Chapter 79 — Secured Transactions

2011 EDITION

SECURED TRANSACTIONS

COMMERCIAL TRANSACTIONS

GENERAL PROVISIONS

(Short Title, Definitions and General Concepts)

79.0101 UCC 9-101. Short title

79.0102 UCC 9-102. Definitions and index of definitions

79.0103 UCC 9-103. Purchase-money security interest; application of payments; burden of establishing

79.0104 UCC 9-104. Control of deposit account

79.0105 UCC 9-105. Control of electronic chattel paper

79.0106 UCC 9-106. Control of investment property

79.0107 UCC 9-107. Control of letter-of-credit right

79.0108 UCC 9-108. Sufficiency of description

(Applicability of Chapter)

79.0109 UCC 9-109. Scope

79.0110 UCC 9-110. Security interests arising under ORS chapter 72 or 72A

EFFECTIVENESS OF SECURITY AGREEMENT; ATTACHMENT OF SECURITY INTEREST; RIGHTS OF PARTIES TO SECURITY AGREEMENT

(Effectiveness and Attachment)

79.0201 UCC 9-201. General effectiveness of security agreement

79.0202 UCC 9-202. Title to collateral immaterial

79.0203 UCC 9-203. Attachment and enforceability of security interest; proceeds; supporting obligations; formal requisites

79.0204 UCC 9-204. After-acquired property; future advances

79.0205 UCC 9-205. Use or disposition of collateral permissible

79.0206 UCC 9-206. Security interest arising in purchase or delivery of financial asset

(Rights and Duties)

79.0207 UCC 9-207. Rights and duties of secured party having possession or control of collateral

79.0208 UCC 9-208. Additional duties of secured party having control of collateral

79.0209 UCC 9-209. Duties of secured party if account debtor has been notified of assignment

79.0210 UCC 9-210. Request for accounting; request regarding list of collateral or statement of account

PERFECTION AND PRIORITY

(Law Governing Perfection and Priority)

79.0301 UCC 9-301. Law governing perfection and priority of security interests

79.0302 UCC 9-302. Law governing perfection and priority of agricultural liens

79.0303 UCC 9-303. Law governing perfection and priority of security interests in goods covered by a certificate of title

79.0304 UCC 9-304. Law governing perfection and priority of security interests in deposit accounts

79.0305 UCC 9-305. Law governing perfection and priority of security interests in investment property

79.0306 UCC 9-306. Law governing perfection and priority of security interests in letter-of-credit rights

79.0307 UCC 9-307. Location of debtor

(Perfection)

79.0308 UCC 9-308. When security interest or agricultural lien is perfected; continuity of perfection

79.0309 UCC 9-309. Security interest perfected upon attachment

79.0310 UCC 9-310. When filing required to perfect security interest or agricultural lien; security interests and agricultural liens to which filing provisions do not apply

79.0311 UCC 9-311. Perfection of security interests in property subject to certain statutes, regulations and treaties

79.0313 UCC 9-313. When possession by or delivery to secured party perfects security interest without filing

79.0314 UCC 9-314. Perfection by control

79.0315 UCC 9-315. Secured party’s rights on disposition of collateral and in proceeds

79.0316 UCC 9-316. Continued perfection of security interest following change in governing law

(Priority)

79.0317 UCC 9-317. Interests that take priority over or take free of security interest or agricultural lien

79.0318 UCC 9-318. 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

79.0319 UCC 9-319. Rights and title of consignee with respect to creditors and purchasers

79.0320 UCC 9-320. Buyer of goods

79.0321 UCC 9-321. Licensee of general intangible and lessee of goods in ordinary course of business

79.0322 UCC 9-322. Priorities among conflicting security interests in and agricultural liens on same collateral

79.0323 UCC 9-323. Future advances

79.0324 UCC 9-324. Priority of purchase-money security interests

79.0325 UCC 9-325. Priority of security interests in transferred collateral

79.0326 UCC 9-326. Priority of security interests created by new debtor

79.0327 UCC 9-327. Priority of security interests in deposit account

79.0328 UCC 9-328. Priority of security interests in investment property

79.0329 UCC 9-329. Priority of security interests in letter-of-credit right

79.0330 UCC 9-330. Priority of purchaser of chattel paper or instrument

79.0331 UCC 9-331. 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

79.0332 UCC 9-332. Transfer of money; transfer of funds from deposit account

79.0333 UCC 9-333. Priority of certain liens arising by operation of law

79.0334 UCC 9-334. Priority of security interests in fixtures and crops

79.0335 UCC 9-335. Accessions

79.0336 UCC 9-336. Commingled goods

79.0337 UCC 9-337. Priority of security interests in goods covered by certificate of title

79.0338 UCC 9-338. Priority of security interest or agricultural lien perfected by filed financing statement providing certain incorrect information

79.0339 UCC 9-339. Priority subject to subordination

(Rights of Bank)

79.0340 UCC 9-340. Effectiveness of right of recoupment or setoff against deposit account

79.0341 UCC 9-341. Bank’s rights and duties with respect to deposit account

79.0342 UCC 9-342. Bank’s right to refuse to enter into or disclose existence of control agreement

RIGHTS OF THIRD PARTIES

79.0401 UCC 9-401. Alienability of debtor’s rights

79.0402 UCC 9-402. Secured party not obligated on contract of debtor or in tort

79.0403 UCC 9-403. Agreement not to assert defenses against assignee

79.0404 UCC 9-404. Rights acquired by assignee; claims and defenses against assignee

79.0405 UCC 9-405. Modification of assigned contract

79.0406 UCC 9-406. 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

79.0407 UCC 9-407. Restrictions on creation or enforcement of security interest in leasehold interest or in lessor’s residual interest

79.0408 UCC 9-408. Restrictions on assignment of promissory notes, health-care-insurance receivables, and certain general intangibles ineffective

79.0409 UCC 9-409. Restrictions on assignment of letter-of-credit rights ineffective

FILING

(Filing Office; Contents and Effectiveness of Financing Statement)

79.0501 UCC 9-501. Filing office

79.0502 UCC 9-502. Contents of financing statement; record of mortgage as financing statement; time of filing financing statement

79.0503 UCC 9-503. Name of debtor and secured party

79.0504 UCC 9-504. Indication of collateral

79.0505 UCC 9-505. Filing and compliance with other statutes and treaties for consignments, leases, other bailments and other transactions

79.0506 UCC 9-506. Effect of errors or omissions

79.0507 UCC 9-507. Effect of certain events on effectiveness of financing statement

79.0508 UCC 9-508. Effectiveness of financing statement if new debtor becomes bound by security agreement

79.0509 UCC 9-509. Persons entitled to file a record

79.0510 UCC 9-510. Effectiveness of filed record

79.0511 UCC 9-511. Secured party of record

79.0512 UCC 9-512. Amendment of financing statement

79.0513 UCC 9-513. Termination statement

79.0514 UCC 9-514. Assignment of powers of secured party of record

79.0515 UCC 9-515. Duration and effectiveness of financing statement; effect of lapsed financing statement; renewal notice; rules

79.0516 UCC 9-516. What constitutes filing; effectiveness of filing

79.0517 UCC 9-517. Effect of indexing errors

79.0518 UCC 9-518. Claim concerning inaccurate or wrongfully filed record

(Duties and Operation of Filing Office)

79.0519 UCC 9-519. Numbering, maintaining and indexing records; communicating information provided in records

79.0520 UCC 9-520. Acceptance and refusal to accept record

79.0521 UCC 9-521. Uniform form of written financing statement and amendment

79.0522 UCC 9-522. Maintenance and destruction of records

79.0523 UCC 9-523. Information from filing office; sale or license of records

79.0524 UCC 9-524. Delay by filing office

79.0525 UCC 9-525. Fees; rules

79.0526 UCC 9-526. Filing-office rules

79.0527 UCC 9-527. Duty to report

79.0528 Liability of Secretary of State

DEFAULT

(Default and Enforcement of Security Interest)

79.0601 UCC 9-601. Rights after default; judicial enforcement; consignor or buyer of accounts, chattel paper, payment intangibles or promissory notes

79.0602 UCC 9-602. Waiver and variance of rights and duties

79.0603 UCC 9-603. Agreement on standards concerning rights and duties

79.0604 UCC 9-604. Procedure if security agreement covers real property or fixtures

79.0605 UCC 9-605. Unknown debtor or secondary obligor

79.0606 UCC 9-606. Time of default for agricultural lien

79.0607 UCC 9-607. Collection and enforcement by secured party

79.0608 UCC 9-608. Application of proceeds of collection or enforcement; liability for deficiency and right to surplus

79.0609 UCC 9-609. Secured party’s right to take possession after default

79.0610 UCC 9-610. Disposition of collateral after default

79.0611 UCC 9-611. Notification before disposition of collateral

79.0612 UCC 9-612. Timeliness of notification before disposition of collateral

79.0613 UCC 9-613. Contents and form of notification before disposition of collateral: general

79.0614 UCC 9-614. Contents and form of notification before disposition of collateral: consumer-goods transaction

79.0615 UCC 9-615. Application of proceeds of disposition; liability for deficiency and right to surplus

79.0616 UCC 9-616. Explanation of calculation of surplus or deficiency

79.0617 UCC 9-617. Rights of transferee of collateral

79.0618 UCC 9-618. Rights and duties of certain secondary obligors

79.0619 UCC 9-619. Transfer of record or legal title

79.0620 UCC 9-620. Acceptance of collateral in full or partial satisfaction of obligation; compulsory disposition of collateral

79.0621 UCC 9-621. Notification of proposal to accept collateral

79.0622 UCC 9-622. Effect of acceptance of collateral

79.0623 UCC 9-623. Right to redeem collateral

79.0624 UCC 9-624. Waiver

(Noncompliance With Chapter)

79.0625 UCC 9-625. Remedies for secured party’s failure to comply with article

79.0626 UCC 9-626. Action in which deficiency or surplus is in issue

79.0627 UCC 9-627. Determination of whether conduct was commercially reasonable

79.0628 UCC 9-628. Nonliability and limitation on liability of secured party; liability of secondary obligor

79.010, 79.020, 79.030, 79.040 [Repealed by 1961 c.726 §427]

GENERAL PROVISIONS

(Short Title, Definitions and General Concepts)

79.0101 UCC 9-101. Short title. This chapter may be cited as Uniform Commercial Code–Secured Transactions. [2001 c.445 §1]

79.0102 UCC 9-102. 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”:

(A) 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.

(B) 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)(A) “Account debtor” means a person obligated on an account, chattel paper or general intangible.

(B) 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

(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

(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)(A) “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.

(B) 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

(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;

(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)(A) “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.

(B) 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

(cc)(A) “Deposit account” means a demand, time, savings, passbook or similar account maintained with a bank.

(B) 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;

(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)(A) “Fixtures” means goods that have become so related to particular real property that an interest in them arises under real property law.

(B) 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.

(C) 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)(A) “Goods” means all things that are movable when a security interest attaches.

(B) 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.

(C) 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.

(D) 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.

(rr) “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.

(ss) “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.

(tt)(A) “Instrument” means a negotiable instrument or any other writing that evidences a right to the payment of a monetary obligation, is not itself a security agreement or lease, and is of a type that in ordinary course of business is transferred by delivery with any necessary indorsement or assignment.

(B) 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.

(uu) “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;

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

(vv) “Investment property” means a security, whether certificated or uncertificated, security entitlement, securities account, commodity contract or commodity account.

(ww) “Jurisdiction of organization,” with respect to a registered organization, means the jurisdiction under whose law the organization is organized.

(xx)(A) “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.

(B) The term does not include the right of a beneficiary to demand payment or performance under a letter of credit.

(yy) “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;

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

(zz) “Manufactured structure” has the meaning given that term in ORS 446.561.

(aaa) “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.

(bbb) “Mortgage” means a consensual interest in real property, including fixtures, which secures payment or performance of an obligation.

(ccc) “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.

(ddd)(A) “New value” means:

(i) Money;

(ii) Money’s worth in property, services or new credit; or

(iii) Release by a transferee of an interest in property previously transferred to the transferee.

(B) The term does not include an obligation substituted for another obligation.

(eee) “Noncash proceeds” means proceeds other than cash proceeds.

(fff)(A) “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.

(B) The term does not include issuers or nominated persons under a letter of credit.

(ggg) “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).

(hhh) “Payment intangible” means a general intangible under which the account debtor’s principal obligation is a monetary obligation.

(iii) “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;

(D) Any other relative, by blood or marriage, of the individual or the individual’s spouse who shares the same home with the individual.

(jjj) “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.

(kkk) “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;

(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.

(LLL) “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.

(mmm) “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.

(nnn) “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.

(ooo) “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.

(ppp) “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.

(qqq) “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.

(rrr) “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.

(sss) “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;

(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.

(ttt) “Security agreement” means an agreement that creates or provides for a security interest.

(uuu) “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.

(vvv)(A) “Software” means a computer program and any supporting information provided in connection with a transaction relating to the program.

(B) The term does not include a computer program that is included in the definition of goods.

(www) “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.

(xxx) “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.

(yyy) “Tangible chattel paper” means chattel paper evidenced by a record or records consisting of information that is inscribed on a tangible medium.

(zzz) “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.

(aaaa) “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;

(D) Transmitting or producing and transmitting electricity, steam, gas or water.

(2) “Control” as provided in ORS 77.1060 and 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

“Issuer” (with respect to documents of title) ORS 77.1020

“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 account” ORS 78.5010

“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; 2007 c.32 §1; 2009 c.181 §91]

79.0103 UCC 9-103. 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

(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]

79.0104 UCC 9-104. 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

(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]

79.0105 UCC 9-105. 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]

79.0106 UCC 9-106. 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]

79.0107 UCC 9-107. 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]

79.0108 UCC 9-108. 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)

79.0109 UCC 9-109. 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;

(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;

(d) The rights of a transferee beneficiary or nominated person under a letter of credit are independent and superior under ORS 75.1140; or

(e) A provision of this chapter conflicts with a provision of ORS 359.200 to 359.255.

(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;

(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;

(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; 2011 c.230 §9]

79.0110 UCC 9-110. 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)

79.0201 UCC 9-201. 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]

79.0202 UCC 9-202. 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]

79.0203 UCC 9-203. 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

(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, letter-of-credit rights or electronic documents, and the secured party has control under ORS 77.1060, 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; 2009 c.181 §92]

79.0204 UCC 9-204. 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]

79.0205 UCC 9-205. 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;

(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]

79.0206 UCC 9-206. 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)

79.0207 UCC 9-207. 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;

(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

(3) Except as otherwise provided in subsection (4) of this section, a secured party having possession of collateral or control of collateral under ORS 77.1060, 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

(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; 2009 c.181 §93]

79.0208 UCC 9-208. 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;

(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;

(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; and

(f) A secured party having control of an electronic document shall:

(A) Give control of the electronic document to the debtor or a designated custodian;

(B) If the debtor designates a custodian that is the designated custodian with which the authoritative copy of the electronic document 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 that add or change an identified assignee of the authoritative copy without the consent of the secured party. [2001 c.445 §18; 2009 c.181 §94]

79.0209 UCC 9-209. 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]

79.0210 UCC 9-210. 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)

79.0301 UCC 9-301. 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 tangible 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

(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; 2009 c.181 §95]

79.0302 UCC 9-302. 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]

79.0303 UCC 9-303. 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]

79.0304 UCC 9-304. 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]

79.0305 UCC 9-305. 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]

79.0306 UCC 9-306. 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]

79.0307 UCC 9-307. 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.

(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

(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)

79.0308 UCC 9-308. 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]

79.0309 UCC 9-309. 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]

79.0310 UCC 9-310. 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;

(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, control 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, electronic documents, 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; 2009 c.181 §96]

79.0311 UCC 9-311. 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]

79.0312 UCC 9-312. 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

(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

(5) A security interest in certificated securities, negotiable documents or instruments is perfected without filing or the taking of possession or control 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; 2009 c.181 §97]

79.0313 UCC 9-313. 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 tangible 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; 2009 c.181 §98]

79.0314 UCC 9-314. Perfection by control. (1) A security interest in investment property, deposit accounts, letter-of-credit rights, electronic chattel paper or electronic documents may be perfected by control of the collateral under ORS 77.1060, 79.0104, 79.0105, 79.0106 or 79.0107.

(2) A security interest in deposit accounts, electronic chattel paper, letter-of-credit rights or electronic documents is perfected by control under ORS 77.1060, 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; 2009 c.181 §99]

79.0315 UCC 9-315. 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

(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]

79.0316 UCC 9-316. 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

(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)

79.0317 UCC 9-317. 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, tangible 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, electronic documents, 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; 2009 c.181 §100]

79.0318 UCC 9-318. 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]

79.0319 UCC 9-319. 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]

79.0320 UCC 9-320. Buyer of goods. (1) Except as otherwise provided in subsection (5) of this section, a buyer in ordinary course of business, other than a person buying farm products from a person engaged in farming operations, takes free of a security interest created by the buyer’s seller, even if the security interest is perfected and the buyer knows of its existence.

(2) Except as otherwise provided in subsection (5) of this section, a buyer of goods from a person who used or bought the goods for use primarily for personal, family or household purposes takes free of a security interest, even if perfected, if the buyer buys:

(a) Without knowledge of the security interest;

(b) For value;

(d) Before the filing of a financing statement covering the goods.

(3) To the extent that it affects the priority of a security interest over a buyer of goods under subsection (2) of this section, the period of effectiveness of a filing made in the jurisdiction in which the seller is located is governed by ORS 79.0316 (1) and (2).

(4) A buyer in ordinary course of business buying oil, gas or other minerals at the wellhead or minehead or after extraction takes free of an interest arising out of an encumbrance.

(5) Subsections (1) and (2) of this section do not affect a security interest in goods in the possession of the secured party under ORS 79.0313. [2001 c.445 §40]

79.0321 UCC 9-321. 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]

79.0322 UCC 9-322. 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;

(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]

79.0323 UCC 9-323. 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]

79.0324 UCC 9-324. 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