| | 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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