172
‘‘(H) VIOLATIONS OF LAW.—Any violation 
of any law or regulation, or any unsafe or un-
sound practice or condition that is likely to—
‘‘(i) cause insolvency or substantial 
dissipation of assets or earnings; or 
‘‘(ii) weaken the condition of the regu-
lated entity. 
‘‘(I) CONSENT.—The regulated entity, by 
resolution of its board of directors or its share-
holders or members, consents to the appoint-
ment. 
‘‘(J) UNDERCAPITALIZATION.—The regu-
lated entity is undercapitalized or significantly 
undercapitalized 
(as 
defined 
in 
section 
1364(a)(3) or in regulations issued pursuant to 
section 1364(b), as applicable), and—
‘‘(i) has no reasonable prospect of be-
coming adequately capitalized; 
‘‘(ii) fails to become adequately cap-
italized, as required by—
‘‘(I) section 1365(a)(1) with re-
spect to an undercapitalized regulated 
entity; or
173
‘‘(II) section 1366(a)(1) with re-
spect to a significantly undercapital-
ized regulated entity; 
‘‘(iii) fails to submit a capital restora-
tion plan acceptable to the Agency within 
the time prescribed under section 1369C; 
or 
‘‘(iv) materially fails to implement a 
capital restoration plan submitted and ac-
cepted under section 1369C. 
‘‘(K) CRITICAL UNDERCAPITALIZATION.—
The regulated entity is critically undercapital-
ized, as defined in section 1364(a)(4) or in reg-
ulations issued pursuant to section 1364(b), as 
applicable. 
‘‘(L) MONEY LAUNDERING.—The Attorney 
General notifies the Director in writing that the 
regulated entity has been found guilty of a 
criminal offense under section 1956 or 1957 of 
title 18, United States Code, or section 5322 or 
5324 of title 31, United States Code. 
‘‘(4) JUDICIAL REVIEW.—
‘‘(A) IN GENERAL.—If the Agency is ap-
pointed conservator or receiver under this sec-
tion, the regulated entity may, within 30 days
174
of such appointment, bring an action in the 
United States District Court for the judicial 
district in which the principal place of business 
of such regulated entity is located, or in the 
United States District Court for the District of 
Columbia, for an order requiring the Agency to 
remove itself as conservator or receiver. 
‘‘(B) REVIEW.—Upon the filing of an ac-
tion under subparagraph (A), the court shall, 
upon the merits, dismiss such action or direct 
the Agency to remove itself as such conservator 
or receiver. 
‘‘(5) DIRECTORS
NOT
LIABLE
FOR
ACQUI-
ESCING IN APPOINTMENT OF CONSERVATOR OR RE-
CEIVER.—The members of the board of directors of 
a regulated entity shall not be liable to the share-
holders or creditors of the regulated entity for acqui-
escing in or consenting in good faith to the appoint-
ment of the Agency as conservator or receiver for 
that regulated entity. 
‘‘(6) AGENCY
NOT
SUBJECT
TO
ANY
OTHER 
FEDERAL AGENCY.—When acting as conservator or 
receiver, the Agency shall not be subject to the di-
rection or supervision of any other agency of the
175
United States or any State in the exercise of the 
rights, powers, and privileges of the Agency. 
‘‘(b) POWERS AND DUTIES OF THE AGENCY AS CON-
SERVATOR OR RECEIVER.—
‘‘(1) RULEMAKING AUTHORITY OF THE AGEN-
CY.—The Agency may prescribe such regulations as 
the Agency determines to be appropriate regarding 
the conduct of conservatorships or receiverships. 
‘‘(2) GENERAL POWERS.—
‘‘(A) SUCCESSOR
TO
REGULATED
ENTI-
TY.—The Agency shall, as conservator or re-
ceiver, and by operation of law, immediately 
succeed to—
‘‘(i) all rights, titles, powers, and 
privileges of the regulated entity, and of 
any stockholder, officer, or director of such 
regulated entity with respect to the regu-
lated entity and the assets of the regulated 
entity; and 
‘‘(ii) title to the books, records, and 
assets of any other legal custodian of such 
regulated entity. 
‘‘(B) OPERATE
THE
REGULATED
ENTI-
TY.—The Agency may, as conservator or re-
ceiver—
176
‘‘(i) take over the assets of and oper-
ate the regulated entity with all the powers 
of the shareholders, the directors, and the 
officers of the regulated entity and conduct 
all business of the regulated entity; 
‘‘(ii) collect all obligations and money 
due the regulated entity; 
‘‘(iii) perform all functions of the reg-
ulated entity in the name of the regulated 
entity which are consistent with the ap-
pointment as conservator or receiver; and 
‘‘(iv) preserve and conserve the assets 
and property of such regulated entity. 
‘‘(C) FUNCTIONS
OF
OFFICERS, DIREC-
TORS, AND SHAREHOLDERS OF A REGULATED 
ENTITY.—The Agency may, by regulation or 
order, provide for the exercise of any function 
by any stockholder, director, or officer of any 
regulated entity for which the Agency has been 
named conservator or receiver. 
‘‘(D) POWERS
AS
CONSERVATOR.—The 
Agency may, as conservator, take such action 
as may be—
‘‘(i) necessary to put the regulated en-
tity in a sound and solvent condition; and
177
‘‘(ii) appropriate to carry on the busi-
ness of the regulated entity and preserve 
and conserve the assets and property of 
the regulated entity. 
‘‘(E) 
ADDITIONAL
POWERS
AS
RE-
CEIVER.—The Agency may, as receiver, place 
the regulated entity in liquidation and proceed 
to realize upon the assets of the regulated enti-
ty, having due regard to the conditions of the 
housing finance market. 
‘‘(F) ORGANIZATION OF NEW REGULATED 
ENTITIES.—The Agency may, as receiver, orga-
nize a successor regulated entity that will oper-
ate pursuant to subsection (i). 
‘‘(G) TRANSFER OF ASSETS AND LIABIL-
ITIES.—The Agency may, as conservator or re-
ceiver, transfer any asset or liability of the reg-
ulated entity in default without any approval, 
assignment, or consent with respect to such 
transfer. Any Federal home loan bank may, 
with the approval of the Agency, acquire the as-
sets of any Bank in conservatorship or receiver-
ship, and assume the liabilities of such Bank. 
‘‘(H) PAYMENT OF VALID OBLIGATIONS.—
The Agency, as conservator or receiver, shall, to
178
the extent of proceeds realized from the per-
formance of contracts or sale of the assets of a 
regulated entity, pay all valid obligations of the 
regulated entity in accordance with the pre-
scriptions and limitations of this section. 
‘‘(I) SUBPOENA AUTHORITY.—
‘‘(i) IN GENERAL.—
‘‘(I) IN GENERAL.—The Agency 
may, as conservator or receiver, and 
for purposes of carrying out any 
power, authority, or duty with respect 
to a regulated entity (including deter-
mining any claim against the regu-
lated entity and determining and real-
izing upon any asset of any person in 
the course of collecting money due the 
regulated entity), exercise any power 
established under section 1348. 
‘‘(II) APPLICABILITY OF LAW.—
The provisions of section 1348 shall 
apply with respect to the exercise of 
any power exercised under this sub-
paragraph in the same manner as 
such provisions apply under that sec-
tion.
179
‘‘(ii) AUTHORITY
OF
DIRECTOR.—A 
subpoena or subpoena duces tecum may be 
issued under clause (i) only by, or with the 
written approval of, the Director, or the 
designee of the Director. 
‘‘(iii) RULE OF CONSTRUCTION.—This 
subsection shall not be construed to limit 
any rights that the Agency, in any capac-
ity, might otherwise have under section 
1317 or 1379D. 
‘‘(J) CONTRACTING
FOR
SERVICES.—The 
Agency may, as conservator or receiver, provide 
by contract for the carrying out of any of its 
functions, activities, actions, or duties as con-
servator or receiver. 
‘‘(K) INCIDENTAL POWERS.—The Agency 
may, as conservator or receiver—
‘‘(i) exercise all powers and authori-
ties specifically granted to conservators or 
receivers, respectively, under this section, 
and such incidental powers as shall be nec-
essary to carry out such powers; and 
‘‘(ii) take any action authorized by 
this section, which the Agency determines
180
is in the best interests of the regulated en-
tity or the Agency. 
‘‘(3) AUTHORITY OF RECEIVER TO DETERMINE 
CLAIMS.—
‘‘(A) IN GENERAL.—The Agency may, as 
receiver, determine claims in accordance with 
the requirements of this subsection and any 
regulations prescribed under paragraph (4). 
‘‘(B) NOTICE
REQUIREMENTS.—The re-
ceiver, in any case involving the liquidation or 
winding up of the affairs of a closed regulated 
entity, shall—
‘‘(i) promptly publish a notice to the 
creditors of the regulated entity to present 
their claims, together with proof, to the re-
ceiver by a date specified in the notice 
which shall be not less than 90 days after 
the publication of such notice; and 
‘‘(ii) republish such notice approxi-
mately 1 month and 2 months, respec-
tively, after the publication under clause 
(i). 
‘‘(C) MAILING
REQUIRED.—The receiver 
shall mail a notice similar to the notice pub-
lished under subparagraph (B)(i) at the time of
181
such publication to any creditor shown on the 
books of the regulated entity—
‘‘(i) at the last address of the creditor 
appearing in such books; or 
‘‘(ii) upon discovery of the name and 
address of a claimant not appearing on the 
books of the regulated entity within 30 
days after the discovery of such name and 
address. 
‘‘(4) RULEMAKING
AUTHORITY
RELATING
TO 
DETERMINATION OF CLAIMS.—Subject to subsection 
(c), the Director may prescribe regulations regarding 
the allowance or disallowance of claims by the re-
ceiver and providing for administrative determina-
tion of claims and review of such determination. 
‘‘(5) PROCEDURES
FOR
DETERMINATION
OF 
CLAIMS.—
‘‘(A) DETERMINATION PERIOD.—
‘‘(i) IN GENERAL.—Before the end of 
the 180-day period beginning on the date 
on which any claim against a regulated en-
tity is filed with the Agency as receiver, 
the Agency shall determine whether to 
allow or disallow the claim and shall notify
182
the claimant of any determination with re-
spect to such claim. 
‘‘(ii) EXTENSION OF TIME.—The pe-
riod described in clause (i) may be ex-
tended by a written agreement between the 
claimant and the Agency. 
‘‘(iii) MAILING
OF
NOTICE
SUFFI-
CIENT.—The notification requirements of 
clause (i) shall be deemed to be satisfied if 
the notice of any determination with re-
spect to any claim is mailed to the last ad-
dress of the claimant which appears—
‘‘(I) on the books of the regu-
lated entity; 
‘‘(II) in the claim filed by the 
claimant; or 
‘‘(III) in documents submitted in 
proof of the claim. 
‘‘(iv) CONTENTS OF NOTICE OF DIS-
ALLOWANCE.—If any claim filed under 
clause (i) is disallowed, the notice to the 
claimant shall contain—
‘‘(I) a statement of each reason 
for the disallowance; and