404 
(XI) means a master agreement 
that provides for an agreement or 
transaction referred to in subclause 
(I), (III), (IV), (V), (VI), (VII), 
(VIII), (IX), or (X), together with all 
supplements to any such master 
agreement, without regard to whether 
the master agreement provides for an 
agreement or transaction that is not a 
securities contract under this clause, 
except that the master agreement 
shall be considered to be a securities 
contract under this clause only with 
respect to each agreement or trans-
action under the master agreement 
that is referred to in subclause (I), 
(III), (IV), (V), (VI), (VII), (VIII), 
(IX), or (X); and 
(XII) means any security agree-
ment or arrangement or other credit 
enhancement related to any agree-
ment or transaction referred to in this 
clause, including any guarantee or re-
imbursement obligation in connection
405 
with any agreement or transaction re-
ferred to in this clause. 
(iii) 
COMMODITY
CONTRACT.—The 
term ‘‘commodity contract’’ means— 
(I) with respect to a futures com-
mission merchant, a contract for the 
purchase or sale of a commodity for 
future delivery on, or subject to the 
rules of, a contract market or board 
of trade; 
(II) with respect to a foreign fu-
tures commission merchant, a foreign 
future; 
(III) with respect to a leverage 
transaction 
merchant, 
a 
leverage 
transaction; 
(IV) with respect to a clearing 
organization, a contract for the pur-
chase or sale of a commodity for fu-
ture delivery on, or subject to the 
rules of, a contract market or board 
of trade that is cleared by such clear-
ing organization, or commodity option 
traded on, or subject to the rules of, 
a contract market or board of trade
406 
that is cleared by such clearing orga-
nization; 
(V) with respect to a commodity 
options dealer, a commodity option; 
(VI) any other agreement or 
transaction that is similar to any 
agreement or transaction referred to 
in this clause; 
(VII) any combination of the 
agreements or transactions referred to 
in this clause; 
(VIII) any option to enter into 
any agreement or transaction referred 
to in this clause; 
(IX) a master agreement that 
provides for an agreement or trans-
action referred to in subclause (I), 
(II), (III), (IV), (V), (VI), (VII), or 
(VIII), together with all supplements 
to any such master agreement, with-
out regard to whether the master 
agreement provides for an agreement 
or transaction that is not a com-
modity contract under this clause, ex-
cept that the master agreement shall
407 
be considered to be a commodity con-
tract under this clause only with re-
spect to each agreement or trans-
action under the master agreement 
that is referred to in subclause (I), 
(II), (III), (IV), (V), (VI), (VII), or 
(VIII); or 
(X) any security agreement or 
arrangement or other credit enhance-
ment related to any agreement or 
transaction referred to in this clause, 
including any guarantee or reimburse-
ment obligation in connection with 
any agreement or transaction referred 
to in this clause. 
(iv) FORWARD CONTRACT.—The term 
‘‘forward contract’’ means— 
(I) a contract (other than a com-
modity contract) for the purchase, 
sale, or transfer of a commodity or 
any similar good, article, service, 
right, or interest which is presently or 
in the future becomes the subject of 
dealing in the forward contract trade, 
or product or byproduct thereof, with
408 
a maturity date more than 2 days 
after the date the contract is entered 
into, including a repurchase or reverse 
repurchase transaction (whether or 
not such repurchase or reverse repur-
chase transaction is a ‘‘repurchase 
agreement’’, as defined in clause (v)), 
consignment, 
lease, 
swap, 
hedge 
transaction, deposit, loan, option, allo-
cated transaction, unallocated trans-
action, or any other similar agree-
ment; 
(II) any combination of agree-
ments or transactions referred to in 
subclauses (I) and (III); 
(III) any option to enter into any 
agreement or transaction referred to 
in subclause (I) or (II); 
(IV) a master agreement that 
provides for an agreement or trans-
action referred to in subclauses (I), 
(II), or (III), together with all supple-
ments to any such master agreement, 
without regard to whether the master 
agreement provides for an agreement
409 
or transaction that is not a forward 
contract under this clause, except that 
the master agreement shall be consid-
ered to be a forward contract under 
this clause only with respect to each 
agreement or transaction under the 
master agreement that is referred to 
in subclause (I), (II), or (III); or 
(V) any security agreement or ar-
rangement or other credit enhance-
ment related to any agreement or 
transaction referred to in subclause 
(I), (II), (III), or (IV), including any 
guarantee or reimbursement obliga-
tion in connection with any agreement 
or transaction referred to in any such 
subclause. 
(v) REPURCHASE
AGREEMENT.—The 
term ‘‘repurchase agreement’’ (which defi-
nition also applies to a reverse repurchase 
agreement)— 
(I) means an agreement, includ-
ing related terms, which provides for 
the transfer of one or more certifi-
cates of deposit, mortgage-related se-
410 
curities (as such term is defined in 
the Securities Exchange Act of 1934), 
mortgage loans, interests in mortgage- 
related securities or mortgage loans, 
eligible bankers’ acceptances, qualified 
foreign government securities (which 
for purposes of this clause shall mean 
a security that is a direct obligation 
of, or that is fully guaranteed by, the 
central government of a member of 
the Organization for Economic Co-
operation and Development as deter-
mined by regulation or order adopted 
by the Federal Reserve Board) or se-
curities that are direct obligations of, 
or that are fully guaranteed by, the 
United States or any agency of the 
United States against the transfer of 
funds by the transferee of such certifi-
cates of deposit, eligible bankers’ ac-
ceptances, securities, mortgage loans, 
or interests with a simultaneous 
agreement by such transferee to 
transfer to the transferor thereof cer-
tificates of deposit, eligible bankers’
411 
acceptances, 
securities, 
mortgage 
loans, or interests as described above, 
at a date certain not later than 1 year 
after such transfers or on demand, 
against the transfer of funds, or any 
other similar agreement; 
(II) does not include any repur-
chase obligation under a participation 
in a commercial mortgage loan unless 
the Corporation determines by regula-
tion, resolution, or order to include 
any such participation within the 
meaning of such term; 
(III) means any combination of 
agreements or transactions referred to 
in subclauses (I) and (IV); 
(IV) means any option to enter 
into any agreement or transaction re-
ferred to in subclause (I) or (III); 
(V) means a master agreement 
that provides for an agreement or 
transaction referred to in subclause 
(I), (III), or (IV), together with all 
supplements to any such master 
agreement, without regard to whether
412 
the master agreement provides for an 
agreement or transaction that is not a 
repurchase 
agreement 
under 
this 
clause, except that the master agree-
ment shall be considered to be a re-
purchase agreement under this sub-
clause only with respect to each agree-
ment or transaction under the master 
agreement that is referred to in sub-
clause (I), (III), or (IV); and 
(VI) means any security agree-
ment or arrangement or other credit 
enhancement related to any agree-
ment or transaction referred to in 
subclause (I), (III), (IV), or (V), in-
cluding any guarantee or reimburse-
ment obligation in connection with 
any agreement or transaction referred 
to in any such subclause. 
(vi) SWAP
AGREEMENT.—The term 
‘‘swap agreement’’ means— 
(I) any agreement, including the 
terms and conditions incorporated by 
reference in any such agreement, 
which is an interest rate swap, option,
413 
future, or forward agreement, includ-
ing a rate floor, rate cap, rate collar, 
cross-currency rate swap, and basis 
swap; a spot, same day-tomorrow, to-
morrow-next, forward, or other for-
eign exchange, precious metals, or 
other commodity agreement; a cur-
rency swap, option, future, or forward 
agreement; an equity index or equity 
swap, option, future, or forward 
agreement; a debt index or debt swap, 
option, future, or forward agreement; 
a total return, credit spread or credit 
swap, option, future, or forward 
agreement; a commodity index or 
commodity swap, option, future, or 
forward agreement; weather swap, op-
tion, future, or forward agreement; an 
emissions swap, option, future, or for-
ward agreement; or an inflation swap, 
option, future, or forward agreement; 
(II) any agreement or transaction 
that is similar to any other agreement 
or transaction referred to in this 
clause and that is of a type that has
414 
been, is presently, or in the future be-
comes, the subject of recurrent deal-
ings in the swap or other derivatives 
markets (including terms and condi-
tions incorporated by reference in 
such agreement) and that is a for-
ward, swap, future, option or spot 
transaction on one or more rates, cur-
rencies, commodities, equity securities 
or other equity instruments, debt se-
curities or other debt instruments, 
quantitative measures associated with 
an occurrence, extent of an occur-
rence, or contingency associated with 
a financial, commercial, or economic 
consequence, or economic or financial 
indices or measures of economic or fi-
nancial risk or value; 
(III) any combination of agree-
ments or transactions referred to in 
this clause; 
(IV) any option to enter into any 
agreement or transaction referred to 
in this clause;
415 
(V) a master agreement that pro-
vides for an agreement or transaction 
referred to in subclause (I), (II), (III), 
or (IV), together with all supplements 
to any such master agreement, with-
out regard to whether the master 
agreement contains an agreement or 
transaction that is not a swap agree-
ment under this clause, except that 
the master agreement shall be consid-
ered to be a swap agreement under 
this clause only with respect to each 
agreement or transaction under the 
master agreement that is referred to 
in subclause (I), (II), (III), or (IV); 
and 
(VI) any security agreement or 
arrangement or other credit enhance-
ment related to any agreements or 
transactions referred to in subclause 
(I), (II), (III), (IV), or (V), including 
any guarantee or reimbursement obli-
gation in connection with any agree-
ment or transaction referred to in any 
such subclause.
416 
(vii) DEFINITIONS RELATING TO DE-
FAULT.—When used in this paragraph and 
paragraph (10)— 
(I) The term ‘‘default’’ shall 
mean, with respect to a covered finan-
cial company, any adjudication or 
other official determination by any 
court of competent jurisdiction, or 
other public authority pursuant to 
which a conservator, receiver, or other 
legal custodian is appointed; and 
(II) The term ‘‘in danger of de-
fault’’ shall mean a covered financial 
company with respect to which the 
Corporation or appropriate State au-
thority has determined that— 
(aa) in the opinion of the 
Corporation or such authority— 
(AA) the covered finan-
cial company is not likely to 
be able to pay its obligations 
in the normal course of busi-
ness; and 
(BB) there is no rea-
sonable prospect that the
417 
covered financial company 
will be able to pay such obli-
gations without Federal as-
sistance; or 
(CC) in the opinion of 
the Corporation or such au-
thority— 
(bb) the covered financial 
company has incurred or is likely 
to incur losses that will deplete 
all or substantially all of its cap-
ital; and 
(cc) there is no reasonable 
prospect that the capital will be 
replenished without Federal as-
sistance. 
(viii) TREATMENT OF MASTER AGREE-
MENT AS ONE AGREEMENT.—Any master 
agreement for any contract or agreement 
described in any preceding clause of this 
subparagraph (or any master agreement 
for such master agreement or agreements), 
together with all supplements to such mas-
ter agreement, shall be treated as a single 
agreement and a single qualified financial
418 
contact. If a master agreement contains 
provisions relating to agreements or trans-
actions that are not themselves qualified fi-
nancial contracts, the master agreement 
shall be deemed to be a qualified financial 
contract only with respect to those trans-
actions that are themselves qualified finan-
cial contracts. 
(ix) TRANSFER.—The term ‘‘transfer’’ 
means every mode, direct or indirect, abso-
lute or conditional, voluntary or involun-
tary, of disposing of or parting with prop-
erty or with an interest in property, includ-
ing retention of title as a security interest 
and foreclosure of the covered financial 
company’s equity of redemption. 
(x) PERSON.—The term ‘‘person’’ in-
cludes any governmental entity in addition 
to any entity included in the definition of 
such term in section 1, title 1, United 
States Code. 
(E) CLARIFICATION.—No provision of law 
shall be construed as limiting the right or 
power of the Corporation, or authorizing any 
court or agency to limit or delay, in any man-