| | | 3. Non-U.S. Debtors. Under the general rules of this | | section, a non-U.S. debtor normally would be located in a foreign | | jurisdiction and, as a consequence, foreign law would govern | | perfection. When foreign law affords no public notice of | | security interests, the general rule yields unacceptable results. |
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| | | Accordingly, subsection (c) [Maine cite subsection (3)] | | provides that the normal rules for determining the location of a | | debtor (i.e., the rules in subsection (b) [Maine cite subsection | | (2)]) apply only if they yield a location that is "a jurisdiction | | whose law generally requires information concerning the existence | | of a nonpossessory security interest to be made generally | | available in a filing, recording, or registration system as a | | condition or result of the security interest's obtaining priority | | over the rights of a lien creditor with respect to the | | collateral." The phrase "generally requires" is meant to include | | legal regimes that generally require notice in a filing or | | recording system as a condition of perfecting nonpossessory | | security interests, but which permit perfection by another method | | (e.g., control, automatic perfection, temporary perfection) in | | limited circumstances. A jurisdiction that has adopted this | | Article or an earlier version of this Article is such a | | jurisdiction. If the rules in subsection (b) [Maine cite | | subsection (2)] yield a jurisdiction whose law does not generally | | require notice in a filing or registration system, the debtor is | | located in the District of Columbia. |
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| | | Example 1: Debtor is an English corporation with 7 offices in | | the United States and its chief executive office in London, | | England. Debtor creates a security interest in its accounts. | | Under subsection (b)(3) [Maine cite subsection (2), paragraph | | (c)], Debtor would be located in England. However, subsection | | (c) [Maine cite subsection (3)] provides that subsection (b) | | [Maine cite subsection (2)] applies only if English law generally | | conditions perfection on giving public notice in a filing, | | recording, or registration system. Otherwise, Debtor is located | | in the District of Columbia. Under Section 9-301(1) [Maine cite | | section 9-1301, subsection (1)], perfection, the effect of | | perfection, and priority are governed by the law of the | | jurisdiction of the debtor's location--here, England or the | | District of Columbia (depending on the content of English law). |
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| | | Example 2: Debtor is an English corporation with 7 offices in | | the United States and its chief executive office in London, | | England. Debtor creates a security interest in equipment located | | in London. Under subsection (b)(3) [Maine cite subsection (2), | | paragraph (c)] Debtor would be located in England. However, | | subsection (c) [Maine cite subsection (3)] provides that | | subsection (b) [Maine cite subsection (2)] applies only if | | English law generally conditions perfection on giving public |
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