(a) The assignee consents to it or

Failure of the assignor to perform the original contract does not entitle the debtor to recover from the assignee a sum paid by the debtor to the assignor or the assignee.

(b) In the case of an assignment by the initial or any other assignee ( subsequent assignment ), the person who makes that assignment is the assignor and the person to whom that assignment is made is the assignee.

Assignor and assignee

1. Unless otherwise agreed between the assignor and the assignee, the assignor or the assignee or both may send the debtor notification of the assignment and a payment instruction, but after notification has been sent only the assignee may send such an instruction.

Priority between the assignee and the insolvency administrator or creditors of the assignor

Rights and obligations of the assignor and the assignee

(a) Arising from fraudulent acts on the part of the assignee or

If , however , securities borrowed by the reporting entity acting as the transferee , are not kept in its custody account at the year end , the transferee shall establish a provision for losses if the market value of the underlying securities has risen since the contract date of the lending transaction .

1. As between the assignor and the assignee, unless otherwise agreed and whether or not notification of the assignment has been sent

An assignee entitled to priority may at any time subordinate its priority unilaterally or by agreement in favour of any existing or future assignees.

(b) The assignor has not previously assigned the receivable to another assignee and

1. An assignment is not ineffective as between the assignor and the assignee or as against the debtor or as against a competing claimant, and the right of an assignee may not be denied priority, on the ground that it is an assignment of more than one receivable, future receivables or parts of or undivided interests in receivables, provided that the receivables are described

If , however , securities borrowed by the reporting entity acting as the transferee , are not kept in its custody account at the year end , the transferee shall establish a provision for losses if the market value of the underlying securities has risen since the contract date of the lending transaction .

Law applicable to the rights and obligations of the assignee and the debtor

2. After the debtor receives notification of the assignment, subject to paragraphs 3 to 8 of this article, the debtor is discharged only by paying the assignee or, if otherwise instructed in the notification of the assignment or subsequently by the assignee in a writing received by the debtor, in accordance with such payment instruction.

2. A single registration may cover one or more assignments by the assignor to the assignee of one or more existing or future receivables, irrespective of whether the receivables exist at the time of registration.

Law applicable to the mutual rights and obligations of the assignor and the assignee

If , however , securities borrowed by the ECB , or an NCB acting as the transferee , are not kept in its depot at the year end , the transferee shall establish a provision for losses if the market value of the underlying securities has risen since the contract date of the lending transaction and to show a liability ( retransfer of the securities ) if the transferee has in the meantime sold the securities .

1. A personal or property right securing payment of the assigned receivable is transferred to the assignee without a new act of transfer. If such a right, under the law governing it, is transferable only with a new act of transfer, the assignor is obliged to transfer such right and any proceeds to the assignee.

(b) The receivable is not fully earned by performance and either the modification is provided for in the original contract or, in the context of the original contract, a reasonable assignee would consent to the modification.

The law governing the original contract determines the effectiveness of contractual limitations on assignment as between the assignee and the debtor, the relationship between the assignee and the debtor, the conditions under which the assignment can be invoked against the debtor and whether the debtor's obligations have been discharged.

2. Unless otherwise agreed between the assignor and the assignee, the assignor does not represent that the debtor has, or will have, the ability to pay.

3. Paragraphs 1 and 2 of this article do not affect any right of the assignor or the assignee arising from breach of an agreement between them.

2. The assignee may not retain more than the value of its right in the receivable.

(a) The assignor has received the proceeds under instructions from the assignee to hold the proceeds for the benefit of the assignee and

The transferee shall show a liability for the retransfer of the securities if in the meantime the securities have been sold .

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.

1. The debtor may agree with the assignor in a writing signed by the debtor not to raise against the assignee the defences and rights of set off that it could raise pursuant to article 18. Such an agreement precludes the debtor from raising against the assignee those defences and rights of set off.

(b) The proceeds are held by the assignor for the benefit of the assignee separately and are reasonably identifiable from the assets of the assignor, such as in the case of a separate deposit or securities account containing only proceeds consisting of cash or securities.

1. The mutual rights and obligations of the assignor and the assignee arising from their agreement are determined by the terms and conditions set forth in that agreement, including any rules or general conditions referred to therein.

2. If proceeds are received by the assignor, the right of the assignee in those proceeds has priority over the right of a competing claimant in those proceeds to the same extent as the assignee's right had priority over the right in the assigned receivable of that claimant if

(i) Another assignee of the same receivable from the same assignor, including a person who, by operation of law, claims a right in the assigned receivable as a result of its right in other property of the assignor, even if that receivable is not an international receivable and the assignment to that assignee is not an international assignment

(d) Notification of the assignment means a communication in writing that reasonably identifies the assigned receivables and the assignee

1. The mutual rights and obligations of the assignor and the assignee arising from their agreement are governed by the law chosen by them.

1. Unless otherwise agreed between the assignor and the assignee, the assignor represents at the time of conclusion of the contract of assignment that

2. The assignor and the assignee are bound by any usage to which they have agreed and, unless otherwise agreed, by any practices they have established between themselves.

2. The debtor may raise against the assignee any other right of set off, provided that it was available to the debtor at the time notification of the assignment was received by the debtor.

If , however , securities borrowed are not kept in the depot of the transferee at the year end , the transferee shall be required to establish a provision for losses if the market value of the underlying securities has risen since the contract date of the lending transaction and to show a liability ( retransfer of the securities ) if the securities have been sold in the meantime by the transferee .

1. In a claim by the assignee against the debtor for payment of the assigned receivable, the debtor may raise against the assignee all defences and rights of set off arising from the original contract, or any other contract that was part of the same transaction, of which the debtor could avail itself as if the assignment had not been made and such claim were made by the assignor.

(a) If payment in respect of the assigned receivable is made to the assignee, the assignee is entitled to retain the proceeds and goods returned in respect of the assigned receivable

As between assignees of the same receivable from the same assignor, the priority of the right of an assignee in the assigned receivable is determined by the order in which notification of the respective assignments is received by the debtor. However, an assignee may not obtain priority over a prior assignment of which the assignee had knowledge at the time of conclusion of the contract of assignment to that assignee by notifying the debtor.

The right of an assignee in an assigned receivable has priority over the right of an insolvency administrator and creditors who obtain a right in the assigned receivable by attachment, judicial act or similar act of a competent authority that gives rise to such right, if the receivable was assigned before the commencement of such insolvency proceeding, attachment, judicial act or similar act.

2. An agreement concluded after notification of the assignment between the assignor and the debtor that affects the assignee's rights is ineffective as against the assignee unless

Subject to article 19, the assignor, the assignee and the debtor may derogate from or vary by agreement provisions of this Convention relating to their respective rights and obligations. Such an agreement does not affect the rights of any person who is not a party to the agreement.