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Third Session, 45th General Assembly 55 Elizabeth II, 2006 |
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AN ACT TO IMPLEMENT THE CONVENTION
ON INTERNATIONAL INTERESTS IN |
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Received and Read the First Time................................................................... |
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Second
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Committee...................................................................................................... |
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Third
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Royal Assent................................................................................................... |
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HONOURABLE Minister of Justice and Attorney General |
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Ordered to be printed by
the Honourable House of Assembly |
EXPLANATORY NOTE The purpose of this Bill is to
implement the convention respecting the international interests in mobile
aircraft equipment. This Bill parallels similar Acts in other Canadian
provinces and arises from recommendations of the Uniform Law Conference of
Canada. |
A AN ACT TO IMPLEMENT THE CONVENTION ON
INTERNATIONAL INTERESTS IN Analysis 1. Short title 2. Definitions 3. Inconsistency 4. Binding on Crown 5.
Request to government of 6. Force of law 7. Court 8. Regulations 9. Publication 10. Commencement Schedule A Schedule B Be it enacted by the Lieutenant-Governor and House of Assembly in Legislative Session convened, as follows: Short title 1. This Act may be cited as the International Interests in Mobile Aircraft Equipment Act. Definitions 2. (1) In this Act (a) "Aircraft Protocol" means the Protocol to the Convention on International Interests in Mobile Equipment in Matters Specific to Aircraft Equipment that was opened for signature at Cape Town on November 16, 2001, the text of which is set out in Schedule B; (b) "Convention" means the Convention on International Interests in Mobile Equipment that was opened for signature at Cape Town on November 16, 2001, the text of which is set out in Schedule A; and (c) "minister" means the minister appointed under the Executive Council Act to administer this Act. (2) Words and expressions used in this Act have the same meaning as the corresponding words and expressions used in the Convention and the Aircraft Protocol. (3) In interpreting the Convention and the Aircraft Protocol, recourse may be had to (a) the Explanatory Report and Commentary on the Diplomatic Conference to Adopt a Mobile Equipment Convention and an Aircraft Protocol, held under the joint auspices of the International Civil Aviation Organization and the International Institute for the Unification of Private Law at Cape Town from October 29 to November 16, 2001; and (b) the consolidated text
of the Convention and the Aircraft Protocol of which the Conference took note
in its Resolution No. 1. Inconsistency 3. In the event of an inconsistency between this Act and another law, this Act prevails to the extent of the inconsistency. Binding on Crown 4. This
Act binds the Crown. Request to government
of 5. (1) The minister may request the Government of Canada to declare, in accordance with Article 52 of the Convention and Article XXIX of the Aircraft Protocol, that the Convention and the Aircraft Protocol extend to the province. (2) The minister, at the time a request is made under subsection (1), may request the Government of Canada to make a declaration in accordance with Article 39 of the Convention in respect of the province. (3) The minister, from time to time, may request
the Government of Canada to make a subsequent declaration in accordance with
Article 57 of the Convention and Article XXXIII of the Aircraft Protocol, in
relation to Article 39 of the Convention, in respect of the province. (4) The minister, at the time a request under subsection (1) is made, may request the Government of Canada to make a declaration in accordance with Article 40 of the Convention in respect of the province. (5) The minister, from time to time, may request the Government of Canada to make a subsequent declaration in accordance with Article 57 of the Convention and Article XXXIII of the Aircraft Protocol, in relation to Article 40 of the Convention, in respect of the province. Force of law 6. (1) The Convention, other than Articles 49 to 59, 61 and 62, and the Aircraft Protocol, other than paragraphs 1 and 2 of Article IX, paragraphs 1 and 2 of Article X and Articles XIII and XXVI to XXXVII, have the force of law in the province. (2) Subsection (1) applies on and after the day the Convention and the Aircraft Protocol enter into force in accordance with Articles 49 and 52 of the Convention and Articles XXVIII and XXIX of the Aircraft Protocol. Court 7. The Trial Division is the relevant court for the purpose of Article 53 of the Convention. Regulations 8. (1) The Lieutenant-Governor in Council may make regulations that are necessary to give effect to provisions that have the force of law under subsection 6(1), including regulations (a) prescribing categories of non-consensual rights and interests for the purpose of Article 39 of the Convention; and (b) prescribing categories of non-consensual rights and interests for the purpose of Article 40 of the Convention. (2) Regulations made under subsection (1) apply (a) in the case of regulations in relation to declarations referred to in subsections 5(2) and (4), on and after the day on which subsection 6(1) commences to apply as provided under subsection 6(2); and (b) in the case of regulations in relation to subsequent declarations referred to in subsections 5(3) and (5), on and after the day on which the subsequent declarations take effect as provided by Article 57(2) of the Convention and Article XXXIII(2) of the Aircraft Protocol. Publication 9. (1) The minister shall publish in Part I of the Gazette a notice setting out the day on which the Convention and the Aircraft Protocol enter into force in the province. (2) The minister shall publish in Part I of the Gazette the regulations referred to in Article 17(2)(d) of the Convention, and amendments to those regulations. Commencement 10. This Act shall come into force on a date to be proclaimed by the Lieutenant-Governor in Council. Schedule A CONVENTION ON INTERNATIONAL INTERESTS IN
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 leasing 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 I Article 1 -- Definitions In this Convention, except where the context otherwise requires, the following terms are employed with the meanings set out below: (a) "agreement" means a security agreement, a title reservation agreement or a leasing agreement; (b) "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; (c) "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; (d) "commencement of the insolvency proceedings" means the time at which the insolvency proceedings are deemed to commence under the applicable insolvency law; (e) "conditional buyer" means a buyer under a title reservation agreement; (f) "conditional seller" means a seller under a title reservation agreement; (g) "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; (h) "court"
means a court of law or an administrative or arbitral tribunal established by a
(i) "creditor" means a chargee under a security agreement, a conditional seller under a title reservation agreement or a lessor under a leasing agreement; (j) "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; (k) "insolvency administrator" means a person authorised to administer the reorganization or liquidation, including one authorised on an interim basis, and includes a debtor in possession if permitted by the applicable insolvency law; (l) "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 reorganization or liquidation; (m) "interested persons" means: (i) the debtor, (ii) any person who, for the purpose of assuring performance of any of the obligations 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; (n) "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 transaction has been registered in a national registry in that Contracting State which has made a declaration under Article 50(1); (o) "international interest" means an interest held by a creditor to which Article 2 applies; (p) "International Registry" means the international registration facilities established for the purposes of this Convention or the Protocol; (q) "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; (r) "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); (s) "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; (t) "notice of a national interest" means notice registered or to be registered in the International Registry that a national interest has been created; (u) "object" means an object of a category to which Article 2 applies; (v) "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); (w) "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; (x) "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; (y) "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; (z) "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 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 body designated by that Protocol or appointed under Article 17(2)(b); (ff) "regulations" means regulations made or approved by 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 obligation 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 leasing 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 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 sub-paragraph (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 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 (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 4. Where a State comprises 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 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 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 obligations to be determined, but without the need to state a sum or maximum sum secured. CHAPTER 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 (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 unreasonable. 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 obligations. 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 obligations. 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 obligations.
3. The court shall grant an application under the preceding paragraph
only if the amount of the secured obligations 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 sale
of the charged object or the making of an order under 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 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 provisions of Article 29. Article 10 -- Remedies of conditional seller or lessor 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, "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 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 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 its obligations to the debtor under this Convention or the Protocol; or (b) fails to establish
its claim, wholly or in part, on 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 persons. 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 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 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 contractual subrogations 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 obligations 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 International Registry and perform the functions assigned to it by this Convention, the Protocol and the regulations. CHAPTER V 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 20); (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 enquire 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 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 prescribed by 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 contractual
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 prescribed by the Protocol and
regulations, make or request a search of 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 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
non-consensual right or interest communicated to the Registrar by the Depositary
as having been declared by Article 24 -- Evidentiary value of certificates A document in the form 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 obligations secured by a registered security interest or
the obligations 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 fulfilled, 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 obligations 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 prescribed by this Chapter. CHAPTER VI 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 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 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 in 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 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 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 Article 31 -- Effects of assignment 1. Except as otherwise agreed by the parties, an assignment of associated rights made in conformity with Article 32 also transfers to the assignee: (a) the related international interest; and (b) all the interests and
priorities of the assignor under this Convention. 2. Nothing in this Convention prevents a partial assignment of the
assignor's associated rights. In the case of such a partial assignment the
assignor and assignee may agree as to their respective rights concerning the
related international interest assigned under the preceding paragraph but not
so as adversely to affect the debtor without its consent. 3. Subject to paragraph 4, the applicable law shall determine the
defences and rights of set-off available to the debtor against the assignee. 4. The debtor may at any time by agreement in writing waive all or any
of the defences and rights of set-off referred to in the preceding paragraph other
than defences arising from fraudulent acts on the part of the assignee. 5. In the case of an assignment by way of security, the assigned associated rights revest in the assignor, to the extent that they are still subsisting, when the obligations secured by the assignment have been discharged. Article 32 -- Formal requirements of
assignment 1. An assignment of associated rights transfers the related international interest only if it: (a) is in writing; (b) enables the associated rights to be identified under the contract from which they arise; and (c) in the case of an
assignment by way of security, enables the obligations secured by the
assignment to be determined in accordance with the Protocol but without the
need to state a sum or maximum sum secured. 2. An assignment of an international interest created or provided for
by a security agreement is not valid unless some or all related associated
rights also are assigned. 3. This Convention does not apply to an assignment of associated rights which is not effective to transfer the related international interest. Article 33 -- Debtor's duty to assignee 1. To the extent that associated rights and the related international interest have been transferred in accordance with Articles 31 and 32, the debtor in relation to those rights and that interest is bound by the assignment and has a duty to make payment or give other performance to the assignee, if but only if: (a) the debtor has been given notice of the assignment in writing by or with the authority of the assignor; and (b) the notice identifies
the associated rights. 2. Irrespective of any other ground on which payment or performance by
the debtor discharges the latter from liability, payment or performance shall
be effective for this purpose if made in accordance with the preceding
paragraph. 3. Nothing in this Article shall affect the priority of competing assignments. Article 34 -- Default remedies in respect of assignment by way of security In the event of default by the assignor under the assignment of associated rights and the related international interest made by way of security, Articles 8, 9 and 11 to 14 apply in the relations between the assignor and the assignee (and, in relation to associated rights, apply in so far as those provisions are capable of application to intangible property) as if references: (a) to the secured obligation and the security interest were references to the obligation secured by the assignment of the associated rights and the related international interest and the security interest created by that assignment; (b) to the chargee or creditor and chargor or debtor were references to the assignee and assignor; (c) to the holder of the international interest were references to the assignee; and (d) to the object were references to the assigned associated rights and the related international interest. Article 35 -- Priority of competing
assignments 1. Where there are competing assignments of associated rights and at
least one of the assignments includes the related international interest and is
registered, the provisions of Article 29 apply as if the references to a
registered interest were references to an assignment of the associated rights
and the related registered interest and as if references to a registered or
unregistered interest were references to a registered or unregistered assignment.
2. Article 30 applies to an assignment of associated rights as if the references to an international interest were references to an assignment of the associated rights and the related international interest. Article 36 -- Assignee's priority with
respect to associated rights 1. The assignee of associated rights and the related international interest whose assignment has been registered only has priority under Article 35(1) over another assignee of the associated rights: (a) if the contract under which the associated rights arise states that they are secured by or associated with the object; and (b) to the extent that
the associated rights are related to an object. 2. For the purposes of sub-paragraph (b) of the preceding paragraph, associated rights are related to an object only to the extent that they consist of rights to payment or performance that relate to: (a) a sum advanced and utilised for the purchase of the object; (b) a sum advanced and utilised for the purchase of another object in which the assignor held another international interest if the assignor transferred that interest to the assignee and the assignment has been registered; (c) the price payable for the object; (d) the rentals payable in respect of the object; or (e) other obligations
arising from a transaction referred to in any of the preceding sub-paragraphs. 3. In all other cases, the priority of the competing assignments of the associated rights shall be determined by the applicable law. Article 37 -- Effects of assignor's insolvency The provisions of Article 30 apply to insolvency proceedings against the assignor as if references to the debtor were references to the assignor. Article 38 -- Subrogation 1. Subject to paragraph 2, nothing in this Convention affects the
acquisition of associated rights and the related international interest by
legal or contractual subrogation under the applicable law. 2. The priority between any interest within the preceding paragraph and a competing interest may be varied by agreement in writing between the holders of the respective interests but an assignee of a subordinated interest is not bound by an agreement to subordinate that interest unless at the time of the assignment a subordination had been registered relating to that agreement. CHAPTER X Article 39 -- Rights having priority
without registration 1. A (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 insolvency proceedings; and (b) that nothing in this Convention shall affect
the right of a State or State entity, intergovernmental organization 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, organization 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 former 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 CHAPTER XI Article 41 -- 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 Article 42 -- Choice of forum 1. Subject to Articles 43 and 44, the courts of a 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 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 3. A 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 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 insolvency proceedings. CHAPTER XIII 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 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 CHAPTER XIV Article 47 -- Signature, ratification,
acceptance, approval or accession 1. This Convention shall be open for signature in 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 Organizations 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 obligations of a 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 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 instrument 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 2. Notwithstanding the preceding paragraph, the provisions of Articles
8(4), 9(1), 16, Chapter V, Article 29, and any provisions of this Convention
relating to registered interests 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 organizations 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 organizations, and shall invite such States and
organizations 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 organizations as the Depositary considers appropriate. Such
non-governmental organizations 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 4. Where a 5. If by virtue of a declaration under paragraph 1, this Convention
extends to one or more territorial units of a (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 (c) any reference to the
administrative authorities in that Article 53 -- Determination of courts A 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 Article 55 -- Declarations regarding relief pending final determination A 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 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 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 regimen 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 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. Where 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 Conference under the authority of the President of the Conference within ninety days hereof as to the conformity of the texts with one another. Schedule B PROTOCOL TO THE CONVENTION ON
INTERNATIONAL INTERESTS IN 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 HAVE AGREED upon the following provisions relating to aircraft equipment: CHAPTER I Article I -- 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 kilograms, 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 (h) "common mark registering authority" means the authority maintaining a register in accordance with Article 77 of 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; (i) "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 obligations 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 rotors 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 kilograms, together with all installed, incorporated or attached accessories, parts and equipment (including rotors), 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 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 (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 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 Article IV -- Sphere of application 1. Without prejudice to Article 3(1) of the Convention, 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 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 part; (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 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 period, 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 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 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 contractual rights and obligations, 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 comprises several territorial units, to the domestic law of the designated territorial unit. CHAPTER II Article IX -- Modification of default
remedies provisions 1. In addition to the remedies specified in 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 unreasonable. 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 (a) the request is properly submitted by the authorised party under a recorded irrevocable de-registration and export request authorization; 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 authorization 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 de-registration 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 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 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 Alternative A 2. Upon the occurrence of an insolvency-related event, 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 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 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 obligations
under the agreement. A second waiting period shall not apply in respect of a
default in the performance of such future obligations. 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 obligations 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 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 obligations, 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 2. The courts of a Article XIII -- De-registration and
export request authorization 1. This Article applies only where a 2. Where the debtor has issued an irrevocable de-registration and
export request authorization substantially in the form annexed to this Protocol
and has submitted such authorization for recordation to the registry authority,
that authorization shall be so recorded. 3. The person in whose favour the authorization 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 authorization and applicable aviation safety
laws and regulations. Such authorization may not be revoked by the debtor
without the consent in writing of the authorised party. The registry authority
shall remove an authorization 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 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 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 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 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 Supervisory Authority associated with the performance
of the functions, 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 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 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 Article XXIII -- Relationship with the Convention on the International Recognition of Rights in Aircraft The Convention shall, for a 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 2. A Article XXV -- Relationship with the UNIDROIT Convention on International Financial Leasing The Convention shall supersede the UNIDROIT
Convention on International Financial Leasing signed at CHAPTER VI Article XXVI -- Signature, ratification,
acceptance, approval or accession 1. This Protocol shall be open for signature in 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 Organizations 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 Organization shall in that case have the rights
and obligations of a 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 4. Where a 5. If by virtue of a declaration under paragraph 1, this Protocol
extends to one or more territorial units of a (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 (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 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 territorial unit or units to which the Convention and this Protocol apply. Article XXX -- Declarations relating to
certain provisions 1. A 2. A 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 4. The courts of Contracting States shall apply Article XI in conformity
with the declaration made by the 5. A 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 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 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 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. IN WITNESS WHEREOF the undersigned Plenipotentiaries, having been duly authorised, have signed this Protocol. 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 Conference under the authority of the President of the Conference within ninety days hereof as to the conformity of the texts with one another. ANNEX
Annex referred to in Article XIII [Insert Date] To: [Insert Name of Registry Authority] Re: Irrevocable De-Registration and Export Request Authorization The undersigned is the registered [operator] [owner]* 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 authorization 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 (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. * Select the term that reflects the relevant nationality registration criterion. 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] Its: [insert title
of signatory] ŠEarl G. Tucker,
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