tion under subsection (a)(2) as soon as practicable but not 
later than 16 hours after the Board files such a petition, 
with notice only to— 
‘‘(A) the covered financial corporation; 
‘‘(B) the Federal Deposit Insurance Corpora-
tion; 
‘‘(C) the Office of the Comptroller of the Cur-
rency of the Department of the Treasury; and 
‘‘(D) the Secretary of the Treasury. 
‘‘(2) Only the Board and the entities specified in 
paragraph (1) and their counsel may participate in a hear-
ing described in this subsection. The Board or the trustee 
may request that pleadings, hearings, transcripts, and or-
ders in connection with a hearing described in this sub-
section be sealed if their disclosure could create financial 
instability in the United States. 
‘‘(3) All pleadings, hearings, transcripts, and orders 
sealed under paragraph (2) shall be available to only the 
court, the appellate panel, the covered financial corpora-
tion, the Federal Deposit Insurance Corporation, the Of-
fice of the Comptroller of the Currency of the Department 
of the Treasury, the Secretary of the Treasury, and the 
Board. Notwithstanding paragraph (2), if the case is dis-
missed, all court documents, including pleadings, hearings, 
transcripts, and orders, shall be permanently sealed. 
VerDate Mar 15 2010 
21:43 Sep 10, 2014
Jkt 039200
PO 00000
Frm 00009
Fmt 6652
Sfmt 6201
E:\BILLS\H5421.IH
H5421
asabaliauskas on DSK5VPTVN1PROD with BILLS
‘‘(c)(1) The commencement of a case under sub-
section (a)(1) constitutes an order for relief under this 
subchapter. 
‘‘(2) In a case commenced under subsection (a)(2), 
after notice and hearing required under subsection (b) and 
not later than 18 hours after the filing of the Board’s peti-
tion, the court shall enter— 
‘‘(A) an order for relief— 
‘‘(i) if the Board has shown at the hearing 
under this subsection that the requirements 
under subsection (a)(2) are supported by a pre-
ponderance of the evidence; or 
‘‘(ii) if the debtor consents to the Board’s 
petition under subsection (a)(2); or 
‘‘(B) an order dismissing the case. 
‘‘(d)(1) The covered financial corporation or the 
Board may appeal to the court of appeals from an order 
entered by the court under subsection (c)(2) not later than 
1 hour after the court enters such order, with notice only 
to the entities specified in subsection (b)(1) and the 
Board. Such order shall be stayed pending such appeal. 
‘‘(2) The appellate panel specified under section 
298(c)(1) of title 28 for the judicial circuit in which the 
case is pending shall hear the appeal under paragraph (1) 
within 12 hours of the filing of the notice of appeal under 
VerDate Mar 15 2010 
21:43 Sep 10, 2014
Jkt 039200
PO 00000
Frm 00010
Fmt 6652
Sfmt 6201
E:\BILLS\H5421.IH
H5421
asabaliauskas on DSK5VPTVN1PROD with BILLS
this subsection. The standard of review shall be abuse of 
discretion. The appellate panel shall enter an order deter-
mining the matter that is the subject of the appeal not 
later than 14 hours after the notice of appeal is filed. 
‘‘(3) The court may not, on account of an appeal 
from an order for relief under section 1183(d)(1), delay 
any proceeding under section 1185, except that the court 
shall not authorize a transfer under section 1185 before 
the determination of the appeal. 
‘‘(e) The members of the board of directors (or body 
performing similar functions) of a covered financial com-
pany shall have no liability to shareholders, creditors or 
other parties in interest for a good faith filing or con-
senting in good faith to a petition with respect to a case 
under this subchapter, or for any reasonable action taken 
in good faith in contemplation of or in connection with 
such a petition or a transfer under section 1185 or section 
1186, whether prior to or after commencement of the case. 
‘‘(f) Counsel to the debtor or the Board shall provide, 
to the greatest extent practicable, sufficient confidential 
notice to the Office of Court Services of the Administrative 
Office of the United States Courts regarding the potential 
commencement of a subchapter V case without disclosing 
the identity of the potential debtor in order to allow such 
office to randomly designate and ensure the ready avail-
VerDate Mar 15 2010 
21:43 Sep 10, 2014
Jkt 039200
PO 00000
Frm 00011
Fmt 6652
Sfmt 6201
E:\BILLS\H5421.IH
H5421
asabaliauskas on DSK5VPTVN1PROD with BILLS
ability of one of the bankruptcy judges designated under 
section 298(b)(1) of title 28 to be available to preside over 
such subchapter V case. 
‘‘§ 1184. Regulators 
‘‘The Board, the Securities Exchange Commission, 
the Office of the Comptroller of the Currency of the De-
partment of the Treasury, and the Federal Deposit Insur-
ance Corporation may raise and may appear and be heard 
on any issue in any case or proceeding under this sub-
chapter. 
‘‘§ 1185. Special transfer of property of the estate 
‘‘(a) On request of the trustee or the Board, and after 
notice and a hearing that shall occur not less than 24 
hours after the order for relief, the court may order a 
transfer under this section of property of the estate, and 
the assignment of executory contracts, unexpired leases, 
and qualified financial contracts of the debtor, to a bridge 
company. Upon the entry of an order approving such 
transfer, any property transferred, and any executory con-
tracts, unexpired leases, and qualified financial contracts 
assigned under such order shall no longer be property of 
the estate. Except as provided under this section, the pro-
visions of sections 363 and 365 shall apply to a transfer 
and assignment under this section. 
VerDate Mar 15 2010 
21:43 Sep 10, 2014
Jkt 039200
PO 00000
Frm 00012
Fmt 6652
Sfmt 6201
E:\BILLS\H5421.IH
H5421
asabaliauskas on DSK5VPTVN1PROD with BILLS
‘‘(b) Unless the court orders otherwise, notice of a 
request for an order under subsection (a) shall consist of 
electronic or telephonic notice of not less than 24 hours 
to— 
‘‘(1) the debtor; 
‘‘(2) the holders of the 20 largest secured 
claims against the debtor; 
‘‘(3) the holders of the 20 largest unsecured 
claims against the debtor; 
‘‘(4) counterparties to any debt, executory con-
tract, unexpired lease, and qualified financial con-
tract requested to be transferred under this section; 
‘‘(5) the Board; 
‘‘(6) the Federal Deposit Insurance Corpora-
tion; 
‘‘(7) the Secretary of the Treasury and the Of-
fice of the Comptroller of the Currency of the Treas-
ury; 
‘‘(8) the Securities and Exchange Commission; 
‘‘(9) the United States trustee or bankruptcy 
administrator; and 
‘‘(10) each primary financial regulatory agency, 
as defined in section 2(12) of the Dodd-Frank Wall 
Street Reform and Consumer Protection Act, with 
VerDate Mar 15 2010 
21:43 Sep 10, 2014
Jkt 039200
PO 00000
Frm 00013
Fmt 6652
Sfmt 6201
E:\BILLS\H5421.IH
H5421
asabaliauskas on DSK5VPTVN1PROD with BILLS
respect to any affiliate the equity securities of which 
are proposed to be transferred under this section. 
‘‘(c) The court may not order a transfer under this 
section unless the court determines, based upon a prepon-
derance of the evidence, that— 
‘‘(1) the transfer under this section is necessary 
to prevent serious adverse effects on financial sta-
bility in the United States; 
‘‘(2) the transfer does not provide for the as-
sumption of any capital structure debt by the bridge 
company; 
‘‘(3) the transfer does not provide for the trans-
fer to the bridge company of any property of the es-
tate that is subject to a lien securing a debt, execu-
tory contract, unexpired lease or agreement of the 
debtor unless— 
‘‘(A)(i) the bridge company assumes such 
debt, executory contract, unexpired lease or 
agreement, including any claims arising in re-
spect thereof that would not be allowed secured 
claims under section 506(a)(1) and after giving 
effect to such transfer, such property remains 
subject to the lien securing such debt, executory 
contract, unexpired lease or agreement; and 
VerDate Mar 15 2010 
21:43 Sep 10, 2014
Jkt 039200
PO 00000
Frm 00014
Fmt 6652
Sfmt 6201
E:\BILLS\H5421.IH
H5421
asabaliauskas on DSK5VPTVN1PROD with BILLS
‘‘(ii) the court has determined that as-
sumption of such debt, executory contract, un-
expired lease or agreement by the bridge com-
pany is in the best interests of the estate; or 
‘‘(B) such property is being transferred to 
the bridge company in accordance with the pro-
visions of section 363; 
‘‘(4) the transfer does not provide for the as-
sumption by the bridge company of any debt, execu-
tory contract, unexpired lease or agreement of the 
debtor secured by a lien on property in which the es-
tate has an interest unless the transfer provides for 
such property to be transferred to the bridge com-
pany in accordance with paragraph (3)(A) of this 
subsection; 
‘‘(5) the transfer does not provide for the trans-
fer of the equity of the debtor; 
‘‘(6) the party requesting the transfer under 
this subsection has demonstrated that the bridge 
company is not likely to fail to meet the obligations 
of any debt, executory contract, qualified financial 
contract, or unexpired lease assumed and assigned 
to the bridge company; 
‘‘(7) the transfer provides for the transfer to a 
special trustee all of the equity securities in the 
VerDate Mar 15 2010 
21:43 Sep 10, 2014
Jkt 039200
PO 00000
Frm 00015
Fmt 6652
Sfmt 6201
E:\BILLS\H5421.IH
H5421
asabaliauskas on DSK5VPTVN1PROD with BILLS
bridge company and appointment of a special trustee 
in accordance with section 1186; 
‘‘(8) after giving effect to the transfer, ade-
quate provision has been made for the fees, costs, 
and expenses of the estate and special trustee; and 
‘‘(9) the bridge company will have governing 
documents, and initial directors and senior officers, 
that are in the best interest of creditors and the es-
tate. 
‘‘(d) Immediately before a transfer under the section, 
the bridge company that is the recipient of the transfer 
shall— 
‘‘(1) not have any property, executory con-
tracts, unexpired leases, or debts, other than any 
property acquired or executory contracts, unexpired 
leases, or debts assumed when acting as a transferee 
of a transfer under this section; and 
‘‘(2) have equity securities that are property of 
the estate, which may be sold or distributed in ac-
cordance with this title. 
‘‘§ 1186. Special trustee 
‘‘(a)(1) An order approving a transfer under section 
1185 shall require the trustee to transfer to a qualified 
and independent special trustee all of the equity securities 
in the bridge company that is the recipient of a transfer 
VerDate Mar 15 2010 
21:43 Sep 10, 2014
Jkt 039200
PO 00000
Frm 00016
Fmt 6652
Sfmt 6201
E:\BILLS\H5421.IH
H5421
asabaliauskas on DSK5VPTVN1PROD with BILLS
under section 1185 to hold in trust for the sole benefit 
of the estate, subject to satisfaction of the special trustee’s 
fees, costs, and expenses. The trust of which the special 
trustee is the trustee shall be a newly formed trust gov-
erned by a trust agreement approved by the court as in 
the best interests of the estate, and shall exist for the sole 
purpose of holding and administering, and shall be per-
mitted to dispose of, the equity securities of the bridge 
company in accordance with the trust agreement. 
‘‘(2) In connection with the hearing to approve a 
transfer under section 1185, the trustee shall confirm to 
the court that the Board has been consulted regarding the 
identity of the proposed special trustee and advise the 
court of the results of such consultation. 
‘‘(b) The trust agreement governing the trust shall 
provide— 
‘‘(1) for the payment of the fees, costs, ex-
penses, and indemnities of the special trustee from 
the assets of the debtor’s estate; 
‘‘(2) that the special trustee provide— 
‘‘(A) quarterly reporting to the estate, 
which shall be filed with the court; and 
‘‘(B) information about the bridge com-
pany reasonably requested by a party in inter-
est to prepare a disclosure statement for a plan 
VerDate Mar 15 2010 
21:43 Sep 10, 2014
Jkt 039200
PO 00000
Frm 00017
Fmt 6652
Sfmt 6201
E:\BILLS\H5421.IH
H5421
asabaliauskas on DSK5VPTVN1PROD with BILLS
providing for distribution of any securities of 
the bridge company if such information is nec-
essary to prepare such disclosure statement; 
‘‘(3) that for as long as the equity securities of 
the bridge company are held by the trust, the special 
trustee shall file a notice with the court in connec-
tion with— 
‘‘(A) any change in a director or senior of-
ficer of the bridge company; 
‘‘(B) any modification to the governing 
documents of the bridge company; and 
‘‘(C) any material corporate action of the 
bridge company, including— 
‘‘(i) recapitalization; 
‘‘(ii) a material borrowing; 
‘‘(iii) termination of an intercompany 
debt or guarantee; 
‘‘(iv) a transfer of a substantial por-
tion of the assets of the bridge company; 
or 
‘‘(v) the issuance or sale of any secu-
rities of the bridge company; 
‘‘(4) that any sale of any equity securities of 
the bridge company shall not be consummated until 
the special trustee consults with the Federal Deposit 
VerDate Mar 15 2010 
21:43 Sep 10, 2014
Jkt 039200
PO 00000
Frm 00018
Fmt 6652
Sfmt 6201
E:\BILLS\H5421.IH
H5421
asabaliauskas on DSK5VPTVN1PROD with BILLS
Insurance Corporation and the Board regarding 
such sale and discloses the results of such consulta-
tion with the court; 
‘‘(5) that, subject to reserves for payments per-
mitted under paragraph (1) provided for in the trust 
agreement, the proceeds of the sale of any equity se-
curities of the bridge company by the special trustee 
be held in trust for the benefit of or transferred to 
the estate; 
‘‘(6) the process and guidelines for the replace-
ment of the special trustee; and 
‘‘(7) that the property held in trust by the spe-
cial trustee is subject to distribution in accordance 
with subsection (c). 
‘‘(c)(1) The special trustee shall distribute the assets 
held in trust— 
‘‘(A) if the court confirms a plan in the case, 
in accordance with the plan on the effective date of 
the plan; or 
‘‘(B) if the case is converted to a case under 
chapter 7, as ordered by the court. 
‘‘(2) As soon as practicable after a final distribution 
under paragraph (1), the office of the special trustee shall 
terminate, except as may be necessary to wind up and con-
clude the business and financial affairs of the trust. 
VerDate Mar 15 2010 
21:43 Sep 10, 2014
Jkt 039200
PO 00000
Frm 00019
Fmt 6652
Sfmt 6201
E:\BILLS\H5421.IH
H5421
asabaliauskas on DSK5VPTVN1PROD with BILLS
‘‘(d) After a transfer to the special trustee under this 
section, the special trustee shall be subject only to applica-
ble nonbankruptcy law, and the actions and conduct of 
the special trustee shall no longer be subject to approval 
by the court in the case under this subchapter. 
‘‘§ 1187. Temporary and supplemental automatic stay; 
assumed debt 
‘‘(a)(1) A petition filed under section 1183 operates 
as a stay, applicable to all entities, of the termination, ac-
celeration, or modification of any debt, contract, lease, or 
agreement of the kind described in paragraph (2), or of 
any right or obligation under any such debt, contract, 
lease, or agreement, solely because of— 
‘‘(A) a default by the debtor under any such 
debt, contract, lease, or agreement; or 
‘‘(B) a provision in such debt, contract, lease, 
or agreement, or in applicable nonbankruptcy law, 
that is conditioned on— 
‘‘(i) the insolvency or financial condition of 
the debtor at any time before the closing of the 
case; 
‘‘(ii) the commencement of a case under 
this title concerning the debtor; 
‘‘(iii) the appointment of or taking posses-
sion by a trustee in a case under this title con-
VerDate Mar 15 2010 
21:43 Sep 10, 2014
Jkt 039200
PO 00000
Frm 00020
Fmt 6652
Sfmt 6201
E:\BILLS\H5421.IH
H5421
asabaliauskas on DSK5VPTVN1PROD with BILLS
cerning the debtor or by a custodian before the 
commencement of the case; or 
‘‘(iv) a credit rating agency rating, or ab-
sence or withdrawal of a credit rating agency 
rating— 
‘‘(I) of the debtor at any time after 
the commencement of the case; 
‘‘(II) of an affiliate during the period 
from the commencement of the case until 
48 hours after such order is entered; 
‘‘(III) of the bridge company while the 
trustee or the special trustee is a direct or 
indirect beneficial holder of more than 50 
percent of the equity securities of— 
‘‘(aa) the bridge company; or 
‘‘(bb) the affiliate, if all of the di-
rect or indirect interests in the affil-
iate that are property of the estate 
are transferred under section 1185; or 
‘‘(IV) of an affiliate while the trustee 
or the special trustee is a direct or indirect 
beneficial holder of more than 50 percent 
of the equity securities of— 
‘‘(aa) the bridge company; or 
VerDate Mar 15 2010 
21:43 Sep 10, 2014
Jkt 039200
PO 00000
Frm 00021
Fmt 6652
Sfmt 6201
E:\BILLS\H5421.IH
H5421
asabaliauskas on DSK5VPTVN1PROD with BILLS
under an order authorizing a transfer under 
section 1185; or 
‘‘(iii) a final order of the court denying the 
request for a transfer under section 1185; and 
‘‘(B) for the benefit of an affiliate, upon the 
earliest of— 
‘‘(i) the entry of an order authorizing a 
transfer under section 1185 in which the direct 
or indirect interests in the affiliate that are 
property of the estate are not transferred under 
section 1185; 
‘‘(ii) a final order by the court denying the 
request for a transfer under section 1185; or 
‘‘(iii) 48 hours after the commencement of 
the case if the court has not ordered a transfer 
under section 1185. 
‘‘(4) Subsections (d), (e), (f), and (g) of section 362 
apply to a stay under this subsection. 
‘‘(b) A debt, executory contract (other than a quali-
fied financial contract), or unexpired lease of the debtor, 
or an agreement under which the debtor has issued or is 
obligated for any debt, may be assumed by a bridge com-
pany in a transfer under section 1185 notwithstanding 
any provision in an agreement or in applicable nonbank-
ruptcy law that— 
VerDate Mar 15 2010 
21:43 Sep 10, 2014
Jkt 039200
PO 00000
Frm 00023
Fmt 6652
Sfmt 6201
E:\BILLS\H5421.IH
H5421
asabaliauskas on DSK5VPTVN1PROD with BILLS
‘‘(1) prohibits, restricts, or conditions the as-
signment of the debt, contract, lease, or agreement; 
or 
‘‘(2) terminates or modifies, or permits a party 
other than the debtor to terminate or modify, the 
debt, contract, lease, or agreement on account of— 
‘‘(A) the assignment of the debt, contract, 
lease, or agreement; or 
‘‘(B) a change in control of any party to 
the debt, contract, lease, or agreement. 
‘‘(c)(1) A debt, contract, lease, or agreement of the 
kind described in subparagraph (A) or (B) of subsection 
(a)(2) may not be terminated or modified, and any right 
or obligation under such debt, contract, lease, or agree-
ment may not be terminated or modified, as to the bridge 
company solely because of a provision in the debt, con-
tract, lease, or agreement or in applicable nonbankruptcy 
law— 
‘‘(A) of the kind described in subsection 
(a)(1)(B) as applied to the debtor; 
‘‘(B) that prohibits, restricts, or conditions the 
assignment of the debt, contract, lease, or agree-
ment; or 
‘‘(C) that terminates or modifies, or permits a 
party other than the debtor to terminate or modify, 
VerDate Mar 15 2010 
21:43 Sep 10, 2014
Jkt 039200
PO 00000
Frm 00024
Fmt 6652
Sfmt 6201
E:\BILLS\H5421.IH
H5421
asabaliauskas on DSK5VPTVN1PROD with BILLS
the debt, contract, lease or agreement on account 
of— 
‘‘(i) the assignment of the debt, contract, 
lease, or agreement; or 
‘‘(ii) a change in control of any party to 
the debt, contract, lease, or agreement. 
‘‘(2) If there is a default by the debtor under a provi-
sion other than the kind described in paragraph (1) in 
a debt, contract, lease or agreement of the kind described 
in subparagraph (A) or (B) of subsection (a)(2), the 
bridge company may assume such debt, contract, lease, 
or agreement only if the bridge company— 
‘‘(A) shall cure the default; 
‘‘(B) compensates, or provides adequate assur-
ance in connection with a transfer under section 
1185 that the bridge company will promptly com-
pensate, a party other than the debtor to the debt, 
contract, lease, or agreement, for any actual pecu-
niary loss to the party resulting from the default; 
and 
‘‘(C) provides adequate assurance in connection 
with a transfer under section 1185 of future per-
formance under the debt, contract, lease, or agree-
ment, as determined by the court under section 
1185(c)(4). 
VerDate Mar 15 2010 
21:43 Sep 10, 2014
Jkt 039200
PO 00000
Frm 00025
Fmt 6652
Sfmt 6201
E:\BILLS\H5421.IH
H5421
asabaliauskas on DSK5VPTVN1PROD with BILLS
‘‘§ 1188. Treatment of qualified financial contracts 
and affiliate contracts 
‘‘(a) Notwithstanding sections 362(b)(6), 362(b)(7), 
362(b)(17), 362(b)(27), 362(o), 555, 556, 559, 560, and 
561, a petition filed under section 1183 operates as a stay, 
during the period specified in section 1187(a)(3)(A), ap-
plicable to all entities, of the exercise of a contractual 
right— 
‘‘(1) to cause the modification, liquidation, ter-
mination, or acceleration of a qualified financial con-
tract of the debtor or an affiliate; 
‘‘(2) to offset or net out any termination value, 
payment amount, or other transfer obligation arising 
under or in connection with a qualified financial con-
tract of the debtor or an affiliate; or 
‘‘(3) under any security agreement or arrange-
ment or other credit enhancement forming a part of 
or related to a qualified financial contract of the 
debtor or an affiliate. 
‘‘(b)(1) During the period specified in section 
1187(a)(3)(A), the trustee or the affiliate shall perform 
all payment and delivery obligations under such qualified 
financial contract of the debtor or the affiliate, as the case 
may be, that become due after the commencement of the 
case. The stay provided under subsection (a) terminates 
as to a qualified financial contract of the debtor or an 
VerDate Mar 15 2010 
21:43 Sep 10, 2014
Jkt 039200
PO 00000
Frm 00026
Fmt 6652
Sfmt 6201
E:\BILLS\H5421.IH
H5421
asabaliauskas on DSK5VPTVN1PROD with BILLS
affiliate immediately upon the failure of the trustee or the 
affiliate, as the case may be, to perform any such obliga-
tion during such period. 
‘‘(2) Any failure by a counterparty to any qualified 
financial contract of the debtor or any affiliate to perform 
any payment or delivery obligation under such qualified 
financial contract, including during the pendency of the 
stay provided under subsection (a), shall constitute a 
breach of such qualified financial contract by the 
counterparty. 
‘‘(c) A qualified financial contract between an entity 
and the debtor may not be assigned to or assumed by the 
bridge company in a transfer under section 1185 unless— 
‘‘(1) all qualified financial contracts between 
the entity and the debtor are assigned to and as-
sumed by the bridge company in the transfer under 
section 1185; 
‘‘(2) all claims of the entity against the debtor 
under any qualified financial contract between the 
entity and the debtor (other than any claim that, 
under the terms of the qualified financial contract, 
is subordinated to the claims of general unsecured 
creditors) are assigned to and assumed by the bridge 
company; 
VerDate Mar 15 2010 
21:43 Sep 10, 2014
Jkt 039200
PO 00000
Frm 00027
Fmt 6652
Sfmt 6201
E:\BILLS\H5421.IH
H5421
asabaliauskas on DSK5VPTVN1PROD with BILLS
‘‘(3) all claims of the debtor against the entity 
under any qualified financial contract between the 
entity and the debtor are assigned to and assumed 
by the bridge company; and 
‘‘(4) all property securing or any other credit 
enhancement furnished by the debtor for any quali-
fied financial contract described in paragraph (1) or 
any claim described in paragraph (2) or (3) under 
any qualified financial contract between the entity 
and the debtor is assigned to and assumed by the 
bridge company. 
‘‘(d) Notwithstanding any provision of a qualified fi-
nancial contract or of applicable nonbankruptcy law, a 
qualified financial contract of the debtor that is assumed 
or assigned in a transfer under section 1185 may not be 
accelerated, terminated, or modified, after the entry of the 
order approving a transfer under section 1185, and any 
right or obligation under the qualified financial contract 
may not be accelerated, terminated, or modified, after the 
entry of the order approving a transfer under section 1185 
solely because of a condition described in section 
1187(c)(1), other than a condition of the kind specified 
in section 1187(a)(1)(B)(iv)(III) or section 1187(b) that 
occurs after property of the estate no longer includes a 
direct beneficial interest or an indirect beneficial interest 
VerDate Mar 15 2010 
21:43 Sep 10, 2014
Jkt 039200
PO 00000
Frm 00028
Fmt 6652
Sfmt 6201
E:\BILLS\H5421.IH
H5421
asabaliauskas on DSK5VPTVN1PROD with BILLS
through the special trustee, in more than 50 percent of 
the equity securities of the bridge company. 
‘‘(e) Notwithstanding any provision of any agreement 
or in applicable nonbankruptcy law, an agreement of an 
affiliate (including an executory contract, an unexpired 
lease, qualified financial contract, or an agreement under 
which the affiliate issued or is obligated for debt) and any 
right or obligation under such agreement may not be ter-
minated or modified, solely because of a condition de-
scribed in section 1187(c)(1), other than a condition of 
the kind specified in section 1187(a)(1)(B)(iv)(III) or sec-
tion 1187(b) that occurs after the bridge company is no 
longer a direct or indirect beneficial holder of more than 
50 percent of the equity securities of the affiliate, at any 
time after the commencement of the case if— 
‘‘(1) all direct or indirect interests in the affil-
iate that are property of the estate are transferred 
under section 1185 to the bridge company within the 
period specified in subsection (a); 
‘‘(2) the bridge company assumes— 
‘‘(A) any guarantee or other credit en-
hancement issued by the debtor relating to the 
agreement of the affiliate; and 
‘‘(B) any right of setoff, netting arrange-
ment, or debt of the debtor that directly arises 
VerDate Mar 15 2010 
21:43 Sep 10, 2014
Jkt 039200
PO 00000
Frm 00029
Fmt 6652
Sfmt 6201
E:\BILLS\H5421.IH
H5421
asabaliauskas on DSK5VPTVN1PROD with BILLS
out of or directly relates to the guarantee or 
credit enhancement; and 
‘‘(3) any property of the estate that directly 
serves as collateral for the guarantee or credit en-
hancement is transferred to the bridge company. 
‘‘§ 1189. Licenses, permits, and registrations 
‘‘(a) Notwithstanding any otherwise applicable non-
bankruptcy law, if a request is made under section 1185 
for a transfer of property of the estate, any Federal, State, 
or local license, permit, or registration that the debtor or 
an affiliate had immediately before the commencement of 
the case and that is proposed to be transferred under sec-
tion 1185 may not be terminated or modified at any time 
after the request solely on account of— 
‘‘(1) the insolvency or financial condition of the 
debtor at any time before the closing of the case; 
‘‘(2) the commencement of a case under this 
title concerning the debtor; 
‘‘(3) the appointment of or taking possession by 
a trustee in a case under this title concerning the 
debtor or by a custodian before the commencement 
of the case; or 
‘‘(4) a transfer under section 1185. 
‘‘(b) Notwithstanding any otherwise applicable non-
bankruptcy law, any Federal, State, or local license, per-
VerDate Mar 15 2010 
21:43 Sep 10, 2014
Jkt 039200
PO 00000
Frm 00030
Fmt 6652
Sfmt 6201
E:\BILLS\H5421.IH
H5421
asabaliauskas on DSK5VPTVN1PROD with BILLS
mit, or registration that the debtor had immediately before 
the commencement of the case that is included in a trans-
fer under section 1185 shall be valid and all rights and 
obligations thereunder shall vest in the bridge company. 
‘‘§ 1190. Exemption from securities laws 
‘‘For purposes of section 1145, a security of the 
bridge company shall be deemed to be a security of a suc-
cessor to the debtor under a plan if the court approves 
the disclosure statement for the plan as providing ade-
quate information (as defined in section 1125(a)) about 
the bridge company and the security. 
‘‘§ 1191. Inapplicability of certain avoiding powers 
‘‘A transfer made or an obligation incurred by the 
debtor to an affiliate prior to or after the commencement 
of the case, including any obligation released by the debtor 
or the estate to or for the benefit of an affiliate, in con-
templation of or in connection with a transfer under sec-
tion 1185 is not avoidable under section 544, 547, 
548(a)(1)(B), or 549, or under any similar nonbankruptcy 
law. 
‘‘§ 1192. Consideration of financial stability 
‘‘The court may consider the effect that any decision 
in connection with this subchapter may have on financial 
stability in the United States.’’. 
VerDate Mar 15 2010 
21:43 Sep 10, 2014
Jkt 039200
PO 00000
Frm 00031
Fmt 6652
Sfmt 6201
E:\BILLS\H5421.IH
H5421
asabaliauskas on DSK5VPTVN1PROD with BILLS
SEC. 4. AMENDMENTS TO TITLE 28, UNITED STATES CODE. 
(a) AMENDMENT TO CHAPTER 13.—Chapter 13 of 
title 28, United States Code, is amended by adding at the 
end the following: 
‘‘§ 298. Judge for a case under subchapter V of chap-
ter 11 of title 11 
‘‘(a) Notwithstanding section 295, the Chief Justice 
of the United States shall designate not fewer than 3 
judges of the courts of appeals in not fewer than 4 circuits 
to serve on an appellate panel to be available to hear an 
appeal under section 1183 of title 11 in a case under such 
title concerning a covered financial corporation. Appellate 
judges may request to be considered by the Chief Justice 
of the United States for such designation. 
‘‘(b)(1) Notwithstanding section 295, the Chief Jus-
tice of the United States shall designate not fewer than 
10 bankruptcy judges to be available to hear a case under 
subchapter V of chapter 11 of title 11. Bankruptcy judges 
may request to be considered by the Chief Justice of the 
United States for such designation. 
‘‘(2) Notwithstanding section 155, a case under sub-
chapter V of chapter 11 of title 11 shall be heard under 
section 157 by a bankruptcy judge designated under para-
graph (1), who shall be assigned to hear such case by the 
chief judge of the court of appeals for the circuit embrac-
ing the district in which the case is pending. To the great-
VerDate Mar 15 2010 
21:43 Sep 10, 2014
Jkt 039200
PO 00000
Frm 00032
Fmt 6652
Sfmt 6201
E:\BILLS\H5421.IH
H5421
asabaliauskas on DSK5VPTVN1PROD with BILLS
est extent practicable, the approvals required under sec-
tion 155 should be obtained. 
‘‘(3) If the bankruptcy judge assigned to hear a case 
under paragraph (2) is not assigned to the district in 
which the case is pending, the bankruptcy judge shall be 
temporarily assigned to the district. 
‘‘(c)(1) The court of appeals shall have jurisdiction 
of appeals from all orders for relief and orders of dismissal 
under section 1183 of title 11. 
‘‘(2) Notwithstanding section 295, in an appeal under 
paragraph (1) in a case under title 11 concerning a cov-
ered financial corporation shall be heard by— 
‘‘(A) 3 judges selected from the appellate panel 
designated under subsection (a); or 
‘‘(B) if the 3 judges of such panel are not im-
mediately available to hear the case, 3 judges des-
ignated under subsection (a) from another circuit 
and assigned by the Chief Justice of the United 
States to hear the case. 
‘‘(3) If any of the judges of the appellate panel speci-
fied in paragraph (2) is not assigned to the circuit in 
which the appeal is pending, the judges shall be tempo-
rarily assigned to the circuit. 
VerDate Mar 15 2010 
21:43 Sep 10, 2014
Jkt 039200
PO 00000
Frm 00033
Fmt 6652
Sfmt 6201
E:\BILLS\H5421.IH
H5421
asabaliauskas on DSK5VPTVN1PROD with BILLS
‘‘(4) A case under subchapter V of chapter 11 of title 
11, and all proceedings in the case, shall take place in 
the district in which the case is pending. 
‘‘(d) In this section, the term ‘covered financial cor-
poration’ has the meaning given that term in section 
101(9A) of title 11.’’. 
(b) AMENDMENT TO SECTION 1334.—Section 1334 
of title 28, United States Code, is amended by adding at 
the end the following: 
‘‘(f) This section does not grant jurisdiction to the 
district court after a transfer pursuant to an order under 
section 1185 of title 11 of any proceeding related to a spe-
cial trustee appointed, or to a bridge company formed, in 
connection with a case under subchapter V of chapter 11 
of title 11.’’. 
(c) TECHNICAL AND CONFORMING AMENDMENT.— 
The table of sections for chapter 13 of title 28, United 
States Code, is amended by adding at the end the fol-
lowing: 
‘‘298. Judge for a case under subchapter V of chapter 11 of title 11.’’. 
Æ 
VerDate Mar 15 2010 
21:43 Sep 10, 2014
Jkt 039200
PO 00000
Frm 00034
Fmt 6652
Sfmt 6301
E:\BILLS\H5421.IH
H5421
asabaliauskas on DSK5VPTVN1PROD with BILLS