filiate of such person and the deposi-
tory institution in default; 
‘‘(II) all claims of such person or 
any affiliate of such person against 
such depository institution under any 
such contract (other than any claim 
which, under the terms of any such 
contract, is subordinated to the claims 
of general unsecured creditors of such 
institution); 
‘‘(III) all claims of such deposi-
tory institution against such person or 
any affiliate of such person under any 
such contract; and 
‘‘(IV) all property securing or 
any other credit enhancement for any 
contract described in subclause (I) or 
any claim described in subclause (II) 
or (III) under any such contract; or 
‘‘(ii) transfer none of the qualified fi-
nancial contracts, claims, property or other 
credit enhancement referred to in clause (i) 
(with respect to such person and any affil-
iate of such person).
‘‘(B) TRANSFER TO FOREIGN BANK, FOR-
EIGN FINANCIAL INSTITUTION, OR BRANCH OR 
AGENCY OF A FOREIGN BANK OR FINANCIAL IN-
STITUTION.—In transferring any qualified fi-
nancial contracts and related claims and prop-
erty under subparagraph (A)(i), the conservator 
or receiver for the depository institution shall 
not make such transfer to a foreign bank, fi-
nancial institution organized under the laws of 
a foreign country, or a branch or agency of a 
foreign bank or financial institution unless, 
under the law applicable to such bank, financial 
institution, branch or agency, to the qualified 
financial contracts, and to any netting contract, 
any security agreement or arrangement or other 
credit enhancement related to one or more 
qualified financial contracts, the contractual 
rights of the parties to such qualified financial 
contracts, netting contracts, security agree-
ments or arrangements, or other credit en-
hancements are enforceable substantially to the 
same extent as permitted under this section. 
‘‘(C) TRANSFER OF CONTRACTS SUBJECT 
TO
THE
RULES
OF
A
CLEARING
ORGANIZA-
TION.—In the event that a conservator or re-
ceiver transfers any qualified financial contract 
and related claims, property, and credit en-
hancements pursuant to subparagraph (A)(i) 
and such contract is cleared by or subject to the 
rules of a clearing organization, the clearing or-
ganization shall not be required to accept the 
transferee as a member by virtue of the trans-
fer. 
‘‘(D) DEFINITIONS.—For purposes of this 
paragraph, the term ‘financial institution’ 
means a broker or dealer, a depository institu-
tion, a futures commission merchant, or any 
other institution, as determined by the Corpora-
tion by regulation to be a financial institution, 
and the term ‘clearing organization’ has the 
same meaning as in section 402 of the Federal 
Deposit Insurance Corporation Improvement 
Act of 1991.’’. 
(2) NOTICE
TO
QUALIFIED
FINANCIAL
CON-
TRACT COUNTERPARTIES.—Section 11(e)(10)(A) of 
the Federal Deposit Insurance Act (12 U.S.C. 
1821(e)(10)(A)) is amended in the material imme-
diately following clause (ii) by striking ‘‘the conser-
vator’’ and all that follows through the period and 
inserting the following: ‘‘the conservator or receiver
shall notify any person 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 ap-
pointment of the receiver in the case of a receiver-
ship, or the business day following such transfer in 
the case of a conservatorship.’’. 
(3) RIGHTS AGAINST RECEIVER AND CONSER-
VATOR AND TREATMENT OF BRIDGE BANKS.—Sec-
tion 11(e)(10) of the Federal Deposit Insurance Act 
(12 U.S.C. 1821(e)(10)) is amended— 
(A) by redesignating subparagraph (B) as 
subparagraph (D); and 
(B) by inserting after subparagraph (A) 
the following new subparagraphs: 
‘‘(B) CERTAIN
RIGHTS
NOT
ENFORCE-
ABLE.— 
‘‘(i) RECEIVERSHIP.—A person who is 
a party to a qualified financial contract 
with an insured depository institution may 
not exercise any right that such person has 
to terminate, liquidate, or net such con-
tract under paragraph (8)(A) of this sub-
section or section 403 or 404 of the Fed-
eral Deposit Insurance Corporation Im-
provement Act of 1991, solely by reason of
or incidental to the appointment of a re-
ceiver for the depository institution (or the 
insolvency or financial condition of the de-
pository institution 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 an insured depository institution 
may not exercise any right that such per-
son has to terminate, liquidate, or net such 
contract under paragraph (8)(E) of this 
subsection or section 403 or 404 of the 
Federal Deposit Insurance Corporation 
Improvement Act of 1991, solely by reason 
of or incidental to the appointment of a 
conservator for the depository institution 
(or the insolvency or financial condition of
the depository institution for which the 
conservator has been appointed). 
‘‘(iii) NOTICE.—For purposes of this 
paragraph, the Corporation as receiver or 
conservator of an insured depository insti-
tution shall be deemed to have notified a 
person who is a party to a qualified finan-
cial contract with such depository institu-
tion if the Corporation has taken steps 
reasonably calculated to provide notice to 
such person by the time specified in sub-
paragraph (A). 
‘‘(C) TREATMENT
OF
BRIDGE
BANKS.— 
The following institutions shall not be consid-
ered to be a financial institution for which a 
conservator, receiver, trustee in bankruptcy, or 
other legal custodian has been appointed or 
which is otherwise the subject of a bankruptcy 
or insolvency proceeding for purposes of para-
graph (9): 
‘‘(i) A bridge bank. 
‘‘(ii) A depository institution orga-
nized by the Corporation, for which a con-
servator is appointed either—
‘‘(I) immediately upon the orga-
nization of the institution; or 
‘‘(II) at the time of a purchase 
and assumption transaction between 
the depository institution and the Cor-
poration as receiver for a depository 
institution in default.’’. 
(b) INSURED CREDIT UNIONS.— 
(1) TRANSFERS OF QUALIFIED FINANCIAL CON-
TRACTS
TO
FINANCIAL
INSTITUTIONS.—Section 
207(c)(9) of the Federal Credit Union Act (12 
U.S.C. 1787(c)(9)) is amended to read as follows: 
‘‘(9) TRANSFER OF QUALIFIED FINANCIAL CON-
TRACTS.— 
‘‘(A) IN GENERAL.—In making any trans-
fer of assets or liabilities of a credit union in 
default which includes any qualified financial 
contract, the conservator or liquidating agent 
for such credit union shall either— 
‘‘(i) transfer to 1 financial institution, 
other than a financial institution for which 
a conservator, receiver, trustee in bank-
ruptcy, or other legal custodian has been 
appointed or which is otherwise the subject 
of a bankruptcy or insolvency proceeding—
‘‘(I) all qualified financial con-
tracts between any person or any af-
filiate of such person and the credit 
union in default; 
‘‘(II) all claims of such person or 
any affiliate of such person against 
such credit union under any such con-
tract (other than any claim which, 
under the terms of any such contract, 
is subordinated to the claims of gen-
eral unsecured creditors of such credit 
union); 
‘‘(III) all claims of such credit 
union against such person or any af-
filiate of such person under any such 
contract; and 
‘‘(IV) all property securing or 
any other credit enhancement for any 
contract described in subclause (I) or 
any claim described in subclause (II) 
or (III) under any such contract; or 
‘‘(ii) transfer none of the qualified fi-
nancial contracts, claims, property or other 
credit enhancement referred to in clause (i)
(with respect to such person and any affil-
iate of such person). 
‘‘(B) TRANSFER TO FOREIGN BANK, FOR-
EIGN FINANCIAL INSTITUTION, OR BRANCH OR 
AGENCY OF A FOREIGN BANK OR FINANCIAL IN-
STITUTION.—In transferring any qualified fi-
nancial contracts and related claims and prop-
erty under subparagraph (A)(i), the conservator 
or liquidating agent for the credit union shall 
not make such transfer to a foreign bank, fi-
nancial institution organized under the laws of 
a foreign country, or a branch or agency of a 
foreign bank or financial institution unless, 
under the law applicable to such bank, financial 
institution, branch or agency, to the qualified 
financial contracts, and to any netting contract, 
any security agreement or arrangement or other 
credit enhancement related to 1 or more quali-
fied financial contracts, the contractual rights 
of the parties to such qualified financial con-
tracts, netting contracts, security agreements or 
arrangements, or other credit enhancements are 
enforceable substantially to the same extent as 
permitted under this section.
‘‘(C) TRANSFER OF CONTRACTS SUBJECT 
TO
THE
RULES
OF
A
CLEARING
ORGANIZA-
TION.—In the event that a conservator or liqui-
dating agent transfers any qualified financial 
contract and related claims, property, and cred-
it enhancements pursuant to subparagraph 
(A)(i) and such contract is cleared by or subject 
to the rules of a clearing organization, the clear-
ing organization shall not be required to accept 
the transferee as a member by virtue of the 
transfer. 
‘‘(D) DEFINITIONS.—For purposes of this 
paragraph— 
‘‘(i) the term ‘financial institution’ 
means a broker or dealer, a depository in-
stitution, a futures commission merchant, 
a credit union, or any other institution, as 
determined by the Board by regulation to 
be a financial institution; and 
‘‘(ii) the term ‘clearing organization’ 
has the same meaning as in section 402 of 
the Federal Deposit Insurance Corporation 
Improvement Act of 1991.’’. 
(2) NOTICE
TO
QUALIFIED
FINANCIAL
CON-
TRACT COUNTERPARTIES.—Section 207(c)(10)(A) of
the 
Federal 
Credit 
Union 
Act 
(12 
U.S.C. 
1787(c)(10)(A)) is amended in the material imme-
diately following clause (ii) by striking ‘‘the conser-
vator’’ and all that follows through the period and 
inserting the following: ‘‘the conservator or liqui-
dating agent shall notify any person 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 appointment of the liquidating agent in the 
case of a liquidation, or the business day following 
such transfer in the case of a conservatorship.’’. 
(3) RIGHTS AGAINST LIQUIDATING AGENT AND 
CONSERVATOR
AND
TREATMENT
OF
BRIDGE 
BANKS.—Section 207(c)(10) of the Federal Credit 
Union Act (12 U.S.C. 1787(c)(10)) is amended— 
(A) by redesignating subparagraph (B) as 
subparagraph (D); and 
(B) by inserting after subparagraph (A) 
the following new subparagraphs: 
‘‘(B) CERTAIN
RIGHTS
NOT
ENFORCE-
ABLE.— 
‘‘(i) LIQUIDATION.—A person who is 
a party to a qualified financial contract 
with an insured credit union may not exer-
cise any right that such person has to ter-
minate, liquidate, or net such contract 
under paragraph (8)(A) 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 liquidating 
agent for the credit union institution (or 
the insolvency or financial condition of the 
credit union for which the liquidating 
agent has been appointed)— 
‘‘(I) until 5:00 p.m. (eastern 
time) on the business day following 
the date of the appointment of the liq-
uidating agent; 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 an insured credit union may not 
exercise any right that such person has to 
terminate, 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 
for the credit union or the insolvency or fi-
nancial condition of the credit union for 
which the conservator has been appointed). 
‘‘(iii) NOTICE.—For purposes of this 
paragraph, the Board as conservator or 
liquidating agent of an insured credit 
union shall be deemed to have notified a 
person who is a party to a qualified finan-
cial contract with such credit union if the 
Board has taken steps reasonably cal-
culated to provide notice to such person by 
the time specified in subparagraph (A). 
‘‘(C) TREATMENT
OF
BRIDGE
BANKS.— 
The following institutions shall not be consid-
ered to be a financial institution for which a 
conservator, receiver, trustee in bankruptcy, or 
other legal custodian has been appointed or 
which is otherwise the subject of a bankruptcy 
or insolvency proceeding for purposes of para-
graph (9): 
‘‘(i) A bridge bank.
‘‘(ii) A credit union organized by the 
Board, for which a conservator is ap-
pointed either— 
‘‘(I) immediately upon the orga-
nization of the credit union; or 
‘‘(II) at the time of a purchase 
and assumption transaction between 
the credit union and the Board as re-
ceiver for a credit union in default.’’. 
SEC. 5. AMENDMENTS RELATING TO DISAFFIRMANCE OR 
REPUDIATION 
OF 
QUALIFIED 
FINANCIAL 
CONTRACTS. 
(a) FDIC-INSURED DEPOSITORY INSTITUTIONS.— 
Section 11(e) of the Federal Deposit Insurance Act (12 
U.S.C. 1821(e)) is amended— 
(1) by redesignating paragraphs (11) through 
(15) as paragraphs (12) through (16), respectively; 
(2) by inserting after paragraph (10) the fol-
lowing new paragraph: 
‘‘(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 an insured depository in-
stitution 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 depository institution in de-
fault; 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).’’; and 
(3) by adding at the end the following new 
paragraph: 
‘‘(17) 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.’’.
(b) INSURED CREDIT UNIONS.—Section 207(c) of 
the Federal Credit Union Act (12 U.S.C. 1787(c)) is 
amended— 
(1) by redesignating paragraphs (11), (12), and 
(13) as paragraphs (12), (13), and (14), respec-
tively; 
(2) by inserting after paragraph (10) the fol-
lowing new paragraph: 
‘‘(11) DISAFFIRMANCE
OR
REPUDIATION
OF 
QUALIFIED
FINANCIAL
CONTRACTS.—In exercising 
the rights of disaffirmance or repudiation of a con-
servator or liquidating agent with respect to any 
qualified financial contract to which an insured cred-
it union is a party, the conservator or liquidating 
agent for such credit union shall either— 
‘‘(A) disaffirm or repudiate all qualified fi-
nancial contracts between— 
‘‘(i) any person or any affiliate of 
such person; and 
‘‘(ii) the credit union 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).’’; and
(3) by adding at the end the following new 
paragraph: 
‘‘(15) 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 
(a)(47) of the Securities Exchange Act of 1934), 
and the Commodity Exchange Act.’’. 
SEC. 6. CLARIFYING AMENDMENT RELATING TO MASTER 
AGREEMENTS. 
(a) FDIC-INSURED DEPOSITORY INSTITUTIONS.— 
Section 11(e)(8)(D)(vii) of the Federal Deposit Insurance 
Act (12 U.S.C. 1821(e)(8)(D)(vii)) is amended to read as 
follows: 
‘‘(vii) 
TREATMENT
OF
MASTER 
AGREEMENT
AS
ONE
AGREEMENT.—Any 
master agreement for any contract or 
agreement described in any preceding 
clause of this subparagraph (or any master 
agreement for such master agreement or
agreements), together with all supplements 
to such master agreement, shall be treated 
as a single agreement and a single quali-
fied financial contract. If a master agree-
ment contains provisions relating to agree-
ments or transactions that are not them-
selves qualified financial contracts, the 
master agreement shall be deemed to be a 
qualified financial contract only with re-
spect to those transactions that are them-
selves qualified financial contracts.’’. 
(b) 
INSURED
CREDIT
UNIONS.—Section 
207(c)(8)(D) of the Federal Credit Union Act (12 U.S.C. 
1787(c)(8)(D)) is amended by inserting after clause (vi) 
(as added by section 2(f)) the following new clause: 
‘‘(vii) 
TREATMENT
OF
MASTER 
AGREEMENT
AS
ONE
AGREEMENT.—Any 
master agreement for any contract or 
agreement described in any preceding 
clause of this subparagraph (or any master 
agreement for such master agreement or 
agreements), together with all supplements 
to such master agreement, shall be treated 
as a single agreement and a single quali-
fied financial contract. If a master agree-
ment contains provisions relating to agree-
ments or transactions that are not them-
selves qualified financial contracts, the 
master agreement shall be deemed to be a 
qualified financial contract only with re-
spect to those transactions that are them-
selves qualified financial contracts.’’. 
SEC. 7. FEDERAL DEPOSIT INSURANCE CORPORATION IM-
PROVEMENT ACT OF 1991. 
(a) DEFINITIONS.—Section 402 of the Federal De-
posit Insurance Corporation Improvement Act of 1991 (12 
U.S.C. 4402) is amended— 
(1) in paragraph (2)— 
(A) in subparagraph (A)(ii), by inserting 
before the semicolon ‘‘, or is exempt from such 
registration by order of the Securities and Ex-
change Commission’’; and 
(B) in subparagraph (B), by inserting be-
fore the period ‘‘, that has been granted an ex-
emption under section 4(c)(1) of the Com-
modity Exchange Act, or that is a multilateral 
clearing organization (as defined in section 408 
of this Act)’’; 
(2) in paragraph (6)—
(A) by redesignating subparagraphs (B) 
through (D) as subparagraphs (C) through (E), 
respectively; 
(B) by inserting after subparagraph (A) 
the following new subparagraph: 
‘‘(B) an uninsured national bank or an un-
insured State bank that is a member of the 
Federal Reserve System, if the national bank or 
State member bank is not eligible to make ap-
plication to become an insured bank under sec-
tion 5 of the Federal Deposit Insurance Act;’’; 
and 
(C) by amending subparagraph (C) (as re-
designated) to read as follows: 
‘‘(C) a branch or agency of a foreign bank, 
a foreign bank and any branch or agency of the 
foreign bank, or the foreign bank that estab-
lished the branch or agency, as those terms are 
defined in section 1(b) of the International 
Banking Act of 1978;’’; 
(3) in paragraph (11), by inserting before the 
period ‘‘and any other clearing organization with 
which such clearing organization has a netting con-
tract’’;
(4) by amending paragraph (14)(A)(i) to read 
as follows: 
‘‘(i) means a contract or agreement 
between 2 or more financial institutions, 
clearing organizations, or members that 
provides for netting present or future pay-
ment obligations or payment entitlements 
(including liquidation or close out values 
relating to such obligations or entitle-
ments) among the parties to the agree-
ment; and’’; and 
(5) by adding at the end the following new 
paragraph: 
‘‘(15) PAYMENT.—The term ‘payment’ means a 
payment of United States dollars, another currency, 
or a composite currency, and a noncash delivery, in-
cluding a payment or delivery to liquidate an 
unmatured obligation.’’. 
(b) ENFORCEABILITY OF BILATERAL NETTING CON-
TRACTS.—Section 403 of the Federal Deposit Insurance 
Corporation Improvement Act of 1991 (12 U.S.C. 4403) 
is amended— 
(1) by striking subsection (a) and inserting the 
following:
‘‘(a) GENERAL RULE.—Notwithstanding any other 
provision of State or Federal law (other than paragraphs 
(8)(E), (8)(F), and (10)(B) of section 11(e) of the Federal 
Deposit Insurance Act, paragraphs (8)(E), (8)(F), and 
(10)(B) of section 207(c) of the Federal Credit Union Act, 
or any order authorized under section 5(b)(2) of the Secu-
rities Investor Protection Act of 1970), the covered con-
tractual payment obligations and the covered contractual 
payment entitlements between any 2 financial institutions 
shall be netted in accordance with, and subject to the con-
ditions of, the terms of any applicable netting contract (ex-
cept as provided in section 561(b)(2) of title 11, United 
States Code).’’; and 
(2) by adding at the end the following new sub-
section: 
‘‘(f) 
ENFORCEABILITY
OF
SECURITY
AGREE-
MENTS.—The provisions of any security agreement or ar-
rangement or other credit enhancement related to one or 
more netting contracts between any 2 financial institu-
tions shall be enforceable in accordance with their terms 
(except as provided in section 561(b)(2) of title 11, United 
States Code), and shall not be stayed, avoided, or other-
wise limited by any State or Federal law (other than para-
graphs (8)(E), (8)(F), and (10)(B) of section 11(e) of the 
Federal Deposit Insurance Act, paragraphs (8)(E),
(8)(F), and (10)(B) of section 207(c) of the Federal Cred-
it Union Act, and section 5(b)(2) of the Securities Investor 
Protection Act of 1970).’’. 
(c) ENFORCEABILITY OF CLEARING ORGANIZATION 
NETTING CONTRACTS.—Section 404 of the Federal De-
posit Insurance Corporation Improvement Act of 1991 (12 
U.S.C. 4404) is amended— 
(1) by striking subsection (a) and inserting the 
following: 
‘‘(a) GENERAL RULE.—Notwithstanding any other 
provision of State or Federal law (other than paragraphs 
(8)(E), (8)(F), and (10)(B) of section 11(e) of the Federal 
Deposit Insurance Act, paragraphs (8)(E), (8)(F), and 
(10)(B) of section 207(c) of the Federal Credit Union Act, 
and any order authorized under section 5(b)(2) of the Se-
curities Investor Protection Act of 1970), the covered con-
tractual payment obligations and the covered contractual 
payment entitlements of a member of a clearing organiza-
tion to and from all other members of a clearing organiza-
tion shall be netted in accordance with and subject to the 
conditions of any applicable netting contract (except as 
provided in section 561(b)(2) of title 11, United States 
Code).’’; and 
(2) by adding at the end the following new sub-
section:
‘‘(h) 
ENFORCEABILITY
OF
SECURITY
AGREE-
MENTS.—The provisions of any security agreement or ar-
rangement or other credit enhancement related to one or 
more netting contracts between any 2 members of a clear-
ing organization shall be enforceable in accordance with 
their terms (except as provided in section 561(b)(2) of 
title 11, United States Code), and shall not be stayed, 
avoided, or otherwise limited by any State or Federal law 
(other than paragraphs (8)(E), (8)(F), and (10)(B) of sec-
tion 11(e) of the Federal Deposit Insurance Act, para-
graphs (8)(E), (8)(F), and (10)(B) of section 207(c) of 
the Federal Credit Union Act, and section 5(b)(2) of the 
Securities Investor Protection Act of 1970).’’. 
(d) ENFORCEABILITY OF CONTRACTS WITH UNIN-
SURED
NATIONAL
BANKS, 
UNINSURED
FEDERAL 
BRANCHES AND AGENCIES, CERTAIN UNINSURED STATE 
MEMBER BANKS, AND EDGE ACT CORPORATIONS.—The 
Federal Deposit Insurance Corporation Improvement Act 
of 1991 (12 U.S.C. 4401 et seq.) is amended— 
(1) by redesignating section 407 as section 
407A; and 
(2) by inserting after section 406 the following 
new section:
‘‘SEC. 407. TREATMENT OF CONTRACTS WITH UNINSURED 
NATIONAL 
BANKS, 
UNINSURED 
FEDERAL 
BRANCHES AND AGENCIES, CERTAIN UNIN-
SURED STATE MEMBER BANKS, AND EDGE 
ACT CORPORATIONS. 
‘‘(a) IN GENERAL.—Notwithstanding any other pro-
vision of law, paragraphs (8), (9), (10), and (11) of section 
11(e) of the Federal Deposit Insurance Act shall apply 
to an uninsured national bank or uninsured Federal 
branch or Federal agency, a corporation chartered under 
section 25A of the Federal Reserve Act, or an uninsured 
State member bank which operates, or operates as, a mul-
tilateral clearing organization pursuant to section 409 of 
this Act, except that for such purpose— 
‘‘(1) any reference to the ‘Corporation as re-
ceiver’ or ‘the receiver or the Corporation’ shall refer 
to the receiver appointed by the Comptroller of the 
Currency in the case of an uninsured national bank 
or uninsured Federal branch or agency, or to the re-
ceiver appointed by the Board of Governors of the 
Federal Reserve System in the case of a corporation 
chartered under section 25A of the Federal Reserve 
Act or an uninsured State member bank; 
‘‘(2) any reference to the ‘Corporation’ (other 
than in section 11(e)(8)(D) of such Act), the ‘Cor-
poration, whether acting as such or as conservator
or receiver’, a ‘receiver’, or a ‘conservator’ shall refer 
to the receiver or conservator appointed by the 
Comptroller of the Currency in the case of an unin-
sured national bank or uninsured Federal branch or 
agency, or to the receiver or conservator appointed 
by the Board of Governors of the Federal Reserve 
System in the case of a corporation chartered under 
section 25A of the Federal Reserve Act or an unin-
sured State member bank; and 
‘‘(3) any reference to an ‘insured depository in-
stitution’ or ‘depository institution’ shall refer to an 
uninsured national bank, an uninsured Federal 
branch or Federal agency, a corporation chartered 
under section 25A of the Federal Reserve Act, or an 
uninsured State member bank which operates, or op-
erates as, a multilateral clearing organization pursu-
ant to section 409 of this Act. 
‘‘(b) LIABILITY.—The liability of a receiver or conser-
vator of an uninsured national bank, uninsured Federal 
branch or agency, a corporation chartered under section 
25A of the Federal Reserve Act, or an uninsured State 
member bank which operates, or operates as, a multilat-
eral clearing organization pursuant to section 409 of this 
Act, shall be determined in the same manner and subject 
to the same limitations that apply to receivers and con-
servators of insured depository institutions under section 
11(e) of the Federal Deposit Insurance Act. 
‘‘(c) REGULATORY AUTHORITY.— 
‘‘(1) IN
GENERAL.—The Comptroller of the 
Currency in the case of an uninsured national bank 
or uninsured Federal branch or agency and the 
Board of Governors of the Federal Reserve System 
in the case of a corporation chartered under section 
25A of the Federal Reserve Act, or an uninsured 
State member bank that operates, or operates as, a 
multilateral clearing organization pursuant to sec-
tion 409 of this Act, in consultation with the Fed-
eral Deposit Insurance Corporation, may each pro-
mulgate regulations solely to implement this section. 
‘‘(2) SPECIFIC
REQUIREMENT.—In promul-
gating regulations, limited solely to implementing 
paragraphs (8), (9), (10), and (11) of section 11(e) 
of the Federal Deposit Insurance Act, the Comp-
troller of the Currency and the Board of Governors 
of the Federal Reserve System each shall ensure 
that the regulations generally are consistent with the 
regulations and policies of the Federal Deposit In-
surance Corporation adopted pursuant to the Fed-
eral Deposit Insurance Act.
‘‘(d) DEFINITIONS.—For purposes of this section, the 
terms ‘Federal branch’, ‘Federal agency’, and ‘foreign 
bank’ have the same meanings as in section 1(b) of the 
International Banking Act of 1978.’’. 
SEC. 8. BANKRUPTCY CODE AMENDMENTS. 
(a) DEFINITIONS OF FORWARD CONTRACT, REPUR-
CHASE AGREEMENT, SECURITIES CLEARING AGENCY, 
SWAP AGREEMENT, COMMODITY CONTRACT, AND SECU-
RITIES CONTRACT.—Title 11, United States Code, is 
amended— 
(1) in section 101— 
(A) in paragraph (25)— 
(i) by striking ‘‘means a contract’’ 
and inserting ‘‘means— 
‘‘(A) a contract’’; 
(ii) by striking ‘‘, or any combination 
thereof or option thereon;’’ and inserting 
‘‘, or any other similar agreement;’’; and 
(iii) by adding at the end the fol-
lowing: 
‘‘(B) any combination of agreements or 
transactions referred to in subparagraphs (A) 
and (C);
‘‘(C) any option to enter into an agreement 
or transaction referred to in subparagraph (A) 
or (B); 
‘‘(D) a master agreement that provides for 
an agreement or transaction referred to in sub-
paragraph (A), (B), or (C), together with all 
supplements to any such master agreement, 
without regard to whether such master agree-
ment provides for an agreement or transaction 
that is not a forward contract under this para-
graph, except that such master agreement shall 
be considered to be a forward contract under 
this paragraph only with respect to each agree-
ment or transaction under such master agree-
ment that is referred to in subparagraph (A), 
(B), or (C); or 
‘‘(E) any security agreement or arrange-
ment, or other credit enhancement related to 
any agreement or transaction referred to in 
subparagraph (A), (B), (C), or (D), including 
any guarantee or reimbursement obligation by 
or to a forward contract merchant or financial 
participant in connection with any agreement or 
transaction referred to in any such subpara-
graph, but not to exceed the damages in con-
nection with any such agreement or transaction, 
measured in accordance with section 562 of this 
title;’’; 
(B) in paragraph (46), by striking ‘‘on any 
day during the period beginning 90 days before 
the date of’’ and inserting ‘‘at any time before’’; 
(C) by amending paragraph (47) to read 
as follows: 
‘‘(47) ‘repurchase agreement’ (which definition 
also applies to a reverse repurchase agreement)— 
‘‘(A) means— 
‘‘(i) an agreement, including related 
terms, which provides for the transfer of 
one or more certificates of deposit, mort-
gage related securities (as defined in sec-
tion 3 of the Securities Exchange Act of 
1934), mortgage loans, interests in mort-
gage related securities or mortgage loans, 
eligible bankers’ acceptances, qualified for-
eign government securities (defined as a 
security that is a direct obligation of, or 
that is fully guaranteed by, the central 
government of a member of the Organiza-
tion for Economic Cooperation and Devel-
opment), or securities that are direct obli-
gations of, or that are fully guaranteed by, 
the United States or any agency of the 
United States against the transfer of funds 
by the transferee of such certificates of de-
posit, eligible bankers’ acceptances, securi-
ties, mortgage loans, or interests, with a 
simultaneous agreement by such transferee 
to transfer to the transferor thereof certifi-
cates of deposit, eligible bankers’ accept-
ance, securities, mortgage loans, or inter-
ests of the kind described in this clause, at 
a date certain not later than 1 year after 
such transfer or on demand, against the 
transfer of funds; 
‘‘(ii) any combination of agreements 
or transactions referred to in clauses (i) 
and (iii); 
‘‘(iii) an option to enter into an agree-
ment or transaction referred to in clause 
(i) or (ii); 
‘‘(iv) a master agreement that pro-
vides for an agreement or transaction re-
ferred to in clause (i), (ii), or (iii), together 
with all supplements to any such master 
agreement, without regard to whether such
master agreement provides for an agree-
ment or transaction that is not a repur-
chase agreement under this paragraph, ex-
cept that such master agreement shall be 
considered to be a repurchase agreement 
under this paragraph only with respect to 
each agreement or transaction under the 
master agreement that is referred to in 
clause (i), (ii), or (iii); or 
‘‘(v) any security agreement or ar-
rangement or other credit enhancement re-
lated to any agreement or transaction re-
ferred to in clause (i), (ii), (iii), or (iv), in-
cluding any guarantee or reimbursement 
obligation by or to a repo participant or fi-
nancial participant in connection with any 
agreement or transaction referred to in 
any such clause, but not to exceed the 
damages in connection with any such 
agreement or transaction, measured in ac-
cordance with section 562 of this title; and 
‘‘(B) does not include a repurchase obliga-
tion under a participation in a commercial 
mortgage loan;’’;
(D) in paragraph (48), by inserting ‘‘, or 
exempt from such registration under such sec-
tion pursuant to an order of the Securities and 
Exchange Commission,’’ after ‘‘1934’’; and 
(E) by amending paragraph (53B) to read 
as follows: 
‘‘(53B) ‘swap agreement’— 
‘‘(A) means— 
‘‘(i) any agreement, including the 
terms and conditions incorporated by ref-
erence in such agreement, which is— 
‘‘(I) an interest rate swap, op-
tion, future, or forward agreement, in-
cluding a rate floor, rate cap, rate col-
lar, cross-currency rate swap, and 
basis swap; 
‘‘(II) a spot, same day-tomorrow, 
tomorrow-next, forward, or other for-
eign exchange or precious metals 
agreement; 
‘‘(III) a currency swap, option, 
future, or forward agreement; 
‘‘(IV) an equity index or equity 
swap, option, future, or forward 
agreement;
‘‘(V) a debt index or debt swap, 
option, future, or forward agreement; 
‘‘(VI) a total return, credit 
spread or credit swap, option, future, 
or forward agreement; 
‘‘(VII) a commodity index or a 
commodity swap, option, future, or 
forward agreement; or 
‘‘(VIII) a weather swap, weather 
derivative, or weather option; 
‘‘(ii) any agreement or transaction 
that is similar to any other agreement or 
transaction referred to in this paragraph 
and that— 
‘‘(I) is of a type that has been, is 
presently, or in the future becomes, 
the subject of recurrent dealings in 
the swap markets (including terms 
and conditions incorporated by ref-
erence therein); and 
‘‘(II) is a forward, swap, future, 
or option on one or more rates, cur-
rencies, commodities, equity securities, 
or other equity instruments, debt se-
curities or other debt instruments,
quantitative measures associated with 
an occurrence, extent of an occur-
rence, or contingency associated with 
a financial, commercial, or economic 
consequence, or economic or financial 
indices or measures of economic or fi-
nancial risk or value; 
‘‘(iii) any combination of agreements 
or transactions referred to in this subpara-
graph; 
‘‘(iv) any option to enter into an 
agreement or transaction referred to in 
this subparagraph; 
‘‘(v) a master agreement that provides 
for an agreement or transaction referred to 
in clause (i), (ii), (iii), or (iv), together 
with all supplements to any such master 
agreement, and without regard to whether 
the master agreement contains an agree-
ment or transaction that is not a swap 
agreement under this paragraph, except 
that the master agreement shall be consid-
ered to be a swap agreement under this 
paragraph only with respect to each agree-
ment or transaction under the master
agreement that is referred to in clause (i), 
(ii), (iii), or (iv); or 
‘‘(vi) any security agreement or ar-
rangement or other credit enhancement re-
lated to any agreements or transactions re-
ferred to in clause (i) through (v), includ-
ing any guarantee or reimbursement obli-
gation by or to a swap participant or fi-
nancial participant in connection with any 
agreement or transaction referred to in 
any such clause, but not to exceed the 
damages in connection with any such 
agreement or transaction, measured in ac-
cordance with section 562 of this title; and 
‘‘(B) is applicable for purposes of this title 
only, and shall not be construed or applied so 
as to challenge or affect the characterization, 
definition, or treatment of any swap agreement 
under any other statute, regulation, or rule, in-
cluding the Securities Act of 1933, the Securi-
ties Exchange Act of 1934, the Public Utility 
Holding Company Act of 1935, the Trust In-
denture Act of 1939, the Investment Company 
Act of 1940, the Investment Advisers Act of 
1940, the Securities Investor Protection Act of
1970, the Commodity Exchange Act, the 
Gramm-Leach-Bliley Act, and the Legal Cer-
tainty for Bank Products Act of 2000;’’; 
(2) in section 741(7), by striking paragraph (7) 
and inserting the following: 
‘‘(7) ‘securities contract’— 
‘‘(A) means— 
‘‘(i) a contract for the purchase, sale, 
or loan of a security, a certificate of de-
posit, a mortgage loan or any interest in a 
mortgage loan, a group or index of securi-
ties, certificates of deposit, or mortgage 
loans or interests therein (including an in-
terest therein or based on the value there-
of), or option on any of the foregoing, in-
cluding an option to purchase or sell any 
such security, certificate of deposit, mort-
gage loan, interest, group or index, or op-
tion, and including any repurchase or re-
verse repurchase transaction on any such 
security, certificate of deposit, mortgage 
loan, interest, group or index, or option; 
‘‘(ii) any option entered into on a na-
tional securities exchange relating to for-
eign currencies;
‘‘(iii) the guarantee by or to any secu-
rities clearing agency of a settlement of 
cash, securities, certificates of deposit, 
mortgage loans or interests therein, group 
or index of securities, or mortgage loans or 
interests therein (including any interest 
therein or based on the value thereof), or 
option on any of the foregoing, including 
an option to purchase or sell any such se-
curity, certificate of deposit, mortgage 
loan, interest, group or index, or option; 
‘‘(iv) any margin loan; 
‘‘(v) any other agreement or trans-
action that is similar to an agreement or 
transaction referred to in this subpara-
graph; 
‘‘(vi) any combination of the agree-
ments or transactions referred to in this 
subparagraph; 
‘‘(vii) any option to enter into any 
agreement or transaction referred to in 
this subparagraph; 
‘‘(viii) a master agreement that pro-
vides for an agreement or transaction re-
ferred to in clause (i), (ii), (iii), (iv), (v),
(vi), or (vii), together with all supplements 
to any such master agreement, without re-
gard to whether the master agreement pro-
vides for an agreement or transaction that 
is not a securities contract under this sub-
paragraph, except that such master agree-
ment shall be considered to be a securities 
contract under this subparagraph only with 
respect to each agreement or transaction 
under such master agreement that is re-
ferred to in clause (i), (ii), (iii), (iv), (v), 
(vi), or (vii); or 
‘‘(ix) any security agreement or ar-
rangement or other credit enhancement re-
lated to any agreement or transaction re-
ferred to in this subparagraph, including 
any guarantee or reimbursement obligation 
by or to a stockbroker, securities clearing 
agency, financial institution, or financial 
participant in connection with any agree-
ment or transaction referred to in this sub-
paragraph, but not to exceed the damages 
in connection with any such agreement or 
transaction, measured in accordance with 
section 562 of this title; and
‘‘(B) does not include any purchase, sale, 
or repurchase obligation under a participation 
in a commercial mortgage loan;’’; and 
(3) in section 761(4)— 
(A) by striking ‘‘or’’ at the end of subpara-
graph (D); and 
(B) by adding at the end the following: 
‘‘(F) any other agreement or transaction 
that is similar to an agreement or transaction 
referred to in this paragraph; 
‘‘(G) any combination of the agreements or 
transactions referred to in this paragraph; 
‘‘(H) any option to enter into an agree-
ment or transaction referred to in this para-
graph; 
‘‘(I) a master agreement that provides for 
an agreement or transaction referred to in sub-
paragraph (A), (B), (C), (D), (E), (F), (G), or 
(H), together with all supplements to such mas-
ter agreement, without regard to whether the 
master agreement provides for an agreement or 
transaction that is not a commodity contract 
under this paragraph, except that the master 
agreement shall be considered to be a com-
modity contract under this paragraph only with
respect to each agreement or transaction under 
the master agreement that is referred to in sub-
paragraph (A), (B), (C), (D), (E), (F), (G), or 
(H); or 
‘‘(J) any security agreement or arrange-
ment or other credit enhancement related to 
any agreement or transaction referred to in this 
paragraph, including any guarantee or reim-
bursement obligation by or to a commodity 
broker or financial participant in connection 
with any agreement or transaction referred to 
in this paragraph, but not to exceed the dam-
ages in connection with any such agreement or 
transaction, measured in accordance with sec-
tion 562 of this title;’’. 
(b) DEFINITIONS OF FINANCIAL INSTITUTION, FI-
NANCIAL PARTICIPANT, AND FORWARD CONTRACT MER-
CHANT.—Section 101 of title 11, United States Code, is 
amended— 
(1) by striking paragraph (22) and inserting 
the following: 
‘‘(22) ‘financial institution’ means— 
‘‘(A) a Federal reserve bank, or an entity 
(domestic or foreign) that is a commercial or 
savings bank, industrial savings bank, savings
and loan association, trust company, federally- 
insured credit union, or receiver or conservator 
for such entity and, when any such Federal re-
serve bank, receiver, conservator or entity is 
acting as agent or custodian for a customer in 
connection with a securities contract (as defined 
in section 741) such customer; or 
‘‘(B) in connection with a securities con-
tract (as defined in section 741) an investment 
company registered under the Investment Com-
pany Act of 1940;’’; 
(2) by inserting after paragraph (22) the fol-
lowing: 
‘‘(22A) ‘financial participant’ means— 
‘‘(A) an entity that, at the time it enters 
into a securities contract, commodity contract, 
swap agreement, repurchase agreement, or for-
ward contract, or at the time of the filing of the 
petition, has one or more agreements or trans-
actions described in paragraph (1), (2), (3), (4), 
(5), or (6) of section 561(a) with the debtor or 
any other entity (other than an affiliate) of a 
total gross dollar value of not less than 
$1,000,000,000 in notional or actual principal 
amount outstanding on any day during the pre-
vious 15-month period, or has gross mark-to- 
market positions of not less than $100,000,000 
(aggregated across counterparties) in one or 
more such agreements or transactions with the 
debtor or any other entity (other than an affil-
iate) on any day during the previous 15-month 
period; or 
‘‘(B) a clearing organization (as defined in 
section 402 of the Federal Deposit Insurance 
Corporation Improvement Act of 1991);’’; and 
(3) by striking paragraph (26) and inserting 
the following: 
‘‘(26) ‘forward contract merchant’ means a 
Federal reserve bank, or an entity the business of 
which consists in whole or in part of entering into 
forward contracts as or with merchants in a com-
modity (as defined in section 761) or any similar 
good, article, service, right, or interest which is pres-
ently or in the future becomes the subject of dealing 
in the forward contract trade;’’. 
(c) DEFINITION OF MASTER NETTING AGREEMENT 
AND MASTER NETTING AGREEMENT PARTICIPANT.—Sec-
tion 101 of title 11, United States Code, is amended by 
inserting after paragraph (38) the following new para-
graphs:
‘‘(38A) ‘master netting agreement’— 
‘‘(A) means an agreement providing for 
the exercise of rights, including rights of net-
ting, setoff, liquidation, termination, accelera-
tion, or close out, under or in connection with 
one or more contracts that are described in any 
one or more of paragraphs (1) through (5) of 
section 561(a), or any security agreement or ar-
rangement or other credit enhancement related 
to one or more of the foregoing, including any 
guarantee or reimbursement obligation related 
to 1 or more of the foregoing; and 
‘‘(B) if the agreement contains provisions 
relating to agreements or transactions that are 
not contracts described in paragraphs (1) 
through (5) of section 561(a), shall be deemed 
to be a master netting agreement only with re-
spect to those agreements or transactions that 
are described in any one or more of paragraphs 
(1) through (5) of section 561(a); 
‘‘(38B) ‘master netting agreement participant’ 
means an entity that, at any time before the filing 
of the petition, is a party to an outstanding master 
netting agreement with the debtor;’’.
(d) SWAP AGREEMENTS, SECURITIES CONTRACTS, 
COMMODITY CONTRACTS, FORWARD CONTRACTS, REPUR-
CHASE AGREEMENTS, AND MASTER NETTING AGREE-
MENTS UNDER THE AUTOMATIC-STAY.— 
(1) IN GENERAL.—Section 362(b) of title 11, 
United States Code, is amended— 
(A) 
in 
paragraph 
(6), 
by 
inserting 
‘‘, pledged to, under the control of,’’ after ‘‘held 
by’’; 
(B) 
in 
paragraph 
(7), 
by 
inserting 
‘‘, pledged to, under the control of,’’ after ‘‘held 
by’’; 
(C) by striking paragraph (17) and insert-
ing the following: 
‘‘(17) under subsection (a), of the setoff by a 
swap participant or financial participant of a mutual 
debt and claim under or in connection with one or 
more swap agreements that constitutes the setoff of 
a claim against the debtor for any payment or other 
transfer of property due from the debtor under or in 
connection with any swap agreement against any 
payment due to the debtor from the swap partici-
pant or financial participant under or in connection 
with any swap agreement or against cash, securities, 
or other property held by, pledged to, under the con-
trol of, or due from such swap participant or finan-
cial participant to margin, guarantee, secure, or set-
tle any swap agreement;’’; 
(D) in paragraph (18) by striking the pe-
riod at the end and inserting ‘‘; or’’; and 
(E) by inserting after paragraph (18) the 
following new paragraph: 
‘‘(19) under subsection (a), of the setoff by a 
master netting agreement participant of a mutual 
debt and claim under or in connection with one or 
more master netting agreements or any contract or 
agreement subject to such agreements that con-
stitutes the setoff of a claim against the debtor for 
any payment or other transfer of property due from 
the debtor under or in connection with such agree-
ments or any contract or agreement subject to such 
agreements against any payment due to the debtor 
from such master netting agreement participant 
under or in connection with such agreements or any 
contract or agreement subject to such agreements or 
against cash, securities, or other property held by, 
pledged to, under the control of, or due from such 
master netting agreement participant to margin, 
guarantee, secure, or settle such agreements or any 
contract or agreement subject to such agreements,
to the extent that such participant is eligible to exer-
cise such offset rights under paragraph (6), (7), or 
(17) for each individual contract covered by the mas-
ter netting agreement in issue.’’. 
(2) LIMITATION.—Section 362 of title 11, 
United States Code, is amended by adding at the 
end the following: 
‘‘(i) The exercise of rights not subject to the stay 
arising under subsection (a) pursuant to paragraph (6), 
(7), (17), or (19) of subsection (b) shall not be stayed 
by any order of a court or administrative agency in any 
proceeding under this title.’’. 
(e) LIMITATION
OF AVOIDANCE POWERS UNDER 
MASTER NETTING AGREEMENT.—Section 546 of title 11, 
United States Code, is amended— 
(1) in subsection (g) (as added by section 103 
of Public Law 101–311)— 
(A) by striking ‘‘under a swap agreement’’; 
(B) by striking ‘‘in connection with a swap 
agreement’’ and inserting ‘‘under or in connec-
tion with any swap agreement’’; and 
(C) by inserting ‘‘or financial participant’’ 
after ‘‘swap participant’’ each place such term 
appears; and 
(2) by adding at the end the following:
‘‘(j) Notwithstanding sections 544, 545, 547, 
548(a)(1)(B), and 548(b) the trustee may not avoid a 
transfer made by or to a master netting agreement partici-
pant under or in connection with any master netting 
agreement or any individual contract covered thereby that 
is made before the commencement of the case, except 
under section 548(a)(1)(A) and except to the extent that 
the trustee could otherwise avoid such a transfer made 
under an individual contract covered by such master net-
ting agreement.’’. 
(f) FRAUDULENT TRANSFERS OF MASTER NETTING 
AGREEMENTS.—Section 548(d)(2) of title 11, United 
States Code, is amended— 
(1) in subparagraph (C), by striking ‘‘and’’ at 
the end; 
(2) in subparagraph (D), by striking the period 
and inserting ‘‘; and’’; and 
(3) by adding at the end the following new sub-
paragraph: 
‘‘(E) a master netting agreement participant 
that receives a transfer in connection with a master 
netting agreement or any individual contract covered 
thereby takes for value to the extent of such trans-
fer, except that, with respect to a transfer under any 
individual contract covered thereby, to the extent
that such master netting agreement participant oth-
erwise did not take (or is otherwise not deemed to 
have taken) such transfer for value.’’. 
(g) TERMINATION OR ACCELERATION OF SECURITIES 
CONTRACTS.—Section 555 of title 11, United States Code, 
is amended— 
(1) by amending the section heading to read as 
follows: 
‘‘§ 555. Contractual right to liquidate, terminate, or 
accelerate a securities contract’’; 
and 
(2) in the first sentence, by striking ‘‘liquida-
tion’’ and inserting ‘‘liquidation, termination, or ac-
celeration’’. 
(h) TERMINATION OR ACCELERATION OF COMMOD-
ITIES OR FORWARD CONTRACTS.—Section 556 of title 11, 
United States Code, is amended— 
(1) by amending the section heading to read as 
follows: 
‘‘§ 556. Contractual right to liquidate, terminate, or 
accelerate a commodities contract or for-
ward contract’’; 
(2) in the first sentence, by striking ‘‘liquida-
tion’’ and inserting ‘‘liquidation, termination, or ac-
celeration’’; and
(3) in the second sentence, by striking ‘‘As 
used’’ and all that follows through ‘‘right,’’ and in-
serting ‘‘As used in this section, the term ‘contrac-
tual right’ includes a right set forth in a rule or 
bylaw of a derivatives clearing organization (as de-
fined in the Commodity Exchange Act), a multilat-
eral clearing organization (as defined in the Federal 
Deposit Insurance Corporation Improvement Act of 
1991), a national securities exchange, a national se-
curities association, a securities clearing agency, a 
contract market designated under the Commodity 
Exchange Act, a derivatives transaction execution 
facility registered under the Commodity Exchange 
Act, or a board of trade (as defined in the Com-
modity Exchange Act) or in a resolution of the gov-
erning board thereof and a right,’’. 
(i) TERMINATION
OR ACCELERATION
OF REPUR-
CHASE AGREEMENTS.—Section 559 of title 11, United 
States Code, is amended— 
(1) by amending the section heading to read as 
follows:
‘‘§ 559. Contractual right to liquidate, terminate, or 
accelerate a repurchase agreement’’; 
(2) in the first sentence, by striking ‘‘liquida-
tion’’ and inserting ‘‘liquidation, termination, or ac-
celeration’’; and 
(3) in the third sentence, by striking ‘‘As used’’ 
and all that follows through ‘‘right,’’ and inserting 
‘‘As used in this section, the term ‘contractual right’ 
includes a right set forth in a rule or bylaw of a de-
rivatives clearing organization (as defined in the 
Commodity Exchange Act), a multilateral clearing 
organization (as defined in the Federal Deposit In-
surance Corporation Improvement Act of 1991), a 
national securities exchange, a national securities as-
sociation, a securities clearing agency, a contract 
market designated under the Commodity Exchange 
Act, a derivatives transaction execution facility reg-
istered under the Commodity Exchange Act, or a 
board of trade (as defined in the Commodity Ex-
change Act) or in a resolution of the governing 
board thereof and a right,’’. 
(j) LIQUIDATION, TERMINATION, OR ACCELERATION 
OF SWAP AGREEMENTS.—Section 560 of title 11, United 
States Code, is amended— 
(1) by amending the section heading to read as 
follows:
‘‘§ 560. Contractual right to liquidate, terminate, or 
accelerate a swap agreement’’; 
(2) in the first sentence, by striking ‘‘termi-
nation of a swap agreement’’ and inserting ‘‘liquida-
tion, termination, or acceleration of one or more 
swap agreements’’; 
(3) by striking ‘‘in connection with any swap 
agreement’’ and inserting ‘‘in connection with the 
termination, liquidation, or acceleration of one or 
more swap agreements’’; and 
(4) in the second sentence, by striking ‘‘As 
used’’ and all that follows through ‘‘right,’’ and in-
serting ‘‘As used in this section, the term ‘contrac-
tual right’ includes a right set forth in a rule or 
bylaw of a derivatives clearing organization (as de-
fined in the Commodity Exchange Act), a multilat-
eral clearing organization (as defined in the Federal 
Deposit Insurance Corporation Improvement Act of 
1991), a national securities exchange, a national se-
curities association, a securities clearing agency, a 
contract market designated under the Commodity 
Exchange Act, a derivatives transaction execution fa-
cility registered under the Commodity Exchange Act, 
or a board of trade (as defined in the Commodity Ex-
change Act) or in a resolution of the governing board 
thereof and a right,’’.
(k) LIQUIDATION, TERMINATION, ACCELERATION, OR 
OFFSET UNDER A MASTER NETTING AGREEMENT AND 
ACROSS CONTRACTS.— 
(1) IN
GENERAL.—Title 11, United States 
Code, is amended by inserting after section 560 the 
following: 
‘‘§ 561. Contractual right to terminate, liquidate, ac-
celerate, or offset under a master netting 
agreement and across contracts; pro-
ceedings under section 304 
‘‘(a) Subject to subsection (b), the exercise of any 
contractual right, because of a condition of the kind speci-
fied in section 365(e)(1), to cause the termination, liquida-
tion, or acceleration of or to offset or net termination val-
ues, payment amounts, or other transfer obligations aris-
ing under or in connection with one or more (or the termi-
nation, liquidation, or acceleration of one or more)— 
‘‘(1) securities contracts, as defined in section 
741(7); 
‘‘(2) commodity contracts, as defined in section 
761(4); 
‘‘(3) forward contracts; 
‘‘(4) repurchase agreements; 
‘‘(5) swap agreements; or 
‘‘(6) master netting agreements,
shall not be stayed, avoided, or otherwise limited by oper-
ation of any provision of this title or by any order of a 
court or administrative agency in any proceeding under 
this title. 
‘‘(b)(1) A party may exercise a contractual right de-
scribed in subsection (a) to terminate, liquidate, or accel-
erate only to the extent that such party could exercise such 
a right under section 555, 556, 559, or 560 for each indi-
vidual contract covered by the master netting agreement 
in issue. 
‘‘(2) If a debtor is a commodity broker subject to sub-
chapter IV of chapter 7— 
‘‘(A) a party may not net or offset an obligation 
to the debtor arising under, or in connection with, 
a commodity contract traded on or subject to the 
rules of a contract market designated under the 
Commodity Exchange Act or a derivatives trans-
action execution facility registered under the Com-
modity Exchange Act against any claim arising 
under, or in connection with, other instruments, con-
tracts, or agreements listed in subsection (a) except 
to the extent that the party has positive net equity 
in the commodity accounts at the debtor, as cal-
culated under such subchapter; and
‘‘(B) another commodity broker may not net or 
offset an obligation to the debtor arising under, or 
in connection with, a commodity contract entered 
into or held on behalf of a customer of the debtor 
and traded on or subject to the rules of a contract 
market designated under the Commodity Exchange 
Act or a derivatives transaction execution facility 
registered under the Commodity Exchange Act 
against any claim arising under, or in connection 
with, other instruments, contracts, or agreements 
listed in subsection (a). 
‘‘(3) No provision of subparagraph (A) or (B) of 
paragraph (2) shall prohibit the offset of claims and obli-
gations that arise under— 
‘‘(A) a cross-margining agreement or similar 
arrangement that has been approved by the Com-
modity Futures Trading Commission or submitted 
to the Commodity Futures Trading Commission 
under paragraph (1) or (2) of section 5c(c) of the 
Commodity Exchange Act and has not been abro-
gated or rendered ineffective by the Commodity Fu-
tures Trading Commission; or 
‘‘(B) any other netting agreement between a 
clearing organization (as defined in section 761) and
another entity that has been approved by the Com-
modity Futures Trading Commission. 
‘‘(c) As used in this section, the term ‘contractual 
right’ includes a right set forth in a rule or bylaw of a 
derivatives clearing organization (as defined in the Com-
modity Exchange Act), a multilateral clearing organiza-
tion (as defined in the Federal Deposit Insurance Cor-
poration Improvement Act of 1991), a national securities 
exchange, a national securities association, a securities 
clearing agency, a contract market designated under the 
Commodity Exchange Act, a derivatives transaction execu-
tion facility registered under the Commodity Exchange 
Act, or a board of trade (as defined in the Commodity 
Exchange Act) or in a resolution of the governing board 
thereof, and a right, whether or not evidenced in writing, 
arising under common law, under law merchant, or by rea-
son of normal business practice. 
‘‘(d) Any provisions of this title relating to securities 
contracts, commodity contracts, forward contracts, repur-
chase agreements, swap agreements, or master netting 
agreements shall apply in a case under section 304, so 
that enforcement of contractual provisions of such con-
tracts and agreements in accordance with their terms will 
not be stayed or otherwise limited by operation of any pro-
vision of this title or by order of a court in any case under
100 
this title, and to limit avoidance powers to the same extent 
as in a proceeding under chapter 7 or 11 of this title (such 
enforcement not to be limited based on the presence or 
absence of assets of the debtor in the United States).’’. 
(2) CONFORMING AMENDMENT.—The table of 
sections for chapter 5 of title 11, United States 
Code, is amended by inserting after the item relating 
to section 560 the following: 
‘‘561. Contractual right to terminate, liquidate, accelerate, or offset under a 
master netting agreement and across contracts; proceedings 
under section 304.’’. 
(l) COMMODITY BROKER LIQUIDATIONS.—Title 11, 
United States Code, is amended by inserting after section 
766 the following: 
‘‘§ 767. Commodity broker liquidation and forward 
contract merchants, commodity brokers, 
stockbrokers, financial institutions, fi-
nancial participants, securities clearing 
agencies, swap participants, repo partici-
pants, and master netting agreement par-
ticipants 
‘‘Notwithstanding any other provision of this title, 
the exercise of rights by a forward contract merchant, 
commodity broker, stockbroker, financial institution, fi-
nancial participant, securities clearing agency, swap par-
ticipant, repo participant, or master netting agreement 
participant under this title shall not affect the priority of
101 
any unsecured claim it may have after the exercise of such 
rights.’’. 
(m) 
STOCKBROKER
LIQUIDATIONS.—Title 
11, 
United States Code, is amended by inserting after section 
752 the following: 
‘‘§ 753. Stockbroker liquidation and forward contract 
merchants, commodity brokers, stock-
brokers, financial institutions, financial 
participants, securities clearing agencies, 
swap participants, repo participants, and 
master netting agreement participants 
‘‘Notwithstanding any other provision of this title, 
the exercise of rights by a forward contract merchant, 
commodity broker, stockbroker, financial institution, secu-
rities clearing agency, swap participant, repo participant, 
financial participant, or master netting agreement partici-
pant under this title shall not affect the priority of any 
unsecured claim it may have after the exercise of such 
rights.’’. 
(n) SETOFF.—Section 553 of title 11, United States 
Code, is amended— 
(1) in subsection (a)(2)(B)(ii), by inserting be-
fore the semicolon the following: ‘‘(except for a 
setoff of a kind described in section 362(b)(6),
108 
to section 365(a), or if a forward contract merchant, 
stockbroker, financial institution, securities clearing agen-
cy, repo participant, financial participant, master netting 
agreement participant, or swap participant liquidates, ter-
minates, or accelerates such contract or agreement, dam-
ages shall be measured as of the earlier of— 
‘‘(1) the date of such rejection; or 
‘‘(2) the date or dates of such liquidation, ter-
mination, or acceleration. 
‘‘(b) If there are not any commercially reasonable de-
terminants of value as of any date referred to in para-
graph (1) or (2) of subsection (a), damages shall be meas-
ured as of the earliest subsequent date or dates on which 
there are commercially reasonable determinants of value. 
‘‘(c) For the purposes of subsection (b), if damages 
are not measured as of the date or dates of rejection, liq-
uidation, termination, or acceleration, and the forward 
contract merchant, stockbroker, financial institution, secu-
rities clearing agency, repo participant, financial partici-
pant, master netting agreement participant, or swap par-
ticipant or the trustee objects to the timing of the meas-
urement of damages— 
‘‘(1) the trustee, in the case of an objection by 
a forward contract merchant, stockbroker, financial 
institution, securities clearing agency, repo partici-