Sec. 502. Wind down

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Beginning on the date of enactment of this Act and ending on the FMIC certification date, the Director of the Federal Housing Finance Agency, in consultation with the Corporation and the Secretary of the Treasury, shall take such action, and may prescribe such regulations and procedures, as may be necessary to wind down the operations of the enterprises in an orderly manner that complies with the requirements of this Act and any amendments made by this Act. Notwithstanding any authority granted to the Director of the Federal Housing Finance Agency under paragraph (1), the sale, transfer, exchange, or other disposition of any asset subject to the wind down required under this section shall be prohibited, if the Corporation— in its discretion determines that such sale, transfer, exchange, or disposition would materially interfere with the ability of the Corporation to carry out the requirements of this Act; and notifies, in writing, the Director of the Federal Housing Finance Agency within 14 days of such determination.

Notwithstanding any authority granted to the Director of the Federal Housing Finance Agency under paragraph (1), the Director of the Federal Housing Finance Agency— shall have no authority to sell, transfer, exchange, or otherwise dispose of any guarantee obligations described under subsections (a)(2) and (b)(2) of section 501; and shall have no rights, claims, or title to, nor any authority to sell, transfer, exchange, or otherwise dispose of, guarantee fee amounts derived from the single-family mortgage guarantee business of the enterprises in existence as of the FMIC certification date.

The action and procedures required under subsection (a)— shall include the establishment and execution of plans to provide for an equitable division, distribution, and liquidation of the assets and liabilities of an enterprise, including any infrastructure, property, including intellectual property, platforms, or any other thing or object of value, provided such plan complies with the requirements of this Act and any amendments made by this Act; and may provide for establishment of— a holding corporation organized under the laws of any State of the United States or the District of Columbia for the purpose of winding down an enterprise; and one or more trusts to which to transfer— outstanding debt obligations of an enterprise; or outstanding mortgages held for the purpose of collateralizing mortgage-backed securities guaranteed by an enterprise.

Subject to the requirements of this Act, any proceeds from the wind down of an enterprise shall be paid first to the senior preferred shareholders of each such enterprise, then to the preferred shareholders of each such enterprise, and then to the common shareholders of each such enterprise. The amount of any proceeds to be paid pursuant to paragraph

(1)shall be jointly determined by the Director of the Federal Housing Finance Agency, the Corporation, and the Secretary of the Treasury. The wind down of each enterprise required under this section shall be managed by the Director of the Federal Housing Finance Agency, in consultation with the Corporation and the Secretary of the Treasury, to obtain resolutions that maximize the return for the senior preferred shareholders under paragraph (1), to the extent that such resolutions— are consistent with the goal of supporting a sound, stable, and liquid housing market; are consistent with applicable Federal and State law; comply with the requirements of this Act and any amendments made by this Act; and protect the taxpayer. Except as provided in section 601 or elsewhere as required in this Act, if the Director of the Federal Housing Finance Agency, in consultation with the Corporation and the Secretary of the Treasury, determines that the sale of any line of business, or any function, activity, or service of an enterprise as a going concern will maximize the return for the senior preferred shareholders as required under paragraph (3), the Director may conduct such sale, provided that— under no circumstance, shall such sale transfer, convey, or authorize, or be deemed to transfer, convey, or authorize, any guarantee or Federal support, assistance, or backing, implicit or explicit, related to any such line of business, function, activity, or service; and such sale does not impede or otherwise interfere with the ability of the Federal Mortgage Insurance Corporation to carry out the functions and requirements of this Act. For purposes of this subsection, the term proceeds does not include any guarantee fee amounts derived from the single-family mortgage guarantee business of the enterprises in existence as of the FMIC certification date.