Law (2015:860) On International Security Rights In Movables

Original Language Title: Lag (2015:860) om internationella säkerhetsrätter i lösa saker

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Read the untranslated law here: http://rkrattsbaser.gov.se/sfst?bet=2015:860

/Entry into force: 04/01/2016

The scope of the law



section 1 of this Act apply to such securities and other

rights that are regulated by the Convention on international

security rights in movables of 16 november 2001

(Cape Town Convention) and the Protocol to the Convention on

international security rights in movables, if specific

questions about aviation objects (air transport protocol).



The law also applies, to the extent permitted by

Convention, on such security rights and other rights

arising under other law, and subject to

Sweden's explanations to articles 39 and 40 of the

Convention. The explanations are available, along with

explanations concerning article 54 (2) of the Convention and

Articles XII and XIII of the Protocol in Swedish

agreements with foreign powers (Sun).



International rules that apply as Swedish law



paragraph 2 of articles 1 to 16, 18 to 22, 24 to 26, 28 to 38, 41-46 and 60(1) and

60(2) of the Cape Town Convention, the wording in the original texts

apply that law in this country.



The first subparagraph shall not apply to the extent that the provisions

exclusively regulates the registration body or the

Contracting Parties ' obligations towards each other.



The Convention's original English text is accompanied by a

Swedish translation as annex 1 to this Act. The texts on the

other original languages – Arabic, French, Chinese, Russian

and Spanish – can be found in the SUN. Original texts have the same

validity.



paragraph 3 of the Articles I-VII, IX, XII-XVI and XX-XXV in

Aviation Protocol, in the original wording of the texts in force

as law in this country.



The Protocol's original English text is accompanied by a

Swedish translation as annex 2 to this Act. The texts on the

other original languages – Arabic, French, Chinese, Russian

and Spanish – can be found in the SUN. Original texts have the same

validity.



Retention of aviation items



4 § in accordance with Sweden's declaration relating to article 39(1) b

in the Cape Town Convention, paragraphs 2 and 3 shall not prevent a

creditor under other law detaining or seizing a

Aviation items to security for a debt, if this

the claim is based on the provision of public

services.



The ability to register some national rights



paragraph 5 in accordance with Sweden's declaration concerning article 40 of the

The Cape Town Convention, a security interest arising

as a result of a decision on seizure, payment assurance or

garnishment issued by court or by

The Swedish Enforcement Administration is recorded in the international

the registry. The security right should then be treated as a

international interests.



A creditor's right to take action without a decision by the Court



section 6, in accordance with the Declaration relating to article 54 (2)

in the Cape Town Convention, a creditor may take action under

Convention or the aviation Protocol without decision of

Court, if it is not in any of the agreements

expressly stated that the decision by the Court is necessary.



Reserve forum



section 7 If there is Swedish jurisdiction under any of the

provisions of the Cape Town Convention or

Aviation protocol specified in §§ 2 and 3 and any other

the competent court is absent, the Stockholm District Court has jurisdiction.



The relevant provisions in some insolvency situations



section 8 in an insolvency situation article I. 2 m in

Aviation Protocol applied, if the debtor has the Centre of his

main interests in Sweden as defined in

Article i. 2n, article XI alternative A. in the application,

the waiting period referred to in article do not exceed 60

calendar days.



The Contracting Parties may, by written agreement provide that first

subparagraph shall not apply.



Transitional provisions



2015:860



1. this law shall enter into force on the day that the Government

determines.



2. the provisions of paragraph 8 shall not apply to insolvency situations

incurred prior to the entry into force.



Annex 1



CONVENTION



ON INTERNATIONAL INTERESTS IN MOBILE EQUIPMENT



THE STATES PARTIES TO THIS CONVENTION,



AWARE of the need to acquire and use mobile equipment of high

value or particular economic significance and to facilitate

the financing of the acquisition and use of such equipment in

an efficient manner,



RECOGNISING the advantages of asset-based financing and

lease for this purpose and desiring to facilitate these

types of transaction by establishing clear rules to govern

them,



MINDFUL of the need to ensure that interests in such

equipment are recognised and protected universally,



DESIRING to provide broad and mutual economic benefits for

all interested parties,



BELIEVING that such rules must reflect the principles

underlying asset-based financing and leasing and promote the

autonomy of the parties necessary in these transactions,



CONSCIOUS of the need to establish a legal framework for

international interests in such equipment and for that

purpose to create an international registration system for

their protection,



TAKING INTO CONSIDERATION the objectives and principles

enunciated in existing Conventions relating to such

equipment,



HAVE AGREED upon the following provisions:



Chapter In



Sphere of application and general provisions



Article 1



Definition



In this Convention, except where the context otherwise

requires, the following terms are employed with the meanings

set out below:



1. "agreement" means a security agreement, a title

reservation agreement or a lease agreement;



(2) "assignment" means a contract which, whether by way of

security or otherwise, confers on the assignee associated

rights with or without a transfer of the related

international interest;



3. "associated rights" means all rights to payment or other

performance by a debtor under an agreement which are secured

by or associated with the object;



4. "commencement of the insolvency proceedings" means the

time at which the insolvency proceedings are deemed to

room numbers under the applicable insolvency law;



5. "conditional buyer" means a buyer under a title

reservation agreement;



6. "conditional seller" means a seller under a title

reservation agreement;



7. "contract of sale" means a contract for the sale of an

object by a seller to a buyer which is not an agreement as

defined in (a) above;



8. "court" means a court of law or an administrative or

arbitral tribunal established by a Contracting State;



9. "creditor" means a chargee under a security agreement, a

conditional seller under a title reservation agreement or a

lessor under a leasing agreement;



10. "debtor" means a chargor under a security agreement, a

conditional buyer under a title reservation agreement, a

"lessee" under a leasing agreement or a person whose interest

in an object is burdened by a registrable non-consensual

right or interest;



11. "insolvency administrator" means a person authorised to

administer the reorganisation or liquidation, including one

authorised on an interim basis, and includes a debtor in

possession if permitted by the applicable insolvency law;



12. "insolvency proceedings" means bankruptcy, liquidation or

other collective judicial or administrative proceedings,

including interim proceedings, in which the assets and

Affairs of the debtor are subject to control or supervision

by a court for the purposes of reorganisation or

liquidation;



13. "interested persons" means:



(i) the debtor;



(ii) any person who, for the purpose of assuring performance

of any of the bond in favour of the creditor, gives or

issues a suretyship or demand guarantee or a standby letter

of credit or any other form of credit insurance;



(iii) any other person having rights in or over the object;



14. "internal transaction" means a transaction of a type

listed in Article 2 (2) (a) to (c) where the centre of the main

interests of all parties to such transaction is situated, and

the relevant object located (as specified in the Protocol),

in the same Contracting State at the time of the conclusion

of the contract and where the interest created by the

the transaction has been registered in a national registry in

that Contracting State which has made a declaration under

Article 50 (1);



15. "international interest" means an interest held by a

creditor to which Article 2 applies;



16. "International Registry" means the international

registration facilities established for the purposes of this

Convention or the Protocol;



17. "leasing agreement" means an agreement by which one

person (the lessor) grants a right to possession or control

of an object (with or without an option to purchase) to

another person (the "lessee") in return for a rental or other

payment;



18. the "national interest" means an interest held by a creditor

in an object and created by an internal transaction covered

by a declaration under Article 50 (1);



19. the "non-consensual right or interest" means a right or

interest conferred under the law of a Contracting State which

has made a declaration under Article 39 to secure the

performance of an obligation, including an obligation to (a)

State, State entity or an intergovernmental or private

Organization;



20. "notice of a national interest" means notice registered

or to be registered in the International Registry that a

the national interest has been created;



21. "object" means an object of a category to which Article 2

applies;



22. "pre-existing right or interest" means a right or

interest of any kind in or over an object created or arising

before the effective date of this Convention as defined by

Article 60 (2) (a);



23. "proceeds" means money or non-money proceeds of an object

arising from the total or partial loss or physical


destruction of the object or its total or partial

confiscation, condemnation or requisition;



24. "prospective assignment" means an assignment that is

intended to be made in the future, upon the occurrence of a

stated event, whether or not the occurrence of the event is

certain;



25. "prospective international interest" means an interest

that is intended to be created or provided for in an object

as an international interest in the future, upon the

occurrence of a stated event (which may include the debtor's

acquisition of an interest in the object), whether or not the

occurrence of the event is certain;



26. "prospective sale" means a sale which is intended to be

made in the future, upon the occurrence of a stated event,

whether or not the occurrence of the event is certain;



AA) "Protocol" means, in respect of any category of object

and the associated rights to which this Convention applies, the

Protocol in respect of that category of object and associated

rights;



BB) "registered" means registered in the International

Registry pursuant to Chapter V;



CC) "registered interest" means an international interest, a

registrable non-consensual right or interest or a national

interest specified in a notice of a national interest

registered pursuant to Chapter V;



DD) "registrable non-consensual right or interest" means (a)

non-consensual right or interest registrable pursuant to a

declaration deposited under Article 40;



EE) "Registrar" means, in respect of the Protocol, the person

or the body designated by that Protocol or appointed under

Article 17 (2) (b);



FF) "regulations" means regulations made or approved by the

The Supervisory Authority pursuant to the Protocol;



Gg) "sale" means a transfer of ownership of an object

pursuant to a contract of sale;



HH) "secured obligation" means an obligation secured by a

security interest;



II) "security agreement" means an agreement by which a

chargor grants or agrees to grant to a chargee an interest

(including an ownership interest) in or over an object to

secure the performance of any existing or future bond

of the chargor or a third person;



JJ) "security interest" means an interest created by a

security agreement;



KK) "Supervisory Authority" means, in respect of the

Protocol, the Supervisory Authority referred to in Article

17 (1);



LL) "title reservation agreement" means an agreement for the

sale of an object on terms that ownership does not pass until

fulfilment of the condition or conditions stated in the

agreement;



mm) "unregistered interest" means a consensual interest or

non-consensual right or interest (other than an interest to

which Article 39 applies) which has not been registered,

whether or not it is registrable under this Convention; and



nn) "writing" means a record of information (including

information communicated by teletransmission) which is in

tangible or other form and is capable of being reproduced in

tangible form on a subsequent occasion and which indicates by

reasonable means a person's approval of the record.



Article 2



The international interest



1. This Convention provides for the constitution and effects

of an international interest in certain categories of mobile

equipment and associated rights.



2. For the purposes of this Convention, an international

interest in mobile equipment is an interest, constituted

under Article 7, in a uniquely identifiable object of a

category of such objects listed in paragraph 3 and designated

in the Protocol:



a) granted by the chargor under a security agreement;



b) vested in a person who is the conditional seller under a

title reservation agreement; or



c) vested in a person who is the lessor under a lease

agreement.



An interest falling within sub-paragraph (a) does not also

fall within sub-paragraph (b) or (c)



3. The categories referred to in the preceding paragraphs

the are:



a) airframes, aircraft engines and helicopters;



b) railway rolling stock; and



c) space assets.



4. The applicable law determines whether an interest to which

paragraph 2 applies falls within subparagraph (a), (b) or (c)

of that paragraph.



5. An international interest in an object extends to proceeds

of that object.



Article 3



Sphere of application



1. This Convention applies when, at the time of the

conclusion of the agreement creating or providing for the

international interest, the debtor is situated in a

Contracting State.



2. The fact that the creditor is situated in a

non-Contracting State does not affect the applicability of

This Convention.



Article 4



Where debtor is situated



1. For the purposes of Article 3 (1), the debtor is situated

in any Contracting State:



a) under the law of which it is incorporated or formed;



(b)) where it has its registered office or statutory seat;



(c)) where it has its centre of administration; or



(d)) where it has its place of business.



2. A reference in sub-paragraph (d) of the preceding

paragraph to the debtor's place of business shall, if it has

more than one place of business, mean its principal place of

business or, if it has no place of business, its habitual

residence.



Article 5



Interpretation and applicable law



1. In the interpretation of this Convention, regard is to be

had to its purposes as set forth in the preamble, to its

international character and to the need to promote uniformity

and predictability in its application.



2. Questions concerning matters governed by this Convention

which are not expressly settled in it are to be settled in

conformity with the general principles on which it is based

or, in the absence of such principles, in conformity with the

applicable law.



3. References to the applicable law are to the domestic rules

of the law applicable by virtue of the rules of private

international law of the forum State.



4. Where a State beginning several territorial units, each of

which has its own rules of law in respect of the matter to be

decided, and where there is no indication of the relevant

territorial unit, the law of that State decides which is the

the territorial unit whose rules shall govern. In the absence of

any such rule, the law of the territorial unit with which the

case is most closely connected shall apply.



Article 6



Relationship between the Convention and the Protocol



1. This Convention and the Protocol shall be read and

interpreted together as a single instrument.



2. To the extent of any inconsistency between this Convention

and the Protocol, the Protocol shall prevail.



Chapter II



Constitution of an international interest



Article 7



Formal requirements



An interest is constituted as an international interest under

This Convention where the agreement creating or providing for

the interest:



a) is in writing;



b) relates to an object of which the chargor, conditional

seller or lessor has power to dispose;



c) enables the object to be identified in conformity with the

Protocol; and



d) in the case of a security agreement, enables the secured

bond to be determined, but without the need to state a

sum or maximum sum secured.



Chapter III



Default remedies



Article 8



Remedies of chargee



1. In the event of default as provided in Article 11, the

chargee may, to the extent that the chargor has at any time

so agreed and subject to any declaration that may be made by

a Contracting State under Article 54, exercise any one or

more of the following remedies:



a) take possession or control of any object charged to it;



b) sell or grant a lease of any such object;



c) collect or receive any income or profits arising from the

management or use of any such object.



2. The chargee may alternatively apply for a court order

authorising or directing any of the acts referred to in the

preceding paragraph.



3. Any remedy set out in sub-paragraph (a), (b) or (c) of

paragraph 1 or by Article 13 shall be exercised in a

commercially reasonable manner. A remedy shall be deemed to

be exercised in a commercially reasonable manner where it is

exercised in conformity with a provision of the security

Agreement except where such a provision is manifestly

the Defender's unreasonable behaviour.



4. A chargee proposing to sell or grant a lease of an object

under paragraph 1 shall give reasonable prior notice in

writing of the proposed sale or lease to:



a) interested persons specified in Article 1 (m) (i) and (ii);

and



b) interested persons specified in Article 1 (m) (iii) who have

given notice of their rights to the chargee within a

reasonable time prior to the sale or lease.



5. Any sum collected or received by the chargee as a result

of exercise of any of the remedies set out in paragraph 1 or

2 shall be applied towards discharge of the amount of the

secured bond.



6. Where the sums collected or received by the chargee as a

result of the exercise of any remedy set out in paragraph 1

or 2 exceed the amount secured by the security interest and

any reasonable costs incurred in the exercise of any such

remedy, then unless otherwise ordered by the court, the

chargee shall distribute the surplus among holders of

subsequently ranking interests which have been registered or

of which the chargee has been given notice, in order of

priority, and pay any remaining balance to the chargor.



Article 9



Vesting of object in satisfaction; redemption



1. At any time after default as provided in Article 11, the

chargee and all the interested persons may agree that

ownership of (or any other interest of the chargor in) any

object covered by the security interest shall vest in the

chargee in or towards satisfaction of the secured

bond.



2. The court may on the application of the chargee order that

ownership of (or any other interest of the chargor in) any


object covered by the security interest shall vest in the

chargee in or towards satisfaction of the secured

bond.



3. The court shall grant an application under the preceding

paragraph only if the amount of the secured bond to be

satisfied by such vesting is commensurate with the value of

the object after taking account of any payment to be made by

the chargee to any of the interested persons.



4. At any time after default as provided in Article 11 and

before the sale of the charged object or the making of an order

in paragraph 2, the chargor or any interested person may

discharge the security interest by paying in full the amount

secured, subject to any lease granted by the chargee under

Article 8 (1) (b) or ordered under Article 8 (2). Where, after

such default, the payment of the amount secured is made in

full by an interested person other than the debtor, that

person is subrogated to the rights of the chargee.



5. Ownership or any other interest of the chargor passing on

(a) the sale under Article 8 (1) (b) or passing under paragraph 1 or

2 of this Article is free from any other interest over which

the chargee's security interest has priority under the

the provisions of Article 29.



Article 10



Remedies of conditional seller or lessor



1. In the event of default under a title reservation

agreement or under a leasing agreement as provided in Article

11, the conditional seller or the lessor, as the case may be,

may:



(a)) subject to any declaration that may be made by (a)

Contracting State under Article 54, terminate the agreement

and take possession or control of any object to which the

agreement relates; or



b) apply for a court order authorising or directing either of

These acts.



Article 11



Meaning of default



1. The debtor and the creditor may at any time agree in

writing as to the events that constitute a default or

otherwise give rise to the rights and remedies specified in

Articles 8 to 10 and 13.



2. Where the debtor and the creditor have not so agreed,

the "default" for the purposes of Articles 8 to 10 and 13 means a

default which substantially deprives the creditor of what it

is entitled to expect under the agreement.



Article 12



Additional remedies



Any additional remedies permitted by the applicable law,

including any remedies agreed upon by the parties, may be

exercised to the extent that they are not inconsistent with

the mandatory provisions of this Chapter as set out in

Article 15.



Article 13



Relief pending final determination



1. Subject to any declaration that it may make under Article

55, a Contracting State shall ensure that a creditor who

adduces evidence of default by the debtor may, pending the final

determination of its claim and to the extent that the debtor

has at any time so agreed, obtain from a court speedy relief

in the form of such one or more of the following orders as

the creditor requests:



a) preservation of the object and its value;



b) possession, control or custody of the object;



c) immobilisation of the object; and



d) lease or, except where covered by sub-paragraphs (a) to

(c), management of the object and the income therefrom.



2. In making any order under the preceding paragraph, the

the Court may impose such terms as it considers necessary to

protect the interested persons in the event that the

creditor:



a) in implementing any order granting such relief, fails to

perform any of the its bond to the debtor under this

Convention or the Protocol; or



b) fails to establish its claim, wholly or in part, on the

the final determination of that claim.



3. Before making any order under paragraph 1, the court may

require notice of the request to be given to any of the

interested person.



4. Nothing in this Article affects the application of Article

8 (3) or limits the availability of forms of interim relief

other than those set out in paragraph 1.



Article 14



Procedural requirements



Subject to Article 54 (2), any remedy provided by this Chapter

shall be exercised in conformity with the procedure

UN-prescribed by the law of the place where the remedy is to be

exercised.



Article 15



Derogation



In their relations with each other, any two or more of the

Parties referred to in this Chapter may at any time, by

agreement in writing, derogate from or vary the effect of any

of the preceding provisions of this Chapter except Articles

8 (3) to (6), 9 (3) and (4), 13 (2) and 14.



Chapter IV



The international registration system



Article 16



The International Registry



1. An International Registry shall be established for

registrations of:



a) international interests, prospective international

interests and registrable non-consensual rights and

interests;



b) assignments and prospective assignments of international

interests;



c) acquisitions of international interests by legal or

detailed subrogation under the applicable law;



d) notices of national interests; and



e) subordinations of interests referred to in any of the

preceding sub-paragraphs.



2. Different international registries may be established for

different categories of object and associated rights.



3. For the purposes of this Chapter and Chapter V, the term

"registration" includes, where appropriate, an amendment,

extension or discharge of a registration.



Article 17



The Supervisory Authority and the Registrar



1. There shall be a Supervisory Authority as provided by the

Protocol.



2. The Supervisory Authority shall:



a) establish or provide for the establishment of the

International Registry;



b) except as otherwise provided by the Protocol, appoint and

dismiss the Registrar;



c) ensure that any rights required for the continued

effective operation of the International Registry in the

event of a change of Registrar will vest in or be assignable

to the new Registrar;



d) after consultation with the Contracting States, make or

approve and ensure the publication of regulations pursuant to

the Protocol dealing with the operation of the International

Registry;



e) establish administrative procedures through which

complaints concerning the operation of the International

Registry can be made to the Supervisory Authority;



f) supervise the Registrar and the operation of the

International Registry;



g) at the request of the Registrar, provide such guidance to

the Registrar as the Supervisory Authority thinks fit;



h) set and periodically review the structure of fees to be

charged for the services and facilities of the International

Registry;



I) do all things necessary to ensure that an efficient

notice-based electronic registration system exists to

implement the objectives of this Convention and the Protocol;

and



j) report periodically to Contracting States concerning the

discharge of its bond under this Convention and the

Protocol.



3. The Supervisory Authority may enter into any agreement

requisite for the performance of its functions, including any

agreement referred to in Article 27 (3).



4. The Supervisory Authority shall own all proprietary rights

in the data bases and archives of the International

Registry.



5. The Registrar shall ensure the efficient operation of the

The International Registry and perform the functions assigned to

it by this Convention, the Protocol and the regulations.



Chapter V



Other matters relating to registration



Article 18



Registration requirements



1. The Protocol and regulations shall specify the

requirements, including the criteria for the identification

of the object:



a) for effecting a registration (which shall include

provision for prior electronic transmission of any consent

from any person whose consent is required under Article;



b) for making searches and issuing search certificates, and,

subject thereto;



c) for ensuring the confidentiality of information and

documents of the International Registry other than

information and documents relating to a registration.



2. The Registrar shall not be under a duty to Pascal whether

a consent to registration under Article 20 has in fact been

given or is valid.



3. Where an interest registered as a prospective

international interest becomes an international interest, no

further registration shall be required provided that the

registration information is sufficient for a registration of

an international interest.



4. The Registrar shall arrange for registrations to be

entered into the International Registry data base and made

searchable in chronological order of receipt, and the file

shall record the date and time of receipt.



5. The Protocol may provide that a Contracting State may

designate an entity or entities in its territory as the entry

point or entry points through which the information required

for registration shall or may be transmitted to the

International Registry. A Contracting State making such a

designation may specify the requirements, if any, to be

satisfied before such information is transmitted to the

International Registry.



Article 19



Validity and time of registration



1. A registration shall be valid only if made in conformity

with Article 20.



2. A registration, if valid, shall be complete upon entry of

the required information into the International Registry data

base so as to be searchable.



3. A registration shall be searchable for the purposes of the

preceding paragraph at the time when:



(a)) the International Registry has assigned to it a

sequentially ordered file number; and



(b)) the registration information, including the file number,

is stored in durable form and may be accessed at the

International Registry.



4. If an interest first registered as a prospective

international interest becomes an international interest,

that international interest shall be treated as registered

from the time of registration of the prospective


international interest provided that the registration was

still current immediately before the international interest

was constituted as provided by Article 7.



5. The preceding paragraph applies with necessary

modifications to the registration of a prospective assignment

of an international interest.



6. A registration shall be searchable in the International

Registry data base according to the criteria UN-prescribed village

the Protocol.



Article 20



Consent to registration



1. An international interest, a prospective international

interest or an assignment or prospective assignment of an

international interest may be registered, and any such

registration amended or extended prior to its expiry, by

either party with the consent in writing of the other.



2. The subordination of an international interest to another

international interest may be registered by or with the

consent in writing at any time of the person whose interest

has been subordinated.



3. A registration may be discharged by or with the consent in

writing of the party in whose favour it was made.



4. The acquisition of an international interest by legal or

detailed subrogation may be registered by the subrogee.



5. A registrable non-consensual right or interest may be

registered by the holder thereof.



6. A notice of a national interest may be registered by the

holder thereof.



Article 21



Duration of registration



Registration of an international interest remains effective

until discharged or until expiry of the period specified in

the registration.



Article 22



Searches



1. Any person may, in the manner UN-prescribed by the Protocol

and regulations, make or request a search of the

The International Registry by electronic means concerning

interests or prospective international interests registered

therein.



2. Upon receipt of a request therefor, the Registrar, in the

manner UN-prescribed by the Protocol and regulations, shall

issue a registry search certificate by electronic means with

respect to any object:



a) stating all registered information relating thereto,

together with a statement indicating the date and time of

registration of such information; or



b) stating that there is no information in the International

Registry relating thereto.



3. A search certificate issued under the preceding paragraph

shall indicate that the creditor named in the registration

information has acquired or intends to acquire an

international interest in the object but shall not indicate

whether what is registered is an international interest or a

prospective international interest, even if this is

ascertainable from the relevant registration information.



Article 23



List of declarations and declared non-consensual rights or

interests



The Registrar shall maintain a list of declarations,

withdrawals of declaration and of the categories of

nonconsensual right or interest communicated to the Registrar

by the Depositary as having been declared by Contracting

States in conformity with Articles 39 and 40 and the date of

each such declaration or withdrawal of declaration. Such list

shall be recorded and searchable in the name of the declaring

State and shall be made available as provided in the Protocol

and regulations to any person requesting it.



Article 24



Evidentiary value of certificates



A document in the form UN-prescribed by the regulations which

purports to be a certificate issued by the International

Registry is prima facie proof:



(a)) that it has been so issued; and



(b)) of the facts recited in it, including the date and time of

(a) registration.



Article 25



Discharge of registration



1. Where the bond secured by a registered security

interest or the bond giving rise to a registered

non-consensual right or interest have been discharged, or

where the conditions of transfer of title under a registered

title reservation agreement have been ugly file led, the holder

of such interest shall, without undue delay, procure the

discharge of the registration after written demand by the

debtor delivered to or received at its address stated in the

registration.



2. Where a prospective international interest or a

prospective assignment of an international interest has been

registered, the intending creditor or intending assignee

shall, without undue delay, procure the discharge of the

registration after written demand by the intending debtor or

assignor which is delivered to or received at its address

stated in the registration before the intending creditor or

assignee has given value or incurred a commitment to give

value.



3. Where the bond secured by a national interest

specified in a registered notice of a national interest have

been discharged, the holder of such interest shall, without

undue delay, procure the discharge of the registration after

written demand by the debtor delivered to or received at its

address stated in the registration.



4. Where a registration ought not to have been made or is

incorrect, the person in whose favour the registration was

made shall, without undue delay, procure its discharge or

amendment after written demand by the debtor delivered to or

received at its address stated in the registration.



Article 26



Access to the international registration facilities



No person shall be denied access to the registration and

search facilities of the International Registry on any ground

other than its failure to comply with the procedures

UN-prescribed by this Chapter.



Chapter VI



Privileges and immunities of



the Supervisory Authority and the Registrar



Article 27



Legal personality; immunity



1. The Supervisory Authority shall have international legal

personality where not already possessing such personality.



2. The Supervisory Authority and its officers and employees

shall enjoy such immunity from legal or administrative

process as is specified in the Protocol.



3 a) The Supervisory Authority shall enjoy exemption from

taxes and such other privileges as may be provided by

agreement with the host State.



(b)) For the purposes of this paragraph, "host State" means the

State in which the Supervisory Authority is situated.



4. The assets, documents, data bases and archives of the

The International Registry shall be inviolable and immune from

seizure or other legal or administrative process.



5. For the purposes of any claim against the Registrar under

Article 28 (1) or Article 44, the claimant shall be entitled

to access to such information and documents as are necessary

to enable the claimant to pursue its claim.



6. The Supervisory Authority may waive the inviolability and

immunity conferred by paragraph 4.



Chapter VII



Liability of the Registrar



Article 28



Liability and financial assurances



1. The Registrar shall be liable for compensatory damages

for loss suffered by a person directly resulting from an

error or omission of the Registrar and its officers and

employees or from a malfunction of the international

registration system except where the malfunction is caused by

an event of an inevitable and irresistible nature, which

could not be prevented by using the best practices into current

use in the field of electronic registry design and operation,

including those related to back-up and systems security and

networking.



2. The Registrar shall not be liable under the preceding

paragraph for factual inaccuracy of registration information

received by the Registrar or transmitted by the Registrar in

the form in which it received that information nor for acts

or circumstances for which the Registrar and its officers and

employees are not responsible and arising prior to receipt of

registration information at the International Registry.



3. Compensation under paragraph 1 may be reduced to the

extent that the person who suffered the damage caused or

contributed to that damage.



4. The Registrar shall procure insurance or a financial

guarantee covering the liability referred to in this Article

to the extent determined by the Supervisory Authority, in

accordance with the Protocol.



Chapter VIII



Effects of an international interest as against third

Parties



Article 29



Priority of competing interests



1. A registered interest has priority over any other

interest subsequently registered and over an unregistered

interest.



2. The priority of the first-mentioned interest under the

preceding paragraph applies:



a) even if the first-mentioned interest was acquired or

registered with actual knowledge of the other interest; and



b) even as regards value given by the holder of the

the first-mentioned interest with such knowledge.



3. The buyer of an object acquires its interest in it:



(a)) subject to an interest registered at the time of its

acquisition of that interest; and



b) free from an unregistered interest even if it has actual

knowledge of such an interest.



4. The conditional buyer or "lessee" acquires its interest in

or right over that object:



(a)) subject to an interest registered prior to the

registration of the international interest held by its

conditional seller or lessor; and



b) free from an interest not so registered at that time even

If it has actual knowledge of that interest.



5. The priority of competing interests or rights under this

Article may be varied by agreement between the holders of

those 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.



6. Any priority given by this Article to an interest in an

object extends to proceeds.



7. This Convention:



a) does not affect the rights of a person in an item, other

than an object, held prior to its installation on an object


If under the applicable law those rights continue to exist

After the installation; and



(b)) does not prevent the creation of rights in an item, other

than an object, which has previously been installed on an

object where under the applicable law those rights are

created.



Article 30



Effects of insolvency



1. In insolvency proceedings against the debtor an

international interest is effective if prior to the

commencement of the insolvency proceedings that interest was

registered in conformity with this Convention.



2. Nothing in this Article impairs the effectiveness of an

international interest in the insolvency proceedings where

that interest is effective under the applicable law.



3. Nothing in this Article affects:



a) any rules of law applicable in insolvency proceedings

relating to the avoidance of a transaction as a preference or

a transfer in fraud of creditors; or



b) any rules of procedure relating to the enforcement of

rights to property which is under the control or supervision

of the insolvency administrator.



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 the

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

the assigned associated rights revest in the assignor, to the

extent that they are still subsisting, when the bond

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 during the

contract from which they arise; and



c) in the case of an assignment by way of security, enables

the bond 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

the associated rights which is not effective to transfer the

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 the associated rights and the related international

interest made by way of security, Articles 8, 9 and 11 to 14

apply in the relationship 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

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

the related international interest and is registered, the

the provisions of Article 29 apply as if the references to a

registered interest were references to an assignment of the

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 the associated rights

as if the references to an international interest were

references to an assignment of the associated rights and the

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 bond 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 detailed 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.



Chapter X



Rights or interests subject to declarations by Contracting

States



Article 39



Rights having priority without registration



1. A Contracting State may at any time, in a declaration

deposited with the Depositary of the Protocol declare,

generally or specifically:



(a) ") those categories of non-consensual right or interest

(other than a right or interest to which Article 40 applies)

which under that State's law have priority over an interest

in an object equivalent to that of the holder of a registered

international interest and which shall have priority over a

registered international interest, whether in or outside

the insolvency proceedings; and



b) that nothing in this Convention shall affect the right of

a State or State entity, intergovernmental organisation or

other private provider of public services to arrest or detain

an object under the laws of that State for payment of amounts

owed to such entity, organisation or provider directly

relating to those services in respect of that object or

another object.



2. A declaration made under the preceding paragraph may be

expressed to cover categories that are created after the

deposit of that declaration.



3. A non-consensual right or interest has priority over an

international interest if and only if the form is of a

category covered by a declaration deposited prior to the

registration of the international interest.



4. Notwithstanding the preceding paragraph, a Contracting

State may, at the time of ratification, acceptance, approval

of, or accession to the Protocol, declare that a right or

interest of a category covered by a declaration made under

Sub-paragraph (a) of paragraph 1 shall have priority over an

international interest registered prior to the date of such

ratification, acceptance, approval or accession.



Article 40



Registrable non-consensual rights or interests



A Contracting State may at any time in a declaration


deposited with the Depositary of the Protocol list the

categories of non-consensual right or interest which shall be

registrable under this Convention as regards any category of

object as if the right or interest were an international

interest and shall be regulated accordingly. Such a

the Declaration may be modified from time to time.



Chapter XI



Application of the Convention to sales



Article 41



Sale and prospective sale



This Convention shall apply to the sale or prospective sale

of an object as provided for in the Protocol with any

modifications therein.



Chapter XII



Jurisdiction



Article 42



Choice of forum



1. Subject to Articles 43 and 44, the courts of a

Contracting State chosen by the parties to a transaction have

jurisdiction in respect of any claim brought under this

Convention, whether or not the chosen forum has a connection

with the parties or the transaction. Such jurisdiction shall

be exclusive unless otherwise agreed between the parties.



2. Any such agreement shall be in writing or otherwise

concluded in accordance with the formal requirements of the

law of the chosen forum.



Article 43



Jurisdiction under Article 13



1. The courts of a Contracting State chosen by the parties

and the courts of the Contracting State on the territory of

which the object is situated have jurisdiction to grant

relief under Article 13 (1) (a), (b), (c) and Article 13 (4)

respect of that object.



2. Jurisdiction to grant relief under Article 13 (1) (d) or

other interim relief by virtue of Article 13 (4) may be

exercised either:



(a)) by the courts chosen by the parties; or



(b)) by the courts of a Contracting State on the territory of

which the debtor is situated, being relief which, by the

the terms of the order granting it, is enforceable only in the

territory of that Contracting State.



3. (A) the court has jurisdiction under the preceding paragraphs

even if the final determination of the claim referred to in

Article 13 (1) will or may take place in a court of another

Contracting State or by arbitration.



Article 44



Jurisdiction to make orders against the Registrar



1. The courts of the place in which the Registrar has its

Centre of administration shall have exclusive jurisdiction to

award damages or make orders against the Registrar.



2. Where a person fails to respond to a demand made under

Article 25 and that person has ceased to exist or cannot be

found for the purpose of enabling an order to be made against

It requiring it to procure discharge of the registration, the

courts referred to in the preceding paragraph shall have

exclusive jurisdiction, on the application of the debtor or

intending debtor, to make an order directed to the Registrar

requiring the Registrar to discharge the registration.



3. Where a person fails to comply with an order of a court

having jurisdiction under this Convention or, in the case of

a national interest, an order of a court of competent

jurisdiction requiring that person to procure the amendment

or discharge of a registration, the courts referred to in

paragraph 1 may direct the Registrar to take such steps as

will give effect to that order.



4. Except as otherwise provided by the preceding paragraphs,

No court may make orders or give judgments or rulings against

or purporting to bind the Registrar.



Article 45



Jurisdiction in respect of insolvency proceedings



The provisions of this Chapter are not applicable to

the insolvency proceedings.



Chapter XIII



Relationship with other Conventions



Article 45 bis



Relationship with the United Nations Convention on the

Assignment of Receivables in International Trade



This Convention shall prevail over the United Nations

Convention on the Assignment of Receivables in International

Trade, opened for signature in New York on 12 December 2001,

as it relates to the assignment of receivables which are

the associated rights related to international interests in

aircraft objects, railway rolling stock and space assets.



Article 46



Relationship with the UNIDROIT Convention on International

Financial Leasing



The Protocol may determine the relationship between this

Convention and the UNIDROIT Convention on International

Financial Leasing, signed at Ottawa on 28 May 1988.



Chapter XIV



Final provisions



Article 47



Signature, ratification, acceptance, approval or accession



1. This Convention shall be open for signature in Cape Town

on 16 November 2001 by States participating in the Diplomatic

Conference to Adopt a Mobile Equipment Convention and an

Aircraft Protocol held at Cape Town from 29 October to 16

November 2001. After 16 November 2001, the Convention shall

be open to all States for signature at the Headquarters of

the International Institute for the Unification of Private

Law (UNIDROIT) in Rome until it enters into force in

accordance with Article 49.



2. This Convention shall be subject to ratification,

acceptance or approval by States which have signed it.



3. Any State which does not sign this Convention may accede

to it at any time.



4. Ratification, acceptance, approval or accession is

effected by the deposit of a formal instrument to that effect

with the Depositary.



Article 48



Regional Economic Integration Organization



1. A Regional Economic Integration Organization which is

constituted by sovereign States and has competence over

certain matters governed by this Convention may similarly

sign, accept, approve or accede to this Convention. The

Regional Economic Integration Organization shall in that case

have the rights and the bond of a Contracting State, to

the extent that that Organization has competence over matters

governed by this Convention. Where the number of Contracting

States is relevant in this Convention, the Regional Economic

Integration Organisation shall not count as a Contracting

State in addition to its Member States which are Contracting

States.



2. the Regional Economic Integration Organisation shall, at the

time of signature, acceptance, approval or accession, make a

Declaration to the Depositary specifying the matters governed

by this Convention in respect of which competence has been

transferred to that Organization by its Member States. The

Regional Economic Integration Organization shall promptly

notify the Depositary of any changes to the distribution of

competence, including new transfers of competence, specified

in the declaration under this paragraph.



3. Any reference to a "Contracting State" or "Contracting

States "or" State Party "or" States Parties "in this

Convention applies equally to a Regional Economic Integration

Organization where the context so requires.



Article 49



Entry into force



1. This Convention enters into force on the first day of the

month following the expiration of three months after the date

of the deposit of the third instrument of ratification,

acceptance, approval or accession but only as regards a

category of objects to which a Protocol applies:



(a)), as from the time of entry into force of that Protocol;



b) subject to the terms of that Protocol; and



c) as between States Parties to this Convention and that

Protocol.



2. For other States this Convention enters into force on the

first day of the month following the expiration of three

months after the date of the deposit of their instruments of

ratification, acceptance, approval or accession but only as

regards a category of objects to which a Protocol applies and

subject, in relation to such Protocol, to the requirements of

sub-paragraphs (a), (b) and (c) of the preceding paragraph.



Article 50



Internal transactions



1. A Contracting State may, at the time of ratification,

acceptance, approval of, or accession to the Protocol,

declare that this Convention shall not apply to a transaction

which is an internal transaction in relation to that State

with regard to all types of objects or some of them.



2. Notwithstanding the preceding paragraph, the provisions of

Articles 8 (4), 9 (1), 16, Chapter V, Article 29, and any

the provisions of this Convention relating to registered

interest shall apply to an internal transaction.



3. Where notice of a national interest has been registered in

the International Registry, the priority of the holder of

that interest under Article 29 shall not be affected by the

fact that such interest has become vested in another person,

by assignment or subrogation under the applicable law.



Article 51



Future Protocols



1. The Depositary may create working groups, in co-operation

with such relevant non-governmental organization as the

Depositary considers appropriate, to assess the feasibility

of extending the application of this Convention, through one

or more Protocols, to objects of any category of high-value

mobile equipment, other than a category referred to in

Article 2 (3), each member of which is uniquely identifiable,

and associated rights relating to such objects.



2. The Depositary shall communicate the text of any

preliminary draft Protocol relating to a category of objects

prepared by such a working group to all States Parties to

This Convention, all member States of the Depositary, member

States of the United Nations which are not members of the

Depositary and the relevant intergovernmental organization,

and shall invite such States and organization to participate

in intergovernmental negotiations for the completion of a

draft Protocol on the basis of such a preliminary draft

Protocol.



3. The Depositary shall also communicate the text of any

preliminary draft Protocol prepared by such a working group

to such relevant non-governmental organization as the

Depositary considers appropriate. Such non-governmental

Organization shall be invited promptly to submit comments on

the text of the preliminary draft Protocol to the Depositary


and to participate as observers in the preparation of a draft

Protocol.



4. When the competent bodies of the Depositary adjudge such a

draft Protocol ripe for adoption, the Depositary shall

convene a diplomatic conference for its adoption.



5. Once such a Protocol has been adopted, subject to

paragraph 6, this Convention shall apply to the category of

objects covered thereby.



6. Article 45 bis of this Convention applies to such a

Protocol only if specifically provided for in that

Protocol.

Article 52



Territorial units



1. If a Contracting State has territorial units in which

different systems of law are applicable in relation to the

matters dealt with in this Convention, it may, at the time of

ratification, acceptance, approval or accession, declare that

This Convention is to extend to all its territorial units or

only to one or more of them and may modify its declaration by

submitting another declaration at any time.



2. Any such declaration shall state expressly the territorial

units to which this Convention applies.



3. If a Contracting State has not made any declaration under

paragraph 1, this Convention shall apply to all territorial

units of that State.



4. Where a Contracting State extends this Convention to one

or more of its territorial units, declarations permitted

under this Convention may be made in respect of each such

territorial unit, and the declarations made in respect of one

territorial unit may be different from those made in respect

of another territorial unit.



5. If by virtue of a declaration under paragraph 1, this

The Convention extends to one or more territorial units of a

Contracting State:



a) the debtor is considered to be situated in a Contracting

State only if it is incorporated or formed under a law in

force in a territorial unit to which this Convention applies

or if it has its registered office or statutory seat, centre

of administration, place of business or habitual residence in

a territorial unit to which this Convention applies;



b) any reference to the location of the object in a

Contracting State refers to the location of the object in a

territorial unit to which this Convention applies; and



c) any reference to the administrative authorities in that

Contracting State shall be construed as referring to the

administrative authorities having jurisdiction in a

territorial unit to which this Convention applies.



Article 53



Determination of courts



A Contracting State may, at the time of ratification,

acceptance, approval of, or accession to the Protocol,

declare the relevant "court" or "courts" for the purposes of

Article 1 and Chapter XII of this Convention.



Article 54



Declarations regarding remedies



1. A Contracting State may, at the time of ratification,

acceptance, approval of, or accession to the Protocol,

declare that while the charged object is situated within, or

controlled from its territory the chargee shall not grant a

lease of the object in that territory.



2. A Contracting State shall, at the time of ratification,

acceptance, approval of, or accession to the Protocol,

declare whether or not any remedy available to the creditor

under any provision of this leave of the court.



Article 55



Declarations regarding relief pending final determination



A Contracting State may, at the time of ratification,

acceptance, approval of, or accession to the Protocol,

declare that it will not apply the provisions of Article 13

or Article 43, or both, wholly or in part. The declaration

shall specify under which conditions the relevant Article

will be applied, in case it will be applied partly, or

otherwise which other forms of interim relief will be

applied.



Article 56



Reservations and declarations



1. No reservations may be made to this Convention but

declarations authorised by Articles 39, 40, 50, 52, 53, 54,

55, 57, 58 and 60 may be made in accordance with these

provisions.



2. Any declaration or subsequent declaration or any

withdrawal of a declaration made under this Convention shall

be notified in writing to the Depositary.



Article 57



Subsequent declarations



1. A State Party may make a subsequent declaration, other

than a declaration authorised under Article 60, at any time

After the date on which this Convention has entered into

force for it, by notifying the Depositary to that effect.



2. Any such subsequent declaration shall take effect on the

first day of the month following the expiration of six months

After the date of receipt of the notification by the

Depositary. Where a longer period for that declaration to

take effect is specified in the notification, it shall take

effect upon the expiration of such longer period after

receipt of the notification by the Depositary.



3. Notwithstanding the previous paragraphs, this Convention

shall continue to apply, as if no such subsequent

declarations had been made, in respect of all rights and

interests arising prior to the effective date of any such

subsequent declaration.



Article 58



Withdrawal of declarations



1. Any State Party having made a declaration under this

Convention, other than a declaration authorised under Article

60, may withdraw it at any time by notifying the Depositary.

Such withdrawal is to take effect on the first day of the

month following the expiration of six months after the date

of receipt of the notification by the Depositary.



2. Notwithstanding the previous paragraph, this Convention

shall continue to apply, as if no such withdrawal of

the Declaration had been made, in respect of all rights and

interests arising prior to the effective date of any such

withdrawal.



Article 59



Denunciations



1. Any State Party may denounce this Convention by

notification in writing to the Depositary.



2. Any such denunciation shall take effect on the first day

of the month following the expiration of twelve months after

the date on which notification is received by the

Depositary.



3. Notwithstanding the previous paragraphs, this Convention

shall continue to apply, as if no such denunciation had been

made, in respect of all rights and interests arising prior to

the effective date of any such denunciation.



Article 60



Transitional provisions



1. Unless otherwise declared by a Contracting State at any

time, the Convention does not apply to (a) pre-existing right

or interest, which retains the priority it enjoyed during the

applicable law before the effective date of this

Convention.

2. For the purposes of Article 1 (v) and of

determining priority under this Convention:



a) "effective date of this Convention" means in relation to a

debtor the time when this Convention enters into force or the

time when the State in which the debtor is situated becomes a

Contracting State, whichever is the later; and



(b)) the debtor is situated in a State where it has its centre

of administration or, if it has no centre of administration,

its place of business or, if it has more than one place of

business, its principal place of business or, if it has no

place of business, its habitual residence.



3. A Contracting State may in its declaration under paragraph

1 specify a date, not earlier than three years after the date

on which the declaration becomes effective, when this

Convention and the Protocol will become applicable, for the

purpose of determining priority, including the protection of

any existing priority, to pre-existing rights or interests

arising under an agreement made at a time when the debtor was

situated in a State referred to in sub-paragraph (b) of the

preceding paragraph but only to the extent and in the manner

specified in its declaration.



Article 61



Review Conferences, amendments and related matters



1. The Depositary shall prepare reports yearly or at such

other time as the circumstances may require for the States

Parties as to the manner in which the international regime

established in this Convention has operated in practice. In

preparing such reports, the Depositary shall take into

account the reports of the Supervisory Authority concerning

the functioning of the international registration system.



2. At the request of not less than twenty-five per cent of

the States Parties, Review Conferences of States Parties

shall be convened from time to time by the Depositary, in

consultation with the Supervisory Authority, to consider:



a) the practical operation of this Convention and its

effectiveness in facilitating the asset-based financing and

leasing of the objects covered by its terms;



b) the judicial interpretation given to, and the application

made of the terms of this Convention and the regulations;



c) the functioning of the international registration system,

the performance of the Registrar and its oversight by the

The Supervisory Authority, taking into account the reports of the

Supervisory Authority; and



d) whether any modifications to this Convention or the

arrangements relating to the International Registry are

desirable.



3. Subject to paragraph 4, any amendment to this Convention

shall be approved by at least a two-thirds majority of States

Parties participating in the Conference referred to in the

preceding paragraph and shall then enter into force in

respect of States which have ratified, accepted or approved

such amendment when ratified, accepted, or approved by three

States in accordance with the provisions of Article 49

relating to its entry into force.



4. here the proposed amendment to this Convention is intended

to apply to more than one category of equipment, such

amendment shall also be approved by at least a two-thirds

majority of States Parties to each Protocol that are

participating in the Conference referred to in paragraph 2.



Article 62



Depositary and its functions



1. Instruments of ratification, acceptance, approval or


accession shall be deposited with the International Institute

for the Unification of Private Law (UNIDROIT), which is

hereby designated the Depositary.



2. The Depositary shall:



a) inform all Contracting States of:



(i) each new signature or deposit of an instrument of

ratification, acceptance, approval or accession, together

with the date thereof;



(ii) the date of entry into force of this Convention;



(iii) each declaration made in accordance with this

Convention, together with the date thereof;



(iv) the withdrawal or amendment of any declaration, together

with the date thereof; and



(v) the notification of any denunciation of this Convention

together with the date thereof and the date on which it takes

effect;



b) transmit certified true copies of this Convention to all

Contracting States;



(c)) provide the Supervisory Authority and the Registrar with (a)

copy of each instrument of ratification, acceptance, approval

or accession, together with the date of deposit thereof, of

each declaration or withdrawal or amendment of a declaration

and of each notification of denunciation, together with the

date of notification thereof, so that the information

contained therein is easily and fully available; and



d) perform such other functions customary for depositaries.



In WITNESS WHEREOF the undersigned Plenipotentiaries, having

been duly authorised, have signed this Convention.



DONE at Cape Town, this sixteenth day of November, two

thousand and one, in a single original in the English,

Arabic, Chinese, French, Russian and Spanish languages, all

texts being equally authentic, such authenticity to take

effect upon verification by the Joint Secretariat of the

The Conference under the authority of the President of the

Conference within ninety days hereof as to the conformity of

the texts with one another.



CONVENTION



IF INTERNATIONAL SECURITY RIGHTS IN MOVABLES



THE STATES PARTIES TO THIS CONVENTION;



Is aware that the acquisition and utilization of solving things by

great value or of particular economic importance should be able to

be financed effectively,



REALIZE the benefits of leasing and financing secured by

the assets in question and is keen to facilitate the

This type of transaction by establishing clear

rules for the same,



Is aware of the need to ensure that the security right in the

such movables are recognised and protected worldwide,



To ensure that all interested parties are enjoying mutual

economic benefits,



Is convinced that it is necessary that the rules will be

into account the principles underlying leasing

and funding with the current assets as collateral,

and that principle regarding parties ' independence are respected,



Is aware that a specific legal framework should

be established for international security interests in such loose

things and that an international registration system should

formed to protect these rights,



HAVE to TAKE ACCOUNT of the objectives and principles set out in the existing

conventions on movable objects,



Agreed upon the following provisions:



Chapter I



Scope of application and general provisions



Article 1



Definitions



Unless otherwise indicated by the context referred to in this

Convention (the Convention) with:



a pledge agreement) Agreement: agreement with reservation of title or

lease agreements;



b) transfer: an agreement whereby

the transferee, either as security for an obligation

or otherwise, receive the associated rights, with

or without the transfer of the international

the security right;



c) related rights: the right to payment or to

other performance by a debtor under an agreement secured

of or relating to the item;



d) commencement of insolvency proceedings "means the time when the

insolvency proceedings shall be deemed to have commenced under the applicable

insolvency law;



e) buyer with subject: buyer under an agreement with

retention of title;



f) seller subject: seller under a contract with

retention of title;



g) sales agreement: agreement for the sale of

objects, by a seller to a buyer, other than a contract such as the

referred to in (a) above;



h) Court: a court in, or an arbitration board appointed

by, a Contracting State;



in: a security holder) creditor under a pledge agreement, a

seller with reservation of title or a lessor under

a lease;



j) debtors: collateral providers according to a pledge agreement, a

a buyer under an agreement with reservation of title, a

a lessee under a leasing agreement or a person whose

the right to specific objects are loaded by the registration bar

legal rights or security interest;



k) insolvency administrator: the person with the authority to deal with

the reorganisation or liquidation, even if he is

appointed on an interim basis, and includes a debtor who is in

possession of the current item, provided that this is

consistent with the applicable insolvency law;



l) insolvency proceedings: bankruptcy, liquidation or other

judicial or administrative proceedings, including

interim procedures, whereby the debtor's assets and

movement is controlled or supervised by a Court of

the reorganisation or liquidation;



m) interested people:



(i) the debtor;



(ii) any person who, in order to ensure proper performance of the

obligation towards the creditor surety, set or

allowed to issue a guarantee, letter of credit, or any

other form of credit insurance;



(iii) any other person with any kind of right in the object;



n) internal transaction: transaction of the kind referred to in

Article 2 (2) (a) to (c), provided that the Centre for the

main interests of all parties in the transaction

are in the same State party when the contract is entered into, and

that object (which shall be deemed to be in the State that follows

of the provisions of the Protocol) is in the State at the

opportunity, and the security interest arising from the

the transaction has been entered in a national register of

State, and the State has made a declaration pursuant to article

50 (1);



o) international security interest: a security interest as

covered by article 2 and held by a creditor;



p) international register "means the international register

established for the application of the Convention or for

the Protocol;



q) leases: agreements, which means that a person

(the lessor) grants tenure or use rights

object (with or without the option to purchase) to another person

(lessee) to the payment of rent or any other form of

compensation;



r) national security interest: a security interest in respect of

the object, which is raised by an internal transaction that

covered by a declaration under article 50 (1);



s) legal right or security right: right or

a security interest that follow directly of the law of a Contracting

State issued declaration under article 39, for security

for the correct fulfilment of an obligation, including

obligations vis-à-vis a State, a State body or a

intergovernmental or private organisation;



t) communication on national security law: the message that

a national security law has been formed, which has

recorded or to be recorded in the international

Register;



u) objects: objects that belong to one of the categories

subject to the provisions of article 2;



v) existing rights or security interest: a

right or security right, regardless of type, object

What is formed or arose prior to the date on which the Convention

enters into force in accordance with article 60 (2) (a);



w) compensation: compensation in the form of money, or in other

form, for certain items, due to the fact that this completely or

partial loss or destruction, in whole or in part

forfeited, seized, or confiscated;



x) future transfers: transfers to be carried out first

After a certain action has been taken or specific event

occurred, regardless if it is clear that the operation will

taken or event will occur;



y) future international interests: international

a security interest to be granted in particular item only after the

to a particular action taken or particular event

(which could include a creditor's acquisition of object),

No matter if it is clear that action will be taken, or

the event will occur;



z) future sales: sales to be implemented first

After that an action or event

occurred, regardless if it is clear that the operation will

taken or event will occur;



AA) Protocol: Protocol for each category of

assets and rights, which are covered by

The Convention;



BB) registered: registered in the international register

According to chapter V;



CC) registered security right: an international

a security interest, a registration carried legal right or

a security interest or a national security interest set out in

a message on national security law and registered

According to chapter V;



DD) registration carried legal right or security interest: legal

right or security right that can be registered as a

declaration deposited in accordance with article 40;



EE) Registrar: concerning the Protocol, the person or

bodies referred to in the respective protocols, or designated pursuant to

of article 17 (2) (b);



FF) Regulations: the regulations regulatory authority

establishes or approves under the respective protocols;



Gg) sales: the transition of ownership of the object


According to a sales agreement;



HH) secured obligation: the obligation for the

security interest secured;



II) pledge agreement: agreement under which a debtor grants or

undertakes to grant a right (including also

ownership) to the particular object to a creditor to

ensure the correct performance of the debtor's, or other

persons, existing or future obligations;



JJ) lien: a security interest arising out of a

pledge agreement;



KK) regulatory authority: regarding each protocol, the

regulatory authority referred to in article 17 (1);



LL) agreement with reservation of title: sales agreement relating

particular object and means that ownership is not transferred until

the terms of the agreement are met;



mm) non-registered security interest: conventional

the security right or legal rights or security interest (with

the exception of the security interest or right referred to in article 39)

which has not been registered, whether this is possible or

not according to Convention; and



nn) writing: data (including data communicated

by teletransmission) which is presented in written form

or in another form that can be converted into written form

at a later date, of which reasonably indicate that a person

approved data.



Article 2



The international security law



1. The Convention establishes a procedure for the appearance of

an international security interest in certain categories of loose

things and rights, and regulated

the effects of these security rights.



2. for the purposes of the Convention, an international interests in

solve things, a security interest arising under article 7,

in some identifiable asset of a kind mentioned in

paragraph 3 and subject to the present Protocol provided

to safety:



a) made by a safety switch under a pledge agreement,



b) held by a person who is the seller under a contract with

reservation of title, or



c) held by a person who is the lessor under a

Leasing agreements.



A security interest as covered by point (a) of this paragraph may

at the same time not covered by point (b) or (c).



3. The categories referred to in the preceding paragraphs are:



a) aircraft hulls, aircraft engines and helicopters;



b) rulllande railway equipment; and



c) space objects.



4. The issue of a security as referred to in point 2 are covered by the

point (a), (b) or (c) shall be determined according to the applicable

team.



5. An international safety law in relation to the item includes

even the return of this item.



Article 3



Scope of application



1. the Convention is applicable when the debtor is in

a Contracting State at the time of the conclusion of the

Agreement establishing the international safety law

arise.



2. The Convention applies even if the creditor is

in a non-Contracting State.



Article 4



The debtor's place of residence



1. in the case of article 3 (1), the debtor is deemed to be

in Contracting State



(a)) in which the debtor has been formed,



(b)) in which the debtor has its registered address or

registered office,



(c)) in which the Head Office of the debtor is situated, or



(d)) in which the debtor's place of business is located.



2. With the establishment referred to in point (d) of the preceding subparagraph referred to,

in cases where the debtor has more than one place of business, his

principal place of business, or, if the establishment is missing,

his place of residence.



Article 5



Interpretation and applicable law



1. In the interpretation of the Convention should take into account its

purposes such as those expressed in the preamble, its

international character and to the need to promote

consistency and predictability in the application.



2. Issues within the area covered by the Convention, which

not explicitly, is determined according to the text, shall be governed by

the General principles underlying the Convention

or, in other cases, in accordance with applicable law.



3. With reference to applicable law "means the national

law applicable under private international law

in the State of the court seised (of the forum state).



4. where a State comprises several territorial areas, which have

own framework for the question that must be examined, and if the

missing indication of the relevant territorial area, to the right of the

the current state is applied to determine which

territorial area provisions to be implemented. If

such provisions are missing, right in the territorial

area that is most closely connected to the case is applied.



Article 6



The relationship between the Convention and the Protocol



1. The Convention and the Protocol shall be read and construed as an

instruments.



2. In cases where the Convention and the Protocol are mutual

contrary to the Protocol shall prevail.



Chapter II



The nature of international security



Article 7



Form requirements



A security right is an international security right under the

The Convention, if the agreement by which the security right follows,

or in which the security right is provided,



(a)) shall be concluded in writing;



(b)) refers to the object over which the collateral provider, seller

reservation of title or the lessor has the opportunity to

dispose of;



c) identifies the item, in accordance with the Protocol

provisions; and



d) if the agreement is a pledge agreement, makes it possible to

establish the secured obligations but that it is

necessary to establish a specific amount, or the highest

amount secured.



Chapter III



Actions for breach of contract



Article 8



Measures which the security holder may take



1. Breach of contract according to article 11, the security holder,

provided that the collateral provider consent, and with

subject to any declaration that a Contracting State may

submit under article 54, take one or more of the following

measures:



(a) take possession of the pledged object) or take control of

the;



b) sell or lease such object;



c) benefit from any form of income or yield

follows from the management or use of the object.



2. Alternatively, the security holder may request that a court should

allow or decide that any of the measures referred to in

the previous paragraph may or should be taken.



3. All measures provided for in paragraph 1 (a) (b) and (c)

or in article 13 shall be taken on a commercially reasonable

way. An action shall be deemed to have been taken on a business

reasonable manner if the action has been taken in accordance with

the provisions of the security agreement, unless that provision

are manifestly unreasonable.



4. Security holder who intends to sell or lease

the item referred to in paragraph 1, shall within a reasonable time notify

this to:



a) interested persons referred to in article 1 (m) (i) and (ii); and



b) interested persons referred to in article 1 (m) (iii) which, in the reasonable

time prior to the sale or lease has informed the

security holder of his rights.



5. The amounts of the security holder obtains by any measure

provided for in paragraphs 1 or 2, shall be used to cover

the secured obligations.



6. If the amount which the security holder will receive as a result of

any measure provided for in paragraph 1 or 2 exceed

the amount has been secured and the reasonable costs

any of these actions reasonably implies, and if not

the Court of Justice provides otherwise, the security holder shall distribute

the surplus in the order of priority among the holders of

security rights with lower priority either

been registered, or that the security holder has been informed of,

and pay any remained to the collateral provider.



Article 9



Transition of property rights restitution; redemption



1. the safety holder and all interested persons may

any time after the breach referred to in article 11 have

occurred, agree that title to the secured object

(or other right which the guarantor has to object)

to turn to the security holder that redress, in whole or in

in part, of the secured obligations.



2. the Court may, upon request from the holder,

decide that the title to the secured object (or other

the right which the guarantor has to object) must be released

to the security holder that redress, in whole or in part, for

the secured obligations.



3. the Court shall grant the security holder's request pursuant to

the preceding paragraph only if the amount of the covered

the obligations are proportional to the object's value,

having regard also to the payment

security holder should make sure any interested

the persons.



4. The collateral provider, together with any interested person is entitled

that, at any time after the breach occurred under

Article 11, but before the sale of the secured

the availability and prior to a decision under paragraph 2, get

safety released by paying the secured

the amounts. This does not apply when the safety holder met

lease agreements in accordance with article 8 (1) (b), or when the Court

decided on the security holder's right to lease out the object

pursuant to article 8 (2). If another person than

collateral provider after the breach to pay it

covered amount in its entirety, must be exercised in

security holder's right.



5. ownership or other right or security right as

collateral provider has released by sale pursuant to

Article 8 (1) (b), or in accordance with paragraphs 1 or 2 of

This article should not be overloaded with other rights

or security rights than those security holders

the security right had priority over under the provisions of


Article 29.



Article 10



Measures that may be taken by a seller with a retention of title

or lessor



1. Breach of contract according to article 11 concerning contracts with

retention of title or lease contract, the seller may, with

reservation of title, and the lessor:



(a)) subject to any declaration that a

a Contracting State may make under article 54, terminate the

the agreement and take possession of the item or freely dispose of

the item; or



b) request that a court should allow or decide on any

of the above measures.



Article 11



The concept of breach of contract



1. The creditor and the debtor may at any time in writing

agree on circumstances involving breach of contract,

or if other circumstances in which the rights and

the measures provided for in articles 8 to 10 and article 13 shall be

applicable.



2. where such an agreement exists, the concept of breach of contract

in the case of articles 8 to 10 and article 13 refer to

breach of contract whereby the creditor considerably

deprived of the creditor is rightfully expect that the contract

gives the creditor the right to.



Article 12



In other available actions



Other measures permitted under the applicable

law, including measures that the parties have agreed,

may be taken unless they are inconsistent with Chapter

mandatory provisions as set out in article 15.



Article 13



Interim measures



1. Subject to any explanations that may be emitted

According to article 55, each Contracting State shall take care

to a creditor, which can prove that the debtor does not have

fulfilled its obligations, pending the final review

of the creditor's requirements and provided that the debtor has at any

point given his consent thereto, promptly to

to obtain a decision from a court if one or more of the following

measures if they are requested by the creditor:



a) measures intended to preserve the object and its value;



b) right for the creditor to take possession of the object, or take

control over, or let the store object;



c) retention of the item;



d) lease or, except in the cases referred to in points (a) to (c)

above, take control of the management of, along with the revenue

and return from, the object.



2. the Court, when deciding on the measures referred to in

previous paragraph, also decide if the conditions which the Court

deem necessary to protect the persons concerned for

in the event that the creditor:



(a)) when these measures are implemented, failing to fulfil

any of its obligations under the Convention or

the Protocol vis-à-vis the debtor; or



b) wholly or partly unable to substantiate their claims, when

the matter will be settled definitively.



3. Before the Court decides that the measures referred to in paragraph 1,

the Court may require the persons concerned to be informed of

request.



4. the provisions of this article shall not affect the

the application of article 8 (3) or limit the Court's

the power to decide on other interim measures than those

referred to in paragraph 1.



Article 14



Procedural requirements



Subject to article 54 (2), to the measures

provided for in this chapter shall be taken in accordance with the

procedural provisions applicable under the law of the

place where the measures to be taken.



Article 15



Exception



Two or more parties who are affected by the provisions of this

Chapter may at any time agree in writing

exceptions to any of the preceding provisions or

change the effects of these, with the exception of articles 8 (3)

to (6), 9 (3) and (4), 13 (2) and 14.



Chapter IV



The international registration system



Article 16



The international register



1. An international registry shall be established for

the registration of:



a) international security interests, future international

security rights and registration only legal rights



b) acquisitions and future transfers of international

security interests;



c) acquisitions of international security interests as a result of

law or contractual subrogation under the applicable law;



d) messages about national security interests; and



e) efterställande of such security rights referred to above.



2. Different international registries may be established for the different

categories of object and associated rights.



3. for the purposes of this chapter and chapter V, ' registration also

alteration, extension or revocation of a registration,

Depending on the context.



Article 17



The supervisory authority and the Registrar



1. The supervisory authority shall be appointed in accordance with

Protocol.



2. the supervisory authority shall:



(a)) establish, or have set up, the international

Register;



b) subject to the provisions of the Protocol, appoint and

dismiss the Registrar;



c) ensure that the rights that are required for an effective

operation of the international registry in the event of a change of

Registrar, can be carried over or transferred to the new

the Registrar;



d) after consultation with the States parties and with the

application of the Protocol formulate or approve a

regulatory framework for the operation of the international registry;

and ensuring that the regulations are published;



e) establish administrative procedures for

the supervisory authority, for handling complaints relating to

the operation of the international registry;



f) supervise the Registrar's activities and the operation of

the international register;



g) at the request of the Registrar, give the Registrar directives

the regulator considers appropriate;



h) determine and regularly review the fee structure for

the international registry services;



I) take the necessary measures to ensure that an effective

electronic system for the registration of security rights

exist, for the implementation of the Convention and

the Protocol's objectives; and



j) periodically report to the Contracting

States how the authority to fulfil the obligations imposed on

The Convention and the Protocol.



3. the supervisory authority may conclude the contracts necessary for

performance of its tasks, including the contracts referred to in

Article 27 (3).



4. the supervisory authority shall have full ownership of the

international registry databases and archives.



5. The Registrar shall ensure the efficient operation of the

the international registry and perform the tasks

the Agency has assigned to the Convention, the Protocol and the

the regulatory framework.



Chapter V



Other matters relating to registration



Article 18



Conditions for registration



1. The Protocol and regulations shall include conditions, including

different criteria for the identification of the object, for:



(a) registration including the conditions under which consent shall

be disclosed prematurely, when required to do so by

Article 20);



b) searches and issuing search certificates; and,



(c)) to ensure that information and documents in the

International register, with the exception of data and

documents relating to a registration, shall be covered by professional secrecy.



2. The Registrar shall not be obliged to check whether the

consent to registration actually has exited or is

valid under article 20.



3. If a future international security right passes to the

to become an international interests, then no other

registration, provided that the registration is

sufficient to grant registration as a

international interests.



4. The Registrar shall arrange for registrations to be introduced in

the international register database and is searchable in the

chronological order of receipt, and the date and

time of receipt will be introduced in the Act.



5. In the Protocol may provide that a Contracting State

on their territory may designate one or more bodies to

contact points which shall be responsible for transmitting the

data required for registration to the international

the registry. A Contracting State which designates a contact point

may specify the conditions that must be met before

the data is transmitted to the international registry.



Article 19



Validity and time of registration



1. a registration shall be valid, it must be done

in accordance with the provisions of article 20.



2. A registration provided that it is valid, is

complete when the prescribed information has been entered in the

International register databases so that it can be

searchable.



3. A registration are searchable when:



a) registration has been awarded an instrument serial number in the

International register, and



(b)) the information has been registered, including

Act sequence number, is stored in durable form and is available

in the international register.



4. If a security interest which was first recorded as a

future international security interest becomes an international

a security interest in, the international safety law

be treated as if it were registered at the time of

the registration of future international

the security law, provided that the registration was still

was applicable immediately before the international

the security law was established in accordance with article 7.



5. The preceding paragraph shall apply, with due

adjustments, upon registration of a future transfer of

an international interests.



6. A registration shall be searchable in the international

the registry's database in accordance with the conditions laid down in

Protocol.



Article 20



Consent to registration



1. An international interests, a future

international security interest or a transfer or a


future transfer of international interests,

to be registered, and the registration may be amended or extended

before it expires, by either party with the counterparty's

written consent.



2. Efterställandet of the international interests in

benefit of another international interests, can

be registered by the person whose security right has

subordinate or with his written consent.



3. A registration may be de-registered by the to whose benefit

the recording has been made, or with his written

consent.



4. The acquisition of an international security law by law-

or contractual subrogation may be registered by the

assuming the security right or the right.



5. The registration bar legal right or security interest

may be registered by the holder.



6. A notice of a national safety law,

be registered by the holder of the security right.



Article 21



Registration's validity period



Registration of an international security interest is valid

until the deregistered or until the period of validity

specified in the registration has expired.



Article 22



Searches



1. every person, by electronic means, in accordance with the detailed

the provisions of the Protocol and the regulatory environment, seek or

request a search of the international register in respect of

security rights or future international

securities that are registered there.



2. When the Registrar receives a lookup request concerning

object to it, in accordance with the detailed provisions of

the Protocol and the regulations, by electronic means, issue a

certificate of search in the register;



(a)) that will contain all records regarding

the object, as well as an indication of the date and time of

the registration of the data; or



b) certifying that the information about the item is missing in the

International Register.



3. A search certificate issued under the preceding

paragraph shall indicate that the creditor set out in

the registration information has acquired or intends to

acquire an international security interest in the object, but should

does not specify whether the alert relates to an international

a security interest or a future international interests,

Although this can be decided on the basis of registered

tasks.



Article 23



List of declarations and legal rights or

security rights



The Registrar shall establish a list of declarations,

withdrawals of declarations as well as categories of legal

rights or protective rights which have been notified to the

authority by the depositary as provided by the

Contracting States in accordance with articles 39 and

40, with the date of each declaration or withdrawal of

Declaration. This list will be registered and made

searchable by name for the State which has issued the Declaration,

and shall be made available upon request, as closer

provisions of the Protocol and the regulations, for each

that request it.



Article 24



Evidentiary value of certificates



A document that satisfies the formal requirements of the regulatory framework and

is reported to be a certificate issued by the international

registry, is proof:



(a)) because it has been issued by the international

Register; and



(b)) for the tasks provided for in it, including the date and

time of registration.



Article 25



Cancellation of registration



1. where the obligations secured by a

registered security interest or the obligations provided

rise to a registered legal right or

the security right has been completed, or when the conditions of

the transition of ownership under a contract with

reservation of title have been fulfilled, the holder of the

the security law, without delay, take measures to suspend the

registration of debtor's written request submitted

to or received at the address specified in

the registration.



2. If a future international security interest or a

future transfer of international interests have

registered, the creditor or the person acquiring the future

without delay take steps to revoke the registration

on the future of the debtor's or assignor written

request that is submitted to or is received at the address

specified in the registration, if such a request is put forward before the

future creditor or assignee gave it to

be ensured, or pledged to do so.



3. where the obligations secured by a national

security law and as described in more detail in a registered

message on national security law has been completed, the

the holder of this security interest, without delay, take

action to set aside the registration of debtor's

written request that is submitted to, or received on the

address stated in the registration.



4. where a registration ought not to have been made, or if it is

incorrect, the person in whose favour the registration

made without delay take steps to suspend or

change registration at the written request of the debtor that

delivered to or received at its address stated in the

the registration.



Article 26



Access to the international register



No person may be refused access to the international

the registry's registration or search services unless

the person has failed to comply with the terms and conditions set forth in this

Chapter.



Chapter VI



The supervisory authority and the Registrar's privileges and

immunity



Article 27



Legal personality and privileges



1. the supervisory authority shall enjoy status as international

legal person if it does not already have it.



2. the supervisory authority, its management and employees should

enjoy the immunity from legal and administrative

measures as indicated in the Protocol's provisions.



3. a) the supervisory authority shall enjoy tax exemption and

other such privileges as stated in agreement with

the host State.



(b)) for the purposes of this paragraph, "host State", the State in which the

the supervisory authority is situated.



4. the assets, documents, data bases and archives belonging to the

the international register shall be inviolable and immune

against the seizure and other legal or administrative

measures.



5. a person who sues Registrar pursuant to article 28 (1)

or article 44, shall be entitled to have access to such

information and documents required to bring an action.



6. The supervisory authority may waive the inviolability and

immunity referred to in paragraph 4.



Chapter VII



Registrar's responsibility



Article 28



Liability and financial assurances



1. The Registrar shall be required to pay compensation for

damage caused to a person, if the damage is a direct result of

error or omission of the Registrar, its management or

employees, or deficiencies in the international

the registration system, unless the deficiencies were raised

through an inevitable event that it is unable to protect itself

received, and which could not be prevented by best General

applied practice with regard to the design and operation of

electronic records, including practice for backup and for

Security and network systems.



2. The Registrar shall not bear the liability under the preceding paragraph

for factual errors in the registration data received

or forwarded in the form in which they were received. Registrar

should not bear responsibility for the actions or circumstances

that neither it, its management or employees causes, and that

existed before the data on registration in the

International Register was received.



3. the Compensation referred to in paragraph 1 may be reduced in the

extent to which the injured party has caused or contributed

to the injury.



4. The Registrar shall take out insurance or provide themselves with a

guarantee covering the liability provided for in this article,

to the extent that the supervisory authority determines in accordance with

the provisions of the Protocol.



Chapter VIII



The international security and commercial effect

man



Article 29



Order of priority among competing security rights



1. a registered security right has priority over every

subsequently registered security interest and every unregistered

the security right.



2. The priority of the first-mentioned safety law in

the preceding paragraph applies:



a) even if the security right was obtained or recorded with

in fact, knowing the other security right;



(b) as regards such things as) also the holder of the first

registered security right also wrote, with knowledge of the

other security right.



3. The buyer of an object acquires its right to object:



a) loaded with the security interest that was registered in

the object is acquired, and



b) free from any non-registered security right, even if

the buyer has knowledge of such security interest.



4. the purchaser of an item with the title or

the lessee acquires rättten to the object:



a) loaded with the security interest that was registered before

the registration of the international safety law

the seller with a retention of title and the lessor

has; and



b) free of the security right that was not registered at the

the time of the acquisition, even though the buyer or lessee

had knowledge of such security interest.



5. The priority among competing security rights or

rights under this article may be amended by agreement

between the holders of such securities, but the acquirer

of a subordinated security interest is not bound by an agreement

If after position, unless the contract was registered at

the date of the transfer.



6. Priority under this article shall also apply to

Returns from the object.




7. the Convention:



a) does not affect a person's right to an item, other than

the object, which has been installed in an object, if the right to

subject-matter existed before installation, provided that rättten

to the subject-matter according to the applicable law will continue to apply

even after installation; and



(b)) shall not prevent the emergence of the rights in a

items, other than the object, which in the past has been

installed on an object, provided that the right has

incurred under applicable law.



Article 30



The effects of insolvency



1. In insolvency proceedings against the debtor a

international interests give preferential or

the separation right of security right was registered in accordance

with the Convention before insolvency proceedings were initiated.



2. nothing in this article shall affect the right of benefit or

the separation right of an international interests in a

insolvency proceedings if such right is provided under the

applicable law.



3. nothing in this article shall affect:



(a)) the application of the bankruptcy law on

recovery in bankruptcy; or



(b) the application of the procedural rules in force)

enforcement of the right to property

the insolvency administrator is controlling or supervising

over.

Chapter IX



The assignment of the associated rights and international

security interests; subrogationsrättigheter



Article 31



Effect of transfer



1. Unless otherwise agreed between the parties, a

the assignment of associated rights made in accordance

with article 32, even make it to the customer

transferred:



(a)) the associated international security law; and



b) all security interests and priorities

the transferor under the Convention.



2. nothing in this Convention prevents a partial transfer of

the transferor's rights. In such a partial

transfer the transferor and the transferee are free to agree on

their respective rights to the international

security right conferred pursuant to the preceding paragraph, however,

not in such a way that the debtor's financial position deteriorates

without his consent.



3. subject to paragraph 4, the debtor's objections and

right to set-off against the assignee subject to

applicable law.



4. the debtor may at any time, in writing, in whole or in

partially, renounce the right to object and the right to

set-off pursuant to the preceding paragraph. However, this does not

objections based on fraudulent behavior from

the transferee.



5. If the rights have been transferred to

Security for an obligation to return the assignor, in

If they are still there, when the obligations secured

through the transfer completed.



Article 32



Form of transfer



1. An assignment of the associated rights entails

transfer of the international security right in the object

only if:



a) transfer is concluded in writing;



b) transfer allows the identification of the related

rights arising from the contract; and



c) at the time of transfer to the security for an obligation, makes it

possible to determine, in accordance with the Protocol

obligations guaranteed by the transfer, without

an amount or a maximum safe amount must be specified.



2. An assignment of an international safety law

incorporated or provided for in a pledge agreement is not valid if

not all or certain related rights also

is transferred.



3. the Convention does not apply to the transfer of

related rights, if not the transfer allows

the current international safety law also

is transferred.

Article 33



The debtor's liability to the purchaser



1. To the extent that associated rights and the

international safety law has been transferred in accordance with the

articles 31 and 32, the debtor is bound by the assignment

and shall discharge the secured obligations towards

the acquirer, if and only if:



(a)) the debtor has been informed in writing of the transfer

by, or on behalf of, the transferor; and



(b)) the associated rights are identified in

the notification.



2. Independently of the other grounds to payment or

fulfilment of obligations by the debtor can be

with liberating effect, should the debtor to discharge the

secured obligations with liberating effect if there are

in accordance with the preceding paragraph.



3. nothing in this article shall affect the priority order

between competing businesses.



Article 34



Actions for breach of contract in connection with the transfer

Security



If the transferor fails to comply with its obligations

According to an assignment of associated rights and the

current international safety law, and the transfer

have been made to the security for an obligation, articles

8, 9 and 11 to 14 shall apply to the relationship between

assignor and assignee (and, in the case of the associated

rights, applicable to the extent that these

articles can be applied to intangible objects) that if

reference:



(a)) to the secured obligation and the security right

related to the obligation secured by the transfer of the

related rights, and the international

the security right and the security right that have formed through

the transfer;



(b)) to the security holder or creditor and to

collateral provider or to the debtor intended transferee

each transferor;



c) to the holder of the international safety law

intended transferee; and



(d)) to the item relating to the rights and the

current international safety law.



Article 35



The order of priority between competing

security transfers



1. If there are competing

the transfer of the associated rights and at least one of the

transfers include the current international

security law and is registered, the provisions of

Article 29 shall apply as if the reference to a registered

the security right was referring to the transfer of the

related rights and the current registered

the security law, and as if the reference to a registered

or non-registered security right was in reference to a

registered or non registered the transfer.



2. Article 30 applies to an assignment of the associated

rights as if the references to an international

the security right was referring to the transfer of the

related rights and the relevant international

the security law.



Article 36



Assignee's priority with respect to associated rights



1. The Assignee of associated rights and the current

international safety law, whose acquisition has

been registered, only has priority under article 35 (1)

over another assignee of the associated

rights:

(a)) on the agreement by which the associated

rights follow, indicating that the object represents security for

them or is connected to them; and



(b)) if the associated rights relating to a particular item.



2. Concerning (b) of the preceding paragraph, the associated

rights shall be deemed to refer to a particular object only in the

so far as they relate to the right to payment or performance

relating to:



a) an amount that has been paid and has been used for the acquisition

of the object;



b) an amount that has been paid and has been used for the acquisition

of another object, in which the assignor had a different

international security interest, if the assignor transferred the

security right of the transferee and the transfer has

registered;



c) purchase price of the item;



(d)) the rent for the item; or



e) other obligations arising from a transaction referred to in

This paragraph.



3. In all other cases, the order of precedence for

competing assignments of associated rights

be determined in accordance with applicable law.



Article 37



Effect of the transferor's insolvency



The provisions of article 30 are applicable 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

The Convention affect the acquisition of rights and

the current international security law by law or

contractual subrogation.



2. The priority between a security right that is subject

the preceding paragraph and a competing security right can

be amended by agreement in writing between the holders of the

the respective security rights, but the purchaser of a

subordinated security interest is not bound by an agreement

After position, unless after the score was registered

at the time of the transfer.



Chapter X



Rights or security rights covered by

declarations by the Contracting States



Article 39



Rights that have priority without registration



1. A Contracting State may at any time, in a

Declaration shall be deposited with the depositary of the Protocol,

generally or specifically provide:



(a)) the categories of legal rights or protective rights

(apart from rights or securities in which

Article 40 applies) which under State law is

priority over a security interest in an item equal

with the security rights of a holder of a registered

international interests, and who should have priority

in front of a registered international interests, regardless of


in the case of insolvency or not; and



b) that nothing in this Convention shall affect the right of a

State, a State Agency, an intergovernmental organisation or

a private provider of public services to seize

or hold an object according to state laws, for

payment of debt to such a body, organisation or

provider, if the debt is directly attributable to the services

provided in respect of the object or a different

objects.



2. any declaration made under the preceding paragraph may

designed to cover categories occurring after

the deposit of the Declaration.



3. A legal right or security interest has priority

in front of an international security right if and only if the

legal right or security right of a category

covered by a declaration deposited prior to the

the registration of the international safety law.



4. Notwithstanding the preceding paragraph, a Contracting State at the

date of ratification, approval or accession

to the Protocol, declare that a right or

a security interest in a category covered by a declaration

submitted in accordance with paragraph 1 (a) shall have priority over a

international security interest that was registered prior to the date

for such a ratification, approval or accession.



Article 40



Legal rights or security dishes that can

registered

A Contracting State may at any time in a

declaration deposited with the depositary of the Protocol specify the

categories of legal rights or security rights in all

categories of objects that are to be registered under this

The Convention that if these rights or protective rights

where international security interests and should be treated as

such. Such a declaration may be amended over time.



Chapter XI



The application of the Convention to sales



Article 41



Sales and future sales



This Convention is applicable to the sale or

future sales of an item in accordance with

the provisions of the Protocol, with the restrictions as shown

there.



Chapter XII



Jurisdiction



Article 42



Choice of forum



1. Subject to articles 43 and 44, the courts in

a Contracting State in which the parties to a transaction have

chosen, have jurisdiction to hear all petitions

based on the provisions of the Convention, whether the selected

the Court has a connection with the parties or the transaction.

Such jurisdiction shall be exclusive unless the parties

agree otherwise.



2. the agreement conferring jurisdiction shall be in writing or

otherwise comply with the formal requirements of the law of the State where

the chosen court is located.



Article 43



Jurisdiction under article 13



1. the courts of a Contracting State, as designated by the

the parties and the courts of the Contracting State in which the

the object is located, shall have the authority to decide on the measures

referred to in article 13 (1) (a), (b), (c) and article 13 (4)

regarding the item.



2. The power to decide whether the measure is considered in article

13 (1) (d) or other interim measures under article

13 (4):



(a)) the parties ' choice of the courts; or



b) the courts of a Contracting State in whose territory the

the debtor resides, taking action under the terms of the

the decision, only enforceable in the Contracting

State territory.



3. a court has jurisdiction under the preceding paragraphs, even

If the final determination of a request referred to in

Article 13 (1) will, or may, be made by a Court of a

any other Contracting State or in arbitration.



Article 44



Power to take action against the Registrar



1. the courts situated where the Registrar has its

Head Office shall have exclusive jurisdiction to hear

Action for damages, or adopting measures, against

Registrar.



2. If a person does not comply with a request made pursuant to

Article 25 and that person no longer exists or cannot be

is found for an injunction to set aside the registration,

the courts referred to in the preceding paragraph have exclusive

permission to at the request of the debtor, or the future

the debtor shall submit to the Registrar to suspend the

the registration.



3. If a person fails to comply with an order of a court having

jurisdiction under this Convention or, in the case

If a national security law, a competent court decision

According to which the person ordered to amend or revoke a

registration, the courts referred to in paragraph 1 shall submit to the

the Registrar to take such measures as are necessary to

the execution of the decision.



4. subject to the preceding paragraphs, no court

take action, judgments or decisions directed towards

Registrar.



Article 45



Jurisdiction in insolvency proceedings



The provisions of this chapter do not apply to

insolvency proceedings.



Chapter XIII



Relation to other conventions



Article 45 bis



According to the United Nations Convention on the assignment of receivables

in international trade



The Convention shall prevail over the United Nations Convention on

the assignment of receivables in international trade, open

for signature in New York on 12 december 2001, in the

so far as it relates to the assignment of receivables which constitute

related rights relating to international

security interests in aviation objects, railway rolling stock

and space objects.



Article 46



Relationship with the Unidroit Convention on international

financial leasing



The Protocol may define the relationship between the Convention

and the Unidroit Convention on international financial

leasing, signed at Ottawa on 28 May 1988.



Chapter XIV



Final provisions



Article 47



Signature, ratification, acceptance, approval or

connection



1. This Convention is open for signature in

Cape Town on 16 november 2001 by States participating in the

Diplomatic Conference in Cape Town on October 29 to 16

November 2001 for the adoption of a Convention relating to solve

things and an air transport protocol. After 16 november 2001

the Convention shall be open for signature by all

States at the headquarters of the International Institute for

harmonisation of private law (Unidroit) in Rome until it

enters into force in accordance with article 49.



2. This Convention shall be subject to ratification, acceptance or

be approved by the States which have signed it.



3. All States that did not sign the Convention may

time thereafter join it.



4. Ratification, acceptance, approval or accession,

effect by the deposit of a formal document thereupon in

the depositary.



Article 48



Regional economic integration organisations



1. A regional economic integration organization, that

constituted by sovereign States and has competence in respect of certain

matters governed by the Convention may sign, accept and

approve the Convention or accede to it. In such

cases, the regional organization for economic

integration have the same rights and obligations as a

Contracting State, to the extent that the organization is

jurisdiction in matters governed by the Convention. When the number of

Contracting States shall be counted in accordance with the Convention, should:

the REIO does not

count as a Contracting State in addition to the

Member States which are Contracting States.



2. At the time of signature, acceptance, approval or

the connection to the regional organization for economic

integration, submit a declaration to the depositary

concerning the matters governed by the Convention, which

Member States delegated his powers to the organization.

The REIO to

without delay inform the depositary of any

changes in authorization delegation, including new

jurisdictional delegations.



3. a reference to a Contracting State, the Contracting

States, State party or States parties to the

The Convention shall also apply to a regional organization for

economic integration when this is clear from the context.



Article 49



Date of entry into force



1. This Convention shall enter into force on the first day of

the month following the deposit of three months has elapsed from the

the date on which the third instrument of ratification, acceptance,

approval or accession, however,

only in the case of a category of objects to which a

the Protocol is applicable:



(a)), from the entry into force of the said Protocol;



(b)) in accordance with the above provisions of the Protocol; and



c) as between the States parties to the Convention and

the said Protocol.



2. For other States, the Convention shall enter into force on the first

day of the month following the deposit of three months

elapsed after the day when the State's instrument of ratification, acceptance,

approval or accession, however,

only in the case of a category of objects to which a

the Protocol is applicable and, in the case of this Protocol, in

accordance with the conditions referred to in paragraphs (a) to (c) of the preceding

paragraph.



Article 50



Internal transactions



1. A Contracting State may, by ratification,

acceptance, approval of the Protocol or connection

to explain that the Convention is not to apply to a

internal transaction in relation to that State in

for all or certain types of objects.



2. The preceding paragraph notwithstanding, the provisions of

articles 8 (4), 9 (1), 16, chapter V, article 29 and all


the provisions of this Convention relating to registered

security rights apply to an internal transaction.



3. If a statement of national security law have

recorded in the international register, the priority

for the holder of the security interest referred to in article 29 is not

affected by this security interest held by another

person as a result of assignment or subrogation under the

applicable law.



Article 51



Upcoming Protocol



1. the depositary may create working groups, which, in cooperation

with such non-governmental organisations as the depositary

considers appropriate, to assess the possibility of extending the

the application of this Convention, through one or more

protocols, to objects of any category of

identifiable solve things of great value, together with the associated

rights, than the categories referred to in article 2 (3).



2. the depositary shall communicate the text of any preliminary

draft Protocol relating to a category of objects that

prepared by such a working group to all States

Parties to the Convention, all States members of the

depositary, all Member States of the United Nations

are not members of the depository and all relevant

intergovernmental organisations, and shall invite such States and

organisations to participate in intergovernmental negotiations in

intent to prepare draft protocols on the basis of

such a preliminary draft Protocol.



3. the depositary shall also communicate the text of any

preliminary draft protocol prepared by such

Working Group of the non-governmental organisations

the depositary considers appropriate. These non-governmental

organisations shall be invited without delay to the depositary

present their views on the text and as observers

participate in the preparation of a draft Protocol.



4. When the competent bodies of the depositary determines that a

such a draft protocol is ready to be adopted,

the depositary shall convene a diplomatic conference for the adoption

of the Protocol.



5. subject to paragraph 6, this Convention, when

a protocol has been adopted, apply to the category

of the objects referred to in the said Protocol.



6. Article 45 bis of this Convention are applicable to a

Protocol only if specifically provided for in

Protocol.



Article 52



Territorial units



1. If a Contracting State has territorial units in

What are the different legal systems applicable to matters

governed by this Convention, it may, upon ratification,

acceptance, approval or accession declare that it

This Convention shall be applicable in all its

territorial areas, or only in one or some of the

These, and may at any time modify this Declaration by

give a new explanation.



2. In such a declaration, it expressly stated in the

territorial areas this Convention shall be

applicable.



3. If a Contracting State has not made any

declaration under paragraph 1, this Convention shall apply

to all territorial areas of the State.



4. where a Contracting State extends the application of the

Convention to include one or more of its

territorial areas, the explanations can be given according to

The Convention is provided in respect of each of these

territorial areas, and given explanations concerning an

territorial area may have a different version than those who have

in a case regarding a particular territorial area.



5. If the Convention as an explanation that has been given

referred to in paragraph 1 are to be applied to one or more territorial

areas in any Contracting State:



(a)) shall be considered as being in the debtor a Contracting State

only if the debtor incorporated under the law of a territorial

area to which the Convention applies, or if

the debtor's registered office, headquarters, establishment or

habitual residence in a territorial area in which the Convention

shall apply;



(b)), any reference to the object's location in a

State party relate to the object's location in a territorial

area to which the Convention applies; and



(c)), any reference to the administrative authorities in the

Contracting State is perceived as the competent

administrative authorities of the territorial area within the

which the Convention shall apply.



Article 53



The establishment of courts



A Contracting State may, at the ratification, acceptance,

the approval of the Protocol or connection to this

explain which courts which are relevant for

the application of article 1 and chapter XII of this

Convention.



Article 54



Explanations about actions



1. A Contracting State may, by ratification,

acceptance, approval of the Protocol or connection

to explain to the security holder, when it

secured asset is situated on its territory, or

controlled from there, do not get the lease asset

territory.



2. A Contracting State shall, upon ratification,

acceptance, approval of the Protocol or connection

to explain about an action, at the creditor's

available under a provision of the Convention and whose

enforcement under these provisions does not require a

request of the Court, may be taken only after the Court's

consent.



Article 55



Explanations for interim measures before the decision of the

matter of fact



A Contracting State may, at the ratification, acceptance,

approval of, or accession to the Protocol, declare

that the State does not, or only partially, will apply

the provisions of article 13 or article 43, or both. By

the Declaration must indicate the conditions under which

the provisions of the relevant article will be applied,

If they are to be applied partly, or what other interim

measures that will be applied.



Article 56



Reservations and declarations



1. No reservation may be made to this Convention, but

declarations permitted under articles 39, 40, 50,

52, 53, 54, 55, 57, 58 and 60 may be released in accordance with these

provisions.



2. Any declaration or subsequent declaration,

withdrawal of declaration made under this Convention shall

be notified in writing to the depositary.



Article 57



Subsequent declarations



1. A Contracting State may at any time issue a

subsequent declaration, other than declarations to

Article 60, after the date of the entry into force of the Convention in

relative to the current state, through a notification thereof

to the depositary.



2. Any such subsequent declaration shall take effect on the first

day of the month following six months

elapsed from the date on which the depositary receipt

notification. If the notification stated that the Declaration should be

effect only after a longer period of time, the Declaration shall take effect

When the specified time period has elapsed from the time the

the depositary has received the notification.



3. Notwithstanding the previous paragraphs, this Convention shall continue to

shall apply as if such subsequent declaration have not been

provided, in respect of all rights or protective rights

incurred before the date on which the subsequent declaration

got the effect.



Article 58



Withdrawal of declarations



1. All the States parties has made a declaration

under the Convention, with the exception of one such declaration

may be released under article 60, may at any time revoke the

by a notification thereof to the depositary. Such a

the withdrawal shall take effect on the first day of the month

following the six months elapsed from the

date of receipt of the notification by the depositary.



2. Notwithstanding the previous paragraph, the Convention shall continue to

shall apply as if such an explanation has not been revoked, in

all rights or security rights arising

before the date on which the withdrawal was given effect.



Article 59



Termination



1. All States parties may denounce the Convention by

a written notification to the depositary.



2. Such denunciation shall take effect on the first day of the

month following a period of 12 months has elapsed

from the date on which the depositary received notification.



3. Notwithstanding the previous paragraphs, this Convention

continue to apply as if the denunciation had not been made,

in respect of all rights and security interests arising

before the date on which the termination was effective.



Article 60



Transitional provisions



1. Unless a Contracting State at any time

explain something else, the Convention does not apply to an

already existing rights or security interest, which

retain the priority it had by law prior to

the date on which the Convention was given effect.



2. For the purposes of article 1 (v) and the determination of the

priority under this Convention:



(a)), ' the date on which the Convention was given effect "in the case of

the debtor, either the time when the Convention enters into

force or the time when the State in which the debtor

finds itself becomes a Contracting State, in which case the date

falls last shall apply; and



(b)), the debtor is considered to be in a State in which his

Head Office is situated, or, if he has no head office,

his place of business, or if the debtor has more than one

place of business, its principal place of business or, if he

lacking establishment or his domicile is located.



3. A Contracting State may, in a declaration in accordance with paragraph


1 enter a date which shall not be less than three years after the

date when the declaration takes effect, from which

The Convention and the Protocol shall be applied in the case of

determining priority, including the protection of each already

existing priority, to pre-existing rights or

security rights created pursuant to an agreement entered into after

the debtor was in a State referred to in paragraph 2 (b), however,

only to the extent and in the manner set out in that

Declaration.



Article 61



Conferences for evaluation, changes and related

questions



The depositary shall annually, or with other suitable

interval of time, draw up reports addressed to the States

are parties on how the international order established

the Convention works in practice. The depositary shall

draw up reports with regard to the supervisory

reports on the operation of the international

the registration system.



2. At the request of at least twenty-five per cent of the States

Parties, the depositary, in consultation with the supervisory authority

organising regular evaluation conferences for those States

for review by:



a) how the Convention applied in practice and to the extent

funding to the security right in the assets and the lease of

objects that fall within the scope of the Convention

actually be facilitated by the Convention;



(b)) the legal interpretation and application of the Convention

and regulatory framework;



(c)) the international registration system,

Registrar's execution and supervision of the supervisory authority

the Registrar, on the basis of the reports of the supervisory authority;

and



d) the desirability of some change in this

Convention or the provisions of the international

the registry.



3. subject to paragraph 4, any amendment to this

Convention to be approved by at least a two-thirds majority of

the States parties participating in the Conference referred to in

the previous paragraph, and then enters into force in relation

to the States which have ratified, accepted or approved

This since it has been ratified, accepted or approved by the three

States in accordance with the provisions of article 49 of

The entry into force of the Convention.



4. It is intended that the proposed amendment of the

The Convention should apply to more than one category of

equipment, it shall also be approved by at least two

thirds majority of the States parties in each

Protocol and participating in the Conference referred to in paragraph 2.



Article 62



Depositary and its functions



1. instruments of ratification, acceptance, approval and

instruments of accession shall be deposited with the International

Institute for harmonisation of private law (Unidroit),

hereinafter referred to as the depositary.



2. the depositary shall:



a) notify all Contracting States of:



(i) each new signature or deposit of each new

instrument of ratification, acceptance, approval or

instrument of accession and the date of this signature

or this landfill;



(ii) the date of the entry into force of the Convention;



(iii) if any declaration made under the Convention and

of the date of this Declaration;



(iv) if any withdrawal or modification of the explanations,

as well as of the date of such withdrawal or modification;

and



(v) any notification of denunciation of the Convention as well as of the date

for such termination and if the day it takes effect;



(b) transmit certified true copies of the Convention) to all

Contracting States,



c) provide the supervisory authority and the Registrar with transcripts

of all the instruments of ratification, acceptance, approval or

accession, notify them of the date of the deposit

of these, about all the declarations, withdrawals and changes

of declarations and on all notices of termination, with

indication of the date of these notifications, so that the data in

These are simply and completely accessible, and



(d)) perform the other duties normally incumbent on

the depositaries.



In WITNESS WHEREOF, the undersigned Plenipotentiaries have

agents with the aid of appropriate full powers, have signed this

Convention.



In Cape Town on the 16th november two thousand one, in a single

copies in English, Arabic, Chinese, French, Russian and

Spanish languages, the texts all have equal validity, the

validation takes effect when the Conference's joint

Secretariat under the auspices of the President of the Conference

within 90 days from the date of this Act,

checked the mutual consistency of these

texts.



Annex 2



PROTOCOL



TO THE CONVENTION ON INTERNATIONAL INTERESTS IN MOBILE

EQUIPMENT ON MATTERS SPECIFIC TO AIRCRAFT EQUIPMENT



THE STATES PARTIES TO THIS PROTOCOL,



CONSIDERING it necessary to implement the Convention on

International Interests in Mobile Equipment (hereinafter

referred to as "the Convention") as it relates to aircraft

equipment, in the light of the purposes set out in the

preamble to the Convention,



MINDFUL of the need to adapt the Convention to meet the

particular requirements of aircraft finance and to extend the

sphere of application of the Convention to include contracts

of sale of aircraft equipment,



MINDFUL of the principles and objectives of the Convention on

International Civil Aviation, signed at Chicago on 7 December

in 1944,



HAVE AGREED upon the following provisions relating to

aircraft equipment:



Chapter In



Sphere of application and general provisions



Article In



Defined terms



1. In this Protocol, except where the context otherwise

requires, terms used in it have the meanings set out in the

Convention.



2. In this Protocol the following terms are employed with the

meanings set out below:



a) "aircraft" means aircraft as defined for the purposes of

the Chicago Convention which are either airframes with

aircraft engines installed thereon or helicopters;



b) "aircraft engines" means aircraft engines (other than

those used in military, customs or police services) powered

by jet propulsion or turbine or piston technology and:



(i) in the case of jet propulsion aircraft engines, have at

least 1750 lb of thrust or its equivalent; and



(ii) in the case of turbine-powered or piston-powered

aircraft engines, have at least 550 rated take-off shaft

horsepower or its equivalent, together with all modules and

other installed, incorporated or attached accessories, parts

and equipment and all data, manuals and records relating

thereto;



c) "aircraft objects" means airframes, aircraft engines and

helicopters;



d) "aircraft register" means a register maintained by a State

or a common mark registering authority for the purposes of

the Chicago Convention;



e) "airframes" means airframes (other than those used in

military, customs or police services) that, when appropriate

aircraft engines are installed thereon, are type certified by

the competent aviation authority to transport:



(i) at least eight (8) persons including crew; or



(ii) goods in excess of 2750 (99-lb), together with all

installed, incorporated or attached accessories, parts and

equipment (other than aircraft engines), and all data,

manuals and records relating thereto;



f) "authorised party" means the party referred to in Article

XIII (3);



g) "Chicago Convention" means the Convention on International

Civil Aviation, signed at Chicago on 7 December 1944, as

amended, and its Including;



h) "common mark registering authority" means the authority

maintaining a register in accordance with Article 77 of the

The Chicago Convention as implemented by the Resolution adopted

on 14 December 1967 by the Council of the International Civil

Aviation Organization on nationality and registration of

aircraft operated by international operating agencies;



in) "de-registration of the aircraft" means deletion or

removal of the registration of the aircraft from its aircraft

Register in accordance with the Chicago Convention;



j) "guarantee contract" means a contract entered into by a

person as guarantor;



k) "guarantor" means a person who, for the purpose of

assuring performance of any bond in favour of a

creditor secured by a security agreement or under an

Agreement, gives or issues a suretyship or demand guarantee

or a standby letter of credit or any other form of credit

insurance;



l) "helicopters" means heavier-than-air machines (other than

those used in military, customs or police services) supported

in flight chiefly by the reactions of the air on one or more

power-driven rotor on substantially vertical axes and which

are type certified by the competent aviation authority to

transport:



(i) at least five (5) persons including crew; or



(ii) goods in excess of 450 (99-lb), together with all

installed, incorporated or attached accessories, parts and

equipment (including rotor), and all data, manuals and

records relating thereto;



m) "insolvency-related event" means:



(i) the commencement of the insolvency proceedings; or



(ii) the declared intention to suspend or actual suspension

of payments by the debtor where the creditor's right to

Institute insolvency proceedings against the debtor or to

exercise remedies under the Convention is prevented or

suspended by law or State action;



n) "primary insolvency jurisdiction" means the Contracting

State in which the centre of the debtor's main interests is

situated, which for this purpose shall be deemed to be the

the place of the debtor's statutory seat or, if there is none,

the place where the debtor is incorporated or formed, unless

proved otherwise;



o) "registry authority" means the national authority or the

common mark registering authority, maintaining an aircraft


Register in a Contracting State and responsible for the

registration and the registration of an aircraft in accordance

with the Chicago Convention; and



p) "State of registry" means, in respect of an aircraft, the

State on the national register of which an aircraft is

entered or the State of location of the common mark

registering authority maintaining the aircraft register.



Article II



Application of Convention as regards aircraft objects



1. The Convention shall apply in relation to aircraft

objects as provided by the terms of this Protocol.



2. The Convention and this Protocol shall be known as the

Convention on International Interests in Mobile Equipment as

applied to aircraft objects.



Article III



Application of Convention to sales



The following provisions of the Convention apply as if

references to an agreement creating or providing for an

international interest were references to a contract of sale

and as if references to an international interest, a

prospective international interest, the debtor and the

creditor were references to a sale, a prospective sale, the

seller and the buyer respectively:



Articles 3 and 4;



Article 16 (1) (a);



Article 19 (4);



Article 20 (1) (as regards registration of a contract of sale

or a prospective sale);



Article 25 (2) (as regards a prospective sale); and



Article 30.



In addition, the general provisions of Article 1, Article 5,

Chapters IV to VII, Article 29 (other than Article 29 (3)

which is replaced by Article XIV (1) and (2)), Chapter X,

Chapter XII (other than Article 43), Chapter XIII and Chapter

XIV (other than Article 60) shall apply to contracts of sale

and prospective sales.



Article IV



Sphere of application



1. Without prejudice to Article 3 (1) of the Convention, the

The Convention shall also apply in relation to a helicopter, or

to an airframe pertaining to an aircraft, registered in an

aircraft register of a Contracting State which is the State

of registry, and where such registration is made pursuant to

an agreement for registration of the aircraft it is deemed to

have been effected at the time of the agreement.



2. For the purposes of the definition of "internal

the transaction "in Article 1 of the Convention:



a) an airframe is located in the State of registry of the

aircraft of which it is a party;



b) an aircraft engine is located in the State of registry of

the aircraft on which it is installed or, if it is not

installed on an aircraft, where it is physically located;

and



c) a helicopter is located in its State of registry,



at the time of the conclusion of the agreement creating or

providing for the interest.



3. The parties may, by agreement in writing, exclude the

application of Article XI and, in their relations with each

other, derogate from or vary the effect of any of the

the provisions of this Protocol except Article IX (2)-(4).



Article V



Formalities, effects and registration of contracts of sale



1. For the purposes of this Protocol, a contract of sale is

one which:



a) is in writing;



b) relates to an aircraft object of which the seller has

power to dispose; and



c) enables the aircraft object to be identified in conformity

with this Protocol.



2. A contract of sale transfers the interest of the seller in

the aircraft object to the buyer according to its terms.



3. Registration of a contract of sale remains effective

indefinitely. Registration of a prospective sale remains

effective unless discharged or until expiry of the term, if

any, specified in the registration.



Article VI



Representative capacities



A person may enter into an agreement or a sale, and register

an international interest in, or a sale of, an aircraft

object, in an agency, trust or other representative capacity.

In such case, that person is entitled to assert rights and

interests under the Convention.



Article VII



Description of aircraft objects



A description of an aircraft object that contains its

manufacturer's serial number, the name of the manufacturer

and its model designation is necessary and sufficient to

identify the object for the purposes of Article 7 (c) of the

Convention and Article V (1) (c) of this Protocol.



Article VIII



Choice of law



1. This Article applies only where a Contracting State has

made a declaration pursuant to Article XXX (1).



2. The parties to an agreement or a contract of sale, or a

related guarantee contract or subordination agreement may

agree on the law which is to govern their detailed rights

and bond, wholly or in part.



3. Unless otherwise agreed, the reference in the preceding

paragraph to the law chosen by the parties is to the domestic

rules of law of the designated State or, where that State

beginning several territorial units, to the domestic law of

the designated territorial unit.



Chapter II



Default remedies, priorities and assignments



Article IX



Modification of default remedies provisions



1. In addition to the remedies specified in Chapter III of

the Convention, the creditor may, to the extent that the

debtor has at any time so agreed and in the circumstances

specified in that Chapter:



a) procure the de-registration of the aircraft; and



b) procure the export and physical transfer of the aircraft

object from the territory in which it is situated.



2. The creditor shall not exercise the remedies specified in

the preceding paragraph without the prior consent in writing

of the holder of any registered interest ranking in priority

to that of the creditor.



3. Article 8 (3) of the Convention shall not apply to aircraft

objects. Any remedy given by the Convention in relation to an

aircraft object shall be exercised in a commercially

reasonable manner. A remedy shall be deemed to be exercised

in a commercially reasonable manner where it is exercised in

conformity with a provision of the agreement, except where

such a provision is manifestly the Defender's unreasonable behaviour.



4. A chargee giving ten or more working days ' prior written

notice of a proposed sale or lease to interested persons

shall be deemed to satisfy the requirement of providing

"reasonable prior notice" specified in Article 8 (4) of the

Convention. The foregoing shall not prevent a chargee and a

chargor or a guarantor from agreeing to a longer period of

prior notice.



5. The registry authority in a Contracting State shall,

subject to any applicable safety laws and regulations, honour

a request for de-registration and export if:



(a)) the request is properly submitted by the authorised party

under a recorded irrevocable deregistration and export

request authorisation; and



(b)) the authorised party certifies to the registry authority,

If required by that authority, that all registered interests

ranking in priority to that of the creditor in whose favour

the authorisation has been issued have been discharged or

that the holders of such interests have consented to the

de-registration and export.



6. A chargee proposing to procure the de-registration and

export of an aircraft under paragraph 1 otherwise than

pursuant to a court order shall give reasonable prior notice

in writing of the proposed deregistration and export to:



a) interested persons specified in Article 1 (m) (i) and (ii)

of the Convention; and



b) interested persons specified in Article 1 (m) (iii) of the

Convention who have given notice of their rights to the

chargee within a reasonable time prior to the de-registration

and export.



Article X



Modification of provisions regarding relief pending final

determination



1. This Article applies only where a Contracting State has

made a declaration under Article XXX (2) and to the extent

stated in such declaration.



2. For the purposes of Article 13 (1) of the Convention,

"speedy" in the context of obtaining relief means within such

number of working days from the date of filing of the

application for relief as is specified in a declaration made

by the Contracting State in which the application is made.



3. Article 13 (1) of the Convention applies with the following

being added immediately after sub-paragraph (d):



"(e) if at any time the debtor and the creditor specifically

agree, sale and application of proceeds therefrom ",



and Article 43 (2) applies with the insertion after the words

"Article 13 (1) (d)" of the words "and (e)".



4. Ownership or any other interest of the debtor passing on a

sale under the preceding paragraph is free from any other

interest over which the creditor's international interest has

priority under the provisions of Article 29 of the

Convention.



5. The creditor and the debtor or any other interested person

may agree in writing to exclude the application of Article

13 (2) of the Convention.



6. With regard to the remedies in Article IX (1):



a) they shall be made available by the registry authority and

other administrative authorities, as applicable, in a

Contracting State no later than five working days after the

creditor notifies such authorities that the relief specified

in Article IX (1) is granted or, in the case of relief granted

by a foreign court, recognised by a court of that Contracting

State, and that the creditor is entitled to procure those

remedies in accordance with the Convention; and



(b)) the applicable authorities shall expeditiously co-operate

with and assist the creditor in the exercise of such remedies

in conformity with the applicable aviation safety laws and

regulations.



7. Paragraphs 2 and 6 shall not affect any applicable

aviation safety laws and regulations.



Article XI



Remedies on insolvency



1. This Article applies only where a Contracting State that

is the primary insolvency jurisdiction has made a declaration

pursuant to Article XXX (3).



Alternative (A)



2. Upon the occurrence of an insolvency-related event, the


the insolvency administrator or the debtor, as applicable, shall,

subject to paragraph 7, give possession of the aircraft

object to the creditor no later than the earlier of:



(a)) the end of the waiting period; and



b) the date on which the creditor would be entitled to

possession of the aircraft object if this Article did not

apply.



3. For the purposes of this Article, the "waiting period"

shall be the period specified in a declaration of the

Contracting State which is the primary insolvency

jurisdiction.



4. References in this Article to the "insolvency

Administrator "shall be to that person in its official, not

in its personal, capacity.



5. Unless and until the creditor is given the opportunity to

take possession under paragraph 2:



(a)) the insolvency administrator or the debtor, as applicable,

shall preserve the aircraft object and maintain it and its

value in accordance with the agreement; and



(b)) the creditor shall be entitled to apply for any other

forms of interim relief available under the applicable law.



6. Sub-paragraph (a) of the preceding paragraph shall not

preclude the use of the aircraft object under arrangements

designed to preserve the aircraft object and maintain it and

the its value.



7. The insolvency administrator or the debtor, as applicable,

may retain possession of the aircraft object where, by the

time specified in paragraph 2, it has cured all defaults

other than a default constituted by the opening of insolvency

proceedings and has agreed to perform all future bond

under the agreement. A second waiting period shall not apply

in respect of a default in the performance of such future

bond.



8. With regard to the remedies in Article IX (1):



a) they shall be made available by the registry authority and

the administrative authorities in a Contracting State, as

applicable, no later than five working days after the date on

which the creditor notifies such authorities that it is

entitled to procure those remedies in accordance with the

Convention; and



(b)) the applicable authorities shall expeditiously co-operate

with and assist the creditor in the exercise of such remedies

in conformity with the applicable aviation safety laws and

regulations.



9. No exercise of remedies permitted by the Convention or

This Protocol may be prevented or delayed after the date

specified in paragraph 2.



10. No bond of the debtor under the agreement may be

modified without the consent of the creditor.



11. Nothing in the preceding paragraph shall be construed to

affect the authority, if any, of the insolvency administrator

under the applicable law to terminate the agreement.



12. No rights or interests, except for non-consensual rights

or interests of a category covered by a declaration pursuant

to Article 39 (1), shall have priority in insolvency

proceedings over registered interests.



13. The Convention as modified by Article IX of this Protocol

shall apply to the exercise of any remedies under this

Article.



Alternative B



2. Upon the occurrence of an insolvency-related event, the

the insolvency administrator or the debtor, as applicable, upon

the request of the creditor, shall give notice to the

creditor within the time specified in a declaration of a

Contracting State pursuant to Article XXX (3) whether it

will:



a) cure all defaults other than a default constituted by the

opening of insolvency proceedings and agree to perform all

future bond, under the agreement and related

transaction documents; or



b) give the creditor the opportunity to take possession of

the aircraft object, in accordance with the applicable law.



3. The applicable law referred to in sub-paragraph (b) of the

preceding paragraph may permit the court to require the

taking of any additional step or the provision of any

additional guarantee.



4. The creditor shall provide evidence of its claims and

proof that its international interest has been registered.



5. If the insolvency administrator or the debtor, as

applicable, does not give notice in conformity with paragraph

2, or when the insolvency administrator or the debtor has

declared that it will give the creditor the opportunity to

take possession of the aircraft object but fails to do so,

the court may permit the creditor to take possession of the

aircraft object upon such terms as the court may order and

may require the taking of any additional step or the

provision of any additional guarantee.



6. The aircraft object shall not be sold pending a decision

by a court regarding the claim and the international

interest.



Article XII



Insolvency assistance



1. This Article applies only where a Contracting State has

made a declaration pursuant to Article XXX (1).



2. The courts of a Contracting State in which an aircraft

the object is situated shall, in accordance with the law of the

Contracting State, co-operate to the maximum extent possible

with foreign courts and foreign insolvency administrators in

carrying out the provisions of Article XI.



Article XIII



De-registration and export request authorisation



1. This Article applies only where a Contracting State has

made a declaration pursuant to Article XXX (1).



2. Where the debtor has issued an irrevocable de-registration

and export request authorisation substantially in the form

annexed to this Protocol and has submitted such authorisation

for recordation to the registry authority, that authorisation

shall be so recorded.



3. The person in whose favour the authorisation has been

issued (the "authorised party") or its certified designee

shall be the sole person entitled to exercise the remedies

specified in Article IX (1) and may do so only in accordance

with the authorisation and applicable aviation safety laws

and regulations. Such authorisation may not be revoked by the

debtor without the consent in writing of the authorised

party. The registry authority shall remove an authorisation

from the registry at the request of the authorised party.



4. The registry authority and other administrative

authorities in Contracting States shall expeditiously

co-operate with and assist the authorised party in the

exercise of the remedies specified in Article IX.



Article XIV



Modification of priority provisions



1. A buyer of an aircraft object under a registered sale

acquires its interest in that object free from an interest

subsequently registered and from an unregistered interest,

even if the buyer has actual knowledge of the unregistered

interest.



2. A buyer of an aircraft object acquires its interest in

that object subject to an interest registered at the time of

its acquisition.



3. Ownership of or another right or interest in an aircraft

engine shall not be affected by its installation on or

removal from an aircraft.



4. Article 29 (7) of the Convention applies to an item, other

than an object, installed on an airframe, aircraft engine or

helicopter.



Article XV



Modification of assignment provisions



Article 33 (1) of the Convention applies as if the following

were added immediately after sub-paragraph (b):



"and (c) the debtor has consented in writing, whether or not

the consent is given in advance of the assignment or

identifies the assignee. "



Article XVI



Debtor provisions



1. In the absence of a default within the meaning of Article

11 of the Convention, the debtor shall be entitled to the

quiet possession and use of the object in accordance with the

agreement as against:



a) its creditor and the holder of any interest from which the

debtor takes free pursuant to Article 29 (4) of the Convention

or, in the capacity of buyer, Article XIV (1) of this

Protocol, unless and to the extent that the debtor has

otherwise agreed; and



(b)) the holder of any interest to which the debtor's right or

interest is subject pursuant to Article 29 (4) of the

Convention or, in the capacity of buyer, Article XIV (2) of

This Protocol, but only to the extent, if any, that such

holder has agreed.



2. Nothing in the Convention or this Protocol affects the

liability of a creditor for any breach of the agreement under

the applicable law in so far as that agreement relates to an

aircraft object.



Chapter III



Registry provisions relating to international interests in

aircraft objects



Article XVII



The Supervisory Authority and the Registrar



1. The Supervisory Authority shall be the international

the entity designated by a Resolution adopted by the Diplomatic

Conference to Adopt a Mobile Equipment Convention and an

Aircraft Protocol.



2. Where the international entity referred to in the

preceding paragraph is not able and willing to act as

Supervisory Authority, a Conference of Signatory and

Contracting States shall be convened to designate another

Supervisory Authority.



3. The Supervisory Authority and its officers and employees

shall enjoy such immunity from legal and administrative

process as is provided under the rules applicable to them as

an international entity or otherwise.



4. The Supervisory Authority may establish a commission of

experts, from among persons nominated by Signatory and

Contracting States and having the necessary qualifications

and experience, and entrust it with the task of assisting the

The Supervisory Authority in the discharge of its functions.



5. The first Registrar shall operate the International

Registry for a period of five years from the date of entry

into force of this Protocol. Thereafter, the Registrar shall

be appointed or reappointed at regular five-yearly intervals

by the Supervisory Authority.



Article XVIII



First regulations



The first regulations shall be made by the Supervisory

Authority so as to take effect upon the entry into force of

This Protocol.



Article XIX



Designated entry points




1. Subject to paragraph 2, a Contracting State may at any

time designate an entity or entities in its territory as the

entry point or entry points through which there shall or may

be transmitted to the International Registry information

required for registration other than registration of a notice

of a national interest or a right or interest under Article

40 in either case arising under the laws of another State.



2. A designation made under the preceding paragraph may

permit, but not compel., use of a designated entry point or

entry points for information required for registrations in

respect of aircraft engines.



Article XX



Additional modifications to Registry provisions



1. For the purposes of Article 19 (6) of the Convention, the

search criteria for an aircraft object shall be the name of

its manufacturer, its manufacturer's serial number and its

model designation, supplemented as necessary to ensure

uniqueness. Such supplementary information shall be specified

in the regulations.



2. For the purposes of Article 25 (2) of the Convention and in

the circumstances there described, the holder of a registered

prospective international interest or a registered

prospective assignment of an international interest or the

person in whose favour a prospective sale has been registered

shall take such steps as are within its power to procure the

discharge of the registration no later than five working days

After the receipt of the demand described in such

paragraph.

3. The fees referred to in Article 17 (2) (h) of

the Convention shall be determined so as to recover the

reasonable costs of establishing, operating and regulating

the International Registry and the reasonable costs of the

The Supervisory Authority associated with the performance of the

functions, the exercise of the powers, and discharge of the

duties contemplated by Article 17 (2) of the Convention.



4. The centralised functions of the International Registry

shall be operated and administered by the Registrar on a

twenty-four hour basis. The various entry points shall be

operated at least during working hours in their respective

territories.



5. The amount of the insurance or financial guarantee

referred to in Article 28 (4) of the Convention shall, in

respect of each event, not be less than the maximum value of

an aircraft object as determined by the Supervisory

Authority.



6. Nothing in the Convention shall preclude the Registrar

from procuring insurance or a financial guarantee covering

events for which the Registrar is not liable under Article 28

of the Convention.



Chapter IV



Jurisdiction



Article XXI



Modification of jurisdiction provisions



For the purposes of Article 43 of the Convention and subject

to Article 42 of the Convention, a court of a Contracting

The State also has jurisdiction where the object is a helicopter,

or an airframe pertaining to an aircraft, for which that

State is the State of registry.



Article XXII



Waivers of sovereign immunity



1. Subject to paragraph 2, a waiver of sovereign immunity

from jurisdiction of the courts specified in Article 42 or

Article 43 of the Convention or relating to enforcement of

rights and interests relating to an aircraft object under the

Convention shall be binding and, if the other conditions to

such jurisdiction or enforcement have been satisfied, shall

be effective to confer jurisdiction and permit enforcement,

as the case may be.



2. A waiver under the preceding paragraph must be in writing

and contain a description of the aircraft object.



Chapter V



Relationship with other conventions



Article XXIII



Relationship with the Convention on the International

Recognition of Rights in Aircraft



The Convention shall, for a Contracting State that is a party "

to the Convention on the International Recognition of Rights

in Aircraft, signed at Geneva on 19 June 1948, supersede that

Convention as it relates to aircraft, as defined in this

Protocol, and to aircraft objects. However, with respect to

rights or interests not covered or affected by the gift

Convention, the Geneva Convention shall not be superseded.



Article XXIV



Relationship with the Convention for the Unification of

Certain Rules Relating to the Precautionary Attachment of

Aircraft



1. The Convention shall, for a Contracting State that is a

Party to the Convention for the Unification of Certain Rules

Relating to the Precautionary Attachment of Aircraft, signed

at Rome on 29 May 1933, supersede that Convention as it

relates to aircraft, as defined in this Protocol.



2. A Contracting State Party to the above Convention may

declare, at the time of ratification, acceptance, approval

of, or accession to this Protocol, that it will not apply

This Article.



Article XXV



Relationship with the UNIDROIT Convention on International

Financial Leasing



The Convention shall supersede the UNIDROIT Convention on

International Financial Leasing, signed at Ottawa on 28 May

in 1988, as it relates to aircraft objects.



Chapter VI



Final provisions



Article XXVI



Signature, ratification, acceptance, approval or accession



1. This Protocol shall be open for signature in Cape Town on

16 November 2001 by States participating in the Diplomatic

Conference to Adopt a Mobile Equipment Convention and an

Aircraft Protocol held at Cape Town from 29 October to 16

November 2001. After 16 November 2001, this Protocol shall be

open to all States for signature at the Headquarters of the

International Institute for the Unification of Private Law

(UNIDROIT) in Rome until it enters into force in accordance

with Article XXVIII.



2. This Protocol shall be subject to ratification, acceptance

or approval by States which have signed it.



3. Any State which does not sign this Protocol may accede to

it at any time.



4. Ratification, acceptance, approval or accession is

effected by the deposit of a formal instrument to that effect

with the Depositary.



5. A State may not become a Party to this Protocol unless it

is or becomes also a Party to the Convention.



Article XXVII



Regional Economic Integration Organization



1. A Regional Economic Integration Organization which is

constituted by sovereign States and has competence over

certain matters governed by this Protocol may similarly sign,

accept, approve or accede to this Protocol. The Regional

Economic Integration Organisation shall in that case have the

rights and the bond of a Contracting State, to the extent

that that Organization has competence over matters governed

by this Protocol. Where the number of Contracting States is

relevant in this Protocol, the Regional Economic Integration

Organization shall not count as a Contracting State in

addition to its Member States which are Contracting States.



2. The Regional Economic Integration Organization shall, at

the time of signature, acceptance, approval or accession,

make a declaration to the Depositary specifying the matters

governed by this Protocol in respect of which competence has

been transferred to that Organization by its Member States.

The Regional Economic Integration Organization shall promptly

notify the Depositary of any changes to the distribution of

competence, including new transfers of competence, specified

in the declaration under this paragraph.



3. Any reference to a "Contracting State" or "Contracting

States "or" State Party "or" States Parties "in this Protocol

applies equally to a Regional Economic Integration

Organization where the context so requires.



Article XXVIII



Entry into force



1. This Protocol enters into force on the first day of the

month following the expiration of three months after the date

of the deposit of the eighth instrument of ratification,

acceptance, approval or accession, between the States which

have deposited such instruments.



2. For other States this Protocol enters into force on the

first day of the month following the expiration of three

months after the date of the deposit of its instrument of

ratification, acceptance, approval or accession.



Article XXIX



Territorial units

1. If a Contracting State has territorial units in which

different systems of law are applicable in relation to the

matters dealt with in this Protocol, it may, at the time of

ratification, acceptance, approval or accession, declare that

This Protocol is to extend to all its territorial units or

only to one or more of them and may modify its declaration by

submitting another declaration at any time.



2. Any such declaration shall state expressly the territorial

units to which this Protocol applies.



3. If a Contracting State has not made any declaration under

paragraph 1, this Protocol shall apply to all territorial

units of that State.



4. Where a Contracting State extends this Protocol to one or

more of its territorial units, declarations permitted under

This Protocol may be made in respect of each such territorial

Unit, and the declarations made in respect of one territorial

Unit may be different from those made in respect of another

territorial unit.



5. If by virtue of a declaration under paragraph 1, this

Protocol extends to one or more territorial units of a

Contracting State:



a) the debtor is considered to be situated in a Contracting

State only if it is incorporated or formed under a law in

force in a territorial unit to which the Convention and this

Protocol apply or if it has its registered office or

statutory seat, centre of administration, place of business

or habitual residence in a territorial unit to which the

Convention and this Protocol apply;



b) any reference to the location of the object in a

Contracting State refers to the location of the object in a

territorial unit to which the Convention and this Protocol

apply; and



c) any reference to the administrative authorities in that


Contracting State shall be construed as referring to the

administrative authorities having jurisdiction in a

territorial unit to which the Convention and this Protocol

apply and any reference to the national register or to the

the registry authority in that Contracting State shall be

construed as referring to the aircraft register in force or

to the registry authority having jurisdiction in the

the territorial unit or units to which the Convention and this

Protocol apply.



Article XXX



Declarations relating to certain provisions



1. A Contracting State may, at the time of ratification,

acceptance, approval of, or accession to this Protocol,

declare that it will apply any one or more of Articles VIII,

XII and XIII of this Protocol.



2. A Contracting State may, at the time of ratification,

acceptance, approval of, or accession to this Protocol,

declare that it will apply Article X of this Protocol, wholly

or in party. If it so declares with respect to Article X (2),

It shall specify the time-period required thereby.



3. A Contracting State may, at the time of ratification,

acceptance, approval of, or accession to this Protocol,

declare that it will apply the entirety of Alternative A, or

the entirety of Alternative B of Article XI and, if so, shall

specify the types of insolvency proceeding, if any, to which

It will apply Alternative A and the types of insolvency

proceeding, if any, to which it will apply Alternative b. (A)

Contracting State making a declaration pursuant to this

paragraph shall specify the time-period required by Article

XI.



4. The courts of Contracting States shall apply Article XI in

conformity with the declaration made by the Contracting State

which is the primary insolvency jurisdiction.



5. A Contracting State may, at the time of ratification,

acceptance, approval of, or accession to this Protocol,

declare that it will not apply the provisions of Article XXI,

wholly or in part. The declaration shall specify under which

conditions the relevant Article will be applied, in case it

will be applied partly, or otherwise which other forms of

interim relief will be applied.



Article XXXI



Declarations under the Convention



Declarations made under the Convention, including those made

under Articles 39, 40, 50, 53, 54, 55, 57, 58 and 60 of the

Convention, shall be deemed to have also been made under this

Protocol unless stated otherwise.



Article XXXII



Reservations and declarations



1. No reservations may be made to this Protocol but

declarations authorised by Articles XXIV, XXIX, XXX, XXXI,

XXXIII and XXXIV may be made in accordance with these

provisions.



2. Any declaration or subsequent declaration or any

withdrawal of a declaration made under this Protocol shall be

notified in writing to the Depositary.



Article XXXIII



Subsequent declarations



1. A State Party may make a subsequent declaration, other

than a declaration made in accordance with Article XXXI under

Article 60 of the Convention, at any time after the date on

which this Protocol has entered into force for it, by

notifying the Depositary to that effect.



2. Any such subsequent declaration shall take effect on the

first day of the month following the expiration of six months

After the date of receipt of the notification by the

Depositary. Where a longer period for that declaration to

take effect is specified in the notification, it shall take

effect upon the expiration of such longer period after

receipt of the notification by the Depositary.



3. Notwithstanding the previous paragraphs, this Protocol

shall continue to apply, as if no such subsequent

declarations had been made, in respect of all rights and

interests arising prior to the effective date of any such

subsequent declaration.



Article XXXIV



Withdrawal of declarations



1. Any State Party having made a declaration under this

Protocol, other than a declaration made in accordance with

Article XXXI under Article 60 of the Convention, may withdraw

it at any time by notifying the Depositary. Such withdrawal

is to take effect on the first day of the month following the

expiration of six months after the date of receipt of the

notification by the Depositary.



2. Notwithstanding the previous paragraph, this Protocol

shall continue to apply, as if no such withdrawal of

the Declaration had been made, in respect of all rights and

interests arising prior to the effective date of any such

withdrawal.



Article XXXV



Denunciations



1. Any State Party may denounce this Protocol by

notification in writing to the Depositary.



2. Any such denunciation shall take effect on the first day

of the month following the expiration of twelve months after

the date of receipt of the notification by the Depositary.



3. Notwithstanding the previous paragraphs, this Protocol

shall continue to apply, as if no such denunciation had been

made, in respect of all rights and interests arising prior to

the effective date of any such denunciation.



Article XXXVI



Review Conferences, amendments and related matters



1. The Depositary, in consultation with the Supervisory

Authority, shall prepare reports yearly, or at such other

time as the circumstances may require, for the States Parties

as to the manner in which the international regime

established in the Convention as amended by this Protocol has

operated in practice. In preparing such reports, the

Depositary shall take into account the reports of the

The Supervisory Authority concerning the functioning of the

international registration system.



2. At the request of not less than twenty-five per cent of

the States Parties, Review Conferences of the States Parties

shall be convened from time to time by the Depositary, in

consultation with the Supervisory Authority, to consider:



a) the practical operation of the Convention as amended by

This Protocol and its effectiveness in facilitating the

asset-based financing and leasing of the objects covered by

its terms;



b) the judicial interpretation given to, and the application

made of the terms of this Protocol and the regulations;



c) the functioning of the international registration system,

the performance of the Registrar and its oversight by the

The Supervisory Authority, taking into account the reports of the

Supervisory Authority; and



d) whether any modifications to this Protocol or the

arrangements relating to the International Registry are

desirable.



3. Any amendment to this Protocol shall be approved by at

least a two-thirds majority of States Parties participating

in the Conference referred to in the preceding paragraph and

shall then enter into force in respect of States which have

ratified, accepted or approved such amendment when it has

been ratified, accepted or approved by eight States in

accordance with the provisions of Article XXVIII relating to

its entry into force.



Article XXXVII



Depositary and its functions



1. Instruments of ratification, acceptance, approval or

accession shall be deposited with the International Institute

for the Unification of Private Law (UNIDROIT), which is

hereby designated the Depositary.



2. The Depositary shall:



a) inform all Contracting States of:



(i) each new signature or deposit of an instrument of

ratification, acceptance, approval or accession, together

with the date thereof;



(ii) the date of entry into force of this Protocol;



(iii) each declaration made in accordance with this Protocol,

together with the date thereof;



(iv) the withdrawal or amendment of any declaration, together

with the date thereof; and



(v) the notification of any denunciation of this Protocol

together with the date thereof and the date on which it takes

effect;



b) transmit certified true copies of this Protocol to all

Contracting States;



(c)) provide the Supervisory Authority and the Registrar with (a)

copy of each instrument of ratification, acceptance, approval

or accession, together with the date of deposit thereof, of

each declaration or withdrawal or amendment of a declaration

and of each notification of denunciation, together with the

date of notification thereof, so that the information

contained therein is easily and fully available; and



d) perform such other functions customary for depositaries.



PROTOCOL



TO THE CONVENTION ON INTERNATIONAL SECURITY INTERESTS IN RESOLVING

THINGS, ON MATTERS SPECIFIC TO AVIATION ITEMS



THE STATES PARTIES TO THIS PROTOCOL,



CONSIDERS that the Convention on international security interests in

solve things (Convention) should, in the light of the Convention

purposes such as those embodied in the Convention

preamble, are implemented to the extent it is applicable

in the field of aviation items,



Is aware that the Convention should be adapted to the

special conditions applicable to aviation financing, and

expanded to include sales of aviation items,



Are aware of the principles and purpose of the Convention on

International Civil Aviation signed at Chicago on 7

December 1944 (Chicago Convention),



Have agreed upon the following provisions concerning aviation objects:



Chapter I



Scope of application and general provisions



Article In



Definitions



1. Unless the context otherwise requires, terms such as

defined in the Convention have the same meaning in this

Protocol (the Protocol).



2. In the Protocol the following terms have the meaning given

below:



a) aircraft: aircraft as defined in

The Chicago Convention, IE. aircraft hull with air motors

installed, or helicopters;



b) aircraft engines: aircraft engines (with the exception of those used

of military, customs or police services) that is reaction engines,

turbine engines or engines, which have



(i) a force of at least 1 750 pounds or the equivalent, for

reaction engines; and



(ii) at least 550 horsepower rated shaft power or


equivalent, at the Ascension of turbine engines and

reciprocating piston engines; together with the components, parts and

equipment that is installed, built-in or attached in

these as well as all handbooks, manuals and logbooks that have

connection with these;



c) Aviation objects: aircraft airframe, aero-engines and

helicopters.



d) aircraft register: register maintained by a State or an

registration authority under the Chicago Convention;



e) aircraft hull: airframe (with the exception of the

used by military, customs or police services) that, when equipped with

aircraft engines, are type certified by the competent

Aviation Authority:



(i) for the transport of at least eight (8) persons including

crew, or



(ii) for the transport of freight over 2 750 kg; together with

components, parts, and equipment that is installed, built-in

or attached in these (with the exception of aircraft engines), and

all handbooks, manuals and logbooks associated with

These;



f) authorised party "means the party referred to in article XIII (3).



g) "Chicago Convention" means the Convention on International Civil

Aviation, signed in Chicago on 7 december 1944,

subsequent amendments, as well as annexes to this;



h) registration authority for the common names; refers to the

the authority is tasked to maintain records in

accordance with article 77 of the Chicago Convention, such as the

adopted by the resolution of the international civil

Aviation Organization Council on 14 december 1967 on

nationality and registration of aircraft operated by

international organisations;



in) deregistration of aircraft: deletion from or

deregistration of aircraft registration from the

aircraft register in which it is implemented according to the

The Chicago Convention;



j) guarantee means an agreement whereby a party

connects itself as guarantor or leave a guarantee;



k) guarantor: a person who, in order to ensure the correct

performance of any obligation towards the creditor

under a pledge agreement or other agreement, is moving in bond or

puts or causes to be issuing a guarantee, letter of credit

or any other form of credit insurance;



l) helicopter: aircraft (with the exception of those

used by military, customs or police services) that kept flying

mainly through the lift generated by one or

multiple rotors on substantially vertical axes and which are

type certified by the competent aviation authority of:



(i) carriage of at least five (5) persons including crew;

or



(ii) the transportation of freight over 450 kilograms, together with all

equipment and all accessories, parts and equipment

(including rotors) are installed, built-in or

attached to this, and all manuals, information and

log books related to these;



m) insolvency situation:



(i) initiation of insolvency proceedings; or



(ii) the debtor's notice of suspension of payments, or

actual suspension of payments in cases where the creditor is

Unable to open insolvency proceedings against the debtor

or to take any action under the Convention by law or

After a State measure;



n) State with primary jurisdiction over insolvency case:

Contracting State in which the debtor has his centre of

interests, which for this purpose shall be deemed to be the place

where the debtor has its registered address or seat, or,

If there is none, the State in which the company is incorporated, if not

otherwise be demonstrated;



o) registration authority "means the national authority,

or registration agency for Community designations,

whose task it is to keep a register of aircraft in

a Contracting State and responsible for the registration

and deregistration of aircraft in accordance with

The Chicago Convention; and



p) State of registration: in the case of aircraft, the State

whose national aircraft register is used to

register an aircraft or the State in which the

registration authority whose task it is to bring

aircraft register is located.



Article II



The Convention's application in the aeronautical items



1. the Convention shall apply to the civil aviation objects according to

the provisions of this Protocol.



2. the Convention and this Protocol shall be designated

Convention on international security rights in movables

as this applies to aviation items.



Article III



The application of the Convention to sales



The following provisions of the Convention shall apply as if the

the references to an agreement whereby an international

the security right would be formed or provided references

to a contract of sale and as if references to an

international interests, a future international

a security interest, the debtor and the creditor were references

to a sale, a prospective sale, the seller and

each buyer:



Articles 3 and 4;



Article 16 (1) (a);



Article 19 (4);



Article 20 (1) (in the case of the registration of a

sales agreement or an agreement on a future

sales);



Article 25 (2) (in the case of a prospective sale); and



Article 30.



In addition, the General provisions of article 1, article

5, chapters IV to VII, article 29 (with the exception of article

29 (3) replaced by article XIV (1) and (2)), chapter X,

Chapter XII (with the exception of article 43), chapter XIII and

Chapter XIV (with the exception of article 60) applicable on

sales agreements and contracts on future sales.



Article IV



Scope of application



1. without prejudice to article 3 (1)

Convention, the Convention also applied to helicopters

and aircraft hull of an aircraft

recorded in an aircraft register in a Contracting State.

If the registration was effected under an agreement for registration

registration of the aircraft shall be considered to have been made at the

the timing of the agreement.



2. For the definition of "internal transaction" in article 1 of

The Convention shall:



a) an air ship hulls must be regarded as in the registration State

for the aircraft it belongs to;



(b)) must be regarded as an aircraft engine in the State for the

aircraft in which it is installed, or, if it is not

installed in any aircraft, in the State in which it actually

find themselves; and



c) a helicopter is considered to be in the State where it is

registered;



at the time of the conclusion of the agreement by which the current

security right arises or is provided.



3. the parties may, by agreement in writing, exempt

applicability of article XI and, in the case of

relationships between them, deviate from or modify effect

the provisions of this Protocol except for

articles IX (2)-(4).



Article V



Formalities, effects and registration in respect of

sales agreement

1. for the purposes of this

The Protocol, ' sale agreement an agreement that:



(a)) shall be concluded in writing;



b) apply an air transport objects over which the seller has

the opportunity to dispose of; and



c) allows for the identification of luftfartsobjektet, in accordance

with this Protocol.



2. A contract of sale transfers the seller's law relating

luftfartsobjektet to the buyer in accordance with

the terms of the agreement.



3. The registration of a contract of sale shall be valid on

an indefinite period of time. Registration of a future sales,

continue to apply until it is repealed or, in

where applicable, for the period referred to in

registration expired.



Article VI



The powers of the representatives



A person may enter into a contract, or a sales contract,

and sign an international security interest in, or a

sale of, an aviation items, acting as agent,

Manager or other representative. In the property

should the person be entitled to invoke the rights and the

a security interest arising under the Convention.



Article VII



Description of item



A description of an aviation items that include

manufacturer's serial number, the manufacturer's name and

the model designation is necessary and sufficient for

identification of the item for the purposes of article 7 (c) of

Convention and article V (1) (c) of this Protocol.



Article VIII



Choice of applicable law



1. This article applies only where a Contracting

State has made a declaration in accordance with article XXX (1).



2. The parties to a contract, a contract of sale, or a

agreement of guarantee or after position may agree on

the law, in whole or in part, shall be applicable to

the terms of the agreement.



3. Unless otherwise agreed, the reference in the preceding

paragraph to the law chosen by the parties, refer to the designated

national legal provisions or, where that State comprises

several territorial areas, the law of the designated

territorial area.



Chapter II



Actions for breach of contract, priority and transfers



Article IX



Amendment of the provisions on action for breach



1. in addition to the measures listed in chapter III of

Convention, and provided that the debtor has at any

opportunity has given his consent thereto, the creditor may, in

situations specified in that chapter:



a) let unregister the aircraft; and



b) allow export and bring out the luftfartsobjektet from the

territory in which the property is located.



2. The creditor shall not implement the measures that have

specified in the preceding paragraph without the prior written consent

from the holders of registered securities with better

priority than the creditor's.



3. Article 8 (3) of the Convention shall not apply to

Aviation items. Any measure referred to in the Convention and

relating to an aviation items, shall be implemented in a


commercially reasonable manner. An action shall be deemed to be

conducted in a commercially reasonable manner if it is implemented

in conformity with a provision of the agreement, except in the

cases in which the provision is manifestly unreasonable.



4. A security holder who leaves the persons concerned a

written notice at least ten working days prior to the scheduled

sale or lease shall be deemed to have fulfilled the requirement of

"reasonable time" in article 8 (4) of the Convention. However, this shall

not prevent a security executives and a collateral provider or

a guarantor from agreeing to that message must be submitted

earlier.



5. subject to the laws, regulations and administrative provisions relating to the

aviation safety, the registering authority in a

Contracting State may respond to a request for

de-registration and export if:



a) petition duly made by a

the authorised party under a recorded irrevocable power of Attorney

regarding the deregistration and export; and if the



(b)) the authorized party, of the register authority so requests,

proof that all registered security rights, with

priority before the creditor who is represented, has been released

or that the holders of these securities has agreed

to the de-registration and export.



6. A security holder who intends to apply for deregistration

and export of an aircraft under paragraph 1 otherwise than

through the enforcement of a court ruling, in a reasonable

time in writing give information on upcoming deregistration

and exports to:



(a)) the interested persons referred to in article 1 (m) (i) and (ii) in

The Convention; as well as the



(b)) the interested persons referred to in the Convention's article

1 (m) (iii), which in a reasonable time before the deregistration and

exports have informed the security holder on their

rights.



Article X



Amendment of the provisions on interim measures



1. This article shall be applicable only if a

Contracting State has issued declaration under article

XXX (2) and only to the extent evidenced by

the explanation.



2. For the purposes of article 13 (1) of the Convention shall

the expression "promptly", in connection with the procurement of measures,

refers to the number of days specified in the Declaration of the

Contracting State in which the request has been submitted,

counting from the day of submission of the request.



3. Article 13 (1) of the Convention shall apply, with the addition of

the following provision immediately after subparagraph (d):



"(e) the sale and distribution of incomes from

the sale, if the debtor and the creditor specifically

so agree ",



and article 43 (2) shall apply with the extension "and (e)" after

' article 13 (1) (d) ".



4. proprietary rights or other rights of the debtor and that

transferred as a result of a sale under the preceding

point, is free from other security rights in front of the

creditor's international security interest has priority

in accordance with the provisions of article 29 of the Convention.



5. The creditor and the debtor or any other interested person

may in writing agree to exclude the application of

Article 13 (2) of the Convention.



6. with regard to the measures provided for in article IX (1):



a), they shall be made available by the Registrar and

any other administrative authorities, in a

Contracting State within five working days after the day on which the

the creditor notifies such authorities that the measure that

referred to in article IX (1) has been granted or, if the action has

granted by a foreign court, recognised by the

Contracting State, and the creditor has permission to

obtain these measures under the Convention; and



(b)), the competent authorities shall promptly provide the creditor

cooperation and assistance in the adoption of such measures in

accordance with applicable laws and regulations regarding

aviation safety.



7. paragraphs 2 to 6 shall not affect the appropriateness of

laws and regulations on aviation safety.



Article XI



Measures in the event of the insolvency



1. This article shall be applicable only if a

a Contracting State which has primary jurisdiction over a

insolvency case has issued declaration under article

XXX (3).

Option A



2. in an insolvency situation arises, the

the insolvency administrator or, as the omständligheterna,

the debtor, subject to paragraph 7, shall submit

luftfartsobjektet to the creditor no later than at the first of the

the dates below:



(a)) when the waiting period expired; and



(b)) at the time when the creditor would be entitled to take

luftfartsobjektet in possession of this item was not

applicable.



3. For the purposes of this article, "waiting time"

the time limit referred to in a declaration from the

Contracting Governments with primary jurisdiction over

insolvency case.



4. the references to the "insolvency administrator" in this article

refers to the person in its official capacity and not their

personal role.



5. Unless and until the creditor has not had the opportunity

to take possession under paragraph 2:



(a)), the insolvency administrator or, as the case

circumstances, the debtor may take measures with a view to

keep luftfartsobjektet and maintain it and its value

in accordance with the agreement; and



(b)), the creditor shall have the right to apply for all other

interim relief available under

required by applicable law.



6. Subparagraph (a) under the preceding paragraph shall not preclude

luftfartsobjektet used under agreements made in order

to preserve luftfartsobjektet, maintain and sustain

its value.



7. The insolvency administrator or, as the case may be,

the debtor may retain occupancy rights to

luftfartsobjektet if he was last at the time

set out in paragraph 2 have healed all other breaches than they

the insolvency proceedings have been initiated and have

committed to meet all future obligations in

accordance with the agreement. A second waiting period shall not apply

If these future obligations are not met.



8. The measures referred to in article IX (1):



(a)) shall be made available by the Registration Committee, and,

as the case may be, the competent administrative

the authorities of the Contracting State, within five

working days after the date on which the creditor has announced

authorities that the creditor has the right to obtain measures

in accordance with the Convention; and



(b)), the competent authorities shall promptly provide the creditor

cooperation and assistance with the implementation of the measures in

accordance with the laws, regulations and administrative provisions

applicable when it comes to aviation security.



9. No measures permitted by the Convention or

The Protocol, should be prevented or delayed after the

time set out in paragraph 2.



10. None of the debtor's obligations under the agreement,

change without the creditor's consent.



11. nothing in the preceding paragraph should be interpreted as

restrict insolvency trustee any power to

According to the applicable law to terminate the agreement.



12. No right and no security interest, with the exception of

legal rights or securities belonging to a

category covered by a declaration under article 39 (1)

The Convention, in connection with insolvency proceedings have

overrides the security rights that have been registered.



13. the Convention, as modified by article IX of the

This Protocol, shall apply for the implementation of

all the steps in this article.



Option B



2. in an insolvency situation arises, the

the insolvency administrator or, as the case may be,

at the request of the creditor, the debtor, within the time limit

specified in a declaration made by a Contracting State

in accordance with article XXX (3), notify the creditor if the debtor:



a) will heal any breach, apart from that which

consists in the insolvency proceedings are opened, and commit themselves

to fulfill any future obligations under

the agreement and related documents; or



b) will permit the creditor to take

luftfartsobjektet in possession in accordance with the applicable

team.



3. According to the law which is applicable under subparagraph (b) of the

the preceding paragraph, the Court may request additional

measures shall be taken, or that further security right should

asked.



4. The creditor shall prove their claim and show that

registration of the international security law occurred.



5. If the insolvency administrator or, as the case may be,

the debtor does not provide notice to the creditor in accordance

with paragraph 2, or when the insolvency administrator or the debtor

explains that the creditor will be able to take

luftfartsobjektet in possession, but to do so, may

the Court let the creditor to take possession of luftfartsobjektet

on the conditions and the Court, the Court may

require additional measures to be taken or

additional security.



6. Luftfartsobjektet may not be sold as long as the Court is not

taken a decision on the claim, and the international

the security law.



Article XII



Assistance in the event of the insolvency



1. This article shall apply only where a Contracting

State made a declaration in accordance with article XXX (1).



2. the courts of a Contracting State in which the

luftfartsobjektet is available, in accordance with the

Contracting State law as far as possible

cooperate with foreign courts and foreign

insolvency practitioners involved in the application of the provisions of

Article XI.



Article XIII



Power of Attorney for de-registration and export



1. This article shall only be applicable on a


Contracting State has made a declaration pursuant to article

XXX (1).



2. Where the debtor has issued an irrevocable power of Attorney for

deregistration and export, which are essentially follow

the annex to the Protocol, and have handed over the power of Attorney for

registration to the registering authority, power of Attorney

registered.



3. The person to whom the power of Attorney is issued (the

"authorized party") or the person to whom the authorization

the party appoints, shall be the only person who has the right to take

the measures provided for in article IX (1) and may do so only

in accordance with the mandate and applicable laws and

regulations on aviation safety. The debtor may not

revoke power of Attorney without the written consent of the

authorized party. The Registrar shall, at the request

by the authorised party, remove a proxy that has

entered in the register.



4. The Registrar and other administrative

authorities of the Contracting States shall promptly

cooperate with and provide support to the authorised party when

He takes action as provided in article IX.



Article XIV



Amendment of the provisions on priority



1. A buyer of aviation items by a registered

buy acquires the right to that item charge from a later

registered security right and from a non-registered

security interest, even if the buyer has knowledge of the non-

registered security right.



2. A buyer of an air transport object acquires the right to the

item subject to a security right that was

registered at the time of the acquisition.



3. ownership of or another right or security interest

in an aircraft engine, shall not be affected by whether the engine is mounted in the

or from an aircraft.



4. Article 29 (7) of the Convention shall be applied to an object,

other than an object, which is mounted in an airframe, a

aircraft engine or helicopter.



Article XV



Amendment of the provisions on the transfer



Article 33 (1) of the Convention applies with the following

the addition, immediately after subparagraph (b):



"and (c) the debtor has consented in writing), regardless of whether

consent has been provided before the transfer took place or not,

and regardless of whether the purchaser is identified or not. "



Article XVI



Rules on debtor



1. As long as the breach referred to in article 11 of the Convention

No, the debtor has the right to dispose of and

use the property in accordance with the terms of the agreement, in

relative to:



(a)) and the holder of its creditors a security right that

the debtor is free from under article 29 (4) of the Convention,

or in the capacity of buyer, article XIV (1) in this

The Protocol, if and to the extent that the debtor does not have

consented to something else; and



(b)) the holder of a security interest to which the debtor's

the right is the child in accordance with article 29 (4)

Convention, or in the capacity of buyer, article

XIV (2) of this Protocol, but only to the extent

that the proprietor has consented to this.



2. nothing in the Convention or this Protocol shall affect the

the creditor's liability for breach of contract under applicable law,

unless the contract relates to an aviation items.



Chapter III



Regulations on the registration of international

security interests in aviation items



Article XVII



The supervisory authority and the Registrar



1. the supervisory authority shall be the international body

designated by a resolution adopted by the

the diplomatic conference convened for the adoption of a

Convention on the loose stuff and an air transport protocol.



2. If the international body as referred to in the preceding paragraph

not can or is willing to act as supervisory authority,

should a conference between the signature and

States parties be convened to designate another

supervisory authority.



3. the supervisory authority as well as its management and employees should

shall enjoy such immunity from legal and administrative

procedures, under the provisions

applicable to them in the capacity of international agencies or

on other grounds.



4. the supervisory authority may establish a Committee of experts, whose

Members shall be appointed from among the persons proposed by the

signature and Contracting States, and that has

required skills and experience, and give this task

to assist the regulator in its tasks.



5. The first Registrar shall ensure the operation of the

international registry for a period of five years from the date

When this Protocol comes into force. Thereafter,

the regulator every five years to appoint a new Registrar

or extend the then Registrar's mandate.



Article XVIII



An initial regulatory framework



The first regulations shall be established by the supervisory authority

with effect from the date on which this Protocol enters into

force.



Article XIX



Designation of points of contact



1. subject to paragraph 2, a Contracting State

at any time, designate one or more bodies within their

territory to the contact point or points of contact, by

which it will, or may, to the international

the registry transmitted information required for registration,

with the exception of the registration of a notice of a

national security or if a right or

a security interest referred to in article 40 on the basis of the law of a

other State.



2. for the look of the contact point referred to in the preceding paragraph is

It is permitted, but not mandatory, to designate one or more

points of contact for information regarding the registration of

aircraft engines.



Article XX



Further amendments to the provisions relating to the registry



1. For the purposes of article 19 (6) of the Convention shall

search criteria for an aviation items be manufacturer's

name and serial number and model designation, together with the

the additional information needed for identification.

Such supplementary information shall be specified in

the regulatory framework.



2. For the purposes of applying article 25 (2) of the Convention and

in the circumstances specified therein, shall be the holder of a

registered prospective international interests or of a

the transfer of a registered prospective international

a security interest in, or the person in respect of whom a future

the sale has been registered, take measures to suspend the

registration no later than five working days after the receipt of a

the request pursuant to section.



3. the fees referred to in article 17 (2) (h) of the Convention shall

be determined so that they cover the reasonable costs of

the establishment, operation and regulation of the international

registry and reasonable expenses of the supervisory

activities in the performance of the duties referred to in article

17 (2) of the Convention.



4. The key functions of the international register

to be controlled and administered 24 hours a day by the Registrar. The

various contact points shall be active at least during the

Office hours that are applied in the respective territory.



5. The sum insured or the financial guarantee that

provided for in article 28 (4) of the Convention shall, for each

the injury event, not be less than the maximum value of a

Aviation items, as determined by the

the supervisory authority.



6. nothing in the Convention shall preclude the Registrar from can

take out insurance or guarantee to cover such

adverse events for which the Registrar is not liable under

Article 28 of the Convention.



Chapter IV



Jurisdiction



Article XXI



Amendment of the provisions on jurisdiction



For the purposes of article 43 of the Convention and with the

subject to article 42 of the Convention, a Court of a

Contracting State jurisdiction if the item is a

helicopter or aircraft hull of a

aircraft, in which the State is a State of registration.



Article XXII



Waiver of immunity



1. subject to paragraph 2, a waiver of

immunity from legal process in respect of courts

specified in article 42 or article 43 of the Convention, or in

question on the enforcement of rights and security interests

in respect of an air service items under the Convention, be

binding and, if the other conditions for jurisdiction and

enforcement are met, lead jurisdiction and allow

enforcement depending on the circumstances.



2. A waiver under the preceding paragraph must be

in writing and contain a description of

luftfartsobjektet.

Chapter V



Relation to other conventions



Article XXIII



Relation to the Convention on international

the recognition of rights of aircraft



The Convention has, for a Contracting State that is a party

to the Convention on the international recognition of the right

of aircraft, signed at Geneva on 19 June 1948,

primacy in relation to the latter Convention, in the

so far as it relates to aircraft, as defined in the

This Protocol, and luftfartsobjektet. With regard to the

rights or securities which are not covered by or

affected by the Convention, does not have the Convention priority

in front of the Geneva Convention.



Article XXIV



Relationship with the Convention for the unification of certain

rules relating to lien on aircraft



1. the Convention has, for a Contracting State that is

party to the Convention for the unification of certain

rules relating to lien on aircraft;

signed in Rome on 29 May 1933, seniority in relation

to the latter Convention, in so far as it concerns

aircraft, as defined in this Protocol.



2. A Contracting State which is a party to the Convention may, at the


ratification, acceptance or approval of this

Protocol, or when connecting to the same, explain

that State shall apply this article.



Article XXV



Relationship with the Unidroit Convention on international

financial leasing



The Convention prevails over the Unidroit Convention on

international financial leasing, signed at Ottawa on

May 28, 1988, to the extent the Convention is

apply to aviation items.



Chapter VI



Final provisions



Article XXVI



Signature, ratification, acceptance, approval or

connection



1. This Protocol is open for signature in

Cape Town on 16 november 2001 for States participating in

Diplomatic Conference in Cape Town on October 29 to 16

November 2001 for the adoption of a Convention relating to solve

things and an air transport protocol. After 16 november 2001

This Protocol shall be open for signature by all

States at the headquarters of the International Institute for

harmonisation of private law (Unidroit) in Rome until it

enters into force in accordance with Article XXVIII.



2. This Protocol shall be subject to ratification, acceptance or

be approved by the States which have signed it.



3. any State which does not sign the Protocol may

time thereafter join it.



4. Ratification, acceptance, approval or accession

takes place through the deposit of a formal instrument to that effect with the

the depositary.



5. A State may not become a party to this Protocol if it

not also is or becomes a party to the Convention.



Article XXVII



Regional economic integration organisations



1. A regional economic integration organisation that

constituted by sovereign States and has competence in certain

areas covered by this Protocol may similarly

sign, accept, approve or accede to the Protocol

to the regional organization for economic

integration should have the same rights and obligations as

a Contracting State may, to the extent that the organisation has

competence in areas covered by the Protocol. In the case of

the number of Contracting States is relevant in this

The Protocol, to the regional organization for economic

integration does not count as a Contracting State in addition to

the Member States which are Contracting States.



2. the signature, acceptance, approval or

the connection to the regional organization for economic

integration of the depositary declare with the

indication of where the areas covered by the Protocol,

which the Member States have transferred their competence to

the organization. The regional organization shall, without

immediately inform the depositary of any changes to it

the Division of powers, including new competencies transferred,

as stated in the Declaration.



3. any reference to a "Contracting State" or

"Contracting States" or "State party" or

"States parties" in this Protocol shall apply to

the same way for a regional organization for economic

integration, whenever the context so requires.



Article XXVIII



Date of entry into force



1. This Protocol shall enter into force on the first day of the

month following the deposit of three months has elapsed after

the day when the eighth instrument of ratification, acceptance,

approval or accession, between the

the States which have deposited such instruments.



2. For other States this Protocol enters into force on the

first day of the month following the deposit of three months

has elapsed after the day when the State's instrument of ratification,

acceptance approval or accession

was deposited.



Article XXIX



Territorial areas



1. If a Contracting State has territorial areas in

What are the different legal system applicable in areas regulated by

This Protocol, shall, upon ratification, acceptance,

approval or accession declare that this

The Protocol should be applicable in all its territorial areas

or only in one or some of these, and the State may

change the Declaration by providing a new

Declaration.



2. In such a declaration shall be explicitly stated in the

territorial areas Protocol shall apply.



3. If a Contracting State has not made any

declaration under paragraph 1, this Protocol shall apply

to all territorial areas of the State.



4. where a Contracting State extends the application of the

Protocol to include one or more of its

territorial areas, the declarations permitted under

The Protocol is delivered in respect of each of these

territorial areas and the explanations can be

different versions for different territorial areas.



5. If the Protocol according to a declaration made in accordance with

paragraph 1 shall apply to one or more territorial areas

in a Contracting State:



(a)) shall be considered as being in the debtor a Contracting State

only if the debtor has been formed under a law in force

in a territorial area to which the Convention and

The Protocol should be applied, or has its registered office, headquarters,

place of business or habitual residence in a territorial area where

The Convention and this Protocol apply;



(b)), any reference to where the object is in a

State party refer to where the item is in a

territorial area to which the Convention and this Protocol

is applicable; and



(c)), any reference to the administrative authorities in the

Contracting State is perceived as the competent

administrative authorities of the territorial area in which the

The Convention and this Protocol shall apply, and

any reference to the national register or

ships in that Contracting State shall

perceived as aircraft register or the register authority

in the territorial area or the territorial areas

which the Convention and this Protocol apply.



Article XXX



Declarations relating to certain provisions



1. A Contracting State may, by ratification,

acceptance or approval of this Protocol or

the connection to this, explaining that the State will

apply one or more of articles VIII, XII and XIII of the

This Protocol.



2. A Contracting State may, by ratification,

acceptance or approval of the Protocol or

the connection to this declare totally or partially

It will apply article X of this Protocol. If

the State emits this declaration shall state in respect article

X (2) specify the period prescribed.



3. A Contracting State may, by ratification,

acceptance or approval of the Protocol or

the connection to this declare that it will apply

alternative A or alternative B of article XI in their entirety and

shall, in that case, specify which, if any, types of

insolvency proceedings which it will apply alternative

(A) for which, if a few types of insolvency proceedings

It will apply alternative b. a Contracting

State which makes a declaration under this paragraph shall

specify the time limit provided for in article XI.



4. the courts of the Contracting States shall apply

Article XI in conformity with the Declaration made by the

the Contracting State which has primary jurisdiction for

insolvency proceedings.



5. A Contracting State may, by ratification,

acceptance or approval of the Protocol or

the connection to this decline in whole or in part

will not apply article XXI. In the Declaration,

specified under which conditions the relevant article will

to apply, whether it would apply only in part, or

What other provisional measures will be applied.



Article XXXI



Explanations by the Convention



The declarations made under the Convention, including

they made under articles 39, 40, 50, 53, 54, 55, 57,

58 and 60 of the Convention, shall also be deemed to have been given under

The Protocol, unless otherwise specified.



Article XXXII



Reservations and declarations



1. No reservation may be made to this Protocol, but

declarations permitted under articles XXIV, XXIX,

XXX, XXXI, XXXIII and XXXIV may be released in accordance with these

provisions.



2. any declaration or subsequent declaration or

All withdrawals of declarations made under this

The Protocol shall be notified in writing to the depositary.



Article XXXIII



Subsequent declarations



1. A State party may make a subsequent declaration,

with the exception of explanations that may be released in accordance with

Article XXXI under article 60 of the Convention, at any time

from the date of this Protocol in

relation to the State, through a report thereupon to the

the depositary.



2. Any such subsequent declaration shall take effect on the first

day of the month following six months

elapsed from the date on which the depositary receipt

notification. If the notification stated that the Declaration should be

effect only after a longer period of time, the Declaration shall take effect

When the time set has elapsed after the

the depositary received notification.



3. Notwithstanding the previous paragraphs, this Protocol shall continue

to apply, as if no such subsequent declaration

has been given in respect of all rights and security interests

incurred before the date of such subsequent

explanation was given effect.



Article XXXIV



Withdrawal of declarations




1. Each State party has made a declaration

According to this Protocol shall, with the exception of a

Declaration made in accordance with article XXXI

According to article 60 of the Convention, at any time revoke

Declaration by notification thereof to the depositary. A

such withdrawal shall take effect on the first day of the month

following the six months have elapsed from the

date on which the depositary has received the notification.



2. Notwithstanding the previous paragraph, this Protocol shall continue

to apply, as if no withdrawal of Declaration had

been made, in respect of all rights and interests which

incurred before the date on which the withdrawal was given effect.



Article XXXV



Termination



1. Each State party may denounce this Protocol

by written notification to the depositary.



2. Such denunciation shall take effect on the first day of the

month following after a period of 12 months has elapsed from the

the date on which the depositary received notification.



3. Notwithstanding the previous paragraphs, this Protocol shall continue

to apply, as if such a termination have not been, in

respect of all rights and security interests arising

before the date on which the termination was effective.



Article XXXVI



Conferences for evaluation, changes and related

questions



1. In consultation with the supervisory authority shall each depositary

years, or at any time if the circumstances so require,

prepare reports addressed to the States parties on

how the international regime established in the Convention,

in its amended version in accordance with the Protocol, work in

practice. The depositary shall prepare reports with

consideration of reports of the supervisory authority concerning the operation of the

international registration system.



2. At the request of at least twenty-five per cent of the States

Parties, the depositary, in consultation with the supervisory authority

organising regular evaluation conferences for review

by:



a) how the Convention, under the Protocol in its amended

as applied in practice and to what degree funding

against security rights in assets and financial leasing of

property that falls within the scope actually

facilitated by the Convention;



b) how the provisions of the Protocol and in the rules be interpreted

and applied;



c) how international the enrolment register;

Registrar's activities and the supervision of the supervisory authority

of the Registrar works, on the basis of

reports of the supervisory authority; and



d) whether Protocol or rules on the

International Register should be adjusted.



3. Every modification of the Protocol must be approved by at least two

thirds majority of the States parties, and that

participating in the Conference referred to in the previous subparagraph, and

the change takes then in force in relation to the States

which have ratified, accepted or approved the amendment, after

It has been ratified, accepted or approved by eight

States in accordance with the provisions of Article XXVIII of

The entry into force of the Protocol.



Article XXXVII



Depositary and its functions



1. instruments of ratification, acceptance, approval or

instruments of accession shall be deposited in international

Institute for harmonisation of private law (Unidroit),

hereinafter referred to as the depositary.



2. the depositary shall



a) notify all Contracting States of:



(i) each new signature or deposit of the

instrument of ratification, acceptance, approval or

instrument of accession and the date of this signature

or this landfill;



(ii) if the date of the entry into force of the Protocol;



(iii) if any declaration made under the Protocol, as well as

If the date of the Declaration;



(iv) if any withdrawal or modification of the explanations,

as well as of the date of such withdrawal or modification;

and



(v) if any notice of termination of the Protocol, as well as on

date of termination and if the date of termination shall be

effect;

(b) transmit certified true copies) of this

The Protocol to all Contracting States;



c) provide the supervisory authority and the Registrar with a copy of the

each instrument of ratification, acceptance, approval or

instrument of accession, together with the date of the deposit

of the instruments, as well as copies of the Declaration, or

withdrawal or amendment of a Declaration and if

notification of denunciation, together with the date of notification,

so that the information is complete and readily accessible; and



(d)) perform the other duties normally incumbent on

the depositaries.



Annex



FORM OF IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST

AUTHORISATION



Annex referred to in Article XIII



[Insert Date]



To: [Insert Name of Registry Authority]



Re: Irrevocable De-Registration and Export Request

Authorisation



The undersigned is the registered [operator] [owner] 2 of the

[insert the airframe/helicopter manufacturer name and model

number] bearing manufacturers serial number [insert

manufacturer's serial number] and registration [number]

[mark] [insert registration number/mark] (together with all

installed, incorporated or attached accessories, parts and

equipment, the "aircraft").



This instrument is an irrevocable de-registration and export

request authorisation issued by the undersigned in favour of

[insert name of creditor] ("the authorised party") under the

authority of Article XIII of the Protocol to the Convention

on International Interests in Mobile Equipment on Matters

specific to Aircraft Equipment. In accordance with that

Article, the undersigned hereby requests:



(i) recognition that the authorised party or the person it

certifies as its designee is the sole person entitled to:



a) procure the de-registration of the aircraft from the

[insert name of aircraft register] maintained by the [insert

name of registry authority] for the purposes of Chapter III

of the Convention on International Civil Aviation, signed at

Chicago, on 7 December 1944, and



b) procure the export and physical transfer of the aircraft

from [insert name of country]; and



(ii) confirmation that the authorised party or the person it

certifies as its designee may take the action specified in

clause (i) above on written demand without the consent of the

undersigned and that, upon such demand, the authorities in

[insert name of country] shall co-operate with the authorised

party with a view to the speedy completion of such action.



The rights in favour of the authorised party established by

This instrument may not be revoked by the undersigned without

the written consent of the authorised party.



Please acknowledge your agreement to this request and its

terms by appropriate notation in the space provided below and

lodging this instrument in [insert name of registry

authority].



[insert name of operator/owner]



_________________________



Agreed to and lodged this



[insert date]



By: [insert name of signatory]



The its: [insert title of signatory]



_________________________



[insert relevant notational details]



Annex



FORMS RELATING TO THE IRREVOCABLE POWER OF ATTORNEY FOR THE UNREGISTERING

AND EXPORT



Annex referred to in article XIII



[date]



Addressee: [task of the latter name]



Subject: Irrevocable power of Attorney for the unregistering and

export



The undersigned is the registered [operator] [owner] of

[enter the name of the manufacturer and

aircraft-/helikopterskrovmodellen], which has the manufacturer's

serial number [insert number] and registered as

[registration numbers] [letter] [enter

registration number/letter] (and accessories, parts and

equipment that is installed, built-in or attached in

This, hereinafter referred to as the aircraft).



This instrument is an irrevocable power of Attorney for

deregistration and export, issued by yours truly to

[type the creditor] (hereinafter referred to as the authorised party) in

accordance with article XIII of the Protocol issues

specially relating to aircraft equipment to the Convention on the

international interests in mobile equipment.

The undersigned requests in accordance with the above-mentioned article

If



(i) that the authorised party or the person he appoints

for this purpose, to be recognised as the only person who is

authorized to



a) unsubscribe aircraft in [specify aircraft register],

maintained by the [insert registermyndighet] in accordance with Chapter

(III) of the Convention on International Civil Aviation,

signed at Chicago on 7 december 1944, and



b) allow the export and physical transfer of the aircraft [from]

[insert country],



(ii) it is confirmed that the authorised party or

person whom he appoints for the purpose may take the measures

referred to in point (i)) above upon written request and without

signed consent and that the authorities in [insert country]

upon receipt of the request is partnering with the authorised

party to the measures in question as a matter of urgency to

enforced.



The rights conferred by this Act, the authorized

Party may not be revoked by the undersigned without the

authorized party's written consent.



You will be asked to indicate that you accept this authorization by

appropriately fill the details below in this document

as well as depositing it in [specify registermyndighet].



[the operator's/owner's name]



_________________________



Approved and deposited the



[enter date]



by: [name and title]



_________________________



[the necessary notes]