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subparagraph (A) (with respect to such person 
and any affiliate of such person). 
‘‘(10) NOTIFICATION OF TRANSFER.— 
‘‘(A) IN GENERAL.—If— 
‘‘(i) the conservator or receiver for a 
regulated entity in default makes any 
transfer of the assets and liabilities of such 
regulated entity, and 
‘‘(ii) the transfer includes any quali-
fied financial contract, 
the conservator or receiver shall notify any per-
son who is a party to any such contract of such 
transfer by 5:00 p.m. (eastern time) on the 
business day following the date of the appoint-
ment of the receiver in the case of a receiver-
ship, or the business day following such trans-
fer in the case of a conservatorship. 
‘‘(B) CERTAIN
RIGHTS
NOT
ENFORCE-
ABLE.— 
‘‘(i) RECEIVERSHIP.—A person who is 
a party to a qualified financial contract 
with a regulated entity may not exercise 
any right that such person has to termi-
nate, liquidate, or net such contract under 
paragraph (8)(A) of this subsection or sec-
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tion 403 or 404 of the Federal Deposit In-
surance Corporation Improvement Act of 
1991, solely by reason of or incidental to 
the appointment of a receiver for the regu-
lated entity (or the insolvency or financial 
condition of the regulated entity for which 
the receiver has been appointed)— 
‘‘(I) until 5:00 p.m. (eastern 
time) on the business day following 
the date of the appointment of the re-
ceiver; or 
‘‘(II) after the person has re-
ceived notice that the contract has 
been transferred pursuant to para-
graph (9)(A). 
‘‘(ii) CONSERVATORSHIP.—A person 
who is a party to a qualified financial con-
tract with a regulated entity may not exer-
cise any right that such person has to ter-
minate, liquidate, or net such contract 
under paragraph (8)(E) of this subsection 
or section 403 or 404 of the Federal De-
posit Insurance Corporation Improvement 
Act of 1991, solely by reason of or inci-
dental to the appointment of a conservator 
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for the regulated entity (or the insolvency 
or financial condition of the regulated enti-
ty for which the conservator has been ap-
pointed). 
‘‘(iii) NOTICE.—For purposes of this 
paragraph, the Agency as receiver or con-
servator of a regulated entity shall be 
deemed to have notified a person who is a 
party to a qualified financial contract with 
such regulated entity if the Agency has 
taken steps reasonably calculated to pro-
vide notice to such person by the time 
specified in subparagraph (A). 
‘‘(C) BUSINESS DAY DEFINED.—For pur-
poses of this paragraph, the term ‘business day’ 
means any day other than any Saturday, Sun-
day, or any day on which either the New York 
Stock Exchange or the Federal Reserve Bank 
of New York is closed. 
‘‘(11) DISAFFIRMANCE
OR
REPUDIATION
OF 
QUALIFIED
FINANCIAL
CONTRACTS.—In exercising 
the rights of disaffirmance or repudiation of a con-
servator or receiver with respect to any qualified fi-
nancial contract to which a regulated entity is a 
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party, the conservator or receiver for such institution 
shall either— 
‘‘(A) disaffirm or repudiate all qualified fi-
nancial contracts between— 
‘‘(i) any person or any affiliate of 
such person; and 
‘‘(ii) the regulated entity in default; or 
‘‘(B) disaffirm or repudiate none of the 
qualified financial contracts referred to in sub-
paragraph (A) (with respect to such person or 
any affiliate of such person). 
‘‘(12) CERTAIN
SECURITY
INTERESTS
NOT 
AVOIDABLE.—No provision of this subsection shall 
be construed as permitting the avoidance of any le-
gally enforceable or perfected security interest in any 
of the assets of any regulated entity, except where 
such an interest is taken in contemplation of the in-
solvency of the regulated entity, or with the intent 
to hinder, delay, or defraud the regulated entity or 
the creditors of such regulated entity. 
‘‘(13) AUTHORITY TO ENFORCE CONTRACTS.— 
‘‘(A) IN GENERAL.—Notwithstanding any 
provision of a contract providing for termi-
nation, default, acceleration, or exercise of 
rights upon, or solely by reason of, insolvency 
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or the appointment of a conservator or receiver, 
the conservator or receiver may enforce any 
contract or regulated entity bond entered into 
by the regulated entity. 
‘‘(B) CERTAIN RIGHTS NOT AFFECTED.— 
No provision of this paragraph may be con-
strued as impairing or affecting any right of the 
conservator or receiver to enforce or recover 
under a director’s or officer’s liability insurance 
contract or surety bond under other applicable 
law. 
‘‘(C) CONSENT REQUIREMENT.— 
‘‘(i) IN GENERAL.—Except as other-
wise provided under this section, no person 
may exercise any right or power to termi-
nate, accelerate, or declare a default under 
any contract to which a regulated entity is 
a party, or to obtain possession of or exer-
cise control over any property of the regu-
lated entity, or affect any contractual 
rights of the regulated entity, without the 
consent of the conservator or receiver, as 
appropriate, for a period of— 
‘‘(I) 45 days after the date of ap-
pointment of a conservator; or 
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‘‘(II) 90 days after the date of 
appointment of a receiver. 
‘‘(ii) EXCEPTIONS.—This paragraph 
shall— 
‘‘(I) not apply to a director’s or 
officer’s liability insurance contract; 
‘‘(II) not apply to the rights of 
parties to any qualified financial con-
tracts under subsection (d)(8); and 
‘‘(III) not be construed as per-
mitting the conservator or receiver to 
fail to comply with otherwise enforce-
able provisions of such contracts. 
‘‘(14) SAVINGS
CLAUSE.—The meanings of 
terms used in this subsection are applicable for pur-
poses of this subsection only, and shall not be con-
strued or applied so as to challenge or affect the 
characterization, definition, or treatment of any 
similar terms under any other statute, regulation, or 
rule, including the Gramm-Leach-Bliley Act, the 
Legal Certainty for Bank Products Act of 2000, the 
securities laws (as that term is defined in section 
3(a)(47) of the Securities Exchange Act of 1934), 
and the Commodity Exchange Act. 
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