‘‘(B) that prohibits, restricts, or conditions the 
assignment of the debt, contract, lease, or agree-
ment; or 
‘‘(C) that accelerates, terminates, or modifies, 
or permits a party other than the debtor to termi-
nate or modify, the debt, contract, lease or agree-
ment 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). 
‘‘§ 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 
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) Subject to the court’s approval, a qualified finan-
cial contract between an entity and the debtor may be as-
signed to or assumed by the bridge company in a transfer 
under section 1185 if and only if— 
‘‘(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; 
‘‘(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(b) that occurs after property of the estate 
no longer includes a direct beneficial interest or an indi-
rect beneficial interest through the special trustee, in more 
than 50 percent of the equity securities of the bridge com-
pany. 
‘‘(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 ac-
celerated, terminated, or modified, solely because of a con-
dition described in section 1187(c)(1), other than a condi-
tion of the kind specified in section 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 commence-
ment of the case if— 
‘‘(1) all direct or indirect interests in the affil-
iate that are property of the estate are transferred
‘‘(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-
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.’’. 
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-
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. 
‘‘(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.’’. 
Passed the House of Representatives December 1, 
2014. 
Attest: 
Clerk.
113TH CONGRESS 
2D SESSION 
H. R. 5421 
AN ACT 
To amend title 11 of the United States Code in 
order to facilitate the resolution of an insolvent 
financial institution in bankruptcy.