§ 277. Defenses, liability, and protection of transferee or obligee.
(a) A transfer or obligation is not voidable under paragraph one of
subdivision (a) of section two hundred seventy-three of this article
against a person that took in good faith and for a reasonably equivalent
value given the debtor or against any subsequent transferee or obligee.

(b) To the extent a transfer is avoidable in an action by a creditor
under paragraph one of subdivision (a) of section two hundred
seventy-six of this article the following rules apply:

(1) Except as otherwise provided in this section, the creditor may
recover judgment for the value of the asset transferred, as adjusted
under subdivision (c) of this section, or the amount necessary to
satisfy the creditor's claim, whichever is less. The judgment may be
entered against:

(i) the first transferee of the asset or the person for whose benefit
the transfer was made; or

(ii) an immediate or mediate transferee of the first transferee, other
than:

(A) a good-faith transferee that took for value; or

(B) an immediate or mediate good-faith transferee of a person
described in clause (A) of this subparagraph.

(2) Recovery pursuant to paragraph one of subdivision (a) or
subdivision (b) of section two hundred seventy-six of this article of or
from the asset transferred or its proceeds, by levy or otherwise, is
available only against a person described in subparagraph (i) or (ii) of
paragraph one of this subdivision.

(c) If the judgment under subdivision (b) of this section is based
upon the value of the asset transferred, the judgment must be for an
amount equal to the value of the asset at the time of the transfer,
subject to adjustment as the equities may require.

(d) Notwithstanding voidability of a transfer or an obligation under
this article, a good-faith transferee or obligee is entitled, to the
extent of the value given the debtor for the transfer or obligation, to:

(1) a lien on or a right to retain an interest in the asset
transferred;

(2) enforcement of an obligation incurred; or

(3) a reduction in the amount of the liability on the judgment.

(e) A transfer is not voidable under paragraph two of subdivision (a)
of section two hundred seventy-three or section two hundred seventy-four
of this article if the transfer results from:

(1) termination of a lease upon default by the debtor when the
termination is pursuant to the lease and applicable law; or

(2) enforcement of a security interest in compliance with article nine
of the uniform commercial code, other than acceptance of collateral in
full or partial satisfaction of the obligation it secures.

(f) A transfer is not voidable under subdivision (b) of section two
hundred seventy-four of this article:

(1) to the extent the insider gave new value to or for the benefit of
the debtor after the transfer was made, except to the extent the new
value was secured by a valid lien;

(2) if made in the ordinary course of business or financial affairs of
the debtor and the insider; or

(3) if made pursuant to a good-faith effort to rehabilitate the debtor
and the transfer secured present value given for that purpose as well as
an antecedent debt of the debtor.

(g) The following rules determine the burden of proving matters
referred to in this section:

(1) A party that seeks to invoke subdivision (a), (d), (e) or (f) of
this section has the burden of proving the applicability of that
subdivision.

(2) Except as otherwise provided in paragraphs three and four of this
subdivision, the creditor has the burden of proving each applicable
element of subdivision (b) or (c) of this section.

(3) The transferee has the burden of proving the applicability to the
transferee of clause (A) or (B) of subparagraph (ii) of paragraph one of
subdivision (b) of this section.

(4) A party that seeks adjustment under subdivision (c) of this
section has the burden of proving the adjustment.

(h) The standard of proof required to establish matters referred to in
this section is preponderance of the evidence.