[Congressional Record Volume 164, Number 152 (Wednesday, September 12, 2018)]
[Senate]
[Pages S6141-S6142]
From the Congressional Record Online through the Government Publishing Office [www.gpo.gov]




                 EXECUTIVE REPORT OF COMMITTEE--TREATY

  The following executive report of committee was submitted:


[[Page S6142]]


  

       By Mr. CORKER, from the Committee on Foreign Relations:

[Treaty Doc. 114-7  U.N. Convention on the Assignment of Receivables in 
International Trade with 6 declarations and 5 understandings (Ex. Rept. 
                                115-7)]

       The text of the committee-recommended resolution of advice 
     and consent to ratification is as follows:
       Resolved, (two-thirds of the Senators present concurring 
     therein),
       Section 1. Senate Advice and Consent Subject to 
     Understandings and Declarations.
       The Senate advises and consents to the ratification of the 
     United Nations Convention on the Assignment of Receivables in 
     International Trade, done at New York on December 12, 2001, 
     and signed by the United States on December 30, 2003 (the 
     ``Convention'') (Treaty Doc. 114-7), subject to the 
     understandings of section 2 and the declarations of sections 
     3 and 4.
       Sec. 2. Understandings.
       The Senate's advice and consent under section 1 is subject 
     to the following understandings, which shall be included in 
     the instrument of ratification:
       (1) It is the understanding of the United States that 
     paragraph (2)(e) of Article 4 excludes from the scope of the 
     Convention the assignment of--
       (A) receivables that are securities, regardless of whether 
     such securities are held with an intermediary; and
       (B) receivables that are not securities, but are financial 
     assets or instruments, if such financial assets or 
     instruments are held with an intermediary.
       (2) It is the understanding of the United States that the 
     phrase ``that place where the central administration of the 
     assignor or the assignee is exercised,'' as used in Articles 
     5(h) and 36 of the Convention, has a meaning equivalent to 
     the phrase, ``that place where the chief executive office of 
     the assignor or assignee is located.''
       (3) It is the understanding of the United States that the 
     reference, in the definition of ``financial contract'' in 
     Article 5(k), to ``any other transaction similar to any 
     transaction referred to above entered into in financial 
     markets'' is intended to include transactions that are or 
     become the subject of recurrent dealings in financial markets 
     and under which payment rights are determined by reference 
     to--
       (A) underlying asset classes; or
       (B) quantitative measures of economic or financial risk or 
     value associated with an occurrence or contingency. Examples 
     are transactions under which payment rights are determined by 
     reference to weather statistics, freight rates, emissions 
     allowances, or economic statistics.
       (4) It is the understanding of the United States that 
     because the Convention applies only to ``receivables,'' which 
     are defined in Article 2(a) as contractual rights to payment 
     of a monetary sum, the Convention does not apply to other 
     rights of a party to a license of intellectual property or an 
     assignment or other transfer of an interest in intellectual 
     property or other types of interests that are not a 
     contractual right to payment of a monetary sum.
       (5) The United States understands that, with respect to 
     Article 24 of the Convention, the Article requires a 
     Contracting State to provide a certain minimum level of 
     rights to an assignee with respect to proceeds, but that it 
     does not prohibit Contracting States from providing 
     additional rights in such proceeds to such an assignee.
       Sec. 3. Declarations to be Included in the Instrument of 
     Ratification.
       The Senate's advice and consent under section 1 is subject 
     to the following declarations, which shall be included in the 
     instrument of ratification:
       (1) Pursuant to Article 23(3), the United States declares 
     that, in an insolvency proceeding of the assignor, the 
     insolvency laws of the United States or its territorial units 
     may under some circumstances--
       (A) result in priority over the rights of an assignee being 
     given to a lender extending credit to the insolvency estate, 
     or to an insolvency administrator that expends funds of the 
     insolvency estate for the preservation of the assigned 
     receivables (see, for example, title 11 of the United States 
     Code, sections 364(d) and 506(c)); or
       (B) subject the assignment of receivables to avoidance 
     rules, such as those dealing with preferences, undervalued 
     transactions and transactions intended to defeat, delay, or 
     hinder creditors of the assignor.
       (2) Pursuant to Article 36 of the Convention, the United 
     States declares that, with respect to an assignment of 
     receivables governed by enactments of Article 9 of the 
     Uniform Commercial Code, as adopted in one of its territorial 
     units, if an assignor's location pursuant to Article 5(h) of 
     the Convention is the United States and, under the location 
     rules contained in section 9-307 of the Uniform Commercial 
     Code, as adopted in that territorial unit, the assignor is 
     located in a territorial unit of the United States, that 
     territorial unit is the location of the assignor for purposes 
     of this Convention.
       (3) Pursuant to Article 37 of the Convention, the United 
     States declares that any reference in the Convention to the 
     law of the United States means the law in force in the 
     territorial unit thereof determined in accordance with 
     Article 36 and the Article 5(h) definition of location. 
     However, to the extent under the conflict-of-laws rules in 
     force in that territorial unit, a particular matter would be 
     governed by the law in force in a different territorial unit 
     of the United States, the reference to ``law of the United 
     States'' with respect to that matter is to the law in force 
     in the different territorial unit. The conflict-of-laws rules 
     referred to in the preceding sentence refer primarily to the 
     conflict-of-laws rules in section 9-301 of the Uniform 
     Commercial Code as enacted in each State of the United 
     States.
       (4) Pursuant to Article 39 of the Convention, the United 
     States declares that it will not be bound by chapter V of the 
     Convention.
       (5) Pursuant to Article 40, the United States declares that 
     the Convention does not affect contractual anti-assignment 
     provisions where the debtor is a governmental entity or an 
     entity constituted for a public purpose in the United States.
       Sec. 4. Self-Execution Declaration.
       The Senate's advice and consent under section 1 is subject 
     to the following declaration: This Convention is self-
     executing.

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