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![handle is hein.nccusl/nccpub00987 and id is 1 raw text is: Draft
April 2, 2007
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;
[Understanding: The United States understands that paragraph (2) of article 4 (with respect to
clause (e)) excludes from the scope of the Convention the assignment of (i) a receivable that is a
security, regardless of whether the security is held with an intermediary and (ii) a receivable that is not
a security but is a financial asset or instrument, if in each case the financial asset or instrument is held
with an intermediary.]
[The Senate Report will explain that the understanding does not address whether the Convention
applies to the assignment of a receivable that arises from the transfer of(a) a security, or (ii) a financial
asset or instrument, if in each case the financial asset or instrument is held with an intermediary. The
Senate Report will also state that references to the term security and to the phrase financial asset
or instrument held with an intermediary should be understood as that term and phrase are used in
other international instruments to be identified in the Report.]
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;
[Understanding: The United States understands that the phrase that place where the central](ViewImageLocal?handle=hein.nccusl/nccpub00987&div=1&collection=&method=preview&ext=.png&size=3)