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Draft of Declarations 2-1-07 [i] (2007)

handle is hein.nccusl/nccpub00967 and id is 1 raw text is: United Nations Convention on the Assignment
of Receivables in International Trade
Article 4. Exclusions and other limitations
2. This Convention does not apply to assignments of receivables arising under or from:
(e) The transfer of security rights in, sale, loan or holding of or agreement to repurchase securities
or other financial assets or instruments held with an intermediary;
[Declaration: Pursuant to article 4, the United States understands that paragraph 2(e) of article 4 (i) applies
only to securities held with an intermediary or other financial assets held with an intermediary, (ii) does not
apply to securities directly-held by the assignor or other financial assets directly-held by the assignor, and (iii)
does not apply to a receivable owing to the assignor arising out of the assignment of a security or financial asset,
even if the security or financial asset is held with an intermediary.]
Article 5. Definitions and rules of interpretation
For the purposes of this Convention:
(h) A person is located in the State in which it has its place of business. If the assignor or the
assignee has a place of business in more than one State, the place of business is that place where the
central administration of the assignor or the assignee is exercised. If the debtor has a place of business in
more than one State, the place of business is that which has the closest relationship to the original
contract. If a person does not have a place of business, reference is to be made to the habitual residence
of that person;
[Declaration: Pursuant to article 5, the United States understands that the phrase central administration
in paragraph (h) of article 5 will be interpreted in a manner consistent with (i) the phrase centre of main
interest as that phrase is used in the UNCITRAL Legislative Guide on Insolvency Law, the UNCITRAL Model
Law on Cross-Border Insolvency, and Council (EC) Regulation No. 134612000 of 29 May 2000 on Insolvency
Proceedings, and (ii) the phrase chief executive office as that phrase is used in the Uniform Commercial Code
as enacted in the various territorial units of the United States.]
Article 23. Public policy and mandatory rules
1. The application of a provision of the law of the State in which the assignor is located may

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