KRS 355.2-210: Delegation of performance -- Assignment of rights.

(1) A party may perform his duty through a delegate unless otherwise agreed or unless

the other party has a substantial interest in having his original promisor perform or

control the acts required by the contract. No delegation of performance relieves the

party delegating of any duty to perform or any liability for breach.

(2) Except as otherwise provided in KRS 355.9 -406, unless otherwise agreed, all rights

of either seller or buyer can be assigned except where the assignment would

materially change the duty of the other party, or increase materially the burden or

risk imposed on him by his contract, or impair materially his chance of obtaining

return performance. A right to damages for breach of the whole contract or a right

arising out of the assignor's due performance of his entire obligation can be assigned

despite agreement otherwise.

(3) The creation, attachment, perfection, or enforcement of a security interest in the

seller's interest under a contract is not a transfer that materially changes the duty o f

or increases materially the burden or risk imposed on the buyer or impairs

materially the buyer's chance of obtaining return performance within the purview of

subsection (2) of this section unless, and then only to the extent that, enforcement

actually results in a delegation of material performance of the seller. Even in that

event, the creation, attachment, perfection, and enforcement of the security interest

remain effective, but:

(a) The seller is liable to the buyer for damages caused by the delegati on to the

extent that the damages could not reasonably be prevented by the buyer; and

(b) A court having jurisdiction may grant other appropriate relief, including

cancellation of the contract for sale or an injunction against enforcement of

the security interest or consummation of the enforcement.

(4) Unless the circumstances indicate the contrary a prohibition of assignment of "the

contract" is to be construed as barring only the delegation to the assignee of the

assignor's performance.

(5) An assignment of "the contract" or of "all my rights under the contract" or an

assignment in similar general terms is an assignment of rights and unless the

language or the circumstances (as in an assignment for security) indicate the

contrary, it is a delegation of per formance of the duties of the assignor and its

acceptance by the assignee constitutes a promise by him to perform those duties.

This promise is enforceable by either the assignor or the other party to the original

contract.

(6) The other party may treat an y assignment which delegates performance as creating

reasonable grounds for insecurity and may without prejudice to his rights against the

assignor demand assurances from the assignee (KRS 355.2-609).