Rights and title of consignee with respect to
creditors and purchasers. (1) Except as otherwise provided in subsection
(2) of this section, for purposes of determining the rights of creditors
of, and purchasers for value of goods from, a consignee, while the goods
are in the possession of the consignee, the consignee is deemed to have
rights and title to the goods identical to those the consignor had or had
power to transfer.
(2) For purposes of determining the rights of a creditor of a
consignee, law other than this chapter determines the rights and title of
a consignee while goods are in the consignee’s possession if, under ORS
79.0301 to 79.0342, a perfected security interest held by the consignor
would have priority over the rights of the creditor. [2001 c.445 §39] Licensee of general intangible and lessee of
goods in ordinary course of business. (1) As used in this section,
“licensee in ordinary course of business” means a person that becomes a
licensee of a general intangible in good faith, without knowledge that
the license violates the rights of another person in the general
intangible, and in the ordinary course from a person in the business of
licensing general intangibles of that kind. A person becomes a licensee
in the ordinary course if the license to the person comports with the
usual or customary practices in the kind of business in which the
licensor is engaged or with the licensor’s own usual or customary
practices.
(2) A licensee in ordinary course of business takes its rights
under a nonexclusive license free of a security interest in the general
intangible created by the licensor, even if the security interest is
perfected and the licensee knows of its existence.
(3) A lessee in ordinary course of business takes its leasehold
interest free of a security interest in the goods created by the lessor,
even if the security interest is perfected and the lessee knows of its
existence. [2001 c.445 §41] Priorities among conflicting security interests
in and agricultural liens on same collateral. (1) Except as otherwise
provided in this section, priority among conflicting security interests
and agricultural liens in the same collateral is determined according to
the following rules:
(a) Conflicting perfected security interests and agricultural liens
rank according to priority in time of filing or perfection. Priority
dates from the earlier of the time a filing covering the collateral is
first made or the security interest or agricultural lien is first
perfected, if there is no period thereafter when there is neither filing
nor perfection.
(b) A perfected security interest or agricultural lien has priority
over a conflicting unperfected security interest or agricultural lien.
(c) The first security interest or agricultural lien to attach or
become effective has priority if conflicting security interests and
agricultural liens are unperfected.
(2) For the purposes of subsection (1)(a) of this section:
(a) The time of filing or perfection as to a security interest in
collateral is also the time of filing or perfection as to a security
interest in proceeds; and
(b) The time of filing or perfection as to a security interest in
collateral supported by a supporting obligation is also the time of
filing or perfection as to a security interest in the supporting
obligation.
(3) Except as otherwise provided in subsection (6) of this section,
a security interest in collateral which qualifies for priority over a
conflicting security interest under ORS 79.0327, 79.0328, 79.0329,
79.0330 or 79.0331 also has priority over a conflicting security interest
in:
(a) Any supporting obligation for the collateral; and
(b) Proceeds of the collateral if:
(A) The security interest in proceeds is perfected;
(B) The proceeds are cash proceeds or of the same type as the
collateral; and
(C) In the case of proceeds that are proceeds of proceeds, all
intervening proceeds are cash proceeds, proceeds of the same type as the
collateral or an account relating to the collateral.
(4) Subject to subsection (5) of this section and except as
otherwise provided in subsection (6) of this section, if a security
interest in chattel paper, deposit accounts, negotiable documents,
instruments, investment property or letter-of-credit rights is perfected
by a method other than filing, conflicting perfected security interests
in proceeds of the collateral rank according to priority in time of
filing.
(5) Subsection (4) of this section applies only if the proceeds of
the collateral are not cash proceeds, chattel paper, negotiable
documents, instruments, investment property or letter-of-credit rights.
(6) Subsections (1) to (5) of this section are subject to:
(a) Subsection (7) of this section and the other provisions of ORS
79.0301 to 79.0342;
(b) ORS 74.2100 with respect to a security interest of a collecting
bank;
(c) ORS 75.1180 with respect to a security interest of an issuer or
nominated person; and
(d) ORS 79.0110 with respect to a security interest arising under
ORS chapter 72 or 72A.
(7) A perfected agricultural lien on collateral has priority over a
conflicting security interest in or agricultural lien on the same
collateral if the statute creating the agricultural lien so provides.
[2001 c.445 §42]Future advances. (1) Except as otherwise
provided in subsection (3) of this section, for purposes of determining
the priority of a perfected security interest under ORS 79.0322 (1)(a),
perfection of the security interest dates from the time an advance is
made to the extent that the security interest secures an advance that:
(a) Is made while the security interest is perfected only:
(A) Under ORS 79.0309 when it attaches; or
(B) Temporarily under ORS 79.0312 (5), (6) or (7); and
(b) Is not made pursuant to a commitment entered into before or
while the security interest is perfected by a method other than under ORS
79.0309 or 79.0312 (5), (6) or (7).
(2) Except as otherwise provided in subsection (3) of this section,
a security interest is subordinate to the rights of a person that becomes
a lien creditor to the extent that the security interest secures an
advance made more than 45 days after the person becomes a lien creditor
unless the advance is made:
(a) Without knowledge of the lien; or
(b) Pursuant to a commitment entered into without knowledge of the
lien.
(3) Subsections (1) and (2) of this section do not apply to a
security interest held by a secured party that is a buyer of accounts,
chattel paper, payment intangibles or promissory notes or a consignor.
(4) Except as otherwise provided in subsection (5) of this section,
a buyer of goods other than a buyer in ordinary course of business takes
free of a security interest to the extent that it secures advances made
after the earlier of:
(a) The time the secured party acquires knowledge of the buyer’s
purchase; or
(b) Forty-five days after the purchase.
(5) Subsection (4) of this section does not apply if the advance is
made pursuant to a commitment entered into without knowledge of the
buyer’s purchase and before the expiration of the 45-day period.
(6) Except as otherwise provided in subsection (7) of this section,
a lessee of goods, other than a lessee in ordinary course of business,
takes the leasehold interest free of a security interest to the extent
that it secures advances made after the earlier of:
(a) The time the secured party acquires knowledge of the lease; or
(b) Forty-five days after the lease contract becomes enforceable.
(7) Subsection (6) of this section does not apply if the advance is
made pursuant to a commitment entered into without knowledge of the lease
and before the expiration of the 45-day period. [2001 c.445 §43]Priority of purchase-money security interests.
(1) Except as otherwise provided in subsection (7) of this section, a
perfected purchase-money security interest in goods other than inventory
or livestock has priority over a conflicting security interest in the
same goods, and, except as otherwise provided in ORS 79.0327, a perfected
security interest in its identifiable proceeds also has priority, if the
purchase-money security interest is perfected when the debtor receives
possession of the collateral or within 20 days thereafter.
(2) Subject to subsection (3) of this section and except as
otherwise provided in subsection (7) of this section, a perfected
purchase-money security interest in inventory has priority over a
conflicting security interest in the same inventory, has priority over a
conflicting security interest in chattel paper or an instrument
constituting proceeds of the inventory and in proceeds of the chattel
paper, if so provided in ORS 79.0330, and, except as otherwise provided
in ORS 79.0327, also has priority in identifiable cash proceeds of the
inventory to the extent the identifiable cash proceeds are received on or
before the delivery of the inventory to a buyer, if:
(a) The purchase-money security interest is perfected when the
debtor receives possession of the inventory;
(b) The purchase-money secured party sends an authenticated
notification to the holder of the conflicting security interest;
(c) The holder of the conflicting security interest receives the
notification within five years before the debtor receives possession of
the inventory; and
(d) The notification states that the person sending the
notification has or expects to acquire a purchase-money security interest
in inventory of the debtor and describes the inventory.
(3) Subsection (2)(b) to (d) of this section applies only if the
holder of the conflicting security interest had filed a financing
statement covering the same types of inventory:
(a) If the purchase-money security interest is perfected by filing,
before the date of the filing; or
(b) If the purchase-money security interest is temporarily
perfected without filing or possession under ORS 79.0312 (6), before the
beginning of the 20-day period thereunder.
(4) Subject to subsection (5) of this section and except as
otherwise provided in subsection (7) of this section, a perfected
purchase-money security interest in livestock that are farm products has
priority over a conflicting security interest in the same livestock, and,
except as otherwise provided in ORS 79.0327, a perfected security
interest in their identifiable proceeds and identifiable products in
their unmanufactured states also has priority, if:
(a) The purchase-money security interest is perfected when the
debtor receives possession of the livestock;
(b) The purchase-money secured party sends an authenticated
notification to the holder of the conflicting security interest;
(c) The holder of the conflicting security interest receives the
notification within six months before the debtor receives possession of
the livestock; and
(d) The notification states that the person sending the
notification has or expects to acquire a purchase-money security interest
in livestock of the debtor and describes the livestock.
(5) Subsection (4)(b) to (d) of this section applies only if the
holder of the conflicting security interest had filed a financing
statement covering the same types of livestock:
(a) If the purchase-money security interest is perfected by filing,
before the date of the filing; or
(b) If the purchase-money security interest is temporarily
perfected without filing or possession under ORS 79.0312 (6), before the
beginning of the 20-day period thereunder.
(6) Except as otherwise provided in subsection (7) of this section,
a perfected purchase-money security interest in software has priority
over a conflicting security interest in the same collateral, and, except
as otherwise provided in ORS 79.0327, a perfected security interest in
its identifiable proceeds also has priority, to the extent that the
purchase-money security interest in the goods in which the software was
acquired for use has priority in the goods and proceeds of the goods
under this section.
(7) If more than one security interest qualifies for priority in
the same collateral under subsection (1), (2), (4) or (6) of this section:
(a) A security interest securing an obligation incurred as all or
part of the price of the collateral has priority over a security interest
securing an obligation incurred for value given to enable the debtor to
acquire rights in or the use of collateral; and
(b) In all other cases, ORS 79.0322 (1) applies to the qualifying
security interests. [2001 c.445 §44] Priority of security interests in transferred
collateral. (1) Except as otherwise provided in subsection (2) of this
section, a security interest created by a debtor is subordinate to a
security interest in the same collateral created by another person if:
(a) The debtor acquired the collateral subject to the security
interest created by the other person;
(b) The security interest created by the other person was perfected
when the debtor acquired the collateral; and
(c) There is no period thereafter when the security interest is
unperfected.
(2) Subsection (1) of this section subordinates a security interest
only if the security interest:
(a) Otherwise would have priority solely under ORS 79.0322 (1) or
79.0323; or
(b) Arose solely under ORS 72.7110 (3) or 72A.5080 (5). [2001 c.445
§45] Priority of security interests created by new
debtor. (1) Subject to subsection (2) of this section, a security
interest created by a new debtor which is perfected by a filed financing
statement that is effective solely under ORS 79.0508 in collateral in
which a new debtor has or acquires rights is subordinate to a security
interest in the same collateral which is perfected other than by a filed
financing statement that is effective solely under ORS 79.0508.
(2) The other provisions of ORS 79.0301 to 79.0342 determine the
priority among conflicting security interests in the same collateral
perfected by filed financing statements that are effective solely under
ORS 79.0508. 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. [2001 c.445 §46] Priority of security interests in deposit
account. The following rules govern priority among conflicting security
interests in the same deposit account:
(1) A security interest held by a secured party having control of
the deposit account under ORS 79.0104 has priority over a conflicting
security interest held by a secured party that does not have control.
(2) Except as otherwise provided in subsections (3) and (4) of this
section, security interests perfected by control under ORS 79.0314 rank
according to priority in time of obtaining control.
(3) Except as otherwise provided in subsection (4) of this section,
a security interest held by the bank with which the deposit account is
maintained has priority over a conflicting security interest held by
another secured party.
(4) A security interest perfected by control under ORS 79.0104
(1)(c) has priority over a security interest held by the bank with which
the deposit account is maintained. [2001 c.445 §47] Priority of security interests in investment
property. The following rules govern priority among conflicting security
interests in the same investment property:
(1) A security interest held by a secured party having control of
investment property under ORS 79.0106 has priority over a security
interest held by a secured party that does not have control of the
investment property.
(2) Except as otherwise provided in subsections (3) and (4) of this
section, conflicting security interests held by secured parties each of
which has control under ORS 79.0106 rank according to priority in time of:
(a) If the collateral is a security, obtaining control;
(b) If the collateral is a security entitlement carried in a
securities account and:
(A) If the secured party obtained control under ORS 78.1060 (4)(a),
the secured party’s becoming the person for which the securities account
is maintained;
(B) If the secured party obtained control under ORS 78.1060 (4)(b),
the securities intermediary’s agreement to comply with the secured
party’s entitlement orders with respect to security entitlements carried
or to be carried in the securities account; or
(C) If the secured party obtained control through another person
under ORS 78.1060 (4)(c), the time on which priority would be based under
this subsection if the other person were the secured party; or
(c) If the collateral is a commodity contract carried with a
commodity intermediary, the satisfaction of the requirement for control
specified in ORS 79.0106 (2)(b) with respect to commodity contracts
carried or to be carried with the commodity intermediary.
(3) A security interest held by a securities intermediary in a
security entitlement or a securities account maintained with the
securities intermediary has priority over a conflicting security interest
held by another secured party.
(4) A security interest held by a commodity intermediary in a
commodity contract or a commodity account maintained with the commodity
intermediary has priority over a conflicting security interest held by
another secured party.
(5) A security interest in a certificated security in registered
form which is perfected by taking delivery under ORS 79.0313 (1) and not
by control under ORS 79.0314 has priority over a conflicting security
interest perfected by a method other than control.
(6) Conflicting security interests created by a broker, securities
intermediary, or commodity intermediary which are perfected without
control under ORS 79.0106 rank equally.
(7) In all other cases, priority among conflicting security
interests in investment property is governed by ORS 79.0322 and 79.0323.
[2001 c.445 §48] Priority of security interests in
letter-of-credit right. The following rules govern priority among
conflicting security interests in the same letter-of-credit right:
(1) A security interest held by a secured party having control of
the letter-of-credit right under ORS 79.0107 has priority to the extent
of its control over a conflicting security interest held by a secured
party that does not have control.
(2) Security interests perfected by control under ORS 79.0314 rank
according to priority in time of obtaining control. [2001 c.445 §49] Priority of purchaser of chattel paper or
instrument. (1) A purchaser of chattel paper has priority over a security
interest in the chattel paper which is claimed merely as proceeds of
inventory subject to a security interest if:
(a) In good faith and in the ordinary course of the purchaser’s
business, the purchaser gives new value and takes possession of the
chattel paper or obtains control of the chattel paper under ORS 79.0105;
and
(b) The chattel paper does not indicate that it has been assigned
to an identified assignee other than the purchaser.
(2) A purchaser of chattel paper has priority over a security
interest in the chattel paper which is claimed other than merely as
proceeds of inventory subject to a security interest if the purchaser
gives new value and takes possession of the chattel paper or obtains
control of the chattel paper under ORS 79.0105 in good faith, in the
ordinary course of the purchaser’s business, and without knowledge that
the purchase violates the rights of the secured party.
(3) Except as otherwise provided in ORS 79.0327, a purchaser having
priority in chattel paper under subsection (1) or (2) of this section
also has priority in proceeds of the chattel paper to the extent that:
(a) ORS 79.0322 provides for priority in the proceeds; or
(b) The proceeds consist of the specific goods covered by the
chattel paper or cash proceeds of the specific goods, even if the
purchaser’s security interest in the proceeds is unperfected.
(4) Except as otherwise provided in ORS 79.0331 (1), a purchaser of
an instrument has priority over a security interest in the instrument
perfected by a method other than possession if the purchaser gives value
and takes possession of the instrument in good faith and without
knowledge that the purchase violates the rights of the secured party.
(5) For purposes of subsections (1) and (2) of this section, the
holder of a purchase-money security interest in inventory gives new value
for chattel paper constituting proceeds of the inventory.
(6) For purposes of subsections (2) and (4) of this section, if
chattel paper or an instrument indicates that it has been assigned to an
identified secured party other than the purchaser, a purchaser of the
chattel paper or instrument has knowledge that the purchase violates the
rights of the secured party. [2001 c.445 §50] Priority of rights of purchasers of instruments,
documents and securities under ORS chapters 73, 77 and 78; priority of
interests in financial assets and security entitlements under ORS chapter
78. (1) This chapter does not limit the rights of a holder in due course
of a negotiable instrument, a holder to which a negotiable document of
title has been duly negotiated or a protected purchaser of a security.
These holders or purchasers take priority over an earlier security
interest, even if perfected, to the extent provided in ORS chapters 73,
77 and 78.
(2) This chapter does not limit the rights of or impose liability
on a person to the extent that the person is protected against the
assertion of a claim under ORS chapter 78.
(3) Filing under this chapter does not constitute notice of a claim
or defense to the holders, or purchasers, or persons described in
subsections (1) and (2) of this section. [2001 c.445 §51] Transfer of money; transfer of funds from
deposit account. (1) A transferee of money takes the money free of a
security interest unless the transferee acts in collusion with the debtor
in violating the rights of the secured party.
(2) A transferee of funds from a deposit account takes the funds
free of a security interest in the deposit account unless the transferee
acts in collusion with the debtor in violating the rights of the secured
party. [2001 c.445 §52] Priority of certain liens arising by operation
of law. (1) As used in this section, “possessory lien” means an interest,
other than a security interest or an agricultural lien:
(a) Which secures payment or performance of an obligation for
services or materials furnished with respect to goods by a person in the
ordinary course of the person’s business;
(b) Which is created by statute or rule of law in favor of the
person; and
(c) Whose effectiveness depends on the person’s possession of the
goods.
(2) A possessory lien on goods has priority over a security
interest in the goods unless the lien is created by a statute that
expressly provides otherwise. [2001 c.445 §53] Priority of security interests in fixtures and
crops. (1) A security interest under this chapter may be created in goods
that are fixtures or may continue in goods that become fixtures. A
security interest does not exist under this chapter in ordinary building
materials incorporated into an improvement on land.
(2) This chapter does not prevent creation of an encumbrance upon
fixtures under real property law.
(3) In cases not governed by subsections (4) to (8) of this
section, a security interest in fixtures is subordinate to a conflicting
interest of an encumbrancer or owner of the related real property other
than the debtor.
(4) Except as otherwise provided in subsection (8) of this section,
a perfected security interest in fixtures has priority over a conflicting
interest of an encumbrancer or owner of the real property if the debtor
has an interest of record in or is in possession of the real property and:
(a) The security interest is a purchase-money security interest;
(b) The interest of the encumbrancer or owner arises before the
goods become fixtures; and
(c) The security interest is perfected by a fixture filing before
the goods become fixtures or within 20 days thereafter.
(5) A perfected security interest in fixtures has priority over a
conflicting interest of an encumbrancer or owner of the real property if:
(a) The debtor has an interest of record in the real property or is
in possession of the real property and the security interest:
(A) Is perfected by a fixture filing before the interest of the
encumbrancer or owner is of record; and
(B) Has priority over any conflicting interest of a predecessor in
title of the encumbrancer or owner;
(b) Before the goods become fixtures, the security interest is
perfected by any method permitted by this chapter and the fixtures are
readily removable:
(A) Factory or office machines;
(B) Equipment that is not primarily used or leased for use in the
operation of the real property; or
(C) Replacements of domestic appliances that are consumer goods;
(c) The conflicting interest is a lien on the real property
obtained by legal or equitable proceedings after the security interest
was perfected by any method permitted by this chapter; or
(d) The security interest is:
(A) Created in a manufactured structure in a manufactured-structure
transaction; and
(B) Perfected pursuant to ORS 446.611 or by recording in a county
deed record as provided in ORS 446.626.
(6) A security interest in fixtures, whether or not perfected, has
priority over a conflicting interest of an encumbrancer or owner of the
real property if:
(a) The encumbrancer or owner has, in an authenticated record,
consented to the security interest or disclaimed an interest in the goods
as fixtures; or
(b) The debtor has a right to remove the goods as against the
encumbrancer or owner.
(7) The priority of the security interest under subsection (6)(b)
of this section continues for a reasonable time if the debtor’s right to
remove the goods as against the encumbrancer or owner terminates.
(8) A mortgage is a construction mortgage to the extent that it
secures an obligation incurred for the construction of an improvement on
land, including the acquisition cost of the land, if a recorded record of
the mortgage so indicates. Except as otherwise provided in subsections
(5) and (6) of this section, a security interest in fixtures is
subordinate to a construction mortgage if a record of the mortgage is
recorded before the goods become fixtures and the goods become fixtures
before the completion of the construction. A mortgage has this priority
to the same extent as a construction mortgage to the extent that it is
given to refinance a construction mortgage.
(9) A perfected security interest in crops growing on real property
has priority over a conflicting interest of an encumbrancer or owner of
the real property if the debtor has an interest of record in or is in
possession of the real property. [2001 c.445 §54; 2003 c.655 §53]Accessions. (1) A security interest may be
created in an accession and continues in collateral that becomes an
accession.
(2) If a security interest is perfected when the collateral becomes
an accession, the security interest remains perfected in the collateral.
(3) Except as otherwise provided in subsections (4) and (7) of this
section, the other provisions of ORS 79.0301 to 79.0342 determine the
priority of a security interest in an accession.
(4) Except as otherwise provided in subsection (7) of this section,
a security interest in an accession is subordinate to a security interest
in the whole which is perfected by compliance with the requirements of a
certificate-of-title statute under ORS 79.0311 (2) or with ORS 446.611 or
446.626.
(5) After default, subject to ORS 79.0601 to 79.0628, a secured
party may remove an accession from other goods if the security interest
in the accession has priority over the claims of every person having an
interest in the whole.
(6) A secured party that removes an accession from other goods
under subsection (5) of this section shall promptly reimburse any holder
of a security interest or other lien on, or owner of, the whole or of the
other goods, other than the debtor, for the cost of repair of any
physical injury to the whole or the other goods. The secured party need
not reimburse the holder or owner for any diminution in value of the
whole or the other goods caused by the absence of the accession removed
or by any necessity for replacing it. A person entitled to reimbursement
may refuse permission to remove until the secured party gives adequate
assurance for the performance of the obligation to reimburse.
(7) A security interest in an accession has priority over a
security interest in the whole which is perfected by compliance with the
requirements of a certificate-of-title statute under ORS 79.0311 (2) or
with ORS 446.611 or 446.626 if the security interest in the accession is
a purchase money security interest that is perfected when the debtor
receives possession of the accession or within 20 days thereafter. [2001
c.445 §55; 2003 c.655 §54]Commingled goods. (1) As used in this section,
“commingled goods” means goods that are physically united with other
goods in such a manner that their identity is lost in a product or mass.
(2) A security interest does not exist in commingled goods as such.
However, a security interest may attach to a product or mass that results
when goods become commingled goods.
(3) If collateral becomes commingled goods, a security interest
attaches to the product or mass.
(4) If a security interest in collateral is perfected before the
collateral becomes commingled goods, the security interest that attaches
to the product or mass under subsection (3) of this section is perfected.
(5) Except as otherwise provided in subsection (6) of this section,
the other provisions of ORS 79.0301 to 79.0342 determine the priority of
a security interest that attaches to the product or mass under subsection
(3) of this section.
(6) If more than one security interest attaches to the product or
mass under subsection (3) of this section, the following rules determine
priority:
(a) A security interest that is perfected under subsection (4) of
this section has priority over a security interest that is unperfected at
the time the collateral becomes commingled goods.
(b) If more than one security interest is perfected under
subsection (4) of this section, the security interests rank equally in
proportion to the value of the collateral at the time it became
commingled goods. [2001 c.445 §56] Priority of security interests in goods covered
by certificate of title. If, while a security interest in goods is
perfected by any method under the law of another jurisdiction, this state
issues a certificate of title or manufactured structure ownership
document or records a manufactured structure in a county deed record and
the certificate, document or record does not show that the goods are
subject to the security interest or contain a statement that they may be
subject to security interests not shown on the certificate, document or
record:
(1) A buyer of the goods, other than a person in the business of
selling goods of that kind, takes free of the security interest if the
buyer gives value and receives delivery of the goods after issuance of
the certificate of title or manufactured structure ownership document or
recording in the deed record and without knowledge of the security
interest; and
(2) The security interest is subordinate to a conflicting security
interest in the goods that attaches, and is perfected under ORS 79.0311
(2), 446.611 or 446.626, after issuance of the certificate of title or
manufactured structure ownership document or recording in the deed record
and without the conflicting secured party’s knowledge of the security
interest. [2001 c.445 §57; 2003 c.655 §55] Priority of security interest or agricultural
lien perfected by filed financing statement providing certain incorrect
information. Except for information on the jurisdiction of organization
for an organization that is not a registered organization, if a security
interest or agricultural lien is perfected by a filed financing statement
providing information described in ORS 79.0516 (2)(e) which is incorrect
at the time the financing statement is filed:
(1) The security interest or agricultural lien is subordinate to a
conflicting perfected security interest in the collateral to the extent
that the holder of the conflicting security interest gives value in
reasonable reliance upon the incorrect information; and
(2) A purchaser, other than a secured party, of the collateral
takes free of the security interest or agricultural lien to the extent
that, in reasonable reliance upon the incorrect information, the
purchaser gives value and, in the case of chattel paper, documents,
goods, instruments or a security certificate, receives delivery of the
collateral. [2001 c.445 §58]Priority subject to subordination. This chapter
does not preclude subordination by agreement by a person entitled to
priority. [2001 c.445 §59](Rights of Bank) Effectiveness of right of recoupment or setoff
against deposit account. (1) Except as otherwise provided in subsection
(3) of this section, a bank with which a deposit account is maintained
may exercise any right of recoupment or setoff against a secured party
that holds a security interest in the deposit account.
(2) Except as otherwise provided in subsection (3) of this section,
the application of this chapter to a security interest in a deposit
account does not affect a right of recoupment or setoff of the secured
party as to a deposit account maintained with the secured party.
(3) The exercise by a bank of a setoff against a deposit account is
ineffective against a secured party that holds a security interest in the
deposit account which is perfected by control under ORS 79.0104 (1)(c),
if the setoff is based on a claim against the debtor. [2001 c.445 §60] Bank’s rights and duties with respect to deposit
account. Except as otherwise provided in ORS 79.0340 (3), and unless the
bank otherwise agrees in an authenticated record, a bank’s rights and
duties with respect to a deposit account maintained with the bank are not
terminated, suspended, or modified by:
(1) The creation, attachment or perfection of a security interest
in the deposit account;
(2) The bank’s knowledge of the security interest; or
(3) The bank’s receipt of instructions from the secured party.
[2001 c.445 §61] Bank’s right to refuse to enter into or disclose
existence of control agreement. This chapter does not require a bank to
enter into an agreement of the kind described in ORS 79.0104 (1)(b), even
if its customer so requests or directs. A bank that has entered into such
an agreement is not required to confirm the existence of the agreement to
another person unless requested to do so by its customer. [2001 c.445 §62]RIGHTS OF THIRD PARTIES Secured party not obligated on contract of
debtor or in tort. The existence of a security interest, agricultural
lien, or authority given to a debtor to dispose of or use collateral,
without more, does not subject a secured party to liability in contract
or tort for the debtor’s acts or omissions. [2001 c.445 §64] Agreement not to assert defenses against
assignee. (1) As used in this section, “value” has the meaning provided
in ORS 73.0303 (1).
(2) Except as otherwise provided in this section, an agreement
between an account debtor and an assignor not to assert against an
assignee any claim or defense that the account debtor may have against
the assignor is enforceable by an assignee that takes an assignment:
(a) For value;
(b) In good faith;
(c) Without notice of a claim of a property or possessory right to
the property assigned; and
(d) Without notice of a defense or claim in recoupment of the type
that may be asserted against a person entitled to enforce a negotiable
instrument under ORS 73.0305 (1).
(3) Subsection (2) of this section does not apply to defenses of a
type that may be asserted against a holder in due course of a negotiable
instrument under ORS 73.0305 (2).
(4) In a consumer transaction, if a record evidences the account
debtor’s obligation, law other than this chapter requires that the record
include a statement to the effect that the rights of an assignee are
subject to claims or defenses that the account debtor could assert
against the original obligee, and the record does not include such a
statement:
(a) The record has the same effect as if the record included such a
statement; and
(b) The account debtor may assert against an assignee those claims
and defenses that would have been available if the record included such a
statement.
(5) This section is subject to law other than this chapter which
establishes a different rule for an account debtor who is an individual
and who incurred the obligation primarily for personal, family, or
household purposes.
(6) Except as otherwise provided in subsection (4) of this section,
this section does not displace law other than this chapter which gives
effect to an agreement by an account debtor not to assert a claim or
defense against an assignee. [2001 c.445 §65] Rights acquired by assignee; claims and defenses
against assignee. (1) Unless an account debtor has made an enforceable
agreement not to assert defenses or claims and subject to subsections (2)
to (5) of this section, the rights of an assignee are subject to:
(a) All terms of the agreement between the account debtor and
assignor and any defense or claim in recoupment arising from the
transaction that gave rise to the contract; and
(b) Any other defense or claim of the account debtor against the
assignor which accrues before the account debtor receives a notification
of the assignment authenticated by the assignor or the assignee.
(2) Subject to subsection (3) of this section and except as
otherwise provided in subsection (4) of this section, the claim of an
account debtor against an assignor may be asserted against an assignee
under subsection (1) of this section only to reduce the amount the
account debtor owes.
(3) This section is subject to law other than this chapter which
establishes a different rule for an account debtor who is an individual
and who incurred the obligation primarily for personal, family or
household purposes.
(4) In a consumer transaction, if a record evidences the account
debtor’s obligation, law other than this chapter requires that the record
include a statement to the effect that the account debtor’s recovery
against an assignee with respect to claims and defenses against the
assignor may not exceed amounts paid by the account debtor under the
record, and the record does not include such a statement, the extent to
which a claim of an account debtor against the assignor may be asserted
against an assignee is determined as if the record included such a
statement.
(5) This section does not apply to an assignment of a
health-care-insurance receivable. [2001 c.445 §66]Modification of assigned contract. (1) A
modification of or substitution for an assigned contract is effective
against an assignee if made in good faith. The assignee acquires
corresponding rights under the modified or substituted contract. The
assignment may provide that the modification or substitution is a breach
of contract by the assignor. This subsection is subject to subsections
(2) to (4) of this section.
(2) Subsection (1) of this section applies to the extent that:
(a) The right to payment or a part thereof under an assigned
contract has not been fully earned by performance; or
(b) The right to payment or a part thereof has been fully earned by
performance and the account debtor has not received notification of the
assignment under ORS 79.0406 (1).
(3) This section is subject to law other than this chapter which
establishes a different rule for an account debtor who is an individual
and who incurred the obligation primarily for personal, family or
household purposes.
(4) This section does not apply to an assignment of a
health-care-insurance receivable. [2001 c.445 §67] Discharge of account debtor; notification of
assignment; identification and proof of assignment; restrictions on
assignment of accounts, chattel paper, payment intangibles and promissory
notes ineffective. (1) Subject to subsections (2) to (9) of this section,
an account debtor on an account, chattel paper or a 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.
(2) Subject to subsection (8) of this section, notification is
ineffective under subsection (1) of this section:
(a) If it does not reasonably identify the rights assigned;
(b) 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
(c) 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.
(3) Subject to subsection (8) 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 subsection (1) of
this section.
(4) Except as otherwise provided in subsection (5) of this section
and ORS 72A.3030 and 79.0407, and subject to subsection (8) 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:
(a) 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
(b) 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.
(5) Subsection (4) of this section does not apply to the sale of a
payment intangible or promissory note.
(6) Except as otherwise provided in ORS 72A.3030 and 79.0407 and
subject to subsections (8) and (9) 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 ineffective to the extent that the rule of
law, statute or regulation:
(a) 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
(b) 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.
(7) Subject to subsection (8) of this section, an account debtor
may not waive or vary its option under subsection (2)(c) of this section.
(8) This section is subject to law other than this chapter which
establishes a different rule for an account debtor who is an individual
and who incurred the obligation primarily for personal, family or
household purposes.
(9)(a) This section does not apply to the assignment of a
health-care-insurance receivable.
(b) Subsections (4) and (6) of this section do not apply to the
assignment or transfer of, or the creation of a security interest in, a
claim or right to receive compensation for injuries or sickness as
described in 26 U.S.C. 104(a)(2), provided that such transaction
constitutes a sale of such claim or right. The limitation in this
paragraph is intended to leave to the court the determination of the
proper rules in such cases. The court may not infer from that limitation
the nature of the proper rule in such cases and may continue to apply
established approaches.
(c) Subsections (4) and (6) of this section do not apply to the
following:
(A) The assignment or transfer of, or the creation of a security
interest in, a claim or right to receive compensation for injuries or
sickness as described in 26 U.S.C. 104(a)(1);
(B) The assignment or transfer of, or the creation of a security
interest in, a claim or right to receive benefits under a special needs
trust as described in 42 U.S.C. 1396p(d)(4); or
(C) The assignment or transfer of, or the creation, attachment,
perfection or enforcement of a security interest in, the benefits,
rights, privileges or options accruing under an annuity policy, to the
extent that the annuity policy provides for such a restriction and the
restriction is permitted under ORS 743.049.
(d) Subsection (6) of this section does not apply to the assignment
or transfer of, or the creation, attachment, perfection or enforcement of
a security interest in, a right when the transfer of the right is
prohibited or restricted by ORS 147.325, 461.250 (8) or 656.234, to the
extent that ORS 147.325, 461.250 (8) or 656.234 is inconsistent with
subsection (6) of this section.
(10) Except to the extent otherwise provided in subsection (9) of
this section, this section prevails over any inconsistent provision of an
existing or future statute unless the provision refers expressly to this
section and states that the provision prevails over this section. [2001
c.445 §68; 2003 c.58 §4] Restrictions on creation or enforcement of
security interest in leasehold interest or in lessor’s residual interest.
(1) Except as otherwise provided in subsection (2) of this section, a
term in a lease agreement is ineffective to the extent that it:
(a) Prohibits, restricts or requires the consent of a party to the
lease to the assignment or transfer of, or the creation, attachment,
perfection or enforcement of a security interest in, an interest of a
party under the lease contract or in the lessor’s residual interest in
the goods; or
(b) 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 lease.
(2) Except as otherwise provided in ORS 72A.3030 (7), a term
described in subsection (1)(b) of this section is effective to the extent
that there is:
(a) A transfer by the lessee of the lessee’s right of possession or
use of the goods in violation of the term; or
(b) A delegation of a material performance of either party to the
lease contract in violation of the term.
(3) The creation, attachment, perfection or enforcement of a
security interest in the lessor’s interest under the lease contract or
the lessor’s residual interest in the goods is not a transfer that
materially impairs the lessee’s prospect of obtaining return performance
or materially changes the duty of or materially increases the burden or
risk imposed on the lessee within the purview of ORS 72A.3030 (4) unless,
and then only to the extent that, enforcement actually results in a
delegation of material performance of the lessor. [2001 c.445 §69] Restrictions on assignment of promissory notes,
health-care-insurance receivables, and certain general intangibles
ineffective. (1) Except as otherwise provided in subsection (2) of this
section, a term in a promissory note or in an agreement between an
account debtor and a debtor which 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 ineffective to the extent that the
term:
(a) Would impair the creation, attachment or perfection of a
security interest; or
(b) 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.
(2) Subsection (1) of this section 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.
(3) 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 ineffective to the extent that the rule of law, statute or
regulation:
(a) Would impair the creation, attachment or perfection of a
security interest; or
(b) 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.
(4) To the extent that a term in a promissory note or in an
agreement between an account debtor and a debtor which relates to a
health-care-insurance receivable or general intangible or a rule of law,
statute or regulation described in subsection (3) of this section would
be effective under law other than this chapter but is ineffective under
subsection (1) or (3) of this section, the creation, attachment or
perfection of a security interest in the promissory note,
health-care-insurance receivable or general intangible:
(a) Is not enforceable against the person obligated on the
promissory note or the account debtor;
(b) Does not impose a duty or obligation on the person obligated on
the promissory note or the account debtor;
(c) 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;
(d) 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;
(e) 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
(f) Does not entitle the secured party to enforce the security
interest in the promissory note, health-care-insurance receivable or
general intangible.
(5)(a) Subsections (1) and (3) of this section do not apply to the
assignment or transfer of, or the creation of a security interest in, a
claim or right to receive compensation for injuries or sickness as
described in 26 U.S.C. 104(a)(2), provided that such transaction
constitutes a sale of such claim or right. The limitation in this
paragraph is intended to leave to the court the determination of the
proper rules in such cases. The court may not infer from that limitation
the nature of the proper rule in such cases and may continue to apply
established approaches.
(b) Subsections (1) and (3) of this section do not apply to the
following:
(A) The assignment or transfer of, or the creation of a security
interest in, a claim or right to receive compensation for injuries or
sickness as described in 26 U.S.C. 104(a)(1);
(B) The assignment or transfer of, or the creation of a security
interest in, a claim or right to receive benefits under a special needs
trust as described in 42 U.S.C. 1396p(d)(4); or
(C) The assignment or transfer of, or the creation, attachment,
perfection or enforcement of a security interest in, the benefits,
rights, privileges or options accruing under an annuity policy, to the
extent that the annuity policy provides for such a restriction and the
restriction is permitted under ORS 743.049.
(c) Subsection (3) of this section does not apply to the assignment
or transfer of, or the creation, attachment, perfection or enforcement of
a security interest in, a right when the transfer of the right is
prohibited or restricted by ORS 147.325, 461.250 (8) or 656.234, to the
extent that ORS 147.325, 461.250 (8) or 656.234 is inconsistent with
subsection (3) of this section.
(6) Except to the extent otherwise provided in subsection (5) of
this section, this section prevails over any inconsistent provision of an
existing or future statute unless the provision refers expressly to this
section and states that the provision prevails over this section. [2001
c.445 §70; 2003 c.58 §5] Restrictions on assignment of letter-of-credit
rights ineffective. (1) A term in a letter of credit or a rule of law,
statute, regulation, custom or practice applicable to the letter of
credit which prohibits, restricts or requires the consent of an
applicant, issuer or nominated person to a beneficiary’s assignment of or
creation of a security interest in a letter-of-credit right is
ineffective to the extent that the term or rule of law, statute,
regulation, custom or practice:
(a) Would impair the creation, attachment or perfection of a
security interest in the letter-of-credit right; or
(b) Provides that the assignment 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 letter-of-credit right.
(2) To the extent that a term in a letter of credit is ineffective
under subsection (1) of this section but would be effective under law
other than this chapter or a custom or practice applicable to the letter
of credit, to the transfer of a right to draw or otherwise demand
performance under the letter of credit, or to the assignment of a right
to proceeds of the letter of credit, the creation, attachment or
perfection of a security interest in the letter-of-credit right:
(a) Is not enforceable against the applicant, issuer, nominated
person or transferee beneficiary;
(b) Imposes no duties or obligations on the applicant, issuer,
nominated person or transferee beneficiary; and
(c) Does not require the applicant, issuer, nominated person or
transferee beneficiary to recognize the security interest, pay or render
performance to the secured party, or accept payment or other performance
from the secured party. [2001 c.445 §71]FILING(Filing Office; Contents and Effectiveness of Financing Statement)Filing office. (1) Except as otherwise provided
in subsection (2) of this section, if the local law of this state governs
perfection of a security interest or agricultural lien, the office in
which to file a financing statement to perfect the security interest or
agricultural lien is:
(a) The office designated for the filing or recording of a record
of a mortgage on the related real property, if:
(A) The collateral is as-extracted collateral or timber to be cut;
or
(B) The financing statement is filed as a fixture filing and the
collateral is goods that are or are to become fixtures; or
(b) The office of the Secretary of State, in all other cases,
including a case in which the collateral is goods that are or are to
become fixtures and the financing statement is not filed as a fixture
filing.
(2) The office in which to file a financing statement to perfect a
security interest in collateral, including fixtures, of a transmitting
utility is the office of the Secretary of State. The financing statement
also constitutes a fixture filing as to the collateral indicated in the
financing statement which is or is to become fixtures. [2001 c.445 §72] Contents of financing statement; record of
mortgage as financing statement; time of filing financing statement. (1)
Subject to subsection (2) of this section, a financing statement is
sufficient only if it:
(a) Provides the name of the debtor;
(b) Provides the name of the secured party or a representative of
the secured party; and
(c) Indicates the collateral covered by the financing statement.
(2) Except as otherwise provided in ORS 79.0501 (2), to be
sufficient, a financing statement that covers as-extracted collateral or
timber to be cut, or which is filed as a fixture filing and covers goods
that are or are to become fixtures, must satisfy subsection (1) of this
section and also:
(a) Indicate that it covers this type of collateral;
(b) Indicate that it is to be filed for record in the real property
records;
(c) Provide a description of the real property to which the
collateral is related sufficient to give constructive notice of a
mortgage under the law of this state if the description were contained in
a record of the mortgage of the real property; and
(d) If the debtor does not have an interest of record in the real
property, provide the name of a record owner.
(3) 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:
(a) The record indicates the goods or accounts that it covers;
(b) 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;
(c) The record satisfies the requirements for a financing statement
in this section other than an indication that it is to be filed in the
real property records; and
(d) The record is duly recorded.
(4) A financing statement may be filed before a security agreement
is made or a security interest otherwise attaches. [2001 c.445 §73]Name of debtor and secured party. (1) A
financing statement sufficiently provides the name of the debtor:
(a) If the debtor is a registered organization, only if the
financing statement provides the name of the debtor indicated on the
public record of the debtor’s jurisdiction of organization which shows
the debtor to have been organized;
(b) If the debtor is a decedent’s estate, only if the financing
statement provides the name of the decedent and indicates that the debtor
is an estate;
(c) If the debtor is a trust or a trustee acting with respect to
property held in trust, only if the financing statement:
(A) Provides the name specified for the trust in its organic
documents or, if no name is specified, provides the name of the settlor
and additional information sufficient to distinguish the debtor from
other trusts having one or more of the same settlors; 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 held in trust;
and
(d) In other cases:
(A) If the debtor has a name, only if it 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.
(2) A financing statement that provides the name of the debtor in
accordance with subsection (1) of this section is not rendered
ineffective by the absence of:
(a) A trade name or other name of the debtor; or
(b) Unless required under subsection (1)(d)(B) of this section,
names of partners, members, associates or other persons comprising the
debtor.
(3) A financing statement that provides only the debtor’s trade
name does not sufficiently provide the name of the debtor.
(4) 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.
(5) A financing statement may provide the name of more than one
debtor and the name of more than one secured party. [2001 c.445 §74]Indication of collateral. A financing statement
sufficiently indicates the collateral that it covers if the financing
statement provides:
(1) A description of the collateral pursuant to ORS 79.0108; or
(2) An indication that the financing statement covers all assets or
all personal property. [2001 c.445 §75] Filing and compliance with other statutes and
treaties for consignments, leases, other bailments and other
transactions. (1) A consignor, lessor or other bailor of goods, a
licensor or a buyer of a payment intangible or promissory note may file a
financing statement, or may comply with a statute or treaty described in
ORS 79.0311 (1), using the terms “consignor,” “consignee,” “lessor,”
“lessee,” “bailor,” “bailee,” “licensor,” “licensee,” “owner,”
“registered owner,” “buyer,” “seller” or words of similar import, instead
of the terms “secured party” and “debtor.”
(2) ORS 79.0501 to 79.0528 apply to the filing of a financing
statement under subsection (1) of this section and, as appropriate, to
compliance that is equivalent to filing a financing statement under ORS
79.0311 (2), but the filing or compliance is not of itself a factor in
determining whether the collateral secures an obligation. If it is
determined for another reason that the collateral secures an obligation,
a security interest held by the consignor, lessor, bailor, licensor,
owner or buyer which attaches to the collateral is perfected by the
filing or compliance. [2001 c.445 §76]Effect of errors or omissions. (1) A financing
statement substantially satisfying the requirements of ORS 79.0501 to
79.0528 is effective, even if it has minor errors or omissions, unless
the errors or omissions make the financing statement seriously misleading.
(2) Except as otherwise provided in subsection (3) of this section,
a financing statement that fails sufficiently to provide the name of the
debtor in accordance with ORS 79.0503 (1) is seriously misleading.
(3) Except as otherwise provided in subsection (4) of this section,
if a search of the records of the filing office under the debtor’s
correct name, using the filing office’s standard search logic, if any,
would disclose a financing statement that fails sufficiently to provide
the name of the debtor in accordance with ORS 79.0503 (1), the name
provided does not make the financing statement seriously misleading.
(4) If the filing office’s standard search logic so changes that a
search of the records of the filing office under the debtor’s correct
name, using the changed search logic, would not disclose a financing
statement previously deemed not to be seriously misleading by reason of
subsection (3) of this section, the financing statement is effective
except against a purchaser of the collateral which gives value in
reasonable reliance upon a search using the changed search logic.
(5) For purposes of ORS 79.0508 (2), the “debtor’s correct name” in
subsections (3) and (5) of this section means the correct name of the new
debtor. [2001 c.445 §77] Effect of certain events on effectiveness of
financing statement. (1) 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.
(2) Except as otherwise provided in subsection (3) of this section
and ORS 79.0506 (4) and 79.0508, 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
ORS 79.0506.
(3) If a debtor so changes its name that a filed financing
statement becomes seriously misleading under ORS 79.0506:
(a) The financing statement is effective to perfect a security
interest in collateral acquired by the debtor before, or within four
months after, the change; and
(b) The financing statement is not effective to perfect a security
interest in collateral acquired by the debtor more than four months after
the change, unless an amendment to the financing statement which renders
the financing statement not seriously misleading is filed within four
months after the change. [2001 c.445 §78] Effectiveness of financing statement if new
debtor becomes bound by security agreement. (1) Except as otherwise
provided in this section, a filed financing statement naming an original
debtor is effective to perfect a security interest in collateral in which
a new debtor has or acquires rights to the extent that the financing
statement would have been effective had the original debtor acquired
rights in the collateral.
(2) If the difference between the name of the original debtor and
that of the new debtor causes a filed financing statement that is
effective under subsection (1) of this section to be seriously misleading
under ORS 79.0506:
(a) 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 ORS 79.0203 (4); and
(b) The financing statement is not effective to perfect a security
interest in collateral acquired by the new debtor more than four months
after the new debtor becomes bound under ORS 79.0203 (4) unless an
initial financing statement providing the name of the new debtor is filed
before the expiration of that time.
(3) This section does not apply to collateral as to which a filed
financing statement remains effective against the new debtor under ORS
79.0507 (1). [2001 c.445 §79]Persons entitled to file a record. (1) A person
may file an initial financing statement, amendment that adds collateral
covered by a financing statement, or amendment that adds a debtor to a
financing statement only if:
(a) The debtor authorizes the filing in an authenticated record or
pursuant to subsection (2) or (3) of this section; or
(b) The person holds an agricultural lien that has become effective
at the time of filing and the financing statement covers only collateral
in which the person holds an agricultural lien.
(2) By authenticating or becoming bound as debtor by a security
agreement, a debtor or new debtor authorizes the filing of an initial
financing statement, and an amendment, covering:
(a) The collateral described in the security agreement; and
(b) Property that becomes collateral under ORS 79.0315 (1)(b),
whether or not the security agreement expressly covers proceeds.
(3) By acquiring collateral in which a security interest or
agricultural lien continues under ORS 79.0315 (1)(a), a debtor authorizes
the filing of an initial financing statement, and an amendment, covering
the collateral and property that becomes collateral under ORS 79.0315
(1)(b).
(4) A person may file an amendment other than an amendment that
adds collateral covered by a financing statement or an amendment that
adds a debtor to a financing statement only if:
(a) The secured party of record authorizes the filing; or
(b) The amendment is a termination statement for a financing
statement as to which the secured party of record has failed to file or
send a termination statement as required by ORS 79.0513 (1) or (3), the
debtor authorizes the filing, and the termination statement indicates
that the debtor authorized it to be filed.
(5) If there is more than one secured party of record for a
financing statement, each secured party of record may authorize the
filing of an amendment under subsection (4) of this section. [2001 c.445
§80]Effectiveness of filed record. (1) A filed
record is effective only to the extent that it was filed by a person that
may file it under ORS 79.0509.
(2) A record authorized by one secured party of record does not
affect the financing statement with respect to another secured party of
record.
(3) A continuation statement that is not filed within the six-month
period prescribed by ORS 79.0515 (4) is ineffective. [2001 c.445 §81]Secured party of record. (1) A secured party of
record with respect to a financing statement is a person whose name is
provided as the name of the secured party or a representative of the
secured party in an initial financing statement that has been filed. If
an initial financing statement is filed under ORS 79.0514 (1), the
assignee named in the initial financing statement is the secured party of
record with respect to the financing statement.
(2) If an amendment of a financing statement which provides the
name of a person as a secured party or a representative of a secured
party is filed, the person named in the amendment is a secured party of
record. If an amendment is filed under ORS 79.0514 (2), the assignee
named in the amendment is a secured party of record.
(3) A person remains a secured party of record until the filing of
an amendment of the financing statement which deletes the person. [2001
c.445 §82]Amendment of financing statement. (1) Subject to
ORS 79.0509, a person may add or delete collateral covered by, continue
or terminate the effectiveness of, or, subject to subsection (5) of this
section, otherwise amend the information provided in, a financing
statement by filing an amendment that:
(a) Identifies, by its file number, the initial financing statement
to which the amendment relates; and
(b) If the amendment relates to an initial financing statement
filed or recorded in a filing office described in ORS 79.0501 (1)(a),
provides the information specified in ORS 79.0502 (2).
(2) Except as otherwise provided in ORS 79.0515, the filing of an
amendment does not extend the period of effectiveness of the financing
statement.
(3) A financing statement that is amended by an amendment that adds
collateral is effective as to the added collateral only from the date of
the filing of the amendment.
(4) A financing statement that is amended by an amendment that adds
a debtor is effective as to the added debtor only from the date of the
filing of the amendment.
(5) An amendment is ineffective to the extent it:
(a) Purports to delete all debtors and fails to provide the name of
a debtor to be covered by the financing statement; or
(b) Purports to delete all secured parties of record and fails to
provide the name of a new secured party of record. [2001 c.445 §83; 2003
c.14 §27]Termination statement. (1) A secured party shall
cause the secured party of record for a financing statement to file a
termination statement for the financing statement if the financing
statement covers consumer goods and:
(a) There is no obligation secured by the collateral covered by the
financing statement and no commitment to make an advance, incur an
obligation, or otherwise give value; or
(b) The debtor did not authorize the filing of the initial
financing statement.
(2) To comply with subsection (1) of this section, a secured party
shall cause the secured party of record to file the termination statement:
(a) Within one month after there is no obligation secured by the
collateral covered by the financing statement and no commitment to make
an advance, incur an obligation or otherwise give value; or
(b) If earlier, within 20 days after the secured party receives an
authenticated demand from a debtor.
(3) In cases not governed by subsection (1) of this section, within
20 days after a secured party receives an authenticated demand from a
debtor, the secured party shall cause the secured party of record for a
financing statement to send to the debtor a termination statement for the
financing statement or file the termination statement in the filing
office if:
(a) Except in the case of a financing statement covering accounts
or chattel paper that has been sold or goods that are the subject of a
consignment, there is no obligation secured by the collateral covered by
the financing statement and no commitment to make an advance, incur an
obligation, or otherwise give value;
(b) The financing statement covers accounts or chattel paper that
has been sold but as to which the account debtor or other person
obligated has discharged its obligation;
(c) The financing statement covers goods that were the subject of a
consignment to the debtor but are not in the debtor’s possession; or
(d) The debtor did not authorize the filing of the initial
financing statement.
(4) Except as otherwise provided in ORS 79.0510, upon the filing of
a termination statement with the filing office, the financing statement
to which the termination statement relates ceases to be effective. Except
as otherwise provided in ORS 79.0510, for purposes of ORS 79.0519 (7),
79.0522 (1) and 79.0523 (3), the filing with the filing office of a
termination statement relating to a financing statement that indicates
that the debtor is a transmitting utility also causes the effectiveness
of the financing statement to lapse. [2001 c.445 §84]Assignment of powers of secured party of record.
(1) Except as otherwise provided in subsection (3) of this section, an
initial financing statement may reflect an assignment of all of the
secured party’s power to authorize an amendment to the financing
statement by providing the name and mailing address of the assignee as
the name and address of the secured party.
(2) Except as otherwise provided in subsection (3) of this section,
a secured party of record may assign of record all or part of its power
to authorize an amendment to a financing statement by filing in the
filing office an amendment of the financing statement which:
(a) Identifies, by its file number, the initial financing statement
to which it relates;
(b) Provides the name of the assignor; and
(c) Provides the name and mailing address of the assignee.
(3) An assignment of record of a security interest in a fixture
covered by a record of a mortgage which is effective as a financing
statement filed as a fixture filing under ORS 79.0502 (3) may be made
only by an assignment of record of the mortgage in the manner provided by
law of this state other than the Uniform Commercial Code. [2001 c.445 §85] Duration and effectiveness of financing
statement; effect of lapsed financing statement; renewal notice. (1)
Except as otherwise provided in subsections (2), (5), (6) and (7) of this
section, a filed financing statement is effective for a period of five
years after the date of filing.
(2) Except as otherwise provided in subsections (5), (6) and (7) of
this section, an initial financing statement filed in connection with a
public-finance transaction is effective for a period of 30 years after
the date of filing if it indicates that it is filed in connection with a
public-finance transaction.
(3) 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 subsection (4) 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.
(4) A continuation statement may be filed only within six months
before the expiration of the five-year period specified in subsection (1)
of this section or the 30-year period specified in subsection (2) of this
section, whichever is applicable.
(5) Except as otherwise provided in ORS 79.0510, 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 subsection
(3) of this section, unless, before the lapse, another continuation
statement is filed pursuant to subsection (4) of this section. Succeeding
continuation statements may be filed in the same manner to continue the
effectiveness of the initial financing statement.
(6) If a debtor is a transmitting utility and a filed financing
statement so indicates, the financing statement is effective until a
termination statement is filed.
(7) A record of a mortgage that is effective as a financing
statement filed as a fixture filing under ORS 79.0502 (3) 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.
(8) Not less than three months or more than six months before the
expiration of any financing statement, effective financing statement as
defined in ORS 80.100 or continuation thereof, the Secretary of State
shall mail a renewal notice to the secured party or assignee of record,
if any, at the address indicated on the financing statement, effective
financing statement, assignment thereof or amendment thereto. The renewal
notice shall include:
(a) The file number and expiration date of the financing statement
or effective financing statement;
(b) The name of the debtor; and
(c) A statement that the financing statement or effective financing
statement may be continued by filing a continuation statement or initial
financing statement under section 191 or 192, chapter 445, Oregon Laws
2001. [2001 c.445 §§86,86a; 2003 c.655 §56] What constitutes filing; effectiveness of
filing. (1) Except as otherwise provided in subsection (2) of this
section, communication of a record to and receipt by a filing office and
tender of the filing fee or acceptance of the record by the filing office
constitutes filing.
(2) Filing does not occur with respect to a record that a filing
office refuses to accept because:
(a) The record is not communicated by a method or medium of
communication authorized by the filing office;
(b) An amount equal to or greater than the applicable filing fee is
not tendered;
(c) 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 statement, the record:
(i) Does not identify the initial financing statement as required
by ORS 79.0512 or 79.0518, as applicable; or
(ii) Identifies an initial financing statement whose effectiveness
has lapsed under ORS 79.0515, and the filing office is that described in
ORS 79.0501 (1)(b);
(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 which was not
previously provided in the financing statement to which the record
relates, the record does not identify the debtor’s last name; or
(D) In the case of a record filed or recorded in the filing office
described in ORS 79.0501 (1)(a), the record does not provide a sufficient
description of the real property to which it relates;
(d) 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;
(e) In the case of an initial financing statement or an amendment
that provides a name of a debtor which was not previously provided in the
financing statement to which the amendment relates, the record does not:
(A) Provide a mailing address for the debtor, unless the initial
financing statement or amendment is included in a mortgage and the filing
office is that described in ORS 79.0501 (1)(a);
(B) Indicate whether the debtor is an individual or an
organization, unless the initial financing statement or amendment is
included in a mortgage and the filing office is that described in ORS
79.0501 (1)(a); or
(C) If the filing office is that described in ORS 79.0501 (1)(b)
and the financing statement indicates that the debtor is an organization,
provide:
(i) A type of organization for the debtor;
(ii) A jurisdiction of organization for the debtor or, as an
alternative when the debtor is not a registered organization, an
indication that the debtor is not a registered organization; or
(iii) An organizational identification number for the debtor or
indicate that the debtor has none;
(f) In the case of an assignment reflected in an initial financing
statement under ORS 79.0514 (1) or an amendment filed under ORS 79.0514
(2), the record does not provide a name and mailing address for the
assignee;
(g) In the case of a continuation statement, the record is not
filed within the six-month period prescribed by ORS 79.0515 (4) and the
filing office is that described in ORS 79.0501 (1)(b); or
(h) In the case of a record presented for filing at the filing
office described in ORS 79.0501 (1)(b), the record on its face reveals,
based on factors such as whether the debtor and the secured party are the
same person or whether the collateral described is within the scope of
this chapter, that the record is being filed for a purpose other than a
transaction that is within the scope of this chapter.
(3) For purposes of subsection (2) of this section:
(a) A record does not provide information if the filing office is
unable to read or decipher the information; and
(b) A record that does not indicate that it is an amendment or
identify an initial financing statement to which it relates, as required
by ORS 79.0512, 79.0514 or 79.0518, is an initial financing statement.
(4) A record that is communicated to and received by the filing
office with tender of the filing fee under subsection (1) of this
section, but which the filing office refuses to accept for a reason other
than one set forth in subsection (2) of this section, is effective as a
filed record except as against a purchaser of the collateral which gives
value in reasonable reliance upon the absence of the record from the
files. [2001 c.445 §87; 2003 c.14 §28; 2003 c.267 §2]Effect of indexing errors. The failure of the
filing office to index a record correctly does not affect the
effectiveness of the filed record. [2001 c.445 §88] Claim concerning inaccurate or wrongfully filed
record. (1) A person may file in the filing office a correction 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.
(2) A correction statement must:
(a) Identify the record to which it relates by the file number
assigned to the initial financing statement to which the record relates;
(b) Indicate that it is a correction statement;
(c) 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; and
(d) Indicate the name of the debtor and the secured party.
(3) The filing of a correction statement does not affect the
effectiveness of an initial financing statement or other filed record.
[2001 c.445 §89](Duties and Operation of Filing Office) Numbering, maintaining and indexing records;
communicating information provided in records. (1) For each record filed
in a filing office, the filing office shall:
(a) Assign a unique number to the filed record;
(b) Create a record that bears the number assigned to the filed
record and the date and time of filing;
(c) Maintain the filed record for public inspection; and
(d) Index the filed record in accordance with subsections (3), (4)
and (5) of this section.
(2) Except as otherwise provided in subsection (9) of this section,
a file number assigned after January 1, 2004, must include a digit that:
(a) Is mathematically derived from or related to the other digits
of the file number; and
(b) Aids the filing office in determining whether a number
communicated as the file number includes a single-digit or
transpositional error.
(3) Except as otherwise provided in subsections (4) and (5) of this
section, the filing office shall:
(a) Index an initial financing statement according to the name of
the debtor and index all filed records relating to the initial financing
statement in a manner that associates with one another an initial
financing statement and all filed records relating to the initial
financing statement; and
(b) Index a record that provides a name of a debtor which was not
previously provided in the financing statement to which the record
relates also according to the name that was not previously provided.
(4) If a financing statement is filed as a fixture filing or covers
as-extracted collateral or timber to be cut, it must be filed for record
and the filing office shall index it:
(a) Under the names of the debtor and of each owner of record shown
on the financing statement as if they were the mortgagors under a
mortgage of the real property described; and
(b) To the extent that the law of this state provides for indexing
of records of mortgages under the name of the mortgagee, under the name
of the secured party as if the secured party were the mortgagee
thereunder, or, if indexing is by description, as if the financing
statement were a record of a mortgage of the real property described.
(5) If a financing statement is filed as a fixture filing or covers
as-extracted collateral or timber to be cut, the filing office shall
index an assignment filed under ORS 79.0514 (1) or an amendment filed
under ORS 79.0514 (2):
(a) Under the name of the assignor as grantor; and
(b) To the extent that the law of this state provides for indexing
a record of the assignment of a mortgage under the name of the assignee,
under the name of the assignee.
(6) The filing office shall maintain a capability:
(a) To retrieve a record by the name of the debtor and by the file
number assigned to the initial financing statement to which the record
relates; and
(b) To associate and retrieve with one another an initial financing
statement and each filed record relating to the initial financing
statement.
(7) The filing office may not remove a debtor’s name from the index
until one year after the effectiveness of a financing statement naming
the debtor lapses under ORS 79.0515 with respect to all secured parties
of record.
(8) Except as otherwise provided in subsection (9) of this section,
the filing office shall perform the acts required by subsections (1) to
(5) of this section at the time and in the manner prescribed by
filing-office rule, but not later than two business days after the filing
office receives the record in question or, if the record is delivered by
mail, not later than four business days after the filing office receives
the record.
(9) Subsections (2) and (8) of this section do not apply to a
filing office described in ORS 79.0501 (1)(a). [2001 c.445 §90; 2003 c.14
§29]Acceptance and refusal to accept record. (1) A
filing office shall refuse to accept a record for filing for a reason set
forth in ORS 79.0516 (2) and may refuse to accept a record for filing
only for a reason set forth in ORS 79.0516 (2).
(2)(a) If a filing office refuses to accept a record for filing, it
shall communicate to the person that presented the record the fact of and
reason for the refusal and the date and time the record would have been
filed had the filing office accepted it. The communication must be made
at the time and in the manner prescribed by filing-office rule but, in
the case of a filing office described in ORS 79.0501 (1)(b), in no event
more than two business days after the filing office receives the record
or, if the record is delivered by mail, four business days after the
filing office receives the record.
(b) In the case of a refusal to accept a record under ORS 79.0516
(2)(h), the filing office shall, within the period specified in paragraph
(a) of this subsection, index the communication regarding the refusal and
not the refused record. The communication must remain indexed for 20 days
after the date of the communication unless, within the 20-day period, the
secured party files a request for a hearing under subsection (5) of this
section. If the secured party files a timely request for a hearing, the
communication must remain indexed until the case is finally concluded.
(3) A filed financing statement satisfying ORS 79.0502 (1) and (2)
is effective, even if the filing office is required to refuse to accept
it for filing under subsection (1) of this section. However, ORS 79.0338
applies to a filed financing statement providing information described in
ORS 79.0516 (2)(e) which is incorrect at the time the financing statement
is filed.
(4) If a record communicated to a filing office provides
information that relates to more than one debtor, ORS 79.0501 to 79.0528
apply as to each debtor separately.
(5)(a) If the filing office described in ORS 79.0501 (1)(b) refuses
to accept a record for filing under ORS 79.0516 (2)(h), the secured party
may contest the refusal by filing with the Secretary of State, within 20
days after the date of the communication regarding the refusal, a written
request for a hearing before the Secretary of State. The request need not
be in any particular form, but the secured party shall specify the
grounds upon which the secured party considers the refusal unlawful and
shall attach the record to the request.
(b) The Secretary of State may not grant a hearing unless a secured
party files a request for a hearing within the period specified in
paragraph (a) of this subsection. If a secured party files a timely
request for a hearing, the Secretary of State shall hold a hearing in
accordance with the applicable provisions of ORS chapter 183.
(c) The Secretary of State may delegate to a hearing officer
appointed by the Secretary of State all or part of the authority to
conduct hearings under this subsection.
(d) If the Secretary of State or the hearing officer determines
that the record should not have been refused, the filing office shall
index the record as of the date the record was originally presented for
filing.
(e) Final orders issued in a proceeding under this subsection are
subject to review by the Court of Appeals as provided in ORS 183.480 and
183.482. [2001 c.445 §91; 2003 c.267 §3] Uniform form of written financing statement and
amendment. (1) A filing office that accepts written records may not
refuse to accept a written initial financing statement in the form and
format set forth in the final official text of the 1999 revisions to
Article 9 of the Uniform Commercial Code promulgated by The American Law
Institute and the National Conference of Commissioners on Uniform State
Laws, except for a reason set forth in ORS 79.0516 (2).
(2) A filing office that accepts written records may not refuse to
accept a written record in the form and format set forth in the final
official text of the 1999 revisions to Article 9 of the Uniform
Commercial Code promulgated by The American Law Institute and the
National Conference of Commissioners on Uniform State Laws, except for a
reason set forth in ORS 79.0516 (2). [2001 c.445 §92]Maintenance and destruction of records. (1) The
filing office shall maintain a record of the information provided in a
filed financing statement for at least one year after the effectiveness
of the financing statement has lapsed under ORS 79.0515 with respect to
all secured parties of record. The record must be retrievable by using
the name of the debtor and by using the file number assigned to the
initial financing statement to which the record relates.
(2) Except to the extent that a statute governing disposition of
public records provides otherwise, the filing office immediately may
destroy any written record evidencing a financing statement. However, if
the filing office destroys a written record, it shall maintain another
record of the financing statement which complies with subsection (1) of
this section. [2001 c.445 §93; 2003 c.14 §30] Information from filing office; sale or license
of records. (1) If a person that files a written record requests an
acknowledgment of the filing, the filing office shall send an image of
the record showing the number assigned to the record pursuant to ORS
79.0519 (1)(a) and the date and time of the filing of the record to the
person indicated on the financing statement or amendment as the person to
whom the acknowledgment should be sent or, if no person is so indicated,
to the secured party or the person filing the written record. However, if
the person furnishes a copy of the record to the filing office, the
filing office may instead:
(a) Note upon the copy the number assigned to the record pursuant
to ORS 79.0519 (1)(a) and the date and time of the filing of the record;
and
(b) Send the copy to the person indicated on the financing
statement or amendment as the person to whom the acknowledgment should be
sent or, if no person is so indicated, to the secured party or the person
filing the written record.
(2) If a person files a record other than a written record, the
filing office shall communicate an acknowledgment to the person indicated
on the financing statement or amendment as the person to whom the
acknowledgment should be sent or, if no person is so indicated, to the
secured party or the person filing the record. The acknowledgment shall
provide:
(a) The information in the record;
(b) The number assigned to the record pursuant to ORS 79.0519
(1)(a); and
(c) The date and time of the filing of the record.
(3) The filing office shall communicate or otherwise make available
in a record the following information to any person that requests it:
(a) Whether there is on file on a date and time specified by the
filing office, but not a date earlier than five business days before the
filing office receives the request, any financing statement that:
(A) Designates a particular debtor or, if the request so states,
designates a particular debtor at the address specified in the request;
(B) Has not lapsed under ORS 79.0515 with respect to all secured
parties of record; and
(C) If the request so states, has lapsed under ORS 79.0515 and a
record of which is maintained by the filing office under ORS 79.0522 (1);
(b) The date and time of filing of each financing statement;
(c) The information provided in each financing statement; and
(d) All notices of federal lien or certificates or notices
affecting a lien, if any, filed under ORS 87.806 to 87.831 for a
particular person whose name is identical to the particular debtor named
in the financing statement.
(4) In complying with its duty under subsection (3) of this
section, the filing office may communicate information in any medium.
However, if requested, the filing office shall communicate information by
issuing a record that can be admitted into evidence in the courts of this
state without extrinsic evidence of its authenticity.
(5) The filing office described in ORS 79.0501 (1)(b) shall perform
the acts required by subsections (1) to (4) of this section at the time
and in the manner prescribed by filing-office rule, but not later than
two business days after the filing office receives the request or, if the
request is delivered by mail, not later than four business days after the
filing office receives the request.
(6) At least every two weeks, the filing office described in ORS
79.0501 (1)(b) shall offer to sell or license to the public on a
nonexclusive basis, in bulk, copies of all records filed in it under ORS
79.0501 to 79.0528. The filing office shall offer the copies of any
record in the medium in which the filing office maintains the record. The
filing office may offer the copies in additional media. [2001 c.445 §94;
2003 c.14 §31]Delay by filing office. Delay by the filing
office beyond a time limit prescribed by ORS 79.0501 to 79.0528 is
excused if:
(1) The delay is caused by interruption of communication or
computer facilities, war, emergency conditions, failure of equipment or
other circumstances beyond control of the filing office; and
(2) The filing office exercises reasonable diligence under the
circumstances. [2001 c.445 §95]Fees; rules. (1) Except as otherwise provided in
subsection (4) of this section, the nonrefundable fee for filing and
indexing a record under ORS 79.0501 to 79.0528 is $10.
(2) The number of names required to be indexed does not affect the
amount of the fee in subsection (1) of this section.
(3) The nonrefundable fee for responding to a request for
information from the filing office, including for communicating whether
there is on file any financing statement naming a particular debtor, is:
(a) $10 for each distinct debtor name to be searched;
(b) In addition to the fee in paragraph (a) of this subsection, $5
for copies of Uniform Commercial Code documents relating to each distinct
debtor name to be searched; and
(c) $5 for each request by document number for copies of Uniform
Commercial Code documents.
(4) This section does not require a fee with respect to a record
filed or recorded in the filing office described in ORS 79.0501 (1)(a).
However, the recording and satisfaction fees that otherwise would be
applicable to the record apply.
(5) The Secretary of State shall adopt rules prescribing fees for
providing summaries and compilations that are not debtor specific and for
providing copies of records, as described in ORS 79.0523 (6), that are
not debtor specific. [2001 c.445 §96]Filing-office rules. (1) The Secretary of State
shall adopt and publish rules applicable to its filing procedures,
processes and operations to implement this chapter. The filing-office
rules must be:
(a) Consistent with this chapter; and
(b) Adopted and published in accordance with ORS chapter 183.
(2) To keep the filing-office rules and practices of the filing
office in harmony with the rules and practices of filing offices in other
jurisdictions that enact substantially ORS 79.0501 to 79.0528, and to
keep the technology used by the filing office compatible with the
technology used by filing offices in other jurisdictions that enact
substantially ORS 79.0501 to 79.0528, the Secretary of State, so far as
is consistent with the purposes, policies and provisions of this chapter,
in adopting, amending and repealing filing-office rules, shall:
(a) Consult with filing offices in other jurisdictions that enact
substantially ORS 79.0501 to 79.0528;
(b) Consult the most recent version of the Model Rules promulgated
by the International Association of Corporate Administrators or any
successor organization; and
(c) Take into consideration the rules and practices of, and the
technology used by, filing offices in other jurisdictions that enact
substantially ORS 79.0501 to 79.0528. [2001 c.445 §97]Duty to report. The Secretary of State shall
report to the Legislative Assembly on or before January 15 of each
odd-numbered year regarding the operation of the filing office. The
report must contain a statement of the extent to which the filing-office
rules are not in harmony with the most recent version of the Model Rules
promulgated by the International Association of Corporate Administrators,
or any successor organization, and the reasons for these variations.
[2001 c.445 §98] Except as provided in ORS
30.260 to 30.300, the Secretary of State and the secretary’s officers and
employees shall not be liable to debtors, secured parties or any other
person in administering this chapter or ORS 80.100 to 80.130. [Formerly
79.8010]DEFAULT(Default and Enforcement of Security Interest) Rights after default; judicial enforcement;
consignor or buyer of accounts, chattel paper, payment intangibles or
promissory notes. (1) After default, a secured party has the rights
provided in ORS 79.0601 to 79.0628 and, except as otherwise provided in
ORS 79.0602, those provided by agreement of the parties. A secured party:
(a) May reduce a claim to judgment, foreclose, or otherwise enforce
the claim, security interest or agricultural lien by any available
judicial procedure; and
(b) If the collateral is documents, may proceed either as to the
documents or as to the goods they cover.
(2) A secured party in possession of collateral or control of
collateral under ORS 79.0104, 79.0105, 79.0106 or 79.0107 has the rights
and duties provided in ORS 79.0207.
(3) The rights under subsections (1) and (2) of this section are
cumulative and may be exercised simultaneously.
(4) Except as otherwise provided in subsection (7) of this section
and ORS 79.0605, after default, a debtor and an obligor have the rights
provided in ORS 79.0601 to 79.0628 and by agreement of the parties.
(5) If a secured party has reduced its claim to judgment, the lien
of any levy that may be made upon the collateral by virtue of an
execution based upon the judgment relates back to the earliest of:
(a) The date of perfection of the security interest or agricultural
lien in the collateral;
(b) The date of filing a financing statement covering the
collateral; or
(c) Any date specified in a statute under which the agricultural
lien was created.
(6) A sale pursuant to an execution is a foreclosure of the
security interest or agricultural lien by judicial procedure within the
meaning of this section. A secured party may purchase at the sale and
thereafter hold the collateral free of any other requirements of this
chapter.
(7) Except as otherwise provided in ORS 79.0607 (3), ORS 79.0601 to
79.0628 impose no duties upon a secured party that is a consignor or is a
buyer of accounts, chattel paper, payment intangibles or promissory
notes. [2001 c.445 §99]Waiver and variance of rights and duties. Except
as otherwise provided in ORS 79.0624, to the extent that they give rights
to a debtor or obligor and impose duties on a secured party, the debtor
or obligor may not waive or vary the rules stated in the following listed
sections:
(1) ORS 79.0207 (2)(d)(C), which deals with use and operation of
the collateral by the secured party;
(2) ORS 79.0210, which deals with requests for an accounting and
requests concerning a list of collateral and statement of account;
(3) ORS 79.0607 (3), which deals with collection and enforcement of
collateral;
(4) ORS 79.0608 (1) and 79.0615 (3) to the extent that they deal
with application or payment of noncash proceeds of collection,
enforcement or disposition;
(5) ORS 79.0608 (1) and 79.0615 (4) to the extent that they require
accounting for or payment of surplus proceeds of collateral;
(6) ORS 79.0609 to the extent that it imposes upon a secured party
that takes possession of collateral without judicial process the duty to
do so without breach of the peace;
(7) ORS 79.0610 (2), 79.0611, 79.0613 and 79.0614, which deal with
disposition of collateral;
(8) ORS 79.0615 (6), which deals with calculation of a deficiency
or surplus when a disposition is made to the secured party, a person
related to the secured party or a secondary obligor;
(9) ORS 79.0616, which deals with explanation of the calculation of
a surplus or deficiency;
(10) ORS 79.0620, 79.0621 and 79.0622, which deal with acceptance
of collateral in satisfaction of obligation;
(11) ORS 79.0623, which deals with redemption of collateral;
(12) ORS 79.0624, which deals with permissible waivers; and
(13) ORS 79.0625 and 79.0626, which deal with the secured party’s
liability for failure to comply with this chapter. [2001 c.445 §100] Agreement on standards concerning rights and
duties. (1) The parties may determine by agreement the standards
measuring the fulfillment of the rights of a debtor or obligor and the
duties of a secured party under a rule stated in ORS 79.0602 if the
standards are not manifestly unreasonable.
(2) Subsection (1) of this section does not apply to the duty under
ORS 79.0609 to refrain from breaching the peace. [2001 c.445 §101] Procedure if security agreement covers real
property or fixtures. (1) If a security agreement covers both personal
and real property, a secured party may proceed:
(a) Under ORS 79.0601 to 79.0628 as to the personal property
without prejudicing any rights with respect to the real property; or
(b) As to both the personal property and the real property in
accordance with the rights with respect to the real property, in which
case the other provisions of ORS 79.0601 to 79.0628 do not apply.
(2) Subject to subsection (3) of this section, if a security
agreement covers goods that are or become fixtures, a secured party may
proceed:
(a) Under ORS 79.0601 to 79.0628; or
(b) In accordance with the rights with respect to real property, in
which case the other provisions of ORS 79.0601 to 79.0628 do not apply.
(3) Subject to the other provisions of ORS 79.0601 to 79.0628, if a
secured party holding a security interest in fixtures has priority over
all owners and encumbrancers of the real property, the secured party,
after default, may remove the collateral from the real property.
(4) A secured party that removes collateral shall promptly
reimburse any encumbrancer or owner of the real property, other than the
debtor, for the cost of repair of any physical injury caused by the
removal. The secured party need not reimburse the encumbrancer or owner
for any diminution in value of the real property caused by the absence of
the goods removed or by any necessity of replacing them. A person
entitled to reimbursement may refuse permission to remove until the
secured party gives adequate assurance for the performance of the
obligation to reimburse. [2001 c.445 §102]Unknown debtor or secondary obligor. A secured
party does not owe a duty based on its status as secured party:
(1) To a person that is a debtor or obligor, unless the secured
party knows:
(a) That the person is a debtor or obligor;
(b) The identity of the person; and
(c) How to communicate with the person; or
(2) To a secured party or lienholder that has filed a financing
statement against a person, unless the secured party knows:
(a) That the person is a debtor; and
(b) The identity of the person. [2001 c.445 §103]Time of default for agricultural lien. For
purposes of ORS 79.0601 to 79.0628, a default occurs in connection with
an agricultural lien at the time the secured party becomes entitled to
enforce the lien in accordance with the statute under which it was
created. [2001 c.445 §104] Application of proceeds of collection or
enforcement; liability for deficiency and right to surplus. (1) If a
security interest or agricultural lien secures payment or performance of
an obligation, the following rules apply:
(a) A secured party shall apply or pay over for application the
cash proceeds of collection or enforcement under ORS 79.0607 in the
following order to:
(A) The reasonable expenses of collection and enforcement and, to
the extent provided for by agreement and not prohibited by law,
reasonable attorney fees and legal expenses incurred by the secured party;
(B) The satisfaction of obligations secured by the security
interest or agricultural lien under which the collection or enforcement
is made; and
(C) The satisfaction of obligations secured by any subordinate
security interest in or other lien on the collateral subject to the
security interest or agricultural lien under which the collection or
enforcement is made if the secured party receives an authenticated demand
for proceeds before distribution of the proceeds is completed.
(b) If requested by a secured party, a holder of a subordinate
security interest or other lien shall furnish reasonable proof of the
interest or lien within a reasonable time. Unless the holder complies,
the secured party need not comply with the holder’s demand under
paragraph (a)(C) of this subsection.
(c) A secured party need not apply or pay over for application
noncash proceeds of collection and enforcement under ORS 79.0607 unless
the failure to do so would be commercially unreasonable. A secured party
that applies or pays over for application noncash proceeds shall do so in
a commercially reasonable manner.
(d) A secured party shall account to and pay a debtor for any
surplus, and the obligor is liable for any deficiency.
(2) If the underlying transaction is a sale of accounts, chattel
paper, payment intangibles or promissory notes, the debtor is not
entitled to any surplus and the obligor is not liable for any deficiency.
[2001 c.445 §106] Secured party’s right to take possession after
default. (1) After default, a secured party:
(a) May take possession of the collateral; and
(b) Without removal, may render equipment unusable and dispose of
collateral on a debtor’s premises under ORS 79.0610.
(2) A secured party may proceed under subsection (1) of this
section:
(a) Pursuant to judicial process; or
(b) Without judicial process, if it proceeds without breach of the
peace.
(3) If so agreed, and in any event after default, a secured party
may require the debtor to assemble the collateral and make it available
to the secured party at a place to be designated by the secured party
which is reasonably convenient to both parties. [2001 c.445 §107]Disposition of collateral after default. (1)
After default, a secured party may sell, lease, license or otherwise
dispose of any or all of the collateral in its present condition or
following any commercially reasonable preparation or processing.
(2) Every aspect of a disposition of collateral, including the
method, manner, time, place and other terms, must be commercially
reasonable. If commercially reasonable, a secured party may dispose of
collateral by public or private proceedings, by one or more contracts, as
a unit or in parcels, and at any time and place and on any terms.
(3) A secured party may purchase collateral:
(a) At a public disposition; or
(b) At a private disposition only if the collateral is of a kind
that is customarily sold on a recognized market or the subject of widely
distributed standard price quotations.
(4) A contract for sale, lease, license or other disposition
includes the warranties relating to title, possession, quiet enjoyment
and the like which by operation of law accompany a voluntary disposition
of property of the kind subject to the contract.
(5) A secured party may disclaim or modify warranties under
subsection (4) of this section:
(a) In a manner that would be effective to disclaim or modify the
warranties in a voluntary disposition of property of the kind subject to
the contract of disposition; or
(b) By communicating to the purchaser a record evidencing the
contract for disposition and including an express disclaimer or
modification of the warranties.
(6) A record is sufficient to disclaim warranties under subsection
(5) of this section if it indicates “There is no warranty relating to
title, possession, quiet enjoyment or the like in this disposition” or
uses words of similar import. [2001 c.445 §108]Notification before disposition of collateral.
(1) As used in this section, “notification date” means the earlier of the
date on which:
(a) A secured party sends to the debtor and any secondary obligor
an authenticated notification of disposition; or
(b) The debtor and any secondary obligor waive the right to
notification.
(2) Except as otherwise provided in subsection (4) of this section,
a secured party that disposes of collateral under ORS 79.0610 shall send
to the persons specified in subsection (3) of this section a reasonable
authenticated notification of disposition.
(3) To comply with subsection (2) of this section, the secured
party shall send an authenticated notification of disposition to:
(a) The debtor;
(b) Any secondary obligor; and
(c) If the collateral is other than consumer goods:
(A) Any other person from which the secured party has received,
before the notification date, an authenticated notification of a claim of
an interest in the collateral;
(B) Any other secured party or lienholder that, 10 days before the
notification date, held a security interest in or other lien on the
collateral perfected by the filing of a financing statement that:
(i) Identified the collateral;
(ii) Was indexed under the debtor’s name as of that date; and
(iii) Was filed in the office in which to file a financing
statement against the debtor covering the collateral as of that date; and
(C) Any other secured party that, 10 days before the notification
date, held a security interest in the collateral perfected by compliance
with a statute, regulation or treaty described in ORS 79.0311 (1).
(4) Subsection (2) of this section does not apply if the collateral
is perishable or threatens to decline speedily in value or is of a type
customarily sold on a recognized market.
(5) A secured party complies with the requirement for notification
prescribed by subsection (3)(c)(B) of this section if:
(a) Not later than 20 days or earlier than 30 days before the
notification date, the secured party requests, in a commercially
reasonable manner, information concerning financing statements indexed
under the debtor’s name in the office indicated in subsection (3)(c)(B)
of this section; and
(b) Before the notification date, the secured party:
(A) Did not receive a response to the request for information; or
(B) Received a response to the request for information and sent an
authenticated notification of disposition to each secured party or other
lienholder named in that response whose financing statement covered the
collateral. [2001 c.445 §109] Timeliness of notification before disposition of
collateral. (1) Except as otherwise provided in subsection (2) of this
section, a notification of disposition sent after default and 15 days or
more before the earliest time of disposition, as set forth in the
notification, is sent within a reasonable time before the disposition.
(2) In a transaction other than a consumer transaction, a
notification of disposition sent after default and 10 days or more before
the earliest time of disposition set forth in the notification is sent
within a reasonable time before the disposition. [2001 c.445 §110] Contents and form of notification before
disposition of collateral: general. Except in a consumer-goods
transaction, the following rules apply:
(1) The contents of a notification of disposition are sufficient if
the notification:
(a) Indicates the name of the debtor and the name, address and
telephone number of the secured party;
(b) Describes the collateral that is the subject of the intended
disposition;
(c) States the method of intended disposition;
(d) States that the debtor is entitled to an accounting of the
unpaid indebtedness and states the charge, if any, for an accounting; and
(e) States the time and place of a public disposition or the time
after which any other disposition is to be made.
(2) Whether the contents of a notification that lacks any of the
information specified in subsection (1) of this section are nevertheless
sufficient is a question of fact.
(3) The contents of a notification providing substantially the
information specified in subsection (1) of this section are sufficient,
even if the notification includes:
(a) Information not specified by subsection (1) of this section; or
(b) Minor errors that are not seriously misleading.
(4) A particular phrasing of the notification is not required.
(5) The following form of notification and the form appearing in
ORS 79.0614 (3), when completed, provide sufficient information:
___________________________________________________________________________
___
NOTIFICATION OF DISPOSITION OF COLLATERAL
To: (Name of debtor, obligor or other person to which the
notification is sent.)
From: (Name, address and telephone number of secured party.)
Name of Debtor(s): (Include only if debtor(s) are not an addressee.)
For a public disposition:
We will sell or lease or license, as applicable the (describe
collateral) to the highest qualified bidder in public as follows:
Day and date: _________
Time: _________
Place: _________
For a private disposition:
We will sell or lease or license, as applicable the (describe
collateral) privately sometime after (day and date).
You are entitled to an accounting of the unpaid indebtedness
secured by the property that we intend to sell or lease or license, as
applicable for a charge of $_____. You may request an accounting by
calling us at (telephone number).
___________________________________________________________________________
___ [2001 c.445 §111] Contents and form of notification before
disposition of collateral: consumer-goods transaction. In a
consumer-goods transaction, the following rules apply:
(1) A notification of disposition must provide the following
information:
(a) The information specified in ORS 79.0613 (1);
(b) A description of any liability for a deficiency of the person
to which the notification is sent;
(c) A telephone number from which the amount that must be paid to
the secured party to redeem the collateral under ORS 79.0623 is
available; and
(d) A telephone number or mailing address from which additional
information concerning the disposition and the obligation secured is
available.
(2) A particular phrasing of the notification is not required.
(3) The following form of notification, when completed, provides
sufficient information:
___________________________________________________________________________
___
(Name and address of secured party)
(Date)
NOTICE OF OUR PLAN
TO SELL PROPERTY
(Name and address of any obligor who is also a debtor)
Subject: (Identification of Transaction)
We have your (describe collateral), because you broke promises in
our agreement.
For a public disposition:
We will sell (describe collateral) at public sale. A sale could
include a lease or license. The sale will be held as follows:
Day and date: _____
Time: _____
Place: _____
You may attend the sale and bring bidders if you want.
For a private disposition:
We will sell (describe collateral) at private sale sometime after
(date). A sale could include a lease or license.
The money that we get from the sale, after paying our costs, will
reduce the amount you owe. If we get less money than you owe, you (will
or will not, as applicable) still owe us the difference. If we get more
money than you owe, you will get the extra money, unless we must pay it
to someone else.
You can get the property back at any time before we sell it by
paying us the full amount you owe (not just the past due payments),
including our expenses. To learn the exact amount you must pay, call us
at (telephone number).
If you want us to explain to you in writing how we have figured the
amount that you owe us, you may call us at (telephone number) or write us
at (secured party’s address) and request a written explanation. We will
charge you $_____ for the explanation if we sent you another written
explanation of the amount you owe us within the last six months.
If you need more information about the sale call us at (telephone
number) or write us at (secured party’s address).
We are sending this notice to the following other people who have
an interest in (describe collateral) or who owe money under your
agreement:
(Names of all other debtors and obligors, if any.)
___________________________________________________________________________
___
(4) A notification in the form of subsection (3) of this section is
sufficient, even if the form includes additional information.
(5) A notification in the form of subsection (3) of this section is
sufficient, even if it includes minor errors in information not required
by subsection (1) of this section, unless the error is seriously
misleading.
(6) If a notification under this section is not in the form of
subsection (3) of this section, law other than this chapter determines
the effect of including information not required by subsection (1) of
this section. [2001 c.445 §112] Application of proceeds of disposition;
liability for deficiency and right to surplus. (1) A secured party shall
apply or pay over for application the cash proceeds of disposition under
ORS 79.0610 in the following order to:
(a) The reasonable expenses of retaking, holding, preparing for
disposition, processing and disposing, and, to the extent provided for by
agreement and not prohibited by law, reasonable attorney fees and legal
expenses incurred by the secured party;
(b) The satisfaction of obligations secured by the security
interest or agricultural lien under which the disposition is made;
(c) The satisfaction of obligations secured by any subordinate
security interest in or other subordinate lien on the collateral if:
(A) The secured party receives from the holder of the subordinate
security interest or other lien an authenticated demand for proceeds
before distribution of the proceeds is completed; and
(B) In a case in which a consignor has an interest in the
collateral, the subordinate security interest or other lien is senior to
the interest of the consignor; and
(d) A secured party that is a consignor of the collateral if the
secured party receives from the consignor an authenticated demand for
proceeds before distribution of the proceeds is completed.
(2) If requested by a secured party, a holder of a subordinate
security interest or other lien shall furnish reasonable proof of the
interest or lien within a reasonable time. Unless the holder does so, the
secured party need not comply with the holder’s demand under subsection
(1)(c) of this section.
(3) A secured party need not apply or pay over for application
noncash proceeds of disposition under ORS 79.0610 unless the failure to
do so would be commercially unreasonable. A secured party that applies or
pays over for application noncash proceeds shall do so in a commercially
reasonable manner.
(4) If the security interest under which a disposition is made
secures payment or performance of an obligation, after making the
payments and applications required by subsection (1) of this section and
permitted by subsection (3) of this section:
(a) Unless subsection (1)(d) of this section requires the secured
party to apply or pay over cash proceeds to a consignor, the secured
party shall account to and pay a debtor for any surplus; and
(b) The obligor is liable for any deficiency.
(5) If the underlying transaction is a sale of accounts, chattel
paper, payment intangibles or promissory notes:
(a) The debtor is not entitled to any surplus; and
(b) The obligor is not liable for any deficiency.
(6) The surplus or deficiency following a disposition is calculated
based on the amount of proceeds that would have been realized in a
disposition complying with ORS 79.0601 to 79.0628 to a transferee other
than the secured party, a person related to the secured party, or a
secondary obligor if:
(a) The transferee in the disposition is the secured party, a
person related to the secured party, or a secondary obligor; and
(b) The amount of proceeds of the disposition is significantly
below the range of proceeds that a complying disposition to a person
other than the secured party, a person related to the secured party, or a
secondary obligor would have brought.
(7) A secured party that receives cash proceeds of a disposition in
good faith and without knowledge that the receipt violates the rights of
the holder of a security interest or other lien that is not subordinate
to the security interest or agricultural lien under which the disposition
is made:
(a) Takes the cash proceeds free of the security interest or other
lien;
(b) Is not obligated to apply the proceeds of the disposition to
the satisfaction of obligations secured by the security interest or other
lien; and
(c) Is not obligated to account to or pay the holder of the
security interest or other lien for any surplus. [2001 c.445 §113] Explanation of calculation of surplus or
deficiency. (1) As used in this section:
(a) “Explanation” means a writing that:
(A) States the amount of the surplus or deficiency;
(B) Provides an explanation in accordance with subsection (3) of
this section of how the secured party calculated the surplus or
deficiency;
(C) States, if applicable, that future debits, credits, charges,
including additional credit service charges or interest, rebates and
expenses may affect the amount of the surplus or deficiency; and
(D) Provides a telephone number or mailing address from which
additional information concerning the transaction is available.
(b) “Request” means a record:
(A) Authenticated by a debtor or consumer obligor;
(B) Requesting that the recipient provide an explanation; and
(C) Sent after disposition of the collateral under ORS 79.0610.
(2) In a consumer-goods transaction in which the debtor is entitled
to a surplus or a consumer obligor is liable for a deficiency under ORS
79.0615, the secured party shall:
(a) Send an explanation to the debtor or consumer obligor, as
applicable, after the disposition and:
(A) Before or when the secured party accounts to the debtor and
pays any surplus or first makes written demand on the consumer obligor
after the disposition for payment of the deficiency; and
(B) Within 14 days after receipt of a request; or
(b) In the case of a consumer obligor who is liable for a
deficiency, within 14 days after receipt of a request, send to the
consumer obligor a record waiving the secured party’s right to a
deficiency.
(3) To comply with subsection (1)(a)(B) of this section, a writing
must provide the following information in the following order:
(a) The aggregate amount of obligations secured by the security
interest under which the disposition was made, and, if the amount
reflects a rebate of unearned interest or credit service charge, an
indication of that fact, calculated as of a specified date:
(A) If the secured party takes or receives possession of the
collateral after default, not more than 35 days before the secured party
takes or receives possession; or
(B) If the secured party takes or receives possession of the
collateral before default or does not take possession of the collateral,
not more than 35 days before the disposition;
(b) The amount of proceeds of the disposition;
(c) The aggregate amount of the obligations after deducting the
amount of proceeds;
(d) The amount, in the aggregate or by type, and types of expenses,
including expenses of retaking, holding, preparing for disposition,
processing and disposing of the collateral, and attorney fees secured by
the collateral which are known to the secured party and relate to the
current disposition;
(e) The amount, in the aggregate or by type, and types of credits,
including rebates of interest or credit service charges, to which the
obligor is known to be entitled and which are not reflected in the amount
in paragraph (a) of this subsection; and
(f) The amount of the surplus or deficiency.
(4) A particular phrasing of the explanation is not required. An
explanation complying substantially with the requirements of subsection
(1) of this section is sufficient, even if it includes minor errors that
are not seriously misleading.
(5) A debtor or consumer obligor is entitled without charge to one
response to a request under this section during any six-month period in
which the secured party did not send to the debtor or consumer obligor an
explanation pursuant to subsection (2)(a) of this section. The secured
party may require payment of a charge not exceeding $25 for each
additional response. [2001 c.445 §114]Rights of transferee of collateral. (1) A
secured party’s disposition of collateral after default:
(a) Transfers to a transferee for value all of the debtor’s rights
in the collateral;
(b) Discharges the security interest under which the disposition is
made; and
(c) Discharges any subordinate security interest or other
subordinate lien.
(2) A transferee that acts in good faith takes free of the rights
and interests described in subsection (1) of this section, even if the
secured party fails to comply with this chapter or the requirements of
any judicial proceeding.
(3) If a transferee does not take free of the rights and interests
described in subsection (1) of this section, the transferee takes the
collateral subject to:
(a) The debtor’s rights in the collateral;
(b) The security interest or agricultural lien under which the
disposition is made; and
(c) Any other security interest or other lien. [2001 c.445 §115]Rights and duties of certain secondary obligors.
(1) A secondary obligor acquires the rights and becomes obligated to
perform the duties of the secured party after the secondary obligor:
(a) Receives an assignment of a secured obligation from the secured
party;
(b) Receives a transfer of collateral from the secured party and
agrees to accept the rights and assume the duties of the secured party; or
(c) Is subrogated to the rights of a secured party with respect to
collateral.
(2) An assignment, transfer or subrogation described in subsection
(1) of this section:
(a) Is not a disposition of collateral under ORS 79.0610; and
(b) Relieves the secured party of further duties under this
chapter. [2001 c.445 §116]Transfer of record or legal title. (1) As used
in this section, “transfer statement” means a record authenticated by a
secured party stating:
(a) That the debtor has defaulted in connection with an obligation
secured by specified collateral;
(b) That the secured party has exercised its post-default remedies
with respect to the collateral;
(c) That, by reason of the exercise, a transferee has acquired the
rights of the debtor in the collateral; and
(d) The name and mailing address of the secured party, debtor and
transferee.
(2) A transfer statement entitles the transferee to the transfer of
record of all rights of the debtor in the collateral specified in the
statement in any official filing, recording, registration or
certificate-of-title system covering the collateral. If a transfer
statement is presented with the applicable fee and request form to the
official or office responsible for maintaining the system, the official
or office shall:
(a) Accept the transfer statement;
(b) Promptly amend its records to reflect the transfer; and
(c) If applicable, issue a new appropriate certificate of title in
the name of the transferee.
(3) A transfer of the record or legal title to collateral to a
secured party under subsection (2) of this section or otherwise is not of
itself a disposition of collateral under this chapter and does not of
itself relieve the secured party of its duties under this chapter. [2001
c.445 §117] Acceptance of collateral in full or partial
satisfaction of obligation; compulsory disposition of collateral. (1)
Except as otherwise provided in subsection (7) of this section, a secured
party may accept collateral in full or partial satisfaction of the
obligation it secures only if:
(a) The debtor consents to the acceptance under subsection (3) of
this section;
(b) The secured party does not receive, within the time set forth
in subsection (4) of this section, a notification of objection to the
proposal authenticated by:
(A) A person to which the secured party was required to send a
proposal under ORS 79.0621; or
(B) Any other person, other than the debtor, holding an interest in
the collateral subordinate to the security interest that is the subject
of the proposal;
(c) If the collateral is consumer goods, the collateral is not in
the possession of the debtor when the debtor consents to the acceptance;
and
(d) Subsection (5) of this section does not require the secured
party to dispose of the collateral or the debtor waives the requirement
pursuant to ORS 79.0624.
(2) A purported or apparent acceptance of collateral under this
section is ineffective unless:
(a) The secured party consents to the acceptance in an
authenticated record or sends a proposal to the debtor; and
(b) The conditions of subsection (1) of this section are met.
(3) For purposes of this section:
(a) A debtor consents to an acceptance of collateral in partial
satisfaction of the obligation it secures only if the debtor agrees to
the terms of the acceptance in a record authenticated after default; and
(b) A debtor consents to an acceptance of collateral in full
satisfaction of the obligation it secures only if the debtor agrees to
the terms of the acceptance in a record authenticated after default or
the secured party:
(A) Sends to the debtor after default a proposal that is
unconditional or subject only to a condition that collateral not in the
possession of the secured party be preserved or maintained;
(B) In the proposal, proposes to accept collateral in full
satisfaction of the obligation it secures; and
(C) Does not receive a notification of objection authenticated by
the debtor within 20 days after the proposal is sent.
(4) To be effective under subsection (1)(b) of this section, a
notification of objection must be received by the secured party:
(a) In the case of a person to which the proposal was sent pursuant
to ORS 79.0621, within 20 days after notification was sent to that
person; and
(b) In other cases:
(A) Within 20 days after the last notification was sent pursuant to
ORS 79.0621; or
(B) If a notification was not sent, before the debtor consents to
the acceptance under subsection (3) of this section.
(5) A secured party that has taken possession of collateral shall
dispose of the collateral pursuant to ORS 79.0610 within the time
specified in subsection (6) of this section if:
(a) Sixty percent of the cash price has been paid in the case of a
purchase-money security interest in consumer goods; or
(b) Sixty percent of the principal amount of the obligation secured
has been paid in the case of a non-purchase-money security interest in
consumer goods.
(6) To comply with subsection (5) of this section, the secured
party shall dispose of the collateral:
(a) Within 180 days after taking possession; or
(b) Within any longer period to which the debtor and all secondary
obligors have agreed in an agreement to that effect entered into and
authenticated after default.
(7) In a consumer transaction, a secured party may not accept
collateral in partial satisfaction of the obligation it secures. [2001
c.445 §118]Notification of proposal to accept collateral.
(1) A secured party that desires to accept collateral in full or partial
satisfaction of the obligation it secures shall send its proposal to:
(a) Any person from which the secured party has received, before
the debtor consented to the acceptance, an authenticated notification of
a claim of an interest in the collateral;
(b) Any other secured party or lienholder that, 10 days before the
debtor consented to the acceptance, held a security interest in or other
lien on the collateral perfected by the filing of a financing statement
that:
(A) Identified the collateral;
(B) Was indexed under the debtor’s name as of that date; and
(C) Was filed in the office or offices in which to file a financing
statement against the debtor covering the collateral as of that date; and
(c) Any other secured party that, 10 days before the debtor
consented to the acceptance, held a security interest in the collateral
perfected by compliance with a statute, regulation or treaty described in
ORS 79.0311 (1).
(2) A secured party that desires to accept collateral in partial
satisfaction of the obligation it secures shall send its proposal to any
secondary obligor in addition to the persons described in subsection (1)
of this section. [2001 c.445 §119]Effect of acceptance of collateral. (1) A
secured party’s acceptance of collateral in full or partial satisfaction
of the obligation it secures:
(a) Discharges the obligation to the extent consented to by the
debtor;
(b) Transfers to the secured party all of a debtor’s rights in the
collateral;
(c) Discharges the security interest or agricultural lien that is
the subject of the debtor’s consent and any subordinate security interest
or other subordinate lien; and
(d) Terminates any other subordinate interest.
(2) A subordinate interest is discharged or terminated under
subsection (1) of this section, even if the secured party fails to comply
with this chapter. [2001 c.445 §120]Right to redeem collateral. (1) A debtor, any
secondary obligor or any other secured party or lienholder may redeem
collateral.
(2) To redeem collateral, a person shall tender:
(a) Fulfillment of all obligations secured by the collateral; and
(b) The reasonable expenses and attorney fees described in ORS
79.0615 (1)(a).
(3) A redemption may occur at any time before a secured party:
(a) Has collected collateral under ORS 79.0607;
(b) Has disposed of collateral or entered into a contract for its
disposition under ORS 79.0610; or
(c) Has accepted collateral in full or partial satisfaction of the
obligation it secures under ORS 79.0622. [2001 c.445 §121]Waiver. (1) A debtor or secondary obligor may
waive the right to notification of disposition of collateral under ORS
79.0611 only by an agreement to that effect entered into and
authenticated after default.
(2) A debtor may waive the right to require disposition of
collateral under ORS 79.0620 (5) only by an agreement to that effect
entered into and authenticated after default.
(3) Except in a consumer-goods transaction, a debtor or secondary
obligor may waive the right to redeem collateral under ORS 79.0623 only
by an agreement to that effect entered into and authenticated after
default. [2001 c.445 §122](Noncompliance With Chapter) Remedies for secured party’s failure to comply
with article. (1) If it is established that a secured party is not
proceeding in accordance with this chapter, a court may order or restrain
collection, enforcement or disposition of collateral on appropriate terms
and conditions.
(2) Subject to subsections (3), (4) and (6) of this section, a
person is liable for damages in the amount of any loss caused by a
failure to comply with this chapter. Loss caused by a failure to comply
may include loss resulting from the debtor’s inability to obtain, or
increased costs of, alternative financing.
(3) Except as otherwise provided in ORS 79.0628:
(a) A person that, at the time of the failure, was a debtor, was an
obligor, or held a security interest in or other lien on the collateral
may, in an individual action only, recover damages under subsection (2)
of this section for its loss;
(b) If the collateral is consumer goods, a person that was a debtor
or a secondary obligor at the time a secured party failed to comply with
ORS 79.0601 to 79.0628 may, in an individual action only, recover an
amount not less than $1,000; and
(c) The court may award reasonable attorney fees to the prevailing
party in an action under this subsection.
(4) A debtor whose deficiency is eliminated under ORS 79.0626 may
recover damages for the loss of any surplus. However, a debtor or
secondary obligor whose deficiency is eliminated or reduced under ORS
79.0626 may not otherwise recover under subsection (2) of this section
for noncompliance with the provisions of ORS 79.0601 to 79.0628 relating
to collection, enforcement, disposition or acceptance.
(5) Regarding a transaction that is a consumer transaction or in
which the collateral is consumer goods, in addition to any damages
recoverable under subsection (2) of this section, the debtor, consumer
obligor, or person named as a debtor in a filed record, as applicable,
may, in an individual action only, recover $500 for each instance from a
person that:
(a) Fails to comply with ORS 79.0208;
(b) Fails to comply with ORS 79.0209;
(c) After July 1, 2001, files a record that the person is not
entitled to file under ORS 79.0509 (1) if the record is not released or
terminated within 10 days after receipt by the secured party of an
authenticated request from the debtor that explains the basis for the
request;
(d) Fails to cause the secured party of record to file or send a
termination statement as required by ORS 79.0513 (1) or (3); or
(e) Fails to comply with ORS 79.0616 (2) and whose failure is part
of a pattern, or consistent with a practice, of noncompliance.
(6) A debtor or consumer obligor may recover damages under
subsection (2) of this section and, in addition, $500 in each case from a
person that, without reasonable cause, fails to comply with a request
under ORS 79.0210. A recipient of a request under ORS 79.0210 which never
claimed an interest in the collateral or obligations that are the subject
of a request under ORS 79.0210 has a reasonable excuse for failure to
comply with the request within the meaning of this subsection.
(7) If a secured party fails to comply with a request regarding a
list of collateral or a statement of account under ORS 79.0210, the
secured party may claim a security interest only as shown in the list or
statement included in the request as against a person that is reasonably
misled by the failure. [2001 c.445 §123] Action in which deficiency or surplus is in
issue. (1) In an action arising from a transaction, other than a consumer
transaction, in which the amount of a deficiency or surplus is in issue,
the following rules apply:
(a) A secured party need not prove compliance with the provisions
of ORS 79.0601 to 79.0628 relating to collection, enforcement,
disposition, or acceptance unless the debtor or a secondary obligor
places the secured party’s compliance in issue.
(b) If the secured party’s compliance is placed in issue, the
secured party has the burden of establishing that the collection,
enforcement, disposition or acceptance was conducted in accordance with
ORS 79.0601 to 79.0628.
(c) Except as otherwise provided in ORS 79.0628, if a secured party
fails to prove that the collection, enforcement, disposition or
acceptance was conducted in accordance with the provisions of ORS 79.0601
to 79.0628 relating to collection, enforcement, disposition or
acceptance, the liability of a debtor or a secondary obligor for a
deficiency is limited to an amount by which the sum of the secured
obligation, expenses and attorney fees exceeds the greater of:
(A) The proceeds of the collection, enforcement, disposition or
acceptance; or
(B) The amount of proceeds that would have been realized had the
noncomplying secured party proceeded in accordance with the provisions of
ORS 79.0601 to 79.0628 relating to collection, enforcement, disposition
or acceptance.
(d) For purposes of paragraph (c)(B) of this subsection, the amount
of proceeds that would have been realized is equal to the sum of the
secured obligation, expenses and attorney fees unless the secured party
proves that the amount is less than that sum.
(e) If a deficiency or surplus is calculated under ORS 79.0615 (6),
the debtor or obligor has the burden of establishing that the amount of
proceeds of the disposition is significantly below the range of prices
that a complying disposition to a person other than the secured party, a
person related to the secured party, or a secondary obligor would have
brought.
(2) The limitation of the rules in subsection (1) of this section
to transactions other than consumer transactions is intended to leave to
the court the determination of the proper rules in consumer transactions.
The court may not infer from that limitation the nature of the proper
rule in consumer transactions and may continue to apply established
approaches. [2001 c.445 §124] Determination of whether conduct was
commercially reasonable. (1) The fact that a greater amount could have
been obtained by a collection, enforcement, disposition or acceptance at
a different time or in a different method from that selected by the
secured party is not of itself sufficient to preclude the secured party
from establishing that the collection, enforcement, disposition or
acceptance was made in a commercially reasonable manner.
(2) A disposition of collateral is made in a commercially
reasonable manner if the disposition is made:
(a) In the usual manner on any recognized market;
(b) At the price current in any recognized market at the time of
the disposition; or
(c) Otherwise in conformity with reasonable commercial practices
among dealers in the type of property that was the subject of the
disposition.
(3) A collection, enforcement, disposition or acceptance is
commercially reasonable if it has been approved:
(a) In a judicial proceeding;
(b) By a bona fide creditors’ committee;
(c) By a representative of creditors; or
(d) By an assignee for the benefit of creditors.
(4) Approval under subsection (3) of this section need not be
obtained, and lack of approval does not mean that the collection,
enforcement, disposition or acceptance is not commercially reasonable.
[2001 c.445 §125] Nonliability and limitation on liability of
secured party; liability of secondary obligor. (1) Unless a secured party
knows that a person is a debtor or obligor, knows the identity of the
person and knows how to communicate with the person:
(a) The secured party is not liable to the person, or to a secured
party or lienholder that has filed a financing statement against the
person, for failure to comply with this chapter; and
(b) The secured party’s failure to comply with this chapter does
not affect the liability of the person for a deficiency.
(2) A secured party is not liable because of its status as secured
party:
(a) To a person that is a debtor or obligor, unless the secured
party knows:
(A) That the person is a debtor or obligor;
(B) The identity of the person; and
(C) How to communicate with the person; or
(b) To a secured party or lienholder that has filed a financing
statement against a person, unless the secured party knows:
(A) That the person is a debtor; and
(B) The identity of the person.
(3) A secured party is not liable to any person, and a person’s
liability for a deficiency is not affected, because of any act or
omission arising out of the secured party’s reasonable belief that a
transaction is not a consumer-goods transaction or a consumer transaction
or that goods are not consumer goods, if the secured party’s belief is
based on its reasonable reliance on:
(a) A debtor’s representation concerning the purpose for which
collateral was to be used, acquired or held; or
(b) An obligor’s representation concerning the purpose for which a
secured obligation was incurred.
(4) A secured party is not liable to any person under ORS 79.0625
(3)(b) for its failure to comply with ORS 79.0616.
(5) A secured party is not liable under ORS 79.0625 (3)(b) more
than once with respect to any one secured obligation. [2001 c.445 §126]TRANSITION PROVISIONSNote: Sections 188 to 195, chapter 445, Oregon Laws 2001, provide:
Sec. 188. UCC 9-702. Savings clause. (1) Pre-effective-date
transactions or liens. Except as otherwise provided in this section and
sections 189 to 195 of this 2001 Act, sections 1 to 128 [79.0101 to
79.0628], 147, 148 [75.1180], 158 and 188 to 195 of this 2001 Act, the
amendments to statutes by sections 129 to 146, 149 to 157 and 159 to 185
of this 2001 Act, the amendments to ORCP 81 A by section 186 of this 2001
Act and the repeal of statutes by section 187 of this 2001 Act apply to a
transaction or lien within its scope, even if the transaction or lien was
entered into or created before the effective date of this 2001 Act [July
1, 2001].
(2) Continuing validity. Except as otherwise provided in subsection
(3) of this section and sections 189 to 195 of this 2001 Act:
(a) Transactions and liens that were not governed by ORS 79.1010 to
79.5070 and 79.8010 (1999 Edition), were validly entered into or created
before the effective date of this 2001 Act, and would be subject to
sections 1 to 128, 147, 148, 158 and 188 to 195 of this 2001 Act, the
amendments to statutes by sections 129 to 146, 149 to 157 and 159 to 185
of this 2001 Act, the amendments to ORCP 81 A by section 186 of this 2001
Act and the repeal of statutes by section 187 of this 2001 Act if they
had been entered into or created after the effective date of this 2001
Act, and the rights, duties and interests flowing from those transactions
and liens, remain valid after the effective date of this 2001 Act; and
(b) The transactions and liens may be terminated, completed,
consummated and enforced as required or permitted by sections 1 to 128,
147, 148, 158 and 188 to 195 of this 2001 Act, the amendments to statutes
by sections 129 to 146, 149 to 157 and 159 to 185 of this 2001 Act, the
amendments to ORCP 81 A by section 186 of this 2001 Act and the repeal of
statutes by section 187 of this 2001 Act or by the law that otherwise
would apply if sections 1 to 128, 147, 148, 158 and 188 to 195 of this
2001 Act, the amendments to statutes by sections 129 to 146, 149 to 157
and 159 to 185 of this 2001 Act, the amendments to ORCP 81 A by section
186 of this 2001 Act and the repeal of statutes by section 187 of this
2001 Act had not taken effect.
(3) Pre-effective-date proceedings. Sections 1 to 128, 147, 148,
158 and 188 to 195 of this 2001 Act, the amendments to statutes by
sections 129 to 146, 149 to 157 and 159 to 185 of this 2001 Act, the
amendments to ORCP 81 A by section 186 of this 2001 Act and the repeal of
statutes by section 187 of this 2001 Act do not affect an action, case or
proceeding commenced before the effective date of this 2001 Act. [2001
c.445 §188]
Sec. 189. UCC 9-703. Security interest perfected before effective
date. (1) Continuing priority over lien creditor: Perfection requirements
satisfied. A security interest that is enforceable immediately before the
effective date of this 2001 Act [July 1, 2001] and would have priority
over the rights of a person that becomes a lien creditor at that time is
a perfected security interest under sections 1 to 128 [79.0101 to
79.0628], 147, 148 [75.1180], 158 and 188 to 195 of this 2001 Act, the
amendments to statutes by sections 129 to 146, 149 to 157 and 159 to 185
of this 2001 Act, the amendments to ORCP 81 A by section 186 of this 2001
Act and the repeal of statutes by section 187 of this 2001 Act if, on the
effective date of this 2001 Act, the applicable requirements for
enforceability and perfection under sections 1 to 128, 147, 148, 158 and
188 to 195 of this 2001 Act, the amendments to statutes by sections 129
to 146, 149 to 157 and 159 to 185 of this 2001 Act, the amendments to
ORCP 81 A by section 186 of this 2001 Act and the repeal of statutes by
section 187 of this 2001 Act are satisfied without further action.
(2) Continuing priority over lien creditor: Perfection requirements
not satisfied. Except as otherwise provided in section 191 of this 2001
Act, if, immediately before the effective date of this 2001 Act, a
security interest is enforceable and would have priority over the rights
of a person that becomes a lien creditor at that time, but the applicable
requirements for enforceability or perfection under sections 1 to 128,
147, 148, 158 and 188 to 195 of this 2001 Act, the amendments to statutes
by sections 129 to 146, 149 to 157 and 159 to 185 of this 2001 Act, the
amendments to ORCP 81 A by section 186 of this 2001 Act and the repeal of
statutes by section 187 of this 2001 Act are not satisfied on the
effective date of this 2001 Act, the security interest:
(a) Is a perfected security interest for one year after the
effective date of this 2001 Act;
(b) Remains enforceable thereafter only if the security interest
becomes enforceable under section 13 of this 2001 Act [79.0203] before
the year expires; and
(c) Remains perfected thereafter only if the applicable
requirements for perfection under sections 1 to 128, 147, 148, 158 and
188 to 195 of this 2001 Act, the amendments to statutes by sections 129
to 146, 149 to 157 and 159 to 185 of this 2001 Act, the amendments to
ORCP 81 A by section 186 of this 2001 Act and the repeal of statutes by
section 187 of this 2001 Act are satisfied before the year expires. [2001
c.445 §189]
Sec. 190. UCC 9-704. Security interest unperfected before effective
date. A security interest that is enforceable immediately before the
effective date of this 2001 Act [July 1, 2001] but would be subordinate
to the rights of a person that becomes a lien creditor at that time:
(1) Remains an enforceable security interest for one year after the
effective date of this 2001 Act;
(2) Remains enforceable thereafter if the security interest becomes
enforceable under section 13 of this 2001 Act [79.0203] on the effective
date of this 2001 Act or within one year thereafter; and
(3) Becomes perfected:
(a) Without further action, on the effective date of this 2001 Act
if the applicable requirements for perfection under sections 1 to 128
[79.0101 to 79.0628], 147, 148 [75.1180], 158 and 188 to 195 of this 2001
Act, the amendments to statutes by sections 129 to 146, 149 to 157 and
159 to 185 of this 2001 Act, the amendments to ORCP 81 A by section 186
of this 2001 Act and the repeal of statutes by section 187 of this 2001
Act are satisfied before or at that time; or
(b) When the applicable requirements for perfection are satisfied
if the requirements are satisfied after that time. [2001 c.445 §190]
Sec. 191. UCC 9-705. Effectiveness of action taken before effective
date. (1) Pre-effective-date action; one-year perfection period unless
reperfected. If action, other than the filing of a financing statement,
is taken before the effective date of this 2001 Act [July 1, 2001] and
the action would have resulted in priority of a security interest over
the rights of a person that becomes a lien creditor had the security
interest become enforceable before the effective date of this 2001 Act,
the action is effective to perfect a security interest that attaches
under sections 1 to 128 [79.0101 to 79.0628], 147, 148 [75.1180], 158 and
188 to 195 of this 2001 Act, the amendments to statutes by sections 129
to 146, 149 to 157 and 159 to 185 of this 2001 Act, the amendments to
ORCP 81 A by section 186 of this 2001 Act and the repeal of statutes by
section 187 of this 2001 Act within one year after the effective date of
this 2001 Act. An attached security interest becomes unperfected one year
after the effective date of this 2001 Act unless the security interest
becomes a perfected security interest under sections 1 to 128, 147, 148,
158 and 188 to 195 of this 2001 Act, the amendments to statutes by
sections 129 to 146, 149 to 157 and 159 to 185 of this 2001 Act, the
amendments to ORCP 81 A by section 186 of this 2001 Act and the repeal of
statutes by section 187 of this 2001 Act before the expiration of that
period.
(2) Pre-effective-date filing. The filing of a financing statement
before the effective date of this 2001 Act is effective to perfect a
security interest to the extent the filing would satisfy the applicable
requirements for perfection under sections 1 to 128, 147, 148, 158 and
188 to 195 of this 2001 Act, the amendments to statutes by sections 129
to 146, 149 to 157 and 159 to 185 of this 2001 Act, the amendments to
ORCP 81 A by section 186 of this 2001 Act and the repeal of statutes by
section 187 of this 2001 Act.
(3) Pre-effective-date filing in jurisdiction formerly governing
perfection. Sections 1 to 128, 147, 148, 158 and 188 to 195 of this 2001
Act, the amendments to statutes by sections 129 to 146, 149 to 157 and
159 to 185 of this 2001 Act, the amendments to ORCP 81 A by section 186
of this 2001 Act and the repeal of statutes by section 187 of this 2001
Act do not render ineffective an effective financing statement that,
before the effective date of this 2001 Act, is filed and satisfies the
applicable requirements for perfection under the law of the jurisdiction
governing perfection as provided in ORS 79.1030 (1999 Edition). However,
except as otherwise provided in subsections (4) and (5) of this section
and section 192 of this 2001 Act, the financing statement ceases to be
effective at the earlier of:
(a) The time the financing statement would have ceased to be
effective under the law of the jurisdiction in which it is filed; or
(b) June 30, 2006.
(4) Continuation statement. The filing of a continuation statement
after the effective date of this 2001 Act does not continue the
effectiveness of the financing statement filed before the effective date
of this 2001 Act. However, upon the timely filing of a continuation
statement after the effective date of this 2001 Act and in accordance
with the law of the jurisdiction governing perfection as provided in
sections 21 to 62 of this 2001 Act [79.0301 to 79.0342], the
effectiveness of a financing statement filed in the same office in that
jurisdiction before the effective date of this 2001 Act continues for the
period provided by the law of that jurisdiction.
(5) Application of subsection (3)(b) to transmitting utility
financing statement. Subsection (3)(b) of this section applies to a
financing statement that, before the effective date of this 2001 Act, is
filed against a transmitting utility and satisfies the applicable
requirements for perfection under the law of the jurisdiction governing
perfection as provided in ORS 79.1030 (1999 Edition) only to the extent
that sections 21 to 62 of this 2001 Act provide 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.
(6) Application of sections 72 to 98 of this 2001 Act. A financing
statement that includes a financing statement filed before the effective
date of this 2001 Act and a continuation statement filed after the
effective date of this 2001 Act is effective only to the extent that it
satisfies the requirements of sections 72 to 98 [79.0501 to 79.0528] of
this 2001 Act for an initial financing statement. [2001 c.445 §191]
Sec. 192. UCC 9-706. When initial financing statement suffices to
continue effectiveness of financing statement. (1) Initial financing
statement in lieu of continuation statement. The filing of an initial
financing statement in the office specified in section 72 of this 2001
Act [79.0501] continues the effectiveness of a financing statement filed
before the effective date of this 2001 Act [July 1, 2001] if:
(a) The filing of an initial financing statement in that office
would be effective to perfect a security interest under sections 1 to 128
[79.0101 to 79.0628], 147, 148 [75.1180], 158 and 188 to 195 of this 2001
Act, the amendments to statutes by sections 129 to 146, 149 to 157 and
159 to 185 of this 2001 Act, the amendments to ORCP 81 A by section 186
of this 2001 Act and the repeal of statutes by section 187 of this 2001
Act;
(b) The pre-effective-date financing statement was filed in an
office in another state or another office in this state; and
(c) The initial financing statement satisfies subsection (3) of
this section.
(2) Period of continued effectiveness. The filing of an initial
financing statement under subsection (1) of this section continues the
effectiveness of the pre-effective-date financing statement:
(a) If the initial financing statement is filed before this the
effective date of this 2001 Act, for the period provided in ORS 79.4030
(1999 Edition) with respect to a financing statement; and
(b) If the initial financing statement is filed after the effective
date of this 2001 Act, for the period provided in section 86 of this 2001
Act [79.0515 (1) to (7)] with respect to an initial financing statement.
(3) Requirements for initial financing statement under subsection
(1). To be effective for purposes of subsection (1) of this section, an
initial financing statement must:
(a) Satisfy the requirements of sections 72 to 98 of this 2001 Act
[79.0501 to 79.0528] for an initial financing statement;
(b) 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
(c) Indicate that the pre-effective-date financing statement
remains effective. [2001 c.445 §192]
Sec. 193. UCC 9-707. Amendment of pre-effective-date financing
statement. (1) “Pre-effective-date financing statement.” As used in this
section, “pre-effective-date financing statement” means a financing
statement filed before the effective date of this 2001 Act [July 1, 2001].
(2) Applicable law. After the effective date of this 2001 Act, 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 sections 21 to 62 of
this 2001 Act [79.0301 to 79.0342]. 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.
(3) Method of amending: general rule. Except as otherwise provided
in subsection (4) 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 the effective
date of this 2001 Act only if:
(a) The pre-effective-date financing statement and an amendment are
filed in the office specified in section 72 of this 2001 Act [79.0501];
(b) An amendment is filed in the office specified in section 72 of
this 2001 Act concurrently with, or after the filing in that office of,
an initial financing statement that satisfies section 192 (3) of this
2001 Act; or
(c) An initial financing statement that provides the information as
amended and satisfies section 192 (3) of this 2001 Act is filed in the
office specified in section 72 of this 2001 Act.
(4) Method of amending: continuation. 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
sections 191 (4) and (6) or 192 of this 2001 Act.
(5) Method of amending: additional termination rule. 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 the effective date of this 2001 Act 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 section 192 (3) of this 2001 Act has
been filed in the office specified by the law of the jurisdiction
governing perfection as provided in sections 21 to 62 of this 2001 Act as
the office in which to file a financing statement. [2001 c.445 §193]
Sec. 194. UCC 9-708. Persons entitled to file initial financing
statement or continuation statement. A person may file an initial
financing statement or a continuation statement under sections 188 to 195
of this 2001 Act if:
(1) The secured party of record authorizes the filing; and
(2) The filing is necessary under sections 188 to 195 of this 2001
Act:
(a) To continue the effectiveness of a financing statement filed
before the effective date of this 2001 Act [July 1, 2001]; or
(b) To perfect or continue the perfection of a security interest.
[2001 c.445 §194]
Sec. 195. UCC 9-709. Priority. (1) Law governing priority. Sections
1 to 128 [79.0101 to 79.0628], 147, 148 [75.1180], 158 and 188 to 195 of
this 2001 Act, the amendments to statutes by sections 129 to 146, 149 to
157 and 159 to 185 of this 2001 Act, the amendments to ORCP 81 A by
section 186 of this 2001 Act and the repeal of statutes by section 187 of
this 2001 Act determine the priority of conflicting claims to collateral.
However, if the relative priorities of the claims were established before
the effective date of this 2001 Act [July 1, 2001], ORS 79.1010 to
79.5070 and 79.8010 (1999 Edition) determine priority.
(2) Priority if security interest becomes enforceable under section
13 of this 2001 Act. For purposes of section 42 (1) of this 2001 Act
[79.0322 (1)], the priority of a security interest that becomes
enforceable under section 13 of this 2001 Act [79.0203] dates from the
effective date of this 2001 Act if the security interest is perfected
under sections 1 to 128, 147, 148, 158 and 188 to 195 of this 2001 Act,
the amendments to statutes by sections 129 to 146, 149 to 157 and 159 to
185 of this 2001 Act, the amendments to ORCP 81 A by section 186 of this
2001 Act and the repeal of statutes by section 187 of this 2001 Act by
the filing of a financing statement before the effective date of this
2001 Act which would not have been effective to perfect the security
interest under ORS 79.1010 to 79.5070 and 79.8010 (1999 Edition). This
subsection does not apply to conflicting security interests each of which
is perfected by the filing of such a financing statement. [2001 c.445
§195]
_______________
Short title. This chapter may be cited as
Uniform Commercial Code–Secured Transactions. [2001 c.445 §1]Definitions and index of definitions. (1) As used in this chapter: (a) “Accession” means goods that are physically united with other goods in such a manner that the identity of the original goods is not lost. (b) “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. The term includes health-care-insurance receivables. The term 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. (c) “Account debtor” means a person obligated on an account, chattel paper or general intangible. The term does not include persons obligated to pay a negotiable instrument, even if the instrument constitutes part of chattel paper. (d) “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 35 days earlier or 35 days later than the date of the record; and (C) Identifying the components of the obligations in reasonable detail. (e) “Agricultural lien” means an interest, other than a security interest or a lien created under ORS 87.226, 87.228, 87.700 to 87.736 or 87.750 to 87.777, in farm products: (A) Which 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) Which is created by statute in favor of a person that: (i) In the ordinary course of its business furnished goods or services to a debtor in connection with a 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. (f) “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. (g) “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 present intent of the authenticating person to identify the person and adopt or accept a record. (h) “Bank” means an organization that is engaged in the business of banking. The term includes savings banks, savings and loan associations, credit unions and trust companies. (i) “Cash proceeds” means proceeds that are money, checks, deposit accounts or the like. (j) “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. (k) “Chattel paper” means a record or records that evidence 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. In this paragraph, “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. The term 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. If a transaction is evidenced by records that include an instrument or series of instruments, the GROUP of records taken together constitutes chattel paper. (L) “Collateral” means the property subject to a security interest or agricultural lien. The term includes: (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. (m) “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. (n) “Commodity account” means an account maintained by a commodity intermediary in which a commodity contract is carried for a commodity customer. (o) “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 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. (p) “Commodity customer” means a person for which a commodity intermediary carries a commodity contract on its books. (q) “Commodity intermediary” means a person that: (A) Is registered as a futures commission merchant under federal commodities law; 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 federal commodities law. (r) “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. (s) “Consignee” means a merchant to which goods are delivered in a consignment. (t) “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 $1,000 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. (u) “Consignor” means a person that delivers goods to a consignee in a consignment. (v) “Consumer debtor” means a debtor in a consumer transaction. (w) “Consumer goods” means goods that are used or bought for use primarily for personal, family or household purposes. (x) “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. (y) “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. (z) “Consumer transaction” means a transaction in which (i) an individual incurs an obligation primarily for personal, family or household purposes, (ii) a security interest secures the obligation, and (iii) the collateral is held or acquired primarily for personal, family or household purposes. The term includes consumer-goods transactions. (aa) “Continuation statement” means an amendment of a financing statement which: (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. (bb) “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. (cc) “Deposit account” means a demand, time, savings, passbook or similar account maintained with a bank. The term does not include investment property or accounts evidenced by an instrument. (dd) “Document” means a document of title or a receipt of the type described in ORS 77.2010 (2). (ee) “Electronic chattel paper” means chattel paper evidenced by a record or records consisting of information stored in an electronic medium. (ff) “Encumbrance” means a right, other than an ownership interest, in real property. The term includes mortgages and other liens on real property. (gg) “Equipment” means goods other than inventory, farm products or consumer goods. (hh) “Farm products” means goods, other than standing timber, with respect to which the debtor is engaged in a farming operation and which 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. (ii) “Farming operation” means raising, cultivating, propagating, fattening, grazing or any other farming, livestock or aquacultural operation. (jj) “File number” means the number assigned to an initial financing statement pursuant to ORS 79.0519 (1). (kk) “Filing office” means an office designated in ORS 79.0501 as the place to file a financing statement. (LL) “Filing-office rule” means a rule adopted pursuant to ORS 79.0526. (mm) “Financing statement” means a record or records composed of an initial financing statement and any filed record relating to the initial financing statement. (nn) “Fixture filing” means the filing of a financing statement covering goods that are or are to become fixtures and satisfying ORS 79.0502 (1) and (2). The term includes the filing of a financing statement covering goods of a transmitting utility which are or are to become fixtures. (oo) “Fixtures” means goods that have become so related to particular real property that an interest in them arises under real property law. The term does not include portable irrigation equipment including movable pipe, pumps, electrical pump panels, pump columns, electrical wire, wheel lines, center pivots and handlines. The term includes domestic pumps, domestic pump wire, domestic pump panels, domestic pump columns, and buried irrigation equipment including buried pipe, buried electrical wire and all buried well casings. (pp) “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. The term includes payment intangibles and software. (qq) “Good faith” means honesty in fact and the observance of reasonable commercial standards of fair dealing. (rr) “Goods” means all things that are movable when a security interest attaches. The term 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 structures. The term 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. The term does not include a computer program embedded in goods that consist solely of the medium in which the program is embedded. The term also 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. (ss) “Governmental unit” means a subdivision, agency, department, county, parish, municipality or other unit of the government of the United States, a state or a foreign country. The term 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. (tt) “Health-care-insurance receivable” means an interest in or claim under a policy of insurance which is a right to payment of a monetary obligation for health-care goods or services provided. (uu) “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. The term 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. (vv) “Inventory” means goods, other than farm products, which: (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. (ww) “Investment property” means a security, whether certificated or uncertificated, security entitlement, securities account, commodity contract or commodity account. (xx) “Jurisdiction of organization,” with respect to a registered organization, means the jurisdiction under whose law the organization is organized. (yy) “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. The term does not include the right of a beneficiary to demand payment or performance under a letter of credit. (zz) “Lien creditor” means: (A) A creditor that 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. (aaa) “Manufactured structure” has the meaning given that term in ORS 446.561. (bbb) “Manufactured-structure transaction” means a secured transaction: (A) That creates a purchase-money security interest in a manufactured structure, other than a manufactured structure held as inventory; or (B) In which a manufactured structure, other than a manufactured structure held as inventory, is the primary collateral. (ccc) “Mortgage” means a consensual interest in real property, including fixtures, which secures payment or performance of an obligation. (ddd) “New debtor” means a person that becomes bound as debtor under ORS 79.0203 (4) by a security agreement previously entered INTO by another person. (eee) “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. The term does not include an obligation substituted for another obligation. (fff) “Noncash proceeds” means proceeds other than cash proceeds. (ggg) “Obligor” means a person that, 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. The term does not include issuers or nominated persons under a letter of credit. (hhh) “Original debtor,” except as used in ORS 79.0310 (3), means a person that, as debtor, entered INTO a security agreement to which a new debtor has become bound under ORS 79.0203 (4). (iii) “Payment intangible” means a general intangible under which the account debtor’s principal obligation is a monetary obligation. (jjj) “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. (kkk) “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 subparagraph (A) of this paragraph; (D) The spouse of an individual described in subparagraph (A), (B) or (C) of this paragraph; or (E) An individual who is related by blood or marriage to an individual described in subparagraph (A), (B), (C) or (D) of this paragraph and shares the same home with the individual. (LLL) “Proceeds,” except as used in ORS 79.0609 (2), 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. (mmm) “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. (nnn) “Proposal” means a record authenticated by a secured party which 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 ORS 79.0620, 79.0621 and 79.0622. (ooo) “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 20 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. (ppp) “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. (qqq) “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 which is stored in an electronic or other medium and is retrievable in perceivable form. (rrr) “Registered organization” means an organization organized solely under the law of a single state or the United States and as to which the state or the United States is required by statute or regulation to maintain a public record showing the organization to have been organized. (sss) “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. (ttt) “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 which 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 that holds a security interest arising under ORS 72.4010, 72.5050, 72.7110 (3), 72A.5080 (5), 74.2100 or 75.1180. (uuu) “Security agreement” means an agreement that creates or provides for a security interest. (vvv) “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 subparagraph (A) of this paragraph. (www) “Software” means a computer program and any supporting information provided in connection with a transaction relating to the program. The term does not include a computer program that is included in the definition of goods. (xxx) “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. (yyy) “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. (zzz) “Tangible chattel paper” means chattel paper evidenced by a record or records consisting of information that is inscribed on a tangible medium. (aaaa) “Termination statement” means an amendment of a financing statement which: (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. (bbbb) “Transmitting utility” means an organization 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. (2) The following definitions in other sections apply to this chapter:“Applicant” ORS 75.1020 “Beneficiary” ORS 75.1020 “Broker” ORS 78.1020 “Certificated security”ORS 78.1020 “Check” ORS 73.0104 “Clearing corporation”ORS 78.1020 “Contract for sale” ORS 72.1060 “Customer” ORS 74.1040 “Entitlement holder” ORS 78.1020 “Financial asset” ORS 78.1020 “Holder in due course” ORS 73.0302 “Issuer” (with respect to a letter of credit or letter-of-credit right) ORS 75.1020 “Issuer” (with respect to a security) ORS 78.2010 “Lease” ORS 72A.1030 “Lease agreement” ORS 72A.1030 “Lease contract” ORS 72A.1030 “Leasehold interest” ORS 72A.1030 “Lessee” ORS 72A.1030 “Lessee in ordinary course of business” ORS 72A.1030 “Lessor” ORS 72A.1030 “Lessor’s residual interest” ORS 72A.1030 “Letter of credit” ORS 75.1020 “Merchant” ORS 72.1040 “Negotiable instrument” ORS 73.0104 “Nominated person” ORS 75.1020 “Note” ORS 73.0104 “Proceeds of a letter of credit” ORS 75.1140 “Prove” ORS 73.0103 “Sale” ORS 72.1060 “Securities intermediary” ORS 78.1020 “Security” ORS 78.1020 “Security certificate” ORS 78.1020 “Security entitlement”ORS 78.1020 “Uncertificated security” ORS 78.1020 (3) ORS chapter 71 contains general definitions and principles of construction and interpretation applicable throughout this chapter. [2001 c.445 §2; 2003 c.267 §1; 2003 c.655 §49] Purchase-money security interest; application of
payments; burden of establishing. (1) As used in this section:
(a) “Purchase-money collateral” means goods or software that
secures a purchase-money obligation incurred with respect to that
collateral; and
(b) “Purchase-money obligation” means an obligation of an obligor
incurred as all or part of the price of the collateral or for value given
to enable the debtor to acquire rights in or the use of the collateral if
the value is in fact so used.
(2) A security interest in goods is a purchase-money security
interest:
(a) To the extent that the goods are purchase-money collateral with
respect to that security interest;
(b) If the security interest is in inventory that is or was
purchase-money collateral, also to the extent that the security interest
secures a purchase-money obligation incurred with respect to other
inventory in which the secured party holds or held a purchase-money
security interest; and
(c) Also to the extent that the security interest secures a
purchase-money obligation incurred with respect to software in which the
secured party holds or held a purchase-money security interest.
(3) A security interest in software is a purchase-money security
interest to the extent that the security interest also secures a
purchase-money obligation incurred with respect to goods in which the
secured party holds or held a purchase-money security interest if:
(a) The debtor acquired its interest in the software in an
integrated transaction in which it acquired an interest in the goods; and
(b) The debtor acquired its interest in the software for the
principal purpose of using the software in the goods.
(4) The security interest of a consignor in goods that are the
subject of a consignment is a purchase-money security interest in
inventory.
(5) In a transaction other than a consumer-goods transaction, if
the extent to which a security interest is a purchase-money security
interest depends on the application of a payment to a particular
obligation, the payment must be applied:
(a) In accordance with any reasonable method of application to
which the parties agree;
(b) In the absence of the parties’ agreement to a reasonable
method, in accordance with any intention of the obligor manifested at or
before the time of payment; or
(c) In the absence of an agreement to a reasonable method and a
timely manifestation of the obligor’s intention, in the following order:
(A) To obligations that are not secured; and
(B) If more than one obligation is secured, to obligations secured
by purchase-money security interests in the order in which those
obligations were incurred.
(6) In a transaction other than a consumer-goods transaction, a
purchase-money security interest does not lose its status as such, even
if:
(a) The purchase-money collateral also secures an obligation that
is not a purchase-money obligation;
(b) Collateral that is not purchase-money collateral also secures
the purchase-money obligation; or
(c) The purchase-money obligation has been renewed, refinanced,
consolidated, or restructured.
(7) In a transaction other than a consumer-goods transaction, a
secured party claiming a purchase-money security interest has the burden
of establishing the extent to which the security interest is a
purchase-money security interest.
(8) The limitation of the rules in subsections (5), (6) and (7) of
this section to transactions other than consumer-goods transactions is
intended to leave to the court the determination of the proper rules in
consumer-goods transactions. The court may not infer from that limitation
the nature of the proper rule in consumer-goods transactions and may
continue to apply established approaches. [2001 c.445 §3]Control of deposit account. (1) A secured party
has control of a deposit account if:
(a) The secured party is the bank with which the deposit account is
maintained;
(b) The debtor, secured party and bank have agreed in an
authenticated record that the bank will comply with instructions
originated by the secured party directing disposition of the funds in the
deposit account without further consent by the debtor; or
(c) The secured party becomes the bank’s customer with respect to
the deposit account.
(2) A secured party that has satisfied subsection (1) of this
section has control, even if the debtor retains the right to direct the
disposition of funds from the deposit account. [2001 c.445 §4]Control of electronic chattel paper. A secured
party has control of electronic chattel paper if the record or records
comprising the chattel paper are created, stored and assigned in such a
manner that:
(1) A single authoritative copy of the record or records exists
which is unique, identifiable and, except as otherwise provided in
subsections (4), (5) and (6) of this section, unalterable;
(2) The authoritative copy identifies the secured party as the
assignee of the record or records;
(3) The authoritative copy is communicated to and maintained by the
secured party or its designated custodian;
(4) Copies or revisions that add or change an identified assignee
of the authoritative copy can be made only with the participation of the
secured party;
(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
(6) Any revision of the authoritative copy is readily identifiable
as an authorized or unauthorized revision. [2001 c.445 §5]Control of investment property. (1) A person has
control of a certificated security, uncertificated security or security
entitlement as provided in ORS 78.1060.
(2) A secured party has control of a commodity contract if:
(a) The secured party is the commodity intermediary with which the
commodity contract is carried; or
(b) The commodity customer, secured party and commodity
intermediary have agreed that the commodity intermediary will apply any
value distributed on account of the commodity contract as directed by the
secured party without further consent by the commodity customer.
(3) A secured party having control of all security entitlements or
commodity contracts carried in a securities account or commodity account
has control over the securities account or commodity account. [2001 c.445
§6]Control of letter-of-credit right. A secured
party has control of a letter-of-credit right to the extent of any right
to payment or performance by the issuer or any nominated person if the
issuer or nominated person has consented to an assignment of proceeds of
the letter of credit under ORS 75.1140 (3) or otherwise applicable law or
practice. [2001 c.445 §7]Sufficiency of description. (1) Except as
otherwise provided in subsections (3), (4) and (5) of this section, a
description of personal or real property is sufficient, whether or not it
is specific, if it reasonably identifies what is described.
(2) Except as otherwise provided in subsection (4) of this section,
a description of collateral reasonably identifies the collateral if it
identifies the collateral by:
(a) Specific listing;
(b) Category;
(c) Except as otherwise provided in subsection (5) of this section,
a type of collateral defined in the Uniform Commercial Code;
(d) Quantity;
(e) Computational or allocational formula or procedure; or
(f) Except as otherwise provided in subsection (3) of this section,
any other method, if the identity of the collateral is objectively
determinable.
(3) A description of collateral as “all the debtor’s assets” or
“all the debtor’s personal property” or using words of similar import
does not reasonably identify the collateral.
(4) Except as otherwise provided in subsection (5) of this section,
a description of a security entitlement, securities account or commodity
account is sufficient if it describes:
(a) The collateral by those terms or as investment property; or
(b) The underlying financial asset or commodity contract.
(5) A description only by type of collateral defined in the Uniform
Commercial Code is an insufficient description of:
(a) A commercial tort claim; or
(b) In a consumer transaction, consumer goods, a security
entitlement, a securities account or a commodity account. [2001 c.445 §8](Applicability of Chapter)Scope. (1) Except as otherwise provided in
subsections (3) and (4) of this section, this chapter applies to:
(a) A transaction, regardless of its form, that creates a security
interest in personal property or fixtures by contract;
(b) An agricultural lien;
(c) A sale of accounts, chattel paper, payment intangibles or
promissory notes;
(d) A consignment;
(e) A security interest arising under ORS 72.4010, 72.5050, 72.7110
(3), or 72A.5080 (5), as provided in ORS 79.0110; and
(f) A security interest arising under ORS 74.2100 or 75.1180.
(2) The application of this chapter to a security interest in a
secured obligation is not affected by the fact that the obligation is
itself secured by a transaction or interest to which this chapter does
not apply.
(3) This chapter does not apply to the extent that:
(a) A statute, regulation or treaty of the United States preempts
this chapter;
(b) Another statute of this state expressly governs the creation,
perfection, priority or enforcement of a security interest created by
this state or a governmental unit of this state;
(c) A statute of another state, a foreign country, or a
governmental unit of another state or a foreign country, other than a
statute generally applicable to security interests, expressly governs
creation, perfection, priority, or enforcement of a security interest
created by the state, country, or governmental unit; or
(d) The rights of a transferee beneficiary or nominated person
under a letter of credit are independent and superior under ORS 75.1140.
(4) This chapter does not apply to:
(a) A landlord’s lien, other than an agricultural lien;
(b) A lien, other than an agricultural lien, given by statute or
other rule of law for services or materials, but ORS 79.0333 applies with
respect to priority of the lien;
(c) An assignment of a claim for wages, salary or other
compensation of an employee;
(d) A sale of accounts, chattel paper, payment intangibles or
promissory notes as part of a sale of the business out of which they
arose;
(e) An assignment of accounts, chattel paper, payment intangibles
or promissory notes which is for the purpose of collection only;
(f) An assignment of a right to payment under a contract to an
assignee that is also obligated to perform under the contract;
(g) An assignment of a single account, payment intangible or
promissory note to an assignee in full or partial satisfaction of a
preexisting indebtedness;
(h) A transfer of an interest in or an assignment of a claim under
a policy of insurance, other than an assignment by or to a health-care
provider of a health-care-insurance receivable and any subsequent
assignment of the right to payment, but ORS 79.0315 and 79.0322 apply
with respect to proceeds and priorities in proceeds;
(i) An assignment of a right represented by a judgment, other than
a judgment taken on a right to payment that was collateral;
(j) A right of recoupment or setoff, but:
(A) ORS 79.0340 applies with respect to the effectiveness of rights
of recoupment or setoff against deposit accounts; and
(B) ORS 79.0404 applies with respect to defenses or claims of an
account debtor;
(k) The creation or transfer of an interest in or lien on real
property, including a lease or rents thereunder, or a seller’s or
purchaser’s interest in a land sale contract and the proceeds thereof,
except to the extent that provision is made for:
(A) Liens on real property in ORS 79.0203 and 79.0308;
(B) Fixtures in ORS 79.0334;
(C) Fixture filings in ORS 79.0501, 79.0502, 79.0512, 79.0516 and
79.0519; and
(D) Security agreements covering personal and real property in ORS
79.0604;
(L) An assignment of a claim arising in tort, other than a
commercial tort claim, but ORS 79.0315 and 79.0322 apply with respect to
proceeds and priorities in proceeds; or
(m) An assignment, in a consumer transaction, of a deposit account
from which, under the terms of the account agreement, third party
payments may be made by means of a check, draft, negotiable order of
withdrawal or other order, but ORS 79.0315 and 79.0322 apply with respect
to proceeds and priorities in proceeds. [2001 c.445 §9] Security interests arising under ORS chapter 72
or 72A. A security interest arising under ORS 72.4010, 72.5050, 72.7110
(3) or 72A.5080 (5) is subject to this chapter. However, until the debtor
obtains possession of the goods:
(1) The security interest is enforceable, even if ORS 79.0203
(2)(c) has not been satisfied;
(2) Filing is not required to perfect the security interest;
(3) The rights of the secured party after default by the debtor are
governed by ORS chapter 72 or 72A; and
(4) The security interest has priority over a conflicting security
interest created by the debtor. [2001 c.445 §10]EFFECTIVENESS OF SECURITY AGREEMENT; ATTACHMENT OF SECURITY INTEREST;
RIGHTS OF PARTIES TO SECURITY AGREEMENT(Effectiveness and Attachment)General effectiveness of security agreement. (1)
Except as otherwise provided in the Uniform Commercial Code, a security
agreement is effective according to its terms between the parties,
against purchasers of the collateral, and against creditors.
(2) A transaction subject to this chapter is subject to any
applicable rule of law which establishes a different rule for consumers
and is also subject to ORS 83.510 to 83.680 on retail installment
contracts and ORS chapter 725 on small loans.
(3) In case of conflict between this chapter and a rule of law,
statute or rule described in subsection (2) of this section, the rule of
law, statute or rule controls. Failure to comply with a statute or rule
described in subsection (2) of this section has only the effect the
statute or rule specifies.
(4) This chapter does not:
(a) Validate any rate, charge, agreement or practice that violates
a rule of law, statute or regulation described in subsection (2) of this
section; or
(b) Extend the application of the rule of law, statute, or rule to
a transaction not otherwise subject to it. [2001 c.445 §11]Title to collateral immaterial. Except as
otherwise provided with respect to consignments or sales of accounts,
chattel paper, payment intangibles or promissory notes, the provisions of
this chapter with regard to rights and obligations apply whether title to
collateral is in the secured party or the debtor. [2001 c.445 §12] Attachment and enforceability of security
interest; proceeds; supporting obligations; formal requisites. (1) A
security interest attaches to collateral when it becomes enforceable
against the debtor with respect to the collateral, unless an agreement
expressly postpones the time of attachment.
(2) Except as otherwise provided in subsections (3) to (9) of this
section, a security interest is enforceable against the debtor and third
parties with respect to the collateral only if:
(a) Value has been given;
(b) The debtor has rights in the collateral or the power to
transfer rights in the collateral to a secured party; and
(c) One of the following conditions is met:
(A) The debtor has authenticated a security agreement that provides
a description of the collateral and, if the security interest covers
timber to be cut, a description of the land concerned;
(B) The collateral is not a certificated security and is in the
possession of the secured party under ORS 79.0313 pursuant to the
debtor’s security agreement;
(C) The collateral is a certificated security in registered form
and the security certificate has been delivered to the secured party
under ORS 78.3010 pursuant to the debtor’s security agreement; or
(D) The collateral is deposit accounts, electronic chattel paper,
investment property or letter-of-credit rights, and the secured party has
control under ORS 79.0104, 79.0105, 79.0106 or 79.0107 pursuant to the
debtor’s security agreement.
(3) Subsection (2) of this section is subject to ORS 74.2100 on the
security interest of a collecting bank, ORS 75.1180 on the security
interest of a letter-of-credit issuer or nominated person, ORS 79.0110 on
a security interest arising under ORS chapter 72 or 72A and ORS 79.0206
on security interests in investment property.
(4) A person becomes bound as debtor by a security agreement
entered into by another person if, by operation of law other than this
chapter or by contract:
(a) The security agreement becomes effective to create a security
interest in the person’s property; or
(b) The person becomes generally obligated for the obligations of
the other person, including the obligation secured under the security
agreement, and acquires or succeeds to all or substantially all of the
assets of the other person.
(5) If a new debtor becomes bound as debtor by a security agreement
entered into by another person:
(a) The agreement satisfies subsection (2)(c) of this section with
respect to existing or after-acquired property of the new debtor to the
extent the property is described in the agreement; and
(b) Another agreement is not necessary to make a security interest
in the property enforceable.
(6) The attachment of a security interest in collateral gives the
secured party the rights to proceeds provided by ORS 79.0315 and is also
attachment of a security interest in a supporting obligation for the
collateral.
(7) The attachment of a security interest in a right to payment or
performance secured by a security interest or other lien on personal or
real property is also attachment of a security interest in the security
interest, mortgage or other lien.
(8) The attachment of a security interest in a securities account
is also attachment of a security interest in the security entitlements
carried in the securities account.
(9) The attachment of a security interest in a commodity account is
also attachment of a security interest in the commodity contracts carried
in the commodity account. [2001 c.445 §13]After-acquired property; future advances. (1)
Except as otherwise provided in subsection (2) of this section, a
security agreement may create or provide for a security interest in
after-acquired collateral.
(2) A security interest does not attach under a term constituting
an after-acquired property clause to:
(a) Consumer goods, other than an accession when given as
additional security, unless the debtor acquires rights in them within 10
days after the secured party gives value; or
(b) A commercial tort claim.
(3) A security agreement may provide that collateral secures, or
that accounts, chattel paper, payment intangibles or promissory notes are
sold in connection with, future advances or other value, whether or not
the advances or value are given pursuant to commitment. [2001 c.445 §14]Use or disposition of collateral permissible.
(1) A security interest is not invalid or fraudulent against creditors
solely because:
(a) The debtor has the right or ability to:
(A) Use, commingle or dispose of all or part of the collateral,
including returned or repossessed goods;
(B) Collect, compromise, enforce or otherwise deal with collateral;
(C) Accept the return of collateral or make repossessions; or
(D) Use, commingle or dispose of proceeds; or
(b) The secured party fails to require the debtor to account for
proceeds or replace collateral.
(2) This section does not relax the requirements of possession if
attachment, perfection or enforcement of a security interest depends upon
possession of the collateral by the secured party. [2001 c.445 §15] Security interest arising in purchase or
delivery of financial asset. (1) A security interest in favor of a
securities intermediary attaches to a person’s security entitlement if:
(a) The person buys a financial asset through the securities
intermediary in a transaction in which the person is obligated to pay the
purchase price to the securities intermediary at the time of the
purchase; and
(b) The securities intermediary credits the financial asset to the
buyer’s securities account before the buyer pays the securities
intermediary.
(2) The security interest described in subsection (1) of this
section secures the person’s obligation to pay for the financial asset.
(3) A security interest in favor of a person that delivers a
certificated security or other financial asset represented by a writing
attaches to the security or other financial asset if:
(a) The security or other financial asset:
(A) In the ordinary course of business is transferred by delivery
with any necessary indorsement or assignment; and
(B) Is delivered under an agreement between persons in the business
of dealing with such securities or financial assets; and
(b) The agreement calls for delivery against payment.
(4) The security interest described in subsection (3) of this
section secures the obligation to make payment for the delivery. [2001
c.445 §16](Rights and Duties) Rights and duties of secured party having
possession or control of collateral. (1) Except as otherwise provided in
subsection (4) of this section, a secured party shall use reasonable care
in the custody and preservation of collateral in the secured party’s
possession. In the case of chattel paper or an instrument, reasonable
care includes taking necessary steps to preserve rights against prior
parties unless otherwise agreed.
(2) Except as otherwise provided in subsection (4) of this section,
if a secured party has possession of collateral:
(a) Reasonable expenses, including the cost of insurance and
payment of taxes or other charges, incurred in the custody, preservation,
use or operation of the collateral are chargeable to the debtor and are
secured by the collateral;
(b) The risk of accidental loss or damage is on the debtor to the
extent of a deficiency in any effective insurance coverage;
(c) The secured party shall keep the collateral identifiable, but
fungible collateral may be commingled; and
(d) The secured party may use or operate the collateral:
(A) For the purpose of preserving the collateral or its value;
(B) As permitted by an order of a court having competent
jurisdiction; or
(C) Except in the case of consumer goods, in the manner and to the
extent agreed by the debtor.
(3) Except as otherwise provided in subsection (4) of this section,
a secured party having possession of collateral or control of collateral
under ORS 79.0104, 79.0105, 79.0106 or 79.0107:
(a) May hold as additional security any proceeds, except money or
funds, received from the collateral;
(b) Shall apply money or funds received from the collateral to
reduce the secured obligation, unless remitted to the debtor; and
(c) May create a security interest in the collateral.
(4) If the secured party is a buyer of accounts, chattel paper,
payment intangibles or promissory notes or a consignor:
(a) Subsection (1) of this section does not apply unless the
secured party is entitled under an agreement:
(A) To charge back uncollected collateral; or
(B) Otherwise to full or limited recourse against the debtor or a
secondary obligor based on the nonpayment or other default of an account
debtor or other obligor on the collateral; and
(b) Subsections (2) and (3) of this section do not apply. [2001
c.445 §17] Additional duties of secured party having
control of collateral. (1) This section applies to cases in which there
is no outstanding secured obligation and the secured party is not
committed to make advances, incur obligations or otherwise give value.
(2) Within 10 days after receiving an authenticated demand by the
debtor:
(a) A secured party having control of a deposit account under ORS
79.0104 (1)(b) shall send to the bank with which the deposit account is
maintained an authenticated statement that releases the bank from any
further obligation to comply with instructions originated by the secured
party;
(b) A secured party having control of a deposit account under ORS
79.0104 (1)(c) shall:
(A) Pay the debtor the balance on deposit in the deposit account; or
(B) Transfer the balance on deposit into a deposit account in the
debtor’s name;
(c) A secured party, other than a buyer, having control of
electronic chattel paper under ORS 79.0105 shall:
(A) Communicate the authoritative copy of the electronic chattel
paper to the debtor or its designated custodian;
(B) If the debtor designates a custodian that is the designated
custodian with which the authoritative copy of the electronic chattel
paper is maintained for the secured party, communicate to the custodian
an authenticated record releasing the designated custodian from any
further obligation to comply with instructions originated by the secured
party and instructing the custodian to comply with instructions
originated by the debtor; and
(C) Take appropriate action to enable the debtor or its designated
custodian to make copies of or revisions to the authoritative copy which
add or change an identified assignee of the authoritative copy without
the consent of the secured party;
(d) A secured party having control of investment property under ORS
78.1060 (4)(b) or 79.0106 (2) shall send to the securities intermediary
or commodity intermediary with which the security entitlement or
commodity contract is maintained an authenticated record that releases
the securities intermediary or commodity intermediary from any further
obligation to comply with entitlement orders or directions originated by
the secured party; and
(e) A secured party having control of a letter-of-credit right
under ORS 79.0107 shall send to each person having an unfulfilled
obligation to pay or deliver proceeds of the letter of credit to the
secured party an authenticated release from any further obligation to pay
or deliver proceeds of the letter of credit to the secured party. [2001
c.445 §18] Duties of secured party if account debtor has
been notified of assignment. (1) Except as otherwise provided in
subsection (3) of this section, this section applies if:
(a) There is no outstanding secured obligation; and
(b) The secured party is not committed to make advances, incur
obligations, or otherwise give value.
(2) Within 10 days after receiving an authenticated demand by the
debtor, a secured party shall send to an account debtor that has received
notification of an assignment to the secured party as assignee under ORS
79.0406 (1) an authenticated record that releases the account debtor from
any further obligation to the secured party.
(3) This section does not apply to an assignment constituting the
sale of an account, chattel paper or payment intangible. [2001 c.445 §19] Request for accounting; request regarding list
of collateral or statement of account. (1) As used in this section:
(a) “Request” means a record of a type described in paragraph (b),
(c) or (d) of this subsection.
(b) “Request for an accounting” means a record authenticated by a
debtor requesting that the recipient provide an accounting of the unpaid
obligations secured by collateral and reasonably identifying the
transaction or relationship that is the subject of the request.
(c) “Request regarding a list of collateral” means a record
authenticated by a debtor requesting that the recipient approve or
correct a list of what the debtor believes to be the collateral securing
an obligation and reasonably identifying the transaction or relationship
that is the subject of the request.
(d) “Request regarding a statement of account” means a record
authenticated by a debtor requesting that the recipient approve or
correct a statement indicating what the debtor believes to be the
aggregate amount of unpaid obligations secured by collateral as of a
specified date and reasonably identifying the transaction or relationship
that is the subject of the request.
(2) Subject to subsections (3), (4), (5) and (6) of this section, a
secured party, other than a buyer of accounts, chattel paper, payment
intangibles or promissory notes or a consignor, shall comply with a
request within 14 days after receipt:
(a) In the case of a request for an accounting, by authenticating
and sending to the debtor an accounting; and
(b) In the case of a request regarding a list of collateral or a
request regarding a statement of account, by authenticating and sending
to the debtor an approval or correction.
(3) A secured party that claims a security interest in all of a
particular type of collateral owned by the debtor may comply with a
request regarding a list of collateral by sending to the debtor an
authenticated record including a statement to that effect within 14 days
after receipt.
(4) A person that receives a request regarding a list of
collateral, claims no interest in the collateral when it receives the
request, and claimed an interest in the collateral at an earlier time
shall comply with the request within 14 days after receipt by sending to
the debtor an authenticated record:
(a) Disclaiming any interest in the collateral; and
(b) If known to the recipient, providing the name and mailing
address of any assignee of or successor to the recipient’s interest in
the collateral.
(5) A person that receives a request for an accounting or a request
regarding a statement of account, claims no interest in the obligations
when it receives the request, and claimed an interest in the obligations
at an earlier time shall comply with the request within 14 days after
receipt by sending to the debtor an authenticated record:
(a) Disclaiming any interest in the obligations; and
(b) If known to the recipient, providing the name and mailing
address of any assignee of or successor to the recipient’s interest in
the obligations.
(6) A debtor is entitled without charge to one response to a
request under this section during any six-month period. The secured party
may require payment of a charge not exceeding $25 for each additional
response. [2001 c.445 §20]PERFECTION AND PRIORITY(Law Governing Perfection and Priority) Law governing perfection and priority of
security interests. Except as otherwise provided in ORS 79.0303 to
79.0306, the following rules determine the law governing perfection, the
effect of perfection or nonperfection and the priority of a security
interest in collateral:
(1) Except as otherwise provided in this section, while a debtor is
located in a jurisdiction, the local law of that jurisdiction governs
perfection, the effect of perfection or nonperfection and the priority of
a security interest in collateral.
(2) While collateral is located in a jurisdiction, the local law of
that jurisdiction governs perfection, the effect of perfection or
nonperfection, and the priority of a possessory security interest in that
collateral.
(3) Except as otherwise provided in subsection (4) of this section,
while negotiable documents, goods, instruments, money or tangible chattel
paper is located in a jurisdiction, the local law of that jurisdiction
governs:
(a) Perfection of a security interest in the goods by filing a
fixture filing;
(b) Perfection of a security interest in timber to be cut; and
(c) The effect of perfection or nonperfection and the priority of a
nonpossessory security interest in the collateral.
(4) The local law of the jurisdiction in which the wellhead or
minehead is located governs perfection, the effect of perfection or
nonperfection and the priority of a security interest in as-extracted
collateral. [2001 c.445 §21] Law governing perfection and priority of
agricultural liens. While farm products are located in a jurisdiction,
the local law of that jurisdiction governs perfection, the effect of
perfection or nonperfection and the priority of an agricultural lien on
the farm products. [2001 c.445 §22] Law governing perfection and priority of
security interests in goods covered by a certificate of title. (1) This
section applies to goods covered by a certificate of title, even if there
is no other relationship between the jurisdiction under whose certificate
of title the goods are covered and the goods or the debtor.
(2) Goods become covered by a certificate of title when a valid
application for the certificate of title and the applicable fee are
delivered to the appropriate authority. Goods cease to be covered by a
certificate of title at the earlier of the time the certificate of title
ceases to be effective under the law of the issuing jurisdiction or the
time the goods become covered subsequently by a certificate of title
issued by another jurisdiction.
(3) The local law of the jurisdiction under whose certificate of
title the goods are covered governs perfection, the effect of perfection
or nonperfection, and the priority of a security interest in goods
covered by a certificate of title from the time the goods become covered
by the certificate of title until the goods cease to be covered by the
certificate of title. [2001 c.445 §23] Law governing perfection and priority of
security interests in deposit accounts. (1) The local law of a bank’s
jurisdiction governs perfection, the effect of perfection or
nonperfection and the priority of a security interest in a deposit
account maintained with that bank.
(2) The following rules determine a bank’s jurisdiction for
purposes of ORS 79.0301 to 79.0342:
(a) If an agreement between the bank and the debtor governing the
deposit account expressly provides that a particular jurisdiction is the
bank’s jurisdiction for purposes of ORS 79.0301 to 79.0342, this chapter
or the Uniform Commercial Code, that jurisdiction is the bank’s
jurisdiction.
(b) If paragraph (a) of this subsection does not apply and an
agreement between the bank and its customer governing the deposit account
expressly provides that the agreement is governed by the law of a
particular jurisdiction, that jurisdiction is the bank’s jurisdiction.
(c) If neither paragraph (a) nor paragraph (b) of this subsection
applies and an agreement between the bank and its customer governing the
deposit account expressly provides that the deposit account is maintained
at an office in a particular jurisdiction, that jurisdiction is the
bank’s jurisdiction.
(d) If paragraphs (a) to (c) of this subsection do not apply, the
bank’s jurisdiction is the jurisdiction in which the office identified in
an account statement as the office serving the customer’s account is
located.
(e) If paragraphs (a) to (d) of this subsection do not apply, the
bank’s jurisdiction is the jurisdiction in which the chief executive
office of the bank is located. [2001 c.445 §24] Law governing perfection and priority of
security interests in investment property. (1) Except as otherwise
provided in subsection (3) of this section, the following rules apply:
(a) While a security certificate is located in a jurisdiction, the
local law of that jurisdiction governs perfection, the effect of
perfection or nonperfection and the priority of a security interest in
the certificated security represented thereby.
(b) The local law of the issuer’s jurisdiction as specified in ORS
78.1100 (4) governs perfection, the effect of perfection or nonperfection
and the priority of a security interest in an uncertificated security.
(c) The local law of the securities intermediary’s jurisdiction as
specified in ORS 78.1100 (5) governs perfection, the effect of perfection
or nonperfection and the priority of a security interest in a security
entitlement or securities account.
(d) The local law of the commodity intermediary’s jurisdiction
governs perfection, the effect of perfection or nonperfection and the
priority of a security interest in a commodity contract or commodity
account.
(2) The following rules determine a commodity intermediary’s
jurisdiction for purposes of ORS 79.0301 to 79.0342:
(a) If an agreement between the commodity intermediary and
commodity customer governing the commodity account expressly provides
that a particular jurisdiction is the commodity intermediary’s
jurisdiction for purposes of ORS 79.0301 to 79.0342, this chapter or the
Uniform Commercial Code, that jurisdiction is the commodity
intermediary’s jurisdiction.
(b) If paragraph (a) of this subsection does not apply and an
agreement between the commodity intermediary and commodity customer
governing the commodity account expressly provides that the agreement is
governed by the law of a particular jurisdiction, that jurisdiction is
the commodity intermediary’s jurisdiction.
(c) If neither paragraph (a) nor paragraph (b) of this subsection
applies and an agreement between the commodity intermediary and commodity
customer governing the commodity account expressly provides that the
commodity account is maintained at an office in a particular
jurisdiction, that jurisdiction is the commodity intermediary’s
jurisdiction.
(d) If paragraphs (a) to (c) of this subsection do not apply, the
commodity intermediary’s jurisdiction is the jurisdiction in which the
office identified in an account statement as the office serving the
commodity customer’s account is located.
(e) If paragraphs (a) to (d) of this subsection do not apply, the
commodity intermediary’s jurisdiction is the jurisdiction in which the
chief executive office of the commodity intermediary is located.
(3) The local law of the jurisdiction in which the debtor is
located governs:
(a) Perfection of a security interest in investment property by
filing;
(b) Automatic perfection of a security interest in investment
property created by a broker or securities intermediary; and
(c) Automatic perfection of a security interest in a commodity
contract or commodity account created by a commodity intermediary. [2001
c.445 §25] Law governing perfection and priority of
security interests in letter-of-credit rights. (1) Subject to subsection
(3) of this section, the local law of the issuer’s jurisdiction or a
nominated person’s jurisdiction governs perfection, the effect of
perfection or nonperfection and the priority of a security interest in a
letter-of-credit right if the issuer’s jurisdiction or nominated person’s
jurisdiction is a state.
(2) For purposes of ORS 79.0301 to 79.0342, an issuer’s
jurisdiction or nominated person’s jurisdiction is the jurisdiction whose
law governs the liability of the issuer or nominated person with respect
to the letter-of-credit right as provided in ORS 75.1160.
(3) This section does not apply to a security interest that is
perfected only under ORS 79.0308 (4). [2001 c.445 §26]Location of debtor. (1) As used in this section,
“place of business” means a place where a debtor conducts its affairs.
(2) Except as otherwise provided in this section, the following
rules determine a debtor’s location:
(a) A debtor who is an individual is located at the individual’s
principal residence.
(b) A debtor that is an organization and has only one place of
business is located at its place of business.
(c) A debtor that is an organization and has more than one place of
business is located at its chief executive office.
(3) Subsection (2) 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
subsection (2) of this section does not apply, the debtor is located in
the District of Columbia.
(4) A person that ceases to exist, have a residence or have a place
of business continues to be located in the jurisdiction specified by
subsections (2) and (3) of this section.
(5) A registered organization that is organized under the law of a
state is located in that state.
(6) Except as otherwise provided in subsection (9) 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:
(a) In the state that the law of the United States designates, if
the law designates a state of location;
(b) 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; or
(c) In the District of Columbia, if neither paragraph (a) nor
paragraph (b) of this subsection applies.
(7) A registered organization continues to be located in the
jurisdiction specified by subsection (5) or (6) of this section
notwithstanding:
(a) The suspension, revocation, forfeiture or lapse of the
registered organization’s status as such in its jurisdiction of
organization; or
(b) The dissolution, winding up or cancellation of the existence of
the registered organization.
(8) The United States is located in the District of Columbia.
(9) 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.
(10) A foreign air carrier under the Federal Aviation Act of 1958,
as amended, is located at the designated office of the agent upon which
service of process may be made on behalf of the carrier.
(11) This section applies only for purposes of ORS 79.0301 to
79.0342. [2001 c.445 §27](Perfection) When security interest or agricultural lien is
perfected; continuity of perfection. (1) Except as otherwise provided in
this section and ORS 79.0309, a security interest is perfected if it has
attached and all of the applicable requirements for perfection in ORS
79.0310 to 79.0316 have been satisfied. A security interest is perfected
when it attaches if the applicable requirements are satisfied before the
security interest attaches.
(2) An agricultural lien is perfected if it has become effective
and all of the applicable requirements for perfection in ORS 79.0310 have
been satisfied. An agricultural lien is perfected when it becomes
effective if the applicable requirements are satisfied before the
agricultural lien becomes effective.
(3) A security interest or agricultural lien is perfected
continuously if it is originally perfected by one method under this
chapter and is later perfected by another method under this chapter,
without an intermediate period when it was unperfected.
(4) Perfection of a security interest in collateral also perfects a
security interest in a supporting obligation for the collateral.
(5) Perfection of a security interest in a right to payment or
performance also perfects a security interest in a security interest,
mortgage or other lien on personal or real property securing the right.
(6) Perfection of a security interest in a securities account also
perfects a security interest in the security entitlements carried in the
securities account.
(7) Perfection of a security interest in a commodity account also
perfects a security interest in the commodity contracts carried in the
commodity account. [2001 c.445 §28]Security interest perfected upon attachment. The
following security interests are perfected when they attach:
(1) A purchase-money security interest in consumer goods, except as
otherwise provided in ORS 79.0311 (2) with respect to consumer goods that
are subject to a statute or treaty described in ORS 79.0311 (1);
(2) An assignment of accounts or payment intangibles which does not
by itself or in conjunction with other assignments to the same assignee
transfer a significant part of the assignor’s outstanding accounts or
payment intangibles;
(3) A sale of a payment intangible;
(4) A sale of a promissory note;
(5) A security interest created by the assignment of a
health-care-insurance receivable to the provider of the health-care goods
or services;
(6) A security interest arising under ORS 72.4010, 72.5050, 72.7110
(3), or 72A.5080 (5), until the debtor obtains possession of the
collateral;
(7) A security interest of a collecting bank arising under ORS
74.2100;
(8) A security interest of an issuer or nominated person arising
under ORS 75.1180;
(9) A security interest arising in the delivery of a financial
asset under ORS 79.0206 (3);
(10) A security interest in investment property created by a broker
or securities intermediary;
(11) A security interest in a commodity contract or a commodity
account created by a commodity intermediary;
(12) An assignment for the benefit of all creditors of the
transferor and subsequent transfers by the assignee thereunder; and
(13) A security interest created by an assignment of a beneficial
interest in a decedent’s estate. [2001 c.445 §29] When filing required to perfect security
interest or agricultural lien; security interests and agricultural liens
to which filing provisions do not apply. (1) Except as otherwise provided
in subsection (2) of this section and ORS 79.0312 (2), a financing
statement must be filed to perfect all security interests and
agricultural liens.
(2) The filing of a financing statement is not necessary to perfect
a security interest:
(a) That is perfected under ORS 79.0308 (4), (5), (6) or (7);
(b) That is perfected under ORS 79.0309 when it attaches;
(c) In property subject to a statute, regulation or treaty
described in ORS 79.0311 (1);
(d) In goods in possession of a bailee that are perfected under ORS
79.0312 (4)(a) or (b);
(e) In certificated securities, documents, goods or instruments
that are perfected without filing or possession under ORS 79.0312 (5),
(6) or (7);
(f) In collateral in the secured party’s possession under ORS
79.0313;
(g) In a certificated security which is perfected by delivery of
the security certificate to the secured party under ORS 79.0313;
(h) In deposit accounts, electronic chattel paper, investment
property or letter-of-credit rights that are perfected by control under
ORS 79.0314;
(i) In proceeds that are perfected under ORS 79.0315; or
(j) That are perfected under ORS 79.0316.
(3) If a secured party assigns a perfected security interest or
agricultural lien, a filing under this chapter is not required to
continue the perfected status of the security interest against creditors
of and transferees from the original debtor. [2001 c.445 §30] Perfection of security interests in property
subject to certain statutes, regulations and treaties. (1) Except as
otherwise provided in subsection (4) of this section, the filing of a
financing statement is not necessary or effective to perfect a security
interest in property subject to:
(a) 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 ORS 79.0310 (1);
(b) ORS chapter 830 and the Oregon Vehicle Code;
(c) A certificate-of-title statute of another jurisdiction which
provides for a security interest 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 property; or
(d) ORS 446.611 (1).
(2) Compliance with the requirements of a statute, regulation or
treaty described in subsection (1) 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
subsection (4) of this section and ORS 79.0313, 79.0316 (4) and (5) and
79.0334 for goods covered by a certificate of title or for a manufactured
structure, a security interest in property subject to a statute,
regulation or treaty described in subsection (1) 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.
(3) Except as otherwise provided in subsection (4) of this section
and ORS 79.0316 (4) and (5), duration and renewal of perfection of a
security interest perfected by compliance with the requirements
prescribed by a statute, regulation or treaty described in subsection (1)
of this section are governed by the statute, regulation or treaty. In
other respects, the security interest is subject to this chapter.
(4) During any period in which collateral subject to a statute
specified in subsection (1)(b) or (d) 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. [2001 c.445 §31; 2003 c.655 §50] Perfection of security interests in chattel
paper, deposit accounts, documents, goods covered by documents,
instruments, investment property, letter-of-credit rights and money;
perfection by permissive filing; temporary perfection without filing or
transfer of possession. (1) A security interest in chattel paper,
negotiable documents, instruments or investment property may be perfected
by filing. Except for goods in which filing is not necessary or effective
to perfect a security interest under this chapter, a security interest in
goods may be perfected by filing.
(2) Except as otherwise provided in ORS 79.0315 (3) and (4) for
proceeds:
(a) A security interest in a deposit account may be perfected only
by control under ORS 79.0314;
(b) And except as otherwise provided in ORS 79.0308 (4), a security
interest in a letter-of-credit right may be perfected only by control
under ORS 79.0314; and
(c) A security interest in money may be perfected only by the
secured party’s taking possession under ORS 79.0313.
(3) While goods are in the possession of a bailee that has issued a
negotiable document covering the goods:
(a) A security interest in the goods may be perfected by perfecting
a security interest in the document; and
(b) A security interest perfected in the document has priority over
any security interest that becomes perfected in the goods by another
method during that time.
(4) While goods are in the possession of a bailee that has issued a
nonnegotiable document covering the goods, a security interest in the
goods may be perfected by:
(a) Issuance of a document in the name of the secured party;
(b) The bailee’s receipt of notification of the secured party’s
interest; or
(c) Filing as to the goods.
(5) A security interest in certificated securities, negotiable
documents or instruments is perfected without filing or the taking of
possession for a period of 20 days from the time it attaches to the
extent that it arises for new value given under an authenticated security
agreement.
(6) A perfected security interest in a negotiable document or goods
in possession of a bailee, other than one that has issued a negotiable
document for the goods, remains perfected for 20 days without filing if
the secured party makes available to the debtor the goods or documents
representing the goods for the purpose of:
(a) Ultimate sale or exchange; or
(b) Loading, unloading, storing, shipping, transshipping,
manufacturing, processing or otherwise dealing with them in a manner
preliminary to their sale or exchange.
(7) A perfected security interest in a certificated security or
instrument remains perfected for 20 days without filing if the secured
party delivers the security certificate or instrument to the debtor for
the purpose of:
(a) Ultimate sale or exchange; or
(b) Presentation, collection, enforcement, renewal or registration
of transfer.
(8) After the 20-day period specified in subsection (5), (6) or (7)
of this section expires, perfection depends upon compliance with this
chapter. [2001 c.445 §32] When possession by or delivery to secured party
perfects security interest without filing. (1) Except as otherwise
provided in subsection (2) of this section, a secured party may perfect a
security interest in negotiable documents, goods, instruments, money or
tangible chattel paper by taking possession of the collateral. A secured
party may perfect a security interest in certificated securities by
taking delivery of the certificated securities under ORS 78.3010.
(2) With respect to goods that are covered by a certificate of
title issued by this state or that are manufactured structures, a secured
party may perfect a security interest in the goods by taking possession
of the goods only in the circumstances described in ORS 79.0316 (5).
(3) With respect to collateral other than certificated securities
and goods covered by a document, a secured party takes possession of
collateral in the possession of a person other than the debtor, the
secured party or a lessee of the collateral from the debtor in the
ordinary course of the debtor’s business, when:
(a) The person in possession authenticates a record acknowledging
that it holds possession of the collateral for the secured party’s
benefit; or
(b) The person takes possession of the collateral after having
authenticated a record acknowledging that it will hold possession of
collateral for the secured party’s benefit.
(4) If perfection of a security interest depends upon possession of
the collateral by a secured party, perfection occurs no earlier than the
time the secured party takes possession and continues only while the
secured party retains possession.
(5) A security interest in a certificated security in registered
form is perfected by delivery when delivery of the certificated security
occurs under ORS 78.3010 and remains perfected by delivery until the
debtor obtains possession of the security certificate.
(6) A person in possession of collateral is not required to
acknowledge that it holds possession for a secured party’s benefit.
(7) If a person acknowledges that it holds possession for the
secured party’s benefit:
(a) The acknowledgment is effective under subsection (3) of this
section or ORS 78.3010 (1), even if the acknowledgment violates the
rights of a debtor; and
(b) Unless the person otherwise agrees or law other than this
chapter otherwise provides, the person does not owe any duty to the
secured party and is not required to confirm the acknowledgment to
another person.
(8) A secured party having possession of collateral does not
relinquish possession by delivering the collateral to a person other than
the debtor or a lessee of the collateral from the debtor in the ordinary
course of the debtor’s business if the person was instructed before the
delivery or is instructed contemporaneously with the delivery:
(a) To hold possession of the collateral for the secured party’s
benefit; or
(b) To redeliver the collateral to the secured party.
(9) A secured party does not relinquish possession, even if a
delivery under subsection (8) of this section violates the rights of a
debtor. A person to which collateral is delivered under subsection (8) of
this section does not owe any duty to the secured party and is not
required to confirm the delivery to another person unless the person
otherwise agrees or law other than this chapter otherwise provides. [2001
c.445 §33; 2003 c.655 §51]Perfection by control. (1) A security interest
in investment property, deposit accounts, letter-of-credit rights or
electronic chattel paper may be perfected by control of the collateral
under ORS 79.0104, 79.0105, 79.0106 or 79.0107.
(2) A security interest in deposit accounts, electronic chattel
paper or letter-of-credit rights is perfected by control under ORS
79.0104, 79.0105 or 79.0107 when the secured party obtains control and
remains perfected by control only while the secured party retains control.
(3) A security interest in investment property is perfected by
control under ORS 79.0106 from the time the secured party obtains control
and remains perfected by control until:
(a) The secured party does not have control; and
(b) One of the following occurs:
(A) If the collateral is a certificated security, the debtor has or
acquires possession of the security certificate;
(B) If the collateral is an uncertificated security, the issuer has
registered or registers the debtor as the registered owner; or
(C) If the collateral is a security entitlement, the debtor is or
becomes the entitlement holder. [2001 c.445 §34] Secured party’s rights on disposition of
collateral and in proceeds. (1) Except as otherwise provided in this
chapter and in ORS 72.4030 (2):
(a) A security interest or agricultural lien continues in
collateral notwithstanding sale, lease, license, exchange or other
disposition thereof unless the secured party authorized the disposition
free of the security interest or agricultural lien; and
(b) A security interest attaches to any identifiable proceeds of
collateral.
(2) Proceeds that are commingled with other property are
identifiable proceeds:
(a) If the proceeds are goods, to the extent provided by ORS
79.0336; and
(b) If the proceeds are not goods, to the extent that the secured
party identifies the proceeds by a method of tracing, including
application of equitable principles, that is permitted under law other
than this chapter with respect to commingled property of the type
involved.
(3) A security interest in proceeds is a perfected security
interest if the security interest in the original collateral was
perfected.
(4) A perfected security interest in proceeds becomes unperfected
on the 21st day after the security interest attaches to the proceeds
unless:
(a) The following conditions are satisfied:
(A) A filed financing statement covers the original collateral;
(B) The proceeds are collateral in which a security interest may be
perfected by filing in the office in which the financing statement has
been filed; and
(C) The proceeds are not acquired with cash proceeds;
(b) The proceeds are identifiable cash proceeds; or
(c) The security interest in the proceeds is perfected other than
under subsection (3) of this section when the security interest attaches
to the proceeds or within 20 days thereafter.
(5) If a filed financing statement covers the original collateral,
a security interest in proceeds which remains perfected under subsection
(4)(a) of this section becomes unperfected at the later of:
(a) When the effectiveness of the filed financing statement lapses
under ORS 79.0515 or is terminated under ORS 79.0513; or
(b) The 21st day after the security interest attaches to the
proceeds. [2001 c.445 §35; 2003 c.14 §26] Continued perfection of security interest
following change in governing law. (1) A security interest perfected
pursuant to the law of the jurisdiction designated in ORS 79.0301 (1) or
79.0305 (3) remains perfected until the earliest of:
(a) The time perfection would have ceased under the law of that
jurisdiction;
(b) The expiration of four months after a change of the debtor’s
location to another jurisdiction; or
(c) The expiration of one year after a transfer of collateral to a
person that thereby becomes a debtor and is located in another
jurisdiction.
(2) If a security interest described in subsection (1) of this
section becomes perfected under the law of the other jurisdiction before
the earliest time or event described in that subsection, it remains
perfected thereafter. If the security interest does not become perfected
under the law of the other jurisdiction before the earliest time or
event, it becomes unperfected and is deemed never to have been perfected
as against a purchaser of the collateral for value.
(3) A possessory security interest in collateral, other than goods
covered by a certificate of title, a manufactured structure or
as-extracted collateral consisting of goods, remains continuously
perfected if:
(a) The collateral is located in one jurisdiction and subject to a
security interest perfected under the law of that jurisdiction;
(b) Thereafter the collateral is brought into another jurisdiction;
and
(c) Upon entry into the other jurisdiction, the security interest
is perfected under the law of the other jurisdiction.
(4) Except as otherwise provided in subsection (5) of this section,
a security interest in goods covered by a certificate of title or in a
manufactured structure that is perfected by any method under the law of
another jurisdiction when the goods become covered by a certificate of
title or a manufactured structure ownership document or deed record in
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.
(5) A security interest described in subsection (4) 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 ORS 79.0311
(2) or 79.0313 are not satisfied before the earlier of:
(a) 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 or a manufactured structure ownership document
or deed record in this state; or
(b) The expiration of four months after the goods had become so
covered.
(6) A security interest in deposit accounts, letter-of-credit
rights or investment property which 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:
(a) The time the security interest would have become unperfected
under the law of that jurisdiction; or
(b) The expiration of four months after a change of the applicable
jurisdiction to another jurisdiction.
(7) If a security interest described in subsection (6) 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 subsection
(6) of this section, 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. [2001 c.445 §36; 2003
c.655 §52](Priority) Interests that take priority over or take free
of security interest or agricultural lien. (1) A security interest or
agricultural lien is subordinate to the rights of:
(a) A person entitled to priority under ORS 79.0322; and
(b) Except as otherwise provided in subsection (5) of this section,
a person that 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 ORS 79.0203 (2)(c) is met
and a financing statement covering the collateral is filed.
(2) Except as otherwise provided in subsection (5) of this section,
a buyer, other than a secured party, of tangible chattel paper,
documents, goods, instruments or a 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.
(3) Except as otherwise provided in subsection (5) 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.
(4) A licensee of a general intangible or a buyer, other than a
secured party, of accounts, electronic chattel paper, general intangibles
or investment property other than 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.
(5) Except as otherwise provided in ORS 79.0320 and 79.0321, if a
person files a financing statement with respect to a purchase-money
security interest before or within 20 days after the debtor receives
delivery of the collateral, the security interest takes priority over the
rights of a buyer, lessee or lien creditor which arise between the time
the security interest attaches and the time of filing. [2001 c.445 §37] No interest retained in right to payment that is
sold; rights and title of seller of account or chattel paper with respect
to creditors and purchasers. (1) A debtor that has sold an account,
chattel paper, payment intangible or promissory note does not retain a
legal or equitable interest in the collateral sold.
(2) For purposes of determining the rights of creditors of, and
purchasers for value of an account or chattel paper from, a debtor that
has sold an account or chattel paper, while the buyer’s security interest
is unperfected, the debtor is deemed to have rights and title to the
account or chattel paper identical to those the debtor sold. [2001 c.445
§38]
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