(a) Waiver provisions. Any condition, stipulation, or provision
binding any person to waive compliance with any provision of this
title or of any rule or regulation thereunder, or of any rule of a
self-regulatory organization, shall be void.
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(b) Contract provisions in violation of
title. Every contract made in violation of any provision of this
title or of any rule or regulation thereunder, and every contract
(including any contract for listing a security on an exchange) heretofore
or hereafter made the performance of which involves the violation
of, or the continuance of any relationship or practice in violation
of, any provision of this title or any rule or regulation thereunder,
shall be void (1) as regards the rights of any person who, in violation
of any such provision, rule, or regulation, shall have made or engaged
in the performance of any such contract, and (2) as regards the rights
of any person who, not being a party to such contract, shall have
acquired any right thereunder with actual knowledge of the facts by
reason of which the making or performance of such contract was in
violation of any such provision, rule or regulation: Provided, (A) That no contract shall be void by reason of this subsection
because of any violation of any rule or regulation prescribed pursuant
to paragraph (3) of subsection (c) of section 15 of this title, and
(B) that no contract shall be deemed to be void by reason of this
subsection in any action maintained in reliance upon this subsection,
by any person to or for whom any broker or dealer sells, or from or
for whom any broker or dealer purchases, a security in violation of
any rule or regulation prescribed pursuant to paragraph (1) or (2)
of subsection (c) of section 15 of this title, unless such action
is brought within one year after the discovery that such sale or purchase
involves such violation and within three years after such violation.
The Commission may, in a rule or regulation prescribed pursuant to
such paragraph (2) of such section 15(c), designate such rule or regulation,
or portion thereof, as a rule or regulation, or portion thereof, a
contract in violation of which shall not be void by reason of this
subsection.
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(c) Validity of loans, extensions
of credit, and creation of liens; actual knowledge of violation. Nothing in this title shall be construed (1) to affect the validity
of any loan or extension of credit (or any extension or renewal thereof)
made or of any lien created prior or subsequent to the enactment of
this title, unless at the time of the making of such loan or extension
of credit (or extension or renewal thereof) or the creating of such
lien, the person making such loan or extension of credit (or extension
or renewal thereof) or acquiring such lien shall have actual knowledge
of facts by reason of which the making of such loan or extension of
credit (or extension or renewal thereof) or the acquisition of such
lien is a violation of the provisions of this title or any rule or
regulation thereunder, or (2) to afford a defense to the collection
of any debt or obligation or the enforcement of any lien by any person
who shall have acquired such debt, obligation, or lien in good faith
for value and without actual knowledge of the violation of any provision
of this title or any rule or regulation thereunder affecting the legality
of such debt, obligation, or lien.
[15 USC 78cc. As amended
by acts of June 25, 1938 (52 Stat. 1076) and Oct. 15, 1990 (104 Stat.
956).]
