• Chapter IX Chapter IX Assignments of associated rights and international interests; rights of subrogation

    • Article 31 — Effects of assignment

      1. Except as otherwise agreed by the parties, an assignment of associated rights made in conformity with Article 32 also transfers to the assignee:
      (a) the related international interest; and
      (b) all the interests and priorities of the assignor under this Convention.
      2. Nothing in this Convention prevents a partial assignment of the assignor's associated rights. In the case of such a partial assignment the assignor and assignee may agree as to their respective rights concerning the related international interest assigned under the preceding paragraph but not so as adversely to affect the debtor without its consent.
      3. Subject to paragraph 4, the applicable law shall determine the defences and rights of set-off available to the debtor against the assignee.
      4. The debtor may at any time by agreement in writing waive all or any of the defences and rights of set-off referred to in the preceding paragraph other than defences arising from fraudulent acts on the part of the assignee.
      5. In the case of an assignment by way of security, the assigned associated rights revest in the assignor, to the extent that they are still subsisting, when the obligations secured by the assignment have been discharged.

    • Article 32 — Formal requirements of assignment

      1. An assignment of associated rights transfers the related international interest only if it:
      (a) is in writing;
      (b) enables the associated rights to be identified under the contract from which they arise; and
      (c) in the case of an assignment by way of security, enables the obligations secured by the assignment to be determined in accordance with the Protocol but without the need to state a sum or maximum sum secured.
      2. An assignment of an international interest created or provided for by a security agreement is not valid unless some or all related associated rights also are assigned.
      3. This Convention does not apply to an assignment of associated rights which is not effective to transfer the related international interest.

    • Article 33 — Debtor's duty to assignee

      1. To the extent that associated rights and the related international interest have been transferred in accordance with Articles 31 and 32, the debtor in relation to those rights and that interest is bound by the assignment and has a duty to make payment or give other performance to the assignee, if but only if:
      (a) the debtor has been given notice of the assignment in writing by or with the authority of the assignor; and
      (b) the notice identifies the associated rights.
      2. Irrespective of any other ground on which payment or performance by the debtor discharges the latter from liability, payment or performance shall be effective for this purpose if made in accordance with the preceding paragraph.
      3. Nothing in this Article shall affect the priority of competing assignments.

    • Article 34 — Default remedies in respect of assignment by way of security

      In the event of default by the assignor under the assignment of associated rights and the related international interest made by way of security, Articles 8, 9 and 11 to 14 apply in the relations between the assignor and the assignee (and, in relation to associated rights, apply in so far as those provisions are capable of application to intangible property) as if references:

      (a) to the secured obligation and the security interest were references to the obligation secured by the assignment of the associated rights and the related international interest and the security interest created by that assignment;
      (b) to the chargee or creditor and chargor or debtor were references to the assignee and assignor;
      (c) to the holder of the international interest were references to the assignee; and
      (d) to the object were references to the assigned associated rights and the related international interest.

    • Article 35 — Priority of competing assignments

      1. Where there are competing assignments of associated rights and at least one of the assignments includes the related international interest and is registered, the provisions of Article 29 apply as if the references to a registered interest were references to an assignment of the associated rights and the related registered interest and as if references to a registered or unregistered interest were references to a registered or unregistered assignment.
      2. Article 30 applies to an assignment of associated rights as if the references to an international interest were references to an assignment of the associated rights and the related international interest.

    • Article 36 — Assignee's priority with respect to associated rights

      1. The assignee of associated rights and the related international interest whose assignment has been registered only has priority under Article 35(1) over another assignee of the associated rights:
      (a) if the contract under which the associated rights arise states that they are secured by or associated with the object; and
      (b) to the extent that the associated rights are related to an object.
      2. For the purposes of sub-paragraph (b) of the preceding paragraph, associated rights are related to an object only to the extent that they consist of rights to payment or performance that relate to:
      (a) a sum advanced and utilised for the purchase of the object;
      (b) a sum advanced and utilised for the purchase of another object in which the assignor held another international interest if the assignor transferred that interest to the assignee and the assignment has been registered;
      (c) the price payable for the object;
      (d) the rentals payable in respect of the object; or
      (e) other obligations arising from a transaction referred to in any of the preceding subparagraphs.
      3. In all other cases, the priority of the competing assignments of the associated rights shall be determined by the applicable law.

    • Article 37 — Effects of assignor's insolvency

      The provisions of Article 30 apply to insolvency proceedings against the assignor as if references to the debtor were references to the assignor.

    • Article 38 — Subrogation

      1. Subject to paragraph 2, nothing in this Convention affects the acquisition of associated rights and the related international interest by legal or contractual subrogation under the applicable law.
      2. The priority between any interest within the preceding paragraph and a competing interest may be varied by agreement in writing between the holders of the respective interests but an assignee of a subordinated interest is not bound by an agreement to subordinate that interest unless at the time of the assignment a subordination had been registered relating to that agreement.