Deborah D. PETERSON, et al., Plaintiffs-Appellants, v. ISLAMIC REPUBLIC OF IRAN, Bank Markazi, AKA Central Bank of Iran, Banca UBAE, S.p.A., Clearstream Banking, S.A., JPMorgan Chase Bank, N.A., Defendants-Appellees, 876 F.3d 63

SACK, Circuit Judge: In this litigation, judgment creditors of the Islamic Republic of Iran (“Iran”) attempt to execute on $1.68 billion in bond proceeds allegedly owned by Iran’s central bank. The Supreme Court has instructed that in an execution proceeding concerning a foreign sovereign’s assets, any defense predicated on foreign sovereign immunity must rise or fall on the text of the Foreign Sovereign Immunities Act (“FSIA”), 28 U.S.C. §§ 1330, 1602 et seq. See Republic of Argentina v. NML Capital, Ltd., — U.S. -, 134 S.Ct. 2250, 2256, 189 L.Ed.2d 234 (2014).

In the same decision, the Court explicitly abrogated decades .of pre-existing sovereign immunity common law in light of its background understanding that most courts lack jurisdiction to reach extraterritorial assets in any event. See id. at 2257. But that is not so in New York. The plaintiffs-appellants, judgment creditors of Iran and Tran’s Ministry of Intelligence and Security (“MOIS”), obtained federal-court judgments against Iran and MOIS awarding the plaintiffs billions of dollars in compensatory damages.

They now seek to enforce their judgments in part by executing on $1.68 billion in bond proceeds allegedly owned by Bank Marka-zi (“Markazi”), Iran’s central bank. The plaintiffs allege.that those bond proceeds were processed by and through a global chain of banks, specifically by Clearstream Banking, S.A. (“Clearstream”) through JPMorgan Chase Bank, N.A. (“JPMor-gan”), in the name of Banca UBAE, S.p.A. (“UBAE”), on behalf of Markazi (collectively, “the defendants” or “the defendant banks”).

The plaintiffs further allege that the bond proceeds are denominated as United States dollars (“USD”) and held in cash in Clearstream’s account at JPMor-gan in New York City, rendering the assets subject to this Court’s jurisdiction and a turnover order. The plaintiffs also asserted several related non-turnover claims against the defendant banks, alleging primarily that the defendants effected -the foregoing transactions by means of fraudulent ■ conveyances in violation of state law.

The defendant banks respond that there is no cash to turn over: The bond proceeds are in fact recorded as book entries made in Clearstream’s Luxembourg offices and reflected as a positive account balance showing a right to payment owed by Clear stream to Markazi through UBAE. The defendants argue that this fact is fatal to the plaintiffs’ turnover claims because federal courts lack jurisdiction to order the turnover of a foreign sovereign’s extraterritorial assets.

Lastly, the defendants posit that the plaintiffs released their non-turnover claims in separate settlement agreements reached - between several of the plaintiffs, on the one hand, and ,Clear-, stream or UBAE, on the other. In a single order, the- district court (Katherine B. Forrest, Judge) granted the defendants’ motions to dismiss and for partial

summary judgment in favor of the defendants on all claims in dispute. We affirm that decision in part, vacate it in part, and remand for further proceedings. BACKGROUND The' plaintiffs-appellants are, or represent persons who have been adjudicated in a federal court to be, victims of Iranian-sponsored terrorism. They obtained judgments from- the United States District Court for the District of Columbia against Iran and 'MOIS pursuant to §§ 1605(a)(7) and 1605A of the FSIA, and were awarded a total of approximately $3,8 billion in compensatory damages.

Confidential Appendix (“C.A.”) at 679-81: The plaintiffs have since registered their-judgments with the United States District Court‘for the Southern-District of New York, which enables them to seek partial enforcement of their judgments by obtaining an order compelling the turnover of approximately $1.68 billion in bond proceeds allegedly owned by Iran’s central bank, and held as cash in New York City.

The plaintiffs’ claims target four banks that were allegedly involved in processing those bond proceeds: JPMor-gan, a financial institution organized under the laws of New York, id. at 679; Markazi, Iran’s central bank, id. at 677; UBAE, an Italian bank that engaged in transactions on behalf of Iran, id. at 678;' and Clear-stream, a Luxembourg bank with which Markazi and UBAE opened customer accounts, id. The plaintiffs contend that through a series of fraudulent transactions, these banks managed to process billions of dollars in bond proceeds ultimately owed to Markazi.

According to the plaintiffs, -the fruit of those transactions is a pool of cash traceable to the Markazi-owned bond proceeds and held by Clearstream at JPMor-gan in New York City. Because much of this dispute turns on the, nature and location of the bond proceeds, we review the processing of those assets, and previous attempts to obtain turnover of similar assets, in some detail. 2. Processing Markazi ⅛ Bonds Like many large financial institutions, Markazi "invests- in foreign sovereign bonds. Id. at 701.

Many of the bonds purchased by Markazi were issued pursuant to’prospectuses that require the purchaser to receive. interest and redemption payments in New York State. Id. at 555. Mar-kazi has long engaged Clearstream, a Luxembourg bank that specializes in “the settlement and custody of internationally traded bonds and equities,” id. at 678, to facilitate that process. Clearstream uses correspondent accounts at banks in New York State, including JPMorgan and Citibank, N.A. (“Citibank”), to receive bond proceeds on behalf of its customers, including Markazi. Id. at 690.

As Clear-stream receives these cash payments in New York, it credits customer accounts based in Luxembourg with an equivalent positive amount. Id. at 685. In 1994, Markazi opened a direct account, with Clearstream in Luxembourg. Id. at 117-18. Thereafter, Clearstream received bond payments into its New York-based JPMorgan correspondent account on behalf of Markazi; Clearstream then credited Markazi’s account in Luxembourg with a corresponding right to payment.

In 2008, apparently because of increasing scrutiny of Iranian financial transactions, Markazi stopped processing its bond proceeds through Clearstream directly and instead began doing so through an intermediary bank: UBAE. Id. at 699-700. In January 2008, UBAE opened a customer account with Clearstream in Luxembourg—account number 13061. Id. at 118— 19. Shortly thereafter, Markazi arranged for Clearstream to transfer the Markazi account balance at Clearstream in Luxembourg to the UBAE account. Id. at 118, 434.

Clearstream continued to receive bond proceeds in New York on behalf of Marka-zi, but pursuant to the terms of the documentation directing the Markazi account transfer, Clearstream credited UBAE. account number 13061 with a corresponding right to payment. Id. at 701. In June 2008, apparently due to increasing attention, Clearstream notified UBAE that it had blocked UBAE account number, 13061 and transferred the balance of that account to a “sundry blocked account”—accqunt number 13675. Id. at 683-84. That account, which remains blocked, is at the center of the present dispute. 2.

Peterson I Clearstream has previously been the focus of an attempt by judgment creditors of Iran to obtain turnover of Markazi-linked assets. See generally Peterson v. Islamic Republic of Iran, No. 10-cv-4518-KBF, 2013 WL 1155576, 2013 U.S. Dist. LEXIS 40470 (S.D.N.Y. Mar. 13, 2013) (“Peterson I”), aff'd, 758 F.3d 185 (2d Cir. 2014). Many, but not all, of the plaintiffs in, the case at bar attempted in an earlier litigation to enforce part of their judgments by executing against approximately $2 billion in Markazi-owned bond proceeds allegedly held by Clearstream at Citibank in New York City. See C.A. at 671.

Those plaintiffs successfully obtained a judgment from the United States District Court for the Southern District of New York (Katherine B. Forrest, Judge) ordering, the turnover of $1.75 billion in cash denominated in USD and held in New York City by Clearstream at Citibank on behalf of Markazi and UBAE. Peterson I, 2013 WL 1155576, at *2, *35, 2013 U.S. Dist. LEXIS 40470.

The district court’s decision in that case did not address the plaintiffs’ related fraudulent-conveyance claims concerning an additional $250 million in bond proceeds allegedly transferred by Markazi and UBAE to UBAE’s customer account at Clearstream in Luxembourg. See id. at *3-4, *28 n.14, 2013 U.S. Dist. LEXIS 40470, at *46-48, *117 n.15.

While Markazi unsuccessfully appealed the district court’s turnover order in Peterson I, Clearstream and UBAE reached separate settlement agreements with the plaintiffs to resolve not only the Peterson I appeal but also the plaintiffs’ then-pending fraudulent-conveyance claims. C.A. at 900-45 (Clearstream settlement agreement); id. at 1646-62 (UBAE settlement agreement).

Of relevance here, the Clearstream settlement agreement released Clearstream from “any and all past, present or future claims or causes of action ... whether direct or indirect” relating to: any account maintained at Clearstream ... by or in the name of or under the control of any Iranian Entity ... or any account maintained at Clearstream or at any Clearstream Affiliate by or in the name of or under the control of UBAE, including, but not limited to, accounts numbered ... 13061 ... [or] 13675 ... or any asset or interest held in an Account in the name of an Iranian Entity ... or ... any transfer or other action taken by or at the direction of any Clearstream Party, Citibank, or any Iranian Entity, including any transfer or other action in any account, including a securities account or cash account or omnibus account or correspondent account maintained in Clearstream’s name or under its control, that in any way relates to any Account or any Iranian Asset.

Id. at 903. The Clearstream settlement agreement did, however, reserve the following claims to the Peterson I plaintiffs: Garnishee Actions. Notwithstanding the [claim release described above], the Covenant shall not bar any action or proceeding regarding (

a) the rights and obligations arising under this Agreement, or (

b) efforts to recover any asset or property of any kind, including proceeds thereof, that is held by or in the name, or under the control, or for the benefit of, Bank Markazi or Iran ... in an action against a Clearstream Party solely in its capacity as a garnishee (a “Garnishee Action.”) Such a Garnishee Action may include, without limitation, an action in which a Clearstream Party is named solely for the purpose of seeking an order directing that a Clearstream Party perform

an act that will have the effect of reversing a transfer between other parties that is found to have been a fraudulent transfer under any legal or equitable theory, provided however that such a Garnishee Action shall not seek an award of damages against a Clear-stream Party. Id. at 905 (emphasis omitted).

The UBAE settlement agreement similarly released UBAE and its “beneficiaries” from “any and all liability, claims, causes of action, suits, judgments, costs, expenses, attorneys’ fees, or other incidental or consequential damages of any kind, whether known or unknown, arising out of or related to the Plaintiffs’ Direct Claims against UBAE,” except for those specifically listed in the agreement. Id. at 1648.

The agreement defined “Plaintiffs’ Direct Claims” as those brought in Peterson I “for damages against UBAE with regard to certain assets transferred prior to the initiation of the [t]umover [a]ction and valued at approximately $250,000,000.00 ... including, but not limited to, claims for fraudulent conveyance, tortious interference with the collection of a money judgment, and prima facie tort.” Id. at 1646.

The UBAE settlement agreement also contained a carve-out provision by which the “[plaintiffs agree[d] that any future claim against UBAE for the Remaining Assets shall be limited to turnover only”; the plaintiffs “waive[d] all other claims against UBAE for any damages regarding the Remaining Assets whether arising in contract, tort, equity, or otherwise.” Id. at 1648. The agreement defined “Remaining Assets” as “assets [that] remain in. an account at Clearstreamf ] [in] a UBAE customer account, that are beneficially owned by Bank Markazi.” Id. at 1647. 3.

Procedural History On December 30, 2013, the plaintiffs filed a complaint in the United States District Court for the Southern District of New York alleging that Clearstream held an additional $2.5 billion in Markazi-owned bond proceeds not at issue in Peterson I. See id. at 3, 28. On April 25, 2014, the plaintiffs filed an amended complaint specifically alleging that UBAE’,s “blocked sundry account” at Clearstream reflected a balance of approximately $1.68 billion, and that Clearstream held a corresponding amount of cash at JPMorgan in New York City. Id. at 687.

The amended complaint named Iran, Clearstream, JPMorgan, Markazi, and UBAE as defendants, seeking: (1) declaratory relief identifying Mar-kazi as the beneficial owner of the assets at issue, id. at 720-21; (2) rescission of fraudulent conveyances under New York Debtor and Creditor Law (“DCL”) §§ 273-a, 276(a),. against Iran, Markazi, Clear-stream, and UBAE, id. at 721-25; (3) turnover of the $1.68 billion in assets at issue under New York Civil Practice Law and Rules (“C.P.L.R.”) §§ 5225, 5227 and § 201(

a) of the Terrorism Risk Insurance Act (“TRIA”), against Clearstream, Iran, JPMorgan, Markazi, and UBAE, id. at 725-27; (4) rescission of fraudulent conveyances under DCL §§ 273-a, 276, 278 and common law, against Clearstream and Markazi, id. at 728-29; and (5) unspecified equitable relief against each defendant, id. at 729. On April 9, 2014, the district court (Katherine B. Forrest, Judge) granted an ex parte application for an order directing the clerk of the district court to issue a writ of execution with respect to any Mar-kazi-owned property in the possession of JPMorgan. Id. at 104-05.

The district court thereafter held a hearing to address the defendants’ argument that the writ was improper because the Clearstream correspondent account at JPMorgan contains “nothing ... except cash, and the cash turns over in billions of dollars every day, so there’s no possibility the cash in the account can be identified to any defendant,” including Markazi. Id. at 792. The district court thereupon vacated the order issuing the writ. Id. at 793, 800. The plaintiffs moved to reinstate the order and the defendants responded with various motions seeking dismissal of the amended complaint.

Clearstream moved to dismiss on the ground that the assets were located in Luxembourg, and therefore immune from execution under the FSIA. Clearstream also argued that the plaintiffs released all non-turnover claims against Clearstream under their settlement agreement. Markazi moved to dismiss on similar jurisdictional grounds. JPMorgan moved for partial

summary judgment on the plaintiffs’ turnover claims on the ground that it possessed no assets owned by Mar-kazi. Finally, UBAE moved to dismiss for want of subject-matter jurisdiction, and for partial

summary judgment on the plaintiffs’ non-turnover claims on the ground that, those claims had been released by the UBAE settlement agreement. . - The parties’ motions were accompanied by a voluminous record. Among the documents before the district court was a chart depicting a “Recap of Total Debits [and] Credits” in Clearstream’s correspondent account at JPMorgan for each month over the four-year period that Clearstream processed the bond proceeds at issue. Id. at 1959. The chart indicates that the Clear-stream account at JPMorgan was both debited and credited many hundreds of billions of dollars each month.

Moreover, the Clearstream: correspondent account' at JPMorgan frequently posted a negative balance. Id. JPMorgan ■ submitted, inter alia, two declarations prepared by Gauthier Jonckheere, id. at 1862-68, 2533-43, a JPMorgan vice president and “relationship manager[]” for the Clearstream account, id. at 1862. Jonckheere stated that Clear-stream’s correspondent account at JPMor-gan is an “operating account” that processes “hundreds of bond-related payments each day.” Id. at 1863.

Because this is a general operating account, indeed Clear-stream’s only account at JPMorgan, “the account’s balance at both the beginning and the end of a given business day would ... be, if not $0, usually very low' .... During the day, the account balance would frequently be negative ....” Id. at 1864. Jonckheere also asserted that “Clear-stream’s operating account at [JPMorgan] ... holds no funds that are the property of Markazi” because all bond “proceeds have long since left Clearstream’s operating account and are ' no longer maintained at [JPMorgan].” Id. at 1865.

Jonckheere added that Clearstream never segregated Markazi’s bond proceeds from or within its general operating account. Id. at 2537-39. Clearstream also submitted evidence concerning its JPMorgan correspondent account. For example, it produced a chart documenting its account balance at JPMorgan for each day in October 2012, during which the Clearstream correspondent account balance did not exceed $817,959,813.65, and was frequently negative. Id. at 1957.

Clearstream also submitted a declaration executed by Mathias Pa-penfuB, then Head of Operations for Clearstream, id. at 1972, who 'stated: “Each business day Clearstream uses U.S. dollars deposited in the JPMorgan [ale-count to pay its current U.S. .dollar obligations. Each business day, ápproximately $7-9 billion flows into the JPMorgan [account, and each business day a roughly equivalent sum flows out.” Id. at 1973.

PapenfuB explained that “[t]he obligations credited to Clearstream by JPMorgan are booked as assets of Clearstream on Clear-stream’s balance sheet pursuant to applicable' Luxembourg banking law and accounting rules.” Id. “When Clearstream receives a payment in the JPMorgan [account on its own security entitlements, Clearstream credits the account of any customers in Luxembourg holding security entitlements against Clearstream relating to a security with the same [identification number].” Id. at 1974.

PapenfuB corroborated Jonckheere’s statement that “[n]o transfer of cash [was] made,”‘adding that “Cléarstream does not hold funds in the JPMorgan [a]ccount in relation to specific U.S. dollar obligations to specific customers.” Id. PapenfuB concluded that “Clear-stream never issued instructions to JPMorgan to transfér any funds received in the JPMorgan [account to the [Clear-stream account iri Luxembourg], and no such transfers occurred.” Id. at 1976. The plaintiffs proffered the opinions of a putative financial-services expert, Peter U.

Vinella, id. at 2385-440, who asserted that “the customary practice in international banking ... is for a, securities intermediary (such as Clearstream) to segregate its assets from customer assets generally. Thus, the [assets at issue] should , [not be] included as part of Clearstream’s general operating funds and should remain in the USD JPMorgan [a]ccount,” id. at 2389.

Vinella also stated that “even if Clear-stream had failed and continues to fail to properly segregate the funds at issue in this matter in the [Clearstream account at JPMorgan] ..., the Markazi USD [b]alance ... still remains in the USD JPMor-gan [a]ccount.” Id. Vinella attributed evidence that the Clearstream correspondent account often reflected a near-zero or negative end-of-day balance, see, e.g., id. at 1957, 1959, 2568-698, to industry-standard “[s]weeps,” whereby the account’s funds were “invested [by JPMorgan] in very short-dated USD investments and subsequently redeposited in the ...

JPMorgan [a]ccount the next day,” id. at 2422. On September 19, 2014, the district court heard arguments on the defendants’ motions, focusing in particular on the nature and location of the assets at issue. See Joint Appendix (“J.A.”) at 83-151. Although the district court appeared to harbor some doubt about the validity of Vinel-la’s expert report, id. at 88, it stopped short of holding a hearing pursuant to Daubert v. Merrell Dow Pharmaceuticals, Inc., 509 U.S. 579, 113 S.Ct. 2786, 125 L.Ed.2d 469 (1993), see J.A. at 105-06 (considering whether a Daubert hearing would be appropriate).

Following oral argument, the district court issued an order declining to hold an evidentiary hearing on the nature and location of the assets at issue. See. id. at 153. On February 20, 2015, the district court issued á single opinion and order granting the defendants’ various motions to dismiss and for partial

summary judgment on all claims in dispute. Peterson v. Islamic Republic of Iran, No. 13-CV-9195-KBF, 2015 WL 731221, 2015 U.S. Dist. LEXIS 20640 (S.D.N.Y. Feb. 20, 2015) (“Peterson II”) (construing each motion ás one “for dismissal”). The district court first dismissed the plaintiffs’ non-turnover claims against Clearstream, UBAE, and Markazi on the grbund that those claims had been released by the Clearstream and UBAE settlement agreements. Id. at *6, 2015 U.S. Dist. LEXIS 20640, at *18-19 (dismissing the non-turnover claims against Clear-stream); id. at *9, 2015 U.S. Dist.

LEXIS 20640, at *28-30 (dismissing the non-turnover claims against UBAE); id. at *10, 2015 U.S. Dist. LEXIS 20640, at *30-31 (dismissing ■ the non-turnover claims against Markazi as a “beneficiary” of UBAE under the UBAE settlement). The district court also dismissed the plaintiffs’ turnover claims on jurisdictional grounds, having found that the assets at issue are not in the United States: [JPMorgan] received proceeds relating to the [assets], which it credited to a Clearstream. account at [JPMorgan].

Whether it should have or should not have, Clearstream in turn credited amounts attributable to the [assets] to the- UBAE/Bank Markazi account in Luxembourg. The [JPMorgan] records are clear that whatever happened to the proceeds, they are gone. Id. at *6, 2015 U.S. Dist. LEXIS 20640, at *20. That finding ■ sufficed to require dismissal of JPMorgán from the lawsuit because JPMorgan “does not have an account for UBAE or Bank Markazi.” Id. at *10 n.17, 2015 U.S. Dist. LEXIS 20640, at *33 n.17.

Turning, to the remaining defendants, the district court concluded that Markazi’s interest in book entries that Clearstream held in Luxembourg was not subject to turnover because the “FSIA does not allow for attachment of property outside of the United States.” Id. at *10, 2015 U.S. Dist. LEXIS 20640, at *31. Therefore, because Markazi “d[id] not maintain the assets that plaintiffs seek.in the United States,” the district court held that it “lack[ed] subject-matter jurisdiction .’’.Id. The plaintiffs appealed.

With respect to the non-turnover claims, they argue that the Clearstream and UBAE settlement agreements: (1) do not apply to many of the plaintiffs, including several who were not party to Peterson I, Pis.’ Br. at 23; and, in any event, (2) did not release the non-turnover claims against Clearstream, UBAE, or Markazi, id. at 24-33. With respect to the turnover claims, the plaintiffs argue that the court has subject-matter jurisdiction because the assets at issue are (1) cash holdings' located in New York, id. at 47-51; and (2) therefore subject to turnover under the TRIA, id. at 35-36, and the FSIA, id. at 61-66.

The plaintiffs argue in the alternative that even assets “located abroad” may be subject to turnover pursuant to the court’s exercise of in personam jurisdiction over the holder of the assets. Id. at 55. DISCUSSION A. Standard of Review With respect to the non-turnover claims, the district court granted Clear-stream’s motion to dismiss and .UBAE’s motion for partial

summary judgment on the ground that the Clearstream and UBAE settlement agreements released those claims. “We review a district court’s

interpretation of a contract de novo.” Seabury Constr. Corp. v. Jeffrey Chain Corp., 289 F.3d 63, 67 (2d Cir. 2002). As to the turnover claims, “[w]e accord deferential review to a district court ruling on a petition for an order of attachment or execution under the FSIA.” Walters v. Indus. & Commercial Bank of China, Ltd., 651 F.3d 280, 285- (2d Cir. 2011). “We review de novo legal conclusions denying [or granting] FSIA immunity to a foreign sovereign or its property,” and factual findings for “abuse of discretion.” NML Capital, Ltd. v.

Republic of Argentina, 680 F.3d 254, 256-57 (2d Cir. 2012). “A district court is said to have abused its discretion if it has,” inter alia, “made a .clearly erroneous assessment of the evidence.” Id. at 257 (internal quotation marks omitted). B. The Non-Turnover Claims The district court concluded that the Clearstream settlement agreement and the UBAE settlement agreement released the plaintiffs’ non-turnover claims, including the fraudulent-conveyance claims, brought against those banks. Peterson II, 2015 WL 731221, at *6, *9, 2015 U.S. Dist. LEXIS 20640.

The district court also determined that the UBAE settlement agreement released the plaintiffs’ non-turnover claims against Markazi because Markazi was a “beneficiary” of UBAE and, therefore, the UBAE settlement agreement. Id. at *10, 2015 U.S. Dist. LEXIS 20640, at *30-31. We agree with respect to Clearstream, but not with respect to UBAE or Markazi.

Before turning to the substance of the settlement agreements, however, we address first the plaintiffs’ argument that many of them, including several who were not plaintiffs in Peterson I, did not agree to the Clearstream or UBAE settlement agreements and are therefore not bound by their provisions. See Pls.’ Br. at 23 (arguing with respect to Clearstream); Pis.’ Reply at 13-14 (arguing with respect to UBAE).

Noting that this argument was not timely raised, the district court dismissed it on the ground that ninety-three percent of the Peterson I plaintiffs had agreed to the Clearstream settlement agreement and that figure surpassed “the percentage ... needed ... in order for the [Clearstream] settlement [agreement] to become effective” and binding on all of the plaintiffs. Peterson II, 2015 WL 731221, at *8, 2015 U.S. Dist. LEXIS 20640. Moreover, the district court noted that none of the Peterson I plaintiffs had declined to sign the agreement. Id.

We disagree with the district court’s analysis insofar as we conclude that the Clearstream settlement agreement is binding only with respect to those plaintiffs who were a party to Peterson I. As an initial matter, the district court correctly observed that the plaintiffs belatedly raised this issue. See id., 2015 U.S. Dist. LEXIS 20640, at *25-26. Only after argument on the parties’ motions did plaintiffs’ counsel notify the district court by letter that not all of the Peterson, II plaintiffs were parties to Peterson I, or therefore, the resultant Clearstream settlement agreement. J.A. at 154.

Moreover, the plaintiffs’ letter noted that many of the Peterson II plaintiffs who were Peterson I plaintiffs had not yet assented to the terms of the Clearstream settlement agreement. Id. “An argument raised for the first time on appeal .is typically forfeited.” Katel Ltd. Liab. Co. v. AT & T Corp., 607 F.3d 60, 68 (2d Cir. 2010). This rule applies even if a party ultimately presents an issue to the district court in an untimely manner, after briefing and argument on the merits is complete. See Corsair Special Situations Funds, L.P. v. Nat’l Res., 595 Fed.Appx. 40, 43 (2d Cir. 2014) (summary order).

Nonetheless, “[t]he general rule that an appellate court will not consider an issue raised for the first time on appeal is not an absolute bar.” Corporación Mexicana de Mantenimiento Integral, S. de R.L. de C.V. v. Pemex-Exploración y Producción, 832 F.3d 92, 101 n.3 (2d Cir. 2016) (internal quotation marks omitted). Instead, a forfeited argument “may be reviewed for plain error.” United States v. Gore, 154 F.3d 34, 41 (2d Cir. 1998). “To establish plain error, the [plaintiffs] must establish (1) error (2) that is plain and (3) affects substantial rights.” United States v.

Villafuerte, 502 F.3d 204, 209 (2d Cir. 2007). Then, “[i]f the error meets these initial requirements, we ... must consider whether to exercise our discretion to correct it, which is appropriate only if the error seriously affected the fairness, integrity, or public reputation of the judicial proceedings.” Id. (internal quotation marks omitted).

We must first determine whether the plaintiffs in fact forfeited, rather than waived, their argument concerning applicability of the Clearstream settlement agreement. “[Forfeiture is the failure to make a timely assertion of a right]];] waiver is the ‘intentional, relinquishment or abandonment of a known right.’ ” United States v. Olano, 507 U.S. 725, 733, 113 S.Ct, 1770, 123 L.Ed.2d 508 (1993) (quoting Johnson v. Zerbst, 304 U.S. 458, 464, 58 S.Ct. 1019, 82 L.Ed. 1461 (1938)).

The distinction is meaningful because a waived argument is ordinarily reviewed only “to avoid a manifest injustice,” In re Nortel Networks Corp. Sec. Litig., 539 F.3d 129, 133 (2d Cir. 2008), whereas, as noted, a forfeited argument “may be reviewed for plain error,”. Gore, 154 F.3d at 41. We think that the plaintiffs forfeited, not waived, their argument. Nothing in the record or briefing suggests that plaintiffs “intentional[ly] relinquished],” as opposed to mistakenly omitted,- their argument; See Olano, 507 U.S. at 733, 113 S.Ct. 1770. Accordingly, we review for plain error.

The district court did not plainly err with respect to those plaintiffs who were parties to Peterson /. As noted, the district court found that ninety-three percent of the Peterson I plaintiffs had agreed to the terms of the Clearstream settlement agreement, and that no Peterson I plaintiff had refused to sign. Peterson II, 2015 WL 731221, at *8, 2015 U.S. Dist. LEXIS 20640. The Clearstream settlement agreement plainly states that it “shall [be] effective” upon the agreement of “at least 80%” of the Peterson I plaintiffs. C.A. at 904-05.

The plaintiffs’ sole rebuttal is that the Clearstream settlement agreement “does not bind [non-signatory] [plaintiffs.” Pis.’ Reply at 11 (citing C.A. at 902).- We find nothing in the part of the record cited by the plaintiffs to support their assertion. Because the plaintiffs have not advanced any other rebuttals, or pointed us to other parts of the record, we cannot say that the district court committed an error “that is plain” with respect to this forfeited argument. Villafuerte, 502 F.3d at 209. The district court did plainly err, however, with respect to those plaintiffs who were not parties to Peterson I.

The plaintiffs argued, albeit belatedly, that several plaintiffs in this case were not parties to Peterson I, or therefore, the resultant Clearstream settlement agreement. J.A. at 154. The part of the district court’s decision concerning the applicability of the Clearstream settlement agreement did not address this issue. See Peterson II, 2015 WL 731221, at *8, 2015 U.S. Dist. LEXIS 20640 (addressing only non-signatory Peterson I plaintiffs). The application of the Clearstream settlement to these nón-party plaintiffs was plainly an error affecting those plaintiffs’ substantial rights.

See Villafuerte, 502 F.3d at 209. Moreover, it would “seriously affect[] the fairness” of judicial proceedings, id. (internal quotation marks omitted), were we to sanction an order errantly, and without apparent reason, binding several plaintiffs to a settlement agreement that arose from litigation to which they were not party. Accordingly, we vacate that part of the district court’s order applying the Clearstream settlement agreement to the Peterson II plaintiffs who were not also plaintiffs, in Peterson 1.

Our plain-error review does not extend, however, to the plaintiffs’ argument, made for the first time in reply, that many of the plaintiffs, including those who were not party to Peterson I, should be similarly excused from the reach- of the UBAE settlement agreement. See Pis.’ Reply at 13. This argument was never raised before- the district court, even belatedly, see J.A. at 154 (addressing only the Clear-stream settlement agreement), nor was it directly raised in the plaintiffs’ opening appellate brief, see Pis.’ Br. at 23 (same).

The preceding analysis aside, “[w]e will not consider an argument raised for the first time- in a reply brief.” United States v. Yousef, 327 F.3d 56, 115 (2d Cir. 2003). Turning to . the substance' of the settlement agreements, New York law governs our review. See C.A. at 908 (providing that the Clearstream settlement agreement shall be governed by New York law); id. at 1650-51 (providing that the UBAE settlement agreement shall be governed by New York law). Settlement agreements are “co’ntract[s] and [their] meaning must be discerned under several cardinal principles of contractual

interpretation.” Brad H. v. City of New York, 17 N.Y.3d 180, 185, 951 N.E.2d 743, 746, 928 N.Y.S.2d 221 (2011). “Where [a] contract is unambiguous, courts must effectuate its plain language.” Seabury, 289 F.3d at 68 (citing Slamow v. Del Col, 79 N.Y.2d 1016, 594 N.E.2d 918, 919, 584 N.Y.S.2d 424 (1992)). “To determine whether a writing is unambiguous, language should not be read in isolation because the contract must be considered as a whole.” Brad H., 17 N.Y.3d at 185, 928 N.Y.S.2d 221, 951 N.E.2d at 746. We consider the Clear-stream and UBAE settlement agreements in light of those principles. 1.

The Clearstream Settlement Agreement The Clearstream settlement agreement released “all past, present or future claims or causes of action ... arising out of, or relating in any way to” Clearstream “accounts numbered ... 13061 [the UBAE customer account] ... [or] 13675 [the sundry blocked account].” C.A. at 903. The settlement agreement excepted from that release “[g]arnishee [a]ctions” against Clearstream “regarding ... efforts to recover any asset or property of any kind ... that is held by or in the name, or under the control, or for the benefit of, Bank Markazi or Iran ... in an action against ...

Clearstream ... solely in its capacity as a garnishee.” Id. at 905 (emphasis omitted). The district court properly concluded that these provisions released the plaintiffs’ non-turnover claims against Clearstream. Under New York law, a “garnishee” action is one for the “turnover” of “assets already within [the garnishee’s] possession.” Commonwealth of the Northern Mariana Islands v. Canadian Imperial Bank of Commerce, 21 N.Y.3d 55, 64, 990 N.E.2d 114, 120, 967 N.Y.S.2d 876 (2013).

The plaintiffs’ non-turnover claims, by contrast, involve more than obtaining the turnover of assets already within Clearstream’s possession. For example, the plaintiffs’ fraudulent-conveyance claims brought under DCL § 276 entail a showing of, inter alia, fraudulent intent. See Wall St. Assocs. v. Brodsky, 257 A.D.2d 526, 528-29, 684 N.Y.S.2d 244, 247-48 (1st Dep’t 1999). The non-turnover claims brought against Clearstream therefore fall within the settlement agreement’s broad release of “all” claims arising out of or relating to the Clearstream accounts at issue. C.A. at 903.

The plaintiffs’ argument that the release should be construed in their favor, Pis.’ Br. at 22-23, 28, yields to an “explicit, unequivocal statement of a present promise to release [a party] from liability.” Golden Pac. Bancorp v. FDIC, 273 F.3d 509, 515 (2d Cir. 2001) (internal quotation marks omitted); see also Vt. Teddy Bear Co. v. 538 Madison Realty Co., 1 N.Y.3d 470, 475, 807 N.E.2d 876, 879, 775 N.Y.S.2d 765 (2004).

The plaintiffs contend that the Clearstream settlement agreement released only claims relating to those “litigated in Peterson 7” and “damages claims against Clearstream.” Pis.’ Br. at 29 (emphasis omitted). The plain language of the release provision suggests otherwise.

The settlement agreement purported to release all claims “concerning” several “Covered Subjects,” C.A. at 903 (emphasis omitted), a defined term that includes “any claims alleged against Clearstream by judgment creditors ... in Peterson [/]; or [] any account maintained at Clearstream ... including ... accounts numbered ... 13061 [the UBAE customer account] ... [or] 13675 [the sundry blocked account],” id. (emphasis added).

The plaintiffs’ argument rests on the (we think mistaken) suggestion that the release of “all” claims applies only to “Peterson Direct Claims,” a defined term that is distinct from “Direct Claims,” also a defined term. Contrary to the plaintiffs’ suggestion, only the former term is restricted to “asserted claims in Peterson [/].” Id. at-901. By contrast, the term “Direct Claims,” -the subject of the release provision, is defined more broadly as “all” claims “concerning” the “Covered Subjects.” Id. at 903 (emphasis omitted).

The plaintiffs argue that their fraudulent-conveyance claims against Clear-stream nonetheless qualify as “garnishee actions” under the settlement agreement’s carve-out provision. The plaintiffs note that “judgment creditors can obtain turnover 'from garnishees by undoing fraudulent conveyances.” Pis.’ Br. at 30. Be that as it may, the relief that one can obtain from a fraudulent-conveyance action does not convert that -claim into a “garnishee action,” which, as previously noted, is a cause of action, that seeks the turnover of assets already in the garnishee’s possession. See N.Y.

C.P.L.R. § 105(i) (“A ‘garnishee’ is a person ... other than the judgment debtor who has property in his possession or custody in which a judgment debtor has an interest.” (emphasis added)). Moreover, the Clearstream settlement agreement limits permissible “garnishee actions” to those in which Clearstream is named “solely in its capacity as a garnishee.” C.A. at 905 (emphasis omitted). The plaintiffs argue that this final provision encompasses their fraudulent-conveyance claims because it permits “an action in which ... Clearstream ... is named solely for the purpose of seeking an order directing that ...

Clearstream ... perform

an act that will have the effect of reversing a transfer between other parties that is found to have been a fraudulent transfer.” Id. We disagree. The plaintiffs’ fraudulent-conveyance claims against Clearstream allege more than a transfer “between other parties,’-’- including, for example, the allegation that Clearstream was an active “[c]onspirator[ ]” in the alleged fraudulent -scheme. Id. at 707, 721. We therefore affirm that part of the district court’s order granting Clearstréam’s motion to dismiss the plaintiffs’ non-turnover claims brought against Clearstream. 2. The UBAE Settlement Agreement We vacate, however, the district court’s order granting UBAE’s motion for partial

summary judgment with respect to the plaintiffs’ non-turnover claims brought against UBAE.

The UBAE settlement agreement “release[d] UBAE and all of its past, present and future ... beneficiaries ... from any and all liability, claims, causes of action, suits, judgments, costs, ... or other incidental or consequential damages of any kind ... arising out of or related to the [plaintiffs’ Direct Claims against UBAE.” Id. at 1648. “Direct Claims” as defined in the UBAE settlement agreement includes “claims in Peterson [7] for damages against UBAE with regard to certain.assets transferred ... and valued at approximately $250,000,000.00 ..., including, but not limited to, claims for fraudulent conveyance, tortious interference with the collection of a money judgment, and prima facie tort.” Id. at 1646.

The same provision refers to these Peterson I “Direct Claims” collectively as “the Turnover Action.” Id. The UBAE settlement agreement also provides that the “[pjlaintiffs agree that any future claim against UBAE for the Remaining Assets shall be limited to turnover only, and [the pjlaintiffs waive all other claims against UBAE for any damages regarding the Remaining Assets.” Id. at 1648. “Remaining Assets” are defined by the UBAE settlement agreement as “certain assets [that] remain in an account at Clearstream[ ] [in] a UBAE customer account[] that are beneficially owned by Bank Markazi.” Id. at 1647.

As indicated in a

summary--order published in tandem with this decision, we disagree with the district court’s conclusion that these provisions necessarily released the plaintiffs’ non-turnover claims, including their fraudulent-conveyance claims, brought against UBAE.. The UBAE settlement agreement provides that “any future claim against UBAE” for the assets at issue “shall be limited to turnover only.” Id. at 1648. The term “turnover” is not defined.

But the agreement, taken “as a whole,” Brad H., 17 N.Y.3d at 185, 928 N.Y.S.2d 221, 951 N.E.2d at 746, suggests that the parties intended the term to encompass the plaintiffs’ fraudulent conveyance claims insofar as the agreement refers to the Peterson I claims, which included both fraudulent-conveyance and turnover-qua-tumover claims, as “the Turnover Action,” C.A. at 1646. UBAE argues that under New York law, a claim seeking “turnover” is an action brought under C.P.L.R.

Article 52, which provides “a procedural mechanism ... rather than a .. substantive right.” Mitchell v. Garrison Protective Servs., Inc., 819 F.3d 636, 640 (2d Cir. 2016) (emphases omitted). Although UBAE may. be correct about the meaning of “turnover” as used in New York law, we do not think that this resolves what we conclude to be the ambiguity .of that term as used by the parties in the -UBAE- settlement agreement. The question for us on appeal is not whether a turnover proceeding and fraudulent-conveyance claim are one and the same under New. York law.

It is, instead, what the parties meant by.use of the word “turnover” as employed in the UBAE settlement agreement. We conclude that when the UBAE settlement agreement is viewed in its entirety, the meaning of the term is ambiguous. We also note- that, under New York law, a party may-allege a fraudulent-conveyance claim within a turnover action brought under C.P.L.R.

Article 52. See Gelbard v. Esses, 96 A.D.2d 573, 575, 465 N.Y.S.2d 264, 267 (N.Y. App. Div. 2d Dep’t 1983) (“CPLR [§ ] 5225 may serve as'the means to set-aside a transfer made by a judgment debtor to defraud his creditors.” (citation omitted)); see also Mitchell v. Lyons Prof'l Servs., Inc., 109 F.Supp.3d 555, 563 (E.D.N.Y. 2015) (“What C.P.L.R. §§ 5225 and 5227 provide, in contrast to a plenary- action, is a procedural mechanism for attacking a fraudulent conveyance ..., colloquially known as ‘turnover proceedings.’”), aff'd sub nom. Mitchell v.

Garrison Protective Servs., Inc., 819 F.3d at 640 (describing C.P.L.R. § 5225 as a “mechanism for avoiding a fraudulent transfer in New York”). While UBAE correctly observes that “fraudulent conveyance is not a necessary element of a, turnover action,” UBAE Br. at 26 (emphasis added), it incorrectly surmises from that observation that fraudulent conveyance therefore, cannot be an element of a turnover action. But, as we have noted, whether UBAE is correct about New York law does not resolve whether it is . also correct about the meaning of the UBAE settlement agreement.

UBAE might benefit from the plaintiffs’ agreement to “release UBAE ... from ... causes of action ... related to the Direct Claims against UBAE.” C.A. at 1648. In context, however, the meaning of “related to” is also ambiguous. It is certainly the case that both the Peterson I claims—i.e., the “Direct Claims”—and those at issue here concern related transactions, specifically) the allegedly fraudulent transfers of bond proceeds linked to Markazi. On the other hand, the plaintiffs in this litigation seek to recover proceeds related to a distinct set of bonds.

Accordingly, it is not apparent to us that their fraudulent-conveyance claims here are necessarily “related to” the Peterson I Direct Claims. Thus, although it is clear that the UBAE settlement agreement released UBAE from “any and all ... claims [or] causes of action,” C.A. 1648, “for damages against UBAE with regard to [the assets at issue in Peterson I],” id. at 1646, the settlement’s applicability beyond such claims is unclear. Because the question on a motion for

summary judgment is “whether the contract is unambiguous with respect to the question disputed by the parties,” Int’l Multifoods Corp. v. Commercial Union Ins. Co., 309 F.3d 76, 83 (2d Cir. 2002), and “[a]n ambiguity exists where the terms of the contract could suggest more than one meaning when viewed objectively by a reasonably intelligent person who has examined the context of the entire ... agreement,” Law Debenture Tr. Co. of N.Y. v. Maverick Tube Corp., 595 F.3d 458, 466 (2d Cir. 2010) (internal quotation marks omitted), the district court érred by granting UBAE’s motion for partial

summary judgment with respect to the plain-, tiffs’ non-turnover claims. UBAE argues that “[t]he definition of ‘Plaintiffs’ Direct Claims’ in the [UBAE settlement- agreement] specifically includes the Peterson II fraudulent conveyance claims.” UBAE Br. at 21. We. disagree. The UBAE Settlement Agreement defines “Direct Claims” as those “in Peterson [7] for damages against UBAE with regard to certain assets [at issué in Peterson 7] ... and valued at approximately $250,000,000.00 (the ‘Transferred Assets’), including, but not limited to, claims for fraudulent conveyance.” C.A. at 1646.

Although this provision cleárly includes the Peterson I fraudulent-conveyance claims among the Peterson I “Direct Claims,” it also plainly requires that those causes of action concern the assets at issue in Peterson I. The fraudulent-conveyance claims -brought against UBAE in this litigation of course do not satisfy that requirement. For the foregoing reasons, we vacate the district court’s conclusion that the UBAE settlement agreement released the plaintiffs’ non-turnover claims brought against UBAE and remand the case to the district court for further proceedings with respect to those claims. 3.

Application of the UBAE Settlement Agreement to Claims Brought Against Markazi The district court also determined that the UBAE settlement agreement also released the plaintiffs’ non-turnover claims against Markazi. Peterson II, 2015 WL 731221, at *10, 2015 U.S. Dist. LEXIS 20640. We disagree. The UBAE settlement agreement released certain claims brought against UBAE and undefined UBAE “beneficiaries.” C.A. at 1648. It made clear, however, that this release “does not impact the ability of any of the [pjarties to pursue claims against Clearstream, Citibank, Bank Markazi, [or] ' Iran.” Id. at 1649.

Whoever and whatever the parties meant to define as UBAE “beneficiaries,” it seems clear that Markazi was not included. The district court therefore erred by dismissing the plaintiffs’ non-turnover claims, including the fraudulent-conveyance claims, brought against Markazi. Accordingly, we vacate that part of the district court’s order and remand the case to the district court for further proceedings with respect to the plaintiffs’ non-turnover claims brought against Markazi. C.

The Turnover Claims The plaintiffs seek to enforce their underlying judgments against Iran and MOIS by executing on $1.68 billion of Mar-kazi-owned bond proceeds. The plaintiffs’ claims seeking a turnover order to that effect rest, as an initial matter, on the nature and location of the bond proceeds. The plaintiffs contend that they are denominated as USD and held as cash in New York City at Clearstream’s correspondent account at JPMorgan.

The defendants argue that there is no cash; at most, Markazi owns, through UBAE, a right to payment from Clearstream in the amount of $1.68 billion as reflected on book entries located in Luxembourg. Whether the plaintiffs can obtain an order compelling one or several of the defendants to turn over the assets at issue depends first on the nature and location of the assets, and second on the court’s jurisdiction for execution of those assets, whatever and wherever they are. 1.

The Nature and Location of the Assets The plaintiffs insist that Clearstream holds the bond proceeds in New York City as cash in its correspondent account at JPMorgan. The district court disagreed, finding sufficient record evidence that the bond proceeds are not held as cash in New York City but are recorded as a right to payment in Luxembourg. Peterson II, 2015 WL 731221, at *6, 2015 U.S. Dist. LEXIS 20640 (“[JPMorgan] received proceeds relating to the [bonds], which it credited to a Clearstream account at [JPMorgan].

Whether it should have or should not have, Clearstream in turn credited amounts attributable to the [bonds] to the UBAE/ Bank Markazi account in Luxembourg. The [JPMorgan] records are clear that whatever happened to the proceeds, they are gone.”)- We agree. It is undisputed that Clear-stream’s correspondent account at JPMor-gan was a general “operating account,” C.A. at 1863, used to service transactions on behalf of many customers who are not parties to this litigation, id. at 1973-74, 2541; see also id. at 2834-35.

Although Clearstream received bond proceeds into this general account, id. at 686, the account’s USD holdings were not segregated by customer, id. at 2537-39. Moreover, no cash attributable to the Markazi-owned bond proceeds was transferred from Clearstream’s correspondent account at JPMorgan to Markazi or UBAE. Id. at 1976. Clearstream instead used its general pool of cash to meet other obligations. Id. at 1865-66. As a result, approximately seven to nine billion dollars flowed in and out of the Clearstream correspondent account each day. Id. at 1973.

Indeed, JPMorgan records show that this account frequently had a near-zero or negative end-of-day balance. Id. at 1864, 1959. The plaintiffs’ putative expert, Peter U. Vinella, attributed minuscule or negative end-of-day balances to industry-standard “[sjweeps.” C.A. at 2422. Under this theory, JPMorgan commandeered the Clear-stream correspondent account at the close of business, “invested [its funds] in very short-dated USD investments],] and subsequently redeposited ... the USD [in the] JPMorgan [a]ccount the next day ..., essentially refilling the bucket.” Id. (internal quotation marks omitted).

Vinella opined that these sweeps “are not generally reflected on the customer’s statement” so that “the funds remain in the bank account from the customer’s perspective.” Id. JPMorgan acknowledged that it indeed “employed] an investment sweep mechanism during the 2008-2012 period that enabled it to pay overnight interest to Clear-stream.” Id. at 2541. We nonetheless agree with the district court that “Vinella’s argument that the money is somehow still there [does not] really work[].” J.A. at 88 (raising this concern during the September 19, 2014 argument).

Even assuming that JPMor-gan’s sweeps used all cash holdings in the Clearstream correspondent account, JPMorgan established through bank records that “the end-of-day balances in the account that were available for overnight investment were never more than a small fraction of the $1.68 billion that make up the [assets at issue].” C.A. at 2541. In fact, the Clearstream correspondent account rarely had an end-of-day balance greater than $300 million, far short of the $1.68 billion sought by the plaintiffs. See J.A. at 80.

JPMorgan may have swept all cash in the Clearstream correspondent account, but the plaintiffs have offered no evidence that those sweeps were performed specifically with Markazi’s cash.' Moreover, Jonckheere, the JPMorgan account manager for Clearstream, offered an undisputed explanation for Clear-stream’s near-zero end-of-day account balances: “[JPMorgan] and Clearstream have an arrangement under which [JPMorgan] will at its discretion advance a very significant amount of intra-day liquidity to Clear-stream to allow Clearstream’s. [correspondent account] to be overdrawn and thereby ensure that the account operates smoothly at all times.” C.A. at 2539.

This explanation and Vinella’s sweep theory are not mutually exclusive. And both are consistent with the district court’s finding that $1.68 billion in cash attributable to Marka-zi’s bond proceeds is not sitting in Clear-stream’s correspondent account at JPMor-gan in New York City. Vinella separately posited -that “Clear-stream cannot hold or process USD in Luxembourg in any material amount.” Id. at 2408. Maybe so. But it does not -follow that Clearstream must be holding $1.68 billion in cash in New York' City.

Vinella’s observation is entirely consistent with the undisputed . record evidence that Clear-stream received cash payments into a general pool, which was drawn down on a daily basis to service many customers’ demands. Clearstream then caused a corresponding credit to be reflected in the Markazi, and later UBAE, account in Luxembourg as a right to payment equivalent to the bond proceeds that Clear-stream received and processed in New York: The location of that right to payment is determined by state law. See Karaha Bodas Co. v.

Perusahaan Pertambangan Minyak Dan Gas Bumi Negara, 313 F.3d 70, 83 (2d Cir. 2002); see also EM Ltd. v. Republic of Argentina, 389 Fed.Appx. 38, 44 (2d Cir. 2010) (summary order) (relying on state law to determine the location of property). Under New York law, the situs of an intangible property interest, such as the right to payment relevant here, is “the location of the party of whom performance -«is required by the terms of the contract.” ABKCO Indus., Inc. v.

Apple Films, Inc., 39 N.Y.2d 670, 675, 360 N.E.2d 899, 902, 385 N.Y.S.2d 511 (1976) (noting that where an intangible property interest is represented by a negotiable instrument, the physical location of that instrument determines the location of the property interest); see also Hotel 71 Mezz Lender LLC v. Falor, 14 N.Y.3d 303, 315, 926 N.E.2d 1202, 1210, 900 N.Y.S.2d 698 (2010) (“[W]here a creditor seeks to attach a debt (an intangible form of property) solely for security purpos.es (i.e., the debtor is subject to the court’s personal jurisdiction), the situs of the debt is wherever the debtor is present.”).

In this case, the right to payment is reflected as a book entry or account balance, maintained in Luxembourg by .Clearstream, a Luxembourg entity. Thus, the asset the plaintiffs seek—a right to payment—is located in Luxembourg, The plaintiffs advance several rebuttals, each presuming the validity of their position that Clearstream holds a segregated pool of $1.68 billion in cash traceable to the bond proceeds in New York.

For example, the plaintiffs argue that “the empty act of making book entries to a Luxembourg account without an accompanying transfer did not alter the location of the Markazi-owned assets.” Pis,’ Br. at 49. That is neither controversial nor surprising: There was no accompanying transfer of cash to Markazi or UBAE. For similar reasons, the plaintiffs’ contention that fraudulent conveyances have no legal effect is of no moment. This argument presumes “that [the] [defendants moved the [b]ond [proceeds to Luxembourg.” Id. at 51. Not so. No bond proceeds were “moved,” at least not as envisaged by the plaintiffs.

Rather, cash flowed into the Clearstream correspondent account at JPMorgan, which was then used to meet other customers’ demands. Markazi was made whole by its interest in the recordation of an equivalent right to payment in Luxembourg. The plaintiffs argue that under the Uniform Commercial Code (“UCC”), Clear-stream “must maintain a corresponding financial asset (i.e., USD) sufficient to satisfy ... entitlements [owed to Markazi and UBAE],” and “those USD[ ] must be segregated from Clearstream’s assets.” Id. at 49.

We need not, and therefore do not, comment on the propriety of Clearstream’s banking practices under the UCC,- assuming that it applies. Even if the bond proceeds should have been segregated and held as cash, they were not; there is not, therefore, property in New York subject to turnover.

Contrary to the plaintiffs’ suggestion, see Pis.’ Br. at 40, this position is not inconsistent with Peterson I, in which the district court concluded that a separate set of bond proceeds—held at a different bank that is not party to this litigation— were both located in New York and owned by Markazi for reasons wholly unrelated to the UCC. Peterson I, 2013 WL 1155576, at *30-31, 2013 U.S. Dist. LEXIS 40470. In any event, the question whether the UCC governs Markazi’s ownership interest in and rights to the bond proceeds is unrelated to the nature and location of those assets.

The nature and location of the asset here—a right to payment located in Luxembourg—distinguishes this case from Peterson I, where it was “undisputed” that Clearstream held a segregated pool of “$1.75 billion in cash proceeds of the bonds ... in an account at Citigroup in New York.” Id. at *2, 2013 U.S. Dist. LEXIS 40470, at *42. Indeed, in Peterson I the district court specifically found that “nearly $2 billion in bond proceeds [traceable to Markazi] is sitting in an account in New York at Citibank,” which the court determined was far from a “fleeting or ephemeral interest[ ].” Id. at *24, 2013 U.S. Dist.

LEXIS 40470, at *103. Here, by contrast, there never was a traceable or segregated pool of Markazi-owned bond proceeds held as cash in Clearstream’s correspondent account at JPMorgan in New York City. We conclude that the assets at issue are, therefore, represented by a right to payment in the possession of Clearstream located in Luxembourg. Accordingly, the district court properly . granted • JPMor-gan’s motion for partial

summary judgment because JPMorgan is not in possession of any assets subject to turnover. Similarly, neither Markazi nor UBAE possesses any assets subject to turnover here because the asset at issue is in fact held by Clearstream and represented as a positive account balance in a “sundry blocked account” to which neither Markazi nor UBAE has access. C.A. at 684. We therefore turn to whether the principal asset at issue, a right to payment held by Clear-stream and located in Luxembourg, is subject to execution. 2.

Jurisdiction for Execution The district , court concluded that it lacked jurisdiction to order turnover because the principal asset at issue—a right to payment recorded and held in Luxembourg—is located outside the United States and, therefore, absolutely immune from execution under the FSIA. Peterson II, 2015 WL 731221, at *10, 2015 U.S. Dist. LEXIS 20640. Although the district court’s assumption was reasonable in. light of many judicial decisions suggesting as much, we think it was incorrect.

Before the FSIA,' foreign sovereigns were generally afforded broad immunity from the jurisdictional reach of American courts. NML Capital, 134 S.Ct. at 2255. Foreign sovereign immunity was offered as “a matter of grace and comity ... not a restriction'imposed by the Constitution.” Id. (quoting Verlinden B.V. v. Cent. Bank of Nigeria, 461 U.S. 480, 486, 103 S.Ct. 1962, 76 L.Ed.2d 81 (1983)). Pursuant to this discretionary practice, “the United States gave absolute immunity to foreign sovereigns from,” in particular, “the execution of judgments.” Autotech Techs. v. Integral Research & Dev.

Corp., 499 F.3d 737, 749 (7th Cir.. 2007). “This rule required plaintiffs who successfully obtained a judgment against a foreign sovereign to rely on voluntary repayment by that State.” Id. The prevailing regime changed in 1976 with the enactment of the FSIA, a “comprehensive set of legal standards governing claims of immunity in every civil action against a foreign state.” Verlinden, 461 U.S. at 488, 103 S.Ct. 1962. Since its enactment, courts have held that “the FSIA provides the sole basis for obtaining jurisdiction over a foreign state in the courts of this country.” Argentine Republic v.

Amerada Hess Shipping Corp., 488 U.S. 428, 443, 109 S.Ct. 683, 102 L.Ed.2d 818 (1989); see also Weinstein v. Islamic Republic of Iran, 609 F.3d 43, 47 (2d Cir. 2010) (“The [FSIA] provides the exclusive basis for subject matter jurisdiction over all civil actions against foreign state defendants, and therefore for a court to exercise subject matter jurisdiction over a defendant the action must fall within one of the FSIA’s exceptions to foreign sovereign immunity.” (citation omitted)).

Section 1604 of the FSIA provides in general terms for foreign sovereign immunity: “[A] foreign state shall be immune from the jurisdiction of the courts of the United States and of the-States.” 28 U.S.C. § 1604. The law then subjects this limit on in personam jurisdiction to several exceptions. See id. §§ 1605-07. In this case, for example, the plaintiffs obtained their judgments against Iran and MOIS pursuant to § 1605A, C.A. at 1673-75, which vitiates immunity “in any case ... in which money damages are sought against a foreign state for personal injury or death that was caused by

an act of torture, extrajudicial killing, ... or the provision of material support or resources for such

an act,” 28 U.S.C. § 1605A(a)(l). In addition to jurisdictional immunity, the FSIA also provides foreign sovereigns so-called “execution immunity”:

Section 1609 states that, generally, “the property in the United States of a foreign state shall be immune from attachment arrest and execution.” Id, § 1609.

Execution immunity is also subject to several exceptions, id. §§ 1610-11, three of which the plaintiffs argue permit execution here: first, § 1610(a), which permits execution against “property in the United States of a foreign state ... used for a commercial activity in the United States ... if ... the judgment relates to a claim for which the foreign state is not immune under [§ 1605A],” id. § 1610(a)(7); second, § 1610(g), which authorizes execution against “the property of a foreign state against which a judgment is entered under [§ 1605A] ... upon that judgment as provided in this section,” id. § 1610(g)(1); and third, TRIA § 201(a), codified as a note to FSIA § 1610,' which reads: Notwithstanding any other provision of law, and except as provided in subsection (b), in every case in which a person has obtained a judgment against a terrorist party on a claim based upon

an act of terrorism, or for which a terrorist party is not immune under [28 U.S.C. § 1605A], the blocked assets of that terrorist party (including the blocked assets of any agency or instrumentality of that terrorist party) shall be subject to execution or attachment in aid of execution in order to satisfy such judgment to the extent of any compensatory damages for which such terrorist party has been adjudged liable. TRIA, Pub. L.

No. 107-297, § 201(a), 116 Stat. 2322, 2337-40 (2002) (codified at 28 U.S.C. § 1610 note); see also Kirschenbaum v. 650 Fifth Ave. & Related Props., 830 F.3d 107, 131 (2d Cir. 2016) (“The TRIA provides jurisdiction for execution and attachment proceedings to satisfy a judgment for which there was original jurisdiction under the FSIA if certain statutory elements are satisfied”). The FSIA framework of immunities and exceptions is “comprehensive,” NML Capital, 134 S.Ct. at 2255-66; see also Republic of Austria v.

Altmann, 541 U.S. 677, 699, 124 S.Ct. 2240, 159 L.Ed.2d 1 (2004); Verlinden, 461 U.S. at 493, 103 S.Ct. 1962, and, therefore, supersedes the “pre-existing common law” of foreign sovereign immunity, Samantar v. Yousuf, 560 U.S. 305, 313, 130 S.Ct. 2278, 176 L.Ed.2d 1047 (2010). As the Supreme Court wrote in NML Capital, “any sort of immunity defense made by a foreign sovereign in an American court must stand on the Act’s text. Or it must fall.” 134 S.Ct. at 2256.

Comprehensive though it may be with respect to immunities and exceptions, the FSIA does not specify “the circumstances and manner of attachment and execution proceedings.” EM Ltd. v. Republic of Argentina, 473 F.3d 463, 474 n.10 (2d Cir. 2007); see also Peterson v. Islamic Republic of Iran, 627 F.3d 1117, 1130 (9th Cir. 2010) (“The FSIA does not provide methods for the enforcement of judgments against foreign states, only that those judgments may not be enforced by resort to immune property.”). Accordingly, “[i]n attachment actions involving foreign states, federal courts ... apply Fed. R. Civ.

P. 69(a).” Karaha Bodas Co., 313 F.3d at 83. Under that Rule, “a district court has the authority to enforce a judgment by attaching property in accordance with the law of the state in which the district court sits.” Koehler v. Bank of Berm. Ltd., 544 F.3d 78, 85 (2d Cir. 2008). In New York, that law is C.P.L.R. § 5225, which provides in pertinent part: Property not in the possession of judgment debtor.

Upon a special proceeding commenced by the judgment creditor, against a person in possession or custody of money or other personal property in which the judgment debtor has an interest ... where it is shown that the judgment debtor is entitled to the possession of such property or that the judgment creditor’s rights to the property are superior to those of the transferee, the court shall require such person to pay the money, or so much of it as is sufficient to satisfy the judgment, to.the judgment creditor and, if the amount to be so paid is insufficient to satisfy the judgment, to deliver any other personal property, or so much of it as is of sufficient value to satisfy -the judgment to a designated sheriff.

N.Y. C.P.L.R.. § 6225(b). Relying on this provision, the plaintiffs seek turnover of Iran’s right to payment in the amount of $1.68 billion, represented as a positive account balance and recorded on the books of Clearstream in Luxembourg. The district .court concluded that this asset’s location in Luxembourg is fatal to the plaintiffs’ turnover claims. Peterson II, 2015 WL 731221, at *10, 2015 U.S. Dist. LEXIS 20640 (“The FSIA does not allow for attachment of property outside of the United States.”). We disagree.

The FSIA does not by its terms provide execution immunity to a foreign sovereign’s extraterritorial assets. See 28 U.S.C. § 1609 (“[T]he property in the United States of a foreign state shali be immune from attachment arrest and execution ,... ” (emphasis added)). In NML Capital, the Supreme Court squarely rejected the argument that any common law execution immunity afforded to “a foreign state’s extraterritorial assets” survived the enactment of the FSIA: [We identify] no case holding that, before the Act, á foreign state’s extraterritorial assets enjoyed absolute execution immunity in United States courts.

No surprise there. Our courts generally lack authority in the first place to execute against property in other countries, so how could the question ever have arisen? 134 S.Ct. at 2257 (holding that § 1609 does not immunize “a foreign sovereign’s extraterritorial assets” from post-judgment discovery). ■ Notwithstanding the Supreme Court’s rhetorical observation, the question whether courts sitting in New York, have the authority to execute against property in other countries arose in Koehler, 544 F.3d 78, in which we were asked to decide whether C.P.L.R, § 5225(

b) applies extra-territorially. There, a- judgment creditor sought to execute against stock certificates owned by a judgment debtor but held in Bermuda by a third-party garnishee. Id. at 80-81. “The district court concluded that stock certificates in general must be located within the state in order to be attached .Id. at 86. On appeal, however, wé found that this raised an important and unsettled question of state law; accordingly, we certified the issue to the New York Court of Appeals. Id. at 87-88.

The Court of Appeals accepted certification and, closely 'divided, “h[e]ld that a New York court with personal jurisdiction over a defendant may order him to turn over out-of-state property regardless of whether the defendant is a judgment debtor or a garnishee.” Koehler v. Bank of Berm. Ltd., 12 N.Y.3d 533, 541, 911 N.E.2d 825, 831, 883 N.Y.S.2d 763 (2009). The court observed that “CPLR

article 52 contains no express territorial limitation barring the entry of a turnover order that requires a garnishee to transfer money or property into New York from another state or country.” Id. at 539, 883 N.Y.S.2d 763, 911 N.E.2d at 829. Turning to recent legislative amendments, the court determined that the New York State “[legislature intended CPLR

article 52 to have extraterritorial reach.” Id. The court’s holding turned on the exercise of in per-sonam jurisdiction; a court sitting in New York with personal jurisdiction over a party may order that party “to bring property into the state.” Id. at 540, 883 N.Y.S.2d 763, 911 N.E.2d at 830 (“[T]he key to the reach of the turnover order is personal jurisdiction over a particular defendant.”). Following NML Capital, 134 S.Ct. at 2256-57, the FSIA appears to be no impediment to an order issued pursuant to Koehler directing Clearstream—should the court have personal jurisdiction Over it—to bring the Markazi-owned asset held in Luxembourg to New York State.

Section 1604’s grant of jurisdictional immunity, applies only to.“a foreign state,” which Clear-stream of course is not. 28 U.S.C. § 1604. Section. 1609’s grant of execution immunity applies only to assets located “in the United States,” which the Luxembourg right to payment is not. 28 U.S.C. § 1609. And, as noted, the Supreme Court’s view set forth in NML Capital appears unequivocal: “[A]ny sort of immunity defense made by a foreign. sovereign in an American - court must stand on the Act’s text. Or it must fall.” 134 S.Ct. at 2256.

Each of the many cases cited by the defendants for the proposition that a foreign sovereign’s extraterritorial assets are absolutely immune from execution were decided before the Supreme Court’s decision in NML Capital, which made clear that such cases 'predating NML Capital are no longer binding on this discrete point. See EM Ltd. v. Republic of Argentina, 695 F.3d 201, 208 (2d Cir. 2012) (“We recognize that a district court sitting in Manhattan does not have the power to attach Argentinian property in foreign countries.”); Aurelius Capital Partners, LP v.

Republic of Argentina, 584 F.3d 120, 130 (2d Cir. 2009) (“[T]he property that is subject to attachment and execution must be property in the United States of a foreign state (internal quotation marks omitted)). Following NML Capital, this body of former case law is of no help to the defendants.

As the Supreme Court instructed, “even if [the defendants] were right about the scope of the common-law execution-immunity rule, then it would be obvious that the terms of § 1609 execution immunity are narrower, since the text of that provision immunizes only foreign-state property ‘in the United States.’ ” NML Capital, 134 S.Ct. at 2257 (emphasis in original).

NML Capital and Koehler do not, however, affect our long-standing view that “[t]he FSIA provides the exclusive basis for obtaining subject matter jurisdiction over a foreign state.” Kirschenbaum, 830 F.3d at 122 (emphasis added); see also NML Capital, 134 S.Ct. at 2256-58 (concerning execution jurisdiction). Here, though, the putative exercise of in person-am jurisdiction concerns Clearstream—the party in possession of-the asset at issue— which is not itself a sovereign and therefore does not possess sovereign immunity.

Nonetheless, NML Capital and Koehler, when combined, do authorize a court sitting in New York with personal jurisdiction over a non-sovereign third party to recall to New York extraterritorial assets owned by a foreign sovereign. Had Koehler arisen in the context of an exercise of in personam jurisdiction over a foreign sovereign—it did not—the FSIA’s grant of jurisdictional immunity would supersede contrary state law. See Peterson, 627 F.3d at 1130 (applying state law “insofar as it does not conflict with the FSIA”).

As it was decided, however, Koehler does not appear to us to be inconsistent with the FSIA as interpreted by the Supreme " Court in NML Capital. At least one of our sister circuits has, without considering the issue in any detail, suggested the contrary conclusion: that even after NML Capital, a foreign sovereign’s extraterritorial assets remain absolutely immune from execution. In Rubin v.

Islamic Republic of Iran, 830 F.3d 470 (7th Cir. 2016), the Seventh Circuit remarked that before a foreign sovereign’s assets are “even potentially subject to attachment and execution,” it must be shown that the assets are “within the territorial jurisdiction of the district court.” Id. at 475 (citing NML Capital, 134 S.Ct. at 2257 (“Our courts generally lack authority in the first place to execute against property in other countries .... ”)). The Seventh Circuit’s comment is unavailing to the defendants here.

As an initial matter, it is not evident that an exercise of in person-am jurisdiction over a non-sovereign pursuant to Koehler is inconsistent with the Seventh Circuits, statement concerning the exercise of “territorial jurisdiction” in the context of an in rem proceeding. Id.; see also Rubin v. Islamic Republic of Iran, 33 F.Supp.3d 1003, 1006 (N.D. Ill. 2014) (“Plaintiffs now seek to collect on [judgments against Iran] by attaching alleged assets of Iran .... ” (emphasis added)), aff'd, 830 F.3d 470 (7th Cir. 2016), cert. granted, — U.S.-, 137 S.Ct. 2326, 198 L.Ed.2d 754 (2017).

Moreover, we do not understand the Supreme Court’s observation that “[o]ur courts generally lack authority in the first place to execute against property in other countries,” NML Capital, 134 S.Ct. at 2257, to foreclose that possibility. Indeed, Justice Scalia’s observation was made in the context of noting that no court had ever before held that “a foreign state’s extraterritorial assets enjoyed absolute execution immunity in United States courts.” Id.

And as we have noted, even if such a rule had existed at common law, “it would be obvious that the terms of § 1609 execution immunity are narrower, since the text of that provision immunizes only foreign-state property ‘in the United States.’ ” Id. (emphasis in original). “So ... § 1609 execution immunity ... [does] not shield ... a foreign sovereign’s extraterritorial assets.” Id. We think that the Supreme Court’s decision in NML Capital counsels in favor of part of the reasoning suggested by the Ninth Circuit’s decision in Peterson, 627 F.3d 1117, itself a pre-AML Capital case.

There, judgment creditors of Iran sought to execute against “Iran’s rights to payment from CMA CGM,” a French shipping company indebted to Iran. Id. at 1121. The Ninth Circuit held that the right to payment was not “property in the United States” within the meaning of § 1610(

a) and was, therefore, “immune from execution.” Id. at 1130. The court appeared to reach that conclusion based on the FSIA itself, see id. (citing 28 U.S.C. § 1610(a)), which reasoning, as explained, was vitiated by NML Capital. But the Ninth 'Circuit also turned to state law as directed by Federal Rule of Civil Procedure 69(a). Id. at 1130-31 (noting that “California enforcement law authorizes a court to ‘order the judgment debtor to assign to the judgment creditor ... all or part of a right to payment due or to become due’” (quoting Cal. Civ. Proc. Code § 708.510(a))).

In particular, the Ninth Circuit relied on Philippine Export & Foreign Loan Guar. Corp. v. Chuidian, 218 Cal. App. 3d 1058, 267 Cal.Rptr. 457 (6th Dist. 1990), for the proposition that “the location of a right to payment ... is the location of the debtor,” Peterson, 627 F.3d at 1131 (citing Philippine Export, 218 Cal. App. 3d 1058, 267 Cal.Rptr. 457). The state appellate court’s decision in Philippine Export also held that California’s state execution law does not apply extra-territorially. Philippine Export, 218 Cal. App. 3d at 1099, 267 Cal.Rptr. at 481.

Citing that decision, the Ninth Circuit concluded that “a foreign state defendant’s rights to payment from third-party debtors are assignable only if those ‘debtors [ ] reside in the United States.’” Peterson, 627 F.3d at 1131 (quoting Philippine Export, 218 Cal. App. 3d at 1099, 267 Cal.Rptr. at 481). Although the Ninth Circuit’s decision appears to have rested on its pre-AML Capital understanding of the FSIA, its decision and citation to Philippine Export suggest an alternative approach that is in step with our reconciliation of AML Capital and Koehler.

Were one to except the part of the Ninth Circuit’s opinion that did not survive AML Capital, the principal difference between the Ninth Circuit’s decision in Peterson and our disposition of this case might be viewed as one of state law. Compare Philippine Export, 218 Cal. App. 3d at 1099, 267 CalRptr. at 480 (declining to exercise extraterritorial personal jurisdiction because, under California law, “the limits which generally exist upon the right to execute ... apply in a judgment debtor proceeding such as this” (citing Cal. Civ. Proc.

Code § 708.510 cmt. (West 1987) (Legislative Committee Comments, Assembly, 1982 Addition))), with Koehler, 12 N.Y.3d at 539, 883 N.Y.S.2d 763, 911 N.E.2d at 829 (determining that the New York State “[legislature intended CPLR

article 62 to have extraterritorial reach”). On remand, the district court should determine in the first instance whether it has personal jurisdiction over Clear-stream. If it answers that question in .the affirmative, then the court should determine if a barrier'exists to an exercise of in personam jurisdiction to recall to New York State the right to payment held by Clearstream in Luxembourg, whether for reasons -of, inter alia, state law, federal law, international comity, or for any other reason.

Should that asset be recalled, it may, upon being produced in New York, qualify as an asset “in the ■United States of a foreign state” and, if so, it would be afforded execution immunity as such. 28 U.S.C. § 1609 (emphasis added). Accordingly, the district court will, likely be required to determine, if and when it reaches that juncture, whether the asset that comes to be “in the United States” .is subject to the execution-immunity exceptions relied on by the plaintiffs, 28 U.S.C. § 1610(a)(7), (g)(1); TRIA § 201(a).

The defendants should, of course, be permitted to raise appropriate rebuttals at that time if they so choose. We are cognizant of the conundrum apparently posed by NML Capital and Koehler when read in tandem. The FSIA “aimed to facilitate and depoliticize litigation against foreign states and to minimize irritations in foreign relations arising out of such litigation.” Cargill Int’l S.A. -v. M/T Pavel Dybenko, 991 F.2d 1012, 1016 (2d Cir. 1993) (internal quotation marks omitted). We are not at all sure that NML Capital when read in light of the law established by Koehler furthers that goal.

But if we are correct in our analysis, any such problem is one for the Supreme Court or the political branches—not this Court—to resolve. Here, we attempt only to apply the law as we find it: The authority of courts sitting in New York with personal jurisdiction over a non-sovereign third party to order that third-party garnishee to produce in New York an. extraterritorial asset seems clear enough. Koehler, 12 N.Y.3d at 540, 883 N.Y.S.2d 763, 911 N.E.2d at 830.

Whether that extraterritorial asset is owned by a foreign sovereign is of no moment, because the FSIA’s grant of execution immunity does not extend to assets located abroad. NML Capital, 134 S.Ct. at 2257. Moreover, we think that the two-step process called for by these cases—first recalling the asset at issue, and second, proceeding with a traditional FSIA analysis—is unlikely to open the proverbial floodgates to a wave of turnover claims seeking to execute against heretofore-unreachable extraterritorial assets.

Even if those assets are in the possession of a third party over whom or which a court sitting in New York'has personal jurisdiction, those assets still must not be subject to execution immunity upon being recalled to New York State. In that respect, the FSIA contains several limiting principles, such as the requirement that any asset, subject to execution must have been “used for a

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