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Redline Draft of Declarations for Conf. Call 2-8-07 [i]

handle is hein.nccusl/nccpub00981 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;
[Dee,, t-t .                  tP Understanding: The United States understands that paragraph
42)(e) of article 4 (i) a>rtpI      t&r - 'ie~dexcludes the following, when held by the assignor with
an intermediary-: securities other financial assets W. and instruments, (ii) does
not a pA u< st  -#eexclude the following, when directly-held by the assignor u4: securities, other
financial assets -d  -4 -#              and instruments, and (iii) does not j.pA4  exclude a
receivable owing to the assignor arising out of the aosi rnras er of a security(P other financial
asset, or an instrument, even if the security- Lother financial asset, or instrument 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;
[                          . --   nderstandin z: The United States understands that the phrase
place where the central administration of the assignor or the assignee is exercised in paragraph (h)
of article 5 w44L p-e~ t            H   4    + tW *4
4~3                               0                                .+-has
the same meaning as the phrase chief executive office as that phrase is used in the Uniform
Commercial Code as enacted in the- Y +  territorial units of the United States.]

Article 9. Contractual limitations on assignments

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