Schedule 1

or a leasing agreement;

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otherwise, confers on the assignee associated rights with or without a

transfer of the related international interest;

by a debtor under an agreement which are secured by or associated

with the object;

which the insolvency proceedings are deemed to commence under the

applicable insolvency law;

to a buyer which is not an agreement as defined in (a) above;

established by a Contracting State;

seller under a title reservation agreement or a lessor under a leasing

agreement;

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;

the reorganisation or liquidation, including one authorised on an

interim basis, and includes a debtor in possession if permitted by the

applicable insolvency law;

collective judicial or administrative proceedings, including interim

proceedings, in which the assets and affairs of the debtor are subject to

control or supervision by a court for the purposes of reorganisation or

liquidation;

any of the obligations in favour of the creditor, gives or issues a

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suretyship or demand guarantee or a standby letter of credit or

any other form of credit insurance;

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);

Article 2 applies;

established for the purposes of this Convention or the Protocol;

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;

created by an internal transaction covered by a declaration under

Article 50(1);

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

organisation;

registered in the International Registry that a national interest has been

created;

or over an object created or arising before the effective date of this

Convention as defined by Article 60(2)(a);

from the total or partial loss or physical destruction of the object or its

total or partial confiscation, condemnation or requisition;

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

not the occurrence of the event is certain;

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;

future, upon the occurrence of a stated event, whether or not the

occurrence of the event is certain;

rights to which this Convention applies, the Protocol in respect of that

category of object and associated rights;

Chapter V;

non-consensual right or interest or a national interest specified in a

notice of a national interest registered pursuant to Chapter V;

right or interest registrable pursuant to a declaration deposited under

Article 40;

designated by that Protocol or appointed under Article 17(2)(b);

Authority pursuant to the Protocol;

of sale;

interest;

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;

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Supervisory Authority referred to in Article 17(1);

object on terms that ownership does not pass until fulfilment of the

condition or conditions stated in the agreement;

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

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:

agreement; or

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:

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.

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Article 3 — Sphere of application

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

creating or providing for the international interest, the debtor is situated in a

Contracting State.

2. The fact that the creditor is situated in a non-Contracting State does not affect

the applicability of this Convention.

Article 4 — Where debtor is situated

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

State:

2. A reference in sub-paragraph (d) of the preceding paragraph to the debtor’s

place of business shall, if it has more than one place of business, mean its principal

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

Article 5 — Interpretation and applicable law

1. In the interpretation of this Convention, regard is to be had to its purposes as

set forth in the preamble, to its international character and to the need to promote

uniformity and predictability in its application.

2. Questions concerning matters governed by this Convention which are not

expressly settled in it are to be settled in conformity with the general principles on

which it is based or, in the absence of such principles, in conformity with the

applicable law.

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

applicable by virtue of the rules of private international law of the forum State.

4. Where a State 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.

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Article 6 — Relationship between the Convention

and the Protocol

1. This Convention and the Protocol shall be read and interpreted together as a

single instrument.

2. To the extent of any inconsistency between this Convention and the Protocol,

the Protocol shall prevail.

CHAPTER II

CONSTITUTION OF AN INTERNATIONAL INTEREST

Article 7 — Formal requirements

An interest is constituted as an international interest under this Convention where

the agreement creating or providing for the interest:

has power to dispose;

be determined, but without the need to state a sum or maximum sum

secured.

CHAPTER III

DEFAULT REMEDIES

Article 8 — Remedies of chargee

1. In the event of default as provided in Article 11, the chargee may, to the extent

that the chargor has at any time so agreed and subject to any declaration that may

be made by a Contracting State under Article 54, exercise any one or more of the

following remedies:

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.

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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:

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

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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:

under Article 54, terminate the agreement and take possession or

control of any object to which the agreement relates; or

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:

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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:

its obligations to the debtor under this Convention or the Protocol; or

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

THE INTERNATIONAL REGISTRATION SYSTEM

Article 16 — The International Registry

1. An International Registry shall be established for registrations of:

interests,

prospective

international

interests

and

registrable non-consensual rights and interests;

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of

international

interests

by

legal

or

contractual

subrogations under the applicable law;

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:

Registrar;

the International Registry in the event of a change of Registrar will vest

in or be assignable to the new Registrar;

ensure the publication of regulations pursuant to the Protocol dealing

with the operation of the International Registry;

administrative

procedures

through

which

complaints

concerning the operation of the International Registry can be made

to the Supervisory Authority;

as the Supervisory Authority thinks fit;

services and facilities of the International Registry;

electronic registration system exists to implement the objectives of

this Convention and the Protocol; and

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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

OTHER MATTERS RELATING TO REGISTRATION

Article 18 — Registration requirements

1. The Protocol and regulations shall specify the requirements, including the

criteria for the identification of the object:

electronic transmission of any consent from any person whose consent

is required under Article 20);

thereto;

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 Contracting State may designate an entity or

entities in its territory as the entry point or entry points through which the

information required for registration shall or may be transmitted to the

International Registry. A Contracting State making such a designation may

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specify the requirements, if any, to be satisfied before such information is

transmitted to the International Registry.

Article 19 — Validity and time of registration

1. A registration shall be valid only if made in conformity with Article 20.

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

information into the International Registry data base so as to be searchable.

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

at the time when:

number; and

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.

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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:

statement indicating the date and time of registration of such

information; or

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 Contracting States in conformity

with Articles 39 and 40 and the date of each such declaration or withdrawal of

declaration. Such list shall be recorded and searchable in the name of the declaring

State and shall be made available as provided in the Protocol and regulations to

any person requesting it.

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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:

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.

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CHAPTER VI

PRIVILEGES AND IMMUNITIES OF THE SUPERVISORY

AUTHORITY AND THE REGISTRAR

Article 27 — Legal personality; immunity

1. The Supervisory Authority shall have international legal personality where

not already possessing such personality.

2. The Supervisory Authority and its officers and employees shall enjoy such

immunity from legal or administrative process as is specified in the Protocol.

3.—

other privileges as may be provided by agreement with the host State.

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 VII

LIABILITY OF THE REGISTRAR

Article 28 — Liability and financial assurances

1. The Registrar shall be liable for compensatory damages for loss suffered by a

person directly resulting from an error or omission of the Registrar and its officers

and employees or from a malfunction of the international registration system

except where the malfunction is caused by an event of an inevitable and irresistible

nature, which could not be prevented by using the best practices 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

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responsible and arising prior to receipt of registration information at the

International Registry.

3. Compensation under paragraph 1 may be reduced to the extent that the person

who suffered the damage caused or contributed to that damage.

4. The Registrar shall procure insurance or a financial guarantee covering the

liability referred to in this Article to the extent determined by the Supervisory

Authority, in accordance with the Protocol.

CHAPTER VIII

EFFECTS OF AN INTERNATIONAL INTEREST

AS AGAINST THIRD PARTIES

Article 29 — Priority of competing interests

1. A registered interest has priority over any other interest subsequently

registered and over an unregistered interest.

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

applies:

actual knowledge of the other interest; and

interest with such knowledge.

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

interest; and

such an interest.

4. The conditional buyer or lessee acquires its interest in or right over that

object:

international interest held by its conditional seller or lessor; and

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

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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:

held prior to its installation on an object if under the applicable law

those rights continue to exist after the installation; and

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:

avoidance of a transaction as a preference or a transfer in fraud of

creditors; or

which is under the control or supervision of the insolvency

administrator.

CHAPTER IX

ASSIGNMENTS OF ASSOCIATED RIGHTS AND INTERNATIONAL

INTERESTS; RIGHTS OF SUBROGATION

Article 31 — Effects of assignment

1. Except as otherwise agreed by the parties, an assignment of associated rights

made in conformity with Article 32 also transfers to the assignee:

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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:

which they arise; and

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:

the authority of the assignor; and

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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:

the obligation secured by the assignment of the associated rights and

the related international interest and the security interest created by

that assignment;

assignee and assignor;

assignee; and

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.

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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:

are secured by or associated with the object; and

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:

which the assignor held another international interest if the assignor

transferred that interest to the assignee and the assignment has been

registered;

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.

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CHAPTER X

RIGHTS OR INTERESTS SUBJECT TO DECLARATIONS

BY CONTRACTING STATES

Article 39 — Rights having priority without registration

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

Depositary of the Protocol declare, generally or specifically:

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

entity, intergovernmental organisation or other private provider of

public services to arrest or detain an object under the laws of that State

for payment of amounts owed to such entity, organisation or provider

directly relating to those services in respect of that object or another

object.

2. A declaration made under the preceding paragraph may be expressed to cover

categories that are created after the deposit of that declaration.

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

and only if the 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 Contracting State may at any time in a declaration deposited with the

Depositary of the Protocol list the categories of non-consensual right or interest

which shall be registrable under this Convention as regards any category of object

as if the right or interest were an international interest and shall be regulated

accordingly. Such a declaration may be modified from time to time.

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CHAPTER XI

APPLICATION OF THE CONVENTION TO SALES

Article 41 — Sale and prospective sale

This Convention shall apply to the sale or prospective sale of an object as

provided for in the Protocol with any modifications therein.

CHAPTER XII

JURISDICTION

Article 42 — Choice of forum

1. Subject to Articles 43 and 44, the courts of a Contracting State chosen by the

parties to a transaction have jurisdiction in respect of any claim brought under this

Convention, whether or not the chosen forum has a connection with the parties or

the transaction. Such jurisdiction shall be exclusive unless otherwise agreed

between the parties.

2. Any such agreement shall be in writing or otherwise concluded in accordance

with the formal requirements of the law of the chosen forum.

Article 43 — Jurisdiction under Article 13

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

Contracting State on the territory of which the object is situated have jurisdiction

to grant relief under Article 13(1)(a), (b), (c) and Article 13(4) in respect of that

object.

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

virtue of Article 13(4) may be exercised either:

is situated, being relief which, by the terms of the order granting it, is

enforceable only in the territory of that Contracting State.

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 Contracting State or by arbitration.

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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

RELATIONSHIP WITH OTHER CONVENTIONS

Article 45 bis — Relationship with the United Nations Convention on the

Assignment of Receivables in International Trade

This Convention shall prevail over the United Nations Convention on the

Assignment of Receivables in International Trade, opened for signature in New

York on 12 December 2001, as it relates to the assignment of receivables which

are associated rights related to international interests in aircraft objects, railway

rolling stock and space assets.

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Article 46 — Relationship with the UNIDROIT Convention

on International Financial Leasing

The Protocol may determine the relationship between this Convention and the

UNIDROIT Convention on International Financial Leasing, signed at Ottawa on

28 May 1988.

CHAPTER XIV

FINAL PROVISIONS

Article 47 — Signature, ratification, acceptance, approval or accession

1. This Convention shall be open for signature in Cape Town on 16 November

2001 by States participating in the Diplomatic Conference to Adopt a Mobile

Equipment Convention and an Aircraft Protocol held at Cape Town from

29 October to 16 November 2001. After 16 November 2001, the Convention shall

be open to all States for signature at the Headquarters of the International Institute

for the Unification of Private Law (UNIDROIT) in Rome until it enters into force

in accordance with Article 49.

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

States which have signed it.

3. Any State which does not sign this Convention may accede to it at any time.

4. Ratification, acceptance, approval or accession is effected by the deposit of a

formal instrument to that effect with the Depositary.

Article 48 — Regional Economic Integration Organisations

1. A Regional Economic Integration Organisation 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 Organisation shall in that case have the rights and

obligations of a Contracting State, to the extent that that Organisation has

competence over matters governed by this Convention. Where the number of

Contracting States is relevant in this Convention, the Regional Economic

Integration Organisation shall not count as a Contracting State in addition to its

Member States which are Contracting States.

2. The Regional Economic Integration Organisation shall, at the time of

signature, acceptance, approval or accession, make a declaration to the Depositary

specifying the matters governed by this Convention in respect of which

competence has been transferred to that Organisation by its Member States.

The Regional Economic Integration Organisation shall promptly notify the

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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 Organisation 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:

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

or accession to the Protocol, declare that this Convention shall not apply to a

transaction which is an internal transaction in relation to that State with regard to

all types of objects or some of them.

2. Notwithstanding the preceding paragraph, the provisions of Articles 8(4),

9(1), 16, Chapter V, Article 29, and any 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 organisations as the Depositary considers appropriate,

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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 organisations, and shall invite such States and organisations 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

organisations as the Depositary considers appropriate. Such non-governmental

organisations shall be invited promptly to submit comments on the text of the

preliminary draft Protocol to the Depositary and to participate as observers in the

preparation of a draft Protocol.

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

ripe for adoption, the Depositary shall convene a diplomatic conference for its

adoption.

5. Once such a Protocol has been adopted, subject to paragraph 6, this

Convention shall apply to the category of objects covered thereby.

6. Article 45 bis of this Convention applies to such a Protocol only if specifically

provided for in that Protocol.

Article 52 — Territorial units

1. If a Contracting State has territorial units in which different systems of law are

applicable in relation to the matters dealt with in this Convention, it may, at the

time of ratification, acceptance, approval or accession, declare that this

Convention is to extend to all its territorial units or only to one or more of

them and may modify its declaration by submitting another declaration at any

time.

2. Any such declaration shall state expressly the territorial units to which this

Convention applies.

3. If a Contracting State has not made any declaration under paragraph 1, this

Convention shall apply to all territorial units of that State.

4. Where a Contracting State extends this Convention to one or more of its

territorial units, declarations permitted under this Convention may be made in

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respect of each such territorial unit, and the declarations made in respect of one

territorial unit may be different from those made in respect of another territorial

unit.

5. If by virtue of a declaration under paragraph 1, this Convention extends to one

or more territorial units of a Contracting State:

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;

to the location of the object in a territorial unit to which this

Convention applies; and

shall be construed as referring to the administrative authorities having

jurisdiction in a territorial unit to which this Convention applies.

Article 53 — Determination of courts

A Contracting State may, at the time of ratification, acceptance, approval of, or

accession to the Protocol, declare the relevant “court” or “courts” for the purposes

of Article 1 and Chapter XII of this Convention.

Article 54 — Declarations regarding remedies

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

or accession to the Protocol, declare that while the charged object is situated

within, or controlled from its territory the chargee shall not grant a lease of the

object in that territory.

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

or accession to the Protocol, declare whether or not any remedy available to the

creditor under any provision of this Convention which is not there expressed to

require application to the court may be exercised only with leave of the court.

Article 55 — Declarations regarding relief

pending final determination

A Contracting State may, at the time of ratification, acceptance, approval of, or

accession to the Protocol, declare that it will not apply the provisions of Article 13

or Article 43, or both, wholly or in part. The declaration shall specify under which

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conditions the relevant Article will be applied, in case it will be applied partly, or

otherwise which other forms of interim relief will be applied.

Article 56 — Reservations and declarations

1. No reservations may be made to this Convention but declarations authorised

by Articles 39, 40, 50, 52, 53, 54, 55, 57, 58 and 60 may be made in accordance

with these provisions.

2. Any declaration or subsequent declaration or any withdrawal of a declaration

made under this Convention shall be notified in writing to the Depositary.

Article 57 — Subsequent declarations

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

authorised under Article 60, at any time after the date on which this Convention

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

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

following the expiration of six months after the date of receipt of the notification

by the Depositary. Where a longer period for that declaration to take effect is

specified in the notification, it shall take effect upon the expiration of such longer

period after receipt of the notification by the Depositary.

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

apply, as if no such subsequent declarations had been made, in respect of all rights

and interests arising prior to the effective date of any such subsequent declaration.

Article 58 — Withdrawal of declarations

1. Any State Party having made a declaration under this Convention, other than

a declaration authorised under Article 60, may withdraw it at any time by

notifying the Depositary. Such withdrawal is to take effect on the first day of the

month following the expiration of six months after the date of receipt of the

notification by the Depositary.

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

apply, as if no such withdrawal of 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.

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

following the expiration of twelve months after the date on which notification is

received by the Depositary.

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

apply, as if no such denunciation had been made, in respect of all rights and

interests arising prior to the effective date of any such denunciation.

Article 60 — Transitional provisions

1. Unless otherwise declared by a Contracting State at any time, the Convention

does not apply to a pre-existing right or interest, which retains the priority it

enjoyed under the applicable law before the effective date of this Convention.

2. For the purposes of Article 1(v) and of determining priority under this

Convention:

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

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.

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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:

facilitating the asset-based financing and leasing of the objects covered

by its terms;

terms of this Convention and the regulations;

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

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:

acceptance, approval or accession, together with the date

thereof;

together with the date thereof;

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the date thereof; and

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

effect;

States;

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

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.