Page:United States Statutes at Large Volume 122.djvu/2780

 12 2 STA T . 2 75 7 PUBLIC LA W 11 0– 2 89—J UL Y3 0, 2008 ‘ ‘ (E)CERTAINP R O TE C TION S INE V ENT O F APPOINT M ENT OF CONSERVATOR .—Notwi t hs t and in g an y oth erp ro v ision o f this se c tion , any other F edera l law, or the law of any S tate (other than paragraph ( 10 )ofthiss ub section and subsection (b)( 9 )( B )), no person shall be stayed or prohibited fro m e x ercising— ‘‘(i) any right such person has to cause the termi - nation, li q uidation, or acceleration of any qualified financial contract with a regulated entity in a con- servatorship based upon a default under such financial contract which is enforceable under applicable non- insolvency law ‘‘(ii) any right under any security agreement or arrangement or other credit enhancement relating to 1 or more such qualified financial contracts; or ‘‘(iii) any right to offset or net out any termination values, payment amounts, or other transfer obligations arising under or in connection with such qualified financial contracts. ‘‘(F) C L ARIFICATION.—No provision of law shall be con- strued as limiting the right or power of the A gency, or authori z ing any court or agency to limit or delay in any manner, the right or power of the Agency to transfer any qualified financial contract in accordance with paragraphs (9) and (10), or to disaffirm or repudiate any such contract in accordance with subsection (d)(1). ‘‘( G ) W AL K A W A Y CLA U SES NOT EFFECTIVE.— ‘‘(i) I N G ENERAL.—Notwithstanding the provisions of subparagraphs (A) and (E), and sections 4 0 3 and 404 of the Federal D eposit Insurance Corporation Improvement Act of 1991, no wal k away clause shall be enforceable in a qualified financial contract of a regulated entity in default. ‘‘(ii) WALKAWAY CLAUSE D EFINED.—For purposes of this subparagraph, the term ‘walkaway clause ’ means a provision in a qualified financial contract that, after calculation of a value of a party’s position or an amount due to or from 1 of the parties in accord- ance with its terms upon termination, liquidation, or acceleration of the qualified financial contract, either does not create a payment obligation of a party or extinguishes a payment obligation of a party in whole or in part solely because of the status of such party as a nondefaulting party. ‘‘(9) T RANSFER OF Q UALIFIED FINANCIAL CONTRACTS.—In making any transfer of assets or liabilities of a regulated entity in default which includes any qualified financial contract, the conservator or receiver for such regulated entity shall either— ‘‘(A) transfer to 1 person— ‘‘(i) all qualified financial contracts between any person (or any affiliate of such person) and the regu- lated entity in default; ‘‘(ii) all claims of such person (or any affiliate of such person) against such regulated entity under any such contract (other than any claim which, under the terms of any such contract, is subordinated to the

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