,,ib ,union ,calendar ,no4 #dgj #aacth ,,congress #b;d ,session ,h4 ,r4 #edba ,report ,no4 #aac-fcj ,,in ,,the ,,house ,,of ,,representatives ,september #i1 #bjad ,mr4 ,bachus 7for himself1 ,mr4 ,goodlatte1 and ,mr4 ,conyers7 introduced the following bill2 which was referred to the ,committee on the ,judiciary ,december #a1 #bjad ,committed to the ,committee of the ,whole ,house on the ,state of the ,union and ordered to be printed ,a ,,bill ,to amend title #aa of the ,united ,states ,code in order to facilitate the resolution of an insolvent financial institution in bankruptcy4 #a4 ,short title ,this ,act may be cited as the ,financial ,institution ,bankruptcy ,act of #bjad4 #b4 ,general provisions relating to covered financial corporations 7a7 ,definition ,section #aja of title #aa1 ,united ,states ,code1 is amended by inserting the following after paragraph 7#i73 7#i;,a7 ,the term covered financial corporation means any corporation incorporated or organized under any ,federal or ,state law1 other than a stockbroker1 a commodity broker1 or an entity of the kind specified in paragraph 7#b7 or 7#c7 of section #aji7;b71 that is-- 7,a7 a bank holding company1 as defined in section #b7;a7 of the ,bank ,holding ,company ,act of #aief2 or 7,b7 a corporation that exists for the primary purpose of owning1 controlling and financing its subsidiaries1 that has total consolidated assets of #ej1jjj1jjj1jjj or greater1 and for which1 in its most recently completed fiscal year-- 7i7 annual gross revenues derived by the corporation and all of its subsidiaries from activities that are financial in nature 7as defined in section #d7k7 of the ,bank ,holding ,company ,act of #aief7 and1 if applicable1 from the ownership or control of one or more insured depository institutions1 represents #he percent or more of the consolidated annual gross revenues of the corporation2 or 7ii7 the consolidated assets of the corporation and all of its subsidiaries related to activities that are financial in nature 7as defined in section #d7k7 of the ,bank ,holding ,company ,act of #aief7 and1 if applicable1 related to the ownership or control of one or more insured depository institutions1 represents #he percent or more of the consolidated assets of the corporation4 4 7b7 ,applicability of chapters ,section #ajc of title #aa1 ,united ,states ,code1 is amended by adding at the end the following3 7l7 ,subchapter ,v of chapter #aa of this title applies only in a case under chapter #aa concerning a covered financial corporation4 4 7c7 ,who may be a debtor ,section #aji of title #aa1 ,united ,states ,code1 is amended-- 7#a7 in subsection 7b7-- 7,a7 in paragraph 7#b71 by striking or at the end2 7,b7 in paragraph 7#c77;,b71 by striking the period at the end and inserting 2 or2 and 7,c7 by adding at the end the following3 7#d7 a covered financial corporation4 2 and 7#b7 in subsection 7d7-- 7,a7 by striking and before an uninsured ,state member bank2 7,b7 by striking or before a corporation2 and 7,c7 by inserting 1 or a covered financial corporation after ,federal ,deposit ,insurance ,corporation ,improvement ,act of #aiia4 7d7 ,conversion to chapter #g ,section #aaab of title #aa1 ,united ,states ,code1 is amended by adding at the end the following3 7g7 ,notwithstanding section #aji7;b71 the court may convert a case under subchapter ,v to a case under chapter #g if-- 7#a7 a transfer approved under section #aahe has been consummated2 7#b7 the court has ordered the appointment of a special trustee under section #aahf2 and 7#c7 the court finds1 after notice and a hearing1 that conversion is in the best interest of the creditors and the estate4 4 7e7 7#a7 ,section #gbf7;a77#a7 of title #aa1 ,united ,states ,code1 is amended by inserting after first1 the following3 in payment of any unpaid fees1 costs1 and expenses of a special trustee appointed under section #aahf1 and then4 7#b7 ,section #aabi7;a7 of title #aa1 ,united ,states ,code1 is amended by inserting after paragraph 7#af7 the following3 7#ag7 ,in a case under subchapter ,v1 all payable fees1 costs1 and expenses of the special trustee have been paid or the plan provides for the payment of all such fees1 costs1 and expenses on the effective date of the plan4 7#ah7 ,in a case under subchapter ,v1 confirmation of the plan is not likely to cause serious adverse effects on financial stability in the ,united ,states4 4 7f7 ,section #cbb7;b77#b7 of title #aa1 ,united ,states ,code1 is amended by striking ,the and inserting ,in cases under subchapter ,v1 the ,united ,states trustee shall recommend to the court1 and in all other cases1 the4 #c4 ,liquidation1 reorganization1 or recapitalization of a covered financial corporation ,chapter #aa of title #aa1 ,united ,states ,code1 is amended by adding at the end the following3 ,v ,liquidation1 ,reorganization1 or ,recapitalization of a ,covered ,financial ,corporation #aaha4 ,inapplicability of other sections ,sections #cjc and #cba7;c7 do not apply in a case under this subchapter concerning a covered financial corporation4 #aahb4 ,definitions for this subchapter ,in this subchapter1 the following definitions shall apply3 7#a7 ,the term ,board means the ,board of ,governors of the ,federal ,reserve ,system4 7#b7 ,the term bridge company means a newly formed corporation to which property of the estate may be transferred under section #aahe7;a7 and the equity securities of which may be transferred to a special trustee under section #aahf7;a74 7#c7 ,the term capital structure debt means all unsecured debt of the debtor for borrowed money1 other than a qualified financial contract1 for which the debtor is the primary obligor other than debt secured by a lien on property of the estate that is to be transferred to a bridge company pursuant to an order of the court under section #aahe7;a74 7#d7 ,the term contractual right means a contractual right of a kind defined in section #eee1 #eef1 #eei1 #efj1 or #efa4 7#e7 ,the term qualified financial contract means any contract of a kind defined in paragraph 7#be71 7#ch;,a71 7#dg71 or 7#ec;,b7 of section #aja1 section #gda7g71 or paragraph 7#d71 7#e71 7#aa71 or 7#ac7 of section #gfa4 7#f7 ,the term special trustee means the trustee of a trust formed under section #aahf7;a77#a74 #aahc4 ,commencement of a case concerning a covered financial corporation 7a7 ,a case under this subchapter concerning a covered financial corporation may be commenced by the filing of a petition with the court-- 7#a7 by the debtor under section #cja only if the debtor states to the best of its knowledge under penalty of perjury in the petition that it is a covered financial corporation2 or 7#b7 by the ,board only if the ,board states to the best of its knowledge under penalty of perjury in the petition that-- 7,a7 the debtor is a covered financial corporation that-- 7i7 has incurred losses that will deplete all or substantially all of the capital of the covered financial corporation1 and there is no reasonable prospect for the covered financial corporation to avoid such depletion2 7ii7 is insolvent2 7iii7 is not paying1 or is unable to pay1 the debts of the covered financial corporation 7other than debts subject to a bona fide dispute as to liability or amount7 as they become due2 or 7iv7 is likely to be in a financial condition specified in clause 7i71 7ii71 or 7iii7 sufficiently soon such that the immediate commencement of a case under this subchapter is necessary to prevent serious adverse effects on financial stability in the ,united ,states2 and 7,b7 the commencement of a case under this title and effecting a transfer under section #aahe is necessary to prevent serious adverse effects on financial stability in the ,united ,states4 7b7 7#a7 ,unless the debtor consents to an order for relief1 the court shall hold a hearing on the ,board's petition under subsection 7a77#b7 as soon as practicable but not later than #af hours after the ,board files such a petition1 with notice only to-- 7,a7 the covered financial corporation2 7,b7 the ,federal ,deposit ,insurance ,corporation2 7,c7 the ,office of the ,comptroller of the ,currency of the ,department of the ,treasury2 and 7,d7 the ,secretary of the ,treasury4 7#b7 ,only the ,board and the entities specified in paragraph 7#a7 and their counsel may participate in a hearing described in this subsection4 ,the ,board or the trustee may request that pleadings1 hearings1 transcripts1 and orders in connection with a hearing described in this subsection be sealed if their disclosure could create financial instability in the ,united ,states4 7#c7 ,all pleadings1 hearings1 transcripts1 and orders sealed under paragraph 7#b7 shall be available to only the court1 the appellate panel1 the covered financial corporation1 the ,federal ,deposit ,insurance ,corporation1 the ,office of the ,comptroller of the ,currency of the ,department of the ,treasury1 the ,secretary of the ,treasury1 and the ,board4 ,notwithstanding paragraph 7#b71 if the case is dismissed1 all court documents1 including pleadings1 hearings1 transcripts1 and orders1 shall be permanently sealed4 7c7 7#a7 ,the commencement of a case under subsection 7a77#a7 constitutes an order for relief under this subchapter4 7#b7 ,in a case commenced under subsection 7a77#b71 after notice and hearing required under subsection 7b7 and not later than #ah hours after the filing of the ,board's petition1 the court shall enter-- 7,a7 an order for relief-- 7i7 if the ,board has shown at the hearing under this subsection that the requirements under subsection 7a77#b7 are supported by a preponderance of the evidence2 or 7ii7 if the debtor consents to the ,board's petition under subsection 7a77#b72 or 7,b7 an order dismissing the case4 7d7 7#a7 ,the covered financial corporation or the ,board may appeal to the court of appeals from an order entered by the court under subsection 7c77#b7 not later than #a hour after the court enters such order1 with notice only to the entities specified in subsection 7b77#a7 and the ,board4 ,such order shall be stayed pending such appeal4 7#b7 ,the appellate panel specified under section #bih7;c77#a7 of title #bh for the judicial circuit in which the case is pending shall hear the appeal under paragraph 7#a7 within #ab hours of the filing of the notice of appeal under this subsection4 ,the standard of review shall be abuse of discretion4 ,the appellate panel shall enter an order determining the matter that is the subject of the appeal not later than #ad hours after the notice of appeal is filed4 7#c7 ,the court may not1 on account of an appeal from an order for relief under section #aahc7;d77#a71 delay any proceeding under section #aahe1 except that the court shall not authorize a transfer under section #aahe before the determination of the appeal4 7e7 ,the members of the board of directors 7or body performing similar functions7 of a covered financial company shall have no liability to shareholders1 creditors or other parties in interest for a good faith filing or consenting in good faith to a petition with respect to a case under this subchapter1 or for any reasonable action taken in good faith in contemplation of or in connection with such a petition or a transfer under section #aahe or section #aahf1 whether prior to or after commencement of the case4 7f7 ,counsel to the debtor or the ,board shall provide1 to the greatest extent practicable1 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 availability of one of the bankruptcy judges designated under section #bih7;b77#a7 of title #bh to be available to preside over such subchapter ,v case4 #aahd4 ,regulators ,the ,board1 the ,securities ,exchange ,commission1 the ,office of the ,comptroller of the ,currency of the ,department of the ,treasury1 and the ,federal ,deposit ,insurance ,corporation may raise and may appear and be heard on any issue in any case or proceeding under this subchapter4 #aahe4 ,special transfer of property of the estate 7a7 ,on request of the trustee or the ,board1 and after notice and a hearing that shall occur not less than #bd hours after the order for relief1 the court may order a transfer under this section of property of the estate1 and the assignment of executory contracts1 unexpired leases1 and qualified financial contracts of the debtor1 to a bridge company4 ,upon the entry of an order approving such transfer1 any property transferred1 and any executory contracts1 unexpired leases1 and qualified financial contracts assigned under such order shall no longer be property of the estate4 ,except as provided under this section1 the provisions of sections #cfc and #cfe shall apply to a transfer and assignment under this section4 7b7 ,unless the court orders otherwise1 notice of a request for an order under subsection 7a7 shall consist of electronic or telephonic notice of not less than #bd hours to-- 7#a7 the debtor2 7#b7 the holders of the #bj largest secured claims against the debtor2 7#c7 the holders of the #bj largest unsecured claims against the debtor2 7#d7 counterparties to any debt1 executory contract1 unexpired lease1 and qualified financial contract requested to be transferred under this section2 7#e7 the ,board2 7#f7 the ,federal ,deposit ,insurance ,corporation2 7#g7 the ,secretary of the ,treasury and the ,office of the ,comptroller of the ,currency of the ,treasury2 7#h7 the ,securities and ,exchange ,commission2 7#i7 the ,united ,states trustee or bankruptcy administrator2 and 7#aj7 each primary financial regulatory agency1 as defined in section #b7ab7 of the ,dodd-,frank ,wall ,street ,reform and ,consumer ,protection ,act1 with respect to any affiliate the equity securities of which are proposed to be transferred under this section4 7c7 ,the court may not order a transfer under this section unless the court determines1 based upon a preponderance of the evidence1 that-- 7#a7 the transfer under this section is necessary to prevent serious adverse effects on financial stability in the ,united ,states2 7#b7 the transfer does not provide for the assumption of any capital structure debt by the bridge company2 7#c7 the transfer does not provide for the transfer to the bridge company of any property of the estate that is subject to a lien securing a debt1 executory contract1 unexpired lease or agreement of the debtor unless-- 7,a7 7i7 the bridge company assumes such debt1 executory contract1 unexpired lease or agreement1 including any claims arising in respect thereof that would not be allowed secured claims under section #ejf7;a77#a7 and after giving effect to such transfer1 such property remains subject to the lien securing such debt1 executory contract1 unexpired lease or agreement2 and 7ii7 the court has determined that assumption of such debt1 executory contract1 unexpired lease or agreement by the bridge company is in the best interests of the estate2 or 7,b7 such property is being transferred to the bridge company in accordance with the provisions of section #cfc2 7#d7 the transfer does not provide for the assumption by the bridge company of any debt1 executory contract1 unexpired lease or agreement of the debtor secured by a lien on property in which the estate has an interest unless the transfer provides for such property to be transferred to the bridge company in accordance with paragraph 7#c77;,a7 of this subsection2 7#e7 the transfer does not provide for the transfer of the equity of the debtor2 7#f7 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 debt1 executory contract1 qualified financial contract1 or unexpired lease assumed and assigned to the bridge company2 7#g7 the transfer provides for the transfer to a special trustee all of the equity securities in the bridge company and appointment of a special trustee in accordance with section #aahf2 7#h7 after giving effect to the transfer1 adequate provision has been made for the fees1 costs1 and expenses of the estate and special trustee2 and 7#i7 the bridge company will have governing documents1 and initial directors and senior officers1 that are in the best interest of creditors and the estate4 7d7 ,immediately before a transfer under the section1 the bridge company that is the recipient of the transfer shall-- 7#a7 not have any property1 executory contracts1 unexpired leases1 or debts1 other than any property acquired or executory contracts1 unexpired leases1 or debts assumed when acting as a transferee of a transfer under this section2 and 7#b7 have equity securities that are property of the estate1 which may be sold or distributed in accordance with this title4 #aahf4 ,special trustee 7a7 7#a7 ,an order approving a transfer under section #aahe 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 under section #aahe to hold in trust for the sole benefit of the estate1 subject to satisfaction of the special trustee's fees1 costs1 and expenses4 ,the trust of which the special trustee is the trustee shall be a newly formed trust governed by a trust agreement approved by the court as in the best interests of the estate1 and shall exist for the sole purpose of holding and administering1 and shall be permitted to dispose of1 the equity securities of the bridge company in accordance with the trust agreement4 7#b7 ,in connection with the hearing to approve a transfer under section #aahe1 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 consultation4 7b7 ,the trust agreement governing the trust shall provide-- 7#a7 for the payment of the fees1 costs1 expenses1 and indemnities of the special trustee from the assets of the debtor's estate2 7#b7 that the special trustee provide-- 7,a7 quarterly reporting to the estate1 which shall be filed with the court2 and 7,b7 information about the bridge company reasonably requested by a party in interest to prepare a disclosure statement for a plan providing for distribution of any securities of the bridge company if such information is necessary to prepare such disclosure statement2 7#c7 that for as long as the equity securities of the bridge company are held by the trust1 the special trustee shall file a notice with the court in connection with-- 7,a7 any change in a director or senior officer of the bridge company2 7,b7 any modification to the governing documents of the bridge company2 and 7,c7 any material corporate action of the bridge company1 including-- 7i7 recapitalization2 7ii7 a material borrowing2 7iii7 termination of an intercompany debt or guarantee2 7iv7 a transfer of a substantial portion of the assets of the bridge company2 or 7v7 the issuance or sale of any securities of the bridge company2 7#d7 that any sale of any equity securities of the bridge company shall not be consummated until the special trustee consults with the ,federal ,deposit ,insurance ,corporation and the ,board regarding such sale and discloses the results of such consultation with the court2 7#e7 that1 subject to reserves for payments permitted under paragraph 7#a7 provided for in the trust agreement1 the proceeds of the sale of any equity securities of the bridge company by the special trustee be held in trust for the benefit of or transferred to the estate2 7#f7 the process and guidelines for the replacement of the special trustee2 and 7#g7 that the property held in trust by the special trustee is subject to distribution in accordance with subsection 7c74 7c7 7#a7 ,the special trustee shall distribute the assets held in trust-- 7,a7 if the court confirms a plan in the case1 in accordance with the plan on the effective date of the plan2 or 7,b7 if the case is converted to a case under chapter #g1 as ordered by the court4 7#b7 ,as soon as practicable after a final distribution under paragraph 7#a71 the office of the special trustee shall terminate1 except as may be necessary to wind up and conclude the business and financial affairs of the trust4 7d7 ,after a transfer to the special trustee under this section1 the special trustee shall be subject only to applicable nonbankruptcy law1 and the actions and conduct of the special trustee shall no longer be subject to approval by the court in the case under this subchapter4 #aahg4 ,temporary and supplemental automatic stay2 assumed debt 7a7 7#a7 ,a petition filed under section #aahc operates as a stay1 applicable to all entities1 of the termination1 acceleration1 or modification of any debt1 contract1 lease1 or agreement of the kind described in paragraph 7#b71 or of any right or obligation under any such debt1 contract1 lease1 or agreement1 solely because of-- 7,a7 a default by the debtor under any such debt1 contract1 lease1 or agreement2 or 7,b7 a provision in such debt1 contract1 lease1 or agreement1 or in applicable nonbankruptcy law1 that is conditioned on-- 7i7 the insolvency or financial condition of the debtor at any time before the closing of the case2 7ii7 the commencement of a case under this title concerning the debtor2 7iii7 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 case2 or 7iv7 a credit rating agency rating1 or absence or withdrawal of a credit rating agency rating-- 7,i7 of the debtor at any time after the commencement of the case2 7,,ii7 of an affiliate during the period from the commencement of the case until #dh hours after such order is entered2 7,,iii7 of the bridge company while the trustee or the special trustee is a direct or indirect beneficial holder of more than #ej percent of the equity securities of-- 7aa7 the bridge company2 or 7bb7 the affiliate1 if all of the direct or indirect interests in the affiliate that are property of the estate are transferred under section #aahe2 or 7,,iv7 of an affiliate while the trustee or the special trustee is a direct or indirect beneficial holder of more than #ej percent of the equity securities of-- 7aa7 the bridge company2 or 7bb7 the affiliate1 if all of the direct or indirect interests in the affiliate that are property of the estate are transferred under section #aahe4 7#b7 ,a debt1 contract1 lease1 or agreement described in this paragraph is-- 7,a7 any debt 7other than capital structure debt71 executory contract1 or unexpired lease of the debtor 7other than a qualified financial contract72 7,b7 any agreement under which the debtor issued or is obligated for debt 7other than capital structure debt72 7,c7 any debt1 executory contract1 or unexpired lease of an affiliate 7other than a qualified financial contract72 or 7,d7 any agreement under which an affiliate issued or is obligated for debt4 7#c7 ,the stay under this subsection terminates-- 7,a7 for the benefit of the debtor1 upon the earliest of-- 7i7 #dh hours after the commencement of the case2 7ii7 assumption of the debt1 contract1 lease1 or agreement by the bridge company under an order authorizing a transfer under section #aahe2 or 7iii7 a final order of the court denying the request for a transfer under section #aahe2 and 7,b7 for the benefit of an affiliate1 upon the earliest of-- 7i7 the entry of an order authorizing a transfer under section #aahe in which the direct or indirect interests in the affiliate that are property of the estate are not transferred under section #aahe2 7ii7 a final order by the court denying the request for a transfer under section #aahe2 or 7iii7 #dh hours after the commencement of the case if the court has not ordered a transfer under section #aahe4 7#d7 ,subsections 7d71 7e71 7f71 and 7g7 of section #cfb apply to a stay under this subsection4 7b7 ,a debt1 executory contract 7other than a qualified financial contract71 or unexpired lease of the debtor1 or an agreement under which the debtor has issued or is obligated for any debt1 may be assumed by a bridge company in a transfer under section #aahe notwithstanding any provision in an agreement or in applicable nonbankruptcy law that-- 7#a7 prohibits1 restricts1 or conditions the assignment of the debt1 contract1 lease1 or agreement2 or 7#b7 terminates or modifies1 or permits a party other than the debtor to terminate or modify1 the debt1 contract1 lease1 or agreement on account of-- 7,a7 the assignment of the debt1 contract1 lease1 or agreement2 or 7,b7 a change in control of any party to the debt1 contract1 lease1 or agreement4 7c7 7#a7 ,a debt1 contract1 lease1 or agreement of the kind described in subparagraph 7,a7 or 7,b7 of subsection 7a77#b7 may not be terminated or modified1 and any right or obligation under such debt1 contract1 lease1 or agreement may not be terminated or modified1 as to the bridge company solely because of a provision in the debt1 contract1 lease1 or agreement or in applicable nonbankruptcy law-- 7,a7 of the kind described in subsection 7a77#a77;,b7 as applied to the debtor2 7,b7 that prohibits1 restricts1 or conditions the assignment of the debt1 contract1 lease1 or agreement2 or 7,c7 that terminates or modifies1 or permits a party other than the debtor to terminate or modify1 the debt1 contract1 lease or agreement on account of-- 7i7 the assignment of the debt1 contract1 lease1 or agreement2 or 7ii7 a change in control of any party to the debt1 contract1 lease1 or agreement4 7#b7 ,if there is a default by the debtor under a provision other than the kind described in paragraph 7#a7 in a debt1 contract1 lease or agreement of the kind described in subparagraph 7,a7 or 7,b7 of subsection 7a77#b71 the bridge company may assume such debt1 contract1 lease1 or agreement only if the bridge company-- 7,a7 shall cure the default2 7,b7 compensates1 or provides adequate assurance in connection with a transfer under section #aahe that the bridge company will promptly compensate1 a party other than the debtor to the debt1 contract1 lease1 or agreement1 for any actual pecuniary loss to the party resulting from the default2 and 7,c7 provides adequate assurance in connection with a transfer under section #aahe of future performance under the debt1 contract1 lease1 or agreement1 as determined by the court under section #aahe7;c77#d74 #aahh4 ,treatment of qualified financial contracts and affiliate contracts 7a7 ,notwithstanding sections #cfb7;b77#f71 #cfb7;b77#g71 #cfb7;b77#ag71 #cfb7;b77#bg71 #cfb7o71 #eee1 #eef1 #eei1 #efj1 and #efa1 a petition filed under section #aahc operates as a stay1 during the period specified in section #aahg7;a77#c77;,a71 applicable to all entities1 of the exercise of a contractual right-- 7#a7 to cause the modification1 liquidation1 termination1 or acceleration of a qualified financial contract of the debtor or an affiliate2 7#b7 to offset or net out any termination value1 payment amount1 or other transfer obligation arising under or in connection with a qualified financial contract of the debtor or an affiliate2 or 7#c7 under any security agreement or arrangement or other credit enhancement forming a part of or related to a qualified financial contract of the debtor or an affiliate4 7b7 7#a7 ,during the period specified in section #aahg7;a77#c77;,a71 the trustee or the affiliate shall perform all payment and delivery obligations under such qualified financial contract of the debtor or the affiliate1 as the case may be1 that become due after the commencement of the case4 ,the stay provided under subsection 7a7 terminates as to a qualified financial contract of the debtor or an affiliate immediately upon the failure of the trustee or the affiliate1 as the case may be1 to perform any such obligation during such period4 7#b7 ,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 contract1 including during the pendency of the stay provided under subsection 7a71 shall constitute a breach of such qualified financial contract by the counterparty4 7c7 ,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 #aahe unless-- 7#a7 all qualified financial contracts between the entity and the debtor are assigned to and assumed by the bridge company in the transfer under section #aahe2 7#b7 all claims of the entity against the debtor under any qualified financial contract between the entity and the debtor 7other than any claim that1 under the terms of the qualified financial contract1 is subordinated to the claims of general unsecured creditors7 are assigned to and assumed by the bridge company2 7#c7 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 company2 and 7#d7 all property securing or any other credit enhancement furnished by the debtor for any qualified financial contract described in paragraph 7#a7 or any claim described in paragraph 7#b7 or 7#c7 under any qualified financial contract between the entity and the debtor is assigned to and assumed by the bridge company4 7d7 ,notwithstanding any provision of a qualified financial contract or of applicable nonbankruptcy law1 a qualified financial contract of the debtor that is assumed or assigned in a transfer under section #aahe may not be accelerated1 terminated1 or modified1 after the entry of the order approving a transfer under section #aahe1 and any right or obligation under the qualified financial contract may not be accelerated1 terminated1 or modified1 after the entry of the order approving a transfer under section #aahe solely because of a condition described in section #aahg7;c77#a71 other than a condition of the kind specified in section #aahg7;a77#a77;,b77iv77,,iii7 or section #aahg7;b7 that occurs after property of the estate no longer includes a direct beneficial interest or an indirect beneficial interest through the special trustee1 in more than #ej percent of the equity securities of the bridge company4 7e7 ,notwithstanding any provision of any agreement or in applicable nonbankruptcy law1 an agreement of an affiliate 7including an executory contract1 an unexpired lease1 qualified financial contract1 or an agreement under which the affiliate issued or is obligated for debt7 and any right or obligation under such agreement may not be terminated or modified1 solely because of a condition described in section #aahg7;c77#a71 other than a condition of the kind specified in section #aahg7;a77#a77;,b77iv77,,iii7 or section #aahg7;b7 that occurs after the bridge company is no longer a direct or indirect beneficial holder of more than #ej percent of the equity securities of the affiliate1 at any time after the commencement of the case if-- 7#a7 all direct or indirect interests in the affiliate that are property of the estate are transferred under section #aahe to the bridge company within the period specified in subsection 7a72 7#b7 the bridge company assumes-- 7,a7 any guarantee or other credit enhancement issued by the debtor relating to the agreement of the affiliate2 and 7,b7 any right of setoff1 netting arrangement1 or debt of the debtor that directly arises out of or directly relates to the guarantee or credit enhancement2 and 7#c7 any property of the estate that directly serves as collateral for the guarantee or credit enhancement is transferred to the bridge company4 #aahi4 ,licenses1 permits1 and registrations 7a7 ,notwithstanding any otherwise applicable nonbankruptcy law1 if a request is made under section #aahe for a transfer of property of the estate1 any ,federal1 ,state1 or local license1 permit1 or registration that the debtor or an affiliate had immediately before the commencement of the case and that is proposed to be transferred under section #aahe may not be terminated or modified at any time after the request solely on account of-- 7#a7 the insolvency or financial condition of the debtor at any time before the closing of the case2 7#b7 the commencement of a case under this title concerning the debtor2 7#c7 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 case2 or 7#d7 a transfer under section #aahe4 7b7 ,notwithstanding any otherwise applicable nonbankruptcy law1 any ,federal1 ,state1 or local license1 permit1 or registration that the debtor had immediately before the commencement of the case that is included in a transfer under section #aahe shall be valid and all rights and obligations thereunder shall vest in the bridge company4 #aaij4 ,exemption from securities laws ,for purposes of section #aade1 a security of the bridge company shall be deemed to be a security of a successor to the debtor under a plan if the court approves the disclosure statement for the plan as providing adequate information 7as defined in section #aabe7;a77 about the bridge company and the security4 #aaia4 ,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 case1 including any obligation released by the debtor or the estate to or for the benefit of an affiliate1 in contemplation of or in connection with a transfer under section #aahe is not avoidable under section #edd1 #edg1 #edh7;a77#a77;,b71 or #edi1 or under any similar nonbankruptcy law4 #aaib4 ,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 ,states4 4 #d4 ,amendments to title #bh1 ,united ,states ,code 7a7 ,amendment to chapter #ac ,chapter #ac of title #bh1 ,united ,states ,code1 is amended by adding at the end the following3 #bih4 ,judge for a case under subchapter ,v of chapter #aa of title #aa 7a7 ,notwithstanding section #bie1 the ,chief ,justice of the ,united ,states shall designate not fewer than #c judges of the courts of appeals in not fewer than #d circuits to serve on an appellate panel to be available to hear an appeal under section #aahc of title #aa in a case under such title concerning a covered financial corporation4 ,appellate judges may request to be considered by the ,chief ,justice of the ,united ,states for such designation4 7b7 7#a7 ,notwithstanding section #bie1 the ,chief ,justice of the ,united ,states shall designate not fewer than #aj bankruptcy judges to be available to hear a case under subchapter ,v of chapter #aa of title #aa4 ,bankruptcy judges may request to be considered by the ,chief ,justice of the ,united ,states for such designation4 7#b7 ,notwithstanding section #aee1 a case under subchapter ,v of chapter #aa of title #aa shall be heard under section #aeg by a bankruptcy judge designated under paragraph 7#a71 who shall be assigned to hear such case by the chief judge of the court of appeals for the circuit embracing the district in which the case is pending4 ,to the greatest extent practicable1 the approvals required under section #aee should be obtained4 7#c7 ,if the bankruptcy judge assigned to hear a case under paragraph 7#b7 is not assigned to the district in which the case is pending1 the bankruptcy judge shall be temporarily assigned to the district4 7c7 7#a7 ,the court of appeals shall have jurisdiction of appeals from all orders for relief and orders of dismissal under section #aahc of title #aa4 7#b7 ,notwithstanding section #bie1 in an appeal under paragraph 7#a7 in a case under title #aa concerning a covered financial corporation shall be heard by-- 7,a7 #c judges selected from the appellate panel designated under subsection 7a72 or 7,b7 if the #c judges of such panel are not immediately available to hear the case1 #c judges designated under subsection 7a7 from another circuit and assigned by the ,chief ,justice of the ,united ,states to hear the case4 7#c7 ,if any of the judges of the appellate panel specified in paragraph 7#b7 is not assigned to the circuit in which the appeal is pending1 the judges shall be temporarily assigned to the circuit4 7#d7 ,a case under subchapter ,v of chapter #aa of title #aa1 and all proceedings in the case1 shall take place in the district in which the case is pending4 7d7 ,in this section1 the term covered financial corporation has the meaning given that term in section #aja7i;,a7 of title #aa4 4 7b7 ,amendment to section #accd ,section #accd of title #bh1 ,united ,states ,code1 is amended by adding at the end the following3 7f7 ,this section does not grant jurisdiction to the district court after a transfer pursuant to an order under section #aahe of title #aa of any proceeding related to a special trustee appointed1 or to a bridge company formed1 in connection with a case under subchapter ,v of chapter #aa of title #aa4 4 7c7 ,technical and conforming amendment ,the table of sections for chapter #ac of title #bh1 ,united ,states ,code1 is amended by adding at the end the following3 #bih4 ,judge for a case under subchapter ,v of chapter #aa of title #aa4 4 ,december #a1 #bjad ,committed to the ,committee of the ,whole ,house on the ,state of the ,union and ordered to be printed