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Wilcox Legal Group P.C. - 2005 BAPCPA
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Article: How Could It Affect You or Your Business? By Carrie Wilcox

 

SEC. 440. SCHEDULING CONFERENCES.

    Section 105(d) of title 11, United States Code, is amended--
      (1) in the matter preceding paragraph (1), by striking `, may'; and
      (2) by striking paragraph (1) and inserting the following:
      `(1) shall hold such status conferences as are necessary to further the expeditious and economical resolution of the case; and'.

SEC. 441. SERIAL FILER PROVISIONS.

    Section 362 of title 11, United States Code, as amended by sections 106, 305, and 311, is amended--
      (1) in subsection (k), as so redesignated by section 305--
        (A) by striking `An' and inserting `(1) Except as provided in paragraph (2), an'; and
        (B) by adding at the end the following:
    `(2) If such violation is based on an action taken by an entity in the good faith belief that subsection (h) applies to the debtor, the recovery under paragraph (1) of this subsection against such entity shall be limited to actual damages.'; and
      (2) by adding at the end the following:
    `(n)(1) Except as provided in paragraph (2), subsection (a) does not apply in a case in which the debtor--
      `(A) is a debtor in a small business case pending at the time the petition is filed;
      `(B) was a debtor in a small business case that was dismissed for any reason by an order that became final in the 2-year period ending on the date of the order for relief entered with respect to the petition;
      `(C) was a debtor in a small business case in which a plan was confirmed in the 2-year period ending on the date of the order for relief entered with respect to the petition; or
      `(D) is an entity that has acquired substantially all of the assets or business of a small business debtor described in subparagraph (A), (B), or (C), unless such entity establishes by a preponderance of the evidence that such entity acquired substantially all of the assets or business of such small business debtor in good faith and not for the purpose of evading this paragraph.
    `(2) Paragraph (1) does not apply--
      `(A) to an involuntary case involving no collusion by the debtor with creditors; or
      `(B) to the filing of a petition if--
        `(i) the debtor proves by a preponderance of the evidence that the filing of the petition resulted from circumstances beyond the control of the debtor not foreseeable at the time the case then pending was filed; and
        `(ii) it is more likely than not that the court will confirm a feasible plan, but not a liquidating plan, within a reasonable period of time.'.

SEC. 442. EXPANDED GROUNDS FOR DISMISSAL OR CONVERSION AND APPOINTMENT OF TRUSTEE.

    (a) EXPANDED GROUNDS FOR DISMISSAL OR CONVERSION- Section 1112 of title 11, United States Code, is amended by striking subsection (b) and inserting the following:
    `(b)(1) Except as provided in paragraph (2) of this subsection, subsection (c) of this section, and section 1104(a)(3), on request of a party in interest, and after notice and a hearing, absent unusual circumstances specifically identified by the court that establish that the requested conversion or dismissal is not in the best interests of creditors and the estate, the court shall convert a case under this chapter to a case under chapter 7 or dismiss a case under this chapter, whichever is in the best interests of creditors and the estate, if the movant establishes cause.
    `(2) The relief provided in paragraph (1) shall not be granted absent unusual circumstances specifically identified by the court that establish that such relief is not in the best interests of creditors and the estate, if the debtor or another party in interest objects and establishes that--
      `(A) there is a reasonable likelihood that a plan will be confirmed within the timeframes established in sections 1121(e) and 1129(e) of this title, or if such sections do not apply, within a reasonable period of time; and
      `(B) the grounds for granting such relief include an act or omission of the debtor other than under paragraph (4)(A)--
        `(i) for which there exists a reasonable justification for the act or omission; and
        `(ii) that will be cured within a reasonable period of time fixed by the court.
    `(3) The court shall commence the hearing on a motion under this subsection not later than 30 days after filing of the motion, and shall decide the motion not later than 15 days after commencement of such hearing, unless the movant expressly consents to a continuance for a specific period of time or compelling circumstances prevent the court from meeting the time limits established by this paragraph.
    `(4) For purposes of this subsection, the term `cause' includes--
      `(A) substantial or continuing loss to or diminution of the estate and the absence of a reasonable likelihood of rehabilitation;
      `(B) gross mismanagement of the estate;
      `(C) failure to maintain appropriate insurance that poses a risk to the estate or to the public;
      `(D) unauthorized use of cash collateral substantially harmful to 1 or more creditors;
      `(E) failure to comply with an order of the court;
      `(F) unexcused failure to satisfy timely any filing or reporting requirement established by this title or by any rule applicable to a case under this chapter;
      `(G) failure to attend the meeting of creditors convened under section 341(a) or an examination ordered under rule 2004 of the Federal Rules of Bankruptcy Procedure without good cause shown by the debtor;
      `(H) failure timely to provide information or attend meetings reasonably requested by the United States trustee (or the bankruptcy administrator, if any);
      `(I) failure timely to pay taxes owed after the date of the order for relief or to file tax returns due after the date of the order for relief;
      `(J) failure to file a disclosure statement, or to file or confirm a plan, within the time fixed by this title or by order of the court;
      `(K) failure to pay any fees or charges required under chapter 123 of title 28;
      `(L) revocation of an order of confirmation under section 1144;
      `(M) inability to effectuate substantial consummation of a confirmed plan;
      `(N) material default by the debtor with respect to a confirmed plan;
      `(O) termination of a confirmed plan by reason of the occurrence of a condition specified in the plan; and
      `(P) failure of the debtor to pay any domestic support obligation that first becomes payable after the date of the filing of the petition.'.
    (b) ADDITIONAL GROUNDS FOR APPOINTMENT OF TRUSTEE- Section 1104(a) of title 11, United States Code, is amended--
      (1) in paragraph (1), by striking `or' at the end;
      (2) in paragraph (2), by striking the period at the end and inserting `; or'; and
      (3) by adding at the end the following:
      `(3) if grounds exist to convert or dismiss the case under section 1112, but the court determines that the appointment of a trustee or an examiner is in the best interests of creditors and the estate.'.

SEC. 443. STUDY OF OPERATION OF TITLE 11, UNITED STATES CODE, WITH RESPECT TO SMALL BUSINESSES.

    Not later than 2 years after the date of enactment of this Act, the Administrator of the Small Business Administration, in consultation with the Attorney General, the Director of the Executive Office for United States Trustees, and the Director of the Administrative Office of the United States Courts, shall--
      (1) conduct a study to determine--
        (A) the internal and external factors that cause small businesses, especially sole proprietorships, to become debtors in cases under title 11, United States Code, and that cause certain small businesses to successfully complete cases under chapter 11 of such title; and
        (B) how Federal laws relating to bankruptcy may be made more effective and efficient in assisting small businesses to remain viable; and
      (2) submit to the President pro tempore of the Senate and the Speaker of the House of Representatives a report summarizing that study.

SEC. 444. PAYMENT OF INTEREST.

    Section 362(d)(3) of title 11, United States Code, is amended--
      (1) by inserting `or 30 days after the court determines that the debtor is subject to this paragraph, whichever is later' after `90-day period)'; and
      (2) by striking subparagraph (B) and inserting the following:
        `(B) the debtor has commenced monthly payments that--
          `(i) may, in the debtor's sole discretion, notwithstanding section 363(c)(2), be made from rents or other income generated before, on, or after the date of the commencement of the case by or from the property to each creditor whose claim is secured by such real estate (other than a claim secured by a judgment lien or by an unmatured statutory lien); and
          `(ii) are in an amount equal to interest at the then applicable nondefault contract rate of interest on the value of the creditor's interest in the real estate; or'.

SEC. 445. PRIORITY FOR ADMINISTRATIVE EXPENSES.

    Section 503(b) of title 11, United States Code, is amended--
      (1) in paragraph (5), by striking `and' at the end;
      (2) in paragraph (6), by striking the period at the end and inserting a semicolon; and
      (3) by adding at the end the following:
      `(7) with respect to a nonresidential real property lease previously assumed under section 365, and subsequently rejected, a sum equal to all monetary obligations due, excluding those arising from or relating to a failure to operate or a penalty provision, for the period of 2 years following the later of the rejection date or the date of actual turnover of the premises, without reduction or setoff for any reason whatsoever except for sums actually received or to be received from an entity other than the debtor, and the claim for remaining sums due for the balance of the term of the lease shall be a claim under section 502(b)(6);'.

SEC. 446. DUTIES WITH RESPECT TO A DEBTOR WHO IS A PLAN ADMINISTRATOR OF AN EMPLOYEE BENEFIT PLAN.

    (a) IN GENERAL- Section 521(a) of title 11, United States Code, as amended by sections 106 and 304, is amended--
      (1) in paragraph (5), by striking `and' at the end;
      (2) in paragraph (6), by striking the period at the end and inserting `; and'; and
      (3) by adding after paragraph (6) the following:
      `(7) unless a trustee is serving in the case, continue to perform the obligations required of the administrator (as defined in section 3 of the Employee Retirement Income Security Act of 1974) of an employee benefit plan if at the time of the commencement of the case the debtor (or any entity designated by the debtor) served as such administrator.'.
    (b) DUTIES OF TRUSTEES- Section 704(a) of title 11, United States Code, as amended by sections 102 and 219, is amended--
      (1) in paragraph (10), by striking `and' at the end; and
      (2) by adding at the end the following:
      `(11) if, at the time of the commencement of the case, the debtor (or any entity designated by the debtor) served as the administrator (as defined in section 3 of the Employee Retirement Income Security Act of 1974) of an employee benefit plan, continue to perform the obligations required of the administrator; and'.
    (c) CONFORMING AMENDMENT- Section 1106(a)(1) of title 11, United States Code, is amended to read as follows:
      `(1) perform the duties of the trustee, as specified in paragraphs (2), (5), (7), (8), (9), (10), and (11) of section 704;'.

SEC. 447. APPOINTMENT OF COMMITTEE OF RETIRED EMPLOYEES.

    Section 1114(d) of title 11, United States Code, is amended--
      (1) by striking `appoint' and inserting `order the appointment of', and
      (2) by adding at the end the following: `The United States trustee shall appoint any such committee.'.

TITLE V--MUNICIPAL BANKRUPTCY PROVISIONS

SEC. 501. PETITION AND PROCEEDINGS RELATED TO PETITION.

    (a) TECHNICAL AMENDMENT RELATING TO MUNICIPALITIES- Section 921(d) of title 11, United States Code, is amended by inserting `notwithstanding section 301(b)' before the period at the end.
    (b) CONFORMING AMENDMENT- Section 301 of title 11, United States Code, is amended--
      (1) by inserting `(a)' before `A voluntary'; and
      (2) by striking the last sentence and inserting the following:
    `(b) The commencement of a voluntary case under a chapter of this title constitutes an order for relief under such chapter.'.

SEC. 502. APPLICABILITY OF OTHER SECTIONS TO CHAPTER 9.

    Section 901(a) of title 11, United States Code, is amended--
      (1) by inserting `555, 556,' after `553,'; and
      (2) by inserting `559, 560, 561, 562,' after `557,'.

TITLE VI--BANKRUPTCY DATA

SEC. 601. IMPROVED BANKRUPTCY STATISTICS.

    (a) IN GENERAL- Chapter 6 of title 28, United States Code, is amended by adding at the end the following:

`Sec. 159. Bankruptcy statistics

    `(a) The clerk of the district court, or the clerk of the bankruptcy court if one is certified pursuant to section 156(b) of this title, shall collect statistics regarding debtors who are individuals with primarily consumer debts seeking relief under chapters 7, 11, and 13 of title 11. Those statistics shall be in a standardized format prescribed by the Director of the Administrative Office of the United States Courts (referred to in this section as the `Director').
    `(b) The Director shall--
      `(1) compile the statistics referred to in subsection (a);
      `(2) make the statistics available to the public; and
      `(3) not later than July 1, 2008, and annually thereafter, prepare, and submit to Congress a report concerning the information collected under subsection (a) that contains an analysis of the information.
    `(c) The compilation required under subsection (b) shall--
      `(1) be itemized, by chapter, with respect to title 11;
      `(2) be presented in the aggregate and for each district; and
      `(3) include information concerning--
        `(A) the total assets and total liabilities of the debtors described in subsection (a), and in each category of assets and liabilities, as reported in the schedules prescribed pursuant to section 2075 of this title and filed by debtors;
        `(B) the current monthly income, average income, and average expenses of debtors as reported on the schedules and statements that each such debtor files under sections 521 and 1322 of title 11;
        `(C) the aggregate amount of debt discharged in cases filed during the reporting period, determined as the difference between the total amount of debt and obligations of a debtor reported on the schedules and the amount of such debt reported in categories which are predominantly nondischargeable;
        `(D) the average period of time between the date of the filing of the petition and the closing of the case for cases closed during the reporting period;
        `(E) for cases closed during the reporting period--
          `(i) the number of cases in which a reaffirmation agreement was filed; and
          `(ii)(I) the total number of reaffirmation agreements filed;
          `(II) of those cases in which a reaffirmation agreement was filed, the number of cases in which the debtor was not represented by an attorney; and
          `(III) of those cases in which a reaffirmation agreement was filed, the number of cases in which the reaffirmation agreement was approved by the court;
        `(F) with respect to cases filed under chapter 13 of title 11, for the reporting period--
          `(i)(I) the number of cases in which a final order was entered determining the value of property securing a claim in an amount less than the amount of the claim; and
          `(II) the number of final orders entered determining the value of property securing a claim;
          `(ii) the number of cases dismissed, the number of cases dismissed for failure to make payments under the plan, the number of cases refiled after dismissal, and the number of cases in which the plan was completed, separately itemized with respect to the number of modifications made before completion of the plan, if any; and
          `(iii) the number of cases in which the debtor filed another case during the 6-year period preceding the filing;
        `(G) the number of cases in which creditors were fined for misconduct and any amount of punitive damages awarded by the court for creditor misconduct; and
        `(H) the number of cases in which sanctions under rule 9011 of the Federal Rules of Bankruptcy Procedure were imposed against debtor's attorney or damages awarded under such Rule.'.
    (b) CLERICAL AMENDMENT- The table of sections for chapter 6 of title 28, United States Code, is amended by adding at the end the following:
      `159. Bankruptcy statistics.'.
    (c) EFFECTIVE DATE- The amendments made by this section shall take effect 18 months after the date of enactment of this Act.

SEC. 602. UNIFORM RULES FOR THE COLLECTION OF BANKRUPTCY DATA.

    (a) AMENDMENT- Chapter 39 of title 28, United States Code, is amended by adding at the end the following:

`Sec. 589b. Bankruptcy data

    `(a) RULES- The Attorney General shall, within a reasonable time after the effective date of this section, issue rules requiring uniform forms for (and from time to time thereafter to appropriately modify and approve)--
      `(1) final reports by trustees in cases under chapters 7, 12, and 13 of title 11; and
      `(2) periodic reports by debtors in possession or trustees in cases under chapter 11 of title 11.
    `(b) REPORTS- Each report referred to in subsection (a) shall be designed (and the requirements as to place and manner of filing shall be established) so as to facilitate compilation of data and maximum possible access of the public, both by physical inspection at one or more central filing locations, and by electronic access through the Internet or other appropriate media.
    `(c) REQUIRED INFORMATION- The information required to be filed in the reports referred to in subsection (b) shall be that which is in the best interests of debtors and creditors, and in the public interest in reasonable and adequate information to evaluate the efficiency and practicality of the Federal bankruptcy system. In issuing rules proposing the forms referred to in subsection (a), the Attorney General shall strike the best achievable practical balance between--
      `(1) the reasonable needs of the public for information about the operational results of the Federal bankruptcy system;
      `(2) economy, simplicity, and lack of undue burden on persons with a duty to file reports; and
      `(3) appropriate privacy concerns and safeguards.
    `(d) FINAL REPORTS- The uniform forms for final reports required under subsection (a) for use by trustees under chapters 7, 12, and 13 of title 11 shall, in addition to such other matters as are required by law or as the Attorney General in the discretion of the Attorney General shall propose, include with respect to a case under such title--
      `(1) information about the length of time the case was pending;
      `(2) assets abandoned;
      `(3) assets exempted;
      `(4) receipts and disbursements of the estate;
      `(5) expenses of administration, including for use under section 707(b), actual costs of administering cases under chapter 13 of title 11;
      `(6) claims asserted;
      `(7) claims allowed; and
      `(8) distributions to claimants and claims discharged without payment,
    in each case by appropriate category and, in cases under chapters 12 and 13 of title 11, date of confirmation of the plan, each modification thereto, and defaults by the debtor in performance under the plan.
    `(e) PERIODIC REPORTS- The uniform forms for periodic reports required under subsection (a) for use by trustees or debtors in possession under chapter 11 of title 11 shall, in addition to such other matters as are required by law or as the Attorney General in the discretion of the Attorney General shall propose, include--
      `(1) information about the industry classification, published by the Department of Commerce, for the businesses conducted by the debtor;
      `(2) length of time the case has been pending;
      `(3) number of full-time employees as of the date of the order for relief and at the end of each reporting period since the case was filed;
      `(4) cash receipts, cash disbursements and profitability of the debtor for the most recent period and cumulatively since the date of the order for relief;
      `(5) compliance with title 11, whether or not tax returns and tax payments since the date of the order for relief have been timely filed and made;
      `(6) all professional fees approved by the court in the case for the most recent period and cumulatively since the date of the order for relief (separately reported, for the professional fees incurred by or on behalf of the debtor, between those that would have been incurred absent a bankruptcy case and those not); and
      `(7) plans of reorganization filed and confirmed and, with respect thereto, by class, the recoveries of the holders, expressed in aggregate dollar values and, in the case of claims, as a percentage of total claims of the class allowed.'.
    (b) CLERICAL AMENDMENT- The table of sections for chapter 39 of title 28, United States Code, is amended by adding at the end the following:
      `589b. Bankruptcy data.'.

SEC. 603. AUDIT PROCEDURES.

    (a) IN GENERAL-
      (1) ESTABLISHMENT OF PROCEDURES- The Attorney General (in judicial districts served by United States trustees) and the Judicial Conference of the United States (in judicial districts served by bankruptcy administrators) shall establish procedures to determine the accuracy, veracity, and completeness of petitions, schedules, and other information that the debtor is required to provide under sections 521 and 1322 of title 11, United States Code, and, if applicable, section 111 of such title, in cases filed under chapter 7 or 13 of such title in which the debtor is an individual. Such audits shall be in accordance with generally accepted auditing standards and performed by independent certified public accountants or independent licensed public accountants, provided that the Attorney General and the Judicial Conference, as appropriate, may develop alternative auditing standards not later than 2 years after the date of enactment of this Act.
      (2) PROCEDURES- Those procedures required by paragraph (1) shall--
        (A) establish a method of selecting appropriate qualified persons to contract to perform those audits;
        (B) establish a method of randomly selecting cases to be audited, except that not less than 1 out of every 250 cases in each Federal judicial district shall be selected for audit;
        (C) require audits of schedules of income and expenses that reflect greater than average variances from the statistical norm of the district in which the schedules were filed if those variances occur by reason of higher income or higher expenses than the statistical norm of the district in which the schedules were filed; and
        (D) establish procedures for providing, not less frequently than annually, public information concerning the aggregate results of such audits including the percentage of cases, by district, in which a material misstatement of income or expenditures is reported.
    (b) AMENDMENTS- Section 586 of title 28, United States Code, is amended--
      (1) in subsection (a), by striking paragraph (6) and inserting the following:
      `(6) make such reports as the Attorney General directs, including the results of audits performed under section 603(a) of the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005;'; and
      (2) by adding at the end the following:
    `(f)(1) The United States trustee for each district is authorized to contract with auditors to perform audits in cases designated by the United States trustee, in accordance with the procedures established under section 603(a) of the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005.
    `(2)(A) The report of each audit referred to in paragraph (1) shall be filed with the court and transmitted to the United States trustee. Each report shall clearly and conspicuously specify any material misstatement of income or expenditures or of assets identified by the person performing the audit. In any case in which a material misstatement of income or expenditures or of assets has been reported, the clerk of the district court (or the clerk of the bankruptcy court if one is certified under section 156(b) of this title) shall give notice of the misstatement to the creditors in the case.
    `(B) If a material misstatement of income or expenditures or of assets is reported, the United States trustee shall--
      `(i) report the material misstatement, if appropriate, to the United States Attorney pursuant to section 3057 of title 18; and
      `(ii) if advisable, take appropriate action, including but not limited to commencing an adversary proceeding to revoke the debtor's discharge pursuant to section 727(d) of title 11.'.
    (c) AMENDMENTS TO SECTION 521 OF TITLE 11, U.S.C- Section 521(a) of title 11, United States Code, as so designated by section 106, is amended in each of paragraphs (3) and (4) by inserting `or an auditor serving under section 586(f) of title 28' after `serving in the case'.
    (d) AMENDMENTS TO SECTION 727 OF TITLE 11, U.S.C- Section 727(d) of title 11, United States Code, is amended--
      (1) in paragraph (2), by striking `or' at the end;
      (2) in paragraph (3), by striking the period at the end and inserting `; or'; and
      (3) by adding at the end the following:
      `(4) the debtor has failed to explain satisfactorily--
        `(A) a material misstatement in an audit referred to in section 586(f) of title 28; or
        `(B) a failure to make available for inspection all necessary accounts, papers, documents, financial records, files, and all other papers, things, or property belonging to the debtor that are requested for an audit referred to in section 586(f) of title 28.'.
    (e) EFFECTIVE DATE- The amendments made by this section shall take effect 18 months after the date of enactment of this Act.

SEC. 604. SENSE OF CONGRESS REGARDING AVAILABILITY OF BANKRUPTCY DATA.

    It is the sense of Congress that--
      (1) the national policy of the United States should be that all data held by bankruptcy clerks in electronic form, to the extent such data reflects only public records (as defined in section 107 of title 11, United States Code), should be released in a usable electronic form in bulk to the public, subject to such appropriate privacy concerns and safeguards as Congress and the Judicial Conference of the United States may determine; and
      (2) there should be established a bankruptcy data system in which--
        (A) a single set of data definitions and forms are used to collect data nationwide; and
        (B) data for any particular bankruptcy case are aggregated in the same electronic record.

TITLE VII--BANKRUPTCY TAX PROVISIONS

SEC. 701. TREATMENT OF CERTAIN LIENS.

    (a) TREATMENT OF CERTAIN LIENS- Section 724 of title 11, United States Code, is amended--
      (1) in subsection (b), in the matter preceding paragraph (1), by inserting `(other than to the extent that there is a properly perfected unavoidable tax lien arising in connection with an ad valorem tax on real or personal property of the estate)' after `under this title';
      (2) in subsection (b)(2), by inserting `(except that such expenses, other than claims for wages, salaries, or commissions that arise after the date of the filing of the petition, shall be limited to expenses incurred under chapter 7 of this title and shall not include expenses incurred under chapter 11 of this title)' after `507(a)(1)'; and
      (3) by adding at the end the following:
    `(e) Before subordinating a tax lien on real or personal property of the estate, the trustee shall--
      `(1) exhaust the unencumbered assets of the estate; and
      `(2) in a manner consistent with section 506(c), recover from property securing an allowed secured claim the reasonable, necessary costs and expenses of preserving or disposing of such property.
    `(f) Notwithstanding the exclusion of ad valorem tax liens under this section and subject to the requirements of subsection (e), the following may be paid from property of the estate which secures a tax lien, or the proceeds of such property:
      `(1) Claims for wages, salaries, and commissions that are entitled to priority under section 507(a)(4).
      `(2) Claims for contributions to an employee benefit plan entitled to priority under section 507(a)(5).'.
    (b) DETERMINATION OF TAX LIABILITY- Section 505(a)(2) of title 11, United States Code, is amended--
      (1) in subparagraph (A), by striking `or' at the end;
      (2) in subparagraph (B), by striking the period at the end and inserting `; or'; and
      (3) by adding at the end the following:
      `(C) the amount or legality of any amount arising in connection with an ad valorem tax on real or personal property of the estate, if the applicable period for contesting or redetermining that amount under any law (other than a bankruptcy law) has expired.'.

SEC. 702. TREATMENT OF FUEL TAX CLAIMS.

    Section 501 of title 11, United States Code, is amended by adding at the end the following:
    `(e) A claim arising from the liability of a debtor for fuel use tax assessed consistent with the requirements of section 31705 of title 49 may be filed by the base jurisdiction designated pursuant to the International Fuel Tax Agreement (as defined in section 31701 of title 49) and, if so filed, shall be allowed as a single claim.'.

SEC. 703. NOTICE OF REQUEST FOR A DETERMINATION OF TAXES.

    Section 505(b) of title 11, United States Code, is amended--
      (1) in the first sentence, by inserting `at the address and in the manner designated in paragraph (1)' after `determination of such tax';
      (2) by striking `(1) upon payment' and inserting `(A) upon payment';
      (3) by striking `(A) such governmental unit' and inserting `(i) such governmental unit';
      (4) by striking `(B) such governmental unit' and inserting `(ii) such governmental unit';
      (5) by striking `(2) upon payment' and inserting `(B) upon payment';
      (6) by striking `(3) upon payment' and inserting `(C) upon payment';
      (7) by striking `(b)' and inserting `(2)'; and
      (8) by inserting before paragraph (2), as so designated, the following:
    `(b)(1)(A) The clerk shall maintain a list under which a Federal, State, or local governmental unit responsible for the collection of taxes within the district may--
      `(i) designate an address for service of requests under this subsection; and
      `(ii) describe where further information concerning additional requirements for filing such requests may be found.
    `(B) If such governmental unit does not designate an address and provide such address to the clerk under subparagraph (A), any request made under this subsection may be served at the address for the filing of a tax return or protest with the appropriate taxing authority of such governmental unit.'.

SEC. 704. RATE OF INTEREST ON TAX CLAIMS.

    (a) IN GENERAL- Subchapter I of chapter 5 of title 11, United States Code, is amended by adding at the end the following:

`Sec. 511. Rate of interest on tax claims

    `(a) If any provision of this title requires the payment of interest on a tax claim or on an administrative expense tax, or the payment of interest to enable a creditor to receive the present value of the allowed amount of a tax claim, the rate of interest shall be the rate determined under applicable nonbankruptcy law.
    `(b) In the case of taxes paid under a confirmed plan under this title, the rate of interest shall be determined as of the calendar month in which the plan is confirmed.'.
    (b) CLERICAL AMENDMENT- The table of sections for subchapter I of chapter 5 of title 11, United States Code, is amended by adding at the end the following:
      `511. Rate of interest on tax claims.'.

SEC. 705. PRIORITY OF TAX CLAIMS.

    Section 507(a)(8) of title 11, United States Code, is amended--
      (1) in subparagraph (A)--
        (A) in the matter preceding clause (i), by inserting `for a taxable year ending on or before the date of the filing of the petition' after `gross receipts';
        (B) in clause (i), by striking `for a taxable year ending on or before the date of the filing of the petition'; and
        (C) by striking clause (ii) and inserting the following:
          `(ii) assessed within 240 days before the date of the filing of the petition, exclusive of--
            `(I) any time during which an offer in compromise with respect to that tax was pending or in effect during that 240-day period, plus 30 days; and
            `(II) any time during which a stay of proceedings against collections was in effect in a prior case under this title during that 240-day period, plus 90 days.'; and
      (2) by adding at the end the following:
      `An otherwise applicable time period specified in this paragraph shall be suspended for any period during which a governmental unit is prohibited under applicable nonbankruptcy law from collecting a tax as a result of a request by the debtor for a hearing and an appeal of any collection action taken or proposed against the debtor, plus 90 days; plus any time during which the stay of proceedings was in effect in a prior case under this title or during which collection was precluded by the existence of 1 or more confirmed plans under this title, plus 90 days.'.

SEC. 706. PRIORITY PROPERTY TAXES INCURRED.

    Section 507(a)(8)(B) of title 11, United States Code, is amended by striking `assessed' and inserting `incurred'.

SEC. 707. NO DISCHARGE OF FRAUDULENT TAXES IN CHAPTER 13.

    Section 1328(a)(2) of title 11, United States Code, as amended by section 314, is amended by striking `paragraph' and inserting `section 507(a)(8)(C) or in paragraph (1)(B), (1)(C),'.

SEC. 708. NO DISCHARGE OF FRAUDULENT TAXES IN CHAPTER 11.

    Section 1141(d) of title 11, United States Code, as amended by sections 321 and 330, is amended by adding at the end the following:
    `(6) Notwithstanding paragraph (1), the confirmation of a plan does not discharge a debtor that is a corporation from any debt--
      `(A) of a kind specified in paragraph (2)(A) or (2)(B) of section 523(a) that is owed to a domestic governmental unit, or owed to a person as the result of an action filed under subchapter III of chapter 37 of title 31 or any similar State statute; or
      `(B) for a tax or customs duty with respect to which the debtor--
        `(i) made a fraudulent return; or
        `(ii) willfully attempted in any manner to evade or to defeat such tax or such customs duty.'.

SEC. 709. STAY OF TAX PROCEEDINGS LIMITED TO PREPETITION TAXES.

    Section 362(a)(8) of title 11, United States Code, is amended by striking `the debtor' and inserting `a corporate debtor's tax liability for a taxable period the bankruptcy court may determine or concerning the tax liability of a debtor who is an individual for a taxable period ending before the date of the order for relief under this title'.

SEC. 710. PERIODIC PAYMENT OF TAXES IN CHAPTER 11 CASES.

    Section 1129(a)(9) of title 11, United States Code, is amended--
      (1) in subparagraph (B), by striking `and' at the end;
      (2) in subparagraph (C), by striking `deferred cash payments,' and all that follows through the end of the subparagraph, and inserting `regular installment payments in cash--
          `(i) of a total value, as of the effective date of the plan, equal to the allowed amount of such claim;
          `(ii) over a period ending not later than 5 years after the date of the order for relief under section 301, 302, or 303; and
          `(iii) in a manner not less favorable than the most favored nonpriority unsecured claim provided for by the plan (other than cash payments made to a class of creditors under section 1122(b)); and'; and
      (3) by adding at the end the following:
        `(D) with respect to a secured claim which would otherwise meet the description of an unsecured claim of a governmental unit under section 507(a)(8), but for the secured status of that claim, the holder of that claim will receive on account of that claim, cash payments, in the same manner and over the same period, as prescribed in subparagraph (C).'.

SEC. 711. AVOIDANCE OF STATUTORY TAX LIENS PROHIBITED.

    Section 545(2) of title 11, United States Code, is amended by inserting before the semicolon at the end the following: `, except in any case in which a purchaser is a purchaser described in section 6323 of the Internal Revenue Code of 1986, or in any other similar provision of State or local law'.

SEC. 712. PAYMENT OF TAXES IN THE CONDUCT OF BUSINESS.

    (a) PAYMENT OF TAXES REQUIRED- Section 960 of title 28, United States Code, is amended--
      (1) by inserting `(a)' before `Any'; and
      (2) by adding at the end the following:
    `(b) A tax under subsection (a) shall be paid on or before the due date of the tax under applicable nonbankruptcy law, unless--
      `(1) the tax is a property tax secured by a lien against property that is abandoned under section 554 of title 11, within a reasonable period of time after the lien attaches, by the trustee in a case under title 11; or
      `(2) payment of the tax is excused under a specific provision of title 11.
    `(c) In a case pending under chapter 7 of title 11, payment of a tax may be deferred until final distribution is made under section 726 of title 11, if--
      `(1) the tax was not incurred by a trustee duly appointed or elected under chapter 7 of title 11; or
      `(2) before the due date of the tax, an order of the court makes a finding of probable insufficiency of funds of the estate to pay in full the administrative expenses allowed under section 503(b) of title 11 that have the same priority in distribution under section 726(b) of title 11 as the priority of that tax.'.
    (b) PAYMENT OF AD VALOREM TAXES REQUIRED- Section 503(b)(1)(B)(i) of title 11, United States Code, is amended by inserting `whether secured or unsecured, including property taxes for which liability is in rem, in personam, or both,' before `except'.
    (c) REQUEST FOR PAYMENT OF ADMINISTRATIVE EXPENSE TAXES ELIMINATED- Section 503(b)(1) of title 11, United States Code, is amended--
      (1) in subparagraph (B), by striking `and' at the end;
      (2) in subparagraph (C), by adding `and' at the end; and
      (3) by adding at the end the following:
      `(D) notwithstanding the requirements of subsection (a), a governmental unit shall not be required to file a request for the payment of an expense described in subparagraph (B) or (C), as a condition of its being an allowed administrative expense;'.
    (d) PAYMENT OF TAXES AND FEES AS SECURED CLAIMS- Section 506 of title 11, United States Code, is amended--
      (1) in subsection (b), by inserting `or State statute' after `agreement'; and
      (2) in subsection (c), by inserting `, including the payment of all ad valorem property taxes with respect to the property' before the period at the end.

SEC. 713. TARDILY FILED PRIORITY TAX CLAIMS.

    Section 726(a)(1) of title 11, United States Code, is amended by striking `before the date on which the trustee commences distribution under this section;' and inserting the following: `on or before the earlier of--
        `(A) the date that is 10 days after the mailing to creditors of the summary of the trustee's final report; or
        `(B) the date on which the trustee commences final distribution under this section;'.

SEC. 714. INCOME TAX RETURNS PREPARED BY TAX AUTHORITIES.

    Section 523(a) of title 11, United States Code, as amended by sections 215 and 224, is amended--
      (1) in paragraph (1)(B)--
        (A) in the matter preceding clause (i), by inserting `or equivalent report or notice,' after `a return,';
        (B) in clause (i), by inserting `or given' after `filed'; and
        (C) in clause (ii)--
          (i) by inserting `or given' after `filed'; and
          (ii) by inserting `, report, or notice' after `return'; and
      (2) by adding at the end the following:
    `For purposes of this subsection, the term `return' means a return that satisfies the requirements of applicable nonbankruptcy law (including applicable filing requirements). Such term includes a return prepared pursuant to section 6020(a) of the Internal Revenue Code of 1986, or similar State or local law, or a written stipulation to a judgment or a final order entered by a nonbankruptcy tribunal, but does not include a return made pursuant to section 6020(b) of the Internal Revenue Code of 1986, or a similar State or local law.'.

SEC. 715. DISCHARGE OF THE ESTATE'S LIABILITY FOR UNPAID TAXES.

    Section 505(b)(2) of title 11, United States Code, as amended by section 703, is amended by inserting `the estate,' after `misrepresentation,'.

SEC. 716. REQUIREMENT TO FILE TAX RETURNS TO CONFIRM CHAPTER 13 PLANS.

    (a) FILING OF PREPETITION TAX RETURNS REQUIRED FOR PLAN CONFIRMATION- Section 1325(a) of title 11, United States Code, as amended by sections 102, 213, and 306, is amended by inserting after paragraph (8) the following:
      `(9) the debtor has filed all applicable Federal, State, and local tax returns as required by section 1308.'.
    (b) ADDITIONAL TIME PERMITTED FOR FILING TAX RETURNS-
      (1) IN GENERAL- Subchapter I of chapter 13 of title 11, United States Code, is amended by adding at the end the following:

`Sec. 1308. Filing of prepetition tax returns

    `(a) Not later than the day before the date on which the meeting of the creditors is first scheduled to be held under section 341(a), if the debtor was required to file a tax return under applicable nonbankruptcy law, the debtor shall file with appropriate tax authorities all tax returns for all taxable periods ending during the 4-year period ending on the date of the filing of the petition.
    `(b)(1) Subject to paragraph (2), if the tax returns required by subsection (a) have not been filed by the date on which the meeting of creditors is first scheduled to be held under section 341(a), the trustee may hold open that meeting for a reasonable period of time to allow the debtor an additional period of time to file any unfiled returns, but such additional period of time shall not extend beyond--
      `(A) for any return that is past due as of the date of the filing of the petition, the date that is 120 days after the date of that meeting; or
      `(B) for any return that is not past due as of the date of the filing of the petition, the later of--
        `(i) the date that is 120 days after the date of that meeting; or
        `(ii) the date on which the return is due under the last automatic extension of time for filing that return to which the debtor is entitled, and for which request is timely made, in accordance with applicable nonbankruptcy law.
    `(2) After notice and a hearing, and order entered before the tolling of any applicable filing period determined under this subsection, if the debtor demonstrates by a preponderance of the evidence that the failure to file a return as required under this subsection is attributable to circumstances beyond the control of the debtor, the court may extend the filing period established by the trustee under this subsection for--
      `(A) a period of not more than 30 days for returns described in paragraph (1); and
      `(B) a period not to extend after the applicable extended due date for a return described in paragraph (2).
    `(c) For purposes of this section, the term `return' includes a return prepared pursuant to subsection (a) or (b) of section 6020 of the Internal Revenue Code of 1986, or a similar State or local law, or a written stipulation to a judgment or a final order entered by a nonbankruptcy tribunal.'.
      (2) CONFORMING AMENDMENT- The table of sections for subchapter I of chapter 13 of title 11, United States Code, is amended by adding at the end the following:
      `1308. Filing of prepetition tax returns.'.
    (c) DISMISSAL OR CONVERSION ON FAILURE TO COMPLY- Section 1307 of title 11, United States Code, is amended--
      (1) by redesignating subsections (e) and (f) as subsections (f) and (g), respectively; and
      (2) by inserting after subsection (d) the following:
    `(e) Upon the failure of the debtor to file a tax return under section 1308, on request of a party in interest or the United States trustee and after notice and a hearing, the court shall dismiss a case or convert a case under this chapter to a case under chapter 7 of this title, whichever is in the best interest of the creditors and the estate.'.
    (d) TIMELY FILED CLAIMS- Section 502(b)(9) of title 11, United States Code, is amended by inserting before the period at the end the following: `, and except that in a case under chapter 13, a claim of a governmental unit for a tax with respect to a return filed under section 1308 shall be timely if the claim is filed on or before the date that is 60 days after the date on which such return was filed as required'.
    (e) RULES FOR OBJECTIONS TO CLAIMS AND TO CONFIRMATION- It is the sense of Congress that the Judicial Conference of the United States should, as soon as practicable after the date of enactment of this Act, propose amended Federal Rules of Bankruptcy Procedure that provide--
      (1) notwithstanding the provisions of Rule 3015(f), in cases under chapter 13 of title 11, United States Code, that an objection to the confirmation of a plan filed by a governmental unit on or before the date that is 60 days after the date on which the debtor files all tax returns required under sections 1308 and 1325(a)(7) of title 11, United States Code, shall be treated for all purposes as if such objection had been timely filed before such confirmation; and
      (2) in addition to the provisions of Rule 3007, in a case under chapter 13 of title 11, United States Code, that no objection to a claim for a tax with respect to which a return is required to be filed under section 1308 of title 11, United States Code, shall be filed until such return has been filed as required.

SEC. 717. STANDARDS FOR TAX DISCLOSURE.

    Section 1125(a)(1) of title 11, United States Code, is amended--
      (1) by inserting `including a discussion of the potential material Federal tax consequences of the plan to the debtor, any successor to the debtor, and a hypothetical investor typical of the holders of claims or interests in the case,' after `records,'; and
      (2) by striking `a hypothetical reasonable investor typical of holders of claims or interests' and inserting `such a hypothetical investor'.

SEC. 718. SETOFF OF TAX REFUNDS.

    Section 362(b) of title 11, United States Code, as amended by sections 224, 303, 311, and 401, is amended by inserting after paragraph (25) the following:
      `(26) under subsection (a), of the setoff under applicable nonbankruptcy law of an income tax refund, by a governmental unit, with respect to a taxable period that ended before the date of the order for relief against an income tax liability for a taxable period that also ended before the date of the order for relief, except that in any case in which the setoff of an income tax refund is not permitted under applicable nonbankruptcy law because of a pending action to determine the amount or legality of a tax liability, the governmental unit may hold the refund pending the resolution of the action, unless the court, on the motion of the trustee and after notice and a hearing, grants the taxing authority adequate protection (within the meaning of section 361) for the secured claim of such authority in the setoff under section 506(a);'.

SEC. 719. SPECIAL PROVISIONS RELATED TO THE TREATMENT OF STATE AND LOCAL TAXES.

    (a) IN GENERAL-
      (1) SPECIAL PROVISIONS- Section 346 of title 11, United States Code, is amended to read as follows:

`Sec. 346. Special provisions related to the treatment of State and local taxes

    `(a) Whenever the Internal Revenue Code of 1986 provides that a separate taxable estate or entity is created in a case concerning a debtor under this title, and the income, gain, loss, deductions, and credits of such estate shall be taxed to or claimed by the estate, a separate taxable estate is also created for purposes of any State and local law imposing a tax on or measured by income and such income, gain, loss, deductions, and credits shall be taxed to or claimed by the estate and may not be taxed to or claimed by the debtor. The preceding sentence shall not apply if the case is dismissed. The trustee shall make tax returns of income required under any such State or local law.
    `(b) Whenever the Internal Revenue Code of 1986 provides that no separate taxable estate shall be created in a case concerning a debtor under this title, and the income, gain, loss, deductions, and credits of an estate shall be taxed to or claimed by the debtor, such income, gain, loss, deductions, and credits shall be taxed to or claimed by the debtor under a State or local law imposing a tax on or measured by income and may not be taxed to or claimed by the estate. The trustee shall make such tax returns of income of corporations and of partnerships as are required under any State or local law, but with respect to partnerships, shall make such returns only to the extent such returns are also required to be made under such Code. The estate shall be liable for any tax imposed on such corporation or partnership, but not for any tax imposed on partners or members.
    `(c) With respect to a partnership or any entity treated as a partnership under a State or local law imposing a tax on or measured by income that is a debtor in a case under this title, any gain or loss resulting from a distribution of property from such partnership, or any distributive share of any income, gain, loss, deduction, or credit of a partner or member that is distributed, or considered distributed, from such partnership, after the commencement of the case, is gain, loss, income, deduction, or credit, as the case may be, of the partner or member, and if such partner or member is a debtor in a case under this title, shall be subject to tax in accordance with subsection (a) or (b).
    `(d) For purposes of any State or local law imposing a tax on or measured by income, the taxable period of a debtor in a case under this title shall terminate only if and to the extent that the taxable period of such debtor terminates under the Internal Revenue Code of 1986.
    `(e) The estate in any case described in subsection (a) shall use the same accounting method as the debtor used immediately before the commencement of the case, if such method of accounting complies with applicable nonbankruptcy tax law.
    `(f) For purposes of any State or local law imposing a tax on or measured by income, a transfer of property from the debtor to the estate or from the estate to the debtor shall not be treated as a disposition for purposes of any provision assigning tax consequences to a disposition, except to the extent that such transfer is treated as a disposition under the Internal Revenue Code of 1986.
    `(g) Whenever a tax is imposed pursuant to a State or local law imposing a tax on or measured by income pursuant to subsection (a) or (b), such tax shall be imposed at rates generally applicable to the same types of entities under such State or local law.
    `(h) The trustee shall withhold from any payment of claims for wages, salaries, commissions, dividends, interest, or other payments, or collect, any amount required to be withheld or collected under applicable State or local tax law, and shall pay such withheld or collected amount to the appropriate governmental unit at the time and in the manner required by such tax law, and with the same priority as the claim from which such amount was withheld or collected was paid.
    `(i)(1) To the extent that any State or local law imposing a tax on or measured by income provides for the carryover of any tax attribute from one taxable period to a subsequent taxable period, the estate shall succeed to such tax attribute in any case in which such estate is subject to tax under subsection (a).
    `(2) After such a case is closed or dismissed, the debtor shall succeed to any tax attribute to which the estate succeeded under paragraph (1) to the extent consistent with the Internal Revenue Code of 1986.
    `(3) The estate may carry back any loss or tax attribute to a taxable period of the debtor that ended before the date of the order for relief under this title to the extent that--
      `(A) applicable State or local tax law provides for a carryback in the case of the debtor; and
      `(B) the same or a similar tax attribute may be carried back by the estate to such a taxable period of the debtor under the Internal Revenue Code of 1986.
    `(j)(1) For purposes of any State or local law imposing a tax on or measured by income, income is not realized by the estate, the debtor, or a successor to the debtor by reason of discharge of indebtedness in a case under this title, except to the extent, if any, that such income is subject to tax under the Internal Revenue Code of 1986.
    `(2) Whenever the Internal Revenue Code of 1986 provides that the amount excluded from gross income in respect of the discharge of indebtedness in a case under this title shall be applied to reduce the tax attributes of the debtor or the estate, a similar reduction shall be made under any State or local law imposing a tax on or measured by income to the extent such State or local law recognizes such attributes. Such State or local law may also provide for the reduction of other attributes to the extent that the full amount of income from the discharge of indebtedness has not been applied.
    `(k)(1) Except as provided in this section and section 505, the time and manner of filing tax returns and the items of income, gain, loss, deduction, and credit of any taxpayer shall be determined under applicable nonbankruptcy law.
    `(2) For Federal tax purposes, the provisions of this section are subject to the Internal Revenue Code of 1986 and other applicable Federal nonbankruptcy law.'.
      (2) CLERICAL AMENDMENT- The table of sections for chapter 3 of title 11, United States Code, is amended by striking the item relating to section 346 and inserting the following:
      `346. Special provisions related to the treatment of State and local taxes.'.
    (b) CONFORMING AMENDMENTS- Title 11 of the United States Code is amended--
      (1) by striking section 728;
      (2) in the table of sections for chapter 7 by striking the item relating to section 728;
      (3) in section 1146--
        (A) by striking subsections (a) and (b); and
        (B) by redesignating subsections (c) and (d) as subsections (a) and (b), respectively; and
      (4) in section 1231--
        (A) by striking subsections (a) and (b); and
        (B) by redesignating subsections (c) and (d) as subsections (a) and (b), respectively.

SEC. 720. DISMISSAL FOR FAILURE TO TIMELY FILE TAX RETURNS.

    Section 521 of title 11, United States Code, as amended by sections 106, 225, 305, 315, and 316, is amended by adding at the end the following:
    `(j)(1) Notwithstanding any other provision of this title, if the debtor fails to file a tax return that becomes due after the commencement of the case or to properly obtain an extension of the due date for filing such return, the taxing authority may request that the court enter an order converting or dismissing the case.
    `(2) If the debtor does not file the required return or obtain the extension referred to in paragraph (1) within 90 days after a request is filed by the taxing authority under that paragraph, the court shall convert or dismiss the case, whichever is in the best interests of creditors and the estate.'.

TITLE VIII--ANCILLARY AND OTHER CROSS-BORDER CASES

SEC. 801. AMENDMENT TO ADD CHAPTER 15 TO TITLE 11, UNITED STATES CODE.

    (a) IN GENERAL- Title 11, United States Code, is amended by inserting after chapter 13 the following:

`CHAPTER 15--ANCILLARY AND OTHER CROSS-BORDER CASES

`Sec.
      `1501. Purpose and scope of application.

`SUBCHAPTER I--GENERAL PROVISIONS

      `1502. Definitions.
      `1503. International obligations of the United States.
      `1504. Commencement of ancillary case.
      `1505. Authorization to act in a foreign country.
      `1506. Public policy exception.
      `1507. Additional assistance.
      `1508. Interpretation.

`SUBCHAPTER II--ACCESS OF FOREIGN REPRESENTATIVES AND CREDITORS TO THE COURT

      `1509. Right of direct access.
      `1510. Limited jurisdiction.
      `1511. Commencement of case under section 301 or 303.
      `1512. Participation of a foreign representative in a case under this title.
      `1513. Access of foreign creditors to a case under this title.
      `1514. Notification to foreign creditors concerning a case under this title.

`SUBCHAPTER III--RECOGNITION OF A FOREIGN PROCEEDING AND RELIEF

      `1515. Application for recognition.
      `1516. Presumptions concerning recognition.
      `1517. Order granting recognition.
      `1518. Subsequent information.
      `1519. Relief that may be granted upon filing petition for recognition.
      `1520. Effects of recognition of a foreign main proceeding.
      `1521. Relief that may be granted upon recognition.
      `1522. Protection of creditors and other interested persons.
      `1523. Actions to avoid acts detrimental to creditors.
      `1524. Intervention by a foreign representative.

`SUBCHAPTER IV--COOPERATION WITH FOREIGN COURTS AND FOREIGN REPRESENTATIVES

      `1525. Cooperation and direct communication between the court and foreign courts or foreign representatives.
      `1526. Cooperation and direct communication between the trustee and foreign courts or foreign representatives.
      `1527. Forms of cooperation.

`SUBCHAPTER V--CONCURRENT PROCEEDINGS

      `1528. Commencement of a case under this title after recognition of a foreign main proceeding.
      `1529. Coordination of a case under this title and a foreign proceeding.
      `1530. Coordination of more than 1 foreign proceeding.
      `1531. Presumption of insolvency based on recognition of a foreign main proceeding.
      `1532. Rule of payment in concurrent proceedings.

`Sec. 1501. Purpose and scope of application

    `(a) The purpose of this chapter is to incorporate the Model Law on Cross-Border Insolvency so as to provide effective mechanisms for dealing with cases of cross-border insolvency with the objectives of--
      `(1) cooperation between--
        `(A) courts of the United States, United States trustees, trustees, examiners, debtors, and debtors in possession; and
        `(B) the courts and other competent authorities of foreign countries involved in cross-border insolvency cases;
      `(2) greater legal certainty for trade and investment;
      `(3) fair and efficient administration of cross-border insolvencies that protects the interests of all creditors, and other interested entities, including the debtor;
      `(4) protection and maximization of the value of the debtor's assets; and
      `(5) facilitation of the rescue of financially troubled businesses, thereby protecting investment and preserving employment.
    `(b) This chapter applies where--
      `(1) assistance is sought in the United States by a foreign court or a foreign representative in connection with a foreign proceeding;
      `(2) assistance is sought in a foreign country in connection with a case under this title;
      `(3) a foreign proceeding and a case under this title with respect to the same debtor are pending concurrently; or
      `(4) creditors or other interested persons in a foreign country have an interest in requesting the commencement of, or participating in, a case or proceeding under this title.
    `(c) This chapter does not apply to--
      `(1) a proceeding concerning an entity, other than a foreign insurance company, identified by exclusion in section 109(b);
      `(2) an individual, or to an individual and such individual's spouse, who have debts within the limits specified in section 109(e) and who are citizens of the United States or aliens lawfully admitted for permanent residence in the United States; or
      `(3) an entity subject to a proceeding under the Securities Investor Protection Act of 1970, a stockbroker subject to subchapter III of chapter 7 of this title, or a commodity broker subject to subchapter IV of chapter 7 of this title.
    `(d) The court may not grant relief under this chapter with respect to any deposit, escrow, trust fund, or other security required or permitted under any applicable State insurance law or regulation for the benefit of claim holders in the United States.

`SUBCHAPTER I--GENERAL PROVISIONS

`Sec. 1502. Definitions

    `For the purposes of this chapter, the term--
      `(1) `debtor' means an entity that is the subject of a foreign proceeding;
      `(2) `establishment' means any place of operations where the debtor carries out a nontransitory economic activity;
      `(3) `foreign court' means a judicial or other authority competent to control or supervise a foreign proceeding;
      `(4) `foreign main proceeding' means a foreign proceeding pending in the country where the debtor has the center of its main interests;
      `(5) `foreign nonmain proceeding' means a foreign proceeding, other than a foreign main proceeding, pending in a country where the debtor has an establishment;
      `(6) `trustee' includes a trustee, a debtor in possession in a case under any chapter of this title, or a debtor under chapter 9 of this title;
      `(7) `recognition' means the entry of an order granting recognition of a foreign main proceeding or foreign nonmain proceeding under this chapter; and
      `(8) `within the territorial jurisdiction of the United States', when used with reference to property of a debtor, refers to tangible property located within the territory of the United States and intangible property deemed under applicable nonbankruptcy law to be located within that territory, including any property subject to attachment or garnishment that may properly be seized or garnished by an action in a Federal or State court in the United States.

`Sec. 1503. International obligations of the United States

    `To the extent that this chapter conflicts with an obligation of the United States arising out of any treaty or other form of agreement to which it is a party with one or more other countries, the requirements of the treaty or agreement prevail.

`Sec. 1504. Commencement of ancillary case

    `A case under this chapter is commenced by the filing of a petition for recognition of a foreign proceeding under section 1515.

`Sec. 1505. Authorization to act in a foreign country

    `A trustee or another entity (including an examiner) may be authorized by the court to act in a foreign country on behalf of an estate created under section 541. An entity authorized to act under this section may act in any way permitted by the applicable foreign law.

`Sec. 1506. Public policy exception

    `Nothing in this chapter prevents the court from refusing to take an action governed by this chapter if the action would be manifestly contrary to the public policy of the United States.

`Sec. 1507. Additional assistance

    `(a) Subject to the specific limitations stated elsewhere in this chapter the court, if recognition is granted, may provide additional assistance to a foreign representative under this title or under other laws of the United States.
    `(b) In determining whether to provide additional assistance under this title or under other laws of the United States, the court shall consider whether such additional assistance, consistent with the principles of comity, will reasonably assure--
      `(1) just treatment of all holders of claims against or interests in the debtor's property;
      `(2) protection of claim holders in the United States against prejudice and inconvenience in the processing of claims in such foreign proceeding;
      `(3) prevention of preferential or fraudulent dispositions of property of the debtor;
      `(4) distribution of proceeds of the debtor's property substantially in accordance with the order prescribed by this title; and
      `(5) if appropriate, the provision of an opportunity for a fresh start for the individual that such foreign proceeding concerns.

`Sec. 1508. Interpretation

    `In interpreting this chapter, the court shall consider its international origin, and the need to promote an application of this chapter that is consistent with the application of similar statutes adopted by foreign jurisdictions.

`SUBCHAPTER II--ACCESS OF FOREIGN REPRESENTATIVES AND CREDITORS TO THE COURT

`Sec. 1509. Right of direct access

    `(a) A foreign representative may commence a case under section 1504 by filing directly with the court a petition for recognition of a foreign proceeding under section 1515.
    `(b) If the court grants recognition under section 1517, and subject to any limitations that the court may impose consistent with the policy of this chapter--
      `(1) the foreign representative has the capacity to sue and be sued in a court in the United States;
      `(2) the foreign representative may apply directly to a court in the United States for appropriate relief in that court; and
      `(3) a court in the United States shall grant comity or cooperation to the foreign representative.
    `(c) A request for comity or cooperation by a foreign representative in a court in the United States other than the court which granted recognition shall be accompanied by a certified copy of an order granting recognition under section 1517.
    `(d) If the court denies recognition under this chapter, the court may issue any appropriate order necessary to prevent the foreign representative from obtaining comity or cooperation from courts in the United States.
    `(e) Whether or not the court grants recognition, and subject to sections 306 and 1510, a foreign representative is subject to applicable nonbankruptcy law.
    `(f) Notwithstanding any other provision of this section, the failure of a foreign representative to commence a case or to obtain recognition under this chapter does not affect any right the foreign representative may have to sue in a court in the United States to collect or recover a claim which is the property of the debtor.

`Sec. 1510. Limited jurisdiction

    `The sole fact that a foreign representative files a petition under section 1515 does not subject the foreign representative to the jurisdiction of any court in the United States for any other purpose.

`Sec. 1511. Commencement of case under section 301 or 303

    `(a) Upon recognition, a foreign representative may commence--
      `(1) an involuntary case under section 303; or
      `(2) a voluntary case under section 301 or 302, if the foreign proceeding is a foreign main proceeding.
    `(b) The petition commencing a case under subsection (a) must be accompanied by a certified copy of an order granting recognition. The court where the petition for recognition has been filed must be advised of the foreign representative's intent to commence a case under subsection (a) prior to such commencement.

`Sec. 1512. Participation of a foreign representative in a case under this title

    `Upon recognition of a foreign proceeding, the foreign representative in the recognized proceeding is entitled to participate as a party in interest in a case regarding the debtor under this title.

`Sec. 1513. Access of foreign creditors to a case under this title

    `(a) Foreign creditors have the same rights regarding the commencement of, and participation in, a case under this title as domestic creditors.
    `(b)(1) Subsection (a) does not change or codify present law as to the priority of claims under section 507 or 726, except that the claim of a foreign creditor under those sections shall not be given a lower priority than that of general unsecured claims without priority solely because the holder of such claim is a foreign creditor.
    `(2)(A) Subsection (a) and paragraph (1) do not change or codify present law as to the allowability of foreign revenue claims or other foreign public law claims in a proceeding under this title.
    `(B) Allowance and priority as to a foreign tax claim or other foreign public law claim shall be governed by any applicable tax treaty of the United States, under the conditions and circumstances specified therein.

`Sec. 1514. Notification to foreign creditors concerning a case under this title

    `(a) Whenever in a case under this title notice is to be given to creditors generally or to any class or category of creditors, such notice shall also be given to the known creditors generally, or to creditors in the notified class or category, that do not have addresses in the United States. The court may order that appropriate steps be taken with a view to notifying any creditor whose address is not yet known.
    `(b) Such notification to creditors with foreign addresses described in subsection (a) shall be given individually, unless the court considers that, under the circumstances, some other form of notification would be more appropriate. No letter or other formality is required.
    `(c) When a notification of commencement of a case is to be given to foreign creditors, such notification shall--
      `(1) indicate the time period for filing proofs of claim and specify the place for filing such proofs of claim;
      `(2) indicate whether secured creditors need to file proofs of claim; and
      `(3) contain any other information required to be included in such notification to creditors under this title and the orders of the court.
    `(d) Any rule of procedure or order of the court as to notice or the filing of a proof of claim shall provide such additional time to creditors with foreign addresses as is reasonable under the circumstances.

`SUBCHAPTER III--RECOGNITION OF A FOREIGN PROCEEDING AND RELIEF

`Sec. 1515. Application for recognition

    `(a) A foreign representative applies to the court for recognition of a foreign proceeding in which the foreign representative has been appointed by filing a petition for recognition.
    `(b) A petition for recognition shall be accompanied by--
      `(1) a certified copy of the decision commencing such foreign proceeding and appointing the foreign representative;
      `(2) a certificate from the foreign court affirming the existence of such foreign proceeding and of the appointment of the foreign representative; or
      `(3) in the absence of evidence referred to in paragraphs (1) and (2), any other evidence acceptable to the court of the existence of such foreign proceeding and of the appointment of the foreign representative.
    `(c) A petition for recognition shall also be accompanied by a statement identifying all foreign proceedings with respect to the debtor that are known to the foreign representative.
    `(d) The documents referred to in paragraphs (1) and (2) of subsection (b) shall be translated into English. The court may require a translation into English of additional documents.

`Sec. 1516. Presumptions concerning recognition

    `(a) If the decision or certificate referred to in section 1515(b) indicates that the foreign proceeding is a foreign proceeding and that the person or body is a foreign representative, the court is entitled to so presume.
    `(b) The court is entitled to presume that documents submitted in support of the petition for recognition are authentic, whether or not they have been legalized.
    `(c) In the absence of evidence to the contrary, the debtor's registered office, or habitual residence in the case of an individual, is presumed to be the center of the debtor's main interests.

`Sec. 1517. Order granting recognition

    `(a) Subject to section 1506, after notice and a hearing, an order recognizing a foreign proceeding shall be entered if--
      `(1) such foreign proceeding for which recognition is sought is a foreign main proceeding or foreign nonmain proceeding within the meaning of section 1502;
      `(2) the foreign representative applying for recognition is a person or body; and
      `(3) the petition meets the requirements of section 1515.
    `(b) Such foreign proceeding shall be recognized--
      `(1) as a foreign main proceeding if it is pending in the country where the debtor has the center of its main interests; or
      `(2) as a foreign nonmain proceeding if the debtor has an establishment within the meaning of section 1502 in the foreign country where the proceeding is pending.
    `(c) A petition for recognition of a foreign proceeding shall be decided upon at the earliest possible time. Entry of an order recognizing a foreign proceeding constitutes recognition under this chapter.
    `(d) The provisions of this subchapter do not prevent modification or termination of recognition if it is shown that the grounds for granting it were fully or partially lacking or have ceased to exist, but in considering such action the court shall give due weight to possible prejudice to parties that have relied upon the order granting recognition. A case under this chapter may be closed in the manner prescribed under section 350.

`Sec. 1518. Subsequent information

    `From the time of filing the petition for recognition of a foreign proceeding, the foreign representative shall file with the court promptly a notice of change of status concerning--
      `(1) any substantial change in the status of such foreign proceeding or the status of the foreign representative's appointment; and
      `(2) any other foreign proceeding regarding the debtor that becomes known to the foreign representative.

`Sec. 1519. Relief that may be granted upon filing petition for recognition

    `(a) From the time of filing a petition for recognition until the court rules on the petition, the court may, at the request of the foreign representative, where relief is urgently needed to protect the assets of the debtor or the interests of the creditors, grant relief of a provisional nature, including--
      `(1) staying execution against the debtor's assets;
      `(2) entrusting the administration or realization of all or part of the debtor's assets located in the United States to the foreign representative or another person authorized by the court, including an examiner, in order to protect and preserve the value of assets that, by their nature or because of other circumstances, are perishable, susceptible to devaluation or otherwise in jeopardy; and
      `(3) any relief referred to in paragraph (3), (4), or (7) of section 1521(a).
    `(b) Unless extended under section 1521(a)(6), the relief granted under this section terminates when the petition for recognition is granted.
    `(c) It is a ground for denial of relief under this section that such relief would interfere with the administration of a foreign main proceeding.
    `(d) The court may not enjoin a police or regulatory act of a governmental unit, including a criminal action or proceeding, under this section.
    `(e) The standards, procedures, and limitations applicable to an injunction shall apply to relief under this section.
    `(f) The exercise of rights not subject to the stay arising under section 362(a) pursuant to paragraph (6), (7), (17), or (27) of section 362(b) or pursuant to section 362(n) shall not be stayed by any order of a court or administrative agency in any proceeding under this chapter.

`Sec. 1520. Effects of recognition of a foreign main proceeding

    `(a) Upon recognition of a foreign proceeding that is a foreign main proceeding--
      `(1) sections 361 and 362 apply with respect to the debtor and the property of the debtor that is within the territorial jurisdiction of the United States;
      `(2) sections 363, 549, and 552 apply to a transfer of an interest of the debtor in property that is within the territorial jurisdiction of the United States to the same extent that the sections would apply to property of an estate;
      `(3) unless the court orders otherwise, the foreign representative may operate the debtor's business and may exercise the rights and powers of a trustee under and to the extent provided by sections 363 and 552; and
      `(4) section 552 applies to property of the debtor that is within the territorial jurisdiction of the United States.
    `(b) Subsection (a) does not affect the right to commence an individual action or proceeding in a foreign country to the extent necessary to preserve a claim against the debtor.
    `(c) Subsection (a) does not affect the right of a foreign representative or an entity to file a petition commencing a case under this title or the right of any party to file claims or take other proper actions in such a case.

`Sec. 1521. Relief that may be granted upon recognition

    `(a) Upon recognition of a foreign proceeding, whether main or nonmain, where necessary to effectuate the purpose of this chapter and to protect the assets of the debtor or the interests of the creditors, the court may, at the request of the foreign representative, grant any appropriate relief, including--
      `(1) staying the commencement or continuation of an individual action or proceeding concerning the debtor's assets, rights, obligations or liabilities to the extent they have not been stayed under section 1520(a);
      `(2) staying execution against the debtor's assets to the extent it has not been stayed under section 1520(a);
      `(3) suspending the right to transfer, encumber or otherwise dispose of any assets of the debtor to the extent this right has not been suspended under section 1520(a);
      `(4) providing for the examination of witnesses, the taking of evidence or the delivery of information concerning the debtor's assets, affairs, rights, obligations or liabilities;
      `(5) entrusting the administration or realization of all or part of the debtor's assets within the territorial jurisdiction of the United States to the foreign representative or another person, including an examiner, authorized by the court;
      `(6) extending relief granted under section 1519(a); and
      `(7) granting any additional relief that may be available to a trustee, except for relief available under sections 522, 544, 545, 547, 548, 550, and 724(a).
    `(b) Upon recognition of a foreign proceeding, whether main or nonmain, the court may, at the request of the foreign representative, entrust the distribution of all or part of the debtor's assets located in the United States to the foreign representative or another person, including an examiner, authorized by the court, provided that the court is satisfied that the interests of creditors in the United States are sufficiently protected.
    `(c) In granting relief under this section to a representative of a foreign nonmain proceeding, the court must be satisfied that the relief relates to assets that, under the law of the United States, should be administered in the foreign nonmain proceeding or concerns information required in that proceeding.
    `(d) The court may not enjoin a police or regulatory act of a governmental unit, including a criminal action or proceeding, under this section.
    `(e) The standards, procedures, and limitations applicable to an injunction shall apply to relief under paragraphs (1), (2), (3), and (6) of subsection (a).
    `(f) The exercise of rights not subject to the stay arising under section 362(a) pursuant to paragraph (6), (7), (17), or (27) of section 362(b) or pursuant to section 362(n) shall not be stayed by any order of a court or administrative agency in any proceeding under this chapter.

`Sec. 1522. Protection of creditors and other interested persons

    `(a) The court may grant relief under section 1519 or 1521, or may modify or terminate relief under subsection (c), only if the interests of the creditors and other interested entities, including the debtor, are sufficiently protected.
    `(b) The court may subject relief granted under section 1519 or 1521, or the operation of the debtor's business under section 1520(a)(3), to conditions it considers appropriate, including the giving of security or the filing of a bond.
    `(c) The court may, at the request of the foreign representative or an entity affected by relief granted under section 1519 or 1521, or at its own motion, modify or terminate such relief.
    `(d) Section 1104(d) shall apply to the appointment of an examiner under this chapter. Any examiner shall comply with the qualification requirements imposed on a trustee by section 322.

`Sec. 1523. Actions to avoid acts detrimental to creditors

    `(a) Upon recognition of a foreign proceeding, the foreign representative has standing in a case concerning the debtor pending under another chapter of this title to initiate actions under sections 522, 544, 545, 547, 548, 550, 553, and 724(a).
    `(b) When a foreign proceeding is a foreign nonmain proceeding, the court must be satisfied that an action under subsection (a) relates to assets that, under United States law, should be administered in the foreign nonmain proceeding.

`Sec. 1524. Intervention by a foreign representative

    `Upon recognition of a foreign proceeding, the foreign representative may intervene in any proceedings in a State or Federal court in the United States in which the debtor is a party.

`SUBCHAPTER IV--COOPERATION WITH FOREIGN COURTS AND FOREIGN REPRESENTATIVES

`Sec. 1525. Cooperation and direct communication between the court and foreign courts or foreign representatives

    `(a) Consistent with section 1501, the court shall cooperate to the maximum extent possible with a foreign court or a foreign representative, either directly or through the trustee.
    `(b) The court is entitled to communicate directly with, or to request information or assistance directly from, a foreign court or a foreign representative, subject to the rights of a party in interest to notice and participation.

`Sec. 1526. Cooperation and direct communication between the trustee and foreign courts or foreign representatives

    `(a) Consistent with section 1501, the trustee or other person, including an examiner, authorized by the court, shall, subject to the supervision of the court, cooperate to the maximum extent possible with a foreign court or a foreign representative.
    `(b) The trustee or other person, including an examiner, authorized by the court is entitled, subject to the supervision of the court, to communicate directly with a foreign court or a foreign representative.

`Sec. 1527. Forms of cooperation

    `Cooperation referred to in sections 1525 and 1526 may be implemented by any appropriate means, including--
      `(1) appointment of a person or body, including an examiner, to act at the direction of the court;
      `(2) communication of information by any means considered appropriate by the court;
      `(3) coordination of the administration and supervision of the debtor's assets and affairs;
      `(4) approval or implementation of agreements concerning the coordination of proceedings; and
      `(5) coordination of concurrent proceedings regarding the same debtor.

`SUBCHAPTER V--CONCURRENT PROCEEDINGS

`Sec. 1528. Commencement of a case under this title after recognition of a foreign main proceeding

    `After recognition of a foreign main proceeding, a case under another chapter of this title may be commenced only if the debtor has assets in the United States. The effects of such case shall be restricted to the assets of the debtor that are within the territorial jurisdiction of the United States and, to the extent necessary to implement cooperation and coordination under sections 1525, 1526, and 1527, to other assets of the debtor that are within the jurisdiction of the court under sections 541(a) of this title, and 1334(e) of title 28, to the extent that such other assets are not subject to the jurisdiction and control of a foreign proceeding that has been recognized under this chapter.

`Sec. 1529. Coordination of a case under this title and a foreign proceeding

    `If a foreign proceeding and a case under another chapter of this title are pending concurrently regarding the same debtor, the court shall seek cooperation and coordination under sections 1525, 1526, and 1527, and the following shall apply:
      `(1) If the case in the United States pending at the time the petition for recognition of such foreign proceeding is filed--
        `(A) any relief granted under section 1519 or 1521 must be consistent with the relief granted in the case in the United States; and
        `(B) section 1520 does not apply even if such foreign proceeding is recognized as a foreign main proceeding.
      `(2) If a case in the United States under this title commences after recognition, or after the date of the filing of the petition for recognition, of such foreign proceeding--
        `(A) any relief in effect under section 1519 or 1521 shall be reviewed by the court and shall be modified or terminated if inconsistent with the case in the United States; and
        `(B) if such foreign proceeding is a foreign main proceeding, the stay and suspension referred to in section 1520(a) shall be modified or terminated if inconsistent with the relief granted in the case in the United States.
      `(3) In granting, extending, or modifying relief granted to a representative of a foreign nonmain proceeding, the court must be satisfied that the relief relates to assets that, under the laws of the United States, should be administered in the foreign nonmain proceeding or concerns information required in that proceeding.
      `(4) In achieving cooperation and coordination under sections 1528 and 1529, the court may grant any of the relief authorized under section 305.

`Sec. 1530. Coordination of more than 1 foreign proceeding

    `In matters referred to in section 1501, with respect to more than 1 foreign proceeding regarding the debtor, the court shall seek cooperation and coordination under sections 1525, 1526, and 1527, and the following shall apply:
      `(1) Any relief granted under section 1519 or 1521 to a representative of a foreign nonmain proceeding after recognition of a foreign main proceeding must be consistent with the foreign main proceeding.
      `(2) If a foreign main proceeding is recognized after recognition, or after the filing of a petition for recognition, of a foreign nonmain proceeding, any relief in effect under section 1519 or 1521 shall be reviewed by the court and shall be modified or terminated if inconsistent with the foreign main proceeding.
      `(3) If, after recognition of a foreign nonmain proceeding, another foreign nonmain proceeding is recognized, the court shall grant, modify, or terminate relief for the purpose of facilitating coordination of the proceedings.

`Sec. 1531. Presumption of insolvency based on recognition of a foreign main proceeding

    `In the absence of evidence to the contrary, recognition of a foreign main proceeding is, for the purpose of commencing a proceeding under section 303, proof that the debtor is generally not paying its debts as such debts become due.

`Sec. 1532. Rule of payment in concurrent proceedings

    `Without prejudice to secured claims or rights in rem, a creditor who has received payment with respect to its claim in a foreign proceeding pursuant to a law relating to insolvency may not receive a payment for the same claim in a case under any other chapter of this title regarding the debtor, so long as the payment to other creditors of the same class is proportionately less than the payment the creditor has already received.'.
    (b) CLERICAL AMENDMENT- The table of chapters for title 11, United States Code, is amended by inserting after the item relating to chapter 13 the following:
1501'.

SEC. 802. OTHER AMENDMENTS TO TITLES 11 AND 28, UNITED STATES CODE.

    (a) APPLICABILITY OF CHAPTERS- Section 103 of title 11, United States Code, is amended--
      (1) in subsection (a), by inserting before the period the following: `, and this chapter, sections 307, 362(n), 555 through 557, and 559 through 562 apply in a case under chapter 15'; and
      (2) by adding at the end the following:
    `(k) Chapter 15 applies only in a case under such chapter, except that--
      `(1) sections 1505, 1513, and 1514 apply in all cases under this title; and
      `(2) section 1509 applies whether or not a case under this title is pending.'.
    (b) DEFINITIONS- Section 101 of title 11, United States Code, is amended by striking paragraphs (23) and (24) and inserting the following:
      `(23) `foreign proceeding' means a collective judicial or administrative proceeding in a foreign country, including an interim proceeding, under a law relating to insolvency or adjustment of debt in which proceeding the assets and affairs of the debtor are subject to control or supervision by a foreign court, for the purpose of reorganization or liquidation;
      `(24) `foreign representative' means a person or body, including a person or body appointed on an interim basis, authorized in a foreign proceeding to administer the reorganization or the liquidation of the debtor's assets or affairs or to act as a representative of such foreign proceeding;'.
    (c) AMENDMENTS TO TITLE 28, UNITED STATES CODE-
      (1) PROCEDURES- Section 157(b)(2) of title 28, United States Code, is amended--
        (A) in subparagraph (N), by striking `and' at the end;
        (B) in subparagraph (O), by striking the period at the end and inserting `; and'; and
        (C) by adding at the end the following:
        `(P) recognition of foreign proceedings and other matters under chapter 15 of title 11.'.
      (2) BANKRUPTCY CASES AND PROCEEDINGS- Section 1334(c) of title 28, United States Code, is amended by striking `Nothing in' and inserting `Except with respect to a case under chapter 15 of title 11, nothing in'.
      (3) DUTIES OF TRUSTEES- Section 586(a)(3) of title 28, United States Code, is amended by striking `or 13' and inserting `13, or 15'.
      (4) VENUE OF CASES ANCILLARY TO FOREIGN PROCEEDINGS- Section 1410 of title 28, United States Code, is amended to read as follows:

`Sec. 1410. Venue of cases ancillary to foreign proceedings

    `A case under chapter 15 of title 11 may be commenced in the district court of the United States for the district--
      `(1) in which the debtor has its principal place of business or principal assets in the United States;
      `(2) if the debtor does not have a place of business or assets in the United States, in which there is pending against the debtor an action or proceeding in a Federal or State court; or
      `(3) in a case other than those specified in paragraph (1) or (2), in which venue will be consistent with the interests of justice and the convenience of the parties, having regard to the relief sought by the foreign representative.'.
    (d) OTHER SECTIONS OF TITLE 11- Title 11 of the United States Code is amended--
      (1) in section 109(b), by striking paragraph (3) and inserting the following:
      `(3)(A) a foreign insurance company, engaged in such business in the United States; or
      `(B) a foreign bank, savings bank, cooperative bank, savings and loan association, building and loan association, or credit union, that has a branch or agency (as defined in section 1(b) of the International Banking Act of 1978 in the United States.';
      (2) in section 303, by striking subsection (k);
      (3) by striking section 304;
      (4) in the table of sections for chapter 3 by striking the item relating to section 304;
      (5) in section 306 by striking `, 304,' each place it appears;
      (6) in section 305(a) by striking paragraph (2) and inserting the following:
      `(2)(A) a petition under section 1515 for recognition of a foreign proceeding has been granted; and
      `(B) the purposes of chapter 15 of this title would be best served by such dismissal or suspension.'; and
      (7) in section 508--
        (A) by striking subsection (a); and
        (B) in subsection (b), by striking `(b)'.

TITLE IX--FINANCIAL CONTRACT PROVISIONS

SEC. 901. TREATMENT OF CERTAIN AGREEMENTS BY CONSERVATORS OR RECEIVERS OF INSURED DEPOSITORY INSTITUTIONS.

    (a) DEFINITION OF QUALIFIED FINANCIAL CONTRACT-
      (1) FDIC-INSURED DEPOSITORY INSTITUTIONS- Section 11(e)(8)(D) of the Federal Deposit Insurance Act (12 U.S.C. 1821(e)(8)(D)) is amended--
        (A) by striking `subsection--' and inserting `subsection, the following definitions shall apply:'; and
        (B) in clause (i), by inserting `, resolution, or order' after `any similar agreement that the Corporation determines by regulation'.
      (2) INSURED CREDIT UNIONS- Section 207(c)(8)(D) of the Federal Credit Union Act (12 U.S.C. 1787(c)(8)(D)) is amended--
        (A) by striking `subsection--' and inserting `subsection, the following definitions shall apply:'; and
        (B) in clause (i), by inserting `, resolution, or order' after `any similar agreement that the Board determines by regulation'.
    (b) DEFINITION OF SECURITIES CONTRACT-
      (1) FDIC-INSURED DEPOSITORY INSTITUTIONS- Section 11(e)(8)(D)(ii) of the Federal Deposit Insurance Act (12 U.S.C. 1821(e)(8)(D)(ii)) is amended to read as follows:
          `(ii) SECURITIES CONTRACT- The term `securities contract'--
            `(I) means a contract for the purchase, sale, or loan of a security, a certificate of deposit, a mortgage loan, or any interest in a mortgage loan, a group or index of securities, certificates of deposit, or mortgage loans or interests therein (including any interest therein or based on the value thereof) or any option on any of the foregoing, including any option to purchase or sell any such security, certificate of deposit, mortgage loan, interest, group or index, or option, and including any repurchase or reverse repurchase transaction on any such security, certificate of deposit, mortgage loan, interest, group or index, or option;
            `(II) does not include any purchase, sale, or repurchase obligation under a participation in a commercial mortgage loan unless the Corporation determines by regulation, resolution, or order to include any such agreement within the meaning of such term;
            `(III) means any option entered into on a national securities exchange relating to foreign currencies;
            `(IV) means the guarantee by or to any securities clearing agency of any settlement of cash, securities, certificates of deposit, mortgage loans or interests therein, group or index of securities, certificates of deposit, or mortgage loans or interests therein (including any interest therein or based on the value thereof) or option on any of the foregoing, including any option to purchase or sell any such security, certificate of deposit, mortgage loan, interest, group or index, or option;
            `(V) means any margin loan;
            `(VI) means any other agreement or transaction that is similar to any agreement or transaction referred to in this clause;
            `(VII) means any combination of the agreements or transactions referred to in this clause;
            `(VIII) means any option to enter into any agreement or transaction referred to in this clause;
            `(IX) means a master agreement that provides for an agreement or transaction referred to in subclause (I), (III), (IV), (V), (VI), (VII), or (VIII), together with all supplements to any such master agreement, without regard to whether the master agreement provides for an agreement or transaction that is not a securities contract under this clause, except that the master agreement shall be considered to be a securities contract under this clause only with respect to each agreement or transaction under the master agreement that is referred to in subclause (I), (III), (IV), (V), (VI), (VII), or (VIII); and
            `(X) means any security agreement or arrangement or other credit enhancement related to any agreement or transaction referred to in this clause, including any guarantee or reimbursement obligation in connection with any agreement or transaction referred to in this clause.'.
      (2) INSURED CREDIT UNIONS- Section 207(c)(8)(D)(ii) of the Federal Credit Union Act (12 U.S.C. 1787(c)(8)(D)(ii)) is amended to read as follows:
          `(ii) SECURITIES CONTRACT- The term `securities contract'--
            `(I) means a contract for the purchase, sale, or loan of a security, a certificate of deposit, a mortgage loan, or any interest in a mortgage loan, a group or index of securities, certificates of deposit, or mortgage loans or interests therein (including any interest therein or based on the value thereof) or any option on any of the foregoing, including any option to purchase or sell any such security, certificate of deposit, mortgage loan, interest, group or index, or option, and including any repurchase or reverse repurchase transaction on any such security, certificate of deposit, mortgage loan, interest, group or index, or option;
            `(II) does not include any purchase, sale, or repurchase obligation under a participation in a commercial mortgage loan unless the Board determines by regulation, resolution, or order to include any such agreement within the meaning of such term;
            `(III) means any option entered into on a national securities exchange relating to foreign currencies;
            `(IV) means the guarantee by or to any securities clearing agency of any settlement of cash, securities, certificates of deposit, mortgage loans or interests therein, group or index of securities, certificates of deposit, or mortgage loans or interests therein (including any interest therein or based on the value thereof) or option on any of the foregoing, including any option to purchase or sell any such security, certificate of deposit, mortgage loan, interest, group or index, or option;
            `(V) means any margin loan;
            `(VI) means any other agreement or transaction that is similar to any agreement or transaction referred to in this clause;
            `(VII) means any combination of the agreements or transactions referred to in this clause;
            `(VIII) means any option to enter into any agreement or transaction referred to in this clause;
            `(IX) means a master agreement that provides for an agreement or transaction referred to in subclause (I), (III), (IV), (V), (VI), (VII), or (VIII), together with all supplements to any such master agreement, without regard to whether the master agreement provides for an agreement or transaction that is not a securities contract under this clause, except that the master agreement shall be considered to be a securities contract under this clause only with respect to each agreement or transaction under the master agreement that is referred to in subclause (I), (III), (IV), (V), (VI), (VII), or (VIII); and
            `(X) means any security agreement or arrangement or other credit enhancement related to any agreement or transaction referred to in this clause, including any guarantee or reimbursement obligation in connection with any agreement or transaction referred to in this clause.'.
    (c) DEFINITION OF COMMODITY CONTRACT-
      (1) FDIC-INSURED DEPOSITORY INSTITUTIONS- Section 11(e)(8)(D)(iii) of the Federal Deposit Insurance Act (12 U.S.C. 1821(e)(8)(D)(iii)) is amended to read as follows:
          `(iii) COMMODITY CONTRACT- The term `commodity contract' means--
            `(I) with respect to a futures commission merchant, a contract for the purchase or sale of a commodity for future delivery on, or subject to the rules of, a contract market or board of trade;
            `(II) with respect to a foreign futures commission merchant, a foreign future;
            `(III) with respect to a leverage transaction merchant, a leverage transaction;
            `(IV) with respect to a clearing organization, a contract for the purchase or sale of a commodity for future delivery on, or subject to the rules of, a contract market or board of trade that is cleared by such clearing organization, or commodity option traded on, or subject to the rules of, a contract market or board of trade that is cleared by such clearing organization;
            `(V) with respect to a commodity options dealer, a commodity option;
            `(VI) any other agreement or transaction that is similar to any agreement or transaction referred to in this clause;
            `(VII) any combination of the agreements or transactions referred to in this clause;
            `(VIII) any option to enter into any agreement or transaction referred to in this clause;
            `(IX) a master agreement that provides for an agreement or transaction referred to in subclause (I), (II), (III), (IV), (V), (VI), (VII), or (VIII), together with all supplements to any such master agreement, without regard to whether the master agreement provides for an agreement or transaction that is not a commodity contract under this clause, except that the master agreement shall be considered to be a commodity contract under this clause only with respect to each agreement or transaction under the master agreement that is referred to in subclause (I), (II), (III), (IV), (V), (VI), (VII), or (VIII); or
            `(X) any security agreement or arrangement or other credit enhancement related to any agreement or transaction referred to in this clause, including any guarantee or reimbursement obligation in connection with any agreement or transaction referred to in this clause.'.
      (2) INSURED CREDIT UNIONS- Section 207(c)(8)(D)(iii) of the Federal Credit Union Act (12 U.S.C. 1787(c)(8)(D)(iii)) is amended to read as follows:
          `(iii) COMMODITY CONTRACT- The term `commodity contract' means--
            `(I) with respect to a futures commission merchant, a contract for the purchase or sale of a commodity for future delivery on, or subject to the rules of, a contract market or board of trade;
            `(II) with respect to a foreign futures commission merchant, a foreign future;
            `(III) with respect to a leverage transaction merchant, a leverage transaction;
            `(IV) with respect to a clearing organization, a contract for the purchase or sale of a commodity for future delivery on, or subject to the rules of, a contract market or board of trade that is cleared by such clearing organization, or commodity option traded on, or subject to the rules of, a contract market or board of trade that is cleared by such clearing organization;
            `(V) with respect to a commodity options dealer, a commodity option;
            `(VI) any other agreement or transaction that is similar to any agreement or transaction referred to in this clause;
            `(VII) any combination of the agreements or transactions referred to in this clause;
            `(VIII) any option to enter into any agreement or transaction referred to in this clause;
            `(IX) a master agreement that provides for an agreement or transaction referred to in subclause (I), (II), (III), (IV), (V), (VI), (VII), or (VIII), together with all supplements to any such master agreement, without regard to whether the master agreement provides for an agreement or transaction that is not a commodity contract under this clause, except that the master agreement shall be considered to be a commodity contract under this clause only with respect to each agreement or transaction under the master agreement that is referred to in subclause (I), (II), (III), (IV), (V), (VI), (VII), or (VIII); or
            `(X) any security agreement or arrangement or other credit enhancement related to any agreement or transaction referred to in this clause, including any guarantee or reimbursement obligation in connection with any agreement or transaction referred to in this clause.'.
    (d) DEFINITION OF FORWARD CONTRACT-
      (1) FDIC-INSURED DEPOSITORY INSTITUTIONS- Section 11(e)(8)(D)(iv) of the Federal Deposit Insurance Act (12 U.S.C. 1821(e)(8)(D)(iv)) is amended to read as follows:
          `(iv) FORWARD CONTRACT- The term `forward contract' means--
            `(I) a contract (other than a commodity contract) for the purchase, sale, or transfer of a commodity or any similar good, article, service, right, or interest which is presently or in the future becomes the subject of dealing in the forward contract trade, or product or byproduct thereof, with a maturity date more than 2 days after the date the contract is entered into, including, a repurchase transaction, reverse repurchase transaction, consignment, lease, swap, hedge transaction, deposit, loan, option, allocated transaction, unallocated transaction, or any other similar agreement;
            `(II) any combination of agreements or transactions referred to in subclauses (I) and (III);
            `(III) any option to enter into any agreement or transaction referred to in subclause (I) or (II);
            `(IV) a master agreement that provides for an agreement or transaction referred to in subclauses (I), (II), or (III), together with all supplements to any such master agreement, without regard to whether the master agreement provides for an agreement or transaction that is not a forward contract under this clause, except that the master agreement shall be considered to be a forward contract under this clause only with respect to each agreement or transaction under the master agreement that is referred to in subclause (I), (II), or (III); or
            `(V) any security agreement or arrangement or other credit enhancement related to any agreement or transaction referred to in subclause (I), (II), (III), or (IV), including any guarantee or reimbursement obligation in connection with any agreement or transaction referred to in any such subclause.'.
      (2) INSURED CREDIT UNIONS- Section 207(c)(8)(D)(iv) of the Federal Credit Union Act (12 U.S.C. 1787(c)(8)(D)(iv)) is amended to read as follows:
          `(iv) FORWARD CONTRACT- The term `forward contract' means--
            `(I) a contract (other than a commodity contract) for the purchase, sale, or transfer of a commodity or any similar good, article, service, right, or interest which is presently or in the future becomes the subject of dealing in the forward contract trade, or product or byproduct thereof, with a maturity date more than 2 days after the date the contract is entered into, including, a repurchase transaction, reverse repurchase transaction, consignment, lease, swap, hedge transaction, deposit, loan, option, allocated transaction, unallocated transaction, or any other similar agreement;
            `(II) any combination of agreements or transactions referred to in subclauses (I) and (III);
            `(III) any option to enter into any agreement or transaction referred to in subclause (I) or (II);
            `(IV) a master agreement that provides for an agreement or transaction referred to in subclauses (I), (II), or (III), together with all supplements to any such master agreement, without regard to whether the master agreement provides for an agreement or transaction that is not a forward contract under this clause, except that the master agreement shall be considered to be a forward contract under this clause only with respect to each agreement or transaction under the master agreement that is referred to in subclause (I), (II), or (III); or
            `(V) any security agreement or arrangement or other credit enhancement related to any agreement or transaction referred to in subclause (I), (II), (III), or (IV), including any guarantee or reimbursement obligation in connection with any agreement or transaction referred to in any such subclause.'.
    (e) DEFINITION OF REPURCHASE AGREEMENT-
      (1) FDIC-INSURED DEPOSITORY INSTITUTIONS- Section 11(e)(8)(D)(v) of the Federal Deposit Insurance Act (12 U.S.C. 1821(e)(8)(D)(v)) is amended to read as follows:
          `(v) REPURCHASE AGREEMENT- The term `repurchase agreement' (which definition also applies to a reverse repurchase agreement)--
            `(I) means an agreement, including related terms, which provides for the transfer of one or more certificates of deposit, mortgage-related securities (as such term is defined in the Securities Exchange Act of 1934), mortgage loans, interests in mortgage-related securities or mortgage loans, eligible bankers' acceptances, qualified foreign government securities or securities that are direct obligations 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 deposit, eligible bankers' acceptances, securities, mortgage loans, or interests with a simultaneous agreement by such transferee to transfer to the transferor thereof certificates of deposit, eligible bankers' acceptances, securities, mortgage loans, or interests as described above, at a date certain not later than 1 year after such transfers or on demand, against the transfer of funds, or any other similar agreement;
            `(II) does not include any repurchase obligation under a participation in a commercial mortgage loan unless the Corporation determines by regulation, resolution, or order to include any such participation within the meaning of such term;
            `(III) means any combination of agreements or transactions referred to in subclauses (I) and (IV);
            `(IV) means any option to enter into any agreement or transaction referred to in subclause (I) or (III);
            `(V) means a master agreement that provides for an agreement or transaction referred to in subclause (I), (III), or (IV), together with all supplements to any such master agreement, without regard to whether the master agreement provides for an agreement or transaction that is not a repurchase agreement under this clause, except that the master agreement shall be considered to be a repurchase agreement under this subclause only with respect to each agreement or transaction under the master agreement that is referred to in subclause (I), (III), or (IV); and
            `(VI) means any security agreement or arrangement or other credit enhancement related to any agreement or transaction referred to in subclause (I), (III), (IV), or (V), including any guarantee or reimbursement obligation in connection with any agreement or transaction referred to in any such subclause.
          For purposes of this clause, the term `qualified foreign government security' means a security that is a direct obligation of, or that is fully guaranteed by, the central government of a member of the Organization for Economic Cooperation and Development (as determined by regulation or order adopted by the appropriate Federal banking authority).'.
      (2) INSURED CREDIT UNIONS- Section 207(c)(8)(D)(v) of the Federal Credit Union Act (12 U.S.C. 1787(c)(8)(D)(v)) is amended to read as follows:
          `(v) REPURCHASE AGREEMENT- The term `repurchase agreement' (which definition also applies to a reverse repurchase agreement)--
            `(I) means an agreement, including related terms, which provides for the transfer of one or more certificates of deposit, mortgage-related securities (as such term is defined in the Securities Exchange Act of 1934), mortgage loans, interests in mortgage-related securities or mortgage loans, eligible bankers' acceptances, qualified foreign government securities or securities that are direct obligations 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 deposit, eligible bankers' acceptances, securities, mortgage loans, or interests with a simultaneous agreement by such transferee to transfer to the transferor thereof certificates of deposit, eligible bankers' acceptances, securities, mortgage loans, or interests as described above, at a date certain not later than 1 year after such transfers or on demand, against the transfer of funds, or any other similar agreement;
            `(II) does not include any repurchase obligation under a participation in a commercial mortgage loan unless the Board determines by regulation, resolution, or order to include any such participation within the meaning of such term;
            `(III) means any combination of agreements or transactions referred to in subclauses (I) and (IV);
            `(IV) means any option to enter into any agreement or transaction referred to in subclause (I) or (III);
            `(V) means a master agreement that provides for an agreement or transaction referred to in subclause (I), (III), or (IV), together with all supplements to any such master agreement, without regard to whether the master agreement provides for an agreement or transaction that is not a repurchase agreement under this clause, except that the master agreement shall be considered to be a repurchase agreement under this subclause only with respect to each agreement or transaction under the master agreement that is referred to in subclause (I), (III), or (IV); and
            `(VI) means any security agreement or arrangement or other credit enhancement related to any agreement or transaction referred to in subclause (I), (III), (IV), or (V), including any guarantee or reimbursement obligation in connection with any agreement or transaction referred to in any such subclause.
          For purposes of this clause, the term `qualified foreign government security' means a security that is a direct obligation of, or that is fully guaranteed by, the central government of a member of the Organization for Economic Cooperation and Development (as determined by regulation or order adopted by the appropriate Federal banking authority).'.
    (f) DEFINITION OF SWAP AGREEMENT-
      (1) FDIC-INSURED DEPOSITORY INSTITUTIONS- Section 11(e)(8)(D)(vi) of the Federal Deposit Insurance Act (12 U.S.C. 1821(e)(8)(D)(vi)) is amended to read as follows:
          `(vi) SWAP AGREEMENT- The term `swap agreement' means--
            `(I) any agreement, including the terms and conditions incorporated by reference in any such agreement, which is an interest rate swap, option, future, or forward agreement, including a rate floor, rate cap, rate collar, cross-currency rate swap, and basis swap; a spot, same day-tomorrow, tomorrow-next, forward, or other foreign exchange or precious metals agreement; a currency swap, option, future, or forward agreement; an equity index or equity swap, option, future, or forward agreement; a debt index or debt swap, option, future, or forward agreement; a total return, credit spread or credit swap, option, future, or forward agreement; a commodity index or commodity swap, option, future, or forward agreement; or 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 clause and that 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 reference in such agreement) and that is a forward, swap, future, or option on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, quantitative measures associated with an occurrence, extent of an occurrence, or contingency associated with a financial, commercial, or economic consequence, or economic or financial indices or measures of economic or financial risk or value;
            `(III) any combination of agreements or transactions referred to in this clause;
            `(IV) any option to enter into any agreement or transaction referred to in this clause;
            `(V) a master agreement that provides for an agreement or transaction referred to in subclause (I), (II), (III), or (IV), together with all supplements to any such master agreement, without regard to whether the master agreement contains an agreement or transaction that is not a swap agreement under this clause, except that the master agreement shall be considered to be a swap agreement under this clause only with respect to each agreement or transaction under the master agreement that is referred to in subclause (I), (II), (III), or (IV); and
            `(VI) any security agreement or arrangement or other credit enhancement related to any agreements or transactions referred to in subclause (I), (II), (III), (IV), or (V), including any guarantee or reimbursement obligation in connection with any agreement or transaction referred to in any such subclause.
          Such term is applicable for purposes of this subsection 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, including the Securities Act of 1933, the Securities Exchange Act of 1934, the Public Utility Holding Company Act of 1935, the Trust Indenture 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 Certainty for Bank Products Act of 2000.'.
      (2) 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 adding at the end the following new clause:
          `(vi) SWAP AGREEMENT- The term `swap agreement' means--
            `(I) any agreement, including the terms and conditions incorporated by reference in any such agreement, which is an interest rate swap, option, future, or forward agreement, including a rate floor, rate cap, rate collar, cross-currency rate swap, and basis swap; a spot, same day-tomorrow, tomorrow-next, forward, or other foreign exchange or precious metals agreement; a currency swap, option, future, or forward agreement; an equity index or equity swap, option, future, or forward agreement; a debt index or debt swap, option, future, or forward agreement; a total return, credit spread or credit swap, option, future, or forward agreement; a commodity index or commodity swap, option, future, or forward agreement; or 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 clause and that 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 reference in such agreement) and that is a forward, swap, future, or option on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, quantitative measures associated with an occurrence, extent of an occurrence, or contingency associated with a financial, commercial, or economic consequence, or economic or financial indices or measures of economic or financial risk or value;
            `(III) any combination of agreements or transactions referred to in this clause;
            `(IV) any option to enter into any agreement or transaction referred to in this clause;
            `(V) a master agreement that provides for an agreement or transaction referred to in subclause (I), (II), (III), or (IV), together with all supplements to any such master agreement, without regard to whether the master agreement contains an agreement or transaction that is not a swap agreement under this clause, except that the master agreement shall be considered to be a swap agreement under this clause only with respect to each agreement or transaction under the master agreement that is referred to in subclause (I), (II), (III), or (IV); and
            `(VI) any security agreement or arrangement or other credit enhancement related to any agreements or transactions referred to in subclause (I), (II), (III), (IV), or (V), including any guarantee or reimbursement obligation in connection with any agreement or transaction referred to in any such subclause.
          Such term is applicable for purposes of this subsection 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, including the Securities Act of 1933, the Securities Exchange Act of 1934, the Public Utility Holding Company Act of 1935, the Trust Indenture 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 Certainty for Bank Products Act of 2000.'.
    (g) DEFINITION OF TRANSFER-
      (1) FDIC-INSURED DEPOSITORY INSTITUTIONS- Section 11(e)(8)(D)(viii) of the Federal Deposit Insurance Act (12 U.S.C. 1821(e)(8)(D)(viii)) is amended to read as follows:
          `(viii) TRANSFER- The term `transfer' means every mode, direct or indirect, absolute or conditional, voluntary or involuntary, of disposing of or parting with property or with an interest in property, including retention of title as a security interest and foreclosure of the depository institution's equity of redemption.'.
      (2) INSURED CREDIT UNIONS- Section 207(c)(8)(D) of the Federal Credit Union Act (12 U.S.C. 1787(c)(8)(D)) (as amended by subsection (f) of this section) is amended by adding at the end the following new clause:
          `(viii) TRANSFER- The term `transfer' means every mode, direct or indirect, absolute or conditional, voluntary or involuntary, of disposing of or parting with property or with an interest in property, including retention of title as a security interest and foreclosure of the depository institution's equity of redemption.'.
    (h) TREATMENT OF QUALIFIED FINANCIAL CONTRACTS-
      (1) FDIC-INSURED DEPOSITORY INSTITUTIONS- Section 11(e)(8) of the Federal Deposit Insurance Act (12 U.S.C. 1821(e)(8)) is amended--
        (A) in subparagraph (A)--
          (i) by striking `paragraph (10)' and inserting `paragraphs (9) and (10)';
          (ii) in clause (i), by striking `to cause the termination or liquidation' and inserting `such person has to cause the termination, liquidation, or acceleration'; and
          (iii) by striking clause (ii) and inserting the following new clause:
          `(ii) any right under any security agreement or arrangement or other credit enhancement related to one or more qualified financial contracts described in clause (i);'; and
        (B) in subparagraph (E), by striking clause (ii) and inserting the following:
          `(ii) any right under any security agreement or arrangement or other credit enhancement related to one or more qualified financial contracts described in clause (i);'.
      (2) INSURED CREDIT UNIONS- Section 207(c)(8) of the Federal Credit Union Act (12 U.S.C. 1787(c)(8)) is amended--
        (A) in subparagraph (A)--
          (i) by striking `paragraph (12)' and inserting `paragraphs (9) and (10)';
          (ii) in clause (i), by striking `to cause the termination or liquidation' and inserting `such person has to cause the termination, liquidation, or acceleration'; and
          (iii) by striking clause (ii) and inserting the following new clause:
          `(ii) any right under any security agreement or arrangement or other credit enhancement related to 1 or more qualified financial contracts described in clause (i);'; and
        (B) in subparagraph (E), by striking clause (ii) and inserting the following new clause:
          `(ii) any right under any security agreement or arrangement or other credit enhancement related to 1 or more qualified financial contracts described in clause (i);'.
    (i) AVOIDANCE OF TRANSFERS-
      (1) FDIC-INSURED DEPOSITORY INSTITUTIONS- Section 11(e)(8)(C)(i) of the Federal Deposit Insurance Act (12 U.S.C. 1821(e)(8)(C)(i)) is amended by inserting `section 5242 of the Revised Statutes of the United States or any other Federal or State law relating to the avoidance of preferential or fraudulent transfers,' before `the Corporation'.
      (2) INSURED CREDIT UNIONS- Section 207(c)(8)(C)(i) of the Federal Credit Union Act (12 U.S.C. 1787(c)(8)(C)(i)) is amended by inserting `section 5242 of the Revised Statutes of the United States or any other Federal or State law relating to the avoidance of preferential or fraudulent transfers,' before `the Board'.

SEC. 902. AUTHORITY OF THE FDIC AND NCUAB WITH RESPECT TO FAILED AND FAILING INSTITUTIONS.

    (a) FEDERAL DEPOSIT INSURANCE CORPORATION-
      (1) IN GENERAL- Section 11(e)(8) of the Federal Deposit Insurance Act (12 U.S.C. 1821(e)(8)) is amended--
        (A) in subparagraph (E), by striking `other than paragraph (12) of this subsection, subsection (d)(9)' and inserting `other than subsections (d)(9) and (e)(10)'; and
        (B) by adding at the end the following new subparagraphs:
        `(F) CLARIFICATION- No provision of law shall be construed as limiting the right or power of the Corporation, or authorizing any court or agency to limit or delay, in any manner, the right or power of the Corporation to transfer any qualified financial contract in accordance with paragraphs (9) and (10) of this subsection or to disaffirm or repudiate any such contract in accordance with subsection (e)(1) of this section.
        `(G) WALKAWAY CLAUSES NOT EFFECTIVE-
          `(i) IN GENERAL- Notwithstanding the provisions of subparagraphs (A) and (E), and sections 403 and 404 of the Federal Deposit Insurance Corporation Improvement Act of 1991, no walkaway clause shall be enforceable in a qualified financial contract of an insured depository institution in default.
          `(ii) WALKAWAY CLAUSE DEFINED- For purposes of this subparagraph, the term `walkaway clause' means a provision in a qualified financial contract that, after calculation of a value of a party's position or an amount due to or from 1 of the parties in accordance with its terms upon termination, liquidation, or acceleration of the qualified financial contract, either does not create a payment obligation of a party or extinguishes a payment obligation of a party in whole or in part solely because of such party's status as a nondefaulting party.'.
      (2) TECHNICAL AND CONFORMING AMENDMENT- Section 11(e)(12)(A) of the Federal Deposit Insurance Act (12 U.S.C. 1821(e)(12)(A)) is amended by inserting `or the exercise of rights or powers by' after `the appointment of'.
    (b) NATIONAL CREDIT UNION ADMINISTRATION BOARD-
      (1) IN GENERAL- Section 207(c)(8) of the Federal Credit Union Act (12 U.S.C. 1787(c)(8)) is amended--
        (A) in subparagraph (E) (as amended by section 901(h)), by striking `other than paragraph (12) of this subsection, subsection (b)(9)' and inserting `other than subsections (b)(9) and (c)(10)'; and
        (B) by adding at the end the following new subparagraphs:
        `(F) CLARIFICATION- No provision of law shall be construed as limiting the right or power of the Board, or authorizing any court or agency to limit or delay, in any manner, the right or power of the Board to transfer any qualified financial contract in accordance with paragraphs (9) and (10) of this subsection or to disaffirm or repudiate any such contract in accordance with subsection (c)(1) of this section.
        `(G) WALKAWAY CLAUSES NOT EFFECTIVE-
          `(i) IN GENERAL- Notwithstanding the provisions of subparagraphs (A) and (E), and sections 403 and 404 of the Federal Deposit Insurance Corporation Improvement Act of 1991, no walkaway clause shall be enforceable in a qualified financial contract of an insured credit union in default.
          `(ii) WALKAWAY CLAUSE DEFINED- For purposes of this subparagraph, the term `walkaway clause' means a provision in a qualified financial contract that, after calculation of a value of a party's position or an amount due to or from 1 of the parties in accordance with its terms upon termination, liquidation, or acceleration of the qualified financial contract, either does not create a payment obligation of a party or extinguishes a payment obligation of a party in whole or in part solely because of such party's status as a nondefaulting party.'.
      (2) TECHNICAL AND CONFORMING AMENDMENT- Section 207(c)(12)(A) of the Federal Credit Union Act (12 U.S.C. 1787(c)(12)(A)) is amended by inserting `or the exercise of rights or powers by' after `the appointment of'.

SEC. 903. AMENDMENTS RELATING TO TRANSFERS OF QUALIFIED FINANCIAL CONTRACTS.

    (a) FDIC-INSURED DEPOSITORY INSTITUTIONS-
      (1) TRANSFERS OF QUALIFIED FINANCIAL CONTRACTS TO FINANCIAL INSTITUTIONS- Section 11(e)(9) of the Federal Deposit Insurance Act (12 U.S.C. 1821(e)(9)) is amended to read as follows:
      `(9) TRANSFER OF QUALIFIED FINANCIAL CONTRACTS-
        `(A) IN GENERAL- In making any transfer of assets or liabilities of a depository institution in default which includes any qualified financial contract, the conservator or receiver for such depository institution shall either--
          `(i) transfer to one financial institution, other than 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--
            `(I) all qualified financial contracts between any person or any affiliate of such person and the depository 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 depository 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 financial contracts, claims, property or other credit enhancement referred to in clause (i) (with respect to such person and any affiliate of such person).
        `(B) TRANSFER TO FOREIGN BANK, FOREIGN FINANCIAL INSTITUTION, OR BRANCH OR AGENCY OF A FOREIGN BANK OR FINANCIAL INSTITUTION- In transferring any qualified financial contracts and related claims and property under subparagraph (A)(i), the conservator or receiver for the depository institution shall not make such transfer to a foreign bank, financial 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 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 ORGANIZATION- In the event that a conservator or receiver transfers any qualified financial contract and related claims, property, and credit enhancements pursuant to subparagraph (A)(i) and such contract is cleared by or subject to the rules of a clearing organization, the clearing organization shall not be required to accept the transferee as a member by virtue of the transfer.
        `(D) DEFINITIONS- For purposes of this paragraph, the term `financial institution' means a broker or dealer, a depository institution, a futures commission merchant, or any other institution, as determined by the Corporation 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 CONTRACT 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 immediately following clause (ii) by striking `the conservator' 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 appointment of the receiver in the case of a receivership, or the business day following such transfer in the case of a conservatorship.'.
      (3) RIGHTS AGAINST RECEIVER AND CONSERVATOR AND TREATMENT OF BRIDGE BANKS- Section 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 ENFORCEABLE-
          `(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 contract under paragraph (8)(A) 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 receiver for the depository institution (or the insolvency or financial condition of the depository 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 receiver; or
            `(II) after the person has received notice that the contract has been transferred pursuant to paragraph (9)(A).
          `(ii) CONSERVATORSHIP- 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 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 institution shall be deemed to have notified a person who is a party to a qualified financial contract with such depository institution if the Corporation has taken steps reasonably calculated to provide notice to such person by the time specified in subparagraph (A).
        `(C) TREATMENT OF BRIDGE BANKS- The following institutions shall not be considered 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 paragraph (9):
          `(i) A bridge bank.
          `(ii) A depository institution organized by the Corporation, for which a conservator is appointed either--
            `(I) immediately upon the organization of the institution; or
            `(II) at the time of a purchase and assumption transaction between the depository institution and the Corporation as receiver for a depository institution in default.'.
    (b) INSURED CREDIT UNIONS-
      (1) TRANSFERS OF QUALIFIED FINANCIAL CONTRACTS 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 CONTRACTS-
        `(A) IN GENERAL- In making any transfer 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 bankruptcy, or other legal custodian has been appointed or which is otherwise the subject of a bankruptcy or insolvency proceeding--
            `(I) all qualified financial contracts between any person or any affiliate 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 contract (other than any claim which, under the terms of any such contract, is subordinated to the claims of general unsecured creditors of such credit union);
            `(III) all claims of such credit union 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 financial contracts, claims, property or other credit enhancement referred to in clause (i) (with respect to such person and any affiliate of such person).
        `(B) TRANSFER TO FOREIGN BANK, FOREIGN FINANCIAL INSTITUTION, OR BRANCH OR AGENCY OF A FOREIGN BANK OR FINANCIAL INSTITUTION- In transferring any qualified financial contracts and related claims and property under subparagraph (A)(i), the conservator or liquidating agent for the credit union shall not make such transfer to a foreign bank, financial 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 qualified financial contracts, the contractual rights of the parties to such qualified financial contracts, 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 ORGANIZATION- In the event that a conservator or liquidating agent transfers any qualified financial contract and related claims, property, and credit enhancements pursuant to subparagraph (A)(i) and such contract is cleared by or subject to the rules of a clearing organization, the clearing 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 institution, 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 CONTRACT 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 immediately following clause (ii) by striking `the conservator' and all that follows through the period and inserting the following: `the conservator or liquidating 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 ENFORCEABLE-
          `(i) LIQUIDATION- A person who is a party to a qualified financial contract with an insured credit union may not exercise any right that such person has to terminate, liquidate, or net such contract under paragraph (8)(A) 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 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 liquidating agent; or
            `(II) after the person has received notice that the contract has been transferred pursuant to paragraph (9)(A).
          `(ii) CONSERVATORSHIP- A person who is a party to a qualified financial contract 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 Deposit Insurance Corporation Improvement Act of 1991, solely by reason of or incidental to the appointment of a conservator for the credit union or the insolvency or financial 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 financial contract with such credit union if the Board has taken steps reasonably calculated to provide notice to such person by the time specified in subparagraph (A).
        `(C) TREATMENT OF BRIDGE BANKS- The following institutions shall not be considered 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 paragraph (9):
          `(i) A bridge bank.
          `(ii) A credit union organized by the Board, for which a conservator is appointed either--
            `(I) immediately upon the organization of the credit union; or
            `(II) at the time of a purchase and assumption transaction between the credit union and the Board as receiver for a credit union in default.'.

SEC. 904. 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 following new paragraph:
      `(11) DISAFFIRMANCE OR REPUDIATION OF QUALIFIED FINANCIAL CONTRACTS- In exercising the rights of disaffirmance or repudiation of a conservator or receiver with respect to any qualified financial contract to which an insured depository institution is a party, the conservator or receiver for such institution shall either--
        `(A) disaffirm or repudiate all qualified financial contracts between--
          `(i) any person or any affiliate of such person; and
          `(ii) the depository institution in default; or
        `(B) disaffirm or repudiate none of the qualified financial contracts referred to in subparagraph (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 purposes of this subsection only, and shall not be construed 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), respectively;
      (2) by inserting after paragraph (10) the following new paragraph:
      `(11) DISAFFIRMANCE OR REPUDIATION OF QUALIFIED FINANCIAL CONTRACTS- In exercising the rights of disaffirmance or repudiation of a conservator or liquidating agent with respect to any qualified financial contract to which an insured credit union is a party, the conservator or liquidating agent for such credit union shall either--
        `(A) disaffirm or repudiate all qualified financial 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 subparagraph (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 purposes of this subsection only, and shall not be construed 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. 905. 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 qualified financial contract. If a master agreement contains provisions relating to agreements or transactions that are not themselves qualified financial contracts, the master agreement shall be deemed to be a qualified financial contract only with respect to those transactions that are themselves 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 901(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 qualified financial contract. If a master agreement contains provisions relating to agreements or transactions that are not themselves qualified financial contracts, the master agreement shall be deemed to be a qualified financial contract only with respect to those transactions that are themselves qualified financial contracts.'.

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