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Revised Draft of Declarations for Conf. Call 2-8-07 [i] (2007)

handle is hein.nccusl/nccpub00989 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;
[Understanding: The United States understands that paragraph (2) (e) of article 4 (i) excludes the
following, when held by the assignor with an intermediary: securities, other financial assets, and
instruments, (ii) does not exclude the following, when directly-held by the assignor: securities, other
financial assets, and instruments, and (iii) does not exclude a receivable owing to the assignor arising
out of the transfer of a security, other financial asset, or an instrument, even if the security, other
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;
[Understanding: 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 has the same
meaning as the phrase chief executive office as that phrase is used in the Uniform Commercial Code
as enacted in the territorial units of the United States.]
Article 9. Contractual limitations on assignments
1. An assignment of a receivable is effective notwithstanding any agreement between the initial or
any subsequent assignor and the debtor or any subsequent assignee limiting in any way the assignor's right
to assign its receivables.
2. Nothing in this article affects any obligation or liability of the assignor for breach of such an

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