Enforcement of

security over an aircraft

February 2008
Introduction Enforcement check list
If there is a default under a loan secured on an Please note that points 1 to 6 below are written
aircraft, the bank will wish to know how to enforce its primarily on the basis that English law applies to the
security. The difficulty with aircraft is that, by their enforcement procedure.
nature, they are able to fly into different jurisdictions
which may or may not be lender-friendly and
enforcement of the bank’s security over the aircraft will 1. Review of loan agreement
not only depend upon the law governing the mortgage and aircraft mortgage
over the aircraft, but also both the law of the
jurisdiction where the aircraft is situated at the time of
The first point to check on the loan and security
enforcement, and the law of the jurisdiction in which
documents is that an event of default has actually
the operator of the aircraft is incorporated. It is for this
occurred and can be relied upon by the bank to call in
reason that a bank will often also obtain a personal
the loan and enforce its security. The problem here is
guarantee as this should ensure that a borrower co-
that provided payments are being kept up, there will
operates with the bank should it wish to realise its
frequently be no actual default before an aircraft
security over the aircraft.
owner / operator collapses and it files for insolvency.
In addition, it may be unwise to rely on any event of
For example, if an aircraft is leased to a Spanish
default which is difficult to prove with certainty, such
airline on English law documentation, and is operated
as a material adverse change clause, which is
between Madrid, Amsterdam, Hamburg and Zurich,
deliberately drafted to be wide and subjective.
the bank would need English law advice to confirm the
contractual right to serve notice and repossess;
A bank should be most reluctant to rely solely on a
Spanish law advice both on the effect that bankruptcy
material adverse change clause to trigger an event of
of the airline might have on the right to repossess and
default, especially if it is subject to the “reasonable
possible liens having priority over the bank's claim
opinion of the bank”, to avoid the possibility that the
there; and Dutch, German and Swiss advice on
borrower may later argue that the bank had no right to
repossession procedures in each country and the
terminate, or worse, that it was the bank's wrongful
impact of any such liens there.
action (for example in refusing further advances) that
sent it into liquidation, and that the bank is liable to it in
The remedies available to a bank wishing to
damages.
repossess and enforce its mortgage differ from
country to country, although with the ratification of the
It will be necessary to check the loan agreement and
Cape Town Convention by 9 countries, there should
aircraft mortgage very carefully to ensure that the
be greater uniformity in the remedies available in
aircraft is properly described. Any reference to the
those ratifying jurisdictions in the future (see below).
aircraft in the documents should include the airframe
with engines (whether or not any of the engines are
This paper is written primarily on the basis that the
installed at any time on the airframe) and should also
loan is made to an overseas special purpose entity
include the manuals and technical records. The issue
acting for a high net worth individual, where the
here is that an aircraft can only operate commercially
aircraft is for private use, rather than part of a
if it comprises the engines and records as well as the
commercial fleet, and the aircraft is owned outright
airframe. If the bank is repossessing an aircraft, it is
rather than leased.
very important that it repossesses not only the
airframe and engines, but also all the records required
to enable the aircraft to fly. If the engines are installed
on another aircraft or are in a repair facility they could
be at risk of lien by whoever has possession, and
separate repossession planning may be required to
retrieve them.

The aircraft mortgage should also be reviewed to

ensure that it becomes enforceable following a
demand being made on the borrower and such
demand being unsatisfied.
2. Notice of default
Assuming that it is possible to show that one or more
events of default have occurred, the next step is to
ensure that a properly worded notice of default is
served on the borrower. The notice should specify the
relevant events of default so that it is clear to the
borrower the precise events on which the bank is
relying in order to terminate the loan. The notice
should also notify the borrower of the bank’s intention
to enforce its security (i.e. the aircraft mortgage).
It is important that the documentation is carefully
checked to make sure that the notice is served strictly
in accordance with the terms of the loan agreement at
the addresses and by the method stated in such
agreement. Failure to comply strictly with the terms of
the loan agreement could result in the notice being
invalid.
Once demand has been served, under English law, it
is only necessary to wait for a reasonable time (this
could be as little as 2 hours during banking hours in
the jurisdiction of the recipient) before enforcing the
security granted by that recipient.
If at all possible, especially where the bank is the sole
financing institution, a friendly repossession should be
sought. This opens up the possibility of using the
aircraft operator’s crew and the existing regulatory
licences and facilities for the ferry flight, or possibly for
longer pending remarketing. It can also ensure that
the bank obtains fully intact manuals and technical
records as well as the correct engines, and will reduce
the risk of disruption to third parties (including
passengers) and the risk that other lien holders will
detain the aircraft before the bank obtains clean
repossession (see further below).
If a forced repossession is necessary, this may have
to be done in a very tight time frame and it is important
that it is properly managed. The bank should
assemble a management team and plan regular
update meetings, establish clear reporting and
decision making responsibilities and exchange after-
hours contact details.
1
Albania, Armenia, Austria, Belgium, Bosnia and Herzegovina, Bulgaria, Croatia, Cyprus, the Czech Republic, Denmark, Finland, France, Germany,
Greece, Hungary, Ireland, Italy, Luxembourg, the former Yugoslav Republic of Macedonia, Malta, Moldova, Monaco, the Netherlands, Norway, Poland,
Portugal, Romania, Republic of Serbia and Montenegro, Slovakia, Slovenia, Spain, Sweden, Switzerland, Turkey, Ukraine and the United Kingdom.
3. Locating the aircraft
Where the aircraft concerned is a jet which is within
the EUROCONTROL area1 (which covers most of
Europe), locating the aircraft can be relatively
straightforward. Each jet is required to file a flight plan
with EUROCONTROL (the European Organisation for
the Safety of Air Navigation) before flying in the
EUROCONTROL area. If, therefore, the jet operates
within Europe, it is possible to find out from which
airport the aircraft flew and where it flew to by
contacting the Central Flow Management Unit of
EUROCONTROL. It would then be possible to
telephone the control tower of the relevant airport to
ascertain the last destination of the aircraft.
It should be noted that this only applies to jets, so in
the case of non-jet aircraft it would be necessary to
find out where the aircraft is based and to speak with
the control tower at that airport to track down where
the aircraft is.
The US will have their own navigation services which
we believe are confined to the US. Therefore if you
know that a jet aircraft is in the US, then by contacting
the US navigation service it should be possible to
ascertain the location of the aircraft (provided that it
remains in the US).
If the above methods are not available, or do not
reveal the location of the aircraft, then there are
certain companies which specialise in providing
aircraft repossession services, for example Aviation
Management Systems (www.amsinc.aero),
Aeronautical Systems (http://www.planeman.com/),
Airclaims (http://www.airclaims.co.uk) or PK
AirFinance (http://www.pkair.com/air_asse.asp). Such
companies use various means to locate aircraft, the
most frequent of which (in jurisdictions where there is
no other means of ascertaining the location) is simply
a matter of carrying out detective work. The company
finds out where the aircraft’s base of operation is and
then usually someone will visit the site and speak to
people (including employees and former employees)
to try to find more information. In many cases, the
historical records are located close to the aircraft’s
base of operation. Once the company has located the
aircraft, the repossession company either awaits the
aircraft’s return to England/the US or someone from
the company travels to the jurisdiction where the
aircraft is located and uses whatever legal means are
necessary to take possession and remove the aircraft.
4. Liens and other prior interests
It will be necessary for the bank to ascertain whether
there are any issues which could affect the bank’s
ability to enforce its security. Matters to consider in
this regard include the following:
a) The bank should ascertain whether there are
any liens or other rights ranking in priority to
the bank’s interest. In certain jurisdictions (eg.
the U.S.A.) public registers are kept of
outstanding lien claims, and these should be
checked.
b) The bank should consider whether the aircraft
will be subject to detention by the airport
authorities.
c) The bank needs to consider the position of
EUROCONTROL. In the UK the Civil Aviation
Authority (“CAA”) monitors EUROCONTROL
charges on behalf of EUROCONTROL and has
power to detain aircraft on its behalf.
d) The bank should be aware that the CAA has
power to detain and ultimately to sell an aircraft
for unpaid navigational charges including
EUROCONTROL charges on a UK and non-
UK registered aircraft. The aircraft may be
detained in the UK for substantial unpaid
charges which relate not only to the aircraft
which has been detained, but also to other
aircraft in the relevant operator’s fleet at the
time when the detention began. If the
EUROCONTROL position has not been
carefully monitored throughout the contractual
relationship between the bank and the
borrower, this could come as a nasty surprise
for the bank and consideration might be given
to enforcement outside the UK.
e) The bank should consider whether there are
any regulatory requirements relating to the
aircraft. These should be considered in
advance and the necessary authorities
contacted.
5. Repossession
As mentioned above, under English law, the formal
requirements for obtaining repossession of an aircraft
are few. For example, it is not necessary for the bank
to obtain a court order and the bank can use self-help.
Furthermore, the bank does not need to go through
any official process e.g. appointing a sheriff or giving a
bond, in order to obtain possession.
There are specialist firms (please see the examples
given in section 3 above) who can assist in obtaining
possession. The most problematic issue is often
ensuring the aircraft is in a satisfactory jurisdiction
when the bank wishes to enforce. This can be less of
a problem when repossessing a single aircraft, subject
to the scope of that aircraft’s operation, but is often
more difficult where two or more aircraft or a fleet is
involved.
Under English law, generally speaking, it is not
necessary to apply to the court in order for a
mortgagee to take possession of the aircraft.
However, there may be circumstances in which it will
be beneficial to the bank to seek the protection of a
court order, for example where the borrower opposes
repossession or where there is uncertainty as to
whether an event of default has occurred.
The bank may have the opportunity of choosing a
preferred repossession location, and it is important not
only to consider the legal position but also publicity
and political implications of the action as well.
Role of the Tri-party Agreement
On a practical level, it may be appropriate to have a
tri-party agreement. A tri-party agreement may not
itself create a security interest, but is an agreement
between the financier, the borrower and the operator
of the aircraft whereby the operator agrees that if the
financier wishes to enforce its security the operator will
fly the aircraft to a lender-friendly jurisdiction of the
financier’s choice to enable the financier to enforce its
security and the financier may take additional security
over the aircraft in that lender-friendly jurisdiction.
The tri-party agreement is particularly important where
the aircraft is registered and/or operates in a lender-
unfriendly jurisdiction where it would be impossible for
the financier to realise its security in a quick and
efficient manner unless the aircraft were flown to a
lender-friendly jurisdiction.
The essential elements of the tri-party agreement are
that the operator undertakes to act in accordance with
the financier’s instructions at the expense of the
financier should an event of default occur, that it gives
reasonable notice to the financier before its operating
agreement with the borrower is terminated and it
agrees to provide information to the financier
concerning the whereabouts of the aircraft both before
and after an event of default.
It is best practice for the financier to obtain a tri-party
agreement on every aircraft financing transaction. The
reason for this is simple: the financier can never be
100% certain where the aircraft is going to be flown
and, if the aircraft were located in a jurisdiction which is
unfriendly to the financier at the time of enforcement,
the financier could be faced with delays, high legal
costs and, at worst, security which it cannot enforce.
There are a number of problems which financiers may
meet with respect to tri-party agreements. First, if the
operating agreement between the borrower and the
operator has already been entered into it may be
difficult to convince the operator to enter into such an
agreement as there will be little incentive for the
operator to assume the additional obligations which a
tri-party agreement would impose on him. Why should
an operator agree to be bound in such a manner? For
this reason, at the outset of any aircraft financing a
borrower should be warned of this requirement and
itself insist that the prospective operator enter into the
tri-party agreement. This could be a particular problem
where an aircraft is being re-financed.
Also, the tri-party agreement will rely on the existence
of an operating agreement. If there is a mismatch
between the term of the operating agreement and the
term of the loan, a financier could be left with an
unenforceable tri-party agreement if (as is likely) the
operator no longer has access to the particular aircraft
following termination of such operating agreement.
Therefore, it is vital to build into any tri-party agreement
the right for a financier to be given prior notice of any
cancellation or termination of the operating agreement,
so that the financier has the opportunity to put suitable
alternative arrangements in place.
Obtaining possession through self-help
Normally, the mortgage will give the bank the right to
take possession of the aircraft without a court order
following demand being made under the loan
agreement.
The bank may not wish to become involved in taking
possession itself and may, instead, in the case of a
UK aircraft mortgage, appoint a Law of Property Act
Receiver to do this on the bank’s behalf. The
appointment of a Law of Property Act Receiver can be
carried out relatively quickly without the need to
involve the court.
Different considerations apply if the borrower is
subject to formal insolvency procedures at the time of
enforcement.
a) Liquidation: In the UK, voluntary or involuntary
liquidation has the effect of suspending legal
proceedings against the borrower. However, it
does not override the rights of secured creditors,
who remain free (provided they don’t need the
help of the courts to do so) to enforce their
security and retain the proceeds of enforcement
in priority to the claims of unsecured creditors.
b) Administration: In the UK, administration creates
a moratorium during which no proceedings,
including enforcement of security, can be taken
without the consent of the Administrator or the
permission of the court. Therefore if the bank is
seeking to obtain possession by self-help (i.e.
without the court’s involvement) after an
administration order has taken effect, this will
only be possible with the consent of the
Administrator.
The Administrator has power to sell the assets of
the borrower, even if they are subject to a
security interest. However, in this situation, if an
aircraft in the possession of the borrower is
subject to a fixed charge, then in order to sell the
aircraft the Administrator must first either obtain
an order of the court (which will need to be
satisfied that the disposal is likely to promote the
purposes of the administration) or obtain the
consent of the charge-holder.
It would be a condition of the court permitting the
disposal of the aircraft that the net proceeds of
disposal must be applied by the Administrator first
towards meeting the debt due to the bank. The
Administrator must sell the aircraft at “market
value”, failing which he will have to make up the
difference to the bank out of other proceeds of the
administration. It would, however, be
exceptionally rare in practice for the Administrator
to choose to sell an aircraft without the
involvement of the bank.
Obtaining possession through the court
As mentioned above, there may be circumstances in
which it is advisable for the bank to proceed by way of
court order even though self-help is, strictly speaking,
an available remedy.
On the basis that the aircraft is in the UK when the
bank wishes to enforce its security, it is usually
possible to apply quickly to the courts for an injunction
to enforce or reinforce the bank’s rights. If the bank is
concerned that the borrower might remove the aircraft
from the jurisdiction or deal with the aircraft in a way
which would prejudice the bank’s position it is possible
for the bank to apply to the court for an interim
freezing injunction preventing the aircraft leaving the
jurisdiction (formerly called a “Mareva injunction”).
It is not possible to obtain an interim injunction unless
it is part of some wider proceedings. Therefore it
would be necessary for the bank to issue a claim,
ordinarily for the repayment of the mortgage debt
(together with interest and costs) and delivery up of
the aircraft. A freezing injunction may then be applied
for in the context of the ongoing proceedings. It should
be noted that, in cases of urgency, it is possible to
seek an injunction prior to issue of the claim form in
the main proceedings.
Under English law, there is no general right to attach
an aircraft prior to the hearing of the application for an
injunction. If an injunction is granted, it would restrict
the continued use or movement of the aircraft by the
borrower, but will only be granted if there is real risk
that the aircraft will be moved from the jurisdiction of
the English courts and will not return (this could be a
potential hoop to go through if the aircraft is being
operated on regular schedules to and from the UK) or
will otherwise be disposed of or will deteriorate such
that the rights of the bank are prejudiced.
The grant of any injunction is a discretionary remedy
and the court will take all the circumstances into
account when deciding whether to grant such a
remedy. For example, it will be necessary for the
bank to satisfy the court (in the case of an application
for freezing injunction, by affidavit evidence) that it has
a good arguable case against the borrower, that
damages would not be an adequate remedy and that
on the balance of convenience, an injunction should
be granted. The applicant will be required to make full
and frank disclosure of all material facts.
The bank will ordinarily be required to give a cross-
undertaking as to damages (i.e. an undertaking to the
court and to the borrower that the bank will be
responsible for any damages caused by the bank’s
injunction should the bank’s injunction subsequently
be found to be unjustified). The court may in some
cases require this undertaking to be supported by a
bond or security, but this would be unusual in the case
of a sizeable bank.
It is important to make sure that insurance is lined up
to cover the aircraft immediately following its
repossession, whichever method of repossession has
been chosen.
6. Sale of the aircraft
The aircraft mortgage will almost invariably contain an
express power of sale for the mortgagee. However,
even if this is not the case, then provided that the
mortgage is a legal (rather than merely equitable)
mortgage, the bank will have the benefit of an implied
power of sale. If the mortgage is executed as a deed,
the power of sale is bestowed by statute.
In most cases in the UK, the mortgagee may effect a
private sale of the aircraft following the occurrence of
an event of default under the mortgage. However,
there are various reasons why a private sale may be
inadvisable. For example, such a sale may be
challenged on the grounds that the mortgagee lacked
the authority to pass good title, the lack of a sale at the
best price or the infringement (or diminution in value)
of the rights of other parties possessing security or
other interests in or claims against the aircraft or
borrower.
Pre-judgment court sale
The sale of an aircraft may be effected by court order
prior to judgment if the court is satisfied that a quick
sale of the aircraft is desirable for any good reason.
The court would specify the terms of the sale.
Such a course of action should be considered
particularly where it is clear that the bank’s claim for
repayment of the mortgage debt will not come to trial
for a considerable period of time.
Sale following judgment
Where the bank has obtained judgment against the
borrower for the outstanding mortgage debt and
repayment has not taken place, in the UK the bank is
entitled to issue a claim for enforcement of the judgment
debt. Such a claim is known as “a writ of fieri facias”.
A writ of fieri facias will empower an officer of the court
to seize and sell the borrower’s goods as necessary to
satisfy the judgment debt. Such goods include not only
the aircraft but any other of the borrower’s assets in
England (with certain exceptions where the borrower
is an individual).
Alternative methods of enforcing the judgment in the
UK include the appointment of a receiver or the
winding up of a corporate borrower.
Terms of sale
Where the sale of the aircraft is to be carried out
pursuant to a court order, the court will specify the
procedural requirements for the sale. These will be
designed to ensure that the best price is obtained.
Therefore a sale by public auction will often be
required with certain notice requirements, for example
publication in the national press and certain aviation
publications. It may be possible for the bank to request
a private sale if it can be shown that a higher price
would be obtained by such a sale.
7. Deregistration Power of
Attorney and/or Deregistration
Certificate
In order to assist in the enforcement of an aircraft
mortgage it is likely that the aircraft will have to be
deregistered from the aircraft registry on which it is
registered before it can be re-marketed and sold. Each
aircraft registry has its own rules as to how
deregistration in its own particular jurisdiction may be
effected. In certain countries the consent of the
borrower may be necessary for this deregistration to
be effected and accordingly the financier should
consider taking an irrevocable power of attorney from
the borrower that on enforcement it can deregister the
aircraft without the need for the co-operation of the
borrower. In certain jurisdictions it may be possible to
obtain a "deregistration certificate" on registration of
the aircraft which would give the holder of the
certificate notice if an application for deregistration of
the particular aircraft was made.
It may also be possible to obtain a deregistration
undertaking (or comfort letter) from an aviation
authority that, on the happening of a certain event, it
will deregister a particular plane. It is important to note
that these are, as a matter of law, unenforceable. The
aviation authority of any country is a government
administration department and, as such, would be
entitled to claim sovereign immunity. Basically this
means that an aviation authority cannot be
successfully sued if it fails to honour its undertaking.
8. Overseas jurisdictions
As previously mentioned, this paper is written primarily
from the standpoint of English law. Other jurisdictions
can be less lender friendly than the UK (but note the
points regarding EUROCONTROL charges in 4(c)
above). It is, therefore, good practice at the time when
the loan is made to obtain advice in the form of a legal
opinion from lawyers in the jurisdictions where the
aircraft is likely to be based/operated as to an exit
strategy. Failure to obtain this advice in advance may
lead to advice having to be sought and obtained at
very short notice.
Examples of issues which may be covered by a legal
opinion include:
• whether the choice of law and jurisdiction clause
in the loan agreement and aircraft mortgage
would be recognised by a foreign court;
• whether the jurisdiction recognises self-help
remedies;
• whether the de-registration power of attorney
provided by the borrower to the bank would be
effective;
• what documents, translations and proof will be
required;
• the risk, even if the bank does terminate correctly,
that the local court may still permit the owner to
keep possession and use of the aircraft on terms
that it meets any outstanding arrears;
• the usual time involved in proceedings and the
appeal process; and
• what problems may occur with de-registration and
export.
Other issues to be considered when dealing with
foreign jurisdictions include the following:
a) As a general rule, those jurisdictions with a legal
system based on civil law (which includes the
majority of continental Europe) will not recognise
self-help remedies and will require a creditor to
obtain a court order before enforcing its rights. On
the other hand, common law jurisdictions (which
include England and Wales, India and the states
of the US (except Louisiana)) are generally much
more creditor-friendly. This general rule is now
subject to the Cape Town Convention as regards
contracting states of the Convention ie. states
which have signed and verified the Convention.
b) Many jurisdictions do not maintain a central
register which can be searched to ascertain
whether there are any partly-paid liens. This can
cause difficulties as certain liens can rank in
priority to the interest of a first mortgagee and
they will need to be discharged (or dealt with in
some other way) before a mortgagee can attempt
to realise the value of its security. Airport
authorities (for landing and parking fees), the
domestic aviation authorities, EUROCONTROL
and repair and maintenance organisations can all
claim liens and often at a time which is most
inconvenient to the bank. Moreover, in some
jurisdictions labour law legislation will give the
flight crews the right of detention over the aircraft
 in respect of their unpaid wages.
c) There are a number of international conventions
which may impact upon the bank’s efficient
repossession – the Geneva Convention (the
Convention on the International Recognition of
Rights in Aircraft signed in Geneva in 1948) or the
Rome Convention (the Convention on the
Unification of Certain Rules Relating to the
Precautionary Arrest of Aircraft signed in Rome in
1933) may apply in certain jurisdictions.
d) In some jurisdictions the bank would be
required to post a bond or appoint a special officer
of the court to assist the bank in repossessing the
aircraft and any engines or records. Payment
would be required to be made to such an officer.
e) Foreign insolvency regimes can be time
consuming, bureaucratic and problematic. Timely
advice from experts in the appropriate jurisdictions
is therefore essential. It should be borne in mind
that complex transaction structures may be met
with initial incomprehension by lawyers and
judges in many destinations where the aircraft
may be repossessed and sufficient time for
obtaining up to date legal advice should be
allowed.
f) Certain jurisdictions require special forms of
written authority in favour of the local lawyers or
individuals appointed to repossess the aircraft
before they can take any action.
9. The Cape Town Convention
The Convention on International Interests in Mobile
Equipment and the Protocol on Matters Specific to
Aircraft Finance (together the “Cape Town
Convention”) entered into force on 1 March 2006 in
respect of the original 8 ratifying states.
Currently there are 32 signatories to the Convention
and 9 Contracting States (i.e. states which have
ratified or acceded to the Convention). The US is a
Contracting State and the UK is a signatory but not yet
a Contracting State.
The Convention creates the following:
a) an “international interest” which is recognised in
all Contracting States;
b) an electronic international register of interests;
and
c) standard rights for creditors on default.
Broadly speaking, the Convention applies to
“international interests” (which include interests under
security agreements) in “aircraft objects” which are
created at a time when either the borrower is situated
in a Contracting State or the aircraft is registered in a
Contracting State.
The Convention applies to the following “aircraft
objects”:
a) airframes which can carry at least 8 persons
(including crew) or goods weighing at least
2750kgs; and
b) aircraft engines with at least 1750 lbs thrust (if jet
propulsion) or at least 550 rated take-off shaft
horsepower (if turbine or piston-powered).
The Convention provides creditors with the following
standard default remedies under security agreements
to take possession or control of the aircraft;
a) to sell or grant a lease of the aircraft;
b) to collect or receive the income or profits arising
from the management or use of the aircraft; and
c) to procure the de-registration, export and physical
transfer of the aircraft from the territory in which it
is situated.
These remedies are exercisable without a court order
unless the Contracting State in question has made a
declaration under the Convention prohibiting self-help.
The Convention also provides for interim relief
(provided that the borrower has agreed to it) and sets
out regimes which Contracting States may apply on a
borrower’s insolvency.
Please see Field Fisher Waterhouse’s briefing paper
The Cape Town Convention: A Lender’s Perspective
for further information.
Contacts

If you would like further information on the issues discussed in this note or on any
other matter please contact Andrew Evans.

Andrew Evans
t: +44 (0)20 7861 4169
e: andrew.evans@ffw.com
Field Fisher Waterhouse LLP 35 Vine Street London EC3N 2AA
t. +44 (0)20 7861 4000 f. +44 (0)20 7488 0084 info@ffw.com www.ffw.com
This publication is not a substitute for detailed advice on specific transactions and should not be taken as providing legal advice on any of the topics
discussed.

© Copyright Field Fisher Waterhouse LLP 2008. All rights reserved.

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