REPRESENTATIVES Willamowski, Womer Benjamin, Manning, Seitz, Flowers, Gilb, Carey, Schmidt, Collier, Callender, Lendrum, Faber, Jones, Salerno

To amend sections 111.18, 317.12, 317.32, 317.321,

1

1301.01, 1301.05, 1301.12, 1302.01, 1302.13,

2

1302.39, 1302.42, 1302.43, 1302.44, 1302.46,

3

1302.90, 1303.02, 1304.20, 1307.14, 1307.31,

4

1308.02, 1308.05, 1308.16, 1308.24, 1308.27,

5

1308.60, 1309.08, 1309.11, 1309.13, 1309.15,

6

1309.16, 1309.18, 1309.20, 1309.23, 1309.25,

7

1309.28, 1309.30, 1309.32, 1309.35, 1309.36,

8

1309.401, 1309.431, 1310.01, 1310.31, 1310.35,

9

1310.37, 1311.55, 1317.01, 1317.12, 1317.13,

10

1317.16, 1321.16, 1321.58, 1321.83, 1329.68,

11

1336.08, 1548.11, 1701.66, 4503.31, 4505.04,

12

4505.10, 4505.13, and 4519.68; to amend, for the

13

purpose of adopting new section numbers as

14

indicated in parentheses, sections 1309.08

15

(1309.108), 1309.11 (1309.110), 1309.13

16

(1309.202), 1309.15 (1309.204), 1309.16

17

(1309.205), 1309.18 (1309.207), 1309.20

18

(1309.317), 1309.23 (1309.312), 1309.25

19

(1309.315), 1309.28 (1309.331), 1309.30

20

(1309.401), 1309.32 (1309.334), 1309.35

21

(1309.339), 1309.36 (1309.402), 1309.401

22

(1309.528), and 1309.431 (1309.505); to enact

23

sections 1109.75, 1305.18, 1309.101, 1309.102,

24

1309.103, 1309.104, 1309.105, 1309.106, 1309.107,

25

1309.109, 1309.201, 1309.203, 1309.206, 1309.208,

26

1309.209, 1309.210, 1309.301, 1309.302, 1309.303,

27

1309.304, 1309.305, 1309.306, 1309.307, 1309.308,

28

1309.309, 1309.310, 1309.311, 1309.313, 1309.314,

29

1309.316, 1309.318, 1309.319, 1309.320, 1309.321,

30

1309.322, 1309.323, 1309.324, 1309.325, 1309.326,

31

1309.327, 1309.328, 1309.329, 1309.330, 1309.332,

32

1309.333, 1309.335, 1309.336, 1309.337, 1309.338,

33

1309.340, 1309.341, 1309.342, 1309.403, 1309.404,

34

1309.405, 1309.406, 1309.407, 1309.408, 1309.409,

35

1309.501, 1309.502, 1309.503, 1309.504, 1309.506,

36

1309.507, 1309.508, 1309.509, 1309.510, 1309.511,

37

1309.512, 1309.513, 1309.514, 1309.515, 1309.516,

38

1309.517, 1309.518, 1309.519, 1309.520, 1309.521,

39

1309.522, 1309.523, 1309.524, 1309.525, 1309.526,

40

1309.527, 1309.529, 1309.601, 1309.602, 1309.603,

41

1309.604, 1309.605, 1309.606, 1309.607, 1309.608,

42

1309.609, 1309.610, 1309.611, 1309.612, 1309.613,

43

1309.614, 1309.615, 1309.616, 1309.617, 1309.618,

44

1309.619, 1309.620, 1309.621, 1309.622, 1309.623,

45

1309.624, 1309.625, 1309.626, 1309.627, 1309.628,

46

1309.702, 1309.703, 1309.704, 1307.705, 1309.706,

47

1309.707, 1309.708, and 1309.709; and to repeal

48

sections 111.25, 1309.01, 1309.02, 1309.03,

49

1309.04, 1309.05, 1309.06, 1309.07, 1309.10,

50

1309.111, 1309.112, 1309.113, 1309.12, 1309.14,

51

1309.17, 1309.19, 1309.21, 1309.22, 1309.24,

52

1309.26, 1309.27, 1309.29, 1309.31, 1309.33,

53

1309.34, 1309.37, 1309.38, 1309.39, 1309.40,

54

1309.402, 1309.41, 1309.42, 1309.43, 1309.44,

55

1309.45, 1309.46, 1309.47, 1309.48, 1309.49, and

56

1309.50 of the Revised Code to adopt the revisions

57

to the secured transactions portion of the Uniform

58

Commercial Code that were recommended by the

59

National Conference of Commissioners on Uniform

60

State Laws and to make related changes in the

61

Uniform Commercial Code and the Revised Code and

62

to declare an emergency.

63

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO:

Section 1.  That sections 111.18, 317.12, 317.32, 317.321,	64
1301.01, 1301.05, 1301.12, 1302.01, 1302.13, 1302.39, 1302.42,	65
1302.43, 1302.44, 1302.46, 1302.90, 1303.02, 1304.20, 1307.14,	66
1307.31, 1308.02, 1308.05, 1308.16, 1308.24, 1308.27, 1308.60,	67
1309.08, 1309.11, 1309.13, 1309.15, 1309.16, 1309.18, 1309.20,	68
1309.23, 1309.25, 1309.28, 1309.30, 1309.32, 1309.35, 1309.36,	69
1309.401, 1309.431, 1310.01, 1310.31, 1310.35, 1310.37, 1311.55,	70
1317.01, 1317.12, 1317.13, 1317.16, 1321.16, 1321.58, 1321.83,	71
1329.68, 1336.08, 1548.11, 1701.66, 4503.31, 4505.04, 4505.10,	72
4505.13, and 4519.68 be amended; sections 1309.08 (1309.108),	73
1309.11 (1309.110), 1309.13 (1309.202), 1309.15 (1309.204),	74
1309.16 (1309.205), 1309.18 (1309.207), 1309.20 (1309.317),	75
1309.23 (1309.312), 1309.25 (1309.315), 1309.28 (1309.331),	76
1309.30 (1309.401), 1309.32 (1309.334), 1309.35 (1309.339),	77
1309.36 (1309.402), 1309.401 (1309.528), and 1309.431 (1309.505)	78
be amended for the purpose of adopting new section numbers as	79
indicated in parentheses; and sections 1109.75, 1305.18, 1309.101,	80
1309.102, 1309.103, 1309.104, 1309.105, 1309.106, 1309.107,	81
1309.109, 1309.201, 1309.203, 1309.206, 1309.208, 1309.209,	82
1309.210, 1309.301, 1309.302, 1309.303, 1309.304, 1309.305,	83
1309.306, 1309.307, 1309.308, 1309.309, 1309.310, 1309.311,	84
1309.313, 1309.314, 1309.316, 1309.318, 1309.319, 1309.320,	85
1309.321, 1309.322, 1309.323, 1309.324, 1309.325, 1309.326,	86
1309.327, 1309.328, 1309.329, 1309.330, 1309.332, 1309.333,	87
1309.335, 1309.336, 1309.337, 1309.338, 1309.340, 1309.341,	88
1309.342, 1309.403, 1309.404, 1309.405, 1309.406, 1309.407,	89
1309.408, 1309.409, 1309.501, 1309.502, 1309.503, 1309.504,	90
1309.506, 1309.507, 1309.508, 1309.509, 1309.510, 1309.511,	91
1309.512, 1309.513, 1309.514, 1309.515, 1309.516, 1309.517,	92
1309.518, 1309.519, 1309.520, 1309.521, 1309.522, 1309.523,	93
1309.524, 1309.525, 1309.526, 1309.527, 1309.529, 1309.601,	94
1309.602, 1309.603, 1309.604, 1309.605, 1309.606, 1309.607,	95
1309.608, 1309.609, 1309.610, 1309.611, 1309.612, 1309.613,	96
1309.614, 1309.615, 1309.616, 1309.617, 1309.618, 1309.619,	97
1309.620, 1309.621, 1309.622, 1309.623, 1309.624, 1309.625,	98
1309.626, 1309.627, 1309.628, 1309.702, 1309.703, 1309.704,	99
1309.705, 1309.706, 1309.707, 1309.708, and 1309.709 of the	100
Revised Code be enacted to read as follows:	101

Sec. 111.18.  (A) The secretary of state shall keep a record	102
of all fees collected by the secretary of state and, except as	103
otherwise provided in this section and in sections 1309.401	104
1309.528 and 1329.68 and division (C)(2) of section 3506.05 of the	105
Revised Code, shall pay, through June 30, 2001, fifty per cent of	106
them into the state treasury to the credit of the general revenue	107
fund and fifty per cent of them into the state treasury to the	108
credit of the corporate and uniform commercial code filing fund	109
created under section 1309.4011309.528 of the Revised Code and	110
shall pay, on and after July 1, 2001, all of them into the state	111
treasury to the credit of the general revenue fund. Through June	112
30, 2001, all of the fees collected under divisions (I)(2) and (N)	113
of section 111.16 of the Revised Code shall be paid into the state	114
treasury to the credit of that corporate and uniform commercial	115
code filing fund. On and after July 1, 2001, the following fees	116
shall be paid into the state treasury to the credit of that	117
corporate and uniform commercial code filing fund:	118

(1) Twenty-five dollars of each fee collected under	119
divisions (A)(2), (F), (G)(2), and (I)(1) of section 111.16 of the	120
Revised Code;	121

(2) Twenty-five dollars of each fee collected under division	122
(C) of section 1703.031 of the Revised Code;	123

(3) All fees collected under divisions (I)(2) and (N) of	124
section 111.16 of the Revised Code;	125

(4) All fees collected under section 1703.08 of the Revised	126
Code;	127

(5) Each fifty-dollar fee for amendments filed by foreign	128
nonprofit corporations under section 1703.27 of the Revised Code.	129

(B) The secretary of state may implement a credit card	130
payment program permitting payment of any fee charged by the	131
secretary of state by means of a credit card. The secretary of	132
state may open an account outside the state treasury in a	133
financial institution for the purpose of depositing credit card	134
receipts. Within forty-eight hours following the deposit of the	135
receipts, the financial institution shall make available to the	136
secretary of state funds in the amount of the receipts. The	137
secretary of state shall then pay these funds into the state	138
treasury to the credit of the general revenue fund, except as	139
otherwise provided by the Revised Code.	140

The secretary of state may pay the cost of any service charge	141
required by a financial institution or credit card company in	142
connection with a credit card payment program.	143

The secretary of state shall adopt rules as necessary to	144
carry out the purposes of this division. The rules shall include	145
standards for determining eligible financial institutions and the	146
manner in which funds shall be made available and shall be	147
consistent with the standards contained in sections 135.03,	148
135.18, and 135.181 of the Revised Code.	149

Sec. 317.12.  Upon the presentation of a deed or other	150
instrument of writing for record, the county recorder shall	151
indorse thereon the date, the precise time of its presentation,	152
and a file number. Such file numbering shall be consecutive and in	153
the order in which the instrument of writing is received for	154
record, except financing statements, which shall have a separate	155
series of file numbers and be filed separately, as provided by	156
sections 1309.381309.501 to 1309.40, inclusive,1309.527 of the	157
Revised Code. Until recorded, each instrument shall be kept on	158
file in the same numerical order, for easy reference. If	159
required, the recorder shall, without fee, give to the person	160
presenting such instrument a receipt naming the parties thereto,	161
the date thereof, and a brief description of the premises. When a	162
deed or other instrument is recorded, the recorder shall indorse	163
on it the time when recorded, and the number or letter and page of	164
the book in which it is recorded.	165

Sec. 317.32.  The county recorder shall charge and collect	166
the following fees for the recorder's services:	167

(A) For recording and indexing an instrument when the	168
photocopy or any similar process is employed, fourteen dollars for	169
the first two pages and four dollars for each subsequent page,	170
size eight and one-half inches by fourteen inches, or fraction of	171
a page, including the caption page, of such instrument;	172

(B) For certifying a photocopy from the record previously	173
recorded, one dollar per page, size eight and one-half inches by	174
fourteen inches, or fraction of a page; for each certification	175
where the recorder's seal is required, except as to instruments	176
issued by the armed forces of the United States, fifty cents;	177

(C) For manual or typewritten recording of assignment or	178
satisfaction of mortgage or lease or any other marginal entry,	179
four dollars;	180

(D) For entering any marginal reference by separate recorded	181
instrument, two dollars for each marginal reference set out in	182
that instrument, in addition to the recording fee set forth in	183
division (A) of this section;	184

(E) For indexing in the real estate mortgage records,	185
pursuant to division (D) of section 1309.401309.519 of the	186
Revised Code, financing statements covering crops growing or to be	187
grown, timber to be cut, minerals or the like, including oil and	188
gas, accounts subject to division (E) of section 1309.031309.301	189
of the Revised Code, or fixture filings made pursuant to section	190
1309.321309.334 of the Revised Code, two dollars for each name	191
indexed;	192

(F) For recording manually any plat not exceeding six lines,	193
two dollars, and for each additional line, ten cents;	194

(G) For filing zoning resolutions, including text and maps,	195
in the office of the recorder as required under sections 303.11	196
and 519.11 of the Revised Code, fifty dollars, regardless of the	197
size or length of the resolutions;	198

(H) For filing zoning amendments, including text and maps,	199
in the office of the recorder as required under sections 303.12	200
and 519.12 of the Revised Code, ten dollars for the first page and	201
four dollars for each additional page;	202

(I) For photocopying a document, other than at the time of	203
recording and indexing as provided for in division (A) of this	204
section, one dollar per page, size eight and one-half inches by	205
fourteen inches, or fraction thereof;	206

(J) For local facsimile transmission of a document, one	207
dollar per page, size eight and one-half inches by fourteen	208
inches, or fraction thereof; for long distance facsimile	209
transmission of a document, two dollars per page, size eight and	210
one-half inches by fourteen inches, or fraction thereof;	211

(K) For recording a declaration executed pursuant to section	212
2133.02 of the Revised Code or a durable power of attorney for	213
health care executed pursuant to section 1337.12 of the Revised	214
Code, or both a declaration and a durable power of attorney for	215
health care, at least fourteen dollars but not more than twenty	216
dollars.	217

In any county in which the recorder employs the photostatic	218
or any similar process for recording maps, plats, or prints the	219
recorder shall determine, charge, and collect for the recording or	220
rerecording of any map, plat, or print, a fee of five cents per	221
square inch, for each square inch of the map, plat, or print filed	222
for that recording or rerecording, with a minimum fee of twenty	223
dollars; for certifying a copy from the record, a fee of two cents	224
per square inch of the record, with a minimum fee of two dollars.	225

The fees provided in this section shall be paid upon the	226
presentation of the instruments for record or upon the application	227
for any certified copy of the record, except that the payment of	228
fees associated with the filing and recording of, or the copying	229
of, notices of internal revenue tax liens and notices of other	230
liens in favor of the United States as described in division (A)	231
of section 317.09 of the Revised Code and certificates of	232
discharge or release of those liens, shall be governed by section	233
317.09 of the Revised Code, and the payment of fees for providing	234
copies of instruments conveying or extinguishing agricultural	235
easements to the office of farmland preservation under division	236
(G) of section 5301.691 of the Revised Code shall be governed by	237
that division.	238

Sec. 317.321.  (A) Not later than the first day of October	239
of any year, the county recorder may submit to the board of county	240
commissioners a proposal for the acquisition or maintenance of	241
micrographic or other equipment or for contract services. The	242
proposal shall be in writing and shall include at least the	243
following:	244

(1) A request that an amount not to exceed four dollars of	245
the fee collected for filing or recording a document for which a	246
fee is charged as required by division (A) of section 317.32 of	247
the Revised Code or by section 1309.40, 1309.42, 1309.43,1309.525	248
or 5310.15 of the Revised Code be placed in the county treasury	249
and designated as "general fund moneys to supplement the equipment	250
needs of the county recorder";	251

(2) The number of years, not to exceed five, for which the	252
county recorder requests that the amount requested under division	253
(A)(1) of this section be given the designation specified in that	254
division;	255

(3) An estimate of the total amount of fees that will be	256
generated for filing or recording a document for which a fee is	257
charged as required by division (A) of section 317.32 of the	258
Revised Code or by section 1309.40, 1309.42, 1309.43,1309.525 or	259
5310.15 of the Revised Code;	260

(4) An estimate of the total amount of fees for filing or	261
recording a document for which a fee is charged as required by	262
division (A) of section 317.32 of the Revised Code or by section	263
1309.40, 1309.42, 1309.43,1309.525 or 5310.15 of the Revised Code	264
that will be designated as "general fund moneys to supplement the	265
equipment needs of the county recorder" if the request submitted	266
under division (A)(1) of this section is approved by the board of	267
county commissioners.	268

The proposal may include a description or summary of the	269
micrographic or other equipment, or maintenance thereof, that the	270
county recorder proposes to acquire, or the nature of contract	271
services that the county recorder proposes to utilize. If the	272
county recorder has no immediate plans for the acquisition of	273
equipment or services, the proposal shall explain the general	274
needs of the office for equipment and shall state that the intent	275
of the proposal is to reserve funds for the office's future	276
equipment needs.	277

(B) The board of county commissioners shall receive the	278
proposal and the clerk shall enter it on the journal. At the same	279
time, the board shall establish a date, not sooner than fifteen	280
nor later than thirty days after the board's receipt of the	281
proposal, on which to meet with the recorder to review the	282
proposal.	283

(C) Not later than the fifteenth day of December of any year	284
in which a proposal is submitted under division (A) of this	285
section, the board of county commissioners shall approve, reject,	286
or modify the proposal and notify the county recorder of its	287
action on the proposal. If the board rejects or modifies the	288
proposal, it shall make a written finding that the request is for	289
a purpose other than for acquiring, leasing, or otherwise	290
obtaining micrographic or other equipment or contracts for use by	291
the county recorder or that the amount requested is excessive as	292
determined by the board. If the board approves the proposal, it	293
shall request the establishment of a special fund under section	294
5705.12 of the Revised Code for any fees designated as "general	295
fund moneys to supplement the equipment needs of the county	296
recorder."	297

(D) The acquisition or maintenance of micrographic or other	298
equipment and the acquisition of contract services shall be	299
specifically governed by sections 307.80 to 307.806, 307.84 to	300
307.846, 307.86 to 307.92, and 5705.38, and by division (D) of	301
section 5705.41 of the Revised Code.	302

Sec. 1109.75. (A) Notwithstanding any other provision of	303
law, to the extent set forth in the transaction documents relating	304
to a securitization:	305

(1) Any property, assets, or rights purported to be	306
transferred, in whole or in part, in a securitization shall be	307
deemed to no longer be the property, assets, or rights of the	308
transferor.	309

(2) A transferor in a securitization, the transferor's	310
creditors, or a bankruptcy trustee, receiver, or similar person in	311
an insolvency proceeding involving the transferor shall have no	312
rights whatsoever to reacquire, reclaim, recover, redeem, or	313
recharacterize as property of the transferor any property, assets,	314
or rights purported to be transferred, in whole or in part, by the	315
transferor.	316

(3) In the event of the transferor's bankruptcy,	317
receivership, or other insolvency proceedings, the property,	318
assets, or rights purported to have been transferred by the	319
transferor, in whole or in part, in a securitization shall not be	320
deemed to be part of the transferor's property, assets, rights, or	321
estate.	322

(B) Nothing contained in this section shall be deemed to	323
require any securitization transaction to be treated as a sale for	324
federal or state tax purposes or to preclude the treatment of any	325
securitization transaction as a debt for federal or state tax	326
purposes.	327

(C) As used in this section, "securitization" means a	328
transfer of financial assets by a financial institution insured by	329
the federal deposit insurance corporation (FDIC) to a special	330
purpose entity established to issue securities supported by the	331
financial assets to investors.	332

Sec. 1301.01.  As used in Chapters 1301., 1302., 1303.,	333
1304., 1305., 1307., 1308., 1309., and 1310. of the Revised Code,	334
unless the context otherwise requires, and subject to additional	335
definitions contained in those chapters:	336

(A) "Action" in the sense of a judicial proceeding includes	337
recoupment, counterclaim, set-off, suit in equity, and any other	338
proceedings in which rights are determined.	339

(B) "Aggrieved party" means a party entitled to resort to a	340
remedy.	341

(C) "Agreement" means the bargain of the parties in fact as	342
found in their language or by implication from other	343
circumstances, including course of dealing, usage of trade, or	344
course of performance as provided in sections 1301.11 and 1302.11	345
of the Revised Code. Whether an agreement has legal consequences	346
is determined by Chapters 1301., 1302., 1303., 1304., 1305.,	347
1307., 1308., 1309., and 1310. of the Revised Code, if applicable;	348
otherwise by the law of contracts.	349

(D) "Bank" means any person engaged in the business of	350
banking.	351

(E) "Bearer" means the person in possession of an instrument,	352
document of title, or certificated security payable to bearer or	353
endorsed in blank.	354

(F) "Bill of lading" means a document evidencing the receipt	355
of goods for shipment issued by a person engaged in the business	356
of transporting or forwarding goods, and includes an airbill.	357
"Airbill" means a document serving for air transportation as a	358
bill of lading does for marine or rail transportation, and	359
includes an air consignment note or air waybill.	360

(G) "Branch" includes a separately incorporated foreign	361
branch of a bank.	362

(H) "Burden of establishing" a fact means the burden of	363
persuading the triers of fact that the existence of the fact is	364
more probable than its nonexistence.	365

(I) "Buyer in ordinary course of business" means a person	366
who,buys goods in good faith and, without knowledge that the sale	367
to the person is in violation ofviolates the ownership rights or	368
security interest of a third partyanother person in the goods,	369
buysand in the ordinary course from a person,other than a	370
pawnbroker, in the business of selling goods of that kind but does	371
not include a pawnbroker. All personsA person buys goods in the	372
ordinary course if the sale to the person comports with the usual	373
or customary practices in the kind of business in which the seller	374
is engaged or with the seller's own usual or customary practices.	375
A person who sellsells oil, gas, or other minerals or the like,	376
including oil or gas, at the wellhead or minehead shall be deemed	377
to be personsis a person in the business of selling goods of that	378
kind. BuyingA buyer in the ordinary course of business may bebuy	379
for cash, by exchange of other property, or on secured or	380
unsecured credit and includes receivingmay acquire goods or	381
documents of title under a preexisting contract for sale but does	382
not include.Only a buyer that takes possession of the goods or	383
has a right to recover the goods from the seller under Chapter	384
1302. of the Revised Code may be a buyer in ordinary course of	385
business. A person who acquires goods in a transfer in bulk or as	386
security for or in total or partial satisfaction of a money debt	387
is not a buyer in the ordinary course of business.	388

(J) A term or clause is "conspicuous" when it is so written	389
that a reasonable person against whom it is to operate ought to	390
have noticed it. A printed heading in capitals (as: NONNEGOTIABLE	391
BILL OF LADING) is "conspicuous." Language in the body of a form	392
is "conspicuous" if it is in larger or other contrasting type or	393
color. In a telegram, any stated term is "conspicuous." Whether	394
a term or clause is "conspicuous" is for decision by the court.	395

(K) "Contract" means the total legal obligation that results	396
from the parties' agreement as affected by Chapters 1301., 1302.,	397
1303., 1304., 1305., 1307., 1308., 1309., and 1310. of the Revised	398
Code, and any other applicable rules of law.	399

(L) "Creditor" includes a general creditor, a secured	400
creditor, a lien creditor, and any representative of creditors,	401
including an assignee for the benefit of creditors, a trustee in	402
bankruptcy, a receiver in equity, and an executor or administrator	403
of an insolvent debtor's or assignor's estate.	404

(M) "Defendant" includes a person in the position of	405
defendant in cross-action or counterclaim.	406

(N) "Delivery" with respect to instruments, documents of	407
title, chattel paper, or certificated securities means voluntary	408
transfer of possession.	409

(O) "Document of title" includes a bill of lading, dock	410
warrant, dock receipt, warehouse receipt, or order for the	411
delivery of goods, and any other document that in the regular	412
course of business or financing is treated as adequately	413
evidencing that the person in possession of it is entitled to	414
receive, hold, and dispose of the document and the goods it	415
covers. To be a document of title, a document must purport to be	416
issued by or addressed to a bailee and purport to cover goods in	417
the bailee's possession that are either identified or are fungible	418
portions of an identified mass.	419

(P) "Fault" means wrongful act, omission, or breach.

420

(Q) "Fungible" with respect to goods or securities means	421
goods or securities of which any unit is, by nature or usage of	422
trade, the equivalent of any other like unit. Goods that are not	423
fungible are fungible for the purposes of Chapters 1301., 1302.,	424
1303., 1304., 1305., 1307., 1308., 1309., and 1310. of the Revised	425
Code to the extent that under a particular agreement or document	426
unlike units are treated as equivalents.	427

(R) "Genuine" means free of forgery or counterfeiting.

428

(S) "Good faith" means honesty in fact in the conduct or	429
transaction concerned.	430

(T)(1) "Holder" with respect to a negotiable instrument means	431
either of the following:	432

(a) If the instrument is payable to bearer, a person who is	433
in possession of the instrument;	434

(b) If the instrument is payable to an identified person,	435
the identified person when in possession of the instrument.	436

(2) "Holder" with respect to a document of title means the	437
person in possession if the goods are deliverable to bearer or to	438
the order of the person in possession.	439

(U) To "honor" is to pay or to accept and pay, or where a	440
creditor so engages to purchase or discount a draft complying with	441
the terms of the credit.	442

(V) "Insolvency proceedings" include any assignment for the	443
benefit of the creditors or other proceedings intended to	444
liquidate or rehabilitate the estate of the person involved.	445

(W) A person is "insolvent" who either has ceased to pay the	446
person's debts in the ordinary course of business or cannot pay	447
the person's debts as they become due or is insolvent within the	448
meaning of the federal bankruptcy law.	449

(X) "Money" means a medium of exchange authorized or adopted	450
by a domestic or foreign government and includes a monetary unit	451
of account established by an intergovernmental organization or by	452
agreement between two or more nations.	453

(Y) A person has "notice" of a fact when any of the	454
following applies:	455

(1) The person has actual knowledge of it.

456

(2) The person has received a notice or notification of it.

457

(3) From all the facts and circumstances known to the person	458
at the time in question, the person has reason to know that it	459
exists.	460

A person "knows" or has "knowledge" of the fact when the	461
person has actual knowledge of it. "Discover" or "learn" or a word	462
or phrase of similar import refers to knowledge rather than to	463
reason to know. The time and circumstances under which a notice	464
or notification may cease to be effective are not determined by	465
this section.	466

(Z) A person "notifies" or "gives" a notice or notification	467
to another person by taking the steps that may be reasonably	468
required to inform the other person in ordinary course, whether or	469
not the other person actually comes to know of it. A person	470
"receives" a notice or notification when either of the following	471
applies:	472

(1) It comes to the person's attention.

473

(2) It is duly delivered at the place of business through	474
which the contract was made or at any other place held out by the	475
person as the place for receipt of such communications.	476

(AA) Notice, knowledge, or a notice or notification received	477
by an organization is effective for a particular transaction from	478
the time when it is brought to the attention of the individual	479
conducting that transaction, and in any event from the time when	480
it would have been brought to the individual's attention if the	481
organization had exercised due diligence. An organization	482
exercises due diligence if it maintains reasonable routines for	483
communicating significant information to the person conducting the	484
transaction and there is reasonable compliance with the routine.	485
Due diligence does not require an individual acting for the	486
organization to communicate information unless that communication	487
is part of the individual's regular duties or unless the	488
individual has reason to know of the transaction and that the	489
transaction would be materially affected by the information.	490

(BB) "Organization" includes a corporation, government,	491
governmental subdivision or agency, business trust, estate, trust,	492
partnership, or association, two or more persons having a joint or	493
common interest, or any other legal or commercial entity.	494

(CC) "Party," as distinct from "third party," means a person	495
who has engaged in a transaction or made an agreement within	496
Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309.,	497
and 1310. of the Revised Code.	498

(DD) "Person" includes an individual or an organization.

499

(EE) "Presumption" or "presumed" means that the trier of fact	500
must find the existence of the fact presumed unless and until	501
evidence is introduced that would support a finding of its	502
nonexistence.	503

(FF) "Purchase" includes taking by sale, discount,	504
negotiation, mortgage, pledge, lien, security interest, issue or	505
reissue, gift, or any other voluntary transaction creating an	506
interest in property.	507

(GG) "Purchaser" means a person who takes by purchase.

508

(HH) "Remedy" means any remedial right to which an aggrieved	509
party is entitled with or without resort to a tribunal.	510

(II) "Representative" includes an agent, an officer of a	511
corporation or association, a trustee, executor, or administrator	512
of an estate, or any other person empowered to act for another.	513

(JJ) "Rights" includes remedies.

514

(KK)(1) "Security interest" means an interest in personal	515
property or fixtures that secures payment or performance of an	516
obligation. The retention or reservation of title by a seller of	517
goods notwithstanding shipment or delivery to the buyer, as	518
provided in section 1302.42 of the Revised Code, is limited in	519
effect to a reservation of a security interest."Security	520
interest" also includes any interest of a consignor and a buyer of	521
accounts or, chattel paper, whicha payment intangible, or a	522
promissory note in a transaction that is subject to sections	523
1309.01 to 1309.50Chapter1309. of the Revised Code. The special	524
property interest of a buyer of goods on identification of those	525
goods to a contract for sale under section 1302.42 of the Revised	526
Code is not a security interest, but a buyer also may acquire a	527
security interest by complying with sections 1309.01 to 1309.50	528
Chapter1309. of the Revised Code. Unless a consignment is	529
intended as security, reservation of title under the consignment	530
is not a security interest, but a consignment in any event is	531
subject to the provisions on consignment sales under section	532
1302.39 of the Revised CodeExcept as otherwise provided in	533
section 1302.49 of the Revised Code, the right of a seller or	534
lessor of goods under Chapter 1302. or 1310. of the Revised Code	535
is not a security interest, but a seller or lessor also may	536
acquire a security interest by complying with Chapter 1309. of the	537
Revised Code. The retention or reservation of title by a seller	538
of goods notwithstanding shipment or delivery to the buyer under	539
section 1302.42 of the Revised Code is limited to a reservation of	540
a security interest. A lease-purchase agreement as defined in	541
division (F) of section 1351.01 of the Revised Code shall never be	542
intended as security.	543

(2) Whether a transaction, other than a lease-purchase	544
agreement as defined in division (F) of section 1351.01 of the	545
Revised Code, creates a lease or security interest is determined	546
by the facts of each case; however, a transaction creates a	547
security interest if the consideration the lessee is to pay the	548
lessor for the right to possession and use of the goods is an	549
obligation for the term of the lease not subject to termination by	550
the lessee and if any of the following applies:	551

(a) The original term of the lease is equal to or greater	552
than the remaining economic life of the goods.	553

(b) The lessee is bound to renew the lease for the remaining	554
economic life of the goods or is bound to become the owner of the	555
goods.	556

(c) The lessee has an option to renew the lease for the	557
remaining economic life of the goods for no additional	558
consideration or nominal additional consideration upon compliance	559
with the lease agreement.	560

(d) The the lessee has an option to become the owner of the	561
goods for no additional consideration or nominal additional	562
consideration upon compliance with the lease agreement.	563

(3) A transaction does not create a security interest merely	564
because it provides any of the following:	565

(a) That the present value of the consideration the lessee	566
is obligated to pay the lessor for the right to possession and use	567
of the goods is substantially equal to or is greater than the fair	568
market value of the goods at the time the lease is entered into;	569

(b) That the lessee assumes risk of loss of the goods or	570
agrees to pay taxes, insurance, filing, recording, or registration	571
fees, or service or maintenance costs with respect to the goods;	572

(c) That the lessee has an option to renew the lease or to	573
become the owner of the goods;	574

(d) That the lessee has an option to renew the lease for a	575
fixed rent that is equal to or greater than the reasonably	576
predictable fair market rent for the use of the goods for the term	577
of the renewal at the time the option is to be performed;	578

(e) That the lessee has an option to become the owner of the	579
goods for a fixed price that is equal to or greater than the	580
reasonably predictable fair market value of the goods at the time	581
the option is to be performed.	582

(4) For purposes of division (KK) of this section, all of	583
the following apply:	584

(a) Additional consideration is not nominal if, when the	585
option to renew the lease is granted to the lessee, the rent is	586
stated to be the fair market rent for the use of the goods for the	587
term of the renewal determined at the time the option is to be	588
performed or, when the option to become the owner of the goods is	589
granted to the lessee, the price is stated to be the fair market	590
value of the goods determined at the time the option is to be	591
performed. Additional consideration is nominal if it is less than	592
the lessee's reasonably predictable cost of performing under the	593
lease agreement if the option is not exercised.	594

(b) "Reasonably predictable" and "remaining economic life of	595
the goods" are to be determined with reference to the facts and	596
circumstances at the time the parties entered into the	597
transaction.	598

(c) "Present value" means the amount as of a date certain of	599
one or more sums payable in the future, discounted to the date	600
certain. The discount is determined by the interest rate	601
specified by the parties if the rate is not manifestly	602
unreasonable at the time the parties entered into the transaction.	603
Otherwise, the discount is determined by a commercially reasonable	604
rate that takes into account the facts and circumstances of each	605
case at the time the parties entered into the transaction.	606

(LL) "Send" in connection with any writing or notice means to	607
deposit in the mail or deliver for transmission by any other usual	608
means of communication with postage or cost of transmission	609
provided for and properly addressed and in the case of an	610
instrument to an address specified on it or otherwise agreed, or	611
if there be none to any address reasonable under the	612
circumstances. The receipt of any writing or notice within the	613
time at which it would have arrived if properly sent has the	614
effect of a proper sending.	615

(MM) "Signed" includes any symbol executed or adopted by a	616
party with present intention to authenticate a writing.	617

(NN) "Surety" includes guarantor.

618

(OO) "Telegram" includes a message transmitted by radio,	619
teletype, cable, any mechanical method of transmission, or the	620
like.	621

(PP) "Term" means that portion of an agreement which relates	622
to a particular matter.	623

(QQ) "Unauthorized" signature means one made without actual,	624
implied, or apparent authority and includes a forgery.	625

(RR) Except as otherwise provided with respect to negotiable	626
instruments and bank collections under sections 1303.32, 1304.20,	627
and 1304.21 of the Revised Code, a person gives "value" for rights	628
if the person acquires them in any of the following manners:	629

(1) In return for a binding commitment to extend credit or	630
for the extension of immediately available credit whether or not	631
drawn upon and whether or not a charge-back is provided for in the	632
event of difficulties in collection;	633

(2) As security for or in total or partial satisfaction of a	634
pre-existingpreexisting claim;	635

(3) By accepting delivery pursuant to a pre-existing	636
preexisting contract for purchase;	637

(4) Generally, in return for any consideration sufficient to	638
support a simple contract.	639

(SS) "Warehouse receipt" means a written or electronic	640
receipt issued by a person engaged in the business of storing	641
goods for hire.	642

(TT) "Written" or "writing" includes printing, typewriting,	643
or any other intentional reduction to tangible form.	644

Sec. 1301.05.  (A) Except as otherwise provided in this	645
section, when a transaction bears a reasonable relation to this	646
state and also to another state or nation, the parties may agree	647
that the law either of this state or of the other state or nation	648
shall govern their rights and duties. Failing suchIn the absence	649
of an agreement of that nature, Chapters 1301., 1302., 1303.,	650
1304., 1305., 1307., 1308., 1309., and 1310. of the Revised Code	651
apply to transactions bearing an appropriate relation to this	652
state.	653

(B) Where one of the following provisions of Chapters 1301.,	654
1302., 1303., 1304., 1305., 1307., 1308., 1309., and 1310. of the	655
Revised Code specifies the applicable law, that provision governs	656
and a contrary agreement is effective only to the extent permitted	657
by the law, including the conflict of laws rules, so specified:	658

(1) Rights of creditors against sold goods, as provided in	659
section 1302.43 of the Revised Code;	660

(2) Applicability of sections 1304.01 to 1304.40 of the	661
Revised Code, as provided in section 1304.02 of the Revised Code;	662

(3) Fund transfers under sections 1304.51 to 1304.85 of the	663
Revised Code, as provided in section 1304.85 of the Revised Code;	664

(4) Choice of law as to letters of credit under section	665
1305.15 of the Revised Code;	666

(5) Applicability of Chapter 1308. of the Revised Code, as	667
provided in section 1308.05 of the Revised Code;	668

(6) Perfection provisions,including the effect of	669
perfection or nonperfection, and the priority of security	670
interests and agricultural liens of section 1309.03sections	671
1309.301 to1309.307 of the Revised Code;	672

(7) Applicability of sections 1310.01 to 1310.78 of the	673
Revised Code, as provided in sections 1310.03 and 1310.04 of the	674
Revised Code.	675

Sec. 1301.12.  (A) Except in the cases described in division	676
(B) of this section a contract for the sale of personal property	677
is not enforceable by way of action or defense beyond five	678
thousand dollars in amount or value of remedy unless there is some	679
writing which indicates that a contract for sale has been made	680
between the parties at a defined or stated price, reasonably	681
identifies the subject matter, and is signed by the party against	682
whom enforcement is sought or by that party's authorized agent.	683

(B) Division (A) of this section does not apply to contracts	684
for the sale of goods, section 1302.04 of the Revised Code, nor of	685
securities, section 1308.07 of the Revised Code, nor to security	686
agreements, section 1309.14sections 1309.201 and1309.203 of the	687
Revised Code.	688

Sec. 1302.01.  (A) As used in sections 1302.01 to 1302.98,	689
inclusive, of the Revised Code, unless the context otherwise	690
requires:	691

(1) "Buyer" means a person who buys or contracts to buy	692
goods.	693

(2) "Good faith" in the case of a merchant means honesty in	694
fact and the observance of reasonable commercial standards of fair	695
dealing in the trade.	696

(3) "Receipt" of goods means taking physical possession of	697
them.	698

(4) "Seller" means a person who sells or contracts to sell	699
goods.	700

(5) "Merchant" means a person who deals in goods of the kind	701
or otherwise by histhe person's occupation holds himselfthe	702
person out as having knowledge or skill peculiar to the practices	703
or goods involved in the transaction or to whom such knowledge or	704
skill may be attributed by histhe person's employment of an agent	705
or broker or other intermediary who by histhe agent's, broker's,	706
or other intermediary's occupation holds himselfthe person out as	707
having such knowledge or skill.	708

(6) "Financing agency" means a bank, finance company, or	709
other person who in the ordinary course of business make advances	710
against goods or documents of title or who by arrangement with	711
either the seller or the buyer intervenes in ordinary course to	712
make or collect payment due or claimed under the contract for	713
sale, as by purchasing or paying the seller's draft or making	714
advances against it or by merely taking it for collection whether	715
or not documents of title accompany the draft. "Financing agency"	716
includes also a bank or other person who similarly intervenes	717
between persons who are in the position of seller and buyer in	718
respect to the goods.	719

(7) "Between merchants" means in any transaction with respect	720
to which both parties are chargeable with the knowledge or skill	721
of merchants.	722

(8) "Goods" means all things (including specially	723
manufactured goods) which are movable at the time of	724
identification to the contract for sale other than the money in	725
which the price is to be paid, investment securities, and things	726
in action. "Goods" also includes the unborn young of animals and	727
growing crops and other identified things attached to realty as	728
described in section 1302.03 of the Revised Code.	729

Goods must be both existing and identified before any	730
interest in them can pass. Goods which are not both existing and	731
identified are "Future" goods. A purported present sale of future	732
goods or of any interest therein operates as a contract to sell.	733

There may be a sale of a part interest in existing identified	734
goods.	735

An undivided share in an identified bulk of fungible goods is	736
sufficiently identified to be sold although the quantity of the	737
bulk is not determined. Any agreed proportion of such a bulk or	738
any quantity thereof agreed upon by number, weight, or other	739
measure may to the extent of the seller's interest in the bulk be	740
sold to the buyer who then becomes an owner in common.	741

(9) "Lot" means a parcel or a single article which is the	742
subject matter of a separate sale or delivery, whether or not it	743
is sufficient to perform the contract.	744

(10) "Commercial unit" means such a unit of goods as by	745
commercial usage is a single whole for purposes of sale and	746
division of which materially impairs its character or value on the	747
market or in use. A commercial unit may be a single article (as a	748
machine) or a set of articles (as a suite of furniture or an	749
assortment of sizes) or a quantity (as a bale, gross, or carload)	750
or any other unit treated in use or in the relevant market as a	751
single whole.	752

(11) "Contract" and "agreement" are limited to those relating	753
to the present or future sale of goods. "Contract for sale"	754
includes both a present sale of goods and a contract to sell goods	755
at a future time. A "sale" consists in the passing of title from	756
the seller to the buyer for a price. A "present sale" means a	757
sale which is accomplished by the making of the contract.	758

(12) Goods or conduct including any part of a performance	759
are "conforming" or conform to the contract when they are in	760
accordance with the obligations under the contract.	761

(13) "Termination" occurs when either party pursuant to a	762
power created by agreement or law puts an end to the contract	763
otherwise than for its breach. On "termination" all obligations	764
which are still executory on both sides are discharged but any	765
right based on prior breach or performance survives.	766

(14) "Cancellation" occurs when either party puts an end to	767
the contract for breach by the other and its effect is the same as	768
that of "termination" except that the cancelling party also	769
retains any remedy for breach of the whole contract or any	770
unperformed balance.	771

(B) Other definitions applying to sections 1302.01 to	772
1302.98, inclusive, of the Revised Code are:	773

(1) "Acceptance", as defined in section 1302.64 of the	774
Revised Code;	775

(2) "Banker's credit", as defined in section 1302.38 of the	776
Revised Code;	777

(3) "Confirmed credit", as defined in section 1302.38 of the	778
Revised Code;	779

(4) "Cover", as defined in section 1302.86 of the Revised	780
Code;	781

(5) "Entrusting", as defined in section 1302.44 of the	782
Revised Code;	783

(6) "Identification", as defined in section 1302.45 of the	784
Revised Code;	785

(7) "Installment contract", as defined in section 1302.70 of	786
the Revised Code;	787

(8) "Letter of credit", as defined in section 1302.38 of the	788
Revised Code;	789

(9) "Overseas", as defined in section 1302.36 of the Revised	790
Code;	791

(10) "Person in position of a seller", as defined in section	792
1302.81 of the Revised Code;	793

(11) "Sale on approval", as defined in section 1302.39 of the	794
Revised Code;	795

(12) "Sale or return", as defined in section 1302.39 of the	796
Revised Code.	797

(C) As used in sections 1302.01 to 1302.98, inclusive, of	798
the Revised Code, "check" and "draft" have the meaning set forth	799
in section 1303.03 of the Revised Code, "consignee" and	800
"consignor" have the meaning set forth in section 1307.01 of the	801
Revised Code, "consumer goods" has the meaning set forth in	802
section 1309.071309.102 of the Revised Code, and "dishonor" has	803
the meaning set forth in section 1303.62 of the Revised Code.	804

(D) The terms and principles of construction and	805
interpretation set forth in sections 1301.01 to 1301.14,	806
inclusive, of the Revised Code, are applicable to sections 1302.01	807
to 1302.98, inclusive, of the Revised Code.	808

Sec. 1302.13.  (A) A party may perform histhe party's duty	809
through a delegate unless otherwise agreed or unless the other	810
party has a substantial interest in having histhe original	811
promisor perform or control the acts required by the contract. No	812
delegation of performance relieves the party delegating of any	813
duty to perform or any liability for breach.	814

(B) Unless(1)Except as otherwise provided in section	815
1309.406 of the Revised Code, unless otherwise agreed all rights	816
of either seller or buyer can be assigned except where the	817
assignment would materially change the duty of the other party, or	818
increase materially the burden or risk imposed on himthe other	819
party by histhe contract, or impair materially histhe other	820
party's chance of obtaining return performance. A right to	821
damages for breach of the whole contract or a right arising out of	822
the assignor's due performance of histhe assignor's entire	823
obligation can be assigned despite agreement otherwise.	824

(2)The creation, attachment, perfection, or enforcement of a	825
security interest in the seller's interest under a contract is not	826
a transfer that materially changes the duty of or increases	827
materially the burden or risk imposed on the buyer or impairs	828
materially the buyer's chance of obtaining return performance	829
under division (B)(1) of this section unless, and then only to the	830
extent that, enforcement actually results in a delegation of	831
material performance of the seller. In any case, the creation,	832
attachment, perfection, and enforcement of the security interest	833
remain effective, but the seller is liable to the buyer for	834
damages caused by the delegation to the extent that the damages	835
could not reasonably be prevented by the buyer, and a court having	836
jurisdiction may grant other appropriate relief, including	837
cancellation of the contract for sale or an injunction against	838
enforcement of the security interest or consummation of the	839
enforcement.	840

(C) Unless the circumstances indicate the contrary a	841
prohibition of assignment of "the contract" is to be construed as	842
barring only the delegation to the assignee of the assignor's	843
performance.	844

(D) An assignment of "the contract" or of "all my rights	845
under the contract" or an assignment in similar general terms is	846
an assignment of rights and unless the language or the	847
circumstances (as in an assignment for security) indicate the	848
contrary, it is a delegation of performance of the duties of the	849
assignor and its acceptance by the assignee constitutes a promise	850
by himthe assignee to perform those duties. This promise is	851
enforceable by either the assignor or the other party to the	852
original contract.	853

(E) The other party may treat any assignment which delegates	854
performance as creating reasonable grounds for insecurity and may	855
without prejudice to histhe other party's rights against the	856
assignor demand assurances from the assignee as provided in	857
section 1302.67 of the Revised Code.	858

Sec. 1302.39.  (A) Unless otherwise agreed, if delivered	859
goods may be returned by the buyer even though they conform to the	860
contract, the transaction is:	861

(1) a "sale on approval" if the goods are delivered	862
primarily for use, and	863

(2) a "sale or return" if the goods are delivered primarily	864
for resale.	865

(B) Except as provided in division (C) of this section, goods	866
Goods held on approval are not subject to the claims of the	867
buyer's creditors until acceptance; goods.Goods held on sale or	868
return are subject to suchthe claims of the buyer's creditor's	869
while in the buyer's possession.	870

(C) Where goods are delivered to a person for sale and such	871
person maintains a place of business at which he deals in goods of	872
the kind involved, under a name other than the name of the person	873
making delivery, then with respect to claims of creditors of the	874
person conducting the business, the goods are deemed to be on sale	875
or return. The provisions of this division are applicable even	876
though an agreement purports to reserve title to the person making	877
delivery until payment or resale or uses such words as "on	878
consignment" or "on memorandum". However, this division is not	879
applicable if the person making delivery:	880

(1) complies with an applicable law providing for a	881
consignor's interest or the like to be evidenced by a sign, or	882

(2) establishes that the person conducting the business is	883
generally known by his creditors to be substantially engaged in	884
selling the goods of others, or	885

(3) complies with the filing provisions of sections 1309.01	886
to 1309.50, inclusive, of the Revised Code.	887

(D) Any "or return" term of a contract for sale is to be	888
treated as a separate contract for sale within section 1302.04 of	889
the Revised Code and as contradicting the sale aspect of the	890
contract within the provisions of section 1302.05 of the Revised	891
Code.	892

Sec. 1302.42.  Each provision of sections 1302.01 to 1302.98	893
of the Revised Code with regard to the rights, obligations, and	894
remedies of the seller, the buyer, purchasers, or other third	895
parties applies irrespective of title to the goods except where	896
the provision refers to that title. Insofar as situations are not	897
covered by the other provisions of sections 1302.01 to 1302.98 of	898
the Revised Code and matters concerning title become material, the	899
following rules apply:	900

(A) Title to goods cannot pass under a contract for sale	901
prior to their identification to the contract pursuant to section	902
1302.45 of the Revised Code, and unless otherwise explicitly	903
agreed the buyer acquires by their identification a special	904
property as limited by Chapters 1301., 1302., 1303., 1304., 1305.,	905
1307., 1308., 1309., and 1310. of the Revised Code. Any retention	906
or reservation by the seller of the title (property) in goods	907
shipped or delivered to the buyer is limited in effect to a	908
reservation of a security interest. Subject to these provisions	909
and to the provisions of sections 1309.01 to 1309.50Chapter1309.	910
of the Revised Code, title to goods passes from the seller to the	911
buyer in any manner and on any conditions explicitly agreed on by	912
the parties.	913

(B) Unless otherwise explicitly agreed, title passes to the	914
buyer at the time and place at which the seller completes	915
performance with reference to the physical delivery of the goods,	916
despite any reservation of a security interest and even though a	917
document of title is to be delivered at a different time or place;	918
and in particular and despite any reservation of a security	919
interest by the bill of lading:	920

(1) If the contract requires or authorized the seller to	921
send the goods to the buyer but does not require the seller to	922
deliver them at destination, title passes to the buyer at the time	923
and place of shipment; but	924

(2) If the contract requires delivery at destination, title	925
passes on tender there.	926

(C) Unless otherwise explicitly agreed where delivery is to	927
be made without moving the goods:	928

(1) If the seller is to deliver a document of title, title	929
passes at the time when and the place where the seller delivers	930
the documents.	931

(2) If the goods are at the time of contracting already	932
identified and no documents are to be delivered, title passes at	933
the time and place of contracting.	934

(D) A rejection or other refusal by the buyer to receive or	935
retain the goods, whether or not justified, or a justified	936
revocation of acceptance revests title to the goods in the seller.	937
The revesting occurs by operation of law and is not a "sale."	938

Sec. 1302.43.  (A) Except as provided in divisions (B) and	939
(C) of this section, rights of unsecured creditors of the seller	940
with respect to goods which have been identified to a contract for	941
sale are subject to the buyer's rights to recover the goods	942
pursuant to sections 1302.46 and 1302.90 of the Revised Code.	943

(B) A creditor of the seller may treat a sale or an	944
identification of goods to a contract for sale as void if as	945
against himthe seller a retention of possession by the seller is	946
fraudulent under any rule of law of the state where the goods are	947
situated, except that retention of possession in good faith and	948
current course of trade by a merchant-seller for a commercially	949
reasonable time after a sale or identification is not fraudulent.	950

(C) Nothing in sections 1302.01 to 1302.98, inclusive, of	951
the Revised Code shall be deemed to impair the rights of creditors	952
of the seller:	953

(1) under the provisions of sections 1309.01 to 1309.50,	954
inclusiveChapter1309. of the Revised Code; or	955

(2) where identification to the contract or delivery is made	956
not in current course of trade but in satisfaction of or as	957
security for a pre-existingpreexisting claim for money, security,	958
or the like and is made under circumstances which under any rule	959
of law of the state where the goods are situated would apart from	960
sections 1302.01 to 1302.98, inclusive, of the Revised Code	961
constitute the transaction a fraudulent transfer or voidable	962
preference.	963

Sec. 1302.44.  (A) A purchaser of goods acquires all title	964
which the transferor had or had power to transfer except that a	965
purchaser of a limited interest acquires rights only to the extent	966
of the interest purchased. A person with voidable title has power	967
to transfer a good title to a good faith purchaser for value. When	968
goods have been delivered under a transaction of purchase, the	969
purchaser has such power even though:	970

(1) The transferor was deceived as to the identity of the	971
purchaser, or	972

(2) The delivery was in exchange for a check which is later	973
dishonored, or	974

(3) It was agreed that the transaction was to be a "cash	975
sale", or	976

(4) The delivery was procured through fraud punishable as	977
larcenous under the criminal law.	978

(B) Any entrusting of possession of goods to a merchant who	979
deals in goods of that kind gives the merchant power to transfer	980
all rights of the entruster to a buyer in ordinary course of	981
business.	982

(C) "Entrusting" includes any delivery and any acquiescence	983
in retention of possession regardless of any condition expressed	984
between the parties to the delivery or acquiescence and regardless	985
of whether the procurement of the entrusting or the possessor's	986
disposition of the goods have been such as to be larcenous under	987
the criminal law.	988

(D) The rights of other purchasers of goods and of lien	989
creditors are governed by the provisions of sections 1309.01 to	990
1309.50,Chapter1309. and sections 1307.01 to 1307.40 of the	991
Revised Code.	992

Sec. 1302.46.  (A) Subject to divisiondivisions (B) and(C)	993
of this section and even though the goods have not been shipped, a	994
buyer who has paid a part or all of the price of goods in which he	995
the buyer has a special property under the provisions of section	996
1302.45 of the Revised Code, may on making and keeping good a	997
tender of any unpaid portion of their price recover them from the	998
seller if:	999

(1)In the case of goods bought for personal, family, or	1000
household purposes, the seller repudiates or fails to deliver as	1001
required by the contract; or	1002

(2)In all cases, the seller becomes insolvent within ten	1003
days after receipt of the first installment on their price.	1004

(B) The buyer's right to recover the goods under division	1005
(A)(1) of this section vests upon acquisition of a special	1006
property, even if the seller had not then repudiated or failed to	1007
deliver.	1008

(C) If the identification creating histhe buyer's special	1009
property has been made by the buyer he,the buyer acquires the	1010
right to recover the goods only if they conform to the contract	1011
for sale.	1012

Sec. 1302.90.  (A) Specific performance may be decreed where	1013
the goods are unique or in other proper circumstances.	1014

(B) The decree for specific performance may include such	1015
terms and conditions as to payment of the price, damages, or other	1016
relief as the court may deem just.	1017

(C) The buyer has a right of replevin for goods identified	1018
to the contract if after reasonable effort hethe buyer is unable	1019
to effect cover for such goods or the circumstances reasonably	1020
indicate that such effort will be unavailing or if the goods have	1021
been shipped under reservation and satisfaction of the security	1022
interest in them has been made or tendered. In the case of goods	1023
bought for personal, family, or household purposes, the buyer's	1024
right of replevin vests upon acquisition of a special property,	1025
even if the seller had not then repudiated or failed to deliver.	1026

Sec. 1303.02.  (A) This chapter applies to negotiable	1027
instruments. It does not apply to money, to payment orders	1028
governed by sections 1304.51 to 1304.85 of the Revised Code, or to	1029
securities governed by Chapter 1308. of the Revised Code.	1030

(B) If there is a conflict between this chapter and either	1031
sections 1304.01 to 1304.40 or sections 1309.01 to 1309.50Chapter	1032
1309. of the Revised Code, the provisions of sections 1304.01 to	1033
1304.40 or sections 1309.01 to 1309.50Chapter1309. of the	1034
Revised Code govern.	1035

(C) If any provision of this chapter is inconsistent with	1036
any regulation of the board of governors of the federal reserve	1037
system or any operating circular of the federal reserve banks, the	1038
regulation or the operating circular supersedes the provision of	1039
this chapter to the extent of the inconsistency.	1040

Sec. 1304.20.  (A) A collecting bank has a security interest	1041
in an item and any accompanying documents or the proceeds of the	1042
item or documents in any of the following manners:	1043

(1) In the case of an item deposited in an account, to the	1044
extent to which credit given for the item has been withdrawn or	1045
applied;	1046

(2) In the case of an item for which it has given credit	1047
available for withdrawal as of right, to the extent of the credit	1048
given, whether or not the credit is drawn upon or there is a right	1049
of charge-back;	1050

(3) If it makes an advance on or against the item.

1051

(B) If credit given for several items received at one time	1052
or pursuant to a single agreement is withdrawn or applied in part,	1053
the security interest remains upon all the items, any accompanying	1054
documents, or the proceeds of either. For the purpose of this	1055
section, credits first given are first withdrawn.	1056

(C) Receipt by a collecting bank of a final settlement for	1057
an item is a realization on its security interest in the item,	1058
accompanying documents, and proceeds. So long as the bank does	1059
not receive final settlement for the item or give up possession of	1060
the item or accompanying documents for purposes other than	1061
collection, the security interest continues to that extent and is	1062
subject to sections 1309.01 to 1309.50Chapter1309. of the	1063
Revised Code, except for all of the following:	1064

(1) No security agreement is necessary to make the security	1065
interest enforceable under division (B)(3)(a) of section 1309.203	1066
of the Revised Code.	1067

(2) No filing is required to perfect the security interest.

1068

(3) The security interest has priority over conflicting	1069
perfected security interests in the item, accompanying documents,	1070
or proceeds.	1071

Sec. 1305.18.  (A) An issuer or nominated person has a	1072
security interest in a document presented under a letter of credit	1073
to the extent that the issuer or nominated person honors or gives	1074
value for the presentation.	1075

(B) So long as and to the extent that an issuer or nominated	1076
person has not been reimbursed or has not otherwise recovered the	1077
value given with respect to a security interest in a document	1078
under division (A) of this section, the security interest	1079
continues and is subject to Chapter 1309. of the Revised Code,	1080
but:	1081

(1) A security agreement is not necessary to make the	1082
security interest enforceable under division (B)(3) of section	1083
1309.203 of the Revised Code;	1084

(2) If the document is presented in a medium other than a	1085
written or other tangible medium, the security interest is	1086
perfected; and	1087

(3) If the document is presented in a written or other	1088
tangible medium and is not a certificated security, chattel paper,	1089
a document of title, an instrument, or a letter of credit, the	1090
security interest is perfected and has priority over a conflicting	1091
security interest in the document so long as the debtor does not	1092
have possession of the document.	1093

Sec. 1307.14.  (A) A warehousemanwarehouser has a lien	1094
against the bailor on the goods covered by a warehouse receipt or	1095
on the proceeds thereof in histhe warehouser's possession for	1096
charges for storage or transportation, including demurrage and	1097
terminal charges, insurance, labor, or charges present or future	1098
in relation to the goods, and for expenses necessary for	1099
preservation of the goods or reasonably incurred in their sale	1100
pursuant to law. If the person on whose account the goods are	1101
held is liable for like charges or expenses in relation to other	1102
goods whenever deposited and it is stated in the receipt that a	1103
lien is claimed for charges and expenses in relation to other	1104
goods, the warehousemanwarehouser also has a lien against himthe	1105
person for such charges and expenses whether or not the other	1106
goods have been delivered by the warehousemanwarehouser. But	1107
against a person to whom a negotiable warehouse receipt is duly	1108
negotiated a warehouseman'swarehouser's lien is limited to	1109
charges in an amount or at a rate specified on the receipt or if	1110
no charges are so specified then to a reasonable charge for	1111
storage of the goods covered by the receipt subsequent to the date	1112
of the receipt.	1113

(B) The warehousemanwarehouser may also reserve a security	1114
interest against the bailor for a maximum amount specified on the	1115
receipt for charges other than those specified in division (A) of	1116
this section, such as for money advanced and interest. Such a	1117
security interest is governed by sections 1309.01 to 1309.50,	1118
inclusive,Chapter1309. of the Revised Code.	1119

(C) A warehouseman'swarehouser's lien for charges and	1120
expenses under division (A) of this section, or a security	1121
interest under division (B) of this section is also effective	1122
against any person who so entrusted the bailor with possession of	1123
the goods that a pledge of them by himthe bailor to a good faith	1124
purchaser for value would have been valid but is not effective	1125
against a person as to whom the document confers no right in the	1126
goods covered by it under section 1307.31 of the Revised Code.	1127

(D) A warehousemanwarehouser loses histhe warehouser's	1128
lien on any goods which hethe warehouser voluntarily delivers or	1129
which hethe warehouser unjustifiably refuses to deliver.	1130

Sec. 1307.31.  (A) A document of title confers no right in	1131
goods against a person who before issuance of the document had a	1132
legal interest or a perfected security interest in them and who	1133
neither:	1134

(1) delivered or entrusted them or any document of title	1135
covering them to the bailor or histhe bailor's nominee with	1136
actual or apparent authority to ship, store, or sell or with power	1137
to obtain delivery under section 1307.27 of the Revised Code or	1138
with power of disposition under sections 1302.44 and 1309.26	1139
1309.320 of the Revised Code, or other statue or rule of law; nor	1140

(2) acquiesced in the procurement by the bailor or histhe	1141
bailor's nominee of any document of title.	1142

(B) Title to goods based upon an unaccepted delivery order	1143
is subject to the rights of anyone to whom a negotiable warehouse	1144
receipt or bill of lading covering the goods has been duly	1145
negotiated. Such a title may be defeated under section 1307.32 of	1146
the Revised Code to the same extent as the rights of the issuer or	1147
a transferee from the issuer.	1148

(C) Title to goods based upon a bill of lading issued to a	1149
freight forwarder is subject to the rights of anyone to whom a	1150
bill issued by the freight forwarder is duly negotiated; but	1151
delivery by the carrier in accordance with sections 1307.25 to	1152
1307.28, inclusive, of the Revised Code, pursuant to its own bill	1153
of lading discharges the carrier's obligation to deliver.	1154

Sec. 1308.02.  (A) A share or similar equity interest issued	1155
by a corporation, business trust, joint stock company, or similar	1156
entity is a security.	1157

(B) An "investment company security" is a security.	1158
"Investment company security" means a share or similar equity	1159
interest issued by an entity that is registered as an investment	1160
company under the federal investment company laws, an interest in	1161
a unit investment trust that is so registered, or a face-amount	1162
certificate issued by a face-amount certificate company that is so	1163
registered. Investment company security does not include an	1164
insurance policy or endowment policy or annuity contract issued by	1165
an insurance company.	1166

(C) An interest in a partnership or limited liability	1167
company is not a security unless it is dealt in or traded on	1168
securities exchanges or in securities markets, its terms expressly	1169
provide that it is a security governed by this chapter, or it is	1170
an investment company security. However, an interest in a	1171
partnership or limited liability company is a financial asset if	1172
it is held in a securities account.	1173

(D) A writing that is a security certificate is governed by	1174
this chapter and not by Chapter 1303. of the Revised Code, even	1175
though it also meets the requirements of that chapter. However, a	1176
negotiable instrument governed by Chapter 1303. of the Revised	1177
Code is a financial asset if it is held in a securities account.	1178

(E) An option or similar obligation issued by a clearing	1179
corporation to its participants is not a security, but is a	1180
financial asset.	1181

(F) A commodity contract, as defined in division (A)(15) of	1182
section 1309.1121309.102 of the Revised Code, is not a security	1183
or a financial asset.	1184

Sec. 1308.05.  (A) The local law of the issuer's	1185
jurisdiction, as specified in division (D) of this section,	1186
governs:	1187

(1) The validity of a security;

1188

(2) The rights and duties of the issuer with respect to	1189
registration of transfer;	1190

(3) The effectiveness of registration of transfer by the	1191
issuer;	1192

(4) Whether the issuer owes any duties to an adverse	1193
claimant to a security; and	1194

(5) Whether an adverse claim can be asserted against a	1195
person to whom transfer of a certificated or uncertificated	1196
security is registered or a person who obtains control of an	1197
uncertificated security.	1198

(B) The local law of the securities intermediary's	1199
jurisdiction, as specified in division (E) of this section,	1200
governs:	1201

(1) Acquisition of a security entitlement from the	1202
securities intermediary;	1203

(2) The rights and duties of the securities intermediary and	1204
entitlement holder arising out of a security entitlement;	1205

(3) Whether the securities intermediary owes any duties to	1206
an adverse claimant to a security entitlement; and	1207

(4) Whether an adverse claim can be asserted against a	1208
person who acquires a security entitlement from the securities	1209
intermediary or a person who purchases a security entitlement or	1210
interest therein from an entitlement holder.	1211

(C) The local law of the jurisdiction in which a security	1212
certificate is located at the time of delivery governs whether an	1213
adverse claim can be asserted against a person to whom the	1214
security certificate is delivered.	1215

(D) "Issuer's jurisdiction" means the jurisdiction under	1216
which the issuer of the security is organized or, if permitted by	1217
the law of that jurisdiction, the law of another jurisdiction	1218
specified by the issuer. An issuer organized under the law of	1219
this state may specify the law of another jurisdiction as the law	1220
governing the matters specified in divisions (A)(2) to (5) of this	1221
section.	1222

(E) The following rules determine a "securities	1223
intermediary's jurisdiction" for purposes of this section:	1224

(1) If an agreement between the securities intermediary and	1225
its entitlement holder specifies that it is governed by the law of	1226
governing the securities account expressly provides that a	1227
particular jurisdiction is the securities intermediary's	1228
jurisdiction for purposes of Chapter 1308. or 1309. of the Revised	1229
Code, that jurisdiction is the securities intermediary's	1230
jurisdiction.	1231

(2) If division (E)(1) of this section does not apply and an	1232
agreement between the securities intermediary and its entitlement	1233
holder governing the securities account expressly provides that	1234
the agreement is governed by the law of a particular jurisdiction,	1235
that jurisdiction is the securities intermediary's jurisdiction.	1236

(3)If divisions (E)(1) and (2) of this section do not apply	1237
and an agreement between the securities intermediary and its	1238
entitlement holder does not specify the governing law as provided	1239
in division (E)(1) of this section, butthe securities account	1240
expressly specifiesprovides that the securities account is	1241
maintained at an office in a particular jurisdiction, that	1242
jurisdiction is the securities intermediary's jurisdiction.	1243

(3)(4) If an agreement between the securities intermediary	1244
and its entitlement holder does not specify a jurisdiction as	1245
provided in divisiondivisions (E)(1) or, (2),and(3) of this	1246
section do not apply, the securities intermediary's jurisdiction	1247
is the jurisdiction in which is located the office identified in	1248
an account statement as the office serving the entitlement	1249
holder's account is located.	1250

(4)(5) If an agreement between the securities intermediary	1251
and its entitlement holder does not specify a jurisdiction as	1252
provided in divisiondivisions (E)(1) or, (2) of this section and	1253
an account statement does not identify an office serving the	1254
entitlement holder's account as provided in division (E), (3),and	1255
(4) of this section do not apply, the securities intermediary's	1256
jurisdiction is the jurisdiction in which is located the chief	1257
executive office of the securities intermediary is located.	1258

(F) A securities intermediary's jurisdiction is not	1259
determined by the physical location of certificates representing	1260
financial assets, or by the jurisdiction in which is organized the	1261
issuer of the financial asset with respect to which an entitlement	1262
holder has a security entitlement, or by the location of	1263
facilities for data processing or other record keeping concerning	1264
the account.	1265

Sec. 1308.16.  (A) Except as otherwise provided in divisions	1266
(B) and (C) of this section, upon deliverya purchaser of a	1267
certificated or uncertificated security to a purchaser, the	1268
purchaser acquires all rights in the security that the transferor	1269
had or had power to transfer.	1270

(B) A purchaser of a limited interest acquires rights only	1271
to the extent of the interest purchased.	1272

(C) A purchaser of a certificated security who as a previous	1273
holder had notice of an adverse claim does not improve its	1274
position by taking from a protected purchaser.	1275

Sec. 1308.24.  (A) A purchaser has "control" of a	1276
certificated security in bearer form if the certificated security	1277
is delivered to the purchaser.	1278

(B) A purchaser has "control" of a certificated security in	1279
registered form if the certificated security is delivered to the	1280
purchaser, and:	1281

(1) The certificate is indorsed to the purchaser or in blank	1282
by an effective indorsement; or	1283

(2) The certificate is registered in the name of the	1284
purchaser, upon original issue or registration of transfer by the	1285
issuer.	1286

(C) A purchaser has "control" of an uncertificated security	1287
if:	1288

(1) The uncertificated security is delivered to the	1289
purchaser; or	1290

(2) The issuer has agreed that it will comply with	1291
instructions originated by the purchaser without further consent	1292
by the registered owner.	1293

(D) A purchaser has "control" of a security entitlement if:

1294

(1) The purchaser becomes the entitlement holder; or

1295

(2) The securities intermediary has agreed that it will	1296
comply with entitlement orders originated by the purchaser without	1297
further consent by the entitlement holder; or	1298

(3)Another person has control of the security entitlement on	1299
behalf of the purchaser or, having previously acquired control of	1300
the security entitlement, acknowledges having control on behalf of	1301
the purchaser.	1302

(E) If an interest in a security entitlement is granted by	1303
the entitlement holder to the entitlement holder's own securities	1304
intermediary, the securities intermediary has control.	1305

(F) A purchaser who has satisfied the requirements of	1306
division (C)(2) or (D)(2) of this section has control even if the	1307
registered owner in the case of division (C)(2) of this section or	1308
the entitlement holder in the case of division (D)(2) of this	1309
section retains the right to make substitutions for the	1310
uncertificated security or security entitlement, to originate	1311
instructions or entitlement orders to the issuer or securities	1312
intermediary, or otherwise to deal with the uncertificated	1313
security or security entitlement.	1314

(G) An issuer or a securities intermediary may not enter	1315
into an agreement of the kind described in division (C)(2) or	1316
(D)(2) of this section without the consent of the registered owner	1317
or entitlement holder, but an issuer or a securities intermediary	1318
is not required to enter into such an agreement even though the	1319
registered owner or entitlement holder so directs. An issuer or	1320
securities intermediary that has entered into such an agreement is	1321
not required to confirm the existence of the agreement to another	1322
party unless requested to do so by the registered owner or	1323
entitlement holder.	1324

Sec. 1308.27.  (A) Delivery of a certificated security to a	1325
purchaser occurs when:	1326

(1) The purchaser acquires possession of the security	1327
certificate;	1328

(2) Another person, other than a securities intermediary,	1329
either acquires possession of the security certificate on behalf	1330
of the purchaser or, having previously acquired possession of the	1331
certificate, acknowledges that it holds for the purchaser; or	1332

(3) A securities intermediary acting on behalf of the	1333
purchaser acquires possession of the security certificate, only if	1334
the certificate is in registered form and has beenis (a)	1335
registered in the name of the purchaser, (b) payable to the order	1336
of the purchaser, or (c) specially indorsed to the purchaser by an	1337
effective indorsement and has not been indorsed to the securities	1338
intermediary or in blank.	1339

(B) Delivery of an uncertificated security to a purchaser	1340
occurs when:	1341

(1) The issuer registers the purchaser as the registered	1342
owner, upon original issue or registration of transfer; or	1343

(2) Another person, other than a securities intermediary,	1344
either becomes the registered owner of the uncertificated security	1345
on behalf of the purchaser or, having previously become the	1346
registered owner, acknowledges that it holds for the purchaser.	1347

Sec. 1308.60.  (A) AnIn a case not covered by the priority	1348
rules in Chapter 1309. of the Revised Code or the rules stated in	1349
division (C) of this section, an action based on an adverse claim	1350
to a financial asset or security entitlement, whether framed in	1351
conversion, replevin, constructive trust, equitable lien, or other	1352
theory, may not be asserted against a person who purchases a	1353
security entitlement, or an interest thereinin a security	1354
entitlement, from an entitlement holder if the purchaser gives	1355
value, does not have notice of the adverse claim, and obtains	1356
control.	1357

(B) If an adverse claim could not have been asserted against	1358
an entitlement holder under section 1308.52 of the Revised Code,	1359
the adverse claim cannot be asserted against a person who	1360
purchases a security entitlement, or an interest thereinin a	1361
security entitlement, from the entitlement holder.	1362

(C) In a case not covered by the priority rules in Chapter	1363
1309. of the Revised Code, a purchaser for value of a security	1364
entitlement, or an interest thereinin a security entitlement, who	1365
obtains control has priority over a purchaser of a security	1366
entitlement, or an interest thereinin a security entitlement, who	1367
does not obtain control. PurchasersExcept as otherwise provided	1368
in division (D) of this section, purchasers who have control rank	1369
equally, except that aaccording to priority in time of:	1370

(1) The purchaser's becoming the person for whom the	1371
securities account, in which the security entitlement is carried,	1372
is maintained, if the purchaser obtained control under division	1373
(D)(1) of section 1308.24 of the Revised Code;	1374

(2) The securities intermediary's agreement to comply with	1375
the purchaser's entitlement orders with respect to security	1376
entitlements carried or to be carried in the securities account in	1377
which the security entitlement is carried, if the purchaser	1378
obtained control under division (D)(2) of section 1308.24 of the	1379
Revised Code; or	1380

(3) If the purchaser obtained control through another person	1381
under division (D)(3) of section 1308.24 of the Revised Code, the	1382
time on which priority would be based under division (C) of this	1383
section if the other person were the secured party.	1384

(D) A securities intermediary as purchaser has priority over	1385
a conflicting purchaser who has control unless otherwise agreed by	1386
the securities intermediary.	1387

Sec. 1309.101. (A) This chapter may be cited as "Uniform	1388
Commercial Code, secured transactions."	1389

(B) This chapter uses the numbering system of the national	1390
conference of commissioners on uniform state laws. The digits to	1391
the right of the decimal point are sequential and not supplemental	1392
to any preceding Revised Code section.	1393

Sec. 1309.102.  (A) As used in this chapter, unless the	1394
context requires otherwise:	1395

(1) "Accession" means goods that are physically united with	1396
other goods in such a manner that the identity of the original	1397
goods is not lost.	1398

(2)(a) "Account," except as used in "account for," means a	1399
right to payment of a monetary obligation, whether or not earned	1400
by performance, (i) for property that has been or is to be sold,	1401
leased, licensed, assigned, or otherwise disposed of, (ii) for	1402
services rendered or to be rendered, (iii) for a policy of	1403
insurance issued or to be issued, (iv) for a secondary obligation	1404
incurred or to be incurred, (v) for energy provided or to be	1405
provided, (vi) for the use or hire of a vessel under a charter or	1406
other contract, (vii) arising out of the use of a credit or	1407
charge card or information contained on or for use with the card,	1408
or (viii) as winnings in a lottery or other game of chance	1409
operated or sponsored by a state, governmental unit of a state, or	1410
person licensed or authorized to operate the game by a state or	1411
governmental unit of a state.	1412

(b) "Account" includes health-care insurance receivables.

1413

(c) "Account" does not include (i) rights to payment	1414
evidenced by chattel paper or an instrument, (ii) commercial tort	1415
claims, (iii) deposit accounts, (iv) investment property, (v)	1416
letter-of-credit rights or letters of credit, or (vi) rights to	1417
payment for money or funds advanced or sold, other than rights	1418
arising out of the use of a credit or charge card or information	1419
contained on or for use with the card.	1420

(3) "Account debtor" means a person who is obligated on an	1421
account, chattel paper, or general intangible. "Account debtor"	1422
does not include a person who is obligated to pay a negotiable	1423
instrument, even if the instrument constitutes part of chattel	1424
paper.	1425

(4) "Accounting," except as used in "accounting for," means a	1426
record:	1427

(a) Authenticated by a secured party;

1428

(b) Indicating the aggregate unpaid secured obligations as	1429
of a date not more than thirty-five days earlier or thirty-five	1430
days later than the date of the record; and	1431

(c) Identifying the components of the obligations in	1432
reasonable detail.	1433

(5) "Agricultural lien" means an interest, other than a	1434
security interest, in farm products:	1435

(a) That secures payment or performance of an obligation	1436
for:	1437

(i) Goods or services furnished in connection with a	1438
debtor's farming operation; or	1439

(ii) Rent on real property leased by a debtor in connection	1440
with its farming operation.	1441

(b) That is created by statute in favor of a person who:

1442

(i) In the ordinary course of business, furnished goods or	1443
services to a debtor in connection with the debtor's farming	1444
operation; or	1445

(ii) Leased real property to a debtor in connection with the	1446
debtor's farming operation; and	1447

(c) Whose effectiveness does not depend on the person's	1448
possession of the personal property.	1449

(6) "As-extracted collateral" means:

1450

(a) Oil, gas, or other minerals that are subject to a	1451
security interest that:	1452

(i) Is created by a debtor having an interest in the	1453
minerals before extraction; and	1454

(ii) Attaches to the minerals as extracted; or

1455

(b) Accounts arising out of the sale at the wellhead or	1456
minehead of oil, gas, or other minerals in which the debtor had an	1457
interest before extraction.	1458

(7) "Authenticate" means:

1459

(a) To sign; or

1460

(b) To execute or otherwise adopt a symbol, or encrypt or	1461
similarly process a record in whole or in part, with the present	1462
intent of the authenticating person to identify the person and	1463
adopt or accept a record.	1464

(8) "Bank" means an organization that is engaged in the	1465
business of banking. "Bank" includes savings banks, savings and	1466
loan associations, credit unions, and trust companies.	1467

(9) "Cash proceeds" means proceeds that are money, checks,	1468
deposit accounts, or the like.	1469

(10) "Certificate of title" means a certificate of title with	1470
respect to which a statute provides for the security interest in	1471
question to be indicated on the certificate as a condition or	1472
result of the security interest's obtaining priority over the	1473
rights of a lien creditor with respect to the collateral.	1474

(11)(a) "Chattel paper" means a record that evidences both a	1475
monetary obligation and a security interest in specific goods, a	1476
security interest in specific goods and software used in the	1477
goods, a security interest in specific goods and license of	1478
software used in the goods, a lease of specific goods, or a lease	1479
of specific goods and license of software used in the goods.	1480

As used in division (A)(11)(a) of this section, "monetary	1481
obligation" means a monetary obligation secured by the goods or	1482
owed under a lease of the goods and includes a monetary obligation	1483
with respect to software used in the goods.	1484

(b) If a transaction is evidenced by records that include	1485
an instrument or series of instruments, the group of records taken	1486
together constitutes chattel paper.	1487

(c) "Chattel paper" does not include (i) charters or other	1488
contracts involving the use or hire of a vessel or (ii) records	1489
that evidence a right to payment arising out of the use of a	1490
credit or charge card or information contained on or for use with	1491
the card.	1492

(12) "Collateral" means the property subject to a security	1493
interest or agricultural lien, including:	1494

(a) Proceeds to which a security interest attaches;

1495

(b) Accounts, chattel paper, payment intangibles, and	1496
promissory notes that have been sold; and	1497

(c) Goods that are the subject of a consignment.

1498

(13) "Commercial tort claim" means a claim arising in tort	1499
with respect to which:	1500

(a) The claimant is an organization; or

1501

(b) The claimant is an individual, and the claim:

1502

(i) Arose in the course of the claimant's business or	1503
profession; and	1504

(ii) Does not include damages arising out of personal injury	1505
to or the death of an individual.	1506

(14) "Commodity account" means an account maintained by a	1507
commodity intermediary in which a commodity contract is carried	1508
for a commodity customer.	1509

(15) "Commodity contract" means a commodity futures contract,	1510
an option on a commodity futures contract, a commodity option, or	1511
another contract if the contract or option is:	1512

(a) Traded on or subject to the rules of a board of trade	1513
that has been designated as a contract market for such a contract	1514
pursuant to the federal commodities laws; or	1515

(b) Traded on a foreign commodity board of trade, exchange,	1516
or market and is carried on the books of a commodity intermediary	1517
for a commodity customer.	1518

(16) "Commodity customer" means a person for whom a commodity	1519
intermediary carries a commodity contract on its books.	1520

(17) "Commodity intermediary" means a person that:

1521

(a) Is registered as a futures commission merchant under the	1522
federal commodities laws; or	1523

(b) In the ordinary course of its business provides	1524
clearance or settlement services for a board of trade that has	1525
been designated as a contract market pursuant to the federal	1526
commodities laws.	1527

(18) "Communicate" means:

1528

(a) To send a written or other tangible record;

1529

(b) To transmit a record by any means agreed upon by the	1530
persons sending and receiving the record; or	1531

(c) In the case of transmission of a record to or by a	1532
filing office, to transmit a record by any means prescribed by	1533
filing-office rule.	1534

(19) "Consignee" means a merchant to whom goods are delivered	1535
in a consignment.	1536

(20) "Consignment" means a transaction, regardless of its	1537
form, in which a person delivers goods to a merchant for the	1538
purpose of sale and:	1539

(a) The merchant:

1540

(i) Deals in goods of that kind under a name other than the	1541
name of the person making delivery;	1542

(ii) Is not an auctioneer; and

1543

(iii) Is not generally known by its creditors to be	1544
substantially engaged in selling the goods of others;	1545

(b) With respect to each delivery, the aggregate value of	1546
the goods is one thousand dollars or more at the time of delivery.	1547

(c) The goods are not consumer goods immediately before	1548
delivery; and	1549

(d) The transaction does not create a security interest that	1550
secures an obligation.	1551

(21) "Consignor" means a person that delivers goods to a	1552
consignee in a consignment.	1553

(22) "Consumer debtor" means a debtor in a consumer	1554
transaction.	1555

(23) "Consumer goods" means goods that are used or bought for	1556
use primarily for personal, family, or household purposes.	1557

(24) "Consumer-goods transaction" means a consumer	1558
transaction in which:	1559

(a) An individual incurs an obligation primarily for	1560
personal, family, or household purposes; and	1561

(b) A security interest in consumer goods secures the	1562
obligation.	1563

(25) "Consumer obligor" means an obligor who is an individual	1564
and who incurred the obligation as part of a transaction entered	1565
into primarily for personal, family, or household purposes.	1566

(26) "Consumer transaction" means a transaction in which: (a)	1567
an individual incurs an obligation primarily for personal, family,	1568
or household purposes, (b) a security interest secures the	1569
obligation, and (c) the collateral is held or acquired primarily	1570
for personal, family, or household purposes. "Consumer	1571
transaction" includes consumer-goods transactions.	1572

(27) "Continuation statement" means an amendment of a	1573
financing statement that:	1574

(a) Identifies, by its file number, the initial financing	1575
statement to which it relates; and	1576

(b) Indicates that it is a continuation statement for, or	1577
that it is filed to continue the effectiveness of, the identified	1578
financing statement.	1579

(28) "Debtor" means:

1580

(a) A person having an interest, other than a security	1581
interest or other lien, in the collateral, whether or not the	1582
person is an obligor;	1583

(b) A seller of accounts, chattel paper, payment	1584
intangibles, or promissory notes; or	1585

(c) A consignee.

1586

(29) "Deposit account" means a demand, time, savings,	1587
passbook, or similar account maintained with a bank but does not	1588
include investment property or accounts evidenced by an	1589
instrument.	1590

(30) "Document" means a document of title or a receipt of the	1591
type described in division (B) of section 1307.06 of the Revised	1592
Code.	1593

(31) "Electronic chattel paper" means chattel paper evidenced	1594
by a record consisting of information stored in an electronic	1595
medium.	1596

(32) "Encumbrance" means a right, other than an ownership	1597
interest, in real property. "Encumbrance" includes mortgages and	1598
other liens on real property.	1599

(33) "Equipment" means goods other than inventory, farm	1600
products, or consumer goods.	1601

(34) "Farm products" means goods, other than standing timber,	1602
with respect to which the debtor is engaged in a farming operation	1603
and that are:	1604

(a) Crops grown, growing, or to be grown, including:

1605

(i) Crops produced on trees, vines, and bushes; and

1606

(ii) Aquatic goods produced in aquacultural operations;

1607

(b) Livestock, born or unborn, including aquatic goods	1608
produced in aquacultural operations;	1609

(c) Supplies used or produced in a farming operation; or

1610

(d) Products of crops or livestock in their unmanufactured	1611
states.	1612

(35) "Farming operation" means raising, cultivating,	1613
propagating, fattening, grazing, or any other farming, livestock,	1614
or aquacultural operation.	1615

(36) "File number" means the number assigned to an initial	1616
financing statement under division (A) of section 1309.519 of the	1617
Revised Code.	1618

(37) "Filing office" means an office designated in section	1619
1309.501 of the Revised Code as the place to file a financing	1620
statement.	1621

(38) "Filing-office rule" means a rule adopted under section	1622
1309.526 of the Revised Code.	1623

(39) "Financing statement" means a record composed of an	1624
initial financing statement and any filed record or records	1625
relating to the initial financing statement.	1626

(40) "Fixture filing" means the filing of a financing	1627
statement covering goods that are or are to become fixtures and	1628
satisfying divisions (A) and (B) of section 1309.502 of the	1629
Revised Code. "Fixture filing" includes the filing of a financing	1630
statement covering goods of a transmitting utility that are or are	1631
to become fixtures.	1632

(41) "Fixtures" means goods that have become so related to	1633
particular real property that an interest in them arises under	1634
real property law.	1635

(42) "General intangible" means any personal property,	1636
including things in action, other than accounts, chattel paper,	1637
commercial tort claims, deposit accounts, documents, goods,	1638
instruments, investment property, letter-of-credit rights, letters	1639
of credit, money, and oil, gas, or other minerals before	1640
extraction. "General intangible" includes payment intangibles and	1641
software.	1642

(43) "Good faith" means honesty in fact and the observance of	1643
reasonable commercial standards of fair dealing.	1644

(44)(a) "Goods" means all things that are movable when a	1645
security interest attaches. "Goods" includes (i) fixtures, (ii)	1646
standing timber that is to be cut and removed under a conveyance	1647
or contract for sale, (iii) the unborn young of animals, (iv)	1648
crops grown, growing, or to be grown, even if the crops are	1649
produced on trees, vines, or bushes, and (v) manufactured homes.	1650

(b) "Goods" also includes a computer program embedded in	1651
goods and any supporting information provided in connection with a	1652
transaction relating to the program if (i) the program is	1653
associated with the goods in such a manner that it customarily is	1654
considered part of the goods, or (ii) by becoming the owner of	1655
the goods, a person acquires a right to use the program in	1656
connection with the goods.	1657

(c) "Goods" does not include a computer program embedded in	1658
goods that consist solely of the medium in which the program is	1659
embedded. "Goods" does not include accounts, chattel paper,	1660
commercial tort claims, deposit accounts, documents, general	1661
intangibles, instruments, investment property, letter-of-credit	1662
rights, letters of credit, money, or oil, gas, or other minerals	1663
before extraction.	1664

(45) "Governmental unit" means a subdivision, agency,	1665
department, county, parish, municipal corporation, or other unit	1666
of the government of the United States, a state, or a foreign	1667
country. "Governmental unit" includes an organization having a	1668
separate corporate existence if the organization is eligible to	1669
issue debt on which interest is exempt from income taxation under	1670
the laws of the United States.	1671

(46) "Health-care-insurance receivable" means an interestin	1672
or claim under a policy of insurance that is a right to payment of	1673
a monetary obligation for health-care goods or services provided.	1674

(47)(a) "Instrument" means a negotiable instrument or any	1675
other writing that evidences a right to the payment of a monetary	1676
obligation, is not itself a security agreement or lease, and is of	1677
a type that in ordinary course of business is transferred by	1678
delivery with any necessary indorsement or assignment.	1679

(b) "Instrument" does not include (i) investment property,	1680
(ii) letters of credit, or (iii) writings that evidence a right to	1681
payment arising out of the use of a credit or charge card or	1682
information contained on or for use with the card.	1683

(48) "Inventory" means goods, other than farm products, that:

1684

(a) Are leased by a person as lessor;

1685

(b) Are held by a person for sale or lease or to be	1686
furnished under a contract of service;	1687

(c) Are furnished by a person under a contract of service;	1688
or	1689

(d) Consist of raw materials, work in process, or materials	1690
used or consumed in a business.	1691

(49) "Investment property" means a security, whether	1692
certificated or uncertificated, a security entitlement, a	1693
securities account, a commodity contract, or a commodity account.	1694

(50) "Jurisdiction of organization," with respect to a	1695
registered organization, means the jurisdiction under whose law	1696
the organization is organized.	1697

(51) "Letter-of-credit right" means a right to payment or	1698
performance under a letter of credit, whether or not the	1699
beneficiary has demanded or is at the time entitled to demand	1700
payment or performance. "Letter-of-credit right" does not include	1701
the right of a beneficiary to demand payment or performance under	1702
a letter of credit.	1703

(52) "Lien creditor" means:

1704

(a) A creditor who has acquired a lien on the property	1705
involved by attachment, levy or the like;	1706

(b) An assignee for benefit of creditors from the time of	1707
assignment;	1708

(c) A trustee in bankruptcy from the date of the filing of	1709
the petition; or	1710

(d) A receiver in equity from the time of appointment.

1711

(53) "Manufactured home" means a structure, transportable in	1712
one or more sections, that, in the traveling mode, is eight body	1713
feet or more in width or forty body feet or more in length, or,	1714
when erected on site, is three hundred twenty or more square feet,	1715
and that is built on a permanent chassis and designed to be used	1716
as a dwelling with or without a permanent foundation when	1717
connected to the required utilities, and includes the plumbing,	1718
heating, air conditioning, and electrical systems contained in the	1719
structure. "Manufactured home" includes any structure that meets	1720
all of the requirements of this paragraph except the size	1721
requirements and with respect to which the manufacturer	1722
voluntarily files a certification required by the United States	1723
secretary of housing and urban development and complies with the	1724
standards established under Title 42 of the United States Code.	1725

(54) "Manufactured-home transaction" means a secured	1726
transaction:	1727

(a) That creates a purchase-money security interest in a	1728
manufacturedhome, other than a manufactured home held as	1729
inventory; or	1730

(b) In which a manufactured home, other than a manufactured	1731
home held as inventory, is the primary collateral.	1732

(55) "Mortgage" means a consensual interest in real property,	1733
including fixtures, that secures payment or performance of an	1734
obligation.	1735

(56) "New debtor" means a person that becomes bound as debtor	1736
under division (D) of section 1309.203 of the Revised Code by a	1737
security agreement previously entered into by another person.	1738

(57)(a) "New value" means (i) money, (ii) money's worth in	1739
property, services, or new credit, or (iii) release by a	1740
transferee of an interest in property previously transferred to	1741
the transferee.	1742

(b) "New value" does not include an obligation substituted	1743
for another obligation.	1744

(58) "Noncash proceeds" means proceeds other than cash	1745
proceeds.	1746

(59)(a) "Obligor" means a person who, with respect to an	1747
obligation secured by a security interest in or an agricultural	1748
lien on the collateral, (i) owes payment or other performance of	1749
the obligation, (ii) has provided property other than the	1750
collateral to secure payment or other performance of the	1751
obligation, or (iii) is otherwise accountable in whole or in part	1752
for payment or other performance of the obligation.	1753

(b) "Obligor" does not include issuers or nominated persons	1754
under a letter of credit.	1755

(60) "Original debtor," except as used in division (C) of	1756
section 1309.310 of the Revised Code, means a person who, as	1757
debtor, entered into a security agreement to which a new debtor	1758
has become bound under division (D) of section 1309.203 of the	1759
Revised Code.	1760

(61) "Payment intangible" means a general intangible under	1761
which the account debtor's principal obligation is a monetary	1762
obligation.	1763

(62) "Person related to," with respect to an individual,	1764
means:	1765

(a) The spouse of the individual;

1766

(b) A brother, brother-in-law, sister, or sister-in-law of	1767
the individual;	1768

(c) An ancestor or lineal descendant of the individual or	1769
the individual's spouse; or	1770

(d) Any other relative, by blood or marriage, of the	1771
individual or theindividual's spouse who shares the same home	1772
with the individual.	1773

(63) "Person related to," with respect to an organization,	1774
means:	1775

(a) A person directly or indirectly controlling, controlled	1776
by, or under common control with the organization;	1777

(b) An officer or director of, or a person performing	1778
similar functions with respect to, the organization;	1779

(c) An officer or director of, or a person performing	1780
similar functions with respect to, a person described in division	1781
(A)(63)(a) of this section;	1782

(d) The spouse of an individual described in division	1783
(A)(63)(a), (b), or (c) of this section; or	1784

(e) An individual who is related by blood or marriage to an	1785
individual described in division (A)(63)(a), (b), (c), or (d) of	1786
this section and shares the same home with the individual.	1787

(64) "Proceeds," except as used in division (B) of section	1788
1309.609 of the Revised Code, means the following property:	1789

(a) Whatever is acquired upon the sale, lease, license,	1790
exchange, or other disposition of collateral;	1791

(b) Whatever is collected on, or distributed on account of,	1792
collateral;	1793

(c) Rights arising out of collateral;

1794

(d) To the extent of the value of collateral, claims arising	1795
out of the loss, nonconformity, or interference with the use of,	1796
defects or infringement of rights in, or damage to the collateral;	1797
or	1798

(e) To the extent of the value of collateral and to the	1799
extent payable to the debtor or the secured party, insurance	1800
payable by reason of the loss or nonconformity of, defects or	1801
infringement of rights in, or damage to the collateral.	1802

(65) "Promissory note" means an instrument that evidences a	1803
promise to pay a monetary obligation, does not evidence an order	1804
to pay, and does not contain an acknowledgment by a bank that the	1805
bank has received for deposit a sum of money or funds.	1806

(66) "Proposal" means a record authenticated by a secured	1807
party that includes the terms on which the secured party is	1808
willing to accept collateral in full or partial satisfaction of	1809
the obligation it secures pursuant to sections 1309.620, 1309.621,	1810
and 1309.622 of the Revised Code.	1811

(67) "Public-finance transaction" means a secured transaction	1812
in connection with which:	1813

(a) Debt securities are issued;

1814

(b) All or a portion of the securities issued have an	1815
initial stated maturity of at least twenty years; and	1816

(c) The debtor, obligor, secured party, account debtor or	1817
other person obligated on collateral, assignor or assignee of a	1818
secured obligation, or assignor or assignee of a security interest	1819
is a state or a governmental unit of a state.	1820

(68) "Pursuant to commitment," with respect to an advance	1821
made or other value given by a secured party, means pursuant to	1822
the secured party's obligation, whether or not a subsequent event	1823
of default or other event not within the secured party's control	1824
has relieved or may relieve the secured party from its obligation.	1825

(69) "Record," except as used in "for record," "of record,"	1826
"record or legal title," and "record owner," means information	1827
that is inscribed on a tangible medium or that is stored in an	1828
electronic or other medium and is retrievable in perceivable form.	1829

(70) "Registered organization" means an organization	1830
organized solely under the law of a single state or the United	1831
States and as to which the state or the United States must	1832
maintain a public record showing the organization to have been	1833
organized.	1834

(71) "Secondary obligor" means an obligor to the extent that:

1835

(a) The obligor's obligation is secondary; or

1836

(b) The obligor has a right of recourse with respect to an	1837
obligation secured by collateral against the debtor, another	1838
obligor, or property of either.	1839

(72) "Secured party" means:

1840

(a) A person in whose favor a security interest is created	1841
or provided for under a security agreement, whether or not any	1842
obligation to be secured is outstanding;	1843

(b) A person that holds an agricultural lien;

1844

(c) A consignor;

1845

(d) A person to whom accounts, chattel paper, payment	1846
intangibles, or promissory notes have been sold;	1847

(e) A trustee, indenture trustee, agent, collateral agent,	1848
or other representative in whose favor a security interest or	1849
agricultural lien is created or provided for; or	1850

(f) A person who holds a security interest arising under	1851
section 1302.42, 1302.49, 1302.85, 1304.20, 1305.18, or 1310.54 of	1852
the Revised Code.	1853

(73) "Security agreement" means an agreement that creates or	1854
provides for a security interest.	1855

(74) "Send," in connection with a record or notification,	1856
means:	1857

(a) To deposit in the mail, deliver for transmission, or	1858
transmit by any other usual means of communication, with postage	1859
or cost of transmission provided for, addressed to any address	1860
reasonable under the circumstances; or	1861

(b) To cause the record or notification to be received	1862
within the time that it would have been received if properly sent	1863
under division (A)(74)(a) of this section.	1864

(75) "Software" means a computer program and any supporting	1865
information provided in connection with a transaction relating to	1866
the program. "Software" does not include a computer program that	1867
is included in the definition of goods.	1868

(76) "State" means a state of the United States, the District	1869
of Columbia, Puerto Rico, the United States Virgin Islands, or any	1870
territory or insular possession subject to the jurisdiction of the	1871
United States.	1872

(77) "Supporting obligation" means a letter-of-credit right	1873
or secondary obligation that supports the payment or performance	1874
of an account, chattel paper, a document, a general intangible, an	1875
instrument, or investment property.	1876

(78) "Tangible chattel paper" means chattel paper evidenced	1877
by a record consisting of information that is inscribed on a	1878
tangible medium.	1879

(79) "Termination statement" means an amendment of a	1880
financing statement that:	1881

(a) Identifies, by its file number, the initial financing	1882
statement to which it relates; and	1883

(b) Indicates either that it is a termination statement or	1884
that the identified financing statement is no longer effective.	1885

(80) "Transmitting utility" means a person primarily engaged	1886
in the business of:	1887

(a) Operating a railroad, subway, street railway, or trolley	1888
bus;	1889

(b) Transmitting communications electrically,	1890
electromagnetically, or by light;	1891

(c) Transmitting goods by pipeline or sewer; or

1892

(d) Transmitting or producing and transmitting electricity,	1893
steam, gas, or water.	1894

(B) Other definitions applying to this chapter are:

1895

(1) "Applicant" has the same meaning as in section 1305.01 of	1896
the Revised Code.	1897

(2) "Beneficiary" has the same meaning as in section 1305.01	1898
of the Revised Code.	1899

(3) "Broker" has the same meaning as in section 1308.01 of	1900
the Revised Code.	1901

(4) "Certificated security" has the same meaning as in	1902
section 1308.01 of the Revised Code.	1903

(5) "Check" has the same meaning as in section 1303.03 of the	1904
Revised Code.	1905

(6) "Clearing corporation" has the same meaning as in section	1906
1308.01 of the Revised Code.	1907

(7) "Contract for sale" has the same meaning as in section	1908
1302.01 of the Revised Code.	1909

(8) "Customer" has the same meaning as in section 1304.01 of	1910
the Revised Code.	1911

(9) "Entitlement holder" has the same meaning as in section	1912
1308.01 of the Revised Code.	1913

(10) "Financial asset" has the same meaning as in section	1914
1308.01 of the Revised Code.	1915

(11) "Holder in due course" has the same meaning as in	1916
section 1303.32 of the Revised Code.	1917

(12) "Issuer," with respect to a letter of credit or	1918
letter-of-credit right, has the same meaning as in section 1305.01	1919
of the Revised Code.	1920

(13) "Issuer," with respect to a security, has the same	1921
meaning as in section 1308.08 of the Revised Code.	1922

(14) "Lease," "lease agreement," "lease contract," "leasehold	1923
interest," "lessee," "lessee in ordinary course of business,"	1924
"lessor," and "lessor's residual interest" have the same meanings	1925
as in section 1310.01 of the Revised Code.	1926

(15) "Letter of credit" has the same meaning as in section	1927
1305.01 of the Revised Code.	1928

(16) "Merchant" has the same meaning as in section 1302.01 of	1929
the Revised Code.	1930

(17) "Negotiable instrument" has the same meaning as in	1931
section 1303.03 of the Revised Code.	1932

(18) "Nominated person" has the same meaning as in section	1933
1305.01 of the Revised Code.	1934

(19) "Note" has the same meaning as in section 1303.03 of the	1935
Revised Code.	1936

(20) "Proceeds of a letter of credit" has the same meaning as	1937
in section 1305.13 of the Revised Code.	1938

(21) "Prove" has the same meaning as in section 1303.01 of	1939
the Revised Code.	1940

(22) "Sale" has the same meaning as in division (A)(11) of	1941
section 1302.01 of the Revised Code.	1942

(23) "Securities account" has the same meaning as in section	1943
1308.51 of the Revised Code.	1944

(24) "Securities intermediary," "security," "security	1945
certificate," "security entitlement," and "uncertificated	1946
security" have the same meanings as in section 1308.01 of the	1947
Revised Code.	1948

(C) The terms and principles of construction and	1949
interpretations set forth in sections 1301.01 to 1301.14 of the	1950
Revised Code are applicable to this chapter.	1951

Sec. 1309.103. (A) As used in this section:

1952

(1) "Purchase-money collateral" means goods or software that	1953
secures a purchase-money obligation incurred with respect to that	1954
collateral; and	1955

(2) "Purchase-money obligation" means an obligation of an	1956
obligor incurred as all or part of the price of the collateral or	1957
for value given to enable the debtor to acquire rights in or the	1958
use of the collateral if the value is in fact so used.	1959

(B) A security interest in goods is a purchase-money	1960
security interest:	1961

(1) To the extent that the goods are purchase-money	1962
collateral with respect to that security interest;	1963

(2) If the security interest is in inventory that is or was	1964
purchase-money collateral, also to the extent that the security	1965
interest secures a purchase-money obligation incurred with respect	1966
to other inventory in which the secured party holds or held a	1967
purchase-money security interest; and	1968

(3) To the extent that the security interest secures a	1969
purchase-money obligation incurred with respect to software in	1970
which the secured party holds or held a purchase-money security	1971
interest.	1972

(C) A security interest in software is a purchase-money	1973
security interest to the extent that the security interest also	1974
secures a purchase-money obligation incurred with respect to goods	1975
in which the secured party holds or held a purchase-money security	1976
interest if:	1977

(1) The debtor acquired its interest in the software in an	1978
integrated transaction in which it acquired an interest in the	1979
goods; and	1980

(2) The debtor acquired its interest in the software for the	1981
principal purpose of using the software in the goods.	1982

(D) The security interest of a consignor in goods that are	1983
the subject of a consignment is a purchase-money security interest	1984
in inventory.	1985

(E) In a transaction other than a consumer-goods	1986
transaction, if the extent to which a security interest is a	1987
purchase-money security interest depends on the application of a	1988
payment to a particular obligation, the payment must be applied:	1989

(1) In accordance with any reasonable method of application	1990
to which the parties agree;	1991

(2) In the absence of the parties' agreement to a reasonable	1992
method, in accordance with any intention of the obligor manifested	1993
at or before the time of payment; or	1994

(3) In the absence of an agreement to a reasonable method	1995
and a timely manifestation of the obligor's intention, in the	1996
following order:	1997

(a) To obligations that are not secured;

1998

(b) If more than one obligation is secured, to obligations	1999
secured by purchase-money security interests in the order in which	2000
those obligations were incurred.	2001

(F) In a transaction other than a consumer-goods	2002
transaction, a purchase-money security interest does not lose its	2003
status as a purchase-money security interest, even if:	2004

(1) The purchase-money collateral also secures an obligation	2005
that is not a purchase-money obligation.	2006

(2) Collateral that is not purchase-money collateral also	2007
secures the purchase-money obligation. or	2008

(3) The purchase-money obligation has been renewed,	2009
refinanced, consolidated, or restructured.	2010

(G) In a transaction other than a consumer-goods	2011
transaction, a secured party claiming a purchase-money security	2012
interest has the burden of establishing the extent to which the	2013
security interest is a purchase-money security interest.	2014

(H) The limitation in divisions (E), (F), and (G) of this	2015
section to transactions other than consumer-goods transactions is	2016
intended to leave to a court the determination of the proper rules	2017
in consumer-goods transactions. The court shall not infer from	2018
that limitation the nature of the proper rule in consumer-goods	2019
transactions and may continue to apply established approaches.	2020

Sec. 1309.104. (A) A secured party has control of a deposit	2021
account if:	2022

(1) The secured party is the bank with which the deposit	2023
account is maintained;	2024

(2) The debtor, secured party, and bank have agreed in an	2025
authenticated record that the bank will comply with instructions	2026
originated by the secured party directing disposition of the funds	2027
in the deposit account without further consent by the debtor; or	2028

(3) The secured party becomes the bank's customer with	2029
respect to the deposit account.	2030

(B) A secured party that has satisfied division (A) of this	2031
section has control of a deposit account, even if the debtor	2032
retains the right to direct the disposition of funds from the	2033
deposit account.	2034

Sec. 1309.105. A secured party has control of electronic	2035
chattel paper if the record or records comprising the chattel	2036
paper are created, stored, and assigned in such a manner that:	2037

(A) A single authoritative copy of the record or records	2038
exists that is unique, identifiable, and, except as otherwise	2039
provided in divisions (D), (E), and (F) of this section,	2040
unalterable;	2041

(B) The authoritative copy identifies the secured party as	2042
the assignee of the record or records;	2043

(C) The authoritative copy is communicated to and maintained	2044
by the secured party or its designated custodian;	2045

(D) Copies or revisions that add or change an identified	2046
assignee of the authoritative copy may be made only with the	2047
participation of the secured party;	2048

(E) Each copy of the authoritative copy and any copy of a	2049
copy is readily identifiable as a copy that is not the	2050
authoritative copy; and	2051

(F) Any revision of the authoritative copy is readily	2052
identifiable as an authorized or unauthorized revision.	2053

Sec. 1309.106.  (A) A person has control of a certificated	2054
security, uncertificated security, or security entitlement as	2055
provided in section 1308.24 of the Revised Code.	2056

(B) A secured party has control over a commodity contract	2057
if:	2058

(1) The secured party is the commodity intermediary with	2059
which the commodity contract is carried; or	2060

(2) The commodity customer, secured party, and commodity	2061
intermediary have agreed that the commodity intermediary will	2062
apply any value distributed on account of the commodity contract	2063
as directed by the secured party without further consent by the	2064
commodity customer.	2065

(C) A secured party having control of all security	2066
entitlements or commodity contracts carried in a securities	2067
account or commodity account has control over the securities	2068
account or commodity account.	2069

Sec. 1309.107. A secured party has control of a	2070
letter-of-credit right to the extent of any right to payment or	2071
performance by the issuer or any nominated person if the issuer or	2072
nominated person has consented to an assignment of proceeds of the	2073
letter of credit under division (C) of section 1305.13 of the	2074
Revised Code or otherwise applicable law or practice.	2075

Sec. 1309.08.        Sec. 1309.108. For the purposes of sections 1309.01	2076
to 1309.50, inclusive, of the Revised Code(A) Except as provided	2077
in divisions (C), (D), and (E) of this section, any description of	2078
personal or real property or real estate is sufficient whether or	2079
not it is specific if it reasonably identifies what is described.	2080

(B) Except as otherwise provided in division (D) of this	2081
section, a description of collateral reasonably identifies the	2082
collateral if it identifies the collateral by:	2083

(1) Specific listing;

2084

(2) Category;

2085

(3) Except as otherwise provided in division (E) of this	2086
section, a type of collateral defined in Chapters 1301., 1302.,	2087
1303., 1304., 1305., 1307., 1308., 1309., and 1310. of the Revised	2088
Code;	2089

(4) Quantity;

2090

(5) Computational or allocational formula or procedure; or

2091

(6) Except as otherwise provided in division (C) of this	2092
section, any other method, if the identity of the collateral is	2093
objectively determinable.	2094

(C) A description of collateral as "all the debtor's assets"	2095
or "all the debtor's personal property" or using words of similar	2096
import does not reasonably identify the collateral.	2097

(D) Except as otherwise provided in division (E) of this	2098
section, a description of a security entitlement, securities	2099
account, or commodity account is sufficient if it describes:	2100

(1) The collateral by those terms or as investment property;	2101
or	2102

(2) The underlying financial asset or commodity contract.

2103

(E) A description only by type of collateral defined in	2104
Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309.,	2105
and 1310. of the Revised Code is an insufficient description of:	2106

(1) A commercial tort claim; or

2107

(2) In a consumer transaction, consumer goods, a security	2108
entitlement, a securities account, or a commodity account.	2109

Sec. 1309.109.  (A) Except as otherwise provided in	2110
divisions (C) and (D) of this section, this chapter applies to:	2111

(1) A transaction, regardless of its form, that creates a	2112
security interest in personal property or fixtures by contract;	2113

(2) An agricultural lien;

2114

(3) A sale of accounts, chattel paper, payment intangibles,	2115
or promissory notes;	2116

(4) A consignment;

2117

(5) A security interest arising under section 1302.42,	2118
1302.49, division (C) of section 1302.85, or division (E) of	2119
section 1310.54 of the Revised Code, as provided insection	2120
1309.110 of the Revised Code; and	2121

(6) A security interest arising under section 1304.20 or	2122
1305.18 of the Revised Code.	2123

(B) The application of this chapter to a security interest	2124
in a secured obligation is not affected by the fact that the	2125
obligation is itself secured by a transaction or interest to which	2126
this chapter does not apply.	2127

(C) This chapter does not apply to the extent that:

2128

(1) A statute, regulation, or treaty of the United States	2129
preempts this chapter; or	2130

(2) The rights of a transferee beneficiary or nominated	2131
person under a letter of credit are independent and superior under	2132
section 1305.13 of the Revised Code.	2133

(D) This chapter does not apply to:

2134

(1) A landlord's lien, other than an agricultural lien;

2135

(2)(a) A lien, not enumerated in division (D)(2) of this	2136
section and other than an agricultural lien, given by statute or	2137
other rule of law for services or materials, including any lien	2138
created under any provision of Chapter 926., sections 1311.55 to	2139
1311.57, sections 1311.71 to 1311.80, section 1701.66, or Chapter	2140
4585. of the Revised Code;	2141

(b) Notwithstanding division (D)(2)(a) of this section,	2142
section 1309.333 of the Revised Code applies with respect to	2143
priority of the lien.	2144

(3) An assignment of a claim for wages, salary, or other	2145
compensation of an employee;	2146

(4) A sale of accounts, chattel paper, payment intangibles,	2147
or promissory notes as part of a sale of the business out of which	2148
they arose;	2149

(5) An assignment of accounts, chattel paper, payment	2150
intangibles, or promissory notes that is for the purpose of	2151
collection only;	2152

(6) An assignment of a right to payment under a contract to	2153
an assignee that is also obligated to perform under the contract;	2154

(7) An assignment of a single account, payment intangible,	2155
or promissory note to an assignee in full or partial satisfaction	2156
of a preexisting indebtedness;	2157

(8) A transfer of an interest in or an assignment of a claim	2158
under a policy of insurance, other than an assignment by or to a	2159
health-care provider of a health-care-insurance receivable and any	2160
subsequent assignment of the right to payment, but sections	2161
1309.315 and 1309.322 of the Revised Code apply with respect to	2162
proceeds and priorities in proceeds;	2163

(9) An assignment of a right represented by a judgment,	2164
other than a judgment taken on a right to payment that was	2165
collateral;	2166

(10) A right of recoupment or set-off, but:

2167

(a) Section 1309.340 of the Revised Code applies with	2168
respect to the effectiveness of rights of recoupment or set-off	2169
against deposit accounts; and	2170

(b) Section 1309.404 of the Revised Code applies with	2171
respect to defenses or claims of an account debtor.	2172

(11) The creation or transfer of an interest in or lien on	2173
real property, including a lease or rents under a lease, except to	2174
the extent that provision is made for:	2175

(a) Liens on real property in sections 1309.203 and 1309.308	2176
of the Revised Code;	2177

(b) Fixtures in section 1309.334 of the Revised Code;

2178

(c) Fixture filings in sections 1309.501, 1309.502,	2179
1309.512, 1309.516, and 1309.519 of the Revised Code; and	2180

(d) Security agreements covering personal and real property	2181
in section 1309.604 of the Revised Code.	2182

(12) An assignment of a claim arising in tort, other than a	2183
commercial tort claim, but sections 1309.315 and 1309.322 of the	2184
Revised Code apply with respect to proceeds and priorities in	2185
proceeds;	2186

(13) An assignment of a deposit account in a consumer	2187
transaction, but sections 1309.315 and 1309.322 of the Revised	2188
Code apply with respect to proceeds and priorities in proceeds; or	2189

(14) A transfer by a government, state, or governmental unit.

2190

Sec. 1309.11.        Sec. 1309.110.  A security interest arising solely	2191
under sections 1302.01 to 1302.98 of the Revised Codesections	2192
1302.42 and 1302.49, division (C) of section 1302.85, or sections	2193
1310.01 to 1310.78division (E) of section 1310.54 of the Revised	2194
Code is subject to sections 1309.01 to 1309.50 of the Revised Code	2195
except that, to the extent that and so long asthis chapter.	2196
However, until the debtor does not have or does not lawfully	2197
obtainobtains possession of the goods, all of the following	2198
apply:	2199

(A) No security agreement is necessary to make theThe	2200
security interest is enforceable.even if division (B)(3) of	2201
section 1309.203 of the Revised Code has not been satisfied;	2202

(B) No filingFiling is not required to perfect the security	2203
interest.;	2204

(C) The rights of the secured party onafter default by the	2205
debtor are governed by sections 1302.01 to 1309.98 of the Revised	2206
Code in the case of a security interest arising solely under those	2207
sections or by sections 1310.01 to 1310.78Chapter 1302. or1310.	2208
of the Revised Code in the case of a security interest arising	2209
solely under those sections; and	2210

(D)The security interest has priority over a conflicting	2211
security interest created by the debtor.	2212

Sec. 1309.201.  (A) Except as otherwise provided in Chapters	2213
1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309., and 1310.	2214
of the Revised Code, a security agreement is effective according	2215
to its terms between the parties, against purchasers of the	2216
collateral, and against creditors.	2217

(B) A transaction, although subject to this chapter, is also	2218
subject to any applicable law that establishes a different rule	2219
for consumers and to Chapter 1317., sections 1321.01 to 1321.33	2220
and divisions (A), (B), and (C) of section 1321.99 of the Revised	2221
Code.	2222

(C) In the event of conflict between the provisions of this	2223
chapter and the provisions of sections 1317.01 to 1317.99, 1321.01	2224
to 1321.33, and divisions (A), (B), and (C) of section 1321.99 of	2225
the Revised Code, the provisions of sections 1317.01 to 1317.99,	2226
1321.01 to 1321.33, and divisions (A), (B), and (C) of section	2227
1321.99 of the Revised Code shall prevail. Failure to comply with	2228
those provisions has only the effect provided in those provisions.	2229

(D) This article does not:

2230

(1) Validate any rate, charge, agreement, or practice that	2231
violates a rule of law, statute, or regulation described in	2232
division (B) of this section; or	2233

(2) Extend the application of the rule of law, statute, or	2234
regulation to a transaction not otherwise subject to it.	2235

Sec. 1309.13.        Sec. 1309.202. Each provisionExcept as otherwise	2236
provided with respect to consignments or sales of accounts,	2237
chattel paper, payment intangibles, or promissory notes, the	2238
provisions of sections 1309.01 to 1309.50, inclusive, of the	2239
Revised Codethis chapter with regard to rights,and obligations,	2240
and remedies appliesapply whether title to collateral is in the	2241
secured party or in the debtor.	2242

Sec. 1309.203.  (A) A security interest attaches to	2243
collateral when it becomes enforceable against the debtor with	2244
respect to the collateral, unless an agreement expressly postpones	2245
the time of attachment.	2246

(B) Except as otherwise provided in divisions (C) to (I) of	2247
this section, a security interest is enforceable against the	2248
debtor and third parties with respect to the collateral only if:	2249

(1) Value has been given;

2250

(2) The debtor has rights in the collateral or the power to	2251
transfer rights in the collateral to a secured party; and	2252

(3) One of the following conditions is met:

2253

(a) The debtor has authenticated a security agreement that	2254
provides a description of the collateral and, if the security	2255
interest covers timber to be cut, a description of the land	2256
concerned;	2257

(b) The collateral is not a certificated security and is in	2258
the possession of the secured party under section 1309.313 of the	2259
Revised Code pursuant to the debtor's security agreement;	2260

(c) The collateral is a certificated security in registered	2261
form and the security certificate has been delivered to the	2262
secured party under section 1308.27 of the Revised Code pursuant	2263
to the debtor's security agreement; or	2264

(d) The collateral is deposit accounts, electronic chattel	2265
paper, investment property, or letter-of-credit rights, and the	2266
secured party has control under section 1309.104, 1309.105,	2267
1309.106, or 1309.107 of the Revised Code pursuant to thedebtor's	2268
security agreement.	2269

(C) Division (B) of this section is subject to section	2270
1304.20 of the Revised Code on the security interest of a	2271
collecting bank, section 1305.18 of the Revised Code on the	2272
security interest of a letter-of-credit issuer or nominated	2273
person, section 1309.110 of the Revised Code on a security	2274
interest arising under Chapter 1302. or 1310. of the Revised Code,	2275
and section 1309.206 of the Revised Code on security interests in	2276
investment property.	2277

(D) A person becomes bound as debtor by a security agreement	2278
entered into by another person if, by operation of law other than	2279
this article or by contract:	2280

(1) The security agreement becomes effective to create a	2281
security interest in the person's property; or	2282

(2) The person becomes generally obligated for the	2283
obligations of the other person, including the obligation secured	2284
under the security agreement, and acquires or succeeds to all or	2285
substantially all of the assets of the other person.	2286

(E) If a new debtor becomes bound as debtor by a security	2287
agreement entered into by another person:	2288

(1) The agreement satisfies division (B)(3) of this section	2289
with respect to existing or after-acquired property of the new	2290
debtor to the extent the property is described in the agreement;	2291
and	2292

(2) Another agreement is not necessary to make a security	2293
interest in the property enforceable.	2294

(F) The attachment of a security interest in collateral	2295
gives the secured party the rights to proceeds provided by section	2296
1309.315 of the Revised Code and is also attachment of a security	2297
interest in a supporting obligation for the collateral.	2298

(G) The attachment of a security interest in a right to	2299
payment or performance secured by a security interest or other	2300
lien on personal or real property is also attachment of a security	2301
interest in the security interest, mortgage, or other lien.	2302

(H) The attachment of a security interest in a securities	2303
account is also attachment of a security interest in the security	2304
entitlements carried in the securities account.	2305

(I) The attachment of a security interest in a commodity	2306
account is also attachment of a security interest in the commodity	2307
contracts carried in the commodity account.	2308

Sec. 1309.15.        Sec. 1309.204.  (A) Except as provided in division	2309
(B) of this section, a security agreement may create or provide	2310
that any or all obligations covered by thefor a security	2311
agreement are to be secured byinterest in after-acquired	2312
collateral.	2313

(B) NoA security interest attachesdoes not attach under a	2314
term constituting an after-acquired property clause to consumer:	2315

(1) Consumer goods other than accessions, under section	2316
1309.33 of the Revised Code, when given as additional security	2317
unless the debtor acquires rights in them within ten days after	2318
the secured party gives value; or	2319

(2) A commercial tort claim.

2320

(C) Obligations covered by aA security agreement may include	2321
provide that collateral secures, or that accounts, chattel paper,	2322
payment intangibles, or promissory notes are sold in connection	2323
with, future advances or other value, whether or not the advances	2324
or value are given pursuant to commitment, under division (A) (11)	2325
of section 1309.01 of the Revised Code.	2326

Sec. 1309.16.        Sec. 1309.205. (A) A security interest is not	2327
invalid or fraudulent against creditors by reason of liberty in	2328
thesolely because:	2329

(1) The debtor has the right or ability to use:

2330

(a) Use, commingle, or dispose of all or part of the	2331
collateral, including returned or repossessed goods, or to collect	2332
or;	2333

(b) Collect, compromise accounts or chattel paper, or to	2334
accept,enforce, or otherwise deal with collateral;	2335

(c) Accept the return of goodscollateral or make	2336
repossessions, or to use; or	2337

(d) Use, commingle, or dispose of proceeds, or by reason of	2338
the failure of the; or	2339

(2) The secured party fails to require the debtor to account	2340
for proceeds or replace collateral. This	2341

(B) This section does not relax the requirements of	2342
possession whereif attachment, perfection,or enforcement of a	2343
security interest depends upon possession of the collateral by the	2344
secured party or by a bailee.	2345

Sec. 1309.206.  (A) A security interest in favor of a	2346
securities intermediary attaches to a person's security	2347
entitlement if:	2348

(1) The person buys a financial asset through a securities	2349
intermediary in a transaction in which the person is obligated to	2350
pay the purchase price to the securities intermediary at the time	2351
of the purchase; and	2352

(2) The securities intermediary credits the financial asset	2353
to the buyer's securities account before the buyer pays the	2354
securities intermediary.	2355

(B) The security interest described in division (A) of this	2356
section secures the person's obligation to pay for the financial	2357
asset.	2358

(C) A security interest in favor of a person that delivers a	2359
certificated security or other financial asset represented by a	2360
writing attaches to the security or other financial asset if:	2361

(1) The security or other financial asset:

2362

(a) In the ordinary course of business is transferred by	2363
delivery with any necessary indorsement or assignment; and	2364

(b) Is delivered under an agreement between persons in the	2365
business of dealing with such securities or financial assets; and	2366

(2) The agreement calls for delivery against payment.

2367

(D) The security interest described in division (C) of this	2368
section secures the obligation to make payment for the delivery.	2369

Sec. 1309.18.        Sec. 1309.207.  (A) AExcept as otherwise provided	2370
in division (D) of this section, a secured party mustshall use	2371
reasonable care in the custody and preservation of collateral in	2372
histhe secured party's possession. In the case of an instrument	2373
or chattel paper, reasonable care includes taking necessary steps	2374
to preserve rights against prior parties unless otherwise agreed.	2375

(B) UnlessExcept as otherwise agreedprovided in division	2376
(D) of this section, when collateral is in theif a secured	2377
party'sparty has possession of collateral:	2378

(1) reasonableReasonable expenses, including the cost of any	2379
insurance and payment of taxes or other charges, incurred in the	2380
custody, preservation, use, or operation of the collateral are	2381
chargeable to the debtor and are secured by the collateral;	2382

(2) theThe risk of accidental loss or damage is on the	2383
debtor to the extent of anya deficiency in any effective	2384
insurance coverage;	2385

(3) the secured party may hold as additional security any	2386
increase or profits, except money, received from the collateral,	2387
but money so received, unless remitted to the debtor, shall be	2388
applied in reduction of the secured obligation;	2389

(4) theThe secured party mustshall keep the collateral	2390
identifiable but fungible collateral may be commingled;	2391

(5) the secured party may repledge the collateral upon terms	2392
which do not impair the debtor's right to redeem it.	2393

(C) A secured party is liable for any loss caused by his	2394
failure to meet any obligation imposed by divisions (B) (1) to (B)	2395
(5), inclusive, of this section, but does not lose his security	2396
interest.	2397

(D) Aand

2398

(4)The secured party may use or operate the collateral for:

2399

(a) For the purpose of preserving the collateral or its	2400
value or pursuant to the;	2401

(b) As permitted by an order of a court of appropriate	2402
having competent jurisdiction; or, except	2403

(c) Except in the case of consumer goods, in the manner and	2404
to the extent provided in the security agreementagreed by the	2405
debtor.	2406

(C)Except as otherwise provided in division (D) of this	2407
section, a secured party having possession of collateral or	2408
control of collateral under section 1309.104, 1309.105, 1309.106,	2409
or 1309.107 of the Revised Code:	2410

(1) May hold as additional security any proceeds, except	2411
money or funds, received from the collateral;	2412

(2) Shall apply money or funds received from the collateral	2413
to reduce the secured obligation, unless remitted to the debtor;	2414
and	2415

(3) May create a security interest in the collateral.

2416

(D) If the secured party is a buyer of accounts, chattel	2417
paper, payment intangibles, or promissory notes or a consignor:	2418

(1) Division (A) of this section does not apply unless the	2419
secured party is entitled under an agreement:	2420

(a) To charge back uncollected collateral; or

2421

(b) Otherwise to full or limited recourse against the debtor	2422
or a secondary obligor based on the nonpayment or other default of	2423
an account debtor or other obligor on the collateral; and	2424

(2) Divisions (B) and (C) of this section do not apply.

2425

Sec. 1309.208.  (A) This section applies to cases in which	2426
there is no outstanding secured obligation and the secured party	2427
is not committed to makeadvances, incur obligations, or otherwise	2428
give value.	2429

(B) Within ten days after receiving an authenticated demand	2430
by the debtor:	2431

(1) A secured party having control of a deposit account	2432
under division (A)(2) of section 1309.104 of the Revised Code	2433
shall send to the bank with which the deposit account is	2434
maintained an authenticated statement that releases the bank from	2435
any further obligation to comply with instructions originated by	2436
the secured party.	2437

(2) A secured party having control of a deposit account	2438
under division (A)(3) of section 1309.104 of the Revised Code	2439
shall:	2440

(a) Pay the debtor the balance on deposit in the deposit	2441
account; or	2442

(b) Transfer the balance on deposit into a deposit account	2443
in the debtor's name.	2444

(3) A secured party, other than a buyer, having control of	2445
electronic chattel paper under section 1309.105 of the Revised	2446
Code shall:	2447

(a) Communicate the authoritative copy of the electronic	2448
chattel paper to the debtor or its designated custodian;	2449

(b) If the debtor designates a custodian that is the	2450
designated custodian with which the authoritative copy of the	2451
electronic chattel paper is maintained for the secured party,	2452
communicate to the custodian an authenticated record releasing the	2453
designated custodian from any further obligation to comply with	2454
instructions originated by the secured party and instructing the	2455
custodian to comply with instructions originated by the debtor;	2456
and	2457

(c) Take appropriate action to enable the debtor or its	2458
designated custodian to make copies of or revisions to the	2459
authoritative copy that add or change an identified assignee of	2460
the authoritative copy without the consent of the secured party.	2461

(4) A secured party having control of investment property	2462
under division (D)(2) of section 1308.24 or division (B) of	2463
section 1309.106 of the Revised Code shall send to the securities	2464
intermediary or commodity intermediary with which the security	2465
entitlement or commodity contract is maintained an authenticated	2466
record that releases the securities intermediary or commodity	2467
intermediary from any further obligation to comply with	2468
entitlement orders or directions originated by the secured party;	2469
and	2470

(5) A secured party having control of a letter-of-credit	2471
right under section 1309.107 of the Revised Code shall send to	2472
each person having an unfulfilled obligation to pay or deliver	2473
proceeds of the letter of credit to the secured party an	2474
authenticated release from any further obligation to pay or	2475
deliver proceeds of the letter of credit to the secured party.	2476

Sec. 1309.209.  (A) Except as otherwise provided in division	2477
(C) of this section, this section applies if:	2478

(1) There is no outstanding secured obligation; and

2479

(2) The secured party is not committed to make advances,	2480
incur obligations, or otherwise give value.	2481

(B) Within ten days after receiving an authenticated demand	2482
by the debtor, a secured party shall send to an account debtor	2483
that has received notification of an assignment to the secured	2484
party as assignee under division (A) of section 1309.406 of the	2485
Revised Code an authenticated record that releases the account	2486
debtor from any further obligation to the secured party.	2487

(C) This section does not apply to an assignment	2488
constituting the sale of an account, chattel paper, or payment	2489
intangible.	2490

Sec. 1309.210.  (A) As used in this section:

2491

(1) "Request" means a record of a type described in division	2492
(A)(2), (3), or (4) of this section.	2493

(2) "Request for an accounting" means a record authenticated	2494
by a debtor requesting that the recipient provide an accounting of	2495
the unpaid obligations secured by collateral andreasonably	2496
identifying the transaction or relationship that is the subject of	2497
the request.	2498

(3) "Request regarding a list of collateral" means a record	2499
authenticated by a debtor requesting that the recipient approveor	2500
correct a list of what the debtor believes to be the collateral	2501
securing an obligation and reasonably identifying the transaction	2502
or relationship that is the subject of the request.	2503

(4) "Request regarding a statement of account" means a record	2504
authenticated by a debtor requesting that the recipient approve or	2505
correct a statement indicating what the debtor believes to be the	2506
aggregate amount of unpaid obligations secured by collateral as of	2507
a specified date and reasonably identifying the transaction or	2508
relationship that is the subject of therequest.	2509

(B) Subject to divisions (C), (D), (E), and (F) of this	2510
section, a secured party, other than a buyer of accounts, chattel	2511
paper, payment intangibles, or promissory notes or a consignor,	2512
shall comply with a request within fourteen days after receipt:	2513

(1) In the case of a request for an accounting, by	2514
authenticating and sending to the debtor an accounting; and	2515

(2) In the case of a request regarding a list of collateral	2516
or a request regarding a statement of account, by authenticating	2517
and sending to the debtor an approval or correction.	2518

(C) A secured party that claims a security interest in all	2519
of a particular type of collateral owned by the debtor may comply	2520
with a request regarding a list of collateral by sending to the	2521
debtor an authenticated record including a statement to that	2522
effect within fourteen days after receipt.	2523

(D) A person that receives a request regarding a list of	2524
collateral, claims no interest in the collateral when it receives	2525
the request, and claimed an interest in the collateral at an	2526
earlier time shall comply with the request within fourteen days	2527
after receipt by sending to the debtor an authenticated record:	2528

(1) Disclaiming any interest in the collateral; and

2529

(2) If known to the recipient, providing the name and	2530
mailing address of any assignee of or successor to the recipient's	2531
interest in the collateral.	2532

(E) A person that receives a request for an accounting or a	2533
request regarding a statement of account, claims no interest in	2534
the obligations when it receives the request, and claimed an	2535
interest in the obligations at an earlier time shall comply with	2536
the request within fourteen days after receipt by sending to the	2537
debtor an authenticated record:	2538

(1) Disclaiming any interest in the obligations; and

2539

(2) If known to the recipient, providing the name and	2540
mailing address of any assignee of or successor to the recipient's	2541
interest in the obligations.	2542

(F) A debtor is entitled without charge to one response to a	2543
request under this section during any six-month period. The	2544
secured party may require payment of a charge not exceeding	2545
twenty-five dollars for each additional response.	2546

Sec. 1309.301.  Except as otherwise provided in sections	2547
1309.303 to 1309.306 of the Revised Code, the following rules	2548
determine the law governing perfection, the effect of perfection	2549
or nonperfection, and the priority of a security interest in	2550
collateral:	2551

(A) Except as otherwise provided in this section, while a	2552
debtor is located in a jurisdiction, the local law of that	2553
jurisdiction governs perfection, the effect of perfection or	2554
nonperfection, and the priority of a security interest in	2555
collateral.	2556

(B) While collateral is located in a jurisdiction, the local	2557
law of that jurisdiction governs perfection, the effect of	2558
perfection or nonperfection, and the priority of a possessory	2559
security interest in that collateral.	2560

(C) Except as otherwise provided in division (D) of this	2561
section, while negotiable documents, goods, instruments, money, or	2562
tangible chattel paper is located in a jurisdiction, the local law	2563
of that jurisdiction governs:	2564

(1) Perfection of a security interest in the goods by filing	2565
a fixture filing;	2566

(2) Perfection of a security interest in timber to be cut;	2567
and	2568

(3) The effect of perfection or nonperfection and the	2569
priority of a nonpossessory security interest in the collateral.	2570

(D) The local law of the jurisdiction in which the wellhead	2571
or minehead is located governs perfection, the effect of	2572
perfection or nonperfection, and the priority of a security	2573
interest in as-extracted collateral.	2574

Sec. 1309.302.  While farm products are located in a	2575
jurisdiction, the local law of that jurisdiction governs	2576
perfection, the effect of perfection or nonperfection, and the	2577
priority of an agricultural lien on the farm products.	2578

Sec. 1309.303.  (A) This section applies to goods covered	2579
by a certificate of title, even if there is no other relationship	2580
between the jurisdiction under whose certificate of title the	2581
goods are covered and the goods or the debtor.	2582

(B) Goods become covered by a certificate of title when a	2583
valid application for the certificate of title and the applicable	2584
fee are delivered to the appropriate authority. Goods cease to be	2585
covered by a certificate of title at the earlier of the time the	2586
certificate of title ceases to be effective under the law of the	2587
issuing jurisdiction or the time the goods become covered	2588
subsequently by a certificate of title issued by another	2589
jurisdiction.	2590

(C) The local law of the jurisdiction under whose	2591
certificate of title the goods are covered governs perfection, the	2592
effect of perfection or nonperfection, and the priority of a	2593
security interest in goods covered by a certificate of title from	2594
the time the goods become covered by the certificate of title	2595
until the goods cease to be covered by the certificate of title.	2596

Sec. 1309.304.  (A) The local law of a bank's jurisdiction	2597
governs perfection, the effect of perfection or nonperfection, and	2598
the priority of a security interest in a deposit account	2599
maintained with that bank.	2600

(B) The following rules determine a bank's jurisdiction for	2601
purposes of this section:	2602

(1) If an agreement between the bank and the debtor	2603
governing the deposit account expressly provides that a particular	2604
jurisdiction is the bank's jurisdiction for purposes of this	2605
chapter or Chapters 1301. to 1305. and 1307. to 1310. of the	2606
Revised Code, that jurisdiction is the bank's jurisdiction.	2607

(2) If division (B)(1) of this section does not apply and an	2608
agreement between the bank and its customer governing the deposit	2609
account expressly provides that the agreement is governed by the	2610
law of a particular jurisdiction, that jurisdiction is the bank's	2611
jurisdiction.	2612

(3) If neither division (B)(1) nor (2) of this section	2613
applies and an agreement between the bank and its customer	2614
governing the deposit account expressly provides that the deposit	2615
account is maintained at an office in a particular jurisdiction,	2616
that jurisdiction is the bank's jurisdiction.	2617

(4) If neither division (B)(1), (2), nor (3) of this section	2618
applies, the bank's jurisdiction is the jurisdiction in which the	2619
office identified in an account statement as the office serving	2620
the customer's account is located.	2621

(5) If neither division (B)(1), (2), (3), nor (4) of this	2622
section applies, the bank's jurisdiction is the jurisdiction in	2623
which the chief executive office of the bank is located.	2624

Sec. 1309.305.  (A) Except as otherwise provided in division	2625
(C) of this section, the following rules apply:	2626

(1) While a security certificate is located in a	2627
jurisdiction, the local law of that jurisdiction governs	2628
perfection, the effect of perfection or nonperfection, and the	2629
priority of a security interest in the certificated security	2630
represented thereby.	2631

(2) The local law of the issuer's jurisdiction as specified	2632
in division (D) of section 1308.05 of the Revised Code governs	2633
perfection, the effect of perfection or nonperfection, and the	2634
priority of a security interest in an uncertificated security.	2635

(3) The local law of the securities intermediary's	2636
jurisdiction as specified in division (E) of section 1308.05 of	2637
the Revised Code governs perfection, the effect of perfection or	2638
nonperfection, and the priority of a security interest in a	2639
security entitlement or securities account.	2640

(4) The local law of the commodity intermediary's	2641
jurisdiction governs perfection, the effect of perfection or	2642
nonperfection, and the priority of a security interest in a	2643
commodity contract or commodity account.	2644

(B) The following rules determine a commodity intermediary's	2645
jurisdiction for purposes of sections 1309.301 to 1309.342 of the	2646
Revised Code:	2647

(1) If an agreement between the commodity intermediary and	2648
commodity customer governing the commodity account expressly	2649
provides that a particular jurisdiction is the commodity	2650
intermediary's jurisdiction for purposes of sections 1309.301 to	2651
1309.342 of the Revised Code, this chapter, or Chapters 1301.,	2652
1302., 1303., 1304., 1305., 1307., 1308., 1309., and 1310. of the	2653
Revised Code, that jurisdiction is the commodity intermediary's	2654
jurisdiction.	2655

(2) If division (B)(1) of this section does not apply and an	2656
agreement between the commodity intermediary and commodity	2657
customer governing the commodity account expressly provides that	2658
the agreement is governed by the law of a particular jurisdiction,	2659
that jurisdiction is the commodity intermediary's jurisdiction.	2660

(3) If neither division (B)(1) nor (2) of this section	2661
applies and an agreement between the commodity intermediary and	2662
commodity customer governing the commodity account expressly	2663
provides that the commodity account is maintained at an office in	2664
a particular jurisdiction, that jurisdiction is the commodity	2665
intermediary's jurisdiction.	2666

(4) If neither division (B)(1), (2), nor (3) of this section	2667
applies, the commodity intermediary's jurisdiction is the	2668
jurisdiction in which the office identified in an account	2669
statement as the office serving the commodity customer's account	2670
is located.	2671

(5) If neither division (B)(1), (2), (3), nor (4) of this	2672
section applies, the commodity intermediary's jurisdiction is the	2673
jurisdiction in which the chief executive office of the commodity	2674
intermediary is located.	2675

(C) The local law of the jurisdiction in which the debtor is	2676
located governs:	2677

(1) Perfection of a security interest in investment property	2678
by filing;	2679

(2) Automatic perfection of a security interest in	2680
investment property created by a broker or securities	2681
intermediary; and	2682

(3) Automatic perfection of a security interest in a	2683
commodity contract or commodity account created by a commodity	2684
intermediary.	2685

Sec. 1309.306.  (A) Subject to division (C) of this section,	2686
the local law of the issuer's jurisdiction or a nominated person's	2687
jurisdiction governs perfection, the effect of perfection or	2688
nonperfection, and the priority of a security interest in a	2689
letter-of-credit right if the issuer's jurisdiction or nominated	2690
person's jurisdiction is a state.	2691

(B) For purposes of sections 1309.301 to 1309.342 of the	2692
Revised Code, an issuer's jurisdiction or nominated person's	2693
jurisdiction is the jurisdiction whose law governs the liability	2694
of the issuer or nominated person with respect to the	2695
letter-of-credit right as provided in section 1305.15 of the	2696
Revised Code.	2697

(C) This section does not apply to a security interest that	2698
is perfected only under division (D) of section 1309.308 of the	2699
Revised Code.	2700

Sec. 1309.307.  (A) As used in this section, "place of	2701
business" means a place where a debtor conducts the debtor's	2702
affairs.	2703

(B) Except as otherwise provided in this section, the	2704
following rules determine a debtor's location:	2705

(1) A debtor who is an individual is located at the	2706
individual's principal residence.	2707

(2) A debtor that is an organization and has only one place	2708
of business is located at its place of business.	2709

(3) A debtor that is an organization and has more than one	2710
place of business is located at its chief executive office.	2711

(C) Division (B) of this section applies only if a debtor's	2712
residence, place of business, or chief executive office, as	2713
applicable, is located in a jurisdiction whose law generally	2714
requires information concerning the existence of a nonpossessory	2715
security interest to be made generally available in a filing,	2716
recording, or registration system as a condition or result of the	2717
security interest's obtaining priority over the rights of a lien	2718
creditor with respect to the collateral. If division (B) of this	2719
section does not apply, the debtor is located in the District of	2720
Columbia.	2721

(D) A person that ceases to exist, have a residence, or have	2722
a place of business continues to be located in the jurisdiction	2723
specified by divisions (B) and (C) of this section.	2724

(E) A registered organization that is organized under the	2725
law of a state is located in that state.	2726

(F) Except as otherwise provided in division (I) of this	2727
section, a registered organization that is organized under the law	2728
of the United States and a branch or agency of a bank that is not	2729
organized under the law of the United States or a state are	2730
located:	2731

(1) In the state that the law of the United States	2732
designates, if the law designates a state of location;	2733

(2) In the state that the registered organization, branch,	2734
or agency designates, if the law of the United States authorizes	2735
the registered organization, branch, or agency to designate its	2736
state of location; or	2737

(3) In the District of Columbia, if neither division (F)(1)	2738
nor (2) of this section applies.	2739

(G) A registered organization continues to be located in the	2740
jurisdiction specified by division (E) or (F) of this section	2741
notwithstanding:	2742

(1) The suspension, revocation, forfeiture, or lapse of the	2743
registered organization's status in its jurisdiction of	2744
organization; or	2745

(2) The dissolution, winding up, or cancellation of the	2746
existence of the registered organization.	2747

(H) The United States is located in the District of	2748
Columbia.	2749

(I) A branch or agency of a bank that is not organized under	2750
the law of the United States or a state is located in the state in	2751
which the branch or agency is licensed, if all branches and	2752
agencies of the bank are licensed in only one state.	2753

(J) A foreign air carrier under the "Federal Aviation Act of	2754
1958," 49 U.S.C. 40102, as amended, is located at the designated	2755
office of the agent upon which service of process may be made on	2756
behalf of the carrier.	2757

(K) This section applies only for the purposes of sections	2758
1309.301 to 1309.342 of the Revised Code.	2759

Sec. 1309.308.  (A) Except as otherwise provided in this	2760
section and section 1309.309 of the Revised Code, a security	2761
interest is perfected if it has attached and all of the applicable	2762
requirements for perfection in sections 1309.310 to 1309.316 of	2763
the Revised Code have been satisfied. A security interest is	2764
perfected when it attaches if the applicable requirements are	2765
satisfied before the security interest attaches.	2766

(B) An agricultural lien is perfected if it has become	2767
effective and all of the applicable requirements for perfection in	2768
section 1309.310 of the Revised Code have been satisfied. An	2769
agricultural lien is perfected when it becomes effective if the	2770
applicable requirements are satisfied before the agricultural lien	2771
becomes effective.	2772

(C) A security interest or agricultural lien is perfected	2773
continuously if it is originally perfected by one method under	2774
this chapter and is later perfected by another method under this	2775
chapter, without an intermediate period when it was unperfected.	2776

(D) Perfection of a security interest in collateral also	2777
perfects a security interest in a supporting obligation for the	2778
collateral.	2779

(E) Perfection of a security interest in a right to payment	2780
or performance also perfects a security interest in a security	2781
interest, mortgage, or other lien on personal or real property	2782
securing the right.	2783

(F) Perfection of a security interest in a securities	2784
account also perfects a security interest in the security	2785
entitlements carried in the securities account.	2786

(G) Perfection of a security interest in a commodity account	2787
also perfects a security interest in the commodity contracts	2788
carried in the commodity account.	2789

Sec. 1309.309.  The following security interests are	2790
perfected when they attach:	2791

(A) A purchase money security interest in consumer goods,	2792
except as otherwise provided in division (B) of section 1309.311	2793
of the Revised Code with respect to consumer goods that are	2794
subject to a statute or treaty described in division (A) of	2795
section 1309.311 of the Revised Code;	2796

(B) An assignment of accounts or payment intangibles that	2797
does not by itself or in conjunction with other assignments to the	2798
same assignee transfer a significant part of the assignor's	2799
outstanding accounts or payment intangibles;	2800

(C) A sale of a payment intangible;

2801

(D) A sale of a promissory note;

2802

(E) A security interest created by the assignment of a	2803
health-care-insurance receivable to the provider of the	2804
health-care goods or services;	2805

(F) A security interest arising under section 1302.42,	2806
1302.49, division (C) of section 1302.85, or division (E) of	2807
section 1310.54 of the Revised Code, until the debtor obtains	2808
possession of the collateral;	2809

(G) A security interest of a collecting bank arising under	2810
section 1304.20 of the Revised Code;	2811

(H) A security interest of an issuer or nominated person	2812
arising under section 1305.18 of the Revised Code;	2813

(I) A security interest arising in the delivery of a	2814
financial asset under division (C) of section 1309.206 of the	2815
Revised Code;	2816

(J) A security interest in investment property created by a	2817
broker or securities intermediary;	2818

(K) A security interest in a commodity contract or a	2819
commodity account created by a commodity intermediary;	2820

(L) An assignment for the benefit of all creditors of the	2821
transferor and subsequent transfers by the assignee thereunder;	2822
and	2823

(M) A security interest created by an assignment of a	2824
beneficial interest in a decedent's estate.	2825

Sec. 1309.310.  (A) Except as otherwise provided in division	2826
(B) of this section and division (B) of section 1309.312 of the	2827
Revised Code, a financing statement must be filed to perfect all	2828
security interests and agricultural liens.	2829

(B) The filing of a financing statement is not necessary to	2830
perfect a security interest:	2831

(1) That is perfected under division (D), (E), (F), or (G)	2832
of section 1309.308 of the Revised Code;	2833

(2) That is perfected under section 1309.309 of the Revised	2834
Code when it attaches;	2835

(3) In property subject to a statute, regulation, or treaty	2836
described in division (A) of section 1309.311 of the Revised Code;	2837

(4) In goods in possession of a bailee which is perfected	2838
under division (D)(1) or (2) of section 1309.312 of the Revised	2839
Code;	2840

(5) In certificated securities, documents, goods, or	2841
instruments which is perfected without filing or possession under	2842
division (E), (F), or (G) of section 1309.312 of the Revised Code;	2843

(6) In collateral in the secured party's possession under	2844
section 1309.313 of the Revised Code;	2845

(7) In a certificated security perfected by delivery of the	2846
security certificate to the secured party under section 1309.313	2847
of the Revised Code;	2848

(8) In deposit accounts, electronic chattel paper,	2849
investment property, or letter-of-credit rights perfected by	2850
control under section 1309.314 of the Revised Code;	2851

(9) In proceeds which is perfected under section 1309.315 of	2852
the Revised Code; or	2853

(10) That is perfected under section 1309.316 of the Revised	2854
Code.	2855

(C) If a secured party assigns a perfected security interest	2856
or agricultural lien, a filing under this chapter is not required	2857
to continue the perfected status of the security interest against	2858
creditors of and transferees from the original debtor.	2859

Sec. 1309.311.  (A) Except as otherwise provided in division	2860
(D) of this section, the filing of a financing statement is not	2861
necessary or effective to perfect a security interest in property	2862
subject to:	2863

(1) A statute, regulation, or treaty of the United States	2864
whose requirements for a security interest's obtaining priority	2865
over the rights of a lien creditor with respect to the property	2866
preempt division (A) of section 1309.310 of the Revised Code;	2867

(2) Chapters 1547., 1548., 4505., 4519., and 5309. of the	2868
Revised Code;	2869

(3) A certificate of title statute of another jurisdiction	2870
that provides for a security interest to be indicated on the	2871
certificate as a condition or result of the security interest's	2872
obtaining priority over the rights of a lien creditor with respect	2873
to the property.	2874

(B) Compliance with the requirements of a statute,	2875
regulation, or treaty described in division (A) of this section	2876
for obtaining priority over the rights of a lien creditor is	2877
equivalent to the filing of a financing statement under this	2878
chapter. Except as otherwise provided in division (D) of this	2879
section, section 1309.313, and divisions (D) and (E) of section	2880
1309.316 of the Revised Code for goods covered by a certificate of	2881
title, a security interest in property subject to a statute,	2882
regulation, or treaty described in division (A) of this section	2883
may be perfected only by compliance with those requirements, and a	2884
security interest so perfected remains perfected notwithstanding a	2885
change in the use or transfer of possession of the collateral.	2886

(C) Except as otherwise provided in division (D) of this	2887
section and divisions (D) and (E) of section 1309.316 of the	2888
Revised Code, duration and renewal of perfection of a security	2889
interest perfected by compliance with the requirements prescribed	2890
by a statute, regulation, or treaty described in division (A) of	2891
this section are governed by the statute, regulation, or treaty.	2892
In other respects, the security interest is subject to this	2893
chapter.	2894

(D) During any period in which collateral subject to a	2895
statute specified in division (A)(2) of this section is inventory	2896
held for sale or lease by a person or leased by that person as	2897
lessor and that person is in the business of selling goods of that	2898
kind, this section does not apply to a security interest in that	2899
collateral created by that person.	2900

Sec. 1309.23.        Sec. 1309.312.  (A) A security interest in chattel	2901
paper or, negotiable documents,instruments, or investment	2902
property may be perfected by filing. A	2903

(B)Except as otherwise provided in divisions (C) and (D) of	2904
section 1309.315 of the Revised Code for proceeds:	2905

(1) A security interest in a deposit account may be	2906
perfected only by control under section 1309.314 of the Revised	2907
Code;	2908

(2) And except as otherwise provided in division (D) of	2909
section 1309.308 of the Revised Code, a security interest in the	2910
right to proceeds of a letter-of-credit canright may be perfected	2911
only by the secured party's taking possession of the letter of	2912
credit. Acontrol under section 1309.314 of the Revised Code; and	2913

(3) A security interest in money or instruments, other than	2914
instruments which constitute part of chattel paper, canmay be	2915
perfected only by the secured party's taking possession, except as	2916
provided in divisions (D) and (E) of this section and divisions	2917
(B) and (C) ofunder section 1309.251309.313 of the Revised Code	2918
on proceeds.	2919

(B) During the period that(C)While goods are in the	2920
possession of the issuer ofa bailee that has issued a negotiable	2921
document therefor, acovering the goods:	2922

(1) A security interest in the goods ismay be perfected by	2923
perfecting a security interest in the document, and any; and	2924

(2) A security interest in the goods otherwise perfected	2925
during such period is subject theretoin the document has priority	2926
over any security interest that becomes perfected in the goods by	2927
another method during that time.	2928

(C) A security interest in(D)While goods are in the	2929
possession of a bailee other than one who has issued a negotiable	2930
that has issued a non-negotiable document therefor iscovering the	2931
goods, a security interest in the goods may be perfected by	2932
issuance:	2933

(1) Issuance of a document in the name of the secured party	2934
or by the;	2935

(2) The bailee's receipt of notification of the secured	2936
party's interest or by filing; or	2937

(3) Filing as to the goods.

2938

(D)(E) A security interest in instruments, certificated	2939
securities, or negotiable documents, or instruments is perfected	2940
without filing or the taking of possession for a period of	2941
twenty-onetwenty days from the time it attaches to the extent	2942
that it arises for new value given under a writtenan	2943
authenticated security agreement.	2944

(E)(F) A perfected security interest in a negotiable	2945
document or goods in possession of a bailee, other than one that	2946
has issued a negotiable document for the goods, remains perfected	2947
for a period of twenty-onetwenty days without filing where aif	2948
the secured party having a perfected security interest in an	2949
instrument, a certificated security, a negotiable document, or	2950
goods in possession of a bailee other than one who has issued a	2951
negotiable document therefor:	2952

(1) Makesmakes available to the debtor the goods or	2953
documents representing the goods for the purpose of ultimate:	2954

(1) Ultimate sale or exchange or for the purpose of loading;	2955
or	2956

(2) Loading, unloading, storing, shipping, trans-shipping,	2957
manufacturing, processing, or otherwise dealing with them in a	2958
manner preliminary to their sale or exchange, but priority between	2959
conflicting security interests in the goods is subject to division	2960
(C) of section 1309.31 of the Revised Code; or	2961

(2) Delivers.

2962

(G) A perfected security interest in an instrument or	2963
certificated security remains perfected for twenty days without	2964
filing if the secured party delivers the instrument or	2965
certificated security certificate or instrument to the debtor for	2966
the purpose of ultimate:	2967

(1) Ultimate sale or exchange or of presentation; or

2968

(2) Presentation, collection, enforcement, renewal, or	2969
registration of transfer.	2970

(F)(H) After the twenty-onetwenty-day period set forth	2971
specified in divisions (D) and (E), (F), or (G) of this section	2972
expires, perfection depends upon compliance with applicable	2973
provisions of sections 1309.01 to 1309.50 of the Revised Codethis	2974
chapter.	2975

Sec. 1309.313.  (A) Except as otherwise provided in division	2976
(B) of this section, a secured party may perfect a security	2977
interest in negotiable documents, goods, instruments, money, or	2978
tangible chattel paper by taking possession of the collateral. A	2979
secured party may perfect a security interest in certificated	2980
securities by taking delivery of the certificated securities under	2981
section 1308.27 of the Revised Code.	2982

(B) With respect to goods covered by a certificate of title	2983
issued by this state, a secured party may perfect a security	2984
interest in the goods by taking possession of the goods only in	2985
the circumstances described in division (D) of section 1309.316 of	2986
the Revised Code.	2987

(C) With respect to collateral other than certificated	2988
securities and goods covered by a document, a secured party takes	2989
possession of collateral in the possession of a person other than	2990
the debtor, the secured party, or a lessee of the collateral from	2991
the debtor in the ordinary course of the debtor's business, when:	2992

(1) The person in possession authenticates a record	2993
acknowledging that the person holds possession of the collateral	2994
for the secured party's benefit; or	2995

(2) The person takes possession of the collateral after	2996
having authenticated a record acknowledging that the person will	2997
hold possession of collateral for the secured party's benefit.	2998

(D) If perfection of a security interest depends upon	2999
possession of the collateral by a secured party, perfection occurs	3000
no earlier than the time the secured party takes possession and	3001
continues only while the secured party retains possession.	3002

(E) A security interest in a certificated security in	3003
registered form is perfected by delivery when delivery of the	3004
certificated security occurs under section 1308.27 of the Revised	3005
Code and remains perfected by delivery until the debtor obtains	3006
possession of the security certificate.	3007

(F) A person in possession of collateral is not required to	3008
acknowledge that the person holds possession for a secured party's	3009
benefit.	3010

(G) If a person acknowledges that the person holds possession	3011
for the secured party's benefit:	3012

(1) The acknowledgment is effective under division (C) of	3013
this section or division (A) of section 1308.27 of the Revised	3014
Code, even if the acknowledgment violates the rights of a debtor;	3015
and	3016

(2) Unless the person otherwise agrees or law other than	3017
this chapter otherwise provides, the person does not owe any duty	3018
to the secured party and is not required to confirm the	3019
acknowledgment to another person.	3020

(H) A secured party having possession of collateral does not	3021
relinquish possession by delivering the collateral to a person	3022
other than the debtor or a lessee of the collateral from the	3023
debtor in the ordinary course of the debtor's business if the	3024
person was instructed before the delivery or is instructed	3025
contemporaneously with the delivery:	3026

(1) To hold possession of the collateral for the secured	3027
party's benefit; or	3028

(2) To redeliver the collateral to the secured party.

3029

(I) A secured party does not relinquish possession, even if	3030
a delivery under division (H) of this section violates the rights	3031
of a debtor. A person to whom collateral is delivered under	3032
division (H) of this section does not owe any duty to the secured	3033
party and is not required to confirm the delivery to another	3034
person unless the person otherwise agrees or law other than this	3035
chapter otherwise provides.	3036

Sec. 1309.314.  (A) A security interest in investment	3037
property, deposit accounts, letter-of-credit rights, or electronic	3038
chattel paper may be perfected by control of the collateral under	3039
section 1309.104, 1309.105, 1309.106, or 1309.107 of the Revised	3040
Code.	3041

(B) A security interest in deposit accounts, electronic	3042
chattel paper, or letter-of-credit rights is perfected by control	3043
under section 1309.104, 1309.105, or 1309.107 of the Revised Code	3044
when the secured party obtains control and remains perfected by	3045
control only while the secured party retains control.	3046

(C) A security interest in investment property is perfected	3047
by control under Section 1309.106 of the Revised Code from the	3048
time the secured party obtains control and remains perfected by	3049
control until:	3050

(1) The secured party does not have control; and

3051

(2) One of the following occurs:

3052

(a) If the collateral is a certificated security, the debtor	3053
has or acquires possession of the security certificate;	3054

(b) If the collateral is an uncertificated security, the	3055
issuer has registered or registers the debtor as the registered	3056
owner; or	3057

(c) If the collateral is a security entitlement, the debtor	3058
is or becomes the entitlement holder.	3059

Sec. 1309.25.        Sec. 1309.315.  (A) "Proceeds" includes whatever is	3060
received upon the sale, exchange, collection, or other disposition	3061
of collateral or proceeds. Insurance payable by reason of loss or	3062
damage to the collateral is proceeds, except to the extent that it	3063
is payable to a person other than a party to the security	3064
agreement. Any payments or distributions made with respect to	3065
investment property collateral are proceeds. Money, checks,	3066
deposit accounts, and the like are "cash proceeds." All other	3067
proceeds are "non-cash proceeds."	3068

(B) Except where sections 1309.01 to 1309.50 of the Revised	3069
Codeas otherwise provide, aprovided in this chapter and in	3070
division (B) of section 1302.44 of the Revised Code:	3071

(1) A security interest or agricultural lien continues in	3072
collateral notwithstanding sale, lease, license, exchange, or	3073
other disposition thereof unless the disposition was authorized by	3074
the secured party in the security agreement or otherwise, and also	3075
continues inauthorized the disposition free of the security	3076
interest or agricultural lien; and	3077

(2) A security interest attaches to any identifiable proceeds	3078
including collections received by the debtorof collateral.	3079

(B) Proceeds that are commingled with other property are	3080
identifiable proceeds:	3081

(1) If the proceeds are goods, to the extent provided by	3082
section 1309.336 of the Revised Code; and	3083

(2) If the proceeds are not goods, to the extent that the	3084
secured party identifies the proceeds by a method of tracing,	3085
including application of equitable principles, that is permitted	3086
under law other than this chapter with respect to commingled	3087
property of the type involved.	3088

(C) TheA security interest in proceeds is a continuously	3089
perfected security interest if the security interest in the	3090
original collateral was perfected but it ceases to be a.	3091

(D) A perfected security interest andin proceeds becomes	3092
unperfected ten days after receipt of the proceeds by the debtor	3093
on the twenty-first day after the security interest attaches to	3094
the proceeds unless:	3095

(1) The following conditions are satisfied:

3096

(a) A filed financing statement covers the original	3097
collateral and the;	3098

(b) The proceeds are collateral in which a security interest	3099
may be perfected by filing in the office or offices wherein which	3100
the financing statement has been filed and, if the; and	3101

(c) The proceeds are not acquired with cash proceeds, the	3102
description of the collateral in the financing statement indicates	3103
the types of property constituting the proceeds; or.	3104

(2) A filed financing statement covers the original	3105
collateral and theThe proceeds are identifiable cash proceeds; or	3106

(3) The original collateral was investment property and the	3107
proceeds are identifiable cash proceeds; or	3108

(4) The security interest in the proceeds is perfected	3109
before the expiration of the ten day period. Except as provided	3110
in this section, a security interest in proceeds can be perfected	3111
only by the methods or under the circumstances permitted in	3112
sections 1309.01 to 1309.50 of the Revised Code for original	3113
collateral of the same type.	3114

(D) In the event of insolvency proceedings instituted by or	3115
against a debtor, a secured party with a perfected security	3116
interest in proceeds has a perfected security interest only in the	3117
following proceeds:	3118

(1) In identifiable non-cash proceeds and in separate	3119
deposit accounts containing only proceeds;	3120

(2) In identifiable cash proceeds in the form of money which	3121
is neither commingled with other money nor deposited in a deposit	3122
account prior to the insolvency proceedings;	3123

(3) In identifiable cash proceeds in the form of checks and	3124
the like which are not deposited in a deposit account prior to the	3125
insolvency proceedings; and	3126

(4) In all cash and deposit accounts of the debtor in which	3127
proceeds have been commingled with other funds, but the perfected	3128
security interest under this division is:	3129

(a) Subject to any right of set-off; and

3130

(b) Limited to an amount not greater than the amount of any	3131
cash proceeds received by the debtor within ten days before the	3132
institution of the insolvency proceedings, less the sum of (i) the	3133
payments to the secured party on account of cash proceeds received	3134
by the debtor; and (ii) the cash proceeds received by the debtor	3135
during such period to which the secured party is entitled under	3136
divisions (D)(1) to (3) of this section.	3137

(E) If a sale of goods results in an account or chattel	3138
paper which is transferred by the seller to a secured party, and	3139
if the goods are returned to or are repossessed by the seller or	3140
the secured party, the following rules determine priorities:	3141

(1) If the goods were collateral at the time of sale for an	3142
indebtedness of the seller which is still unpaid, the original	3143
security interest attaches again to the goods and continues as a	3144
perfected security interest if it was perfected at the time when	3145
the goods were sold. If the security interest was originally	3146
perfected by a filing which is still effective, nothing further is	3147
required to continue the perfected status; in any other case, the	3148
secured party must take possession of the returned or repossessed	3149
goods or must file.	3150

(2) An unpaid transferee of the chattel paper has a security	3151
interest in the goods against the transferor. Such security	3152
interest is prior to a security interest asserted under division	3153
(E)(1) of this section to the extent that the transferee of the	3154
chattel paper was entitled to priority under section 1309.27 of	3155
the Revised Code.	3156

(3) An unpaid transferee of the account has a security	3157
interest in the goods against the transferor. Such security	3158
interest is subordinate to a security interest asserted under	3159
division (E)(1) of this section.	3160

(4) A security interest of an unpaid transferee asserted	3161
under division (E)(2) or (3) of this section must be perfected for	3162
protection against creditors of the transferor and purchasers of	3163
the returned or repossessed goodsother than under division (C) of	3164
this section when the security interest attaches or within twenty	3165
days thereafter.	3166

(E)If a filed financing statement covers the original	3167
collateral, a security interest in proceeds that remains perfected	3168
under division (D)(1) of this section becomes unperfected at the	3169
later of:	3170

(1) When the effectiveness of the filed financing statement	3171
lapses under section 1309.515 of the Revised Code or is terminated	3172
under section 1309.513 of the Revised Code; or	3173

(2) The twenty-first day after the security interest	3174
attaches to the proceeds.	3175

Sec. 1309.316.  (A) A security interest perfected pursuant	3176
to the law of the jurisdiction designated in division (A) of	3177
section 1309.301 or division (C) of section 1309.305 of the	3178
Revised Code remains perfected until the earliest of:	3179

(1) The time perfection would have ceased under the law of	3180
that jurisdiction;	3181

(2) The expiration of four months after a change of the	3182
debtor's location to another jurisdiction; or	3183

(3) The expiration of one year after a transfer of	3184
collateral to a person that thereby becomes a debtor and is	3185
located in another jurisdiction.	3186

(B) If a security interest described in division (A) of this	3187
section becomes perfected under the law of the other jurisdiction	3188
before the earliest time or event described in that division, it	3189
remains perfected thereafter. If the security interest does not	3190
become perfected under the law of the other jurisdiction before	3191
that earliest time or event, it becomes unperfected and is deemed	3192
never to have been perfected as against a purchaser of the	3193
collateral for value.	3194

(C) A possessory security interest in collateral, other than	3195
goods covered by a certificate of title and as-extracted	3196
collateral consisting of goods, remains continuously perfected if:	3197

(1) The collateral is located in one jurisdiction and	3198
subject to a security interest perfected under the law of that	3199
jurisdiction;	3200

(2) Thereafter, the collateral is brought into another	3201
jurisdiction; and	3202

(3) Upon entry into the other jurisdiction, the security	3203
interest is perfected under the law of the other jurisdiction.	3204

(D) Except as otherwise provided in division (E) of this	3205
section, a security interest in goods covered by a certificate of	3206
title that is perfected by any method under the law of another	3207
jurisdiction when the goods become covered by a certificate of	3208
title from this state remains perfected until the security	3209
interest would have become unperfected under the law of the other	3210
jurisdiction had the goods not become so covered.	3211

(E) A security interest described in division (D) of this	3212
section becomes unperfected as against a purchaser of the goods	3213
for value and is deemed never to have been perfected as against a	3214
purchaser of the goods for value if the applicable requirements	3215
for perfection under division (B) of section 1309.311 or section	3216
1309.313 of the Revised Code are not satisfied before the earlier	3217
of:	3218

(1) The time the security interest would have become	3219
unperfected under the law of the other jurisdiction had the goods	3220
not become covered by a certificate of title from this state; or	3221

(2) The expiration of four months after the goods had become	3222
so covered.	3223

(F) A security interest in deposit accounts,	3224
letter-of-credit rights, or investment property that is perfected	3225
under the law of the bank's jurisdiction, the issuer's	3226
jurisdiction, a nominated person's jurisdiction, the securities	3227
intermediary's jurisdiction, or the commodity intermediary's	3228
jurisdiction, as applicable, remains perfected until the earlier	3229
of:	3230

(1) The time the security interest would have become	3231
unperfected under the law of that jurisdiction; or	3232

(2) The expiration of four months after a change of the	3233
applicable jurisdiction to another jurisdiction.	3234

(G) If a security interest described in division (F) of this	3235
section becomes perfected under the law of the other jurisdiction	3236
before the earlier of the time or the end of the period described	3237
in that division, it remains perfected thereafter. If the	3238
security interest does not become perfected under the law of the	3239
other jurisdiction before the earlier of that time or the end of	3240
that period, it becomes unperfected and is deemed never to have	3241
been perfected as against a purchaser of the collateral for value.	3242

Sec. 1309.20.        Sec. 1309.317.  (A) Except as otherwise provided in	3243
division (B) of this section, an unperfected A security interest	3244
or agricultural lien is subordinate to the rights of:	3245

(1) PersonsA person entitled to priority under section	3246
1309.311309.322 of the Revised Code; and	3247

(2) AExcept as otherwise provided in division (E) of this	3248
section, a person who becomes a lien creditor before the earlier	3249
of the time:	3250

(a) The security interest or agricultural lien is perfected;	3251
or	3252

(b) One of the conditions specified in division (B)(3) of	3253
section 1309.203 of the Revised Code is met and a financing	3254
statement covering the collateral is filed.	3255

(3) In the case of goods, instruments, documents, and	3256
chattel paper, a person who is not a secured party and who is a	3257
transferee in bulk or other buyer not in ordinary course of	3258
business, or is a buyer of farm products in ordinary course of	3259
business, to the extent that the person gives value and receives	3260
delivery of the collateral without knowledge of the security	3261
interest and before it is perfected;	3262

(4) In the case of accounts, general intangibles, and	3263
investment property, a person who is not a secured party and who	3264
is a transferee to the extent that the person gives value without	3265
knowledge of the security interest and before it is perfected.	3266

(B) If the secured partyExcept as otherwise provided in	3267
division (E) of this section, a buyer, other than a secured party,	3268
of tangible chattel paper, documents, goods, instruments, or a	3269
security certificate takes free of a security interest or	3270
agricultural lien if the buyer gives value and receives delivery	3271
of the collateral without knowledge of the security interest or	3272
agricultural lien and before it is perfected.	3273

(C) Except as otherwise provided in division (E) of this	3274
section, a lessee of goods takes free of a security interest or	3275
agricultural lien if the lessee gives value and receives delivery	3276
of the collateral without knowledge of the security interest or	3277
agricultural lien and before it is perfected.	3278

(D) A licensee of a general intangible or a buyer, other	3279
than a secured party, of accounts, electronic chattel paper,	3280
general intangibles, or investment property other than a	3281
certificated security takes free of a security interest if the	3282
licensee or buyer gives value without knowledge of the security	3283
interest and before it is perfected.	3284

(E) Except as otherwise provided in sections 1309.320 and	3285
1309.321 of the Revised Code, if a person files a financing	3286
statement with respect to a purchase money security interest	3287
before or within twenty days after the debtor receives possession	3288
delivery of the collateral, the secured partysecurity interest	3289
takes priority over the rights of a transferee in bulk or of a	3290
buyer, lessee, or lien creditor whichthat arise between the time	3291
the security interest attaches and the time of filing.	3292

(C) A "lien creditor" means a creditor who has acquired a	3293
lien on the property involved by attachment, levy or the like and	3294
includes an assignee for benefit of creditors from the time of	3295
assignment, and a trustee in bankruptcy from the date of the	3296
filing of the petition or a receiver in equity from the time of	3297
appointment.	3298

(D) A person who becomes a lien creditor while a security	3299
interest is perfected takes subject to the security interest only	3300
to the extent that it secures advances made before the person	3301
becomes a lien creditor or within forty-five days thereafter or	3302
made without knowledge of the lien or pursuant to a commitment	3303
entered into without knowledge of the lien.	3304

Sec. 1309.318.  (A) A debtor that has sold an account,	3305
chattel paper, payment intangible, or promissory note does not	3306
retain a legal or equitable interest in the collateral sold.	3307

(B) For purposes of determining the rights of creditors of,	3308
and purchasers for value of an account or chattel paper from, a	3309
debtor that has sold an account or chattel paper while the buyer's	3310
security interest is unperfected, the debtor is deemed to have	3311
rights and title to the account or chattel paper identical to	3312
those the debtor sold.	3313

Sec. 1309.319.  (A) Except as otherwise provided in division	3314
(B) of this section, for purposes of determining the rights of	3315
creditors of, and purchasers for value of goods from, a consignee,	3316
while the goods are in the possession of the consignee, the	3317
consignee is deemed to have rights and title to the goods	3318
identical to those the consignor had or had power to transfer.	3319

(B) For purposes of determining the rights of a creditor of	3320
a consignee, law other than this chapter determines the rights and	3321
title of a consignee while goods are in the consignee's possession	3322
if, under sections 1309.301 to 1309.342 of the Revised Code, a	3323
perfected security interest held by the consignor would have	3324
priority over the rights of the creditor.	3325

Sec. 1309.320.  (A) Except as otherwise provided in division	3326
(E) of this section, a buyer in the ordinary course of business,	3327
other than a person buying farm products from a person engaged in	3328
farming operations, takes free of a security interest created by	3329
the buyer's seller even if the security interest is perfected and	3330
the buyer knows of its existence.	3331

(B) Except as otherwise provided in division (E) of this	3332
section, a buyer of goods from a person who used or bought the	3333
goods for use primarily for personal, family, or household	3334
purposes takes free of a security interest, even if perfected, if	3335
the buyer buys:	3336

(1) Without knowledge of the security interest;

3337

(2) For value;

3338

(3) Primarily for the buyer's personal, family, or household	3339
purposes; and	3340

(4) Before the filing of a financing statement covering the	3341
goods.	3342

(C) To the extent that it affects the priority of a security	3343
interest over a buyer of goods under division (B) of this section,	3344
the period of effectiveness of a filing made in the jurisdiction	3345
in which the seller is located is governed by divisions (A) and	3346
(B) of section 1309.316 of the Revised Code.	3347

(D) A buyer in the ordinary course of business buying oil,	3348
gas, or other minerals at the wellhead or minehead or after	3349
extraction takes free of an interest arising out of an	3350
encumbrance.	3351

(E) Divisions (A) and (B) of this section do not affect a	3352
security interest in goods in the possession of the secured party	3353
under section 1309.313 of the Revised Code.	3354

Sec. 1309.321.  (A) As used in this section, "licensee in	3355
the ordinary course of business" means a person that becomes a	3356
licensee of a general intangible in good faith, without knowledge	3357
that the license violates the rights of another person in the	3358
general intangible, and in the ordinary course of business from a	3359
person in the business of licensing general intangibles of that	3360
kind. A person becomes a licensee in the ordinary course of	3361
business if the license to the person comports with the usual or	3362
customary practices in the kind of business in which the licensor	3363
is engaged or with the licensor's own usual or customary	3364
practices.	3365

(B) A licensee in the ordinary course of business takes its	3366
rights under a nonexclusive license free of a security interest in	3367
the general intangible created by the licensor, even if the	3368
security interest is perfected and the licensee knows of its	3369
existence.	3370

(C) A lessee in ordinary course of business takes its	3371
leasehold interest free of a security interest in the goods	3372
created by the lessor, even if the security interest is perfected	3373
and the lessee knows of its existence.	3374

Sec. 1309.322.  (A) Except as otherwise provided in this	3375
section, priority between conflicting security interests and	3376
agricultural liens in the same collateral shall be determined	3377
according to the following rules:	3378

(1) Conflicting perfected security interests and	3379
agricultural liens rank according to priority in time of filing or	3380
perfection. Priority dates from the earlier of the time a filing	3381
covering the collateral is first made or the security interest or	3382
agricultural lien is first perfected, if there is no period	3383
thereafter when there is neither filing nor perfection.	3384

(2) A perfected security interest or agricultural lien has	3385
priority over a conflicting unperfected security interest or	3386
agricultural lien.	3387

(3) The first security interest or agricultural lien to	3388
attach or become effective has priority if conflicting security	3389
interests and agricultural liens are unperfected.	3390

(B) For the purpose of division (A)(1) of this section:

3391

(1) The time of filing or perfection as to a security	3392
interest in collateral is also the time of filing or perfection as	3393
to a security interest in proceeds; and	3394

(2) The time of filing or perfection as to a security	3395
interest in collateral supported by a supporting obligation is	3396
also the time of filing or perfection as to a security interest in	3397
the supporting obligation.	3398

(C) Except as otherwise provided in division (F) of this	3399
section, a security interest in collateral which qualifies for	3400
priority over a conflicting security interest under section	3401
1309.327, 1309.328, 1309.329, 1309.330, or 1309.331 of the Revised	3402
Code also has priority over a conflicting security interest in:	3403

(1) Any supporting obligation for the collateral; and

3404

(2) Proceeds of the collateral if:

3405

(a) The security interest in proceeds is perfected.

3406

(b) The proceeds are cash proceeds or of the same type as	3407
the collateral; and	3408

(c) In the case of proceeds that are proceeds of proceeds,	3409
all intervening proceeds are cash proceeds, proceeds of the same	3410
type as the collateral, or an account relating to the collateral.	3411

(D) Subject to division (E) of this section and except as	3412
otherwise provided in division (F) of this section, if a security	3413
interest in chattel paper, deposit accounts, negotiable documents,	3414
instruments, investment property, or letter-of-credit rights is	3415
perfected by a method other than filing, conflicting perfected	3416
security interests in proceeds of the collateral rank according to	3417
priority in time of filing.	3418

(E) Division (D) of this section applies only if the	3419
proceeds of the collateral are not cash proceeds, chattel paper,	3420
negotiable documents, instruments, investment property, or	3421
letter-of-credit rights.	3422

(F) Divisions (A) to (E) of this section are subject to:

3423

(1) Division (G) of this section and the other provisions of	3424
sections 1309.301 to 1309.342 of the Revised Code;	3425

(2) Section 1304.20 of the Revised Code with respect to a	3426
security interest of a collecting bank;	3427

(3) Section 1305.18 of the Revised Code with respect to a	3428
security interest of an issuer or nominated person; and	3429

(4) Section 1309.110 of the Revised Code with respect to a	3430
security interest arising under Chapter 1302. or 1310. of the	3431
Revised Code.	3432

(G) A perfected agricultural lien on collateral has priority	3433
over a conflicting security interest in or agricultural lien on	3434
the same collateral if the statute creating the agricultural lien	3435
so provides.	3436

Sec. 1309.323.  (A) Except as otherwise provided in division	3437
(C) of this section, for purposes of determining the priority of a	3438
perfected security interest under division (A)(1) of section	3439
1309.322 of the Revised Code, perfection of the security interest	3440
dates from the time an advance is made to the extent that the	3441
security interest secures an advance that:	3442

(1) Is made while the security interest is perfected only:

3443

(a) Under section 1309.309 of the Revised Code when it	3444
attaches; or	3445

(b) Temporarily under division (E), (F), or (G) of section	3446
1309.312 of the Revised Code.	3447

(2) Is not made pursuant to a commitment entered into before	3448
or while the security interest is perfected by a method other than	3449
under section 1309.309 or division (E), (F), or (G) of section	3450
1309.312 of the Revised Code.	3451

(B) Except as otherwise provided in division (C) of this	3452
section, a security interest is subordinate to the rights of a	3453
person that becomes a lien creditor to the extent that the	3454
security interest secures advances made more than forty-five days	3455
after the person becomes a lien creditor unless the advance is	3456
made:	3457

(1) Without knowledge of the lien; or

3458

(2) Pursuant to a commitment entered into without knowledge	3459
of the lien.	3460

(C) Divisions (A) and (B) of this section do not apply to a	3461
security interest held by a secured party that is a buyer of	3462
accounts, chattel paper, payment intangibles, or promissory notes	3463
or a consignor.	3464

(D) Except as otherwise provided in division (E) of this	3465
section, a buyer of goods other than a buyer in ordinary course of	3466
business takes free of a security interest to the extent that it	3467
secures advances made after the earlier of:	3468

(1) The time the secured party acquires knowledge of the	3469
buyer's purchase; or	3470

(2) Forty-five days after the purchase.

3471

(E) Division (D) of this section does not apply if the	3472
advance is made pursuant to a commitment entered into without	3473
knowledge of the buyer's purchase and before the expiration of the	3474
forty-five-day period.	3475

(F) Except as otherwise provided in division (G) of this	3476
section, a lessee of goods, other than a lessee in ordinary course	3477
of business, takes the leasehold interest free of a security	3478
interest to the extent that it secures advances made after the	3479
earlier of:	3480

(1) The time the secured party acquires knowledge of the	3481
lease; or	3482

(2) Forty-five days after the lease contract becomes	3483
enforceable.	3484

(G) Division (F) of this section does not apply if the	3485
advance is made pursuant to a commitment entered into without	3486
knowledge of the lease and before the expiration of the	3487
forty-five-day period.	3488

Sec. 1309.324.  (A) Except as otherwise provided in division	3489
(G) of this section, a perfected purchase money security interest	3490
in goods other than inventory or livestock has priority over a	3491
conflicting security interest in the same goods, and, except as	3492
otherwise provided in section 1309.327 of the Revised Code, a	3493
perfected security interest in its identifiable proceeds also has	3494
priority, if the purchase money security interest is perfected	3495
when the debtor receives possession of the collateral or within	3496
twenty days thereafter.	3497

(B) Subject to division (C) of this section and except as	3498
otherwise provided in division (G) of this section, a perfected	3499
purchase money security interest in inventory has priority over a	3500
conflicting security interest in the same inventory, has priority	3501
over a conflicting security in chattel paper or an instrument	3502
constituting proceeds of the inventory and in proceeds of the	3503
chattel paper, if provided in section 1309.330 of the Revised	3504
Code, and, except as otherwise provided in section 1309.327 of the	3505
Revised Code, also has priority in identifiable cash proceeds of	3506
the inventory to the extent the identifiable cash proceeds are	3507
received on or before the delivery of the inventory to a buyer if:	3508

(1) The purchase money security interest is perfected when	3509
the debtor receives possession of the inventory;	3510

(2) The purchase money secured party sends an authenticated	3511
notification to the holder of the conflicting security interest;	3512

(3) The holder of the conflicting security interest receives	3513
the notification within five years before the debtor receives	3514
possession of the inventory; and	3515

(4) The notification states that the person sending the	3516
notification has or expects to acquire a purchase money security	3517
interest in inventory of the debtor and describes the inventory.	3518

(C) Divisions (B)(2), (3), and (4) of this section apply	3519
only if the holder of the conflicting security interest filed a	3520
financing statement covering the same types of inventory:	3521

(1) If the purchase money security interest is perfected by	3522
filing, before the date of the filing; or	3523

(2) If the purchase money security interest is temporarily	3524
perfected without filing or possession under division (F) of	3525
section 1309.312 of the Revised Code, before the beginning of the	3526
twenty-day period.	3527

(D) Subject to division (E) of this section and except as	3528
otherwise provided in division (G) of this section, a perfected	3529
purchase money security interest in livestock that are farm	3530
products has priority over a conflicting security interest in the	3531
same livestock, and, except as otherwise provided in section	3532
1309.327 of the Revised Code, a perfected security interest in	3533
their identifiable proceeds and identifiable products in their	3534
unmanufactured states also has priority, if:	3535

(1) The purchase money security interest is perfected when	3536
the debtor receives possession of the livestock;	3537

(2) The purchase money secured party sends an authenticated	3538
notification to the holder of the conflicting security interest;	3539

(3) The holder of the conflicting security interest receives	3540
the notification within six months before the debtor receives	3541
possession of the livestock; and	3542

(4) The notification states that the person sending the	3543
notification has or expects to acquire a purchase money security	3544
interest in livestock of the debtor and describes the livestock.	3545

(E) Divisions (D)(2), (3), and (4) of this section apply	3546
only if the holder of the conflicting security interest had filed	3547
a financing statement covering the same types of livestock:	3548

(1) If the purchase money security interest is perfected by	3549
filing, before the date of the filing; or	3550

(2) If the purchase money security interest is temporarily	3551
perfected without filing or possession under division (F) of	3552
section 1309.312 of the Revised Code, before the beginning of the	3553
twenty-day period.	3554

(F) Except as otherwise provided in division (G) of this	3555
section, a perfected purchase money security interest in software	3556
has priority over a conflicting security interest in the same	3557
collateral, and, except as otherwise provided in section 1309.327	3558
of the Revised Code, a perfected security interest in its	3559
identifiable proceeds also has priority, to the extent that the	3560
purchase money security interest in the goods in which the	3561
software was acquired for use has priority in the goods and	3562
proceeds of the goods under this section.	3563

(G) If more than one security interest qualifies for	3564
priority in the same collateral under division (A), (B), (D), or	3565
(F) of this section:	3566

(1) A security interest securing an obligation incurred as	3567
all or part of the price of the collateral has priority over a	3568
security interest securing an obligation incurred for value given	3569
to enable the debtor to acquire rights in or the use of	3570
collateral; and	3571

(2) In all other cases, division (A) of section 1309.322 of	3572
the Revised Code applies to the qualifying security interests.	3573

Sec. 1309.325.  (A) Except as otherwise provided in division	3574
(B) of this section, a security interest created by a debtor is	3575
subordinate to a security interest in the same collateral created	3576
by another person if:	3577

(1) The debtor acquired the collateral subject to the	3578
security interest created by the other person;	3579

(2) The security interest created by the other person was	3580
perfected when the debtor acquired the collateral; and	3581

(3) There is no period thereafter when the security interest	3582
is unperfected.	3583

(B) Division (A) of this section subordinates a security	3584
interest only if the security interest:	3585

(1) Otherwise would have priority solely under division (A)	3586
of section 1309.322 or section 1309.324 of the Revised Code; or	3587

(2) Arose solely under division (C) of section 1302.85 or	3588
division (E) of section 1310.54 of the Revised Code.	3589

Sec. 1309.326.  (A) Subject to division (B) of this section,	3590
a security interest created by a new debtor that is perfected by a	3591
filed financing statement that is effective solely under section	3592
1309.508 of the Revised Code in collateral in which a new debtor	3593
has or acquires rights is subordinate to a security interest in	3594
the same collateral that is perfected other than by a filed	3595
financing statement that is effective solely under section	3596
1309.508 of the Revised Code.	3597

(B) Sections 1309.301 to 1309.342 of the Revised Code	3598
determine the priority among conflicting security interests in the	3599
same collateral perfected by filed financing statements that are	3600
effective solely under section 1309.508 of the Revised Code.	3601
However, if the security agreements to which a new debtor became	3602
bound as debtor were not entered into by the same original debtor,	3603
the conflicting security interests rank according to priority in	3604
time of the new debtor's having become bound.	3605

Sec. 1309.327.  The following rules govern priority among	3606
conflicting security interests in the same deposit account:	3607

(A) A security interest held by a secured party having	3608
control of the deposit account under section 1309.104 of the	3609
Revised Code has priority over a conflicting security interest	3610
held by a secured party that does not have control.	3611

(B) Except as otherwise provided in divisions (C) and (D) of	3612
this section, security interests perfected by control under	3613
section 1309.314 of the Revised Code rank according to priority in	3614
time of obtaining control.	3615

(C) Except as otherwise provided in division (D) of this	3616
section, a security interest held by the bank with which the	3617
deposit account is maintained has priority over a conflicting	3618
security interest held by another secured party.	3619

(D) A security interest perfected by control under division	3620
(A)(3) of section 1309.104 of the Revised Code has priority over a	3621
security interest held by the bank with which the deposit account	3622
is maintained.	3623

Sec. 1309.328.  The following rules govern priority among	3624
conflicting security interests in the same investment property:	3625

(A) A security interest held by a secured party having	3626
control of investment property under section 1309.106 of the	3627
Revised Code has priority of a security interest held by a secured	3628
party that does not have control of the investment property.	3629

(B) Except as otherwise provided in divisions (C) and (D) of	3630
this section, conflicting security interests held by secured	3631
parties each of which has control under section 1309.106 of the	3632
Revised Code rank according to priority in time of:	3633

(1) If the collateral is a security, obtaining control;

3634

(2) If the collateral is a security entitlement carried in a	3635
securities account and:	3636

(a) If the secured party obtained control under division	3637
(D)(1) of section 1308.24 of the Revised Code, the secured party's	3638
becoming the person for which the securities account is	3639
maintained;	3640

(b) If the secured party obtained control under division	3641
(D)(2) of section 1308.24 of the Revised Code, the securities	3642
intermediary's agreement to comply with the secured party's	3643
entitlement orders with respect to security entitlements carried	3644
or to be carried in the securities account; or	3645

(c) If the secured party obtained control through another	3646
person under division (D)(3) of section 1308.24 of the Revised	3647
Code, the time on which priority would be based under this	3648
paragraph if the other person were the secured party; or	3649

(3) If the collateral is a commodity contract carried with a	3650
commodity intermediary, the satisfaction of the requirement for	3651
control specified in division (B)(2) of section 1309.106 of the	3652
Revised Code with respect to commodity contracts carried or to be	3653
carried with the commodity intermediary.	3654

(C) A security interest held by a securities intermediary in	3655
a security entitlement or a securities account maintained with the	3656
securities intermediary has priority over a conflicting security	3657
interest held by another secured party.	3658

(D) A security interest held by a commodity intermediary in	3659
a commodity contract or a commodity account maintained with the	3660
commodity intermediary has priority over a conflicting security	3661
interest held by another secured party.	3662

(E) A security interest in a certificated security in	3663
registered form that is perfected by taking delivery under	3664
division (A) of section 1309.313 of the Revised Code and not by	3665
control under section 1309.314 of the Revised Code has priority	3666
over a conflicting security interest perfected by a method other	3667
than control.	3668

(F) Conflicting security interests created by a broker, a	3669
securities intermediary, or a commodity intermediary that are	3670
perfected without control under section 1309.106 of the Revised	3671
Code rank equally.	3672

(G) In all other cases, priority between conflicting	3673
security interests in investment property is governed by sections	3674
1309.322 and 1309.323 of the Revised Code.	3675

Sec. 1309.329.  The following govern priority among	3676
conflicting security interests in the same letter-of-credit right:	3677

(A) A security interest held by a secured party having	3678
control of the letter-of-credit right under section 1309.107 of	3679
the Revised Code has priority to the extent of its control over a	3680
conflicting security interest held by a secured party that does	3681
not have control.	3682

(B) Security interests perfected by control under section	3683
1309.314 of the Revised Code rank according to priority in time of	3684
obtaining control.	3685

Sec. 1309.330.  (A) A purchaser of chattel paper has	3686
priority over a security interest in the chattel paper that is	3687
claimed merely as proceeds of inventory subject to a security	3688
interest if:	3689

(1) In good faith and in the ordinary course of the	3690
purchaser's business, the purchaser gives new value and takes	3691
possession of the chattel paper or obtains control of the chattel	3692
paper under section 1309.105 of the Revised Code; and	3693

(2) The chattel paper does not indicate that it has been	3694
assigned to an identified assignee other than the purchaser.	3695

(B) A purchaser of chattel paper has priority over a	3696
security interest in the chattel paper that is claimed other than	3697
merely as proceeds of inventory subject to a security interest if	3698
the purchaser gives new value and takes possession of the chattel	3699
paper or obtains control of the chattel paper under section	3700
1309.105 of the Revised Code in good faith, in the ordinary course	3701
of the purchaser's business, and without knowledge that the	3702
purchase violates the rights of the secured party.	3703

(C) Except as otherwise provided in section 1309.327 of the	3704
Revised Code, a purchaser having priority in chattel paper under	3705
division (A) or (B) of this section also has priority in proceeds	3706
of the chattel paper to the extent that:	3707

(1) Section 1309.322 of the Revised Code provides for	3708
priority in the proceeds; or	3709

(2) The proceeds consist of the specific goods covered by	3710
the chattel paper or cash proceeds of the specific goods, even if	3711
the purchaser's security interest in the proceeds is unperfected.	3712

(D) Except as otherwise provided in division (A) of section	3713
1309.331 of the Revised Code, a purchaser of an instrument has	3714
priority over a security interest in the instrument perfected by a	3715
method other than possession if the purchaser gives value and	3716
takes possession of the instrument in good faith and without	3717
knowledge that the purchase violates the rights of the secured	3718
party.	3719

(E) For purposes of divisions (A) and (B) of this section,	3720
the holder of a purchase money security interest in inventory	3721
gives new value for chattel paper constituting proceeds of the	3722
inventory.	3723

(F) For purposes of divisions (B) and (D) of this section,	3724
if chattel paper or an instrument indicates that it has been	3725
assigned to an identified secured party other than the purchaser,	3726
a purchaser of the chattel paper or instrument has knowledge that	3727
the purchase violates the rights of the secured party.	3728

Sec. 1309.28.        Sec. 1309.331. Nothing in sections 1309.01 to	3729
1309.50 of the Revised Code limits(A) This chapter does not	3730
limit the rights of a holder in due course of a negotiable	3731
instrument, as defined in section 1303.32 of the Revised Code, or	3732
a holder to whom a negotiable document of title has been duly	3733
negotiated under section 1307.29 of the Revised Code, or a	3734
protected purchaser of a security under section 1308.17 of the	3735
Revised Code, and such.These holders or purchasers take priority	3736
over an earlier security interest, even though perfected, to the	3737
extent provided in Chapters 1303., 1307., and 1308. of the Revised	3738
Code. Filing	3739

(B) This chapter does not limit the rights of or impose	3740
liability on a person to the extent that the person is protected	3741
against the assertion of a claim under Chapter 1308. of the	3742
Revised Code.	3743

(C) Filing under sections 1309.01 to 1309.50 of the Revised	3744
Code,this chapter does not constitute notice of the security	3745
interesta claim or defense to suchthe holders or, purchasers,or	3746
persons described in divisions (A) and (B) of this section.	3747

Sec. 1309.332.  (A) A transferee of money takes the money	3748
free of a security interest unless the transferee acts in	3749
collusion with the debtor in violating the rights of the secured	3750
party.	3751

(B) A transferee of funds from a deposit account takes the	3752
funds free of a security interest in the deposit account unless	3753
the transferee acts in collusion with the debtor in violating the	3754
rights of the secured party.	3755

Sec. 1309.333.  (A) As used in this section, "possessory	3756
lien" means an interest, other than a security interest or an	3757
agricultural lien:	3758

(1) That secures payment or performance of an obligation for	3759
services or materials furnished with respect to goods by a person	3760
in the ordinary course of the person's business;	3761

(2) That is created by statute or rule of law in favor of	3762
the person; and	3763

(3) Whose effectiveness depends on the person's possession of	3764
the goods.	3765

(B) A possessory lien on goods has priority over a security	3766
interest in the goods unless the lien is created by a statute that	3767
expressly provides otherwise.	3768

Sec. 1309.32.        Sec. 1309.334.  (A) In this section and in the	3769
provisions of sections 1309.38 to 1309.43 of the Revised Code	3770
referring to fixture filing, unless the context otherwise	3771
requires:	3772

(1) Goods are "fixtures" when they become so related to	3773
particular real estate that an interest in them arises under real	3774
estate law.	3775

(2) A "fixture filing" is the filing in the office where a	3776
mortgage on the real estate would be filed or recorded of a	3777
financing statement covering goods that are or are to become	3778
fixtures and conforming to the requirements of division (D) of	3779
section 1309.39 of the Revised Code.	3780

(3) A mortgage is a "construction mortgage" to the extent	3781
that it secures an obligation incurred for the construction of an	3782
improvement on land including the acquisition cost of the land, if	3783
the recorded writing so indicates.	3784

(B) A security interest under sections 1309.01 to 1309.50 of	3785
the Revised Codethis chapter may be created in goods whichthat	3786
are fixtures or may continue in goods whichthat become fixtures,	3787
but no.A security interest existsdoes not exist under sections	3788
1309.01 to 1309.50 of the Revised Codethis chapter in ordinary	3789
building materials incorporated into an improvement on land.	3790

(C) Sections 1309.01 to 1309.50 of the Revised Code do(B)	3791
This chapter does not prevent creation of an encumbrance upon	3792
fixtures pursuant to real estateproperty law.	3793

(C)In cases not governed by divisions (D) to (H) of this	3794
section, a security interest in fixtures is subordinate to a	3795
conflicting interest of an encumbrancer or owner of the related	3796
real property other than the debtor.	3797

(D)(1) AExcept as otherwise provided in division (H) of	3798
this section, a perfected security interest in fixtures has	3799
priority over thea conflicting interest of an encumbrancer or	3800
owner of the real estate whereproperty if the debtor has an	3801
interest of record in or is in possession of the real property	3802
and:	3803

(a)(1) The security interest is a purchase money security	3804
interest, the;	3805

(2) The interest of the encumbrancer or owner arises before	3806
the goods become fixtures, the; and	3807

(3) The security interest is perfected by a fixture filing	3808
before the goods become fixtures or within tentwenty days	3809
thereafter, and thethereafter.	3810

(E) A perfected security interest in fixtures has priority	3811
over a conflicting interest of an encumbrancer or owner of the	3812
real property if:	3813

(1) The debtor has an interest of record in the real estate	3814
property or is in possession of the real estate; or	3815

(b) Theproperty, and the security interest is:

3816

(a) Is perfected by a fixture filing before the interest of	3817
the encumbrancer or owner is of record, the security interest has;	3818
and	3819

(b) Has priority over any conflicting interest of a	3820
predecessor in title of the encumbrancer or owner, and the debtor	3821
has an interest of record in the real estate or is in possession	3822
of the real estate; or	3823

(2) Before the goods became fixtures, the security interest	3824
is perfected by any method permitted by this chapter, and the	3825
fixtures are readily removable:	3826

(a) Factory or office machines;

3827

(b) Equipment that is not primarily used or leased for use	3828
in the operation of the real property; or	3829

(c) Replacements of domestic appliances that are consumer	3830
goods;	3831

(c)(3) The conflicting interest is a lien on the real estate	3832
property obtained by legal or equitable proceedings after the	3833
security interest was perfected by any method permitted by	3834
sections 1309.01 to 1309.50 of the Revised Code.this chapter; or	3835

(2) Whether or not the property is a fixture, a security	3836
interest in readily removable factory or office machines or	3837
readily removable replacements of domestic appliances that are	3838
consumer goods, which	3839

(4)The security interest has been perfected by any method	3840
permitted by sections 1309.01 to 1309.50is:	3841

(a) Created in a manufactured home in a manufactured home	3842
transaction; and	3843

(b) Perfected pursuant to a section listed in division	3844
(A)(2) of section1309.311 of the Revised Code and has been	3845
perfected before the property was installed in the real estate,	3846
has priority over the conflicting interest of an encumbrancer or	3847
owner of the real estate.	3848

(E)(F) A security interest in fixtures, whether or not	3849
perfected, has priority over the conflicting interest of an	3850
encumbrancer or owner of the real estate whereproperty if:	3851

(1) The encumbrancer or owner has,in an authenticated	3852
record, consented in writing to the security interest or has	3853
disclaimed in writing an interest in the goods as fixtures; or	3854

(2) The debtor has a right to remove the goods as against	3855
the encumbrancer or owner. If the debtor's right terminates, the	3856

(G) The priority of the security interest under division	3857
(F)(2) of this section continues for a reasonable time if the	3858
debtor's right to remove the goods as against the encumbrancer or	3859
owner terminates.	3860

(F) Notwithstanding division (D)(1) of this section but	3861
otherwise subject to division (D) and	3862

(H) A mortgage is a construction mortgage to the extent that	3863
it secures an obligation incurred for the construction of an	3864
improvement on land, including the acquisition cost of the land,	3865
if a recorded record of the mortgage so indicates. Except as	3866
otherwise provided in divisions (E) and (F) of this section, a	3867
security interest in fixtures is subordinate to a construction	3868
mortgage if a record of the mortgage is recorded before the goods	3869
become fixtures ifand the goods become fixtures before the	3870
completion of the construction. To the extent that it is given to	3871
refinance a construction mortgage, aA mortgage has this priority	3872
to the same extent as thea construction mortgage to the extent	3873
that it is given to refinance a construction mortgage.	3874

(G) In cases not within the preceding divisions, a security	3875
interest in fixtures is subordinate to the conflicting interest of	3876
an encumbrancer or owner of the related real estate who is not the	3877
debtor.	3878

(H) When the secured party has priority over all owners and	3879
encumbrancers of the real estate, the secured party may, on	3880
default, subject to the provisions of sections 1309.44 to 1309.50	3881
of the Revised Code, remove the secured party's collateral from	3882
the real estate but the secured party must reimburse any	3883
encumbrancer or owner of the real estate who is not the debtor and	3884
who has not otherwise agreed for the cost of repair of any	3885
physical injury, but not for any diminution in value of the real	3886
estate caused by the absence of the goods removed or by any	3887
necessity for replacing them. A person entitled to reimbursement	3888
may refuse permission to remove until the secured party gives	3889
adequate security for the performance of this obligation. The	3890
secured party shall give reasonable notification of the secured	3891
party's intention to remove the collateral to all persons entitled	3892
to reimbursement.	3893

(I) A perfected security interest in crops growing on real	3894
property has priority over a conflicting interest of an	3895
encumbrancer or owner of the real property if the debtor has an	3896
interest of record in or is in possession of the real property.	3897

(J) Division (I) of this section prevails over any	3898
inconsistent statutes not specifically enumerated under division	3899
(D)(2) of section 1309.109 of the Revised Code and applicable by	3900
their terms.	3901

Sec. 1309.335.  (A) A security interest may be created in an	3902
accession and continues in collateral that becomes an accession.	3903

(B) If a security interest is perfected when the collateral	3904
becomes an accession, the security interest remains perfected in	3905
the collateral.	3906

(C) Except as otherwise provided in division (D) of this	3907
section, the other provisions of sections 1309.301 to 1309.342 of	3908
the Revised Code determine the priority of a security interest in	3909
an accession.	3910

(D) A security interest in an accession is subordinate to a	3911
security interest in the whole that is perfected by compliance	3912
with the requirements of a certificate of title statute under	3913
division (B) of section 1309.311 of the Revised Code.	3914

(E) After default, subject to sections 1309.601 to 1309.628	3915
of the Revised Code, a secured party may remove an accession from	3916
other goods if the security interest in the accession has priority	3917
over the claims of every person having an interest in the whole.	3918

(F) A secured party that removes an accession from other	3919
goods under division (E) of this section shall promptly reimburse	3920
any holder of a security interest or other lien on, or owner of,	3921
the whole or of the other goods, other than the debtor, for the	3922
cost of repair of any physical injury to the whole or the other	3923
goods. The secured party need not reimburse the holder or owner	3924
for any diminution in value of the whole or the other goods caused	3925
by the absence of the accession removed or by any necessity for	3926
replacing it. A person entitled to reimbursement may refuse	3927
permission to remove until the secured party gives adequate	3928
assurance for the performance of the obligation to reimburse.	3929

Sec. 1309.336.  (A) As used in this section, "commingled	3930
goods" means goods that are physically united with other goods in	3931
such a manner that their identity is lost in a product or mass.	3932

(B) A security interest does not exist in commingled goods	3933
as such. However, a security interest may attach to a product or	3934
mass that results when goods become commingled goods.	3935

(C) If collateral becomes commingled goods, a security	3936
interest attaches to the product or mass.	3937

(D) If a security interest in collateral is perfected before	3938
the collateral becomes commingled goods, the security interest	3939
that attaches to the product or mass under division (C) of this	3940
section is perfected.	3941

(E) Except as otherwise provided in division (F) of this	3942
section, the other provisions of sections 1309.301 to 1309.342 of	3943
the Revised Code determine the priority of a security interest	3944
that attaches to the product or mass under division (C) of this	3945
section.	3946

(F) If more than one security interest attaches to the	3947
product or mass under division (C) of this section, the following	3948
rules determine priority:	3949

(1) A security interest that is perfected under division (D)	3950
of this section has priority over a security interest that is	3951
unperfected at the time the collateral becomes commingled goods.	3952

(2) If more than one security interest is perfected under	3953
division (D) of this section, the security interests rank equally	3954
in proportion to the value of the collateral at the time it became	3955
commingled goods.	3956

Sec. 1309.337.  If, while a security interest in goods is	3957
perfected by any method under the law of another jurisdiction,	3958
this state issues a certificate of title that does not show that	3959
the goods are subject to the security interest or contain a	3960
statement that they may be subject to security interests not shown	3961
on the certificate:	3962

(A) A buyer of the goods, other than a person in the	3963
business of selling goods of that kind, takes free of the security	3964
interest if the buyer gives value and receives delivery of the	3965
goods after issuance of the certificate and without knowledge of	3966
the security interest; and	3967

(B) The security interest is subordinate to a conflicting	3968
security interest in the goods that attaches, and is perfected	3969
under division (B) of section 1309.311 of the Revised Code, after	3970
issuance of the certificate and without the conflicting secured	3971
party's knowledge of the security interest.	3972

Sec. 1309.338.  If a security interest or agricultural lien	3973
is perfected by a filed financing statement providing information	3974
described in division (B)(5) of section 1309.516 of the Revised	3975
Code that is incorrect at the time the financing statement is	3976
filed:	3977

(A) The security interest or agricultural lien is	3978
subordinate to a conflicting perfected security interest in the	3979
collateral to the extent that the holder of the conflicting	3980
security interest gives value in reasonable reliance upon the	3981
incorrect information; and	3982

(B) A purchaser, other than a secured party, of the	3983
collateral takes free of the security interest or agricultural	3984
lien to the extent that, in reasonable reliance upon the incorrect	3985
information, the purchaser gives value and, in the case of chattel	3986
paper, documents, goods, instruments, or a security certificate,	3987
receives delivery of the collateral.	3988

Sec. 1309.35.        Sec. 1309.339.  Nothing in sections 1309.01 to	3989
1309.50, inclusive, of the Revised Code preventsthis chapter	3990
precludes subordination by agreement by any person entitled to	3991
priority.	3992

Sec. 1309.340.  (A) Except as otherwise provided in	3993
division (C) of this section, a bank with which a deposit account	3994
is maintained may exercise any right of recoupment or set-off	3995
against a secured party that holds a security interest in the	3996
deposit account.	3997

(B) Except as otherwise provided in division (C) of this	3998
section, the application of this chapter to a security interest in	3999
a deposit account does not affect a right of recoupment or set-off	4000
of the secured party as to a deposit account maintained with the	4001
secured party.	4002

(C) The exercise by a bank of a set-off against a deposit	4003
account is ineffective against a secured party that holds a	4004
security interest in the deposit account that is perfected by	4005
control under division (A)(3) of section 1309.104 of the Revised	4006
Code, if the set-off is based on a claim against the debtor.	4007

Sec. 1309.341.  Except as otherwise provided in division	4008
(C) of section 1309.340 of the Revised Code, and unless the bank	4009
otherwise agrees in an authenticated record, a bank's rights and	4010
duties with respect to a deposit account maintained with the bank	4011
are not terminated, suspended, or modified by:	4012

(A) The creation, attachment, or perfection of a security	4013
interest in the deposit account;	4014

(B) The bank's knowledge of the security interest; or

4015

(C) The bank's receipt of instructions from the secured	4016
party.	4017

Sec. 1309.342.  This chapter does not require a bank to	4018
enter into an agreement of the kind described in division (A)(2)	4019
of section 1309.104 of the Revised Code, even if its customer so	4020
requests or directs. A bank that has entered into an agreement of	4021
the kind described in division (A)(2) of that section is not	4022
required to confirm the existence of the agreement to another	4023
person unless requested to do so by its customer.	4024

Sec. 1309.30.        Sec. 1309.401. The(A)Except as provided in	4025
division (B) of this section and sections 1309.406, 1309.407,	4026
1309.408, and 1309.409 of the Revised Code, whether a debtor's	4027
rights in collateral may be voluntarily or involuntarily	4028
transferred, by way of sale, creation of a security interest,	4029
attachment, levy, garnishment, or other judicial process,	4030
notwithstanding a provision in the security agreement prohibiting	4031
any transfer or makingis governed by law other than this chapter.	4032

(B) An agreement between the debtor and secured party that	4033
prohibits a transfer of the debtor's rights in collateral or makes	4034
the transfer constitute a default does not prevent the transfer	4035
from taking effect.	4036

Sec. 1309.36.        Sec. 1309.402.  The mere existence of a security	4037
interest,agricultural lien, or authority given to thea debtor to	4038
dispose of or use collateral,without more, does not impose	4039
contract or tortsubject a secured party to liability upon the	4040
secured partyin contract or tort for the debtor's acts or	4041
omissions.	4042

Sec. 1309.403.  (A) As used in this section, "value" has	4043
the same meaning as in division (A) of section 1303.33 of the	4044
Revised Code.	4045

(B) Except as otherwise provided in this section, an	4046
agreement between an account debtor and an assignor not to assert	4047
against an assignee any claim or defense that the account debtor	4048
may have against the assignor is enforceable by an assignee that	4049
takes an assignment:	4050

(1) For value;

4051

(2) In good faith;

4052

(3) Without notice of a claim of a property or possessory	4053
right to the property assigned; and	4054

(4) Without notice of a defense or claim in recoupment of	4055
the type that may be asserted against a person entitled to enforce	4056
a negotiable instrument under division (A) of section 1303.35 of	4057
the Revised Code.	4058

(C) Division (B) of this section does not apply to defenses	4059
of a type that may be asserted against a holder in due course of a	4060
negotiable instrument under division (B) of section 1303.34 of the	4061
Revised Code.	4062

(D) In a consumer transaction, if a record evidences the	4063
account debtor's obligation, law other than this chapter requires	4064
that the record include a statement to the effect that the rights	4065
of an assignee are subject to claims or defenses that the account	4066
debtor could assert against the original obligee, and the record	4067
does not include the required statement:	4068

(1) The record has the same effect as if the record included	4069
the required statement; and	4070

(2) The account debtor may assert against an assignee those	4071
claims and defenses that would have been available if the record	4072
included the required statement.	4073

(E) This section is subject to law other than this chapter	4074
that establishes a different rule for an account debtor who is an	4075
individual and who incurred the obligation primarily for personal,	4076
family, or household purposes.	4077

(F) Except as otherwise provided in division (D) of this	4078
section, this section does not displace law other than this	4079
chapter that gives effect to an agreement by an account debtor not	4080
to assert a claim or defense against an assignee.	4081

Sec. 1309.404.  (A) Unless an account debtor has made an	4082
enforceable agreement not to assert defenses or claims, and	4083
subject to divisions (B) to (E) of this section, the rights of an	4084
assignee are subject to:	4085

(1) All terms of the agreement between the account debtor	4086
and assignor and any defense or claim in recoupment arising from	4087
the transaction that gave rise to the contract; and	4088

(2) Any other defense or claim of the account debtor against	4089
the assignor that accrues before the account debtor receives a	4090
notification of the assignment authenticated by the assignor or	4091
the assignee.	4092

(B) Subject to division (C) of this section and except as	4093
provided in division (D) of this section, the claim of an account	4094
debtor against an assignor may be asserted against an assignee	4095
under division (A) of this section only to reduce the amount the	4096
account debtor owes.	4097

(C) This section is subject to law other than this chapter	4098
that establishes a different rule for an account debtor who is an	4099
individual and who incurred the obligation primarily for personal,	4100
family, or household purposes.	4101

(D) In a consumer transaction, if a record evidences the	4102
account debtor's obligation, if law other than this chapter	4103
requires that the record include a statement to the effect that	4104
the account debtor's recovery against an assignee with respect to	4105
claims and defenses against the assignor may not exceed amounts	4106
paid by the account debtor under the record, and if the record	4107
does not include the required statement, the extent to which a	4108
claim of an account debtor against the assignor may be asserted	4109
against an assignee is determined as if the record included the	4110
required statement.	4111

(E) This section does not apply to an assignment of a	4112
health-care-insurance receivable.	4113

Sec. 1309.405.  (A) A modification of or substitution for	4114
an assigned contract is effective against an assignee if made in	4115
good faith. The assignee acquires corresponding rights under the	4116
modified or substituted contract. The assignment may provide that	4117
the modification or substitution is a breach of contract by the	4118
assignor. This division is subject to divisions (B) to (D) of	4119
this section.	4120

(B) Division (A) of this section applies to the extent that:

4121

(1) The right to payment or a part thereof under an assigned	4122
contract has not been fully earned by performance; or	4123

(2) The right to payment or a part thereof has been fully	4124
earned by performance, and the account debtor has not received	4125
notification of the assignment under division (A) of section	4126
1309.406 of the Revised Code.	4127

(C) This section is subject to law other than this chapter	4128
that establishes a different rule for an account debtor who is an	4129
individual and who incurred the obligation primarily for personal,	4130
family, or household purposes.	4131

(D) This section does not apply to an assignment of a	4132
health-care-insurance receivable.	4133

Sec. 1309.406.  (A) Subject to divisions (B) to (I) of	4134
this section, an account debtor on an account, chattel paper, or	4135
payment intangible may discharge its obligation by paying the	4136
assignor until, but not after, the account debtor receives a	4137
notification, authenticated by the assignor or the assignee, that	4138
the amount due or to become due has been assigned and that payment	4139
is to be made to the assignee. After receipt of the notification,	4140
the account debtor may discharge its obligation by paying the	4141
assignee and may not discharge the obligation by paying the	4142
assignor.	4143

(B) Subject to division (H) of this section, notification	4144
under division (A) of this section is not effective:	4145

(1) If the notification does not reasonably identify the	4146
rights assigned;	4147

(2) To the extent that an agreement between an account	4148
debtor and a seller of a payment intangible limits the account	4149
debtor's duty to pay a person other than the seller and the	4150
limitation is effective under law other than this chapter; or	4151

(3) At the option of an account debtor, if the notification	4152
notifies the account debtor to make less than the full amount of	4153
any installment or other periodic payment to the assignee, even	4154
if:	4155

(a) Only a portion of the account, chattel paper, or payment	4156
intangible has been assigned to that assignee;	4157

(b) A portion has been assigned to another assignee; or

4158

(c) The account debtor knows that the assignment to that	4159
assignee is limited.	4160

(C) Subject to division (H) of this section, if requested by	4161
the account debtor, an assignee shall seasonably furnish	4162
reasonable proof that the assignment has been made. Unless the	4163
assignee complies, the account debtor may discharge its obligation	4164
by paying the assignor, even if the account debtor has received a	4165
notification under division (A) of this section.	4166

(D) Except as otherwise provided in division (E) of this	4167
section and sections 1309.407 and 1310.31 of the Revised Code, and	4168
subject to division (H) of this section, a term in an agreement	4169
between an account debtor and an assignor or in a promissory note	4170
is ineffective to the extent that it:	4171

(1) Prohibits, restricts, or requires the consent of the	4172
account debtor or person obligated on the promissory note to the	4173
assignment or transfer of, or the creation, attachment,	4174
perfection, or enforcement of a security interest in, the account,	4175
chattel paper, payment intangible, or promissory note; or	4176

(2) Provides that the assignment or transfer or the	4177
creation, attachment, perfection, or enforcement of the security	4178
interest may give rise to a default, breach, right of recoupment,	4179
claim, defense, termination, right of termination, or remedy under	4180
the account, chattel paper, payment intangible, or promissory	4181
note.	4182

(E) Division (D) of this section does not apply to the sale	4183
of a payment intangible or promissory note.	4184

(F) Except as provided in sections 1309.407 and 1310.31 of	4185
the Revised Code and subject to divisions (H) and (I) of this	4186
section, a rule of law, statute, or regulation that prohibits,	4187
restricts, or requires the consent of a government, governmental	4188
body or official, or account debtor to the assignment or transfer	4189
of, or creation of a security interest in, an account or chattel	4190
paper is not effective to the extent that the rule of law,	4191
statute, or regulation:	4192

(1) Prohibits, restricts, or requires the consent of the	4193
government, governmental body or official, or account debtor to	4194
the assignment or transfer of, or the creation, attachment,	4195
perfection, or enforcement of a security interest in the account	4196
or chattel paper; or	4197

(2) Provides that the assignment or transfer or the	4198
creation, attachment, perfection, or enforcement of the security	4199
interest may give rise to a default, breach, right of recoupment,	4200
claim, defense, termination, right of termination, or remedy under	4201
the account or chattel paper.	4202

(G) Subject to division (H) of this section, an account	4203
debtor may not waive or vary its option under division (B)(3) of	4204
this section.	4205

(H) This section is subject to law other than this chapter	4206
that establishes a different rule for an account debtor who is an	4207
individual and who incurred the obligation primarily for personal,	4208
family, or household purposes.	4209

(I) This section does not apply to an assignment of a	4210
health-care-insurance receivable.	4211

(J) Divisions (D) and (F) of this section do not apply to:

4212

(1) A claim or right to receive compensation for injuries	4213
or sickness as described in section 104(a)(1) or (2) of the	4214
Internal Revenue Code, as amended; or	4215

(2) A claim or right to receive benefits under a special	4216
needs trust as described in the "Omnibus Budget Reconciliation Act	4217
of 1993," 107 Stat. 312, 42 U.S.C. 1396p(d)(4), as amended.	4218

(K) Divisions (D), (F), and (J) of this section apply only	4219
to a security interest created on or after July 1, 2001. Nothing	4220
in this section shall supersede the provisions of sections 2323.58	4221
to 2323.587 of the Revised Code. This section shall be	4222
interpreted consistently with sections 2323.58 to 2323.587 of the	4223
Revised Code.	4224

Sec. 1309.407.  (A) Except as otherwise provided in	4225
division (B) of this section, a term in a lease agreement is not	4226
effective to the extent that it:	4227

(1) Prohibits, restricts, or requires the consent of a party	4228
to the lease to the assignment or transfer of, or the creation,	4229
attachment, perfection, or enforcement of a security interest in,	4230
an interest of a party under the lease contract or in the lessor's	4231
residual interest in the goods; or	4232

(2) Provides that the assignment or transfer or the	4233
creation, attachment, perfection, or enforcement of the security	4234
interest may give rise to a default, breach, right of recoupment,	4235
claim, defense, termination, right of termination, or remedy under	4236
the lease.	4237

(B) Except as otherwise provided in division (G) of section	4238
1310.31 of the Revised Code, a term in a lease agreement described	4239
in division (A)(2) of this section is effective to the extent that	4240
there is:	4241

(1) A transfer by the lessee of the lessee's right of	4242
possession or use of the goods in violation of the term; or	4243

(2) A delegation of a material performance of either party	4244
to the lease contract in violation of the term.	4245

(C) The creation, attachment, perfection, or enforcement of	4246
a security interest in the lessor's interest under the lease	4247
contract or the lessor's residual interest in the goods is not a	4248
transfer that materially impairs the lessee's prospect of	4249
obtaining return performance or materially changes the duty of or	4250
materially increases the burden or risk imposed on the lessee	4251
within the scope of division (D) of section 1310.31 of the Revised	4252
Code unless, and then only to the extent that, enforcement	4253
actually results in a delegation of material performance of the	4254
lessor.	4255

Sec. 1309.408.  (A) Except as otherwise provided in	4256
division (B) of this section, a term in a promissory note or in an	4257
agreement between an account debtor and a debtor that relates to a	4258
health-care-insurance receivable or a general intangible,	4259
including a contract, permit, license, or franchise, and which	4260
term prohibits, restricts, or requires the consent of the person	4261
obligated on the promissory note or the account debtor to, the	4262
assignment or transfer of, or creation, attachment, or perfection	4263
of a security interest in, the promissory note,	4264
health-care-insurance receivable, or general intangible, is not	4265
effective to the extent that the term:	4266

(1) Would impair the creation, attachment, or perfection of	4267
a security interest; or	4268

(2) Provides that the assignment or transfer or the	4269
creation, attachment, or perfection of the security interest may	4270
give rise to a default, breach, right of recoupment, claim,	4271
defense, termination, right of termination, or remedy under the	4272
promissory note, health-care-insurance receivable, or general	4273
intangible.	4274

(B) Division (A) applies to a security interest in a payment	4275
intangible or promissory note only if the security interest arises	4276
out of a sale of the payment intangible or promissory note.	4277

(C) A rule of law, statute, or regulation that prohibits,	4278
restricts, or requires the consent of a government, governmental	4279
body or official, person obligated on a promissory note, or	4280
account debtor to the assignment or transfer of, or creation of a	4281
security interest in, a promissory note, health-care-insurance	4282
receivable, or general intangible, including a contract, permit,	4283
license, or franchise between an account debtor and a debtor, is	4284
not effective to the extent that the rule of law, statute, or	4285
regulation:	4286

(1) Would impair the creation, attachment, or perfection	4287
of a security interest; or	4288

(2) Provides that the assignment or transfer or the	4289
creation, attachment, or perfection of the security interest may	4290
give rise to a default, breach, right of recoupment, claim,	4291
defense, termination, right of termination, or remedy under the	4292
promissory note, health-care-insurance receivable, or general	4293
intangible.	4294

(D) To the extent that a term in a promissory note or in an	4295
agreement between an account debtor and a debtor that relates to a	4296
health-care-insurance receivable or general intangible or a rule	4297
of law, statute, or regulation described in division (C) of this	4298
section would be effective under law other than this chapter but	4299
is ineffective under division (A) or (C) of this section,the	4300
creation, attachment, or perfection of a security interest in the	4301
promissory note, health-care-insurance receivable, or general	4302
intangible:	4303

(1) Is not enforceable against the person obligated on the	4304
promissory note or the account debtor;	4305

(2) Does not impose a duty or obligation on the person	4306
obligated on the promissory note or the account debtor;	4307

(3) Does not require the person obligated on the promissory	4308
note or the account debtor to recognize the security interest, pay	4309
or render performance to the secured party, or accept payment or	4310
performance from the secured party;	4311

(4) Does not entitle the secured party to use or assign	4312
the debtor's rights under the promissory note,	4313
health-care-insurance receivable, or general intangible, including	4314
any related information or materials furnished to the debtor in	4315
the transaction giving rise to the promissory note,	4316
health-care-insurance receivable, or general intangible;	4317

(5) Does not entitle the secured party to use, assign,	4318
possess, or have access to any trade secrets or confidential	4319
information of the person obligated on the promissory note or the	4320
account debtor; and	4321

(6) Does not entitle the secured party to enforce the	4322
security interest in the promissory note, health-care-insurance	4323
receivable, or general intangible.	4324

(E) Divisions (A) and (C) of this section do not apply to:

4325

(1) A claim or right to receive compensation for injuries	4326
or sickness as described in section 104(a)(1) or (2) of the	4327
Internal Revenue Code as amended; or	4328

(2) A claim or right to receive benefits under a special	4329
needs trust as described in the "Omnibus Budget Reconciliation Act	4330
of 1993," 107 Stat. 312, 42 U.S.C. 1396p(d)(4), as amended.	4331

(F) Divisions (A), (C), and (E) of this section apply only	4332
to a security interest created on or after July 1, 2001. Nothing	4333
in this section shall supersede the provisions of sections 2323.58	4334
to 2323.587 of the Revised Code. This section shall be	4335
interpreted consistently with sections 2323.58 to 2323.587 of the	4336
Revised Code.	4337

Sec. 1309.409.  (A) A term in a letter of credit or a rule	4338
of law, statute, regulation, custom, or practice applicable to the	4339
letter of credit that prohibits, restricts, or requires the	4340
consent of an applicant, issuer, or nominated person to a	4341
beneficiary's assignment of or creation of a security interest in	4342
a letter-of-credit right is not effective to the extent that the	4343
term or rule or law, statute, regulation, custom, or practice:	4344

(1) Would impair the creation, attachment, or perfection of	4345
a security interest in the letter-of-credit right; or	4346

(2) Provides that the assignment or the creation,	4347
attachment, or perfection of the security interest may give rise	4348
to a default, breach, right of recoupment, claim, defense,	4349
termination, right of termination, or remedy under the	4350
letter-of-credit right.	4351

(B) To the extent that a term in a letter of credit is not	4352
effective under division (A) of this section but would be	4353
effective under law other than this chapter or under a custom or	4354
practice applicable to the letter of credit, to the transfer of a	4355
right to draw or otherwise demand performance under the letter of	4356
credit, or to the assignment of a right to proceeds of the letter	4357
of credit, the creation, attachment, or perfection of a security	4358
interest in the letter-of-credit right:	4359

(1) Is not enforceable against the applicant, issuer,	4360
nominated person, or transferee beneficiary;	4361

(2) Imposes no duties or obligations on the applicant,	4362
issuer, nominated person, or transferee beneficiary; and	4363

(3) Does not require the applicant, issuer, nominated	4364
person, or transferee beneficiary to recognize the security	4365
interest, pay or render performance to the secured party, or	4366
accept payment or other performance from the secured party.	4367

Sec. 1309.501.  (A) Except as provided in division (B) of	4368
this section, if the local law of this state governs perfection of	4369
a security interest or agricultural lien, the office in which to	4370
file a financing statement to perfect the security interest or	4371
agricultural lien is:	4372

(1) The office designated for the filing or recording of a	4373
record of a mortgage on the related real property, if:	4374

(a) The collateral is as-extracted collateral or timber to	4375
be cut; or	4376

(b) The financing statement is filed as a fixture filing,	4377
and the collateral is goods that are or are to become fixtures.	4378

(2) The office of the secretary of state or any office duly	4379
authorized by the secretary of state, in all other cases,	4380
including a case in which the collateral is goods that are or are	4381
to become fixtures, and the financing statement is not filed as a	4382
fixture filing.	4383

(B) The office in which to file a financing statement to	4384
perfect a security interest in collateral, including fixtures, of	4385
a transmitting utility is the office of the secretary of state.	4386
The financing statement also constitutes a fixture filing as to	4387
the collateral indicated in the financing statement that is or is	4388
to become fixtures.	4389

Sec. 1309.502.  (A) Subject to division (B) of this	4390
section, a financing statement is sufficient only if it:	4391

(1) Provides the name of the debtor;

4392

(2) Provides the name of the secured party or a	4393
representative of the secured party; and	4394

(3) Indicates the collateral covered by the financing	4395
statement.	4396

(B) Except as otherwise provided in division (B) of section	4397
1309.501 of the Revised Code, to be sufficient, a financing	4398
statement that covers as-extracted collateral or timber to be cut,	4399
or that is filed as a fixture filing and covers goods that are or	4400
are to become fixtures, shall satisfy division (A) of this section	4401
and also:	4402

(1) Indicate that it covers this type of collateral;

4403

(2) Indicate that it is to be filed in the real property	4404
records;	4405

(3) Provide a description of the real property to which the	4406
collateral is related sufficient to give constructive notice of a	4407
mortgage under the laws of this state if the description were	4408
contained in a record of the mortgage of the real property; and	4409

(4) If the debtor does not have an interest of record in the	4410
real property, provide the name of a record owner.	4411

(C) A record of a mortgage is effective, from the date of	4412
recording, as a financing statement filed as a fixture filing or	4413
as a financing statement covering as-extracted collateral or	4414
timber to be cut only if:	4415

(1) The record indicates the goods or accounts that it	4416
covers;	4417

(2) The goods are or are to become fixtures related to the	4418
real property described in the record, or the collateral is	4419
related to the real property described in the record and is	4420
as-extracted collateral or timber to be cut;	4421

(3) The record satisfies the requirements for a financing	4422
statement contained in this section other than an indication that	4423
it is to be filed in the real property records; and	4424

(4) The record is duly recorded.

4425

(D) A financing statement may be filed before a security	4426
agreement is made or a security interest otherwise attaches.	4427

Sec. 1309.503.  (A) A financing statement sufficiently	4428
provides the name of the debtor:	4429

(1) If the debtor is a registered organization, only if the	4430
financing statement provides the name of the debtor indicated on	4431
the public record of the debtor's jurisdiction of organization	4432
that shows the debtor to have been organized;	4433

(2) If the debtor is a decedent's estate, only if the	4434
financing statement provides the name of the decedent and	4435
indicates that the debtor is an estate;	4436

(3) If the debtor is a trust or a trustee acting with	4437
respect to property held in trust, only if the financing	4438
statement:	4439

(a) Provides the name specified for the trust in its organic	4440
documents or, if no name is specified, provides the name of the	4441
settlor and additional information sufficient to distinguish the	4442
debtor from other trusts having one or more of the same settlors;	4443
and	4444

(b) Indicates, in the debtor's name or otherwise, that the	4445
debtor is a trust or is a trustee acting with respect to property	4446
held in trust.	4447

(4) In other cases:

4448

(a) If the debtor has a name, only if it provides the	4449
individual or organizational name of the debtor; and	4450

(b) If the debtor does not have a name, only if it provides	4451
the names of the partners, members, associates, or other persons	4452
comprising the debtor.	4453

(B) A financing statement that provides the name of the	4454
debtor in accordance with division (A) of this section is not	4455
rendered ineffective by the absence of:	4456

(1) A trade name or other name of the debtor; or

4457

(2) Unless required under division (A)(4)(b) of this	4458
section, names of partners, members, associates, or other persons	4459
comprising the debtor.	4460

(C) A financing statement that provides only the debtor's	4461
trade name does not sufficiently provide the name of the debtor.	4462

(D) Failure to indicate the representative capacity of a	4463
secured party or representative of a secured party does not affect	4464
the sufficiency of a financing statement.	4465

(E) A financing statement may provide the name of more than	4466
one debtor and the name of more than one secured party.	4467

Sec. 1309.504.  A financing statement sufficiently	4468
indicates the collateral that it covers if the financing	4469
statement provides:	4470

(A) A description of the collateral pursuant to section	4471
1309.108 of the Revised Code; or	4472

(B) An indication that the financing statement covers all	4473
assets or all personal property.	4474

Sec. 1309.431.        Sec. 1309.505. (A) A consignor or, lessor,or	4475
other bailor of goods,a licensor, or a buyer of a payment	4476
intangible or promissory note may file a financing statement,or	4477
may comply with a statute or treaty described in division (A) of	4478
section 1309.311 of the Revised Code, using the terms "consignor,"	4479
"consignee," "lessor," "lessee" or the like,""bailor," "bailee,"	4480
"licensor," "licensee," "owner," "registered owner," "buyer,"	4481
"seller," or words of similar import, instead of the terms	4482
specified in section 1309.39 of the Revised Code. The provisions	4483
of sections 1309.38"secured party" and "debtor."	4484

(B) Sections1309.501 to 1309.4311309.527 of the Revised	4485
Code shall apply to the filing of a financing statement under	4486
division (A) of this section and, as appropriate, to such	4487
compliance that is equivalent to filing a financing statement	4488
under division (B) of section 1309.311 of the Revised Code, but	4489
itsthe filing shallor compliance is not of itself be a factor in	4490
determining whether or notwhether the consignment or lease is	4491
intended as security. However, ifcollateral secures an	4492
obligation.If it is determined for other reasonsanother reason	4493
that the consignment or lease is so intendedcollateral secures an	4494
obligation, a security interest ofheld by the consignor or,	4495
lessor which,bailor, licensor, owner, or buyer that attaches to	4496
the consigned or leased goodscollateral is perfected by suchthe	4497
filing or compliance.	4498

Sec. 1309.506.  (A) A financing statement that	4499
substantially satisfies the requirements of sections 1309.501 to	4500
1309.527 of the Revised Code is effective, even if it has minor	4501
errors or omissions, unless the errors or omissions make the	4502
financing statement seriously misleading.	4503

(B) Except as otherwise provided in division (C) of this	4504
section, a financing statement that fails sufficiently to provide	4505
the name of the debtor in accordance with division (A) of section	4506
1309.503 of the Revised Code is seriously misleading.	4507

(C) If a search of the records of the filing office under	4508
the debtor's correct name, using the filing office's standard	4509
search logic, if any, would disclose a financing statement that	4510
fails sufficiently to provide the name of the debtor in accordance	4511
with division (A) of section 1309.503 of the Revised Code, the	4512
name provided does not make the financing statement seriously	4513
misleading.	4514

(D) For purposes of division (B) of section 1309.508 of the	4515
Revised Code, the "debtor's correct name" referred to in division	4516
(C) of this section means the correct name of the new debtor.	4517

Sec. 1309.507.  (A) A filed financing statement remains	4518
effective with respect to collateral that is sold, exchanged,	4519
leased, licensed, or otherwise disposed of and in which a security	4520
interest or agricultural lien continues, even if the secured party	4521
knows of or consents to the disposition.	4522

(B) Except as otherwise provided in division (C) of this	4523
section and section 1309.508 of the Revised Code, a financing	4524
statement is not rendered ineffective if, after the financing	4525
statement is filed, the information provided in the financing	4526
statement becomes seriously misleading under section 1309.506 of	4527
the Revised Code.	4528

(C) If a debtor so changes its name that a filed financing	4529
statement becomes seriously misleading under section 1309.506 of	4530
the Revised Code:	4531

(1) The financing statement is effective to perfect a	4532
security interest in collateral acquired by the debtor before, or	4533
within four months after, the change; and	4534

(2) The financing statement is not effective to perfect a	4535
security interest in collateral acquired by the debtor more than	4536
four months after the change, unless an amendment to the financing	4537
statement that renders the financing statement not seriously	4538
misleading is filed within four months after the change.	4539

Sec. 1309.508.  (A) Except as otherwise provided in this	4540
section, a filed financing statement naming an original debtor is	4541
effective to perfect a security interest in collateral in which a	4542
new debtor has or acquires rights to the extent that the financing	4543
statement would have been effective had the original debtor	4544
acquired rights in the collateral.	4545

(B) If the difference between the name of the original	4546
debtor and that of the new debtor causes a filed financing	4547
statement that is effective under division (A) of this section to	4548
be seriously misleading under section 1309.506 of the Revised	4549
Code:	4550

(1) The financing statement is effective to perfect a	4551
security interest in collateral acquired by the new debtor before,	4552
and within four months after, the new debtor becomes bound under	4553
division (D) of section 1309.203 of the Revised Code; and	4554

(2) The financing statement is not effective to perfect a	4555
security interest in collateral acquired by the new debtor more	4556
than four months after the new debtor becomes bound under division	4557
(D) of section 1309.203 of the Revised Code unless an initial	4558
financing statement providing the name of the new debtor is filed	4559
before the expiration of that time.	4560

(C) This section does not apply to collateral as to which a	4561
filed financing statement remains effective against the new debtor	4562
under division (A) of section 1309.507 of the Revised Code.	4563

Sec. 1309.509.  (A) A person may file an initial financing	4564
statement, amendment that adds collateral covered by a financing	4565
statement, or amendment that adds a debtor to a financing	4566
statement only if:	4567

(1) The debtor authorizes the filing in an authenticated	4568
record or pursuant to division (B) or (C) of this section; or	4569

(2) The person holds an agricultural lien that has become	4570
effective at the time of filing, and the financing statement	4571
covers only collateral in which the person holds an agricultural	4572
lien.	4573

(B) By authenticating or becoming bound as debtor by a	4574
security agreement, a debtor or new debtor authorizes the filing	4575
of an initial financing statement, and an amendment, covering:	4576

(1) The collateral described in the security agreement; and

4577

(2) Property that becomes collateral under division (A)(2)	4578
of section 1309.315 of the Revised Code, whether or not the	4579
security agreement expressly covers proceeds.	4580

(C) By acquiring collateral in which a security interest or	4581
agricultural lien continues under division (A)(1) of section	4582
1309.315 of the Revised Code, a debtor authorizes the filing of an	4583
initial financing statement, and an amendment, covering the	4584
collateral and property that becomes collateral under division	4585
(A)(2) of section 1309.315 of the Revised Code.	4586

(D) A person may file an amendment other than an amendment	4587
that adds collateral covered by a financing statement or an	4588
amendment that adds a debtor to a financing statement only if:	4589

(1) The secured party of record authorizes the filing; or

4590

(2) The amendment is a termination statement for a financing	4591
statement as to which the secured party of record has failed to	4592
file or send a termination statement as required by division (A)	4593
or (C) of section 1309.513 of the Revised Code, the debtor	4594
authorizes the filing, and the termination statement indicates	4595
that the debtor authorized it to be filed.	4596

(E) If there is more than one secured party of record for a	4597
financing statement, each secured party of record may authorize	4598
the filing of an amendment under division (D) of this section.	4599

Sec. 1309.510.  (A) A filed record is effective only to	4600
the extent that it was filed by a person who is permitted to file	4601
it under section 1309.509 of the Revised Code.	4602

(B) A record authorized by one secured party of record does	4603
not affect the financing statement with respect to another secured	4604
party of record.	4605

(C) A continuation statement that is not filed within the	4606
six-month period prescribed by division (D) of section 1309.515 of	4607
the Revised Code is not effective.	4608

Sec. 1309.511.  (A) A secured party of record with respect	4609
to a financing statement is a person whose name is provided as the	4610
name of the secured party or a representative of the secured party	4611
in an initial financing statement that has been filed. If an	4612
initial financing statement is filed under division (A) of section	4613
1309.514 of the Revised Code, the assignee named in the initial	4614
financing statement is the secured party of record with respect to	4615
the financing statement.	4616

(B) If an amendment of a financing statement that provides	4617
the name of a person as a secured party or a representative of a	4618
secured party is filed, the person named in the amendment is a	4619
secured party of record. If an amendment is filed under division	4620
(B) of section 1309.514 of the Revised Code, the assignee named in	4621
the amendment is a secured party of record.	4622

(C) A person remains a secured party of record until an	4623
amendment of the financing statement is filed that deletes the	4624
person as a secured party of record.	4625

Sec. 1309.512.  (A) Subject to section 1309.509 of the	4626
Revised Code, a person may add or delete collateral covered by,	4627
continue or terminate the effectiveness of, or, subject to	4628
division (E) of this section, otherwise amend the information	4629
provided in, a financing statement by filing an amendment that:	4630

(1) Identifies, by its file number, the initial financing	4631
statement to which the amendment relates; and	4632

(2) If the amendment relates to an initial financing	4633
statement filed in a filing office described in division (A)(1)	4634
of section 1309.501 of the Revised Code, provides the date and	4635
time that the initial financing statement was filed and the	4636
information specified in division (B) of section 1309.502 of the	4637
Revised Code.	4638

(B) Except as otherwise provided in section 1309.515 of the	4639
Revised Code, the filing of an amendment does not extend the	4640
period of effectiveness of the financing statement.	4641

(C) A financing statement that is amended by an amendment	4642
that adds collateral is effective as to the added collateral only	4643
from the date of the filing of the amendment.	4644

(D) A financing statement that is amended by an amendment	4645
that adds a debtor is effective as to the added debtor only from	4646
the date of the filing of the amendment.	4647

(E) An amendment is ineffective to the extent it:

4648

(1) Purports to delete all debtors and fails to provide the	4649
name of a debtor to be covered by the financing statement; or	4650

(2) Purports to delete all secured parties of record and	4651
fails to provide the name of a new secured party of record.	4652

Sec. 1309.513.  (A) A secured party shall cause the	4653
secured party of record for a financing statement to file a	4654
termination statement for the financing statement if the financing	4655
statement covers consumer goods and:	4656

(1) There is no obligation secured by the collateral covered	4657
by the financing statement, and no commitment to make an advance,	4658
incur an obligation, or otherwise give value; or	4659

(2) The debtor did not authorize the filing of the initial	4660
financing statement.	4661

(B) To comply with division (A) of this section, a secured	4662
party shall cause the secured party of record to file the	4663
termination statement:	4664

(1) Within one month after there is no obligation secured by	4665
the collateral covered by the financing statement and no	4666
commitment to make an advance, incur an obligation, or otherwise	4667
give value; or	4668

(2) If earlier, within twenty days after the secured party	4669
receives an authenticated demand from a debtor.	4670

(C) In cases not governed by division (A) of this section,	4671
within twenty days after a secured party receives an authenticated	4672
demand from a debtor, the secured party shall cause the secured	4673
party of record for a financing statement to send to the debtor a	4674
termination statement for the financing statement or file the	4675
termination statement in the filing office if:	4676

(1) Except in the case of a financing statement covering	4677
accounts or chattel paper that has been sold or goods that are the	4678
subject of a consignment, there is no obligation secured by the	4679
collateral covered by the financing statement and no commitment to	4680
make an advance, incur an obligation, or otherwise give value;	4681

(2) The financing statement covers accounts or chattel	4682
paper that have been sold but as to which the account debtor or	4683
other person obligated has discharged its obligation;	4684

(3) The financing statement covers goods that were the	4685
subject of a consignment to the debtor but are not in the debtor's	4686
possession; or	4687

(4) The debtor did not authorize the filing of the initial	4688
financing statement.	4689

(D) Except as provided in section 1309.510 of the Revised	4690
Code, upon the filing of a termination statement with the filing	4691
office, the financing statement to which the termination statement	4692
relates ceases to be effective. Except as provided in section	4693
1309.510 of the Revised Code, for purposes of division (G) of	4694
section 1309.519, division (A) of section 1309.522, and division	4695
(C) of section 1309.523 of the Revised Code, the filing with the	4696
filing office of a termination statement relating to a financing	4697
statement that indicates that the debtor is a transmitting utility	4698
also causes the effectiveness of the financing statement to lapse.	4699

Sec. 1309.514.  (A) Except as otherwise provided in	4700
division (C) of this section, an initial financing statement may	4701
reflect an assignment of all of the secured party's power to	4702
authorize an amendment to the financing statement by providing the	4703
name and mailing address of the assignee as the name and address	4704
of the secured party.	4705

(B) Except as provided in division (C) of this section, a	4706
secured party of record may assign of record all or part of its	4707
power to authorize an amendment to a financing statement by filing	4708
in the filing office an amendment of the financing statement that:	4709

(1) Identifies, by its file number, the initial financing	4710
statement to which it relates;	4711

(2) Provides the name of the assignor; and

4712

(3) Provides the name and mailing address of the assignee.

4713

(C) An assignment of record of a security interest in a	4714
fixture covered by a record of a mortgage that is effective as a	4715
financing statement filed as a fixture filing under division (C)	4716
of section 1309.502 of the Revised Code may be made only by an	4717
assignment of record of the mortgage in the manner provided by the	4718
laws of this state other than those contained in Chapters 1301. to	4719
1305. and 1307. to 1310. of the Revised Code.	4720

Sec. 1309.515.  (A) Except as otherwise provided in	4721
divisions (B), (E), (F), and (G) of this section, a filed	4722
financing statement is effective for a period of five years after	4723
the date of filing.	4724

(B) Except as otherwise provided in divisions (E), (F), and	4725
(G) of this section, an initial financing statement filed in	4726
connection with a public-finance transaction or manufactured-home	4727
transaction is effective for a period of thirty years after the	4728
date of filing if it indicates that it is filed in connection with	4729
a public-finance transaction or manufactured-home transaction.	4730

(C) The effectiveness of a filed financing statement lapses	4731
on the expiration of the period of its effectiveness unless,	4732
before the lapse, a continuation statement is filed pursuant to	4733
division (D) of this section. Upon lapse, a financing statement	4734
ceases to be effective, and any security interest or agricultural	4735
lien that was perfected by the financing statement becomes	4736
unperfected, unless the security interest is perfected otherwise.	4737
If the security interest or agricultural lien becomes unperfected	4738
upon lapse, it is deemed never to have been perfected as against a	4739
purchaser of the collateral for value.	4740

(D) A continuation statement may be filed only within six	4741
months before the expiration of the five-year period specified in	4742
division (A) or the thirty-year period specified in division (B)	4743
of this section, whichever is applicable.	4744

(E) Except as provided in section 1309.510 of the Revised	4745
Code, upon timely filing of a continuation statement, the	4746
effectiveness of the initial financing statement continues for a	4747
period of five years commencing on the day on which the financing	4748
statement would have become ineffective in the absence of the	4749
filing. Upon the expiration of the five-year period, the	4750
financing statement lapses in the same manner as provided in	4751
division (C) of this section, unless, before the lapse, another	4752
continuation statement is filed pursuant to division (D) of this	4753
section. Succeeding continuation statements may be filed in the	4754
same manner to continue the effectiveness of the initial financing	4755
statement.	4756

(F) If a debtor is a transmitting utility and a filed	4757
financing statement so indicates, the financing statement is	4758
effective until a termination statement is filed.	4759

(G) A record of a mortgage that is effective as a financing	4760
statement filed as a fixture filing under division (C) of section	4761
1309.502 of the Revised Code remains effective as a financing	4762
statement filed as a fixture filing until the mortgage is released	4763
or satisfied of record or its effectiveness otherwise terminates	4764
as to the real property.	4765

Sec. 1309.516.  (A) Except as provided in division (B) of	4766
this section, communication of a record to a filing office and	4767
tender of the filing fee or acceptance of the record by the filing	4768
office constitutes filing.	4769

(B) Filing does not occur with respect to a record that a	4770
filing office refuses to accept because:	4771

(1) The record is not communicated by a method or medium of	4772
communication authorized by the filing office;	4773

(2) An amount equal to or greater than the applicable	4774
filing fee is not tendered;	4775

(3) The filing office is unable to index the record	4776
because:	4777

(a) In the case of an initial financing statement, the	4778
record does not provide a name for the debtor;	4779

(b) In the case of an amendment or correction statement,	4780
the record:	4781

(i) Does not identify the initial financing statement as	4782
required by section 1309.512 or 1309.518 of the Revised Code, as	4783
applicable; or	4784

(ii) Identifies an initial financing statement whose	4785
effectiveness has lapsed under section 1309.515 of the Revised	4786
Code.	4787

(c) In the case of an initial financing statement that	4788
provides the name of a debtor identified as an individual or an	4789
amendment that provides a name of a debtor identified as an	4790
individual that was not provided previously in the financing	4791
statement to which the record relates, the record does not	4792
identify the debtor's last name; or	4793

(d) In the case of a record filed in the filing office	4794
described in division (A)(1) of section 1309.501 of the Revised	4795
Code, the record does not provide a sufficient description of the	4796
real property to which it relates.	4797

(4) In the case of an initial financing statement or an	4798
amendment that adds a secured party of record, the record does not	4799
provide a name and mailing address for the secured party of	4800
record;	4801

(5) In the case of an initial financing statement or an	4802
amendment that provides a name of a debtor that was not provided	4803
previously in the financing statement to which the amendment	4804
relates, the record does not:	4805

(a) Provide a mailing address for the debtor;

4806

(b) Indicate whether the debtor is an individual or an	4807
organization; or	4808

(c) If the financing statement indicates that the debtor is	4809
an organization, provide:	4810

(i) A type of organization for the debtor; or

4811

(ii) A jurisdiction of organization for the debtor.

4812

(6) In the case of an assignment reflected in an initial	4813
financing statement under division (A) of section 1309.514 of the	4814
Revised Code or an amendment filed under division (B) of section	4815
1309.514 of the Revised Code, the record does not provide a name	4816
and mailing address for the assignee.	4817

(7) In the case of a continuation statement, the record is	4818
not filed within the six-month period prescribed by division (D)	4819
of section 1309.515 of the Revised Code. or	4820

(8) The secretary of state refuses to accept the record for	4821
filing or recording in compliance with division (A) of section	4822
111.24 of the Revised Code.	4823

(C) For purposes of division (B) of this section:

4824

(1) A record does not provide information if the filing	4825
office is unable to read or decipher the information; and	4826

(2) A record that does not indicate that it is an amendment	4827
or identify an initial financing statement to which it relates, as	4828
required by section 1309.512, 1309.514, or 1309.518 of the Revised	4829
Code, is an initial financing statement.	4830

(D) A record that is communicated to the filing office with	4831
tender of the filing fee, but that the filing office refuses to	4832
accept for a reason other than one specified in division (B) of	4833
this section, is effective as a filed record except as against a	4834
purchaser of the collateral that gives value in reasonable	4835
reliance upon the absence of the record from the files.	4836

Sec. 1309.517.  The failure of the filing office to index a	4837
record correctly does not affect the effectiveness of the filed	4838
record.	4839

Sec. 1309.518.  (A) A person may file in the filing office	4840
a correction statement with respect to a record indexed there	4841
under the person's name if the person believes that the record is	4842
inaccurate or was wrongfully filed.	4843

(B) A correction statement must:

4844

(1) Identify the record to which it relates by:

4845

(a) The file number assigned to the initial financing	4846
statement to which the record relates; and	4847

(b) If the correction statement relates to a record filed	4848
in a filing office described in division (A)(1) of section	4849
1309.501 of the Revised Code, the date and time that the initial	4850
financing statement was filed and the information specified in	4851
division (B) of section 1309.502 of the Revised Code;	4852

(2) Indicate that it is a correction statement; and

4853

(3) Provide the basis for the person's belief that the	4854
record is inaccurate and indicate the manner in which the person	4855
believes the record should be amended to cure any inaccuracy or	4856
provide the basis for the person's belief that the record was	4857
wrongfully filed.	4858

(C) The filing of a correction statement does not affect the	4859
effectiveness of an initial financing statement or other filed	4860
record.	4861

Sec. 1309.519.  (A) For each record filed in a filing	4862
office, the filing office shall:	4863

(1) Assign an unique number to the filed record;

4864

(2) Create a record that bears the number assigned to the	4865
filed record and the date and time of filing;	4866

(3) Maintain the filed record for public inspection; and

4867

(4) Index the filed record in accordance with divisions (C),	4868
(D), and (E) of this section.	4869

(B) A file number assigned after January 1, 2002, must	4870
include a digit that:	4871

(1) Is mathematically derived from or related to the other	4872
digits of the file number; and	4873

(2) Aids the filing office in determining whether a number	4874
communicated as the file number includes a single-digit or	4875
transpositional error.	4876

(C) Except as provided in divisions (D) and (E) of this	4877
section, the filing office shall:	4878

(1) Index an initial financing statement according to the	4879
name of the debtor and index all filed records relating to the	4880
initial financing statement in a manner that associates with one	4881
another an initial financing statement and all filed records	4882
relating to the initial financing statement; and	4883

(2) Index a record that provides a name of a debtor that	4884
previously was not provided in the financing statement to which	4885
the record relates also according to the name that previously was	4886
not provided.	4887

(D) If a financing statement is filed as a fixture filing or	4888
covers as-extracted collateral or timber to be cut, it must be	4889
filed for record and the filing office shall index it:	4890

(1) Under the names of the debtor and of each owner of	4891
record shown on the financing statement as if they were the	4892
mortgagors under a mortgage of the real property described; and	4893

(2) To the extent that the laws of this state provide for	4894
indexing of records of mortgages under the name of the mortgagee,	4895
under the name of the secured party as if the secured party were	4896
the mortgagee under the mortgage, or, if indexing is by	4897
description, as if the financing statement were a record of a	4898
mortgage of the real property described.	4899

(E) If a financing statement is filed as a fixture filing or	4900
covers as-extracted collateral or timber to be cut, the filing	4901
office shall index an assignment filed under division (A) of	4902
section 1309.514 of the Revised Code or an amendment filed under	4903
division (B) of that section:	4904

(1) Under the name of the assignor as grantor; and

4905

(2) To the extent that the law of this state provides for	4906
indexing a record of the assignment of a mortgage under the name	4907
of the assignee, under the name of the assignee.	4908

(F) The filing office shall maintain a capability:

4909

(1) To retrieve a record by the name of the debtor and:

4910

(a) If the filing office is described in division (A)(1) of	4911
section 1309.501 of the Revised Code, by the file number assigned	4912
to the initial financing statement to which the record relates and	4913
the date and time that the record was filed;	4914

(b) If the filing office is described in division (A)(2) of	4915
section 1309.501 of the Revised Code, by the file number assigned	4916
to the initial financing statement to which the record relates;	4917
and	4918

(2) To associate and retrieve with one another an initial	4919
financing statement and each filed record relating to the initial	4920
financing statement.	4921

(G) The filing office may not remove a debtor's name from	4922
the index until one year after the effectiveness of a financing	4923
statement naming the debtor lapses under section 1309.515 of the	4924
Revised Code with respect to all secured parties of record.	4925

(H) The filing office shall perform the acts required by	4926
divisions (A) to (E) of this section at the time and in the manner	4927
prescribed by the filing-office rule.	4928

Sec. 1309.520.  (A) A filing office shall refuse to accept	4929
a record for filing for a reason specified in division (B) of	4930
section 1309.516 of the Revised Code and may refuse to accept a	4931
record for filing only for a reason specified in that division.	4932

(B) If a filing office refuses to accept a record for	4933
filing, it shall communicate to the person who presented the	4934
record the fact of and reason for the refusal and the date and	4935
time the record would have been filed had the filing office	4936
accepted it. The communication must be made at the time and in	4937
the manner prescribed by the applicable filing-office rule but, in	4938
the case of a filing office described in division (A)(2) of	4939
section 1309.501 of the Revised Code, in no event more than two	4940
business days after the filing office receives the record.	4941

(C) A filed financing statement that satisfies divisions (A)	4942
and (B) of section 1309.502 of the Revised Code is effective, even	4943
if the filing office is required to refuse to accept it for filing	4944
under division (A) of this section. However, section 1309.338 of	4945
the Revised Code applies to a filed financing statement that	4946
provides information described in division (B)(5) of section	4947
1309.516 of the Revised Code that is incorrect at the time the	4948
financing statement is filed.	4949

(D) If a record communicated to a filing office provides	4950
information that relates to more than one debtor, sections	4951
1309.501 to 1309.527 of the Revised Code apply as to each debtor	4952
separately.	4953

Sec. 1309.521.  (A) A filing office that accepts written	4954
records may not refuse to accept a written initial financing	4955
statement in the following form and format except for a reason	4956
prescribed in division (B) of section 1309.516 of the Revised	4957
Code:	4958

UCC FINANCING STATEMENT

4959

Follow instructions (front and back) carefully.

4960

UCC FINANCING STATEMENT ADDENDUM

5018

Follow instructions (front and back) carefully.

5019

(B) A filing office that accepts written records may not	5076
refuse to accept a written record in the following form and format	5077
except for a reason prescribed in division (B) of section 1309.516	5078
of the Revised Code:	5079

UCC FINANCING STATEMENT AMENDMENT

5080

Follow instructions (front and back) carefully.

5081

UCC FINANCING STATEMENT AMENDMENT ADDENDUM

5136

Follow instructions (front and back) carefully.

5137

Sec. 1309.522.  (A) The filing office shall maintain a	5155
record of the information provided in a filed financing statement	5156
for not less than one year after the effectiveness of the	5157
financing statement has lapsed under section 1309.515 of the	5158
Revised Code with respect to all secured parties of record. The	5159
record must be retrievable by using the name of the debtor and:	5160

(1) If the record was filed in the filing office described	5161
in division (A)(1) of section 1309.501 of the Revised Code, by	5162
using the file number assigned to the initial financing statement	5163
to which the record relates and the date and time that the record	5164
was filed; or	5165

(2) If the record was filed in the filing office described	5166
in division (A)(2) of section 1309.501 of the Revised Code, by	5167
using the file number assigned to the initial financing statement	5168
to which the record relates.	5169

(B) Except as otherwise provided in Chapter 149. of the	5170
Revised Code or any other provision of the Revised Code governing	5171
disposition of public records, the filing office immediately may	5172
destroy any written record evidencing a financing statement.	5173
However, if the filing office destroys a written record, it shall	5174
maintain another record of the financing statement that complies	5175
with division (A) of this section.	5176

Sec. 1309.523.  (A) If a person who files a written record	5177
requests an acknowledgment of the filing, the filing office shall	5178
send to the person an image of the record showing the number	5179
assigned to the record pursuant to division (A)(1) of section	5180
1309.519 of the Revised Code and the date and time of the filing	5181
of the record. However, if the person furnishes a copy of the	5182
record to the filing office, the filing office instead may:	5183

(1) Note upon the copy the number assigned to the record	5184
pursuant to division (A)(1) of section 1309.519 of the Revised	5185
Code and the date and time of the filing of the record; and	5186

(2) Send the copy to the person.

5187

(B) If a person files a record other than a written record,	5188
the filing office shall communicate to the person an	5189
acknowledgment that provides:	5190

(1) The information in the record;

5191

(2) The number assigned to the record pursuant to division	5192
(A)(1) of section 1309.519 of the Revised Code; and	5193

(3) The date and time of the filing of the record.

5194

(C) The filing office shall communicate or otherwise make	5195
available in a record all of the following information to any	5196
person who requests it:	5197

(1) Whether there is on file on a date and time specified	5198
by the filing office, but not a date earlier than three business	5199
days before the filing office receives the request, any financing	5200
statement that:	5201

(a) Designates a particular debtor or, if the request so	5202
states, designates a particular debtor at the address specified in	5203
the request;	5204

(b) Has not lapsed under section 1309.515 of the Revised	5205
Code with respect to all secured parties of record; and	5206

(c) If the request so states, has lapsed under section	5207
1309.515 of the Revised Code and a record of which is maintained	5208
by the filing office under division (A) of section 1309.522 of the	5209
Revised Code;	5210

(2) The date and time of filing of each financing statement;	5211
and	5212

(3) The information provided in each financing statement.

5213

(D) In complying with its duty under division (C) of this	5214
section, the filing office may communicate information in any	5215
medium. However, if requested, the filing office shall	5216
communicate information by issuing a record that can be admitted	5217
into evidence in the courts of this state without extrinsic	5218
evidence of its authenticity.	5219

(E) The filing office shall perform the acts required by	5220
divisions (A) to (D) of this section at the time and in the manner	5221
prescribed by the filing-office rule but not later than two	5222
business days after the filing office receives the request.	5223

(F)(1) At least weekly, the filing office shall offer to	5224
sell or license to the public on a nonexclusive basis, in bulk,	5225
copies of all records filed in it under sections 1309.501 to	5226
1309.527 of the Revised Code, in a medium determined by the	5227
secretary of state.	5228

(2) The secretary of state may adopt rules pursuant to	5229
Chapter 119. of the Revised Code to reasonably limit the number of	5230
bulk commercial special extraction requests made by a person for	5231
the same records or for updated records during a calendar year.	5232
The rules may include provisions for charges to be made for bulk	5233
commercial special extraction requests for the actual cost of the	5234
secretary of state, plus special extraction costs, plus ten per	5235
cent. The secretary of state may charge for expenses for redacting	5236
information, the release of which is prohibited by law.	5237

(3) As used in division (F)(2) of this section:

5238

(a) "Actual cost" means the cost of depleted supplies,	5239
records storage media costs, actual mailing and alternative	5240
delivery costs, or other transmitting costs, and any direct	5241
equipment operating and maintenance costs, including actual costs	5242
paid to private contractors for copying services.	5243

(b) "Bulk commercial special extraction request" means a	5244
request for copies of a record for information in a format other	5245
than the format already available, or information that cannot be	5246
extracted without examination of all items in a records series,	5247
class of records, or data base by a person who intends to use or	5248
forward the copies for surveys, marketing, solicitation, or resale	5249
for commercial purposes. "Bulk commercial special extraction	5250
request" does not include a request by a person who gives	5251
assurance to the secretary of state that the person making the	5252
request does not intend to use or forward the requested copies for	5253
surveys, marketing, solicitation, or resale for commercial	5254
purposes.	5255

(c) "Commercial" means profit-seeking production, buying, or	5256
selling of any good, service, or other product.	5257

(d) "Special extraction costs" means the cost of the time	5258
spent by the lowest paid employee competent to perform the task,	5259
the actual amount paid to outside private contractors employed by	5260
the secretary of state, or the actual cost incurred to create	5261
computer programs to make the special extraction. "Special	5262
extraction costs" include any charges paid to a public agency for	5263
computer or records services.	5264

(4) For purposes of divisions (F)(2) and (3) of this section,	5265
"commercial surveys, marketing, solicitation, or resale" shall be	5266
narrowly construed and does not include reporting or gathering	5267
news, reporting or gathering information to assist citizen	5268
oversight or understanding of the operation or activities of	5269
government, or nonprofit educational research.	5270

Sec. 1309.524.  Delay by the filing office beyond a time	5271
limit prescribed by sections 1309.501 to 1309.527 of the Revised	5272
Code is excused if:	5273

(A) The delay is caused by interruption of communication or	5274
computer facilities, war, emergency conditions, failure of	5275
equipment, or other circumstances beyond control of the filing	5276
office; and	5277

(B) The filing office exercises reasonable diligence under	5278
the circumstances.	5279

Sec. 1309.525.  (A) Except as provided in division (C) of	5280
this section, the fee for filing and indexing a record under	5281
sections 1309.501 to 1309.527 of the Revised Code is twelve	5282
dollars.	5283

(B) The fee for responding to a request for information from	5284
the filing office, including for communicating whether there is on	5285
file any financing statement naming a particular debtor is:	5286

(1) Twenty dollars if the request is communicated in writing,	5287
and	5288

(2) Twenty dollars if the request is communicated by another	5289
medium authorized by the filing office rule.	5290

However, the fee otherwise required under division (B) of	5291
this section is five dollars if the request is limited to	5292
communicating only whether there is on file any financing	5293
statement naming a particular debtor and the name of the secured	5294
party or record relating thereto. Division (B) of this section	5295
does not require that a fee be charged for remote access searching	5296
of the filing office data base.	5297

(C) This section does not require a fee with respect to a	5298
record of a mortgage that is effective as a financing statement	5299
filed as a fixture filing or as a financing statement covering	5300
as-extracted collateral or timber to be cut under division (C) of	5301
section 1309.502 of the Revised Code. However, the recording and	5302
satisfaction fees that otherwise would be applicable to the record	5303
of the mortgage apply.	5304

(D) Any person may request from the secretary of state a	5305
copy of any financing statement naming a particular debtor, owner,	5306
or lessee, and of any statement of assignment of the financing	5307
agreement, that is on file with the secretary of state. The	5308
request shall be made in writing to the secretary of state, and	5309
the secretary of state shall charge and collect a fee of five	5310
dollars for each copy requested.	5311

Sec. 1309.526.  (A) The secretary of state shall adopt	5312
rules to implement this chapter. The filing-office rules shall	5313
be:	5314

(1) Consistent with this chapter; and

5315

(2) Adopted in accordance with Chapter 119. of the Revised	5316
Code.	5317

(B) To keep the filing-office rules and practices of the	5318
filing office in harmony with the rules and practices of filing	5319
offices in other jurisdictions that enact substantially sections	5320
1309.501 to 1309.527 of the Revised Code, and to keep the	5321
technology used by the filing office compatible with the	5322
technology used by filing offices in other jurisdictions that	5323
enact substantially those sections, the secretary of state, so far	5324
as is consistent with the purposes, policies, and provisions of	5325
this chapter, shall do all of the following in adopting, amending,	5326
and repealing filing-office rules:	5327

(1) Consult with filing offices in other jurisdictions that	5328
enact substantially sections 1309.501 to 1309.527 of the Revised	5329
Code;	5330

(2) Consult the most recent version of the model rules	5331
promulgated by the international association of corporate	5332
administrators or any successor organization; and	5333

(3) Take into consideration the rules and practices of, and	5334
the technology used by, filing offices in other jurisdictions that	5335
enact substantially sections 1309.501 to 1309.527 of the Revised	5336
Code.	5337

Sec. 1309.527.  The secretary of state shall report by	5338
December 31 in each even-numbered year to the general assembly on	5339
the operation of the filing office. The report shall contain a	5340
statement of the extent to which:	5341

(A) The filing-office rules are not in harmony with the	5342
rules of filing offices in other jurisdictions that enact	5343
substantially sections 1309.501 to 1309.527 of the Revised Code	5344
and the reasons for these variations; and	5345

(B) The filing-office rules are not in harmony with the	5346
most recent version of the model rules promulgated by the	5347
international association of corporate administrators, or any	5348
successor organization, and the reasons for these variations.	5349

Sec. 1309.401.        Sec. 1309.528. Through June 30, 2001, four dollars	5350
and fifty cents, and, on and after July 1, 2001, four dollars, of	5351
each fee collected by the secretary of state under sections	5352
1309.42 and 1309.43 and divisions (E) and (H) of section 1309.40	5353
of the Revised Code, and all of the fees collected by the	5354
secretary of state under section 1309.402(A) All fees collected	5355
by the secretary of state for filings under Title XIII or XVII of	5356
the Revised Code, shall be deposited in the state treasury to the	5357
credit of the corporate and uniform commercial code filing fund,	5358
which is hereby created. The remainder of each such fee shall be	5359
deposited in the general revenue fund. All moneys credited to the	5360
corporate and uniform commercial code filing fund, subject to	5361
division (B) of this section, shall be used only for the purpose	5362
of paying for the operations of the office of the secretary of	5363
state, other than the division of elections, and for the purpose	5364
of paying for expenses relating to the processing of filings under	5365
Title XIII or XVII and Chapter 1329. of the Revised Code and the	5366
uniform commercial code.	5367

(B) There is hereby created the secretary of state business	5368
technology fund. One per cent of the money credited to the	5369
corporate and uniform commercial code filing fund created in	5370
division (A) of this section shall be transferred to the credit of	5371
this fund. All moneys credited to this fund shall be used only	5372
for the upkeep, improvement, or replacement of equipment, or for	5373
the purpose of training employees in the use of equipment, used to	5374
conduct business of the secretary of state's office under Title	5375
XIII or XVII of the Revised Code.	5376

Sec. 1309.529. (A) The secretary of state shall distribute	5377
to the county recorders of the counties of this state an amount	5378
equal to the fees collected by the secretary of state for filing	5379
and indexing financing statements communicated to the office of	5380
the secretary of state in writing under division (A) of section	5381
1309.525 of the Revised Code, to the extent that the general	5382
assembly appropriates money for that purpose, multiplied by the	5383
following percentages:	5384

(1) For the period of July 1, 2001, to June 30, 2002, that	5385
amount multiplied by fifty per cent.	5386

(2) For the period of July 1, 2002, to June 30, 2003, that	5387
amount multiplied by forty per cent.	5388

(3) For the period of July 1, 2003, to June 30, 2004, that	5389
amount multiplied by thirty per cent.	5390

(4) For the period of July 1, 2004, to June 30, 2005, that	5391
amount multiplied by twenty per cent.	5392

(5) For the period of July 1, 2005, to June 30, 2006, that	5393
amount multiplied by ten per cent.	5394

(B) The secretary of state shall make distributions to the	5395
county recorders pursuant to division (A) of this section so that	5396
the county recorder of each county receives a share of the	5397
aggregate amount so distributed equal to, as nearly as may be, the	5398
percentage that the fees collected by that county recorder under	5399
sections 1309.38 to 1309.431 of the Revised Code for calendar year	5400
1998 bore to the total of the fees collected by the county	5401
recorders of all counties under those sections for that calendar	5402
year. The percentage allocations among the county recorders of	5403
the counties shall be based upon the fee collection information	5404
for calendar year 1998 for each county provided to the secretary	5405
of state on or before October 31, 2001, by the association of	5406
county recorders of this state. The secretary of state may	5407
distribute those amounts from time to time as the secretary of	5408
state so determines but no less frequently than annually, and in	5409
any case shall commence those distributions not later than	5410
September 30, 2002.	5411

Sec. 1309.601.  (A) After default, a secured party has the	5412
rights provided in sections 1309.601 to 1309.628 of the Revised	5413
Code and, except as otherwise provided in section 1309.602 of the	5414
Revised Code, those provided by agreement of the parties. A	5415
secured party:	5416

(1) May reduce a claim to judgment, foreclose, or otherwise	5417
enforce the claim, security interest, or agricultural lien by any	5418
available judicial procedure; and	5419

(2) If the collateral is documents, proceed either as to the	5420
documents or as to the goods they cover.	5421

(B) A secured party in possession of collateral or control	5422
of collateral under section 1309.104, 1309.105, 1309.106, or	5423
1309.107 of the Revised Code has the rights and duties provided in	5424
section 1309.207 of the Revised Code.	5425

(C) The rights under divisions (A) and (B) of this section	5426
are cumulative and may be exercised simultaneously.	5427

(D) Except as otherwise provided in division (G) of this	5428
section and section 1309.605 of the Revised Code, after default, a	5429
debtor and an obligor have the rights provided in sections	5430
1309.601 to 1309.628 of the Revised Code and by agreement of the	5431
parties.	5432

(E) If a secured party has reduced its claim to judgment,	5433
the lien of any levy that may be made upon the collateral by	5434
virtue of an execution based upon the judgment relates back to the	5435
earliest of:	5436

(1) The date of perfection of the security interest or	5437
agricultural lien in the collateral;	5438

(2) The date of filing a financing statement covering the	5439
collateral; or	5440

(3) Any date specified in a statute under which the	5441
agricultural lien was created.	5442

(F) A sale pursuant to an execution is a foreclosure of the	5443
security interest or agricultural lien by judicial procedure	5444
within the meaning of this section. A secured party may purchase	5445
at the sale and after the sale may hold the collateral free of any	5446
other requirements of this chapter.	5447

(G) Except as provided in division (C) of section 1309.607	5448
of the Revised Code, sections 1309.601 to 1309.628 of the Revised	5449
Code do not impose any duties upon a secured party who is a	5450
consignor or a buyer of accounts, chattel paper, payment	5451
intangibles, or promissory notes.	5452

Sec. 1309.602.  Except as otherwise provided in section	5453
1309.624 of the Revised Code, to the extent that they give rights	5454
to a debtor or obligor and impose duties on a secured party, the	5455
debtor or obligor may not waive or vary the following provisions	5456
of the Revised Code;	5457

(A) Division (B)(4)(c) of section 1309.207 of the Revised	5458
Code, which relates to the use and operation of the collateral by	5459
the secured party;	5460

(B) Section 1309.210 of the Revised Code, which relates to	5461
requests for an accounting and requests concerning a list of	5462
collateral and statement of account;	5463

(C) Division (C) of section 1309.607 of the Revised Code,	5464
which relates to the collection and enforcement of collateral;	5465

(D) Division (A) of section 1309.608 and division (C) of	5466
section 1309.615 of the Revised Code to the extent that they	5467
relate to the application or payment of noncash proceeds of	5468
collection, enforcement, or disposition;	5469

(E) Division (A) of section 1309.608 and division (D) of	5470
section 1309.615 of the Revised Code to the extent that they	5471
require accounting for or payment of surplus proceeds of	5472
collateral;	5473

(F) Section 1309.609 of the Revised Code to the extent that	5474
it imposes upon a secured party who takes possession of collateral	5475
without judicial process the duty to do so without breach of the	5476
peace;	5477

(G) Division (B) of section 1309.610 and sections 1309.611,	5478
1309.613, and 1309.614 of the Revised Code, which relate to the	5479
disposition of collateral;	5480

(H) Division (F) of section 1309.615, which relates to the	5481
calculation of a deficiency or surplus when a disposition is made	5482
to the secured party, a person related to the secured party, or a	5483
secondary obligor;	5484

(I) Section 1309.616 of the Revised Code, which relates to	5485
the explanation of the calculation of a surplus or deficiency;	5486

(J) Sections 1309.620, 1309.621, and 1309.622 of the Revised	5487
Code, which relate to the acceptance of collateral in satisfaction	5488
of obligation;	5489

(K) Section 1309.623 of the Revised Code, which relates to	5490
redemption of collateral;	5491

(L) Section 1309.624 of the Revised Code, which relates to	5492
permissible waivers; and	5493

(M) Sections 1309.625 and 1309.626 of the Revised Code,	5494
which relate to the secured party's liability for failure to	5495
comply with this chapter.	5496

Sec. 1309.603.  (A) The parties may determine by	5497
agreement the standards measuring the fulfillment of the rights of	5498
a debtor or obligor and the duties of a secured party under	5499
section 1309.602 of the Revised Code if the standards are not	5500
manifestly unreasonable.	5501

(B) Division (A) of this section does not apply to the duty	5502
imposed under section 1309.609 of the Revised Code to refrain from	5503
breaching the peace.	5504

Sec. 1309.604.  (A) If a security agreement covers both	5505
personal and real property, a secured party may proceed:	5506

(1) Under sections 1309.601 to 1309.628 of the Revised Code	5507
as to the personal property without prejudicing any rights with	5508
respect to the real property; or	5509

(2) As to both the personal property and the real property,	5510
in accordance with the rights with respect to the real property,	5511
in which case the other provisions of sections 1309.601 to	5512
1309.628 of the Revised Code do not apply.	5513

(B) Subject to division (C) of this section, if a security	5514
agreement covers goods that are or become fixtures, a secured	5515
party may proceed:	5516

(1) Under sections 1309.601 to 1309.628 of the Revised Code;	5517
or	5518

(2) In accordance with the rights with respect to real	5519
property, in which case the other provisions of sections 1309.601	5520
to 1309.628 of the Revised Code do not apply.	5521

(C) Subject to the other provisions of sections 1309.601 to	5522
1309.628 of the Revised Code, if a secured party holding a	5523
security interest in fixtures has priority over all owners and	5524
encumbrancers of the real property, the secured party, after	5525
default, may remove the collateral from the real property.	5526

(D) A secured party who removes collateral shall reimburse	5527
promptly any encumbrancer or owner of the real property, other	5528
than the debtor, for the cost of repair of any physical injury	5529
caused by the removal. The secured party need not reimburse the	5530
encumbrancer or owner for any diminution in value of the real	5531
property caused by the absence of the goods removed or by any	5532
necessity of replacing them. A person entitled to reimbursement	5533
may refuse permission to remove until the secured party gives	5534
adequate assurance for the performance of the obligation to	5535
reimburse.	5536

Sec. 1309.605.  A secured party does not owe a duty based	5537
on its status as secured party:	5538

(A) To a person who is a debtor or obligor, unless the	5539
secured party knows:	5540

(1) That the person is a debtor or obligor;

5541

(2) The identity of the person; and

5542

(3) How to communicate with the person; or

5543

(B) To a secured party or lienholder who has filed a	5544
financing statement against a person, unless the secured party	5545
knows:	5546

(1) That the person is a debtor; and

5547

(2) The identity of the person.

5548

Sec. 1309.606.  For purposes of sections 1309.601 to	5549
1309.628 of the Revised Code, a default occurs in connection with	5550
an agricultural lien at the time the secured party becomes	5551
entitled to enforce the lien in accordance with the statute under	5552
which it was created.	5553

Sec. 1309.607.  (A) If so agreed, and in any event after	5554
default, a secured party:	5555

(1) May notify an account debtor or other person obligated	5556
on collateral to make payment or otherwise render performance to	5557
or for the benefit of the secured party;	5558

(2) May take any proceeds to which the secured party is	5559
entitled under section 1309.315 of the Revised Code;	5560

(3) May enforce the obligations of an account debtor or	5561
other person obligated on collateral and exercise the rights of	5562
the debtor with respect to the obligation of the account debtor or	5563
other person obligated on collateral to make payment or otherwise	5564
render performance to the debtor, and with respect to any property	5565
that secures the obligations of the account debtor or other person	5566
obligated on the collateral;	5567

(4) If it holds a security interest in a deposit account	5568
perfected by control under division (A)(1) of section 1309.104 of	5569
the Revised Code, may apply the balance of the deposit account to	5570
the obligation secured by the deposit account; and	5571

(5) If it holds a security interest in a deposit account	5572
perfected by control under division (A)(2) or (3) of section	5573
1309.104 of the Revised Code, may instruct the bank to pay the	5574
balance of the deposit account to or for the benefit of the	5575
secured party.	5576

(B) If necessary to enable a secured party to exercise the	5577
right of a debtor to enforce a mortgage nonjudicially under	5578
division (A)(3) of this section, the secured party may record in	5579
the office in which a record of the mortgage is recorded:	5580

(1) A copy of the security agreement that creates or	5581
provides for a security interest in the obligation secured by the	5582
mortgage; and	5583

(2) The secured party's sworn affidavit in recordable form	5584
stating that:	5585

(a) A default has occurred; and

5586

(b) The secured party is entitled to enforce the	5587
mortgage nonjudicially.	5588

(C) A secured party shall proceed in a commercially	5589
reasonable manner if the secured party:	5590

(1) Undertakes to collect from or enforce an obligation of	5591
an account debtor or other person obligated on collateral; and	5592

(2) Is entitled to charge back uncollected collateral or	5593
otherwise to full or limited recourse against the debtor or a	5594
secondary obligor.	5595

(D) A secured party may deduct from the collections made	5596
pursuant to division (C) of this section reasonable expenses of	5597
collection and enforcement, including reasonable attorney's fees	5598
and legal expenses incurred by the secured party.	5599

(E) This section does not determine whether an account	5600
debtor, bank, or other person obligated on collateral owes a duty	5601
to a secured party.	5602

Sec. 1309.608.  (A) If a security interest or agricultural	5603
lien secures payment or performance of an obligation, the	5604
following rules apply:	5605

(1) A secured party shall apply or pay over for application	5606
the cash proceeds of collection or enforcement under section	5607
1309.607 of the Revised Code in the following order:	5608

(a) The reasonable expenses of collection and enforcement	5609
and, to the extent provided for by agreement and not prohibited by	5610
law, reasonable attorney's fees and legal expenses incurred by the	5611
secured party;	5612

(b) The satisfaction of obligations secured by the security	5613
interest or agricultural lien under which the collection or	5614
enforcement is made; and	5615

(c) The satisfaction of obligations secured by any	5616
subordinate security interest in or other lien on the collateral	5617
subject to the security interest or agricultural lien under which	5618
the collection or enforcement is made if the secured party	5619
receives an authenticated demand for proceeds before distribution	5620
of the proceeds is completed.	5621

(2) If requested by a secured party, a holder of a	5622
subordinate security interest or other lien shall furnish	5623
reasonable proof of the interest or lien within a reasonable time.	5624
Unless the holder complies, the secured party is not required to	5625
comply with the holder's demand made under division (A)(1)(c) of	5626
this section.	5627

(3) A secured party is not required to apply or pay over	5628
for application noncash proceeds of collection and enforcement	5629
under section 1309.607 of the Revised Code unless the failure to	5630
do so would be commercially unreasonable. A secured party who	5631
applies or pays over for application noncash proceeds shall do so	5632
in a commercially reasonable manner.	5633

(4) A secured party shall account to and pay a debtor for	5634
any surplus, and the obligor is liable for any deficiency.	5635

(B) If the underlying transaction is a sale of accounts,	5636
chattel paper, payment intangibles, or promissory notes, the	5637
debtor is not entitled to any surplus, and the obligor is not	5638
liable for any deficiency.	5639

Sec. 1309.609.  (A) After default, a secured party:

5640

(1) May take possession of the collateral; and

5641

(2) Without removal, may render equipment unusable and	5642
dispose of collateral on a debtor's premises under section	5643
1309.610 of the Revised Code.	5644

(B) A secured party may act under division (A) of this	5645
section:	5646

(1) Pursuant to judicial process; or

5647

(2) Without judicial process if it acts without breach of	5648
the peace.	5649

(C) If so agreed, and in any event after default, a secured	5650
party may require the debtor to assemble the collateral and make	5651
it available to the secured party at a place that is designated by	5652
the secured party and that is reasonably convenient to both	5653
parties.	5654

Sec. 1309.610.  (A) After default, a secured party may	5655
sell, lease, license, or otherwise dispose of any or all of the	5656
collateral in its present condition or following any commercially	5657
reasonable preparation or processing.	5658

(B) Every aspect of a disposition of collateral, including	5659
the method, manner, time, place, and other terms, must be	5660
commercially reasonable. If commercially reasonable, a secured	5661
party may dispose of collateral by public or private proceedings,	5662
by one or more contracts, as a unit or in parcels, at any time and	5663
place, and on any terms.	5664

(C) A secured party may purchase collateral:

5665

(1) At a public disposition; or

5666

(2) At a private disposition, but only if the collateral is	5667
of a kind that is customarily sold on a recognized market or the	5668
subject of widely distributed standard price quotations.	5669

(D) A contract for a sale, lease, license, or other	5670
disposition includes the warranties relating to title, possession,	5671
quiet enjoyment, and the like that by operation of law accompany a	5672
voluntary disposition of property of the kind subject to the	5673
contract.	5674

(E) A secured party may disclaim or modify warranties under	5675
division (D) of this section:	5676

(1) In a manner that would be effective to disclaim or	5677
modify the warranties in a voluntary disposition of property of	5678
the kind subject to the contract of disposition; or	5679

(2) By communicating to the purchaser a record evidencing	5680
the contract for disposition and including an express disclaimer	5681
or modification of the warranties.	5682

(F) A record is sufficient to disclaim warranties under	5683
division (E) of this section if it indicates "There is no warranty	5684
relating to title, possession, quiet enjoyment, or the like in	5685
this disposition" or uses words of similar import.	5686

Sec. 1309.611.  (A) As used in this section, "notification	5687
date" means the earlier of the date on which:	5688

(1) A secured party sends to the debtor and any secondary	5689
obligor an authenticated notification of disposition. or	5690

(2) The debtor and any secondary obligor waive the right to	5691
notification.	5692

(B) Except as provided in division (D) of this section, a	5693
secured party who disposes of collateral under section 1309.610 of	5694
the Revised Code shall send a reasonable authenticated	5695
notification of disposition to the persons specified in division	5696
(C) of this section.	5697

(C) To comply with division (B) of this section, the secured	5698
party shall send an authenticated notification of disposition to:	5699

(1) The debtor;

5700

(2) Any secondary obligor; and

5701

(3) If the collateral is other than consumer goods:

5702

(a) Any other person from whom the secured party has	5703
received, before the notification date, an authenticated	5704
notification of a claim of an interest in the collateral;	5705

(b) Any other secured party or lienholder who, ten days	5706
before the notification date, held a security interest in or other	5707
lien on the collateral perfected by the filing of a financing	5708
statement that:	5709

(i) Identified the collateral;

5710

(ii) Was indexed under the debtor's name as of that date;	5711
and	5712

(iii) Was filed in the office in which to file a financing	5713
statement against the debtor covering the collateral as of that	5714
date; and	5715

(c) Any other secured party who, ten days before the	5716
notification date, held a security interest in the collateral	5717
perfected by compliance with a statute, rule, or treaty described	5718
in division (A) of section 1309.311 of the Revised Code.	5719

(D) Division (B) of this section does not apply if the	5720
collateral is perishable or threatens to decline speedily in value	5721
or is of a type customarily sold on a recognized market.	5722

(E) A secured party complies with the requirement for	5723
notification prescribed by division (C)(3)(b) of this section if:	5724

(1) Not later than twenty days nor earlier than thirty days	5725
before the notification date, the secured party requests, in a	5726
commercially reasonable manner, information concerning financing	5727
statements indexed under the debtor's name in the office indicated	5728
in division (C)(3)(b) of this section; and	5729

(2) Before the notification date, the secured party:

5730

(a) Did not receive a response to the request for	5731
information; or	5732

(b) Received a response to the request for information and	5733
sent an authenticated notification of disposition to each secured	5734
party or other lienholder named in that response whose financing	5735
statement covered the collateral.	5736

Sec. 1309.612.  (A) Except as otherwise provided in	5737
division (B) of this section, whether a notification is sent	5738
within a reasonable time is a question of fact.	5739

(B) A notification of disposition sent after default and ten	5740
days or more before the earliest time of disposition set forth in	5741
the notification is sent within a reasonable time before the	5742
disposition.	5743

Sec. 1309.613.  (A) Except in a consumer-goods transaction,	5744
all of the following rules apply to a notification of disposition	5745
of collateral and to a disposition of collateral:	5746

(1) The contents of a notification of disposition are	5747
sufficient if the notification:	5748

(a) Describes the debtor and the secured party;

5749

(b) Describes the collateral that is the subject of the	5750
intended disposition;	5751

(c) States the method of intended disposition;

5752

(d) States that the debtor is entitled to an accounting of	5753
the unpaid indebtedness and states the charge, if any, for an	5754
accounting; and	5755

(e) States the time and place of a public disposition or	5756
the time after which any other disposition is to be made.	5757

(2) Whether the contents of a notification that lacks any of	5758
the information specified in division (A)(1) of this section are	5759
nevertheless sufficient is a question of fact.	5760

(3) The contents of a notification providing substantially	5761
the information specified in division (A)(1) of this section are	5762
sufficient, even if the notification includes:	5763

(a) Information not specified by that division; or

5764

(b) Minor errors that are not seriously misleading.

5765

(4) A particular phrasing of the notification is not	5766
required.	5767

(B) The following form of notification and the form	5768
appearing in division (B) of section 1309.614 of the Revised Code,	5769
when completed, each provides sufficient information:	5770

"NOTIFICATION OF DISPOSITION OF COLLATERAL

5771

To:(Name of debtor, obligor, or other person to whom the	5772
notification is sent)	5773

From:(Name, address, and telephone number of secured party)

5774

Name of Debtor(s):(Include only if debtor(s) are not an	5775
addressee)	5776

(FOR A PUBLIC DISPOSITION:)

5777

We will sell (or lease or license, as applicable) the	5778
(describe collateral) to the highest qualified bidder in public as	5779
follows:	5780

Day and Date:.............

5781

Time:.....................

5782

Place:....................

5783

(FOR A PRIVATE DISPOSITION:)

5784

We will sell (or lease or license, as applicable) the	5785
(describe collateral) privately sometime after (day and date).	5786

You are entitled to an accounting of the unpaid indebtedness	5787
secured by the property that we intend to sell (or lease or	5788
license, as applicable) (for a charge of $.........). You may	5789
request an accounting by calling us at (telephone number)."	5790

Sec. 1309.614.  (A) In a consumer-goods transaction, the	5791
following rules apply:	5792

(1) A notification of disposition must provide all of the	5793
following information:	5794

(a) The information specified in division (A)(1) of section	5795
1309.613 of the Revised Code;	5796

(b) A description of any liability for a deficiency of the	5797
person to whom the notification is sent;	5798

(c) A telephone number from which the amount that must be	5799
paid to the secured party to redeem the collateral under section	5800
1309.623 of the Revised Code is available; and	5801

(d) A telephone number or mailing address from which	5802
additional information concerning the disposition and the	5803
obligation secured is available.	5804

(2) A particular phrasing of the notification is not	5805
required.	5806

(B) The following form of notification of disposition, when	5807
completed, provides sufficient information:	5808

"(Name and address of secured party)

5809

(Date)

5810

NOTICE OF OUR PLAN TO SELL PROPERTY

5811

(Name and address of any obligor who is also a debtor)

5812

Subject: (Identification of Transaction)

5813

We have your (describe collateral), because you broke	5814
promises in our agreement.	5815

(For a public disposition)

5816

We will sell (describe collateral) at public sale. A sale	5817
could include a lease or license. The sale will be held as	5818
follows:	5819

Day and date:...............

5820

Time:.......................

5821

Place:......................

5822

You may attend the sale and bring bidders if you want.

5823

(For a private disposition)

5824

We will sell (describe collateral) at private sale sometime	5825
after (date). A sale could include a lease or license.	5826

The money that we get from the sale (after paying our costs)	5827
will reduce the amount you owe. If we get less money than you	5828
owe, you (will or will not, as applicable)still owe us the	5829
difference. If we get more money than you owe, you will get the	5830
extra money, unless we must pay it to someone else. You can get	5831
the property back at any time before we sell it by paying us the	5832
full amount you owe (not just the past due payments), including	5833
our expenses. To learn the exact amount you must pay, call us at	5834
(telephone number).	5835

If you want us to explain to you in writing how we have	5836
figured the amount that you owe us, you may call us at (telephone	5837
number) (or write us at (secured party's address)) and request a	5838
written explanation. (We will charge you $........ for the	5839
explanation if we sent you another written explanation of the	5840
amount you owe us within the last six months.)	5841

If you need more information about the sale, call us at	5842
(telephone number) (or write us at (secured party's address)).	5843

We are sending this notice to the following other people who	5844
have an interest in (describe collateral)or who owe money under	5845
your agreement:	5846

(Names of all other debtors and obligors, if any)."

5847

(C) A notification in, the form contained in division (B) of	5848
this section is sufficient, even if additional information appears	5849
at the end of the form.	5850

(D) A notification in the form of division (B) of this	5851
section is sufficient, even if it includes errors in information	5852
not required by division (A)(1) of this section, unless the error	5853
is misleading with respect to rights arising under this chapter.	5854

(E) If a notification under this section is not in the form	5855
contained in division (B) of this section, law other than this	5856
chapter determines the effect of including information not	5857
required by division (A)(1) of this section.	5858

Sec. 1309.615.  (A) A secured party shall apply or pay	5859
over for application the cash proceeds of disposition under	5860
section 1309.610 of the Revised Code in the following order to:	5861

(1) The reasonable expenses of retaking, holding, preparing	5862
for disposition, processing, and disposing, and, to the extent	5863
provided for by agreement and not prohibited by law, reasonable	5864
attorney's fees and legal expenses incurred by the secured party;	5865

(2) The satisfaction of obligations secured by the security	5866
interest or agricultural lien under which the disposition is made;	5867

(3) The satisfaction of obligations secured by any	5868
subordinate security interest in or other subordinate lien on the	5869
collateral if:	5870

(a) The secured party receives from the holder of the	5871
subordinate security interest or other lien an authenticated	5872
demand for proceeds before distribution of the proceeds is	5873
completed; and	5874

(b) In a case in which a consignor has an interest in the	5875
collateral, the subordinate security interest or other lien is	5876
senior to the interest of the consignor; and	5877

(4) A secured party who is a consignor of the collateral if	5878
the secured party receives from the consignor an authenticated	5879
demand for proceeds before distribution of the proceeds is	5880
completed.	5881

(B) If a secured party so requests, a holder of a	5882
subordinate security interest or other lien shall furnish	5883
reasonable proof of the interest or lien within a reasonable time.	5884
Unless the holder does so, the secured party is not required to	5885
comply with the holder's demand under division (A)(3) of this	5886
section.	5887

(C) A secured party is not required to apply or pay over for	5888
application noncash proceeds of disposition under section 1309.610	5889
unless the failure to do so would be commercially unreasonable. A	5890
secured party who applies or pays over for application noncash	5891
proceeds shall do so in a commercially reasonable manner.	5892

(D) If the security interest under which a disposition is	5893
made secures payment or performance of an obligation, after making	5894
the payments and applications required by division (A) of this	5895
section and permitted by division (C) of this section:	5896

(1) Unless division (A)(4) of this section requires the	5897
secured party to apply or pay over cash proceeds to a consignor,	5898
the secured party shall account to and pay a debtor for any	5899
surplus; and	5900

(2) The obligor is liable for any deficiency.

5901

(E) If the underlying transaction is a sale of accounts,	5902
chattel paper, payment intangibles, or promissory notes, the	5903
debtor is not entitled to any surplus, and the obligor is not	5904
liable for any deficiency.	5905

(F) The surplus or deficiency following a disposition is	5906
calculated based on the amount of proceeds that would have been	5907
realized in a disposition complying with sections 1309.601 to	5908
1309.628 of the Revised Code to a transferee other than the	5909
secured party, a person related to the secured party, or a	5910
secondary obligor if:	5911

(1) The transferee in the disposition is the secured party,	5912
a person related to the secured party, or a secondary obligor; and	5913

(2) The amount of proceeds of the disposition is	5914
significantly below the range of proceeds that a complying	5915
disposition to a person other than the secured party, a person	5916
related to the secured party, or a secondary obligor would have	5917
brought.	5918

(G) A secured party who receives cash proceeds of a	5919
disposition in good faith and without knowledge that the receipt	5920
violates the rights of the holder of a security interest or other	5921
lien that is not subordinate to the security interest or	5922
agricultural lien under which the disposition is made:	5923

(1) Takes the cash proceeds free of the security interest	5924
or other lien;	5925

(2) Is not obligated to apply the proceeds of the	5926
disposition to the satisfaction of obligations secured by the	5927
security interest or other lien; and	5928

(3) Is not obligated to account to or pay the holder of the	5929
security interest or other lien for any surplus.	5930

Sec. 1309.616.  (A) As used in this section:

5931

(1) "Explanation" means a writing that:

5932

(a) States the amount of the surplus or deficiency;

5933

(b) Provides an explanation in accordance with division (C)	5934
of this section of how the secured party calculated the surplus or	5935
deficiency;	5936

(c) States, if applicable, that future debits, credits,	5937
charges, including additional credit service charges or interest,	5938
rebates, and expenses may affect the amount of the surplus or	5939
deficiency; and	5940

(d) Provides a telephone number or mailing address from	5941
which additional information concerning the transaction is	5942
available.	5943

(2) "Request" means a record:

5944

(a) Authenticated by a debtor or consumer obligor;

5945

(b) Requests that the recipient provide an explanation; and

5946

(c) Sent after disposition of the collateral under section	5947
1309.610 of the Revised Code.	5948

(B) In a consumer-goods transaction in which the debtor is	5949
entitled to a surplus or a consumer obligor is liable for a	5950
deficiency under section 1309.615 of the Revised Code, the secured	5951
party shall:	5952

(1) Send an explanation to the debtor or consumer obligor,	5953
as applicable, after the disposition and:	5954

(a) Before or when the secured party accounts to the debtor	5955
and pays any surplus or first makes written demand on the consumer	5956
obligor after the disposition for payment of the deficiency; and	5957

(b) Within fourteen days after receipt of a request; or

5958

(2) In the case of a consumer obligor who is liable for a	5959
deficiency, within fourteen days after receipt of a request, send	5960
to the consumer obligor a record waiving the secured party's right	5961
to a deficiency.	5962

(C) To comply with division (A)(1)(b) of this section, a	5963
writing must provide all of the following information in the	5964
following order:	5965

(1) The aggregate amount of obligations secured by the	5966
security interest under which the disposition was made, and, if	5967
the amount reflects a rebate of unearned interest or credit	5968
service charge, an indication of that fact, calculated as of a	5969
specified date:	5970

(a) If the secured party takes or receives possession of the	5971
collateral after default, not more than thirty-five days before	5972
the secured party takes or receives possession; or	5973

(b) If the secured party takes or receives possession of the	5974
collateral before default or does not take possession of the	5975
collateral, not more than thirty-five days before the disposition;	5976

(2) The amount of proceeds of the disposition;

5977

(3) The aggregate amount of the obligations after deducting	5978
the amount of proceeds;	5979

(4) The amount, in the aggregate or by type, and types of	5980
expenses, including expenses of retaking, holding, preparing for	5981
disposition, processing, and disposing of the collateral, and	5982
attorney's fees secured by the collateral that are known to the	5983
secured party and relate to the current disposition;	5984

(5) The amount, in the aggregate or by type, and types of	5985
credits, including rebates of interest or credit service charges,	5986
to which the obligor is known to be entitled and that are not	5987
reflected in the amount in division (C)(1) of this section; and	5988

(6) The amount of the surplus or deficiency.

5989

(D) A particular phrasing of the explanation is not	5990
required. An explanation that complies substantially with the	5991
requirements of division (A) of this section is sufficient, even	5992
if it includes minor errors that are not seriously misleading.	5993

(E) A debtor or consumer obligor is entitled without charge	5994
to one response to a request under this section during any	5995
six-month period in which the secured party did not send to the	5996
debtor or consumer obligor an explanation pursuant to division	5997
(B)(1) of this section. The secured party may require payment of	5998
a charge not exceeding twenty-five dollars for each additional	5999
response.	6000

Sec. 1309.617.  (A) A secured party's disposition of	6001
collateral after default:	6002

(1) Transfers to a transferee for value all of the debtor's	6003
rights in the collateral;	6004

(2) Discharges the security interest under which the	6005
disposition is made; and	6006

(3) Discharges any subordinate security interest or other	6007
subordinate lien other than the liens specified in division (D) of	6008
section 1309.109 of the Revised Code.	6009

(B) A transferee who acts in good faith takes free of the	6010
rights and interests described in division (A) of this section,	6011
even if the secured party fails to comply with this chapter or the	6012
requirements of any judicial proceeding.	6013

(C) If a transferee does not take free of the rights and	6014
interests described in division (A) of this section, the	6015
transferee takes the collateral subject to:	6016

(1) The debtor's rights in the collateral;

6017

(2) The security interest or agricultural lien under which	6018
the disposition is made; and	6019

(3) Any other security interest or other lien.

6020

Sec. 1309.618.  (A) A secondary obligor acquires the rights	6021
and becomes obligated to perform the duties of the secured party	6022
after the secondary obligor:	6023

(1) Receives an assignment of a secured obligation from the	6024
secured party;	6025

(2) Receives a transfer of collateral from the secured party	6026
and agrees to accept the rights and assume the duties of the	6027
secured party; or	6028

(3) Is subrogated to the rights of a secured party with	6029
respect to collateral.	6030

(B) An assignment, transfer, or subrogation described in	6031
division (A) of this section:	6032

(1) Is not a disposition of collateral under section	6033
1309.610 of the Revised Code; and	6034

(2) Relieves the secured party of further duties under this	6035
chapter.	6036

Sec. 1309.619.  (A) As used in this section, "transfer	6037
statement" means a record authenticated by a secured party that	6038
states:	6039

(1) The debtor has defaulted in connection with an	6040
obligation secured by specified collateral;	6041

(2) The secured party has exercised its post-default	6042
remedies with respect to the collateral;	6043

(3) By reason of the exercise, a transferee has acquired the	6044
rights of the debtor in the collateral; and	6045

(4) The name and mailing address of the secured party,	6046
debtor, and transferee.	6047

(B) A transfer statement entitles the transferee to the	6048
transfer of record of all rights of the debtor in the collateral	6049
specified in the statement in any official filing, recording,	6050
registration, or certificate of title system covering the	6051
collateral. If a transfer statement is presented with the	6052
applicable fee and request form to the official or office	6053
responsible for maintaining the system, the official or office	6054
shall:	6055

(1) Accept the transfer statement;

6056

(2) Promptly amend its records to reflect the transfer; and

6057

(3) If applicable, issue a new appropriate certificate of	6058
title in the name of the transferee.	6059

(C) A transfer of the record or legal title to collateral to	6060
a secured party under division (B) of this section or otherwise is	6061
not of itself a disposition of collateral under this chapter and	6062
does not of itself relieve the secured party of its duties under	6063
this chapter.	6064

Sec. 1309.620.  (A) Except as otherwise provided in division	6065
(G) of this section, a secured party may accept collateral in full	6066
or partial satisfaction of the obligation it secures only if:	6067

(1) The debtor consents to the acceptance under division (C)	6068
of this section;	6069

(2) The secured party, within the time prescribed in	6070
division (D) of this section, does not receive a notification of	6071
objection to the proposal authenticated by:	6072

(a) A person to whom the secured party was required to send a	6073
proposal under section 1309.621 of the Revised Code; or	6074

(b) Any other person, other than the debtor, holding an	6075
interest in the collateral subordinate to the security interest	6076
that is the subject of the proposal.	6077

(3) If the collateral is consumer goods, the collateral is	6078
not in the possession of the debtor when the debtor consents to	6079
the acceptance; and	6080

(4) Division (E) of this section does not require the	6081
secured party to dispose of the collateral, or the debtor waives	6082
the requirement pursuant to section 1309.624 of the Revised Code.	6083

(B) A purported or apparent acceptance of collateral under	6084
this section is not effective unless:	6085

(1) The secured party consents to the acceptance in an	6086
authenticated record or sends a proposal to the debtor; and	6087

(2) The conditions of division (A) of this section are met.

6088

(C) For purposes of this section:

6089

(1) A debtor consents to an acceptance of collateral in	6090
partial satisfaction of the obligation it secures only if the	6091
debtor agrees to the terms of the acceptance in a record	6092
authenticated after default; and	6093

(2) A debtor consents to an acceptance of collateral in full	6094
satisfaction of the obligation it secures only if the debtor	6095
agrees to the terms of the acceptance in a record authenticated	6096
after default or the secured party:	6097

(a) Sends to the debtor after default a proposal that is	6098
unconditional or subject only to a condition that collateral not	6099
in the possession of the secured party be preserved or maintained;	6100

(b) In the proposal, proposes to accept collateral in full	6101
satisfaction of the obligation it secures; and	6102

(c) Does not receive a notification of objection	6103
authenticated by the debtor within twenty days after the proposal	6104
is sent.	6105

(D) To be effective under division (A)(2) of this section, a	6106
notification of objection must be received by the secured party:	6107

(1) In the case of a person to whom the proposal was sent	6108
pursuant to section 1309.621 of the Revised Code, within twenty	6109
days after notification was sent to that person; and	6110

(2) In the case of persons other than those described in	6111
division (D)(1) of this section:	6112

(a) Within twenty days after the last notification was sent	6113
pursuant to section 1309.621 of the Revised Code; or	6114

(b) If a notification was not sent, before the debtor	6115
consents to the acceptance under division (C) of this section.	6116

(E) A secured party who has taken possession of collateral	6117
shall dispose of the collateral pursuant to section 1309.610 of	6118
the Revised Code within the time specified in division (F) of this	6119
section if:	6120

(1) Sixty per cent of the cash price has been paid in the	6121
case of a purchase-money security interest in consumer goods; or	6122

(2) Sixty per cent of the principal amount of the obligation	6123
secured has been paid in the case of a non-purchase-money security	6124
interest in consumer goods.	6125

(F) To comply with division (E) of this section, the secured	6126
party shall dispose of the collateral:	6127

(1) Within ninety days after taking possession; or

6128

(2) Within any longer period to which the debtor and all	6129
secondary obligors have agreed in an agreement to that effect	6130
entered into and authenticated after default.	6131

(G) In a consumer transaction, a secured party may not	6132
accept collateral in partial satisfaction of the obligation it	6133
secures.	6134

Sec. 1309.621.  (A) A secured party who desires to accept	6135
collateral in full or partial satisfaction of the obligation it	6136
secures shall send its proposal to:	6137

(1) Any person from whom the secured party has received,	6138
before the debtor consented to the acceptance, an authenticated	6139
notification of a claim of an interest in the collateral;	6140

(2) Any other secured party or lienholder who, ten days	6141
before the debtor consented to the acceptance, held a security	6142
interest in or other lien on the collateral perfected by the	6143
filing of a financing statement that:	6144

(a) Identified the collateral;

6145

(b) Was indexed under the debtor's name as of that date;

6146

(c) Was filed in the office or offices in which to file a	6147
financing statement against the debtor covering the collateral as	6148
of that date; and	6149

(3) Any other secured party who, ten days before the debtor	6150
consented to the acceptance, held a security interest in the	6151
collateral perfected by compliance with a statute, regulation, or	6152
treaty described in division (A) of section 1309.311 of the	6153
Revised Code.	6154

(B) A secured party who desires to accept collateral in	6155
partial satisfaction of the obligation it secures shall send its	6156
proposal to any secondary obligor in addition to the persons	6157
described in division (A) of this section.	6158

Sec. 1309.622.  (A) A secured party's acceptance of	6159
collateral in full or partial satisfaction of the obligation it	6160
secures:	6161

(1) Discharges the obligation to the extent consented to by	6162
the debtor;	6163

(2) Transfers to the secured party all of a debtor's rights	6164
in the collateral;	6165

(3) Discharges the security interest or agricultural lien	6166
that is the subject of the debtor's consent and any subordinate	6167
security interest or other subordinate lien; and	6168

(4) Terminates any other subordinate interest.

6169

(B) A subordinate interest is discharged or terminated under	6170
division (A) of this section even if the secured party fails to	6171
comply with this chapter.	6172

Sec. 1309.623.  (A) A debtor, any secondary obligor, or any	6173
other secured party or lienholder may redeem collateral.	6174

(B) To redeem collateral, a person shall tender:

6175

(1) Fulfillment of all obligations secured by the	6176
collateral; and	6177

(2) The reasonable expenses and attorney's fees described in	6178
division (A)(1) of section 1309.615 of the Revised Code.	6179

(C) A redemption may occur at any time before a secured	6180
party:	6181

(1) Has collected collateral under section 1309.607 of the	6182
Revised Code;	6183

(2) Has disposed of collateral or entered into a contract	6184
for its disposition under section 1309.610 of the Revised Code; or	6185

(3) Has accepted collateral in full or partial satisfaction	6186
of the obligation it secures under section 1309.622 of the Revised	6187
Code.	6188

Sec. 1309.624.  (A) A debtor or secondary obligor may waive	6189
the right to notification of disposition of collateral under	6190
section 1309.611 of the Revised Code only by an agreement to that	6191
effect entered into and authenticated after default.	6192

(B) A debtor may waive the right to require disposition of	6193
collateral under division (E) of section 1309.620 of the Revised	6194
Code only by an agreement to that effect entered into and	6195
authenticated after default.	6196

(C) Except in a consumer-goods transaction, a debtor or	6197
secondary obligor may waive the right to redeem collateral under	6198
section 1309.623 of the Revised Code only by an agreement to that	6199
effect entered into and authenticated after default.	6200

Sec. 1309.625.  (A) If it is established that a secured	6201
party is not proceeding in accordance with this chapter, a court	6202
may order or restrain collection, enforcement, or disposition of	6203
collateral on appropriate terms and conditions.	6204

(B) Subject to divisions (C), (D), and (F) of this section,	6205
a person is liable for damages in the amount of any loss caused by	6206
a failure to comply with this chapter. Loss caused by a failure	6207
to comply may include loss resulting from the debtor's inability	6208
to obtain, or increased costs of, alternative financing.	6209

(C) Except as provided in section 1309.628 of the Revised	6210
Code:	6211

(1) A person who, at the time of the failure, was a debtor,	6212
was an obligor, or held a security interest in or other lien on	6213
the collateral may recover damages under division (B) of this	6214
section for its loss; and	6215

(2) If the collateral is consumer goods, a person who was a	6216
debtor or a secondary obligor at the time a secured party failed	6217
to comply with sections 1309.601 to 1309.628 of the Revised Code	6218
may recover for that failure in any event an amount not less than	6219
the credit service charge plus ten per cent of the principal	6220
amount of the obligation or the time-price differential plus ten	6221
per cent of the cash price;	6222

(D) A debtor whose deficiency is eliminated under section	6223
1309.626 of the Revised Code may recover damages for the loss of	6224
any surplus. However, a debtor or secondary obligor whose	6225
deficiency is eliminated or reduced under section 1309.626 of the	6226
Revised Code may not recover otherwise under division (B) of this	6227
section for noncompliance with sections 1309.601 to 1309.628 of	6228
the Revised Code relating to collection, enforcement, disposition,	6229
or acceptance.	6230

(E) In addition to any damages recoverable under division	6231
(B) of this section, the debtor, consumer obligor, or person named	6232
as a debtor in a filed record, as applicable, may recover five	6233
hundred dollars in each case from a person that:	6234

(1) Fails to comply with section 1309.208 of the Revised	6235
Code;	6236

(2) Fails to comply with section 1309.209 of the Revised	6237
Code;	6238

(3) Files a record that the person is not entitled to file	6239
under division (A) of section 1309.509 of the Revised Code;	6240

(4) Fails to cause the secured party of record to file or	6241
send a termination statement as required by division (A) or (C) of	6242
section 1309.513 of the Revised Code;	6243

(5) Fails to comply with division (B)(1) of section 1309.616	6244
of the Revised Code and whose failure is part of a pattern, or	6245
consistent with a practice, of noncompliance; or	6246

(6) Fails to comply with division (B)(2) of section 1309.616	6247
of the Revised Code.	6248

(F) A debtor or consumer obligor may recover damages under	6249
division (B) of this section and, in addition, five hundred	6250
dollars in each case from a person who, without reasonable cause,	6251
fails to comply with a request under section 1309.210 of the	6252
Revised Code. A recipient of a request under section 1309.210 of	6253
the Revised Code who never claimed an interest in the collateral	6254
or obligations that are the subject of a request under that	6255
section has a reasonable excuse for failure to comply with the	6256
request within the meaning of this division.	6257

(G) If a secured party fails to comply with a request	6258
regarding a list of collateral or a statement of account under	6259
section 1309.210 of the Revised Code, the secured party may claim	6260
a security interest only as shown in the list or statement	6261
included in the request as against a person who is reasonably	6262
misled by the failure.	6263

Sec. 1309.626.  In an action arising from a transaction in	6264
which the amount of a deficiency or surplus is in issue, the	6265
following rules apply:	6266

(A) A secured party is not required to prove compliance with	6267
sections 1309.601 to 1309.628 of the Revised Code relating to	6268
collection, enforcement, disposition, or acceptance unless the	6269
debtor or a secondary obligor places the secured party's	6270
compliance in issue.	6271

(B) If the secured party's compliance is placed in issue,	6272
the secured party has the burden of establishing that the	6273
collection, enforcement, disposition, or acceptance was conducted	6274
in accordance with sections 1309.601 to 1309.628 of the Revised	6275
Code.	6276

(C) Except as provided in section 1309.628 of the Revised	6277
Code, if a secured party fails to prove that the collection,	6278
enforcement, disposition, or acceptance was conducted in	6279
accordance with sections 1309.601 to 1309.628 of the Revised Code	6280
relating to collection, enforcement, disposition, or acceptance,	6281
the liability of a debtor or a secondary obligor for a deficiency	6282
is limited to an amount by which the sum of the secured	6283
obligation, expenses, and attorney's fees exceeds the greater of:	6284

(1) The proceeds of the collection, enforcement,	6285
disposition, or acceptance; or	6286

(2) The amount of proceeds that would have been realized had	6287
the noncomplying secured party proceeded in accordance with	6288
sections 1309.601 to 1309.628 of the Revised Code relating to	6289
collection, enforcement, disposition, or acceptance.	6290

(D) For purposes of division (C)(2) of this section, the	6291
amount of proceeds that would have been realized is equal to the	6292
sum of the secured obligation, expenses, and attorney's fees	6293
unless the secured party proves that the amount is less than that	6294
sum.	6295

(E) If a deficiency or surplus is calculated under division	6296
(F) of section 1309.615 of the Revised Code, the debtor or obligor	6297
has the burden of establishing that the amount of proceeds of the	6298
disposition is significantly below the range of prices that a	6299
complying disposition to a person other than the secured party, a	6300
person related to the secured party, or a secondary obligor would	6301
have brought.	6302

Sec. 1309.627.  (A) The fact that a greater amount could	6303
have been obtained by a collection, enforcement, disposition, or	6304
acceptance at a different time or in a different method from that	6305
selected by the secured party is not of itself sufficient to	6306
preclude the secured party from establishing that the collection,	6307
enforcement, disposition, or acceptance was made in a commercially	6308
reasonable manner.	6309

(B) A disposition of collateral is made in a commercially	6310
reasonable manner if the disposition is made:	6311

(1) In the usual manner on any recognized market;

6312

(2) At the price current in any recognized market at the	6313
time of the disposition; or	6314

(3) Otherwise in conformity with reasonable commercial	6315
practices among dealers in the type of property that was the	6316
subject of the disposition.	6317

(C) A collection, enforcement, disposition, or acceptance is	6318
commercially reasonable if it has been approved:	6319

(1) In a judicial proceeding;

6320

(2) By a bona fide creditors' committee;

6321

(3) By a representative of creditors; or

6322

(4) By an assignee for the benefit of creditors.

6323

(D) Approval under division (C) of this section does not	6324
have to be obtained, and lack of approval does not mean that the	6325
collection, enforcement, disposition, or acceptance is not	6326
commercially reasonable.	6327

Sec. 1309.628.  (A) Unless a secured party knows that a	6328
person is a debtor or obligor, knows the identity of the person,	6329
and knows how to communicate with the person:	6330

(1) The secured party is not liable to the person, or to a	6331
secured party or lienholder that has filed a financing statement	6332
against the person, for failure to comply with this chapter; and	6333

(2) The failure of the secured party to comply with this	6334
chapter does not affect the liability of the person for a	6335
deficiency.	6336

(B) A secured party is not liable because of its status as	6337
secured party:	6338

(1) To a person that is a debtor or obligor, unless the	6339
secured party knows;	6340

(a) That the person is a debtor or obligor;

6341

(b) The identity of the person; and

6342

(c) How to communicate with the person; or

6343

(2) To a secured party or lienholder that has filed a	6344
financing statement against a person, unless the secured party	6345
knows:	6346

(a) That the person is a debtor; and

6347

(b) The identity of the person.

6348

(C) A secured party is not liable to any person, and a	6349
person's liability for a deficiency is not affected, because of	6350
any act or omission arising out of the secured party's reasonable	6351
belief that a transaction is not a consumer-goods transaction or a	6352
consumer transaction or that goods are not consumer goods, if the	6353
secured party's belief is based on its reasonable reliance on:	6354

(1) A debtor's representation concerning the purpose for	6355
which collateral was to be used, acquired, or held; or	6356

(2) An obligor's representation concerning the purpose for	6357
which a secured obligation was incurred.	6358

(D) A secured party is not liable to any person under	6359
division (C)(2) of section 1309.625 of the Revised Code for its	6360
failure to comply with section 1309.616 of the Revised Code.	6361

(E) A secured party is not liable under division (C)(2) of	6362
section 1309.625 of the Revised Code more than once with respect	6363
to any one secured obligation.	6364

Sec. 1309.702. (A) Except as otherwise provided in this	6365
chapter, this chapter applies to a transaction or lien within the	6366
scope of this chapter even if the transaction or lien was entered	6367
into or created before July 1, 2001.	6368

(B) Except as otherwise provided in division (C) of this	6369
section and sections 1309.703 to 1309.709 of the Revised Code:	6370

(1) Transactions or liens that were not governed by this	6371
chapter as it existed before July 1, 2001, were validly entered	6372
into or created prior to that date, and would be subject to this	6373
chapter if they had been entered into or created on or after that	6374
date, and the rights, duties, and interests related to those	6375
transactions or liens, remain valid on and after July 1, 2001; and	6376

(2) The transactions and liens may be terminated, completed,	6377
consummated, or enforced as required or permitted by the law in	6378
effect immediately prior to July 1, 2001, or the law in effect on	6379
and after that date.	6380

(C) This chapter does not affect an action, case, or	6381
proceeding commenced prior to July 1, 2001.	6382

Sec. 1309.703. (A) A security interest that is enforceable	6383
immediately before July 1, 2001, and that would have priority over	6384
the rights of a person who becomes a lien creditor at that time is	6385
a perfected security interest under this chapter if, on July 1,	6386
2001, the applicable requirements for enforceability and	6387
perfection under this chapter are satisfied without further	6388
action.	6389

(B) Except as otherwise provided in section 1309.705 of the	6390
Revised Code, if, immediately before July 1, 2001, a security	6391
interest is enforceable and would have priority over the rights of	6392
a person who becomes a lien creditor at that time, but the	6393
applicable requirements for enforceability or perfection under	6394
this chapter are not satisfied on July 1, 2001, the security	6395
interest:	6396

(1) Is a perfected security interest until July 1, 2002;

6397

(2) Remains enforceable after the date specified in division	6398
(B)(1) of this section only if the security interest becomes	6399
enforceable under section 1309.203 of the Revised Code on or	6400
before July 1, 2002;	6401

(3) Remains perfected after the date specified in division	6402
(B)(1) of this section only if the applicable requirements for	6403
perfection under this chapter are satisfied on or before July 1,	6404
2002.	6405

Sec. 1309.704.  A security interest that is enforceable	6406
immediately before July 1, 2001, but that would be subordinate to	6407
the rights of a person that becomes a lien creditor at that time:	6408

(A) Remains an enforceable security interest until July 1,	6409
2002;	6410

(B) Remains enforceable after July 1, 2002, if the security	6411
interest becomes enforceable under section 1309.203 of the Revised	6412
Code on July 1, 2001, or by July 1, 2002; and	6413

(C) Becomes perfected:

6414

(1) Without further action on July 1, 2001, if the	6415
applicable requirements for perfection under this chapter are	6416
satisfied before or on that date; or	6417

(2) When the applicable requirements for perfection are	6418
satisfied if the requirements are satisfied after July 1, 2001.	6419

Sec. 1309.705.  (A) If action, other than the filing of a	6420
financing statement, is taken before July 1, 2001, and if the	6421
action would have resulted in priority of a security interest	6422
over the rights of a person who becomes a lien creditor had the	6423
security interest become enforceable before that date, the action	6424
is effective to perfect a security interest that attaches under	6425
this chapter within one year after that date. An attached	6426
security interest becomes unperfected on July 1, 2002, unless the	6427
security interest becomes a perfected security interest under this	6428
chapter on or before July 1, 2002.	6429

(B) The filing of a financing statement before July 1, 2001,	6430
is effective to perfect a security interest to the extent the	6431
filing would satisfy the applicable requirements for perfection	6432
under this chapter on or after July 1, 2001.	6433

(C) This chapter does not render ineffective an effective	6434
financing statement that, before July 1, 2001, is filed and	6435
satisfies the applicable requirements for perfection under the law	6436
of the jurisdiction governing perfection as provided in former	6437
section 1309.03 of the Revised Code. However, except as otherwise	6438
provided in divisions (D) and (E) of this section and section	6439
1309.706 of the Revised Code, the financing statement ceases to be	6440
effective at the earlier of:	6441

(1) The time the financing statement would have ceased to be	6442
effective under the law of the jurisdiction in which it is filed;	6443
or	6444

(2) June 30, 2006.

6445

(D) The filing of a continuation statement after July 1,	6446
2001, does not continue the effectiveness of a financing statement	6447
filed before that date. However, upon the timely filing of a	6448
continuation statement after July 1, 2001, and in accordance with	6449
the law of the jurisdiction governing perfection as provided in	6450
sections 1309.301 to 1309.342 of the Revised Code, the	6451
effectiveness of a financing statement filed in the same office in	6452
that jurisdiction before July 1, 2001, continues for the period	6453
provided by the law of that jurisdiction.	6454

(E) Division (C)(2) of this section applies to a financing	6455
statement that, before July 1, 2001, is filed against a	6456
transmitting utility and satisfies the applicable requirements for	6457
perfection under the law of the jurisdiction governing perfection	6458
as provided in section 1309.03 of the Revised Code, as it existed	6459
prior to July 1, 2001, only to the extent that sections 1309.301	6460
to 1309.342 of the Revised Code provide that the law of a	6461
jurisdiction other than the jurisdiction in which the financing	6462
statement is filed governs perfection of a security interest in	6463
collateral covered by the financing statement.	6464

(F) A financing statement that includes a financing	6465
statement filed before July 1, 2001, and a continuation statement	6466
filed after that date is effective only to the extent that it	6467
satisfies the requirements of sections 1309.501 to 1309.527 of the	6468
Revised Code, as they exist on July 1, 2001, for an initial	6469
financing statement.	6470

Sec. 1309.706. (A) The filing of an initial financing	6471
statement in the office specified in section 1309.501 of the	6472
Revised Code continues the effectiveness of a financing statement	6473
filed before July 1, 2001, if:	6474

(1) The filing of an initial financing statement in that	6475
office would be effective to perfect a security interest under	6476
this chapter.	6477

(2) The financing statement filed before July 1, 2001, was	6478
filed in an office in another state or another office in this	6479
state; and	6480

(3) The initial financing statement satisfies division (C)	6481
of this section.	6482

(B) The filing of an initial financing statement under	6483
division (A) of this section continues the effectiveness of the	6484
financing statement filed before July 1, 2001:	6485

(1) If the initial financing statement is filed before July	6486
1, 2001, for the period provided in section 1309.40 of the Revised	6487
Code, as it existed prior to July 1, 2001, with respect to a	6488
financing statement; and	6489

(2) If the initial financing statement is filed after July	6490
1, 2001, for the period provided in section 1309.515 of the	6491
Revised Code, as it exists on July 1, 2001, with respect to an	6492
initial financing statement.	6493

(C) To be effective for purposes of division (A) of this	6494
section, an initial financing statement shall:	6495

(1) Satisfy the requirements of sections 1309.501 to	6496
1309.527 of the Revised Code, as they exist on July 1, 2001, for	6497
an initial financing statement;	6498

(2) Identify the financing statement filed before July 1,	6499
2001, by indicating the office in which the financing statement	6500
was filed and providing the dates of filing and file numbers, if	6501
any, of the financing statement and of the most recent	6502
continuation statement filed with respect to the financing	6503
statement; and	6504

(3) Indicate that the financing statement filed before July	6505
1, 2001, remains effective.	6506

Sec. 1309.707. (A) As used in this section,	6507
"pre-effective-date financing statement" means a financing	6508
statement filed before July 1, 2001.	6509

(B) On or after July 1, 2001, a person may add or delete	6510
collateral covered by, continue or terminate the effectiveness of,	6511
or otherwise amend the information provided in, a	6512
pre-effective-date financing statement only in accordance with the	6513
law of the jurisdiction governing perfection as provided in	6514
sections 1309.301 to 1309.342 of the Revised Code, as they exist	6515
on July 1, 2001. However, the effectiveness of a	6516
pre-effective-date financing statement also may be terminated in	6517
accordance with the law of the jurisdiction in which the financing	6518
statement is filed.	6519

(C) Except as otherwise provided in division (D) of this	6520
section, if the law of this state governs perfection of a security	6521
interest, the information in a pre-effective-date financing	6522
statement may be amended after July 1, 2001, only if:	6523

(1) The pre-effective-date financing statement and an	6524
amendment are filed in the office specified in section 1309.501 of	6525
the Revised Code, as it exists on July 1, 2001;	6526

(2) An amendment is filed in the office specified in section	6527
1309.501 of the Revised Code, as it exists on July 1, 2001,	6528
concurrently with, or after the filing in that office of, an	6529
initial financing statement that satisfies division (C) of section	6530
1309.706 of the Revised Code as it exists on July 1, 2001.	6531

(3) An initial financing statement that provides the	6532
information as amended and satisfies division (C) of section	6533
1309.706 of the Revised Code as it exists on July 1, 2001 is filed	6534
in the office specified in section 1309.501 of the Revised Code,	6535
as it exists on July 1, 2001.	6536

(D) If the law of this state governs perfection of a	6537
security interest, the effectiveness of a pre-effective-date	6538
financing statement may be continued only under division (D) or	6539
(F) of section 1309.705 or section 1309.706 of the Revised Code as	6540
it exists on July 1, 2001.	6541

(E) Whether or not the law of this state governs perfection	6542
of a security interest, the effectiveness of a pre-effective-date	6543
financing statement filed in this state may be terminated after	6544
July 1, 2001, by filing a termination statement in the office in	6545
which the pre-effective-date financing statement is filed, unless	6546
an initial financing statement that satisfies division (C) of	6547
section 1309.706 of the Revised Code as it exists on July 1, 2001,	6548
has been filed in the office specified by the law of the	6549
jurisdiction governing perfection as provided in sections 1309.301	6550
to 1309.342 of the Revised Code, as they exist on July 1, 2001, as	6551
the office in which to file a financing statement.	6552

Sec. 1309.708. A person may file an initial financing	6553
statement or a continuation statement under this section if:	6554

(A) The secured party of record authorizes the filing; and

6555

(B) The filing is necessary under this section:

6556

(1) To continue the effectiveness of a financing statement	6557
filed before July 1, 2001; or	6558

(2) To perfect or continue the perfection of a security	6559
interest.	6560

Sec. 1309.709.  (A) This chapter determines the priority of	6561
conflicting claims to collateral. However, if the relative	6562
priorities of the claims were established before July 1, 2001, the	6563
law in effect at the time the priorities of the claims were	6564
established determines priority.	6565

(B) For purposes of division (A) of section 1309.322 of the	6566
Revised Code, as it exists on July 1, 2001, the priority of a	6567
security interest that becomes enforceable under section 1309.203	6568
of the Revised Code, as it exists on July 1, 2001, dates from July	6569
1, 2001, if the security interest is perfected under this chapter	6570
by the filing of a financing statement before July 1, 2001, that	6571
would not have been effective to perfect the security interest	6572
under the law in effect at the time of the filing. This division	6573
does not apply to conflicting security interests each of which is	6574
perfected by the filing of such a financing statement.	6575

Sec. 1310.01.  (A) As used in sections 1310.01 to 1310.78 of	6576
the Revised Code, unless the context otherwise requires:	6577

(1) "Buyer in ordinary course of business" means a person who	6578
in good faith and without knowledge that the sale to himthe	6579
person is in violation of the ownership rights or security	6580
interest or leasehold interest of a third party in the goods buys	6581
in ordinary course from a person in the business of selling goods	6582
of that kind. "Buyer in ordinary course of business" does not	6583
include a pawnbroker. "Buying" may be for cash, by exchange of	6584
other property, or on secured or unsecured credit and includes	6585
receiving goods or documents of title under a preexisting contract	6586
for sale. "Buying" does not include a transfer in bulk or as	6587
security for or in total or partial satisfaction of a money debt.	6588

(2) "Cancellation" occurs when either party puts an end to	6589
the lease contract for default by the other party.	6590

(3) "Commercial unit" means a unit of goods that by	6591
commercial usage is a single whole for purposes of lease and	6592
division of which materially impairs its character or value on the	6593
market or in use. A "commercial unit" may be a single article,	6594
including a machine; a set of articles, including a suite of	6595
furniture or a line of machinery; a quantity, including a gross or	6596
carload; or any other unit treated in use or in the relevant	6597
market as a single whole.	6598

(4) "Conforming" goods or performance under a lease contract	6599
means goods or performance that are in accordance with the	6600
obligations under the lease contract.	6601

(5) "Consumer lease" means a lease that a lessor regularly	6602
engaged in the business of leasing or selling makes to a lessee	6603
who is an individual and who takes under the lease primarily for a	6604
personal, family, or household purpose.	6605

(6) "Fault" means wrongful act, omission, breach, or default.

6606

(7) "Finance lease" means a lease with respect to which all	6607
of the following apply:	6608

(a) The lessor does not select, manufacture, or supply the	6609
goods;	6610

(b) The lessor acquires the goods or the right to possession	6611
and use of the goods in connection with the lease;	6612

(c) One of the following occurs:

6613

(i) The lessee receives a copy of the contract by which the	6614
lessor acquired the goods or the right to possession and use of	6615
the goods before signing the lease contract;	6616

(ii) The lessee's approval of the contract by which the	6617
lessor acquired the goods or the right to possession and use of	6618
the goods is a condition to effectiveness of the lease contract;	6619

(iii) Before signing the lease contract, the lessee receives	6620
an accurate and complete statement designating the promises and	6621
warranties, disclaimers of warranties, limitations or	6622
modifications of remedies, or liquidated damages of the	6623
manufacturer of the goods and of any other third party that were	6624
provided to the lessor by the person supplying the goods in	6625
connection with or as part of the contract by which the lessor	6626
acquired the goods or the right to possession and use of the	6627
goods;	6628

(iv) If the lease is not a consumer lease, before the lessee	6629
signs the lease contract, the lessor informs the lessee in writing	6630
of the identity of the person supplying the goods to the lessor,	6631
unless the lessee has selected that person and directed the lessor	6632
to acquire the goods or the right to possession and use of the	6633
goods from that person; that the lessee is entitled under sections	6634
1310.01 to 1310.78 of the Revised Code to the promises and	6635
warranties, including those of any third party, provided to the	6636
lessor by the person supplying the goods in connection with or as	6637
part of the contract by which the lessor acquired the goods or the	6638
right to possession and use of the goods; and that the lessee may	6639
communicate with the person supplying the goods to the lessor and	6640
receive an accurate and complete statement of those promises and	6641
warranties, including any disclaimers and limitations of them or	6642
of remedies.	6643

(8) "Goods" means all things that are movable at the time of	6644
identification to the lease contract or that are fixtures, as	6645
defined in section 1310.37 of the Revised Code. "Goods" does not	6646
include money, documents, instruments, accounts, chattel paper,	6647
general intangibles, or minerals or the like, including oil and	6648
gas, before extraction. "Goods" includes the unborn young of	6649
animals.	6650

(9) "Installment lease contract" means a lease contract that	6651
authorizes or requires the delivery of goods in separate lots to	6652
be separately accepted, even though the lease contract contains a	6653
clause "each delivery is a separate lease" or its equivalent.	6654

(10) "Lease" means a transfer of the right to possession and	6655
use of goods for a term in return for consideration. A sale,	6656
including a sale on approval or a sale or return, or retention or	6657
creation of a security interest, is not a lease. Unless the	6658
context clearly indicates otherwise, "lease" includes a sublease.	6659

(11) "Lease agreement" means the bargain, with respect to the	6660
lease, of the lessor and the lessee in fact as found in their	6661
language or by implication from other circumstances, including	6662
course of dealing, usage of trade, or course of performance as	6663
provided in sections 1310.01 to 1310.78 of the Revised Code.	6664
Unless the context clearly indicates otherwise, "lease agreement"	6665
includes a sublease agreement.	6666

(12) "Lease contract" means the total legal obligation that	6667
results from the lease agreement as affected by sections 1310.01	6668
to 1310.78 of the Revised Code and any other applicable rules of	6669
law. Unless the context clearly indicates otherwise, "lease	6670
contract" includes a sublease contract.	6671

(13) "Leasehold interest" means the interest of the lessor or	6672
the lessee under a lease contract.	6673

(14) "Lessee" means a person who acquires the right to	6674
possession and use of goods under a lease. Unless the context	6675
clearly indicates otherwise, "lessee" includes a sublessee.	6676

(15) "Lessee in ordinary course of business" means a person	6677
who in good faith and without knowledge that the lease to himthe	6678
person is in violation of the ownership rights or security	6679
interest or leasehold interest of a third party in the goods	6680
leases in ordinary course from a person in the business of selling	6681
or leasing goods of that kind. "Lessee in ordinary course of	6682
business" does not include a pawnbroker. "Leasing" may be for	6683
cash, by exchange of other property, or on secured or unsecured	6684
credit and includes receiving goods or documents of title under a	6685
pre-existingpreexisting lease contract. "Leasing" does not	6686
include a transfer in bulk or as security for or in total or	6687
partial satisfaction of a money debt.	6688

(16) "Lessor" means a person who transfers the right to	6689
possession and use of goods under a lease. Unless the context	6690
clearly indicates otherwise, "lessor" includes a sublessor.	6691

(17) "Lessor's residual interest" means the lessor's interest	6692
in the goods after expiration, termination, or cancellation of the	6693
lease contract.	6694

(18) "Lien" means a charge against or interest in goods to	6695
secure payment of a debt or performance of an obligation but does	6696
not include a security interest.	6697

(19) "Lot" means a parcel or a single article that is the	6698
subject matter of a separate lease or delivery, whether or not it	6699
is sufficient to perform the lease contract.	6700

(20) "Merchant lessee" means a lessee that is a merchant with	6701
respect to goods of the kind subject to the lease.	6702

(21) "Present value" means the amount as of a date certain of	6703
one or more sums payable in the future, discounted to the date	6704
certain. The discount is determined by the interest rate	6705
specified by the parties if the rate was not manifestly	6706
unreasonable at the time the parties entered into the transaction.	6707
The discount otherwise is determined by a commercially reasonable	6708
rate that takes into account the facts and circumstances of each	6709
case at the time the parties entered into the transaction.	6710

(22) "Purchase" includes taking by sale, lease, mortgage,	6711
security interest, pledge, gift, or any other voluntary	6712
transaction creating an interest in goods.	6713

(23) "Sublease" means a lease of goods the right to	6714
possession and use of which was acquired by the lessor as a lessee	6715
under an existing lease.	6716

(24) "Supplier" means a person from whom a lessor buys or	6717
leases goods to be leased under a finance lease.	6718

(25) "Supply contract" means a contract under which a lessor	6719
buys or leases goods to be leased.	6720

(26) "Termination" occurs when either party pursuant to a	6721
power created by agreement or law puts an end to the lease	6722
contract otherwise than for default.	6723

(B) The following definitions also apply to sections 1310.01	6724
to 1310.78 of the Revised Code:	6725

(1) "Accessions," as defined in section 1310.38 of the	6726
Revised Code;	6727

(2) "Construction mortgage," "encumbrance," "fixtures,"	6728
"fixture filing," and "purchase money lease" as defined in section	6729
1310.37 of the Revised Code.	6730

(C) As used in sections 1310.01 to 1310.78 of the Revised	6731
Code:	6732

(1) "Account," "chattel paper," "document," "general	6733
intangible," "instrument," "mortgage," and "pursuant to	6734
commitment" have the same meanings as in section 1309.011309.102	6735
of the Revised Code.	6736

(2) "Between merchants," "buyer," "good faith," "merchant,"	6737
"receipt," "sale," and "seller" have the same meanings as in	6738
section 1302.01 of the Revised Code.	6739

(3) "Consumer goods" has the same meaning as in section	6740
1309.07 of the Revised Code.	6741

(4) "Entrusting" has the same meaning as in section 1302.44	6742
of the Revised Code.	6743

(5) "Sale on approval" and "sale or return" have the same	6744
meanings as in section 1302.39 of the Revised Code.	6745

(D) The terms and principles of construction and	6746
interpretation set forth in sections 1301.01 to 1301.14 of the	6747
Revised Code are applicable to sections 1310.01 to 1310.78 of the	6748
Revised Code.	6749

Sec. 1310.31.  (A) As used in this section, "creation of a	6750
security interest" includes the sale of a lease contract that is	6751
subject to Chapter 1309. of the Revised Code, by reason of	6752
division (A)(2)(3) of section 1309.021309.109 of the Revised	6753
Code.	6754

(B) Except as provided in divisionsdivision (C) and (D) of	6755
this section and section 1309.407 of the Revised Code, a provision	6756
in a lease agreement that prohibits the voluntary or involuntary	6757
transfer, including a transfer by sale, sublease, creation or	6758
enforcement of a security interest, or attachment, levy, or other	6759
judicial process, of an interest of a party under the lease	6760
contract or of the lessor's residual interest in the goods or that	6761
makes such a transfer an event of default gives rise to the rights	6762
and remedies provided in division (E)(D) of this section, but a	6763
transfer that is prohibited or is an event of default under the	6764
lease agreement otherwise is effective.	6765

(C) A provision in a lease agreement that prohibits the	6766
creation or enforcement of a security interest in an interest of a	6767
party under the lease contract or in the lessor's residual	6768
interest in the goods or that makes the creation or enforcement of	6769
that type of security interest an event of default is not	6770
enforceable unless, and then only to the extent that, there is an	6771
actual transfer by the lessee of the lessee's right of possession	6772
or use of the goods in violation of the provision or an actual	6773
delegation of a material performance of either party to the lease	6774
contract in violation of the provision. Neither the granting nor	6775
the enforcement of a security interest in the lessor's interest	6776
under the lease contract or the lessor's residual interest in the	6777
goods is a transfer that materially impairs the prospect of	6778
obtaining return performance by, materially changes the duty of,	6779
or materially increases the burden or risk imposed on, the lessee	6780
within the purview of division (E) of this section unless, and	6781
then only to the extent that, there is an actual delegation of a	6782
material performance of the lessor.	6783

(D) A provision in a lease agreement that prohibits a	6784
transfer of a right to damages for default with respect to the	6785
whole lease contract or of a right to payment arising out of the	6786
transferor's due performance of the transferor's entire obligation	6787
or that makes such a transfer an event of default is not	6788
enforceable, and such a transfer is not a transfer that materially	6789
impairs the prospect of obtaining return performance by,	6790
materially changes the duty of, or materially increases the burden	6791
or risk imposed on, the other party to the lease contract under	6792
division (E)(D) of this section.	6793

(E)(D) Subject to divisionsdivision (C) and (D) of this	6794
section and section 1309.407 of the Revised Code, both of the	6795
following apply:	6796

(1) If a transfer is made that is made an event of default	6797
under a lease agreement, the party to the lease contract not	6798
making the transfer, unless that party waives the default or	6799
otherwise agrees, has the rights and remedies described in	6800
division (B) of section 1310.47 of the Revised Code.	6801

(2) If division (E)(D)(1) of this section is not applicable	6802
and if a transfer is made that is prohibited under a lease	6803
agreement or that materially impairs the prospect of obtaining	6804
return performance by, materially changes the duty of, or	6805
materially increases the burden or risk imposed on, the other	6806
party to the lease contract, unless the party not making the	6807
transfer agrees at any time to the transfer in the lease contract	6808
or otherwise, then, except as limited by contract, the transferor	6809
is liable to the party not making the transfer for damages caused	6810
by the transfer to the extent that the damages could not	6811
reasonably be prevented by the party not making the transfer, and	6812
a court having jurisdiction may grant other appropriate relief,	6813
including cancellation of the lease contract or an injunction	6814
against the transfer.	6815

(F)(E) A transfer of "the lease" or of "all my rights under	6816
the lease" or a transfer in similar general terms is a transfer of	6817
rights and, unless the language or the circumstances, as in a	6818
transfer for security, indicate the contrary, the transfer is a	6819
delegation of duties by the transferor to the transferee.	6820
Acceptance by the transferee constitutes a promise by the	6821
transferee to perform those duties. The promise is enforceable by	6822
either the transferor or the other party to the lease contract.	6823

(G)(F) Unless otherwise agreed by the lessor and the lessee,	6824
a delegation of performance does not relieve the transferor as	6825
against the other party of any duty to perform or of any liability	6826
for default.	6827

(H)(G) In a consumer lease, to prohibit the transfer of an	6828
interest of a party under the lease contract or to make a transfer	6829
an event of default, the language prohibiting the transfer or	6830
making the transfer a default shall be specific, by a writing, and	6831
conspicuous.	6832

Sec. 1310.35.  (A) Except as otherwise provided in section	6833
1310.34 of the Revised Code, a creditor of a lessee takes subject	6834
to the lease contract.	6835

(B) Except as otherwise provided in divisionsdivision (C)	6836
and (D) of this section and in sections 1310.34 and 1310.36 of the	6837
Revised Code, a creditor of a lessor takes subject to the lease	6838
contract unless any of the following applies:	6839

(1) Thethe creditor holds a lien that attached to the goods	6840
before the lease contract became enforceable.	6841

(2) The creditor holds a security interest in the goods, and	6842
the lessee did not give value and receive delivery of the goods	6843
without knowledge of the security interest.	6844

(3) The creditor holds a security interest in the goods that	6845
was perfected in accordance with section 1309.22 of the Revised	6846
Code before the lease contract became enforceable.	6847

(C) A lessee in the ordinary course of business takes the	6848
leasehold interest free of a security interest in the goods	6849
created by the lessor even though the security interest is	6850
perfected in accordance with section 1309.22 of the Revised Code	6851
and the lessee knows of its existence.	6852

(D) A lessee other than a lessee in the ordinary course of	6853
business takes the leasehold interest free of a security interest	6854
to the extent that it secures future advances made after the	6855
secured party acquires knowledge of the lease or more than	6856
forty-five days after the lease contract becomes enforceable,	6857
whichever first occurs, unless the future advances are made	6858
pursuant to a commitment entered into without knowledge of the	6859
lease and before the expiration of the forty-five-day period	6860
Except as otherwise provided in sections 1309.317, 1309.321, and	6861
1309.323 of the Revised Code, a lessee takes a leasehold interest	6862
subject to a security interest held by a creditor of the lessor.	6863

Sec. 1310.37.  (A) As used in this section:

6864

(1) Goods are "fixtures" when they become so related to	6865
particular real estate that an interest in them arises under real	6866
estate law.	6867

(2) A "fixture filing" is the filing, in the office in which	6868
a record of a mortgage on the real estate would be filed or	6869
recorded, of a financing statement covering goods that are or are	6870
to become fixtures and conforming to division (D)the requirements	6871
of divisions (A) and (B) of section 1309.391309.502 of the	6872
Revised Code.	6873

(3) A lease is a "purchase money lease" unless the lessee	6874
has possession or use of the goods or the right to possession or	6875
use of the goods before the lease agreement is enforceable.	6876

(4) A mortgage is a "construction mortgage" to the extent it	6877
secures an obligation incurred for the construction of an	6878
improvement on land, including the acquisition cost of the land,	6879
if the recorded writing so indicates.	6880

(5) "Encumbrance" includes real estate mortgages, other liens	6881
on real estate, and all other rights in real estate that are not	6882
ownership interests.	6883

(B) Under sections 1310.01 to 1310.78 of the Revised Code, a	6884
lease may be of goods that are fixtures or may continue in goods	6885
that become fixtures, but, under those sections, no lease exists	6886
of ordinary building materials incorporated into an improvement on	6887
land.	6888

(C) Sections 1310.01 to 1310.78 of the Revised Code do not	6889
prevent the creation of a lease of fixtures pursuant to real	6890
estate law.	6891

(D) The perfected interest of a lessor of fixtures has	6892
priority over a conflicting interest of an encumbrancer or owner	6893
of the real estate if either of the following applies:	6894

(1) The lease is a purchase money lease, the conflicting	6895
interest of the encumbrancer or owner arises before the goods	6896
become fixtures, the interest of the lessor is perfected by a	6897
fixture filing before the goods become fixtures or within ten days	6898
after they become fixtures, and the lessee has an interest of	6899
record in the real estate or is in possession of the real estate.	6900

(2) The interest of the lessor is perfected by a fixture	6901
filing before the interest of the encumbrancer or owner is of	6902
record, the lessor's interest has priority over any conflicting	6903
interest of a predecessor in title of the encumbrancer or owner,	6904
and the lessee has an interest of record in the real estate or is	6905
in possession of the real estate.	6906

(E) The interest of a lessor of fixtures, whether or not	6907
perfected, has priority over the conflicting interest of an	6908
encumbrancer or owner of the real estate if any of the following	6909
applies:	6910

(1) The fixtures are readily removable factory or office	6911
machines, readily removable equipment that is not primarily used	6912
or leased for use in the operation of the real estate, or readily	6913
removable replacements of domestic appliances that are goods	6914
subject to a consumer lease and, before the goods become fixtures,	6915
the lease contract is enforceable.	6916

(2) The conflicting interest is a lien on the real estate	6917
obtained by legal or equitable proceedings after the lease	6918
contract is enforceable.	6919

(3) The encumbrancer or owner has consented in writing to	6920
the lease or has disclaimed an interest in the goods as fixtures.	6921

(4) The lessee has a right to remove the goods as against	6922
the encumbrancer or owner. If the lessee's right to remove	6923
terminates, the priority of the interest of the lessor continues	6924
for a reasonable time.	6925

(F) Notwithstanding division (D)(1) of this section but	6926
otherwise subject to divisions (D) and (E) of this section, the	6927
interest of a lessor of fixtures, including the lessor's residual	6928
interest, is subordinate to the conflicting interest of an	6929
encumbrancer of the real estate under a construction mortgage	6930
recorded before the goods become fixtures if the goods become	6931
fixtures before the completion of the construction. To the extent	6932
given to refinance a construction mortgage, the conflicting	6933
interest of an encumbrancer of the real estate under a mortgage	6934
has this priority to the same extent as the encumbrancer of the	6935
real estate under the construction mortgage.	6936

(G) In cases not within divisions (A) to (F) of this	6937
section, priority between the interest of a lessor of fixtures,	6938
including the lessor's residual interest, and the conflicting	6939
interest of an encumbrancer or owner of the real estate who is not	6940
the lessee is determined by the priority rules governing	6941
conflicting interests in real estate.	6942

(H) If the interest of a lessor of fixtures, including the	6943
lessor's residual interest, has priority over all conflicting	6944
interests of all owners and encumbrancers of the real estate, the	6945
lessor or the lessee, on default, expiration, termination, or	6946
cancellation of the lease agreement but subject to the lease	6947
agreement and sections 1310.01 to 1310.78 of the Revised Code, or	6948
if necessary to enforce other rights and remedies of the lessor or	6949
lessee under those sections, may remove the goods from the real	6950
estate, free and clear of all conflicting interests of all owners	6951
and encumbrancers of the real estate, but the lessor or lessee	6952
shall reimburse any encumbrancer or owner of the real estate who	6953
is not the lessee and who has not otherwise agreed for the cost of	6954
repair of any physical injury, but not for any diminution in value	6955
of the real estate caused by the absence of the goods removed or	6956
by any necessity of replacing them. A person entitled to	6957
reimbursement may refuse permission to remove until the party	6958
seeking removal gives adequate security for the performance of	6959
this obligation.	6960

(I) Even though the lease agreement does not create a	6961
security interest, the interest of a lessor of fixtures, including	6962
the lessor's residual interest, is perfected by filing a financing	6963
statement as a fixture filing for leased goods that are or are to	6964
become fixtures in accordance with the relevant provisions of	6965
Chapter 1309. of the Revised Code.	6966

Sec. 1311.55.  (A) As used in this section:

6967

(1) "Agricultural product" means all fruit and vegetable	6968
crops, meat and meat products, milk and dairy products, poultry	6969
and poultry products, wool, and all seeds harvested by a producer	6970
for sale, except that it does not include any grain crop that is	6971
subject to the fee that the director of agriculture may require to	6972
be remitted under section 926.16 of the Revised Code.	6973

(2) "Agricultural product handling" means engaging in or	6974
participating in the business of buying, selling, exchanging, or	6975
negotiating or soliciting a purchase, sale, resale, exchange, or	6976
transfer of an agricultural product.	6977

(3) "Agricultural product handler" or "handler" means any	6978
person who is engaged in the business of agricultural product	6979
handling, except that a person who sells only those agricultural	6980
products that hethe person has produced, or buys agricultural	6981
products for histhe person's own use, is not an agricultural	6982
product handler.	6983

(4) "Agricultural producer" or "producer" means any person	6984
who grows, raises, or produces an agricultural product on land	6985
that hethe person owns or leases.	6986

(5) "Proceeds" has the same meaning as in division (A)(64) of	6987
section 1309.251309.102 of the Revised Code.	6988

(B) An agricultural producer who delivers an agricultural	6989
product under an express or implied contract to an agricultural	6990
product handler, or an agricultural product handler who delivers	6991
an agricultural product under an express or implied contract to	6992
another agricultural product handler, has a lien to secure the	6993
payment for all of the agricultural product delivered under that	6994
contract. The lien attaches to the product, whether in a raw or	6995
processed condition, while in the possession of the agricultural	6996
product handler, and to the proceeds of the sale of the	6997
agricultural product. The lien attaches from the date of delivery	6998
of the agricultural product to the handler, or if there is a	6999
series of deliveries under the contract, from the date of the	7000
first delivery. The lien is contingent until the producer or	7001
handler complies with section 1311.56 of the Revised Code.	7002

(C) The lien on an agricultural product covers the contract	7003
price agreed upon, or when there is no agreed price at the time of	7004
delivery, the value of the agricultural product as determined by	7005
the "market news service" of the Ohio department of agriculture on	7006
the date the agricultural producer or handler files the affidavit	7007
permitted under section 1311.56 of the Revised Code.	7008

(D) Any waiver by a producer or handler of histhe	7009
producer's or handler's right to an agricultural product lien is	7010
void as being contrary to public policy.	7011

Sec. 1317.01.  As used in this chapter:

7012

(A) "Retail installment sale" includes every retail	7013
installment contract to sell specific goods, every consumer	7014
transaction in which the cash price may be paid in installments	7015
over a period of time, and every retail sale of specific goods to	7016
any person in which the cash price may be paid in installments	7017
over a period of time. "Retail installment sale" does not include	7018
a lease-purchase agreement as defined in division (F) of section	7019
1351.01 of the Revised Code nor a layaway arrangement as defined	7020
in division (S) of this section.	7021

(B) "Person" includes an individual, corporation, trust,	7022
partnership of two or more persons having a joint or common	7023
interest, and any other association.	7024

(C)(1) "Goods" means all things, including specially	7025
manufactured goods but not including the money in which the price	7026
is to be paid or things in action, that satisfy both of the	7027
following:	7028

(a) They are movable at the time of identification for sale	7029
or identification to the contract for sale;	7030

(b) They are purchased primarily for personal, family, or	7031
household purposes.	7032

(2) Nothing in division (C)(1) of this section shall be	7033
construed to exempt transactions involving items purchased for	7034
other than primarily personal, family, or household purposes from	7035
sections 2905.21 to 2905.24 of the Revised Code.	7036

(D) "Specific goods" means goods, including related services,	7037
identified and agreed upon at the time a contract to sell or a	7038
sale is made.	7039

(E) "Retail" means to dispose of specific goods to, or to	7040
acquire specific goods by, a person for use other than for	7041
purposes of resale.	7042

(F) "Buyer" means a person who buys or agrees to buy goods or	7043
any legal successor in interest of such person.	7044

(G) "Retail buyer" means a buyer who is a party to a retail	7045
installment sale, or any legal successor in interest of such	7046
person.	7047

(H) "Seller" means a person who sells or agrees to sell	7048
goods.	7049

(I) "Retail seller" means a seller who is a party to a retail	7050
installment sale.	7051

(J) "Holder of the retail installment contract" means any	7052
person to whom the money owed by the retail buyer on the retail	7053
installment contract has been paid.	7054

(K) "Cash price" means the price measured in dollars, agreed	7055
upon in good faith by the parties as the price at which the	7056
specific goods which are the subject matter of any retail	7057
installment sale would be sold if such sale were a sale for cash	7058
to be paid upon delivery instead of a retail installment sale.	7059
"Cash price" may include sales taxes.	7060

(L) "Retail installment contract" means any written	7061
instrument that is executed in connection with any retail	7062
installment sale and is required by section 1317.02 of the Revised	7063
Code or is authorized by section 1317.03 of the Revised Code, and	7064
includes all such instruments executed in connection with any	7065
retail installment sale.	7066

(M) "Contract for sale" and "sale" have the same meanings as	7067
in section 1302.01 of the Revised Code; and "security agreement"	7068
has the same meaning as in section 1309.011309.102 of the Revised	7069
Code.	7070

(N) "Finance charge" means the amount that the retail buyer	7071
pays or contracts to pay the retail seller for the privilege of	7072
paying the principal balance in installments over a period of	7073
time. Any advancement in the cash price ordinarily charged by the	7074
retail seller is a finance charge when a retail installment sale	7075
is made.	7076

(O) "Service charge" means the amount that the retail buyer	7077
pays or contracts to pay the retail seller for the privilege of	7078
paying the principal balance in installments over a period of time	7079
in addition to the finance charge for the same privilege.	7080

(P) "Consumer transaction" means a sale, lease, assignment,	7081
or other transfer of an item of goods, or a service, except those	7082
transactions between persons, defined in sections 4905.03 and	7083
5725.01 of the Revised Code, and their customers, or between	7084
attorneys or physicians and their clients or patients, to an	7085
individual for purposes that are primarily personal, family, or	7086
household. For the purposes of this chapter only, a "consumer	7087
transaction" does not include a lease-purchase agreement.	7088

(Q) "Purchase money loan" means a cash advance that is	7089
received by a consumer from a creditor in return for a finance	7090
charge within the meaning of the "Truth in Lending Act," 82 Stat.	7091
146 (1968), 15 U.S.C.A. 1601 and regulation Z thereunder, which is	7092
applied in whole or substantial part to a consumer transaction	7093
with a seller, who either:	7094

(1) Cooperates with the creditor to channel consumers to the	7095
creditor on a continuing basis;	7096

(2) Is affiliated with the creditor by common control,	7097
contract, or business arrangement.	7098

If a credit card issued by a bank or a savings and loan	7099
association is used by a consumer in a particular consumer	7100
transaction, the bank or savings and loan association is not a	7101
creditor, within the meaning of this division, with respect to the	7102
particular consumer transaction.	7103

(R) "Dealer" and "motor vehicle" have the same meanings as in	7104
section 4501.01 of the Revised Code.	7105

(S)(1) "Layaway arrangement" means a contract for sale at	7106
retail, other than one involving the sale of a motor vehicle by a	7107
dealer, in which the buyer agrees to buy and the seller agrees to	7108
sell specific goods at a future time and:	7109

(a) Until such future time, the seller agrees to retain	7110
possession of but remove the specific goods from its retail	7111
inventory and not offer the specific goods for sale to other	7112
persons or promises the availability thereof at the agreed time of	7113
delivery; and	7114

(b) The buyer agrees to pay the seller the layaway price, in	7115
whole or in part, by deposit, down payment, part payment,	7116
periodically or in installments or otherwise prior to delivery of	7117
the specific goods.	7118

(2) A layaway arrangement does not include interest or	7119
equivalent financing charges. If a contract of sale is a layaway	7120
arrangement, it is not a retail installment sale and it is not a	7121
contract subject to Chapter 1309. or sections 1351.02 to 1351.09	7122
or 1317.02 to 1317.16 of the Revised Code.	7123

(T) "Layaway price" means the price at which the specific	7124
goods which are the subject of a layaway arrangement are offered	7125
for sale at retail by the seller if such sale were a sale for cash	7126
to be paid in full upon delivery on the date the layaway	7127
arrangement was entered into instead of pursuant to a layaway	7128
arrangement. Layaway price may include sales taxes.	7129

Sec. 1317.12.  Notwithstanding any agreement to the contrary	7130
in a retail installment contract made on or after the effective	7131
date of this section, if collateral for a consumer transaction is	7132
taken possession of by the secured party on default, the secured	7133
party shall, within five business days after taking possession,	7134
send to the debtor a notice setting forth specifically the	7135
circumstances constituting the default and the amount by	7136
itemization that the debtor is required to pay to cure histhe	7137
default. Any notice required by section 1309.471309.611 or	7138
1317.16 of the Revised Code may be included as part of the notice	7139
required by this section. A secured party who disposes of the	7140
collateral without sending notice required by this section may not	7141
recover the costs of retaking possession of the collateral and is	7142
not entitled to a deficiency judgment.	7143

The debtor may cure histhe default within twenty days after	7144
the secured party retakes possession of the collateral, or within	7145
fifteen days after the secured party sends the notice required by	7146
this section, whichever is later, by delivering to the secured	7147
party the following:	7148

(A) All installments due or past due at the time of such	7149
delivery;	7150

(B) Any unpaid delinquency or deferred charges;

7151

(C) The actual and reasonable expenses incurred by the	7152
secured party in retaking possession of the collateral provided	7153
that any portion of such expenses which exceeds twenty-five	7154
dollars need not be delivered to the secured party pursuant to	7155
this division, but shall be added to the time balance;	7156

(D) A deposit by cash or bond in the amount of two	7157
installments, to secure the timely payment of future installments	7158
by the debtor. The secured party may apply such cash or the	7159
proceeds of such bond toward the satisfaction of the debt in the	7160
event of another default by the debtor.	7161

During the period between the time a secured party retakes	7162
possession of the collateral and the expiration or exercise of the	7163
debtor's right to cure histhe default, the secured party shall	7164
make the collateral available for inspection by the debtor during	7165
reasonable hours.	7166

If the debtor cures histhe default, hethe debtor may take	7167
possession of the collateral. The secured party shall assemble	7168
the collateral and make it available to the debtor at a time and	7169
place that is reasonably convenient to both parties. If the	7170
debtor requests the secured party to return the collateral to the	7171
place from which it was taken, the secured party may charge the	7172
debtor the actual and reasonable expenses incurred in returning	7173
the collateral to the place from which it was taken, which amount	7174
shall be added to the time balance.	7175

A debtor's right to cure histhe default pursuant to this	7176
section may not be exercised more than once with respect to a	7177
single debt.	7178

A secured party who reasonably believes that a debtor intends	7179
to conceal or remove the collateral from this state after curing	7180
histhe default may, within five days after retaking possession of	7181
the collateral, move in a court of competent jurisdiction that he	7182
the secured party be allowed to retain possession of the	7183
collateral as security for the debt. If the court finds	7184
reasonable cause to believe that the debtor intends to conceal the	7185
collateral or remove it from this state, it shall order that the	7186
collateral remain in the possession of the secured party,	7187
notwithstanding the other provisions of this section. If the	7188
debtor cures histhe default, the secured party shall not dispose	7189
of the collateral unless the debtor again defaults, and hethe	7190
secured party shall make such collateral available to the debtor	7191
when the debt is paid in full.	7192

Sec. 1317.13. As used in this section, "motor vehicle" and	7193
"mobile home" have the same meanings as in section 4501.01 of the	7194
Revised Code, and "manufactured home" has the same meaning as in	7195
section 3781.06 of the Revised Code.	7196

Notwithstanding the provisions of section 1309.461309.609 of	7197
the Revised Code or any agreement by the parties to a consumer	7198
transaction to the contrary, a secured party whose security	7199
interest is taken pursuant to section 1317.071 of the Revised Code	7200
shall not be entitled to take possession of the collateral, except	7201
for collateral that is a motor vehicle, a manufactured home, or a	7202
mobile home, upon default by the debtor if the time balance at the	7203
time of the default is less than twenty-five per cent of the sum	7204
of the time balance on the day such retail installment contract	7205
was executed and the down payment recited in such contract.	7206

Sec. 1317.16.  (A) A secured party whose security interest	7207
is taken pursuant to section 1317.071 of the Revised Code may,	7208
after default, dispose of any or all of the collateral only as	7209
authorized by this section.	7210

(B) Disposition of the collateral shall be by public sale	7211
only. Such sale may be as a unit or in parcels and the method,	7212
manner, time, place, and terms thereof shall be commercially	7213
reasonable. At least ten days prior to sale the secured party	7214
shall send notification of the time and place of such sale and of	7215
the minimum price for which such collateral will be sold, together	7216
with a statement that the debtor may be held liable for any	7217
deficiency resulting from such sale, by certified mail, return	7218
receipt requested, to the debtor at histhe debtor's last address	7219
known to the secured party, and to any persons known by the	7220
secured party to have an interest in the collateral. In addition,	7221
the secured party shall cause to be published, at least ten days	7222
prior to the sale, a notice of such sale listing the items to be	7223
sold, in a newspaper of general circulation in the county where	7224
the sale is to be held.	7225

(C) Except as modified by this section, section 1309.47	7226
sections 1309.610, 1309.611, 1309.615, 1309.617, and1309.624 of	7227
the Revised Code governsgovern disposition of collateral by the	7228
secured party.	7229

Sec. 1321.16.  (A) A licensee may make open-end loans	7230
pursuant to an agreement between the licensee and the borrower	7231
whereby:	7232

(1) The licensee may permit the borrower to obtain advances	7233
of money from the licensee from time to time or the licensee may	7234
advance money on behalf of the borrower from time to time as	7235
directed by the borrower.	7236

(2) The amount of each advance and permitted interest,	7237
charges, and costs are debited to the borrower's account and	7238
payments and other credits are credited to the same account.	7239

(3) The interest and charges are computed on the unpaid	7240
balance or balances of the account from time to time.	7241

(4) The borrower has the privilege of paying the account in	7242
full at any time or, if the account is not in default, in monthly	7243
installments of fixed or determinable amounts as provided in the	7244
agreement.	7245

For open-end loans, "billing cycle" means the time interval	7246
between periodic billing dates. A billing cycle shall be	7247
considered monthly if the closing date of the cycle is the same	7248
date each month or does not vary by more than four days from such	7249
date.	7250

(B) Notwithstanding any other provisions of the Revised	7251
Code, a licensee may contract for and receive interest for	7252
open-end loans at a rate or rates not exceeding those provided in	7253
division (A) of section 1321.13 of the Revised Code and may	7254
compute interest in each billing cycle by either of the following	7255
methods:	7256

(1) By multiplying the daily rate or rates by the daily	7257
unpaid balance of the account, in which case the daily rates are	7258
determined by dividing the annual rates by three hundred	7259
sixty-five;	7260

(2) By multiplying the monthly rate or rates by the average	7261
daily unpaid balance of the account in the billing cycle, in which	7262
case the average daily unpaid balance is the sum of all of the	7263
daily unpaid balances each day during the cycle divided by the	7264
number of days in the cycle. The monthly rates are determined by	7265
dividing the annual rates by twelve.	7266

The billing cycle shall be monthly and the unpaid balance on	7267
any day shall be determined by adding to any balance unpaid as of	7268
the beginning of that day all advances and permitted interest,	7269
charges, and costs and deducting all payments and other credits	7270
made or received that day.	7271

(C) In addition to the interest permitted in division (B) of	7272
this section, a licensee may charge and receive or add to the	7273
unpaid balance any or all of the following:	7274

(1) All charges and costs authorized by divisions (E), (F),	7275
(G), (H), and (J) of section 1321.13 of the Revised Code;	7276

(2) An annual credit line charge, for the privilege of	7277
maintaining a line of credit, for the first year not exceeding the	7278
greater of one per cent of the original credit line or thirty	7279
dollars, and for subsequent years not exceeding twenty dollars;	7280

(3) A default charge on any required minimum payment not	7281
paid in full within ten days after its due date. For this	7282
purpose, all required minimum payments are considered paid in the	7283
order in which they become due. The amount of the default charge	7284
shall not exceed the greater of five per cent of the required	7285
minimum payment or five dollars.	7286

(D) The borrower at any time may pay all or any part of the	7287
unpaid balance on the account or, if the account is not in	7288
default, the borrower may pay the unpaid balance in installments	7289
subject to minimum payment requirements as determined by the	7290
licensee and set forth in the open-end loan agreement.	7291

(E) If credit life insurance or credit accident and health	7292
insurance is obtained by the licensee and if the insured dies or	7293
becomes disabled when there is an outstanding open-end loan	7294
indebtedness, the insurance shall be sufficient to pay the unpaid	7295
balance on the loan due on the date of the borrower's death in the	7296
case of credit life insurance or all minimum payments that become	7297
due on the loan during the covered period of disability in the	7298
case of credit accident and health insurance. The additional	7299
charge for credit life insurance, credit accident and health	7300
insurance, or unemployment insurance shall be calculated each	7301
billing cycle by applying the current monthly premium rate for the	7302
insurance, filed by the insurer with the superintendent of	7303
insurance and not disapproved by himthe superintendent, to the	7304
unpaid balances in the borrower's account, using one of the	7305
methods specified in division (B) of this section for the	7306
calculation of interest. No credit life insurance, credit	7307
accident and health insurance, or unemployment insurance written	7308
in connection with an open-end loan shall be canceled by the	7309
licensee because of delinquency of the borrower in making the	7310
required minimum payments on the loan unless one or more such	7311
payments is past due for a period of thirty days or more. The	7312
licensee shall advance to the insurer the amounts required to keep	7313
the insurance in force during such period, which amounts may be	7314
debited to the borrower's account.	7315

(F) Whenever there is no unpaid balance in an open-end loan	7316
account, the account may be terminated by written notice, by the	7317
borrower or the licensee, to the other party. If a licensee has	7318
taken a security interest in personal property to secure the	7319
open-end loan, the licensee shall release the security interest	7320
and terminate any financing statement in accordance with section	7321
1309.411309.513 of the Revised Code.	7322

Sec. 1321.58.  (A) A registrant may make open-end loans	7323
pursuant to an agreement between the registrant and the borrower	7324
whereby:	7325

(1) The registrant may permit the borrower to obtain	7326
advances of money from the registrant from time to time or the	7327
registrant may advance money on behalf of the borrower from time	7328
to time as directed by the borrower.	7329

(2) The amount of each advance and permitted interest,	7330
charges, and costs are debited to the borrower's account and	7331
payments and other credits are credited to the same account.	7332

(3) The interest and charges are computed on the unpaid	7333
balance or balances of the account from time to time.	7334

(4) The borrower has the privilege of paying the account in	7335
full at any time or, if the account is not in default, in	7336
installments of determinable amounts as provided in the agreement.	7337

For open-end loans, "billing cycle" means the time interval	7338
between periodic billing dates. A billing cycle shall be	7339
considered monthly if the closing date of the cycle is the same	7340
date each month or does not vary by more than four days from such	7341
date.	7342

(B) Notwithstanding any other provisions of the Revised	7343
Code, a registrant may contract for and receive interest for	7344
open-end loans at a rate or rates not exceeding twenty-one per	7345
cent per year and may compute interest in each billing cycle by	7346
either of the following methods:	7347

(1) By multiplying the daily rate by the daily unpaid	7348
balance of the account, in which case the daily rate is determined	7349
by dividing the annual rate by three hundred sixty-five;	7350

(2) By multiplying the monthly rate by the average daily	7351
unpaid balance of the account in the billing cycle, in which case	7352
the average daily unpaid balance is the sum of all of the daily	7353
unpaid balances each day during the cycle divided by the number of	7354
days in the cycle. The monthly rate is determined by dividing the	7355
annual rate by twelve.	7356

The billing cycle shall be monthly and the unpaid balance on	7357
any day shall be determined by adding to any balance unpaid as of	7358
the beginning of that day all advances and permitted interest,	7359
charges, and costs and deducting all payments and other credits	7360
made or received that day.	7361

(C) In addition to the interest permitted in division (B) of	7362
this section, a registrant may charge and receive or add to the	7363
unpaid balance any or all of the following:	7364

(1) All charges and costs authorized by divisions (E), (F),	7365
(G), (H), (I), and (K) of section 1321.57 of the Revised Code;	7366

(2) An annual credit line charge, for the privilege of	7367
maintaining a line of credit, as follows:	7368

(a) For the first year:

7369

(i) If the original credit line is less than five thousand	7370
dollars, an amount not exceeding one hundred fifty dollars;	7371

(ii) If the original credit line is at least five thousand	7372
dollars, an amount not exceeding the greater of one per cent of	7373
the original credit line or two hundred fifty dollars.	7374

(b) For subsequent years an amount not exceeding the greater	7375
of one-half per cent of the credit line on the anniversary date or	7376
fifty dollars.	7377

(3) A default charge on any required minimum payment not	7378
paid in full within ten days after its due date. For this	7379
purpose, all required minimum payments are considered paid in the	7380
order in which they become due. The amount of the default charge	7381
shall not exceed the greater of five per cent of the required	7382
minimum payment or fifteen dollars.	7383

(D) The borrower at any time may pay all or any part of the	7384
unpaid balance on the account or, if the account is not in	7385
default, the borrower may pay the unpaid balance in installments	7386
subject to minimum payment requirements as determined by the	7387
registrant and set forth in the open-end loan agreement.	7388

(E) If credit life insurance or credit accident and health	7389
insurance is obtained by the registrant and if the insured dies or	7390
becomes disabled when there is an outstanding open-end loan	7391
indebtedness, the insurance shall be sufficient to pay the unpaid	7392
balance on the loan due on the date of the borrower's death in the	7393
case of credit life insurance or all minimum payments that become	7394
due on the loan during the covered period of disability in the	7395
case of credit accident and health insurance. The additional	7396
charge for credit life insurance, credit accident and health	7397
insurance, or unemployment insurance shall be calculated each	7398
billing cycle by applying the current monthly premium rate for the	7399
insurance, filed by the insurer with the superintendent of	7400
insurance and not disapproved by the superintendent, to the unpaid	7401
balances in the borrower's account, using one of the methods	7402
specified in division (B) of this section for the calculation of	7403
interest. No credit life insurance, credit accident and health	7404
insurance, or unemployment insurance written in connection with an	7405
open-end loan shall be canceled by the registrant because of	7406
delinquency of the borrower in making the required minimum	7407
payments on the loan unless one or more such payments is past due	7408
for a period of thirty days or more. The registrant shall advance	7409
to the insurer the amounts required to keep the insurance in force	7410
during such period, which amounts may be debited to the borrower's	7411
account.	7412

(F) Whenever there is no unpaid balance in an open-end loan	7413
account, the account may be terminated by written notice, by the	7414
borrower or the registrant, to the other party. If a registrant	7415
has taken a mortgage on real property to secure the open-end loan,	7416
the registrant shall deliver, within thirty days following	7417
termination of the account, a release of the mortgage to the	7418
borrower. If a registrant has taken a security interest in	7419
personal property to secure the open-end loan, the registrant	7420
shall release the security interest and terminate any financing	7421
statement in accordance with section 1309.411309.513 of the	7422
Revised Code.	7423

Sec. 1321.83.  No filing provisions of sections 1309.01 to	7424
1309.50Chapter1309. of the Revised Code apply to insurance	7425
premium finance agreements, and no filing of the premium finance	7426
agreement is necessary to perfect the validity of such agreements	7427
as a secured transaction as against creditors, subsequent	7428
purchasers, pledgees, encumbrancers, trustees in bankruptcy or any	7429
other insolvency proceeding under any law, or their successors or	7430
assigns.	7431

Sec. 1329.68.  The fee for expedited filing service by the	7432
secretary of state for any filing under this chapter is ten	7433
dollars in addition to the fee the secretary of state is otherwise	7434
required to collect for the filing under this chapter. All of the	7435
fees collected by the secretary of state under this section shall	7436
be deposited in the state treasury to the credit of the corporate	7437
and uniform commercial code filing fund created in section	7438
1309.4011309.528 of the Revised Code.	7439

Sec. 1336.08.  (A) A transfer or an obligation is not	7440
fraudulent under division (A)(1) of section 1336.04 of the Revised	7441
Code against a person who took in good faith and for a reasonably	7442
equivalent value or against any subsequent transferee or obligee.	7443

(B)(1) Except as otherwise provided in this section, to the	7444
extent a transfer is voidable in an action by a creditor or a	7445
child support enforcement agency under division (A)(1) of section	7446
1336.07 of the Revised Code, the creditor or agency may recover a	7447
judgment for the value of the asset transferred, as adjusted under	7448
division (B)(2) of this section, or the amount necessary to	7449
satisfy the claim of the creditor or agency, whichever is less.	7450
The judgment may be entered against either of the following:	7451

(a) The first transferee of the asset or the person for	7452
whose benefit the transfer was made;	7453

(b) Any subsequent transferee other than a good faith	7454
transferee who took for value or from any subsequent transferee.	7455

(2) If the judgment under division (B)(1) of this section is	7456
based upon the value of the asset transferred, the judgment shall	7457
be in an amount equal to the value of the asset at the time of the	7458
transfer, subject to adjustment as the equities may require.	7459

(C) Notwithstanding the voidability of a transfer or an	7460
obligation under division (A)(1) of section 1336.07 of the Revised	7461
Code, a good faith transferee or obligee is entitled, to the	7462
extent of the value given to the debtor for the transfer or	7463
obligation, to any of the following:	7464

(1) A lien on or a right to retain any interest in the asset	7465
transferred;	7466

(2) Enforcement of any obligation incurred;

7467

(3) A reduction in the amount of the liability on the	7468
judgment.	7469

(D) A transfer is not fraudulent under division (A)(2) of	7470
section 1336.04 or section 1336.05 of the Revised Code if the	7471
transfer results from either of the following:	7472

(1) Termination of a lease upon default by the debtor when	7473
the termination is pursuant to the lease and applicable law;	7474

(2) Enforcement of a security interest in compliance with	7475
section 1309.44sections 1309.601 to1309.604 of the Revised Code.	7476

(E) A transfer is not fraudulent under division (B) of	7477
section 1336.05 of the Revised Code as follows:	7478

(1) To the extent the insider gave new value to or for the	7479
benefit of the debtor after the transfer was made, unless the new	7480
value was secured by a valid lien;	7481

(2) If made in the ordinary course of business or financial	7482
affairs of the debtor and the insider;	7483

(3) If made pursuant to a good faith effort to rehabilitate	7484
the debtor and the transfer secured present value given for that	7485
purpose as well as an antecedent debt of the debtor.	7486

Sec. 1548.11.  (A) In the event of the transfer of ownership	7487
of a watercraft or outboard motor by operation of law, as upon	7488
inheritance, devise, bequest, order in bankruptcy, insolvency,	7489
replevin, or execution of sale, or whenever the engine of a	7490
watercraft is replaced by another engine, or whenever a watercraft	7491
or outboard motor is sold to satisfy storage or repair charges, or	7492
repossession is had upon default in performance of the terms of a	7493
security agreement as provided in sections 1309.01 to 1309.50	7494
Chapter1309. of the Revised Code, the clerk of the court of	7495
common pleas of the county in which the last certificate of title	7496
to the watercraft or outboard motor was issued, upon the surrender	7497
of the prior certificate of title or the manufacturer's or	7498
importer's certificate, or, when that is not possible, upon	7499
presentation of satisfactory proof to the clerk of ownership and	7500
rights of possession to the watercraft or outboard motor, and upon	7501
payment of the fee prescribed in section 1548.10 of the Revised	7502
Code and presentation of an application for certificate of title,	7503
may issue to the applicant a certificate of title to the	7504
watercraft or outboard motor. Only an affidavit by the person or	7505
agent of the person to whom possession of the watercraft or	7506
outboard motor has passed, setting forth the facts entitling the	7507
person to possession and ownership, together with a copy of the	7508
journal entry, court order, or instrument upon which the claim of	7509
possession and ownership is founded, is satisfactory proof of	7510
ownership and right of possession. If the applicant cannot	7511
produce such proof of ownership, the applicant may apply directly	7512
to the chief of the division of watercraft and submit such	7513
evidence as the applicant has, and the chief, if the chief finds	7514
the evidence sufficient, may authorize the clerk to issue a	7515
certificate of title. If, from the records in the office of the	7516
clerk, there appears to be any lien on the watercraft or outboard	7517
motor, the certificate of title shall contain a statement of the	7518
lien unless the application is accompanied by proper evidence of	7519
its extinction.	7520

(B) Upon the death of one of the persons who have	7521
established joint ownership with right of survivorship under	7522
section 2106.17 of the Revised Code in a watercraft or outboard	7523
motor and the presentation to the clerk of the title and the	7524
certificate of death of the deceased person, the clerk shall enter	7525
into the records the transfer of the watercraft or outboard motor	7526
to the surviving person, and the title to the watercraft or	7527
outboard motor immediately passes to the surviving person. The	7528
transfer does not affect any liens on the watercraft or outboard	7529
motor.	7530

(C) The clerk shall transfer a decedent's interest in one	7531
watercraft, one outboard motor, or one of each to the decedent's	7532
surviving spouse as provided in section 2106.19 of the Revised	7533
Code.	7534

Sec. 1701.66.  (A) A mortgage of property of any	7535
description, or any interest therein, made (1) by a corporation	7536
which is a railroad or a public utility as defined by sections	7537
4907.02, 4905.02, and 4905.03 of the Revised Code; or (2) by a	7538
corporation, domestic or foreign, organized for the purpose of	7539
constructing, acquiring, owning, or operating a railroad or public	7540
utility, as so defined, or any part thereof, or, as a common	7541
carrier, a trolley bus system, in whole or in part in this state;	7542
or (3) by a municipal corporation pursuant to Section 12 of	7543
Article XVIII, Ohio Constitution; or (4) by the state, a county,	7544
or a municipal corporation, pursuant to Chapter 165. of the	7545
Revised Code, or a port authority pursuant to section 4582.06 or	7546
4582.31 of the Revised Code; shall be recorded in the office of	7547
the county recorder of each county in this state in which any of	7548
said property is situated or employed; but a mortgage by such	7549
mortgagor which includes rolling stock or movable equipment such	7550
as cars, locomotives, or trolley buses, motor buses, or other	7551
vehicles, or machines for aerial transportation, may be filed in	7552
the office of the secretary of state, and when so filed shall have	7553
the same effect, as to the lien created thereby on such rolling	7554
stock, movable equipment, or machines, as though filed in the	7555
office of the recorder of each such county in which such rolling	7556
stock, movable equipment, or machines are situated or employed. In	7557
lieu of filing an original of said mortgage, a true copy thereof,	7558
with an affidavit by the mortgagor, the mortgagee, or an agent of	7559
either that it is a true copy, may be filed.	7560

(B) Any such mortgage shall be a lien on the property	7561
therein described from the respective times of the filing of such	7562
mortgage for record with the recorders of said counties; but any	7563
such mortgage covering such rolling stock, movable equipment, or	7564
machines shall be a lien thereon from the time of the filing of	7565
such mortgage, or a true copy thereof, with the secretary of	7566
state.	7567

(C) If any mortgage by its terms creates a lien upon any	7568
property, which may thereafter be acquired by the mortgagor, it	7569
shall be a lien upon all the interest of the mortgagor in such	7570
after-acquired property from the date of its acquisition, if such	7571
mortgage was or is recorded or filed as provided in this section.	7572

(D) The secretary of state shall charge and collect, for	7573
every such mortgage or true copy thereof filed in histhe	7574
secretary of state's office, a fee of ten dollars and, for each	7575
page in excess of twenty-five pages an additional fee of one	7576
dollar. HeThe secretary of state shall endorse on the mortgage or	7577
true copy the time of its filing and shall keep a record of the	7578
filing in a book to be kept for said purpose, giving the names of	7579
all parties to the mortgage, alphabetically arranged, the date of	7580
the mortgage, and the time of its filing. The mortgage or true	7581
copy and the record of its filing shall be open to public	7582
inspection. When the mortgage is canceled, the date of	7583
cancellation shall be entered on the margin of the record thereof.	7584

(E) Mortgages of the character described in this section	7585
need not be otherwise filed or refiled as security interests under	7586
sections 1309.01 to 1309.50Chapter1309. of the Revised Code.	7587

(F) Nothing contained in this section shall make	7588
inapplicable the provisions of Chapters 4505. to 4519. of the	7589
Revised Code, relating to motor vehicles.	7590

Sec. 4503.31.  As used in this section, "person" includes,	7591
but is not limited to, any person engaged in the business of	7592
manufacturing or distributing, or selling at retail, displaying,	7593
offering for sale, or dealing in, motorized bicycles who is not	7594
subject to section 4503.09 of the Revised Code, or an Ohio	7595
nonprofit corporation engaged in the business of testing of motor	7596
vehicles.	7597

Persons other than manufacturers, dealers, or distributors	7598
may register annually with the registrar of motor vehicles and	7599
obtain placards to be displayed on motor vehicles as provided by	7600
this section. Applications for annual registration shall be made	7601
at the time provided for payment of the tax and postage imposed on	7602
manufacturers, dealers, or distributors and shall be in the manner	7603
to be prescribed by the registrar. The fee for such registration	7604
shall be twenty-five dollars and shall not be reduced when the	7605
registration is for a part of a year. Applicants may procure a	7606
reasonable number of certified copies of such registration upon	7607
the payment of a fee of five dollars and appropriate postage as	7608
required by the registrar for each copy.	7609

Upon the filing of the application and the payment of the fee	7610
and postage prescribed by this section, the registrar shall issue	7611
to each applicant a certificate of registration and assign a	7612
distinctive number and furnish one placard with the number	7613
thereon. With each of the certified copies of the registration	7614
provided for in this section the registrar shall furnish one	7615
placard with the same numbering assigned in the original	7616
registration certificate and shall add thereto such special	7617
designation as necessary to distinguish one set of placards from	7618
another. All placards furnished by the registrar pursuant to this	7619
section shall be so marked as to be distinguishable from placards	7620
issued dealers, manufacturers, or distributors. Placards issued	7621
pursuant to this section may be used only on motor vehicles or	7622
motorized bicycles owned and being used in testing or being	7623
demonstrated for purposes of sale or lease; or on motor vehicles	7624
subject to the rights and remedies of a secured party being	7625
exercised under sections 1309.01 to 1309.50Chapter1309. of the	7626
Revised Code; or on motor vehicles being held or transported by	7627
any insurance company for purposes of salvage disposition; or on	7628
motor vehicles being transported by any persons regularly engaged	7629
in salvage operations or scrap metal processing from the point of	7630
acquisition to their established place of business; or on motor	7631
vehicles owned by or in the lawful possession of an Ohio nonprofit	7632
corporation while being used in the testing of those motor	7633
vehicles.	7634

Placards issued pursuant to this section also may be used by	7635
persons regularly engaged in the business of rustproofing,	7636
reconditioning, or installing equipment or trim on motor vehicles	7637
for motor vehicle dealers and shall be used exclusively when such	7638
motor vehicles are being transported to or from the motor vehicle	7639
dealer's place of business; and by persons engaged in	7640
manufacturing articles for attachment to motor vehicles when such	7641
motor vehicles are being transported to or from places where	7642
mechanical equipment is attached to the chassis of such new motor	7643
vehicles; or on motor vehicles being towed by any persons	7644
regularly and primarily engaged in the business of towing motor	7645
vehicles while such vehicle is being towed to a point of storage.	7646

Placards issued pursuant to this section also may be used on	7647
trailers being transported by persons engaged in the business of	7648
selling tangible personal property other than motor vehicles.	7649

No person required to register an apportionable vehicle under	7650
the international registration plan shall apply for or receive a	7651
placard for that vehicle under this section.	7652

The fees collected by the registrar pursuant to this section	7653
shall be paid into the state bureau of motor vehicles fund	7654
established in section 4501.25 of the Revised Code and used for	7655
the purposes described in that section.	7656

Sec. 4505.04.  (A) No person acquiring a motor vehicle from	7657
its owner, whether the owner is a manufacturer, importer, dealer,	7658
or any other person, shall acquire any right, title, claim, or	7659
interest in or to the motor vehicle until there is issued to the	7660
person a certificate of title to the motor vehicle, or delivered	7661
to the person a manufacturer's or importer's certificate for it;	7662
and no waiver or estoppel operates in favor of such person against	7663
a person having possession of the certificate of title to, or	7664
manufacturer's or importer's certificate for, the motor vehicle,	7665
for a valuable consideration.	7666

(B) Subject to division (C) of this section, no court shall	7667
recognize the right, title, claim, or interest of any person in or	7668
to any motor vehicle sold or disposed of, or mortgaged or	7669
encumbered, unless evidenced:	7670

(1) By a certificate of title, a manufacturer's or	7671
importer's certificate, or a certified receipt of title	7672
cancellation to an exported motor vehicle issued in accordance	7673
with sections 4505.01 to 4505.21 of the Revised Code;	7674

(2) By admission in the pleadings or stipulation of the	7675
parties;	7676

(3) In an action by a secured party to enforce a security	7677
interest perfected under sections 1309.01 to 1309.50Chapter1309.	7678
of the Revised Code in accordance with division (A) of section	7679
4505.13 of the Revised Code, by an instrument showing a valid	7680
security interest.	7681

(C)(1) As used in division (C) of this section:

7682

(a) "Harm" means damage or other loss.

7683

(b) "Lease agreement" includes a sublease agreement as	7684
defined in division (C)(1)(d) of this section.	7685

(c) "Lessee" includes a sublessee under a sublease agreement,	7686
but only if the sublessee is a motor vehicle leasing dealer	7687
licensed under Chapter 4517. of the Revised Code.	7688

(d) "Sublease agreement" means a lease of a motor vehicle	7689
between a motor vehicle leasing dealer licensed under Chapter	7690
4517. of the Revised Code and a second such duly licensed motor	7691
vehicle leasing dealer.	7692

(e) "Tort action" means a civil action for damages for harm	7693
to a motor vehicle, other than a civil action for damages for a	7694
breach of contract or another agreement between persons.	7695

(2) Notwithstanding divisions (A) and (B) of this section,	7696
if a motor vehicle that is the subject of a lease agreement	7697
sustains harm during the term of that agreement and if all of the	7698
following conditions are satisfied, the lessee may commence a tort	7699
action in the lessee's own name to recover damages for the harm	7700
from the person allegedly responsible for it:	7701

(a) The lessee shall file with and attach to the complaint	7702
in the tort action a copy of the lease agreement pursuant to which	7703
the lessee is responsible for damage to the motor vehicle, for	7704
purposes of establishing the ownership of the motor vehicle and	7705
the interest of the lessee in it;	7706

(b) The harm to the motor vehicle shall be such that, under	7707
the lease agreement, the lessee bringing the action is legally	7708
responsible for the repair of the harm;	7709

(c) The lessee shall cause a copy of the complaint in the	7710
tort action to be served upon the owner of the motor vehicle and	7711
upon any other lessee of the vehicle in accordance with the Rules	7712
of Civil Procedure.	7713

Sec. 4505.10.  (A) In the event of the transfer of ownership	7714
of a motor vehicle by operation of law, as upon inheritance,	7715
devise or bequest, order in bankruptcy, insolvency, replevin, or	7716
execution sale, a motor vehicle is sold to satisfy storage or	7717
repair charges, or repossession is had upon default in performance	7718
of the terms of a security agreement as provided in Chapter 1309.	7719
of the Revised Code and the secured party has complied with the	7720
repossession requirements of section 1309.46 of the Revised Code	7721
and all of the requirementsnotified the debtor as required by	7722
division (B) of section 1309.471309.611 of the Revised Code,	7723
including the notice requirements, the clerk of the court of	7724
common pleas of the county in which the last certificate of title	7725
to the motor vehicle was issued, upon the surrender of the prior	7726
certificate of title or the manufacturer's or importer's	7727
certificate, or, when that is not possible, upon presentation of	7728
satisfactory proof to the clerk of ownership and rights of	7729
possession to the motor vehicle, and upon payment of the fee	7730
prescribed in section 4505.09 of the Revised Code and presentation	7731
of an application for certificate of title, may issue to the	7732
applicant a certificate of title to the motor vehicle. Only an	7733
affidavit by the person or agent of the person to whom possession	7734
of the motor vehicle has passed, setting forth the facts entitling	7735
the person to the possession and ownership, together with a copy	7736
of the journal entry, court order, or instrument upon which the	7737
claim of possession and ownership is founded, is satisfactory	7738
proof of ownership and right of possession. If the applicant	7739
cannot produce that proof of ownership, the applicant may apply	7740
directly to the registrar of motor vehicles and submit the	7741
evidence the applicant has, and the registrar, if the registrar	7742
finds the evidence sufficient, then may authorize the clerk to	7743
issue a certificate of title. If, from the records in the office	7744
of the clerk, there appears to be any lien on the motor vehicle,	7745
the certificate of title shall contain a statement of the lien	7746
unless the application is accompanied by proper evidence of its	7747
extinction.	7748

(B) The clerk shall transfer a decedent's interest in one or	7749
two automobiles to the surviving spouse of the decedent, as	7750
provided in section 2106.18 of the Revised Code, upon receipt of	7751
the title or titles. An affidavit executed by the surviving	7752
spouse shall be submitted to the clerk with the title or titles.	7753
The affidavit shall give the date of death of the decedent, shall	7754
state that each automobile for which the decedent's interest is to	7755
be so transferred is not disposed of by testamentary disposition,	7756
and shall provide an approximate value for each automobile	7757
selected to be transferred by the surviving spouse. The affidavit	7758
shall also contain a description for each automobile for which the	7759
decedent's interest is to be so transferred. The transfer does	7760
not affect any liens upon any automobile for which the decedent's	7761
interest is so transferred.	7762

(C) Upon the death of one of the persons who have	7763
established joint ownership with right of survivorship under	7764
section 2106.17 of the Revised Code in a motor vehicle, and upon	7765
presentation to the clerk of the title and the certificate of	7766
death of the decedent, the clerk shall transfer title to the motor	7767
vehicle to the survivor. The transfer does not affect any liens	7768
upon any motor vehicle so transferred.	7769

Sec. 4505.13.  (A)(1) Sections 1309.01 to 1309.50Chapter	7770
1309. and section 1701.66 of the Revised Code do not permit or	7771
require the deposit, filing, or other record of a security	7772
interest covering a motor vehicle, except as provided in division	7773
(A)(2) of this section.	7774

(2) Sections 1309.01 to 1309.50Chapter1309. of the Revised	7775
Code applyapplies to a security interest in a motor vehicle held	7776
as inventory, as defined in division (D) of section 1309.07	7777
1309.102 of the Revised Code, for sale by a dealer, as defined in	7778
division (J) of section 4517.01 of the Revised Code. The security	7779
interest has priority over creditors of the dealer as provided in	7780
sections 1309.01 to 1309.50Chapter1309. of the Revised Code	7781
without notation of the security interest on a certificate of	7782
title or without the retention of a manufacturer's or importer's	7783
certificate.	7784

(B) Subject to division (A) of this section, any security	7785
agreement covering a security interest in a motor vehicle, if a	7786
notation of the agreement has been made by the clerk of the court	7787
of common pleas on the face of the certificate of title, is valid	7788
as against the creditors of the debtor, whether armed with process	7789
or not, and against subsequent purchasers, secured parties, and	7790
other lienholders or claimants. All security interests, liens,	7791
mortgages, and encumbrances noted upon a certificate of title take	7792
priority according to the order of time in which they are noted on	7793
the certificate by the clerk. Exposure for sale of any motor	7794
vehicle by its owner, with the knowledge or with the knowledge and	7795
consent of the holder of any security interest, lien, mortgage, or	7796
encumbrance on it, does not render that security interest, lien,	7797
mortgage, or encumbrance ineffective as against the creditors of	7798
that owner, or against holders of subsequent security interests,	7799
liens, mortgages, or encumbrances upon that motor vehicle.	7800

The secured party, upon presentation of the security	7801
agreement to the clerk of the county in which the certificate of	7802
title was issued, together with the certificate of title and the	7803
fee prescribed by section 4505.09 of the Revised Code, may have a	7804
notation of the security interest made. The clerk shall issue,	7805
over the clerk's signature and seal of office, a new original	7806
certificate of title from the automated title processing records	7807
that indicates the security interest and the date of the security	7808
interest.	7809

When the security interest is discharged, the holder of it	7810
shall note its discharge on the face of the certificate of title	7811
over the holder's signature, or over the holder's signature on a	7812
form prescribed by the registrar of motor vehicles when there is	7813
no space for the discharge on the face of the certificate of	7814
title. Prior to delivering the certificate to the owner, the	7815
holder or the holder's agent shall present it to the clerk for the	7816
purpose of having the clerk note the cancellation of the security	7817
interest on the face of the certificate of title and upon the	7818
records of the clerk. The clerk, if that cancellation appears to	7819
be genuine, shall note the cancellation on the certificate of	7820
title and also on the clerk's records.	7821

(C) Notwithstanding any provision of sections 1310.01 to	7822
1310.78 of the Revised Code or of any other law, the lease of a	7823
motor vehicle or trailer does not constitute a conditional sale or	7824
create a security interest merely because the lease agreement	7825
permits or requires the lessor, at the end of the lease term, to	7826
adjust the rental price to either a higher or a lower amount by	7827
reference to the amount the lessor realizes upon the sale or other	7828
disposition of the motor vehicle or trailer.	7829

Sec. 4519.68.  (A)(1) Chapter 1309. of the Revised Code does	7830
not permit or require the deposit, filing, or other record of a	7831
security interest covering an off-highway motorcycle or	7832
all-purpose vehicle, except as provided in division (A)(2) of this	7833
section.	7834

(2) Sections 1309.01 to 1309.50Chapter1309. of the Revised	7835
Code applyapplies to a security interest in an off-highway	7836
motorcycle or all-purpose vehicle held as inventory, as defined in	7837
division (D) of section 1309.071309.102 of the Revised Code, for	7838
sale by a dealer. The security interest has priority over	7839
creditors of the dealer as provided in sections 1309.01 to 1309.50	7840
Chapter1309. of the Revised Code without notation of the security	7841
interest on a certificate of title or without the retention of a	7842
manufacturer's or importer's certificate.	7843

(B) Subject to division (A) of this section, any security	7844
agreement covering a security interest in an off-highway	7845
motorcycle or all-purpose vehicle, if a notation of the agreement	7846
has been made by the clerk of the court of common pleas on the	7847
face of the certificate of title, is valid as against the	7848
creditors of the debtor, whether armed with process or not, and	7849
against subsequent purchasers, secured parties, and other	7850
lienholders or claimants. All security interests, liens,	7851
mortgages, and encumbrances noted upon a certificate of title take	7852
priority according to the order of time in which they are noted	7853
thereon by the clerk. Exposure for sale of any off-highway	7854
motorcycle or all-purpose vehicle by its owner, with the knowledge	7855
or with the knowledge and consent of the holder of any security	7856
interest, lien, mortgage, or encumbrance thereon, does not render	7857
the security interest, lien, mortgage, or encumbrance ineffective	7858
as against the creditors of the owner, or against holders of	7859
subsequent security interests, liens, mortgages, or encumbrances	7860
upon the off-highway motorcycle or all-purpose vehicle.	7861

The secured party, upon presentation of the security	7862
agreement to the clerk of the court of common pleas of the county	7863
in which the certificate of title was issued, together with the	7864
certificate of title and the fee prescribed by section 4519.59 of	7865
the Revised Code, may have a notation of the security interest	7866
made on the face of the certificate of title and, if such a	7867
notation is made, another notation of the lien shall be entered	7868
into the automated title processing system for motor vehicle	7869
titles. The clerk, over the clerk's signature and seal of office,	7870
shall issue a new original certificate of title from the automated	7871
title processing system that indicates the security interest and	7872
the date of the security interest.	7873

When the security interest is discharged, the holder thereof	7874
shall note the discharge over the holder's signature on the face	7875
of the certificate of title or over the holder's signature on a	7876
form prescribed by the registrar of motor vehicles when there is	7877
no space for the discharge on the face of the certificate of	7878
title. Prior to delivering the certificate to the owner, the	7879
holder or the holder's agent shall present it and any additional	7880
information the clerk requires to the clerk to have the clerk note	7881
the cancellation of the security interest on the face of the	7882
certificate of title and upon the records of the clerk. If the	7883
cancellation appears to be genuine, the clerk shall note the	7884
cancellation on the certificate of title and also shall note the	7885
cancellation on the clerk's records and notify the registrar, who	7886
shall note the cancellation. If a security interest that is	7887
discharged does not appear on the face of the certificate of title	7888
but instead was entered into the automated title processing system	7889
for motor vehicles, the clerk shall enter the cancellation into	7890
the automated title processing system and also shall note the	7891
cancellation on a form prescribed by the registrar.	7892

Section 2.  That existing sections 111.18, 317.12, 317.32,	7893
317.321, 1301.01, 1301.05, 1301.12, 1302.01, 1302.13, 1302.39,	7894
1302.42, 1302.43, 1302.44, 1302.46, 1302.90, 1303.02, 1304.20,	7895
1307.14, 1307.31, 1308.02, 1308.05, 1308.16, 1308.24, 1308.27,	7896
1308.60, 1309.08, 1309.11, 1309.13, 1309.15, 1309.16, 1309.18,	7897
1309.20, 1309.23, 1309.25, 1309.28, 1309.30, 1309.32, 1309.35,	7898
1309.36, 1309.401, 1309.431, 1310.01, 1310.31, 1310.35, 1310.37,	7899
1311.55, 1317.01, 1317.12, 1317.13, 1317.16, 1321.16, 1321.58,	7900
1321.83, 1329.68, 1336.08, 1548.11, 1701.66, 4503.31, 4505.04,	7901
4505.10, 4505.13, and 4519.68 and sections 111.25, 1309.01,	7902
1309.02, 1309.03, 1309.04, 1309.05, 1309.06, 1309.07, 1309.10,	7903
1309.111, 1309.112, 1309.113, 1309.12, 1309.14, 1309.17, 1309.19,	7904
1309.21, 1309.22, 1309.24, 1309.26, 1309.27, 1309.29, 1309.31,	7905
1309.33, 1309.34, 1309.37, 1309.38, 1309.39, 1309.40, 1309.402,	7906
1309.41, 1309.42, 1309.43, 1309.44, 1309.45, 1309.46, 1309.47,	7907
1309.48, 1309.49, and 1309.50 of the Revised Code are hereby	7908
repealed.	7909

Section 3.  Section 1301.05 of the Revised Code is presented	7911
in this act as a composite of the section as amended by both H.B.	7912
338 and Am. Sub. H.B. 170 of the 122nd General Assembly. Section	7913
1309.23 of the Revised Code is presented in this act as a	7914
composite of the section as amended by both H.B. 338 and Am. Sub.	7915
H.B. 170 of the 122nd General Assembly. The General Assembly,	7916
applying the principle stated in division (B) of section 1.52 of	7917
the Revised Code that amendments are to be harmonized if	7918
reasonably capable of simultaneous operation, finds that the	7919
composite is the resulting version of the section in effect prior	7920
to the effective date of the section as presented in this act.	7921

Section 4. Sections 1 and 2 of this act shall take effect on	7922
July 1, 2001.	7923

Section 5. This act is hereby declared to be an emergency	7924
measure necessary for the immediate preservation of the public	7925
peace, health, and safety. The reason for such necessity is that	7926
Revised Article 9 of the Uniform Commercial Code contains a	7927
nationally uniform effective date established by the Uniform Law	7928
Commissioners and complications may result in the area of secured	7929
transactions if former Article 9 is in effect in Ohio on July 1,	7930
2001. Therefore, this act shall go into immediate effect.	7931