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Donald Trump's Closing Message
Supporters of Donald Trump gather on the night before the election in Scranton, Pennsylvania.
PHOTOGRAPH BY MICHAEL NAGLE / BLOOMBERG VIA GETTY
On Monday evening, while Bruce Springsteen and Bon Jovi were getting ready to entertain the huge crowd of Hillary Clinton supporters on Independence Mall, in Philadelphia, Donald Trump made one of his final campaign stops about a hundred and twenty-five miles farther north, at Lackawanna College, in the city of Scranton. When I got there, in the late afternoon, the auditorium, which has a capacity of forty-five hundred people, was already full, and hundreds more were lined up outside. One man who had made it in, a retiree who had driven over the Poconos from New Jersey, said he had taken his place in line at eleven in the morning.
The sixth-largest city in Pennsylvania, Scranton was once a coal-mining center, and an important hub for the railroad industry. But in the nineteen-fifties and sixties most of the mines shut down, and the railroads also hit hard times. The city turned into a post-industrial wasteland, its downtown shopping and business district largely abandoned. That was decades ago, though. In the past thirty years, many of the old buildings have been renovated. Attracted by cheap real estate and a series of economic-development initiatives, young people, restaurants, and coffee shops have moved into town.
Driving in, I passed an old railroad terminal that has been restored and converted into a Radisson Hotel. Scranton's unemployment rate is 5.8 per cent, which is less than a percentage point above the national average. Still, the city's finances remain precarious, and much of the surrounding region, where the population is overwhelmingly white, is hard-pressed. According to the Census Bureau, the annual average wage in the Scranton-Wilkes Barre-Hazleton area is just forty-one thousand and eighty dollars.
Many people in the crowd were wearing Trump T-shirts and hats. Almost all were Caucasian, but I spotted a few Asians and Latinos. The only African-Americans I saw were outside the hall: an anti-Trump protester, and a couple of guys selling Trump baseball caps for the bargain price of ten bucks. "I've been following him around for seven months, selling them for twenty dollars," one of the venders told me. "Today's the day to get one cheap."
At about half past five, Trump's motorcade arrived. As his warmup act, he had brought with him Rudy Giuliani. For some reason, the pair of New Yorkers—one born in East Flatbush, and the other in Jamaica Estates—put me in mind of a pair of vaudevillians who had hit the road to entertain the rubes. Except, of course, their message isn't in the least bit funny. Giuliani denounced Clinton, saying that she would appoint "judges who will not respect the right to religious freedom, judges who will not respect the Second Amendment," before he declared that "we have never had a person running for President who is so thoroughly corrupt." The audience loved it. "Lock her up! Lock her up!" people chanted.
When Trump appeared onstage, he was in full C.E.O. garb: blue suit, blue tie, and white shirt with French cuffs. He looked a bit tired, with pasty patches of skin visible despite his ever-present tan. But his golden pompadour remained in place, and he seemed to be in good spirits. Perhaps because the venue was, by his standards, intimate, or perhaps because he was trying to pace himself—two more stops remained on his schedule—he spoke in a softish voice, using derision rather than anger to make his points.
For the most part, he stuck with the teleprompter version of his speech, which evoked Mussolini in his socialist-firebrand period more than Il Duce. "This election will decide whether we are ruled by a corrupt political class or whether we are ruled by yourselves—the people," Trump said. "We are going to put the miners back to work, the steelworkers back to work. The trade policies of Bill and Hillary Clinton have destroyed the manufacturing industry."
Most of the Lackawanna County miners were dead by the time that Bill Clinton took office in 1992, but the crowd seemed to appreciate Trump for evoking them. As others have noted, Trump's appeal is at least as much about acknowledging the values, ideals, prejudices, and resentments of a group that feels patronized and neglected as it is about offering viable policy solutions. It is about railing at the coastal élites while neglecting to mention the awkward fact that Trump himself is, in fact, a coastal élite. "She should not be allowed to run for President," he said of Clinton. "She is being protected by a rigged system. And part of the rigged system is a dishonest media."
In lashing out at the media, his old foe (and sometime enabler), Trump got a bit more amped up. He first singled out the New York Times, saying, "Such lies, such fabrication, such made-up stories." He also brought up Donna Brazile, the Democratic strategist and former CNN contributor, and remarked of Clinton, "They fed her questions for the debate." That prompted chants of "CNN sucks! CNN sucks!" When Trump talked about moving to Washington and cleaning house, the crowd beat him to his punch line, chanting, "Drain the swamp! Drain the swamp!," then "U.S.A.! U.S.A.!" After listening to those refrains, Trump seemed grateful. "This is not the sound of a second-place finisher," he said. Perhaps I was reading into it, but he sounded a little wistful, too.
After the speech ended, I went outside and joined a crowd that had gathered to watch Trump's motorcade depart. As it went by, and Trump waved from a gray S.U.V., a woman next to me shouted, "We love you. We love you." Her name was Kara Lopsonzki, and she was a stay-at-home mom from the Lehigh Valley. With her daughter Emma, she had driven an hour and a half, without a ticket, just to try to get a glimpse of the candidate. "I have friends and family who are Democrats," she said when I asked what had drawn her to Trump. "I can understand other people's opinions, but I am very concerned with the way things are going." She mentioned corruption, said she didn't trust Clinton, and went on, "My health-care plan went up a tremendous amount. That whole Obama thing—keep your doctor, pay less. It's just not true."
I walked back across the street, to where some television-satellite trucks were parked. A young man in a black hoodie ran by and shouted to friends, "Where's CNN? Where's that commie station?" I assumed he was joking, but it was hard to be sure. As the crowd dispersed, I came across another vender selling Trump regalia. "Five-dollar Trump hats, y'all," he shouted. "Get your five-dollar Trump hats."
John Cassidy has been a staff writer at The New Yorker since 1995. He also writes a column about politics, economics, and more for newyorker.com.
Subscribe to John Cassidy's newsletter to get the latest on politics, economics, and the news.
Talking About Donald Trump
David Remnick, Amy Davidson, Kelefa Sanneh, and Nate Silver discuss the problem of Trumpism.
Benjamin Wallace-Wells
Hillary Clinton, on the Eve of the Presidency
To look out at the crowd at last night's Clinton rally in Philadelphia was a cause for amazement.
By Benjamin Wallace-Wells
Latino Voters Show Trump What It Means to Be American
High voter turnout among Latinos points to a backlash against Trump's anti-immigrant rhetoric, and it may be crucial to the result of the Presidential election.


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The LA Delivery Guide For A Big Night In
14 places for when you're looking to celebrate - and splurge on delivery.
Brant Cox
Even during quarantine, life events like anniversaries, birthdays, or simply making it through another week without losing your mind still need to be celebrated. And sometimes, it just feels f*cking good to treat yourself. So when the time comes for a big night in, arm yourself with the restaurants that'll rise to the occasion. From sushi omakase to prix-fixe menus to prime rib dinners, here are 14 spots where you can go big without ever leaving your house.
The Ultimate LA Delivery & Takeout Guide
Check out all our guides
the spots
Italian in Arts District , Downtown LA
$$$$ 2121 E. 7th Pl.
After two major fallouts last week, you and your quarantine-mate just successfully went seven days without a single spat. Treat yourself with Bestia. The seminal Italian restaurant in the Arts District is currently doing a $49 per person set menu every Wednesday-Sunday. The exact menu changes weekly, but just know that whether you get slow-grilled lamb neck, beet ravioli, or house-made prosciutto, it's going to be fantastic. Keep an eye on their Instagram for weekly menu updates and order here for pick-up.
Birdie G's
American in Santa Monica
$$$$ 2421 Michigan Ave
With a takeout menu that includes everything from matzo ball soup to whole roast chicken to chocolate layer cake, a meal from Birdie G's feels like a celebration - whether there is one or not. The comfort food spot in Santa Monica is currently open for both takeout and delivery every day of the week, so no need to wait until the weekend for your big night in.
Bone Kettle
Fusion , Indonesian in Pasadena
$$$$ 67 N Raymond Ave
Downtown Pasadena is no stranger to upscale restaurants, but Bone Kettle stands out from the crowd with one of the most interesting menus in the neighborhood. It leans Southeast Asian, but with dishes that range from nasi goreng to oxtail dumplings to ramen burritos, it certainly covers a lot of ground. And right now, it's all available for takeout and delivery. That said, if you're in the market to throw-down tonight, go for one of their four-course family feasts instead. Ranging from $35-45 per person, they come with everything from Singaporean lobster to crab fried rice to lychee lemonade.
Southeast Asian in Santa Monica
$$$$ 1314 7th St
With your vacation to Singapore officially in the "maybe next year" folder, it's time to raise everybody's morale and order a feast from Cassia. The upscale Southeast Asian restaurant in Santa Monica has an excellent menu filled with staples like beef rendang, kaya toast, and a bowl of laksa that we think about at least once a day. If you have more than two people to feed tonight, spring for one of their family meal packages that range from $110-280 and feed up to 12 people. Both takeout and delivery are available.
Chengdu Taste
Chinese in Alhambra
$$$$ 828 W Valley Blvd
In reality, nothing major happened to you this week, but at least you're still upright - and that's cause for a celebration. Call up Chengdu Taste. The iconic Sichuan spot in Alhambra is one of LA's (and America's) best Chinese restaurants, and has a huge menu filled with intense, boldly flavored dishes that'll stay on your mind - and lips - for days. Yes, dishes like mapo tofu and boiled fish in green pepper sauce are quite spicy, but the trick is to mix in a few milder plates, like the sliced beef and dan dan noodles, to balance it all out. Available for delivery and takeout.
American in Hancock Park , Hollywood , Larchmont
You tried to cook a progressive dinner last week and it only resulted in both you and your spouse getting progressively ruder towards each other. Let's not do that again. Instead, head over to Kali, which has recently reopened for takeout only. The underrated prix-fixe spot on Melrose is currently offering a nine-course set menu for $59 per person that includes crudo, ribeye, panna cotta, and even their famous black barley risotto. It's a very good value, especially considering you didn't have to bring up old dirt on your husband to eat it.
Lawry's The Prime Rib
Steaks in Beverly Hills
$$$$ 100 N LA Cienega Blvd
Nothing says "You f*cking did it!" like a big slab of meat - and the cuts of beef don't get much more epic than the ones at Lawry's. The Beverly Hills original is home to a legendary prime rib dinner that comes with your choice of cut (get the Lawry's Cut), plus spinning salad, Yorkshire pudding, and mashed potatoes. Throw in a few house-made cocktails and a side of the best creamed spinach in the world, and your night of celebration is set. Available for takeout and delivery.
Pasjoli
French in Santa Monica
$$$$ 2732 Main St
When Pasjoli opened last year in Santa Monica, it immediately became our go-to spot when we wanted to treat ourselves (or impress the sh*t out somebody). And in quarantine, it's still that spot. The upscale French spot has moved away from their regular menu and are now doing different set meals every day of the week. Keep an eye on their Instagram for the latest, but expect everything from Sunday chicken dinners to midweek Cambodian feasts. Available for pick-up only.
Rustic Canyon
$$$$ 1119 Wilshire Blvd.
Celebrating an anniversary in quarantine might feel strange, but it's important to do it anyway - not to mention easier, now that Rustic Canyon has reopened for takeout only. Right now, the classic Santa Monica restaurant is offering a four-course family meal for $49 per person that includes pasta, dessert, and - as always is the case with Rustic Canyon - plenty of fresh vegetables. The menu changes weekly, so keep an eye on their Instagram for the latest updates.
Scratch Bar & Kitchen
Experimental in Encino
$$$$ 16101 Ventura Blvd Ste 255
Scratch Bar has been one of our favorite prix-fixe restaurants in LA for a while, and though you obviously can't take part in the immersive dining experience first-hand right now, they've officially reopened for takeout only. The menu will change weekly, but you can generally expect a three-course meal for $49 per person that includes a protein of your choice, a bunch of vegetables, and dessert. If you want to get a little boozy tonight, they're also selling wine, beer, and liquor at additional prices.
American , Fusion in Beverly Hills
$$$$ 176 N Canon Dr
Sure, half the fun of eating at Spago is watching A-list celebrities getting hammered on prosecco, but the fact is this Beverly Hills classic has some pretty tasty food as well. Right now, they're offering nightly takeout and delivery specials that range from fried chicken night on Wednesdays to Sunday brunch service, plus regular favorites like their iconic salmon pizza. If you miss the celebrities, just do what we do - print out photos and tape them to every chair at the table.
Is the reopening of a specific restaurant reason enough for a big night in? When the restaurant is Sushi Note, the answer is yes. The tremendous sushi/wine bar in Sherman Oaks recently reopened their doors for takeout and delivery, offering both a regular menu with a la carte sushi, rolls, and appetizers, as well as their Half Note omakase (eight pieces of premium sushi, two appetizers, and a cut roll for $45). Tip: Do the latter and then throw in a kiniko itame (sauteed mushrooms) appetizer on the side.
Sushi Park
Sushi in West Hollywood
$$$$ 8539 W Sunset Blvd #20
In a city filled with world-class sushi, this tiny spot inside a West Hollywood strip mall is still top of the class in our eyes. That said, anyone who's ever eaten at Sushi Park knows you're going to have to pay for it - to the tune of about $250 per person. But right now, they're offering a slightly paired-down omakase for $100. Named "Peter's Choice," it features more than 16 courses, including eight pieces of fish, sashimi, a cut roll, baked sea bass, wagyu beef, and more. Order takeout here
Pasta , Italian in Pasadena
$$$$ 37 E Union St
You finally found the inspiration to exercise in some capacity every day this week, and that calls for only one thing - pasta night. While you have good choices all over town, tonight calls for the best, so head to Union. The Pasadena Italian spot has a regular a la carte menu filled with dishes like cacio e pepe and squid ink lumache, or you can just spring for the $64 spaghetti and meatball family meal instead. Whatever you choose, your body will certainly thank you. Available for both delivery and takeout.
Where To Get Sushi Takeout & Delivery In LA
50 places that will bring the fresh fish to you.
LA's Best Takeout & Delivery For Your Birthday
Just because you're in self-isolation, doesn't mean your birthday still can't be a celebration.
33 LA Restaurants To Help You Avoid Delivery Deja Vu
Tired of ordering the same thing? Try takeout or delivery from one of these 33 spots instead.
Where To Get Dessert Takeout & Delivery In LA
Need cookies, cakes, or ice cream delivered to your doorstep? You're in the right place.

redpajama_set_name: RedPajamaCommonCrawl


The St. John Paul II Foundation has experienced extraordinary growth in our four-year history. This year we will bring 18 conferences to cities across the country—from San Francisco to Worcester, St. Augustine to Tulsa, and Houston to Charlotte. Your support makes this possible. We invite you to join us in supporting work that encounters spouses, clergy, and medical professionals where they are, providing the highest quality faith formation and ethical instruction. The work of this national Catholic organization is more important today than ever before.
If you have questions or would like more information, please email amy@forlifeandfamily.org.
All Underwriters receive recognition in the evening's program and on the website.
The Most Reverend Thomas J. Olmsted was ordained a priest for the Diocese of Lincoln, Neb., July 2, 1973. He was installed as the fourth Bishop of the Diocese of Phoenix December 20, 2003. Prior to his arrival in Phoenix he served as Bishop of Wichita, Kansas, after being ordained Coadjutor Bishop on April 20, 1999. Before serving in Wichita, he served as the Rector / President of the Pontifical College Josephinum, a Catholic Seminary in Columbus, Ohio. Since 1974, Bishop Olmsted has been a member of the Jesus Caritas fraternity of priests, and thus has been deeply influenced by the witness and wisdom of Charles de Foucauld and by the prayers and encouragement of many brother priests. For 16 years, Bishop Olmsted lived in Rome, Italy, where he obtained a master's degree in theology, a doctorate in Canon Law, and worked more than nine years in the Secretariat of State of the Holy See. During the nine years of serving in the Holy See, he resided at the Pontifical North American College and assisted seminarians with spiritual direction. Having been reared on a family farm on the Kansas-Nebraska border, he attended a single-room grade school near Oketo, Kansas, and a small rural high school in Summerfield, Kansas. His first contact with Catholic schools came when he entered St. Thomas Seminary College in Denver, Colo., from which he graduated in 1969 with a bachelor's degree in philosophy.


0:00 To start a new Scripted Recording you click the "Scripted" button shown here.	0:04 First you should give you script a name by clicking at the top and entering a name.	0:09 For this example we'll create a very short tutorial on how to do a search at google.com	0:14 The script will contain multiple sections which you record audio for one at a time.	0:20 You'll need to break up your script into sections that take into account spots that may take some unknown amount of time.	0:28 For example in our tutorial our first action is to type in a query and click the search button.	0:34 We make this it's own section because the time it takes us to type and wait for the search results will vary so this way if our scripted audio ends before the results show the screen recorder will add silence to the end of this section until we move on to the next section.	0:51 Now we'll add one more section which we can do just by hitting the enter key or clicking the "Add Section" button.	0:58 You can re-arrange sections by clicking the section number box at the left and typing in a new number for that section.	1:06 Once you're ready to record the audio you should click the top section to select it.	1:10 Next you would make sure the correct microphone is selected.	1:17 And when you're ready to go click the Record button.	1:21 The first section you have selected will turn red then become green when you should start talking.	1:26 Once you've read the text in the section you can click the Next button (or press the right arrow key) to go to the next section or you can click Redo (or the delete key) if you need to redo the audio.	1:40 After recording audio you'll see the duration of each section listed on the right.	1:46 You can click that to see options for that section which at this point is to remove the audio for that section or delete it.	1:53 You can playback the audio using the controls at the bottom.	1:57 And you can undo, redo or go back in your edit history using the controls at the top.	2:04 Anytime you modify the script text or audio the changes are auto saved.	2:09 Sometimes you might create multiple sections to break up the audio recording so its easier to record.	2:15 If you do that but you'd like to record the screen as one section then you can combine sections before recording the video.	2:22 For example if we wanted to combine these two sections then we would click at the start of the text in the second section and then click the Backspace key which will show us this prompt to confirm and then combine the text and audio from both sections into one section.	2:39 If you do this however you can not uncombine sections by pressing enter key, but we can undo the combine if we need by pressing the undo button.	2:49 After you've got the audio ready to go you can move on to record the video which we cover in the next tutorial.


I have been looking, unsuccessfully, for a quotation to do with – anonymity – smear and rumour. Really an inadequate attempt to cut down to size the twisted minds that make 'funny' telephone calls, spread rumour and write offensive letters to which they significantly have not the guts to put their name. I do not receive many of the latter but I do receive enough to warrant mention of the matter. There are reasons to suppose that this sort of thing is sometimes politically motivated. Indeed, it is really a pattern with which in Rhodesia we have become all to familiar and better men than I have been its target.
Corruption wins not more than hoenesty.


Legacy planning is something you should consider when you are young, although the importance of planning for your legacy increases as you age. An experienced St. Louis legacy planning lawyer can assist you in setting goals for your future, finding ways to build and protect wealth, and creating a comprehensive plan to leave your family and the world in a better position after you are gone.
When should I start legacy planning?
What should my legacy plan contain?
How can a St. Louis legacy planning lawyer help me?
To leave behind a legacy, you need to have assets that you can give to your loved ones or that you can provide to charitable causes that you care about. This means you should begin legacy planning as early as possible so you can create a comprehensive plan to acquire and protect money and property.
As you begin to build a nest egg, it becomes important to protect this wealth. You need to reduce the chances that creditors will be able to access it, as well as making sure you don't have to spend down your assets or sell property in case you need to go into a nursing home.
You also need to ensure that the money and property is taken care of if you become incapacitated and cannot manage it on your own. Making an asset protection plan and an incapacity plan as early as possible is important, as you never know when nursing home care may become necessary or when something unexpected may occur.
For those whose legacy includes a business or a family farm, there are also additional issues which may need to be addressed to ensure that the company or property is able to transfer quickly and seamlessly to new owners. Because an untimely death could occur at any moment due to a tragic illness or injury, business and farm owners must make special provisions to protect their legacies.
The bottom line is, life is uncertain, and the sooner you take action, the sooner you can acquire and protect assets and determine what will happen with those assets after you are gone.
Your legacy plan should be designed to ensure that you leave the mark on the world that you hope to leave. Everyone has an idea of how they want to be remembered and what they want to do for their families and for charities they believe in. You should discuss these goals with a St. Louis legacy planning lawyer who will help you to identify the appropriate legal tools necessary to achieve your desires.
The creation of trusts to protect assets from creditor claims, from being spent if you need nursing home care, from being lost to estate taxes, and from being lost due to divorce or bankruptcy.
The creation of a power of attorney and/or a living trust to ensure assets are effectively and appropriately managed in case of incapacity.
The creation of a comprehensive estate plan to facilitate the seamless transfer of property and assets to heirs and to charities.
The creation of a charitable remainder trust and/or a charitable foundation to support causes that you care about.
The incorporation of a business to provide liability protection and to facilitate the transfer of ownership of company shares.
These are just a few of the essential components which may become a part of your legacy plan. Your plan needs to be tailored to accomplishing the goals you have for yourself and for the way you want to be remembered.
Amen, Gantner & Capriano – Your Estate Matters, L.L.C. can help you no matter what your age, income level, or current wealth or assets. We understand how important it is for you to make your mark on the world and support your family and the causes you care about most. Give us a call at 314-966-8077 or contact us online to find out more about the ways in which we can help you to shape your legacy.


Modern computer technology has revolutionized architectural design. We are no longer limited to our imagination when trying to visualize a finished space. Using the latest 3D Design software, Mi Casa Plans can create an entirely accurate model of what your Houston building or interior will look like when the construction is finished.
With the newest software tools, we can create an astonishingly realistic looking 3D environment that can be manipulated or viewed from any angle. We use the exact measurements from the architectural design to produce a model that is perfectly to scale, and can give you a preview of how a space will look and function. With exterior models, we can work from photographs of the site to place your building exactly where it will be when it is completed, and give you an accurate picture of how it will look in natural light and as a part of its surroundings in Houston . For interiors, we will build it exactly to scale, and can alter colors, lighting, furnishings, and décor to your heart's desire, letting you try out a variety of different arrangements before the space is even built.
Whether you are designing and building new construction, planning a remodel or redevelopment, or just working on interior design, our 3D models will make sure that you know what you are getting before you get it. This technology also adds a lot of efficiency to the design process, because it eliminates regrets and second thoughts when you see the finished work. We very rarely need to go back and redo any work, because we can make sure our clients are happy with the model before any actual construction starts.
Unlike some other architectural firms in Houston , we do our own 3D design in house rather than outsourcing it to a 3D modeling company, which saves our clients both time and money. Contact us for a quote today!


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Q: No Such Module 'Google Mobile Ads' Error I got an error when I add Google Mobile ads into my Xcode.I tried all the answers in Stack through adding and locating the paths but it still says there is an error.Can you please help me on this?

A: I got the solution!
I had mistakenly copy-pasted the Google Mobile Ads file in the folder where the ViewController and AppDelegate are found.Then I Cut it back and Paste it to the Framework folder and the error is gone.

redpajama_set_name: RedPajamaStackExchange


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Title 12 → Chapter VII → Subchapter A → Part 709
Title 12: Banks and Banking
PART 709—INVOLUNTARY LIQUIDATION OF FEDERAL CREDIT UNIONS AND ADJUDICATION OF CREDITOR CLAIMS INVOLVING FEDERALLY INSURED CREDIT UNIONS IN LIQUIDATION
§709.0 Scope.
§709.1 Definitions.
§709.2 NCUA Board as liquidating agent.
§709.3 Challenge to revocation of charter and involuntary liquidation.
§709.4 Powers and duties of liquidating agent.
§709.5 Payout priorities in involuntary liquidation.
§709.6 Initial determination of creditor claims by the liquidating agent.
§709.7 Procedures for agency review or judicial determination of claims.
§709.8 Expedited determination of creditor claims.
§709.9 Treatment of financial assets transferred in connection with a securitization or participation.
§709.10 Treatment by conservator or liquidating agent of collateralized public funds.
§709.11 Prepayment fees to Federal Home Loan Bank.
§709.12 Treatment of swap agreements in liquidation or conservatorship.
Authority: 12 U.S.C. 1757, 1766, 1767, 1786(h), 1786(t), and 1787(b)(4), 1788, 1789, 1789a.
Source: 56 FR 56925, Nov. 7, 1991, unless otherwise noted.
Editorial Note: Nomenclature changes to part 709 appear at 84 FR 1607, Feb. 5, 2019.
The rules and procedures in this part apply to charter revocations of federal credit unions under 12 U.S.C. 1787(a)(1)(A), (B), the involuntary liquidation and adjudication of creditor claims in all cases involving federally insured credit unions, the treatment by the Board as conservator or liquidating agent of financial assets transferred in connection with a securitization or participation or of public funds held by a federally insured credit union, and the allowance of prepayment fees to Federal Home Loan Banks under specified conditions. Remaining sections of this part are applicable to all federally insured credit unions. This part does not apply to share insurance claims arising out of the liquidation of a federally insured credit union. Insurance claims are decided pursuant to part 745 of this chapter.
[56 FR 56925, Nov. 7, 1991, as amended at 65 FR 55442, Sept. 14, 2000; 66 FR 11230, Feb. 23, 2001; 66 FR 40575, Aug. 3, 2001]
For the purposes of this part, the following definitions apply:
(a) General Counsel means the General Counsel of the National Credit Union Administration or any attorney assigned to the General Counsel's staff.
(b) Liquidating Agent means the NCUA Board or person(s) appointed by it with delegated authority to carry out the liquidation of the credit union.
(c) Insolvent means insolvent as that term is defined in §700.2 of this chapter.
(d) Claim means a creditor's claim against the credit union in liquidation. This term does not include insurance claims arising out of the liquidation of a federally insured credit union. Insurance claims are decided pursuant to part 745 of this chapter.
(e) Shareholder means members, nonmembers, accountholders or any other party or entity that is the owner of a share, share certificate or share draft account or the equivalent of such accounts under state law.
[56 FR 56925, Nov. 7, 1991, as amended at 69 FR 27828, May 17, 2004; 78 FR 32545, May 31, 2013]
(a) The Board, as liquidating agent, by operation of law and without any conveyance or other instrument, act or deed, shall succeed to all the rights, titles, powers, and privileges of the credit union, and of its shareholders, officers, and directors, with respect to the credit union and its assets, and such shareholders, officers, or directors, shall not thereafter have or exercise any such rights, powers, or privileges or act in connection with any assets or property of any nature of the credit union.
(b) The Board, as liquidating agent, shall take possession of and title to books, records, and assets of every description of such credit union to which such credit union has rights of possession and title to all offices and other facilities of such credit union.
If a Federal credit union is determined to be insolvent and placed into liquidation pursuant to 12 U.S.C. 1787, the Federal credit union may, not later than 10 days after the date on which the Board closes the credit union for liquidation, apply to the United States District Court for the Judicial district in which the principal office of the credit union is located or the United States District Court for the District of Columbia for an order requiring the Board to show cause why it should not be prohibited from continuing such liquidation. Notwithstanding other provisions of this part, the board of directors of the credit union may meet following the placing of the institution into liquidation for the sole purpose of considering and authorizing the filing of this action in the name of the credit union. No such action in the name of the credit union may be instituted without the authorization of the board of directors of the institution pursuant to a valid board of directors resolution. No credit union funds shall be available to pay expenses incurred in bringing a legal action to challenge the Board's liquidation action.
(a) Inventory of assets. As soon as practicable after taking possession, the liquidating agent shall inventory the assets of such credit union as of the date of taking possession, showing the value as carried on the books of the credit union, and the security therefore, if any, a brief description of the assets and any security, and a record of the credit union's creditor and accounts liabilities.
(b) Notice to creditors. The liquidating agent shall promptly publish a notice to the credit union's creditors to present their claims, together with proof, to the liquidating agent by a date specified in the notice. This date shall be not less than 90 days after the publication of the notice. The liquidating agent shall republish such notice approximately one and two months, respectively, after the initial publication. At the time of initial publication, the liquidating agent shall mail a notice similar to the published notice to any creditor shown on the credit union's books at the last address appearing therein. If the liquidating agent discovers the name of a creditor whose name does not appear on the credit union's books, a notice similar to the published notice shall be mailed to such creditor within 30 days after the discovery of the name and address.
(c) General. The liquidating agent shall collect all obligations and money due such credit union and may, to the extent consistent with its appointment, do all things desirable or expedient in its discretion to wind up the affairs of the credit union including, but not limited to, the following:
(1) Exercise all rights and powers of the credit union including, but not limited to, any rights and powers under any mortgage, deed of trust, chose in action, option, collateral note, contract, judgment or decree, or instrument of any nature;
(2) Institute, prosecute, maintain, defend, intervene, and otherwise participate in any and all actions, suits, or other legal proceedings by and against the liquidating agent or the credit union or in which the liquidating agent, the credit union, or its creditors or shareholders, or any of them, shall have an interest, and in every way to represent the credit union, its shareholders and creditors, subject to the direction of General Counsel;
(3) Employ on a salary or fee basis such persons as in the judgment of the liquidating agent are necessary or desirable to carry out its responsibilities and functions, including, but not limited to, appraisers and Certified Public Accountants, and pay the costs out of the assets of the liquidated credit union;
(4) Employ or retain any attorney or attorneys designated by, or acceptable to, the General Counsel in connection with litigation or for legal advice and assistance, for the liquidation generally or in particular instances, and pay compensation and retainers of such attorney or attorneys, together with all expenses, including, but not limited to, the costs and expenses of any litigation, as approved by the General Counsel, out of the assets of the liquidated credit union;
(5) Execute, acknowledge, and deliver any and all deeds, contracts, leases, assignments, bills of sale, releases, extensions, satisfactions, and other instruments necessary or proper for any purposes, including, but not limited to, the effectuation, termination, or transfer of real, personal or mixed property, or that shall be necessary or proper to liquidate the credit union, and any deed or other instrument executed pursuant to the authority hereby given shall be as valid and effective for all purposes as if the same had been executed as the act and deed of the credit union;
(6) With concurrence of General Counsel, disaffirm or repudiate any contract or lease to which the credit union is a party, the performance of which the liquidating agent, in his sole discretion, determines to be burdensome, and which disaffirmance or repudiation in the liquidating agent's sole discretion will promote the orderly administration of the credit union's affairs;
(7) Deposit, withdraw, or transfer funds, and otherwise exercise complete control over all investment or depository accounts maintained by or for the credit union at financial dispository or similar institutions;
(8) Do such things, and have such rights, powers, privileges, immunities, and duties, whether or not otherwise granted in this part 709, as shall be authorized, directed, conferred, or imposed from time to time by the Board, or as shall be conferred by the Federal Credit Union Act;
(9) Exercise such other authority as is conferred by the Federal Credit Union Act; and
(10) Where acting as liquidating agent for a federally insured state-chartered credit union, exercise all the rights, powers, and privileges granted by state law to such a liquidating agent.
(d) Expenditure of funds of the liquidation. The liquidating agent shall have power to:
(1) Pay all costs and expenses of the liquidation as determined by the liquidating agent;
(2) Pay off and discharge taxes and liens;
(3) Pay out and expend such sums as are deemed necessary or advisable for or in connection with the preservation, maintenance, conservation, protection, remodeling, repair, rehabilitation, or improvement of any asset or property of any nature of the credit union or the liquidating agent;
(4) Pay off and discharge any assessments, liens, claims, or charges of any kind against any asset or property of any nature on which the credit union or the liquidating agent has a lien by way of mortgage, deed of trust, pledge, or otherwise, or in which the credit union or liquidating agent has any interest;
(5) Settle, compromise, or obtain the release of, for cash or other consideration, claims and demands against the credit union or the liquidating agent; and
(6) Indemnify its employees and agents from the assets of the credit union against liabilities incurred in the good faith performance of their duties.
(e) Assets, claims, and contracts. The liquidating agent shall have power to:
(1) Sell for cash or on terms, exchange, assign, or otherwise dispose of, in whole or in part, any or all of the assets and property of the credit union, real, personal and mixed, tangible and intangible, of any nature, including any mortgage, deed of trust, chose in action, bond, note, contract, judgment, or decree, share or certificate of share of stock or debt, owing to the credit union or the liquidating agent; and
(2) Surrender, abandon, and release any chose in action, or other assets or property of any nature, whether the subject of pending litigation or not, and settle, compromise, modify, or release, for cash or other consideration, claims and demands in favor of the credit union or the liquidating agent.
[56 FR 56925, Nov. 7, 1991, as amended at 75 FR 34621, June 18, 2010; 84 FR 1607, Feb. 5, 2019]
(a) Claimants whose claims are secured shall receive their security. To the extent their respective claims exceed the value of the security for those claims, as determined to the satisfaction of the liquidating agent, they shall each have an unsecured claim against the credit union having priority as provided in paragraph (b) of this section.
(b) Unsecured claims against the liquidation estate that are proved to the satisfaction of the liquidating agent shall have priority in the following order:
(1) Administrative costs and expenses of liquidation;
(2) Claims for wages and salaries, including vacation, severance, and sick leave pay; provided, however, that, in accordance with §750.7 of this chapter, no claim for vacation, severance, or sick leave pay is provable unless entitlement to the benefit is provided for in the credit union employee handbook or other written credit union record, is calculable in accordance with an objective formula, and is available to all employees who meet applicable eligibility requirements, such as minimum length of service, or if such payment is required by applicable state or local law;
(3) Taxes legally due and owing to the United States or any state or subdivision thereof;
(4) Debts due and owing the United States, including the National Credit Union Administration;
(5) General creditors, and secured creditors (to the extent that their respective claims exceed the value of the security for those claims);
(6) Shareholders to the extent of their respective uninsured shares and the National Credit Union Share Insurance Fund to the extent of its payment of share insurance;
(7) in a case involving liquidation of a corporate credit union, holders of then-outstanding membership capital accounts and nonperpetual capital accounts or instruments to the extent not depleted in a calendar year prior to the date of liquidation and also subject to the capital priority option described in appendix A of part 704 of this chapter;
(8) In a case involving liquidation of a low-income designated credit union, any outstanding secondary capital accounts issued pursuant to the authority of §701.34 or §741.204(c) of this chapter; and
(9) in a case involving liquidation of a corporate credit union, holders of then-outstanding paid in capital or perpetual contributed capital instruments to the extent not depleted in a calendar year prior to the date of liquidation and also subject to the capital priority option described in appendix A of part 704 of this chapter;
(c) Priorities are to be based on the circumstances that exist on the date of liquidation.
(d) If the repudiation or disaffirmance of any contract or lease gives rise to a claim for damages, such claim shall be considered a general creditor claim under paragraph (b)(5) of this section and not a cost or expense of liquidation under paragraph (b)(1) of this section.
(e) All unsecured claims of any category or class or priority described in paragraphs (b)(1) through (b)(7) of this section shall be paid in full, or provisions made for such payment, before any claims of lesser priority are paid. If there are insufficient funds to pay all claims of a category or class, payment shall be made pro rata. Notwithstanding anything to the contrary herein, the liquidating agent may, at any time, and from time to time, prior to the payment in full of all claims of a category or class with higher priority, make such distributions to claimants in priority categories described in paragraphs (b)(1), (b)(2), (b)(3), (b)(4), and (b)(5) of this section as the liquidating agent believes are reasonably necessary to conduct the liquidation, provided that the liquidating agent determines that adequate funds exist or will be recovered during the liquidation to pay in full all claims of any higher priority. If a surplus remains after making distribution in full on all allowed claims described in paragraphs (b)(1) through (b)(9) of this section, such surplus shall be distributed pro rata to the credit union's shareholders.
[56 FR 56825, Nov. 7, 1991, as amended at 61 FR 3791, Feb. 2, 1996; 62 FR 12949, Mar. 19, 1997; 64 FR 57365, Oct. 25, 1999; 75 FR 64859, Oct. 20, 2010; 83 FR 24652, May 30, 2018]
(a)(1) Any party wishing to submit a claim against the liquidated credit union must submit a written proof of claim in accordance with the requirements set forth in the notice to creditors. A failure to submit a written claim within the time provided in the notice to creditors shall be deemed a waiver of said claim and claimant shall have no further rights or remedies with respect to such claim.
(2) Notwithstanding paragraph (a)(1) of this section, the liquidating agent may, at his discretion, consider an untimely claim provide the following two criteria are present:
(i) The claimant did not receive notice of the appointment of the liquidating agent in time to file a claim before the date provided for in the notice; and
(ii) The claim is filed in time to permit payment of the claim.
(b) The liquidating agent may require submission of supplemental evidence by the claimant and by interested parties in the event of a dispute concerning a claim against any asset of the liquidated credit union. In requiring the submission of supplemental evidence, the liquidating agent may set such limitations of time, scope, and size as the liquidating agent deems reasonable in the circumstances, and may refuse to include in the record submissions or portions of submissions not in compliance with such limitations or requirements. The liquidating agent shall compile such written record of a claim or dispute as, in its discretion, is deemed sufficient to provide a reasonable basis for allowing or disallowing a claim or resolving a dispute. This written record shall be considered the administrative record.
(c) The liquidating agent shall determine whether to allow or disallow a claim and shall notify the claimant within 180 days from the date a claim against a credit union is filed pursuant to paragraph (a)(1) of the section. This 180-day period may be extended by written agreement between the claimant and the liquidating agent. Failure by the liquidating agent to determine a claim and notify the claimant within the 180-day period or, if the period is extended, within the extended period, shall be deemed a denial of the claim.
(d) If a claim or any portion thereof is disallowed, the notice to the claimant shall contain a statement of the reasons for the disallowance and an explanation of appeal rights pursuant to §709.7 of this part.
(e) Notice of any determination with respect to a claim shall be sufficient if mailed to the most recent address of the claimant which appears:
(1) On the credit union's books;
(2) In the claim filed by the claimant; or
(3) In the documents submitted in the proof of claim.
(f) In the event the liquidating agent disallows all or part of a claim, the liquidating agent shall file with the Board, or its designated agent, a report of its determination. This report shall become part of the record and shall include the notice to the claimant and findings on all issues raised and decided by the liquidating agent.
(a) General. A claimant may either request agency review of an initial determination of the liquidating agent to disallow a claim or seek a de novo judicial determination of claims. In order to receive agency review of an initial determination, a claimant must request an administrative appeal before the NCUA Board. In order to seek a judicial determination, a claimant must file suit (or continue an action commenced before the appointment of the liquidating agent) in the district or territorial court of the United States for the district within which the credit union's principal place of business is located or the United States District Court for the District of Columbia.
(b) Procedures for agency review. A claimant requesting an administrative appeal may request a hearing on the record conducted pursuant to the procedures set forth in subpart A of part 747 of this chapter. The determination of whether to agree to a request for a hearing on the record shall rest solely with the NCUA Board, which shall notify the claimant of its decision in writing. Alternatively, a claimant may request an appeal before the NCUA Board pursuant to the procedures set forth in subpart B to part 746 of this chapter.
(c) Deadline to request agency review or file suit. A claimant must request agency review of an initial determination or file suit (or continue an action commenced before the appointment of the liquidating agent) within 60 days from the mailing of the initial determination or the expiration of the time period for the liquidating agent to determine claims under §709.6(c), whichever is earlier. A request for a hearing on the record will suspend the 60-day period for filing a lawsuit (or continuing an action commenced before the appointment of the liquidating agent) from the date of the claimant's request to the date of the NCUA Board's decision regarding that request. If a claimant fails to either request a hearing on the record or an appeal to the Board or file suit (or continue an action commenced before the appointment of the liquidating agent) within the 60-day period, any disallowance of claims shall be final and the claimant shall have no further rights or remedies with respect to such claims.
(d) Reconsideration. Prior to requesting agency review or filing or continuing a lawsuit, a claimant may request reconsideration of the initial determination of the liquidating agent in accordance with the procedures set forth in subpart B to part 746 of this chapter. The deadline to request agency review or file suit (or continue an action commenced before the appointment of the liquidating agent) in paragraph (c) of this section will be suspended from the date of the claimant's request to the date of the liquidating agent's decision regarding that request.
[82 FR 50294, Oct. 30, 2017]
(a) General. The provisions of this section establish procedures under which claimants may request expedited relief in lieu of the procedures set forth in §709.6 of this part. A claimant shall be entitled to expedited determination of a claim only upon a showing that there exists a legally valid and enforceable or perfected security interest in assets of the liquidated credit union and that irreparable injury will occur if the routine claims procedure is followed.
(b) Filing of request for expedited relief. All requests for expedited relief must be filed within 30 days from the date of mailing, by the liquidating agent, of the notice to the creditor concerned. The request shall be deemed to be filed when received by the Secretary of the Board, National Credit Union Administration, 1775 Duke Street, Alexandria, VA 22314-3428. A copy of the request must be simultaneously served upon the liquidating agent for the credit union concerned. There shall be no right of personal appearance before the Board in connection with any claim submitted under this paragraph.
(c) Content of request for expedited relief. Any Request for Expedited Relief must contain the following:
(1) A clear and concise statement of the facts and issues on which the request is based;
(2) A clear and concise statement describing the nature of any security interests in any assets of the credit union;
(3) A clear and concise statement of the probable, imminent and irreparable harm likely to occur if expedited relief is not granted;
(4) An assessment of the likelihood of success on the merits of the underlying claim, including statutory citations and relevant documentation supporting the merits of the claim;
(5) Any other relevant documentation that supports the request;
(6) Citations to applicable statutes, regulations, or other legal authority; and
(7) A signed statement certifying that a copy of the request has been mailed or hand delivered to the liquidating agent on or before the day that the request was filed with the Board.
(d) Burden of proof. The burden of proving entitlement to expedited relief rests at all times with the requester.
(e) Additional information. The Board may order the filing of additional information and or documentation in order to make its determination. Such filing shall be on a date certain, and failure to provide the additional documentation or information may constitute the sole grounds for denial of the request.
(f) Decision. Before the end of the 90-day period beginning on the date a request filed, the Board shall render its decision and provide it to the requester. The Board will determine whether to grant expedited review and allow or disallow the claim or whether such claim should be resolved pursuant to the claims process described in §709.6 of this part.
(1) Expedited review denied. A decision by the Board that expedited review is not appropriate shall be final and the claim shall be decided pursuant to the claims adjudication process set forth in §709.6 of this part.
(2) Expedited review granted. If expedited review is granted, the Board shall decide the claim. If the claim is disallowed, in whole or part, the decision shall contain a statement of each reason for the disallowance and the procedure for obtaining judicial review.
(g) Period for filing or renewing suit. Any claimant who files a request for expedited relief shall be permitted to file a suit, or to continue a suit filed before the appointment of the liquidating agent, seeking a determination of the claimant's rights with respect to its security interest after the earlier of:
(1) The end of the 90-day period beginning on the date of the filing of a request for expedited relief; or
(2) The date the Board denies all or part of the claim.
(h) Statute of limitations. If an action described in paragraph (g) of this section 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 action or motion may be filed in accordance with paragraph (g) of this section, the claim shall be deemed to be disallowed as of the end of such period (other than any portion of such claim that was allowed by the Board). Such disallowance shall be final and the claimant shall have no further rights or remedies with respect to such claim.
[56 FR 56925, Nov. 7, 1991, as amended at 59 FR 36041, July 15, 1994; 75 FR 34621, June 18, 2010. Redesignated at 82 FR 50294, Oct. 30, 2017]
(a) Definitions.
Financial asset means cash or a contract or instrument that conveys to one entity a contractual right to receive cash or another financial instrument from another entity.
Investor means a person or entity that owns an obligation issued by an issuing entity.
Issuing entity means an entity that owns a financial asset or financial assets transferred by the sponsor and issues obligations supported by such asset or assets. Issuing entities may include, but are not limited to, corporations, partnerships, trusts, and limited liability companies and are commonly referred to as special purpose vehicles or special purpose entities. To the extent a securitization is structured as a multi-step transfer, the term issuing entity would include both the issuer of the obligations and any intermediate entities that may be a transferee. Notwithstanding the foregoing, a Specified GSE or an entity established or guaranteed by a Specified GSE does not constitute an issuing entity.
Monetary default means a default in the payment of principal or interest when due following the expiration of any cure period.
Obligation means a debt or equity (or mixed) beneficial interest or security that is primarily serviced by the cash flows of one or more financial assets or financial asset pools, either fixed or revolving, that by their terms convert into cash within a finite time period, or upon the disposition of the underlying financial assets, and by any rights or other assets designed to assure the servicing or timely distributions of proceeds to the security holders issued by an issuing entity. The term may include beneficial interests in a grantor trust, common law trust or similar issuing entity to the extent that such interests satisfy the criteria set forth in the preceding sentence, but does not include LLC interests, partnership interests, common or preferred equity, or similar instruments evidencing ownership of the issuing entity.
Participation means the transfer or assignment of an undivided interest in all or part of a financial asset, that has all of the characteristics of a "participating interest," from a seller, known as the "lead," to a buyer, known as the "participant," without recourse to the lead, pursuant to an agreement between the lead and the participant. "Without recourse" means that the participation is not subject to any agreement that requires the lead to repurchase the participant's interest or to otherwise compensate the participant upon the borrower's default on the underlying obligation.
Securitization means the issuance by an issuing entity of obligations for which the investors are relying on the cash flow or market value characteristics and the credit quality of transferred financial assets (together with any external credit support permitted by this section) to repay the obligations.
Servicer means any entity responsible for the management or collection of some or all of the financial assets on behalf of the issuing entity or making allocations or distributions to holders of the obligations, including reporting on the overall cash flow and credit characteristics of the financial assets supporting the securitization to enable the issuing entity to make payments to investors on the obligations. The term "servicer" does not include a trustee for the issuing entity or the holders of obligations that makes allocations or distributions to holders of the obligations if the trustee receives such allocations or distributions from a servicer and the trustee does not otherwise perform the functions of a servicer.
Specified GSE means each of the following:
(1) The Federal National Mortgage Association and any affiliate thereof;
(2) Federal Home Loan Mortgage Corporation and any affiliate thereof;
(3) The Government National Mortgage Association; and
(4) Any Federal or State sponsored mortgage finance agency.
Sponsor means a person or entity that organizes and initiates a securitization by transferring financial assets, either directly or indirectly, including through an affiliate, to an issuing entity, whether or not such person owns an interest in the issuing entity or owns any of the obligations issued by the issuing entity.
Transfer means:
(1) The conveyance of a financial asset or financial assets to an issuing entity; or
(2) The creation of a security interest in such asset or assets for the benefit of the issuing entity.
(b) Coverage. This section applies to securitizations that meet the following criteria:
(1) Capital structure and financial assets. The documents creating the securitization must define the payment structure and capital structure of the transaction.
(i) Requirements applicable to all securitizations. (A) The securitization may not consist of re-securitizations of obligations or collateralized debt obligations unless the documents creating the securitization require that disclosures required in paragraph (b)(2) of this section are made available to investors for the underlying assets supporting the securitization at initiation and while obligations are outstanding; and
(B) The documents creating the securitization must require that payment of principal and interest on the securitization obligation will be primarily based on the performance of financial assets that are transferred to the issuing entity and, except for interest rate or currency mismatches between the financial assets and the obligations, will not be contingent on market or credit events that are independent of such financial assets. The securitization may not be an unfunded securitization or a synthetic transaction.
(ii) Requirements applicable only to securitizations in which the financial assets include any residential mortgage loans. (A) The capital structure of the securitization must be limited to no more than six credit tranches and cannot include "sub-tranches," grantor trusts or other structures. Notwithstanding the foregoing, the most senior credit tranche may include time-based sequential pay or planned amortization and companion sub-tranches; and
(B) The credit quality of the obligations cannot be enhanced at the issuing entity or pool level through external credit support or guarantees. However, the credit quality of the obligations may be enhanced by credit support or guarantees provided by Specified GSEs and the temporary payment of principal and/or interest may be supported by liquidity facilities, including facilities designed to permit the temporary payment of interest following appointment of the NCUA Board as conservator or liquidating agent. Individual financial assets transferred into a securitization may be guaranteed, insured, or otherwise benefit from credit support at the loan level through mortgage and similar insurance or guarantees, including by private companies, agencies or other governmental entities, or government-sponsored enterprises, and/or through co-signers or other guarantees.
(2) Disclosures. The documents must require that the sponsor, issuing entity, and/or servicer, as appropriate, will make available to investors, information describing the financial assets, obligations, capital structure, compensation of relevant parties, and relevant historical performance data set forth in this paragraph (b)(2).
(i) Requirements applicable to all securitizations. (A) The documents must require that, on or prior to issuance of obligations and at the time of delivery of any periodic distribution report and, in any event, at least once per calendar quarter, while obligations are outstanding, information about the obligations and the securitized financial assets will be disclosed to all potential investors at the financial asset or pool level and security level, as appropriate for the financial assets, to enable evaluation and analysis of the credit risk and performance of the obligations and financial assets. The documents must require that such information and its disclosure, at a minimum, complies with the requirements of Securities and Exchange Commission Regulation AB, or any successor disclosure requirements for public issuances, even if the obligations are issued in a private placement or are not otherwise required to be registered. Information that is unknown or not available to the sponsor or the issuer after reasonable investigation may be omitted if the issuer includes a statement in the offering documents disclosing that the specific information is otherwise unavailable.
(B) The documents must require that, on or prior to issuance of obligations, the structure of the securitization and the credit and payment performance of the obligations will be disclosed, including the capital or tranche structure, the priority of payments, and specific subordination features; representations and warranties made with respect to the financial assets, the remedies for, and the time permitted for cure of any breach of representations and warranties, including the repurchase of financial assets, if applicable; liquidity facilities and any credit enhancements permitted by this rule, any waterfall triggers, or priority of payment reversal features; and policies governing delinquencies, servicer advances, loss mitigation, and write-offs of financial assets.
(C) The documents must require that while obligations are outstanding, the issuing entity will provide to investors information with respect to the credit performance of the obligations and the financial assets, including periodic and cumulative financial asset performance data, delinquency and modification data for the financial assets, substitutions and removal of financial assets, servicer advances, as well as losses that were allocated to such tranche and remaining balance of financial assets supporting such tranche, if applicable, and the percentage of each tranche in relation to the securitization as a whole.
(D) In connection with the issuance of obligations, the documents must disclose the nature and amount of compensation paid to the originator, sponsor, rating agency or third-party advisor, any mortgage or other broker, and the servicer(s), and the extent to which any risk of loss on the underlying assets is retained by any of them for such securitization be disclosed. The securitization documents must require the issuer to provide to investors while obligations are outstanding any changes to such information and the amount and nature of payments of any deferred compensation or similar arrangements to any of the parties.
(ii) Requirements applicable only to securitizations in which the financial assets include any residential mortgage loans. (A) Prior to issuance of obligations, sponsors must disclose loan level information about the financial assets including, but not limited to, loan type, loan structure (for example, fixed or adjustable, resets, interest rate caps, balloon payments, etc.), maturity, interest rate and/or Annual Percentage Rate, and location of the property.
(B) Prior to issuance of obligations, sponsors must affirm compliance in all material respects with applicable statutory and regulatory standards for the underwriting and origination of residential mortgage loans. Sponsors must disclose a third-party due diligence report on compliance with such standards and the representations and warranties made with respect to the financial assets.
(C) The documents must require that prior to issuance of obligations and while obligations are outstanding, servicers will disclose any ownership interest by the servicer or an affiliate of the servicer in other whole loans secured by the same real property that secures a loan included in the financial asset pool. The ownership of an obligation, as defined in this regulation, does not constitute an ownership interest requiring disclosure.
(3) Documentation and recordkeeping. The documents creating the securitization must specify the respective contractual rights and responsibilities of all parties and include the requirements described in paragraph (b)(3) of this section and use as appropriate any available standardized documentation for each different asset class.
(i) Requirements applicable to all securitizations. The documents must define the contractual rights and responsibilities of the parties, including but not limited to representations and warranties and ongoing disclosure requirements, and any measures to avoid conflicts of interest; and provide authority for the parties, including but not limited to the originator, sponsor, servicer, and investors, to fulfill their respective duties and exercise their rights under the contracts and clearly distinguish between any multiple roles performed by any party.
(ii) Requirements applicable only to securitizations in which the financial assets include any residential mortgage loans. (A) Servicing and other agreements must provide servicers with authority, subject to contractual oversight by any master servicer or oversight advisor, if any, to mitigate losses on financial assets consistent with maximizing the net present value of the financial asset. Servicers shall have the authority to modify assets to address reasonably foreseeable default, and to take other action to maximize the value and minimize losses on the securitized financial assets. The documents shall require that the servicers apply industry best practices for asset management and servicing. The documents shall require the servicer to act for the benefit of all investors, and not for the benefit of any particular class of investors, that the servicer maintain records of its actions to permit full review by the trustee or other representative of the investors and that the servicer must commence action to mitigate losses no later than ninety (90) days after an asset first becomes delinquent unless all delinquencies have been cured, provided that this requirement will not be deemed to require that the documents include any provision concerning loss mitigation that requires any action that may conflict with the requirements of Regulation X (12 CFR part 1024), as Regulation X may be amended or modified from time to time.
(B) The servicing agreement may not require a primary servicer to advance delinquent payments of principal and interest for more than three payment periods, unless financing or reimbursement facilities are available, which may include, but are not limited to, the obligations of the master servicer or issuing entity to fund or reimburse the primary servicer, or alternative reimbursement facilities. Such "financing or reimbursement facilities" under this paragraph may not be dependent for repayment on foreclosure proceeds.
(4) Compensation. The following requirements apply only to securitizations in which the financial assets include any residential mortgage loans. Compensation to parties involved in the securitization of such financial assets must be structured to provide incentives for sustainable credit and the long-term performance of the financial assets and securitization as follows:
(i) The documents must require that any fees or other compensation for services payable to credit rating agencies or similar third-party evaluation companies are payable, in part, over the five-year period after the first issuance of the obligations based on the performance of surveillance services and the performance of the financial assets, with no more than sixty percent of the total estimated compensation due at closing; and
(ii) The documents must provide that compensation to servicers will include incentives for servicing, including payment for loan restructuring or other loss mitigation activities, which maximizes the net present value of the financial assets. Such incentives may include payments for specific services, and actual expenses, to maximize the net present value or a structure of incentive fees to maximize the net present value, or any combination of the foregoing that provides such incentives.
(5) Origination and retention requirements—(i) Requirements applicable to all securitizations. For any securitization, the documents creating the securitization shall require retention of an economic interest in the credit risk of the financial assets in accordance with the regulations required under Section 15G of the Securities Exchange Act, 15 U.S.C. 78a et seq., added by Section 941(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, including restrictions on sale, pledging and hedging set forth therein.
(ii) Requirements applicable only to securitizations in which the financial assets include any residential mortgage loans. (A) The documents must require the establishment of a reserve fund equal to at least five (5) percent of the cash proceeds of the securitization payable to the sponsor to cover the repurchase of any financial assets required for breach of representations and warranties. The balance of such fund, if any, must be released to the sponsor one year after the date of issuance.
(B) The documents must include a representation that the assets were originated in all material respects in compliance with statutory, regulatory, and originator underwriting standards in effect at the time of origination. The documents must include a representation that the mortgages included in the securitization were underwritten at the fully indexed rate, based upon the borrowers' ability to repay the mortgage according to its terms, and rely on documented income and comply with all existing all laws, rules, regulations, and guidance governing the underwriting of residential mortgages by federally insured credit unions.
(c) Other requirements. (1) The transaction should be an arms-length, bona fide securitization transaction. The documents must require that the obligations issued in a securitization shall not be predominantly sold to a credit union service organization in which the sponsor credit union has an interest (other than a wholly-owned credit union service organization consolidated for accounting and capital purposes with the credit union) or insider of the sponsor;
(2) The securitization agreements are in writing, approved by the board of directors of the credit union or its loan committee (as reflected in the minutes of a meeting of the board of directors or committee), and have been, continuously, from the time of execution in the official record of the credit union;
(3) The securitization was entered into in the ordinary course of business, not in contemplation of insolvency and with no intent to hinder, delay, or defraud the credit union or its creditors;
(4) The transfer was made for adequate consideration;
(5) The transfer and/or security interest was properly perfected under the UCC or applicable state law;
(6) The transfer and duties of the sponsor as transferor must be evidenced in a separate agreement from its duties, if any, as servicer, custodian, paying agent, credit support provider, or in any capacity other than the transferor; and
(7) The documents must require that the sponsor separately identify in its financial asset data bases the financial assets transferred into any securitization and maintain (i) an electronic or paper copy of the closing documents for each securitization in a readily accessible form, (ii) a current list of all of its outstanding securitizations and the respective issuing entities, and (iii) the most recent Securities and Exchange Commission Form 10-K, if applicable, or other periodic financial report for each securitization and issuing entity. The documents must provide that to the extent serving as servicer, custodian, or paying agent for the securitization, the sponsor may not comingle amounts received with respect to the financial assets with its own assets except for the time, not to exceed two business days, necessary to clear any payments received. The documents must require that the sponsor will make these records readily available for review by NCUA promptly upon written request.
(d) Safe harbor—(1) Participations. With respect to transfers of financial assets made in connection with participations, the NCUA Board as conservator or liquidating agent will not, in the exercise of its statutory authority to disaffirm or repudiate contracts, reclaim, recover, or recharacterize as property of the credit union or the liquidation estate any such transferred financial assets, provided that such transfer satisfies the conditions for sale accounting treatment under generally accepted accounting principles, except for the "legal isolation" condition that is addressed by this section. The foregoing sentence applies to a last-in, first-out participation, provided that the transfer of a portion of the financial asset satisfies the conditions for sale accounting treatment under generally accepted accounting principles that would have applied to such portion if it had met the definition of a "participating interest," except for the "legal isolation" condition that is addressed by this section.
(2) For securitizations meeting sale accounting requirements. With respect to any securitization for which transfers of financial assets were made after adoption of this rule, or from a master trust or revolving trust established after adoption of this rule, and which complies with the requirements applicable to that securitization as set forth in paragraphs (b) and (c) of this section, the NCUA Board as conservator or liquidating agent will not, in the exercise of its statutory authority to disaffirm or repudiate contracts, reclaim, recover, or recharacterize as property of the credit union or the liquidation estate such transferred financial assets, provided that such transfer satisfies the conditions for sale accounting treatment under generally accepted accounting principles in effect for reporting periods after November 15, 2009, except for the "legal isolation" condition that is addressed by this paragraph (d)(2).
(3) For securitizations not meeting sale accounting requirements. With respect to any securitization for which transfers of financial assets were made after adoption of this rule, or from a master trust or revolving trust established after adoption of this rule, and which complies with the requirements applicable to that securitization as set forth in paragraphs (b) and (c) of this section, but where the transfer does not satisfy the conditions for sale accounting treatment set forth by generally accepted accounting principles in effect for reporting periods after November 15, 2009, the following conditions apply:
(i) Monetary default. If, at any time after appointment, the NCUA Board as conservator or liquidating agent is in a monetary default under a securitization due to its failure to pay or apply collections from the financial assets received by it in accordance with the securitization documents, whether as servicer or otherwise, and remains in monetary default for ten business days after actual delivery of a written notice to the NCUA Board as conservator or liquidating agent pursuant to paragraph (f) of this section requesting the exercise of contractual rights because of such monetary default, the NCUA Board as conservator or liquidating agent hereby consents pursuant to 12 U.S.C. 1787(c)(13)(C) to the exercise of any contractual rights in accordance with the documents governing such securitization, including but not limited to taking possession of the financial assets and exercising self-help remedies as a secured creditor under the transfer agreements, provided no involvement of the conservator or liquidating agent is required other than such consents, waivers, or execution of transfer documents as may be reasonably requested in the ordinary course of business in order to facilitate the exercise of such contractual rights. Such consent does not waive or otherwise deprive the NCUA Board as conservator or liquidating agent or its assignees of any seller's interest or other obligation or interest issued by the issuing entity and held by the conservator or liquidating agent or its assignees, but shall serve as full satisfaction of the obligations of the insured credit union in conservatorship or liquidation and the NCUA Board as conservator or liquidating agent for all amounts due.
(ii) Repudiation. If the NCUA Board as conservator or liquidating agent provides a written notice of repudiation of the securitization agreement pursuant to which the financial assets were transferred, and does not pay damages, defined in this paragraph, within ten business days following the effective date of the notice, the NCUA Board as conservator or liquidating agent hereby consents pursuant to 12 U.S.C. 1787(c)(13)(C) to the exercise of any contractual rights in accordance with the documents governing such securitization, including but not limited to taking possession of the financial assets and exercising self-help remedies as a secured creditor under the transfer agreements, provided no involvement of the conservator or liquidating agent is required other than such consents, waivers, or execution of transfer documents as may be reasonably requested in the ordinary course of business in order to facilitate the exercise of such contractual rights. For purposes of this paragraph, the damages due will be in an amount equal to the par value of the obligations outstanding on the date of appointment of the conservator or liquidating agent, less any payments of principal received by the investors through the date of repudiation, plus unpaid, accrued interest through the date of repudiation in accordance with the contract documents to the extent actually received through payments on the financial assets received through the date of repudiation. Upon payment of such repudiation damages, all liens or claims on the financial assets created pursuant to the securitization documents shall be released. Such consent does not waive or otherwise deprive the NCUA Board as conservator or liquidating agent or its assignees of any seller's interest or other obligation or interest issued by the issuing entity and held by the conservator or liquidating agent or its assignees, but serves as full satisfaction of the obligations of the insured credit union in conservatorship or liquidation and the NCUA Board as conservator or liquidating agent for all amounts due.
(iii) Effect of repudiation. If the NCUA Board as conservator or liquidating agent repudiates or disaffirms a securitization agreement, it will not assert that any interest payments made to investors in accordance with the securitization documents before any such repudiation or disaffirmance remain the property of the conservatorship or liquidation.
(e) Consent to certain actions. Prior to repudiation or, in the case of a monetary default referred to in paragraph (d)(3)(i) of this section, prior to the effectiveness of the consent referred to therein, the NCUA Board as conservator or liquidating agent consents pursuant to 12 U.S.C. 1787(c)(13)(C) to the making of, or if serving as servicer, does make, the payments to the investors to the extent actually received through payments on the financial assets (but in the case of repudiation, only to the extent supported by payments on the financial assets received through the date of the giving of notice of repudiation) in accordance with the securitization documents, and, subject to the conservator's or liquidating agent's rights to repudiate such agreements, consents to any servicing activity required in furtherance of the securitization or, if acting as servicer, the conservator or liquidating agent performs such servicing activities in accordance with the terms of the applicable servicing agreements, with respect to the financial assets included in securitizations that meet the requirements applicable to that securitization as set forth in paragraphs (b) and (c) of this section.
(f) Notice for consent. Any party requesting the NCUA Board's consent as conservator or liquidating agent under 12 U.S.C. 1787(c)(13)(C) pursuant to paragraph (d)(3)(i) of this section must provide notice to the President, NCUA Asset Management & Assistance Center, 4807 Spicewood Springs Road, Suite 5100, Austin TX 78759-8490, and a statement of the basis upon which such request is made, and copies of all documentation supporting such request, including without limitation a copy of the applicable agreements and of any applicable notices under the contract.
(g) Contemporaneous requirement. The NCUA Board as conservator or liquidating agent will not seek to avoid an otherwise legally enforceable agreement that is executed by an insured credit union in connection with a securitization or in the form of a participation solely because the agreement does not meet the "contemporaneous" requirement of 12 U.S.C. 1787(b)(9) and 1788(a)(3).
(h) Limitations. The consents set forth in this section do not act to waive or relinquish any rights granted to NCUA in any capacity, including the NCUA Board as conservator or liquidating agent, pursuant to any other applicable law or any agreement or contract except as specifically set forth herein. Nothing contained in this section alters the claims priority of the securitized obligations.
(i) No waiver. This section does not authorize the attachment of any involuntary lien upon the property of the NCUA Board as conservator or liquidating agent. Nor does this section waive, limit, or otherwise affect the rights or powers of NCUA in any capacity, including the NCUA Board as conservator or liquidating agent, to take any action or to exercise any power not specifically mentioned, including but not limited to any rights, powers or remedies of the NCUA Board as conservator or liquidating agent regarding transfers or other conveyances taken in contemplation of the credit union's insolvency or with the intent to hinder, delay or defraud the credit union or the creditors of such credit union, or that is a fraudulent transfer under applicable law.
(j) No assignment. The right to consent under 12 U.S.C. 1787(c)(13)(C) may not be assigned or transferred to any purchaser of property from the NCUA Board as conservator or liquidating agent, other than to a conservator or bridge credit union.
(k) Repeal. This section may be repealed by NCUA upon 30 days' notice provided in the Federal Register, but any repeal does not apply to any issuance made in accordance with this section before such repeal.
[82 FR 29706, June 30, 2017. Redesignated at 82 FR 50294, Oct. 30, 2017]
An agreement to provide for the lawful collateralization of funds of a federal, state, or local governmental entity or of any depositor or member referred to in section 207(k)(2)(A) of the Act will not be deemed to be invalid under sections 207(b)(9) and 208(a)(3) of the Act solely because such agreement was not executed contemporaneously with the acquisition of collateral or with any changes, increases, or substitutions in the collateral made in accordance with such agreement, provided the following conditions are met:
(a) The agreement was undertaken in the ordinary course of business, not in contemplation of insolvency, and with no intent to hinder, delay or defraud the credit union or its creditors;
(b) The secured obligation represents a bona fide and arm's length transaction;
(c) The secured party or parties are not insiders or affiliates of the credit union;
(d) The grant or creation of the security interest was for adequate consideration; and,
(e) The security agreement evidencing the security interest is in writing, was approved by the credit union's board of directors, and has been continuously an official record of the credit union from the time of its execution.
[65 FR 55443, Sept. 14, 2000. Redesignated at 82 FR 50294, Oct. 30, 2017]
The Board as conservator or liquidating agent of a federally insured credit union in receipt of any extension of credit from a Federal Home Loan Bank will allow a claim for a prepayment fee by the Bank if:
(a) The claim is made pursuant to a written contract that provides for a prepayment fee but the prepayment fee allowed by the Board will not exceed the present value of the loss attributable to the difference between the contract rate of the secured borrowing and the reinvestment rate then available to the Bank; and
(b) The indebtedness owed to the Bank is secured by sufficient collateral in which a perfected security interest in favor of the Bank exists or as to which the Bank's security interest is entitled to priority under section 306(d) of the Competitive Equality Banking Act of 1987, 12 U.S.C. 1430(e), or otherwise so that the aggregate of the outstanding principal on the advances secured by the collateral, the accrued but unpaid interest on the outstanding principal and the prepayment fee applicable to the advances can be paid in full from the amounts realized from the collateral. For purposes of this paragraph, the adequacy of the collateral will be determined as of the date the prepayment fees are due and payable under the terms of the written contract.
[66 FR 40575, Aug. 3, 2001. Redesignated at 82 FR 50294, Oct. 30, 2017]
The Board has determined that a swap agreement, as defined in the Federal Deposit Insurance Act at 12 U.S.C. 1821(e)(8)(D)(vi), is a qualified financial contract for purposes of the special treatment for qualified financial contracts provided in 12 U.S.C. 1787(c). Any master agreement for any swap agreement, together with all supplements to such master agreement, will be treated as one swap agreement.
[68 FR 32356, May 30, 2003. Redesignated at 82 FR 50294, Oct. 30, 2017]


text:
TECH340-0221: Veterinary Hospice
Presenter: Lisa Dinolov, LVT (BAS), BSN
Course Open: February 3, 2021-February 27, 2021
Real Time Sessions (RTS): Wednesdays February 10 and 17, 2021: 9-10:30 PM ET
Level and Prerequisites: This basic course will be open to veterinary technicians/technologists and support staff actively interested in learning more about hospice care for the veterinary patient.
VSPN CE Course: "This program has been approved for 3 hours of continuing education credit in jurisdictions which recognize RACE approval. (20-759865)"
The veterinary technician's contribution to the end-of-life space has not yet been well defined. Hospice care has been and will continue to be recognized as an integral part of a client's experience. A greater effort to recognize a skill set that defines a veterinary technician's role during this tender and special experience is reviewed in this course. This course will help define a set of skills to illustrate the value, significance, and competency requirements to advocate for clients who travel toward the end-of-life space. This course will describe the meaning of the term "Ministry of Presence." This course seeks to describe the nuances of human emotion during feelings of loss and grief. A description of how human emotion, as illustrated in storytelling, seeks to engage the participant in empathy role playing. This course will give examples of the importance of a non-judgmental approach while helping the participant to recognize the subjective nature of the human-animal bond. The course has a limited focus and does not delve deeply into client support during times of grief. Part two of this course will focus on a knowledge base of disease processes and the absolute necessity of educating clients about the progression of disease and the process of aging. A brief review of the euthanasia process will be included in this course.
Week 1 (Real Time Session February 10): I Hear What You're Saying: Our Influence and Capacity to Listen
Define the veterinary technician's role during the end-of-life space.
Understand the skill set that displays value, competency, and advocacy.
Understand the meaning of the term "Ministry of Presence".
Identify the varied expressions of human emotion in storytelling.
Know the value of a non-judgmental approach.
Understand the subjective nature of the human-animal bond.
Week 2 (Real Time Session February 17): The Bold and The Confident: Caring for the Aging Patient
Understand the value of client education.
Feel greater confidence to engage with others on a deeper level.
Have a broader knowledge base of disease processes.
Understand how to support patient needs based on the progression of disease.
Recognize the chronological age of dogs and cats.
Identify early signs of commonly seen and preventable/manageable complications during the aging process.
Feel more confident to prepare a family for the euthanasia experience in the clinic setting.
Suggested Reading includes:
"Small Animal Medical Differential Diagnosis: A Book of Lists," 3rd Ed., Thompson, Mark S.: Elsevier, St. Louis, MO, 2018
"Treatment and Care of the Geriatric Patient," Gardner, Mary & McVety, Dani: Wiley & Sons, Hoboken, NJ, 2017
Lisa Dinolov, BAS, CVT, LVT, BSN began her work experience in 2001 as a veterinary assistant in General Practice in Northwest Florida. She recognized immediately that she had found her calling and began her studies at St. Petersburg College's Veterinary Technology program the following year, in 2002. She graduated with her AAS in 2005 and became credentialed in the State of Florida that same year. During her years in school, she worked with a Veterinary Neurologist. After graduation, she entered Veterinary Emergency medicine and worked as a Medical Assistant in a Family Practice office. Eventually over the years she became Practice Manager. She continued her commitment to both human and animal medicine during the years she pursued her BAS. In 2011, Ms. Dinolov completed her BAS in veterinary technology from St. Petersburg College. During that time, she rejoined the Veterinary Neurologist she had worked with during her earlier years in school. Her interest in the parallels between animal and human disease processes, motivated her to pursue a degree in Nursing. In 2014, she was accepted into an accelerated nursing program for students seeking a second bachelor's degree. She completed her BSN in July 2015 from the University of South Alabama. She became a Registered Nurse that same year. Ms. Dinolov's experience in Veterinary Hospice began in 2012, when she was recruited by a veterinarian who was just beginning her hospice practice. Ms. Dinolov has worked in Veterinary Hospice for more than eight years and continues engaging with families throughout the United States who experience the end-of-life space. She has a tiny home in rural Alabama. She loves the resident owl that visits her trees at dusk and the wildlife experience of rural living. She has a Great Pyrenees and three entertaining Brussel Griffon mixes, all of whom are rescues.
Total CE Credit: 3 (1.5 hours medical, 1.5 hours non medical)
Tuition: $63 ($57 early bird special if enrolled by January 20, 2021)
*To ensure participants are ready and prepared for classes, enrollment will close on February 10, 2021 at 5 pm ET (USA) or when the maximum number of participants is reached.
"This program has been approved for 3 hours of continuing education credit in jurisdictions which recognize RACE approval. (20-759865)"