美国统一商法典(中英文第9-406款至9-515款)

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美国统一商法典 |
分类: 法规公约条约诉讼仲裁公证 |

§ 9-406. DISCHARGE OF ACCOUNT DEBTOR; NOTIFICATION OF ASSIGNMENT; IDENTIFICATION AND PROOF OF ASSIGNMENT; RESTRICTIONS ON ASSIGNMENT OF ACCOUNTS, CHATTEL PAPER, PAYMENT INTANGIBLES, AND PROMISSORY NOTES INEFFECTIVE.
应收账款债务人的清偿; 转让通知; 转让的证明和证据;对应收账款、担保债权凭证、付款无体财产权和本票转让的限制无效.
(a) [Discharge of account debtor; effect of notification.]
Subject to subsections (b) through (i), an account debtor on an account, chattel paper, or a payment intangible may discharge its obligation by paying the assignor until, but not after, the account debtor receives a notification, authenticated by the assignor or the assignee, that the amount due or to become due has been assigned and that payment is to be made to the assignee. After receipt of the notification, the account debtor may discharge its obligation by paying the assignee and may not discharge the obligation by paying the assignor.
(b) [When notification ineffective.]
Subject to subsection (h), notification is ineffective under subsection (a):
(1) if it 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 article; 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 general 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) [Proof of assignment.]
Subject to subsection (h), if requested by the account debtor, an assignee shall seasonably furnish reasonable proof that the assignment has been made. Unless the assignee complies, the account debtor may discharge its obligation by paying the assignor, even if the account debtor has received a notification under subsection (a).
(d) [Term restricting assignment generally ineffective.]
Except as otherwise provided in subsection (e) and Sections 2A-303 and 9-407, and subject to subsection (h), 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 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.
(a) [应收账款债务人的解除; 通知的效力
(d) [限制转让的条款通常无效
(e) [Inapplicability of subsection (d) to certain sales.]
Subsection (d) does not apply to the sale of a payment intangible or promissory note.
(f) [Legal restrictions on assignment generally ineffective.]
Except as otherwise provided in Sections 2A-303 and 9-407 and subject to subsections (h)and (i), a rule of law, statute, or regulation that prohibits, restricts, or requires the consent of a government, governmental body or official, or account debtor to the assignment or transfer of, or creation of a security interest in, an account or chattel paper is ineffective to the extent that the rule of law, statute, or regulation:
(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 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) [Subsection (b)(3) not waivable.]
Subject to subsection (h), an account debtor may not waive or vary its option under subsection (b)(3).
(e) [(d)款不适用于一定的买卖
(h) [Rule for individual under other law.]
This section is subject to law other than this article 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.
(i) [Inapplicability to health-care-insurance receivable.]
This section does not apply to an assignment of a health-care-insurance receivable.
(j) [Section prevails over specified inconsistent law.]
This section prevails over any inconsistent provisions of the following statutes, rules, and regulations:
[List here any statutes, rules, and regulations containing provisions inconsistent with this section.]
Legislative Note:
(h) [在其他法律下为自然人的规则
对租赁权益中或出租人的剩余权益中的担保权益的创设或执行的限制.
(a) [Term restricting assignment generally ineffective.]
Except as otherwise provided in subsection (b), a term in a lease agreement is ineffective to the extent that it:
(1) prohibits, restricts, or requires the consent of a party to the lease to the creation, attachment, perfection, or enforcement of a security interest in an interest of a party under the lease contract or in the lessor's residual interest in the goods; or
(2) provides that the creation, attachment, perfection, or enforcement of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the lease.
(b) [Effectiveness of certain terms.]
Except as otherwise provided in Section 2A-303(7), a term described in subsection (a)(2) is effective to the extent that there is:
(1) a transfer by the lessee of the lessee's right of possession or use of the goods in violation of the term; or
(2) a delegation of a material performance of either party to the lease contract in violation of the term.
(a) [限制转让的条款通常无效
(c) [Security interest not material impairment.]
The creation, attachment, perfection, or enforcement of a security interest in the lessor's interest under the lease contract or the lessor's residual interest in the goods is not a transfer that materially impairs the lessee's prospect of obtaining return performance or materially changes the duty of or materially increases the burden or risk imposed on the lessee within the purview of Section 2A-303(4) unless, and then only to the extent that, enforcement actually results in a delegation of material performance of the lessor.
(c) [担保权益没有实质损害
§ 9-408. RESTRICTIONS ON ASSIGNMENT OF PROMISSORY NOTES, HEALTH-CARE-INSURANCE RECEIVABLES, AND CERTAIN GENERAL INTANGIBLES INEFFECTIVE.
对本票、卫生保健保险收益和一定的一般无体财产的转让的限制无效.
(a) [Term restricting assignment generally ineffective.]
Except as otherwise provided in subsection (b), a term in a promissory note or in an agreement between an account debtor and a debtor which relates to a health-care-insurance receivable or a general intangible, including a contract, permit, license, or franchise, and which term prohibits, restricts, or requires the consent of the person obligated on the promissory note or the account debtor to, the assignment or transfer of, or creation, attachment, or perfection of a security interest in, the promissory note, health-care-insurance receivable, or general intangible, is ineffective to the extent that the term:
(1) would impair the creation, attachment, or perfection of a security interest; or
(2) provides that 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) [Applicability of subsection (a) to sales of certain rights to payment.]
Subsection (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.
(a) [限制转让的条款通常无效
(c) [Legal restrictions on assignment generally ineffective.]
A rule of law, statute, or regulation that prohibits, restricts, or requires the consent of a government, governmental body or official, person obligated on a promissory note, or account debtor to the assignment or transfer of, or creation of a security interest in, a promissory note, health-care-insurance receivable, or general intangible, including a contract, permit, license, or franchise between an account debtor and a debtor, is ineffective to the extent that the rule of law, statute, or regulation:
(1) would impair the creation, attachment, or perfection of a security interest; or
(2) provides that 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) [Limitation on ineffectiveness under subsections (a) and (c).]
To the extent that a term in a promissory note or in an agreement between an account debtor and a debtor which relates to a health-care-insurance receivable or general intangible or a rule of law, statute, or regulation described in subsection (c) would be effective under law other than this article but is ineffective under subsection (a) or (c), 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) [Section prevails over specified inconsistent law.]
This section prevails over any inconsistent provisions of the following statutes, rules, and regulations:
[List here any statutes, rules, and regulations containing provisions inconsistent with this section.]
Legislative Note:
(c) [对转让的法律限制一般无效
§ 9-409. RESTRICTIONS ON ASSIGNMENT OF LETTER-OF-CREDIT RIGHTS INEFFECTIVE.
对信用证权利转让的限制无效.
(a) [Term or law restricting assignment generally ineffective.]
A term in a letter of credit or a rule of law, statute, regulation, custom, or practice applicable to the letter of credit which prohibits, restricts, or requires the consent of an applicant, issuer, or nominated person to a beneficiary's assignment of or creation of a security interest in a letter-of-credit right is ineffective to the extent that the term or rule of law, statute, regulation, custom, or practice:
(1) would impair the creation, attachment, or perfection of a security interest in the letter-of-credit right; or
(2) provides that the creation, attachment, or perfection of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the letter-of-credit right.
(b) [Limitation on ineffectiveness under subsection (a).]
To the extent that a term in a letter of credit is ineffective under subsection (a) but would be effective under law other than this article or a custom or practice applicable to the letter of credit, to the transfer of a right to draw or otherwise demand performance under the letter of credit, or to the assignment of a right to proceeds of the letter of credit, the creation, attachment, or perfection of a security interest in the letter-of-credit right:
(1) is not enforceable against the applicant, issuer, nominated person, or transferee beneficiary;
(2) imposes no duties or obligations on the applicant, issuer, nominated person, or transferee beneficiary; and
(3) does not require the applicant, issuer, nominated person, or transferee beneficiary to recognize the security interest, pay or render performance to the secured party, or accept payment or other performance from the secured party.
可适用于信用证的信用证或法律规则、法令、规章条款、习惯或惯例,禁止、限制或要求申请人、发行人或指定的人同意受益人转让、创设信用证权利中的担保权益的,法律规则、法令、规章条款、习惯或惯例的下述范围无效:
Part 5. Filing [Table of Contents] 登记
[Subpart 1. Filing Office; Contents and Effectiveness of Financing Statement] [Table of Contents] 档案处;融资申明书的内容和效力
§ 9-501. FILING OFFICE. 档案处.
(a) [Filing offices.]
Except as otherwise provided in subsection (b), if the local law of this State governs perfection of a security interest or agricultural lien, the office in which to file a financing statement to perfect the security interest or agricultural lien is:
(1) the office designated for the filing or recording of a record of a mortgage on the related real property, if:
(A) the collateral is as-extracted collateral or timber to be cut; or
(B) the financing statement is filed as a fixture filing and the collateral is goods that are or are to become fixtures; or
(2) the office of [ (2) the office of [ ] [or any office duly authorized by [ ]], iall other cases, including a case in which the collateral is goods that are or are to become fixtures and the financing statement is not filed as a fixture filing.
(b) [Filing office for transmitting utilities.]
The office in which to file a financing statement to perfect a security interest in collateral, including fixtures, of a transmitting utility is the office of [ atement to perfect a security interest in collateral, including fixtures, of a transmitting utility is the office of [ ]. The financing statement also constitutes a fixture filing as to the collateral indicated in the financing statement which is or ito become fixtures.
Legislative Note:
除非(b)款另有规定,若本州当地的法律调整担保权益或农业留置权的完善,为完善担保权益或农业留置权而在其处登记融资申明书的办事处为:
融资申明书的内容; 作为融资申明书的抵押档案; 登记融资申明书的时间.
(a) [Sufficiency of financing statement.]
Subject to subsection (b), a financing statement is sufficient only if it:
(1) provides the name of the debtor;
(2) provides the name of the secured party or a representative of the secured party; and
(3) indicates the collateral covered by the financing statement.
(b) [Real-property-related financing statements.]
Except as otherwise provided in Section 9-501(b), to be sufficient, a financing statement that covers as-extracted collateral or timber to be cut, or which is filed as a fixture filing and covers goods that are or are to become fixtures, must satisfy subsection (a) and also:
(1) indicate that it covers this type of collateral;
(2) indicate that it is to be filed [for record] in the real property records;
(3) provide a description of the real property to which the collateral is related [sufficient to give constructive notice of a mortgage under the law of this State if the description were contained in a record of the mortgage of the real property]; and
(4) if the debtor does not have an interest of record in the real property, provide the name of a record owner.
(a) [融资申明书的充分
受(b)款的影响,融资申明书为充分的,仅当其:
(1) 规定债务人的名称;
(2) 规定担保权人或其代表的名称;及
(3) 指出该融资申明书包含的担保物。
(b) [涉及不动产的融资申明书
除非§9-501(b)另有规定,包含萃取后的担保物或将砍伐的木材的融资申明书,或登记为固定设备登记并包含作为或将成为固定设备的货物的融资申明书,成其为充分,必须满足(a)款并:
(1) 指出其包含担保物的类型;
(2) 指出其将被登记[记录]在不动产记录中;
(3) 规定担保物涉及的不动产的描述[足以给予在本州法律下的抵押的建设性通知,若该描述包含于不动产抵押登记中];及
(4) 若债务人不享有不动产登记的权益,规定登记所有人的名称。
(c) [Record of mortgage as financing statement.]
A record of a mortgage is effective, from the date of recording, as a financing statement filed as a fixture filing or as a financing statement covering as-extracted collateral or timber to be cut only if:
(1) the record indicates the goods or accounts that it covers;
(2) the goods are or are to become fixtures related to the real property described in the record or the collateral is related to the real property described in the record and is as-extracted collateral or timber to be cut;
(3) the record satisfies the requirements for a financing statement in this section other than an indication that it is to be filed in the real property records; and
(4) the record is [duly] recorded.
(d) [Filing before security agreement or attachment.]
A financing statement may be filed before a security agreement is made or a security interest otherwise attaches.
Legislative Note:
(c) [作为融资申明书的抵押登记
从登记日期起,作为固定设备登记而登记的融资申明书,或作为包含萃取后的担保物或将砍伐的木材的融资申明书的抵押登记有效,仅当:
(1) 该登记指出其包含的货物或应收账款;
(2) 货物是作为或将成为固定设备,涉及规定在该档案中的不动产的固定设备,或担保物涉及规定在该档案中的不动产并且是萃取后的担保物或将砍伐的木材;
(3) 该档案满足本条对于融资申明书的条件,除其将被登记在不动产档案中的指示外;及
(4) 该档案被[适时地]登记。
(d) [在担保协议或附系前登记
融资申明书可以在担保协议签订前或担保权益以其他方式附系前登记。
§ 9-503. NAME OF DEBTOR AND SECURED PARTY. 债务人和担保权人的名称.
(a) [Sufficiency of debtor's name.]
A financing statement sufficiently provides the name of the debtor:
(1) if the debtor is a registered organization, only if the financing statement provides the name of the debtor indicated on the public record of the debtor's jurisdiction of organization which shows the debtor to have been organized;
(2) if the debtor is a decedent's estate, only if the financing statement provides the name of the decedent and indicates that the debtor is an estate;
(3) if the debtor is a trust or a trustee acting with respect to property held in trust, only if the financing statement:
(A) provides the name specified for the trust in its organic documents or, if no name is specified, provides the name of the settlor and additional information sufficient to distinguish the debtor from other trusts having one or more of the same settlors; and
(B) indicates, in the debtor's name or otherwise, that the debtor is a trust or is a trustee acting with respect to property held in trust; and
(4) in other cases:
(A) if the debtor has a name, only if it provides the individual or organizational name of the debtor; and
(B) if the debtor does not have a name, only if it provides the names of the partners, members, associates, or other persons comprising the debtor.
(b) [Additional debtor-related information.]
A financing statement that provides the name of the debtor in accordance with subsection (a) is not rendered ineffective by the absence of:
(1) a trade name or other name of the debtor; or
(2) unless required under subsection (a)(4)(B), names of partners, members, associates, or other persons comprising the debtor.
(c) [Debtor's trade name insufficient.]
A financing statement that provides only the debtor's trade name does not sufficiently provide the name of the debtor.
(d) [Representative capacity.]
Failure to indicate the representative capacity of a secured party or representative of a secured party does not affect the sufficiency of a financing statement.
(e) [Multiple debtors and secured parties.]
A financing statement may provide the name of more than one debtor and the name of more than one secured party.
(a) [债务人的名称的充分性.]
§ 9-504. INDICATION OF COLLATERAL. 担保物的指示.
A financing statement sufficiently indicates the collateral that it covers only if the financing statement provides:
融资申明书充分地指出其包含的担保物,若融资申明书规定:
(1) a description of the collateral pursuant to Section 9-108; or
(2) an indication that the financing statement covers all assets or all personal property.
(1) 依照 §9-108担保物的描述;或
登记和遵从为转让、租赁、其他寄托和其他交易的其他法令和条约.
(a) [Use of terms other than "debtor" and "secured party."]
A consignor, lessor, or other bailor of goods, a licensor, or a buyer of a payment intangible or promissory note may file a financing statement, or may comply with a statute or treaty described in Section 9-311(a), using the terms "consignor", "consignee", "lessor", "lessee", "bailor", "bailee", "licensor", "licensee", "owner", "registered owner", "buyer", "seller", or words of similar import, instead of the terms "secured party" and "debtor".
(b) [Effect of financing statement under subsection (a).]
This part applies to the filing of a financing statement under subsection (a) and, as appropriate, to compliance that is equivalent to filing a financing statement under Section 9-311(b), but the filing or compliance is not of itself a factor in determining whether the collateral secures an obligation. If it is determined for another reason that the collateral secures an obligation, a security interest held by the consignor, lessor, bailor, licensor, owner, or buyer which attaches to the collateral is perfected by the filing or compliance.
(a) [除"债务人"和"担保权人" 外的术语的使用
§ 9-506. EFFECT OF ERRORS OR OMISSIONS. 错误或疏忽的效果.
(a) [Minor errors and omissions.]
A financing statement substantially satisfying the requirements of this part is effective, even if it has minor errors or omissions, unless the errors or omissions make the financing statement seriously misleading.
(b) [Financing statement seriously misleading.]
Except as otherwise provided in subsection (c), a financing statement that fails sufficiently to provide the name of the debtor in accordance with Section 9-503(a) is seriously misleading.
(c) [Financing statement not seriously misleading.]
If a search of the records of the filing office under the debtor's correct name, using the filing office's standard search logic, if any, would disclose a financing statement that fails sufficiently to provide the name of the debtor in accordance with Section 9-503(a), the name provided does not make the financing statement seriously misleading.
(d) ["Debtor's correct name."]
For purposes of Section 9-508(b), the "debtor's correct name" in subsection (c) means the correct name of the new debtor.
(a) [次要的错误和疏忽
§ 9-507. EFFECT OF CERTAIN EVENTS ON EFFECTIVENESS OF FINANCING STATEMENT. 必然事件对融资申明书效力的影响.
(a) [Disposition.]
A filed financing statement remains effective with respect to collateral that is sold, exchanged, leased, licensed, or otherwise disposed of and in which a security interest or agricultural lien continues, even if the secured party knows of or consents to the disposition.
(b) [Information becoming seriously misleading.]
Except as otherwise provided in subsection (c) and Section 9-508, a financing statement is not rendered ineffective if, after the financing statement is filed, the information provided in the financing statement becomes seriously misleading under Section 9-506.
(c) [Change in debtor's name.]
If a debtor so changes its name that a filed financing statement becomes seriously misleading under Section 9-506:
(1) the financing statement is effective to perfect a security interest in collateral acquired by the debtor before, or within four months after, the change; and
(2) the financing statement is not effective to perfect a security interest in collateral acquired by the debtor more than four months after the change, unless an amendment to the financing statement which renders the financing statement not seriously misleading is filed within four months after the change.
(a) [处分.]
关于被出售、交换、出租、许可或以其他方式处分的担保物,已登记的融资申明书保持有效,并且,上述货物中的担保权益或农业留置权继续,即使该担保权人知道或同意该处分。
§ 9-508. EFFECTIVENESS OF FINANCING STATEMENT IF NEW DEBTOR BECOMES BOUND BY SECURITY AGREEMENT.
若新的债务人受担保协议约束,融资申明书的效力. (a) [指定原债务人的融资申明书
(a) [Financing statement naming original debtor.]
Except as otherwise provided in this section, a filed financing statement naming an original debtor is effective to perfect a security interest in collateral in which a new debtor has or acquires rights to the extent that the financing statement would have been effective had the original debtor acquired rights in the collateral.
(b) [Financing statement becoming seriously misleading.]
If the difference between the name of the original debtor and that of the new debtor causes a filed financing statement that is effective under subsection (a) to be seriously misleading under Section 9-506:
(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 Section 9-203(d); and
(2) the financing statement is not effective to perfect a security interest in collateral acquired by the new debtor more than four months after the new debtor becomes bound under Section 9-203(d) unless an initial financing statement providing the name of the new debtor is filed before the expiration of that time.
(c) [When section not applicable.]
This section does not apply to collateral as to which a filed financing statement remains effective against the new debtor under Section 9-507(a).
除非本条另有规定,已登记的融资申明书,指定原债务人的,具有完善新的债务人享有或获得权利的担保物中的担保权益的效力,在将会已经有效的融资申明书使原债务人获得担保物中的权利的范围内。
(b) [严重引人误解的融资申明书
§ 9-509. PERSONS ENTITLED TO FILE A RECORD. 有权登记一份档案的人.
(a) [Person entitled to file record.]
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 record; 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) [Security agreement as authorization.]
By authenticating or becoming bound as debtor by a security agreement, a debtor or new debtor authorizes the filing of an initial financing statement, and an amendment, covering:
(1) the collateral described in the security agreement; and
(2) property that becomes collateral under Section 9-315(a)(2), whether or not the security agreement expressly covers proceeds.
(c) [Acquisition of collateral as authorization.]
By acquiring collateral in which a security interest or agricultural lien continues under Section 9-315(a)(1), a debtor authorizes the filing of an initial financing statement, and an amendment, covering the collateral and property that becomes collateral under Section 9-315(a)(2).
(d) [Person entitled to file certain amendments.]
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 Section 9-513(a) or (c), the debtor authorizes the filing, and the termination statement indicates that the debtor authorized it to be filed.
(e) [Multiple secured parties of record.]
If there is more than one secured party of record for a financing statement, each secured party of record may authorize the filing of an amendment under subsection (d).
(a) [有权登记一份档案的人
§ 9-510. EFFECTIVENESS OF FILED RECORD. 已登记的档案的效力.
(a) [Filed record effective if authorized.]
A filed record is effective only to the extent that it was filed by a person that may file it under Section 9-509.
(b) [Authorization by one secured party of record.]
A record authorized by one secured party of record does not affect the financing statement with respect to another secured party of record.
(c) [Continuation statement not timely filed.]
A continuation statement that is not filed within the six-month period prescribed by Section 9-515(d) is ineffective.
(a) [已登记的档案有效若经批准
§ 9-511. SECURED PARTY OF RECORD. .档案的担保权人.
(a) [Secured party of record.]
A secured party of record with respect to a financing statement is a person whose name is provided as the name of the secured party or a representative of the secured party in an initial financing statement that has been filed. If an initial financing statement is filed under Section 9-514(a), the assignee named in the initial financing statement is the secured party of record with respect to the financing statement.
(b) [Amendment naming secured party of record.]
If an amendment of a financing statement which provides the name of a person as a secured party or a representative of a secured party is filed, the person named in the amendment is a secured party of record. If an amendment is filed under Section 9-514(b), the assignee named in the amendment is a secured party of record.
(c) [Amendment deleting secured party of record.]
A person remains a secured party of record until the filing of an amendment of the financing statement which deletes the person.
§ 9-512. AMENDMENT OF FINANCING STATEMENT. 融资申明书的修正.
[Alternative A]
(a) [Amendment of information in financing statement.]
Subject to Section 9-509, a person may add or delete collateral covered by, continue or terminate the effectiveness of, or, subject to subsection (e), otherwise amend the information provided in, a financing statement by filing an amendment that:
(1) identifies, by its file number, the initial financing statement to which the amendment relates; and
(2) if the amendment relates to an initial financing statement filed [or recorded] in a filing office described in Section 9-501(a)(1), provides the information specified in Section 9-502(b).
[Alternative B]
(a) [Amendment of information in financing statement.]
Subject to Section 9-509, a person may add or delete collateral covered by, continue or terminate the effectiveness of, or, subject to subsection (e), otherwise amend the information provided in, a financing statement by filing an amendment that:
(1) identifies, by its file number, the initial financing statement to which the amendment relates; and
(2) if the amendment relates to an initial financing statement filed [or recorded] in a filing office described in Section 9-501(a)(1), provides the date [and time] that the initial financing statement was filed [or recorded] and the information specified in Section 9-502(b).
[End of Alternatives]
(b) [Period of effectiveness not affected.]
Except as otherwise provided in Section 9-515, the filing of an amendment does not extend the period of effectiveness of the financing statement.
(c) [Effectiveness of amendment adding collateral.]
A financing statement that is amended by an amendment that adds collateral is effective as to the added collateral only from the date of the filing of the amendment.
(d) [Effectiveness of amendment adding debtor.]
A financing statement that is amended by an amendment that adds a debtor is effective as to the added debtor only from the date of the filing of the amendment.
(e) [Certain amendments ineffective.]
An amendment is ineffective to the extent it:
(1) purports to delete all debtors and fails to provide the name of a debtor to be covered by the financing statement; or
(2) purports to delete all secured parties of record and fails to provide the name of a new secured party of record.
Legislative Note:
[选项
(a) [融资申明书中信息的修正
§ 9-513. TERMINATION STATEMENT. 终止申明书.
(a) [Consumer goods.]
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) [Time for compliance with subsection (a).]
To comply with subsection (a), 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 20 days after the secured party receives an authenticated demand from a debtor.
(c) [Other collateral.]
In cases not governed by subsection (a), within 20 days after a secured party receives an authenticated demand from a debtor, the secured party shall cause the secured party of record for a financing statement to send to the debtor a termination statement for the financing statement or file the termination statement in the filing office if:
(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 has 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) [Effect of filing termination statement.]
Except as otherwise provided in Section 9-510, upon the filing of a termination statement with the filing office, the financing statement to which the termination statement relates ceases to be effective.
(a) [消费者货物
担保权人应当促使档案或融资申明书的担保权人登记对于融资申明书的终止申明书,若融资申明书包含消费者货物并且:
(1) 不存在融资申明书包含的担保物担保的债务,没有作出预付款的承诺,招致一项债务,或其他方式给予对价;或
(2) 债务人未批准初始的融资申明书的登记。
(b) [遵照(a)款的时间
遵照(a)款,担保权人应当促使档案的担保权人登记终止申明书:
(1) 不存在融资申明书包含的担保物担保的债务,没有作出预付款的承诺,招致一项债务,或其他方式给予对价之后一个月内;或
(2) 若更早,在担保权人从债务人收到一份经鉴别的请求之后20日内。
在非由(a)款调整的情形,担保权人收到债务人的经验证的请求之后20日内,担保权人应当促成融资申明书登记的担保权人发送对融资申明书的终止申明书给债务人或在档案处登记该终止申明书,若:
(1) 充分在包含已经被出售的应收账款或担保债权凭证、或作为寄售的标的物的货物的融资申明书的情形,该融资申明书包含的担保物没有担保债务,并且,没有作出预付款的承诺,引起一项债务,或以其他方式给予对价;
(2) 融资申明书包含已经被出售的应收账款或担保债权凭证,但是关于其,应收账款债务人或负有义务的其他人已经清偿其债务;
(3) 融资申明书包含作为寄售给债务人的标的物、但债务人不占有的货物;或
(4) 债务人未批准初始的融资申明书的登记。
(d) [登记终止申明书的效力
除非§9-510另有规定,在档案处终止申明书的登记,终止申明书涉及的融资申明书终止效力。除非§9-510另有规定,为§9-519(g)、9-522(a)和9-523(c)的目的,涉及指出债务人是传输事业公司的融资申明书的终止申明书在档案处的登记,也促成融资申明书失效。
§ 9-514. ASSIGNMENT OF POWERS OF SECURED PARTY OF RECORD.
档案的担保权人的转让权.
(a) [Assignment reflected on initial financing statement.]
Except as otherwise provided in subsection (c), an initial financing statement may reflect an assignment of all of the secured party's power to authorize an amendment to the financing statement by providing the name and mailing address of the assignee as the name and address of the secured party.
(b) [Assignment of filed financing statement.]
Except as otherwise provided in subsection (c), a secured party of record may assign of record all or part of its power to authorize an amendment to a financing statement by filing in the filing office an amendment of the financing statement which:
(1) identifies, by its file number, the initial financing statement to which it relates;
(2) provides the name of the assignor; and
(3) provides the name and mailing address of the assignee.
(c) [Assignment of record of mortgage.]
An assignment of record of a security interest in a fixture covered by a record of a mortgage which is effective as a financing statement filed as a fixture filing under Section 9-502(c) may be made only by an assignment of record of the mortgage in the manner provided by law of this State other than [the Uniform Commercial Code].
(a) [初始的融资申明书上证明的转让
除非(c)款另有规定,通过规定受让人的名称和邮发地址作为担保权人的名称和邮发地址,初始的融资申明书可以证明所有担保权人的对融资申明书的修正的批准权的转让。
(b) [已登记的融资申明书的转让
除非(c)款另有规定,档案的担保权人可以转让其全部或部分批准对融资申明书的修正的权力,通过在档案处登记融资申明书的修正书,其:
(1) 按其档案编号,确定其涉及的初始的融资申明书;
(2) 规定让与人的名称;及
(3) 规定受让人的名称和邮发地址。
(c) [抵押档案的转让
抵押档案包含的固定设备中的担保权益的档案的转让为有效,当作为在§9-502(c)下的固定设备登记而登记的融资申明书可以被作出仅通过抵押档案的转让,以除[《统一商法典》]外的本州法律规定的方式。
§ 9-515. DURATION AND EFFECTIVENESS OF FINANCING STATEMENT; EFFECT OF LAPSED FINANCING STATEMENT.
融资申明书的持续时间和效力;已终止的融资申明书之效力.
(a) [Five-year effectiveness.]
Except as otherwise provided in subsections (b), (e), (f), and (g), a filed financing statement is effective for a period of five years after the date of filing.
(b) [Public-finance or manufactured-home transaction.]
Except as otherwise provided in subsections (e), (f), and (g), an initial financing statement filed in connection with a public-finance transaction or manufactured-home transaction is effective for a period of 30 years after the date of filing if it indicates that it is filed in connection with a public-finance transaction or manufactured-home transaction.
(c) [Lapse and continuation of financing statement.]
The effectiveness of a filed financing statement lapses on the expiration of the period of its effectiveness unless before the lapse a continuation statement is filed pursuant to subsection (d). Upon lapse, a financing statement ceases to be effective and any security interest or agricultural lien that was perfected by the financing statement becomes unperfected, unless the security interest is perfected otherwise. If the security interest or agricultural lien becomes unperfected upon lapse, it is deemed never to have been perfected as against a purchaser of the collateral for value.
(d) [When continuation statement may be filed.]
A continuation statement may be filed only within six months before the expiration of the five-year period specified in subsection (a) or the 30-year period specified in subsection (b), whichever is applicable.
(e) [Effect of filing continuation statement.]
Except as otherwise provided in Section 9-510, upon timely filing of a continuation statement, the effectiveness of the initial financing statement continues for a period of five years commencing on the day on which the financing statement would have become ineffective in the absence of the filing. Upon the expiration of the five-year period, the financing statement lapses in the same manner as provided in subsection (c), unless, before the lapse, another continuation statement is filed pursuant to subsection (d). S统一商法典eeding continuation statements may be filed in the same manner to continue the effectiveness of the initial financing statement.
(f) [Transmitting utility financing statement.]
If a debtor is a transmitting utility and a filed financing statement so indicates, the financing statement is effective until a termination statement is filed.
(g) [Record of mortgage as financing statement.]
A record of a mortgage that is effective as a financing statement filed as a fixture filing under Section 9-502(c) remains effective as a financing statement filed as a fixture filing until the mortgage is released or satisfied of record or its effectiveness otherwise terminates as to the real property.
(a) [五年效力
除非(b)、(e)、(f)和(g)款另有规定,已登记的融资申明书在登记日之后五年内有效。
(b) [公共金融交易或人造住宅交易
除非(b)、(e)、(f)和(g)款另有规定,与公共金融交易或人造住宅交易有关的初始的融资申明书在登记日之后30年内有效,若其表明其登记与公共金融交易或人造住宅交易有关。
(c) [融资申明书的终止和延续
已登记的融资申明书的效力在其效力期间结束时终止,除非在该终止之前,延续申明书依照(d)款登记。 在终止时,融资申明书不再有效,并且,通过融资申明书完善的任何担保权益或农业留置权变为不完善,除非担保权益以其他方式完善。若担保权益或农业留置权在终止时变为不完善,则视为对于担保物的有偿买方从未完善。
(d) [何时延续申明书可以被登记
延续申明书可以被登记仅在(a)款指定的五年期间或(b)款指定的30年期间结束之前六个月内,无论哪一个适用。
(e) [登记延续申明书的效果
除非§9-510另有规定,在延续申明书及时登记时,初始的融资申明书的效力延续五年期间,从由于缺乏该登记,融资申明书将会已经变得无效之日起算。在该五年期间结束时,融资申明书以(c)款规定的同样方式终止,除非在该终止之前,其他延续申明书依照(d)款登记。随后的延续申明书可以以同样的方式登记,以延续初始的融资申明书的效力。
(f) [传输事业公司融资申明书
若债务人是传输事业公司和已登记的融资申明书如此表明,融资申明书在终止申明书登记之前有效。
(g) [作为融资申明书的抵押档案
作为登记为在§9-502(c)下的固定设备登记的融资申明书,抵押档案有效的,作为登记为固定设备登记的融资申明书,保持有效,在抵押被解除或被满足,或者对于不动产其效力以其他方式终止。