(c) gives the Corporation the right to recover out of the assets of the federal member institution all the costs, charges and expenses properly incurred by the Corporation in the receivership, in priority to all other claims.
General, re orders	(4) For greater certainty,
	(a) shares and subordinated debt of a federal member institution that, immediately before the making of an order under paragraph (1)(a), are vested in a trustee in bankruptcy under the Bankruptcy and Insolvency Act are vested in the Corporation; and
	(b) an order made under paragraph (1)(b) prevents any person, other than the Corporation, who is the holder of shares or subordinated debt of the federal member institution, and any secured creditor or assignee or successor in interest of such person, from exercising any voting or other rights attached to the shares or subordinated debt or arising from the holder's status as such in any manner that would or might tend to defeat or interfere with the rights, powers, privileges and immunities of the Corporation as receiver.
Receiver order dealings	(5) Where an order is made under paragraph (1)(b),
	(a) the Corporation, as receiver, may exercise its powers, rights, privileges and immunities without leave, approval or other intervention of a court, but may seek the assistance of a superior court in order to give effect to those powers, rights, privileges and immunities,
	(b) an asset of the federal member institution that is acquired from the Corporation, as receiver, shall, except to the extent that it is an asset referred to in paragraph (3)(b)(iii), be acquired free of any adverse claim of the federal member institution or any other person, and
	(c) the Corporation, as receiver, may cause or refrain from causing any obligation of the federal member institution to be performed and may cause the federal member institution to incur an obligation or do so on its behalf,
	and the Corporation shall not, by reason of its appointment as receiver or any action taken by it, be held to have assumed or incurred any obligation of the federal member institution for its own account.
Order conclusive	(6) An order of the Governor in Council under this section is for all purposes final and conclusive and shall not be questioned or reviewed in any court.
Powers of Corporation	39.14 (1) Where an order in respect of a federal member institution is made under
	(a) paragraph 39.13(1)(a), the powers, duties, functions, rights and privileges of the directors of the federal member institution and those of its officers responsible for its management are suspended, or
	(b) paragraph 39.13(1)(b), the powers, duties, functions, rights and privileges of the directors of the federal member institution and those of its officers responsible for its management are suspended as regards the assets and undertaking of which the Corporation has been appointed receiver
	and the Corporation may exercise or perform those powers, duties, functions, rights and privileges.
Persons to assist	(2) The Corporation may appoint one or more persons to assist it in the management of any federal member institution or in carrying out the Corporation's functions as receiver and may delegate to those persons any of the powers, duties, functions, rights or privileges of the directors and officers of the federal member institution referred to in paragraph (1)(a) or (b).
Certain powers, etc., of directors not affected	(3) Nothing in subsection (1) shall be construed as preventing the directors of the federal member institution from exercising the powers, duties, functions, rights and privileges of directors in respect of the rights of the federal member institution under sections 39.23 to 39.36.
Stay of proceedings	39.15 (1) Where an order is made under subsection 39.13(1),
	(a) no action or other civil proceeding may be commenced or continued against the federal member institution or in respect of its assets other than a proceeding under the Winding-up and Restructuring Act commenced by the Corporation;
	(b) no attachment, garnishment, execution or other method of enforcement of a judgment or order against the federal member institution or its assets may take place or continue;
	(c) no creditor of the federal member institution has any remedy against the federal member institution or its assets;
	(d) no creditor has any right of set-off against the federal member institution, which, for greater certainty, does not include the consolidation of accounts maintained in the normal course for the purpose of providing clearing and settlement services or the services referred to in paragraph (5)(c); and
	(e) no person may terminate or amend any agreement with the federal member institution or claim an accelerated payment under any such agreement with the federal member institution by reason only of
	(i) the federal member institution's insolvency,
	(ii) a default, before the order was made, by the federal member institution in the performance of its obligations under the agreement, or
	(iii) the making of the order.
Agreements overridden	(2) Where an order is made under subsection 39.13(1), any stipulation in an agreement is of no force or effect if it
	(a) has the effect of providing for, or permitting, anything that, in substance, is contrary to paragraph (1)(e) or 39.13(3)(b); or
	(b) provides, in substance, that on
	(i) the federal member institution's insolvency,
	(ii) the default by the federal member institution in the performance of an obligation, or
	(iii) the making of the order
	the federal member institution ceases to have the rights to use or deal with assets that the federal member institution would otherwise have.
Clearing arrangements	(3) Subsections (1) and (2) do not apply so as to prevent a member of the Canadian Payments Association from acting or ceasing to act as a clearing agent for a federal member institution in accordance with the Canadian Payments Association Act and the by-laws and rules of that Association.
Rights subject to set-off	(4) A federal member institution in respect of which an order is made under subsection 39.13(1) may not enforce against a person a right to receive an amount against which the person, but for paragraph (1)(d), would have a right of set-off.
Further supplies and advances	(5) Nothing in subsection (1) or (2) shall be construed
	(a) as prohibiting a person from requiring payments to be made in cash for goods, services, use of leased or licensed property or other valuable consideration provided after the making of the order;
	(b) as requiring the advance to a federal member institution in respect of which an order is made under subsection 39.13(1) of money or credit after the making of the order; or
	(c) as requiring the provision to a federal member institution in respect of which an order is made under subsection 39.13(1) of any of the following services where to do so would be likely, in the reasonable opinion of the person providing the service, to result in that person advancing money or credit to the federal member institution after the making of the order or to give rise, after the making of the order, to a claim of that person against the federal member institution, namely,
	(i) cash management services,
	(ii) services related to the redemption of debt instruments,
	(iii) services related to the issuance of letters of credit or guarantees,
	(iv) cheque certification services,
	(v) currency supply services,
	(vi) funds transfer services and remittance order services,
	(vii) securities delivery and settlement services,
	(viii) charge, credit, debit and payment card services,
	(ix) automated banking and teller machine services,
	(x) electronic funds transfer at point of sale services,
	(xi) consignment cheque services,
	(xii) other services similar to those referred to in subparagraphs (i) to (xi),
	(xiii) any service of a kind prescribed by the regulations, and
	(xiv) a guarantee of liabilities in respect of any of the services referred to in subparagraphs (i) to (xiii).
Security agreements	(6) Paragraphs (1)(b) to (e) and subsection (2) do not apply in respect of a remedy under, or a stipulation of, a security agreement creating a security interest in assets of a federal member institution if
	(a) an obligation secured by the security agreement is to the Bank of Canada or the Corporation; or
	(b) the Superintendent, on approving the creation of the security interest, exempted the security agreement from the application of those paragraphs and that subsection.
Financial contracts	(7) Nothing in subsection (1) or (2) prevents the termination of any of the following agreements in accordance with their terms or the setting off of an amount payable under or in connection with any of the following agreements, namely,
	(a) a currency or interest rate swap agreement;
	(b) a basis swap agreement;
	(c) a spot, future, forward or other foreign exchange agreement;
	(d) a cap, collar or floor transaction;
	(e) a commodity swap;
	(f) a forward rate agreement;
	(g) a repurchase or reverse repurchase agreement;
	(h) a spot, future, forward or other commodity contract;
	(i) an agreement to buy, sell, borrow or lend securities, to clear or settle securities transactions or to act as a depository for securities;
	(j) any derivative, combination or option in respect of, or agreement similar to, an agreement or contract referred to in paragraphs (a) to (i);
	(k) any master agreement in respect of any agreement or contract referred to in paragraphs (a) to (j);
	(l) any master agreement in respect of a master agreement referred to in paragraph (k);
	(m) a guarantee of the liabilities under an agreement or contract referred to in paragraphs (a) to (l); and
	(n) any agreement of a kind prescribed by the regulations.
Regulations	(8) The Governor in Council may make regulations prescribing
	(a) kinds of services for the purposes of subparagraph (5)(c)(xiii); and
	(b) kinds of agreements for the purposes of paragraph (7)(n).
Exemption	39.16 The Governor in Council may, in an order made under subsection 39.13(1), provide that subsection 39.15(1) or (2) or any portion thereof does not apply in respect of the federal member institution.
Leave of court	39.17 (1) A superior court may, on such terms as it considers proper, grant leave to a person to do any thing that the person would otherwise be prevented from doing by section 39.15, if the court is satisfied
	(a) that the person is likely to be materially prejudiced if leave is not granted; or
	(b) that it is equitable on other grounds to grant leave.
Corporation to be made party	(2) The Corporation must be joined as a respondent in any application under subsection (1) and is entitled to such notice of the application as the court considers proper.
Orders of national effect	(3) An order of a superior court of a province under subsection (1) may, if the order so provides, have effect in all or a part of Canada outside the province.
Termination	39.18 Sections 39.14 and 39.15 cease to apply in respect of a federal member institution
	(a) on the date specified in a notice described in subsection 39.2(3) in respect of the federal member institution; or
	(b) on the date that a winding-up order is made in respect of the federal member institution.
Part VII of Bank Act, etc., inapplicable	39.19 (1) The following enactments do not apply in respect of shares of a federal member institution that are vested in the Corporation by an order made under paragraph 39.13(1)(a):
	(a) sections 372, 377, 378, 381 and 398 and subsection 400(2) of the Bank Act;
	(b) sections 407 and 411 of the Insurance Companies Act; and
	(c) sections 375, 376, 379 and 396 and subsection 399(2) of the Trust and Loan Companies Act.
Public holding requirement re parent	(2) An exemption from the application of section 381 of the Bank Act, section 411 of the Insurance Companies Act or section 379 of the Trust and Loan Companies Act that is granted under section 384 of the Bank Act, section 414 of the Insurance Companies Act or section 382 of the Trust and Loan Companies Act continues in force notwithstanding that the entity that controls the bank, insurance company, trust company or loan company is a federal member institution the shares of which are vested in the Corporation by an order made under paragraph 39.13(1)(a).
Termination	(3) Subsections (1) and (2) cease to apply in respect of a federal member institution on the date specified in a notice described in subsection 39.2(3) in respect of the federal member institution.