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Law on Registered Pledges and

the Pledge Registry

(adopted on 6 December 1996; entered into force

on 1 January 1998)

This English translation has been generously

provided by

the Commercial Law Centre Foundation.

Important Disclaimer

This does not constitute an official translation and the translator cannot be held responsible for any

inaccuracy or omission in the translation. The text should be used for information purposes only

and appropriate legal advice should be sought as and when appropriate.

Chapter 1 - General Provisions Article 1

A registered pledge may be established in accordance with this Act to secure the claims of:

· the State Treasury and other State legal entities ;

· a municipality; municipal union and other municipal, district or voivodship legal entities;

· a domestic bank;

· a foreign bank ;

· a legal entity, the activity of which concerns loans and credit;

· an international financial organisation of which Poland is a member;

· other entity conducting economic activity on the territory of the Republic of Poland;

In matters not regulated herein, the provisions of the Civil Code on pledges shall apply.

Article 2 To establish a registered pledge, there must be an executed "pledge agreement" between the person entitled to dispose of the collateral' [hereinafter the "pledgor [debtor] "] and the creditor [hereinafter the " pledgee [creditor] "], and an entry into the pledge registry.

Movable things encumbered by a registered pledge, as well as and securities and other documents evidencing rights encumbered by a registered pledge, may [but need not] be left in possession of the pledgor [debtor] or a third party specified in the pledge agreement, if that third party so agreed.

Where the pledgor [debtor] is not entitled to dispose of the collateral, the provisions governing good faith purchasers shall apply for the protection of the pledgee [creditor] acting in good faith.

Entry into the registry constructively transfers possession of the collateral pledged.

Article 3 The pledge agreement must be made in writing or shall otherwise be absolutely null and void.

The agreement shall specify at least the following [four items]:

· the date of the pledge agreement, · the name, surname, place of residence [seat ] and addresses of the pledgor [debtor], the pledgee [creditor] and the debtor, if the latter is not the pledgor, · a description of the collateral being pledged with sufficient specificity, so that it may be identified, · the claim secured by the pledge, its amount and the legal relationship giving rise to such claim, or the limit of the liability [denominated in a currency], if the future or conditional claim is secured and the amount of the obligation is not yet determined at the time the pledge agreement is executed.

An application for entry into the pledge registry shall be made by the pledgor or pledgee within one month after the signing of the pledge agreement, or shall be rejected.

Article 4 Where two or more lenders hold a syndicated loan and at least one of them is eligible to secure its claim by a registered pledge pursuant to this Act, it may be authorised to secure, with a registered pledge, the claims due the other lenders, pursuant to a separate agreement with those lenders, and may exercise, in its own name but for their benefit, all the rights and responsibilities of the pledgee [creditor] resulting from the pledge agreement and from applicable law. Such a lender shall be known as the "administrator of the pledge."

Article 5 A registered pledge may secure a claim expressed in Polish zlotys [PLN] or a foreign currency.

Article 6 A future or conditional obligation may be secured by a registered pledge only up to the maximum amount provided for in the pledge agreement.

Chapter 2 - Object of a Registered Pledge Article 7 Except for sea-going vessels registered in the maritime registry, the collateral may be any movable thing or property right which is transferable.

In particular, a registered pledge may encumber:

· things which may be specifically identified, · things identified as to type, if in the pledge agreement their quantity or means for · differentiating them from other things of the same type is specified, · a collection of movable things or rights constituting an economic entity, even though the individual may be replaceable · claims, · intellectual property rights, · rights from securities.

A registered pledge may also encumber objects or rights, which the pledgor [debtor] is to acquire in the future. In such case the encumbrance of these objects or rights shall be effective at the moment title is acquired by the pledgor [debtor].

Article 8 The registered pledge shall continue on the collateral despite the alterations it may undergo in the manufacturing process, and in the event that the encumbered things are joined or mixed with other movable things in such a manner that it would be impossible, impractical or costly to restore them to their original state, the registered pledge shall encumber the whole of the things joined or mixed.

Where things encumbered by registered pledges are joined or mixed, as specified in the preceding section, the pledges shall remain in force and shall encumber the whole of the things joined or mixed, and the priority of the pledges shall be determined according to the provisions of Article 16.

Article 9 Where a movable thing encumbered by a registered pledge becomes a component part of immovable property, the registered pledge terminates.

In such cases, described in Sec. 1, the pledgee [creditor] may demand that the real estate be encumbered by a mortgage established up to the value of the original property, not to exceed the value of the movable thing, which has become a fixture.

Upon the filing of the motion by the pledgee, the court keeping the mortgage registry shall enter a notice concerning the commencement of court proceedings to establish a mortgage.

Article 10 Unless otherwise specified in the pledge agreement, the collateral shall include any compensation obtained by the pledgor[debtor] for the loss, destruction, damage, or devaluation of the collateral.

Chapter 3 - Rights and Obligations of the Pledgor [debtor] and Pledgee [creditor] Article 11

Unless otherwise specified in the pledge agreement, the pledgor [debtor]:

· may use the collateral in accordance with its socio-economic purposes, · shall maintain the collateral in a condition not worse than that resulting from its proper use, · shall be obliged to allow the pledgee [creditor] to inspect the condition of the collateral at a suitable time established by the pledgee [creditor].

If the provisions of the pledge agreement permit the collateral to be in the possession of a third party, then the provisions of section 1 shall apply.

Article 12 Where a registered pledge is established on a motor vehicle requiring registration, the pledge is noted in the appropriate vehicle registration document.

The Minister of Transport and Maritime Economy will define the method of notation as described in sec. 1 Article 13

The sale of the collateral terminates the pledge if:

· The purchaser did not have actual knowledge or could not, upon due inquiry, discover the existence of the pledge agreement at the time the collateral encumbered by the registered pledge are being delivered or transferred · The collateral can be sold in the ordinary course of the pledgor's business and as such is delivered to a buyer who takes the collateral for value, unless that buyer acts in bad faith when acquiring the collateral.

Article 14 In the pledge agreement the pledgor [debtor] may covenant to neither sell nor encumber the collateral before the termination of the pledged term.

The sale or encumbrance of the collateral in breach of such a covenant is only valid where the purported purchaser did not know, or could not discover the existence of the covenant at the conclusion of the agreement.

Where the sale or encumbrance of the collateral violates the covenant specified in Article 14.1, the pledgee [creditor] shall be entitled to seek immediate satisfaction of its claim.

Chapter 4 - Conflict of Encumbrances Article 15 Any encumbrance established after the entry of a registered pledge in the pledge registry shall be subordinate to the previously registered pledge.

Article 16 Where the same collateral is encumbered by more than one registered pledge, the date of the filing of the application for entry into the pledge registry shall determine the priority of such pledges. The date of filing is considered to be the date of entry of such an application into the court registry.

Applications filed on the same day have equal priority.

Chapter 5 - Assignment and Termination of a Registered Pledge

Article 17 A registered pledge may only be assigned (or transferred) together with its underlying claim only to someone entitled to have its claims secured by a registered pledge as defined by the provisions of this Act. With respect to the assignee, the assignment of a registered pledge shall be effective from the date of the entry of the assignment into the pledge registry.

In the event of an assignment of the claim secured by a registered pledge to an entity not entitled to secure a claim by registered pledge, in accordance with the provisions of this act, the registered pledge shall terminate.

In the case described in sec. 2, the original pledgee [creditor] shall immediately file a motion to strike the terminated pledge from the pledge registry and shall be liable for damages caused to the pledgor [debtor] should the pledgee [creditor] fail to fulfil that obligation.

Article 18 Termination of a claim secured by a registered pledge shall result in the termination of the pledge, unless the pledge agreement provides otherwise.

Striking of the registered pledge from the pledge registry at the motion of the pledgee shall result in the termination of the pledge.

Article 19 A registered pledge shall be stricken from the pledge registry when it terminates. A pledge may be

stricken from the registry on motion of:

· the pledgee [creditor], · the pledgor [debtor], who shall append to the motion a written affidavit of the pledgee [creditor] that the claim secured by the registered pledge has terminated or that the pledgee [creditor) has waived the pledge, or upon the final judgement of a court that the pledge has terminated, · a person who has acquired the collateral in a manner resulting in the termination of the

pledge, such a person shall append to the motion the following:

· the written permission of the pledgee [creditor] to strike the pledge from the pledge registry, · the certification of the court bailiff that the collateral has been acquired in judicial enforcement proceedings, · the certification of the bankruptcy judge that the object of the pledge was acquired in bankruptcy proceedings · a final judgement of a court declaring that the registered pledge has terminated, or if such person was not a party in the case, that party can refer to the final judgement

Chapter 6 - Satisfaction of the Pledgee [Creditor]

Article 20 A claim secured by a registered pledge shall have priority in satisfaction against the collateral before other claims with the exception of execution costs, alimony claims, workers' claims for a period of not more than three months, damages for causing injury or unfitness to work, disability or death, as well as costs of last illness of the pledgor [debtor] and standard funeral costs.

The right of the State Treasury to establish a statutory lien and priority of satisfaction cannot be exercised with regard to the collateral, unless the statutory lien was disclosed in the appropriate registry before creation of the registered pledge Article 21 Satisfaction of the pledgee [creditor] from the pledged property shall be carried out in judicial enforcement proceedings unless provided otherwise herein below.

Article 22 The pledge agreement may permit the pledgee [creditor] to satisfy its claims by seizing the title of

ownership of the collateral if:

· there is a pledge on publicly traded securities and the Securities Commission has agreed to and has defined the conditions for such seizure.

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