Revise the Ohio Uniform Commercial Code

hb195_05_EN

(136th General Assembly)

(Substitute
House Bill Number 195)

AN
ACT

To amend sections 141.16,
1301.101, 1301.102, 1301.103, 1301.104, 1301.105, 1301.106, 1301.201,
1301.204, 1301.205, 1301.206, 1301.301, 1301.302, 1301.304, 1301.305,
1301.306, 1302.01, 1302.02, 1302.04, 1302.05, 1302.06, 1302.08,
1302.12, 1303.01, 1303.03, 1303.41, 1303.69, 1304.51, 1304.56,
1304.57, 1304.58, 1304.62, 1304.63, 1304.65, 1304.66, 1304.72,
1305.03, 1305.15, 1307.102, 1307.106, 1308.01, 1308.02, 1308.05,
1308.17, 1308.24, 1309.102, 1309.104, 1309.105, 1309.203, 1309.204,
1309.207, 1309.208, 1309.209, 1309.210, 1309.301, 1309.304, 1309.305,
1309.310, 1309.312, 1309.313, 1309.314, 1309.316, 1309.317, 1309.323,
1309.324, 1309.330, 1309.331, 1309.332, 1309.334, 1309.341, 1309.404,
1309.406, 1309.408, 1309.509, 1309.513, 1309.601, 1309.605, 1309.608,
1309.611, 1309.613, 1309.614, 1309.615, 1309.616, 1309.619, 1309.620,
1309.621, 1309.624, 1309.628, 1310.01, 1310.02, 1310.05, 1310.08,
1310.09, 1310.10, 1310.12, 1310.15, and 1311.55 and to enact sections
1309.111, 1309.112, 1309.113, 1309.343, 1309.344, 1309.345, 1309.346,
1314.101, 1314.102, 1314.103, 1314.104, 1314.105, 1314.106, 1314.107,
1316.101, 1316.102, 1316.201, 1316.301, 1316.302, 1316.303, 1316.304,
1316.305, and 1316.306 of the Revised Code to make changes to the
Ohio Uniform Commercial Code and to make changes regarding billing
for reimbursement of pay for retired judges serving as active judges.

Be
it enacted by the General Assembly of the State of Ohio:

Section
1.
That
sections
141.16,

1301.101,
1301.102, 1301.103, 1301.104, 1301.105, 1301.106, 1301.201, 1301.204,
1301.205, 1301.206, 1301.301, 1301.302, 1301.304, 1301.305, 1301.306,
1302.01, 1302.02, 1302.04, 1302.05, 1302.06, 1302.08, 1302.12,
1303.01, 1303.03, 1303.41, 1303.69, 1304.51, 1304.56, 1304.57,
1304.58, 1304.62, 1304.63, 1304.65, 1304.66, 1304.72, 1305.03,
1305.15, 1307.102, 1307.106, 1308.01, 1308.02, 1308.05, 1308.17,
1308.24, 1309.102, 1309.104, 1309.105, 1309.203, 1309.204, 1309.207,
1309.208, 1309.209, 1309.210, 1309.301, 1309.304, 1309.305, 1309.310,
1309.312, 1309.313, 1309.314, 1309.316, 1309.317, 1309.323, 1309.324,
1309.330, 1309.331, 1309.332, 1309.334, 1309.341, 1309.404, 1309.406,
1309.408, 1309.509, 1309.513, 1309.601, 1309.605, 1309.608, 1309.611,
1309.613, 1309.614, 1309.615, 1309.616, 1309.619, 1309.620, 1309.621,
1309.624, 1309.628, 1310.01, 1310.02, 1310.05, 1310.08, 1310.09,
1310.10, 1310.12, 1310.15, and 1311.55 be amended and sections
1309.111, 1309.112, 1309.113, 1309.343, 1309.344, 1309.345, 1309.346,
1314.101, 1314.102, 1314.103, 1314.104, 1314.105, 1314.106, 1314.107,
1316.101, 1316.102, 1316.201, 1316.301, 1316.302, 1316.303, 1316.304,
1316.305, and 1316.306 of the Revised Code be enacted to read as
follows:

Sec.
141.16.
(A)
Any voluntarily retired judge, or any judge who is retired under
Section 6 of Article IV, Ohio Constitution, may be assigned with the
judge's consent, by the chief justice or acting chief justice of the
supreme court, to active duty as a judge. While so serving, the judge
shall be paid, from money appropriated for this purpose, the
established compensation for such office, computed on a per diem
basis, in addition to any retirement benefits to which the judge may
be entitled.

(B)
Annually, on the first day of August, the administrative director of
the supreme court shall issue a billing to the
county
treasurer
administrative
judge
of

any
county
the
court
to
which such a judge is assigned for reimbursement of the county's
portion of the compensation previously paid by the state for the
twelve-month period preceding the last day of June. The county's
portion of the compensation shall be that part of each per diem paid
by the state which is proportional to the county's share of the total
compensation of a resident judge of such court. The
county
treasurer
appropriate
funding authority
shall
forward the payment within thirty days.

(C)
A retired assigned judge is eligible to receive a retired assigned
judge payment if the retired assigned judge completes not less than
one hundred hours of service in the preceding quarter as assigned by
the chief justice or acting chief justice. The payment shall be seven
hundred fifty dollars per quarter and shall be paid from money
appropriated for this purpose. The payment is subject to any and all
applicable taxes under local, state, and federal law.

The
payment shall be paid within thirty days after the end of the quarter
in which the one hundred hours is served.

(D)
Division (C) of this section does not affect any right of a retired
assigned judge to receive any allowance, annuity, pension, or other
benefit vested pursuant to Chapter 145. of the Revised Code or other
eligible retirement system pursuant to Ohio law.

(E)
As used in this section:

(1)
"Retired assigned judge" is a judge that is described in
division (A) of this section.

(2)
"Quarter" is the preceding three-month period ending on the
last day of the month of March, June, September, or December of each
year.

Sec.
1301.101.
Short
titles [UCC 1-101]

(A)
Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309.,
and

1310.
,
and 1314.

of the Revised Code may be cited as the Uniform Commercial Code.

(B)
Sections 1301.101 to 1301.310 of the Revised Code may be cited as
Uniform Commercial Code – General Provisions.

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

Sec.
1301.102.
Scope
of Chapter 1301. [UCC 1-102]

Sections
1301.101 to 1301.310 of the Revised Code apply to a transaction to
the extent that it is governed by Chapter 1302., 1303., 1304., 1305.,
1307., 1308., 1309.,
or

1310.
,
or 1314.

of the Revised Code.

Sec.
1301.103.
Construction
of Uniform Commercial Code to promote its purposes and policies;
applicability of supplemental principles of law [UCC 1-103]

(A)
Chapters 1301., 1302., 1303., 1304, 1305., 1307., 1308., 1309.,
and

1310.
,
and 1314.

of the Revised Code must be liberally construed and applied to
promote their underlying purposes and policies, which are:

(1)
To simplify, clarify, and modernize the law governing commercial
transactions;

(2)
To permit the continued expansion of commercial practices through
custom, usage, and agreement of the parties; and

(3)
To make uniform the law among the various jurisdictions.

(B)
Unless displaced by the particular provisions of Chapters 1301.,
1302., 1303., 1304., 1305., 1307., 1308., 1309.,
and

1310.
,
and 1314.

of the Revised Code, the principles of law and equity, including the
law merchant and the law relative to capacity to contract, principal
and agent, estoppel, fraud, misrepresentation, duress, coercion,
mistake, bankruptcy, and other validating or invalidating cause
supplement their provisions.

Sec.
1301.104.
Construction
against implied repeal [UCC 1-104]

Chapters
1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309.,
and

1310.
,
and 1314.

of the Revised Code being a general act intended as a unified
coverage of its subject matter, no part of it shall be deemed to be
impliedly repealed by subsequent legislation if such construction can
reasonably be avoided.

Sec.
1301.105.
Severability
[UCC 1-105]

If
any provision or clause of Chapter 1301., 1302., 1303., 1304., 1305.,
1307., 1308., 1309.,
or

1310.
,
or 1314.

of the Revised Code or its application to any person or circumstance
is held invalid, the invalidity does not affect other provisions or
applications of Chapter 1301., 1302., 1303., 1304., 1305., 1307.,
1308., 1309.,
or

1310.
,
or 1314.

of the Revised Code which can be given effect without the invalid
provision or application, and to this end the provisions of Chapter
1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309.,
or

1310.
,
or 1314.

of the Revised Code are severable.

Sec.
1301.106.
Use
of singular and plural; gender [UCC 1-106]

In
Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309.,
and

1310.
,
and 1314.

of the Revised Code, unless the statutory context otherwise requires:

(A)
Words in the singular number include the plural, and those in the
plural include the singular; and

(B)
Words of any gender also refer to any other gender.

Sec.
1301.201.
General
definitions [UCC 1-201]

(A)
Unless the context otherwise requires, words or phrases defined in
this section, or in the additional definitions contained in Chapter
1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309.,
or

1310.
,
or 1314.

of the Revised Code, that apply to particular chapters or sections
therein, have the meanings stated.

(B)
Subject to definitions contained in Chapter 1301., 1302., 1303.,
1304., 1305., 1307., 1308., 1309.,
or

1310.
,
or 1314.

of the Revised Code, that apply to particular chapters or sections
therein:

(1)
"Action", in the sense of a judicial proceeding, includes
recoupment, counterclaim, set-off, suit in equity, and any other
proceeding in which rights are determined.

(2)
"Aggrieved party" means a party entitled to pursue a
remedy.

(3)
"Agreement", as distinguished from "contract",
means the bargain of the parties in fact, as found in their language
or inferred from other circumstances, including course of
performance, course of dealing, or usage of trade as provided in
section 1301.303 of the Revised Code.

(4)
"Bank" means a person engaged in the business of banking
and includes a savings bank, savings and loan association, credit
union, and trust company.

(5)
"Bearer" means a person in control of a negotiable
electronic document of title or a person in possession of a
negotiable instrument, negotiable tangible document of title, or
certificated security that is payable to bearer or indorsed in blank.

(6)
"Bill of lading" means a document of title evidencing the
receipt of goods for shipment issued by a person engaged in the
business of directly or indirectly transporting or forwarding goods.
The term does not include a warehouse receipt.

(7)
"Branch" includes a separately incorporated foreign branch
of a bank.

(8)
"Burden of establishing" a fact means the burden of
persuading the trier of fact that the existence of the fact is more
probable than its nonexistence.

(9)
"Buyer in ordinary course of business" means a person that
buys goods in good faith, without knowledge that the sale violates
the rights of another person in the goods, and in the ordinary course
from a person, other than a pawnbroker, in the business of selling
goods of that kind. A person buys goods in the ordinary course if the
sale to the person comports with the usual or customary practices in
the kind of business in which the seller is engaged or with the
seller's own usual or customary practices. A person that sells oil,
gas, or other minerals at the wellhead or minehead is a person in the
business of selling goods of that kind. A buyer in ordinary course of
business may buy for cash, by exchange of other property, or on
secured or unsecured credit, and may acquire goods or documents of
title under a preexisting contract for sale. Only a buyer that takes
possession of the goods or has a right to recover the goods from the
seller under Chapter 1302. of the Revised Code may be a buyer in
ordinary course of business. "Buyer in ordinary course of
business" does not include a person that acquires goods in a
transfer in bulk or as security for or in total or partial
satisfaction of a money debt.

(10)
"Conspicuous", with reference to a term, means so written,
displayed, or presented that
,
based on the totality of the circumstances,

a reasonable person against which it is to operate ought to have
noticed it. Whether a term is "conspicuous" or not is for
decision by the court.

Conspicuous
terms include the following:

(a)
A heading in capitals equal to or greater in size than the
surrounding text, or in contrasting type, font, or color to the
surrounding text of the same or lesser size; and

(b)
Language in the body of a record or display in larger type than the
surrounding text, or in contrasting type, font, or color to the
surrounding text of the same size, or set off from surrounding text
of the same size by symbols or other marks that call attention to the
language.

(11)
"Consumer" means an individual who enters into a
transaction primarily for personal, family, or household purposes.

(12)
"Contract", as distinguished from "agreement",
means the total legal obligation that results from the parties'
agreement as determined by Chapters 1301., 1302., 1303., 1304.,
1305., 1307., 1308., 1309.,
and

1310.
,
and 1314.

of the Revised Code as supplemented by any other applicable laws.

(13)
"Creditor" includes a general creditor, a secured creditor,
a lien creditor, and any representative of creditors, including an
assignee for the benefit of creditors, a trustee in bankruptcy, a
receiver in equity, and an executor or administrator of an insolvent
debtor's or assignor's estate.

(14)
"Defendant" includes a person in the position of defendant
in a counterclaim, cross-claim, or third-party claim.

(15)
"Delivery" with respect to an electronic document of title
,

means voluntary transfer of control and
,

with respect to an instrument, a tangible document of title, or

an
authoritative tangible copy of a record evidencing

chattel paper, means voluntary transfer of possession.

(16)
"Document of title" means a record (i) that in the regular
course of business or financing is treated as adequately evidencing
that the person in possession or control of the record is entitled to
receive, control, hold, and dispose of the record and the goods the
record covers and (ii) that purports to be issued by or addressed to
a bailee and to cover goods in the bailee's possession which are
either identified or are fungible portions of an identified mass. The
term includes a bill of lading, transport document, dock warrant,
dock receipt, warehouse receipt, and order for delivery of goods. An
electronic document of title means a document of title evidenced by a
record consisting of information stored in an electronic medium. A
tangible document of title means a document of title evidenced by a
record consisting of information that is inscribed on a tangible
medium.

(a)
"Electronic" means relating to technology having
electrical, digital, magnetic, wireless, optical, electromagnetic, or
similar capabilities.

(17)
"Fault" means a default, breach, or wrongful act or
omission.

(18)
"Fungible goods" means:

(a)
Goods of which any unit, by nature or usage of trade, is the
equivalent of any other like unit; or

(b)
Goods that by agreement are treated as equivalent.

(19)
"Genuine" means free of forgery or counterfeiting.

(20)
"Good faith," except as otherwise provided in Chapter 1305.
of the Revised Code, means honesty in fact and the observance of
reasonable commercial standards of fair dealing.

(21)
"Holder" means:

(a)
The person in possession of a negotiable instrument that is payable
either to bearer or to an identified person that is the person in
possession;

(b)
The person in possession of a negotiable tangible document of title
if the goods are deliverable either to bearer or to the order of the
person in possession; or

(c)
The person in control
,
other than pursuant to division (G) of section 1307.106 of the
Revised Code,

of a negotiable electronic document of title.

(22)
"Insolvency proceeding" includes an assignment for the
benefit of creditors or other proceeding intended to liquidate or
rehabilitate the estate of the person involved.

(23)
"Insolvent" means:

(a)
Having generally ceased to pay debts in the ordinary course of
business other than as a result of a bona fide dispute;

(b)
Being unable to pay debts as they become due; or

(c)
Being insolvent within the meaning of federal bankruptcy law.

(24)
"Money" means a medium of exchange

that
is

currently authorized or adopted by a domestic or foreign government.
The term includes a monetary unit of account established by an
intergovernmental organization or by agreement between two or more
countries.

The
term does not include an electronic record that is a medium of
exchange recorded and transferable in a system that existed and
operated for the medium of exchange before the medium of exchange was
authorized or adopted by the government.

(25)
"Organization" means a person other than an individual.

(26)
"Party", as distinguished from "third party",
means a person that has engaged in a transaction or made an agreement
subject to Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308.,
1309.,
and

1310.
,
and 1314.

of the Revised Code.

(27)
"Person" means an individual, corporation, business trust,
estate, trust, partnership, limited liability company, association,
joint venture, government, governmental subdivision, agency, or
instrumentality,
public
corporation,
or
any other legal or commercial entity.

The
term includes a protected series, however denominated, of an entity
if the protected series is established under law other than Chapters
1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309., 1310., and
1314. of the Revised Code, that limits, or limits if conditions
specified under the law are satisfied, the ability of a creditor of
the entity or of any other protected series of the entity to satisfy
a claim from assets of the protected series.

(28)
"Present value" means the amount as of a date certain of
one or more sums payable in the future, discounted to the date
certain by use of either an interest rate specified by the parties if
that rate is not manifestly unreasonable at the time the transaction
is entered into or, if an interest rate is not so specified, a
commercially reasonable rate that takes into account the facts and
circumstances at the time the transaction is entered into.

(29)
"Purchase" means taking by sale, lease, discount,
negotiation, mortgage, pledge, lien, security interest, issue or
reissue, gift, or any other voluntary transaction creating an
interest in property.

(30)
"Purchaser" means a person that takes by purchase.

(31)
"Record" means information that is inscribed on a tangible
medium or that is stored in an electronic or other medium and is
retrievable in perceivable form.

(32)
"Remedy" means any remedial right to which an aggrieved
party is entitled with or without resort to a tribunal.

(33)
"Representative" means a person empowered to act for
another, including an agent, an officer of a corporation or
association, and a trustee, executor, or administrator of an estate.

(34)
"Right" includes remedy.

(35)
"Security interest" means an interest in personal property
or fixtures which secures payment or performance of an obligation.
"Security interest" includes any interest of a consignor
and a buyer of accounts, chattel paper, a payment intangible, or a
promissory note in a transaction that is subject to Chapter 1309. of
the Revised Code. "Security interest" does not include the
special property interest of a buyer of goods on identification of
those goods to a contract for sale under section 1302.42 of the
Revised Code, but a buyer may also acquire a "security interest"
by complying with Chapter 1309. of the Revised Code. Except as
otherwise provided in section 1302.49 of the Revised Code, the right
of a seller or lessor of goods under Chapter 1302. or 1310. of the
Revised Code to retain or acquire possession of the goods is not a
"security interest", but a seller or lessor may also
acquire a "security interest" by complying with Chapter
1309. of the Revised Code. The retention or reservation of title by a
seller of goods notwithstanding shipment or delivery to the buyer
under section 1302.42 of the Revised Code is limited in effect to a
reservation of a "security interest." Whether a transaction
in the form of a lease creates a "security interest" is
determined pursuant to section 1301.203 of the Revised Code.

(36)
"Send" in connection with any
writing,

record
,

or
notice

notification

means:

(a)
To deposit in the mail
or

,

deliver
for transmission
,
or transmit

by any other usual means of communication with postage or cost of
transmission provided for
,

and
properly addressed and, in the case of an instrument, to an address
specified thereon or otherwise agreed, or if there be none
addressed

to
any address reasonable under the circumstances; or

(b)

In
any other way to cause to be received any record or notice within the
time it would have arrived if properly sent
To
cause the record or notification to be received within the time it
would have been received if properly sent under division (B)(36)(a)
of this section
.

(37)

"Signed"
includes using any symbol executed or adopted with present intention
to adopt or accept a writing
"Sign,"
"signing," and "signature" mean, with present
intent to authenticate or adopt a record, to do either of the
following:

(a)
Execute or adopt a tangible symbol;

(b)
Attach to or logically associate with the record an electronic
symbol, sound, or process
.

(38)
"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.

(39)
"Surety" includes a guarantor or any other secondary
obligor.

(40)
"Term" means a portion of an agreement that relates to a
particular matter.

(41)
"Unauthorized signature" means a signature made without
actual, implied, or apparent authority. The term includes a forgery.

(42)
"Warehouse receipt" means a document of title issued by a
person engaged in the business of storing goods for hire.

(43)
"Writing" includes printing, typewriting, or any other
intentional reduction to tangible form. "Written" has a
corresponding meaning.

Sec.
1301.204.
Value
[UCC 1-204]

Except
as otherwise provided in Chapters 1303., 1304.,
and

1305.
,
and 1314.

of the Revised Code, a person gives value for rights if the person
acquires them:

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

(B)
As security for, or in total or partial satisfaction of, a
preexisting claim;

(C)
By accepting delivery under a preexisting contract for purchase; or

(D)
In return for any consideration sufficient to support a simple
contract.

Sec.
1301.205.
Reasonable
time; Seasonableness [UCC 1-205]

(A)
Whether a time for taking an action required by Chapters 1301.,
1302., 1303., 1304., 1305., 1307., 1308., 1309.,
and

1310.
,
and 1314.

of the Revised Code is reasonable depends on the nature, purpose, and
circumstances of the action.

(B)
An action is taken seasonably if it is taken at or within the time
agreed or, if no time is agreed, at or within a reasonable time.

Sec.
1301.206.
Presumptions
[UCC 1-206]

Whenever
Chapter 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309.,
or

1310.
,
or 1314.

of the Revised Code creates a "presumption" with respect to
a fact, or provides that a fact is "presumed," the trier of
fact must find the existence of the fact unless and until evidence is
introduced that supports a finding of its nonexistence.

Sec.
1301.301.
Territorial
applicability; parties' power to choose applicable law [UCC 1-301]

(A)
Except as otherwise provided in this section, when a transaction
bears a reasonable relation to this state and also to another state
or nation the parties may agree that the law either of this state or
of such other state or nation shall govern their rights and duties.

(B)
In the absence of an agreement effective under division (A) of this
section, and except as provided in division (C) of this section,
Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309.,
and

1310.
,
and 1314.

of the Revised Code apply to transactions bearing an appropriate
relation to this state.

(C)
If one of the following provisions of Chapters 1301., 1302., 1303.,
1304., 1305., 1307., 1308., 1309.,
and

1310.
,
and 1314.

of the Revised Code specifies the applicable law, that provision
governs and a contrary agreement is effective only to the extent
permitted by the law so specified:

(1)
Section 1302.43 of the Revised Code;

(2)
Sections 1310.03 and 1310.04 of the Revised Code;

(3)
Section 1304.02 of the Revised Code;

(4)
Section 1304.85 of the Revised Code;

(5)
Section 1305.15 of the Revised Code;

(6)
Section 1308.05 of the Revised Code;

(7)
Sections 1309.301 to 1309.307 of the Revised Code
;

(8)
Section 1314.107 of the Revised Code
.

Sec.
1301.302.
Variation
by agreement [UCC 1-302]

(A)
Except as otherwise provided in division (B) of this section or
elsewhere in Chapter 1301., 1303., 1304., 1305., 1307., 1308., 1309.,

or

1310.
,
or 1314.

of the Revised Code, the effect of provisions of Chapters 1301.,
1303., 1304., 1305., 1307., 1308., 1309.,
and

1310.
,
and 1314.

of the Revised Code may be varied by agreement.

(B)
The obligations of good faith, diligence, reasonableness, and care
prescribed by Chapter 1301., 1302., 1303., 1304., 1305., 1307.,
1308., 1309.,
or

1310.
,
or 1314.

of the Revised Code may not be disclaimed by agreement. The parties,
by agreement, may determine the standards by which the performance of
those obligations is to be measured if those standards are not
manifestly unreasonable. Whenever Chapter 1301., 1302., 1303., 1304.,
1305., 1307., 1308., 1309.,
or

1310.
,
or 1314.

of the Revised Code requires an action to be taken within a
reasonable time, a time that is not manifestly unreasonable may be
fixed by agreement.

(C)
The presence in certain provisions of Chapter 1301., 1302., 1303.,
1304., 1305., 1307., 1308., 1309.,
or

1310.
,
or 1314.

of the Revised Code of the phrase "unless otherwise agreed",
or words of similar import, does not imply that the effect of other
provisions may not be varied by agreement under this section.

Sec.
1301.304.
Obligation
of good faith [UCC 1-304]

Every
contract or duty within Chapters 1301., 1302., 1303., 1304., 1305.,
1307., 1308., 1309.,
and

1310.
,
and 1314.

of the Revised Code imposes an obligation of good faith in its
performance and enforcement.

Sec.
1301.305.
Remedies
to be liberally administered [UCC 1-305]

(A)
The remedies provided by Chapters 1301., 1302., 1303., 1304., 1305.,
1307., 1308., 1309.,
and

1310.
,
and 1314.

of the Revised Code must be liberally administered to the end that
the aggrieved party may be put in as good a position as if the other
party had fully performed but neither consequential or special
damages nor penal damages may be had except as specifically provided
in those chapters or by other rule of law.

(B)
Any right or obligation declared by Chapters 1301., 1302., 1303.,
1304., 1305., 1307., 1308., 1309.,
and

1310.
,
and 1314.

of the Revised Code is enforceable by action unless the provision
declaring it specifies a different and limited effect.

Sec.
1301.306.
Waiver
or renunciation of claim or right after breach [UCC 1-306]

A
claim or right arising out of an alleged breach may be discharged in
whole or in part without consideration by agreement of the aggrieved
party in
an
authenticated
a
signed
record.

Sec.
1302.01.
Definitions
[UCC 2-103 to 2-106]

(A)
As used in sections 1302.01 to 1302.98 of the Revised Code, unless
the context otherwise requires:

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

(2)
"Good faith" has the same meaning as in section 1301.201 of
the Revised Code.

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

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

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

(6)
"Financing agency" means a bank, finance company, or other
person who in the ordinary course of business make advances against
goods or documents of title or who by arrangement with either the
seller or the buyer intervenes in ordinary course to make or collect
payment due or claimed under the contract for sale, as by purchasing
or paying the seller's draft or making advances against it or by
merely taking it for collection whether or not documents of title
accompany or are associated with the draft. "Financing agency"
includes also a bank or other person who similarly intervenes between
persons who are in the position of seller and buyer in respect to the
goods under section 1302.81 of the Revised Code.

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

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

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

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

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

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

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

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

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

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

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

(15)
"Hybrid transaction" means a single transaction involving a
sale of goods and any of the following:

(a)
The provision of services;

(b)
A lease of other goods;

(c)
A sale, lease, or license of property other than goods.

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

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

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

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

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

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

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

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

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

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

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

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

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

(C)
As used in sections 1302.01 to 1302.98 of the Revised Code, "check"
and "draft" have the meaning set forth in section 1303.03
of the Revised Code, "consignee" and "consignor"
have the meaning set forth in section 1307.102 of the Revised Code,
"consumer goods" has the meaning set forth in section
1309.102 of the Revised Code, "control" has the same
meaning as set forth in section 1307.106 of the Revised Code, and
"dishonor" has the meaning set forth in section 1303.62 of
the Revised Code.

(D)
In addition, Chapter 1301. of the Revised Code contains general
definitions and principles of construction and interpretation
applicable throughout this chapter.

Sec.
1302.02.
Scope;
certain security and other transactions excluded [UCC 2-102]

(A)

Unless
the context otherwise requires,

and
except as provided in division (C) of this section,

sections 1302.01 to 1302.98
,

inclusive,

of
the Revised Code, apply to transactions in goods
;
they do not apply to any transaction which although in the form of an
unconditional contract to sell or present sale is intended to operate
only as a security transaction nor do sections 1302.01 to 1302.98,
inclusive, of the Revised Code impair or repeal any statute
regulating sales to consumers, farmers, or other specified classes of
buyers

and,
in the case of a hybrid transaction, it applies to the extent
provided under division (B) of this section
.

(B)
In a hybrid transaction:

(1)
If the sale-of-goods aspects do not predominate, only the provisions
of sections 1302.01 to 1302.98 of the Revised Code which relate
primarily to the sale-of-goods aspects of the transactions apply, and
the provisions that relate primarily to the transaction as a whole do
not apply.

(2)
If the sale-of-goods aspects predominate, sections 1302.01 to 1302.98
of the Revised Code apply but do not preclude application in the
appropriate circumstances of other law to aspects of the transaction
which do not relate to the sale of goods.

(C)
Sections 1302.01 to 1302.98 of the Revised Code do not:

(1)
Apply to a transaction that, even though in the form of an
unconditional contract to sell or present sale, operates only to
create a security interest;

(2)
Impair or repeal a statute regulating sales to consumers, farmers, or
other specified classes of buyers.

Sec.
1302.04.
Formal
requirements; statute of frauds [UCC-2-201]

(A)
Except as otherwise provided in this section
,

a contract for the sale of goods for the price of five hundred
dollars or more is not enforceable by way of action or defense unless
there is
some
writing
a
record
sufficient
to indicate that a contract for sale has been made between the
parties and signed by the party against whom enforcement is sought or
by
his
the
party's

authorized agent or broker

.
A
writing

record

is
not insufficient because it omits or incorrectly states a term agreed
upon but the contract is not enforceable under this division beyond
the quantity of goods shown in
such
writing
the
record
.

(B)
Between merchants if within a reasonable time a
writing

record

in
confirmation of the contract and sufficient against the sender is
received and the party receiving it has reason to know its contents,
it satisfies the requirements of division (A) of this section against

such

the

party
unless
written

notice

in
a record

of objection to its contents is given within ten days after it is
received.

(C)
A contract which does not satisfy the requirements of division (A) of
this section but which is valid in other respects is enforceable:

(1)
if the goods are to be specially manufactured for the buyer and are
not suitable for sale to others in the ordinary course of the
seller's business and the seller, before notice of repudiation is
received and under circumstances which reasonably indicate that the
goods are for the buyer, has made either a substantial beginning of
their manufacture or commitments for their procurement; or

(2)
if the party against whom enforcement is sought admits in
his
the
party's

pleading, testimony, or otherwise in court that a contract for sale
was made, but the contract is not enforceable under this provision
beyond the quantity of goods admitted; or

(3)
with respect to goods for which payment has been made and accepted or
which have been received and accepted in accordance with section
1302.64 of the Revised Code.

Sec.
1302.05.
Final
expression: parol or extrinsic evidence [UCC 2-202]

Terms
with respect to which the confirmatory memoranda of the parties agree
or which are otherwise set forth in a
writing

record

intended
by the parties as a final expression of their agreement with respect
to such terms as are included therein may not be contradicted by
evidence of any prior agreement or of a contemporaneous oral
agreement but may be explained or supplemented:

(A)
by course of performance, course of dealing, or usage of trade as
provided in section 1301.303 of the Revised Code; and

(B)
by evidence of consistent additional terms unless the court finds the

writing

record

to
have been intended also as a complete and exclusive statement of the
terms of the agreement.

Sec.
1302.06.
Seals
inoperative [UCC 2-203]

The
affixing of a seal to a
writing

record

evidencing
a contract for sale or an offer to buy or sell goods does not
constitute the
writing

record

a
sealed instrument and the law with respect to sealed instruments does
not apply to such a contract or offer.

Sec.
1302.08.
Firm
offers [UCC 2-205]

An
offer by a merchant to buy or sell goods in a signed
writing

record

which
by its terms gives assurance that it will be held open is not
revocable, for lack of consideration, during the time stated or if no
time is stated for a reasonable time, but in no event may such period
of irrevocability exceed three months; but any such term of assurance
on a form supplied by the offeree must be separately signed by the
offeror.

Sec.
1302.12.
Modification,
rescission, and waiver [UCC 2-209]

(A)
An agreement modifying a contract within sections 1302.01 to 1302.98
,
inclusive,

of the Revised Code, needs no consideration to be binding.

(B)
A signed agreement which excludes modification or rescission except
by a signed writing

or
other signed record

cannot be otherwise modified or rescinded, but except as between
merchants such a requirement on a form supplied by the merchant must
be separately signed by the other party.

(C)
The requirements of section 1302.04 of the Revised Code, must be
satisfied if the contract as modified is within its provisions.

(D)
Although an attempt at modification or rescission does not satisfy
the requirements of division (B) or (C) of this section, it can
operate as a waiver.

(E)
A party who has made a waiver affecting an executory portion of the
contract may retract the waiver by reasonable notification received
by the other party that strict performance will be required of any
term waived, unless the retraction would be unjust in view of a
material change of position in reliance on the waiver.

Sec.
1303.01.
Definitions
[UCC 3-103]

(A)
As used in this chapter, unless the context otherwise requires:

(1)
"Acceptor" means a drawee who has accepted a draft.

(2)
"Consumer account" means an account established by an
individual primarily for personal, family, or household purposes.

(3)
"Consumer transaction" means a transaction in which an
individual incurs an obligation primarily for personal, family, or
household purposes.

(4)
"Drawee" means a person ordered in a draft to make payment.

(5)
"Drawer" means a person who signs or is identified in a
draft as a person ordering payment.

(6)
"Good faith" has the same meaning as in section 1301.201 of
the Revised Code.

(7)
"Issue" means
either
of
the

following:

(a)
The
first
delivery of an instrument by the maker or drawer to a holder or
nonholder for the purpose of giving rights of the instrument to any
person
;

(b)
If agreed by the payee, the first transmission by the drawer to the
payee of an image of an item and information derived from the item
that enables the depositary bank to collect the item by transferring
or presenting under federal law an electronic check
.

(8)
"Issuer" means a maker or drawer of an issued or unissued
instrument.

(9)
"Maker" means a person who signs or is identified in a note
as a person undertaking to pay.

(10)
"Order" means a written instruction to pay money signed by
the person giving the instruction. The instruction may be addressed
to any person, including the person giving the instruction, or to one
or more persons jointly or in the alternative but not in succession.
"Order" does not mean an authorization to pay unless the
person authorized to pay also is instructed to pay.

(11)
"Ordinary care" in the case of a person engaged in business
means observance of the reasonable commercial standards that are
prevailing in the area in which the person is located with respect to
the business in which the person is engaged. In the case of a bank
that takes an instrument for processing for collection or payment by
automated means, reasonable commercial standards do not require the
bank to examine the instrument if the failure to examine does not
violate the bank's prescribed procedures, and the bank's procedures
do not vary unreasonably from general banking usage not disapproved
by this chapter or Chapter 1304. of the Revised Code.

(12)
"Party" means a party to an instrument.

(13)
"Principal obligor," with respect to an instrument, means
the accommodated party or any other party to the instrument against
whom a secondary obligor has recourse under this chapter.

(14)
"Promise" means a written undertaking to pay money that is
signed by the person undertaking to pay. "Promise" does not
include an acknowledgment of an obligation by the obligor unless the
obligor also undertakes to pay the obligation.

(15)
"Prove," with respect to a fact, means to meet the burden
of establishing the fact.

(16)
"Remitter" means a person who purchases an instrument from
its issuer if the instrument is payable to an identified person other
than the purchaser.

(17)
"Remotely-created consumer item" means an item drawn on a
consumer account, which is not created by the payor bank and does not
bear a handwritten signature purporting to be the signature of the
drawer.

(18)
"Secondary obligor," with respect to an instrument, means
any of the following:

(a)
An indorser or an accommodation party;

(b)
A drawer having the obligation described in division (D) of section
1303.54 of the Revised Code;

(c)
Any other party to the instrument that has recourse against another
party to the instrument pursuant to division (B) of section 1303.14
of the Revised Code.

(B)
As used in this chapter:

(1)
"Acceptance" has the same meaning as in section 1303.46 of
the Revised Code.

(2)
"Accommodation party" and "accommodated party"
have the same meanings as in section 1303.59 of the Revised Code.

(3)
"Account" has the same meaning as in section 1304.01 of the
Revised Code.

(4)
"Alteration" has the same meaning as in section 1303.50 of
the Revised Code.

(5)
"Anomalous indorsement," "blank indorsement," and
"special indorsement" have the same meanings as in section
1303.25 of the Revised Code.

(6)
"Certificate of deposit," "cashier's check,"
"check," "draft," "instrument,"
"negotiable instrument," "note," "teller's
check," and "traveler's check" have the same meanings
as in section 1303.03 of the Revised Code.

(7)
"Certified check" has the same meaning as in section
1303.46 of the Revised Code.

(8)
"Consideration" and "value" have the same
meanings as in section 1303.33 of the Revised Code.

(9)
"Holder in due course" has the same meaning as in section
1303.32 of the Revised Code.

(10)
"Incomplete instrument" has the same meaning as in section
1303.11 of the Revised Code.

(11)
"Indorsement" and "indorser" have the same
meanings as in section 1303.24 of the Revised Code.

(12)
"Negotiation" has the same meaning as in section 1303.21 of
the Revised Code.

(13)
"Payable at a definite time" and "payable on demand"
have the same meanings as in section 1303.07 of the Revised Code.

(14)
"Payable to bearer" and "payable to order" have
the same meanings as in section 1303.10 of the Revised Code.

(15)
"Payment" has the same meaning as in section 1303.67 of the
Revised Code.

(16)
"Person entitled to enforce" has the same meaning as in
section 1303.31 of the Revised Code.

(17)
"Presentment" has the same meaning as in section 1303.61 of
the Revised Code.

(18)
"Reacquisition" has the same meaning as in section 1303.27
of the Revised Code.

(19)
"Transfer of instrument" has the same meaning as in section
1303.22 of the Revised Code.

(C)
As used in this chapter, "banking day," "clearing
house," "collecting bank," "customer,"
"depositary bank," "documentary draft,"
"intermediary bank," "item," "midnight
deadline," "payor bank," and "suspends payments"
have the same meanings as in section 1304.01 of the Revised Code.

(D)
In addition, Chapter 1301. of the Revised Code contains general
definitions and general principles of construction and interpretation
applicable throughout this chapter.

Sec.
1303.03.
Negotiable
instrument [UCC 3-104]

(A)
Except as provided in divisions (C) and (D) of this section,
"negotiable instrument" means an unconditional promise or
order to pay a fixed amount of money, with or without interest or
other charges described in the promise or order, if it meets all of
the following requirements:

(1)
It is payable to bearer or to order at the time it is issued or first
comes into possession of a holder.

(2)
It is payable on demand or at a definite time.

(3)
It does not state any other undertaking or instruction by the person
promising or ordering payment to do any act in addition to the
payment of money, but the promise or order may contain any of the
following:

(a)
An undertaking or power to give, maintain, or protect collateral to
secure payment;

(b)
An authorization or power to the holder to confess judgment or
realize on or dispose of collateral;

(c)
A waiver of the benefit of any law intended for the advantage or
protection of an obligor
;

(d)
A term that specifies the law that governs the promise or order;

(e)
An undertaking to resolve in a specified forum a dispute concerning
the promise or order
.

(B)
"Instrument" means a negotiable instrument.

(C)
An order that meets all of the requirements of divisions (A)(2) and
(3) of this section and otherwise falls within the definition of
"check" is a negotiable instrument and a check.

(D)
A promise or order other than a check is not an instrument if, at the
time it is issued or first comes into possession of a holder, it
contains a conspicuous statement, however expressed, to the effect
that the promise or order is not negotiable or is not an instrument
governed by this chapter.

(E)(1)
"Note" means an instrument that is a promise.

(2)
"Draft" means an instrument that is an order.

(3)
If an instrument is both a "note" and a "draft,"
a person entitled to enforce the instrument may treat it as either.

(F)
"Check" means either of the following:

(1)
A draft, other than a documentary draft, payable on demand and drawn
on a bank;

(2)
A cashier's check or teller's check.

An
instrument may be a "check" even though it is described on
its face as a "money order" or by another term.

(G)
"Cashier's check" means a draft with respect to which the
drawer and drawee are the same bank or branches of the same bank.

(H)
"Teller's check" means a draft drawn by a bank on another
bank or payable at or through a bank.

(I)
"Traveler's check" means an instrument that meets all of
the following conditions:

(1)
It is payable on demand.

(2)
It is drawn on or payable at or through a bank.

(3)
It is designated by the term "traveler's check" or by a
substantially similar term.

(4)
It requires, as a condition to payment, a countersignature by a
person whose specimen signature appears on the instrument.

(J)
"Certificate of deposit" means an instrument containing an
acknowledgment by a bank that a sum of money has been received by the
bank and a promise by the bank to repay the sum of money. A
"certificate of deposit" is a note of the bank.

Sec.
1303.41.
(A)

Signature
necessary for liability on instrument [UCC 3-401]

A
person is not liable on an instrument unless the person signed the
instrument or the person is represented by an agent or representative
who signed the instrument and the signature is binding on the
represented person pursuant to section 1303.42 of the Revised Code.

(B)
A signature may be made manually or by means of a device or machine
and by the use of any name, including a trade or assumed name, or by
a word, mark, or symbol executed or adopted by a person with present
intention to authenticate a writing.

Sec.
1303.69.
Discharge
by cancellation or renunciation [UCC 3-604]

(A)
A person entitled to enforce an instrument, with or without
consideration, may discharge the obligation of a party to pay the
instrument in either of the following ways:

(1)
By surrender of the instrument to the party, destruction, mutilation,
or cancellation of the instrument, cancellation or striking out of
the party's signature, the addition of words to the instrument
indicating discharge, or any other intentional voluntary act;

(2)
By agreeing not to sue or otherwise renouncing rights against the
party by a signed record.

(B)
Cancellation or striking out of an indorsement pursuant to division
(A) does not affect the status and rights of a party derived from the
indorsement.

(C)

As
used in this section, "signed," with respect to a record
that is not a writing, includes the attachment to or logical
association with the record of an electronic symbol, sound, or
process with the present intent to adopt or accept the record
The
obligation of a party to pay a check is not discharged solely by
destruction of the check in connection with a process in which
information is extracted from the check and an image of the check is
made and, subsequently, the information and image are transmitted for
payment
.

Sec.
1304.51.
Definitions
[UCC 4A-103 to 4A-105]

(A)
As used in sections 1304.51 to 1304.85 of the Revised Code:

(1)
"Authorized account" means a deposit account of a customer
in a bank designated by the customer as a source of payment of
payment orders issued by the customer to the bank. If a customer does
not so designate an account, any account of the customer is an
authorized account if payment of a payment order from that account is
not inconsistent with a restriction on the use of that account.

(2)
"Bank" means a person engaged in the business of banking
and includes a savings bank, savings and loan association, credit
union, and trust company. A branch or separate office of a bank is a
separate bank for purposes of sections 1304.51 to 1304.85 of the
Revised Code.

(3)
"Beneficiary" means the person to be paid by the
beneficiary's bank.

(4)
"Beneficiary's bank" means the bank identified in a payment
order in which an account of the beneficiary is to be credited
pursuant to the order or which otherwise is to make payment to the
beneficiary if the order does not provide for payment to an account.

(5)
"Customer" means a person, including a bank, having an
account with a bank or from whom a bank has agreed to receive payment
orders.

(6)
"Funds transfer" means the series of transactions,
beginning with the originator's payment order, made for the purpose
of making payment to the beneficiary of the order. "Funds
transfer" includes any payment order issued by the originator's
bank or an intermediary bank intended to carry out the originator's
payment order. A funds transfer is completed by acceptance by the
beneficiary's bank of a payment order for the benefit of the
beneficiary of the originator's payment order.

(7)
"Funds-transfer business day" of a receiving bank means the
part of a day during which the receiving bank is open for the
receipt, processing, and transmittal of payment orders and
cancellations and amendments of payment orders.

(8)
"Funds-transfer system" means a wire transfer network,
automated clearing house, or other communication system of a clearing
house or other association of banks through which a payment order by
a bank may be transmitted to the bank to which the order is
addressed.

(9)
"Good faith" has the same meaning as in section 1301.201 of
the Revised Code.

(10)
"Intermediary bank" means a receiving bank other than the
originator's bank or the beneficiary's bank.

(11)
"Originator" means the sender of the first payment order in
a funds transfer.

(12)
"Originator's bank" means the receiving bank to which the
payment order of the originator is issued if the originator is not a
bank, or the originator if the originator is a bank.

(13)(a)
"Payment order" means an instruction of a sender to a
receiving bank, transmitted orally,
electronically,

or in
writing
a
record
,
to pay, or to cause another bank to pay, a fixed or determinable
amount of money to a beneficiary if all of the following apply:

(i)
The instruction does not state a condition to payment to the
beneficiary other than time of payment.

(ii)
The receiving bank is to be reimbursed by debiting an account of, or
otherwise receiving payment from, the sender.

(iii)
The instruction is transmitted by the sender directly to the
receiving bank or to an agent, funds-transfer system, or
communication system for transmittal to the receiving bank.

(b)
If the instruction complying with division (A)(13)(a) of this section
is to make more than one payment to a beneficiary, the instruction is
a separate payment order with respect to each payment.

(c)
A payment order is issued when it is sent to the receiving bank.

(14)
"Prove," with respect to a fact, means to meet the burden
of establishing the fact.

(15)
"Receiving bank" means the bank to which the sender's
instruction is addressed.

(16)
"Sender" means the person giving the instruction to the
receiving bank.

(B)
Other definitions applying to sections 1304.51 to 1304.85 of the
Revised Code are:

(1)
"Acceptance" as defined in section 1304.64 of the Revised
Code;

(2)
"Executed" as defined in section 1304.68 of the Revised
Code;

(3)
"Execution date" as defined in section 1304.68 of the
Revised Code;

(4)
"Funds-transfer system rule" as defined in section 1304.79
of the Revised Code;

(5)
"Payment by beneficiary's bank to beneficiary" as defined
in section 1304.77 of the Revised Code;

(6)
"Payment by originator to beneficiary" as defined in
section 1304.78 of the Revised Code;

(7)
"Payment by sender to receiving bank" as defined in section
1304.75 of the Revised Code;

(8)
"Payment date" as defined in section 1304.73 of the Revised
Code;

(9)
"Security procedure" as defined in section 1304.56 of the
Revised Code.

(C)
As used in sections 1304.51 to 1304.85 of the Revised Code, "clearing
house," "item," and "suspends payments" have
the same meanings as in section 1304.01 of the Revised Code.

(D)
In addition, Chapter 1301. of the Revised Code contains general
definitions and principles of construction and interpretation
applicable throughout sections 1304.51 to 1304.85 of the Revised
Code.

Sec.
1304.56.
Security
procedure [UCC 4A-201]

"Security
procedure" means a procedure established by agreement of a
customer and a receiving bank for the purpose of verifying that a
payment order or communication amending or cancelling a payment order
is that of the customer, or detecting error in the transmission or
the content of the payment order or communication. A security
procedure may

impose
an obligation on the receiving bank or customer and may

require the use of algorithms or other codes, identifying words

or

,

numbers,

symbols,
sounds, biometrics,

encryption, callback procedures, or similar security devices.
Comparison of a signature on a payment order or communication with an
authorized specimen signature of the customer

or
requiring a payment order to be sent from a known electronic mail
address, internet protocol address, or telephone number

is not by itself a security procedure.

Sec.
1304.57.
Authorized
and verified payment orders [UCC 4A-202]

(A)
A payment order received by the receiving bank is the authorized
order of the person identified as sender if that person authorized
the order or is otherwise bound by it under the law of agency.

(B)(1)
If a bank and its customer have agreed that the authenticity of
payment orders issued to the bank in the name of the customer as
sender will be verified pursuant to a security procedure, a payment
order received by the receiving bank is effective as the order of the
customer, whether or not authorized, if both of the following apply:

(a)
The security procedure is a commercially reasonable method of
providing security against unauthorized payment orders.

(b)
The bank proves that it accepted the payment order in good faith and
in compliance with

the
bank's obligations under

the security procedure and any
written

agreement
or instruction of the customer
,
evidenced by a record,

restricting acceptance of payment orders issued in the name of the
customer.

(2)
The bank is not required to follow an instruction that violates
a
written
an

agreement
with the customer
,
evidenced by a record,

or notice of which is not received at a time and in a manner
affording the bank a reasonable opportunity to act on it before the
payment order is accepted.

(C)(1)
Commercial reasonableness of a security procedure is a question of
law to be determined by considering all of the following:

(a)
The wishes of the customer expressed to the bank;

(b)
The circumstances of the customer known to the bank, including the
size, type, and frequency of payment orders normally issued by the
customer to the bank;

(c)
Alternative security procedures offered to the customer;

(d)
Security procedures in general use by customers and receiving banks
similarly situated.

(2)
A security procedure is deemed to be commercially reasonable if both
of the following apply:

(a)
The security procedure was chosen by the customer after the bank
offered, and the customer refused, a security procedure that was
commercially reasonable for that customer.

(b)
The customer expressly agreed in
writing

a
record
to
be bound by any payment order, whether or not authorized, issued in
its name and accepted by the bank in compliance with

the
bank's obligations under

the security procedure chosen by the customer.

(D)
As used in sections 1304.51 to 1304.85 of the Revised Code, "sender"
includes the customer in whose name a payment order is issued if the
order is the authorized order of the customer under division (A) of
this section, or is effective as the order of the customer under
division (B) of this section.

(E)
This section applies to amendments and cancellations of payment
orders to the same extent it applies to payment orders.

(F)
Except as provided in this section and in division (A)(1) of section
1304.58 of the Revised Code, rights and obligations arising under
this section or section 1304.58 of the Revised Code may not be varied
by agreement.

Sec.
1304.58.
Unenforceability
of certain verified payment orders [UCC 4A-203]

(A)
If an accepted payment order is not an authorized order of a customer
identified as sender under division (A) of section 1304.57 of the
Revised Code, but is effective as an order of the customer under
division (B) of that section, both of the following apply:

(1)
By express
written

agreement

evidenced
by a record
,
the receiving bank may limit the extent to which it is entitled to
enforce or retain payment of the payment order.

(2)
The receiving bank may not enforce or retain payment of the payment
order if the customer proves that the order was not caused, directly
or indirectly, by either of the following:

(a)
A person entrusted at any time with duties to act for the customer
with respect to payment orders or the security procedure;

(b)
A person who obtained access to transmitting facilities of the
customer or who obtained, from a source controlled by the customer
and without authority of the receiving bank, information facilitating
breach of the security procedure, regardless of how the information
was obtained or whether the customer was at fault. As used in
division (A)(2)(b) of this section, "information" includes
any access device, computer software, or the like.

(B)
This section applies to amendments of payment orders to the same
extent it applies to payment orders.

Sec.
1304.62.
Misdescription
of beneficiary [UCC 4A-207]

(A)
Subject to division (B) of this section, if, in a payment order
received by the beneficiary's bank, the name, bank account number, or
other identification of the beneficiary refers to a nonexistent or
unidentifiable person or account, no person has rights as a
beneficiary of the order and acceptance of the order cannot occur.

(B)
If a payment order received by the beneficiary's bank identifies the
beneficiary by name and an identifying or bank account number, and
the name and number identify different persons, both of the following
apply:

(1)
Except as otherwise provided in division (C) of this section, if the
beneficiary's bank does not know that the name and number refer to
different persons, it may rely on the number as the proper
identification of the beneficiary of the order. The beneficiary's
bank need not determine whether the name and number refer to the same
person.

(2)
If the beneficiary's bank pays the person identified by name or knows
that the name and number identify different persons, no person has
rights as beneficiary except the person paid by the beneficiary's
bank if that person was entitled to receive payment from the
originator of the funds transfer. If no person has rights as
beneficiary, acceptance of the order cannot occur.

(C)
If a payment order described in division (B) of this section is
accepted, the originator's payment order described the beneficiary
inconsistently by name and number, and the beneficiary's bank pays
the person identified by number as permitted by division (B)(1) of
this section, both of the following apply:

(1)
If the originator is a bank, the originator shall pay its order.

(2)
If the originator is not a bank and proves that the person identified
by number was not entitled to receive payment from the originator,
the originator is not obliged to pay its order unless the
originator's bank proves that the originator, before acceptance of
the originator's order, had notice that payment of a payment order
issued by the originator might be made by the beneficiary's bank on
the basis of an identifying or bank account number even if it
identifies a person different from the named beneficiary. Proof of
notice may be made by any admissible evidence. The originator's bank
satisfies the burden of proof if it proves that the originator,
before the payment order was accepted, signed a
writing

record

stating
the information to which the notice relates.

(D)
In a case governed by division (B)(1) of this section, if the
beneficiary's bank rightfully pays the person identified by number
and that person was not entitled to receive payment from the
originator, the amount paid may be recovered from that person to the
extent allowed by the law governing mistake and restitution as
follows:

(1)
If the originator is obliged to pay its payment order as stated in
division (C) of this section, the originator may recover.

(2)
If the originator is not a bank and is not obliged to pay its payment
order, the originator's bank may recover.

Sec.
1304.63.
Misdescription
of intermediary bank or beneficiary's bank [UCC 4A-208]

(A)(1)
Divisions (A)(2) and (3) of this section apply to a payment order
identifying an intermediary bank or the beneficiary's bank only by an
identifying number.

(2)
The receiving bank may rely on the number as the proper
identification of the intermediary or beneficiary's bank and need not
determine whether the number identifies a bank.

(3)
The sender shall compensate the receiving bank for any loss and
expenses incurred by the receiving bank as a result of its reliance
on the number in executing or attempting to execute the order.

(B)(1)
Divisions (B)(2) to (5) of this section apply to a payment order
identifying an intermediary bank or the beneficiary's bank both by
name and an identifying number if the name and number identify
different persons.

(2)
If the sender is a bank, the receiving bank may rely on the number as
the proper identification of the intermediary or beneficiary's bank
if the receiving bank, when it executes the sender's order, does not
know that the name and number identify different persons. The
receiving bank need not determine whether the name and number refer
to the same person or whether the number refers to a bank. The sender
shall compensate the receiving bank for any loss and expenses
incurred by the receiving bank as a result of its reliance on the
number in executing or attempting to execute the order.

(3)
If the sender is not a bank, and the receiving bank proves that the
sender, before the payment order was accepted, had notice that the
receiving bank might rely on the number as the proper identification
of the intermediary or beneficiary's bank even if it identifies a
person different from the bank identified by name, the rights and
obligations of the sender and the receiving bank are governed by
division (B)(2) of this section, as though the sender were a bank.
Proof of notice may be made by any admissible evidence. The receiving
bank satisfies the burden of proof
it
if

it proves that the sender, before the payment order was accepted,
signed a
writing

record

stating
the information to which the notice relates.

(4)
Regardless of whether the sender is a bank, the receiving bank may
rely on the name as the proper identification of the intermediary or
beneficiary's bank if the receiving bank, at the time it executes the
sender's order, does not know that the name and number identify
different persons. The receiving bank need not determine whether the
name and number refer to the same person.

(5)
If the receiving bank knows that the name and number identify
different persons, reliance on either the name or the number in
executing the sender's payment order is a breach of the obligation as
provided in division (A)(1) of section 1304.69 of the Revised Code.

Sec.
1304.65.
Rejection
of payment order [UCC 4A-210]

(A)
A payment order is rejected by the receiving bank by a notice of
rejection transmitted to the sender orally
,
electronically,

or in
writing
a
record
.
A notice of rejection need not use any particular words and is
sufficient if it indicates that the receiving bank is rejecting the
order or will not execute or pay the order. Rejection is effective
when the notice is given if transmission is by a means that is
reasonable in the circumstances. If notice of rejection is given by a
means that is not reasonable, rejection is effective when the notice
is received. If an agreement of the sender and receiving bank
establishes the means to be used to reject a payment order, any means
complying with the agreement is reasonable, and any means not
complying is not reasonable unless no significant delay in receipt of
the notice resulted from the use of the noncomplying means.

(B)
This division applies if a receiving bank other than the
beneficiary's bank fails to execute a payment order despite the
existence on the execution date of a withdrawable credit balance in
an authorized account of the sender sufficient to cover the order. If
the sender does not receive notice of rejection of the order on the
execution date and the authorized account of the sender does not bear
interest, the bank shall pay interest to the sender on the amount of
the order for the number of days elapsing after the execution date to
the earlier of the day the order is canceled pursuant to division (D)
of section 1304.66 of the Revised Code or the day the sender receives
notice or learns that the order was not executed, counting the final
day of the period as an elapsed day. If the withdrawable credit
balance during that period falls below the amount of the order, the
amount of interest is reduced accordingly.

(C)
If a receiving bank suspends payments, all unaccepted payment orders
issued to it are deemed rejected at the time the bank suspends
payments.

(D)
Acceptance of a payment order precludes a later rejection of the
order. Rejection of a payment order precludes a later acceptance of
the order.

Sec.
1304.66.
Cancellation
and amendment of payment order [UCC 4A-211]

(A)
A communication of the sender of a payment order canceling or
amending the order may be transmitted to the receiving bank orally
,
electronically,

or in
writing
a
record
.
If a security procedure is in effect between the sender and the
receiving bank, the communication is not effective to cancel or amend
the order unless the communication is verified pursuant to the
security procedure or the bank agrees to the cancellation or
amendment.

(B)
Subject to division (A) of this section, a communication by the
sender canceling or amending a payment order is effective to cancel
or amend the order if notice of the communication is received at a
time and in a manner affording the receiving bank a reasonable
opportunity to act on the communication before the bank accepts the
payment order.

(C)(1)
After a payment order has been accepted, cancellation or amendment of
the order is not effective unless the receiving bank agrees or a
funds-transfer system rule allows cancellation or amendment without
agreement of the bank.

(2)
With respect to a payment order accepted by a receiving bank other
than the beneficiary's bank, cancellation or amendment is not
effective unless a conforming cancellation or amendment of the
payment order issued by the receiving bank is also made.

(3)
With respect to a payment order accepted by the beneficiary's bank,
cancellation or amendment is not effective unless the order was
issued in execution of an unauthorized payment order, or because of a
mistake by a sender in the funds transfer that resulted in the
issuance of a payment order that is a duplicate of a payment order
previously issued by the sender, that orders payment to a beneficiary
not entitled to receive payment from the originator, or that orders
payment in an amount greater than the amount the beneficiary was
entitled to receive from the originator. If the payment order is
canceled or amended, the beneficiary's bank may recover from the
beneficiary any amount paid to the beneficiary to the extent allowed
by the law governing mistake and restitution.

(D)
An unaccepted payment order is canceled by operation of law at the
close of the fifth funds-transfer business day of the receiving bank
after the execution date or payment date of the order.

(E)
A canceled payment order cannot be accepted. If an accepted payment
order is canceled, the acceptance is nullified, and no person has any
right or obligation based on the acceptance. Amendment of a payment
order is deemed to be cancellation of the original order at the time
of amendment and issue of a new payment order in the amended form at
the same time.

(F)
Unless otherwise provided in an agreement of the parties or in a
funds-transfer system rule, if the receiving bank, after accepting a
payment order, agrees to cancellation or amendment of the order by
the sender or is bound by a funds-transfer system rule allowing
cancellation or amendment without the bank's agreement, the sender,
whether or not cancellation or amendment is effective, is liable to
the bank for any loss and expenses, including reasonable attorney's
fees, incurred by the bank as a result of the cancellation,
amendment, or attempted cancellation or amendment.

(G)
A payment order is not revoked by the death or legal incapacity of
the sender unless the receiving bank knows of the death or of an
adjudication of incapacity by a court of competent jurisdiction and
has reasonable opportunity to act before acceptance of the order.

(H)
A funds-transfer system rule is not effective to the extent it
conflicts with division (C)(3) of this section.

Sec.
1304.72.
Liability
for late or improper execution or failure to execute payment order
[UCC 4A-305]

(A)
If a funds transfer is completed but execution of a payment order by
the receiving bank without compliance with section 1304.69 of the
Revised Code results in delay in payment to the beneficiary, the bank
shall pay interest to either the originator or the beneficiary of the
funds transfer for the period of delay caused by the improper
execution. Except as provided in division (C) of this section,
additional damages are not recoverable.

(B)
If execution of a payment order by a receiving bank without
compliance with section 1304.69 of the Revised Code results in
noncompletion of the funds transfer, failure to use an intermediary
bank designated by the originator, or issuance of a payment order
that does not comply with the terms of the payment order of the
originator, the bank is liable to the originator for its expenses in
the funds transfer and for incidental expenses and interest losses,
to the extent not covered by division (A) of this section, resulting
from the improper execution. Except as provided in division (C) of
this section, additional damages are not recoverable.

(C)
In addition to the amounts payable under divisions (A) and (B) of
this section, damages, including consequential damages, are
recoverable to the extent provided in an express
written

agreement
of the receiving bank
,
evidenced by a record
.

(D)
If a receiving bank fails to execute a payment order it was obliged
by express agreement to execute, the receiving bank is liable to the
sender for its expenses in the transaction and for incidental
expenses and interest losses resulting from the failure to execute.
Additional damages, including consequential damages, are recoverable
to the extent provided in an express
written

agreement
of the receiving bank,
evidenced
by a record,
but
are not otherwise recoverable.

(E)
Reasonable attorney's fees are recoverable if demand for compensation
under division (A) or (B) of this section is made and refused before
an action is brought on the claim. If a claim is made for breach of
an agreement under division (D) of this section and the agreement
does not provide for damages, reasonable attorney's fees are
recoverable if demand for compensation under division (D) of this
section is made and refused before an action is brought on the claim.

(F)
Except as stated in this section, the liability of a receiving bank
under divisions (A) and (B) of this section may not be varied by
agreement.

Sec.
1305.03.
Formal
requirements [UCC 5-104]

A
letter of credit, confirmation, advice, transfer, amendment, or
cancellation may be issued in any form that is a

signed

record

and
is authenticated by a signature or in accordance with the agreement
of the parties or the standard practice referred to in division (E)
of section 1305.07 of the Revised Code
.

Sec.
1305.15.
Choice
of law and forum [UCC 5-116]

(A)
The liability of an issuer, nominated person, or adviser for action
or omission is governed by the law of the jurisdiction chosen by an
agreement in the form of a record signed
or
otherwise authenticated
by
the affected parties
in
the manner provided in section 1305.03 of the Revised Code
or
by a provision in the person's letter of credit, confirmation, or
other undertaking. The jurisdiction whose law is chosen need not bear
any relation to the transaction.

(B)
Unless division (A) of this section applies, the liability of an
issuer, nominated person, or adviser for action or omission is
governed by the law of the jurisdiction in which the person is
located. The person is considered to be located at the address
indicated in the person's undertaking. If more than one address is
indicated, the person is considered to be located at the address from
which the person's undertaking was issued.
For

(C)
For
the
purpose of jurisdiction, choice of law, and recognition of
interbranch letters of credit, but not enforcement of a judgment, all
branches of a bank are considered separate juridical entities and a
bank is considered to be located at the place where its relevant
branch is considered to be located under
this

division

(D)
of this section
.

(C)

(D)
A branch of a bank is considered to be located at the address
indicated in the branch's undertaking. If more than one address is
indicated, the branch is considered to be located at the address from
which the undertaking was issued.

(E)

Except
as otherwise provided in this division, the liability of an issuer,
nominated person, or adviser is governed by any rules of custom or
practice, such as the uniform customs and practice for documentary
credits, to which the letter of credit, confirmation, or other
undertaking is expressly made subject. If (1) this chapter would
govern the liability of an issuer, nominated person, or adviser under
division (A) or (B) of this section, (2) the relevant undertaking
incorporates rules of custom or practice, and (3) there is conflict
between this chapter and those rules as applied to that undertaking,
those rules govern except to the extent of any conflict with the
nonvariable provisions specified in division (C) of section 1305.02
of the Revised Code.

(D)

(F)

If
there is conflict between this chapter and Chapter 1303., 1304., or
1309. of the Revised Code, this chapter governs.

(E)

(G)

The
forum for settling disputes arising out of an undertaking within this
chapter may be chosen in the manner and with the binding effect that
governing law may be chosen in accordance with division (A) of this
section.

Sec.
1307.102.
Definitions
and index of definitions [UCC 7-102]

(A)
As used in sections 1307.101 to 1307.603 of the Revised Code, unless
the context otherwise requires:

(1)
"Bailee" means a person that by a warehouse receipt, bill
of lading, or other document of the title acknowledges possession of
goods and contracts to deliver them.

(2)
"Carrier" means a person that issues a bill of lading.

(3)
"Consignee" means a person named in a bill of lading to
which or to whose order the bill promises delivery.

(4)
"Consignor" means a person named in a bill of lading as the
person from which the goods have been received for shipment.

(5)
"Delivery order" means a record that contains an order to
deliver goods directed to a warehouse, carrier, or other person that
in the ordinary course of business issues warehouse receipts or bills
of lading.

(6)
"Good faith" has the same meaning as in section 1301.201 of
the Revised Code.

(7)
"Goods" means all things that are treated as movable for
the purposes of a contract of storage or transportation.

(8)
"Issuer" means a bailee that issues a document of title or,
in the case of an unaccepted delivery order, the person that orders
the possessor of goods to deliver. The term includes a person for
which an agent or employee purports to act in issuing a document if
the agent or employee has real or apparent authority to issue
documents, even if the issuer did not receive any goods, the goods
were misdescribed, or in any other respect the agent or employee
violated the issuer's instructions.

(9)
"Person entitled under the document" means the holder, in
the case of a negotiable document of title, or the person to which
delivery of the goods is to be made by the terms of, or pursuant to
instructions in a record under, a nonnegotiable document of title.

(10)

"Record"
means information that is inscribed on a tangible medium or that is
stored in an electronic or other medium and is retrievable in
perceivable form
[Reserved
.
]

(11)

"Sign"
means, with present intent to authenticate or adopt a record:

(a)
To execute or adopt a tangible symbol; or

(b)
To attach to or logically associate with the record an electronic
sound, symbol, or process
[Reserved
.
]

(12)
"Shipper" means a person that enters into a contract of
transportation with a carrier.

(13)
"Warehouse" means a person engaged in the business of
storing of goods for hire.

(B)
As used in sections 1307.101 to 1307.603 of the Revised Code,
"contract for sale" and "receipt" of goods have
the meaning set forth in section 1302.01 of the Revised Code, and
"lessee in the ordinary course of business" has the meaning
set forth in section 1310.01 of the Revised Code.

(C)
In addition, Chapter 1301. of the Revised Code contains general
definitions and principles of construction and interpretation
applicable throughout this chapter.

Sec.
1307.106.
Control
of electronic document of title [UCC 7-106]

(A)
A person has control of an electronic document of title if a system
employed for evidencing the transfer of interests in the electronic
document reliably establishes that person as the person to which the
electronic document was issued or transferred.

(B)
A system satisfies division (A) of this section, and a person
is
deemed to have
has

control
of an electronic document of title, if the document is created,
stored, and
assigned

transferred

in

such

a
manner that:

(1)
A single authoritative copy of the document exists which is unique,
identifiable, and, except as otherwise provided in divisions (B)(4),
(5), and (6) of this section, unalterable;

(2)
The authoritative copy identifies the person asserting control as:

(a)
The person to which the document was issued; or

(b)
If the authoritative copy indicates that the document has been
transferred, the person to which the document was most recently
transferred.

(3)
The authoritative copy is communicated to and maintained by the
person asserting control or its designated custodian;

(4)
Copies or amendments that add or change an identified
assignee

transferee

of
the authoritative copy can be made only with the consent of the
person asserting control;

(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 amendment of the authoritative copy is readily identifiable as
authorized or unauthorized.

(C)
A system satisfies division (A) of this section, and a person has
control of an electronic document of title, if an authoritative
electronic copy of the document, a record attached to or logically
associated with the electronic copy, or a system in which the
electronic copy is recorded does all of the following:

(1)
Enables the person to readily identify each electronic copy as either
an authoritative or nonauthoritative copy;

(2)
Enables the person to readily identify itself in any way, including
by name, identifying number, cryptographic key, office, or account
number, as the person to which each authoritative electronic copy was
issued or transferred;

(3)
Gives the person exclusive power, subject to division (D) of this
section, to do both of the following:

(a)
Prevent others from adding or changing the person to which each
authoritative electronic copy has been issued or transferred;

(b)
Transfer control of each authoritative electronic copy.

(D)
Subject to division (E) of this section, a power is exclusive under
divisions (C)(3)(a) and (b) of this section even if one or both of
the following apply:

(1)
The authoritative electronic copy, a record attached to or logically
associated with the authoritative electronic copy, or a system in
which the authoritative electronic copy is recorded limits the use of
the document of title or has a protocol that is programmed to cause a
change, including a transfer or loss of control;

(2)
The power is shared with another person.

(E)
A power of a person is not shared with another person under division
(D)(2) of this section and the person's power is not exclusive if
both of the following apply:

(1)
The person can exercise the power only if the power is also exercised
by the other person;

(2)
The other person either:

(a)
Can exercise the power without exercise of the power by the person;

(b)
Is the transferor to the person of an interest in the document of
title.

(F)
If a person has the powers specified in divisions (C)(3)(a) and (b)
of this section, the powers are presumed to be exclusive.

(G)
A person has control of an electronic document of title if another
person, other than the transferor to the person of an interest in the
document, either:

(1)
Has control of the document and acknowledges that it has control on
behalf of the person;

(2)
Obtains control of the document after having acknowledged that it
will obtain control of the document on behalf of the person.

(H)
A person that has control under this section is not required to
acknowledge that it has control on behalf of another person.

(I)
If a person acknowledges that it has or will obtain control on behalf
of another person, unless the person otherwise agrees or law other
than this chapter or Chapter 1309. of the Revised Code otherwise
provides, the person does not owe any duty to the other person and is
not required to confirm the acknowledgment to any person.

Sec.
1308.01.
Definitions
and index of definitions [UCC 8-102]

(A)
In this chapter:

(1)
"Adverse claim" means a claim that a claimant has a
property interest in a financial asset and that it is a violation of
the rights of the claimant for another person to hold, transfer, or
deal with the financial asset.

(2)
"Bearer form," as applied to a certificated security, means
a form in which the security is payable to the bearer of the security
certificate according to its terms but not by reason of an
indorsement.

(3)
"Broker" means a person defined as a broker or dealer under
the federal securities laws, but without excluding a bank acting in
that capacity.

(4)
"Certificated security" means a security that is
represented by a certificate.

(5)
"Clearing corporation" means:

(a)
A person that is registered as a "clearing agency" under
the federal securities laws;

(b)
A federal reserve bank; or

(c)
Any other person that provides clearance or settlement services with
respect to financial assets that would require it to register as a
clearing agency under the federal securities laws but for an
exclusion or exemption from the registration requirement, if its
activities as a clearing corporation, including promulgation of
rules, are subject to regulation by a federal or state governmental
authority.

(6)
"Communicate" means to:

(a)
Send a signed
writing
record
;
or

(b)
Transmit information by any mechanism agreed upon by the persons
transmitting and receiving the information.

(7)
"Entitlement holder" means a person identified in the
records of a securities intermediary as the person having a security
entitlement against the securities intermediary. If a person acquires
a security entitlement by virtue of division (B)(2) or (3) of section
1308.51 of the Revised Code, that person is the entitlement holder.

(8)
"Entitlement order" means a notification communicated to a
securities intermediary directing transfer or redemption of a
financial asset to which the entitlement holder has a security
entitlement.

(9)
"Financial asset," except as otherwise provided in section
1308.02 of the Revised Code, means:

(a)
A security;

(b)
An obligation of a person or a share, participation, or other
interest in a person or in property or an enterprise of a person,
which is, or is of a type, dealt in or traded on financial markets,
or which is recognized in any area in which it is issued or dealt in
as a medium for investment; or

(c)
Any property that is held by a securities intermediary for another
person in a securities account if the securities intermediary has
expressly agreed with the other person that the property is to be
treated as a financial asset under this chapter.

As
context requires, the term means either the interest itself or the
means by which a person's claim to it is evidenced, including a
certificated or uncertificated security, a security certificate, or a
security entitlement.

(10)
"Good faith" has the same meaning as in section 1301.201 of
the Revised Code.

(11)
"Indorsement" means a signature that alone or accompanied
by other words is made on a security certificate in registered form
or on a separate document for the purpose of assigning, transferring,
or redeeming the security or granting a power to assign, transfer, or
redeem it.

(12)
"Instruction" means a notification communicated to the
issuer of an uncertificated security which directs that the transfer
of the security be registered or that the security be redeemed.

(13)
"Registered form," as applied to a certificated security,
means a form in which:

(a)
The security certificate specifies a person entitled to the security;
and

(b)
A transfer of the security may be registered upon books maintained
for that purpose by or on behalf of the issuer, or the security
certificate so states.

(14)
"Securities intermediary" means:

(a)
A clearing corporation; or

(b)
A person, including a bank or broker, that in the ordinary course of
its business maintains securities accounts for others and is acting
in that capacity.

(15)
"Security," except as otherwise provided in section 1308.02
of the Revised Code, means an obligation of an issuer or a share,
participation, or other interest in an issuer or in property or an
enterprise of an issuer:

(a)
Which is represented by a security certificate in bearer or
registered form, or the transfer of which may be registered upon
books maintained for that purpose by or on behalf of the issuer;

(b)
Which is one of a class or series or by its terms is divisible into a
class or series of shares, participations, interests, or obligations;
and

(c)
Which:

(i)
Is, or is of a type, dealt in or traded on securities exchanges or
securities markets; or

(ii)
Is a medium for investment and by its terms expressly provides that
it is a security governed by this chapter.

(16)
"Security certificate" means a certificate representing a
security.

(17)
"Security entitlement" means the rights and property
interest of an entitlement holder with respect to a financial asset
specified in sections 1308.51 to 1308.61 of the Revised Code.

(18)
"Uncertificated security" means a security that is not
represented by a certificate.

(B)
Other definitions applying to this chapter and the sections in which
they appear are:

(1)
"Appropriate person," as defined in section 1308.23 of the
Revised Code.

(2)
"Control," as defined in section 1308.24 of the Revised
Code.

(3)

"Controllable
account," as defined in section 1309.102 of the Revised Code.

(4)
"Controllable electronic record," as defined in section
1314.102 of the Revised Code.

(5)
"Controllable payment intangible," as defined in section
1309.102 of the Revised Code.

(6)

"Delivery,"
as defined in section 1308.27 of the Revised Code.

(4)

(7)

"Investment
company security," as defined in section 1308.02 of the Revised
Code.

(5)

(8)

"Issuer,"
as defined in section 1308.08 of the Revised Code.

(6)

(9)

"Overissue,"
as defined in section 1308.03 of the Revised Code.

(7)

(10)

"Protected
purchaser," as defined in section 1308.17 of the Revised Code.

(8)

(11)

"Securities
account," as defined in section 1308.51 of the Revised Code.

(C)
In addition, Chapter 1301. of the Revised Code contains general
definitions and principles of construction and interpretation
applicable throughout this chapter.

(D)
The characterization of a person, business, or transaction for
purposes of this chapter does not determine the characterization of
the person, business, or transaction for purposes of any other law,
regulation, or rule.

Sec.
1308.02.
Rules
for determining whether certain obligations and interests are
securities or financial assets [UCC 8-103]

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

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

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

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

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

(F)
A commodity contract, as defined in
division
(A)(15) of
section
1309.102 of the Revised Code, is not a security or a financial asset.

(G)
A document of title is not a financial asset unless division
(A)(9)(c) of section 1308.01 of the Revised Code applies.

(H)
A controllable account, controllable electronic record, or
controllable payment is not a financial asset unless division
(A)(9)(c) of section 1308.01 of the Revised Code applies.

Sec.
1308.05.
Applicability;
choice of law [UCC 8-110]

(A)
The local law of the issuer's jurisdiction, as specified in division
(D) of this section, governs:

(1)
The validity of a security;

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

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

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

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

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

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

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

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

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

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

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

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

(1)
If an agreement between the securities intermediary and its
entitlement holder governing the securities account expressly
provides that a particular jurisdiction is the securities
intermediary's jurisdiction for purposes of Chapter 1308. or 1309. of
the Revised Code, that jurisdiction is the securities intermediary's
jurisdiction.

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

(3)
If divisions (E)(1) and (2) of this section do not apply and an
agreement between the securities intermediary and its entitlement
holder governing the securities account expressly provides that the
securities account is maintained at an office in a particular
jurisdiction, that jurisdiction is the securities intermediary's
jurisdiction.

(4)
If divisions (E)(1), (2), and (3) of this section do not apply, the
securities intermediary's jurisdiction is the jurisdiction in which
the office identified in an account statement as the office serving
the entitlement holder's account is located.

(5)
If divisions (E)(1), (2), (3), and (4) of this section do not apply,
the securities intermediary's jurisdiction is the jurisdiction in
which the chief executive office of the securities intermediary is
located.

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

(G)
The local law of the issuer's jurisdiction or the securities
intermediary's jurisdiction governs a matter or transaction specified
in division (A) or (B) of this section, even if the matter or
transaction does not bear any relation to the jurisdiction.

Sec.
1308.17.
Protected
purchaser [8-303]

(A)
A "protected purchaser" means a purchaser of a certificated
or uncertificated security, or of an interest therein, who:

(1)
Gives value;

(2)
Does not have notice of any adverse claim to the security; and

(3)
Obtains control of the certificated or uncertificated security.

(B)

In
addition to acquiring the rights of a purchaser, a
A

protected
purchaser
also

acquires
its interest in the security free of any adverse claim.

Sec.
1308.24.
Control
[UCC 8-106]

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

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

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

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

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

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

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

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

(1)
The purchaser becomes the entitlement holder; or

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

(3)
Another person

has
control of the security entitlement on behalf of the purchaser or,
having previously acquired control of the security entitlement,
acknowledges having control on behalf of the purchaser
,
other than the transferor to the purchaser of an interest in the
security entitlement:

(a)
Has control of the security entitlement and acknowledges that it has
control on behalf of the purchaser; or

(b)
Obtains control of the security entitlement after having acknowledged
that it will obtain control of the security entitlement on behalf of
the purchaser
.

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

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

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

(H)
A person that has control under this section is not required to
acknowledge that it has control on behalf of a purchaser.

(I)
If a person acknowledges that it has or will obtain control on behalf
of a purchaser, unless the person otherwise agrees or law other than
this chapter or Chapter 1309. of the Revised Code otherwise provides,
the person does not owe any duty to the purchaser and is not required
to confirm the acknowledgement to any other person.

Sec.
1309.102.
Definitions
and index of definitions [UCC 9-102]

(A)
As used in this chapter, unless the context requires otherwise:

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

(2)(a)
"Account," except as used in "account for,"

"account
statement," "account to," "commodity account,"
"customer's account," "deposit account," and
"statement of account,"

means a right to payment of a monetary obligation, whether or not
earned by performance, (i) for property that has been or is to be
sold, leased, licensed, assigned, or otherwise disposed of, (ii) for
services rendered or to be rendered, (iii) for a policy of insurance
issued or to be issued, (iv) for a secondary obligation incurred or
to be incurred, (v) for energy provided or to be provided, (vi) for
the use or hire of a vessel under a charter or other contract, (vii)
arising out of the use of a credit or charge card or information
contained on or for use with the card, or (viii) as winnings in a
lottery or other game of chance operated or sponsored by a state,
governmental unit of a state, or person licensed or authorized to
operate the game by a state or governmental unit of a state.

(b)
"Account" includes

controllable
accounts and

health-care insurance receivables.

(c)
"Account" does not include (i)
rights
to payment evidenced by
chattel
paper

or
an instrument
,
(ii) commercial tort claims, (iii) deposit accounts, (iv) investment
property, (v) letter-of-credit rights or letters of credit,
or

(vi)
rights to payment for money or funds advanced or sold, other than
rights arising out of the use of a credit or charge card or
information contained on or for use with the card
,
or (vii) rights to payment evidenced by an instrument
.

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

negotiable

instrument
constitutes
part of
evidences

chattel
paper.

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

(a)

Authenticated

Signed

by
a secured party;

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

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

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

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

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

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

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

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

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

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

(6)
"As-extracted collateral" means:

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

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

(ii)
Attaches to the minerals as extracted; or

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

(7)

"Authenticate"
means:

(a)
To sign; or

(b)
With present intent to adopt or accept a record, to attach to or
logically associate with the record an electronic sound, symbol, or
process
[Reserved.]

(a)
"Assignee," except as used in "assignee for benefit of
creditors," means a person (i) in whose favor a security
interest that secures an obligation is created or provided for under
a security agreement, whether or not the obligation is outstanding,
or (ii) to which an account, chattel paper, payment intangible, or
promissory note has been sold. The term includes a person to which a
security interest has been transferred by a secured party.

(b)
"Assignor" means a person that (i) under a security
agreement creates or provides for a security interest that secures an
obligation, or (ii) sells an account, chattel paper, payment
intangible, or promissory note. The term includes a secured party
that has transferred a security interest to another person
.

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

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

(10)
"Certificate of title" means a certificate of title with
respect to which a statute provides for the security interest in
question to be indicated on the certificate as a condition or result
of the security interest's obtaining priority over the rights of a
lien creditor with respect to the collateral. The term includes
another record maintained as an alternative to a certificate of title
by the governmental unit that issues certificates of title if a
statute permits the security interest in question to be indicated on
the record as a condition or result of the security interest's
obtaining priority over the rights of a lien creditor with respect to
the collateral.

(11)(a)

(11)

"Chattel
paper" means
a
record that evidences both a monetary obligation and a security
interest in specific goods, a security interest in specific goods and
software used in the goods, a security interest in specific goods and
license of software used in the goods, a lease of specific goods, or
a lease of specific goods and license of software used in the goods.

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

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

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

(a)
A right to payment of a monetary obligation secured by specific
goods, if the right to payment and security agreement are evidenced
by a record;

(b)
A right to payment of a monetary obligation owed by a lessee under a
lease agreement with respect to specific goods and a monetary
obligation owed by the lessee in connection with the transaction
giving rise to the lease, if both of the following apply:

(i)
The right to payment and lease agreement are evidenced by a record;

(ii)
The predominant purpose of the transaction giving rise to the lease
was to give the lessee the right to possession and use of goods.

The
term does not include a right to payment arising out of a charter or
other contract involving the use or hire of a vessel, or a right to
payment arising out of the use of a credit or charge card or
information contained on or for use with the card
.

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

(a)
Proceeds to which a security interest attaches;

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

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

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

(a)
The claimant is an organization; or

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

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

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

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

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

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

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

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

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

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

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

(18)
"Communicate" means:

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

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

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

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

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

(a)
The merchant:

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

(ii)
Is not an auctioneer; and

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

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

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

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

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

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

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

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

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

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

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

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

(27)

(27)(a)

"Continuation
statement" means an amendment of a financing statement that:

(a)

(i)

Identifies,
by its file number, the initial financing statement to which it
relates; and

(b)

(ii)

Indicates
that it is a continuation statement for, or that it is filed to
continue the effectiveness of, the identified financing statement.

(b)
"Controllable account" means an account evidenced by a
controllable electronic record that provides that the account debtor
undertakes to pay the person that has control under section 1314.105
of the Revised Code of the controllable account record.

(c)
"Controllable payment intangible" means a payment
intangible evidenced by a controllable electronic record that
provides that the account debtor undertakes to pay the person that
has control under section 1314.105 of the Revised Code of the
controllable electronic record.

(28)
"Debtor" means:

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

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

(c)
A consignee.

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

(30)
"Document" means a document of title or a receipt of the
type described in division (B) of section 1307.201 of the Revised
Code.

(31)

"Electronic
chattel paper" means chattel paper evidenced by a record
consisting of information stored in an electronic medium
[Reserved.]

(a)
"Electronic money" means money in an electronic form
.

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

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

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

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

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

(ii)
Aquatic goods produced in aquacultural operations;

(iii)
Algacultural products as defined in section 901.511 of the Revised
Code that are produced as a result of aglaculture meaning the farming
of algae.

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

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

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

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

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

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

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

(39)
"Financing statement" means a record composed of an initial
financing statement and any filed record or records relating to the
initial financing statement. For the purposes of this chapter,
financing statements filed for recording with the secretary of state
shall not be required to include social security or employer
identification numbers.

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

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

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

and software.

(43)

"Good
faith" has the same meaning as in section 1301.201 of the
Revised Code.
[Reserved.]

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

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

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

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

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

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

(b)
"Instrument" does not include (i) investment property, (ii)
letters of credit,
or

(iii)
writings that evidence a right to payment arising out of the use of a
credit or charge card or information contained on or for use with the
card
,
or (iv) writings that evidence chattel paper
.

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

(a)
Are leased by a person as lessor;

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

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

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

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

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

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

(52)
"Lien creditor" means:

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

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

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

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

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

(54)

(54)(a)

"Manufactured-home
transaction" means a secured transaction:

(a)

(i)

That
creates a purchase-money security interest in a manufactured home,
other than a manufactured home held as inventory; or

(b)

(ii)

In
which a manufactured home, other than a manufactured home held as
inventory, is the primary collateral.

(b)
"Money" has the same meaning as in section 1301.201 of the
Revised Code, but does not include either of the following:

(i)
A deposit account;

(ii)
Money in an electronic form that cannot be subjected to control under
section 1309.105 of the Revised Code.

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

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

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

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

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

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

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

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

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

The
term includes a controllable payment intangible.

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

(a)
The spouse of the individual;

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

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

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

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

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

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

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

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

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

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

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

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

(c)
Rights arising out of collateral;

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

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

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

(66)
"Proposal" means a record
authenticated

signed

by
a secured party that includes the terms on which the secured party is
willing to accept collateral in full or partial satisfaction of the
obligation it secures pursuant to sections 1309.620, 1309.621, and
1309.622 of the Revised Code.

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

(a)
Debt securities are issued;

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

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

(68)
"Public organic record" means a record that is available to
the public for inspection and is:

(a)
A record consisting of the record initially filed with or issued by a
state or the United States to form or organize an organization and
any record filed with or issued by the state or the United States
that amends or restates the initial record;

(b)
An organic record of a business trust consisting of the record
initially filed with a state and any record filed with the state that
amends or restates the initial record, if a statute of the state
governing business trusts requires that the record be filed with the
state; or

(c)
A record consisting of legislation enacted by the legislature of a
state or the congress of the United States that forms or organizes an
organization, any record amending the legislation, and any record
filed with or issued by the state or the United States that amends or
restates the name of the organization.

(69)
"Pursuant to commitment," with respect to an advance made
or other value given by a secured party, means pursuant to the
secured party's obligation, whether or not a subsequent event of
default or other event not within the secured party's control has
relieved or may relieve the secured party from its obligation.

(70)
"Record," except as used in "for record," "of
record," "record or legal title," and "record
owner," means information that is inscribed on a tangible medium
or that is stored in an electronic or other medium and is retrievable
in perceivable form.

(71)
"Registered organization" means an organization formed or
organized solely under the law of a single state or the United States
by the filing of a public organic record with, the issuance of a
public organic record by, or the enactment of legislation by the
state or the United States. The term includes a business trust that
is formed or organized under the law of a single state if a statute
of the state governing business trusts requires that the business
trust's organic record be filed with the state.

(72)
"Secondary obligor" means an obligor to the extent that:

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

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

(73)
"Secured party" means:

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

(b)
A person that holds an agricultural lien;

(c)
A consignor;

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

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

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

(74)
"Security agreement" means an agreement that creates or
provides for a security interest.

(75)

"Send,"
in connection with a record or notification, means:

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

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

(76)
"Software" means a computer program and any supporting
information provided in connection with a transaction relating to the
program. "Software" does not include a computer program
that is included in the definition of goods.

(77)
"State" means a state of the United States, the District of
Columbia, Puerto Rico, the United States Virgin Islands, or any
territory or insular possession subject to the jurisdiction of the
United States.

(78)
"Supporting obligation" means a letter-of-credit right or
secondary obligation that supports the payment or performance of an
account, chattel paper, a document, a general intangible, an
instrument, or investment property.

(79)

"Tangible
chattel paper" means chattel paper evidenced by a record
consisting of information that is inscribed on a tangible
medium
[Reserved.]

(a)
"Tangible money" means money in a tangible form
.

(80)
"Termination statement" means an amendment of a financing
statement that:

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

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

(81)
"Transmitting utility" means a person primarily engaged in
the business of:

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

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

(c)
Transmitting goods by pipeline or sewer; or

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

(B)
Other definitions applying to this chapter are:

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

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

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

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

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

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

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

(8)
"Control" with respect to a document of title, has the same
meaning as in section 1307.106 of the Revised Code.

(9)

"Controllable
electronic record" has the same meaning as in section 1314.102
of the Revised Code.

(10)

"Customer"
has the same meaning as in section 1304.01 of the Revised Code.

(10)

(11)

"Entitlement
holder" has the same meaning as in section 1308.01 of the
Revised Code.

(11)

(12)

"Financial
asset" has the same meaning as in section 1308.01 of the Revised
Code.

(12)

(13)

"Holder
in due course" has the same meaning as in section 1303.32 of the
Revised Code.

(13)

(14)

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

(14)

(15)

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

(15)

(16)

"Issuer,"
with respect to a document of title, has the same meaning as in
section 1307.102 of the Revised Code.

(16)

(17)

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

(17)

(18)

"Letter
of credit" has the same meaning as in section 1305.01 of the
Revised Code.

(18)

(19)

"Merchant"
has the same meaning as in section 1302.01 of the Revised Code.

(19)

(20)

"Negotiable
instrument" has the same meaning as in section 1303.03 of the
Revised Code.

(20)

(21)

"Nominated
person" has the same meaning as in section 1305.01 of the
Revised Code.

(21)

(22)

"Note"
has the same meaning as in section 1303.03 of the Revised Code.

(22)

(23)

"Proceeds
of a letter of credit" has the same meaning as in section
1305.13 of the Revised Code.

(24)
"Protected purchaser" has the same meaning as in section
1308.17 of the Revised Code.

(23)

(25)

"Prove"
has the same meaning as in section 1303.01 of the Revised Code.

(26)
"Qualifying purchaser" has the same meaning as in section
1314.102 of the Revised Code.

(24)

(27)

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

(25)

(28)

"Securities
account" has the same meaning as in section 1308.51 of the
Revised Code.

(26)

(29)

"Securities
intermediary," "security," "security
certificate," "security entitlement," and
"uncertificated security" have the same meanings as in
section 1308.01 of the Revised Code.

(C)
In addition, Chapter 1301. of the Revised Code contains general
definitions and principles of construction and interpretations
applicable throughout this chapter.

Sec.
1309.104.
Control
of deposit account [UCC 9-104]

(A)
A secured party has control of a deposit account if:

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

(2)
The debtor, secured party, and bank have agreed in
an
authenticated
a
signed
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

(3)
The secured party becomes the bank's customer with respect to the
deposit account
;
or

(4)
Another person other than the debtor:

(a)
Has control of the deposit account and acknowledges that it has
control on behalf of the secured party; or

(b)
Obtains control of the deposit account after having acknowledged that
it will obtain control of the deposit account on behalf of the
secured party
.

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

Sec.
1309.105.
Control
of electronic copy of record evidencing chattel paper [UCC 9-105]

(A)
A
secured
party
purchaser

has
control of
electronic

an
authoritative electronic copy of a record evidencing
chattel
paper if a system employed for evidencing the
transfer

assignment

of
interests in the chattel paper reliably establishes the
secured
party
purchaser

as
the person to which the
chattel
paper
authoritative
electronic copy
was
assigned.

(B)
A system satisfies division (A) of this section if the record or
records
comprising

evidencing

the
chattel paper are created, stored, and assigned in such a manner
that:

(1)
A single authoritative copy of the record or records exists that is
unique, identifiable, and, except as otherwise provided in divisions
(B)(4), (5), and (6) of this section, unalterable;

(2)
The authoritative copy identifies the
secured
party
purchaser

as
the assignee of the record or records;

(3)
The authoritative copy is communicated to and maintained by the

secured
party
purchaser

or
its designated custodian;

(4)
Copies or amendments that add or change an identified assignee of the
authoritative copy may be made only with the consent of the
secured
party
purchaser
;

(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 amendment of the authoritative copy is readily identifiable as
authorized or unauthorized.

(C)
A system satisfies division (A) of this section, and a purchaser has
control of an authoritative electronic copy of a record evidencing
chattel paper, if the electronic copy, a record attached to or
logically associated with the electronic copy, or a system in which
the electronic copy is recorded:

(1)
Enables the purchaser to readily identify each electronic copy as
either an authoritative copy or a nonauthoritative copy;

(2)
Enables the purchaser to readily identify itself in any way,
including by name, identifying number, cryptographic key, office, or
account number, as the assignee of the authoritative electronic copy;
and

(3)
Gives the purchaser exclusive power, subject to division (D) of this
section, to:

(a)
Prevent others from adding or changing an identified assignee of the
authoritative electronic copy; and

(b)
Transfer control of the authoritative electronic copy.

(D)
Subject to division (E) of this section, a power is exclusive under
divisions (C)(3)(a) and (b) of this section even if:

(1)
The authoritative electronic copy, a record attached to or logically
associated with the authoritative electronic copy, or a system in
which the authoritative electronic copy is recorded limits the use of
the authoritative electronic copy or has a protocol programmed to
cause a change, including a transfer or loss of control; or

(2)
The power is shared with another person.

(E)
A power of a purchaser is not shared with another person under
division (D)(2) of this section and the purchaser's power is not
exclusive if:

(1)
The purchaser can exercise the power only if the power is also
exercised by the other person; and

(2)
The other person:

(a)
Can exercise power without exercise of the power of the purchaser; or

(b)
Is the transferor to the purchaser of an interest in the chattel
paper.

(F)
If a purchaser has the powers specified in divisions (C)(3)(a) and
(b) of this section, the powers are presumed to be exclusive.

(G)
A purchaser has control of an authoritative electronic copy of a
record evidencing chattel paper if another person, other than the
transferor to the purchaser of an interest in the chattel paper:

(1)
Has control of the authoritative electronic copy and acknowledges
that it has control on behalf of the purchaser; or

(2)
Obtains control of the authoritative electronic copy after having
acknowledged that it will obtain control of the electronic copy on
behalf of the purchaser.

Sec.
1309.111.
Control
of electronic money [UCC 9-105A]

(A)
A person has control of electronic money if both of the following
apply:

(1)
The electronic money, a record attached to or logically associated
with the electronic money, or a system in which the electronic money
is recorded gives the person both of the following:

(a)
Power to avail itself of substantially all the benefits from the
electronic money;

(b)
Exclusive power, subject to division (B) of this section, to do both
of the following:

(i)
Prevent others from availing themselves of substantially all the
benefit from the electronic money;

(ii)
Transfer control of the electronic money to another person or cause
another person to obtain control of other electronic money as a
result of the transfer of the electronic money.

(2)
The electronic money, a record attached to or logically associated
with the electronic money, or a system in which the electronic money
is recorded enables the person to readily identify itself in any way,
including by name, identifying number, cryptographic key, office, or
account number, as having the powers under division (A)(1) of this
section.

(B)
Subject to division (C) of this section, a power is exclusive under
divisions (A)(1)(b)(i) and (ii) of this section even if either or
both of the following apply:

(1)
The electronic money, a record attached to or logically associated
with the electronic money, or a system in which the electronic money
is recorded limits the use of the electronic money or has a protocol
programmed to cause a change, including a transfer or loss of
control;

(2)
The power is shared with another person.

(C)
A power of a person is not shared with another person under division
(B)(2) of this section and the person's power is not exclusive if
both of the following apply:

(1)
The person can exercise the power only if the power is also exercised
by the other person.

(2)
The other person either:

(a)
Can exercise the power without exercise of the power by the person;

(b)
Is the transferor to the person of an interest in the electronic
money.

(D)
If a person has the powers specified in divisions (A)(1)(b)(i) and
(ii) of this section, the powers are presumed to be exclusive.

(E)
A person has control of electronic money if another person, other
than the transferor to the person of an interest in the electronic
money, either:

(1)
Has control of the electronic money and acknowledges that it has
control on behalf of the person;

(2)
Obtains control of the electronic money after having acknowledged
that it will obtain control of the electronic money on behalf of the
person.

Sec.
1309.112.
Control
of controllable electronic record, controllable account, or
controllable payment intangible [UCC 9-107A]

(A)
A secured party has control of a controllable electronic record as
provided in section 1314.105 of the Revised Code.

(B)
A secured party has control of a controllable account or controllable
payment intangible if the secured party has control of the
controllable electronic record that evidences the controllable
account or controllable payment intangible.

Sec.
1309.113.
No
requirement to acknowledge or confirm; no duties [UCC 9-107B]

(A)
A person that has control under section 1309.104 or 1309.105 of the
Revised Code is not required to acknowledge that it has control on
behalf of another person.

(B)
If a person acknowledges that it has or will obtain control on behalf
of another person, unless the person otherwise agrees or law other
than this chapter otherwise provides, the person does not owe any
duty to the other person and is not required to confirm the
acknowledgment to any other person.

Sec.
1309.203.
Attachment
and enforceability of security interest; proceeds; supporting
obligations; formal requisites [UCC 9-203]

(A)
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.

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

(1)
Value has been given;

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

(3)
One of the following conditions is met:

(a)
The debtor has
authenticated

signed

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 section 1309.313 of the Revised
Code 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
section 1308.27 of the Revised Code pursuant to the debtor's security
agreement;
or

(d)
The collateral is
controllable
accounts, controllable electronic records, controllable payment
intangibles,
deposit
accounts, electronic
chattel
paper
documents,
electronic money
,
investment property,

or

letter-of-credit rights,
or
electronic documents,
and
the secured party has control under section 1307.106, 1309.104,
1309.105, 1309.106,
or

1309.107
,
1309.111, or 1309.112

of the Revised Code pursuant to the debtor's security agreement
;

(e)
The collateral is chattel paper and the secured party has possession
and control under section 1309.345 of the Revised Code pursuant to
the debtor's security agreement
.

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

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

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

(2)
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.

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

(1)
The agreement satisfies division (B)(3) 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

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

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

(G)
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.

(H)
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.

(I)
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.

Sec.
1309.204.
After-acquired
property; future advances [UCC 9-204]

(A)
Except as provided in division (B) of this section, a security
agreement may create or provide for a security interest in
after-acquired collateral.

(B)

A

Subject
to division (D) of this section, a
security
interest does not attach under a term constituting an after-acquired
property clause to:

(1)
Consumer goods other than accessions when given as additional
security unless the debtor acquires rights in them within ten days
after the secured party gives value; or

(2)
A commercial tort claim.

(C)
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.

(D)
Division (B) of this section does not prevent a security interest
from attaching to any of the following:

(1)
To consumer goods as proceeds under section 1309.315 of the Revised
Code or as commingled goods under section 1309.336 of the Revised
Code;

(2)
To a commercial tort claim as proceeds under section 1309.315 of the
Revised Code;

(3)
Under an after-acquired property clause to property that is proceeds
of consumer goods or a commercial tort claim.

Sec.
1309.207.
Rights
and duties of secured party having possession or control of
collateral [UCC 9-207]

(A)
Except as otherwise provided in division (D) 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 an instrument or chattel paper, reasonable care includes
taking necessary steps to preserve rights against prior parties
unless otherwise agreed.

(B)
Except as otherwise provided in division (D) of this section, if a
secured party has possession of collateral:

(1)
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;

(2)
The risk of accidental loss or damage is on the debtor to the extent
of a deficiency in any effective insurance coverage;

(3)
The secured party shall keep the collateral identifiable but fungible
collateral may be commingled; and

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

(a)
For the purpose of preserving the collateral or its value;

(b)
As permitted by an order of a court having competent jurisdiction; or

(c)
Except in the case of consumer goods, in the manner and to the extent
agreed by the debtor.

(C)
Except as otherwise provided in division (D) of this section, a
secured party having possession of collateral or control of
collateral under section 1307.106, 1309.104, 1309.105, 1309.106,
or

1309.107
,
1309.111, or 1309.112

of the Revised Code:

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

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

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

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

(1)
Division (A) 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

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

Sec.
1309.208.
Additional
duties of secured party having control of collateral [UCC 9-208]

(A)
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.

(B)
Within ten days after receiving
an
authenticated
a
signed
demand
by the debtor:

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

(2)
A secured party having control of a deposit account under division
(A)(3) of section 1309.104 of the Revised Code 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.

(3)
A secured party, other than a buyer, having control

under
section 1309.105 of the Revised Code

of
an
authoritative
electronic

copy
of a record evidencing

chattel paper
under
section 1309.105 of the Revised Code
shall
:

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

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

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

transfer
control of the electronic copy to the debtor or a person designated
by the debtor;

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

(5)
A secured party having control of a letter-of-credit right under
section 1309.107 of the Revised Code 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
a
signed
release
from any further obligation to pay or deliver proceeds of the letter
of credit to the secured party
.
;

(6)
A secured party having control

under
section 1307.106 of the Revised Code of an authoritative electronic
copy

of an electronic document shall
:

(a)
Give control of the electronic document 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 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
which add or change an identified assignee of the authoritative copy
without the consent of the secured party

transfer
control of the electronic copy to the debtor or a person designated
by the debtor;

(7)
A secured party having control under section 1309.111 of the Revised
Code of electronic money shall transfer control of the electronic
money to the debtor or a person designated by the debtor; and

(8)
A secured party having control under section 1314.105 of the Revised
Code of a controllable electronic record, other than a buyer of a
controllable account or a controllable payment intangible evidenced
by the controllable electronic record, shall transfer control of the
controllable electronic record to the debtor or a person designated
by the debtor
.

Sec.
1309.209.
Duties
of secured party if account debtor has been notified of assignment
[UCC 9-209]

(A)
Except as otherwise provided in division (C) of this section, this
section applies if:

(1)
There is no outstanding secured obligation; and

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

(B)
Within ten days after receiving
an
authenticated
a
signed
demand
by the debtor, a secured party shall send to an account debtor that
has received notification

under
section 1309.406 or 1314.106 of the Revised Code

of an assignment to the secured party as assignee
under
division (A) of section 1309.406 of the Revised Code an authenticated

a
signed
record
that releases the account debtor from any further obligation to the
secured party.

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

Sec.
1309.210.
Request
for accounting; request regarding list of collateral or statement of
account [UCC 9-210]

(A)
As used in this section:

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

(2)
"Request for an accounting" means a record
authenticated

signed

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.

(3)
"Request regarding a list of collateral" means a record

authenticated

signed

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.

(4)
"Request regarding a statement of account" means a record

authenticated

signed

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.

(B)
Subject to divisions (C), (D), (E), and (F) 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 fourteen days after receipt:

(1)
In the case of a request for an accounting, by
authenticating

signing

and
sending to the debtor an accounting; and

(2)
In the case of a request regarding a list of collateral or a request
regarding a statement of account, by
authenticating

signing

and
sending to the debtor an approval or correction.

(C)
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
a
signed
record
including a statement to that effect within fourteen days after
receipt.

(D)
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 fourteen days after receipt by sending
to the debtor
an
authenticated
a
signed
record:

(1)
Disclaiming any interest in the collateral; and

(2)
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.

(E)
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 fourteen days after receipt by sending to the debtor
an
authenticated
a
signed
record:

(1)
Disclaiming any interest in the obligations; and

(2)
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.

(F)
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 twenty-five dollars for
each additional response.

Sec.
1309.301.
Law
governing perfection and priority of security interests [UCC 9-301]

Except
as otherwise provided in sections 1309.303 to 1309.306

and
section 1309.344

of the Revised Code, the following rules determine the law governing
perfection, the effect of perfection or nonperfection, and the
priority of a security interest in collateral:

(A)
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.

(B)
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.

(C)
Except as otherwise provided in division (D) of this section, while

tangible

negotiable

tangible

documents,
goods, instruments,

or
tangible

money
,
or tangible chattel paper

is located in a jurisdiction, the local law of that jurisdiction
governs:

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

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

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

(D)
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.

Sec.
1309.304.
Law
governing perfection and priority of security interests in deposit
accounts [UCC 9-304]

(A)
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

even
if the transaction does not bear any relation to the bank's
jurisdiction
.

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

(1)
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 this chapter or Chapters 1301. to
1305. and 1307. to 1310. of the Revised Code, that jurisdiction is
the bank's jurisdiction.

(2)
If division (B)(1) of this section 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.

(3)
If neither division (B)(1) nor (2) of this section 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.

(4)
If neither division (B)(1), (2), nor (3) of this section applies, 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.

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

Sec.
1309.305.
Law
governing perfection and priority of security interests in investment
property [UCC 9-305]

(A)
Except as otherwise provided in division (C) of this section, the
following rules apply:

(1)
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.

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

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

(4)
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.

(5)
Divisions (A)(2), (3), and (4) of this section apply even if the
transaction does not bear any relation to the jurisdiction.

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

(1)
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 sections 1309.301 to 1309.342 of the Revised Code,
this chapter, or Chapters 1301., 1302., 1303., 1304., 1305., 1307.,
1308., 1309., and 1310. of the Revised Code, that jurisdiction is the
commodity intermediary's jurisdiction.

(2)
If division (B)(1) of this section 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.

(3)
If neither division (B)(1) nor (2) of this section 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.

(4)
If neither division (B)(1), (2), nor (3) of this section applies, 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.

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

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

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

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

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

Sec.
1309.310.
When
filing required to perfect security interest or agricultural lien;
security interests and agricultural liens to which filing provisions
do not apply [UCC 9-310]

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

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

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

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

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

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

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

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

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

(8)

(8)(a)

In

controllable
accounts, controllable electronic records, controllable payment
intangibles,
deposit
accounts,
electronic
chattel paper,
electronic
documents, investment property, or letter-of-credit rights perfected
by control under section 1309.314 of the Revised Code;

(b)
In chattel paper which is perfected by possession and control under
section 1309.345 of the Revised Code.

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

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

(C)
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.

Sec.
1309.312.
Perfection
of security interests in chattel paper, controllable accounts,
controllable electronic records, controllable payment intangibles,
deposit accounts, negotiable 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 [UCC 9-312]

(A)
A security interest in chattel paper,
negotiable
documents
controllable
accounts, controllable electronic records, controllable payment
intangibles
,
instruments,

or

investment property
,
or negotiable documents

may be perfected by filing.

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

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

(2)

And
except
Except

as
otherwise provided in division (D) of section 1309.308 of the Revised
Code, a security interest in a letter-of-credit right may be
perfected only by control under section 1309.314 of the Revised Code;

and

(3)
A security interest in

tangible

money may be perfected only by the secured party's taking possession
under section 1309.313 of the Revised Code
;

(4)
A security interest in electronic money may be perfected only by
control under section 1309.314 of the Revised Code
.

(C)
While goods are in the possession of a bailee that has issued a
negotiable document covering the goods:

(1)
A security interest in the goods may be perfected by perfecting a
security interest in the document; and

(2)
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.

(D)
While goods are in the possession of a bailee that has issued a
non-negotiable document covering the goods, a security interest in
the goods may be perfected by:

(1)
Issuance of a document in the name of the secured party;

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

(3)
Filing as to the goods.

(E)
A security interest in certificated securities, or negotiable
documents, or instruments is perfected without filing or the taking
of possession or control for a period of twenty days from the time it
attaches to the extent that it arises for new value given under
an
authenticated
a
signed
security
agreement.

(F)
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 a period of twenty days
without filing if the secured party makes available to the debtor the
goods or documents representing the goods for the purpose of:

(1)
Ultimate sale or exchange; or

(2)
Loading, unloading, storing, shipping, trans-shipping, manufacturing,
processing, or otherwise dealing with them in a manner preliminary to
their sale or exchange.

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

(1)
Ultimate sale or exchange; or

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

(H)
After the twenty-day period specified in divisions (E), (F), or (G)
of this section expires, perfection depends upon compliance with this
chapter.

Sec.
1309.313.
When
possession by or delivery to secured party perfects security interest
without filing [UCC 9-313]

(A)
Except as otherwise provided in division (B) of this section, a
secured party may perfect a security interest in
tangible
negotiable documents,
goods,
instruments,

negotiable
tangible documents, or tangible

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 section 1308.27 of the Revised
Code.

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

(C)
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:

(1)
The person in possession
authenticates

signs

a
record acknowledging that the person holds possession of the
collateral for the secured party's benefit; or

(2)
The person takes possession of the collateral after having

authenticated

signed

a
record acknowledging that the person will hold possession of
the

collateral
for the secured party's benefit.

(D)
If perfection of a security interest depends upon possession of the
collateral by a secured party, perfection occurs
no

not

earlier
than the time the secured party takes possession and continues only
while the secured party retains possession.

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

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

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

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

(2)
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.

(H)
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:

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

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

(I)
A secured party does not relinquish possession, even if a delivery
under division (H) of this section violates the rights of a debtor. A
person to whom collateral is delivered under division (H) 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.

Sec.
1309.314.
Perfection
by control [UCC 9-314]

(A)
A security interest in
investment
property, deposit accounts, letter-of-credit rights, electronic
chattel paper, or electronic documents
controllable
accounts, controllable electronic records, controllable payment
intangibles, deposit accounts, electronic documents, electronic
money, investment property, or letter-of-credit rights
may
be perfected by control of the collateral under section 1307.106,
1309.104,
1309.105,

1309.106,

or

1309.107
,
1309.111, or 1309.112

of the Revised Code.

(B)
A security interest in
deposit
accounts, electronic chattel paper, letter-of-credit rights, or
electronic documents
controllable
accounts, controllable electronic records, controllable payment
intangibles, deposit accounts, electronic documents, electronic
money, or letter-of-credit rights
is
perfected by control under section 1307.106, 1309.104,
1309.105,
or
1309.107
,
1309.111, or 1309.112

of the Revised Code
when

not
earlier than the time
the
secured party obtains control and remains perfected by control only
while the secured party retains control.

(C)
A security interest in investment property is perfected by control
under section 1309.106 of the Revised Code
from

not
earlier than
the
time the secured party obtains control and remains perfected by
control until:

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

(2)
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.

Sec.
1309.316.
Continued
perfection of security interest following change in governing law
[UCC 9-316]

(A)
A security interest perfected pursuant to the law of the jurisdiction
designated in division (A) of section 1309.301

or

,

division
(C) of section 1309.305
,
division (D) of section 1309.343, or division (B) of section 1309.344

of the Revised Code remains perfected until the earliest of:

(1)
The time perfection would have ceased under the law of that
jurisdiction;

(2)
The expiration of four months after a change of the debtor's location
to another jurisdiction; or

(3)
The expiration of one year after a transfer of collateral to a person
that thereby becomes a debtor and is located in another jurisdiction.

(B)
If a security interest described in division (A) of this section
becomes perfected under the law of the other jurisdiction before the
earliest time or event described in that division, it remains
perfected thereafter. If the security interest does not become
perfected under the law of the other jurisdiction before that
earliest time or event, it becomes unperfected and is deemed never to
have been perfected as against a purchaser of the collateral for
value.

(C)
A possessory security interest in collateral, other than goods
covered by a certificate of title and as-extracted collateral
consisting of goods, remains continuously perfected if:

(1)
The collateral is located in one jurisdiction and subject to a
security interest perfected under the law of that jurisdiction;

(2)
Thereafter, the collateral is brought into another jurisdiction; and

(3)
Upon entry into the other jurisdiction, the security interest is
perfected under the law of the other jurisdiction.

(D)
Except as otherwise provided in division (E) of this section, a
security interest in goods covered by a certificate of title that is
perfected by any method under the law of another jurisdiction when
the goods become covered by a certificate of title from this state
remains perfected until the security interest would have become
unperfected under the law of the other jurisdiction had the goods not
become so covered.

(E)
A security interest described in division (D) of this section becomes
unperfected as against a purchaser of the goods for value and is
deemed never to have been perfected as against a purchaser of the
goods for value if the applicable requirements for perfection under
division (B) of section 1309.311 or section 1309.313 of the Revised
Code are not satisfied before the earlier of:

(1)
The time the security interest would have become unperfected under
the law of the other jurisdiction had the goods not become covered by
a certificate of title from this state; or

(2)
The expiration of four months after the goods had become so covered.

(F)
A security interest in
chattel
paper, controllable accounts, controllable electronic records,
controllable payment intangibles,
deposit
accounts, letter-of-credit rights, or investment property that is
perfected under the law of the

chattel
paper's jurisdiction, the controllable electronic record's
jurisdiction, the

bank's jurisdiction, the issuer's jurisdiction, a nominated person's
jurisdiction, the securities intermediary's jurisdiction, or the
commodity intermediary's jurisdiction, as applicable, remains
perfected until the earlier of:

(1)
The time the security interest would have become unperfected under
the law of that jurisdiction; or

(2)
The expiration of four months after a change of the applicable
jurisdiction to another jurisdiction.

(G)
If a security interest described in division (F) of this section
becomes perfected under the law of the other jurisdiction before the
earlier of the time or the end of the period described in that
division, it remains perfected thereafter. If the security interest
does not become perfected under the law of the other jurisdiction
before the earlier of that time or the end of that period, it becomes
unperfected and is deemed never to have been perfected as against a
purchaser of the collateral for value.

(H)
The following rules apply to collateral to which a security interest
attaches within four months after the debtor changes its location to
another jurisdiction:

(1)
A financing statement filed before the change pursuant to the law of
the jurisdiction designated in division (A) of section 1309.301 or
division (C) of section 1309.305 of the Revised Code is effective to
perfect a security interest in the collateral if the financing
statement would have been effective to perfect a security interest in
the collateral had the debtor not changed its location.

(2)
If a security interest perfected by a financing statement that is
effective under division (H)(1) of this section becomes perfected
under the law of the other jurisdiction before the earlier of the
time the financing statement would have become ineffective under the
law of the jurisdiction designated in division (A) of section
1309.301 or division (C) of section 1309.305 of the Revised Code or
the expiration of the four-month period, it remains perfected
thereafter. If the security interest does not become perfected under
the law of the other jurisdiction before the earlier time or event,
it becomes unperfected and is deemed never to have been perfected as
against a purchaser of the collateral for value.

(I)
If a financing statement naming an original debtor is filed pursuant
to the law of the jurisdiction designated in division (A) of section
1309.301 or division (C) of section 1309.305 of the Revised Code and
the new debtor is located in another jurisdiction, the following
rules apply:

(1)
The financing statement is effective to perfect a security interest
in collateral acquired by the new debtor before, and within four
months after, the new debtor becomes bound under division (D) of
section 1309.203 of the Revised Code, if the financing statement
would have been effective to perfect a security interest in the
collateral had the collateral been acquired by the original debtor.

(2)
A security interest perfected by the financing statement and that
becomes perfected under the law of the other jurisdiction before the
earlier of the time the financing statement would have become
ineffective under the law of the jurisdiction designated in division
(A) of section 1309.301 or division (C) of section 1309.305 of the
Revised Code or the expiration of the four-month period remains
perfected thereafter. A security interest that is perfected by the
financing statement but that does not become perfected under the law
of the other jurisdiction before the earlier time or event becomes
unperfected and is deemed never to have been perfected as against a
purchaser of the collateral for value.

Sec.
1309.317.
Interests
that take priority over or take free of security interest or
agricultural lien [UCC 9-317]

(A)
A security interest or agricultural lien is subordinate to the rights
of:

(1)
A person entitled to priority under section 1309.322 of the Revised
Code; and

(2)
Except as otherwise provided in division (E) of this section, a
person who becomes a lien creditor before the earlier of the time:

(a)
The security interest or agricultural lien is perfected; or

(b)
One of the conditions specified in division (B)(3) of section
1309.203 of the Revised Code is met and a financing statement
covering the collateral is filed.

(B)
Except as otherwise provided in division (E) of this section, a
buyer, other than a secured party, of
tangible
chattel paper, tangible documents,
goods,
instruments,
tangible
documents,
or
a certificated security takes free of a security interest or
agricultural lien if the buyer gives value and receives delivery of
the collateral without knowledge of the security interest or
agricultural lien and before it is perfected.

(C)
Except as otherwise provided in division (E) of this section, a
lessee of goods takes free of a security interest or agricultural
lien if the lessee gives value and receives delivery of the
collateral without knowledge of the security interest or agricultural
lien and before it is perfected.

(D)

A

Subject
to divisions (F) to (I) of this section, a
licensee
of a general intangible or a buyer, other than a secured party, of
collateral other than
tangible
chattel paper
electronic
money
,

tangible
documents,
goods,
instruments,

tangible
documents,

or a certificated security takes free of a security interest if the
licensee or buyer gives value without knowledge of the security
interest and before it is perfected.

(E)
Except as otherwise provided in sections 1309.320 and 1309.321 of the
Revised Code, if a person files a financing statement with respect to
a purchase money security interest before or within twenty days after
the debtor receives delivery of the collateral, the security interest
takes priority over the rights of a buyer, lessee, or lien creditor
that arise between the time the security interest attaches and the
time of filing.

(F)
A buyer, other than a secured party, of chattel paper takes free of a
security interest if, without knowledge of the security interest and
before it is perfected, the buyer gives value and:

(1)
Receives delivery of each authoritative copy of the record evidencing
the chattel paper; and

(2)
If each authoritative electronic copy of the record evidencing the
chattel paper can be subjected to control under section 1309.105 of
the Revised Code, obtains control of each authoritative electronic
copy.

(G)
A buyer of an electronic document takes free of a security interest
if, without knowledge of the security interest and before it is
perfected, the buyer gives value and, if each authoritative
electronic copy of the document can be subjected to control under
section 1307.106 of the Revised Code, obtains control of each
authoritative electronic copy.

(H)
A buyer of a controllable electronic record takes free of a security
interest if, without knowledge of the security interest and before it
is perfected, the buyer gives value and obtains control of the
controllable electronic record.

(I)
A buyer, other than a secured party, of a controllable account or a
controllable payment intangible takes free of a security interest if,
without knowledge of the security interest and before it is
perfected, the buyer gives value and obtains control of the
controllable account or controllable payment intangible.

Sec.
1309.323.
Future
advances [UCC 9-323]

(A)
Except as otherwise provided in division (C) of this section, for
purposes of determining the priority of a perfected security interest
under division (A)(1) of section 1309.322 of the Revised Code,
perfection of the security interest dates from the time an advance is
made to the extent that the security interest secures an advance
that:

(1)
Is made while the security interest is perfected only:

(a)
Under section 1309.309 of the Revised Code when it attaches; or

(b)
Temporarily under division (E), (F), or (G) of section 1309.312 of
the Revised Code.

(2)
Is not made pursuant to a commitment entered into before or while the
security interest is perfected by a method other than under section
1309.309 or division (E), (F), or (G) of section 1309.312 of the
Revised Code.

(B)
Except as otherwise provided in division (C) 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 advances made more than forty-five days after the person
becomes a lien creditor unless the advance is made:

(1)
Without knowledge of the lien; or

(2)
Pursuant to a commitment entered into without knowledge of the lien.

(C)
Divisions (A) and (B) 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.

(D)
Except as otherwise provided in division (E) 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:

(1)
The time the secured party acquires knowledge of the buyer's
purchase; or

(2)
Forty-five days after the purchase.

(E)
Division (D) 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 forty-five-day
period.

(F)
Except as otherwise provided in division (G) 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:

(1)
The time the secured party acquires knowledge of the lease; or

(2)
Forty-five days after the lease contract becomes enforceable.

(G)
Division (F) 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 forty-five-day period.

Sec.
1309.324.
Priority
of purchase-money security interests [UCC 9-324]

(A)
Except as otherwise provided in division (G) 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
section 1309.327 of the Revised Code, 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 twenty days thereafter.

(B)
Subject to division (C) of this section and except as otherwise
provided in division (G) 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 in chattel paper or an instrument constituting
proceeds of the inventory and in proceeds of the chattel paper, if
provided in section 1309.330 of the Revised Code, and, except as
otherwise provided in section 1309.327 of the Revised Code, 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:

(1)
The purchase money security interest is perfected when the debtor
receives possession of the inventory;

(2)
The purchase money secured party sends
an
authenticated
a
signed
notification
to the holder of the conflicting security interest;

(3)
The holder of the conflicting security interest receives the
notification within five years before the debtor receives possession
of the inventory; and

(4)
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.

(C)
Divisions (B)(2), (3), and (4) of this section apply only if the
holder of the conflicting security interest filed a financing
statement covering the same types of inventory:

(1)
If the purchase money security interest is perfected by filing,
before the date of the filing; or

(2)
If the purchase money security interest is temporarily perfected
without filing or possession under division (F) of section 1309.312
of the Revised Code, before the beginning of the twenty-day period.

(D)
Subject to division (E) of this section and except as otherwise
provided in division (G) 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 section 1309.327 of the Revised Code,
a perfected security interest in their identifiable proceeds and
identifiable products in their unmanufactured states also has
priority, if:

(1)
The purchase money security interest is perfected when the debtor
receives possession of the livestock;

(2)
The purchase money secured party sends
an
authenticated
a
signed
notification
to the holder of the conflicting security interest;

(3)
The holder of the conflicting security interest receives the
notification within six months before the debtor receives possession
of the livestock; and

(4)
The notification states that the person sending the notification has
or expects to acquire a purchase money security interest in livestock
of the debtor and describes the livestock.

(E)
Divisions (D)(2), (3), and (4) of this section apply only if the
holder of the conflicting security interest had filed a financing
statement covering the same types of livestock:

(1)
If the purchase money security interest is perfected by filing,
before the date of the filing; or

(2)
If the purchase money security interest is temporarily perfected
without filing or possession under division (F) of section 1309.312
of the Revised Code, before the beginning of the twenty-day period.

(F)
Except as otherwise provided in division (G) of this section, a
perfected purchase money security interest in software has priority
over a conflicting security interest in the same collateral, and,
except as otherwise provided in section 1309.327 of the Revised Code,
a perfected security interest in its identifiable proceeds also has
priority, to the extent that the purchase money security interest in
the goods in which the software was acquired for use has priority in
the goods and proceeds of the goods under this section.

(G)
If more than one security interest qualifies for priority in the same
collateral under division (A), (B), (D), or (F) of this section:

(1)
A security interest securing an obligation incurred as all or part of
the price of the collateral has priority over a security interest
securing an obligation incurred for value given to enable the debtor
to acquire rights in or the use of collateral; and

(2)
In all other cases, division (A) of section 1309.322 of the Revised
Code applies to the qualifying security interests.

Sec.
1309.330.
Priority
of purchaser of chattel paper or instrument [UCC 9-330]

(A)
A purchaser of chattel paper has priority over a security interest in
the chattel paper that is claimed merely as proceeds of inventory
subject to a security interest if:

(1)
In good faith and in the ordinary course of the purchaser's business,
the purchaser gives new value

and

,

takes
possession of

each
authoritative tangible copy of the record evidencing

the chattel paper

or

,
and
obtains
control
of
the chattel paper
under
section 1309.105 of the Revised Code

of
each authoritative electronic copy of the record evidencing the
chattel paper
;
and

(2)
The
authoritative
copies of the record evidencing the
chattel
paper
does

do

not
indicate that
it

the
chattel paper
has
been assigned to an identified assignee other than the purchaser.

(B)
A purchaser of chattel paper has priority over a security interest in
the chattel paper that is claimed other than merely as proceeds of
inventory subject to a security interest if the purchaser gives new
value

and

,

takes
possession of

each
authoritative tangible copy of the record evidencing

the chattel paper

or

,
and
obtains
control
of
the chattel paper
under
section 1309.105 of the Revised Code

of
each authoritative electronic copy of the record evidencing the
chattel paper

in good faith, in the ordinary course of the purchaser's business,
and without knowledge that the purchase violates the rights of the
secured party.

(C)
Except as otherwise provided in section 1309.327 of the Revised Code,
a purchaser having priority in chattel paper under division (A) or
(B) of this section also has priority in proceeds of the chattel
paper to the extent that:

(1)
Section 1309.322 of the Revised Code provides for priority in the
proceeds; or

(2)
The proceeds consist of the specific goods covered by the chattel
paper or cash proceeds of the specific goods, even if the purchaser's
security interest in the proceeds is unperfected.

(D)
Except as otherwise provided in division (A) of section 1309.331 of
the Revised Code, a purchaser of an instrument has priority over a
security interest in the instrument perfected by a method other than
possession if the purchaser gives value and takes possession of the
instrument in good faith and without knowledge that the purchase
violates the rights of the secured party.

(E)
For purposes of divisions (A) and (B) of this section, the holder of
a purchase money security interest in inventory gives new value for
chattel paper constituting proceeds of the inventory.

(F)
For purposes of divisions (B) and (D) of this section, if
the
authoritative copies of the record evidencing
chattel
paper or an instrument
indicates

indicate

that

it

the
chattel paper or instrument
has
been assigned to an identified secured party other than the
purchaser, a purchaser of the chattel paper or instrument has
knowledge that the purchase violates the rights of the secured party.

Sec.
1309.331.
Priority
of rights of purchasers of controllable accounts, controllable
electronic records, controllable payment intangibles, documents,
instruments, and securities under other chapters; priority of
interests in financial assets and security entitlements and
protection against assertion of claim under Chapters 1303., 1307.,
1308., and 1314. of the Revised Code [UCC 9-331]

(A)
This chapter does not limit the rights of a holder in due course of a
negotiable instrument, as defined in section 1303.32 of the Revised
Code, or a holder to whom a negotiable document of title has been
duly negotiated under section 1307.501 of the Revised Code,
or

a
protected purchaser of a security under section 1308.17 of the
Revised Code
,
or a qualifying purchaser of a controllable account, controllable
electronic record, or controllable payment intangible
.
These holders or purchasers take priority over an earlier security
interest, even though perfected, to the extent provided in Chapters
1303., 1307.,
and

1308.
,
and 1314.

of the Revised Code.

(B)
This chapter does not limit the rights of or impose liability on a
person to the extent that the person is protected against the
assertion of a claim under
Chapter

Chapters

1308.

and
1314.

of the Revised Code.

(C)
Filing under this chapter does not constitute notice of a claim or
defense to the holders, purchasers, or persons described in divisions
(A) and (B) of this section.

Sec.
1309.332.
Transfer
of money; transfer of funds from deposit account [UCC 9-332]

(A)
A transferee of
tangible

money
takes the money free of a security interest
unless

if

the
transferee
acts

receives
possession of the money without acting
in
collusion with the debtor in violating the rights of the secured
party.

(B)
A transferee of funds from a deposit account takes the funds free of
a security interest in the deposit account
unless

if

the
transferee
acts

receives
the funds without acting
in
collusion with the debtor in violating the rights of the secured
party.

(C)
A transferee of electronic money takes the money free of a security
interest if the transferee obtains control of the money without
acting in collusion with the debtor in violating the rights of the
secured party.

Sec.
1309.334.
Priority
of security interests in fixtures and crops [UCC 9-334]

(A)
A security interest under this chapter may be created in goods that
are fixtures or may continue in goods that become fixtures. A
security interest does not exist under this chapter in ordinary
building materials incorporated into an improvement on land.

(B)
This chapter does not prevent creation of an encumbrance upon
fixtures pursuant to real property law.

(C)
In cases not governed by divisions (D) to (H) of this section, a
security interest in fixtures is subordinate to a conflicting
interest of an encumbrancer or owner of the related real property
other than the debtor.

(D)
Except as otherwise provided in division (H) of this section, a
perfected security interest in fixtures has priority over a
conflicting interest of an encumbrancer or owner of the real property
if the debtor has an interest of record in or is in possession of the
real property and:

(1)
The security interest is a purchase money security interest;

(2)
The interest of the encumbrancer or owner arises before the goods
become fixtures; and

(3)
The security interest is perfected by a fixture filing before the
goods become fixtures or within twenty days thereafter.

(E)
A perfected security interest in fixtures has priority over a
conflicting interest of an encumbrancer or owner of the real property
if:

(1)
The debtor has an interest of record in the real property or is in
possession of the real property, and the security interest:

(a)
Is perfected by a fixture filing before the interest of the
encumbrancer or owner is of record; and

(b)
Has priority over any conflicting interest of a predecessor in title
of the encumbrancer or owner;

(2)
Before the goods became fixtures, the security interest is perfected
by any method permitted by this chapter, and the fixtures are readily
removable:

(a)
Factory or office machines;

(b)
Equipment that is not primarily used or leased for use in the
operation of the real property; or

(c)
Replacements of domestic appliances that are consumer goods;

(3)
The conflicting interest is a lien on the real property obtained by
legal or equitable proceedings after the security interest was
perfected by any method permitted by this chapter; or

(4)
The security interest is:

(a)
Created in a manufactured home in a manufactured home transaction;
and

(b)
Perfected pursuant to a section listed in division (A)(2) of section
1309.311 of the Revised Code.

(F)
A security interest in fixtures, whether or not perfected, has
priority over the conflicting interest of an encumbrancer or owner of
the real property if:

(1)
The encumbrancer or owner has, in
an
authenticated
a
signed
record,
consented to the security interest or disclaimed an interest in the
goods as fixtures; or

(2)
The debtor has a right to remove the goods as against the
encumbrancer or owner.

(G)
The priority of the security interest under division (F)(2) of this
section continues for a reasonable time if the debtor's right to
remove the goods as against the encumbrancer or owner terminates.

(H)
A mortgage is a construction mortgage to the extent that it secures
an obligation incurred for the construction of an improvement on
land, including the acquisition cost of the land, if a recorded
record of the mortgage so indicates. Except as otherwise provided in
divisions (E) and (F) of this section, a security interest in
fixtures is subordinate to a construction mortgage if a record of the
mortgage is recorded before the goods become fixtures and the goods
become fixtures before the completion of the construction. A mortgage
has this priority to the same extent as a construction mortgage to
the extent that it is given to refinance a construction mortgage.

(I)
A perfected security interest in crops growing on real property has
priority over a conflicting interest of an encumbrancer or owner of
the real property if the debtor has an interest of record in or is in
possession of the real property.

(J)
Division (I) of this section prevails over any inconsistent statutes
not specifically enumerated under division (D)(2) of section 1309.109
of the Revised Code and applicable by their terms.

Sec.
1309.341.
Bank's
rights and duties with respect to deposit account [UCC 9-341]

Except
as otherwise provided in division (C) of section 1309.340 of the
Revised Code, and unless the bank otherwise agrees in
an
authenticated
a
signed
record,
a bank's rights and duties with respect to a deposit account
maintained with the bank are not terminated, suspended, or modified
by:

(A)
The creation, attachment, or perfection of a security interest in the
deposit account;

(B)
The bank's knowledge of the security interest; or

(C)
The bank's receipt of instructions from the secured party.

Sec.
1309.343.
Law
governing perfection and priority of security interests in chattel
paper [UCC 9-306A]

(A)
Except as provided in division (D) of this section, if chattel paper
is evidenced only by an authoritative electronic copy of the chattel
paper or is evidenced by an authoritative electronic copy and an
authoritative tangible copy, the local law of the chattel paper's
jurisdiction governs perfection, the effect of perfection or
nonperfection, and the priority of a security interest in the chattel
paper, even if the transaction does not bear any relation to the
chattel paper's jurisdiction.

(B)
The following rules determine the chattel paper's jurisdiction under
this section:

(1)
If the authoritative electronic copy of a recording evidencing
chattel paper, or a record attached to or logically associated with
the electronic copy and readily available for review, expressly
provides that a particular jurisdiction is the chattel paper's
jurisdiction for purposes of this section, this chapter, or Chapters
1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309., 1310., and
1314. of the Revised Code, that jurisdiction is the chattel paper's
jurisdiction.

(2)
If division (B)(1) of this section does not apply and the rules of
the system in which the authoritative electronic copy is recorded are
readily available for review and expressly provide that a particular
jurisdiction is the chattel paper's jurisdiction for purposes of this
section, this chapter, or Chapters 1301., 1302., 1303., 1304., 1305.,
1307., 1308., 1309., 1310., and 1314. of the Revised Code, that
jurisdiction is the chattel paper's jurisdiction.

(3)
If divisions (B)(1) and (2) of this section do not apply and the
authoritative electronic copy, or a record attached to or logically
associated with the electronic copy and readily available for review,
expressly provides that the chattel paper is governed by the law of a
particular jurisdiction, that jurisdiction is the chattel paper's
jurisdiction.

(4)
If divisions (B)(1), (2), and (3) of this section do not apply and
the rules of the system in which the authoritative electronic copy is
recorded are readily available for review and expressly provide that
the chattel paper or the system is governed by the law of a
particular jurisdiction, that jurisdiction is the chattel paper's
jurisdiction.

(5)
If divisions (B)(1) to (4) of this section do not apply, the chattel
paper's jurisdiction is the jurisdiction in which the debtor is
located.

(C)
If an authoritative tangible copy of a record evidences chattel paper
and the chattel paper is not evidenced by an authoritative electronic
copy, while the authoritative tangible copy of the record is located
in a jurisdiction, the local law of that jurisdiction governs both of
the following:

(1)
Perfection of a security interest in the chattel paper by possession
under section 1309.314 of the Revised Code;

(2)
The effect of perfection and nonperfection and the priority of a
security interest in the chattel paper.

(D)
The local law of the jurisdiction in which the debtor is located
governs perfection of a security interest in the chattel paper by
filing.

Sec.
1309.344.
Law
governing perfection and priority of security interests in
controllable accounts, controllable electronic records, and
controllable payment intangibles [UCC 9-306B]

(A)
Except as provided in division (B) of this section, the local law of
the controllable electronic record's jurisdiction specified in
divisions (C) and (D) of section 1314.107 of the Revised Code governs
perfection, the effect of perfection or nonperfection, and the
priority of a security interest in a controllable electronic record
and a security interest in a controllable account or controllable
payment intangible governed by the controllable electronic record.

(B)
The local law of the jurisdiction in which the debtor is located
governs both of the following:

(1)
Perfection of a security interest in a controllable account,
controllable electronic record, or controllable payment intangible by
filing;

(2)
Automatic perfection of a security interest in a controllable payment
intangible created by the sale of the controllable payment
intangible.

Sec.
1309.345.
Perfection
by possession and control of chattel paper [UCC 9-314A]

(A)
A secured party may perfect a security interest in chattel paper by
taking possession of each authoritative tangible copy of the record
evidencing the chattel paper and obtaining control of each
authoritative electronic copy of the electronic record evidencing the
chattel paper.

(B)
A security interest is perfected under division (A) of this section
not earlier than the time the secured party takes possession and
obtains control and remains perfected under division (A) of this
section only while the secured party retains possession and control.

(C)
Divisions (C), (F), (G), (H), and (I) of section 1309.313 of the
Revised Code apply to perfection by possession of an authoritative
tangible copy of a record evidencing chattel paper.

Sec.
1309.346.
Priority
of security interest in controllable account, controllable electronic
record, and controllable payment intangible [UCC 9-326A]

A
security interest in a controllable account, controllable electronic
record, or controllable payment intangible held by a secured party
having control of the account, electronic record, or payment
intangible has priority over a conflicting security interest held by
a secured party that does not have control.

Sec.
1309.404.
Rights
acquired by assignee; claims and defenses against assignee [UCC
9-404]

(A)
Unless an account debtor has made an enforceable agreement not to
assert defenses or claims, and subject to divisions (B) to (E) of
this section, the rights of an assignee are subject to:

(1)
All terms of the agreement between the account debtor and assignor
and any defense or claim in recoupment arising from the transaction
that gave rise to the contract; and

(2)
Any other defense or claim of the account debtor against the assignor
that accrues before the account debtor receives a notification of the
assignment
authenticated

signed

by
the assignor or the assignee.

(B)
Subject to division (C) of this section and except as provided in
division (D) of this section, the claim of an account debtor against
an assignor may be asserted against an assignee under division (A) of
this section only to reduce the amount the account debtor owes.

(C)
This section is subject to law other than this chapter that
establishes a different rule for an account debtor who is an
individual and who incurred the obligation primarily for personal,
family, or household purposes.

(D)
In a consumer transaction, if a record evidences the account debtor's
obligation, if law other than this chapter requires that the record
include a statement to the effect that the account debtor's recovery
against an assignee with respect to claims and defenses against the
assignor may not exceed amounts paid by the account debtor under the
record, and if the record does not include the required statement,
the extent to which a claim of an account debtor against the assignor
may be asserted against an assignee is determined as if the record
included the required statement.

(E)
This section does not apply to an assignment of a
health-care-insurance receivable.

Sec.
1309.406.
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 [UCC
9-406]

(A)
Subject to divisions (B) to (I)

and
division (L)

of this section, an account debtor on an account, chattel paper, or
payment intangible may discharge its obligation by paying the
assignor until, but not after, the account debtor receives a
notification,
authenticated

signed

by
the assignor or the assignee, that the amount due or to become due
has been assigned and that payment is to be made to the assignee.
After receipt of the notification, the account debtor may discharge
its obligation by paying the assignee and may not discharge the
obligation by paying the assignor.

(B)
Subject to
division

divisions

(H)

and
(L)

of this section, notification under division (A) of this section is
not effective:

(1)
If the notification does not reasonably identify the rights assigned;

(2)
To the extent that an agreement between an account debtor and a
seller of a payment intangible limits the account debtor's duty to
pay a person other than the seller and the limitation is effective
under law other than this chapter; or

(3)
At the option of an account debtor, if the notification notifies the
account debtor to make less than the full amount of any installment
or other periodic payment to the assignee, even if:

(a)
Only a portion of the account, chattel paper, or payment intangible
has been assigned to that assignee;

(b)
A portion has been assigned to another assignee; or

(c)
The account debtor knows that the assignment to that assignee is
limited.

(C)
Subject to
division

divisions

(H)

and
(L)

of this section, if requested by the account debtor, an assignee
shall seasonably furnish reasonable proof that the assignment has
been made. Unless the assignee complies, the account debtor may
discharge its obligation by paying the assignor, even if the account
debtor has received a notification under division (A) of this
section.

(D)

As
used in this division, "promissory note" includes a
negotiable instrument that evidences chattel paper.
Except
as otherwise provided in division (E) of this section and sections
1309.407 and 1310.31 of the Revised Code, and subject to division (H)
of this section, a term in an agreement between an account debtor and
an assignor or in a promissory note is ineffective to the extent that
it:

(1)
Prohibits, restricts, or requires the consent of the account debtor
or person obligated on the promissory note to the assignment or
transfer of, or the creation, attachment, perfection, or enforcement
of a security interest in, the account, chattel paper, payment
intangible, or promissory note; or

(2)
Provides that the assignment or transfer or the creation, attachment,
perfection, or enforcement of the security interest may give rise to
a default, breach, right of recoupment, claim, defense, termination,
right of termination, or remedy under the account, chattel paper,
payment intangible, or promissory note.

(E)
Division (D) of this section does not apply to the sale of a payment
intangible or promissory note, other than a sale pursuant to a
disposition under section 1309.610 of the Revised Code or an
acceptance of collateral under section 1309.620 of the Revised Code.

(F)
Except as provided in sections 1309.407 and 1310.31 of the Revised
Code and subject to divisions (H) and (I) of this section, a rule of
law, statute, or regulation that prohibits, restricts, or requires
the consent of a government, governmental body or official, or
account debtor to the assignment or transfer of, or creation of a
security interest in, an account or chattel paper is not effective to
the extent that the rule of law, statute, or regulation:

(1)
Prohibits, restricts, or requires the consent of the government,
governmental body or official, or account debtor to the assignment or
transfer of, or the creation, attachment, perfection, or enforcement
of a security interest in the account or chattel paper; or

(2)
Provides that the assignment or transfer or the creation, attachment,
perfection, or enforcement of the security interest may give rise to
a default, breach, right of recoupment, claim, defense, termination,
right of termination, or remedy under the account or chattel paper.

(G)
Subject to
division

divisions

(H)

and
(L)

of this section, an account debtor may not waive or vary its option
under division (B)(3) of this section.

(H)
This section is subject to law other than this chapter that
establishes a different rule for an account debtor who is an
individual and who incurred the obligation primarily for personal,
family, or household purposes.

(I)
This section does not apply to an assignment of a
health-care-insurance receivable.

(J)
Divisions (D) and (F) of this section do not apply to:

(1)
A claim or right to receive compensation for injuries or sickness as
described in section 104(a)(1) or (2) of the Internal Revenue Code,
as amended; or

(2)
A claim or right to receive benefits under a special needs trust as
described in the "Omnibus Budget Reconciliation Act of 1993,"
107 Stat. 312, 42 U.S.C. 1396p(d)(4), as amended.

(K)
Divisions (D), (F), and (J) of this section apply only to a security
interest created on or after July 1, 2001. Nothing in this section
shall supersede the provisions of sections 2323.58 to 2323.587 of the
Revised Code. This section shall be interpreted consistently with
sections 2323.58 to 2323.587 of the Revised Code.

(L)
Divisions (A), (B), (C), and (G) of this section do not apply to a
controllable account or controllable payment intangible.

Sec.
1309.408.
Restrictions
on assignment of promissory notes, heath-care-insurance receivables,
and certain general intangibles ineffective [UCC 9-408]

(A)
Except as otherwise provided in division (B) of this section, a term
in a promissory note or in an agreement between an account debtor and
a debtor that relates to a health-care-insurance receivable or a
general intangible, including a contract, permit, license, or
franchise, and which term prohibits, restricts, or requires the
consent of the person obligated on the promissory note or the account
debtor to, the assignment or transfer of, or creation, attachment, or
perfection of a security interest in, the promissory note,
health-care-insurance receivable, or general intangible, is not
effective to the extent that the term:

(1)
Would impair the creation, attachment, or perfection of a security
interest; or

(2)
Provides that the assignment or transfer or the creation, attachment,
or perfection of the security interest may give rise to a default,
breach, right of recoupment, claim, defense, termination, right of
termination, or remedy under the promissory note,
health-care-insurance receivable, or general intangible.

(B)
Division (A) applies to a security interest in a payment intangible
or promissory note only if the security interest arises out of a sale
of the payment intangible or promissory note, other than a sale
pursuant to a disposition under section 1309.610 of the Revised Code
or an acceptance of collateral under section 1309.620 of the Revised
Code.

(C)
A rule of law, statute, or regulation that prohibits, restricts, or
requires the consent of a government, governmental body or official,
person obligated on a promissory note, or account debtor to the
assignment or transfer of, or creation of a security interest in, a
promissory note, health-care-insurance receivable, or general
intangible, including a contract, permit, license, or franchise
between an account debtor and a debtor, is not effective to the
extent that the rule of law, statute, or regulation:

(1)
Would impair the creation, attachment, or perfection of a security
interest; or

(2)
Provides that the assignment or transfer or the creation, attachment,
or perfection of the security interest may give rise to a default,
breach, right of recoupment, claim, defense, termination, right of
termination, or remedy under the promissory note,
health-care-insurance receivable, or general intangible.

(D)
To the extent that a term in a promissory note or in an agreement
between an account debtor and a debtor that relates to a
health-care-insurance receivable or general intangible or a rule of
law, statute, or regulation described in division (C) of this section
would be effective under law other than this chapter but is
ineffective under division (A) or (C) of this section, the creation,
attachment, or perfection of a security interest in the promissory
note, health-care-insurance receivable, or general intangible:

(1)
Is not enforceable against the person obligated on the promissory
note or the account debtor;

(2)
Does not impose a duty or obligation on the person obligated on the
promissory note or the account debtor;

(3)
Does not require the person obligated on the promissory note or the
account debtor to recognize the security interest, pay or render
performance to the secured party, or accept payment or performance
from the secured party;

(4)
Does not entitle the secured party to use or assign the debtor's
rights under the promissory note, health-care-insurance receivable,
or general intangible, including any related information or materials
furnished to the debtor in the transaction giving rise to the
promissory note, health-care-insurance receivable, or general
intangible;

(5)
Does not entitle the secured party to use, assign, possess, or have
access to any trade secrets or confidential information of the person
obligated on the promissory note or the account debtor; and

(6)
Does not entitle the secured party to enforce the security interest
in the promissory note, health-care-insurance receivable, or general
intangible.

(E)
Divisions (A) and (C) of this section do not apply to:

(1)
A claim or right to receive compensation for injuries or sickness as
described in section 104(a)(1) or (2) of the Internal Revenue Code as
amended; or

(2)
A claim or right to receive benefits under a special needs trust as
described in the "Omnibus Budget Reconciliation Act of 1993,"
107 Stat. 312, 42 U.S.C. 1396p(d)(4), as amended.

(F)
Divisions (A), (C), and (E) of this section apply only to a security
interest created on or after July 1, 2001. Nothing in this section
shall supersede the provisions of sections 2323.58 to 2323.587 of the
Revised Code. This section shall be interpreted consistently with
sections 2323.58 to 2323.587 of the Revised Code.

(G)
As used in this section, "promissory note" includes a
negotiable instrument that evidences chattel paper.

Sec.
1309.509.
Persons
entitled to file a record [UCC 9-509]

(A)
A person may file an initial financing statement, amendment that adds
collateral covered by a financing statement, or amendment that adds a
debtor to a financing statement only if:

(1)
The debtor authorizes the filing in
an
authenticated
a
signed
record
or pursuant to division (B) or (C) of this section; or

(2)
The person holds an agricultural lien that has become effective at
the time of filing, and the financing statement covers only
collateral in which the person holds an agricultural lien.

(B)
By
authenticating

signing

or
becoming bound as debtor by a security agreement, a debtor or new
debtor authorizes the filing of an initial financing statement, and
an amendment, covering:

(1)
The collateral described in the security agreement; and

(2)
Property that becomes collateral under division (A)(2) of section
1309.315 of the Revised Code, whether or not the security agreement
expressly covers proceeds.

(C)
By acquiring collateral in which a security interest or agricultural
lien continues under division (A)(1) of section 1309.315 of the
Revised Code, a debtor authorizes the filing of an initial financing
statement, and an amendment, covering the collateral and property
that becomes collateral under division (A)(2) of section 1309.315 of
the Revised Code.

(D)
A person may file an amendment other than an amendment that adds
collateral covered by a financing statement or an amendment that adds
a debtor to a financing statement only if:

(1)
The secured party of record authorizes the filing; or

(2)
The amendment is a termination statement for a financing statement as
to which the secured party of record has failed to file or send a
termination statement as required by division (A) or (C) of section
1309.513 of the Revised Code, the debtor authorizes the filing, and
the termination statement indicates that the debtor authorized it to
be filed.

(E)
If there is more than one secured party of record for a financing
statement, each secured party of record may authorize the filing of
an amendment under division (D) of this section.

Sec.
1309.513.
Termination
statement [UCC 9-513]

(A)
A secured party shall cause the secured party of record for a
financing statement to file a termination statement for the financing
statement if the financing statement covers consumer goods and:

(1)
There is no obligation secured by the collateral covered by the
financing statement, and no commitment to make an advance, incur an
obligation, or otherwise give value; or

(2)
The debtor did not authorize the filing of the initial financing
statement.

(B)
To comply with division (A) of this section, a secured party shall
cause the secured party of record to file the termination statement:

(1)
Within one month after there is no obligation secured by the
collateral covered by the financing statement and no commitment to
make an advance, incur an obligation, or otherwise give value; or

(2)
If earlier, within twenty days after the secured party receives
an
authenticated
a
signed
demand
from a debtor.

(C)
In cases not governed by division (A) of this section, within twenty
days after a secured party receives
an
authenticated
a
signed
demand
from a debtor, the secured party shall cause the secured party of
record for a financing statement to send to the debtor a termination
statement for the financing statement or file the termination
statement in the filing office if:

(1)
Except in the case of a financing statement covering accounts or
chattel paper that has been sold or goods that are the subject of a
consignment, there is no obligation secured by the collateral covered
by the financing statement and no commitment to make an advance,
incur an obligation, or otherwise give value;

(2)
The financing statement covers accounts or chattel paper that have
been sold but as to which the account debtor or other person
obligated has discharged its obligation;

(3)
The financing statement covers goods that were the subject of a
consignment to the debtor but are not in the debtor's possession; or

(4)
The debtor did not authorize the filing of the initial financing
statement.

(D)
Except as provided in section 1309.510 of the Revised Code, upon the
filing of a termination statement with the filing office, the
financing statement to which the termination statement relates ceases
to be effective. Except as provided in section 1309.510 of the
Revised Code, for purposes of division (G) of section 1309.519,
division (A) of section 1309.522, and division (C) of section
1309.523 of the Revised Code, the filing with the filing office of a
termination statement relating to a financing statement that
indicates that the debtor is a transmitting utility also causes the
effectiveness of the financing statement to lapse.

Sec.
1309.601.
Rights
after default; judicial enforcement; consignor or buyer of accounts,
chattel paper, payment intangibles, or promissory notes [UCC 9-601]

(A)
After default, a secured party has the rights provided in sections
1309.601 to 1309.628 of the Revised Code and, except as otherwise
provided in section 1309.602 of the Revised Code, those provided by
agreement of the parties. A secured party:

(1)
May reduce a claim to judgment, foreclose, or otherwise enforce the
claim, security interest, or agricultural lien by any available
judicial procedure; and

(2)
If the collateral is documents, proceed either as to the documents or
as to the goods they cover.

(B)
A secured party in possession of collateral or control of collateral
under section 1307.106, 1309.104, 1309.105, 1309.106,
or

1309.107
,
1309.111, or 1309.112

of the Revised Code has the rights and duties provided in section
1309.207 of the Revised Code.

(C)
The rights under divisions (A) and (B) of this section are cumulative
and may be exercised simultaneously.

(D)
Except as otherwise provided in division (G) of this section and
section 1309.605 of the Revised Code, after default, a debtor and an
obligor have the rights provided in sections 1309.601 to 1309.628 of
the Revised Code and by agreement of the parties.

(E)
If a secured party has reduced its claim to judgment, the lien of any
levy that may be made upon the collateral by virtue of an execution
based upon the judgment relates back to the earliest of:

(1)
The date of perfection of the security interest or agricultural lien
in the collateral;

(2)
The date of filing a financing statement covering the collateral; or

(3)
Any date specified in a statute under which the agricultural lien was
created.

(F)
A sale pursuant to an execution is a foreclosure of the security
interest or agricultural lien by judicial procedure within the
meaning of this section. A secured party may purchase at the sale and
after the sale may hold the collateral free of any other requirements
of this chapter.

(G)
Except as provided in division (C) of section 1309.607 of the Revised
Code, sections 1309.601 to 1309.628 of the Revised Code do not impose
any duties upon a secured party who is a consignor or a buyer of
accounts, chattel paper, payment intangibles, or promissory notes.

Sec.
1309.605.
A

Unknown
debtor or secondary obligor [UCC 9-605]

(A)
Except as otherwise provided in division (B) of this section, a

secured
party does not owe a duty based on its status as secured party:

(A)

(1)

To
a person who is a debtor or obligor, unless the secured party knows:

(1)

(a)

That
the person is a debtor or obligor;

(2)

(b)

The
identity of the person; and

(3)

(c)

How
to communicate with the person; or

(B)

(2)

To
a secured party or lienholder who has filed a financing statement
against a person, unless the secured party knows:

(1)

(a)

That
the person is a debtor; and

(2)

(b)

The
identity of the person.

(B)
A secured party owes a duty based on its status as a secured party to
a person if, at the time the secured party obtains control of
collateral that is a controllable account, controllable electronic
record, or controllable payment intangible or at a time the security
interest attaches to the collateral, whichever is later:

(1)
The person is a debtor or obligor; and

(2)
The secured party knows that the information in division (A)(1)(a),
(b), or (c) of this section relating to the person is not provided by
the collateral, a record attached to or logically associated with the
collateral, or the system in which the collateral is recorded.

Sec.
1309.608.
Application
of proceeds of collection or enforcement; liability for deficiency
and right to surplus [UCC 9-608]

(A)
If a security interest or agricultural lien secures payment or
performance of an obligation, the following rules apply:

(1)
A secured party shall apply or pay over for application the cash
proceeds of collection or enforcement under section 1309.607 of the
Revised Code in the following order:

(a)
The reasonable expenses of collection and enforcement and, to the
extent provided for by agreement and not prohibited by law,
reasonable attorney's fees and legal expenses incurred by the secured
party;

(b)
The satisfaction of obligations secured by the security interest or
agricultural lien under which the collection or enforcement is made;
and

(c)
The satisfaction of obligations secured by any subordinate security
interest in or other lien on the collateral subject to the security
interest or agricultural lien under which the collection or
enforcement is made if the secured party receives
an
authenticated
a
signed
demand
for proceeds before distribution of the proceeds is completed.

(2)
If requested by a secured party, a holder of a subordinate security
interest or other lien shall furnish reasonable proof of the interest
or lien within a reasonable time. Unless the holder complies, the
secured party is not required to comply with the holder's demand made
under division (A)(1)(c) of this section.

(3)
A secured party is not required to apply or pay over for application
noncash proceeds of collection and enforcement under section 1309.607
of the Revised Code unless the failure to do so would be commercially
unreasonable. A secured party who applies or pays over for
application noncash proceeds shall do so in a commercially reasonable
manner.

(4)
A secured party shall account to and pay a debtor for any surplus,
and the obligor is liable for any deficiency.

(B)
If the underlying transaction is a sale of accounts, chattel paper,
payment intangibles, or promissory notes, the debtor is not entitled
to any surplus, and the obligor is not liable for any deficiency.

Sec.
1309.611.
Notification
before disposition of collateral [UCC 9-611]

(A)
As used in this section, "notification date" means the
earlier of the date on which:

(1)
A secured party sends to the debtor and any secondary obligor
an
authenticated
a
signed
notification
of disposition
.
;

or

(2)
The debtor and any secondary obligor waive the right to notification.

(B)
Except as provided in division (D) of this section, a secured party
who disposes of collateral under section 1309.610 of the Revised Code
shall send a reasonable
authenticated

signed

notification
of disposition to the persons specified in division (C) of this
section.

(C)
To comply with division (B) of this section, the secured party shall
send
an
authenticated
a
signed
notification
of disposition to:

(1)
The debtor;

(2)
Any secondary obligor; and

(3)
If the collateral is other than consumer goods:

(a)
Any other person from whom the secured party has received, before the
notification date,
an
authenticated
a
signed
notification
of a claim of an interest in the collateral;

(b)
Any other secured party or lienholder who, ten days before the
notification date, held a security interest in or other lien on the
collateral perfected by the filing of a financing statement that:

(i)
Identified the collateral;

(ii)
Was indexed under the debtor's name as of that date; and

(iii)
Was filed in the office in which to file a financing statement
against the debtor covering the collateral as of that date; and

(c)
Any other secured party who, ten days before the notification date,
held a security interest in the collateral perfected by compliance
with a statute, rule, or treaty described in division (A) of section
1309.311 of the Revised Code.

(D)
Division (B) of this section does not apply if the collateral is
perishable or threatens to decline speedily in value or is of a type
customarily sold on a recognized market.

(E)
A secured party complies with the requirement for notification
prescribed by division (C)(3)(b) of this section if:

(1)
Not later than twenty days nor earlier than thirty days before the
notification date, the secured party requests, in a commercially
reasonable manner, information concerning financing statements
indexed under the debtor's name in the office indicated in division
(C)(3)(b) of this section; and

(2)
Before the notification date, the secured party:

(a)
Did not receive a response to the request for information; or

(b)
Received a response to the request for information and sent
an
authenticated
a
signed
notification
of disposition to each secured party or other lienholder named in
that response whose financing statement covered the collateral.

Sec.
1309.613.
Contents
and form of notification before disposition of collateral: general
[UCC 9-613]

(A)
Except in a consumer-goods transaction, all of the following rules
apply to a notification of disposition of collateral and to a
disposition of collateral:

(1)
The contents of a notification of disposition are sufficient if the
notification:

(a)
Describes the debtor and the secured party;

(b)
Describes the collateral that is the subject of the intended
disposition;

(c)
States the method of intended disposition;

(d)
States that the debtor is entitled to an accounting of the unpaid
indebtedness and states the charge, if any, for an accounting; and

(e)
States the time and place, by identifying the place of business or
address or by providing other information that, in each case,
reasonably describes the location, of a public disposition or the
time after which any other disposition is to be made.

(2)
Whether the contents of a notification that lacks any of the
information specified in division (A)(1) of this section are
nevertheless sufficient is a question of fact.

(3)
The contents of a notification providing substantially the
information specified in division (A)(1) of this section are
sufficient, even if the notification includes:

(a)
Information not specified by that division; or

(b)
Minor errors that are not seriously misleading.

(4)
A particular phrasing of the notification is not required.

(B)
The following form of notification and the form appearing in division
(B) of section 1309.614 of the Revised Code, when completed

in
accordance with the instructions in division (C) of this section and
in division (F) of section 1309.614 of the Revised Code
,
each provides sufficient information:

"NOTIFICATION
OF DISPOSITION OF COLLATERAL

To:
(Name of debtor, obligor, or other person to whom the notification is
sent)

From:
(Name, address, and telephone number of secured party)

(1)

Name
of
Debtor(s):
(Include only if debtor(s) are not an addressee)

(FOR
A PUBLIC DISPOSITION:)
any
debtor that is not an addressee: (Name of each debtor)

(2)

We
will sell
(or
lease or license, as applicable) the
(describe
collateral)
(
to
the highest qualified bidder
)

in

at
a
public

sale.
A sale could include a lease or license. The sale will be held
as
follows:

Day
and
Date:_____________

Time:_____________________

Place:____________________

(FOR
A PRIVATE DISPOSITION:)

(3)

We
will sell
(or
lease or license, as applicable) the
(describe
collateral)
privately

at
a private sale
sometime
after (
day
and
date).

A
sale could include a lease or license.

(4)

You
are entitled to an accounting of the unpaid indebtedness secured by
the property that we intend to sell
(
or
,
as applicable,

lease or license
,
as applicable)
.

(5)
If you request an accounting, you must pay
(for

a charge of $_________
)
.

(6)

You
may request an accounting by calling us at (telephone number)."

(C)
The following instructions apply to the form of notification in
division (B) of this section:

(1)
The instructions in division (C) of this section refer to the items
in the form of notification described in division (B) of this
section. Do not include the references to division (B) of this
section in the notification. The division references are used only
for the purpose of these instructions.

(2)
Include and complete division (B)(1) of this section only if there is
a debtor that is not an addressee of the notification and list the
name or names.

(3)
Include and complete either division (B)(2) of this section, if the
notification relates to a public disposition of the collateral, or
division (B)(3) of this section, if the notification relates to a
private disposition of the collateral. If division (B)(2) of this
section is included, include the words "to the highest qualified
bidder" only if applicable.

(4)
Include and complete divisions (B)(4) and (6) of this section.

(5)
Include and complete division (B)(5) of this section only if the
sender will charge the recipient for an accounting.

Sec.
1309.614.
Contents
and form of notification before disposition of collateral;
consumer-goods transaction [UCC 9-614]

(A)
In a consumer-goods transaction, the following rules apply:

(1)
A notification of disposition must provide all of the following
information:

(a)
The information specified in division (A)(1) of section 1309.613 of
the Revised Code;

(b)
A description of any liability for a deficiency of the person to whom
the notification is sent;

(c)
A telephone number from which the amount that must be paid to the
secured party to redeem the collateral under section 1309.623 of the
Revised Code is available; and

(d)
A telephone number or mailing address from which additional
information concerning the disposition and the obligation secured is
available.

(2)
A particular phrasing of the notification is not required.

(B)
The following form of notification of disposition, when completed

in
accordance with the instructions in division (F) of this section
,
provides sufficient information:

"(Name
and address of secured party)

(Date)

NOTICE
OF OUR PLAN TO SELL PROPERTY

(Name
and address of any obligor who is also a debtor)

Subject:
(
Identification
of
Identify

Transaction)

We
have your (describe collateral), because you broke promises in our
agreement.

(For
a public disposition)

(1)

We
will sell
your

(describe
collateral) at public sale. A sale could include a lease or license.
The sale will be held as follows:

Day
and date:_______________

Time:_______________________

Place:______________________

You
may attend the sale and bring bidders if you want.

(For
a private disposition)

(2)

We
will sell (describe collateral) at private sale sometime after
(date). A sale could include a lease or license.

(3)

The
money that we get from the sale

(
,

after
paying our costs
)
,

will reduce the amount you owe. If we get less money than you owe,
you (will or will not, as applicable) still owe us the difference. If
we get more money than you owe, you will get the extra money, unless
we must pay it to someone else.

(4)

You
can get the property back at any time before we sell it by paying us
the full amount you owe (not just the past due payments), including
our expenses. To learn the exact amount you must pay, call us at
(telephone number).

(5)

If
you want us to explain to you in writing how we have figured the
amount that you owe us,
you
may call
do
both of the following:

(a)
Call
us
at (telephone number) (or
)

(
write
us at (secured party's address))
and
request
(or
contact us by (description of electronic communication method));

(b)
Request (
a
written explanation
)(a
written explanation or an explanation in (description of electronic
record))(an explanation in (description of electronic record))
.

(We

(6)
We
will
charge you $________ for the explanation if we sent you another
written explanation of the amount you owe us within the last six
months.
)

(7)

If
you need more information about the sale,
(
call
us at (telephone number)
)

(or
)

(
write
us at (secured party's address))

(or
contact us by (description of electronic communication method))
.

(8)

We
are sending this notice to the following other people who have an
interest in (describe collateral) or who owe money under your
agreement:

(Names
of all other debtors and obligors, if any)."

(C)
A notification in
,

the form contained in division (B) of this section is sufficient,
even if additional information appears at the end of the form.

(D)
A notification in the form of division (B) of this section is
sufficient, even if it includes errors in information not required by
division (A)(1) of this section, unless the error is misleading with
respect to rights arising under this chapter.

(E)
If a notification under this section is not in the form contained in
division (B) of this section, law other than this chapter determines
the effect of including information not required by division (A)(1)
of this section.

(F)
The following instructions apply to the form of notification in
division (B) of this section:

(1)
The instructions in division (F) of this section refer to the items
in the form of notification described in division (B) of this
section. Do not include the references to division (B) of this
section in the notification. The division references are used only
for the purposes of these instructions.

(2)
Include and complete either division (B)(1) of this section, if the
notification relates to a public disposition of the collateral, or
division (B)(2) of this section, if the notification relates to a
private disposition of the collateral.

(3)
Include and complete divisions (B)(3), (4), and (5) of this section.

(4)
In division (B)(5) of this section, include and complete any one of
the three alternative methods for the explanation: writing, writing
or electronic record, or electronic record.

(5)
In division (B)(5)(a) of this section, include the telephone number.
In addition, the sender may include and complete either or both of
the two alternative methods of communication, writing or electronic
communication, for the recipient of the notification to communicate
with the sender. Neither of the two additional methods of
communication is required to be included.

(6)
In division (B)(5)(b) of this section, include and complete the
method for the explanation: writing, writing or electronic record, or
electronic record, included in division (B)(5) of this section.

(7)
Include and complete division (B)(6) of this section only if a
written explanation is included in division (B)(5) of this section as
a method for communicating the explanation and the sender will charge
the recipient for another written explanation.

(8)
In division (B)(7) of this section, include either the telephone
number or the address or both the telephone number and address. In
addition, the sender may include and complete the additional method
of communication, electronic communication, for the recipient of the
notification to communicate with the sender. The additional method of
electronic communication is not required to be included.

(9)
If division (B)(8) of this section does not apply, insert "none"
after "agreement:".

Sec.
1309.615.
Application
of proceeds of disposition; liability for deficiency and right to
surplus [UCC 9-615]

(A)
A secured party shall apply or pay over for application the cash
proceeds of disposition under section 1309.610 of the Revised Code in
the following order to:

(1)
The reasonable expenses of retaking, holding, preparing for
disposition, processing, and disposing, and, to the extent provided
for by agreement and not prohibited by law, reasonable attorney's
fees and legal expenses incurred by the secured party;

(2)
The satisfaction of obligations secured by the security interest or
agricultural lien under which the disposition is made;

(3)
The satisfaction of obligations secured by any subordinate security
interest in or other subordinate lien on the collateral if:

(a)
The secured party receives from the holder of the subordinate
security interest or other lien
an
authenticated
a
signed
demand
for proceeds before distribution of the proceeds is completed; and

(b)
In a case in which a consignor has an interest in the collateral, the
subordinate security interest or other lien is senior to the interest
of the consignor; and

(4)
A secured party who is a consignor of the collateral if the secured
party receives from the consignor
an
authenticated
a
signed
demand
for proceeds before distribution of the proceeds is completed.

(B)
If a secured party so requests, a holder of a subordinate security
interest or other lien shall furnish reasonable proof of the interest
or lien within a reasonable time. Unless the holder does so, the
secured party is not required to comply with the holder's demand
under division (A)(3) of this section.

(C)
A secured party is not required to apply or pay over for application
noncash proceeds of disposition under section 1309.610 unless the
failure to do so would be commercially unreasonable. A secured party
who applies or pays over for application noncash proceeds shall do so
in a commercially reasonable manner.

(D)
If the security interest under which a disposition is made secures
payment or performance of an obligation, after making the payments
and applications required by division (A) of this section and
permitted by division (C) of this section:

(1)
Unless division (A)(4) of this section requires the secured party to
apply or pay over cash proceeds to a consignor, the secured party
shall account to and pay a debtor for any surplus; and

(2)
The obligor is liable for any deficiency.

(E)
If the underlying transaction is a sale of accounts, chattel paper,
payment intangibles, or promissory notes, the debtor is not entitled
to any surplus, and the obligor is not liable for any deficiency.

(F)
The surplus or deficiency following a disposition is calculated based
on the amount of proceeds that would have been realized in a
disposition complying with sections 1309.601 to 1309.628 of the
Revised Code to a transferee other than the secured party, a person
related to the secured party, or a secondary obligor if:

(1)
The transferee in the disposition is the secured party, a person
related to the secured party, or a secondary obligor; and

(2)
The amount of proceeds of the disposition is significantly below the
range of proceeds that a complying disposition to a person other than
the secured party, a person related to the secured party, or a
secondary obligor would have brought.

(G)
A secured party who receives cash proceeds of a disposition in good
faith and without knowledge that the receipt violates the rights of
the holder of a security interest or other lien that is not
subordinate to the security interest or agricultural lien under which
the disposition is made:

(1)
Takes the cash proceeds free of the security interest or other lien;

(2)
Is not obligated to apply the proceeds of the disposition to the
satisfaction of obligations secured by the security interest or other
lien; and

(3)
Is not obligated to account to or pay the holder of the security
interest or other lien for any surplus.

Sec.
1309.616.
Explanation
of calculation of surplus or deficiency [UCC 9-616]

(A)
As used in this section:

(1)
"Explanation" means a
writing

record

that:

(a)
States the amount of the surplus or deficiency;

(b)
Provides an explanation in accordance with division (C) of this
section of how the secured party calculated the surplus or
deficiency;

(c)
States, if applicable, that future debits, credits, charges,
including additional credit service charges or interest, rebates, and
expenses may affect the amount of the surplus or deficiency; and

(d)
Provides a telephone number or mailing address from which additional
information concerning the transaction is available.

(2)
"Request" means a record:

(a)

Authenticated

Signed

by
a debtor or consumer obligor;

(b)
Requests that the recipient provide an explanation; and

(c)
Sent after disposition of the collateral under section 1309.610 of
the Revised Code.

(B)
In a consumer-goods transaction in which the debtor is entitled to a
surplus or a consumer obligor is liable for a deficiency under
section 1309.615 of the Revised Code, the secured party shall:

(1)
Send an explanation to the debtor or consumer obligor, as applicable,
after the disposition and:

(a)
Before or when the secured party accounts to the debtor and pays any
surplus or first makes
written

demand

in
a record

on the consumer obligor after the disposition for payment of the
deficiency; and

(b)
Within fourteen days after receipt of a request; or

(2)
In the case of a consumer obligor who is liable for a deficiency,
within fourteen days after receipt of a request, send to the consumer
obligor a record waiving the secured party's right to a deficiency.

(C)
To comply with division (A)(1)(b) of this section,
a
writing
an
explanation
must
provide all of the following information in the following order:

(1)
The aggregate amount of obligations secured by the security interest
under which the disposition was made, and, if the amount reflects a
rebate of unearned interest or credit service charge, an indication
of that fact, calculated as of a specified date:

(a)
If the secured party takes or receives possession of the collateral
after default, not more than thirty-five days before the secured
party takes or receives possession; or

(b)
If the secured party takes or receives possession of the collateral
before default or does not take possession of the collateral, not
more than thirty-five days before the disposition;

(2)
The amount of proceeds of the disposition;

(3)
The aggregate amount of the obligations after deducting the amount of
proceeds;

(4)
The amount, in the aggregate or by type, and types of expenses,
including expenses of retaking, holding, preparing for disposition,
processing, and disposing of the collateral, and attorney's fees
secured by the collateral that are known to the secured party and
relate to the current disposition;

(5)
The amount, in the aggregate or by type, and types of credits,
including rebates of interest or credit service charges, to which the
obligor is known to be entitled and that are not reflected in the
amount in division (C)(1) of this section; and

(6)
The amount of the surplus or deficiency.

(D)
A particular phrasing of the explanation is not required. An
explanation that complies substantially with the requirements of
division (A) of this section is sufficient, even if it includes minor
errors that are not seriously misleading.

(E)
A debtor or consumer obligor is entitled without charge to one
response to a request under this section during any six-month period
in which the secured party did not send to the debtor or consumer
obligor an explanation pursuant to division (B)(1) of this section.
The secured party may require payment of a charge not exceeding
twenty-five dollars for each additional response.

Sec.
1309.619.
Transfer
of record or legal title [UCC 9-619]

(A)
As used in this section, "transfer statement" means a
record
authenticated

signed

by
a secured party that states:

(1)
The debtor has defaulted in connection with an obligation secured by
specified collateral;

(2)
The secured party has exercised its post-default remedies with
respect to the collateral;

(3)
By reason of the exercise, a transferee has acquired the rights of
the debtor in the collateral; and

(4)
The name and mailing address of the secured party, debtor, and
transferee.

(B)
A transfer statement entitles the transferee to the transfer of
record of all rights of the debtor in the collateral specified in the
statement in any official filing, recording, registration, or
certificate of title system covering the collateral. If a transfer
statement is presented with the applicable fee and request form to
the official or office responsible for maintaining the system, the
official or office shall:

(1)
Accept the transfer statement;

(2)
Promptly amend its records to reflect the transfer; and

(3)
If applicable, issue a new appropriate certificate of title in the
name of the transferee.

(C)
A transfer of the record or legal title to collateral to a secured
party under division (B) of this section or otherwise is not of
itself a disposition of collateral under this chapter and does not of
itself relieve the secured party of its duties under this chapter.

Sec.
1309.620.
Acceptance
of collateral in full or partial satisfaction of obligation;
compulsory disposition of collateral [UCC 9-620]

(A)
Except as otherwise provided in division (G) of this section, a
secured party may accept collateral in full or partial satisfaction
of the obligation it secures only if:

(1)
The debtor consents to the acceptance under division (C) of this
section;

(2)
The secured party, within the time prescribed in division (D) of this
section, does not receive a notification of objection to the proposal

authenticated

signed

by:

(a)
A person to whom the secured party was required to send a proposal
under section 1309.621 of the Revised Code; or

(b)
Any other person, other than the debtor, holding an interest in the
collateral subordinate to the security interest that is the subject
of the proposal.

(3)
If the collateral is consumer goods, the collateral is not in the
possession of the debtor when the debtor consents to the acceptance;
and

(4)
Division (E) of this section does not require the secured party to
dispose of the collateral, or the debtor waives the requirement
pursuant to section 1309.624 of the Revised Code.

(B)
A purported or apparent acceptance of collateral under this section
is not effective unless:

(1)
The secured party consents to the acceptance in
an
authenticated
a
signed
record
or sends a proposal to the debtor; and

(2)
The conditions of division (A) of this section are met.

(C)
For purposes of this section:

(1)
A debtor consents to an acceptance of collateral in partial
satisfaction of the obligation it secures only if the debtor agrees
to the terms of the acceptance in a record
authenticated

signed

after
default; and

(2)
A debtor consents to an acceptance of collateral in full satisfaction
of the obligation it secures only if the debtor agrees to the terms
of the acceptance in a record authenticated after default or the
secured party:

(a)
Sends to the debtor after default a proposal that is unconditional or
subject only to a condition that collateral not in the possession of
the secured party be preserved or maintained;

(b)
In the proposal, proposes to accept collateral in full satisfaction
of the obligation it secures; and

(c)
Does not receive a notification of objection
authenticated

signed

by
the debtor within twenty days after the proposal is sent.

(D)
To be effective under division (A)(2) of this section, a notification
of objection must be received by the secured party:

(1)
In the case of a person to whom the proposal was sent pursuant to
section 1309.621 of the Revised Code, within twenty days after
notification was sent to that person; and

(2)
In the case of persons other than those described in division (D)(1)
of this section:

(a)
Within twenty days after the last notification was sent pursuant to
section 1309.621 of the Revised Code; or

(b)
If a notification was not sent, before the debtor consents to the
acceptance under division (C) of this section.

(E)
A secured party who has taken possession of collateral shall dispose
of the collateral pursuant to section 1309.610 of the Revised Code
within the time specified in division (F) of this section if:

(1)
Sixty per cent of the cash price has been paid in the case of a
purchase-money security interest in consumer goods; or

(2)
Sixty per cent of the principal amount of the obligation secured has
been paid in the case of a non-purchase-money security interest in
consumer goods.

(F)
To comply with division (E) of this section, the secured party shall
dispose of the collateral:

(1)
Within ninety days after taking possession; or

(2)
Within any longer period to which the debtor and all secondary
obligors have agreed in an agreement to that effect entered into and

authenticated

signed

after
default.

(G)
In a consumer transaction, a secured party may not accept collateral
in partial satisfaction of the obligation it secures.

Sec.
1309.621.
Notification
of proposal to accept collateral [UCC 9-621]

(A)
A secured party who desires to accept collateral in full or partial
satisfaction of the obligation it secures shall send its proposal to:

(1)
Any person from whom the secured party has received, before the
debtor consented to the acceptance,
an
authenticated
a
signed
notification
of a claim of an interest in the collateral;

(2)
Any other secured party or lienholder who, ten days before the debtor
consented to the acceptance, held a security interest in or other
lien on the collateral perfected by the filing of a financing
statement that:

(a)
Identified the collateral;

(b)
Was indexed under the debtor's name as of that date;

(c)
Was filed in the office or offices in which to file a financing
statement against the debtor covering the collateral as of that date;
and

(3)
Any other secured party who, ten days before the debtor consented to
the acceptance, held a security interest in the collateral perfected
by compliance with a statute, regulation, or treaty described in
division (A) of section 1309.311 of the Revised Code.

(B)
A secured party who desires to accept collateral in partial
satisfaction of the obligation it secures shall send its proposal to
any secondary obligor in addition to the persons described in
division (A) of this section.

Sec.
1309.624.
Waiver
[UCC 9-624]

(A)
A debtor or secondary obligor may waive the right to notification of
disposition of collateral under section 1309.611 of the Revised Code
only by an agreement to that effect entered into and
authenticated

signed

after
default.

(B)
A debtor may waive the right to require disposition of collateral
under division (E) of section 1309.620 of the Revised Code only by an
agreement to that effect entered into and
authenticated

signed

after
default.

(C)
Except in a consumer-goods transaction, a debtor or secondary obligor
may waive the right to redeem collateral under section 1309.623 of
the Revised Code only by an agreement to that effect entered into and

authenticated

signed

after
default.

Sec.
1309.628.
Nonliability
and limitation on liability of secured party; liability of secondary
obligor [UCC 9-628]

(A)

Unless

Subject
to division (F) of this section, unless
a
secured party knows that a person is a debtor or obligor, knows the
identity of the person, and knows how to communicate with the person:

(1)
The secured party is not liable to the person, or to a secured party
or lienholder that has filed a financing statement against the
person, for failure to comply with this chapter; and

(2)
The failure of the secured party to comply with this chapter does not
affect the liability of the person for a deficiency.

(B)

A

Subject
to division (F) of this section, a
secured
party is not liable because of its status as secured party:

(1)
To a person that is a debtor or obligor, unless the secured party
knows;

(a)
That the person is a debtor or obligor;

(b)
The identity of the person; and

(c)
How to communicate with the person; or

(2)
To a secured party or lienholder that has filed a financing statement
against a person, unless the secured party knows:

(a)
That the person is a debtor; and

(b)
The identity of the person.

(C)
A secured party is not liable to any person, and a person's liability
for a deficiency is not affected, because of any act or omission
arising out of the secured party's reasonable belief that a
transaction is not a consumer-goods transaction or a consumer
transaction or that goods are not consumer goods, if the secured
party's belief is based on its reasonable reliance on:

(1)
A debtor's representation concerning the purpose for which collateral
was to be used, acquired, or held; or

(2)
An obligor's representation concerning the purpose for which a
secured obligation was incurred.

(D)
A secured party is not liable to any person under division (C)(2) of
section 1309.625 of the Revised Code for its failure to comply with
section 1309.616 of the Revised Code.

(E)
A secured party is not liable under division (C)(2) of section
1309.625 of the Revised Code more than once with respect to any one
secured obligation.

(F)
Divisions (A) and (B) of this section do not apply to limit the
liability of a secured party to a person if, at the time the secured
party obtains control of collateral that is a controllable account,
controllable electronic record, or controllable payment intangible or
at the time the security interest attaches to the collateral,
whichever is later:

(1)
The person is a debtor or obligor; or

(2)
The secured party knows that the information in division (B)(1)(a),
(b), or (c) of this section relating to the person is not provided by
the collateral, a record attached to or logically associated with the
collateral, or the system in which the collateral is recorded.

Sec.
1310.01.
Definitions
and index of definitions [UCC 2A-103]

(A)
As used in sections 1310.01 to 1310.78 of the Revised Code, unless
the context otherwise requires:

(1)
"Buyer in ordinary course of business" means a person who
in good faith and without knowledge that the sale to the person is in
violation of the ownership rights or security interest or leasehold
interest of a third party in the goods buys in ordinary course from a
person in the business of selling goods of that kind. "Buyer in
ordinary course of business" does not include a pawnbroker.
"Buying" may be for cash, by exchange of other property, or
on secured or unsecured credit and includes acquiring goods or
documents of title under a preexisting contract for sale. "Buying"
does not include a transfer in bulk or as security for or in total or
partial satisfaction of a money debt.

(2)
"Cancellation" occurs when either party puts an end to the
lease contract for default by the other party.

(3)
"Commercial unit" means a unit of goods that by commercial
usage is a single whole for purposes of lease and division of which
materially impairs its character or value on the market or in use. A
"commercial unit" may be a single article, including a
machine; a set of articles, including a suite of furniture or a line
of machinery; a quantity, including a gross or carload; or any other
unit treated in use or in the relevant market as a single whole.

(4)
"Conforming" goods or performance under a lease contract
means goods or performance that are in accordance with the
obligations under the lease contract.

(5)
"Consumer lease" means a lease that a lessor regularly
engaged in the business of leasing or selling makes to a lessee who
is an individual and who takes under the lease primarily for a
personal, family, or household purpose.

(6)
"Fault" means wrongful act, omission, breach, or default.

(7)
"Finance lease" means a lease with respect to which all of
the following apply:

(a)
The lessor does not select, manufacture, or supply the goods;

(b)
The lessor acquires the goods or the right to possession and use of
the goods in connection with the lease;

(c)
One of the following occurs:

(i)
The lessee receives a copy of the contract by which the lessor
acquired the goods or the right to possession and use of the goods
before signing the lease contract;

(ii)
The lessee's approval of the contract by which the lessor acquired
the goods or the right to possession and use of the goods is a
condition to effectiveness of the lease contract;

(iii)
Before signing the lease contract, the lessee receives an accurate
and complete statement designating the promises and warranties,
disclaimers of warranties, limitations or modifications of remedies,
or liquidated damages of the manufacturer of the goods and of any
other third party that were provided to the lessor by the person
supplying the goods in connection with or as part of the contract by
which the lessor acquired the goods or the right to possession and
use of the goods;

(iv)
If the lease is not a consumer lease, before the lessee signs the
lease contract, the lessor informs the lessee in writing of the
identity of the person supplying the goods to the lessor, unless the
lessee has selected that person and directed the lessor to acquire
the goods or the right to possession and use of the goods from that
person; that the lessee is entitled under sections 1310.01 to 1310.78
of the Revised Code to the promises and warranties, including those
of any third party, provided to the lessor by the person supplying
the goods in connection with or as part of the contract by which the
lessor acquired the goods or the right to possession and use of the
goods; and that the lessee may communicate with the person supplying
the goods to the lessor and receive an accurate and complete
statement of those promises and warranties, including any disclaimers
and limitations of them or of remedies.

(8)
(8)(a)

"Goods" means all things that are movable at the time of
identification to the lease contract or that are fixtures, as defined
in section 1310.37 of the Revised Code. "Goods" does not
include money, documents, instruments, accounts, chattel paper,
general intangibles, or minerals or the like, including oil and gas,
before extraction. "Goods" includes the unborn young of
animals.

(b)
"Hybrid lease" means a single transaction involving a lease
of goods and one or more of the following:

(i)
The provision of services;

(ii)
A sale of other goods;

(iii)
A sale, lease, or license of property other than goods.

(9)
"Installment lease contract" means a lease contract that
authorizes or requires the delivery of goods in separate lots to be
separately accepted, even though the lease contract contains a clause
"each delivery is a separate lease" or its equivalent.

(10)
"Lease" means a transfer of the right to possession and use
of goods for a term in return for consideration. A sale, including a
sale on approval or a sale or return, or retention or creation of a
security interest, is not a lease. Unless the context clearly
indicates otherwise, "lease" includes a sublease.

(11)
"Lease agreement" means the bargain, with respect to the
lease, of the lessor and the lessee in fact as found in their
language or by implication from other circumstances, including course
of dealing, usage of trade, or course of performance as provided in
sections 1310.01 to 1310.78 of the Revised Code. Unless the context
clearly indicates otherwise, "lease agreement" includes a
sublease agreement.

(12)
"Lease contract" means the total legal obligation that
results from the lease agreement as affected by sections 1310.01 to
1310.78 of the Revised Code and any other applicable rules of law.
Unless the context clearly indicates otherwise, "lease contract"
includes a sublease contract.

(13)
"Leasehold interest" means the interest of the lessor or
the lessee under a lease contract.

(14)
"Lessee" means a person who acquires the right to
possession and use of goods under a lease. Unless the context clearly
indicates otherwise, "lessee" includes a sublessee.

(15)
"Lessee in ordinary course of business" means a person who
in good faith and without knowledge that the lease to the person is
in violation of the ownership rights or security interest or
leasehold interest of a third party in the goods leases in ordinary
course from a person in the business of selling or leasing goods of
that kind. "Lessee in ordinary course of business" does not
include a pawnbroker. "Leasing" may be for cash, by
exchange of other property, or on secured or unsecured credit and
includes acquiring goods or documents of title under a preexisting
lease contract. "Leasing" does not include a transfer in
bulk or as security for or in total or partial satisfaction of a
money debt.

(16)
"Lessor" means a person who transfers the right to
possession and use of goods under a lease. Unless the context clearly
indicates otherwise, "lessor" includes a sublessor.

(17)
"Lessor's residual interest" means the lessor's interest in
the goods after expiration, termination, or cancellation of the lease
contract.

(18)
"Lien" means a charge against or interest in goods to
secure payment of a debt or performance of an obligation but does not
include a security interest.

(19)
"Lot" means a parcel or a single article that is the
subject matter of a separate lease or delivery, whether or not it is
sufficient to perform the lease contract.

(20)
"Merchant lessee" means a lessee that is a merchant with
respect to goods of the kind subject to the lease.

(21)
"Present value" means the amount as of a date certain of
one or more sums payable in the future, discounted to the date
certain. The discount is determined by the interest rate specified by
the parties if the rate was not manifestly unreasonable at the time
the parties entered into the transaction. The discount otherwise is
determined by a commercially reasonable rate that takes into account
the facts and circumstances of each case at the time the parties
entered into the transaction.

(22)
"Purchase" includes taking by sale, lease, mortgage,
security interest, pledge, gift, or any other voluntary transaction
creating an interest in goods.

(23)
"Sublease" means a lease of goods the right to possession
and use of which was acquired by the lessor as a lessee under an
existing lease.

(24)
"Supplier" means a person from whom a lessor buys or leases
goods to be leased under a finance lease.

(25)
"Supply contract" means a contract under which a lessor
buys or leases goods to be leased.

(26)
"Termination" occurs when either party pursuant to a power
created by agreement or law puts an end to the lease contract
otherwise than for default.

(B)
The following definitions also apply to sections 1310.01 to 1310.78
of the Revised Code:

(1)
"Accessions," as defined in section 1310.38 of the Revised
Code;

(2)
"Construction mortgage," "encumbrance,"
"fixtures," "fixture filing," and "purchase
money lease" as defined in section 1310.37 of the Revised Code.

(C)
As used in sections 1310.01 to 1310.78 of the Revised Code:

(1)
"Account," "chattel paper," "document,"
"general intangible," "instrument," "mortgage,"
and "pursuant to commitment" have the same meanings as in
section 1309.102 of the Revised Code.

(2)
"Between merchants," "buyer," "merchant,"
"receipt," "sale," and "seller" have
the same meanings as in section 1302.01 of the Revised Code.

(3)
"Consumer goods" has the same meaning as in section 1309.07
of the Revised Code.

(4)
"Entrusting" has the same meaning as in section 1302.44 of
the Revised Code.

(5)
"Good faith" has the same meaning as in section 1301.201 of
the Revised Code.

(6)
"Sale on approval" and "sale or return" have the
same meanings as in section 1302.39 of the Revised Code.

(D)
In addition, Chapter 1301. of the Revised Code contains general
definitions and principles of construction and interpretation
applicable throughout this chapter.

Sec.
1310.02.
(A)

Scope
[UCC 2A-102]

(A)(1)

Sections
1310.01 to 1310.78 of the Revised Code apply to any transaction,
regardless of form, that creates a lease

and,
in the case of a hybrid lease, it applies to the extent provided in
division (A)(2) of this section
.

(2)
In a hybrid lease:

(a)
If the lease-of-goods aspects do not predominate:

(i)
Only the provisions of sections 1310.01 to 1310.78 of the Revised
Code which relate primarily to the lease-of-goods aspects of the
transaction apply, and the provisions that relate primarily to the
transaction as a whole do not apply;

(ii)
Section 1310.16 of the Revised Code applies if the lease is a finance
lease; and

(iii)
Section 1310.46 of the Revised Code applies to the promises of the
lessee in a finance lease to the extent the promises are
consideration for the right to possession and use of the leased good;
and

(b)
If the lease-of-goods aspects predominate, sections 1310.01 to
1310.78 of the Revised Code apply to the transaction, but do not
preclude application in appropriate circumstances of other law to
aspects of the lease which do not relate to the lease of goods.

(B)(1)
A lease, although subject to sections 1310.01 to 1310.78 of the
Revised Code, is also subject to Chapter 1548., 4505., or 4585. of
the Revised Code, any applicable certificate of title statute of
another jurisdiction as provided in section 1310.03 of the Revised
Code, and Chapter 1345., 1349., or 1351. of the Revised Code.

(2)
If there is a conflict between the provisions of sections 1310.01 to
1310.78 of the Revised Code, other than section 1310.03, division (C)
of section 1310.32, and division (C) of section 1310.33 of the
Revised Code, and any statute referred to in division (B)(1) of this
section, the provisions of that statute control.

(3)
A failure to comply with any applicable statute has only the effect
specified in that statute.

Sec.
1310.05.
Waiver
or renunciation of claim or right after default [UCC 2A-107]

Any
claim or right arising out of an alleged default or breach of
warranty may be discharged in whole or in part without consideration
by a
written

waiver
or renunciation
in
a
signed

and

record

delivered
by the aggrieved party.

Sec.
1310.08.
Statute
of frauds [UCC 2A-201]

(A)
A lease contract is not enforceable by way of action or defense
unless one of the following applies:

(1)
The total payments to be made under the lease contract, excluding
payments for options to renew or buy, are less than one thousand
dollars;

(2)
There is a
writing
record
,
signed by the party against whom enforcement is sought or by that
party's authorized agent, sufficient to indicate that a lease
contract has been made between the parties and to describe the goods
leased and the lease term.

(B)
Any description of leased goods or of the lease term is sufficient
and satisfies division (A)(2) of this section, whether or not it is
specific, if it reasonably identifies what is described.

(C)
A
writing

record

is
not insufficient because it omits or incorrectly states a term agreed
upon, but the lease contract is not enforceable under division (A)(2)
of this section beyond the lease term and the quantity of goods shown
in the
writing
record
.

(D)
A lease contract that does not satisfy the requirements of division
(A) of this section but that is valid in other respects is
enforceable as follows:

(1)
If the goods are to be specially manufactured or obtained for the
lessee and are not suitable for lease or sale to others in the
ordinary course of the lessor's business, and the lessor, before
notice of repudiation is received and under circumstances that
reasonably indicate that the goods are for the lessee, has made
either a substantial beginning of their manufacture or commitments
for their procurement;

(2)
If the party against whom enforcement is sought admits in that
party's pleading, in testimony, or otherwise in court that a lease
contract was made. The lease contract is not enforceable under
division (D)(2) of this section beyond the quantity of goods
admitted.

(3)
With respect to goods that have been received and accepted by the
lessee.

(E)
The lease term under a lease contract referred to in division (D) of
this section is one of the following:

(1)
If there is a
writing

record

signed
by the party against whom enforcement is sought or by that party's
authorized agent specifying the lease term, the term so specified;

(2)
If the party against whom enforcement is sought admits in that
party's pleading, in testimony, or otherwise in court a lease term,
the term so admitted;

(3)
A reasonable lease term.

Sec.
1310.09.
Final
expression: parol or extrinsic evidence [UCC 2A-202]

Terms
with respect to which the confirmatory memoranda of the parties agree
or that otherwise are set forth in a
writing

record

intended
by the parties as a final expression of their agreement with respect
to the terms that are included in their agreement may not be
contradicted by evidence of any prior agreement or of a
contemporaneous oral agreement but may be explained or supplemented
by both of the following:

(A)
Course of dealing, usage of trade, or course of performance;

(B)
Evidence of consistent additional terms, unless the court finds the

writing

record

to
have been intended also as a complete and exclusive statement of the
terms of the agreement.

Sec.
1310.10.
Seals
inoperative [UCC 2A-203]

The
affixing of a seal to a
writing

record

evidencing
a lease contract or an offer to enter into a lease contract does not
render the
writing

record

a
sealed instrument, and the law with respect to sealed instruments
does not apply to a lease contract or offer to which a seal has been
affixed.

Sec.
1310.12.
Firm
offers [UCC 2A-205]

An
offer by a merchant to lease goods to or from another person in a
signed
writing

record

that
by its terms gives assurance it will be held open is not revocable,
for lack of consideration, during the time stated or, if no time is
stated, for a reasonable time, but in no event may the period of
irrevocability exceed three months. Any such term of assurance on a
form supplied by the offeree shall be separately signed by the
offeror.

Sec.
1310.15.
Modification,
rescission, and waiver [UCC 2A-208]

(A)
An agreement modifying a lease contract needs no consideration to be
binding.

(B)
A signed lease agreement that excludes modification or rescission
except by a signed
writing

record

may
not be otherwise modified or rescinded, but, except as between
merchants, a provision that excludes modification or rescission
except by a signed
writing

record

and
that is on a form supplied by a merchant shall be separately signed
by the other party.

(C)
Although an attempt at modification or rescission does not satisfy
the requirements of division (B) of this section, it may operate as a
waiver.

(D)
A party who has made a waiver affecting an executory portion of a
lease contract may retract the waiver by reasonable notification
received by the other party that strict performance will be required
of any term waived, unless the retraction would be unjust in view of
a material change of position in reliance on the waiver.

Sec.
1311.55.
(A)
As used in this section:

(1)
"Agricultural product" means all fruit and vegetable crops,
meat and meat products, milk and dairy products, poultry and poultry
products, wool, and all seeds harvested by a producer for sale,
except that it does not include any grain crop that is subject to the
fee that the director of agriculture may require to be remitted under
section 926.16 of the Revised Code. "Agricultural product"
also includes an algacultural product as defined in section 901.511
of the Revised Code.

(2)
"Agricultural product handling" means engaging in or
participating in the business of buying, selling, exchanging, or
negotiating or soliciting a purchase, sale, resale, exchange, or
transfer of an agricultural product.

(3)
"Agricultural product handler" or "handler" means
any person who is engaged in the business of agricultural product
handling, except that a person who sells only those agricultural
products that the person has produced, or buys agricultural products
for the person's own use, is not an agricultural product handler.

(4)
"Agricultural producer" or "producer" means any
person who grows, raises, or produces an agricultural product on land
that the person owns or leases.

(5)
"Proceeds" has the same meaning as in
division
(A)(64) of
section
1309.102 of the Revised Code.

(B)
An agricultural producer who delivers an agricultural product under
an express or implied contract to an agricultural product handler, or
an agricultural product handler who delivers an agricultural product
under an express or implied contract to another agricultural product
handler, has a lien to secure the payment for all of the agricultural
product delivered under that contract. The lien attaches to the
product, whether in a raw or processed condition, while in the
possession of the agricultural product handler, and to the proceeds
of the sale of the agricultural product. The lien attaches from the
date of delivery of the agricultural product to the handler, or if
there is a series of deliveries under the contract, from the date of
the first delivery. The lien is contingent until the producer or
handler complies with section 1311.56 of the Revised Code.

(C)
The lien on an agricultural product covers the contract price agreed
upon, or when there is no agreed price at the time of delivery, the
value of the agricultural product as determined by the "market
news service" of the Ohio department of agriculture on the date
the agricultural producer or handler files the affidavit permitted
under section 1311.56 of the Revised Code.

(D)
Any waiver by a producer or handler of the producer's or handler's
right to an agricultural product lien is void as being contrary to
public policy.

Sec.
1314.101.
Title
[UCC 12-101]

This
chapter may be cited as "Uniform Commercial Code, controllable
electronic records."

Sec.
1314.102.
Definitions
[UCC 12-102]

As
used in this chapter:

(A)
"Controllable electronic record" means a record stored in
an electronic medium that can be subjected to control under section
1314.105 of the Revised Code. "Controllable electronic record"
does not include a controllable account, a controllable payment
intangible, a deposit account, an electronic copy of a record
evidencing chattel paper, an electronic document of title, electronic
money, investment property, or a transferable record.

(B)
"Qualifying purchaser" means a purchaser of a controllable
electronic record or an interest in a controllable electronic record
that obtains control of the controllable electronic record for value,
in good faith, and without notice of a claim of a property right in
the controllable electronic record.

(C)
"Transferable record" means both of the following:

(1)
A "transferable record," as defined in section 1306.15 of
the Revised Code;

(2)
A "transferable record," as defined in the "Electronic
Signatures in Global and National Commerce Act," 15 U.S.C
7021(a)(1).

(D)
"Value" has the same meaning as in section 1303.33 of the
Revised Code, as if references in that section to an "instrument"
were references to a controllable account, controllable electronic
record, or controllable payment intangible.

(E)
"Account debtor," "controllable account,"
"controllable payment intangible," "chattel paper,"
"deposit account," "electronic money," and
"investment property" have the same meanings as in section
1309.102 of the Revised Code.

Sec.
1314.103.
Relation
to Chapter 1309. of the Revised Code and consumer laws [UCC 12-103]

(A)
If there is a conflict between this chapter and Chapter 1309. of the
Revised Code, Chapter 1309. of the Revised Code governs.

(B)
A transaction subject to this chapter is subject to any applicable
rule of law that establishes a different rule for consumers.

Sec.
1314.104.
Rights
in controllable account, controllable electronic record, and
controllable payment intangible [UCC 12-104]

(A)
This section applies to the acquisition and purchase of rights in a
controllable account or a controllable payment intangible, including
the rights and benefits under divisions (C), (D), (E), (G), and (H)
of this section of a purchaser and qualifying purchaser, in the same
manner this section applies to a controllable electronic record.

(B)
To determine whether the purchaser of a controllable account or a
controllable payment intangible is a qualifying purchaser, the
purchaser obtains control of the account or payment intangible if it
obtains control of the controllable electronic record that evidences
the account or payment intangible.

(C)
Except as provided in this section, law other than this chapter
determines whether a person acquires a right in a controllable
electronic record and the right the person acquires.

(D)
A purchaser of a controllable electronic record acquires all rights
in the controllable electronic record that the transferor had or had
power to transfer, except that a purchaser of a limited interest in a
controllable electronic record acquires rights only to the extent of
the interest purchased.

(E)
A qualifying purchaser acquires its rights in the controllable
electronic record free of a claim of a property right in the
controllable electronic record.

(F)
Except as otherwise provided in divisions (A) and (E) of this section
for a controllable account and a controllable payment intangible, or
law other than this chapter, a qualifying purchaser takes a right to
payment, right to performance, or other interest in property
evidenced by the controllable electronic record subject to a claim of
a property right in the right of payment, right to performance, or
other interest in the property.

(G)
An action shall not be asserted against a qualifying purchaser based
on both a purchase by the qualifying purchaser of a controllable
electronic record and a claim of a property right in another
controllable electronic record, whether the action is framed in
conversion, replevin, constructive trust, equitable lien, or other
theory.

(H)
Filing of a financing statement under Chapter 1309. of the Revised
Code is not notice of a claim of a property right in a controllable
electronic record.

Sec.
1314.105.
Control
of controllable electronic record [UCC 12-105]

(A)
A person has control of a controllable electronic record if the
electronic record, a record attached to or logically associated with
the electronic record, or a system in which the electronic record is
recorded:

(1)
Gives the person both of the following:

(a)
Power to avail itself of substantially all the benefits from the
electronic record;

(b)
Exclusive power, subject to division (B) of this section, to do both
of the following:

(i)
Prevent others from availing themselves of substantially all the
benefits from the electronic record;

(ii)
Transfer control of the electronic record to another person or cause
another person to obtain control of another controllable electronic
record as a result of the transfer of the electronic record.

(2)
Enables the person to readily identify itself in any way, including
by name, identifying number, cryptographic key, office, or account
number, as having the powers specified in division (A)(1) of this
section.

(B)
Subject to division (C) of this section, a power is exclusive under
divisions (A)(1)(b)(i) and (ii) of the Revised Code even if either or
both of the following apply:

(1)
The controllable electronic record, a record attached to or logically
associated with the electronic record, or a system in which the
electronic record is recorded limits the use of the electronic record
or has a protocol programmed to cause a change, including a transfer
or loss of control or a modification of benefits afforded by the
electronic record;

(2)
The power is shared with another person.

(C)
A power of a person is not shared with another person under division
(B)(2) of this section and the person's power is not exclusive if
both of the following apply:

(1)
The person can exercise the power only if the power is also exercised
by the same person;

(2)
The other person either:

(a)
Can exercise the power without exercise of the power by the person;

(b)
Is the transferor to the person of an interest in the controllable
electronic record or a controllable account or controllable payment
intangible evidenced by the controllable electronic record.

(D)
If a person has the powers specified in divisions (A)(1)(b)(i) and
(ii) of this section, the powers are presumed to be exclusive.

(E)
A person has control of a controllable electronic record if another
person, other than the transferor to the person of an interest in the
controllable electronic record or a controllable account or
controllable payment intangible evidenced by the controllable
electronic record either:

(1)
Has control of the electronic record and acknowledges that it has
control on behalf of the person;

(2)
Obtains control of the electronic record after having acknowledged
that it will obtain control of the electronic record on behalf of the
person.

(F)
A person that has control under this section is not required to
acknowledge that it has control on behalf of another person.

(G)
If a person acknowledges that it has or will obtain control on behalf
of another person, unless the person otherwise agrees or law other
than this chapter or Chapter 1309. of the Revised Code provides
otherwise, the person does not owe any duty to the other person and
is not required to confirm the acknowledgment to any other person.

Sec.
1314.106.
Discharge
of account debtor on controllable account or controllable payment
intangible [UCC 12-106]

(A)
An account debtor on a controllable account or controllable payment
intangible may discharge its obligation by paying either:

(1)
The person having control of the controllable electronic record that
evidences the controllable account or controllable payment
intangible;

(2)
Except as provided in division (B) of this section, a person that
formerly had control of the controllable electronic record.

(B)
Subject to division (D) of this section, the account debtor may not
discharge its obligation by paying a person that formerly had control
of the controllable electronic record if the account debtor receives
a notification that complies with all of the following:

(1)
Is signed by a person that formerly had control or the person to
which control was transferred;

(2)
Reasonably identifies the controllable account or controllable
payment intangible;

(3)
Notifies the account debtor that control of the controllable
electronic record that evidences the controllable account or
controllable payment intangible was transferred;

(4)
Identifies the transferee in any reasonably way, including by name,
identifying number, cryptographic key, office, or account number;

(5)
Provides a commercially reasonable method by which the account debtor
is to pay the transferee.

(C)
After receipt of a notification that complies with division (B) of
this section, the account debtor may discharge its obligation by
paying in accordance with the notification and may not discharge the
obligation by paying a person that formerly had control.

(D)
Subject to division (H) of this section, notification is ineffective
under division (B) of this section if any of the following apply:

(1)
Unless, before the notification is sent, the account debtor and the
person that, at that time, had control of the controllable electronic
record that evidences the controllable account or controllable
payment intangible agree in a signed record to a commercially
reasonable method by which a person may furnish reasonable proof that
control has been transferred;

(2)
To the extent an agreement between the account debtor and seller of a
payment intangible limits the account debtor's duty to pay a person
other than the seller and the limitation is effective under law other
than this chapter;

(3)
At the option of the account debtor, if the notification notifies the
account debtor to do any of the following:

(a)
Divide a payment;

(b)
Make less than the full amount of an installment or other periodic
payment;

(c)
Pay any part of a payment by more than one method or to more than one
person.

(E)
Subject to division (H) of this section, if requested by the account
debtor, the person giving the notification under division (B) of this
section seasonably shall furnish reasonable proof, using the method
in the agreement referred to in division (D)(1) of this section, that
control of the controllable electronic record has been transferred.
Unless the person complies with the request, the account debtor may
discharge its obligations by paying a person that formerly had
control, even if the account debtor has received a notification under
division (B) of this section.

(F)
A person furnishes reasonable proof under division (E) of this
section that control has been transferred if the person demonstrates,
using the method in the agreement referred to in division (D)(1) of
this section, that the transferee has the power to do all of the
following:

(1)
Avail itself of substantially all the benefit from the controllable
electronic record;

(2)
Prevent others from availing themselves of substantially all the
benefit from the controllable electronic record;

(3)
Transfer the powers specified in divisions (F)(1) and (2) of this
section to another person.

(G)
Subject to division (H) of this section, an account debtor may not
waive or vary its rights under divisions (D)(1) and (E) of this
section, or its option under division (D)(3) of this section.

(H)
This section is subject to law other than this chapter which
establishes a different rule for an account debtor who is an
individual and who incurred the obligation primarily for personal,
family, or household purposes.

Sec.
1314.107.
Governing
law [UCC 12-107]

(A)
Except as otherwise provided in division (B) of this section, the
local law of a controllable electronic record's jurisdiction governs
a matter covered by this chapter.

(B)
For a controllable electronic record that evidences a controllable
account or controllable payment intangible, the local law of the
controllable electronic record's jurisdiction governs a matter
covered by section 1314.106 of the Revised Code unless an effective
agreement determines that the local law of another jurisdiction
governs.

(C)
The following rules determine a controllable electronic record's
jurisdiction under this section:

(1)
If the controllable electronic record, or a record attached to or
logically associated with the controllable electronic record and
readily available for review, expressly provides that a particular
jurisdiction is the controllable electronic record's jurisdiction for
purposes of this chapter or Chapters 1301., 1302., 1303., 1304.,
1305., 1307., 1308., 1309., or 1310. of the Revised Code, that
jurisdiction is the controllable electronic record's jurisdiction.

(2)
If division (C)(1) of this section does not apply and the rules of
the system in which the controllable electronic record is recorded
are readily available for review and expressly provide that a
particular jurisdiction is the controllable electronic record's
jurisdiction for purposes of this chapter or Chapters 1301., 1302.,
1303., 1304., 1305., 1307., 1308., 1309., or 1310. of the Revised
Code, that jurisdiction is the controllable electronic record's
jurisdiction.

(3)
If divisions (C)(1) and (2) of this section do not apply and the
controllable electronic record, or a record attached to or logically
associated with the controllable electronic record and readily
available for review, expressly provides that the controllable
electronic record is governed by the law of a particular
jurisdiction, that jurisdiction is the controllable electronic
record's jurisdiction.

(4)
If divisions (C)(1), (2), and (3) of this section do not apply and
the rules of the system in which the controllable electronic record
is recorded are readily accessible for review and expressly provide
that the controllable electronic record or the system is governed by
the law of a particular jurisdiction, that jurisdiction is the
controllable electronic record's jurisdiction.

(5)
If divisions (C)(1), (2), (3), and (4) of this section do not apply,
the controllable electronic record's jurisdiction is the District of
Columbia.

(D)
If division (C)(5) of this section applies and article twelve is not
in effect in the District of Columbia without material modification,
the governing law for a matter covered by this chapter is the law of
the District of Columbia as though article twelve were in effect in
the District of Columbia without material modification. In this
division, "article twelve" means article twelve of the
uniform commercial code.

(E)
To the extent divisions (A) and (B) of this section provide that the
local law of the controllable electronic record's jurisdiction
governs a matter covered by this chapter, that law governs even if
the matter or transaction to which the matter relates does not bear
any relation to the controllable electronic record's jurisdiction.

(F)
The rights acquired under section 1314.104 of the Revised Code by a
purchaser or qualifying purchaser are governed by the law applicable
under this section at the time of purchase.

Sec.
1316.101.
Title
[UCC A-101]

This
chapter may be cited as "transitional provisions for Uniform
Commercial Code amendments (2022)."

Sec.
1316.102.
Definitions
[A-102]

(A)
As used in this chapter:

(1)
"Adjustment date" means July 1, 2025, or the date that is
one year after the effective date of this section, whichever is
later.

(2)
"Article 12" means Chapter 1314. of the Revised Code.

(3)
"Article 12 property" means a controllable account,
controllable electronic record, or controllable payment intangible.

(4)
"Uniform Commercial Code" means Chapters 1301., 1302.,
1303., 1304., 1305., 1307., 1308., 1309., 1310., and 1314. of the
Revised Code.

(B)
The following definitions in other chapters of the Revised Code apply
to this chapter:

(1)
"Controllable account," has the same meaning as in section
1309.102 of the Revised Code;

(2)
"Controllable electronic record," has the same meaning as
in section 1314.102 of the Revised Code;

(3)
"Controllable payment intangible" has the same meaning as
in section 1309.102 of the Revised Code;

(4)
"Electronic money" has the same meaning as in section
1309.102 of the Revised Code;

(5)
"Financing statement" has the same meaning as in section
1309.102 of the Revised Code.

(C)
Chapter 1301. of the Revised Code contains general definitions and
principles of construction and interpretation applicable throughout
this chapter.

Sec.
1316.201.
Except
as provided in sections 1316.301 to 1316.306 of the Revised Code, a
transaction validly entered into before the effective date of this
section and the rights, duties, and interests following from the
transaction remain valid thereafter and may be terminated, completed,
consummated, or enforced as required or permitted by law other than
the Uniform Commercial Code or, if applicable, the Uniform Commercial
Code as it existed before the effective date of this section.

Sec.
1316.301.
Saving
clause [UCC A-301]

(A)
Except as provided in sections 1316.301 to 1316.306 of the Revised
Code, the version of Chapter 1309. of the Revised Code that applies
on the effective date of this section, and Article 12 apply to a
transaction, lien, or other interest in property, even if the
transaction lien, or interest was entered into, created, or acquired
before the effective date of this section.

(B)
Except as provided in division (C) of this section and sections
1316.302 to 1316.306 of the Revised Code:

(1)
A transaction, lien, or interest in property that was validly entered
into, created, or transferred before the effective date of this
section and was not governed by the Uniform Commercial Code, but
would be subject to Chapter 1309. of the Revised Code or Article 12
if it had been entered into, created, or transferred on or after the
effective date of this section, including the rights, duties, and
interests flowing from the transaction, lien, or interest, remains
valid on and after the effective date of this section; and

(2)
The transaction, lien, or interest may be terminated, completed,
consummated, and enforced as required or permitted by the Uniform
Commercial Code, as it exists on the effective date of this section,
or by the law that applied before that date.

(C)
The amendments to the Uniform Commercial Code that apply on the
effective date of this section do not affect an action, case, or
other proceeding commenced before the effective date of this section.

Sec.
1316.302.
Security
interest perfected before effective date [UCC A-302]

(A)
A security interest that is enforceable and perfected immediately
before the effective date of this section is a perfected security
interest under the Uniform Commercial Code, as it exists on the
effective date of this section, if the requirements for
enforceability and perfection under the Uniform Commercial Code, as
it exists on the effective date of this section, are satisfied
without further action.

(B)
If a security interest is enforceable and perfected immediately
before the effective date of this section, but the requirements for
enforceability or perfection under the Uniform Commercial Code, as it
exists on the effective date of this section, are not satisfied on
the effective date of this section, the security interest:

(1)
Is a perfected security interest until the earlier of the time
perfection would have ceased under the law in effect immediately
before the effective date of this section or the adjustment date;

(2)
Remains enforceable thereafter only if the security interest
satisfies the requirements for enforceability under section 1309.203
of the Revised Code, as it exists on the effective date of this
section, before the adjustment date; and

(3)
Remains perfected thereafter only if the requirements for perfection
under the Uniform Commercial Code, as it exists on the effective date
of this section, are satisfied before the time specified in division
(B)(1) of this section.

Sec.
1316.303.
Security
interest unperfected before effective date [UCC A-303]

A
security interest that is enforceable immediately before the
effective date of this section but is unperfected at that time:

(A)
Remains an enforceable security interest until the adjustment date;

(B)
Remains enforceable thereafter if the security interest becomes
enforceable under section 1309.203 of the Revised Code, as amended by
this act, on the effective date of this section or before the
adjustment date; and

(C)
Becomes perfected:

(1)
Without further action, on the effective date of this section if the
requirements for perfection the Uniform Commercial Code, as it exists
on the effective date of this section, are satisfied before or at
that time; or

(2)
When the requirements for perfection are satisfied if the
requirements are satisfied after that time.

Sec.
1316.304.
Effectiveness
of actions taken before effective date [UCC A-304]

(A)
If action, other than the filing of a financing statement, is taken
before the effective date of this section and the action would have
resulted in perfection of the security interest had the security
interest become enforceable before the effective date of this
section, the action is effective to perfect a security interest that
attaches under the Uniform Commercial Code, as it exists on the
effective date of this section, before the adjustment date. An
attached security interest becomes unperfected on the adjustment date
unless the security interest becomes a perfected security interest
under the Uniform Commercial Code, as it exists on the effective date
of this section, before the adjustment date.

(B)
The filing of a financing statement before the effective date of this
section is effective to perfect a security interest on the effective
date of this section to the extent that the filing would satisfy the
requirements for perfection under the Uniform Commercial Code, as it
exists on the effective date of this section.

(C)
The taking of an action before the effective date of this section is
sufficient for the enforceability of a security interest on the
effective date of this section if the action would satisfy the
requirements for enforceability under the Uniform Commercial Code, as
it exists on the effective date of this section.

Sec.
1316.305.
Priority
[UCC A-305]

(A)
Subject to divisions (B) and (C) of this section, the Uniform
Commercial Code, as it exists on the effective date of this section,
determines the priority of conflicting claims to collateral.

(B)
Subject to division (C) of this section, if the priorities of claims
to collateral were established before the effective date of this
section, Chapter 1309. of the Revised Code, as it existed before the
effective date of this section, determines priority.

(C)
On the adjustment date, to the extent the priorities determined by
Chapter 1309. of the Revised Code, as it exists on the effective date
of this section, modify the priorities established before the
effective date of this section, priorities of claims to Article 12
property and electronic money established before the effective date
of this section cease to apply.

Sec.
1316.306.
Priority
of claims when priority rules of Chapter 1309. of the Revised Code do
not apply [UCC A-306]

(A)
Subject to divisions (B) and (C) of this section, Article 12
determines the priorities of conflicting claims to Article 12
property when priority rules of Chapter 1309. of the Revised Code, as
it exists on the effective date of this section, do not apply.

(B)
Subject to division (C) of this section, when the priority rules of
Chapter 1309. of the Revised Code, as it exists on the effective date
of this section, do not apply and the priorities of claims to Article
12 property were established before the effective date of this
section, law other than Article 12 determines priority.

(C)
When the priority rules of Chapter 1309. of the Revised Code, as it
exists on the effective date of this section, do not apply, to the
extent priorities determined by the Uniform Commercial Code, as it
exists on the effective date of this section, modify the priorities
established before the effective date of this section, the priorities
of claims to Article 12 property established before the effective
date of this section cease to apply on the adjustment date.

Section
2.
That
existing sections
141.16,

1301.101,
1301.102, 1301.103, 1301.104, 1301.105, 1301.106, 1301.201, 1301.204,
1301.205, 1301.206, 1301.301, 1301.302, 1301.304, 1301.305, 1301.306,
1302.01, 1302.02, 1302.04, 1302.05, 1302.06, 1302.08, 1302.12,
1303.01, 1303.03, 1303.41, 1303.69, 1304.51, 1304.56, 1304.57,
1304.58, 1304.62, 1304.63, 1304.65, 1304.66, 1304.72, 1305.03,
1305.15, 1307.102, 1307.106, 1308.01, 1308.02, 1308.05, 1308.17,
1308.24, 1309.102, 1309.104, 1309.105, 1309.203, 1309.204, 1309.207,
1309.208, 1309.209, 1309.210, 1309.301, 1309.304, 1309.305, 1309.310,
1309.312, 1309.313, 1309.314, 1309.316, 1309.317, 1309.323, 1309.324,
1309.330, 1309.331, 1309.332, 1309.334, 1309.341, 1309.404, 1309.406,
1309.408, 1309.509, 1309.513, 1309.601, 1309.605, 1309.608, 1309.611,
1309.613, 1309.614, 1309.615, 1309.616, 1309.619, 1309.620, 1309.621,
1309.624, 1309.628, 1310.01, 1310.02, 1310.05, 1310.08, 1310.09,
1310.10, 1310.12, 1310.15, and 1311.55 of the Revised Code are hereby
repealed.

Section
3.
Section
1309.102 of the Revised Code is presented in this act as a composite
of the section as amended by both H.B. 276 and S.B. 208 of the 129th
General Assembly. The General Assembly, applying the principle stated
in division (B) of section 1.52 of the Revised Code that amendments
are to be harmonized if reasonably capable of simultaneous operation,
finds that the composite is the resulting version of the section in
effect prior to the effective date of the section as presented in
this act.

Speaker
___________________ of the House of Representatives.

President
___________________ of the Senate.

Passed
________________________, 20____

Approved
________________________, 20____

Governor.

The section numbering of law
of a general and permanent nature is complete and in conformity with
the Revised Code.

Director, Legislative
Service Commission.

Filed
in the office of the Secretary of State at Columbus, Ohio, on the
____ day of ___________, A. D. 20____.

Secretary of State.

File
No. _________ Effective Date ___________________