Cape Town Convention Clause Samples
POPULAR SAMPLE Copied 3 times
Cape Town Convention. Lessor and Lessee agree:
(a) that the events referred to in Clause 16.1 as Events of Default are events that constitute a default or otherwise give rise to the rights and remedies specified in Articles 8 to 10 and 13 of the Convention and Articles IX and X of the Protocol; and in such events, Lessor may, exercise its rights under Articles 8, 10 and 13 of the Cape Town Convention and any rights expressed to be available to Creditors under the Cape Town Convention. Lessee hereby acknowledges that Article 13(2) of the Cape Town Convention shall be disapplied if Lessor chooses to exercise its rights under Article 13(1) of the Cape Town Convention in accordance with this Agreement. For the purpose of Article XI, alternative B of the Protocol, both parties hereby agree that the period required for the effects of Article XI, paragraph 2, shall be ten (10) days;
(b) the Lessee shall execute and deliver for filing with the Aviation Authority the IDERA in accordance with its procedures;
(c) the Lessor shall not be required to provide the Lessee with any prior notice (whether written, verbal or otherwise) of the Lessor’s use or exercise of the IDERA in accordance with the provisions of this Lease;
(d) as between Lessee and Lessor, the Lessor has the power to dispose of the Aircraft for the purposes of Article 7 (B) of the Convention;
(e) the Airframe is an airframe and accordingly is an aircraft object to which this Agreement relates for the purposes of the Convention and the Protocol and is an Airbus A320-200 aircraft with a manufacturer’s serial number [ ], and the Engines are aircraft engines and, accordingly, aircraft objects for the purposes of the Convention and the Protocol and are [ ] engines as more particularly described in the Technical Acceptance Certificate;
(f) this Agreement shall be registered as a contract of lease in respect of the Aircraft at the International Registry, that such registration shall be initiated by the Lessor at any time after the date of execution of this Agreement and the Lessee shall provide all necessary co-operation and assistance to the Lessor in connection with such registration or subject to the provisions hereof, the amendment thereof and shall, in particular, provide the necessary electronic consent to such registration and any such amendment thereof, which electronic consent shall be given promptly after receipt by the Lessee of an electronic communication from the International Registry in accordance with the Cape Town C...
Cape Town Convention. 8.19.1 Prior to the Closing, Purchaser shall become a “transacting user entity,” and Seller shall become a “transacting user entity” with the International Registry. Each of Purchaser and Seller shall bear its own expense in doing so and such expenses shall not be considered Escrow Fees.
8.19.2 Each party shall provide to the other, as a condition to Closing, evidence that it has been approved by the International Registry as a “transacting user entity” and has duly registered with, is authorized to make filings with and has received all approvals from the International Registry and has appointed an “administrator” (as such term is defined and used in the International Registry Procedures and International Registry Regulations).
8.19.3 Each party shall, as a condition to Closing, authorize Escrow Agent to act as, and shall designate Escrow Agent or another mutually agreed party as, its “professional user entity” (as such term is defined and used in the International Registry Procedures and International Registry Regulations) to effect, amend, discharge and consent to registrations with respect to the Airframe and the Engines on its behalf. Neither Seller nor Purchaser shall revoke such authorization until after the earlier to occur of (i) the discharge of any International Interests and registration of a Contract of Sale of the Airframe and Engines with the International Registry following release of the Warranty Bill of Sale conveying the Aircraft from Seller to Purchaser or (ii) termination of this Agreement in accordance with its terms. Purchaser shall have no right to and hereby agrees that it will not register, consent to or allow any third party (including, without limitation, any prospective lender or assignee) to register any Contract of Sale, Prospective Sale, International Interest or Prospective International Interest with respect to the Airframe or Engines until title to the Aircraft has been conveyed to Purchaser at the Closing, and if there has been any such registration, take all necessary actions to discharge or cause to discharge such registration immediately at its sole cost and expense.
8.19.4 Purchaser and Seller shall cooperate to cause Escrow Agent, as a professional user entity, to register a Contract of Sale of the Airframe and the Engines with the International Registry immediately after release of the Warranty Bill of Sale. Seller and Purchaser each hereby expressly consents to the registration of the Contract of Sale with respect...
Cape Town Convention. ▇▇▇▇▇▇ has duly appointed and registered with the International Registry an administrator to act on behalf of Lessee as a transacting user entity and Lessee is situated in a “contracting state” and the Airframe and each Engine constitutes an “aircraft object”, in each case, for the purposes of the Cape Town Convention;
Cape Town Convention. Once legal title to an Aircraft has duly passed to the relevant Buyer pursuant to the Warranty Bill of Sale in respect of such Aircraft, the relevant Seller, at its cost, will consent to the registration at the International Registry of a contract of sale registration with respect to such Warranty Bill of Sale in respect of such Aircraft.
Cape Town Convention. Each Purchaser agrees that it will not, and it will procure that no financier of any Purchaser will, file an interest at the International Registry in relation to any Aircraft until the actual Delivery Date for such Aircraft; provided that the parties will cooperate in good faith regarding the filing of prospective interest if and to the extent that same are required by any Purchaser’s potential financiers.
Cape Town Convention. Each Security Trustee, during the term of this Agreement, shall establish and maintain a valid and existing account as a Transacting User Entity with the International Registry and appoint an Administrator and/or a Professional User Entity to make registrations in regard to the Collateral as required by this Agreement.
Cape Town Convention. 11.4.1 Lessor may make such filings and registrations, execute such documents and take such other actions in order to ensure that the Cape Town Convention applies to the rights, remedies and interests of the Relevant Parties in and to the Aircraft or any part thereof and under the Transaction Documents and the Financing Documents (or in order to create, register, protect, preserve, perfect and maintain the rights, remedies and interests of the Relevant Parties under the Cape Town Convention). Lessee, at its cost and expense, shall consent to, and cooperate with Lessor to make, such filings and registrations (including obtaining any consents, approvals or authorisation codes required in connection with any such filing or registration) and execute such documents and take such other actions as Lessor may reasonably request, including taking any actions required to enable the filing or registration on the International Registry of any International Interest (or “national interest” or other interest under the Cape Town Convention) in the Aircraft or any part thereof constituted by or arising from the Transaction Documents, any permitted sublease or the Financing Documents.
11.4.2 Lessee will:
(a) not register (or allow any person claiming through Lessee to register), or consent to the registration of, any interests relating to the Aircraft (whether or not taking priority over any Relevant Party’s International Interests or other interests) at the International Registry (including through any designated entry point) or otherwise without Lessor’s prior written consent;
(b) not execute or submit or permit any other operator of the Aircraft to execute or submit an IDERA for recordation in favour of any creditor other than Lessor without ▇▇▇▇▇▇’s prior written consent; and
(c) promptly notify Lessor on becoming aware of the registration of any “non-consensual right or interest” (as defined in the Cape Town Convention) at the International Registry against the Aircraft and take all steps necessary to procure the discharge and deregistration of such interest.
11.4.3 ▇▇▇▇▇▇ and ▇▇▇▇▇▇ acknowledge and agree that, for all purposes under the Cape Town Convention:
(a) this Agreement constitutes a separate International Interest with respect to the Airframe and each Engine;
(b) this Agreement constitutes an agreement for registration of the Aircraft and such registration shall be made by the Lessor (or on its behalf) pursuant to this Agreement; and
(c) separate rights may e...
Cape Town Convention. Lessor and Lessee agree that:
22.3.1 each Event of Default set out in clause 22.1 is an event that constitutes a “default” for all purposes of the Cape Town Convention; and
22.3.2 all of the rights and remedies set out in clauses 22.1.1 and 22.2.2 will be deemed to be “additional remedies” for all purposes of the Cape Town Convention which may be exercised by Lessor pursuant to this Agreement.
Cape Town Convention. The parties hereto agree that for the purposes of the Cape Town Convention, each Airframe and Engine is an “aircraft object” (as defined in the Protocol) and this Agreement constitutes (i) an International Interest in each such Airframe and each such Engine and (ii) with respect to a Lease that constitutes an International Interest, an assignment of such International Interest and associated rights associated with each such Airframe and each such Engine as regards each Assigned Lease.
Cape Town Convention. The Collateral Agent, during the term of this Agreement, shall establish and maintain a valid and existing account as a Transacting User Entity with the International Registry and appoint an Administrator and/or a Professional User Entity to make registrations in regard to the Collateral as required by this Agreement.