Code") (except insofar as the type of Securities subject to such Transaction or the term of such Transaction would render such definition inapplicable), and a "securities contract" as that tenn is defined in Section 741 of the US Code. (b) It is understood that either party's right to liquidate Securities delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Paragraph 10 hereof, is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of the US Code. (c) The parties agree and acknowledge that if a party hereto is an Insured depository• institution-, as such term is defined in the Federal Deposit Insurance Act, as amended ("FDIA"), then each Transaction hereunder is a "qualified financial contract", as such term is defined in the FDIA and any rules, orders or policy statements thereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (d) It is understood that this Agreement constitutes a "netting contract" as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA-) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a "covered contractual payment entitlement" or "covered contractual payment obligation". respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a "financial institution" as such term is defined in FDICIA). 23. ACKNOWLEDEMENTS The parties acknowledge that they have been advised that: (a) in the case of Transactions in which one of the panics is a broker or dealer registered with the Securities and Exchange Commission ("SEC') under Section 15 of the Securities Exchange Act of 1934 ("1934 Act"). the Securities Investor Protection Corporation has taken the position that the provisions of the Securities investor Protection Act of 1970