Uniform Assignment for Benefit of Creditors Act

Second Regular Session
Seventy-fifth General Assembly
STATE OF COLORADO
INTRODUCED

LLS NO. 26-0677.01 Josh Schultz x5486 SENATE BILL 26-079
Senate Committees House Committees
Business, Labor, & Technology
A BILL FOR AN ACT
CONCERNING THE "UNIFORM ASSIGNMENT FOR BENEFIT OF101
CREDITORS ACT".102
Bill Summary
(Note: This summary applies to this bill as introduced and does
not reflect any amendments that may be subsequently adopted. If this bill
passes third reading in the house of introduction, a bill summary that
applies to the reengrossed version of this bill will be available at
http://leg.colorado.gov.)
Colorado Commission on Uniform State Laws. The bill enacts
the "Uniform Assignment for Benefit of Creditors Act". An assignment
is a transfer by a person (assignor) of all of the person's assets to another
person (assignee) for the benefit of the assignor's creditors (assignment).
The bill prohibits certain persons from serving as an assignee,
including creditors, affiliates, or insiders of the assignor, and creates
SENATE SPONSORSHIP
Snyder,
HOUSE SPONSORSHIP
Espenoza,
Shading denotes HOUSE amendment. Double underlining denotes SENATE amendment.
Capital letters or bold & italic numbers indicate new material to be added to existing law.
Dashes through the words or numbers indicate deletions from existing law.
requirements for an assignment agreement.
The bill establishes specific duties for the parties to an assignment,
including:
! The assignor must preserve and turn over assets, provide
information necessary to administer the assignment estate,
and verify a list of all known creditors and assets under
penalty of perjury;
! The assignee has a fiduciary duty to the assignment estate
and must manage the assignment estate in good faith to
maximize distributions and wind up the assignment in a
timely manner; and
! The assignee shall notify known creditors of the
assignment, maintain a separate deposit account for money,
collect on or dispose of assets, and provide financial
summaries to creditors at least every 6 months.
The assignee is authorized to perform specific acts in furtherance
of the assignee's duties, including operating the assignor's business,
incurring debt, settling claims, and avoiding certain transfers that a
creditor could have avoided under other law. The assignee may allow or
dispute a creditor's claim against the assignment estate as specified in the
bill.
The priority of distributions from the assignment estate is specified
in the bill. The assignor and assignee are not personally liable for each
other's acts. However, an assignee is personally liable for a breach of
fiduciary duty. A court may remove an assignee for cause or if removal
best serves the interests of the creditors. The assignee is discharged from
the assignee's duties upon sending a final accounting and distributing all
assets.
Be it enacted by the General Assembly of the State of Colorado:1
SECTION 1. In Colorado Revised Statutes, add article 22 to title2
5 as follows:3
ARTICLE 224
Uniform Assignment for Benefit of Creditors Act5
5-22-101. Short title.6
THIS ARTICLE 22 MAY BE CITED AS THE "UNIFORM ASSIGNMENT7
FOR BENEFIT OF CREDITORS ACT".8
5-22-102. Definitions.9
SB26-079-2-
IN THIS ARTICLE 22, UNLESS THE CONTEXT OTHERWISE REQUIRES:1
(1) "AFFILIATE" MEANS:2
(A) A PERSON THAT DIRECTLY OR INDIRECTLY OWNS, CONTROLS,3
OR HOLDS, WITH POWER TO VOTE , TWENTY PERCENT OR MORE OF THE4
OUTSTANDING VOTING INTERESTS OF ANOTHER PERSON , OTHER THAN A5
PERSON THAT HOLDS THE INTERESTS:6
(i) I N A FIDUCIARY OR AGENCY CAPACITY WITHOUT SOLE7
DISCRETIONARY POWER TO VOTE THE INTERESTS; OR8
(ii) SOLELY TO SECURE A DEBT , IF THE PERSON HAS NOT IN FACT9
EXERCISED THE POWER TO VOTE;10
(B) A PERSON WITH TWENTY PERCENT OR MORE OF THE PERSON'S11
OUTSTANDING VOTING INTERESTS DIRECTLY OR INDIRECTLY OWNED ,12
CONTROLLED, OR HELD, WITH POWER TO VOTE, BY ANOTHER PERSON;13
(C) A PERSON WHOSE BUSINESS IS OPERATED UNDER A LEASE OR14
OPERATING AGREEMENT BY ANOTHER PERSON , OR A PERSON15
SUBSTANTIALLY ALL OF WHOSE ASSETS ARE CONTROLLED BY THE OTHER16
PERSON; OR17
(D) A PERSON THAT OPERATES THE BUSINESS OR SUBSTANTIALLY18
ALL THE ASSETS OF ANOTHER PERSON UNDER A LEASE OR OPERATING19
AGREEMENT.20
(2) (A) "A SSET" MEANS A LEGAL OR EQUITABLE INTEREST IN21
PROPERTY OF AN ASSIGNOR, REGARDLESS OF THE PERSON HOLDING OR IN22
POSSESSION, CUSTODY, OR CONTROL OF THE PROPERTY OR WHERE THE23
PROPERTY IS LOCATED.24
(B) "ASSET" DOES NOT INCLUDE:25
(i) A LEGAL OR EQUITABLE INTEREST IN PROPERTY RESTRICTED26
FROM ASSIGNMENT IF THE RESTRICTION IS EFFECTIVE UNDER OTHER LAW,27
SB26-079-3-
UNLESS THE OTHER LAW PERMITS ASSIGNMENT WITH THE CONSENT OF1
ANOTHER PERSON AND THE PERSON CONSENTS TO THE ASSIGNMENT IN A2
MANNER PERMITTED BY THE OTHER LAW; OR3
(ii) IF THE ASSIGNOR IS AN INDIVIDUAL , A LEGAL OR EQUITABLE4
INTEREST IN PROPERTY TO THE EXTENT IT IS EXEMPT FROM LEGAL PROCESS5
UNDER OTHER LAW.6
(3) "ASSIGNED ASSET" MEANS AN ASSET TRANSFERRED UNDER AN7
ASSIGNMENT.8
(4) "A SSIGNEE" MEANS A PERSON TO WHICH ASSETS ARE9
TRANSFERRED UNDER AN ASSIGNMENT.10
(5) "ASSIGNMENT" MEANS A TRANSFER BY A PERSON OF ALL THE11
PERSON'S ASSETS TO ANOTHER PERSON FOR THE BENEFIT OF THE12
TRANSFEROR'S CREDITORS.13
(6) "A SSIGNMENT AGREEMENT " MEANS AN AGREEMENT THAT14
TRANSFERS OR PROVIDES FOR A TRANSFER OF ALL THE ASSIGNOR'S ASSETS.15
(7) "ASSIGNMENT ESTATE" MEANS THE ASSETS HELD AT A GIVEN16
TIME BY THE ASSIGNEE UNDER AN ASSIGNMENT.17
(8) "A SSIGNOR" MEANS A PERSON WHOSE ASSETS ARE18
TRANSFERRED UNDER AN ASSIGNMENT.19
(9) "CLAIM" MEANS A CREDITOR'S RIGHT TO PAYMENT OR TO AN20
EQUITABLE REMEDY, REGARDLESS OF WHETHER THE RIGHT IS REDUCED TO21
JUDGMENT, LIQUIDATED, UNLIQUIDATED, FIXED, CONTINGENT, MATURED,22
UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED, OR23
UNSECURED. 24
(10) "C OHABITANT" MEANS EACH OF TWO INDIVIDUALS NOT25
MARRIED TO EACH OTHER WHO LIVE TOGETHER AS A COUPLE AFTER EACH26
HAS REACHED THE AGE OF MAJORITY OR BEEN EMANCIPATED.27
SB26-079-4-
(11) "CREDITOR" MEANS A PERSON THAT HAS A CLAIM AGAINST AN1
ASSIGNED ASSET OR THE ASSIGNOR.2
(12) "ELECTRONIC" MEANS RELATING TO TECHNOLOGY HAVING3
ELECTRICAL , DIGITAL , MAGNETIC , WIRELESS , OPTICAL ,4
ELECTROMAGNETIC, OR SIMILAR CAPABILITIES.5
(13) "G OOD FAITH " MEANS HONESTY IN FACT AND THE6
OBSERVANCE OF REASONABLE COMMERCIAL STANDARDS OF FAIR DEALING.7
(14) "INSIDER" INCLUDES:8
(A) IN THE CASE OF AN INDIVIDUAL:9
(i) A RELATIVE OF THE INDIVIDUAL;10
(ii) A PARTNERSHIP OR LIMITED LIABILITY COMPANY IN WHICH THE11
INDIVIDUAL IS A GENERAL PARTNER OR MANAGING MEMBER; OR12
(iii) AN ORGANIZATION OF WHICH THE INDIVIDUAL IS A DIRECTOR,13
OFFICER, OR PERSON IN CONTROL;14
(B) IN THE CASE OF AN ORGANIZATION:15
(i) A DIRECTOR , OFFICER , MANAGER , OR OTHER PERSON IN16
CONTROL OF OR WITH CONTROLLING EQUITY INTEREST IN THE17
ORGANIZATION;18
(ii) A PARTNERSHIP OR LIMITED LIABILITY COMPANY IN WHICH THE19
ORGANIZATION IS A GENERAL PARTNER OR MANAGING MEMBER;20
(iii) A GENERAL PARTNER OR MANAGING MEMBER OF THE21
ORGANIZATION; OR22
(iv) A RELATIVE OF A GENERAL PARTNER , MANAGING MEMBER ,23
DIRECTOR, OFFICER, MANAGER, OR OTHER PERSON IN CONTROL OF OR WITH24
CONTROLLING EQUITY INTEREST IN THE ORGANIZATION;25
(C) AN AFFILIATE; OR26
(D) A MANAGING AGENT OF AN ORGANIZATION.27
SB26-079-5-
(15) "L IEN" MEANS AN INTEREST IN AN ASSET THAT SECURES1
PAYMENT OR PERFORMANCE OF AN OBLIGATION.2
(16) "O RGANIZATION" MEANS A PERSON OTHER THAN AN3
INDIVIDUAL.4
(17) "PERFECTED LIEN" MEANS A LIEN ON:5
(A) R EAL PROPERTY OTHER THAN FIXTURES ON WHICH A BONA6
FIDE PURCHASER OF THE PROPERTY CANNOT ACQUIRE AN INTEREST7
SUPERIOR TO THE INTEREST OF THE LIENHOLDER; OR8
(B) F IXTURES OR PROPERTY OTHER THAN REAL PROPERTY ON9
WHICH A CREDITOR CANNOT ACQUIRE A LIEN BY ATTACHMENT, LEVY, OR10
THE LIKE THAT IS SUPERIOR TO THE INTEREST OF THE LIENHOLDER.11
(18) (A) "PERSON" MEANS AN INDIVIDUAL, ESTATE, BUSINESS OR12
NONPROFIT ENTITY , GOVERNMENT OR GOVERNMENTAL SUBDIVISION ,13
AGENCY, OR INSTRUMENTALITY, OR OTHER LEGAL ENTITY.14
(B) "P ERSON" INCLUDES A PROTECTED SERIES , HOWEVER15
DENOMINATED, OF AN ENTITY IF THE PROTECTED SERIES IS ESTABLISHED16
UNDER LAW THAT LIMITS, OR LIMITS IF CONDITIONS SPECIFIED UNDER LAW17
ARE SATISFIED, THE ABILITY OF A CREDITOR OF THE ENTITY OR OF ANY18
OTHER PROTECTED SERIES OF THE ENTITY TO SATISFY A CLAIM FROM19
ASSETS OF THE PROTECTED SERIES.20
(19) "PROOF OF CLAIM" MEANS A RECORD A CREDITOR SUBMITS TO21
AN ASSIGNEE TO EVIDENCE THE CREDITOR'S CLAIM.22
(20) "RECORD" MEANS INFORMATION:23
(A) INSCRIBED ON A TANGIBLE MEDIUM; OR24
(B) S TORED IN AN ELECTRONIC OR OTHER MEDIUM AND25
RETRIEVABLE IN PERCEIVABLE FORM.26
(21) "RELATIVE" MEANS AN INDIVIDUAL RELATED BY AFFINITY OR27
SB26-079-6-
CONSANGUINITY WITHIN THE THIRD DEGREE OR A COHABITANT.1
(22) "S ECURITY INTEREST " MEANS A LIEN CREATED BY AN2
AGREEMENT.3
(23) "SEND", IN CONNECTION WITH A RECORD OR NOTIFICATION,4
MEANS:5
(A) T O DEPOSIT IN THE MAIL , DELIVER FOR TRANSMISSION , OR6
TRANSMIT BY ANY OTHER USUAL MEANS OF COMMUNICATION , WITH7
POSTAGE OR COST OF TRANSMISSION PROVIDED FOR, ADDRESSED TO ANY8
ADDRESS REASONABLE UNDER THE CIRCUMSTANCES; OR9
(B) T O CAUSE THE RECORD OR NOTIFICATION TO BE RECEIVED10
WITHIN THE TIME IT WOULD HAVE BEEN RECEIVED IF PROPERLY SENT AS11
DESCRIBED IN SUBSECTION (23)(A) OF THIS SECTION.12
(24) "SIGN" MEANS, WITH PRESENT INTENT TO AUTHENTICATE OR13
ADOPT A RECORD, TO:14
(A) EXECUTE OR ADOPT A TANGIBLE SYMBOL; OR15
(B) ATTACH TO OR LOGICALLY ASSOCIATE WITH THE RECORD AN16
ELECTRONIC SYMBOL, SOUND, OR PROCESS.17
(25) (A) "S TATE" MEANS A STATE OF THE UNITED STATES, THE18
DISTRICT OF COLUMBIA, PUERTO RICO, THE UNITED STATES VIRGIN19
ISLANDS, OR ANY OTHER TERRITORY OR POSSESSION SUBJECT TO THE20
JURISDICTION OF THE UNITED STATES.21
(B) "STATE" INCLUDES A FEDERALLY RECOGNIZED INDIAN TRIBE.22
(26) "TRANSFER" MEANS DISPOSING OF OR PARTING WITH AN ASSET23
OR WITH AN INTEREST IN AN ASSET , REGARDLESS OF WHETHER THE24
DISPOSITION OR PARTING IS INDIRECT, CONDITIONAL, OR INVOLUNTARY.25
5-22-103. Scope.26
THIS ARTICLE 22 APPLIES TO AN ASSIGNMENT MADE BY AN27
SB26-079-7-
ASSIGNOR THAT IS:1
(1) AN ORGANIZATION WHOSE PRINCIPAL PLACE OF BUSINESS IS IN2
THIS STATE;3
(2) AN ORGANIZATION WHOSE INTERNAL AFFAIRS ARE GOVERNED4
BY OTHER LAW OF THIS STATE;5
(3) AN INDIVIDUAL WHOSE PRINCIPAL RESIDENCE IS IN THIS STATE;6
(4) AN ORGANIZATION WHOLLY OWNED, DIRECTLY OR INDIRECTLY,7
BY AN ASSIGNOR THAT SATISFIES SUBSECTION (1), (2), OR (3) OF THIS8
SECTION; OR9
(5) AN ORGANIZATION THAT:10
(A) I S PARTLY OWNED , DIRECTLY OR INDIRECTLY , AND11
CONTROLLED BY AN ASSIGNOR THAT SATISFIES SUBSECTION (1), (2), OR (3)12
OF THIS SECTION;13
(B) HAS NO PLACE OF BUSINESS OR EMPLOYEES; AND14
(C) RELIES ON THE SERVICES THE ORGANIZATION RECEIVES FROM15
AN ASSIGNOR THAT SATISFIES SUBSECTION (1), (2), OR (3) OF THIS16
SECTION.17
5-22-104. Requirements for assignee - assignment agreement.18
(a) AN ASSIGNEE MUST BE A PERSON THAT:19
(1) IS NOT A CREDITOR, AFFILIATE, OR INSIDER OF THE ASSIGNOR;20
(2) I S NOT AN AFFILIATE OR INSIDER OF A CREDITOR OF THE21
ASSIGNOR;22
(3) DOES NOT HAVE A CLAIM AGAINST THE ASSIGNMENT ESTATE,23
OTHER THAN A CLAIM FOR FEES AND EXPENSES TO BE PAID UNDER THE24
ASSIGNMENT AGREEMENT;25
(4) D OES NOT HAVE A MATERIAL FINANCIAL INTEREST IN THE26
OUTCOME OF THE ASSIGNMENT , OTHER THAN A CLAIM FOR FEES AND27
SB26-079-8-
EXPENSES TO BE PAID UNDER THE ASSIGNMENT AGREEMENT;1
(5) DOES NOT HOLD AN EQUITY INTEREST IN THE ASSIGNOR, OTHER2
THAN A NONCONTROLLING INTEREST IN A PUBLICLY TRADED COMPANY ;3
AND4
(6) I S NOT AN AFFILIATE OF A PERSON THAT FAILS TO SATISFY5
SUBSECTION (a)(1), (a)(2), (a)(3), (a)(4), OR (a)(5) OF THIS SECTION.6
(b) A PERSON THAT SATISFIES SUBSECTION (a) OF THIS SECTION IS7
NOT PRECLUDED FROM BEING AN ASSIGNEE MERELY BECAUSE THE PERSON8
PERFORMED SERVICES FOR THE ASSIGNOR BEFORE THE ASSIGNMENT.9
(c) AN ASSIGNMENT AGREEMENT MUST BE IN A RECORD SIGNED BY10
THE ASSIGNOR AND THE ASSIGNEE. THE RECORD MUST:11
(1) STATE THE NAME AND ADDRESS OF THE ASSIGNOR AND OF THE12
ASSIGNEE;13
(2) T RANSFER OR PROVIDE FOR A TRANSFER OF ALL THE14
ASSIGNOR'S ASSETS;15
(3) D ESCRIBE THE ASSIGNED ASSETS IN SUFFICIENT DETAIL TO16
IDENTIFY THE ASSETS;17
(4) PROVIDE FOR THE DISTRIBUTION OF THE ASSIGNMENT ESTATE;18
(5) D ESCRIBE THE FEES TO BE CHARGED BY THE ASSIGNEE IN19
CONNECTION WITH THE ASSIGNMENT , INCLUDING THE BASIS ON WHICH20
THEY ARE TO BE CALCULATED; AND21
(6) I NCLUDE A REPRESENTATION BY THE ASSIGNOR , UNDER22
PENALTY OF PERJURY , THAT THE ASSIGNOR IS ASSIGNING ALL THE23
ASSIGNOR'S ASSETS.24
(d) I F AN ASSIGNEE RELIES IN GOOD FAITH ON THE ASSIGNOR 'S25
REPRESENTATION MADE UNDER SUBSECTION (c)(6) OF THIS SECTION, ALL26
THE ASSIGNOR 'S ASSETS ARE DEEMED TO BE ASSIGNED , EVEN IF THE27
SB26-079-9-
REPRESENTATION IS INACCURATE.1
5-22-105. Effect of assignment - effective date of assignment2
agreement.3
(a) AN ASSIGNEE OBTAINS THE RIGHTS, TITLE, AND INTERESTS OF4
THE ASSIGNOR IN THE ASSIGNED ASSETS.5
(b) IF THE ASSIGNOR IS AN ORGANIZATION, AN ASSIGNEE OBTAINS6
THE RIGHTS, TITLE, AND INTERESTS OF THE ASSIGNOR IN ASSETS ACQUIRED7
AFTER THE ASSIGNMENT.8
(c) E XCEPT AS PROVIDED IN SECTION 5-22-110 (b)(12), AN9
ASSIGNEE TAKES EACH ASSIGNED ASSET SUBJECT TO AN EXISTING10
INTEREST IN THE ASSET HELD BY ANOTHER PERSON.11
(d) AN ASSIGNEE HOLDS THE ASSIGNED ASSETS SUBJECT TO THE12
ASSIGNEE'S DUTIES UNDER SECTION 5-22-109.13
(e) AN ASSIGNMENT IS SUBJECT TO OTHER LAW UNDER WHICH THE14
ASSIGNMENT MAY BE FRAUDULENT OR OTHERWISE VOIDABLE.15
(f) THE EFFECTIVE DATE OF AN ASSIGNMENT AGREEMENT IS THE16
DATE THE AGREEMENT IS SIGNED BY THE LAST PARTY TO THE AGREEMENT17
THAT IS REQUIRED TO SIGN THE AGREEMENT UNLESS A LATER DATE IS18
IDENTIFIED IN THE AGREEMENT AS THE EFFECTIVE DATE.19
5-22-106. Filing - recording - title transfer - definition.20
(a) IN THIS SECTION, "FINANCING STATEMENT" HAS THE MEANING21
SET FORTH IN SECTION 4-9-102 (a)(39).22
(b) A N ASSIGNEE OF A LEGAL OR EQUITABLE INTEREST IN23
PERSONAL PROPERTY MAY FILE A FINANCING STATEMENT IN THE FILING24
OFFICE OF:25
(1) THIS STATE, ESTABLISHED FOR PURPOSES OF SECTION 4-9-50126
(a)(2);27
SB26-079-10-
(2) ANY OTHER STATE IN WHICH:1
(A) THE ASSIGNOR WOULD BE LOCATED UNDER SECTION 4-9-3072
IF THE ASSIGNOR WERE A DEBTOR FOR THE PURPOSE OF THAT SECTION; OR3
(B) AN ASSET OF THE ASSIGNMENT ESTATE MAY BE LOCATED.4
(c) A FINANCING STATEMENT FILED UNDER SUBSECTION (b)(2)(B)5
OF THIS SECTION MUST INDICATE THAT IT IS FILED IN CONNECTION WITH AN6
ASSIGNMENT.7
(d) WHEN FILING A FINANCING STATEMENT UNDER SUBSECTION (b)8
OF THIS SECTION, THE ASSIGNEE MUST:9
(1) A TTACH A COPY OF THE ASSIGNMENT AGREEMENT TO THE10
FINANCING STATEMENT; OR11
(2) STATE ON THE FINANCING STATEMENT THAT A COPY OF THE12
ASSIGNMENT AGREEMENT IS AVAILABLE ON REQUEST TO THE ASSIGNEE.13
(e) A FINANCING STATEMENT FILED UNDER SUBSECTION (b) OF14
THIS SECTION MAY:15
(1) DESIGNATE THE ASSIGNOR AS "DEBTOR" AND THE ASSIGNEE AS16
"SECURED PARTY"; OR17
(2) USE THE TERMS "ASSIGNOR" AND "ASSIGNEE" OR WORDS OF18
SIMILAR IMPORT.19
(f) THE FILING OF A FINANCING STATEMENT UNDER SUBSECTION (b)20
OF THIS SECTION IS NOT ITSELF A FACTOR IN DETERMINING WHETHER AN21
ASSET SECURES AN OBLIGATION. THE RIGHTS OF THE ASSIGNEE UNDER THE22
ASSIGNMENT ARE NOT AFFECTED IF THE ASSIGNEE DOES NOT FILE A23
FINANCING STATEMENT UNDER SUBSECTION (b) OF THIS SECTION.24
(g) A N ASSIGNEE OF A LEGAL OR EQUITABLE INTEREST IN REAL25
PROPERTY SHALL RECORD THE ASSIGNMENT OF THE INTEREST OR NOTICE26
OF THE ASSIGNMENT UNDER THE REAL ESTATE RECORDING LAW OF THE27
SB26-079-11-
JURISDICTION WHERE THE PROPERTY IS LOCATED.1
(h) AN ASSIGNEE SHALL COMPLY WITH OTHER LAW GOVERNING2
THE TRANSFER OF TITLE TO AN ASSET.3
(i) B Y SIGNING AN ASSIGNMENT AGREEMENT , THE ASSIGNOR4
AUTHORIZES THE ASSIGNEE TO TAKE THE ACTIONS REQUIRED BY THIS5
SECTION.6
5-22-107. Notification to creditors.7
(a) UNLESS A CREDITOR WAIVES IN A SIGNED RECORD THE RIGHT8
TO NOTIFICATION , AN ASSIGNEE SHALL SEND A NOTIFICATION OF THE9
ASSIGNMENT TO EACH CREDITOR KNOWN TO THE ASSIGNEE WITHIN A10
REASONABLE TIME NOT TO EXCEED THIRTY DAYS AFTER THE EFFECTIVE11
DATE OF THE ASSIGNMENT AGREEMENT.12
(b) THE NOTIFICATION MUST:13
(1) BE IN A RECORD SIGNED BY THE ASSIGNEE;14
(2) I NCLUDE THE ASSIGNEE 'S NAME , ADDRESS , AND OTHER15
CONTACT INFORMATION REASONABLY NECESSARY TO COMMUNICATE WITH16
THE ASSIGNEE;17
(3) P ROVIDE REASONABLE INSTRUCTIONS FOR SUBMITTING A18
PROOF OF CLAIM USING THE METHOD ESTABLISHED BY THE ASSIGNEE19
UNDER SECTION 5-22-109 (b)(5); AND20
(4) IDENTIFY THE DATE ESTABLISHED UNDER SECTION 5-22-10921
(b)(6) BY WHICH EACH CREDITOR WHOSE CLAIM IS NOT OTHERWISE22
ALLOWED WITHOUT A TIMELY PROOF OF CLAIM UNDER THIS ARTICLE 2223
MUST SUBMIT A PROOF OF CLAIM.24
(c) AN ASSIGNEE SHALL USE REASONABLE MEANS TO PROVIDE THE25
INFORMATION IN SUBSECTION (b) OF THIS SECTION TO UNKNOWN26
CREDITORS, INCLUDING BY ANY MEANS THE ASSIGNOR REGULARLY USED27
SB26-079-12-
TO:1
(1) PROVIDE INFORMATION TO THE ASSIGNOR'S CREDITORS; OR2
(2) COMMUNICATE INFORMATION ABOUT THE ASSIGNOR , OTHER3
THAN ADVERTISING, TO THE PUBLIC.4
5-22-108. Duties of assignor.5
(a) SUBJECT TO SECTION 5-22-123, AN ASSIGNOR HAS A DUTY TO6
TAKE ALL REASONABLE ACTIONS NECESSARY FOR THE ASSIGNEE TO7
ADMINISTER THE ASSIGNMENT , THE ASSIGNED ASSETS , AND THE8
ASSIGNMENT ESTATE.9
(b) IN FURTHERANCE OF THE DUTY UNDER SUBSECTION (a) OF THIS10
SECTION, THE ASSIGNOR SHALL:11
(1) PRESERVE AND TURN OVER TO THE ASSIGNEE THE ASSIGNED12
ASSETS IN THE ASSIGNOR'S POSSESSION OR CONTROL;13
(2) P ROVIDE TO THE ASSIGNEE INFORMATION REASONABLY14
NECESSARY TO ADMINISTER THE ASSIGNMENT, THE ASSIGNED ASSETS, AND15
THE ASSIGNMENT ESTATE;16
(3) SIGN ANY RECORD REASONABLY NECESSARY TO TRANSFER AN17
ASSIGNED ASSET AND COMPLY WITH ANY NOTARIZATION REQUIRED UNDER18
OTHER LAW;19
(4) D ESIGNATE, AND PROVIDE THE ASSIGNEE WITH THE NAME ,20
ADDRESS, AND OTHER CONTACT INFORMATION REASONABLY NECESSARY21
TO COMMUNICATE WITH, AN APPROPRIATE PERSON WILLING AND ABLE TO22
ACT AS A REPRESENTATIVE ON BEHALF OF THE ASSIGNOR AS MAY BE23
REASONABLY NECESSARY TO ADMINISTER THE ASSIGNMENT , THE24
ASSIGNED ASSETS, AND THE ASSIGNMENT ESTATE;25
(5) I F THE ASSIGNMENT INCLUDES A LEGAL OR EQUITABLE26
INTEREST IN REAL PROPERTY OR TITLED PERSONAL PROPERTY, COOPERATE27
SB26-079-13-
WITH THE ASSIGNEE IN TAKING ACTIONS UNDER SECTION 5-22-106;1
(6) ON OR AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE2
OF THE ASSIGNMENT AGREEMENT, PROVIDE THE ASSIGNEE:3
(A) A LIST OF ALL ASSETS;4
(B) A LIST OF ALL THE ASSIGNOR'S EMPLOYEES, INCLUDING THOSE5
WHOSE EMPLOYMENT IS TERMINATED IN CONNECTION WITH THE6
ASSIGNMENT; AND7
(C) A LIST OF ALL THE ASSIGNOR'S KNOWN CREDITORS, INCLUDING,8
FOR EACH CREDITOR , THE CREDITOR 'S ADDRESS AND OTHER CONTACT9
INFORMATION REASONABLY NECESSARY TO COMMUNICATE WITH THE10
CREDITOR;11
(7) VERIFY UNDER PENALTY OF PERJURY THE ACCURACY OF THE12
LISTS REQUIRED UNDER SUBSECTION (b)(6) OF THIS SECTION;13
(8) W ITH RESPECT TO A LEGAL OR EQUITABLE INTEREST IN14
PROPERTY RESTRICTED FROM ASSIGNMENT , COOPERATE WITH THE15
ASSIGNEE TO OBTAIN CONSENT FROM A PERSON WHOSE CONSENT TO16
ASSIGN THE INTEREST IS NECESSARY UNDER OTHER LAW; AND17
(9) PROVIDE ASSISTANCE TO THE ASSIGNEE AS REQUIRED BY THE18
ASSIGNMENT AGREEMENT.19
(c) T HE DUTIES IN THIS SECTION ALSO APPLY TO A20
REPRESENTATIVE DESIGNATED UNDER SUBSECTION (b)(4) OF THIS21
SECTION.22
5-22-109. Duties of assignee.23
(a) SUBJECT TO SECTION 5-22-123, AN ASSIGNEE HAS A FIDUCIARY24
DUTY TO THE ASSIGNMENT ESTATE FOR THE BENEFIT OF CREDITORS:25
(1) O F LOYALTY , INCLUDING THE DUTY TO MANAGE THE26
ASSIGNMENT IN GOOD FAITH;27
SB26-079-14-
(2) T O USE REASONABLE CARE TO MAXIMIZE DISTRIBUTIONS1
UNDER SECTION 5-22-115; AND2
(3) TO WIND UP THE ASSIGNMENT UNDER SECTION 5-22-119 IN A3
MANNER COMPATIBLE WITH THE BEST INTERESTS OF THE ASSIGNMENT4
ESTATE AND CREDITORS.5
(b) WITHOUT LIMITATION ON THE DUTIES UNDER SUBSECTION (a)6
OF THIS SECTION, AND SUBJECT TO SECTION 5-22-123, THE ASSIGNEE ALSO7
HAS A DUTY TO:8
(1) MAINTAIN A SEPARATE DEPOSIT ACCOUNT FOR FUNDS RELATED9
TO THE ASSIGNMENT;10
(2) COLLECT ON OR DISPOSE OF EACH ASSIGNED ASSET , UNLESS11
THE ASSIGNEE DETERMINES IT IS MORE ECONOMICALLY EFFICIENT TO12
ABANDON THE ASSET;13
(3) P REPARE AND RETAIN APPROPRIATE BUSINESS RECORDS ,14
INCLUDING A RECORD OF EACH RECEIPT, DISBURSEMENT, AND COLLECTION15
ON OR DISPOSITION OF AN ASSIGNED ASSET;16
(4) PAY ADMINISTRATIVE EXPENSES OF THE ASSIGNMENT ESTATE,17
TO THE EXTENT THE ASSIGNMENT ESTATE HAS SUFFICIENT18
UNENCUMBERED ASSETS;19
(5) E STABLISH A METHOD THAT IS REAS ONABLY DESIGNED TO20
PERMIT A CREDITOR TO SUBMIT A PROOF OF CLAIM;21
(6) E STABLISH A SINGLE DATE BY WHICH CREDITORS WHOSE22
CLAIMS ARE NOT OTHERWISE ALLOWED WITHOUT TIMELY PROOFS OF23
CLAIM UNDER THIS ARTICLE 22 MUST SUBMIT PROOFS OF CLAIM , WHICH24
MUST BE ONE HUNDRED TWENTY DAYS AFTER THE EFFECTIVE DATE OF THE25
ASSIGNMENT AGREEMENT;26
(7) U NLESS A CLAIM WOULD RECEIVE MINIMAL OR NO27
SB26-079-15-
DISTRIBUTION WITHOUT REGARD TO THE CLAIM'S VALIDITY OR ASSERTED1
PRIORITY, EXAMINE THE VALIDITY AND PRIORITY OF CLAIMS AGAINST THE2
ASSIGNMENT ESTATE AND , IF NECESSARY , CONSULT WITH THE3
REPRESENTATIVE DESIGNATED BY THE ASSIGNOR UNDER SECTION4
5-22-108 (b)(4);5
(8) AT LEAST EVERY SIX MONTHS, PROVIDE TO EACH CREDITOR A6
SUMMARY OF THE ASSETS , LIABILITIES , AND EXPENSES OF THE7
ASSIGNMENT ESTATE;8
(9) COMPLY WITH ALL REQUIREMENTS OF THE FEDERAL INTERNAL9
REVENUE SERVICE AND STATE AND LOCAL TAXING AUTHORITIES;10
(10) SEND A NOTIFICATION TO EACH CREDITOR OF THE ASSIGNEE'S11
COMPENSATION AND ANY CHANGE IN THE METHOD OF DETERMINING THE12
ASSIGNEE'S COMPENSATION FROM THE METHOD PROVIDED IN THE13
ASSIGNMENT AGREEMENT;14
(11) S END A FINAL ACCOUNTING UNDER SECTION 5-22-119 (a);15
AND16
(12) COMPLY WITH THE OTHER REQUIREMENTS IMPOSED ON THE17
ASSIGNEE UNDER THIS ARTICLE 22.18
5-22-110. Powers of assignee.19
(a) AN ASSIGNEE HAS THE POWERS NECESSARY OR APPROPRIATE20
TO PERFORM THE ASSIGNEE'S DUTIES.21
(b) UNLESS THE ASSIGNMENT AGREEMENT EXPRESSLY PROVIDES22
OTHERWISE, THE ASSIGNEE HAS POWER TO:23
(1) O PERATE AN EXISTING BUSINESS THAT USES AN ASSIGNED24
ASSET, INCLUDING PRESERVATION OF THE ASSET AND COLLECTION ON, OR25
THE SALE, LEASE, LICENSE, OR OTHER DISPOSITION OF, THE ASSET;26
(2) I NCUR SECURED OR UNSECURED DEBT AND PAY EXPENSES27
SB26-079-16-
INCIDENTAL TO THE EXERCISE OF THE POWER UNDER SUBSECTION (b)(1)1
OF THIS SECTION;2
(3) ASSERT A RIGHT, CLAIM, CAUSE OF ACTION, OR DEFENSE THE3
ASSIGNOR COULD HAVE ASSERTED THAT RELATES TO THE ASSIGNMENT4
ESTATE;5
(4) E NGAGE PROFESSIONALS , INCLUDING A PROFESSIONAL6
PREVIOUSLY ENGAGED BY THE ASSIGNOR, TO GIVE ADVICE, TO PROSECUTE7
OR DEFEND LITIGATION , OR FOR OTHER PURPOSES AS THE ASSIGNEE8
CONSIDERS APPROPRIATE, AND PAY PROFESSIONALS REASONABLE FEES FOR9
SERVICES FROM THE ASSIGNMENT ESTATE;10
(5) COLLECT ON, OR SELL, LEASE, LICENSE, OR OTHERWISE DISPOSE11
OF, AN ASSET OF THE ASSIGNMENT ESTATE REGARDLESS OF WHETHER THE12
ASSET IS SUBJECT TO A LIEN OR OTHER ENCUMBRANCE;13
(6) EXERCISE A RIGHT TO REDEEM AN ASSET OF THE ASSIGNMENT14
ESTATE THAT IS SUBJECT TO A MORTGAGE , DEED OF TRUST , SECURITY15
INTEREST, OR OTHER ENCUMBRANCE;16
(7) SETTLE A MATTER INVOLVING A DEBTOR OF THE ASSIGNOR;17
(8) PROSECUTE OR DEFEND LITIGATION PENDING ON THE EFFECTIVE18
DATE OF THE ASSIGNMENT AGREEMENT IN FAVOR OF OR AGAINST THE19
ASSIGNOR IN THE MANNER AND WITH THE SAME EFFECT AS THE ASSIGNOR20
COULD HAVE DONE IF THE ASSIGNMENT HAD NOT BEEN MADE;21
(9) R ECOVER AN ASSET IN THE MANNER AND WITH THE SAME22
EFFECT AS THE ASSIGNOR COULD HAVE DONE IF THE ASSIGNMENT HAD NOT23
BEEN MADE;24
(10) SETTLE CLAIMS AGAINST THE ASSIGNMENT ESTATE;25
(11) ABANDON AN ASSIGNED ASSET;26
(12) S UBJECT TO SUBSECTIONS (c) AND (e) OF THIS SECTION ,27
SB26-079-17-
AVOID A TRANSFER OR THE INCURRENCE OF AN OBLIGATION WHICH A1
CREDITOR THAT HAS FILED A PROOF OF CLAIM COULD HAVE AVOIDED2
UNDER OTHER LAW IF THE ASSIGNMENT HAD NOT BEEN MADE; AND3
(13) INVEST FUNDS, SUBJECT TO APPLICABLE PRUDENT INVESTOR4
STANDARDS UNDER OTHER LAW.5
(c) T HE POWER UNDER SUBSECTION (b)(12) OF THIS SECTION IS6
EXCLUSIVE TO THE ASSIGNEE WITH RESPECT TO A CREDITOR THAT SUBMITS7
A PROOF OF CLAIM. A RECOVERY BY THE ASSIGNEE IN THE EXERCISE OF8
THIS POWER MUST BE FOR THE BENEFIT OF THE ASSIGNMENT ESTATE BUT9
MAY NOT EXCEED THE AMOUNT, ASSET, OR OTHER VALUE THE CREDITOR10
COULD HAVE OBTAINED BY THE AVOIDANCE.11
(d) F OR THE PURPOSE OF EXERCISING THE ASSIGNEE 'S POWER12
UNDER SUBSECTION (b)(12) OF THIS SECTION , EXERCISING A13
VOIDABLE-TRANSACTION REMEDY , OR OTHERWISE ESTABLISHING THE14
PRIORITY OF THE ASSIGNEE'S INTEREST, AN ASSIGNEE HAS A LIEN ON THE15
ASSIGNMENT ESTATE AND THE STATUS OF:16
(1) A LIEN CREDITOR UNDER SECTION 4-9-102 (a)(52)(B) AS TO AN17
ASSET THAT IS A LEGAL OR EQUITABLE INTEREST IN PERSONAL PROPERTY18
OR FIXTURES;19
(2) A BONA FIDE PURCHASER UNDER SECTION 38-35-109 AS TO AN20
ASSET THAT IS A LEGAL OR EQUITABLE INTEREST IN REAL PROPERTY ,21
OTHER THAN FIXTURES, LOCATED IN THIS STATE; AND22
(3) A BONA FIDE PURCHASER UNDER THE LAW OF ANOTHER STATE23
AS TO AN ASSET THAT IS A LEGAL OR EQUITABLE INTEREST IN REAL24
PROPERTY, OTHER THAN FIXTURES, LOCATED IN THE OTHER STATE.25
(e) A N ASSIGNEE 'S POWER UNDER SUBSECTION (b)(12) OF THIS26
SECTION TO AVOID A TRANSFER MADE BEFORE THE EFFECTIVE DATE OF THE27
SB26-079-18-
ASSIGNMENT AGREEMENT , UNDER OR IN CONNECTION WITH A SWAP1
AGREEMENT, SECURITIES CONTRACT, COMMODITY CONTRACT, FORWARD2
CONTRACT, REPURCHASE AGREEMENT, OR MASTER NETTING AGREEMENT,3
IS LIMITED TO THE EXTENT A TRUSTEE WOULD NOT HAVE THE POWER TO4
AVOID THE TRANSFER UNDER THE FEDERAL BANKRUPTCY CODE OF 1978,5
TITLE 11 OF THE UNITED STATES CODE, AS AMENDED.6
(f) A N ASSIGNEE SHALL EXERCISE THE POWERS UNDER THIS7
SECTION CONSISTENT WITH THE ASSIGNEE 'S FIDUCIARY DUTY UNDER8
SECTION 5-22-109 (a).9
5-22-111. Allowed claim.10
(a) AN ASSIGNEE SHALL ALLOW A CREDITOR'S CLAIM IF:11
(1) T HE CREDITOR SUBMITS A PROOF OF CLAIM IN COMPLIANCE12
WITH SECTION 5-22-113; AND13
(2) THE ASSIGNEE DOES NOT DISPUTE THE CLAIM UNDER SECTION14
5-22-112 BEFORE FINAL DISTRIBUTION.15
(b) AN ASSIGNEE MAY:16
(1) ALLOW A CLAIM, PAY A KNOWN LIQUIDATED CLAIM, OR ACCEPT17
A NOTICE TO THE ASSIGNEE OF A CLAIM RECEIVED BY THE DATE18
ESTABLISHED BY THE ASSIGNEE UNDER SECTION 5-22-109 (b)(6) EVEN IF19
THE CREDITOR DOES NOT SUBMIT A PROOF OF CLAIM; OR20
(2) ALLOW AND PAY A CLAIM EVIDENCED BY A LATE-FILED PROOF21
OF CLAIM IF THE ASSIGNEE DETERMINES THERE IS A REASONABLE BASIS22
FOR EXCUSING THE LATE FILING.23
(c) ANY UNSECURED PORTION OF AN ALLOWED CLAIM SHALL BE24
VALUED AS OF THE EFFECTIVE DATE OF THE ASSIGNMENT AGREEMENT.25
(d) A CREDITOR'S CLAIM IS ALLOWED IF THE CREDITOR SUCCEEDS26
IN A DISPUTE UNDER SECTION 5-22-112 (b).27
SB26-079-19-
(e) S UBJECT TO SUBSECTION (f) OF THIS SECTION , AFTER1
EXPIRATION OF THE TIME FOR SUBMITTING A PROOF OF CLAIM , THE2
ASSIGNEE SHALL CREATE A COMPLETE LIST OF CREDITORS THAT HAVE3
SUBMITTED A PROOF OF CLAIM IN COMPLIANCE WITH SECTION 5-22-113.4
FOR EACH CREDITOR'S CLAIM, THE LIST MUST STATE:5
(1) THE AMOUNT OF THE CLAIM, IF THE AMOUNT IS KNOWN TO THE6
ASSIGNEE; AND7
(2) W HETHER THE CLAIM IS SECURED OR UNSECURED AND , IF8
SECURED, DESCRIBE THE COLLATERAL FOR THE CLAIM.9
(f) IF A CLASS OF CREDITORS WILL RECEIVE NO DISTRIBUTION ON10
ACCOUNT OF ALLOWED CLAIMS, THE ASSIGNEE SHALL SEND A NOTICE IN A11
RECORD TO EACH CREDITOR IN THAT CLASS THAT THE CREDITOR WILL12
RECEIVE NO DISTRIBUTION INSTEAD OF THE LIST REQUIRED IN SUBSECTION13
(e) OF THIS SECTION.14
(g) I F REQUESTED BY A CREDITOR OR OTHER PARTY WITH AN15
INTEREST IN THE ASSIGNMENT ESTATE, THE ASSIGNEE SHALL PROVIDE THE16
LIST CREATED UNDER SUBSECTION (e) OF THIS SECTION TO THE PERSON17
MAKING THE REQUEST TO THE EXTENT PERMITTED BY PRIVACY LAWS AND18
SUBJECT TO ANY PRIVACY SAFEGUARDS THE ASSIGNEE DETERMINES IN THE19
ASSIGNEE'S BUSINESS JUDGMENT ARE REASONABLY NECESSARY.20
5-22-112. Disputed claims - disallowed claims.21
(a) AN ASSIGNEE MAY DISPUTE A CREDITOR'S CLAIM BEFORE FINAL22
DISTRIBUTION BY SENDING NOTIFICATION IN A RECORD STATING THE23
NATURE OF THE ASSIGNEE'S DISPUTE TO THE CREDITOR.24
(b) I F A DISPUTE CANNOT BE RESOLVED CONSENSUALLY , THE25
ASSIGNEE MAY COMMENCE A PROCEEDING UNDER SECTION 5-22-121 TO26
DISALLOW THE CLAIM. THE ASSIGNEE MUST COMMENCE THE PROCEEDING27
SB26-079-20-
BEFORE FINAL DISTRIBUTION UNDER SECTION 5-22-115. IF THE1
PROCEEDING IS NOT FILED BEFORE FINAL DISTRIBUTION , THE ASSIGNEE2
SHALL ALLOW THE CLAIM UNDER SECTION 5-22-111.3
(c) AN ASSIGNEE SHALL CREATE A DOLLAR-FOR-DOLLAR RESERVE4
FOR THE ESTIMATED AMOUNT OF THE POTENTIAL DISTRIBUTION ON A5
DISPUTED CLAIM.6
(d) SUBJECT TO SUBSECTION (b) OF THIS SECTION , AN ASSIGNEE7
SHALL DISALLOW A CLAIM FOR REIMBURSEMENT OR CONTRIBUTION OF A8
PERSON THAT IS LIABLE WITH THE ASSIGNOR ON, OR THAT HAS SECURED,9
THE CLAIM, TO THE EXTENT:10
(1) THE CLAIM AGAINST THE ASSIGNMENT ESTATE IS DISALLOWED;11
(2) T HE CLAIM FOR REIMBURSEMENT OR CONTRIBUTION IS12
CONTINGENT AS OF THE TIME OF ALLOWANCE OR DISALLOWANCE; OR13
(3) THE PERSON ASSERTS A RIGHT OF SUBROGATION TO THE RIGHTS14
OF A CREDITOR.15
(e) A CLAIM FOR REIMBURSEMENT OR CONTRIBUTION OF A PERSON16
LIABLE WITH THE ASSIGNOR ON, OR THAT HAS SECURED, THE CLAIM THAT17
BECOMES FIXED AFTER THE EFFECTIVE DATE OF THE ASSIGNMENT18
AGREEMENT SHALL BE DETERMINED , AND SHALL BE ALLOWED OR19
DISALLOWED, SUBJECT TO SUBSECTION (b) OF THIS SECTION , AS IF THE20
CLAIM HAD BECOME FIXED BEFORE THE EFFECTIVE DATE OF THE21
ASSIGNMENT AGREEMENT.22
(f) AN ASSIGNEE MAY RECONSIDER THE ASSIGNEE'S DECISION TO23
ALLOW OR DISALLOW A CLAIM FOR CAUSE. IF A RECONSIDERED CLAIM IS24
ALLOWED UNDER SECTION 5-22-111, BEFORE THE ASSIGNEE MAKES25
ADDITIONAL PAYMENTS OR TRANSFERS TO OTHER CREDITORS THAT ARE26
EQUAL OR JUNIOR IN PRIORITY UNDER SECTION 5-22-115 TO THE27
SB26-079-21-
RECONSIDERED CLAIM, THE CREDITOR WITH THE RECONSIDERED CLAIM1
SHALL RECEIVE A PAYMENT OR TRANSFER IN AN AMOUNT PROPORTIONATE2
IN VALUE TO THE PAYMENTS OR TRANSFERS ALREADY RECEIVED BY THE3
OTHER CREDITORS . THIS SUBSECTION (f) DOES NOT MODIFY THE4
ASSIGNEE'S RIGHT UNDER OTHER LAW TO RECOVER FROM A CREDITOR AN5
EXCESS PAYMENT OR TRANSFER MADE TO THE CREDITOR . IF A6
RECONSIDERED CLAIM IS DISALLOWED, THE ASSIGNEE SHALL COMPLY WITH7
SUBSECTIONS (b) AND (c) OF THIS SECTION.8
5-22-113. Proof of claim.9
(a) A PROOF OF CLAIM MUST:10
(1) S TATE THE NAME , ADDRESS , AND OTHER CONTACT11
INFORMATION REASONABLY NECESSARY TO COMMUNICATE WITH THE12
CREDITOR;13
(2) STATE THE AMOUNT OF THE CLAIM;14
(3) BRIEFLY STATE THE NATURE OF THE CLAIM;15
(4) IDENTIFY ANY ASSET OF THE ASSIGNMENT ESTATE SECURING16
THE CLAIM;17
(5) BE SIGNED BY THE CREDITOR UNDER PENALTY OF PERJURY;18
(6) INCLUDE A COPY OF A RECORD, IF ANY, ON WHICH THE CLAIM19
IS BASED;20
(7) B E SUBMITTED USING THE METHOD ESTABLISHED UNDER21
SECTION 5-22-109 (b)(5); AND22
(8) BE SUBMITTED BY THE DATE ESTABLISHED BY THE ASSIGNEE23
UNDER SECTION 5-22-109 (b)(6).24
(b) A PROOF OF CLAIM SUBMITTED IN COMPLIANCE WITH THIS25
SECTION IS PRIMA FACIE EVIDENCE OF THE VALIDITY AND AMOUNT OF THE26
CLAIM.27
SB26-079-22-
(c) T HE SUBMISSION BY A CREDITOR OF A PROOF OF CLAIM IN1
COMPLIANCE WITH THIS SECTION CONSTITUTES THE CREDITOR'S:2
(1) CONSENT TO THE JURISDICTION OF THE COURT UNDER SECTION3
5-22-121; AND4
(2) ASSIGNMENT TO THE ASSIGNEE OF ANY RIGHT OF THE CREDITOR5
TO BRING A VOIDABLE TRANSACTION ACTION RELATING TO THE6
CREDITOR'S CLAIM.7
5-22-114. Rights of transferees.8
(a) AN ASSIGNEE'S DISPOSITION OF AN ASSET:9
(1) T RANSFERS TO A TRANSFEREE FOR VALUE ALL OF THE10
ASSIGNEE'S RIGHTS IN THE ASSET;11
(2) DISCHARGES THE ASSIGNEE'S LIEN AND, TO THE EXTENT THE12
ASSIGNMENT CREATES A SECURITY INTEREST IN FAVOR OF THE ASSIGNEE,13
THE ASSIGNEE'S SECURITY INTEREST; AND14
(3) DISCHARGES ANY SUBORDINATE SECURITY INTEREST OR OTHER15
LIEN SUBORDINATE TO THE ASSIGNEE'S LIEN.16
(b) A TRANSFEREE THAT ACTS IN GOOD FAITH TAKES FREE OF THE17
RIGHTS AND INTERESTS DESCRIBED IN SUBSECTION (a) OF THIS SECTION,18
EVEN IF THE ASSIGNEE FAILS TO COMPLY WITH THIS ARTICLE 22 OR THE19
REQUIREMENTS OF A JUDICIAL PROCEEDING.20
(c) I F A TRANSFEREE DOES NOT TAKE FREE OF THE RIGHTS AND21
INTERESTS DESCRIBED IN SUBSECTION (a) OF THIS SECTION , THE22
TRANSFEREE TAKES THE ASSET SUBJECT TO:23
(1) THE ASSIGNEE 'S RIGHTS IN THE ASSETS OF THE ASSIGNMENT24
ESTATE;25
(2) THE ASSIGNEE'S LIEN AND, IF APPLICABLE, SECURITY INTEREST;26
AND27
SB26-079-23-
(3) ANY OTHER SECURITY INTEREST OR OTHER LIEN.1
(d) UNLESS OTHERWISE PROVIDED IN A RECORD, ANY WARRANTY2
ARISING BY OPERATION OF OTHER LAW IS DISCLAIMED TO THE EXTENT3
PERMITTED BY OTHER LAW.4
(e) I F A SUBORDINATE SECURITY INTEREST OR OTHER LIEN IS5
DISCHARGED UNDER THIS SECTION , THE ASSIGNEE MAY FILE A RECORD6
WITH THE OFFICIAL OR OFFICE RESPONSIBLE FOR MAINTAINING AN OFFICIAL7
FILING, RECORDING , REGISTRATION , OR CERTIFICATE -OF-TITLE SYSTEM8
COVERING THE ASSET SECURED BY THE SECURITY INTEREST OR OTHER9
LIEN. THE RECORD MUST STATE THAT THE SECURITY INTEREST OR OTHER10
LIEN IS DISCHARGED AS A SUBORDINATE SECURITY INTEREST OR OTHER11
LIEN IN CONNECTION WITH A DISPOSITION UNDER AN ASSIGNMENT FOR THE12
BENEFIT OF CREDITORS OF THE ASSIGNOR WHOSE ASSET IS SUBJECT TO THE13
SECURITY INTEREST OR OTHER LIEN.14
5-22-115. Distributions - definition.15
(a) IN THIS SECTION, "PROTECTED SECURED CREDITOR" MEANS A16
SECURED CREDITOR WHOSE LIEN:17
(1) IS A PERFECTED LIEN;18
(2) C ANNOT BE AVOIDED BY THE ASSIGNEE UNDER SECTION19
5-22-110 (b)(12); AND20
(3) IS NOT SUBORDINATE TO THE ASSIGNEE'S LIEN.21
(b) E XCEPT AS PROVIDED IN SECTION 5-22-116, THE ASSIGNEE22
SHALL PAY CLAIMS FROM THE ASSIGNMENT ESTATE ALLOWED UNDER23
SECTION 5-22-111 IN THE ORDER OF PRIORITY STATED IN THIS SECTION.24
(c) UNLESS OTHERWISE AGREED BETWEEN THE ASSIGNEE AND A25
PROTECTED SECURED CREDITOR , BEFORE DISTRIBUTIONS UNDER26
SUBSECTIONS (d), (e), (f), AND (g) OF THIS SECTION, AND IN ACCORDANCE27
SB26-079-24-
WITH THE PRIORITIES OF CREDITORS WITH LIENS UNDER OTHER LAW, THE1
PROTECTED SECURED CREDITOR SHALL RECEIVE THE ASSET OR THE2
PROCEEDS FROM THE COLLECTION ON OR DISPOSITION OF THE ASSET TO3
THE EXTENT OF THE VALUE OF THE PROTECTED SECURED CREDITOR 'S4
INTEREST IN THE ASSET , LESS THE ASSIGNEE 'S REASONABLE AND5
NECESSARY EXPENSES OF PRESERVING OR DISPOSING OF THE ASSET TO THE6
EXTENT THE EXPENSES BENEFIT THE PROTECTED SECURED CREDITOR AND7
ARE INCURRED WITH THE PROTECTED SECURED CREDITOR'S CONSENT OR8
ACQUIESCENCE. THE PROTECTED SECURED CREDITOR HAS AN UNSECURED9
CLAIM UNDER SUBSECTION (g)(2) OF THIS SECTION FOR THE AMOUNT OF10
THE CLAIM THAT REMAINS AFTER DEDUCTING THE AMOUNT OR VALUE OF11
AN ASSET THE PROTECTED SECURED CREDITOR RECEIVES UNDER THIS12
SUBSECTION (c). TO THE EXTENT A CLAIM IS SECURED BY AN ASSET THE13
VALUE OF WHICH , AFTER THE DEDUCTIONS PROVIDED UNDER THIS14
SUBSECTION (c), IS GREATER THAN THE AMOUNT OF THE CLAIM , THE15
PROTECTED SECURED CREDITOR MAY RECEIVE INTEREST ON THE CLAIM16
AND ANY REASONABLE FEES, COSTS, OR CHARGES PROVIDED FOR UNDER17
THE AGREEMENT OR OTHER LAW UNDER WHICH THE CLAIM AROSE.18
(d) A FTER THE DISTRIBUTIONS UNDER SUBSECTION (c) OF THIS19
SECTION, THE ASSIGNEE SHALL PAY THE NECESSARY COSTS OF THE20
ADMINISTRATION OF THE ASSIGNMENT ESTATE. THE COSTS INCLUDE:21
(1) F EES AND REIMBURSEMENTS OF THE EXPENSES OF THE22
ASSIGNEE AND ANY PROFESSIONALS ENGAGED BY THE ASSIGNEE;23
(2) POST-ASSIGNMENT TAXES INCURRED BY THE ASSIGNEE;24
(3) P OST-ASSIGNMENT RENT INCURRED BY THE ASSIGNEE IN25
OCCUPYING PREMISES ON WHICH ASSETS OF THE ASSIGNMENT ESTATE ARE26
LOCATED OR THE BUSINESS OF THE ASSIGNOR IS CONDUCTED;27
SB26-079-25-
(4) P OST-ASSIGNMENT LEASE PAYMENTS INCURRED BY THE1
ASSIGNEE IN RENTING PERSONAL PROPERTY USED IN THE BUSINESS OF THE2
ASSIGNOR; AND3
(5) A MOUNTS REQUIRED TO BE PAID UNDER THE ASSIGNMENT4
AGREEMENT FOR EXPENSES OF WINDING UP THE ASSIGNMENT UNDER5
SECTION 5-22-119.6
(e) AFTER THE DISTRIBUTIONS UNDER SUBSECTIONS (c) AND (d) OF7
THIS SECTION, THE ASSIGNEE SHALL PAY CLAIMS ENTITLED TO PRIORITY8
UNDER FEDERAL LAW , INCLUDING UNDER 31 U.S.C. SEC . 3713, AS9
AMENDED, FROM THE ASSIGNMENT ESTATE.10
(f) AFTER THE DISTRIBUTIONS UNDER SUBSECTIONS (c), (d), AND11
(e) OF THIS SECTION , THE ASSIGNEE SHALL PAY CLAIMS FROM THE12
ASSIGNMENT ESTATE FOR WAGES , SALARIES, OR COMMISSIONS EARNED13
NOT MORE THAN ONE HUNDRED EIGHTY DAYS BEFORE THE EARLIER OF THE14
EFFECTIVE DATE OF THE ASSIGNMENT AGREEMENT OR THE CESSATION OF15
THE ASSIGNOR'S BUSINESS. PAYMENT SHALL BE LIMITED TO THE GREATER16
OF:17
(1) THE AMOUNT OF THE CLAIM ALLOWED AS A PRIORITY CLAIM18
AHEAD OF CLAIMS OF OTHER UNSECURED CREDITORS UNDER THE FEDERAL19
BANKRUPTCY CODE OF 1978, TITLE 11 OF THE UNITED STATES CODE, AS20
AMENDED; OR21
(2) T HE AMOUNT ALLOWED AS A PRIORITY CLAIM AHEAD OF22
CLAIMS OF OTHER UNSECURED CREDITORS UNDER APPLICABLE23
NON-BANKRUPTCY LAW.24
(g) AFTER THE DISTRIBUTIONS UNDER SUBSECTIONS (c), (d), (e),25
AND (f) OF THIS SECTION, EACH CREDITOR SHALL RECEIVE A DISTRIBUTION26
OF THE ASSETS OF THE ASSIGNMENT ESTATE IN THE FOLLOWING ORDER OF27
SB26-079-26-
PRIORITY:1
(1) UNSECURED CLAIMS ENTITLED TO PRIORITY AHEAD OF CLAIMS2
OF OTHER UNSECURED CREDITORS UNDER OTHER LAW; AND3
(2) UNSECURED CLAIMS NOT ENTITLED TO PRIORITY.4
(h) IF THE ASSETS AVAILABLE FOR DISTRIBUTION TO CLAIMS WITH5
EQUAL PRIORITY UNDER SUBSECTION (g) OF THIS SECTION ARE6
INSUFFICIENT TO PAY THE TOTAL AMOUNT OF THE CLAIMS WITH THAT7
PRIORITY, EACH CREDITOR WITH A CLAIM WITH THAT PRIORITY SHALL8
RECEIVE A PRO RATA DISTRIBUTION OF THE AVAILABLE ASSETS BASED ON9
THE PROPORTION THE AMOUNT OF THE CREDITOR'S CLAIM BEARS TO THE10
TOTAL AMOUNT OF THE CLAIMS WITH THAT PRIORITY.11
(i) I F THE CLAIMS ENTITLED TO THE DISTRIBUTION UNDER12
SUBSECTIONS (c), (d), (e), (f), AND (g) OF THIS SECTION ARE PAID IN FULL,13
THE RESIDUE SHALL BE DISTRIBUTED TO ALLOWED CLAIMS EVIDENCED BY14
A LATE -FILED PROOF OF CLAIM , OTHER THAN A LATE -FILED CLAIM15
ALLOWED BY THE ASSIGNEE UNDER SECTION 5-22-111 (b)(2), AND, AFTER16
THE ALLOWED CLAIMS EVIDENCED BY A LATE-FILED PROOF OF CLAIM HAVE17
BEEN PAID IN FULL, AS PROVIDED IN THE ASSIGNMENT AGREEMENT.18
(j) A N ASSIGNEE MAY MAKE INTERIM DISTRIBUTIONS AFTER19
CONSIDERING FUTURE EXPENSES AND THE RESERVES FOR DISPUTED CLAIMS20
ESTABLISHED UNDER SECTION 5-22-112 (c).21
5-22-116. Claim subordination.22
(a) A SUBORDINATION AGREEMENT IS ENFORCEABLE UNDER THIS23
ARTICLE 22 TO THE SAME EXTENT THE AGREEMENT IS ENFORCEABLE24
UNDER OTHER LAW.25
(b) SUBJECT TO SUBSECTION (c) OF THIS SECTION, THE FOLLOWING26
CLAIMS ARE SUBORDINATE TO A CLAIM OR INTEREST THAT IS SENIOR OR27
SB26-079-27-
EQUAL IN PRIORITY TO A CLAIM OR INTEREST REPRESENTED BY A SECURITY1
OR OTHER EQUITY INTEREST IN THE ASSIGNOR OR AN AFFILIATE OF THE2
ASSIGNOR:3
(1) A CLAIM ARISING FROM RESCISSION OF A PURCHASE OR SALE OF4
THE SECURITY OR OTHER EQUITY INTEREST;5
(2) A CLAIM FOR DAMAGES ARISING FROM THE PURCHASE OR SALE6
OF THE SECURITY OR OTHER EQUITY INTEREST; AND7
(3) A CLAIM FOR REIMBURSEMENT OR CONTRIBUTION ALLOWED ON8
ACCOUNT OF THE RESCISSION OR DAMAGE CLAIM.9
(c) I F THE SECURITY IS COMMON STOCK OR ANOTHER COMMON10
EQUITY INTEREST , A CLAIM SUBJECT TO SUBORDINATION UNDER11
SUBSECTION (b) OF THIS SECTION HAS THE SAME PRIORITY AS COMMON12
STOCK OR ANOTHER COMMON EQUITY INTEREST.13
5-22-117. Liability.14
(a) A N ASSIGNOR IS NOT PERSONALLY LIABLE FOR AN ACT OR15
OMISSION BY THE ASSIGNEE.16
(b) A N ASSIGNEE IS NOT PERSONALLY LIABLE FOR AN ACT OR17
OMISSION BY THE ASSIGNOR.18
(c) A REPRESENTATIVE DESIGNATED BY AN ASSIGNOR UNDER19
SECTION 5-22-108 (b)(4) IS EXCULPATED TO THE SAME EXTENT AS A20
PERSON ACTING ON BEHALF OF THE ASSIGNOR UNDER OTHER LAW HAD21
THERE BEEN NO ASSIGNMENT , EXCEPT FOR AN ACT OR OMISSION22
RESULTING FROM THE REPRESENTATIVE'S GROSS NEGLIGENCE OR WILLFUL23
MISCONDUCT.24
(d) A TERM OF AN ASSIGNMENT AGREEMENT RELIEVING THE25
ASSIGNEE OF LIABILITY IS UNENFORCEABLE TO THE EXTENT THE26
AGREEMENT RELIEVES THE ASSIGNEE OF LIABILITY FOR AN ACT OR27
SB26-079-28-
OMISSION COMMITTED IN BAD FAITH OR WITH RECKLESS INDIFFERENCE TO1
THE PURPOSES OF THE ASSIGNMENT OR THE INTERESTS OF THE CREDITORS2
OF THE ASSIGNMENT ESTATE.3
(e) SUBJECT TO SUBSECTION (f) OF THIS SECTION, AN ASSIGNEE IS4
PERSONALLY LIABLE FOR BREACH OF A FIDUCIARY DUTY UNDER SECTION5
5-22-109 (a). IF THE ASSIGNEE IS LIABLE:6
(1) THE ASSIGNEE IS PERSONALLY LIABLE TO A CREDITOR FOR AN7
INDIVIDUALIZED HARM TO THE CREDITOR IF THE HARM IS NOT SHARED BY8
ALL CREDITORS OR A CLASS OF CREDITORS; AND9
(2) T HE ASSIGNEE IS PERSONALLY LIABLE TO THE ASSIGNMENT10
ESTATE FOR A HARM SHARED BY ALL CREDITORS OR A CLASS OF11
CREDITORS.12
(f) AN ASSIGNEE IS NOT LIABLE IF, IN THE PERFORMANCE OF THE13
ASSIGNEE'S DUTIES AND EXERCISE OF THE ASSIGNEE 'S POWERS , THE14
ASSIGNEE RELIES IN GOOD FAITH ON:15
(1) A RECORD OF THE ASSIGNOR;16
(2) I NFORMATION, AN OPINION , A REPORT , OR A STATEMENT17
PRESENTED TO THE ASSIGNEE BY THE ASSIGNOR'S OFFICER OR EMPLOYEE,18
A COMMITTEE OF THE ASSIGNOR'S BOARD OF DIRECTORS, AN INDEPENDENT19
DIRECTOR OR MANAGER OF THE ASSIGNOR, OR ANOTHER REPRESENTATIVE20
OF THE ASSIGNOR; OR21
(3) I NFORMATION, AN OPINION , A REPORT , OR A STATEMENT22
PRESENTED TO THE ASSIGNEE BY ANOTHER PERSON THAT HAS BEEN23
SELECTED WITH REASONABLE CARE BY OR ON BEHALF OF THE ASSIGNEE AS24
TO A MATTER THE ASSIGNEE REASONABLY BELIEVES IS WITHIN THE OTHER25
PERSON'S PROFESSIONAL OR EXPERT COMPETENCE.26
5-22-118. Assignee removal - successor assignee.27
SB26-079-29-
(a) THE ASSIGNOR OR A CREDITOR MAY REQUEST IN A COURT OF1
COMPETENT JURISDICTION IN THIS STATE TO REMOVE THE ASSIGNEE IF THE2
ASSIGNOR OR CREDITOR HAS A REASONABLE BELIEF THAT GROUNDS FOR3
REMOVAL EXIST UNDER SUBSECTION (b) OF THIS SECTION.4
(b) AFTER A REQUEST UNDER SUBSECTION (a) OF THIS SECTION OR5
ON THE COURT 'S INITIATIVE IN AN ACTION PENDING BEFORE THE COURT6
UNDER SECTION 5-22-121, THE COURT MAY REMOVE AN ASSIGNEE:7
(1) FOR CAUSE, INCLUDING THE ASSIGNEE'S FRAUD, DISHONESTY,8
INCOMPETENCE, GROSS MISMANAGEMENT, OR FAILURE TO COMPLY WITH9
THIS ARTICLE 22; OR10
(2) IF REMOVAL OF THE ASSIGNEE BEST SERVES THE INTERESTS OF11
THE CREDITORS.12
(c) A FTER AN ASSIGNEE RESIGNS , OR IS REMOVED , DIES , OR13
BECOMES INCAPACITATED, A SUCCESSOR ASSIGNEE PROVIDED FOR IN THE14
ASSIGNMENT AGREEMENT BECOMES THE ASSIGNEE , UNLESS THE15
SUCCESSOR ASSIGNEE IS NOT ELIGIBLE TO BE AN ASSIGNEE UNDER SECTION16
5-22-104 (a) OR IS SUBJECT TO REMOVAL UNDER SUBSECTION (b) OF THIS17
SECTION. A COURT SHALL APPOINT A SUCCESSOR ASSIGNEE IF:18
(1) T HE ASSIGNMENT AGREEMENT DOES NOT PROVIDE FOR A19
SUCCESSOR ASSIGNEE; OR20
(2) THE SUCCESSOR ASSIGNEE PROVIDED FOR IN THE ASSIGNMENT21
AGREEMENT IS INELIGIBLE TO BE AN ASSIGNEE UNDER SECTION 5-22-10422
(a) OR IS SUBJECT TO REMOVAL UNDER SUBSECTION (b) OF THIS SECTION.23
(d) SUBJECT TO SECTION 5-22-117, AN ASSIGNEE THAT RESIGNS, OR24
IS REMOVED, DIES, OR BECOMES INCAPACITATED , IS DISCHARGED FROM25
THE ASSIGNEE'S DUTIES UNDER THIS ARTICLE 22 WHEN THE ASSIGNEE, OR26
A REPRESENTATIVE OF A DECEASED OR INCAPACITATED ASSIGNEE:27
SB26-079-30-
(1) ACCOUNTS FOR AND TURNS OVER TO THE SUCCESSOR ASSIGNEE1
ALL ASSETS OF THE ASSIGNMENT ESTATE; AND2
(2) SUBMITS TO CREDITORS A REPORT SUMMARIZING THE RECEIPTS3
AND DISBURSEMENTS MADE DURING THE SERVICE OF THE ASSIGNEE.4
(e) SUBJECT TO AN APPLICABLE PRIVILEGE, A COURT MAY ORDER5
AN ATTORNEY, ACCOUNTANT, OR OTHER PERSON THAT HAS INFORMATION6
IN A RECORD RELATING TO THE ASSIGNMENT ESTATE OR THE ASSIGNOR'S7
FINANCIAL AFFAIRS TO TURN OVER OR DISCLOSE THE RECORD TO THE8
SUCCESSOR ASSIGNEE.9
5-22-119. Winding up.10
(a) O N COMPLETION OF AN ASSIGNEE 'S DUTIES , THE ASSIGNEE11
SHALL SEND A CREDITOR WHOSE CLAIM IS ALLOWED UNDER SECTION12
5-22-111, AND NOT SATISFIED IN FULL, A FINAL ACCOUNTING SUFFICIENT13
TO INFORM THE CREDITOR OF ALL MATERIAL ASPECTS OF THE ASSIGNMENT,14
INCLUDING:15
(1) A DESCRIPTION OF THE ACTIONS TAKEN BY THE ASSIGNEE16
UNDER THE ASSIGNMENT;17
(2) A SUMMARY OF THE ASSETS RECEIVED BY THE ASSIGNEE AT18
THE COMMENCEMENT OF THE ASSIGNMENT AND THE ASSETS RECEIVED BY19
THE ASSIGNEE DURING THE ASSIGNMENT;20
(3) A SUMMARY OF DISBURSEMENTS MADE BY THE ASSIGNEE21
DURING THE ASSIGNMENT FOR THE PURPOSE OF ADMINISTERING THE22
ASSIGNMENT ESTATE, INCLUDING THE FEES CHARGED BY THE ASSIGNEE ,23
AND PAYMENTS TO PROFESSI ONALS, FOR RENT , AND FOR BUSINESS24
PURCHASES;25
(4) A SUMMARY OF COLLECTIONS AND DISPOSITIONS OF ASSETS BY26
THE ASSIGNEE;27
SB26-079-31-
(5) A SUMMARY OF DISTRIBUTIONS MADE OR PROPOSED TO BE1
MADE BY THE ASSIGNEE FOR CREDITOR CLAIMS;2
(6) A DESCRIPTION OF ADDITIONAL WORK TO BE DONE BY THE3
ASSIGNEE TO COMPLETE THE ADMINISTRATION OF THE ASSIGNMENT4
ESTATE AND THE DISTRIBUTIONS UNDER SECTION 5-22-115; AND5
(7) OTHER INFORMATION CONSIDERED REASONABLY NECESSARY6
BY THE ASSIGNEE.7
(b) EXCEPT AS OTHERWISE PROVIDED IN THE FINAL ACCOUNTING8
OR IF THE ASSIGNEE HAS NOT FULFILLED THE ASSIGNEE 'S DUTIES UNDER9
THIS ARTICLE 22, THE ASSIGNEE IS DISCHARGED FROM THE ASSIGNEE 'S10
DUTIES UNDER THIS ARTICLE 22 WHEN THE ASSIGNEE SENDS THE FINAL11
ACCOUNTING AND DISTRIBUTES ALL THE ASSETS OF THE ASSIGNMENT12
ESTATE.13
(c) I F THE FINAL ACCOUNTING DESCRIBES ADDITIONAL WORK14
UNDER SUBSECTION (a)(6) OF THIS SECTION , THE ASSIGNEE SHALL15
EXERCISE THE POWERS APPROPRIATE TO COMPLETE THE WORK.16
5-22-120. Interstate matters.17
(a) SUBJECT TO SUBSECTION (b) OF THIS SECTION, AN ASSIGNMENT18
MADE UNDER THE LAW OF ANOTHER STATE MUST BE REC OGNIZED AND19
ENFORCED ON AN ISSUE IF THE RESULT FOR THE ISSUE WOULD BE20
SUBSTANTIALLY SIMILAR TO THE RESULT FOR THE ISSUE IF THE21
ASSIGNMENT HAD BEEN MADE UNDER THIS ARTICLE 22.22
(b) I F A CLAIM FOR WAGES , SALARIES , OR COMMISSIONS OR A23
CLAIM OF A GOVERNMENTAL UNIT EXISTS IN ANOTHER STATE , FOR THE24
PURPOSE OF DETERMINING THE PRIORITY OF THE CLAIM UNDER SECTION25
5-22-115 (f)(2), THE ASSIGNEE SHALL USE THE AMOUNT ASSERTED OR26
DETERMINED UNDER THE LAW OF THE OTHER STATE.27
SB26-079-32-
(c) I F AN ASSIGNEE DETERMINES THAT A CREDITOR SHOULD1
RECEIVE THE TREATMENT THE CREDITOR WOULD RECEIVE UNDER AN2
ASSIGNMENT MADE UNDER THE LAW OF ANOTHER STATE , THE ASSIGNEE3
MAY TREAT THE CREDITOR AS THE CREDITOR WOULD BE TREATED IN THE4
OTHER STATE.5
5-22-121. Court action.6
(a) A COURT OF COMPETENT JURISDICTION IN THIS STATE MAY7
HEAR AND RESOLVE A MATTER INVOLVING THE ADMINISTRATION OF AN8
ASSIGNMENT OR THE EXERCISE OF AN ASSIGNEE 'S POWERS AND DUTIES ,9
INCLUDING A REQUEST FOR INSTRUCTIONS OR APPROVAL OR TO DECLARE10
RIGHTS.11
(b) W ITHOUT LIMITING THE RIGHTS OF THE ASSIGNEE OR A12
CREDITOR OR OTHER INTERESTED PERSON TO REQUEST THE COURT TO13
HEAR OR RESOLVE A MATTER UNDER SUBSECTION (a) OF THIS SECTION, ON14
REQUEST OF THE ASSIGNEE, THE COURT MAY ISSUE AN ORDER RELATING15
TO THE ADMINISTRATION OF THE ASSIGNMENT OR THE EXERCISE OF THE16
ASSIGNEE'S POWERS AND DUTIES, INCLUDING AN ORDER FOR DISPOSITION17
OF AN ASSET OR THE INCURRENCE OF AN OBLIGATION.18
(c) A CCEPTANCE OF THE ASSIGNMENT BY THE ASSIGNEE19
CONSTITUTES THE ASSIGNEE 'S CONSENT TO THE JURISDICTION OF THE20
COURT.21
5-22-122. Ancillary assignee.22
(a) SUBJECT TO OTHER LAW OF THIS STATE GOVERNING A PERSON23
FROM ANOTHER STATE SERVING AS A FIDUCIARY IN THIS STATE, A COURT24
OF COMPETENT JURISDICTION IN THIS STATE MAY APPOINT A PERSON25
SERVING AS AN ASSIGNEE IN AN ASSIGNMENT IN ANOTHER STATE, OR THE26
PERSON'S NOMINEE, AS AN ANCILLARY ASSIGNEE RELATING TO ASSIGNED27
SB26-079-33-
ASSETS LOCATED IN THIS STATE OR SUBJECT TO THE JURISDICTION OF A1
COURT IN THIS STATE IF:2
(1) THE PERSON OR NOMINEE WOULD BE ELIGIBLE TO SERVE AS AN3
ASSIGNEE UNDER SECTION 5-22-104; AND4
(2) T HE APPOINTMENT FURTHERS THE PERSON 'S POSSESSION ,5
CUSTODY, CONTROL, OR DISPOSITION OF AN ASSIGNED ASSET UNDER THE6
ASSIGNMENT IN THE OTHER STATE.7
(b) THE COURT MAY ISSUE AN ORDER THAT IMPLEMENTS AN ORDER8
ENTERED IN ANOTHER STATE APPOINTING OR DIRECTING AN ASSIGNEE OR9
OTHERWISE CONCERNING AN ASSIGNMENT IN THE OTHER STATE.10
(c) U NLESS THE COURT ORDERS OTHERWISE , AN ANCILLARY11
ASSIGNEE APPOINTED UNDER SUBSECTION (a) OF THIS SECTION HAS THE12
RIGHTS, POWERS, AND DUTIES OF AN ASSIGNEE APPOINTED UNDER THIS13
ARTICLE 22.14
(d) A PERSON IN POSSESSION , CUSTODY , OR CONTROL OF AN15
ASSIGNED ASSET IN THIS STATE, OTHER THAN A CREDITOR HOLDING A LIEN16
OR A RIGHT OF SETOFF OR RECOUPMENT RELATING TO THE ASSET, SHALL,17
ON NOTIFICATION IN A RECORD BY AN ANCILLARY ASSIGNEE APPOINTED18
UNDER SUBSECTION (a) OF THIS SECTION, TURN OVER THE ASSET TO THE19
ANCILLARY ASSIGNEE.20
5-22-123. Provisions variable by agreement.21
(a) EXCEPT AS PROVIDED IN THIS SECTION AND SECTION 5-22-11022
(b), THE PROVISIONS OF THIS ARTICLE 22 MAY NOT BE VARIED BY23
AGREEMENT.24
(b) THE DUTIES UNDER SECTIONS 5-22-108 (a) AND 5-22-109 (a)25
MAY NOT BE DISCLAIMED BY AGREEMENT . AN ASSIGNOR AND THE26
ASSIGNEE MAY DETERMINE BY AGREEMENT THE STANDARDS MEASURING27
SB26-079-34-
THE FULFILLMENT OF THE DUTIES OF THE ASSIGNOR UNDER SECTION1
5-22-108 AND THE ASSIGNEE UNDER SECTION 5-22-109 IF THE STANDARDS2
ARE NOT MANIFESTLY UNREASONABLE.3
(c) E XCEPT AS PROVIDED IN SECTION 5-22-117 (d), THE4
ASSIGNMENT AGREEMENT MAY LIMIT THE ASSIGNEE 'S LIABILITY UNDER5
SECTION 5-22-117 AND MAY REQUIRE THE ASSIGNEE BE INDEMNIFIED BY6
THE ASSIGNMENT ESTATE.7
(d) E XCEPT AS PROVIDED UNDER SECTION 5-22-107 (a),8
WHENEVER THIS ARTICLE 22 REQUIRES AN ACTION TO BE TAKEN WITHIN A9
REASONABLE TIME , A TIME NOT MANIFESTLY UNREASONABLE MAY BE10
FIXED BY AGREEMENT.11
(e) THE ASSIGNMENT AGREEMENT MAY PROVIDE FOR DUTIES OF12
THE ASSIGNEE IN ADDITION TO THOSE IN THIS ARTICLE 22.13
5-22-124. Uniformity of application and construction.14
IN APPLYING AND CONSTRUING THIS UNIFORM ACT, A COURT SHALL15
CONSIDER THE PROMOTION OF UNIFORMITY OF THE LAW AMONG STATES16
THAT ENACT IT.17
5-22-125. Relation to "Electronic Signatures in Global and18
National Commerce Act".19
THIS ARTICLE 22 MODIFIES, LIMITS, AND SUPERSEDES THE FEDERAL20
"ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT",21
15 U.S.C. SEC. 7001 ET SEQ., BUT DOES NOT MODIFY, LIMIT, OR SUPERSEDE22
SECTION 101 (c) OF THAT ACT , 15 U.S.C. SEC. 7001 (c), OR AUTHORIZE23
ELECTRONIC DELIVERY OF ANY OF THE NOTICES DESCRIBED IN SECTION 10324
(b) OF THAT ACT, 15 U.S.C. SEC. 7003 (b).25
5-22-126. Transitional provision.26
THIS ARTICLE 22 APPLIES TO AN ASSIGNMENT MADE ON OR AFTER27
SB26-079-35-
THE EFFECTIVE DATE OF THIS ARTICLE 22.1
SECTION 2. Act subject to petition - effective date. This act2
takes effect at 12:01 a.m. on the day following the expiration of the3
ninety-day period after final adjournment of the general assembly (August4
12, 2026, if adjour nment sine die is on May 13, 2026); except that, if a5
referendum petition is filed pursuant to section 1 (3) of article V of the6
state constitution against this act or an item, section, or part of this act7
within such period, then the act, item, section, or part will not take effect8
unless approved by the people at the general election to be held in9
November 2026 and, in such case, will take effect on the date of the10
official declaration of the vote thereon by the governor.11
SB26-079-36-