209 
‘‘(ii) such transfer includes any quali-
fied financial contract. 
‘‘(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 
under section 403 or 404 of the Federal 
Deposit Insurance Corporation Improve-
ment Act of 1991, solely by reason of or 
incidental to the appointment of a receiver 
for the regulated entity (or the insolvency 
or financial condition of the regulated enti-
ty for which the receiver has been ap-
pointed)— 
‘‘(I) until 5:00 p.m. (Eastern 
Standard Time) on the business day 
following the date of the appointment 
of the receiver; or 
‘‘(II) after the person has re-
ceived notice that the contract has 
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210 
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 under section 403 or 404 of the Federal 
Deposit Insurance Corporation Improve-
ment Act of 1991, solely by reason of or 
incidental to the appointment of a conser-
vator for the regulated entity (or the insol-
vency or financial condition of the regu-
lated entity for which the conservator has 
been appointed). 
‘‘(iii) NOTICE.—For purposes of this 
paragraph, the conservator or receiver of a 
regulated entity shall be deemed to have 
notified a person who is a party to a quali-
fied financial contract with such regulated 
entity, if the conservator or receiver has 
taken steps reasonably calculated to pro-
vide notice to such person by the time 
specified in subparagraph (A). 
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211 
‘‘(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 
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-
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212 
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 
or the appointment of, or the exercise of rights 
or powers by, a conservator or receiver, the con-
servator or receiver may enforce any contract, 
other than a contract for liability insurance for 
a director or officer, or a contract or a regu-
lated 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 liability insurance contract for an offi-
cer or director, or regulated entity bond under 
other applicable law. 
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213 
‘‘(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 
‘‘(II) 90 days after the date of 
appointment of a receiver. 
‘‘(ii) 
EXCEPTIONS.—This 
subpara-
graph shall not— 
‘‘(I) apply to a contract for liabil-
ity insurance for an officer or direc-
tor; 
‘‘(II) apply to the rights of par-
ties to certain qualified financial con-
tracts under subsection (d)(8); and 
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214 
‘‘(III) be construed as permitting 
the conservator or receiver to fail to 
comply with otherwise enforceable 
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. 
‘‘(15) EXCEPTION FOR FEDERAL RESERVE AND 
FEDERAL HOME LOAN BANKS.—No provision of this 
subsection shall apply with respect to— 
‘‘(A) any extension of credit from any Fed-
eral Home Loan Bank or Federal Reserve 
Bank to any regulated entity; or 
‘‘(B) any security interest in the assets of 
the regulated entity securing any such extension 
of credit. 
‘‘(e) VALUATION OF CLAIMS IN DEFAULT.— 
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215 
‘‘(1) IN GENERAL.—Notwithstanding any other 
provision of Federal law or the law of any State, and 
regardless of the method which the Agency deter-
mines to utilize with respect to a regulated entity in 
default or in danger of default, including trans-
actions authorized under subsection (i), this sub-
section shall govern the rights of the creditors of 
such regulated entity. 
‘‘(2) MAXIMUM LIABILITY.—The maximum li-
ability of the Agency, acting as receiver or in any 
other capacity, to any person having a claim against 
the receiver or the regulated entity for which such 
receiver is appointed shall be not more than the 
amount that such claimant would have received if 
the Agency had liquidated the assets and liabilities 
of the regulated entity without exercising the author-
ity of the Agency under subsection (i). 
‘‘(f) LIMITATION
ON COURT ACTION.—Except as 
provided in this section or at the request of the Director, 
no court may take any action to restrain or affect the exer-
cise of powers or functions of the Agency as a conservator 
or a receiver. 
‘‘(g) LIABILITY OF DIRECTORS AND OFFICERS.— 
‘‘(1) IN GENERAL.—A director or officer of a 
regulated entity may be held personally liable for 
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216 
monetary damages in any civil action described in 
paragraph (2) brought by, on behalf of, or at the re-
quest or direction of the Agency, and prosecuted 
wholly or partially for the benefit of the Agency— 
‘‘(A) acting as conservator or receiver of 
such regulated entity; or 
‘‘(B) acting based upon a suit, claim, or 
cause of action purchased from, assigned by, or 
otherwise conveyed by such receiver or conser-
vator. 
‘‘(2) ACTIONS ADDRESSED.—Paragraph (1) ap-
plies in any civil action for gross negligence, includ-
ing any similar conduct or conduct that dem-
onstrates a greater disregard of a duty of care than 
gross negligence, including intentional tortious con-
duct, as such terms are defined and determined 
under applicable State law. 
‘‘(3) NO
LIMITATION.—Nothing in this sub-
section shall impair or affect any right of the Agency 
under other applicable law. 
‘‘(h) DAMAGES.—In any proceeding related to any 
claim against a director, officer, employee, agent, attorney, 
accountant, appraiser, or any other party employed by or 
providing services to a regulated entity, recoverable dam-
ages determined to result from the improvident or other-
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217 
wise improper use or investment of any assets of the regu-
lated entity shall include principal losses and appropriate 
interest. 
‘‘(i) LIMITED-LIFE REGULATED ENTITIES.— 
‘‘(1) ORGANIZATION.— 
‘‘(A) PURPOSE.—The Agency, as receiver 
appointed pursuant to subsection (a)— 
‘‘(i) may, in the case of a Federal 
Home Loan Bank, organize a limited-life 
regulated entity with those powers and at-
tributes of the Federal Home Loan Bank 
in default or in danger of default as the 
Director determines necessary, subject to 
the provisions of this subsection, and the 
Director shall grant a temporary charter to 
that limited-life regulated entity, and that 
limited-life regulated entity shall operate 
subject to that charter; and 
‘‘(ii) shall, in the case of an enter-
prise, organize a limited-life regulated enti-
ty with respect to that enterprise in ac-
cordance with this subsection. 
‘‘(B) AUTHORITIES.—Upon the creation of 
a limited-life regulated entity under subpara-
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218 
graph (A), the limited-life regulated entity 
may— 
‘‘(i) assume such liabilities of the reg-
ulated entity that is in default or in danger 
of default as the Agency may, in its discre-
tion, determine to be appropriate, except 
that the liabilities assumed shall not exceed 
the amount of assets purchased or trans-
ferred from the regulated entity to the lim-
ited-life regulated entity; 
‘‘(ii) purchase such assets of the regu-
lated entity that is in default, or in danger 
of default as the Agency may, in its discre-
tion, determine to be appropriate; and 
‘‘(iii) perform any other temporary 
function which the Agency may, in its dis-
cretion, prescribe in accordance with this 
section. 
‘‘(2) CHARTER AND ESTABLISHMENT.— 
‘‘(A) TRANSFER OF CHARTER.— 
‘‘(i) FANNIE MAE.—If the Agency is 
appointed as receiver for the Federal Na-
tional Mortgage Association, the limited- 
life regulated entity established under this 
subsection with respect to such enterprise 
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219 
shall, by operation of law and immediately 
upon its organization— 
‘‘(I) succeed to the charter of the 
Federal National Mortgage Associa-
tion, as set forth in the Federal Na-
tional Mortgage Association Charter 
Act; and 
‘‘(II) thereafter operate in ac-
cordance with, and subject to, such 
charter, this Act, and any other provi-
sion of law to which the Federal Na-
tional Mortgage Association is subject, 
except as otherwise provided in this 
subsection. 
‘‘(ii) FREDDIE MAC.—If the Agency is 
appointed as receiver for the Federal 
Home Loan Mortgage Corporation, the 
limited-life regulated entity established 
under this subsection with respect to such 
enterprise shall, by operation of law and 
immediately upon its organization— 
‘‘(I) succeed to the charter of the 
Federal Home Loan Mortgage Cor-
poration, as set forth in the Federal 
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220 
Home Loan Mortgage Corporation 
Charter Act; and 
‘‘(II) thereafter operate in ac-
cordance with, and subject to, such 
charter, this Act, and any other provi-
sion of law to which the Federal 
Home Loan Mortgage Corporation is 
subject, except as otherwise provided 
in this subsection. 
‘‘(B) INTERESTS IN AND ASSETS AND OB-
LIGATIONS
OF
REGULATED
ENTITY
IN
DE-
FAULT.—Notwithstanding subparagraph (A) or 
any other provision of law— 
‘‘(i) a limited-life regulated entity 
shall assume, acquire, or succeed to the as-
sets or liabilities of a regulated entity only 
to the extent that such assets or liabilities 
are transferred by the Agency to the lim-
ited-life regulated entity in accordance 
with, and subject to the restrictions set 
forth in, paragraph (1)(B); 
‘‘(ii) a limited-life regulated entity 
shall not assume, acquire, or succeed to 
any obligation that a regulated entity for 
which a receiver has been appointed may 
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