The Florida Senate

In this chapter, the term:

The following definitions in other chapters apply to this chapter:

“Applicant”     s. 675.103.

“Beneficiary”     s. 675.103.

“Broker”     s. 678.1021.

“Certificated security”     s. 678.1021.

“Check”     s. 673.1041.

“Clearing corporation”     s. 678.1021.

“Contract for sale”     s. 672.106.

“Control”     s. 677.106.

“Customer”     s. 674.104.

“Entitlement holder”     s. 678.1021.

“Financial asset”     s. 678.1021.

“Holder in due course”     s. 673.3021.

“Issuer” (with respect to a letter of credit
or letter-of-credit right)     s. 675.103.

“Issuer” (with respect to a security)     s. 678.2011.

“Issuer” (with respect to documents
of title)     s. 677.102.

“Lease”     s. 680.1031.

“Lease agreement”     s. 680.1031.

“Lease contract”     s. 680.1031.

“Leasehold interest”     s. 680.1031.

“Lessee”     s. 680.1031.

“Lessee in ordinary course of
business”     s. 680.1031.

“Lessor”     s. 680.1031.

“Lessor’s residual interest”     s. 680.1031.

“Letter of credit”     s. 675.103.

“Merchant”     s. 672.104.

“Negotiable instrument”     s. 673.1041.

“Nominated person”     s. 675.103.

“Note”     s. 673.1041.

“Proceeds of a letter of credit”     s. 675.114.

“Prove”     s. 673.1031.

“Sale”     s. 672.106.

“Securities account”     s. 678.5011.

“Securities intermediary”     s. 678.1021.

“Security”     s. 678.1021.

“Security certificate”     s. 678.1021.

“Security entitlement”     s. 678.1021.

“Uncertificated security”     s. 678.1021.

Chapter 671 contains general definitions and principles of construction and interpretation applicable throughout this chapter.

In this section, the term:

A security interest in goods is a purchase-money security interest:

A security interest in software is a purchase-money security interest to the extent that the security interest also secures a purchase-money obligation incurred with respect to goods in which the secured party holds or held a purchase-money security interest if:

The security interest of a consignor in goods that are the subject of a consignment is a purchase-money security interest in inventory.

If the extent to which a security interest is a purchase-money security interest depends on the application of a payment to a particular obligation, the payment must be applied:

A purchase-money security interest does not lose its status as such, even if:

A secured party claiming a purchase-money security interest has the burden of establishing the extent to which the security interest is a purchase-money security interest.

A secured party has control of a deposit account if:

A secured party that has satisfied subsection (1) has control, even if the debtor retains the right to direct the disposition of funds from the deposit account.

A single authoritative copy of the record or records exists which is unique, identifiable and, except as otherwise provided in subsections (4), (5), and (6), unalterable;

The authoritative copy identifies the secured party as the assignee of the record or records;

The authoritative copy is communicated to and maintained by the secured party or its designated custodian;

Copies or revisions that add or change an identified assignee of the authoritative copy can be made only with the participation of the secured party;

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

Any revision of the authoritative copy is readily identifiable as an authorized or unauthorized revision.

A person has control of a certificated security, uncertificated security, or security entitlement as provided in s. 678.1061.

A secured party has control of a commodity contract if:

A secured party having control of all security entitlements or commodity contracts carried in a securities account or commodity account has control over the securities account or commodity account.

Except as otherwise provided herein and in subsections (3), (4), and (5), a description of personal or real property is sufficient, whether or not it is specific, if it reasonably identifies what is described. A description of real estate in a record filed to perfect a security interest in crops growing or to be grown or goods which are or are to become fixtures shall be sufficient only if the filing or recording of the same constitutes constructive notice under the laws of this state, other than this chapter, which are applicable to the filing or recording of a record of a mortgage, and a mailing or street address alone shall not be sufficient.

Except as otherwise provided in subsection (4), a description of collateral reasonably identifies the collateral if it identifies the collateral by:

A description of collateral as “all the debtor’s assets” or “all the debtor’s personal property” or using words of similar import does not reasonably identify the collateral for purposes of the security agreement.

Except as otherwise provided in subsection (5), a description of a security entitlement, securities account, or commodity account is sufficient if it describes:

A description only by type of collateral defined in this chapter is an insufficient description of:

Except as otherwise provided in subsections (3) and (4), this chapter applies to:

The application of this chapter to a security interest in a secured obligation is not affected by the fact that the obligation is itself secured by a transaction or interest to which this chapter does not apply.

This chapter does not apply to the extent that:

This chapter does not apply to:

The security interest is enforceable, even if s. 679.2031(2)(c) has not been satisfied;

Filing is not required to perfect the security interest;

The rights of the secured party after default by the debtor are governed by chapter 672 or chapter 680; and

The security interest has priority over a conflicting security interest created by the debtor.

Except as otherwise provided in the Uniform Commercial Code, a security agreement is effective according to its terms between the parties, against purchasers of the collateral, and against creditors.

Nothing in this chapter validates any charge or practice illegal under any statute or regulation thereunder governing usury, small loans, retail installment sales, or the like, or extends the application of any such statute or regulation to any transaction not otherwise subject thereto. A transaction, although subject to this chapter, is also subject to chapters 516 and 520, and in the case of conflict between the provisions of this chapter and any such statute, the provisions of such statute shall control. Failure to comply with any applicable statute has only the effect which is specified therein.

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.

Except as otherwise provided in subsections (3) through (10), a security interest is enforceable against the debtor and third parties with respect to the collateral only if:

Subsection (2) is subject to s. 674.2101 on the security interest of a collecting bank, s. 675.118 on the security interest of a letter-of-credit issuer or nominated person, s. 679.1101 on a security interest arising under chapter 672 or chapter 680, and s. 679.2061 on security interests in investment property.

A person becomes bound as debtor by a security agreement entered into by another person if, by operation of law other than this chapter or by contract:

If a new debtor becomes bound as debtor by a security agreement entered into by another person:

The attachment of a security interest in collateral gives the secured party the rights to proceeds provided by s. 679.3151 and is also attachment of a security interest in a supporting obligation for the collateral.

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.

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.

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.

A security interest in an account consisting of a right to payment of a monetary obligation for the sale of real property that is the debtor’s homestead under the laws of this state is not enforceable unless:

Except as otherwise provided in subsection (2), a security agreement may create or provide for a security interest in after-acquired collateral.

A security interest does not attach under a term constituting an after-acquired property clause to:

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.

A security interest is not invalid or fraudulent against creditors solely because:

This section does not relax the requirements of possession if attachment, perfection, or enforcement of a security interest depends upon possession of the collateral by the secured party.

A security interest in favor of a securities intermediary attaches to a person’s security entitlement if:

The security interest described in subsection (1) secures the person’s obligation to pay for the financial asset.

A security interest in favor of a person who delivers a certificated security or other financial asset represented by a writing attaches to the security or other financial asset if:

The security interest described in subsection (3) secures the obligation to make payment for the delivery.

Except as otherwise provided in subsection (4), a secured party shall use reasonable care in the custody and preservation of collateral in the secured party’s possession. In the case of chattel paper or an instrument, reasonable care includes taking necessary steps to preserve rights against prior parties unless otherwise agreed.

Except as otherwise provided in subsection (4), if a secured party has possession of collateral:

Except as otherwise provided in subsection (4), a secured party having possession of collateral or control of collateral under s. 677.106, s. 679.1041, s. 679.1051, s. 679.1061, or s. 679.1071:

If the secured party is a buyer of accounts, chattel paper, payment intangibles, or promissory notes or a consignor:

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.

Within 10 days after receiving an authenticated demand by the debtor:

Except as otherwise provided in subsection (3), this section applies if:

Within 10 days after receiving an authenticated demand by the debtor, a secured party shall send to an account debtor that has received notification of an assignment to the secured party as assignee under s. 679.4061(1) an authenticated record that releases the account debtor from any further obligation to the secured party.

This section does not apply to an assignment constituting the sale of an account, chattel paper, or payment intangible.

In this section, the term:

Subject to subsections (3), (4), (5), and (6), a secured party, other than a buyer of accounts, chattel paper, payment intangibles, or promissory notes or a consignor, shall comply with a request within 14 days after receipt:

A secured party that claims a security interest in all of a particular type of collateral owned by the debtor may comply with a request regarding a list of collateral by sending to the debtor an authenticated record including a statement to that effect within 14 days after receipt.

A person who receives a request regarding a list of collateral, claims no interest in the collateral when the request is received, and claimed an interest in the collateral at an earlier time shall comply with the request within 14 days after receipt by sending to the debtor an authenticated record:

A person who receives a request for an accounting or a request regarding a statement of account, claims no interest in the obligations when the request is received, and claimed an interest in the obligations at an earlier time shall comply with the request within 14 days after receipt by sending to the debtor an authenticated record:

A debtor is entitled under this section without charge to one response to a request for an accounting or a request regarding a statement of account for each secured obligation during any 6-month period. A debtor in a consumer transaction is entitled to a single response to a request regarding a list of collateral without charge during any 6-month period. The secured party may require payment of a charge not exceeding $25 for each additional response to a request for an accounting, a request regarding a statement of account, or a request regarding a list of collateral for a consumer transaction. To the extent provided in an authenticated record, the secured party may require the payment of reasonable expenses, including attorney’s fees, reasonably incurred in providing a response to a request regarding a list of collateral for a transaction other than a consumer transaction under this section; otherwise, the secured party may not charge more than $25 for each request regarding a list of collateral. Excluding a request related to a proposed satisfaction of the secured obligation, a secured party is not required to respond to more than 12 of each of the permitted requests in any 12-month period.

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.

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.

Except as otherwise provided in subsections (4) and (5), while tangible negotiable documents, goods, instruments, money, or tangible chattel paper is located in a jurisdiction, the local law of that jurisdiction governs:

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.

The law of this state governs:

This section applies to goods covered by a certificate of title, even if there is no other relationship between the jurisdiction under whose certificate of title the goods are covered and the goods or the debtor.

Goods become covered by a certificate of title when a valid application for the certificate of title and the applicable fee are delivered to the appropriate authority. Goods cease to be covered by a certificate of title at the earlier of the time the certificate of title ceases to be effective under the law of the issuing jurisdiction or the time the goods become covered subsequently by a certificate of title issued by another jurisdiction.

The local law of the jurisdiction under whose certificate of title the goods are covered governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in goods covered by a certificate of title from the time the goods become covered by the certificate of title until the goods cease to be covered by the certificate of title.

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.

The following rules determine a bank’s jurisdiction for purposes of this part:

Except as otherwise provided in subsection (3), the following rules apply:

The following rules determine a commodity intermediary’s jurisdiction for purposes of this part:

The local law of the jurisdiction in which the debtor is located governs:

Subject to subsection (3), the local law of the issuer’s jurisdiction or a nominated person’s jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a letter-of-credit right if the issuer’s jurisdiction or nominated person’s jurisdiction is a state.

For purposes of this part, an issuer’s jurisdiction or nominated person’s jurisdiction is the jurisdiction whose law governs the liability of the issuer or nominated person with respect to the letter-of-credit right as provided in s. 675.116.

This section does not apply to a security interest that is perfected only under s. 679.3081(4).

In this section, the term “place of business” means a place where a debtor conducts its affairs.

Except as otherwise provided in this section, the following rules determine a debtor’s location:

Subsection (2) applies only if a debtor’s residence, place of business, or chief executive office, as applicable, is located in a jurisdiction whose law generally requires information concerning the existence of a nonpossessory security interest to be made generally available in a filing, recording, or registration system as a condition or result of the security interest’s obtaining priority over the rights of a lien creditor with respect to the collateral. If subsection (2) does not apply, the debtor is located in the District of Columbia.

A person who ceases to exist, have a residence, or have a place of business continues to be located in the jurisdiction specified by subsections (2) and (3).

A registered organization that is organized under the law of a state is located in that state.

Except as otherwise provided in subsection (9), a registered organization that is organized under the law of the United States and a branch or agency of a bank that is not organized under the law of the United States or a state are located:

A registered organization continues to be located in the jurisdiction specified by subsection (5) or subsection (6) notwithstanding:

The United States is located in the District of Columbia.

A branch or agency of a bank that is not organized under the law of the United States or a state is located in the state in which the branch or agency is licensed, if all branches and agencies of the bank are licensed in only one state.

A foreign air carrier under the Federal Aviation Act of 1958, as amended, is located at the designated office of the agent upon which service of process may be made on behalf of the carrier.

This section applies only for purposes of this part.

Except as otherwise provided in this section and s. 679.3091, a security interest is perfected if it has attached and all of the applicable requirements for perfection in ss. 679.3101-679.3161 have been satisfied. A security interest is perfected when it attaches if the applicable requirements are satisfied before the security interest attaches.

An agricultural lien is perfected if it has become effective and all of the applicable requirements for perfection in s. 679.3101 have been satisfied. An agricultural lien is perfected when it becomes effective if the applicable requirements are satisfied before the agricultural lien becomes effective.

A security interest or agricultural lien is perfected continuously if it is originally perfected by one method under this chapter and is later perfected by another method under this chapter, without an intermediate period during which it was unperfected.

Perfection of a security interest in collateral also perfects a security interest in a supporting obligation for the collateral.

Perfection of a security interest in a right to payment or performance also perfects a security interest in a security interest, mortgage, or other lien on personal or real property securing the right.

Perfection of a security interest in a securities account also perfects a security interest in the security entitlements carried in the securities account.

Perfection of a security interest in a commodity account also perfects a security interest in the commodity contracts carried in the commodity account.

A purchase-money security interest in consumer goods, except as otherwise provided in s. 679.3111(2) with respect to consumer goods that are subject to a statute or treaty described in s. 679.3111(1);

An assignment of accounts or payment intangibles which does not by itself or in conjunction with other assignments to the same assignee transfer a significant part of the assignor’s outstanding accounts or payment intangibles;

A sale of a payment intangible;

A sale of a promissory note;

A security interest created by the assignment of a health-care-insurance receivable to the provider of the health-care goods or services;

A security interest arising under s. 672.401, s. 672.505, s. 672.711(3), or s. 680.508(5), until the debtor obtains possession of the collateral;

A security interest of a collecting bank arising under s. 674.2101;

A security interest of an issuer or nominated person arising under s. 675.118;

A security interest arising in the delivery of a financial asset under s. 679.2061(3);

A security interest in investment property created by a broker or securities intermediary;

A security interest in a commodity contract or a commodity account created by a commodity intermediary;

An assignment for the benefit of all creditors of the transferor and subsequent transfers by the assignee thereunder; and

A security interest created by an assignment of a beneficial interest in a decedent’s estate.

Except as otherwise provided in subsection (2) and s. 679.3121(2), a financing statement must be filed to perfect all security interests and agricultural liens.

The filing of a financing statement is not necessary to perfect a security interest:

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.

Except as otherwise provided in subsection (4), the filing of a financing statement is not necessary or effective to perfect a security interest in property subject to:

Compliance with the requirements of a statute, regulation, or treaty described in subsection (1) for obtaining priority over the rights of a lien creditor is equivalent to the filing of a financing statement under this chapter. Except as otherwise provided in subsection (4) and ss. 679.3131 and 679.3161(4) and (5) for goods covered by a certificate of title, a security interest in property subject to a statute, regulation, or treaty described in subsection (1) may be perfected only by compliance with those requirements, and a security interest so perfected remains perfected notwithstanding a change in the use or transfer of possession of the collateral.

Except as otherwise provided in subsection (4) and s. 679.3161(4) and (5), duration and renewal of perfection of a security interest perfected by compliance with the requirements prescribed by a statute, regulation, or treaty described in subsection (1) are governed by the statute, regulation, or treaty. In other respects, the security interest is subject to this chapter.

During any period in which collateral subject to a statute specified in paragraph (1)(b) is inventory held for sale or lease by a person or leased by that person as lessor and that person is in the business of selling goods of that kind, this section does not apply to a security interest in that collateral created by that person.

A security interest in chattel paper, negotiable documents, instruments, or investment property may be perfected by filing.

Except as otherwise provided in s. 679.3151(3) and (4) for proceeds:

While goods are in the possession of a bailee that has issued a negotiable document covering the goods:

While goods are in the possession of a bailee that has issued a nonnegotiable document covering the goods, a security interest in the goods may be perfected by:

A security interest in certificated securities, negotiable documents, or instruments is perfected without filing or the taking of possession or control for a period of 20 days from the time it attaches to the extent that it arises for new value given under an authenticated security agreement.

A perfected security interest in a negotiable document or goods in possession of a bailee, other than one that has issued a negotiable document for the goods, remains perfected for 20 days without filing if the secured party makes available to the debtor the goods or documents representing the goods for the purpose of:

A perfected security interest in a certificated security or instrument remains perfected for 20 days without filing if the secured party delivers the security certificate or instrument to the debtor for the purpose of:

After the 20-day period specified in subsection (5), subsection (6), or subsection (7) expires, perfection depends upon compliance with this chapter.

Except as otherwise provided in subsection (2), a secured party may perfect a security interest in tangible negotiable documents, goods, instruments, money, or tangible chattel paper by taking possession of the collateral. A secured party may perfect a security interest in certificated securities by taking delivery of the certificated securities under s. 678.3011.

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 s. 679.3161(4).

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:

If perfection of a security interest depends upon possession of the collateral by a secured party, perfection occurs no earlier than the time the secured party takes possession and continues only while the secured party retains possession.

A security interest in a certificated security in registered form is perfected by delivery when delivery of the certificated security occurs under s. 678.3011 and remains perfected by delivery until the debtor obtains possession of the security certificate.

A person in possession of collateral is not required to acknowledge that the person holds possession for a secured party’s benefit.

If a person acknowledges that the person holds possession for the secured party’s benefit:

A secured party having possession of collateral does not relinquish possession by delivering the collateral to a person other than the debtor or a lessee of the collateral from the debtor in the ordinary course of the debtor’s business if the person was instructed before the delivery or is instructed contemporaneously with the delivery:

A secured party does not relinquish possession, even if a delivery under subsection (8) violates the rights of a debtor. A person to whom collateral is delivered under subsection (8) 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.

A security interest in investment property, deposit accounts, letter-of-credit rights, electronic chattel paper, or electronic documents may be perfected by control of the collateral under s. 677.106, s. 679.1041, s. 679.1051, s. 679.1061, or s. 679.1071.

A security interest in deposit accounts, electronic chattel paper, letter-of-credit rights, or electronic documents is perfected by control under s. 677.106, s. 679.1041, s. 679.1051, or s. 679.1071 when the secured party obtains control and remains perfected by control only while the secured party retains control.

A security interest in investment property is perfected by control under s. 679.1061 from the time the secured party obtains control and remains perfected by control until:

Except as otherwise provided in this chapter and in s. 672.403(2):

Proceeds that are commingled with other property are identifiable proceeds:

A security interest in proceeds is a perfected security interest if the security interest in the original collateral was perfected.

A perfected security interest in proceeds becomes unperfected on the 21st day after the security interest attaches to the proceeds unless:

If a filed financing statement covers the original collateral, a security interest in proceeds which remains perfected under paragraph (4)(a) becomes unperfected at the later of:

A security interest perfected pursuant to the law of the jurisdiction designated in s. 679.3011(1) or s. 679.3051(3) remains perfected until the earliest of:

If a security interest described in subsection (1) becomes perfected under the law of the other jurisdiction before the earliest time or event described in that subsection, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the earliest time or event, it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.

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:

Except as otherwise provided in subsection (5), a security interest in goods covered by a certificate of title which 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.

A security interest described in subsection (4) 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 s. 679.3111(2) or s. 679.3131 are not satisfied before the earlier of:

A security interest in deposit accounts, letter-of-credit rights, or investment property which is perfected under the law of the bank’s jurisdiction, the issuer’s jurisdiction, a nominated person’s jurisdiction, the securities intermediary’s jurisdiction, or the commodity intermediary’s jurisdiction, as applicable, remains perfected until the earlier of:

If a security interest described in subsection (6) becomes perfected under the law of the other jurisdiction before the earlier of the time or the end of the period described in that subsection, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the 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.

A security interest or agricultural lien is subordinate to the rights of:

Except as otherwise provided in subsection (5), a buyer, other than a secured party, of tangible chattel paper, tangible documents, goods, instruments, or a security certificate takes free of a security interest or agricultural lien if the buyer gives value and receives delivery of the collateral without knowledge of the security interest or agricultural lien and before it is perfected.

Except as otherwise provided in subsection (5), 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.

A licensee of a general intangible or a buyer, other than a secured party, of accounts, electronic chattel paper, electronic documents, general intangibles, or investment property other than a certificated security takes free of a security interest if the licensee or buyer gives value without knowledge of the security interest and before it is perfected.

Except as otherwise provided in ss. 679.320 and 679.321, if a person files a financing statement with respect to a purchase-money security interest before or within 20 days after the debtor receives delivery of the collateral, the security interest takes priority over the rights of a buyer, lessee, or lien creditor which arise between the time the security interest attaches and the time of filing.

An encumbrancer or owner, other than the debtor or a lien creditor, who acquires an interest in the related real property takes free of a security interest in goods that are or become fixtures in this state, which interest is perfected only with a financing statement that is not filed as a fixture filing, even if the encumbrancer or owner knows of the existence of such statement. For purposes of s. 695.01, the filing of a financing statement covering goods that are or become fixtures in this state, which statement is not filed as a fixture filing, shall not constitute constructive notice of such security interest to any person, other than a lien creditor, who acquires an interest in the related real property.

The holder of a mortgage or other lien against real property arising under the laws of this state, other than this chapter, has priority with respect to the rents, issues, profits, and proceeds of the real property, including proceeds from the sale thereof, over a security interest in an account consisting of a right to payment of a monetary obligation for the sale of the real property.

A debtor who has sold an account, chattel paper, payment intangible, or promissory note does not retain a legal or equitable interest in the collateral sold.

For purposes of determining the rights of creditors of, and purchasers for value of an account or chattel paper from, a debtor who has sold an account or chattel paper, while the buyer’s security interest is unperfected, the debtor is deemed to have rights and title to the account or chattel paper identical to those the debtor sold.

Except as otherwise provided in subsection (2), for purposes of determining the rights of creditors of, and purchasers for value of goods from, a consignee, while the goods are in the possession of the consignee, the consignee is deemed to have rights and title to the goods identical to those the consignor had or had power to transfer.

For purposes of determining the rights of a creditor of a consignee, law other than this chapter determines the rights and title of a consignee while goods are in the consignee’s possession if, under this part, a perfected security interest held by the consignor would have priority over the rights of the creditor.

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

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

To the extent that it affects the priority of a security interest over a buyer of goods under subsection (2), the period of effectiveness of a filing made in the jurisdiction in which the seller is located is governed by s. 679.3161(1) and (2).

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

Subsections (1) and (2) do not affect a security interest in goods in the possession of the secured party under s. 679.3131.

In this section, the term “licensee in ordinary course of business” means a person who becomes a licensee of a general intangible in good faith, without knowledge that the license violates the rights of another person in the general intangible, and in the ordinary course from a person in the business of licensing general intangibles of that kind. A person becomes a licensee in the ordinary course if the license to the person comports with the usual or customary practices in the kind of business in which the licensor is engaged or with the licensor’s own usual or customary practices.

A licensee in ordinary course of business takes its rights under a nonexclusive license free of a security interest in the general intangible created by the licensor, even if the security interest is perfected and the licensee knows of its existence.

A lessee in ordinary course of business takes its leasehold interest free of a security interest in the goods created by the lessor, even if the security interest is perfected and the lessee knows of its existence.

Except as otherwise provided in this section, priority among conflicting security interests and agricultural liens in the same collateral is determined according to the following rules:

For the purposes of paragraph (1)(a):

Except as otherwise provided in subsection (6), a security interest in collateral which qualifies for priority over a conflicting security interest under s. 679.327, s. 679.328, s. 679.329, s. 679.330, or s. 679.331 also has priority over a conflicting security interest in:

Subject to subsection (5) and except as otherwise provided in subsection (6), if a security interest in chattel paper, deposit accounts, negotiable documents, instruments, investment property, or letter-of-credit rights is perfected by a method other than filing, conflicting perfected security interests in proceeds of the collateral rank according to priority in time of filing.

Subsection (4) applies only if the proceeds of the collateral are not cash proceeds, chattel paper, negotiable documents, instruments, investment property, or letter-of-credit rights.

Subsections (1) through (5) are subject to:

A perfected agricultural lien on collateral has priority over a conflicting security interest in or agricultural lien on the same collateral if the statute creating the agricultural lien so provides.

Except as otherwise provided in subsection (3), for purposes of determining the priority of a perfected security interest under s. 679.322(1)(a), perfection of the security interest dates from the time an advance is made to the extent that the security interest secures an advance that:

Except as otherwise provided in subsection (3), a security interest is subordinate to the rights of a person who becomes a lien creditor to the extent that the security interest secures an advance made more than 45 days after the person becomes a lien creditor unless the advance is made:

Subsections (1) and (2) 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.

Except as otherwise provided in subsection (5), 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:

Subsection (4) does not apply if the advance is made pursuant to a commitment entered into without knowledge of the buyer’s purchase and before the expiration of the 45-day period.

Except as otherwise provided in subsection (7), 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:

Subsection (6) does not apply if the advance is made pursuant to a commitment entered into without knowledge of the lease and before the expiration of the 45-day period.

Except as otherwise provided in subsection (7), 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 s. 679.327, a perfected security interest in its identifiable proceeds also has priority, if the purchase-money security interest is perfected when the debtor receives possession of the collateral or within 20 days thereafter.

Subject to subsection (3) and except as otherwise provided in subsection (7), a perfected purchase-money security interest in inventory has priority over a conflicting security interest in the same inventory, has priority over a conflicting security interest in chattel paper or an instrument constituting proceeds of the inventory and in proceeds of the chattel paper, if so provided in s. 679.330, and, except as otherwise provided in s. 679.327, 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:

Paragraphs (2)(b), (c), and (d) apply only if the holder of the conflicting security interest had filed a financing statement covering the same types of inventory:

Subject to subsection (5) and except as otherwise provided in subsection (7), 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 s. 679.327, a perfected security interest in their identifiable proceeds and identifiable products in their unmanufactured states also has priority, if:

Paragraphs (4)(b), (c), and (d) apply only if the holder of the conflicting security interest had filed a financing statement covering the same types of livestock:

Except as otherwise provided in subsection (7), 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 s. 679.327, 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.

If more than one security interest qualifies for priority in the same collateral under subsection (1), subsection (2), subsection (4), or subsection (6):

Except as otherwise provided in subsection (2), a security interest created by a debtor is subordinate to a security interest in the same collateral created by another person if:

Subsection (1) subordinates a security interest only if the security interest:

Subject to subsection (2), a security interest created by a new debtor which is perfected by a filed financing statement that is effective solely under s. 679.508 in collateral in which a new debtor has or acquires rights is subordinate to a security interest in the same collateral which is perfected other than by a filed financing statement that is effective solely under s. 679.508.

The other provisions of this part determine the priority among conflicting security interests in the same collateral perfected by filed financing statements that are effective solely under s. 679.508. However, if the security agreements to which a new debtor became bound as debtor were not entered into by the same original debtor, the conflicting security interests rank according to priority in time of the new debtor’s having become bound.

A security interest held by a secured party having control of the deposit account under s. 679.1041 has priority over a conflicting security interest held by a secured party that does not have control.

Except as otherwise provided in subsections (3) and (4), security interests perfected by control under s. 679.3141 rank according to priority in time of obtaining control.

Except as otherwise provided in subsection (4), a security interest held by the bank with which the deposit account is maintained has priority over a conflicting security interest held by another secured party.

A security interest perfected by control under s. 679.1041(1)(c) has priority over a security interest held by the bank with which the deposit account is maintained.

A security interest held by a secured party having control of investment property under s. 679.1061 has priority over a security interest held by a secured party that does not have control of the investment property.

Except as otherwise provided in subsections (3) and (4), conflicting security interests held by secured parties each of which has control under s. 679.1061 rank according to priority in time of:

A security interest held by a securities intermediary in a security entitlement or a securities account maintained with the securities intermediary has priority over a conflicting security interest held by another secured party.

A security interest held by a commodity intermediary in a commodity contract or a commodity account maintained with the commodity intermediary has priority over a conflicting security interest held by another secured party.

A security interest in a certificated security in registered form which is perfected by taking delivery under s. 679.3131(1) and not by control under s. 679.3141 has priority over a conflicting security interest perfected by a method other than control.

Conflicting security interests created by a broker, securities intermediary, or commodity intermediary which are perfected without control under s. 679.1061 rank equally.

In all other cases, priority among conflicting security interests in investment property is governed by ss. 679.322 and 679.323.

A security interest held by a secured party having control of the letter-of-credit right under s. 679.1071 has priority to the extent of its control over a conflicting security interest held by a secured party that does not have control.

Security interests perfected by control under s. 679.3141 rank according to priority in time of obtaining control.

A purchaser of chattel paper has priority over a security interest in the chattel paper which is claimed merely as proceeds of inventory subject to a security interest if:

A purchaser of chattel paper has priority over a security interest in the chattel paper which is claimed other than merely as proceeds of inventory subject to a security interest if the purchaser gives new value and takes possession of the chattel paper or obtains control of the chattel paper under s. 679.1051 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.

Except as otherwise provided in s. 679.327, a purchaser having priority in chattel paper under subsection (1) or subsection (2) also has priority in proceeds of the chattel paper to the extent that:

Except as otherwise provided in s. 679.331(1), 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.

For purposes of subsections (1) and (2), the holder of a purchase-money security interest in inventory gives new value for chattel paper constituting proceeds of the inventory.

For purposes of subsections (2) and (4), if chattel paper or an instrument indicates that it 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.

This chapter does not limit the rights of a holder in due course of a negotiable instrument, a holder to which a negotiable document of title has been duly negotiated, or a protected purchaser of a security. These holders or purchasers take priority over an earlier security interest, even if perfected, to the extent provided in chapters 673, 677, and 678.

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 an adverse claim under chapter 678.

Filing under this chapter does not constitute notice of a claim or defense to the holders, purchasers, or persons described in subsections (1) and (2).

A transferee of money takes the money free of a security interest unless the transferee acts in collusion with the debtor in violating the rights of the secured party.

A transferee of funds from a deposit account takes the funds free of a security interest in the deposit account unless the transferee acts in collusion with the debtor in violating the rights of the secured party.

In this section, the term “possessory lien” means an interest, other than a security interest or an agricultural lien:

A possessory lien on goods has priority over a security interest in the goods unless the lien is created by a statute that expressly provides otherwise.

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.

This chapter does not prevent creation of an encumbrance upon fixtures under real property law.

A security interest in goods which are or become fixtures is invalid against any person with an interest in the real property at the time the security interest in the goods is perfected or at the time the goods are affixed to the real property, whichever occurs later, unless such person has consented to the security interest or disclaimed an interest in the goods as fixtures.

A security interest in goods which are or become fixtures perfected with a financing statement that is filed as a fixture filing takes priority as to the goods over the conflicting interest of an encumbrancer or owner of the related real property arising subsequent to the perfection of such security interest or the affixing of the goods to the real property, whichever occurs later. A security interest in goods which are or become fixtures perfected only with a financing statement that is not filed as a fixture filing is subject to the rights of an encumbrancer or owner of the related real property under s. 679.3171(6) and to the rights of a lien creditor under s. 679.3171(1)(b), but takes priority as to the goods over the rights of a lien creditor who does not meet the requirements of s. 679.3171(1)(b).

A perfected security interest in fixtures has priority over a conflicting interest of an encumbrancer or owner of the real property if the security interest is:

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.

Subsection (6) prevails over any inconsistent provisions of the statutes.

A security interest may be created in an accession and continues in collateral that becomes an accession.

If a security interest is perfected when the collateral becomes an accession, the security interest remains perfected in the collateral.

Except as otherwise provided in subsection (4), the other provisions of this part determine the priority of a security interest in an accession.

A security interest in an accession is subordinate to a security interest in the whole which is perfected by compliance with the requirements of a certificate-of-title statute under s. 679.3111(2).

After default, subject to part VI, a secured party may remove an accession from other goods if the security interest in the accession has priority over the claims of every person having an interest in the whole.

A secured party that removes an accession from other goods under subsection (5) shall promptly reimburse any holder of a security interest or other lien on, or owner of, the whole or of the other goods, other than the debtor, for the cost of repair of any physical injury to the whole or the other goods. The secured party need not reimburse the holder or owner for any diminution in value of the whole or the other goods caused by the absence of the accession removed or by any necessity for replacing it. A person entitled to reimbursement may refuse permission to remove until the secured party gives adequate assurance for the performance of the obligation to reimburse.

In this section, the term “commingled goods” means goods that are physically united with other goods in such a manner that their identity is lost in a product or mass.

A security interest does not exist in commingled goods as such. However, a security interest may attach to a product or mass that results when goods become commingled goods.

If collateral becomes commingled goods, a security interest attaches to the product or mass.

If a security interest in collateral is perfected before the collateral becomes commingled goods, the security interest that attaches to the product or mass under subsection (3) is perfected.

Except as otherwise provided in subsection (6), the other provisions of this part determine the priority of a security interest that attaches to the product or mass under subsection (3).

If more than one security interest attaches to the product or mass under subsection (3), the following rules determine priority:

A buyer of the goods, other than a person in the business of selling goods of that kind, takes free of the security interest if the buyer gives value and receives delivery of the goods after issuance of the certificate and without knowledge of the security interest; and

The security interest is subordinate to a conflicting security interest in the goods that attaches, and is perfected under s. 679.3111(2), after issuance of the certificate and without the conflicting secured party’s knowledge of the security interest.

The security interest or agricultural lien is subordinate to a conflicting perfected security interest in the collateral to the extent that the holder of the conflicting security interest gives value in reasonable reliance upon the incorrect information; and

A purchaser, other than a secured party, of the collateral takes free of the security interest or agricultural lien to the extent that, in reasonable reliance upon the incorrect information, the purchaser gives value and, in the case of tangible chattel paper, tangible documents, goods, instruments, or a security certificate, receives delivery of the collateral.

Except as otherwise provided in subsection (3), a bank with which a deposit account is maintained may exercise any right of recoupment or set-off against a secured party that holds a security interest in the deposit account.

Except as otherwise provided in subsection (3), the application of this chapter to a security interest in a deposit account does not affect a right of recoupment or set-off of the secured party as to a deposit account maintained with the secured party.

The exercise by a bank of a set-off against a deposit account is ineffective against a secured party that holds a security interest in the deposit account which is perfected by control under s. 679.1041(1)(c), if the set-off is based on a claim against the debtor.

The creation, attachment, or perfection of a security interest in the deposit account;

The bank’s knowledge of the security interest; or

The bank’s receipt of instructions from the secured party.

Except as otherwise provided in subsection (2) and ss. 679.4061, 679.4071, 679.4081, and 679.409, whether a debtor’s rights in collateral may be voluntarily or involuntarily transferred is governed by law other than this chapter.

An agreement between the debtor and secured party which prohibits a transfer of the debtor’s rights in collateral or makes the transfer a default does not prevent the transfer from taking effect.

In this section, the term “value” has the meaning provided in s. 673.3031(1).

Except as otherwise provided in this section, an agreement between an account debtor and an assignor not to assert against an assignee any claim or defense that the account debtor may have against the assignor is enforceable by an assignee that takes an assignment:

Subsection (2) does not apply to defenses of a type that may be asserted against a holder in due course of a negotiable instrument under s. 673.3051(2).

In a consumer transaction, if a record evidences the account debtor’s obligation, law other than this chapter requires that the record include a statement to the effect that the rights of an assignee are subject to claims or defenses that the account debtor could assert against the original obligee, and the record does not include such a statement:

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.

Except as otherwise provided in subsection (4), this section does not displace law other than this chapter which gives effect to an agreement by an account debtor not to assert a claim or defense against an assignee.

Unless an account debtor has made an enforceable agreement not to assert defenses or claims, and subject to subsections (2) through (5), the rights of an assignee are subject to:

Subject to subsection (3) and except as otherwise provided in subsection (4), the claim of an account debtor against an assignor may be asserted against an assignee under subsection (1) only to reduce the amount the account debtor owes.

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.

In a consumer transaction, if a record evidences the account debtor’s obligation, 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 the record does not include such a 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 such a statement.

This section does not apply to an assignment of a health-care-insurance receivable.

A modification of or substitution for an assigned contract is effective against an assignee if made in good faith. The assignee acquires corresponding rights under the modified or substituted contract. The assignment may provide that the modification or substitution is a breach of contract by the assignor. This subsection is subject to subsections (2) through (4).

Subsection (1) applies to the extent that:

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.

This section does not apply to an assignment of a health-care-insurance receivable.

Subject to subsections (2) through (9), 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.

Subject to subsection (8), notification is ineffective under subsection (1):

Subject to subsection (8), 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 (1).

Except as otherwise provided in subsection (5) and ss. 680.303 and 679.4071, and subject to subsection (8), a term in an agreement between an account debtor and an assignor or in a promissory note is ineffective to the extent that it:

Subsection (4) does not apply to the sale of a payment intangible or promissory note.

Except as otherwise provided in ss. 680.303 and 679.4071 and subject to subsections (8) and (9), 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:

Subject to subsection (8), an account debtor may not waive or vary its option under paragraph (2)(c).

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. Subsections (4) and (6) do not apply to the creation, attachment, perfection, or enforcement of a security interest in:

Subsections (4), (6), and (8) apply only to a security interest created after January 1, 2002.

This section does not apply to an assignment of a health-care-insurance receivable.

This section prevails over any inconsistent statute, rule, or regulation.

Except as otherwise provided in subsection (2), a term in a lease agreement is ineffective to the extent that it:

Except as otherwise provided in s. 680.303(7), a term described in paragraph (1)(b) is effective to the extent that there is:

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 s. 680.303(4) unless, and then only to the extent that, enforcement actually results in a delegation of material performance of the lessor.

Except as otherwise provided in subsection (2), 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:

Subsection (1) 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 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:

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 (3) would be effective under law other than this chapter but is ineffective under subsection (1) or subsection (3), the creation, attachment, or perfection of a security interest in the promissory note, health-care-insurance receivable, or general intangible:

This section prevails over any inconsistent statute, rule, or regulation.

Subsections (1) and (3) do not apply to the creation, attachment, perfection, or enforcement of a security interest in:

Subsections (1), (3), and (6) apply only to a security interest created after January 1, 2002.

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:

To the extent that a term in a letter of credit is ineffective under subsection (1) but would be effective under law other than this chapter 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:

Except as otherwise provided in subsection (2), the office in which to file a financing statement to perfect a security interest or agricultural lien is:

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 the Secretary of State, or the filing office authorized by s. 679.527 to accept filings for the Florida Secured Transaction Registry. The financing statement also constitutes a fixture filing as to the collateral indicated in the financing statement which is or is to become fixtures.

Subject to subsection (2), a financing statement is sufficient only if it:

Except as otherwise provided in s. 679.5011(2), to be sufficient, a financing statement that covers as-extracted collateral or timber to be cut, or that is filed as a fixture filing and covers goods that are or are to become fixtures, must comply with the requirements of subsection (1) and also:

A record of a mortgage satisfying the requirements of chapter 697 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:

A financing statement may be filed before a security agreement is made or a security interest otherwise attaches.

A financing statement sufficiently provides the name of the debtor:

A financing statement that provides the name of the debtor in accordance with subsection (1) is not rendered ineffective by the absence of:

A financing statement that provides only the debtor’s trade name does not sufficiently provide the name of the debtor.

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.

A financing statement may provide the name of more than one debtor and the name of more than one secured party.

A description of the collateral pursuant to s. 679.1081; or

An indication that the financing statement covers all assets or all personal property.

A consignor, lessor, or 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 s. 679.3111(1), 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.”

This part applies to the filing of a financing statement under subsection (1) and, as appropriate, to compliance that is equivalent to filing a financing statement under s. 679.3111(2), 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 financing statement substantially complying with 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.

Except as otherwise provided in subsection (3), a financing statement that fails sufficiently to provide the name of the debtor in accordance with s. 679.5031(1) is 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 s. 679.5031(1), the name provided does not make the financing statement seriously misleading.

For purposes of s. 679.508(2), the term “debtor’s correct name” as used in subsection (3) means the correct name of the new debtor.

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.

Except as otherwise provided in subsection (3) and s. 679.508, 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 the standard set forth in s. 679.5061.

If a debtor so changes its name that a filed financing statement becomes seriously misleading under the standard set forth in s. 679.5061:

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.

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 (1) to be seriously misleading under the standard set forth in s. 679.5061:

This section does not apply to collateral as to which a filed financing statement remains effective against the new debtor under s. 679.5071(1).

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:

By authenticating or becoming bound as a debtor by a security agreement, a debtor or new debtor authorizes the filing of an initial financing statement, and an amendment, covering:

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:

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 (3).

By acquiring collateral in which a security interest or agricultural lien continues under s. 679.3151(1), a debtor authorizes the filing of an initial financing, and an amendment, covering the collateral and property that become collateral under s. 679.3151(1)(b).

A filed record is effective only to the extent that it was filed by a person who may file it under s. 679.509.

A record authorized by one secured party of record does not affect the financing statement with respect to another secured party of record.

A continuation statement that is not filed within the 6-month period prescribed by s. 679.515(4) is ineffective.

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 s. 679.514(1), the assignee named in the initial financing statement is the secured party of record with respect to the financing statement.

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 s. 679.514(2), the assignee named in the amendment is a 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.

Subject to s. 679.509, a person may add or delete collateral covered by, continue or terminate the effectiveness of, or, subject to subsection (5), otherwise amend the information provided in, a financing statement by filing an amendment that:

Except as otherwise provided in s. 679.515, the filing of an amendment does not extend the period of effectiveness of the financing statement.

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.

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.

An amendment is ineffective to the extent it:

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:

To comply with subsection (1), a secured party shall cause the secured party of record to file the termination statement:

In cases not governed by subsection (1), 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:

Except as otherwise provided in s. 679.510, upon the filing of a termination statement with the filing office, the financing statement to which the termination statement relates ceases to be effective. Except as otherwise provided in s. 679.510, for purposes of ss. 679.519(7) and 679.522(1), 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.

Except as otherwise provided in subsection (3), 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.

Except as otherwise provided in subsection (3), 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:

An assignment of record of a security interest in a fixture covered by a real property mortgage that is effective as a fixture filing under s. 679.5021(3) may be made only by an assignment of record of the mortgage in the manner provided by s. 701.02.

Except as otherwise provided in subsections (2), (5), (6), and (7), a filed financing statement is effective for a period of 5 years after the date of filing.

Except as otherwise provided in subsections (5), (6), and (7), an initial financing statement filed in connection with a 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 manufactured-home transaction.

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 (4). 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 without filing. 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.

A continuation statement may be filed only within 6 months before the expiration of the 5-year period specified in subsection (1) or the 30-year period specified in subsection (2), whichever is applicable.

Except as otherwise provided in s. 679.510, upon timely filing of a continuation statement, the effectiveness of the initial financing statement continues for a period of 5 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 5-year period, the financing statement lapses in the same manner as provided in subsection (3), unless, before the lapse, another continuation statement is filed pursuant to subsection (4). Succeeding continuation statements may be filed in the same manner to continue the effectiveness of the initial 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.

A record of a mortgage satisfying the requirements of chapter 697 that is effective as a fixture filing under s. 679.5021(3) 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.

Except as otherwise provided in subsection (2), communication of a record to a filing office and tender of the processing fee or acceptance of the record by the filing office constitutes filing.

Filing does not occur with respect to a record that a filing office refuses to accept because:

For purposes of subsection (2):

A record that is communicated to the filing office with tender of the filing fee, but that the filing office refuses to accept for a reason other than one set forth in subsection (2), is effective as a filed record except as against a purchaser of the collateral which gives value in reasonable reliance upon the absence of the record from the files.

A person may file in the filing office a correction statement with respect to a record indexed there under the person’s name if the person believes that the record is inaccurate or was wrongfully filed.

A correction statement must:

The filing of a correction statement does not affect the effectiveness of an initial financing statement or other filed record.

For each record filed in a filing office, the filing office shall:

Except as otherwise provided in subsection (9), a file number assigned after January 1, 2002, must include a digit that:

Except as otherwise provided in subsections (4) and (5), the filing office shall:

If a financing statement is filed as a fixture filing or covers as-extracted collateral or timber to be cut, the filing office shall index it:

If a financing statement is filed as a fixture filing or covers as-extracted collateral or timber to be cut, the filing office shall index an assignment filed under s. 679.514(1) or an amendment filed under s. 679.514(2):

The filing office shall maintain a capability for:

The filing office may not remove a debtor’s name from the index until 1 year after the effectiveness of a financing statement naming the debtor lapses under s. 679.515 with respect to all secured parties of record.

Except as otherwise provided in subsection (9), the filing office shall perform the acts required by subsections (1) through (5) at the time and in the manner prescribed by any filing-office rule, but not later than 3 business days after the filing office receives the record in question, if practical.

Subsections (1), (2), and (8) do not apply to a filing office described in s. 679.5011(1)(a).

A filing office shall refuse to accept a record for filing for a reason set forth in s. 679.516(2) and may refuse to accept a record for filing only for a reason set forth in s. 679.516(2).

If a filing office refuses to accept a record for filing, it shall communicate to the person that presented the record the fact of and reason for the refusal and the date and time the record would have been filed had the filing office accepted it. The communication must be made at the time and in the manner prescribed by any filing-office rule but, in the case of a filing office described in s. 679.5011(1)(b), in no event more than 3 business days after the filing office receives the record, if practical.

A filed financing statement satisfying s. 679.5021(1) and (2) is effective, even if the filing office is required to refuse to accept it for filing under subsection (1). However, s. 679.338 applies to a filed financing statement providing information described in s. 679.516(2)(d) which is incorrect at the time the financing statement is filed.

If a record communicated to a filing office provides information that relates to more than one debtor, this part applies as to each debtor separately.

The filing office shall maintain a record of the information provided in a filed financing statement for at least 1 year after the effectiveness of the financing statement has lapsed under s. 679.515 with respect to all secured parties of record. The record must be retrievable by using the name of the debtor and by using the file number, or official records book and page number if a fixture filing, assigned to the initial financing statement to which the record relates.

Except to the extent that chapter 119 governing disposition of public records provides otherwise, the filing office immediately may destroy any written record evidencing a financing statement. However, if the filing office destroys a written record, it shall maintain another record of the financing statement which complies with subsection (1).

If a person files a written record, the filing office shall make available, on the database, an image of the record showing the number assigned to the record pursuant to s. 679.519(1)(a) and the date of the filing of the record or, if requested, send to the person a separate printed acknowledgment indicating the debtor’s name, the number assigned to the record pursuant to s. 679.519(1)(a), and the date of the filing of the record.

If a person files a record other than a written record, the filing office described in s. 679.5011(1)(b) shall communicate to the person an image that provides:

In complying with its duty under this chapter, the filing office described in s. 679.5011(1)(b) may communicate information in any medium. However, if requested, the filing office shall communicate information by issuing its written certificate or a record that can be admitted into evidence in the courts of the state without extrinsic evidence of its authenticity.

The filing office described in s. 679.5011(1)(b) shall perform the acts required by subsections (1) and (2) at the time and in the manner prescribed by any filing-office rule, but not later than 3 business days after the filing office receives the request, if practical.

The delay is caused by interruption of communication or computer facilities, war, emergency conditions, failure of equipment, or other circumstances beyond control of the filing office; and

The filing office exercises reasonable diligence under the circumstances.

Except as otherwise provided in subsection (3), the nonrefundable processing fee for filing and indexing a record under this part, other than an initial financing statement of the kind described in s. 679.5021(3), is:

Except as otherwise provided in subsection (3), the fee for filing and indexing an initial financing statement of the kind described in s. 679.5021(3) is the amount specified in chapter 28.

This section does not require a fee with respect to a mortgage that is effective as a financing statement filed as a fixture filing or as a financing statement covering as-extracted collateral or timber to be cut under s. 679.5021(3). However, the recording and satisfaction fees that otherwise would be applicable to the mortgage apply.

Consistent with this chapter.

Adopted and published in accordance with the Administrative Procedure Act.

As used in this section, the term:

Under chapter 287, the department has the authority to determine and select the most qualified respondents to the request for qualifications and to negotiate and enter into one or more contracts as provided in this section. The contract may not be assignable or otherwise transferable without the express written consent of the department, notwithstanding any limitations imposed by s. 679.4061 or s. 679.4081.

The department shall perform the ²duties, as filing officer and filing office under this chapter, for the Florida Secured Transaction Registry until October 1, 2001, or ³until the effective date of a contract executed by the department to administer and operate the registry for the performance of these duties, whichever occurs later. At that time, the department shall cease serving as the designated filing officer and filing office for the registry under this ¹chapter, and thereafter, except to the extent the department may reclaim those duties as provided ⁴below, the department shall not be responsible for the performance of the duties of the filing office ⁵or officer under this ¹chapter, including determining whether documents tendered for filing under this ¹chapter satisfy the requirements of law. The department shall retain authority under this ¹chapter to approve the forms required to be filed under this ¹chapter. If authorized by the contract with the department, the entity performing the duties of the filing office may certify a copy of a financing statement, or an amendment thereto, which shall be admissible in a state or federal court or in a proceeding before any other tribunal.

Notwithstanding the terms and conditions of any contract to perform the administrative and operational functions of the filing office or filing officer under this part for the Florida Secured Transaction Registry, the department and the state shall retain sole and exclusive ownership of the materials and records of the registry, shall have the right to inspect and make copies of the materials and records of the registry, and shall have the right to immediately reclaim and take possession and control of the original materials and records of the registry if any entity under contract with the department to administer and operate the registry does not, or cannot, perform the terms and conditions of the contract for any reason or commences or is adjudicated a debtor in an insolvency proceeding. If the department reclaims control of the materials and records of the registry, the department shall provide for the uninterrupted fulfillment of the duties of the filing office and filing officer under this chapter by administration and operation by the department until a subsequent contract for such duties can be executed. The department shall be entitled to injunctive relief if the entity fails to turn over the materials and records upon demand, and the Circuit Court for Leon County, Florida, shall have exclusive original jurisdiction to adjudicate any disputes pertaining to this section or any contract entered into under this section.

The Department of State shall immediately develop and issue a Request for Qualifications seeking capable entities to perform both the ²duties currently being performed by the department as a filing officer and filing office under ⁶this chapter.

After default, a secured party has the rights provided in this part and, except as otherwise provided in s. 679.602, those provided by agreement of the parties. A secured party:

A secured party in possession of collateral or control of collateral under s. 679.1041, s. 679.1051, s. 679.1061, or s. 679.1071 has the rights and duties provided in s. 679.2071.

The rights under subsections (1) and (2) are cumulative and may be exercised simultaneously.

Except as otherwise provided in subsection (7) and s. 679.605, after default, a debtor and an obligor have the rights provided in this part and by agreement of the parties.

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:

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 thereafter hold the collateral free of any other requirements of this chapter.

Except as otherwise provided in s. 679.607(3), this part imposes no duties upon a secured party that is a consignor or is a buyer of accounts, chattel paper, payment intangibles, or promissory notes.

Section 679.2071(2)(d)3., which deals with use and operation of the collateral by the secured party;

Section 679.210, which deals with requests for an accounting and requests concerning a list of collateral and statement of account;

Section 679.607(3), which deals with collection and enforcement of collateral;

Sections 679.608(1) and 679.615(3) to the extent that they deal with application or payment of noncash proceeds of collection, enforcement, or disposition;

Sections 679.608(1) and 679.615(4) to the extent that they require accounting for or payment of surplus proceeds of collateral;

Section 679.609 to the extent that it imposes upon a secured party that takes possession of collateral without judicial process the duty to do so without breach of the peace;

Sections 679.610(2), 679.611, 679.613, and 679.614, which deal with disposition of collateral;

Section 679.615(6), which deals with calculation of a deficiency or surplus when a disposition is made to the secured party, a person related to the secured party, or a secondary obligor;

Section 679.616, which deals with explanation of the calculation of a surplus or deficiency;

Sections 679.620, 679.621, and 679.622, which deal with acceptance of collateral in satisfaction of obligation;

Section 679.623, which deals with redemption of collateral;

Section 679.624, which deals with permissible waivers; and

Sections 679.625 and 679.626, which deal with the secured party’s liability for failure to comply with this article.

The parties may determine by agreement the standards measuring the fulfillment of the rights of a debtor or obligor and the duties of a secured party under a rule stated in s. 679.602 if the standards are not manifestly unreasonable.

Subsection (1) does not apply to the duty under s. 679.609 to refrain from breaching the peace.

If a security agreement covers both personal and real property, a secured party may proceed:

Subject to subsection (3), if a security agreement covers goods that are or become fixtures, a secured party may proceed:

Subject to the other provisions of this part, if a secured party holding a security interest in fixtures has priority over all owners and encumbrancers of the real property, the secured party, after default, may remove the collateral from the real property. The secured party shall give reasonable notification of its intent to remove the collateral to all persons entitled to reimbursement under subsection (4).

A secured party that removes collateral shall promptly reimburse any encumbrancer or owner of the real property, other than the debtor, for the cost of repair of any physical injury caused by the removal. The secured party need not reimburse the encumbrancer or owner for any diminution in value of the real property caused by the absence of the goods removed or by any necessity of replacing them. A person entitled to reimbursement may refuse permission to remove until the secured party gives adequate assurance for the performance of the obligation to reimburse. This subsection does not prohibit a secured party and the person entitled to reimbursement from entering into an authenticated record providing for the removal of fixtures and reimbursement for any damage caused thereby.

To a person who is a debtor or obligor, unless the secured party knows:

To a secured party or lienholder that has filed a financing statement against a person, unless the secured party knows:

If so agreed, and in any event after default, a secured party:

If necessary to enable a secured party to exercise under paragraph (1)(c) the right of a debtor to enforce a mortgage nonjudicially outside this state, the secured party may record in the office in which a record of the mortgage is recorded:

A secured party shall proceed in a commercially reasonable manner if the secured party:

A secured party may deduct from the collections made pursuant to subsection (3) reasonable expenses of collection and enforcement, including reasonable attorney’s fees and legal expenses incurred by the secured party.

This section does not determine whether an account debtor, bank, or other person obligated on collateral owes a duty to a secured party.

Nothing in subsection (2) is intended to create a right of nonjudicial foreclosure in this state.

If a security interest or agricultural lien secures payment or performance of an obligation, the following rules apply:

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.

If the secured party in good faith cannot determine the validity, extent, or priority of a subordinate security interest or other lien or there are conflicting claims of subordinate interests or liens, the secured party may commence an interpleader action with respect to remaining proceeds in excess of $2,500 in the circuit or county court, as applicable based upon the amount to be deposited, where the collateral was located or collected or in the county where the debtor has its chief executive office or principal residence in this state, as applicable. If authorized in an authenticated record, the interpleading secured party is entitled to be paid from the remaining proceeds the actual costs of the filing fee and an attorney’s fee in the amount of $250 incurred in connection with filing the interpleader action and obtaining an order approving the interpleader of funds. The debtor in a consumer transaction may not be assessed for the attorney’s fees and costs incurred in the interpleader action by the holders of subordinate security interests or other liens based upon disputes among said holders, and a debtor in a transaction other than a consumer transaction may only recover such fees and costs to the extent provided for in an authenticated record. If authorized in an authenticated record, the court in the interpleader action may award reasonable attorney’s fees and costs to the prevailing party in a dispute between the debtor and a holder of a security interest or lien which claims an interest in the remaining interplead proceeds, but only if the debtor challenges the validity, priority, or extent of said security interest or lien. Except as provided in this subsection, a debtor may not be assessed attorney’s fees and costs incurred by any party in an interpleader action commenced under this section.

After default, a secured party:

A secured party may proceed under subsection (1):

If so agreed, and in any event after default, a secured party may require the debtor to assemble the collateral and make it available to the secured party at a place to be designated by the secured party which is reasonably convenient to both parties.

After default, a secured party may sell, lease, license, or otherwise dispose of any or all of the collateral in its present condition or following any commercially reasonable preparation or processing.

Every aspect of a disposition of collateral, including the method, manner, time, place, and other terms, must be commercially reasonable. If commercially reasonable, a secured party may dispose of collateral by public or private proceedings, by one or more contracts, as a unit or in parcels, and at any time and place and on any terms.

A secured party may purchase collateral:

A contract for sale, lease, license, or other disposition includes the warranties relating to title, possession, quiet enjoyment, and the like which by operation of law accompany a voluntary disposition of property of the kind subject to the contract.

A secured party may disclaim or modify warranties under subsection (4):

A record is sufficient to disclaim warranties under subsection (5) if it indicates that “there is no warranty relating to title, possession, quiet enjoyment, or the like in this disposition” or uses words of similar import.

In this section, the term “notification date” means the earlier of the date on which:

Except as otherwise provided in subsection (4), a secured party that disposes of collateral under s. 679.610 shall send to the persons specified in subsection (3) a reasonable authenticated notification of disposition.

To comply with subsection (2), the secured party shall send an authenticated notification of disposition to:

Subsection (2) 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.

A secured party complies with the requirement for notification prescribed by subparagraph (3)(c)2. if:

For purposes of subsection (3), the secured party may send the authenticated notification as follows:

Except as otherwise provided in subsection (2), whether a notification is sent within a reasonable time is a question of fact.

A notification of disposition sent after default and 10 days or more before the earliest time of disposition set forth in the notification is sent within a reasonable time before the disposition.

The contents of a notification of disposition are sufficient if the notification:

Whether the contents of a notification that lacks any of the information specified in subsection (1) are nevertheless sufficient is a question of fact.

The contents of a notification providing substantially the information specified in subsection (1) are sufficient, even if the notification includes:

A particular phrasing of the notification is not required.

The following form of notification and the form appearing in s. 679.614(3), when completed, each provides sufficient information:

NOTIFICATION OF DISPOSITION
OF COLLATERAL

To:  (Name of debtor, obligor, or other person to which the notification is sent)  

From:  (Name, address, and telephone number of secured party)  

Name of Debtor(s):  (Include only if debtor(s) are not an addressee)  

[For a public disposition:]

We will sell [or lease or license, as applicable] the   (describe collateral)  to the highest qualified bidder in public as follows:

Day and Date:
Time:
Place:

[For a private disposition:]

We will sell [or lease or license, as applicable] the   (describe collateral)   privately sometime after   (day and date)  .

You are entitled to an accounting of the unpaid indebtedness secured by the property that we intend to sell [or lease or license, as applicable] for a charge of $ . You may request an accounting by calling us at   (telephone number)  .

A notification of disposition must provide the following information:

A particular phrasing of the notification is not required.

The following form of notification, when completed, 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 Transaction)  

We have your   (describe collateral)  , because you broke promises in our agreement.

[For a public disposition:]

We will sell   (describe collateral)   at public sale. A sale could include a lease or license. The sale will be held as follows:

Date:

Time:

Place:

You may attend the sale and bring bidders if you want.

[For a private disposition:]

We will sell   (describe collateral)   at private sale sometime after   (date)  . A sale could include a lease or license.

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.

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)  .

If you want us to explain to you in writing how we have figured the amount that you owe us, you may call us at   (telephone number)   or write us at   (secured party’s address)   and request a written explanation. We will charge you $  for the explanation if we sent you another written explanation of the amount you owe us within the last 6 months.

If you need more information about the sale, call us at   (telephone number)   or write us at   (secured party’s address)  .

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)  

A notification in the form of subsection (3) is sufficient, even if additional information appears at the end of the form.

A notification in the form of subsection (3) is sufficient, even if it includes errors in information not required by subsection (1), unless the error is misleading with respect to rights arising under this chapter.

If a notification under this section is not in the form of subsection (3), law other than this chapter determines the effect of including information not required by subsection (1).

A secured party shall apply or pay over for application the cash proceeds of disposition under s. 679.610 in the following order to:

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 after receipt of the request and agree to indemnify the secured party on reasonable terms acceptable to the secured party for damages, including reasonable attorney’s fees and costs, incurred or suffered by the secured party if the subordinate holder did not have the right to receive the amounts to be paid to it. Unless the holder complies, the secured party need not comply with the holder’s demand under paragraph (1)(c).

A secured party need not apply or pay over for application noncash proceeds of disposition under s. 679.610 unless the failure to do so would be commercially unreasonable. A secured party that applies or pays over for application noncash proceeds shall do so in a commercially reasonable manner.

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 subsection (1) and permitted by subsection (3):

If the underlying transaction is a sale of accounts, chattel paper, payment intangibles, or promissory notes:

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 this part to a transferee other than the secured party, a person related to the secured party, or a secondary obligor if:

A secured party that 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:

If the secured party in good faith cannot determine the validity, extent, or priority of a subordinate security interest or other lien or there are conflicting claims of subordinate interests or liens, the secured party may commence an interpleader action with respect to remaining proceeds in excess of $2,500 in the circuit or county court, as applicable based upon the amount to be deposited, where the collateral was located or collected or in the county where the debtor’s chief executive office or principal residence is located in this state, as applicable. The interpleading secured party and any other parties in the interpleader action shall only be entitled to recover attorney’s fees and costs as permitted in s. 679.608(3).

In this section, the term:

In a consumer-goods transaction in which the debtor is entitled to a surplus or a consumer obligor is liable for a deficiency under s. 679.615, the secured party shall:

To comply with subparagraph (1)(a)2., a writing must provide the following information in the following order:

A particular phrasing of the explanation is not required. An explanation complying substantially with the requirements of subsection (1) is sufficient, even if it includes minor errors that are not seriously misleading.

A debtor or consumer obligor is entitled without charge to one response to a request under this section during any 6-month period in which the secured party did not send to the debtor or consumer obligor an explanation pursuant to paragraph (2)(a). The secured party may require payment of a charge not exceeding $25 for each additional response.

A secured party’s disposition of collateral after default:

A transferee that acts in good faith takes free of the rights and interests described in subsection (1), even if the secured party fails to comply with this chapter or the requirements of any judicial proceeding.

If a transferee does not take free of the rights and interests described in subsection (1), the transferee takes the collateral subject to:

A secondary obligor acquires the rights and becomes obligated to perform the duties of the secured party after the secondary obligor:

An assignment, transfer, or subrogation described in subsection (1):

In this section, the term “transfer statement” means a record authenticated by a secured party stating:

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:

A transfer of the record or legal title to collateral to a secured party under subsection (2) 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.

Except as otherwise provided in subsection (7), a secured party may accept collateral in full or partial satisfaction of the obligation it secures only if:

A purported or apparent acceptance of collateral under this section is ineffective unless:

For purposes of this section:

To be effective under paragraph (1)(b), a notification of objection must be received by the secured party:

A secured party that has taken possession of collateral shall dispose of the collateral pursuant to s. 679.610 within the time specified in subsection (6) if:

To comply with subsection (5), the secured party shall dispose of the collateral:

In a consumer transaction, a secured party may not accept collateral in partial satisfaction of the obligation it secures.

A secured party that desires to accept collateral in full or partial satisfaction of the obligation it secures shall send its proposal to:

A secured party that 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 subsection (1).

A secured party shall send its proposal under s. 679.621(1) or (2) to the affected party at the address prescribed in s. 679.611(6).

A secured party’s acceptance of collateral in full or partial satisfaction of the obligation it secures:

A subordinate interest is discharged or terminated under subsection (1), even if the secured party fails to comply with this chapter.

A debtor, any secondary obligor, or any other secured party or lienholder may redeem collateral.

To redeem collateral, a person shall tender:

A redemption may occur at any time before a secured party:

A debtor or secondary obligor may waive the right to notification of disposition of collateral under s. 679.611 only by an agreement to that effect entered into and authenticated after default.

A debtor may waive the right to require disposition of collateral under s. 679.620(5) only by an agreement to that effect entered into and authenticated after default.

Except in a consumer-goods transaction, a debtor or secondary obligor may waive the right to redeem collateral under s. 679.623 only by an agreement to that effect entered into and authenticated after default.

If it is established that a secured party is not proceeding in accordance with this chapter, a court may order or restrain collection, enforcement, or disposition of collateral on appropriate terms and conditions. This subsection shall not preclude a debtor other than a consumer and a secured party, or two or more secured parties in other than a consumer transaction, from agreeing in an authenticated record that the debtor or secured party must first provide to the alleged offending secured party notice of a violation of this chapter and opportunity to cure before commencing any legal proceeding under this section.

Subject to subsections (3), (4), and (6), a person is liable for damages in the amount of any loss caused by a failure to comply with this chapter, including damages suffered by the debtor resulting from the debtor’s inability to obtain, or increased costs of, alternative financing, but not including consequential, special, or penal damages, unless the conduct giving rise to the failure constitutes an independent claim under the laws of this state other than this chapter and then only to the extent otherwise recoverable under law.

Except as otherwise provided in s. 679.628:

A debtor whose deficiency is eliminated under s. 679.626 may recover damages for the loss of any surplus. However, a debtor or secondary obligor whose deficiency is eliminated or reduced under s. 679.626 may not otherwise recover under subsection (2) for noncompliance with the provisions of this part relating to collection, enforcement, disposition, or acceptance.

In lieu of damages recoverable under subsection (2), the debtor, consumer obligor, or person named as a debtor in a filed record, as applicable, may recover $500 in each case from a person who:

A debtor or consumer obligor may recover damages under subsection (2) and, in addition, $500 in each case from a person who, without reasonable cause, fails to comply with a request under s. 679.210. A recipient of a request under s. 679.210 which never claimed an interest in the collateral or obligations that are the subject of a request under that section has a reasonable excuse for failure to comply with the request within the meaning of this subsection.

If a secured party fails to comply with a request regarding a list of collateral or a statement of account under s. 679.210, the secured party may claim a security interest only as shown in the list or statement included in the request as against a person who is reasonably misled by the failure.

A secured party need not prove compliance with the provisions of this part relating to collection, enforcement, disposition, or acceptance unless the debtor or a secondary obligor places the secured party’s compliance in issue.

If the secured party’s compliance is placed in issue, the secured party has the burden of establishing that the collection, enforcement, disposition, or acceptance was conducted in accordance with this part.

Except as otherwise provided in s. 679.628, if a secured party fails to prove that the collection, enforcement, disposition, or acceptance was conducted in accordance with the provisions of this part relating to collection, enforcement, disposition, or acceptance, the liability of a debtor or a secondary obligor for a deficiency is limited to an amount by which the sum of the secured obligation, reasonable expenses, and, to the extent provided for by agreement and not prohibited by law, attorney’s fees exceeds the greater of:

For purposes of paragraph (3)(b), the amount of proceeds that would have been realized is equal to the sum of the secured obligation, expenses, and attorney’s fees unless the secured party proves that the amount is less than that sum.

If a deficiency or surplus is calculated under s. 679.615(6), the debtor or obligor has the burden of establishing that the amount of proceeds of the disposition is significantly below the range of prices 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.

The fact that a greater amount could have been obtained by a collection, enforcement, disposition, or acceptance at a different time or in a different method from that selected by the secured party is not of itself sufficient to preclude the secured party from establishing that the collection, enforcement, disposition, or acceptance was made in a commercially reasonable manner.

A disposition of collateral is made in a commercially reasonable manner if the disposition is made:

A collection, enforcement, disposition, or acceptance is commercially reasonable if it has been approved:

Approval under subsection (3) need not be obtained, and lack of approval does not mean that the collection, enforcement, disposition, or acceptance is not commercially reasonable.

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:

A secured party is not liable because of its status as a secured party:

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:

A secured party is not liable to any person under s. 679.625(3)(b) for its failure to comply with s. 679.616.

A secured party is not liable under s. 679.625(3)(b) more than once with respect to any one secured obligation.

Except as otherwise provided in this part, this act applies to a transaction or lien within its scope, even if the transaction or lien was entered into or created before this act takes effect.

Except as otherwise provided in subsection (3) and ss. 679.703-679.709:

This act does not affect an action, case, or proceeding commenced before this act takes effect.

A security interest that is enforceable immediately before this act takes effect and would have priority over the rights of a person who becomes a lien creditor at that time is a perfected security interest under this act if, when this act takes effect, the applicable requirements for enforceability and perfection under this act are satisfied without further action.

Except as otherwise provided in s. 679.705, if, immediately before this act takes effect, a security interest is enforceable and would have priority over the rights of a person who becomes a lien creditor at that time, but the applicable requirements for enforceability or perfection under this act are not satisfied when this act takes effect, the security interest:

Remains an enforceable security interest for 1 year after this act takes effect;

Remains enforceable thereafter if the security interest becomes enforceable under former s. 679.203 when this act takes effect or within 1 year thereafter; and

Becomes perfected:

If action, other than the filing of a financing statement, is taken before this act takes effect and the action would have resulted in priority of a security interest over the rights of a person who becomes a lien creditor had the security interest become enforceable before this act takes effect, the action is effective to perfect a security interest that attaches under this act within 1 year after this act takes effect. An attached security interest becomes unperfected 1 year after this act takes effect unless the security interest becomes a perfected security interest under this act before the expiration of that period.

The filing of a financing statement before this act takes effect is effective to perfect a security interest to the extent the filing would satisfy the applicable requirements for perfection under this act.

This act does not render ineffective an effective financing statement that, before this act takes effect, is filed and satisfies the applicable requirements for perfection under the law of the jurisdiction governing perfection as provided in s. 679.103, Florida Statutes 2000. However, except as otherwise provided in subsections (4) and (5) and s. 679.706, the financing statement ceases to be effective at the earlier of:

The filing of a continuation statement after this act takes effect does not continue the effectiveness of the financing statement filed before this act takes effect. However, upon the timely filing of a continuation statement after this act takes effect and in accordance with the law of the jurisdiction governing perfection as provided in part III, the effectiveness of a financing statement filed in the same office in that jurisdiction before this act takes effect continues for the period provided by the law of that jurisdiction.

Paragraph (3)(b) applies to a financing statement that, before this act takes effect, is filed against a transmitting utility and satisfies the applicable requirements for perfection under the law of the jurisdiction governing perfection as provided in s. 679.103, Florida Statutes 2000, only to the extent that part III provides that the law of a jurisdiction other than the jurisdiction in which the financing statement is filed governs perfection of a security interest in collateral covered by the financing statement.

A financing statement that includes a financing statement filed before this act takes effect and a continuation statement filed after this act takes effect is effective only to the extent that it satisfies the requirements of part V for an initial financing statement.

The filing of an initial financing statement in the office specified in s. 679.5011 continues the effectiveness of a financing statement filed before this act takes effect if:

The filing of an initial financing statement under subsection (1) continues the effectiveness of the pre-effective date financing statement:

To be effective for purposes of subsection (1), an initial financing statement must:

In this section, the term “pre-effective date financing statement” means a financing statement filed before this act takes effect.

After this act takes effect, a person may add or delete collateral covered by, continue or terminate the effectiveness of, or otherwise amend the information provided in a pre-effective date financing statement only in accordance with the law of the jurisdiction governing perfection as provided in part III. However, the effectiveness of a pre-effective date financing statement also may be terminated in accordance with the law of the jurisdiction in which the financing statement is filed.

Except as otherwise provided in subsection (4), if the law of this state governs perfection of a security interest, the information in a pre-effective date financing statement may be amended after this act takes effect only if:

If the law of this state governs perfection of a security interest, the effectiveness of a pre-effective date financing statement may be continued only under s. 679.705(4) and (6) or s. 679.706.

Whether or not the law of this state governs perfection of a security interest, the effectiveness of a pre-effective date financing statement filed in this state may be terminated after this act takes effect by filing a termination statement in the office in which the pre-effective date financing statement is filed, unless an initial financing statement that satisfies s. 679.706(3) has been filed in the office specified by the law of the jurisdiction governing perfection as provided in part III as the office in which to file a financing statement.

The secured party of record authorizes the filing; and

The filing is necessary under this part:

This act determines the priority of conflicting claims to collateral. However, if the relative priorities of the claims were established before this act takes effect, chapter 679, Florida Statutes 2000, determines priority.

For purposes of s. 679.322(1), the priority of a security interest that becomes enforceable under s. 679.2031 of this act dates from the time this act takes effect if the security interest is perfected under this act by the filing of a financing statement before this act takes effect which would not have been effective to perfect the security interest under chapter 679, Florida Statutes 2000. This subsection does not apply to conflicting security interests each of which is perfected by the filing of such a financing statement.