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Sub. S. B. No. 208 As Enrolled
(129th General Assembly)
(Substitute Senate Bill Number 208)
AN ACT
To amend sections 102.01, 103.63, 1309.102, 1309.105,
1309.307, 1309.311, 1309.316, 1309.317, 1309.326,
1309.406, 1309.408, 1309.502, 1309.503, 1309.507,
1309.515, 1309.516, 1309.518, 1309.521, and
1309.607 of the Revised Code to make changes to
Ohio's Uniform Commercial Code and to provide that
the Joint Legislative Ethics Committee is the
appropriate ethics commission for matters relating
to the public member appointees to the
Constitutional Modernization Commission.
Be it enacted by the General Assembly of the State of Ohio:
SECTION 1. That sections 102.01, 103.63, 1309.102, 1309.105,
1309.307, 1309.311, 1309.316, 1309.317, 1309.326, 1309.406,
1309.408, 1309.502, 1309.503, 1309.507, 1309.515, 1309.516,
1309.518, 1309.521, and 1309.607 of the Revised Code be amended to
read as follows:
Sec. 102.01. As used in this chapter:
(A) "Compensation" means money, thing of value, or financial
benefit. "Compensation" does not include reimbursement for actual
and necessary expenses incurred in the performance of official
duties.
(B) "Public official or employee" means any person who is
elected or appointed to an office or is an employee of any public
agency. "Public official or employee" does not include a person
elected or appointed to the office of precinct, ward, or district
committee member under section 3517.03 of the Revised Code, any
presidential elector, or any delegate to a national convention.
"Public official or employee" does not include a person who is a
teacher, instructor, professor, or other kind of educator whose
position does not involve the performance of, or authority to
perform, administrative or supervisory functions.
(C) "Public agency" means the general assembly, all courts,
any department, division, institution, board, commission,
authority, bureau or other instrumentality of the state, a county,
city, village, or township, the five state retirement systems, or
any other governmental entity. "Public agency" does not include a
department, division, institution, board, commission, authority,
or other instrumentality of the state or a county, municipal
corporation, township, or other governmental entity that functions
exclusively for cultural, educational, historical, humanitarian,
advisory, or research purposes; that does not expend more than ten
thousand dollars per calendar year, excluding salaries and wages
of employees; and whose members are uncompensated. "Public agency"
does not include the nonprofit corporation formed under section
187.01 of the Revised Code.
(D) "Immediate family" means a spouse residing in the
person's household and any dependent child.
(E) "Income" includes gross income as defined and used in the
"Internal Revenue Code of 1986," 100 Stat. 2085, 26 U.S.C. 1, as
amended, interest and dividends on obligations or securities of
any state or of any political subdivision or authority of any
state or political subdivision, and interest or dividends on
obligations of any authority, commission, or instrumentality of
the United States.
(F) Except as otherwise provided in division (A) of section
102.08 of the Revised Code, "appropriate ethics commission" means:
(1) For matters relating to members of the general assembly,
employees of the general assembly, employees of the legislative
service commission, and candidates for the office of member of the
general assembly, and public members appointed to the Ohio
constitutional modernization commission under section 103.63 of
the Revised Code, the joint legislative ethics committee;
(2) For matters relating to judicial officers and employees,
and candidates for judicial office, the board of commissioners on
grievances and discipline of the supreme court;
(3) For matters relating to all other persons, the Ohio
ethics commission.
(G) "Anything of value" has the same meaning as provided in
section 1.03 of the Revised Code and includes, but is not limited
to, a contribution as defined in section 3517.01 of the Revised
Code.
(H) "Honorarium" means any payment made in consideration for
any speech given, article published, or attendance at any public
or private conference, convention, meeting, social event, meal, or
similar gathering. "Honorarium" does not include ceremonial gifts
or awards that have insignificant monetary value; unsolicited
gifts of nominal value or trivial items of informational value; or
earned income from any person, other than a legislative agent, for
personal services that are customarily provided in connection with
the practice of a bona fide business, if that business initially
began before the public official or employee conducting that
business was elected or appointed to the public official's or
employee's office or position of employment.
(I) "Employer" means any person who, directly or indirectly,
engages an executive agency lobbyist or legislative agent.
(J) "Executive agency decision," "executive agency lobbyist,"
and "executive agency lobbying activity" have the same meanings as
in section 121.60 of the Revised Code.
(K) "Legislation," "legislative agent," "financial
transaction," and "actively advocate" have the same meanings as in
section 101.70 of the Revised Code.
(L) "Expenditure" has the same meaning as in section 101.70
of the Revised Code when used in relation to activities of a
legislative agent, and the same meaning as in section 121.60 of
the Revised Code when used in relation to activities of an
executive agency lobbyist.
Sec. 103.63. There is established an Ohio constitutional
modernization commission consisting of thirty-two members. Twelve
members shall be appointed from the general assembly as follows:
three by the president of the senate, three by the minority leader
of the senate, three by the speaker of the house of
representatives, and three by the minority leader of the house of
representatives. Not later than January 1, 2012, and every two
years thereafter, the twelve general assembly members shall meet,
organize, and elect two co-chairpersons, who shall be from
different political parties. The members shall then, by majority
vote, appoint twenty commission members, not from the general
assembly. All appointments shall end on the first day of January
of every even-numbered year, and the commission shall then be
re-created in the manner provided above. Members may be
reappointed. Vacancies on the commission shall be filled in the
manner provided for original appointments.
The members of the commission shall serve without
compensation, but each member shall be reimbursed for actual and
necessary expenses incurred while engaging in the performance of
the member's official duties. Membership on the commission does
not constitute holding another public office.
The joint
legislative ethics committee is the appropriate ethics commission
as described in division (F) of section 102.01 of the Revised Code
for matters relating to the public members appointed to the Ohio
constitutional modernization commission.
Sec. 1309.102. (A) As used in this chapter, unless the
context requires otherwise:
(1) "Accession" means goods that are physically united with
other goods in such a manner that the identity of the original
goods is not lost.
(2)(a) "Account," except as used in "account for," means a
right to payment of a monetary obligation, whether or not earned
by performance, (i) for property that has been or is to be sold,
leased, licensed, assigned, or otherwise disposed of, (ii) for
services rendered or to be rendered, (iii) for a policy of
insurance issued or to be issued, (iv) for a secondary obligation
incurred or to be incurred, (v) for energy provided or to be
provided, (vi) for the use or hire of a vessel under a charter or
other contract, (vii) arising out of the use of a credit or charge
card or information contained on or for use with the card, or
(viii) as winnings in a lottery or other game of chance operated
or sponsored by a state, governmental unit of a state, or person
licensed or authorized to operate the game by a state or
governmental unit of a state.
(b) "Account" includes health-care insurance receivables.
(c) "Account" does not include (i) rights to payment
evidenced by chattel paper or an instrument, (ii) commercial tort
claims, (iii) deposit accounts, (iv) investment property, (v)
letter-of-credit rights or letters of credit, or (vi) rights to
payment for money or funds advanced or sold, other than rights
arising out of the use of a credit or charge card or information
contained on or for use with the card.
(3) "Account debtor" means a person who is obligated on an
account, chattel paper, or general intangible. "Account debtor"
does not include a person who is obligated to pay a negotiable
instrument, even if the instrument constitutes part of chattel
paper.
(4) "Accounting," except as used in "accounting for," means a
record:
(a) Authenticated by a secured party;
(b) Indicating the aggregate unpaid secured obligations as of
a date not more than thirty-five days earlier or thirty-five days
later than the date of the record; and
(c) Identifying the components of the obligations in
reasonable detail.
(5) "Agricultural lien" means an interest, other than a
security interest, in farm products:
(a) That secures payment or performance of an obligation for:
(i) Goods or services furnished in connection with a debtor's
farming operation; or
(ii) Rent on real property leased by a debtor in connection
with its farming operation.
(b) That is created by statute in favor of a person who:
(i) In the ordinary course of business, furnished goods or
services to a debtor in connection with the debtor's farming
operation; or
(ii) Leased real property to a debtor in connection with the
debtor's farming operation; and
(c) Whose effectiveness does not depend on the person's
possession of the personal property.
(6) "As-extracted collateral" means:
(a) Oil, gas, or other minerals that are subject to a
security interest that:
(i) Is created by a debtor having an interest in the minerals
before extraction; and
(ii) Attaches to the minerals as extracted; or
(b) Accounts arising out of the sale at the wellhead or
minehead of oil, gas, or other minerals in which the debtor had an
interest before extraction.
(7) "Authenticate" means:
(a) To sign; or
(b) To execute or otherwise adopt a symbol, or encrypt or
similarly process a record in whole or in part, with the With
present intent of the authenticating person to identify the person
and adopt or accept a record, to attach to or logically associate
with the record an electronic sound, symbol, or process.
(8) "Bank" means an organization that is engaged in the
business of banking. "Bank" includes savings banks, savings and
loan associations, credit unions, and trust companies.
(9) "Cash proceeds" means proceeds that are money, checks,
deposit accounts, or the like.
(10) "Certificate of title" means a certificate of title with
respect to which a statute provides for the security interest in
question to be indicated on the certificate as a condition or
result of the security interest's obtaining priority over the
rights of a lien creditor with respect to the collateral.
The term
includes another record maintained as an alternative to a
certificate of title by the governmental unit that issues
certificates of title if a statute permits the security interest
in question to be indicated on the record as a condition or result
of the security interest's obtaining priority over the rights of a
lien creditor with respect to the collateral.
(11)(a) "Chattel paper" means a record that evidences both a
monetary obligation and a security interest in specific goods, a
security interest in specific goods and software used in the
goods, a security interest in specific goods and license of
software used in the goods, a lease of specific goods, or a lease
of specific goods and license of software used in the goods.
As used in division (A)(11)(a) of this section, "monetary
obligation" means a monetary obligation secured by the goods or
owed under a lease of the goods and includes a monetary obligation
with respect to software used in the goods.
(b) If a transaction is evidenced by records that include an
instrument or series of instruments, the group of records taken
together constitutes chattel paper.
(c) "Chattel paper" does not include (i) charters or other
contracts involving the use or hire of a vessel or (ii) records
that evidence a right to payment arising out of the use of a
credit or charge card or information contained on or for use with
the card.
(12) "Collateral" means the property subject to a security
interest or agricultural lien, including:
(a) Proceeds to which a security interest attaches;
(b) Accounts, chattel paper, payment intangibles, and
promissory notes that have been sold; and
(c) Goods that are the subject of a consignment.
(13) "Commercial tort claim" means a claim arising in tort
with respect to which:
(a) The claimant is an organization; or
(b) The claimant is an individual, and the claim:
(i) Arose in the course of the claimant's business or
profession; and
(ii) Does not include damages arising out of personal injury
to or the death of an individual.
(14) "Commodity account" means an account maintained by a
commodity intermediary in which a commodity contract is carried
for a commodity customer.
(15) "Commodity contract" means a commodity futures contract,
an option on a commodity futures contract, a commodity option, or
another contract if the contract or option is:
(a) Traded on or subject to the rules of a board of trade
that has been designated as a contract market for such a contract
pursuant to the federal commodities laws; or
(b) Traded on a foreign commodity board of trade, exchange,
or market and is carried on the books of a commodity intermediary
for a commodity customer.
(16) "Commodity customer" means a person for whom a commodity
intermediary carries a commodity contract on its books.
(17) "Commodity intermediary" means a person that:
(a) Is registered as a futures commission merchant under the
federal commodities laws; or
(b) In the ordinary course of its business provides clearance
or settlement services for a board of trade that has been
designated as a contract market pursuant to the federal
commodities laws.
(18) "Communicate" means:
(a) To send a written or other tangible record;
(b) To transmit a record by any means agreed upon by the
persons sending and receiving the record; or
(c) In the case of transmission of a record to or by a filing
office, to transmit a record by any means prescribed by
filing-office rule.
(19) "Consignee" means a merchant to whom goods are delivered
in a consignment.
(20) "Consignment" means a transaction, regardless of its
form, in which a person delivers goods to a merchant for the
purpose of sale and:
(a) The merchant:
(i) Deals in goods of that kind under a name other than the
name of the person making delivery;
(ii) Is not an auctioneer; and
(iii) Is not generally known by its creditors to be
substantially engaged in selling the goods of others;
(b) With respect to each delivery, the aggregate value of the
goods is one thousand dollars or more at the time of delivery.
(c) The goods are not consumer goods immediately before
delivery; and
(d) The transaction does not create a security interest that
secures an obligation.
(21) "Consignor" means a person that delivers goods to a
consignee in a consignment.
(22) "Consumer debtor" means a debtor in a consumer
transaction.
(23) "Consumer goods" means goods that are used or bought for
use primarily for personal, family, or household purposes.
(24) "Consumer-goods transaction" means a consumer
transaction in which:
(a) An individual incurs an obligation primarily for
personal, family, or household purposes; and
(b) A security interest in consumer goods secures the
obligation.
(25) "Consumer obligor" means an obligor who is an individual
and who incurred the obligation as part of a transaction entered
into primarily for personal, family, or household purposes.
(26) "Consumer transaction" means a transaction in which: (a)
an individual incurs an obligation primarily for personal, family,
or household purposes, (b) a security interest secures the
obligation, and (c) the collateral is held or acquired primarily
for personal, family, or household purposes. "Consumer
transaction" includes consumer-goods transactions.
(27) "Continuation statement" means an amendment of a
financing statement that:
(a) Identifies, by its file number, the initial financing
statement to which it relates; and
(b) Indicates that it is a continuation statement for, or
that it is filed to continue the effectiveness of, the identified
financing statement.
(28) "Debtor" means:
(a) A person having an interest, other than a security
interest or other lien, in the collateral, whether or not the
person is an obligor;
(b) A seller of accounts, chattel paper, payment intangibles,
or promissory notes; or
(c) A consignee.
(29) "Deposit account" means a demand, time, savings,
passbook, or similar account maintained with a bank but does not
include investment property or accounts evidenced by an
instrument.
(30) "Document" means a document of title or a receipt of the
type described in division (B) of section 1307.201 of the Revised
Code.
(31) "Electronic chattel paper" means chattel paper evidenced
by a record consisting of information stored in an electronic
medium.
(32) "Encumbrance" means a right, other than an ownership
interest, in real property. "Encumbrance" includes mortgages and
other liens on real property.
(33) "Equipment" means goods other than inventory, farm
products, or consumer goods.
(34) "Farm products" means goods, other than standing timber,
with respect to which the debtor is engaged in a farming operation
and that are:
(a) Crops grown, growing, or to be grown, including:
(i) Crops produced on trees, vines, and bushes; and
(ii) Aquatic goods produced in aquacultural operations;
(b) Livestock, born or unborn, including aquatic goods
produced in aquacultural operations;
(c) Supplies used or produced in a farming operation; or
(d) Products of crops or livestock in their unmanufactured
states.
(35) "Farming operation" means raising, cultivating,
propagating, fattening, grazing, or any other farming, livestock,
or aquacultural operation.
(36) "File number" means the number assigned to an initial
financing statement under division (A) of section 1309.519 of the
Revised Code.
(37) "Filing office" means an office designated in section
1309.501 of the Revised Code as the place to file a financing
statement.
(38) "Filing-office rule" means a rule adopted under section
1309.526 of the Revised Code.
(39) "Financing statement" means a record composed of an
initial financing statement and any filed record or records
relating to the initial financing statement. For the purposes of
this chapter, financing statements filed for recording with the
secretary of state shall not be required to include social
security or employer identification numbers.
(40) "Fixture filing" means the filing of a financing
statement covering goods that are or are to become fixtures and
satisfying divisions (A) and (B) of section 1309.502 of the
Revised Code. "Fixture filing" includes the filing of a financing
statement covering goods of a transmitting utility that are or are
to become fixtures.
(41) "Fixtures" means goods that have become so related to
particular real property that an interest in them arises under
real property law.
(42) "General intangible" means any personal property,
including things in action, other than accounts, chattel paper,
commercial tort claims, deposit accounts, documents, goods,
instruments, investment property, letter-of-credit rights, letters
of credit, money, and oil, gas, or other minerals before
extraction. "General intangible" includes payment intangibles and
software.
(43) "Good faith" has the same meaning as in section 1301.201
of the Revised Code.
(44)(a) "Goods" means all things that are movable when a
security interest attaches. "Goods" includes (i) fixtures, (ii)
standing timber that is to be cut and removed under a conveyance
or contract for sale, (iii) the unborn young of animals, (iv)
crops grown, growing, or to be grown, even if the crops are
produced on trees, vines, or bushes, and (v) manufactured homes.
(b) "Goods" also includes a computer program embedded in
goods and any supporting information provided in connection with a
transaction relating to the program if (i) the program is
associated with the goods in such a manner that it customarily is
considered part of the goods, or (ii) by becoming the owner of the
goods, a person acquires a right to use the program in connection
with the goods.
(c) "Goods" does not include a computer program embedded in
goods that consist solely of the medium in which the program is
embedded. "Goods" does not include accounts, chattel paper,
commercial tort claims, deposit accounts, documents, general
intangibles, instruments, investment property, letter-of-credit
rights, letters of credit, money, or oil, gas, or other minerals
before extraction.
(45) "Governmental unit" means a subdivision, agency,
department, county, parish, municipal corporation, or other unit
of the government of the United States, a state, or a foreign
country. "Governmental unit" includes an organization having a
separate corporate existence if the organization is eligible to
issue debt on which interest is exempt from income taxation under
the laws of the United States.
(46) "Health-care-insurance receivable" means an interest in
or claim under a policy of insurance that is a right to payment of
a monetary obligation for health-care goods or services provided.
(47)(a) "Instrument" means a negotiable instrument or any
other writing that evidences a right to the payment of a monetary
obligation, is not itself a security agreement or lease, and is of
a type that in ordinary course of business is transferred by
delivery with any necessary indorsement or assignment.
(b) "Instrument" does not include (i) investment property,
(ii) letters of credit, or (iii) writings that evidence a right to
payment arising out of the use of a credit or charge card or
information contained on or for use with the card.
(48) "Inventory" means goods, other than farm products, that:
(a) Are leased by a person as lessor;
(b) Are held by a person for sale or lease or to be furnished
under a contract of service;
(c) Are furnished by a person under a contract of service; or
(d) Consist of raw materials, work in process, or materials
used or consumed in a business.
(49) "Investment property" means a security, whether
certificated or uncertificated, a security entitlement, a
securities account, a commodity contract, or a commodity account.
(50) "Jurisdiction of organization," with respect to a
registered organization, means the jurisdiction under whose law
the organization is formed or organized.
(51) "Letter-of-credit right" means a right to payment or
performance under a letter of credit, whether or not the
beneficiary has demanded or is at the time entitled to demand
payment or performance. "Letter-of-credit right" does not include
the right of a beneficiary to demand payment or performance under
a letter of credit.
(52) "Lien creditor" means:
(a) A creditor who has acquired a lien on the property
involved by attachment, levy or the like;
(b) An assignee for benefit of creditors from the time of
assignment;
(c) A trustee in bankruptcy from the date of the filing of
the petition; or
(d) A receiver in equity from the time of appointment.
(53) "Manufactured home" means a structure, transportable in
one or more sections, that, in the traveling mode, is eight body
feet or more in width or forty body feet or more in length, or,
when erected on site, is three hundred twenty or more square feet,
and that is built on a permanent chassis and designed to be used
as a dwelling with or without a permanent foundation when
connected to the required utilities, and includes the plumbing,
heating, air conditioning, and electrical systems contained in the
structure. "Manufactured home" includes any structure that meets
all of the requirements of this paragraph except the size
requirements and with respect to which the manufacturer
voluntarily files a certification required by the United States
secretary of housing and urban development and complies with the
standards established under Title 42 of the United States Code.
(54) "Manufactured-home transaction" means a secured
transaction:
(a) That creates a purchase-money security interest in a
manufactured home, other than a manufactured home held as
inventory; or
(b) In which a manufactured home, other than a manufactured
home held as inventory, is the primary collateral.
(55) "Mortgage" means a consensual interest in real property,
including fixtures, that secures payment or performance of an
obligation.
(56) "New debtor" means a person that becomes bound as debtor
under division (D) of section 1309.203 of the Revised Code by a
security agreement previously entered into by another person.
(57)(a) "New value" means (i) money, (ii) money's worth in
property, services, or new credit, or (iii) release by a
transferee of an interest in property previously transferred to
the transferee.
(b) "New value" does not include an obligation substituted
for another obligation.
(58) "Noncash proceeds" means proceeds other than cash
proceeds.
(59)(a) "Obligor" means a person who, with respect to an
obligation secured by a security interest in or an agricultural
lien on the collateral, (i) owes payment or other performance of
the obligation, (ii) has provided property other than the
collateral to secure payment or other performance of the
obligation, or (iii) is otherwise accountable in whole or in part
for payment or other performance of the obligation.
(b) "Obligor" does not include issuers or nominated persons
under a letter of credit.
(60) "Original debtor," except as used in division (C) of
section 1309.310 of the Revised Code, means a person who, as
debtor, entered into a security agreement to which a new debtor
has become bound under division (D) of section 1309.203 of the
Revised Code.
(61) "Payment intangible" means a general intangible under
which the account debtor's principal obligation is a monetary
obligation.
(62) "Person related to," with respect to an individual,
means:
(a) The spouse of the individual;
(b) A brother, brother-in-law, sister, or sister-in-law of
the individual;
(c) An ancestor or lineal descendant of the individual or the
individual's spouse; or
(d) Any other relative, by blood or marriage, of the
individual or the individual's spouse who shares the same home
with the individual.
(63) "Person related to," with respect to an organization,
means:
(a) A person directly or indirectly controlling, controlled
by, or under common control with the organization;
(b) An officer or director of, or a person performing similar
functions with respect to, the organization;
(c) An officer or director of, or a person performing similar
functions with respect to, a person described in division
(A)(63)(a) of this section;
(d) The spouse of an individual described in division
(A)(63)(a), (b), or (c) of this section; or
(e) An individual who is related by blood or marriage to an
individual described in division (A)(63)(a), (b), (c), or (d) of
this section and shares the same home with the individual.
(64) "Proceeds," except as used in division (B) of section
1309.609 of the Revised Code, means the following property:
(a) Whatever is acquired upon the sale, lease, license,
exchange, or other disposition of collateral;
(b) Whatever is collected on, or distributed on account of,
collateral;
(c) Rights arising out of collateral;
(d) To the extent of the value of collateral, claims arising
out of the loss, nonconformity, or interference with the use of,
defects or infringement of rights in, or damage to the collateral;
or
(e) To the extent of the value of collateral and to the
extent payable to the debtor or the secured party, insurance
payable by reason of the loss or nonconformity of, defects or
infringement of rights in, or damage to the collateral.
(65) "Promissory note" means an instrument that evidences a
promise to pay a monetary obligation, does not evidence an order
to pay, and does not contain an acknowledgment by a bank that the
bank has received for deposit a sum of money or funds.
(66) "Proposal" means a record authenticated by a secured
party that includes the terms on which the secured party is
willing to accept collateral in full or partial satisfaction of
the obligation it secures pursuant to sections 1309.620, 1309.621,
and 1309.622 of the Revised Code.
(67) "Public-finance transaction" means a secured transaction
in connection with which:
(a) Debt securities are issued;
(b) All or a portion of the securities issued have an initial
stated maturity of at least twenty years; and
(c) The debtor, obligor, secured party, account debtor or
other person obligated on collateral, assignor or assignee of a
secured obligation, or assignor or assignee of a security interest
is a state or a governmental unit of a state.
(68) "Public organic record" means a record that is available
to the public for inspection and is:
(a) A record consisting of the record initially filed with or
issued by a state or the United States to form or organize an
organization and any record filed with or issued by the state or
the United States that amends or restates the initial record;
(b) An organic record of a business trust consisting of the
record initially filed with a state and any record filed with the
state that amends or restates the initial record, if a statute of
the state governing business trusts requires that the record be
filed with the state; or
(c) A record consisting of legislation enacted by the
legislature of a state or the congress of the United States that
forms or organizes an organization, any record amending the
legislation, and any record filed with or issued by the state or
the United States that amends or restates the name of the
organization.
(69) "Pursuant to commitment," with respect to an advance
made or other value given by a secured party, means pursuant to
the secured party's obligation, whether or not a subsequent event
of default or other event not within the secured party's control
has relieved or may relieve the secured party from its obligation.
(69)(70) "Record," except as used in "for record," "of
record," "record or legal title," and "record owner," means
information that is inscribed on a tangible medium or that is
stored in an electronic or other medium and is retrievable in
perceivable form.
(70)(71) "Registered organization" means an organization
formed or organized solely under the law of a single state or the
United States and as to which the state or the United States must
maintain a public record showing the organization to have been
organized by the filing of a public organic record with, the
issuance of a public organic record by, or the enactment of
legislation by the state or the United States. The term includes a
business trust that is formed or organized under the law of a
single state if a statute of the state governing business trusts
requires that the business trust's organic record be filed with
the state.
(71)(72) "Secondary obligor" means an obligor to the extent
that:
(a) The obligor's obligation is secondary; or
(b) The obligor has a right of recourse with respect to an
obligation secured by collateral against the debtor, another
obligor, or property of either.
(72)(73) "Secured party" means:
(a) A person in whose favor a security interest is created or
provided for under a security agreement, whether or not any
obligation to be secured is outstanding;
(b) A person that holds an agricultural lien;
(c) A consignor;
(d) A person to whom accounts, chattel paper, payment
intangibles, or promissory notes have been sold;
(e) A trustee, indenture trustee, agent, collateral agent, or
other representative in whose favor a security interest or
agricultural lien is created or provided for; or
(f) A person who holds a security interest arising under
section 1302.42, 1302.49, 1302.85, 1304.20, 1305.18, or 1310.54 of
the Revised Code.
(73)(74) "Security agreement" means an agreement that creates
or provides for a security interest.
(74)(75) "Send," in connection with a record or notification,
means:
(a) To deposit in the mail, deliver for transmission, or
transmit by any other usual means of communication, with postage
or cost of transmission provided for, addressed to any address
reasonable under the circumstances; or
(b) To cause the record or notification to be received within
the time that it would have been received if properly sent under
division (A)(74)(a) of this section.
(75)(76) "Software" means a computer program and any
supporting information provided in connection with a transaction
relating to the program. "Software" does not include a computer
program that is included in the definition of goods.
(76)(77) "State" means a state of the United States, the
District of Columbia, Puerto Rico, the United States Virgin
Islands, or any territory or insular possession subject to the
jurisdiction of the United States.
(77)(78) "Supporting obligation" means a letter-of-credit
right or secondary obligation that supports the payment or
performance of an account, chattel paper, a document, a general
intangible, an instrument, or investment property.
(78)(79) "Tangible chattel paper" means chattel paper
evidenced by a record consisting of information that is inscribed
on a tangible medium.
(79)(80) "Termination statement" means an amendment of a
financing statement that:
(a) Identifies, by its file number, the initial financing
statement to which it relates; and
(b) Indicates either that it is a termination statement or
that the identified financing statement is no longer effective.
(80)(81) "Transmitting utility" means a person primarily
engaged in the business of:
(a) Operating a railroad, subway, street railway, or trolley
bus;
(b) Transmitting communications electrically,
electromagnetically, or by light;
(c) Transmitting goods by pipeline or sewer; or
(d) Transmitting or producing and transmitting electricity,
steam, gas, or water.
(B) Other definitions applying to this chapter are:
(1) "Applicant" has the same meaning as in section 1305.01 of
the Revised Code.
(2) "Beneficiary" has the same meaning as in section 1305.01
of the Revised Code.
(3) "Broker" has the same meaning as in section 1308.01 of
the Revised Code.
(4) "Certificated security" has the same meaning as in
section 1308.01 of the Revised Code.
(5) "Check" has the same meaning as in section 1303.03 of the
Revised Code.
(6) "Clearing corporation" has the same meaning as in section
1308.01 of the Revised Code.
(7) "Contract for sale" has the same meaning as in section
1302.01 of the Revised Code.
(8) "Control" with respect to a document of title, has the
same meaning as in section 1307.106 of the Revised Code.
(9) "Customer" has the same meaning as in section 1304.01 of
the Revised Code.
(10) "Entitlement holder" has the same meaning as in section
1308.01 of the Revised Code.
(11) "Financial asset" has the same meaning as in section
1308.01 of the Revised Code.
(12) "Holder in due course" has the same meaning as in
section 1303.32 of the Revised Code.
(13) "Issuer," with respect to a letter of credit or
letter-of-credit right, has the same meaning as in section 1305.01
of the Revised Code.
(14) "Issuer," with respect to a security, has the same
meaning as in section 1308.08 of the Revised Code.
(15) "Issuer," with respect to a document of title, has the
same meaning as in section 1307.102 of the Revised Code.
(16) "Lease," "lease agreement," "lease contract," "leasehold
interest," "lessee," "lessee in ordinary course of business,"
"lessor," and "lessor's residual interest" have the same meanings
as in section 1310.01 of the Revised Code.
(17) "Letter of credit" has the same meaning as in section
1305.01 of the Revised Code.
(18) "Merchant" has the same meaning as in section 1302.01 of
the Revised Code.
(19) "Negotiable instrument" has the same meaning as in
section 1303.03 of the Revised Code.
(20) "Nominated person" has the same meaning as in section
1305.01 of the Revised Code.
(21) "Note" has the same meaning as in section 1303.03 of the
Revised Code.
(22) "Proceeds of a letter of credit" has the same meaning as
in section 1305.13 of the Revised Code.
(23) "Prove" has the same meaning as in section 1303.01 of
the Revised Code.
(24) "Sale" has the same meaning as in division (A)(11) of
section 1302.01 of the Revised Code.
(25) "Securities account" has the same meaning as in section
1308.51 of the Revised Code.
(26) "Securities intermediary," "security," "security
certificate," "security entitlement," and "uncertificated
security" have the same meanings as in section 1308.01 of the
Revised Code.
(C) In addition, Chapter 1301. of the Revised Code contains
general definitions and principles of construction and
interpretations applicable throughout this chapter.
Sec. 1309.105. (A) A secured party has control of electronic
chattel paper if a system employed for evidencing the transfer of
interests in the chattel paper reliably establishes the secured
party as the person to which the chattel paper was assigned.
(B) A system satisfies division (A) of this section if the
record or records comprising the chattel paper are created,
stored, and assigned in such a manner that:
(A)(1) A single authoritative copy of the record or records
exists that is unique, identifiable, and, except as otherwise
provided in divisions
(D)(B)(4), (E)(5), and (F)(6) of this
section, unalterable;
(B)(2) The authoritative copy identifies the secured party as
the assignee of the record or records;
(C)(3) The authoritative copy is communicated to and
maintained by the secured party or its designated custodian;
(D)(4) Copies or revisions amendments that add or change an
identified assignee of the authoritative copy may be made only
with the
participation consent of the secured party;
(E)(5) Each copy of the authoritative copy and any copy of a
copy is readily identifiable as a copy that is not the
authoritative copy; and
(F)(6) Any revision amendment of the authoritative copy is
readily identifiable as an authorized or unauthorized revision.
Sec. 1309.307. (A) As used in this section, "place of
business" means a place where a debtor conducts the debtor's
affairs.
(B) Except as otherwise provided in this section, the
following rules determine a debtor's location:
(1) A debtor who is an individual is located at the
individual's principal residence.
(2) A debtor that is an organization and has only one place
of business is located at its place of business.
(3) A debtor that is an organization and has more than one
place of business is located at its chief executive office.
(C) Division (B) of this section applies only if a debtor's
residence, place of business, or chief executive office, as
applicable, is located in a jurisdiction whose law generally
requires information concerning the existence of a nonpossessory
security interest to be made generally available in a filing,
recording, or registration system as a condition or result of the
security interest's obtaining priority over the rights of a lien
creditor with respect to the collateral. If division (B) of this
section does not apply, the debtor is located in the District of
Columbia.
(D) A person that ceases to exist, have a residence, or have
a place of business continues to be located in the jurisdiction
specified by divisions (B) and (C) of this section.
(E) A registered organization that is organized under the law
of a state is located in that state.
(F) Except as otherwise provided in division (I) of this
section, a registered organization that is organized under the law
of the United States and a branch or agency of a bank that is not
organized under the law of the United States or a state are
located:
(1) In the state that the law of the United States
designates, if the law designates a state of location;
(2) In the state that the registered organization, branch, or
agency designates, if the law of the United States authorizes the
registered organization, branch, or agency to designate its state
of location, including by designating its main office, home
office, or other comparable office; or
(3) In the District of Columbia, if neither division (F)(1)
nor (2) of this section applies.
(G) A registered organization continues to be located in the
jurisdiction specified by division (E) or (F) of this section
notwithstanding:
(1) The suspension, revocation, forfeiture, or lapse of the
registered organization's status in its jurisdiction of
organization; or
(2) The dissolution, winding up, or cancellation of the
existence of the registered organization.
(H) The United States is located in the District of Columbia.
(I) A branch or agency of a bank that is not organized under
the law of the United States or a state is located in the state in
which the branch or agency is licensed, if all branches and
agencies of the bank are licensed in only one state.
(J) A foreign air carrier under the "Federal Aviation Act of
1958," 49 U.S.C. 40102, as amended, is located at the designated
office of the agent upon which service of process may be made on
behalf of the carrier.
(K) This section applies only for the purposes of sections
1309.301 to 1309.342 of the Revised Code.
Sec. 1309.311. (A) Except as otherwise provided in division
(D) of this section, the filing of a financing statement is not
necessary or effective to perfect a security interest in property
subject to:
(1) A statute, regulation, or treaty of the United States
whose requirements for a security interest's obtaining priority
over the rights of a lien creditor with respect to the property
preempt division (A) of section 1309.310 of the Revised Code;
(2) Chapters 1547., 1548., 4505., 4519., and 5309. of the
Revised Code;
(3) A certificate of title statute of another jurisdiction
that provides for a security interest to be indicated on the
a
certificate of title as a condition or result of the security
interest's obtaining priority over the rights of a lien creditor
with respect to the property.
(B) Compliance with the requirements of a statute,
regulation, or treaty described in division (A) of this section
for obtaining priority over the rights of a lien creditor is
equivalent to the filing of a financing statement under this
chapter. Except as otherwise provided in division (D) of this
section, section 1309.313, and divisions (D) and (E) of section
1309.316 of the Revised Code for goods covered by a certificate of
title, a security interest in property subject to a statute,
regulation, or treaty described in division (A) of this section
may be perfected only by compliance with those requirements, and a
security interest so perfected remains perfected notwithstanding a
change in the use or transfer of possession of the collateral.
(C) Except as otherwise provided in division (D) of this
section and divisions (D) and (E) of section 1309.316 of the
Revised Code, duration and renewal of perfection of a security
interest perfected by compliance with the requirements prescribed
by a statute, regulation, or treaty described in division (A) of
this section are governed by the statute, regulation, or treaty.
In other respects, the security interest is subject to this
chapter.
(D) During any period in which collateral subject to a
statute specified in division (A)(2) of this section is inventory
held for sale or lease by a person or leased by that person as
lessor and that person is in the business of selling goods of that
kind, this section does not apply to a security interest in that
collateral created by that person.
Sec. 1309.316. (A) A security interest perfected pursuant to
the law of the jurisdiction designated in division (A) of section
1309.301 or division (C) of section 1309.305 of the Revised Code
remains perfected until the earliest of:
(1) The time perfection would have ceased under the law of
that jurisdiction;
(2) The expiration of four months after a change of the
debtor's location to another jurisdiction; or
(3) The expiration of one year after a transfer of collateral
to a person that thereby becomes a debtor and is located in
another jurisdiction.
(B) If a security interest described in division (A) of this
section becomes perfected under the law of the other jurisdiction
before the earliest time or event described in that division, it
remains perfected thereafter. If the security interest does not
become perfected under the law of the other jurisdiction before
that earliest time or event, it becomes unperfected and is deemed
never to have been perfected as against a purchaser of the
collateral for value.
(C) A possessory security interest in collateral, other than
goods covered by a certificate of title and as-extracted
collateral consisting of goods, remains continuously perfected if:
(1) The collateral is located in one jurisdiction and subject
to a security interest perfected under the law of that
jurisdiction;
(2) Thereafter, the collateral is brought into another
jurisdiction; and
(3) Upon entry into the other jurisdiction, the security
interest is perfected under the law of the other jurisdiction.
(D) Except as otherwise provided in division (E) of this
section, a security interest in goods covered by a certificate of
title that is perfected by any method under the law of another
jurisdiction when the goods become covered by a certificate of
title from this state remains perfected until the security
interest would have become unperfected under the law of the other
jurisdiction had the goods not become so covered.
(E) A security interest described in division (D) of this
section becomes unperfected as against a purchaser of the goods
for value and is deemed never to have been perfected as against a
purchaser of the goods for value if the applicable requirements
for perfection under division (B) of section 1309.311 or section
1309.313 of the Revised Code are not satisfied before the earlier
of:
(1) The time the security interest would have become
unperfected under the law of the other jurisdiction had the goods
not become covered by a certificate of title from this state; or
(2) The expiration of four months after the goods had become
so covered.
(F) A security interest in deposit accounts, letter-of-credit
rights, or investment property that is perfected under the law of
the bank's jurisdiction, the issuer's jurisdiction, a nominated
person's jurisdiction, the securities intermediary's jurisdiction,
or the commodity intermediary's jurisdiction, as applicable,
remains perfected until the earlier of:
(1) The time the security interest would have become
unperfected under the law of that jurisdiction; or
(2) The expiration of four months after a change of the
applicable jurisdiction to another jurisdiction.
(G) If a security interest described in division (F) of this
section becomes perfected under the law of the other jurisdiction
before the earlier of the time or the end of the period described
in that division, it remains perfected thereafter. If the security
interest does not become perfected under the law of the other
jurisdiction before the earlier of that time or the end of that
period, it becomes unperfected and is deemed never to have been
perfected as against a purchaser of the collateral for value.
(H) The following rules apply to collateral to which a
security interest attaches within four months after the debtor
changes its location to another jurisdiction:
(1) A financing statement filed before the change pursuant to
the law of the jurisdiction designated in division (A) of section
1309.301 or division (C) of section 1309.305 of the Revised Code
is effective to perfect a security interest in the collateral if
the financing statement would have been effective to perfect a
security interest in the collateral had the debtor not changed its
location.
(2) If a security interest perfected by a financing statement
that is effective under division (H)(1) of this section becomes
perfected under the law of the other jurisdiction before the
earlier of the time the financing statement would have become
ineffective under the law of the jurisdiction designated in
division (A) of section 1309.301 or division (C) of section
1309.305 of the Revised Code or the expiration of the four-month
period, it remains perfected thereafter. If the security interest
does not become perfected under the law of the other jurisdiction
before the earlier time or event, it becomes unperfected and is
deemed never to have been perfected as against a purchaser of the
collateral for value.
(I) If a financing statement naming an original debtor is
filed pursuant to the law of the jurisdiction designated in
division (A) of section 1309.301 or division (C) of section
1309.305 of the Revised Code and the new debtor is located in
another jurisdiction, the following rules apply:
(1) The financing statement is effective to perfect a
security interest in collateral acquired by the new debtor before,
and within four months after, the new debtor becomes bound under
division (D) of section 1309.203 of the Revised Code, if the
financing statement would have been effective to perfect a
security interest in the collateral had the collateral been
acquired by the original debtor.
(2) A security interest perfected by the financing statement
and that becomes perfected under the law of the other jurisdiction
before the earlier of the time the financing statement would have
become ineffective under the law of the jurisdiction designated in
division (A) of section 1309.301 or division (C) of section
1309.305 of the Revised Code or the expiration of the four-month
period remains perfected thereafter. A security interest that is
perfected by the financing statement but that does not become
perfected under the law of the other jurisdiction before the
earlier time or event becomes unperfected and is deemed never to
have been perfected as against a purchaser of the collateral for
value.
Sec. 1309.317. (A) A security interest or agricultural lien
is subordinate to the rights of:
(1) A person entitled to priority under section 1309.322 of
the Revised Code; and
(2) Except as otherwise provided in division (E) of this
section, a person who becomes a lien creditor before the earlier
of the time:
(a) The security interest or agricultural lien is perfected;
or
(b) One of the conditions specified in division (B)(3) of
section 1309.203 of the Revised Code is met and a financing
statement covering the collateral is filed.
(B) Except as otherwise provided in division (E) of this
section, a buyer, other than a secured party, of tangible chattel
paper, tangible documents, goods, instruments, or a certificated
security
certificate takes free of a security interest or
agricultural lien if the buyer gives value and receives delivery
of the collateral without knowledge of the security interest or
agricultural lien and before it is perfected.
(C) Except as otherwise provided in division (E) of this
section, a lessee of goods takes free of a security interest or
agricultural lien if the lessee gives value and receives delivery
of the collateral without knowledge of the security interest or
agricultural lien and before it is perfected.
(D) A licensee of a general intangible or a buyer, other than
a secured party, of accounts, electronic chattel paper, electronic
documents, general intangibles, or investment property collateral
other than tangible chattel paper, tangible documents, goods,
instruments, or a certificated security takes free of a security
interest if the licensee or buyer gives value without knowledge of
the security interest and before it is perfected.
(E) Except as otherwise provided in sections 1309.320 and
1309.321 of the Revised Code, if a person files a financing
statement with respect to a purchase money security interest
before or within twenty days after the debtor receives delivery of
the collateral, the security interest takes priority over the
rights of a buyer, lessee, or lien creditor that arise between the
time the security interest attaches and the time of filing.
Sec. 1309.326. (A) Subject to division (B) of this section,
a security interest that is created by a new debtor that in
collateral in which the new debtor has or acquires rights and is
perfected solely by a filed financing statement that is effective
solely under would be ineffective to perfect the security interest
but for the application of division (I)(1) of section 1309.316 of
the Revised Code or section 1309.508 of the Revised Code in
collateral in which a new debtor has or acquires rights is
subordinate to a security interest in the same collateral that is
perfected other than by
such a filed financing statement that is
effective solely under section 1309.508 of the Revised Code.
(B) Sections 1309.301 to 1309.342 of the Revised Code
determine the priority among conflicting security interests in the
same collateral perfected by filed financing statements that are
effective solely under section 1309.508 described in division (A)
of the Revised Code this section. However, if the security
agreements to which a new debtor became bound as debtor were not
entered into by the same original debtor, the conflicting security
interests rank according to priority in time of the new debtor's
having become bound.
Sec. 1309.406. (A) Subject to divisions (B) to (I) of this
section, an account debtor on an account, chattel paper, or
payment intangible may discharge its obligation by paying the
assignor until, but not after, the account debtor receives a
notification, authenticated by the assignor or the assignee, that
the amount due or to become due has been assigned and that payment
is to be made to the assignee. After receipt of the notification,
the account debtor may discharge its obligation by paying the
assignee and may not discharge the obligation by paying the
assignor.
(B) Subject to division (H) of this section, notification
under division (A) of this section is not effective:
(1) If the notification does not reasonably identify the
rights assigned;
(2) To the extent that an agreement between an account debtor
and a seller of a payment intangible limits the account debtor's
duty to pay a person other than the seller and the limitation is
effective under law other than this chapter; or
(3) At the option of an account debtor, if the notification
notifies the account debtor to make less than the full amount of
any installment or other periodic payment to the assignee, even
if:
(a) Only a portion of the account, chattel paper, or payment
intangible has been assigned to that assignee;
(b) A portion has been assigned to another assignee; or
(c) The account debtor knows that the assignment to that
assignee is limited.
(C) Subject to division (H) of this section, if requested by
the account debtor, an assignee shall seasonably furnish
reasonable proof that the assignment has been made. Unless the
assignee complies, the account debtor may discharge its obligation
by paying the assignor, even if the account debtor has received a
notification under division (A) of this section.
(D) Except as otherwise provided in division (E) of this
section and sections 1309.407 and 1310.31 of the Revised Code, and
subject to division (H) of this section, a term in an agreement
between an account debtor and an assignor or in a promissory note
is ineffective to the extent that it:
(1) Prohibits, restricts, or requires the consent of the
account debtor or person obligated on the promissory note to the
assignment or transfer of, or the creation, attachment,
perfection, or enforcement of a security interest in, the account,
chattel paper, payment intangible, or promissory note; or
(2) Provides that the assignment or transfer or the creation,
attachment, perfection, or enforcement of the security interest
may give rise to a default, breach, right of recoupment, claim,
defense, termination, right of termination, or remedy under the
account, chattel paper, payment intangible, or promissory note.
(E) Division (D) of this section does not apply to the sale
of a payment intangible or promissory note, other than a sale
pursuant to a disposition under section 1309.610 of the Revised
Code or an acceptance of collateral under section 1309.620 of the
Revised Code.
(F) Except as provided in sections 1309.407 and 1310.31 of
the Revised Code and subject to divisions (H) and (I) of this
section, a rule of law, statute, or regulation that prohibits,
restricts, or requires the consent of a government, governmental
body or official, or account debtor to the assignment or transfer
of, or creation of a security interest in, an account or chattel
paper is not effective to the extent that the rule of law,
statute, or regulation:
(1) Prohibits, restricts, or requires the consent of the
government, governmental body or official, or account debtor to
the assignment or transfer of, or the creation, attachment,
perfection, or enforcement of a security interest in the account
or chattel paper; or
(2) Provides that the assignment or transfer or the creation,
attachment, perfection, or enforcement of the security interest
may give rise to a default, breach, right of recoupment, claim,
defense, termination, right of termination, or remedy under the
account or chattel paper.
(G) Subject to division (H) of this section, an account
debtor may not waive or vary its option under division (B)(3) of
this section.
(H) This section is subject to law other than this chapter
that establishes a different rule for an account debtor who is an
individual and who incurred the obligation primarily for personal,
family, or household purposes.
(I) This section does not apply to an assignment of a
health-care-insurance receivable.
(J) Divisions (D) and (F) of this section do not apply to:
(1) A claim or right to receive compensation for injuries or
sickness as described in section 104(a)(1) or (2) of the Internal
Revenue Code, as amended; or
(2) A claim or right to receive benefits under a special
needs trust as described in the "Omnibus Budget Reconciliation Act
of 1993," 107 Stat. 312, 42 U.S.C. 1396p(d)(4), as amended.
(K) Divisions (D), (F), and (J) of this section apply only to
a security interest created on or after July 1, 2001. Nothing in
this section shall supersede the provisions of sections 2323.58 to
2323.587 of the Revised Code. This section shall be interpreted
consistently with sections 2323.58 to 2323.587 of the Revised
Code.
Sec. 1309.408. (A) Except as otherwise provided in division
(B) of this section, a term in a promissory note or in an
agreement between an account debtor and a debtor that relates to a
health-care-insurance receivable or a general intangible,
including a contract, permit, license, or franchise, and which
term prohibits, restricts, or requires the consent of the person
obligated on the promissory note or the account debtor to, the
assignment or transfer of, or creation, attachment, or perfection
of a security interest in, the promissory note,
health-care-insurance receivable, or general intangible, is not
effective to the extent that the term:
(1) Would impair the creation, attachment, or perfection of a
security interest; or
(2) Provides that the assignment or transfer or the creation,
attachment, or perfection of the security interest may give rise
to a default, breach, right of recoupment, claim, defense,
termination, right of termination, or remedy under the promissory
note, health-care-insurance receivable, or general intangible.
(B) Division (A) applies to a security interest in a payment
intangible or promissory note only if the security interest arises
out of a sale of the payment intangible or promissory note, other
than a sale pursuant to a disposition under section 1309.610 of
the Revised Code or an acceptance of collateral under section
1309.620 of the Revised Code.
(C) A rule of law, statute, or regulation that prohibits,
restricts, or requires the consent of a government, governmental
body or official, person obligated on a promissory note, or
account debtor to the assignment or transfer of, or creation of a
security interest in, a promissory note, health-care-insurance
receivable, or general intangible, including a contract, permit,
license, or franchise between an account debtor and a debtor, is
not effective to the extent that the rule of law, statute, or
regulation:
(1) Would impair the creation, attachment, or perfection of a
security interest; or
(2) Provides that the assignment or transfer or the creation,
attachment, or perfection of the security interest may give rise
to a default, breach, right of recoupment, claim, defense,
termination, right of termination, or remedy under the promissory
note, health-care-insurance receivable, or general intangible.
(D) To the extent that a term in a promissory note or in an
agreement between an account debtor and a debtor that relates to a
health-care-insurance receivable or general intangible or a rule
of law, statute, or regulation described in division (C) of this
section would be effective under law other than this chapter but
is ineffective under division (A) or (C) of this section, the
creation, attachment, or perfection of a security interest in the
promissory note, health-care-insurance receivable, or general
intangible:
(1) Is not enforceable against the person obligated on the
promissory note or the account debtor;
(2) Does not impose a duty or obligation on the person
obligated on the promissory note or the account debtor;
(3) Does not require the person obligated on the promissory
note or the account debtor to recognize the security interest, pay
or render performance to the secured party, or accept payment or
performance from the secured party;
(4) Does not entitle the secured party to use or assign the
debtor's rights under the promissory note, health-care-insurance
receivable, or general intangible, including any related
information or materials furnished to the debtor in the
transaction giving rise to the promissory note,
health-care-insurance receivable, or general intangible;
(5) Does not entitle the secured party to use, assign,
possess, or have access to any trade secrets or confidential
information of the person obligated on the promissory note or the
account debtor; and
(6) Does not entitle the secured party to enforce the
security interest in the promissory note, health-care-insurance
receivable, or general intangible.
(E) Divisions (A) and (C) of this section do not apply to:
(1) A claim or right to receive compensation for injuries or
sickness as described in section 104(a)(1) or (2) of the Internal
Revenue Code as amended; or
(2) A claim or right to receive benefits under a special
needs trust as described in the "Omnibus Budget Reconciliation Act
of 1993," 107 Stat. 312, 42 U.S.C. 1396p(d)(4), as amended.
(F) Divisions (A), (C), and (E) of this section apply only to
a security interest created on or after July 1, 2001. Nothing in
this section shall supersede the provisions of sections 2323.58 to
2323.587 of the Revised Code. This section shall be interpreted
consistently with sections 2323.58 to 2323.587 of the Revised
Code.
Sec. 1309.502. (A) Subject to division (B) of this section,
a financing statement is sufficient only if it:
(1) Provides the name of the debtor;
(2) Provides the name of the secured party or a
representative of the secured party; and
(3) Indicates the collateral covered by the financing
statement.
(B) Except as otherwise provided in division (B) of section
1309.501 of the Revised Code, to be sufficient, a financing
statement that covers as-extracted collateral or timber to be cut,
or that is filed as a fixture filing and covers goods that are or
are to become fixtures, shall satisfy division (A) of this section
and also:
(1) Indicate that it covers this type of collateral;
(2) Indicate that it is to be filed in the real property
records;
(3) Provide a description of the real property to which the
collateral is related sufficient to give constructive notice of a
mortgage under the laws of this state if the description were
contained in a record of the mortgage of the real property; and
(4) If the debtor does not have an interest of record in the
real property, provide the name of a record owner.
(C) A record of a mortgage is effective, from the date of
recording, as a financing statement filed as a fixture filing or
as a financing statement covering as-extracted collateral or
timber to be cut only if:
(1) The record indicates the goods or accounts that it
covers;
(2) The goods are or are to become fixtures related to the
real property described in the record, or the collateral is
related to the real property described in the record and is
as-extracted collateral or timber to be cut;
(3) The record satisfies the requirements for a financing
statement contained in this section other than an indication, but:
(a) The record need not indicate that it is to be filed in
the real property records; and
(b) The record sufficiently provides the name of a debtor who
is an individual if it provides the individual name of the debtor
or the surname and first personal name of the debtor, even if the
debtor is an individual to whom division (A)(4) of section
1309.503 of the Revised Code applies; and
(4) The record is duly recorded.
(D) A financing statement may be filed before a security
agreement is made or a security interest otherwise attaches.
Sec. 1309.503. (A) A financing statement sufficiently
provides the name of the debtor:
(1) If Except as otherwise provided in division (A)(3) of
this section, if the debtor is a registered organization or the
collateral is held in a trust that is a registered organization,
only if the financing statement provides the name of the debtor
indicated that is stated to be the registered organization's name
on the public organic record of most recently filed with or issued
or enacted by the debtor's registered organization's jurisdiction
of organization that shows the debtor to have been organized
which purports to state, amend, or restate the registered
organization's name;
(2) If Subject to division (F) of this section, if the debtor
is a decedent's estate collateral is being administered by the
personal representative of a decedent, only if the financing
statement provides, as the name of the debtor, the name of the
decedent and, in a separate part of the financing statement,
indicates that the debtor collateral is
an estate being
administered by a personal representative;
(3) If the debtor collateral is a trust or a trustee acting
with respect to property held in a trust that is not a registered
organization, only if the financing statement:
(a) Provides, as the name specified of the debtor:
(i) If the organic record of the trust specifies a name for
the trust in its organic documents or, if no, the name is
specified, provides; or
(ii) If the organic record of the trust does not specify a
name for the trust, the name of the settlor and additional
information sufficient to distinguish the debtor from other trusts
having one or more of the same settlors or testator; and
(b) Indicates, in the debtor's name or otherwise, that the
debtor is a trust or is a trustee acting with respect to property
In a separate part of the financing statement:
(i) If the name is provided in accordance with division
(A)(3)(a)(i) of this section, indicates that the collateral is
held in a trust; or
(ii) If the name is provided in accordance with division
(A)(3)(a)(ii) of this section, provides additional information
sufficient to distinguish the trust from other trusts having one
or more of the same settlors or the same testator and indicates
that the collateral is held in a trust, unless the additional
information so indicates.
(4) Subject to division (G) of this section, if the debtor is
an individual to whom this state has issued a driver's license or
identification card that has not expired, only if the financing
statement provides the name of the individual that is indicated on
the driver's license or identification card;
(5) If the debtor is an individual to whom division (A)(4) of
this section does not apply, only if the financing statement
provides the individual name of the debtor or the surname and
first personal name of the debtor; and
(6) In other cases:
(a) If the debtor has a name, only if it the financing
statement provides the
individual or organizational name of the
debtor; and
(b) If the debtor does not have a name, only if it provides
the names of the partners, members, associates, or other persons
comprising the debtor, in a manner that each name provided would
be sufficient if the person named were the debtor.
(B) A financing statement that provides the name of the
debtor in accordance with division (A) of this section is not
rendered ineffective by the absence of:
(1) A trade name or other name of the debtor; or
(2) Unless required under division (A)(4)(6)(b) of this
section, names of partners, members, associates, or other persons
comprising the debtor.
(C) A financing statement that provides only the debtor's
trade name does not sufficiently provide the name of the debtor.
(D) Failure to indicate the representative capacity of a
secured party or representative of a secured party does not affect
the sufficiency of a financing statement.
(E) A financing statement may provide the name of more than
one debtor and the name of more than one secured party.
(F) The name of the decedent indicated on the order
appointing the personal representative of the decedent issued by
the court having jurisdiction over the collateral is sufficient as
the "name of the decedent" under division (A)(2) of this section.
(G) If this state has issued to an individual more than one
driver's license or identification card of a kind described in
division (A)(4) of this section, the one that was issued most
recently is the one to which division (A)(4) of this section
refers.
(H) As used in this section, "name of the settlor or
testator" means:
(1) If the settlor is a registered organization, the name
that is stated to be the settlor's name on the public organic
record most recently filed with or issued or enacted by the
settlor's jurisdiction of organization that purports to state,
amend, or restate the settlor's name; or
(2) In other cases, the name of the settlor or testator
indicated in the trust's organic record.
Sec. 1309.507. (A) A filed financing statement remains
effective with respect to collateral that is sold, exchanged,
leased, licensed, or otherwise disposed of and in which a security
interest or agricultural lien continues, even if the secured party
knows of or consents to the disposition.
(B) Except as otherwise provided in division (C) of this
section and section 1309.508 of the Revised Code, a financing
statement is not rendered ineffective if, after the financing
statement is filed, the information provided in the financing
statement becomes seriously misleading under section 1309.506 of
the Revised Code.
(C) If a debtor so changes its the name that a filed
financing statement provides for a debtor becomes insufficient as
the name of the debtor under division (A) of section 1309.503 of
the Revised Code so that the financing statement becomes seriously
misleading under section 1309.506 of the Revised Code:
(1) The financing statement is effective to perfect a
security interest in collateral acquired by the debtor before, or
within four months after, the change filed financing statement
becomes seriously misleading; and
(2) The financing statement is not effective to perfect a
security interest in collateral acquired by the debtor more than
four months after the change filed financing statement becomes
seriously misleading, unless an amendment to the financing
statement that renders the financing statement not seriously
misleading is filed within four months after the change financing
statement became seriously misleading.
Sec. 1309.515. (A) Except as otherwise provided in divisions
(B), (E), (F), and (G) of this section, a filed financing
statement is effective for a period of five years after the date
of filing.
(B) Except as otherwise provided in divisions (E), (F), and
(G) of this section, an initial financing statement filed in
connection with a public-finance transaction or manufactured-home
transaction is effective for a period of thirty years after the
date of filing if it indicates that it is filed in connection with
a public-finance transaction or manufactured-home transaction.
(C) The effectiveness of a filed financing statement lapses
on the expiration of the period of its effectiveness unless,
before the lapse, a continuation statement is filed pursuant to
division (D) of this section. Upon lapse, a financing statement
ceases to be effective, and any security interest or agricultural
lien that was perfected by the financing statement becomes
unperfected, unless the security interest is perfected otherwise.
If the security interest or agricultural lien becomes unperfected
upon lapse, it is deemed never to have been perfected as against a
purchaser of the collateral for value.
(D) A continuation statement may be filed only within six
months before the expiration of the five-year period specified in
division (A) or the thirty-year period specified in division (B)
of this section, whichever is applicable.
(E) Except as provided in section 1309.510 of the Revised
Code, upon timely filing of a continuation statement, the
effectiveness of the initial financing statement continues for a
period of five years commencing on the day on which the financing
statement would have become ineffective in the absence of the
filing. Upon the expiration of the five-year period, the financing
statement lapses in the same manner as provided in division (C) of
this section, unless, before the lapse, another continuation
statement is filed pursuant to division (D) of this section.
Succeeding continuation statements may be filed in the same manner
to continue the effectiveness of the initial financing statement.
(F) If a debtor is a transmitting utility and a filed initial
financing statement so indicates, the financing statement is
effective until a termination statement is filed.
(G) A record of a mortgage that is effective as a financing
statement filed as a fixture filing under division (C) of section
1309.502 of the Revised Code remains effective as a financing
statement filed as a fixture filing until the mortgage is released
or satisfied of record or its effectiveness otherwise terminates
as to the real property.
Sec. 1309.516. (A) Except as provided in division (B) of
this section, communication of a record to a filing office and
tender of the filing fee or acceptance of the record by the filing
office constitutes filing.
(B) Filing does not occur with respect to a record that a
filing office refuses to accept because:
(1) The record is not communicated by a method or medium of
communication authorized by the filing office;
(2) An amount equal to or greater than the applicable filing
fee is not tendered;
(3) The filing office is unable to index the record because:
(a) In the case of an initial financing statement, the record
does not provide a name for the debtor;
(b) In the case of an amendment or correction information
statement, the record:
(i) Does not identify the initial financing statement as
required by section 1309.512 or 1309.518 of the Revised Code, as
applicable; or
(ii) Identifies an initial financing statement whose
effectiveness has lapsed under section 1309.515 of the Revised
Code.
(c) In the case of an initial financing statement that
provides the name of a debtor identified as an individual or an
amendment that provides a name of a debtor identified as an
individual that was not provided previously in the financing
statement to which the record relates, the record does not
identify the debtor's last name surname; or
(d) In the case of a record filed in the filing office
described in division (A)(1) of section 1309.501 of the Revised
Code, the record does not provide a sufficient description of the
real property to which it relates.
(4) In the case of an initial financing statement or an
amendment that adds a secured party of record, the record does not
provide a name and mailing address for the secured party of
record;
(5) In the case of an initial financing statement or an
amendment that provides a name of a debtor that was not provided
previously in the financing statement to which the amendment
relates, the record does not:
(a) Provide a mailing address for the debtor; or
(b) Indicate whether the name provided as the name of the
debtor is the name of an individual or an organization; or
(c) If the financing statement indicates that the debtor is
an organization, provide:
(i) A type of organization for the debtor; or
(ii) A jurisdiction of organization for the debtor.
(6) In the case of an assignment reflected in an initial
financing statement under division (A) of section 1309.514 of the
Revised Code or an amendment filed under division (B) of section
1309.514 of the Revised Code, the record does not provide a name
and mailing address for the assignee.
(7) In the case of a continuation statement, the record is
not filed within the six-month period prescribed by division (D)
of section 1309.515 of the Revised Code.; or
(8) The secretary of state refuses to accept the record for
filing or recording in compliance with division (A) of section
111.24 of the Revised Code.
(C) For purposes of division (B) of this section:
(1) A record does not provide information if the filing
office is unable to read or decipher the information; and
(2) A record that does not indicate that it is an amendment
or identify an initial financing statement to which it relates, as
required by section 1309.512, 1309.514, or 1309.518 of the Revised
Code, is an initial financing statement.
(D) A record that is communicated to the filing office with
tender of the filing fee, but that the filing office refuses to
accept for a reason other than one specified in division (B) of
this section, is effective as a filed record except as against a
purchaser of the collateral that gives value in reasonable
reliance upon the absence of the record from the files.
Sec. 1309.518. (A) A person may file in the filing office
a
correction an information statement with respect to a record
indexed there under the person's name if the person believes that
the record is inaccurate or was wrongfully filed.
(B) A correction An information statement under division (A)
of this section must:
(1) Identify the record to which it relates by:
(a) The file number assigned to the initial financing
statement to which the record relates; and
(b) If the correction information statement relates to a
record filed in a filing office described in division (A)(1) of
section 1309.501 of the Revised Code, the date and time that the
initial financing statement was filed and the information
specified in division (B) of section 1309.502 of the Revised Code;
(2) Indicate that it is a correction an information
statement; and
(3) Provide the basis for the person's belief that the record
is inaccurate and indicate the manner in which the person believes
the record should be amended to cure any inaccuracy or provide the
basis for the person's belief that the record was wrongfully
filed.
(C) A person may file in the filing office an information
statement with respect to a record filed there if the person is a
secured party of record with respect to the financing statement to
which the record relates and believes that the person that filed
the record was not entitled to do so under division (D) of section
1309.509 of the Revised Code.
(D) An information statement under division (C) of this
section must:
(1) Identify the record to which it relates by:
(a) The file number assigned to the initial financing
statement to which the record relates; and
(b) If the information statement relates to a record filed in
a filing office described in division (A)(1) of section 1309.501
of the Revised Code, the date and time that the initial financing
statement was filed and the information specified in division (B)
of section 1309.502 of the Revised Code;
(2) Indicate that it is an information statement; and
(3) Provide the basis for the person's belief that the person
that filed the record was not entitled to do so under division (D)
of section 1309.509 of the Revised Code.
(E) The filing of a correction an information statement does
not affect the effectiveness of an initial financing statement or
other filed record.
Sec. 1309.521. (A) A filing office that accepts written
records may not refuse to accept a written initial financing
statement in the following form and format except for a reason
prescribed in division (B) of section 1309.516 of the Revised
Code:
UCC FINANCING STATEMENT
Follow instructions (front and back) carefully.
A. Name and phone of contact at filer (optional)
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.................................................................
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B. Send acknowledgment to: (name and address)
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..................................
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..................................
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The above space is for filing office use only. |
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1. DEBTOR'S EXACT FULL LEGAL NAME
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(Insert only one debtor name [1a or 1b]. Do not abbreviate or
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combine names. If completing 1b, insert the debtor's name exactly as it appears on the debtor's current driver's license or identification card issued by this state, if one exists.)
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1a. Organization's name .........................................
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or
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1b. Individual's last name ............. First name .............
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Middle name ........................... Suffix ..................
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1c. Mailing address .............................................
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City .......... State ....... Postal code ...... Country ........
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Additional information regarding organization debtor
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1d. Type of organization ........................................
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1e. Jurisdiction of organization ................................
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2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME
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(Insert only one debtor name [2a or 2b]. Do not abbreviate or
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combine names. If completing 2b, insert the debtor's name exactly as it appears on the debtor's current driver's license or identification card issued by this state, if one exists.)
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2a. Organization's name .........................................
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or
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2b. Individual's last name ............. First name .............
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Middle name ........................... Suffix ..................
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2c. Mailing address .............................................
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City .......... State ....... Postal code ...... Country ........
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Additional information regarding organization debtor
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2d. Type of organization ........................................
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2e. Jurisdiction of organization ................................
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3. SECURED PARTY'S NAME (or name of total assignee of assignor
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S/P). Insert only one secured party name (3a or 3b).
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3a. Organization's name .........................................
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or
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3b. Individual's last name ............. First name .............
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Middle name ........................... Suffix ..................
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3c. Mailing address .............................................
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City .......... State ....... Postal code ...... Country ........
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4. This FINANCING STATEMENT covers the following collateral:
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.................................................................
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.................................................................
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.................................................................
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.................................................................
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5. ALTERNATIVE DESIGNATION (if applicable):
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[ ] Lessee/lessor [ ] Consignee/consignor [ ] Bailee/bailor
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[ ] Seller/buyer [ ] Ag. lien [ ] Non-UCC filing
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6. [ ] This FINANCING STATEMENT is to be filed [for record] (or
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recorded) in the REAL ESTATE RECORDS. Attach addendum ..........
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[if applicable].
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7. Check to REQUEST SEARCH REPORT(S) on debtor(s)
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[ADDITIONAL FEE] .......... [optional]
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[ ] All debtors [ ] Debtor 1 [ ] Debtor 2
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8. OPTIONAL FILER REFERENCE DATA
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.................................................................
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.................................................................
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UCC FINANCING STATEMENT ADDENDUM
Follow instructions (front and back) carefully.
9. NAME OF FIRST DEBTOR (1a OR 1b) ON RELATED FINANCING STATEMENT
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9a. Organization's name .........................................
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or
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9b. Individual's last name ............. First name .............
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Middle name ........................... Suffix ..................
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10. MISCELLANEOUS
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| The above space is for filing office use only. |
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11. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME
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(Insert only one name [11a or 11b]. Do not abbreviate or combine
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names. If completing 11b, insert the debtor's name exactly as it appears on the debtor's current driver's license or identification card issued by this state, if one exists.)
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11a. Organization's name ........................................
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or
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11b. Individual's last name ............. First name ............
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Middle name ........................... Suffix ..................
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11c. Mailing address ............................................
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City .......... State ....... Postal code ...... Country ........
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Additional information regarding organization debtor
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11d. Type of organization .......................................
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11e. Jurisdiction of organization ...............................
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12. [ ] ADDITIONAL SECURED PARTY'S or [ ] ASSIGNOR S/P'S NAME
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(Insert only one name [12a or 12b].)
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12a. Organization's name ........................................
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or
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12b. Individual's last name ............. First name ............
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Middle name ........................... Suffix ..................
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12c. Mailing address ............................................
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City .......... State ....... Postal code ...... Country ........
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13. This FINANCING STATEMENT covers [ ] timber to be cut or
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[ ] as-extracted collateral, or is filed as a [ ] fixture filing.
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14. DESCRIPTION OF REAL ESTATE:
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.................................................................
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15. Name and address of a RECORD OWNER of above-described real
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estate (if debtor does not have a record interest):
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.................................................................
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.................................................................
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16. Additional collateral description:
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17. Check only if applicable and check only one box.
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Debtor is a [ ] Trust or [ ] Trustee acting with respect to
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property held in trust or [ ] Decedent's estate
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18. Check only if applicable and check only one box.
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[ ] |
Debtor is a transmitting utility
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Filed in connection with a manufactured-home transaction -
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effective 30 years
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Filed in connection with a public-finance transaction -
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effective 30 years
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(B) A filing office that accepts written records may not
refuse to accept a written record in the following form and format
except for a reason prescribed in division (B) of section 1309.516
of the Revised Code:
UCC FINANCING STATEMENT AMENDMENT
Follow instructions (front and back) carefully.
A. Name and phone of contact at filer (optional)
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................................................................
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B. Send acknowledgment to: (name and address)
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The above space is for filing office use only. |
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1a. INITIAL FINANCING STATEMENT FILE NUMBER ....................
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1b. [ ] This financing statement amendment is to be filed [for
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record] (or recorded) in the real estate records.
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2. [ ] TERMINATION: Effectiveness of the financing statement identified above is terminated with respect to security interest(s) of the secured party authorizing this termination statement.
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3. [ ] CONTINUATION: Effectiveness of the financing statement identified above with respect to security interest(s) of the secured party authorizing this continuation statement is continued for the additional period provided by applicable law.
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4. [ ] ASSIGNMENT (full or partial): Give name of assignee in item 7a or 7b and address of assignee in item 7c; and also give name of assignor in item 9.
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5. AMENDMENT (PARTY INFORMATION): This amendment affects [ ] Debtor
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or [ ] Secured Party of record. Check only one of these two boxes.
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Also check one of the following three boxes and provide appropriate information in items 6 and/or 7.
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CHANGE name and/or address. Give current record name in item 6a or 6b; also give new name (if name change) in item 7a or 7b and/or new address (if address change) in item 7c. |
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DELETE name. Give record name to be deleted in item 6a or 6b. |
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ADD name. Complete item 7a or 7b, and also item 7c; also complete items 7d-7g (if applicable). |
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6. CURRENT RECORD INFORMATION: |
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6a. Organization's name ......................................... |
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or |
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6b. Individual's last name .................. First name ........ |
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Middle name ................................. Suffix ............ |
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7. CHANGED (NEW) OR ADDED INFORMATION: |
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(If completing 7b and the amendment affects a debtor, insert the debtor's name exactly as it appears on the debtor's current driver's license or identification card issued by this state, if one exists.) |
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7a. Organization's name ......................................... |
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or |
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7b. Individual's last name .................. First name ........ |
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Middle name ................................. Suffix ............ |
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7c. Mailing address ............................................. |
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City ........ State ....... Postal code ....... Country ......... |
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Additional information regarding organization debtor |
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7d. Type of organization ........................................ |
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7e. Jurisdiction of organization ................................ |
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8. AMENDMENT (COLLATERAL CHANGE). Check only one box. |
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Describe collateral [ ] deleted or [ ] added, or give entire |
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[ ] restated collateral description, or describe collateral |
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[ ] assigned. |
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................................................................. |
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................................................................. |
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................................................................. |
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................................................................. |
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9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT |
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(name of assignor, if this is an assignment). If this is an |
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amendment authorized by a debtor that adds collateral or adds |
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the authorizing debtor, or if this is a termination authorized |
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by a debtor, check here [ ] and enter name of debtor |
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authorizing this amendment. |
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9a. Organization's name ......................................... |
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or |
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9b. Individual's last name ................ First name .......... |
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Middle name ............................... Suffix .............. |
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10. OPTIONAL FILER REFERENCE DATA |
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................................................................. |
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UCC FINANCING STATEMENT AMENDMENT ADDENDUM
Follow instructions (front and back) carefully.
11. INITIAL FINANCING STATEMENT FILE NUMBER (same as item 1a
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on amendment form) .............................................
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12. NAME OF PARTY AUTHORIZING |
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THIS AMENDMENT (same as item 9 |
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on amendment form) |
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12a. Organization's name
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................................. |
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or |
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12b. Individual's last name |
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................................. |
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First name ...................... |
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Middle name .......... Suffix ... |
The above space is for filing office use only. |
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13. Use this space for additional information.
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...................................................................
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...................................................................
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...................................................................
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................................................................... |
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Sec. 1309.607. (A) If so agreed, and in any event after
default, a secured party:
(1) May notify an account debtor or other person obligated on
collateral to make payment or otherwise render performance to or
for the benefit of the secured party;
(2) May take any proceeds to which the secured party is
entitled under section 1309.315 of the Revised Code;
(3) May enforce the obligations of an account debtor or other
person obligated on collateral and exercise the rights of the
debtor with respect to the obligation of the account debtor or
other person obligated on collateral to make payment or otherwise
render performance to the debtor, and with respect to any property
that secures the obligations of the account debtor or other person
obligated on the collateral;
(4) If it holds a security interest in a deposit account
perfected by control under division (A)(1) of section 1309.104 of
the Revised Code, may apply the balance of the deposit account to
the obligation secured by the deposit account; and
(5) If it holds a security interest in a deposit account
perfected by control under division (A)(2) or (3) of section
1309.104 of the Revised Code, may instruct the bank to pay the
balance of the deposit account to or for the benefit of the
secured party.
(B) If necessary to enable a secured party to exercise the
right of a debtor to enforce a mortgage nonjudicially under
division (A)(3) of this section, the secured party may record in
the office in which a record of the mortgage is recorded:
(1) A copy of the security agreement that creates or provides
for a security interest in the obligation secured by the mortgage;
and
(2) The secured party's sworn affidavit in recordable form
stating that:
(a) A default has occurred with respect to the obligation
secured by the mortgage; and
(b) The secured party is entitled to enforce the mortgage
nonjudicially.
(C) A secured party shall proceed in a commercially
reasonable manner if the secured party:
(1) Undertakes to collect from or enforce an obligation of an
account debtor or other person obligated on collateral; and
(2) Is entitled to charge back uncollected collateral or
otherwise to full or limited recourse against the debtor or a
secondary obligor.
(D) A secured party may deduct from the collections made
pursuant to division (C) of this section reasonable expenses of
collection and enforcement, including reasonable attorney's fees
and legal expenses incurred by the secured party.
(E) This section does not determine whether an account
debtor, bank, or other person obligated on collateral owes a duty
to a secured party.
SECTION 2. That existing sections 102.01, 103.63, 1309.102,
1309.105, 1309.307, 1309.311, 1309.316, 1309.317, 1309.326,
1309.406, 1309.408, 1309.502, 1309.503, 1309.507, 1309.515,
1309.516, 1309.518, 1309.521, and 1309.607 of the Revised Code are
hereby repealed.
SECTION 3. (A) Except as otherwise provided in Sections 3
through 8 of this act, this act applies to a transaction or lien
within its scope, even if the transaction or lien was entered into
or created before Sections 1 through 8 of this act, except for
sections 102.01 and 103.63 of the Revised Code as amended by this
act, take effect.
(B) This act does not affect an action, case, or proceeding
commenced before Sections 1 through 8 of this act, except for
sections 102.01 and 103.63 of the Revised Code as amended by this
act, take effect.
SECTION 4. (A) A security interest that is a perfected
security interest immediately before Sections 1 through 8 of this
act, except for sections 102.01 and 103.63 of the Revised Code as
amended by this act, take effect is a perfected security interest
under Chapter 1309. of the Revised Code as amended by this act if,
when Sections 1 through 8 of this act, except for sections 102.01
and 103.63 of the Revised Code as amended by this act, take
effect, the applicable requirements for attachment and perfection
under Chapter 1309. of the Revised Code as amended by this act are
satisfied without further action.
(B) Except as otherwise provided in Section 5 of this act,
if, immediately before Sections 1 through 8 of this act, except
for sections 102.01 and 103.63 of the Revised Code as amended by
this act, take effect, a security interest is a perfected security
interest, but the applicable requirements for perfection under
Chapter 1309. of the Revised Code as amended by this act are not
satisfied when Sections 1 through 8 of this act, except for
sections 102.01 and 103.63 of the Revised Code as amended by this
act, take effect, the security interest remains perfected
thereafter only if the applicable requirements for perfection
under Chapter 1309. of the Revised Code as amended by this act are
satisfied within one year after Sections 1 through 8 of this act,
except for sections 102.01 and 103.63 of the Revised Code as
amended by this act, take effect.
A security interest that is an unperfected security interest
immediately before Sections 1 through 8 of this act, except for
sections 102.01 and 103.63 of the Revised Code as amended by this
act, take effect becomes a perfected security interest:
(1) Without further action, when Sections 1 through 8 of this
act, except for sections 102.01 and 103.63 of the Revised Code as
amended by this act, take effect if the applicable requirements
for perfection under Chapter 1309. of the Revised Code as amended
by this act are satisfied before or at that time; or
(2) When the applicable requirements for perfection are
satisfied if the requirements are satisfied after that time.
SECTION 5. (A) The filing of a financing statement before
Sections 1 through 8 of this act, except for sections 102.01 and
103.63 of the Revised Code as amended by this act, take effect is
effective to perfect a security interest to the extent the filing
would satisfy the applicable requirements for perfection under
Chapter 1309. of the Revised Code as amended by this act.
(B) This act does not render ineffective an effective
financing statement that, before Sections 1 through 8 of this act,
except for sections 102.01 and 103.63 of the Revised Code as
amended by this act, take effect, is filed and satisfies the
applicable requirements for perfection under the law of the
jurisdiction governing perfection as provided in Chapter 1309. of
the Revised Code as it existed before amendment. However, except
as otherwise provided in Section 6 of this act and divisions (C)
and (D) of this section, the financing statement ceases to be
effective:
(1) If the financing statement is filed in this state, at the
time the financing statement would have ceased to be effective had
Sections 1 through 8 of this act, except for sections 102.01 and
103.63 of the Revised Code as amended by this act, not taken
effect; or
(2) If the financing statement is filed in another
jurisdiction, at the earlier of:
(a) The time the financing statement would have ceased to be
effective under the law of that jurisdiction; or
(b) June 30, 2018.
(C) The filing of a continuation statement after Sections 1
through 8 of this act, except for sections 102.01 and 103.63 of
the Revised Code as amended by this act, take effect does not
continue the effectiveness of a financing statement filed before
those sections, except for sections 102.01 and 103.63 of the
Revised Code as amended by this act, take effect. However, upon
the timely filing of a continuation statement after those
sections, except for sections 102.01 and 103.63 of the Revised
Code as amended by this act, take effect and in accordance with
the law of the jurisdiction governing perfection as provided in
Chapter 1309. of the Revised Code as amended by this act, the
effectiveness of a financing statement filed in the same office in
that jurisdiction before those sections, except for sections
102.01 and 103.63 of the Revised Code as amended by this act, take
effect continues for the period provided by the law of that
jurisdiction.
(D) Division (B)(2)(b) of this section applies to a financing
statement that, before Sections 1 through 8 of this act, except
for sections 102.01 and 103.63 of the Revised Code as amended by
this act, take effect, is filed against a transmitting utility and
satisfies the applicable requirements for perfection under the law
of the jurisdiction governing perfection as provided in Chapter
1309. of the Revised Code as it existed before amendment, only to
the extent that Chapter 1309. of the Revised Code as amended by
this act provides that the law of a jurisdiction other than the
jurisdiction in which the financing statement is filed governs
perfection of a security interest in collateral covered by the
financing statement.
(E) A financing statement that includes a financing statement
filed before Sections 1 through 8 of this act, except for sections
102.01 and 103.63 of the Revised Code as amended by this act, take
effect and a continuation statement filed after those sections,
except for sections 102.01 and 103.63 of the Revised Code as
amended by this act, take effect is effective only to the extent
that it satisfies the requirements of sections 1309.501 to
1309.529 of the Revised Code as amended by this act for an initial
financing statement. A financing statement that indicates that the
debtor is a decedent's estate indicates that the collateral is
being administered by a personal representative within the meaning
of division (A)(2) of section 1309.503 of the Revised Code as
amended by this act. A financing statement that indicates that the
debtor is a trust or is a trustee acting with respect to property
held in trust indicates that the collateral is held in a trust
within the meaning of division (A)(3) of section 1309.503 of the
Revised Code as amended by this act.
SECTION 6. (A) The filing of an initial financing statement
in the office specified in section 1309.501 of the Revised Code
continues the effectiveness of a financing statement filed before
Sections 1 through 8 of this act, except for sections 102.01 and
103.63 of the Revised Code as amended by this act, take effect if:
(1) The filing of an initial financing statement in that
office would be effective to perfect a security interest under
Chapter 1309. of the Revised Code as amended by this act;
(2) The pre-effective-date financing statement was filed in
an office in another state; and
(3) The initial financing statement satisfies division (C) of
this section.
(B) The filing of an initial financing statement under
division (A) of this section continues the effectiveness of the
pre-effective-date financing statement:
(1) If the initial financing statement is filed before
Sections 1 through 8 of this act, except for sections 102.01 and
103.63 of the Revised Code as amended by this act, take effect,
for the period provided in section 1309.515 of the Revised Code as
it existed before amendment with respect to an initial financing
statement; and
(2) If the initial financing statement is filed after
Sections 1 through 8 of this act, except for sections 102.01 and
103.63 of the Revised Code as amended by this act, take effect,
for the period provided in section 1309.515 of the Revised Code as
amended by this act with respect to an initial financing
statement.
(C) To be effective for purposes of division (A) of this
section, an initial financing statement must:
(1) Satisfy the requirements of sections 1309.501 to 1309.529
of the Revised Code as amended by this act for an initial
financing statement;
(2) Identify the pre-effective-date financing statement by
indicating the office in which the financing statement was filed
and providing the dates of filing and file numbers, if any, of the
financing statement and of the most recent continuation statement
filed with respect to the financing statement; and
(3) Indicate that the pre-effective-date financing statement
remains effective.
SECTION 7. (A) In this section, "pre-effective-date financing
statement" means a financing statement filed before Sections 1
through 8 of this act, except for sections 102.01 and 103.63 of
the Revised Code as amended by this act, take effect.
(B) After Sections 1 through 8 of this act, except for
sections 102.01 and 103.63 of the Revised Code as amended by this
act, take effect, a person may add or delete collateral covered
by, continue or terminate the effectiveness of, or otherwise amend
the information provided in, a pre-effective-date financing
statement only in accordance with the law of the jurisdiction
governing perfection as provided in Chapter 1309. of the Revised
Code as amended by this act. However, the effectiveness of a
pre-effective-date financing statement also may be terminated in
accordance with the law of the jurisdiction in which the financing
statement is filed.
(C) Except as otherwise provided in division (D) of this
section, if the law of this state governs perfection of a security
interest, the information in a pre-effective-date financing
statement may be amended after Sections 1 through 8 of this act,
except for sections 102.01 and 103.63 of the Revised Code as
amended by this act, take effect only if:
(1) The pre-effective-date financing statement and an
amendment are filed in the office specified in section 1309.501 of
the Revised Code;
(2) An amendment is filed in the office specified in section
1309.501 of the Revised Code concurrently with, or after the
filing in that office of, an initial financing statement that
satisfies division (C) of Section 6 of this act; or
(3) An initial financing statement that provides the
information as amended and satisfies division (C) of Section 6 of
this act is filed in the office specified in section 1309.501 of
the Revised Code.
(D) If the law of this state governs perfection of a security
interest, the effectiveness of a pre-effective-date financing
statement may be continued only under divisions (C) and (E) of
Section 5 of this act or Section 6 of this act.
(E) Whether or not the law of this state governs perfection
of a security interest, the effectiveness of a pre-effective-date
financing statement filed in this state may be terminated after
Sections 1 through 8 of this act, except for sections 102.01 and
103.63 of the Revised Code as amended by this act, take effect by
filing a termination statement in the office in which the
pre-effective-date financing statement is filed, unless an initial
financing statement that satisfies division (C) of Section 6 of
this act has been filed in the office specified by the law of the
jurisdiction governing perfection as provided in Chapter 1309. of
the Revised Code as amended by this act as the office in which to
file a financing statement.
A person may file an initial financing statement or a
continuation statement under Sections 3 through 8 of this act if:
(1) The secured party of record authorizes the filing; and
(2) The filing is necessary under Sections 3 through 8 of
this act:
(a) To continue the effectiveness of a financing statement
filed before Sections 1 through 8 of this act, except for sections
102.01 and 103.63 of the Revised Code as amended by this act, take
effect; or
(b) To perfect or continue the perfection of a security
interest.
SECTION 8. This act determines the priority of conflicting
claims to collateral. However, if the relative priorities of the
claims were established before Sections 1 through 8 of this act,
except for sections 102.01 and 103.63 of the Revised Code as
amended by this act, take effect, Chapter 1309. of the Revised
Code as it existed before amendment determines priority.
SECTION 9. Sections 1 through 8 of this act, except for
sections 102.01 and 103.63 of the Revised Code as amended by this
act, shall take effect on July 1, 2013.
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