204 
HR 1427 RFS
‘‘(B) DETERMINATION
PERIOD.—Before 
the end of the 90-day period beginning on the 
date any claim is filed in accordance with the 
procedures established under subparagraph (A), 
the Director shall— 
‘‘(i) determine— 
‘‘(I) whether to allow or disallow 
such claim; or 
‘‘(II) whether such claim should 
be determined pursuant to the proce-
dures established under paragraph 
(5); and 
‘‘(ii) notify the claimant of the deter-
mination, and if the claim is disallowed, 
provide a statement of each reason for the 
disallowance and the procedure for obtain-
ing agency review or judicial determina-
tion. 
‘‘(C) PERIOD FOR FILING OR RENEWING 
SUIT.—Any claimant who files a request for ex-
pedited relief shall be permitted to file a suit, 
or to continue a suit filed before the appoint-
ment of the receiver, seeking a determination of 
the rights of the claimant with respect to such 
security interest after the earlier of— 
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00204
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
205 
HR 1427 RFS
‘‘(i) the end of the 90-day period be-
ginning on the date of the filing of a re-
quest for expedited relief; or 
‘‘(ii) the date the Agency denies the 
claim. 
‘‘(D) STATUTE
OF
LIMITATIONS.—If an 
action described under subparagraph (C) is not 
filed, or the motion to renew a previously filed 
suit is not made, before the end of the 30-day 
period beginning on the date on which such ac-
tion or motion may be filed under subparagraph 
(B), the claim shall be deemed to be disallowed 
as of the end of such period (other than any 
portion of such claim which was allowed by the 
receiver), such disallowance shall be final, and 
the claimant shall have no further rights or 
remedies with respect to such claim. 
‘‘(E) LEGAL EFFECT OF FILING.— 
‘‘(i) 
STATUTE
OF
LIMITATION 
TOLLED.—For purposes of any applicable 
statute of limitations, the filing of a claim 
with the receiver shall constitute a com-
mencement of an action. 
‘‘(ii) NO PREJUDICE TO OTHER AC-
TIONS.—Subject to paragraph (10), the fil-
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00205
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
206 
HR 1427 RFS
ing of a claim with the receiver shall not 
prejudice any right of the claimant to con-
tinue any action that was filed before the 
appointment of the receiver, subject to the 
determination of claims by the receiver. 
‘‘(9) PAYMENT OF CLAIMS.— 
‘‘(A) IN GENERAL.—The receiver may, in 
the discretion of the receiver, and to the extent 
funds are available from the assets of the regu-
lated entity, pay creditor claims, in such man-
ner and amounts as are authorized under this 
section, which are— 
‘‘(i) allowed by the receiver; 
‘‘(ii) approved by the Agency pursuant 
to a final determination pursuant to para-
graph (7) or (8); or 
‘‘(iii) determined by the final judg-
ment of any court of competent jurisdic-
tion. 
‘‘(B) AGREEMENTS AGAINST THE INTER-
EST
OF
THE
AGENCY.—No agreement that 
tends to diminish or defeat the interest of the 
Agency in any asset acquired by the Agency as 
receiver under this section shall be valid against 
the Agency unless such agreement is in writing, 
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00206
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
207 
HR 1427 RFS
and executed by an authorized official of the 
regulated entity, except that such requirements 
for qualified financial contracts shall be applied 
in a manner consistent with reasonable business 
trading practices in the financial contracts mar-
ket. 
‘‘(C) 
PAYMENT
OF
DIVIDENDS
ON 
CLAIMS.—The receiver may, in the sole discre-
tion of the receiver, pay from the assets of the 
regulated entity dividends on proved claims at 
any time, and no liability shall attach to the 
Agency, by reason of any such payment, for 
failure to pay dividends to a claimant whose 
claim is not proved at the time of any such pay-
ment. 
‘‘(D) RULEMAKING
AUTHORITY
OF
THE 
DIRECTOR.—The Director may prescribe such 
rules, including definitions of terms, as the Di-
rector deems appropriate to establish a single 
uniform interest rate for, or to make payments 
of post-insolvency interest to creditors holding 
proven claims against the receivership estates of 
regulated entities following satisfaction by the 
receiver of the principal amount of all creditor 
claims. 
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00207
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
208 
HR 1427 RFS
‘‘(10) SUSPENSION OF LEGAL ACTIONS.— 
‘‘(A) IN GENERAL.—After the appointment 
of a conservator or receiver for a regulated enti-
ty, the conservator or receiver may, in any judi-
cial action or proceeding to which such regu-
lated entity is or becomes a party, request a 
stay for a period not to exceed— 
‘‘(i) 45 days, in the case of any con-
servator; and 
‘‘(ii) 90 days, in the case of any re-
ceiver. 
‘‘(B) GRANT OF STAY BY ALL COURTS RE-
QUIRED.—Upon receipt of a request by any 
conservator or receiver under subparagraph (A) 
for a stay of any judicial action or proceeding 
in any court with jurisdiction of such action or 
proceeding, the court shall grant such stay as 
to all parties. 
‘‘(11) ADDITIONAL RIGHTS AND DUTIES.— 
‘‘(A) PRIOR
FINAL
ADJUDICATION.—The 
Agency shall abide by any final unappealable 
judgment of any court of competent jurisdiction 
which was rendered before the appointment of 
the Agency as conservator or receiver. 
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00208
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
209 
HR 1427 RFS
‘‘(B) RIGHTS AND REMEDIES OF CONSER-
VATOR OR RECEIVER.—In the event of any ap-
pealable judgment, the Agency as conservator 
or receiver shall— 
‘‘(i) have all the rights and remedies 
available to the regulated entity (before the 
appointment of such conservator or re-
ceiver) and the Agency, including removal 
to Federal court and all appellate rights; 
and 
‘‘(ii) not be required to post any bond 
in order to pursue such remedies. 
‘‘(C) NO ATTACHMENT OR EXECUTION.— 
No attachment or execution may issue by any 
court upon assets in the possession of the re-
ceiver. 
‘‘(D) LIMITATION ON JUDICIAL REVIEW.— 
Except as otherwise provided in this subsection, 
no court shall have jurisdiction over— 
‘‘(i) any claim or action for payment 
from, or any action seeking a determina-
tion of rights with respect to, the assets of 
any regulated entity for which the Agency 
has been appointed receiver; or 
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00209
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
210 
HR 1427 RFS
‘‘(ii) any claim relating to any act or 
omission of such regulated entity or the 
Agency as receiver. 
‘‘(E) DISPOSITION OF ASSETS.—In exer-
cising any right, power, privilege, or authority 
as conservator or receiver in connection with 
any sale or disposition of assets of a regulated 
entity for which the Agency has been appointed 
conservator or receiver, the Agency shall con-
duct its operations in a manner which main-
tains stability in the housing finance markets 
and, to the extent consistent with that goal— 
‘‘(i) maximizes the net present value 
return from the sale or disposition of such 
assets; 
‘‘(ii) minimizes the amount of any loss 
realized in the resolution of cases; and 
‘‘(iii) ensures adequate competition 
and fair and consistent treatment of 
offerors. 
‘‘(12) STATUTE OF LIMITATIONS FOR ACTIONS 
BROUGHT BY CONSERVATOR OR RECEIVER.— 
‘‘(A) IN GENERAL.—Notwithstanding any 
provision of any contract, the applicable statute 
of limitations with regard to any action brought 
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00210
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
211 
HR 1427 RFS
by the Agency as conservator or receiver shall 
be— 
‘‘(i) in the case of any contract claim, 
the longer of— 
‘‘(I) the 6-year period beginning 
on the date the claim accrues; or 
‘‘(II) the period applicable under 
State law; and 
‘‘(ii) in the case of any tort claim, the 
longer of— 
‘‘(I) the 3-year period beginning 
on the date the claim accrues; or 
‘‘(II) the period applicable under 
State law. 
‘‘(B) DETERMINATION OF THE DATE ON 
WHICH
A
CLAIM
ACCRUES.—For purposes of 
subparagraph (A), the date on which the stat-
ute of limitations begins to run on any claim 
described in such subparagraph shall be the 
later of— 
‘‘(i) the date of the appointment of 
the Agency as conservator or receiver; or 
‘‘(ii) the date on which the cause of 
action accrues. 
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00211
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
212 
HR 1427 RFS
‘‘(13) REVIVAL OF EXPIRED STATE CAUSES OF 
ACTION.— 
‘‘(A) IN GENERAL.—In the case of any tort 
claim described under subparagraph (B) for 
which the statute of limitations applicable 
under State law with respect to such claim has 
expired not more than 5 years before the ap-
pointment of the Agency as conservator or re-
ceiver, the Agency may bring an action as con-
servator or receiver on such claim without re-
gard to the expiration of the statute of limita-
tion applicable under State law. 
‘‘(B) CLAIMS
DESCRIBED.—A tort claim 
referred to under subparagraph (A) is a claim 
arising from fraud, intentional misconduct re-
sulting in unjust enrichment, or intentional mis-
conduct resulting in substantial loss to the reg-
ulated entity. 
‘‘(14) ACCOUNTING AND RECORDKEEPING RE-
QUIREMENTS.— 
‘‘(A) IN GENERAL.—The Agency as conser-
vator or receiver shall, consistent with the ac-
counting and reporting practices and proce-
dures established by the Agency, maintain a full 
accounting of each conservatorship and receiv-
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00212
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
213 
HR 1427 RFS
ership or other disposition of a regulated entity 
in default. 
‘‘(B) ANNUAL ACCOUNTING OR REPORT.— 
With respect to each conservatorship or receiv-
ership, the Agency shall make an annual ac-
counting or report available to the Board, the 
Comptroller General of the United States, the 
Committee on Banking, Housing, and Urban 
Affairs of the Senate, and the Committee on 
Financial Services of the House of Representa-
tives. 
‘‘(C) AVAILABILITY OF REPORTS.—Any re-
port prepared under subparagraph (B) shall be 
made available by the Agency upon request to 
any shareholder of a regulated entity or any 
member of the public. 
‘‘(D) RECORDKEEPING
REQUIREMENT.— 
After the end of the 6-year period beginning on 
the date that the conservatorship or receiver-
ship is terminated by the Director, the Agency 
may destroy any records of such regulated enti-
ty which the Agency, in the discretion of the 
Agency, determines to be unnecessary unless di-
rected not to do so by a court of competent ju-
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00213
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
214 
HR 1427 RFS
risdiction or governmental agency, or prohibited 
by law. 
‘‘(15) FRAUDULENT TRANSFERS.— 
‘‘(A) IN GENERAL.—The Agency, as con-
servator or receiver, may avoid a transfer of 
any interest of a regulated entity-affiliated 
party, or any person who the conservator or re-
ceiver determines is a debtor of the regulated 
entity, in property, or any obligation incurred 
by such party or person, that was made within 
5 years of the date on which the Agency was 
appointed conservator or receiver, if such party 
or person voluntarily or involuntarily made such 
transfer or incurred such liability with the in-
tent to hinder, delay, or defraud the regulated 
entity, the Agency, the conservator, or receiver. 
‘‘(B) RIGHT OF RECOVERY.—To the extent 
a transfer is avoided under subparagraph (A), 
the conservator or receiver may recover, for the 
benefit of the regulated entity, the property 
transferred, or, if a court so orders, the value 
of such property (at the time of such transfer) 
from— 
‘‘(i) the initial transferee of such 
transfer or the regulated entity-affiliated 
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00214
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
215 
HR 1427 RFS
party or person for whose benefit such 
transfer was made; or 
‘‘(ii) any immediate or mediate trans-
feree of any such initial transferee. 
‘‘(C) RIGHTS OF TRANSFEREE OR OBLI-
GEE.—The conservator or receiver may not re-
cover under subparagraph (B) from— 
‘‘(i) any transferee that takes for 
value, including satisfaction or securing of 
a present or antecedent debt, in good faith; 
or 
‘‘(ii) any immediate or mediate good 
faith transferee of such transferee. 
‘‘(D) RIGHTS UNDER THIS PARAGRAPH.— 
The rights under this paragraph of the conser-
vator or receiver described under subparagraph 
(A) shall be superior to any rights of a trustee 
or any other party (other than any party which 
is a Federal agency) under title 11, United 
States Code. 
‘‘(16) ATTACHMENT OF ASSETS AND OTHER IN-
JUNCTIVE RELIEF.—Subject to paragraph (17), any 
court of competent jurisdiction may, at the request 
of the conservator or receiver, issue an order in ac-
cordance with Rule 65 of the Federal Rules of Civil 
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00215
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
216 
HR 1427 RFS
Procedure, including an order placing the assets of 
any person designated by the Agency or such conser-
vator under the control of the court, and appointing 
a trustee to hold such assets. 
‘‘(17) STANDARDS OF PROOF.—Rule 65 of the 
Federal Rules of Civil Procedure shall apply with re-
spect to any proceeding under paragraph (16) with-
out regard to the requirement of such rule that the 
applicant show that the injury, loss, or damage is ir-
reparable and immediate. 
‘‘(18) TREATMENT OF CLAIMS ARISING FROM 
BREACH
OF
CONTRACTS
EXECUTED
BY
THE
RE-
CEIVER OR CONSERVATOR.— 
‘‘(A) IN GENERAL.—Notwithstanding any 
other provision of this subsection, any final and 
unappealable judgment for monetary damages 
entered against a receiver or conservator for the 
breach of an agreement executed or approved in 
writing by such receiver or conservator after the 
date of its appointment, shall be paid as an ad-
ministrative expense of the receiver or conser-
vator. 
‘‘(B) NO LIMITATION OF POWER.—Nothing 
in this paragraph shall be construed to limit the 
power of a receiver or conservator to exercise 
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00216
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
217 
HR 1427 RFS
any rights under contract or law, including to 
terminate, breach, cancel, or otherwise dis-
continue such agreement. 
‘‘(19) GENERAL EXCEPTIONS.— 
‘‘(A) LIMITATIONS.—The rights of a con-
servator or receiver appointed under this section 
shall be subject to the limitations on the powers 
of a receiver under sections 402 through 407 of 
the Federal Deposit Insurance Corporation Im-
provement Act of 1991 (12 U.S.C. 4402 
through 4407). 
‘‘(B) MORTGAGES HELD IN TRUST.— 
‘‘(i) IN
GENERAL.—Any mortgage, 
pool of mortgages, or interest in a pool of 
mortgages, held in trust, custodial, or 
agency capacity by a regulated entity for 
the benefit of persons other than the regu-
lated entity shall not be available to satisfy 
the claims of creditors generally. 
‘‘(ii) HOLDING OF MORTGAGES.—Any 
mortgage, pool of mortgages, or interest in 
a pool of mortgages, described under 
clause (i) shall be held by the conservator 
or receiver appointed under this section for 
the beneficial owners of such mortgage, 
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00217
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
218 
HR 1427 RFS
pool of mortgages, or interest in a pool of 
mortgages in accordance with the terms of 
the agreement creating such trust, custo-
dial, or other agency arrangement. 
‘‘(iii) LIABILITY OF RECEIVER.—The 
liability of a receiver appointed under this 
section for damages shall, in the case of 
any contingent or unliquidated claim relat-
ing to the mortgages held in trust, be esti-
mated in accordance set forth in the regu-
lations of the Director. 
‘‘(c) PRIORITY
OF EXPENSES
AND UNSECURED 
CLAIMS.— 
‘‘(1) IN GENERAL.—Unsecured claims against a 
regulated entity, or a receiver, that are proven to the 
satisfaction of the receiver shall have priority in the 
following order: 
‘‘(A) Administrative expenses of the re-
ceiver. 
‘‘(B) Any other general or senior liability 
of the regulated entity and claims of other Fed-
eral home loan banks arising from their pay-
ment obligations (including joint and several 
payment obligations). 
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00218
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
219 
HR 1427 RFS
‘‘(C) Any obligation subordinated to gen-
eral creditors. 
‘‘(D) Any obligation to shareholders or 
members arising as a result of their status as 
shareholder or members. 
‘‘(2) CREDITORS
SIMILARLY
SITUATED.—All 
creditors that are similarly situated under paragraph 
(1) shall be treated in a similar manner, except that 
the Agency may make such other payments to credi-
tors necessary to maximize the present value return 
from the sale or disposition or such regulated enti-
ty’s assets or to minimize the amount of any loss re-
alized in the resolution of cases so long as all credi-
tors similarly situated receive not less than the 
amount provided under subsection (e)(2). 
‘‘(3) DEFINITION.—The term ‘administrative 
expenses of the receiver’ shall include the actual, 
necessary costs and expenses incurred by the re-
ceiver in preserving the assets of the regulated entity 
or liquidating or otherwise resolving the affairs of 
the regulated entity. Such expenses shall include ob-
ligations that are incurred by the receiver after ap-
pointment as receiver that the Director determines 
are necessary and appropriate to facilitate the 
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00219
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
220 
HR 1427 RFS
smooth and orderly liquidation or other resolution of 
the regulated entity. 
‘‘(d) PROVISIONS RELATING
TO CONTRACTS EN-
TERED INTO BEFORE APPOINTMENT OF CONSERVATOR 
OR RECEIVER.— 
‘‘(1) AUTHORITY TO REPUDIATE CONTRACTS.— 
In addition to any other rights a conservator or re-
ceiver may have, the conservator or receiver for any 
regulated entity may disaffirm or repudiate any con-
tract or lease— 
‘‘(A) to which such regulated entity is a 
party; 
‘‘(B) the performance of which the conser-
vator or receiver, in its sole discretion, deter-
mines to be burdensome; and 
‘‘(C) the disaffirmance or repudiation of 
which the conservator or receiver determines, in 
its sole discretion, will promote the orderly ad-
ministration of the affairs of the regulated enti-
ty. 
‘‘(2) TIMING
OF
REPUDIATION.—The conser-
vator or receiver shall determine whether or not to 
exercise the rights of repudiation under this sub-
section within a reasonable period following such ap-
pointment. 
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00220
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
221 
HR 1427 RFS
‘‘(3) CLAIMS
FOR
DAMAGES
FOR
REPUDI-
ATION.— 
‘‘(A) IN GENERAL.—Except as otherwise 
provided under subparagraph (C) and para-
graphs (4), (5), and (6), the liability of the con-
servator or receiver for the disaffirmance or re-
pudiation of any contract pursuant to para-
graph (1) shall be— 
‘‘(i) limited to actual direct compen-
satory damages; and 
‘‘(ii) determined as of— 
‘‘(I) the date of the appointment 
of the conservator or receiver; or 
‘‘(II) in the case of any contract 
or agreement referred to in paragraph 
(8), the date of the disaffirmance or 
repudiation of such contract or agree-
ment. 
‘‘(B) NO
LIABILITY
FOR
OTHER
DAM-
AGES.—For purposes of subparagraph (A), the 
term ‘actual direct compensatory damages’ shall 
not include— 
‘‘(i) punitive or exemplary damages; 
‘‘(ii) damages for lost profits or op-
portunity; or 
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00221
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
222 
HR 1427 RFS
‘‘(iii) damages for pain and suffering. 
‘‘(C) MEASURE OF DAMAGES FOR REPUDI-
ATION OF FINANCIAL CONTRACTS.—In the case 
of any qualified financial contract or agreement 
to which paragraph (8) applies, compensatory 
damages shall be— 
‘‘(i) deemed to include normal and 
reasonable costs of cover or other reason-
able measures of damages utilized in the 
industries for such contract and agreement 
claims; and 
‘‘(ii) paid in accordance with this sub-
section and subsection (e), except as other-
wise specifically provided in this section. 
‘‘(4) LEASES UNDER WHICH THE REGULATED 
ENTITY IS THE LESSEE.— 
‘‘(A) IN GENERAL.—If the conservator or 
receiver disaffirms or repudiates a lease under 
which the regulated entity was the lessee, the 
conservator or receiver shall not be liable for 
any damages (other than damages determined 
under subparagraph (B)) for the disaffirmance 
or repudiation of such lease. 
‘‘(B) 
PAYMENTS
OF
RENT.—Notwith-
standing subparagraph (A), the lessor under a 
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00222
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
223 
HR 1427 RFS
lease to which that subparagraph applies 
shall— 
‘‘(i) be entitled to the contractual rent 
accruing before the later of the date— 
‘‘(I) the notice of disaffirmance 
or repudiation is mailed; or 
‘‘(II) the disaffirmance or repudi-
ation becomes effective, unless the les-
sor is in default or breach of the 
terms of the lease; 
‘‘(ii) have no claim for damages under 
any acceleration clause or other penalty 
provision in the lease; and 
‘‘(iii) have a claim for any unpaid 
rent, subject to all appropriate offsets and 
defenses, due as of the date of the appoint-
ment, which shall be paid in accordance 
with this subsection and subsection (e). 
‘‘(5) LEASES UNDER WHICH THE REGULATED 
ENTITY IS THE LESSOR.— 
‘‘(A) IN GENERAL.—If the conservator or 
receiver repudiates an unexpired written lease 
of real property of the regulated entity under 
which the regulated entity is the lessor and the 
lessee is not, as of the date of such repudiation, 
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00223
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
224 
HR 1427 RFS
in default, the lessee under such lease may ei-
ther— 
‘‘(i) treat the lease as terminated by 
such repudiation; or 
‘‘(ii) remain in possession of the lease-
hold interest for the balance of the term of 
the lease, unless the lessee defaults under 
the terms of the lease after the date of 
such repudiation. 
‘‘(B) PROVISIONS APPLICABLE TO LESSEE 
REMAINING
IN
POSSESSION.—If any lessee 
under a lease described under subparagraph (A) 
remains in possession of a leasehold interest 
under clause (ii) of such subparagraph— 
‘‘(i) the lessee— 
‘‘(I) shall continue to pay the 
contractual rent pursuant to the 
terms of the lease after the date of 
the repudiation of such lease; and 
‘‘(II) may offset against any rent 
payment which accrues after the date 
of the repudiation of the lease, and 
any damages which accrue after such 
date due to the nonperformance of 
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00224
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
225 
HR 1427 RFS
any obligation of the regulated entity 
under the lease after such date; and 
‘‘(ii) the conservator or receiver shall 
not be liable to the lessee for any damages 
arising after such date as a result of the 
repudiation other than the amount of any 
offset allowed under clause (i)(II). 
‘‘(6) CONTRACTS
FOR
THE
SALE
OF
REAL 
PROPERTY.— 
‘‘(A) IN GENERAL.—If the conservator or 
receiver repudiates any contract for the sale of 
real property and the purchaser of such real 
property under such contract is in possession, 
and is not, as of the date of such repudiation, 
in default, such purchaser may either— 
‘‘(i) treat the contract as terminated 
by such repudiation; or 
‘‘(ii) remain in possession of such real 
property. 
‘‘(B) PROVISIONS
APPLICABLE
TO
PUR-
CHASER
REMAINING
IN
POSSESSION.—If any 
purchaser of real property under any contract 
described under subparagraph (A) remains in 
possession of such property under clause (ii) of 
such subparagraph— 
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00225
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
226 
HR 1427 RFS
‘‘(i) the purchaser— 
‘‘(I) shall continue to make all 
payments due under the contract after 
the date of the repudiation of the con-
tract; and 
‘‘(II) may offset against any such 
payments any damages which accrue 
after such date due to the non-
performance (after such date) of any 
obligation of the regulated entity 
under the contract; and 
‘‘(ii) 
the 
conservator 
or 
receiver 
shall— 
‘‘(I) not be liable to the pur-
chaser for any damages arising after 
such date as a result of the repudi-
ation other than the amount of any 
offset allowed under clause (i)(II); 
‘‘(II) deliver title to the pur-
chaser in accordance with the provi-
sions of the contract; and 
‘‘(III) have no obligation under 
the contract other than the perform-
ance required under subclause (II). 
‘‘(C) ASSIGNMENT AND SALE ALLOWED.— 
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00226
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
227 
HR 1427 RFS
‘‘(i) IN
GENERAL.—No provision of 
this paragraph shall be construed as lim-
iting the right of the conservator or re-
ceiver to assign the contract described 
under subparagraph (A), and sell the prop-
erty subject to the contract and the provi-
sions of this paragraph. 
‘‘(ii) NO
LIABILITY
AFTER
ASSIGN-
MENT AND SALE.—If an assignment and 
sale described under clause (i) is con-
summated, the conservator or receiver 
shall have no further liability under the 
contract described under subparagraph 
(A), or with respect to the real property 
which was the subject of such contract. 
‘‘(7) PROVISIONS APPLICABLE TO SERVICE CON-
TRACTS.— 
‘‘(A) SERVICES PERFORMED BEFORE AP-
POINTMENT.—In the case of any contract for 
services between any person and any regulated 
entity for which the Agency has been appointed 
conservator or receiver, any claim of such per-
son for services performed before the appoint-
ment of the conservator or the receiver shall 
be— 
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00227
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
228 
HR 1427 RFS
‘‘(i) a claim to be paid in accordance 
with subsections (b) and (e); and 
‘‘(ii) deemed to have arisen as of the 
date the conservator or receiver was ap-
pointed. 
‘‘(B) SERVICES
PERFORMED
AFTER
AP-
POINTMENT AND PRIOR TO REPUDIATION.—If, 
in the case of any contract for services de-
scribed under subparagraph (A), the conser-
vator or receiver accepts performance by the 
other person before the conservator or receiver 
makes any determination to exercise the right 
of repudiation of such contract under this sec-
tion— 
‘‘(i) the other party shall be paid 
under the terms of the contract for the 
services performed; and 
‘‘(ii) the amount of such payment 
shall be treated as an administrative ex-
pense of the conservatorship or receiver-
ship. 
‘‘(C) ACCEPTANCE OF PERFORMANCE NO 
BAR TO SUBSEQUENT REPUDIATION.—The ac-
ceptance by any conservator or receiver of serv-
ices referred to under subparagraph (B) in con-
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00228
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
229 
HR 1427 RFS
nection with a contract described in such sub-
paragraph shall not affect the right of the con-
servator or receiver to repudiate such contract 
under this section at any time after such per-
formance. 
‘‘(8) CERTAIN
QUALIFIED
FINANCIAL
CON-
TRACTS.— 
‘‘(A) 
RIGHTS
OF
PARTIES
TO
CON-
TRACTS.—Subject to paragraphs (9) and (10) 
and notwithstanding any other provision of this 
Act, any other Federal law, or the law of any 
State, no person shall be stayed or prohibited 
from exercising— 
‘‘(i) any right such person has to 
cause the termination, liquidation, or accel-
eration of any qualified financial contract 
with a regulated entity that arises upon 
the appointment of the Agency as receiver 
for such regulated entity at any time after 
such appointment; 
‘‘(ii) any right under any security 
agreement or arrangement or other credit 
enhancement relating to one or more quali-
fied financial contracts described in clause 
(i); or 
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00229
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
230 
HR 1427 RFS
‘‘(iii) any right to offset or net out 
any termination value, payment amount, or 
other transfer obligation arising under or 
in connection with 1 or more contracts and 
agreements described in clause (i), includ-
ing any master agreement for such con-
tracts or agreements. 
‘‘(B) APPLICABILITY
OF
OTHER
PROVI-
SIONS.—Paragraph (10) of subsection (b) shall 
apply in the case of any judicial action or pro-
ceeding brought against any receiver referred to 
under subparagraph (A), or the regulated entity 
for which such receiver was appointed, by any 
party to a contract or agreement described 
under subparagraph (A)(i) with such regulated 
entity. 
‘‘(C) CERTAIN
TRANSFERS
NOT
AVOID-
ABLE.— 
‘‘(i) IN
GENERAL.—Notwithstanding 
paragraph (11) or any other Federal or 
State laws relating to the avoidance of 
preferential or fraudulent transfers, the 
Agency, whether acting as such or as con-
servator or receiver of a regulated entity, 
may not avoid any transfer of money or 
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00230
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
231 
HR 1427 RFS
other property in connection with any 
qualified financial contract with a regu-
lated entity. 
‘‘(ii) 
EXCEPTION
FOR
CERTAIN 
TRANSFERS.—Clause (i) shall not apply to 
any transfer of money or other property in 
connection with any qualified financial con-
tract with a regulated entity if the Agency 
determines that the transferee had actual 
intent to hinder, delay, or defraud such 
regulated entity, the creditors of such reg-
ulated entity, or any conservator or re-
ceiver appointed for such regulated entity. 
‘‘(D) CERTAIN
CONTRACTS
AND
AGREE-
MENTS DEFINED.—In this subsection: 
‘‘(i) 
QUALIFIED
FINANCIAL
CON-
TRACT.—The term ‘qualified financial con-
tract’ means any securities contract, com-
modity contract, forward contract, repur-
chase agreement, swap agreement, and any 
similar agreement that the Agency deter-
mines by regulation, resolution, or order to 
be a qualified financial contract for pur-
poses of this paragraph. 
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00231
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
232 
HR 1427 RFS
‘‘(ii) SECURITIES
CONTRACT.—The 
term ‘securities contract’— 
‘‘(I) means a contract for the 
purchase, sale, or loan of a security, a 
certificate of deposit, a mortgage loan, 
or any interest in a mortgage loan, a 
group or index of securities, certifi-
cates of deposit, or mortgage loans or 
interests therein (including any inter-
est therein or based on the value 
thereof) or any option on any of the 
foregoing, including any option to 
purchase or sell any such security, 
certificate of deposit, mortgage loan, 
interest, group or index, or option, 
and including any repurchase or re-
verse repurchase transaction on any 
such security, certificate of deposit, 
mortgage loan, interest, group or 
index, or option; 
‘‘(II) does not include any pur-
chase, sale, or repurchase obligation 
under a participation in a commercial 
mortgage loan unless the Agency de-
termines by regulation, resolution, or 
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00232
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
233 
HR 1427 RFS
order to include any such agreement 
within the meaning of such term; 
‘‘(III) means any option entered 
into on a national securities exchange 
relating to foreign currencies; 
‘‘(IV) means the guarantee by or 
to any securities clearing agency of 
any settlement of cash, securities, cer-
tificates of deposit, mortgage loans or 
interests therein, group or index of se-
curities, certificates of deposit, or 
mortgage loans or interests therein 
(including any interest therein or 
based on the value thereof) or option 
on any of the foregoing, including any 
option to purchase or sell any such se-
curity, certificate of deposit, mortgage 
loan, interest, group or index, or op-
tion; 
‘‘(V) means any margin loan; 
‘‘(VI) means any other agree-
ment or transaction that is similar to 
any agreement or transaction referred 
to in this clause; 
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00233
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
234 
HR 1427 RFS
‘‘(VII) means any combination of 
the agreements or transactions re-
ferred to in this clause; 
‘‘(VIII) means any option to 
enter into any agreement or trans-
action referred to in this clause; 
‘‘(IX) means a master agreement 
that provides for an agreement or 
transaction referred to in subclause 
(I), (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 securities 
contract under this clause, except that 
the master agreement shall be consid-
ered to be a securities contract under 
this clause only with respect to each 
agreement or transaction under the 
master agreement that is referred to 
in subclause (I), (III), (IV), (V), (VI), 
(VII), or (VIII); and 
‘‘(X) means any security agree-
ment or arrangement or other credit 
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00234
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS
235 
HR 1427 RFS
enhancement related to any agree-
ment or transaction referred to in this 
clause, including any guarantee or re-
imbursement obligation in connection 
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 
commission 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 
VerDate Aug 31 2005 
22:38 May 26, 2007
Jkt 059200
PO 00000
Frm 00235
Fmt 6652
Sfmt 6201
E:\BILLS\H1427.RFS
H1427
hsrobinson on PROD1PC76 with BILLS