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1 Romania Law Respecting Certain Measures for the Acceleration of the Economic Process (Title VI on Legal Treatment of Security Interests in Personal Property) (adopted on 27 May 1999) This English translation has been generously provided by the Center for the Economic Analysis of Law. 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.

2 Chapter 1 - General Provisions Art.1 This title regulates the legal treatment of security interests in movables, aimed at securing the fulfilment of a civil or commercial obligation arising from any contract concluded between natural or legal persons. Art.2 The following legal acts are also subject to the provisions of this title with regard to their priority order, publicity and enforcement: all the assignments of accounts receivables even if the assignment is not aimed at securing the fulfilment of an obligation; conditional sales, as well as any other legal acts, irrespective of their form or name, aimed at securing the fulfilment of an obligation with a good, as such good is defined in art.6 of this title. all types of rental, including any leasing, concluded for a period longer than a year, having as object the goods provided by art.6 of this title, even if such legal acts are not aimed at securing the fulfilment of an obligation. consignment contracts having as object goods set forth by art.6 of this title provided that the value of the good which is to be sold, set by the consignment contract is larger than the equivalent in Lei of EURO 1,000. warrants and deposit receipts. Art.3 The provisions of this title regarding the priority order and the publicity of security interests in personal property are also applicable to pawning, as it is regulated by art of the Civil Code. Art.4 In the scope of this title the following terms have the meanings set forth below:

3 debtor: the person liable to fulfil the obligation secured by a security interest in personal property. References to the capacity of?debtor? in the scope of this title also include the lessee in a rental agreement or the beneficiary in a leasing contract, provided that such contracts are concluded for a period exceeding a year, the assignor of accounts receivable, the consignee of certain goods and the debtor in the legal acts provided by art.2 letter b). Unless otherwise provided by law or by contract, debtor also means, in the scope of this title, the owner of the good securing the fulfilment of an obligation in case that the owner is not the person held liable to fulfil the secured obligation. creditor: the person to the benefit of which the security interest has been created. In the scope of this title, by?creditor? it is also understood the lessor in a rental or the lessor or financor in a leasing contract concluded for a period longer than a year, the assignee of accounts receivables, the consignor and the beneficiary of a security interest created by a legal act set forth under art.2 letter b). deposit account: means time, demand, savings, passbook or other similar accounts maintained with a bank. rental, including leasing, concluded for a term exceeding one year includes: - rental of goods, including leasing, concluded for an indefinite term. - rental of goods, including any type of leasing, initially concluded for a term of one year or less, if the lessee or the beneficiary, with the consent of the lessor or the Financor, retains uninterrupted possession of the good for more than one year, calculated from the delivery of the good. However, the rental agreement is considered to have duration longer than a year only upon the expiry of such period. - rental of goods, including any type of leasing, for a term of one year or less, with respect to which the contract provides that it can be extended for one or several periods. Nevertheless, the provisions of para (1) letter d) do not apply to the lease of goods by the lessor or by the Financor which does not have as object of activity the rental or leasing of goods and to the lease of movables which are accessories to an immovable, needed for the proper utilisation of such immovable.

4 Art.5 The application of the provisions of this title is not affected by the fact that the accounts receivable used as security interest is in its turn secured by a legal act which is not subject to this title. Art.6 1. It is considered that all movables, tangible or intangible, are subject to the provisions of this title. 2. It is also subject to the provisions of this title any tangible movable or movable which is an accessory to a real estate, but which can be removed or taken out of the real estate, except for the buildings and construction materials, even if the parties have named the respective contract a mortgage. 3. By?buildings? it is understood the erection of a structure, opening of a mine or starting a work carried out at the surface or underground. The phrase?construction materials? means those materials which are incorporated in a building and includes the goods affixed to a building in such a manner as they can be detached only by producing damage amounting to a greater value than that of the materials obtained as a result of the removal operation. 4. This title also applies to the goods provided by art of the Civil Code. 5. The following goods are subject to the provisions of this title: fungible and nonfungible stock of goods; the credit balances in deposit accounts, savings accounts or time deposits in banking or other financial institutions; deposit receipts, bills of lading and similar documents; shares and social parts in joint stock and limited liability companies; the rights to exploit natural resources and to operate public services, under the law; rights arising from patents, trademarks and other intellectual, industrial or commercial property rights; accounts receivables, whether secured or unsecured; negotiable instruments, including instruments secured by a mortgage; all the personal property of the debtor which may include goods in circulation and future goods; forest, agricultural crop, minerals and hydrocarbon to be extracted or which have been

5 extracted; insurance policies; the right arising from rental or land lease (arenda) of real property; equipment, installations, agricultural machinery and the like; corporate rights; any right, whether or not exclusive, to deal with personal property or to provide services, that may be assigned by the grantee notwithstanding that the assignment is subject to restriction and notwithstanding that the assignment may require the consent of the grantor or any other person; rented or leased personal property for a period longer than a year; any such other goods. Art.7 In the scope of this title,?secured property? means all the goods provided by art.6 as well as the products thereof, pursuant to art.12. Art.8 This title does not apply to: assignment of succesoral rights and of intellectual and industrial property rights; privileges, rights of retention except for their ranking of priority vis-à-vis security interest, according the provisions of chapters 3 and 4; Art.9 1. The security interest governed by this title constitutes a right in rem whose scope is to secure the fulfilment of any obligation. 2. The security interest grants to the secured creditor the right to satisfy its claim with the secured property before any other unsecured creditor and before other creditors whose security interest or rights over such secured property has a lower ranking of priority, as provided in Chapter The security interest regulated by this title may be created with or without dispossession of the person who grants the security interest over the secured property. Art. 10

6 1. Any type of obligation to give, to do or not to do may be secured with the security interest regulated by this title, including present or future obligations, whether conditional or not, whether severable or not, determined or likely to be determined, denominated in national or foreign currency. 2. The security interest fully covers the secured obligation. Unless the parties otherwise agree, the secured obligation includes the accrued and unpaid interests on the principle obligation and the expenses incurred by the creditor in taking possession and selling the secured property after the debtor s failure to fulfil its obligation. In addition, unless the parties otherwise agree and should the secured property is in the secured party s possession, reasonable expenses, including the insurance cost and payment of any other taxies incurred in obtaining and maintaining possession of the secured property and in its preservation in proper conditions are borne by the debtor, being also secured by the secured property. 3. The security interest may have as object an individualised or a generically determined movable asset, or a universality of movable assets. In the event that the secured property is a universality of movable assets, including a fond de comert, the content and the characteristics thereof shall be determined by the parties by the date of creating the security interest. In this case, it is not necessary for the items comprising the secured property to be in a state functional interdependency. Art If the debtor fails to fulfil its obligation, the security interest entitles the creditor to take possession over the secured property or to retain the secured property and the right to sell it to obtain the payment for the secured obligation. 2. The security interest also entitles the secured creditor to the following rights: the right to inspect the secured property during the debtor s working hours in such a way as not to affect its activity; the right to deem that the secured obligation has become exigible and to proceed with the enforcement of the security interest under the conditions provided in this title, should it determines the lack of proper maintenance of the secured property or other facts likely to make the enforcement of the security interest difficult or impossible, as such are established by the security agreement. The creditor may exercise this right only if it has reasonable commercial grounds to believe that the secured property has been or is about

7 to be placed in jeopardy or there is a possibility that payment is about to be impaired. Art In the context of this title, the?products obtained from realisation of the secured property? means any asset received by the debtor upon the sale, exchange, the fruits or products as well as the insurance proceeds or from any other form administration or disposition thereof, including the amounts arising from any subsequent operations. 2. The value of the insurance indemnity over the secured property represents the result of trading of the secured property as long as the amount to be paid is owed to either party of the security agreement or to the representative of such party. CHAPTER 2 - CREATION OF SECURITY INTERESTS IN PERSONAL PROPERTY Art The security interest in personal property shall be created only by a security agreement. 2. The security interest in securities shall also be created, by inalienability of such securities in compliance with the rules of the market on which they are traded or based on the parties? agreement with regard to the securities which are not listed on an authorised market. 3. The security interest in securities may also be created, as the case may be, by endorsing the respective securities in compliance with their governing regulations. Art The security agreement is the agreement pursuant to which a security interest in goods or rights is created for the benefit of a certain creditor. 2. The security agreement must be concluded in authentic form or by deed under private signature and must be signed by the debtor. The term?deed under private signature? means any mode of communication that preserves the registration of the information contained therein and which can be reproduced in tangible form and cannot be changed unilaterally. Art.15

8 The security agreement may either indicate the maximum amount of the secured obligation or not. Art The security agreement must contain a description of the secured property. Nevertheless, the secured property may be described by genre, object by object or through the generic phrase?all present and future personal property. All personal property? represents a sufficient description. If the secured property consists of a sum of money deposited into a bank account, the respective account shall be distinctly individualised. 2. In addition, the security agreement may provide the creditor's right to collect, on the account of its debt, the fruits and/or products of the secured property, but, in this case, the conditions and the proportion in which the secured obligation shall be reduced shall be mandatory stipulated. 3. The security agreement may provide for guaranteeing the making of advance payments.?advance? means granting of any amounts, credits or other values which include the debtor's obligation to pay interests, costs arising from obtaining the credit as well as other taxes payable by the debtor, related to the advance or to the enforcement of the security interest which has guaranteed the advance payment.? Future advance? means a payment, which may either arise or not from on obligation and which includes the advances and the reasonable expenses arising from such as well as the expenses incurred for the protection, maintenance, preservation or repair of the secured property. Art.17 The security agreement is an executory title. Art The security agreement may provide for to a security interest in future assets. Such a security interest becomes effective when the debtor obtains the ownership right over the assets that falls within the description set out in the agreement. 2. The rank of priority over future assets against third parties is established upon the moment of fulfilling the publicity formalities regarding the respective security interest, in compliance with the requirements for establishment of the priorities provided in Chapter 3, even if such moment may occur before the debtor has obtained a right over the secured property.

9 Art.19 For the purposes of this title, any natural or legal person, Romanian or foreign, may be party to agreement securing an obligation for any type of transaction. Art The security agreement may provide that the secured property secures the fulfilment of a future obligation. Such a security interest comes into existence when the secured party transfers the funds, which create the debt and thus fulfilling the condition required for the existence of the principle secured obligation. 2. The priority of the security interest securing future obligations against third parties commences upon the moment of fulfilling the publicity formalities with regard to the secured interest in compliance with the provisions of Chapter 3. This ranking of priority shall be preserved even though it is established before the transfer of funds or of other obligations required for the existence of the principle secured obligation. Art For the duration of the security agreement, the debtor may administer or dispose in any manner of the secured property and of its products inclusively through renting, granting of another security interest or sale. 2. In addition, the secured property may be distrained in favour of a creditor on the basis of the judicial enforcement procedure. 3. The disposition acts related to the secured property are valid even if the person who has acquired the property is aware of the contractual provision of the security agreement which forbids the transfer or which states that the transfer as being equivalent to nonfulfillment of the obligation. Art The clauses of a security interest may not impose obligations of anticipated and immediate payments on demand, either in whole or in part, of the principle secured obligation or call for by such any other payment or debt to the debtor, in the event that the debtor grants a second security interest in the same property; such clauses shall be null dejure except for the case when the creditor has objective reasons to believe that the secured property has been or is about to be placed in jeopardy or that the prospects of payment was or is about to be impaired.

10 2. Any agreement forbidding the assignment of accounts receivables or conditions it only to the consent of the assigned debtor or considers it as a failure to fulfil an obligation is null and void. Art Pursuant to this title, the security interest maintains its existence and validity over the secured property or right in compliance with art.38, except for the case when, the creditor agrees, expressly or implicitly, to seek enforcement only with respect to the products of the initial asset. 2. If the debtor does not fulfil its obligation and disposes of the secured property or right, the creditor has the possibility to exercise its right over the secured property which is held in possession by a third party or over the products resulted from such secured property, or over them both. 3. In case that a creditor enforces a security interest both over the secured property and over the products of such, the amount secured by the original asset and its products shall be limited to the market value of the secured property upon enforcement. Art Any asset replacing the secured property or the asset, which incorporates the value of the secured property, shall be considered to be produced of the initial asset - except for the case when the debtor proves to the contrary. 2. The secured property shall continue to be considered as such even in the event that it has become accessory to a real property as provided by art.6. This provision shall apply in the same manner to the products of the secured property. Art.25 The goods represented by a title, including deposit receipts or bills of lading, may be the object of a security interest only by creating such security interest over the titles representing them, according to the provisions of this title. Art When the security agreement does not specify the maximum value of the secured obligation, such as securing a credit line, or when the security interest covers all the debtor's goods or only certain types of goods, the debtor may at any moment request for a statement regarding the value

11 of the obligation which has remained to be secured or a detailed list containing the secured property. In this respect, the debtor shall give the creditor a list comprising an approximated evaluation of the secured property to be certified by the creditor. 2. Within 30 days, the creditor shall reply to the debtor. Otherwise, it will be deemed that the creditor has implicitly agreed, and thus the debtor's estimation shall become valid. Art The security interest terminates upon the fulfilment of the secured obligation, except for the case when the parties have agreed, by contract, that the security interest also covers future obligations as well as in other cases provided by law. 2. The security interest may also terminate: by a releasing act of the creditor which should specify the termination in whole or in part of the secured obligation; by court order. 3. Within 40 days after the security interest terminates, the creditor must register a notice with the Archive with regard to the termination of the security interest. The Archive shall enter a mention in the corresponding filing entry with regard to the termination of the security interest. The regulation for the application of this title must provide the form and the content of this notice as well as the registration manner of such with the Archive. 4. Subsequent to the fulfilment of the secured obligation, the secured creditor shall, upon the debtor's request, immediately return possession of the secured property in the event that such creditor has previously come into possession of such. 5. Failure to comply with the requirements set forth under paras 3 and 4 may result in compelling the creditor to pay damages to the debtor in a quantum representing at least the equivalent in Lei of EURO 200. Chapter 3 - Publicity and Rank of Priority of Security Interests Art.28 A security interest and other real encumbrances over goods which are subject to this title have a

12 ranking priority against third parties, including the state, established at the time such security interest or encumbrances have been made public by using one of the methods provided by this article. Art The security interests and encumbrances created in personal property which are subject to this title meet the publicity requirement on the moment of registration the?security interest notice with the Electronic Archive of Security Interests in Personal Property hereinafter called?archive. 2. The registration with the Archive does not confer validity to a security interest, which is null. 3. By registration of the security interest, the creditors to the benefit of which a security interest in the same property is subsequently registered are presumed as having knowledge of the existence of the security interest, contrary evidence not being admitted. Art The following are excepted from the provisions of art.29: the security interest, if the secured obligation upon conclusion of the security agreement over tangible personal property does not exceed the equivalent in Lei of EURO 300, the publicity of which may be performed either by taking possession of the secured property or by registration of the security interest notice with the Archive. the security interest or the encumbrance created over money, securities or titles representing goods, including deposit receipts and negotiable bills of lading, as well as cheques and promissory notes, the publicity of which may be carried out only by holding possession of the instrument or by endorsement of such, if the transfer of the respective instrument requires possession or endorsement. Registration with the Archive is not a valid publicity method in these cases. the security interest or the real encumbrance over securities, which, pursuant to the regulations of securities market, may be transferred simply by being recorded into the records kept for the market on which they are traded, shall be deemed as being made public as of that moment; registration with the Archive is not a valid publicity method in these cases. the security interest or the encumbrance created over ships or aircraft's should be

13 made public by registration of a security interest notice with the registry where the ownership title over such has been recorded. The registry should enter the security interest under the entry where the ownership right over the asset has been recorded. 2. The possession of a secured property provided by para 1 letters a and b must be made public. The possession is public if it can be easily acknowledged by third parties. If the secured property is lawfully held in possession by and is under the control of the creditor or of its representative, but it is created, with respect to third persons, the appearance that the possession belongs to the debtor, the creditor's possession does not represent public possession. Art.31 In case of goods in consignment within the scope of this title, the consignee is responsible for registration of a security interest notice form with the Archive with regard to the respective goods. If the consignee fails to fulfil this obligation and the consignor suffers damages due to such failure, the consignee is liable for the payment of certain damages in a quantum representing at least the equivalent in Lei of EURO 200. Art.32 Between a security interest over stocks of goods, including future stock, and a security interest in certain goods on the inventory of such stocks, generically determined, the security interest, which has been, registered first has priority. Art.33 The following are excepted from the general rule setting the ranking priority provided by art.28: the security interest created in favour of the seller of the good or of the creditor whose loan enabled the purchase of the good. This has priority over a prior security interest or before other encumbrance provided that, before the debtor has obtained the possession over the secured property, the security interest notice has been registered with the Archive, and the seller or the creditor notifies the creditor which has been previously secured about the sale and about the registration of the of the security; the security interest over the crop or over the products which will be obtained from trading it, created in view of obtaining the funds needed by the debtor to produce such crop or created during the period of growing plants or during a 6 month period before

14 harvesting. This has priority over any other security interest or encumbrance as of the moment of its registration with the Archive; the security interest over poultry, cattle, horses, ship, swain and fish or over the products thereof created to ensure the funds necessary for enabling the debtor to acquire animal food, drugs or hormones necessary for feeding or treatment of animals or fish. This has priority over any other security interest or encumbrance created over the same good or its utilities, other than the security interest created for the benefit of the seller of animal food, drugs or hormones. Art.34 In the cases in which products arise and the description of the good initially registered with the Archive is not broad enough to cover the type of products arisen, the ranking priority established by registration with the Archive extends over all the products, if, within 15 days from obtaining them, the creditor expresses its interest in these by modifying the security interest notice form which describes them. The requirement to modify the notice form and to re-register it does not operate in the situations when the products are amounts of money, checks or deposit accounts in a bank or similar institution. Art When the Archive registers a security interest in movables affixed to land, the security interest notice shall contain the description, address and registration with real property publicity registries. 2. The mortgage encumbered on all amelioration's carried out subsequent to the creation of the mortgage, pursuant to art.1777 of Civil Code, shall ensure the priority over the creditors which have created a security interest in such amelioration's only provided that such mortgage over the amelioration's have been registered with the Archive even if the mortgage was registered with the transcription/inscription registries. Art Any creditor which, without being party to a security agreement, has a privilege simply by the operation of law, including the privilege of the state for taxes due, has priority over the creditor's security interest in the good at issue only from the time the privilege meets the

15 publicity requirements its registration with the Archives or by possession of it. 2. However, the privilege of the warehouseman for the expenses incurred with storing the asset has priority over the security interest in the same asset, as of the moment the privilege has been registered with the Archives. The notice for registering such privilege should indicate the deposit receipt representing the assets. The regulations for the application of this title shall provide the type of form and the manner of filling in such form. Art.37 The creditor, which has obtained, by court order, the right to enforcement over personal property has priority over the creditors holding security interests in such personal property only upon fulfilment by the respective creditor of the publicity formalities provided by art.28. Art In the event that the purchase price of an asset does not exceed the equivalent in Lei of EURO 1,000, the security interest is not opposable to the person which acquired the secured property in a public sale, even if the security interest is registered and the purchaser is aware of the existence of such security interest. 2. Any security interest previously registered with the Archives shall be opposable to the buyer provided that the purchase price of the asset exceeds the equivalent in Lei of EURO 1,000. The debtor shall submit to the buyer a writ issued by the Archive certifying the existence of all security interests or encumbrances in the goods or another writ from every holder of a security interest or encumbrance stating that the goods are free from any encumbrances. 3. Nonfulfillment by the debtor of the obligation provided by para 2 results in engaging the liability of such debtor for any damage caused to the secured creditor, in a quantum representing at least the equivalent in Lei of EURO 500. Art In case that the secured property is held in possession by the creditor or by a third party which represents the creditor, such persons have the rights and obligations provided by the Civil Code for the voluntary bailment. 2. The creditor shall collect the fruits or interests on the secured property for the account of the debtor.

16 3. Unless otherwise stipulated, the collected fruits and interests shall be firstly applied to the normal expenses for the preservation of the goods, then to the interests and finally to the quantum of the secured obligation in order to reduce the amount thereof. Art.40 The creditor or its representative which has taken the possession of the secured property is bound to return the property to its owner once the secured obligation has been fulfilled. Such person is liable for any damage resulted from the loss, deterioration, unjustified delay in returning the secured property or unjustified refuse to accept payment of the secured obligation. Art.41 If the debtor has possession of the secured property, the alienation, destruction or degradation due to negligence or the depreciation of such due to lack of diligence, provided that the creditor has been prejudiced, shall result in engaging the liability of the debtor, which shall pay damages in a quantum representing at least the equivalent in Lei of EURO 500. Art.42 Besides the rights and obligations established by the security agreement, the possessor of the secured property shall have the following obligations: to maintain the secured property and to use it as a diligent owner; to keep, if necessary, accurate accounting records of the secured property and, as the case may be, of its products, in compliance with the legislation in force. Art.43 Any security interest may be transmitted by assignment. Even a deed under private signature may serve as proof of the assignment. Art.44 The registration of a security interest notice is valid for a 5-year period. The creditor may renew the registration before its expiration, for another 5-year period or for another period of time. In case that the registration is not renewed, the Archive may erase any other registration in its database.

17 Chapter 4 - Electronic Archives of Security Interests in Personal Property Art The registration of the operations regarding security interests in personal property shall be performed in the Electronic Archive of Security Interests in Personal Property, hereinafter called the Archive. 2. The Archive is a system for the recording of the priority of security interest in personal property, structured on persons and on goods. 3. The Government, by the Oversight Authority, shall concession, by public auction, the right to exploit the Archive, to any natural or legal persons which meet the requirements set by regulation. The authorised persons comprise the body of operators of the Archive, hereinafter called the body of operators. The operators may organise themselves in an association, under the law. Art The legal persons authorised to operate the Archive shall designate a Director of the Archive, hereinafter called the Director, who should be a person with a high moral profile and should enjoy a good enough material standing as to be able to bear the potential damages. The authorised legal persons shall be held liable for the actions of the person they have assigned as director. 2. The operators are empowered, under the Regulation, to authorise other persons who shall have the competency to directly register with the Archive the notice forms of security interest in personal property, hereinafter called authorised agents. Art The Government shall name the governmental agency, hereinafter called the Oversight Authority, which will supervise the body of operators and authorised agents to ensure the compliance with the provisions of this title. 2. Whenever necessary, the Oversight Authority shall inspect the manner in which the Archive operates, in order to verify the compliance with the provisions of the law.

18 3. The Surveillance Authority may immediately withdraw the authorisation granted to an operator or authorised agent, when it acknowledges the fact that the respective operator or authorised agent has failed to observe the provisions of this title or of the Regulation issued for the application thereof. Art The Oversight Authority must investigate any complaint regarding failure to comply with the provisions of this title and of other regulations by operators, authorised agents or by the director of the Archive. 2. The Oversight Authority shall communicate its conclusions to the body of operators and shall decide with respect to the most adequate measures. 3. The Oversight Authority has the power to confiscate all the records of the Archive, to take control and to carry out the financial-accounting audit of such service if it ascertains gross and repeated breaches of law throughout the operation of the respective service. Art The Archive shall be organised in a single, easily accessible database. 2. The Archive shall register the security interest notices and other mentions without performing the control of the legality or a control of any other nature. Registration of the security interest notices is an obligation, and the personnel of the Archive is not entitled and cannot be bound to take measures with regard to the accuracy of the information recorded by the Archive. 3. The database shall accurately reflect only the recorded information having the obligation to keep it updated. 4. The security interest notices shall be alphabetically classified and the registrations are searchable under the debtor's name and under the serial number in the case of vehicles. Art.50 The registration of a security interest notice with the Archives shall not be conditioned by the submittal of documents certifying payment of taxes levied on the secured property, on the loan granted or any other taxes of any nature. Also, the registration with the Archive shall not be conditioned by the obligation to verify the possession of the secured property either.

19 Art The level of the fee for registering a security interest shall be established upon free competition between the operators in the body of operators and the authorised agents. 2. The Oversight Authority shall ensure a fair competition. 3. The Oversight Authority shall forbid publication of comparative tables with regard to the level of fees and any other measures aimed at limiting the advertisement regarding the level of fees received by operators and authorised agents in exchange for the registration services or for authorising new authorised agents by operators. Art The operators are entitled to establish fees for the access to the database, the level of which must be sufficient to cover the cost of operating such database. 2. The financial situation of the operators with regard to the expenses incurred for operating the database shall be verified from the financial-accounting standpoint, by a firm selected by operators, from a list accepted by the Oversight Authority. 3. The Oversight Authority shall decide whether the funds provided for the operation of the database are sufficient and has the right to order that the appropriate measures be taken for enlarging the competition, if it ascertains that the earnings resulted in excessive revenues for the body of operators. Art In case that the operator uses more than a computer or the authorised agents use separate computers to enter data, the various databases containing registrations shall be connected in a network and thus the Archive shall operate as one system. 2. The Archive shall use interlinked databases of a kind that permits any person to search and electronically record from any point connected to the network. In such a case, the director of the Archive shall administer such extended network. Art The Archive is public and may be consulted during the hours established by the Oversight Authority. 2. Consultation shall be free of charge - in case of unmediated access - unlimited and

20 unconditioned. The Archive may ensure public access in order to obtain and copy the information in the archives. The long-distance access may be also permitted by telephone, Internet and other methods provided by the regulation, even outside the operation hours. Art Entries of data in the Archive must be made on special forms, in compliance with this title and with the regulation issued for the application hereof, which shall represent the adequate document for the performance of the registration with the Archive and which shall produce effects against to third parties. 2. The regulation issued for the application of this title shall establish certain technical standards of general use applicable to database of the Archives. Art The applicant who wishes to register a document to make public its intention to create a security interest must submit or deliver to the Archive, by any means, a security interest notice filled in compliance with the requirements of the regulation. There are no requirements as to the certification or authentication of the signature on such form, or as to the payment of any duty. 2. The registration of the intention to create the security interest expires after the lapse of a 2- month period as of the registration date. 3. If the security interest is created, such interest shall have the rank as of the date of the registration of the intention. Art When any person authorised to operate the Archive receives a form, such person shall record the information contained in the form into the database either manually or by electronic means. 2. The database should contain irrefutable and valid information regarding the time, date, hour, minute, second the notice was registered. Art.58 Within 24 hours as of the registration of the security interest notice at the most, each creditor is compelled to send a copy of the notice to the debtor.

21 Art The security interest notice includes: debtor's name, domicile, residence or the chosen domicile, creditor's name, domicile, residence or the chosen domicile, secured property or rights, number/series of the registration of title over the secured property, data regarding the principal real property if the secured properties are accessories to the real property, and if the secured obligation is conditional, a limit of time for the expiry of the registration - according to the security agreement - and, optionally, the maximum value of the secured obligation. 2. In the event there is an inconsistency between the data in the security interest notice form and those in the security agreement, those contained in the security interest notice form shall prevail in the relationships between third parties and those between parties and third parties. Art In exercising the rights and obligations of the parties with respect to third parties, it is deemed that such parties have the chosen domicile at the address indicated in the security interest notice. All the notifications sent in compliance with the security agreement to the address mentioned in the security interest notice form shall be valid and shall produce effects. 2. Any party may change its domicile by properly informing the other party at the address indicated in the form and by informing the Archive. Art The secured creditors shall request the operator to enter the mention about the termination of the security interest in the Archive, within maximum 40 days as of the date of the termination of the secured obligation. The secured creditor which fails to fulfil such obligation is held liable for the payment of the direct or indirect damages caused to the debtor. In this case, the value of the damages which are to be paid cannot be less than the equivalent in Lei of EURO The regulations of the Archive shall establish the verification methods which shall proof that the registration of the mention has been requested indeed by the secured creditor as well as methods for erasing the security interest from the database. Chapter 5 - Enforcement of Security Interests

22 Art In case of nonfulfillment of the secured obligation, the creditor may choose between initiating the enforcement procedure provided by the Civil Procedure Code or enforcing the security interest in compliance with the provisions of this chapter. 2. Unless otherwise stipulated, the provisions of this chapter are applicable only to the security interests over assets securing the fulfilment of an obligation which is subject to this title. The obligation has to be certain and exigible. Art In case the debtor does not fulfil its obligation, the creditor has the right to satisfy its claim with the secured property. In this respect, the creditor has the right to take possession, by peaceful means, the secured property or the products resulted from trading such property, as well as the titles and the deeds which acknowledge the ownership right of the debtor over the good, no prior authorisation or notification being required and without payment of any taxes or fees. 2. By exercising the right to take possession of the good, the creditor should not disturb public order, should not resort to physical force or to any other means of intimidating the debtor nor it should resort to any other means to force the debtor on the moment of taking possession of the good. 3. Throughout the peaceful taking of possession of the good, the creditor may not, at any moment, be accompanied by a civil servant or by a police officer. 4. For taking possession over the good in compliance with paras 1-3, the security agreement must include the following phrase In case of non-performance, the Creditor may use self-help in taking possession of the Secured Property. Art Any person having possession of the secured property shall turn over such property, upon the request of the creditor whose obligation reached the maturity date and whose security interest has a higher ranking priority according to this title, as to enable the enforcement of the security interest according to the procedure provided by this title. 2. Except for the aforementioned situation, during the period of enforcement of a security interest, no other creditor may request the taking possession of the respective good.

23 Art.65 The creditor may sell any secured property, even if such property is held in possession by the debtor. In such case, the buyer of the good has the same right to take possession as the secured creditor, under the provisions of this title. Art.66 At any time until the sale of the good by the creditor, the debtor may pay to the creditor the entire due amount together with the reasonable expenses, incurred with the taking of possession and sale of the good, thus extinguishing the debt. The creditor is bound to accept the payment, to immediately stop any enforcement procedure and to return the property to the debtor. Art.67 If taking possession of the secured property in a peaceful way is not possible, the secured creditor may, through the judicial executor in charge with the enforcement or through the bank officer, as the case may be, or with the assistance of any other enforcement officer, take possession of the good. The creditor's application shall be supported by a certified copy of the registration with the Archive, a copy of the security agreement and by a description of the good which is to be taken in possession. Upon the request of the enforcement bodies, the police officers are bound to assist the creditor to take possession of the good. Art Within 48 hours as of the receipt of the application, the enforcement officer shall go to the place where the secured property is, shall take possession of it and deliver it immediately to the creditor. The enforcement officer shall prepare minutes in two counter parts, of which one shall be kept with the enforcement file and the other shall be handed to the debtor which shall sign for receipt. In the event that recourse to force is needed, the enforcement officer must return during the same day, accompanied by police officers, to take possession of the secured property. 2. The creditor shall bear the expenses and risks related to the transportation and storage of the goods at issue. Art.69

24 1. The parties may agree, by the security agreement, on the method of selling the encumbered goods as a result of failure to fulfil the obligation. 2. In the absence of such agreement, the creditor shall sell the secured property in a reasonable commercial manner which should ensure that the best price be obtained. The method, manner, place and time of the sale should observe the adequate commercial practices, used by the persons who currently sell similar goods on the respective market. 3. The adequate commercial practices may be: direct sale to a third party, sale by auction advertised in a newspaper, sale on public markets or by any other reasonable commercial method applied to the type of goods subject to sale. The creditor shall choose from among the various reasonable commercial methods of sale the one which ensures the obtainment of the best price. Art The buyer retains ownership over the secured property free of any existing security interest or encumbrance. 2. The titles or deeds acknowledging the ownership right of the debtor over the asset and the security agreement, together with the mention entered with the Archive regarding the termination of the security interest, prove the ownership right of the buyer or, as the case may be, of the creditor which has adjudicated the asset. Art Prior to the sale, subject to nullity and liability for caused damage, the creditor shall notify the sale to the debtor and to the other creditors which have registered a security interest notice regarding the same debtor and asset, as well as to the owner of such secured property, if the debtor is not the owner of the respective property. 2. The notice shall be communicated to the persons mentioned under para 1 to their domicile, in such a way as to be received with at least 5 full days before the sale, and shall indicate the place, day, hour at which the sale shall take place as well as the conditions of the sale. 3. The notice shall be made by any means which shall ensure proof of the receipt thereof and, if needed, it shall be handed over by an adult person. 4. The creditor may sell the asset even before the notice, if the respective asset is perishable.

25 Art.72 The creditor shall initiate and terminate the enforcement procedure of the security interest within a reasonable period of time, depending on the type of goods and in compliance with the usual market practices which may ensure the selling of the asset at the best price. Art.73 The creditor cannot adjudicate the secured property in the sale that it has initiated unless it has previously allowed the third parties to participate in the sale, except for the case when the parties otherwise agreed. The asset adjudicated by the creditor shall be free of any encumbrances, except for those which were registered before the registration of its security interest. Art.74 In the event that the results obtained from the sale of the asset following the enforcement are insufficient to cover the payment in full of the secured obligation, the debtor shall continue to be liable for the remainder of payment. In this case, the creditor may satisfy the remainder of its claim as an ordinary creditor. Art Within 5 full days as of the receipt of the notice, the debtor, creditor or the owner of the asset, if it holds an interest, may challenge the sale of the asset. 2. The court shall settle the claim within 3 full days. The court decision may be appealed within 3 full days as of the communication of the decision. The appeal shall not suspend the enforcement of this decision. 3. The court may order the cease of the enforcement initiated by the creditor if the debtor has paid, in compliance with art.66, as well as the return of the movable to the debtor. In case that the court ascertains that the sale would be carried out by breaching the provisions of art.69 paras 2 and 3, it shall establish the appropriate conditions and rules and shall approve the sale. Art When the creditor is aware of the fact that the debtor is not the owner of the secured property, the respective creditor shall deliver to the owner of the secured property what has been left from the sale.

26 2. In the event that the creditor is not aware of this circumstance, it is exonerated of any liability provided that it has delivered to the debtor what has been left from the sale of the asset. Art The parties may agree that the sale of the secured property to take place without the taking of possession of the good by the secured party. 2. In such a sale, the parties may agree that the debtor remains in possession of the assets, as lessee. The debtor's right shall be opposable to any third party which acquires the movable. Art In the event that the secured property is sold, the creditor shall distribute the proceeds of the sale in the following order: payment of the expenses resulting from the maintenance, preservation, taking in possession and sale of the asset. payment of the interests and of the secured claim which has the first rank of priority even if such claim is not exigible; 2. Any amount remained after satisfying the creditor with the highest rank of priority shall be distributed to the other creditors in the order of their priority established by the provisions of Chapter 3, even if the claims of such creditors have not become exigible. Only after the payment in full of a creditor the payment of a subsequent creditor may start. 3. Within 3 days after receiving the proceeds of the sale of the secured property, the creditor which has sold it shall transfer any surplus to its debtor or to its representative. If the payment of the surplus cannot be effected, the respective amount shall be deposited into a bank account, and the debtor shall be subsequently informed in this respect by the creditor. 4. Any agreement between the creditor and the debtor establishing another destination for the amounts shall be null and void de jure. Art.79 The creditors and debtors cannot intervene in order to change the rank of priority established under this title. Art.80