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:

In this Convention, except where the context otherwise requires, the following terms are employed with the meanings set out below:

agreement means a security agreement, a title reservation agreement or a leasing agreement;

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;

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;

commencement of the insolvency proceedings means the time at which the insolvency proceedings are deemed to commence under the applicable insolvency law;

conditional buyer means a buyer under a title reservation agreement;

conditional seller means a seller under a title reservation agreement;

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;

court means a court of law or an administrative or arbitral tribunal established by a Contracting State;

creditor means a chargee under a security agreement, a conditional seller under a title reservation agreement or a lessor under a leasing agreement;

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;

insolvency administrator means a person authorised to administer the reorganisation or liquidation, including one authorised on an interim basis, and includes a debtor in possession if permitted by the applicable insolvency law;

insolvency proceedings means bankruptcy, liquidation or other collective judicial or administrative proceedings, including interim proceedings, in which the assets and affairs of the debtor are subject to control or supervision by a court for the purposes of reorganisation or liquidation;

interested persons means:

1. the debtor;
2. 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;
3. any other person having rights in or over the object;

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);

international interest means an interest held by a creditor to which Article 2 applies;

International Registry means the international registration facilities established for the purposes of this Convention or the Protocol;

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;

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);

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 organisation;

notice of a national interest means notice registered or to be registered in the International Registry that a national interest has been created;

object means an object of a category to which Article 2 applies;

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);

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;

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;

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;

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;

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;

registered means registered in the International Registry pursuant to Chapter V;

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;

registrable non-consensual right or interest means a non-consensual right or interest registrable pursuant to a declaration deposited under Article 40;

Registrar means, in respect of the Protocol, the person or body designated by that Protocol or appointed under Article 17(2)(b);

regulations means regulations made or approved by the Supervisory Authority pursuant to the Protocol;

sale means a transfer of ownership of an object pursuant to a contract of sale;

secured obligation means an obligation secured by a security interest;

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;

security interest means an interest created by a security agreement;

Supervisory Authority means, in respect of the Protocol, the Supervisory Authority referred to in Article 17(1);

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;

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

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.

An interest is constituted as an international interest under this Convention where the agreement creating or providing for the interest:

is in writing;

relates to an object of which the chargor, conditional seller or lessor has power to dispose;

enables the object to be identified in conformity with the Protocol; and

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.

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:

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

apply for a court order authorising or directing either of these acts.

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.

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.

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.

Registration of an international interest remains effective until discharged or until expiry of the period specified in the registration.

The Registrar shall maintain a list of declarations, withdrawals of declaration and of the categories of nonconsensual right or interest communicated to the Registrar by the Depositary as having been declared by Contracting States in conformity with Articles 39 and 40 and the date of each such declaration or withdrawal of declaration. Such list shall be recorded and searchable in the name of the declaring State and shall be made available as provided in the Protocol and regulations to any person requesting it.

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.

3.	The Supervisory Authority shall enjoy exemption from taxes and such other privileges as may be provided by agreement with the host State.
	For the purposes of this paragraph, host State means the State in which the Supervisory Authority is situated.

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:

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;

to the chargee or creditor and chargor or debtor were references to the assignee and assignor;

to the holder of the international interest were references to the assignee; and

to the object were references to the assigned associated rights and the related international interest.

The provisions of Article 30 apply to insolvency proceedings against the assignor as if references to the debtor were references to the assignor.

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.

This Convention shall apply to the sale or prospective sale of an object as provided for in the Protocol with any modifications therein.

The provisions of this Chapter are not applicable to insolvency proceedings.

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.

The Protocol may determine the relationship between this Convention and the UNIDROIT Convention on International Financial Leasing, signed at Ottawa on 28 May 1988.

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.

A Contracting State may, at the time of ratification, acceptance, approval of, or accession to the Protocol, declare that it will not apply the provisions of Article 13 or Article 43, or both, wholly or in part. The declaration shall specify under which conditions the relevant Article will be applied, in case it will be applied partly, or otherwise which other forms of interim relief will be applied.