UCC: SECURED TRANS.; ELECTRONIC RECORDS

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SENATE BILL NO. 252

IN THE LEGISLATURE OF THE STATE OF ALASKA

THIRTY-FOURTH LEGISLATURE - SECOND SESSION

BY SENATOR CLAMAN

Introduced: 2/18/26
Referred: Labor & Commerce, Judiciary

A BILL

FOR AN ACT ENTITLED

"An Act relating to the Uniform Commercial Code; relating to secured transactions; 1
relating to controllable accounts, controllable electronic records, and controllable 2
payment intangibles; relating to sales; relating to negotiable instruments; relating to 3
letters of credit; relating to warehouse receipts, bills of lading, and other documents of 4
title; relating to investment securities; relating to leases of goods; and relating to fund 5
transfers." 6
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA: 7
* Section 1. AS 09.25.060 is amended to read: 8
Sec. 09.25.060. Fraud presumed from retention of possession. Every sale or 9
assignment of personal property unless accompanied by the immediate delivery and 10
the actual and continued change of possession of the thing sold or assigned is 11
presumed prima facie to be a fraud against the creditors of the vendor or assignor, and 12
subsequent purchasers in good faith and for a valuable consideration during the time 13
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the property remains in the possession of the vendor or assignor, except that retention 1
of possession in good faith and current course of trade by a merchant seller for a 2
commercially reasonable time after a sale or identification is not fraudulent, and 3
nothing contained in this section shall supersede the provisions of AS 45.01 - 4
AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and AS 45.36 (Uniform 5
Commercial Code). 6
* Sec. 2. AS 09.25.090 is amended to read: 7
Sec. 09.25.090. Objections to tender. The person to whom a tender is made 8
shall at the time specify any objection the person may have to the money, instrument, 9
or property, or the person waives it. If the objection is to the amount of money, the 10
terms of the instrument, or the amount or kind of property, the person shall specify the 11
amount, terms, or kind that the person requires, or is precluded from objecting later. 12
This section may not be construed to modify or change in any manner corresponding 13
provisions of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and 14
AS 45.36 (Uniform Commercial Code). 15
* Sec. 3. AS 09.80.190(17) is amended to read: 16
(17) "Uniform Commercial Code" means AS 45.01 - AS 45.08, 17
AS 45.12, AS 45.14, [AND] AS 45.29, and AS 45.36. 18
* Sec. 4. AS 14.42.220(c) is amended to read: 19
(c) Bonds of the corporation, regardless of form or character, are negotiable 20
instruments for all the purposes of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] 21
AS 45.29, and AS 45.36 (Uniform Commercial Code). 22
* Sec. 5. AS 14.42.250 is amended to read: 23
Sec. 14.42.250. Validity of pledge. It is the intention of the legislature that a 24
pledge made in respect to bonds of the corporation shall be valid, perfected, and 25
binding from the time the pledge is made; that the money or property so pledged and 26
thereafter received by the corporation shall immediately be subject to the lien of the 27
pledge without physical delivery or further act; and that the lien of the pledge shall be 28
valid and binding as against all parties having claims of any kind in tort, contract, or 29
otherwise against the corporation irrespective of whether the parties have notice. 30
Neither the resolution, trust agreement, nor other instrument by which a pledge is 31
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created need be recorded or filed under the provisions of AS 45.01 - AS 45.08, 1
AS 45.12, AS 45.14, [AND] AS 45.29, and AS 45.36 (Uniform Commercial Code) to 2
be valid, perfected, binding, or effective. 3
* Sec. 6. AS 25.27.279 is amended to read: 4
Sec. 25.27.279. Voiding of fraudulent transfers made to avoid payment of 5
child support. In addition to the rights provided in AS 09.25.060, if a transfer of 6
personal or real property is made by an obligor without immediate delivery and the 7
actual continuing change of possession of the property transferred, the transfer of the 8
property is presumed prima facie to be fraud against creditors for child support of the 9
obligor who transferred the property and subsequent purchasers in good faith and for 10
valuable consideration during the time the property remains in the possession of the 11
obligor who made the transfer, except that retention of possession in good faith and 12
current course of trade by a merchant seller for a commercially reasonable time after 13
the sale or identification is not fraudulent. Nothing contained in this section supersedes 14
the provisions of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and 15
AS 45.36 (Uniform Commercial Code). 16
* Sec. 7. AS 28.10.491(a) is amended to read: 17
(a) Upon conviction, a person is guilty of a felony who 18
(1) alters, forges, or counterfeits a certificate of title or registration, or 19
a registration plate, decal, tab, or sticker of this or another jurisdiction; 20
(2) alters or forges an assignment of a certificate of title or an 21
assignment or release of a security interest on a certificate of title of this or another 22
jurisdiction or on a form the department prescribes; 23
(3) has possession of or uses a certificate of title or registration, 24
registration plate, decal, tab, or sticker of this or another jurisdiction knowing it to 25
have been altered, forged, or counterfeited; 26
(4) wilfully removes or falsifies a vehicle identification number; 27
(5) wilfully conceals or misrepresents the identity of a vehicle or 28
vehicle equipment; 29
(6) buys, receives, possesses, sells, or disposes of a vehicle or vehicle 30
equipment, knowing that a vehicle identification number or equipment has been 31
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unlawfully removed or falsified; 1
(7) removes from the state a vehicle that is the subject of a security 2
interest created under AS 28.01 - 28.35 or under AS 45.01 - 45.08, AS 45.12, 3
AS 45.14, [AND] AS 45.29, and AS 45.36 (Uniform Commercial Code) without the 4
written consent of the secured party, and with intent to defraud the secured party or the 5
state; 6
(8) represents a motor vehicle or house trailer to be a new vehicle and 7
who sells or procures the sale of that motor vehicle as a new vehicle without 8
presenting a "manufacturer's statement of origin"; or 9
(9) makes a false statement or otherwise conceals or withholds a 10
material fact in an application for registration or certificate of title or falsely affirms 11
with respect to a matter required to be sworn to, affirmed, or furnished under this 12
chapter or regulations adopted under this chapter; except that a person who with 13
criminal negligence as defined in AS 11.81.900, falsely certifies to the department the 14
existence of a motor vehicle liability insurance policy under AS 28.10.021(a)(2), is 15
guilty of a class A misdemeanor. 16
* Sec. 8. AS 29.35.625(e) is amended to read: 17
(e) All bonds issued under this section, regardless of form or character, are 18
negotiable instruments for all of the purposes of AS 45.01 - AS 45.08, AS 45.12, 19
AS 45.14, [AND] AS 45.29, and AS 45.36 (Uniform Commercial Code). 20
* Sec. 9. AS 29.35.825(e) is amended to read: 21
(e) All bonds issued under this section, regardless of form or character, are 22
negotiable instruments for all the purposes of AS 45.01 - AS 45.08, AS 45.12, 23
AS 45.14, [AND] AS 45.29, and AS 45.36 (Uniform Commercial Code). 24
* Sec. 10. AS 36.30.860 is amended to read: 25
Sec. 36.30.860. Supplementary general principles of law applicable. Unless 26
displaced by the particular provisions of this chapter, the principles of law and equity, 27
including AS 45.01 - AS 45.08, AS 45.12, 45.14, [AND] 45.29, and 45.36 (Uniform 28
Commercial Code), the law merchant, and law relative to capacity to contract, agency, 29
fraud, misrepresentation, duress, coercion, mistake, or bankruptcy shall supplement 30
the provisions of this chapter. 31
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* Sec. 11. AS 44.83.100(c) is amended to read: 1
(c) All bonds, regardless of form or character, shall be negotiable instruments 2
for all the purposes of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, 3
and AS 45.36 (Uniform Commercial Code). 4
* Sec. 12. AS 44.83.120 is amended to read: 5
Sec. 44.83.120. Validity of pledge. It is the intention of the legislature that a 6
pledge made in respect of bonds is considered perfected and is valid and binding from 7
the time the pledge is made; that the money or property so pledged and thereafter 8
received by the authority shall immediately be subject to the lien of the pledge without 9
physical delivery or further act; and that the lien of the pledge shall be valid and 10
binding as against all parties having claims of any kind in tort, contract, or otherwise 11
against the authority irrespective of whether the parties have notice. Neither the 12
resolution, trust agreement, nor any other instrument by which a pledge is created need 13
be recorded or filed under the provisions of AS 45.01 - AS 45.08, AS 45.12, 14
AS 45.14, [AND] AS 45.29, and AS 45.36 (Uniform Commercial Code) to be 15
perfected or to be valid, binding, or effective against the parties. 16
* Sec. 13. AS 44.85.140 is amended to read: 17
Sec. 44.85.140. Negotiability of bonds or notes. Notwithstanding other 18
provisions of law, a bond or note issued under this chapter is fully negotiable for all 19
purposes of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and 20
AS 45.36 (Uniform Commercial Code), and a holder or owner of a bond or note, or of 21
a coupon appurtenant to it, by accepting the bond, note, or coupon is conclusively 22
considered to have agreed that the bond, note, or coupon is fully negotiable for all 23
purposes of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and 24
AS 45.36. 25
* Sec. 14. AS 44.88.090(c) is amended to read: 26
(c) All bonds, regardless of form or character, shall be negotiable instruments 27
for all the purposes of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, 28
and AS 45.36 (Uniform Commercial Code). 29
* Sec. 15. AS 45.01.111(a) is amended to read: 30
(a) AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and 31
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AS 45.36 may be cited as the Uniform Commercial Code. 1
* Sec. 16. AS 45.01.211(b)(10) is amended to read: 2
(10) "code" means AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] 3
AS 45.29, and AS 45.36; 4
* Sec. 17. AS 45.01.211(b)(11) is amended to read: 5
(11) "conspicuous," with reference to a term, means written, displayed, 6
or presented in a way that, based on the totality of the circumstances, a reasonable 7
person against whom it is to operate ought to have noticed it; whether a term is 8
"conspicuous" or not is a decision for the court; [CONSPICUOUS TERMS INCLUDE 9
(A) A HEADING IN CAPITALS EQUAL TO OR GREATER 10
IN SIZE THAN THE SURROUNDING TEXT, OR IN CONTRASTING 11
TYPE, FONT, OR COLOR TO THE SURROUNDING TEXT OF THE 12
SAME OR LESSER SIZE; AND 13
(B) LANGUAGE IN THE BODY OF A RECORD OR 14
DISPLAY IN LARGER TYPE THAN THE SURROUNDING TEXT, OR IN 15
CONTRASTING TYPE, FONT, OR COLOR TO THE SURROUNDING 16
TEXT OF THE SAME SIZE, OR SET OFF FROM SURROUNDING TEXT 17
OF THE SAME SIZE BY SYMBOLS OR OTHER MARKS THAT CALL 18
ATTENTION TO THE LANGUAGE;] 19
* Sec. 18. AS 45.01.211(b)(16) is amended to read: 20
(16) "delivery," with respect to an electronic document of title, means 21
voluntary transfer of control and, with respect to an instrument, a tangible document of 22
title, or an authoritative tangible copy of a record evidencing chattel paper, means 23
voluntary transfer of possession; 24
* Sec. 19. AS 45.01.211(b)(23) is amended to read: 25
(23) "holder" means the person in 26
(A) possession of a negotiable instrument that is payable either 27
to bearer or to an identified person who is the person in possession; 28
(B) possession of a negotiable tangible document of title if the 29
goods are deliverable either to bearer or to the order of the person in 30
possession; or 31
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(C) control, other than under AS 45.07.116(g), of a 1
negotiable electronic document of title; 2
* Sec. 20. AS 45.01.211(b)(26) is amended to read: 3
(26) "money" means a medium of exchange that is currently 4
authorized or adopted by a domestic or foreign government; "money" [, AND] 5
includes a monetary unit of account established by an intergovernmental organization 6
or by agreement between two or more countries; "money" does not include an 7
electronic record that is a medium of exchange recorded and transferable in a 8
system that existed and operated for the medium of exchange before the medium 9
of exchange was authorized or adopted by the government; 10
* Sec. 21. AS 45.01.211(b)(30) is amended to read: 11
(30) "person" means an individual, corporation, business trust, estate, 12
trust, partnership, limited liability company, association, joint venture, government, 13
governmental subdivision, agency, or instrumentality [, PUBLIC CORPORATION,] 14
or another legal or commercial entity; "person" includes a protected series, 15
however denominated, of an entity if the protected series is established under law 16
other than the code that limits, or limits if conditions specified under the law are 17
satisfied, the ability of a creditor of the entity or of another protected series of the 18
entity to satisfy a claim from assets of the protected series; 19
* Sec. 22. AS 45.01.211(b)(39) is amended to read: 20
(39) "send," in connection with a [WRITING,] record [,] or 21
notification [NOTICE], means 22
(A) to deposit in the mail, [OR] deliver for transmission, or 23
transmit by a usual means of communication, with postage or cost of 24
transmission provided for [AND PROPERLY ADDRESSED AND, IN THE 25
CASE OF AN INSTRUMENT, TO AN ADDRESS SPECIFIED ON THE 26
INSTRUMENT OR OTHERWISE AGREED ON, OR, IF AN ADDRESS IS 27
NOT SPECIFIED ON THE INSTRUMENT OR OTHERWISE AGREED 28
ON], addressed to an address reasonable under the circumstances; or 29
(B) to cause the record or notification to be received within 30
the time the record or notification would have been received if properly 31
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sent under (A) of this paragraph [IN ANOTHER WAY TO CAUSE TO BE 1
RECEIVED A RECORD OR NOTICE WITHIN THE TIME IT WOULD 2
HAVE ARRIVED IF PROPERLY SENT]; 3
* Sec. 23. AS 45.01.211(b)(40) is amended to read: 4
(40) "signed," "signing," and "signature" have corresponding 5
meanings to "sign" [INCLUDES USING A SYMBOL EXECUTED OR ADOPTED 6
WITH PRESENT INTENTION TO ADOPT OR ACCEPT A WRITING]; 7
* Sec. 24. AS 45.01.211(b) is amended by adding new paragraphs to read: 8
(48) "electronic" means relating to technology having electrical, 9
digital, magnetic, wireless, optical, electromagnetic, or similar capabilities; 10
(49) "sign" means, with present intent to authenticate or adopt a 11
record, to 12
(A) execute or adopt a tangible symbol; or 13
(B) attach to or logically associate with the record an electronic 14
symbol, sound, or process. 15
* Sec. 25. AS 45.01.214 is amended to read: 16
Sec. 45.01.214. Value. Except as otherwise provided in AS 45.03, AS 45.04, 17
[AND] AS 45.05, and AS 45.36, a person gives value for rights if the person acquires 18
them 19
(1) in return for a binding commitment to extend credit or for the 20
extension of immediately available credit, whether or not drawn on [UPON] and 21
whether or not a charge-back is provided for in the event of difficulties in collection; 22
(2) as security for, or in total or partial satisfaction of, a preexisting 23
claim; 24
(3) by accepting delivery under a preexisting contract for purchase; or 25
(4) in return for consideration sufficient to support a simple contract. 26
* Sec. 26. AS 45.01.301(c) is amended to read: 27
(c) If one of the following provisions of the code specifies the applicable law, 28
that provision governs, and a contrary agreement is effective only to the extent 29
permitted by the applicable law specified by that provision: 30
(1) AS 45.02.402; 31
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(2) AS 45.04.102; 1
(3) AS 45.05.116; 2
(4) AS 45.08.110; 3
(5) AS 45.12.105 and 45.12.106; 4
(6) AS 45.14.507; 5
(7) AS 45.29.301 - 45.29.307; 6
(8) AS 45.36.107. 7
* Sec. 27. AS 45.01.306 is amended to read: 8
Sec. 45.01.306. Waiver or renunciation of claim or right after breach. A 9
claim or right arising out of an alleged breach may be discharged in whole or in part 10
without consideration by agreement of the aggrieved party in a signed [AN 11
AUTHENTICATED] record. 12
* Sec. 28. AS 45.02.102 is amended to read: 13
Sec. 45.02.102. Scope; certain security and other transactions excluded. 14
Unless the context otherwise requires, and except as provided in (c) of this section, 15
this chapter applies to transactions in goods and, in the case of a hybrid transaction, 16
applies to the extent provided in (b) of this section [; IT DOES NOT APPLY TO A 17
TRANSACTION THAT, ALTHOUGH IN THE FORM OF AN UNCONDITIONAL 18
CONTRACT TO SELL OR PRESENT SALE, IS INTENDED TO OPERATE ONLY 19
AS A SECURITY TRANSACTION, NOR DOES THIS CHAPTER IMPAIR OR 20
REPEAL ANY STATUTE REGULATING SALES TO CONSUMERS, FARMERS, 21
OR OTHER SPECIFIED CLASS OF BUYERS]. 22
* Sec. 29. AS 45.02.102 is amended by adding new subsections to read: 23
(b) In a hybrid transaction, 24
(1) if the sale-of-goods aspects do not predominate, only the provisions 25
of this chapter that relate primarily to the sale-of-goods aspects of the transaction 26
apply, and the provisions that relate primarily to the transaction as a whole do not 27
apply; 28
(2) if the sale-of-goods aspects predominate, this chapter applies to the 29
transaction but does not preclude application in appropriate circumstances of other law 30
to aspects of the transaction that do not relate to the sale of goods. 31
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(c) This chapter does not 1
(1) apply to a transaction that, even though in the form of an 2
unconditional contract to sell or present sale, operates only to create a security interest; 3
or 4
(2) impair or repeal a statute regulating sales to consumers, farmers, or 5
other specified classes of buyers. 6
* Sec. 30. AS 45.02.106 is amended by adding a new subsection to read: 7
(e) "Hybrid transaction" means a single transaction involving a sale of goods 8
and 9
(1) the provision of services; 10
(2) a lease of other goods; or 11
(3) a sale, lease, or license of property other than goods. 12
* Sec. 31. AS 45.02.201(a) is amended to read: 13
(a) Except as otherwise provided in this section, a contract for the sale of 14
goods, including the sale or transfer of a boat or vessel, for the price of $500 or more 15
is not enforceable by action or defense unless there is a record [WRITING] sufficient 16
to indicate that a contract for sale has been made between the parties and signed by the 17
party against whom enforcement is sought or by the party's [AN] authorized agent or 18
broker [OF THAT PARTY]. A record [WRITING] is not insufficient because it omits 19
or incorrectly states a term agreed on [UPON], but the contract is not enforceable 20
under this subsection beyond the quantity of goods shown in the record [SUCH 21
WRITING]. 22
* Sec. 32. AS 45.02.201(b) is amended to read: 23
(b) Between merchants if within a reasonable time a record [WRITING] in 24
confirmation of the contract and sufficient against the sender is received and the party 25
receiving it has reason to know its contents, it satisfies the requirements of (a) of this 26
section against the party unless [WRITTEN] notice in a record of objection to its 27
contents is given within 10 days after it is received. 28
* Sec. 33. AS 45.02.202 is amended to read: 29
Sec. 45.02.202. Final [WRITTEN] expression; parol or extrinsic evidence. 30
Terms with respect to which the confirmatory memoranda of the parties agree, or that 31
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are otherwise set out in a record [WRITING] intended by the parties as a final 1
expression of their agreement with respect to the terms included in the writing, may 2
not be contradicted by evidence of a prior agreement or of a contemporaneous oral 3
agreement, but may be explained or supplemented 4
(1) by course of performance, course of dealing, or usage of trade 5
(AS 45.01.303); and 6
(2) by evidence of consistent additional terms unless the court finds the 7
record [WRITING] was intended also as a complete and exclusive statement of the 8
terms of the agreement. 9
* Sec. 34. AS 45.02.203 is amended to read: 10
Sec. 45.02.203. Seals inoperative. The affixing of a seal to a record 11
[WRITING] evidencing a contract for sale or an offer to buy or sell goods does not 12
make the record [WRITING] a sealed instrument and the law with respect to sealed 13
instruments does not apply to the contract or offer. 14
* Sec. 35. AS 45.02.205 is amended to read: 15
Sec. 45.02.205. Firm offers. An offer by a merchant to buy or sell goods in a 16
signed record [WRITING] that by its terms gives assurance that it will be held open is 17
not revocable, for lack of consideration, during the time stated or if no time is stated 18
for a reasonable time, but in no event may the period or irrevocability exceed three 19
months. A term of assurance on a form supplied by the offeree must be separately 20
signed by the offeror. 21
* Sec. 36. AS 45.02.209(b) is amended to read: 22
(b) A signed agreement that excludes modification or rescission except by a 23
signed writing or other signed record cannot be otherwise modified or rescinded, but 24
except as between merchants such a requirement on a form supplied by the merchant 25
must be separately signed by the other party. 26
* Sec. 37. AS 45.03.104(a) is amended to read: 27
(a) Except as provided in (c) and (d) [(c) - (d)] of this section, "negotiable 28
instrument" means an unconditional promise or order to pay a fixed amount of money, 29
with or without interest or other charges described in the promise or order, if the 30
unconditional promise or order 31
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(1) is payable to bearer or to order at the time it is issued or first comes 1
into possession of a holder; 2
(2) is payable on demand or at a definite time; and 3
(3) does not state any other undertaking or instruction by the person 4
promising or ordering payment to do an act in addition to the payment of money, but 5
the promise or order may contain 6
(A) an undertaking or power to give, maintain, or protect 7
collateral to secure payment; 8
(B) [,] an authorization or power to the holder to confess 9
judgment or realize on or dispose of collateral; 10
(C) [, OR] a waiver of the benefit of a law intended for the 11
advantage or protection of an obligor; 12
(D) a term that specifies the law that governs the promise 13
or order; or 14
(E) an undertaking to resolve in a specified forum a dispute 15
concerning the promise or order. 16
* Sec. 38. AS 45.03.105(a) is amended to read: 17
(a) "Issue" means 18
(1) the first delivery of an instrument by the maker or drawer, whether 19
to a holder or nonholder, for the purpose of giving rights on the instrument to any 20
person; or 21
(2) if agreed by the payee, the first transmission by the drawer to 22
the payee of an image of an item and information derived from the item that 23
enables the depositary bank to collect the item by transferring or presenting 24
under federal law an electronic check. 25
* Sec. 39. AS 45.03.604 is amended by adding a new subsection to read: 26
(c) The obligation of a party to pay a check is not discharged solely by 27
destruction of the check in connection with a process in which information is extracted 28
from the check and an image of the check is made and, subsequently, the information 29
and image are transmitted for payment. 30
* Sec. 40. AS 45.05.104 is amended to read: 31
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Sec. 45.05.104. Formal requirements. A letter of credit, confirmation, advice, 1
transfer, amendment, or cancellation may be issued in any form that is a signed record 2
[AND IS AUTHENTICATED 3
(1) BY A SIGNATURE; OR 4
(2) UNDER THE AGREEMENT OF THE PARTIES OR THE 5
STANDARD PRACTICE REFERRED TO IN AS 45.05.108(e)]. 6
* Sec. 41. AS 45.05.116(a) is amended to read: 7
(a) The liability of an issuer, nominated person, or adviser for an action or 8
omission is governed by the law of the jurisdiction chosen by an agreement in the 9
form of a record signed [OR OTHERWISE AUTHENTICATED] by the affected 10
parties [IN THE MANNER PROVIDED IN AS 45.05.104] or by a provision in the 11
letter of credit, confirmation, or other undertaking. The jurisdiction whose law is 12
chosen does not need to bear a relation to the transaction. 13
* Sec. 42. AS 45.05.116(b) is amended to read: 14
(b) Unless (a) of this section applies, the liability of an issuer, nominated 15
person, or adviser for action or omission is governed by the law of the jurisdiction in 16
which the issuer, nominated person, or adviser is located. The issuer, nominated 17
person, or adviser is considered to be located at the address indicated in the 18
undertaking of the issuer, nominated person, or adviser. If more than one address is 19
indicated, the issuer, nominated person, or adviser is considered to be located at the 20
address from which the undertaking of the issuer, nominated person, or adviser was 21
issued. [FOR THE PURPOSE OF JURISDICTION, CHOICE OF LAW, AND 22
RECOGNITION OF INTERBRANCH LETTERS OF CREDIT, BUT NOT 23
ENFORCEMENT OF A JUDGMENT, ALL BRANCHES OF A BANK ARE 24
CONSIDERED SEPARATE JURIDICAL ENTITIES, AND A BANK IS 25
CONSIDERED TO BE LOCATED AT THE PLACE WHERE THE BANK'S 26
RELEVANT BRANCH IS CONSIDERED TO BE LOCATED UNDER THIS 27
SUBSECTION.] 28
* Sec. 43. AS 45.05.116 is amended by adding new subsections to read: 29
(f) For the purpose of jurisdiction, choice of law, and recognition of 30
interbranch letters of credit, but not enforcement of a judgment, all branches of a bank 31
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are considered separate juridical entities, and a bank is considered to be located at the 1
place where the bank's relevant branch is considered to be located under (g) of this 2
section. 3
(g) A branch of a bank is considered to be located at the address indicated in 4
the branch's undertaking. If more than one address is indicated, the branch is 5
considered to be located at the address from which the undertaking was issued. 6
* Sec. 44. AS 45.07.116(b) is amended to read: 7
(b) A system satisfies (a) of this section, and a person has [IS CONSIDERED 8
TO HAVE] control of an electronic document of title, if the document is created, 9
stored, and transferred [ASSIGNED] in a manner by which 10
(1) a single authoritative copy of the document exists that is unique, 11
identifiable, and, except as otherwise provided in (4), (5), and (6) of this subsection, 12
unalterable; 13
(2) the authoritative copy identifies the person asserting control as 14
(A) the person to whom the document was issued; or 15
(B) if the authoritative copy indicates that the document has 16
been transferred, the person to whom the document was most recently 17
transferred; 18
(3) the authoritative copy is communicated to and maintained by the 19
person asserting control or the person's designated custodian; 20
(4) copies or amendments that add or change an identified transferee 21
[ASSIGNEE] of the authoritative copy can be made only with the consent of the 22
person asserting control; 23
(5) each copy of the authoritative copy and a copy of a copy are readily 24
identifiable as a copy that is not the authoritative copy; and 25
(6) an amendment of the authoritative copy is readily identifiable as 26
authorized or unauthorized. 27
* Sec. 45. AS 45.07.116 is amended by adding new subsections to read: 28
(c) A system satisfies (a) of this section, and a person has control of an 29
electronic document of title, if an authoritative electronic copy of the document, a 30
record attached to or logically associated with the electronic copy, or a system in 31
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which the electronic copy is recorded 1
(1) enables the person readily to identify each electronic copy as either 2
an authoritative copy or a nonauthoritative copy; 3
(2) enables the person readily to identify itself in any way, including 4
by name, identifying number, cryptographic key, office, or account number, as the 5
person to which each authoritative electronic copy was issued or transferred; and 6
(3) gives the person exclusive power, subject to (d) of this section, to 7
(A) prevent others from adding or changing the person to 8
which each authoritative electronic copy has been issued or transferred; and 9
(B) transfer control of each authoritative electronic copy. 10
(d) Subject to (e) of this section, a power is exclusive under (c)(3)(A) and (B) 11
of this section even if 12
(1) the authoritative electronic copy, a record attached to or logically 13
associated with the authoritative electronic copy, or a system in which the 14
authoritative electronic copy is recorded limits the use of the document of title or has a 15
protocol that is programmed to cause a change, including a transfer or loss of control; 16
or 17
(2) the power is shared with another person. 18
(e) A power of a person is not shared with another person under (d)(2) of this 19
section and the person's power is not exclusive if 20
(1) the person can exercise the power only if the power also is 21
exercised by the other person; and 22
(2) the other person 23
(A) can exercise the power without exercise of the power by 24
the person; or 25
(B) is the transferor to the person of an interest in the document 26
of title. 27
(f) If a person has the powers specified in (c)(3)(A) and (B) of this section, the 28
powers are presumed to be exclusive. 29
(g) A person has control of an electronic document of title if another person, 30
other than the transferor to the person of an interest in the document, 31
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(1) has control of the document and acknowledges that it has control 1
on behalf of the person; or 2
(2) obtains control of the document after having acknowledged that it 3
will obtain control of the document on behalf of the person. 4
(h) A person that has control under this section is not required to acknowledge 5
that it has control on behalf of another person. 6
(i) If a person acknowledges that it has or will obtain control on behalf of 7
another person, unless the person otherwise agrees or law other than this chapter or 8
AS 45.29 otherwise provides, the person does not owe a duty to the other person and 9
is not required to confirm the acknowledgment to another person. 10
* Sec. 46. AS 45.08.102(a)(6) is amended to read: 11
(6) "communicate" means to 12
(A) send a signed record [WRITING]; or 13
(B) transmit information by any mechanism agreed on [UPON] 14
by the persons transmitting and receiving the information; 15
* Sec. 47. AS 45.08.102(b) is amended to read: 16
(b) The following [OTHER] definitions in [APPLYING TO] this chapter and 17
other chapters apply to this chapter: [THE SECTIONS IN WHICH THEY 18
APPEAR ARE] 19
(1) "appropriate person" (AS 45.08.107); 20
(2) "control" (AS 45.08.106); 21
(3) "controllable account" (AS 45.29.102(a)); 22
(4) "controllable electronic record" (AS 45.36.102); 23
(5) "controllable payment intangible" (AS 45.29.102(a)); 24
(6) [(3)] "delivery" (AS 45.08.301); 25
(7) [(4)] "investment company security" (AS 45.08.103); 26
(8) [(5)] "issuer" (AS 45.08.201); 27
(9) [(6)] "overissue" (AS 45.08.210); 28
(10) [(7)] "protected purchaser" (AS 45.08.303); 29
(11) [(8)] "securities account" (AS 45.08.501). 30
* Sec. 48. AS 45.08.103 is amended by adding a new subsection to read: 31
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(i) A controllable account, controllable electronic record, or controllable 1
payment intangible is not a financial asset unless AS 45.08.102(a)(10)(C) applies. 2
* Sec. 49. AS 45.08.106(d) is amended to read: 3
(d) A purchaser has control of a security entitlement if 4
(1) the purchaser becomes the entitlement holder; 5
(2) the securities intermediary has agreed that the securities 6
intermediary will comply with entitlement orders originated by the purchaser without 7
further consent by the entitlement holder; or 8
(3) another person, other than the transferor to the purchaser of an 9
interest in the security entitlement, 10
(A) has control of the security entitlement and [ON BEHALF 11
OF THE PURCHASER OR, HAVING PREVIOUSLY ACQUIRED 12
CONTROL OF THE SECURITY ENTITLEMENT,] acknowledges that it has 13
control on behalf of the purchaser; or 14
(B) obtains control of the security entitlement after having 15
acknowledged that it will obtain control of the security entitlement on 16
behalf of the purchaser. 17
* Sec. 50. AS 45.08.106 is amended by adding new subsections to read: 18
(h) A person that has control under this section is not required to acknowledge 19
that it has control on behalf of a purchaser. 20
(i) If a person acknowledges that it has or will obtain control on behalf of a 21
purchaser, unless the person otherwise agrees or law other than this chapter or 22
AS 45.29 otherwise provides, the person does not owe a duty to the purchaser and is 23
not required to confirm the acknowledgment to another person. 24
* Sec. 51. AS 45.08.110(b) is amended to read: 25
(b) The local law of the securities intermediary's jurisdiction, as specified in 26
(d) [(e)] of this section, governs 27
(1) acquisition of a security entitlement from the securities 28
intermediary; 29
(2) the rights and duties of the securities intermediary and entitlement 30
holder arising out of a security entitlement; 31
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(3) whether the securities intermediary owes a duty to an adverse 1
claimant to a security entitlement; and 2
(4) whether an adverse claim can be asserted against a person who 3
acquires a security entitlement from the securities intermediary or a person who 4
purchases a security entitlement or interest in a security entitlement from an 5
entitlement holder. 6
* Sec. 52. AS 45.08.110 is amended by adding a new subsection to read: 7
(g) The local law of the issuer's jurisdiction or the securities intermediary's 8
jurisdiction governs a matter or transaction specified in (a) or (b) of this section even if 9
the matter or transaction does not bear any relation to the jurisdiction. 10
* Sec. 53. AS 45.08.303(b) is amended to read: 11
(b) A [IN ADDITION TO ACQUIRING THE RIGHTS OF A PURCHASER, 12
A] protected purchaser also acquires the interest in the security free of any adverse 13
claim. 14
* Sec. 54. AS 45.12.102 is amended to read: 15
Sec. 45.12.102. Scope. This chapter applies to any transaction, regardless of 16
form, that creates a lease, and, in the case of a hybrid lease, this chapter applies to 17
the extent provided in (b) of this section. 18
* Sec. 55. AS 45.12.102 is amended by adding a new subsection to read: 19
(b) In a hybrid lease, 20
(1) if the lease-of-goods aspects do not predominate, 21
(A) only the provisions of this chapter that relate primarily to 22
the lease-of-goods aspects of the transaction apply, and the provisions that 23
relate primarily to the transaction as a whole do not apply; 24
(B) AS 45.12.209 applies if the lease is a finance lease; and 25
(C) AS 45.12.407 applies to the promises of the lessee in a 26
finance lease to the extent the promises are consideration for the right to 27
possession and use of the leased goods; and 28
(2) if the lease-of-goods aspects predominate, this chapter applies to 29
the transaction, but does not preclude application in appropriate circumstances of other 30
law to aspects of the lease that do not relate to the lease of goods. 31
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* Sec. 56. AS 45.12.103(a) is amended by adding a new paragraph to read: 1
(27) "hybrid lease" means a single transaction involving a lease of 2
goods and 3
(A) the provision of services; 4
(B) a sale of other goods; or 5
(C) a sale, lease, or license of property other than goods. 6
* Sec. 57. AS 45.12.107 is amended to read: 7
Sec. 45.12.107. Waiver or renunciation of claim or right after default or 8
breach. A claim or right arising out of an alleged default or breach of warranty may 9
be discharged in whole or in part without consideration by a [WRITTEN] waiver or 10
renunciation in a signed record [AND] delivered by the aggrieved party. 11
* Sec. 58. AS 45.12.201(a) is amended to read: 12
(a) A lease contract is not enforceable by way of action or defense unless 13
(1) the total payments to be made under the lease contract, excluding 14
payments for options to renew or buy, are less than $1,000; or 15
(2) there is a record [WRITING], signed by the party against whom 16
enforcement is sought or by that party's authorized agent, sufficient to indicate that a 17
lease contract has been made between the parties and to describe the goods leased and 18
the lease term. 19
* Sec. 59. AS 45.12.201(c) is amended to read: 20
(c) A record [WRITING] is not insufficient because it omits or incorrectly 21
states a term agreed on [UPON], but the lease contract is not enforceable under (a)(2) 22
of this section beyond the lease term and the quantity of goods shown in the record 23
[WRITING]. 24
* Sec. 60. AS 45.12.201(e) is amended to read: 25
(e) The lease term under a lease contract referred to in (d) of this section is 26
(1) if there is a record [WRITING] signed by the party against whom 27
enforcement is sought or by that party's authorized agent specifying the lease term, the 28
term specified; 29
(2) if the party against whom enforcement is sought admits in that 30
party's pleading, testimony, or otherwise in court a lease term, the term admitted; or 31
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(3) a reasonable lease term. 1
* Sec. 61. AS 45.12.202 is amended to read: 2
Sec. 45.12.202. Final [WRITTEN] expression: parol or extrinsic evidence. 3
Terms with respect to which the confirmatory memoranda of the parties agree or that 4
are otherwise set out in a record [WRITING] intended by the parties as a final 5
expression of their agreement with respect to the terms that are included in the 6
memoranda or other record [WRITING] may not be contradicted by evidence of a 7
prior agreement or of a contemporaneous oral agreement but may be explained or 8
supplemented 9
(1) by course of dealing or usage of trade or by course of performance; 10
and 11
(2) by evidence of consistent additional terms unless the court finds the 12
record [WRITING] to have been intended also as a complete and exclusive statement 13
of the terms of the agreement. 14
* Sec. 62. AS 45.12.203 is amended to read: 15
Sec. 45.12.203. Seals inoperative. The affixing of a seal to a record 16
[WRITING] evidencing a lease contract or an offer to enter into a lease contract does 17
not render the record [WRITING] a sealed instrument, and the law with respect to 18
sealed instruments does not apply to the lease contract or offer. 19
* Sec. 63. AS 45.12.205 is amended to read: 20
Sec. 45.12.205. Firm offers. An offer by a merchant to lease goods to or from 21
another person in a signed record [WRITING] that by its terms gives assurance that it 22
will be held open is not revocable, for lack of consideration, during the time stated or, 23
if no time is stated, for a reasonable time; however, in no event may the period of 24
irrevocability exceed three months. A term of assurance under this section on a form 25
supplied by the offeree shall be separately signed by the offeror. 26
* Sec. 64. AS 45.12.208(b) is amended to read: 27
(b) A signed lease agreement that excludes modification or rescission except 28
by a signed record [WRITING] may not be otherwise modified or rescinded, but, 29
except as between merchants, such a requirement on a form supplied by a merchant 30
must be separately signed by the other party. 31
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* Sec. 65. AS 45.14.103(a)(1) is amended to read: 1
(1) "payment order" means an instruction of a sender to a receiving 2
bank, transmitted orally or in a record [, ELECTRONICALLY, OR IN WRITING], 3
to pay, or to cause another bank to pay, a fixed or determinable amount of money to a 4
beneficiary if 5
(A) the instruction does not state a condition to payment to the 6
beneficiary other than time of payment; 7
(B) the receiving bank is to be reimbursed by debiting an 8
account of, or otherwise receiving payment from, the sender; and 9
(C) the instruction is transmitted by the sender directly to the 10
receiving bank or to an agent, funds-transfer system, or communication system 11
for transmittal to the receiving bank; 12
* Sec. 66. AS 45.14.201(b) is amended to read: 13
(b) A security procedure may impose an obligation on the receiving bank 14
or the customer and may require the use of algorithms or other codes, identifying 15
words, [OR] numbers, symbols, sounds, biometrics, encryption, call-back 16
procedures, or similar security devices. Comparison of a signature on a payment order 17
or communication with an authorized specimen signature of the customer or 18
requiring a payment order to be sent from a known electronic mail address, 19
Internet Protocol address, or telephone number is not by itself a security 20
procedure. 21
* Sec. 67. AS 45.14.202(b) is amended to read: 22
(b) If a bank and its customer have agreed that the authenticity of payment 23
orders issued to the bank in the name of the customer as sender will be verified under 24
a security procedure, a payment order received by the receiving bank is effective as 25
the order of the customer, whether or not authorized, if 26
(1) the security procedure is a commercially reasonable method of 27
providing security against unauthorized payment orders; and 28
(2) the bank proves that it accepted the payment order in good faith 29
and in compliance with the bank's obligations under the security procedure and any 30
[WRITTEN] agreement or instruction of the customer, evidenced by a record, 31
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restricting acceptance of payment orders issued in the name of the customer; the bank 1
is not required to follow an instruction that violates an [A WRITTEN] agreement with 2
the customer, evidenced by a record, or notice of which is not received at a time and 3
in a manner affording the bank a reasonable opportunity to act on it before the 4
payment order is accepted. 5
* Sec. 68. AS 45.14.202(c) is amended to read: 6
(c) Commercial reasonableness of a security procedure is a question of law to 7
be determined by considering the wishes of the customer expressed to the bank, the 8
circumstances of the customer known to the bank, including the size, type, and 9
frequency of payment orders normally issued by the customer to the bank, alternative 10
security procedures offered to the customer, and security procedures in general use by 11
customers and receiving banks similarly situated. A security procedure is considered 12
to be commercially reasonable if 13
(1) the security procedure was chosen by the customer after the bank 14
offered, and the customer refused, a security procedure that was commercially 15
reasonable for that customer; and 16
(2) the customer expressly agreed in a record [WRITING] to be 17
bound by a payment order, whether or not authorized, issued in its name and accepted 18
by the bank in compliance with the bank's obligations under the security procedure 19
chosen by the customer. 20
* Sec. 69. AS 45.14.203(a) is amended to read: 21
(a) If an accepted payment order is not, under AS 45.14.202(a), an authorized 22
order of a customer identified as sender, but is effective as an order of the customer 23
under AS 45.14.202(b), the following rules apply: 24
(1) by express [WRITTEN] agreement evidenced by a record, the 25
receiving bank may limit the extent to which it is entitled to enforce or retain payment 26
of the payment order; 27
(2) the receiving bank is not entitled to enforce or retain payment of 28
the payment order if the customer proves that the order was not caused, directly or 29
indirectly, by a person 30
(A) entrusted at any time with duties to act for the customer 31
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with respect to payment orders or the security procedure; or 1
(B) who obtained access to transmitting facilities of the 2
customer or who obtained, from a source controlled by the customer and 3
without authority of the receiving bank, information facilitating breach of the 4
security procedure, regardless of how the information was obtained or whether 5
the customer was at fault; in this subparagraph, "information" includes any 6
access device, computer software, or the like. 7
* Sec. 70. AS 45.14.207(c) is amended to read: 8
(c) If a payment order described in (b) of this section is accepted, if the 9
originator's payment order described the beneficiary inconsistently by name and 10
number, and if the beneficiary's bank pays the person identified by number as 11
permitted by (b)(1) of this section, the following rules apply: 12
(1) if the originator is a bank, the originator is obliged to pay its order; 13
(2) if the originator is not a bank and proves that the person identified 14
by number was not entitled to receive payment from the originator, the originator is 15
not obliged to pay its order unless the originator's bank proves that the originator, 16
before acceptance of the originator's order, had notice that payment of a payment order 17
issued by the originator might be made by the beneficiary's bank on the basis of an 18
identifying or bank account number even if it identifies a person different from the 19
named beneficiary; proof of notice may be made by any admissible evidence; the 20
originator's bank satisfies the burden of proof if it proves that the originator, before the 21
payment order was accepted, signed a record [WRITING] stating the information to 22
which the notice relates. 23
* Sec. 71. AS 45.14.208(b) is amended to read: 24
(b) The following rules in this subsection apply to a payment order identifying 25
an intermediary bank or the beneficiary's bank both by name and an identifying 26
number if the name and number identify different persons: 27
(1) if the sender is a bank, the receiving bank may rely on the number 28
as the proper identification of the intermediary or beneficiary's bank if the receiving 29
bank, when it executes the sender's order, does not know that the name and number 30
identify different persons; the receiving bank does not need to determine whether the 31
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name and number refer to the same person or whether the number refers to a bank; the 1
sender is obliged to compensate the receiving bank for any loss and expenses incurred 2
by the receiving bank as a result of its reliance on the number in executing or 3
attempting to execute the order; 4
(2) if the sender is not a bank and the receiving bank proves that the 5
sender, before the payment order was accepted, had notice that the receiving bank 6
might rely on the number as the proper identification of the intermediary or 7
beneficiary's bank even if it identifies a person different from the bank identified by 8
name, the rights and obligations of the sender and the receiving bank are governed by 9
(1) of this subsection [(b)(1) OF THIS SECTION], as though the sender were a bank; 10
proof of notice may be made by any admissible evidence; the receiving bank satisfies 11
the burden of proof if it proves that the sender, before the payment order was accepted, 12
signed a record [WRITING] stating the information to which the notice relates; 13
(3) regardless of whether the sender is a bank, the receiving bank may 14
rely on the name as the proper identification of the intermediary or beneficiary's bank 15
if the receiving bank, at the time it executes the sender's order, does not know that the 16
name and number identify different persons; the receiving bank does not need to 17
determine whether the name and number refer to the same person; 18
(4) if the receiving bank knows that the name and number identify 19
different persons, reliance on either the name or the number in executing the sender's 20
payment order is a breach of the obligation stated in AS 45.14.302(a)(1). 21
* Sec. 72. AS 45.14.210(a) is amended to read: 22
(a) A payment order is rejected by the receiving bank by a notice of rejection 23
transmitted to the sender orally [, ELECTRONICALLY,] or in a record [WRITING]. 24
A notice of rejection does not need to use particular words and is sufficient if it 25
indicates that the receiving bank is rejecting the order or will not execute or pay the 26
order. Rejection is effective when the notice is given if transmission is by a means that 27
is reasonable in the circumstances. If notice of rejection is given by a means that is not 28
reasonable, rejection is effective when the notice is received. If an agreement of the 29
sender and receiving bank establishes the means to be used to reject a payment order, 30
means 31
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(1) complying with the agreement are reasonable; and 1
(2) not complying with the agreement are not reasonable unless 2
significant delay in receipt of the notice did not result from the use of the 3
noncomplying means. 4
* Sec. 73. AS 45.14.211(a) is amended to read: 5
(a) A communication of the sender of a payment order canceling or amending 6
the order may be transmitted to the receiving bank orally [, ELECTRONICALLY,] or 7
in a record [WRITING]. If a security procedure is in effect between the sender and 8
the receiving bank, the communication is not effective to cancel or amend the order 9
unless the communication is verified under the security procedure or the bank agrees 10
to the cancellation or amendment. 11
* Sec. 74. AS 45.14.305(c) is amended to read: 12
(c) In addition to the amounts payable under (a) and (b) of this section, 13
damages, including consequential damages, are recoverable to the extent provided in 14
an express [WRITTEN] agreement of the receiving bank, evidenced by a record. 15
* Sec. 75. AS 45.14.305(d) is amended to read: 16
(d) If a receiving bank fails to execute a payment order it was obliged by 17
express agreement to execute, the receiving bank is liable to the sender for its 18
expenses in the transaction and for incidental expenses and interest losses resulting 19
from the failure to execute. Additional damages, including consequential damages, are 20
recoverable to the extent provided in an express [WRITTEN] agreement of the 21
receiving bank, evidenced by a record, but are not otherwise recoverable. 22
* Sec. 76. AS 45.29.102(a)(2) is amended to read: 23
(2) "account," except as used in "account for," "account statement," 24
"account to," "commodity account," as defined in this subsection, "customer's 25
account," "deposit account," as defined in this subsection, "on account of," and 26
"statement of account," 27
(A) means a right to payment of a monetary obligation, 28
whether or not earned by performance, 29
(i) for property that has been or is to be sold, leased, 30
licensed, assigned, or otherwise disposed of; 31
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(ii) for services rendered or to be rendered; 1
(iii) for a policy of insurance issued or to be issued; 2
(iv) for a secondary obligation incurred or to be 3
incurred; 4
(v) for energy provided or to be provided; 5
(vi) for the use or hire of a vessel under a charter or 6
other contract; 7
(vii) arising out of the use of a credit or charge card or 8
information contained on or for use with the card; or 9
(viii) as winnings in a lottery or other game of chance 10
operated or sponsored by a state, a governmental unit of a state, or a 11
person licensed or authorized to operate the game by a state or a 12
governmental unit of a state; 13
(B) includes controllable accounts and health care insurance 14
receivables; 15
(C) does not include 16
(i) [RIGHTS TO PAYMENT EVIDENCED BY] 17
chattel paper; 18
(ii) [OR BY AN INSTRUMENT,] commercial tort 19
claims; 20
(iii) [,] deposit accounts; 21
(iv) [,] investment property; 22
(v) [,] letter-of-credit rights or letters of credit; 23
(vi) [, OR] rights to payment for money or funds 24
advanced or sold, other than rights arising out of the use of a credit or 25
charge card or information contained on or for use with the card; or 26
(vii) rights to payment evidenced by an instrument; 27
* Sec. 77. AS 45.29.102(a)(3) is amended to read: 28
(3) "account debtor" means a person obligated on an account, chattel 29
paper, or general intangible, except that "account debtor" does not include persons 30
obligated to pay a negotiable instrument even if the negotiable instrument evidences 31
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[CONSTITUTES PART OF] chattel paper; 1
* Sec. 78. AS 45.29.102(a)(4) is amended to read: 2
(4) "accounting," except as used in "accounting for," means a record 3
(A) signed [AUTHENTICATED] by a secured party; 4
(B) indicating the aggregate unpaid secured obligations as of a 5
date not more than 35 days earlier or 35 days later than the date of the record; 6
and 7
(C) identifying the components of the obligations in reasonable 8
detail; 9
* Sec. 79. AS 45.29.102(a)(15) is repealed and reenacted to read: 10
(15) "chattel paper" 11
(A) means 12
(i) a right to payment of a monetary obligation secured 13
by specific goods, if the right to payment and security agreement are 14
evidenced by a record; or 15
(ii) a right to payment of a monetary obligation owed by 16
a lessee under a lease agreement with respect to specific goods and a 17
monetary obligation owed by the lessee in connection with the 18
transaction giving rise to the lease, if the right to payment and lease 19
agreement are evidenced by a record and the predominant purpose of 20
the transaction giving rise to the lease was to give the lessee the right to 21
possession and use of the goods; 22
(B) does not include a right to payment arising out of a charter 23
or other contract involving the use or hire of a vessel or a right to payment 24
arising out of the use of a credit or charge card or information contained on or 25
for use with the card; 26
* Sec. 80. AS 45.29.102(a)(51) is amended to read: 27
(51) "general intangible" means personal property, including 28
[PAYMENT INTANGIBLES, SOFTWARE, AND] things in action, other than 29
accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, 30
instruments, investment property, letter-of-credit rights, letters of credit, money, and, 31
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before extraction, oil, gas, or other minerals; "general intangible" includes 1
controllable electronic records, payment intangibles, and software; 2
* Sec. 81. AS 45.29.102(a)(57) is amended to read: 3
(57) "instrument" means a negotiable instrument or other writing that 4
evidences a right to the payment of a monetary obligation and is not itself a security 5
agreement or lease and is of a type that in ordinary course of business is transferred by 6
delivery with any necessary endorsement or assignment; the term does not include 7
(A) investment property; 8
(B) letters of credit; [OR] 9
(C) writings that evidence a right to payment arising out of the 10
use of a credit or charge card or information contained on or for use with the 11
card; or 12
(D) writings that evidence chattel paper; 13
* Sec. 82. AS 45.29.102(a)(78) is amended to read: 14
(78) "payment intangible" means a general intangible under which the 15
account debtor's principal obligation is a monetary obligation; "payment intangible" 16
includes a controllable payment intangible; 17
* Sec. 83. AS 45.29.102(a)(83) is amended to read: 18
(83) "proposal" means a record signed [AUTHENTICATED] by a 19
secured party that includes the terms on which the secured party is willing to accept 20
collateral in full or partial satisfaction of the obligation it secures under AS 45.29.620 21
- 45.29.622; 22
* Sec. 84. AS 45.29.102(a) is amended by adding new paragraphs to read: 23
(106) "assignee," except as used in "assignee for benefit of creditors," 24
(A) means a person 25
(i) in whose favor a security interest that secures an 26
obligation is created or provided for under a security agreement, 27
whether or not the obligation is outstanding; or 28
(ii) to which an account, chattel paper, payment 29
intangible, or promissory note has been sold; 30
(B) includes a person to which a security interest has been 31
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transferred by a secured party; 1
(107) "assignor" 2
(A) means a person that 3
(i) under a security agreement, creates or provides for a 4
security interest that secures an obligation; or 5
(ii) sells an account, chattel paper, payment intangible, 6
or promissory note; 7
(B) includes a secured party that has transferred a security 8
interest to another person; 9
(108) "controllable account" means an account evidenced by a 10
controllable electronic record that provides that the account debtor undertakes to pay 11
the person that has control under AS 45.36.105 of the controllable electronic record; 12
(109) "controllable electronic record" has the meaning given in 13
AS 45.36.102; 14
(110) "controllable payment intangible" means a payment intangible 15
evidenced by a controllable electronic record that provides that the account debtor 16
undertakes to pay the person that has control under AS 45.36.105 of the controllable 17
electronic record; 18
(111) "electronic money" means money in an electronic form; 19
(112) "money" has the meaning given in AS 45.01.211(b), but does not 20
include 21
(A) a deposit account; or 22
(B) money in an electronic form that cannot be subjected to 23
control under AS 45.29.111; 24
(113) "protected purchaser" has the meaning given in AS 45.08.303; 25
(114) "qualifying purchaser" has the meaning given in AS 45.36.102; 26
(115) "tangible money" means money in a tangible form. 27
* Sec. 85. AS 45.29.104(a) is amended to read: 28
(a) A secured party has control of a deposit account if 29
(1) the secured party is the bank with which the deposit account is 30
maintained; 31
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(2) the debtor, secured party, and bank have agreed in a signed [AN 1
AUTHENTICATED] record that the bank will comply with instructions originated by 2
the secured party directing disposition of the funds in the deposit account without 3
further consent by the debtor; [OR] 4
(3) the secured party becomes the bank's customer with respect to the 5
deposit account; or 6
(4) another person, other than the debtor, 7
(A) has control of the deposit account and acknowledges 8
that it has control on behalf of the secured party; or 9
(B) obtains control of the deposit account after having 10
acknowledged that it will obtain control of the deposit account on behalf 11
of the secured party. 12
* Sec. 86. AS 45.29.105 is repealed and reenacted to read: 13
Sec. 45.29.105. Control of electronic copy of record evidencing chattel 14
paper. (a) A purchaser has control of an authoritative electronic copy of a record 15
evidencing chattel paper if a system employed for evidencing the assignment of 16
interests in the chattel paper reliably establishes the purchaser as the person to which 17
the authoritative electronic copy was assigned. 18
(b) A system satisfies (a) of this section if the record or records evidencing the 19
chattel paper are created, stored, and assigned in a manner that 20
(1) a single authoritative copy of the record or records exists that is 21
unique, identifiable, and, except as otherwise provided in (4), (5), and (6) of this 22
subsection, unalterable; 23
(2) the authoritative copy identifies the purchaser as the assignee of the 24
record or records; 25
(3) the authoritative copy is communicated to and maintained by the 26
purchaser or its designated custodian; 27
(4) copies or amendments that add or change an identified assignee of 28
the authoritative copy can be made only with the consent of the purchaser; 29
(5) each copy of the authoritative copy and any copy of a copy is 30
readily identifiable as a copy that is not the authoritative copy; and 31
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(6) any amendment of the authoritative copy is readily identifiable as 1
authorized or unauthorized. 2
(c) A system satisfies (a) of this section, and a purchaser has control of an 3
authoritative electronic copy of a record evidencing chattel paper, if the electronic 4
copy, a record attached to or logically associated with the electronic copy, or a system 5
in which the electronic copy is recorded 6
(1) enables the purchaser readily to identify each electronic copy as 7
either an authoritative copy or a nonauthoritative copy; 8
(2) enables the purchaser readily to identify itself in any way, 9
including by name, identifying number, cryptographic key, office, or account number, 10
as the assignee of the authoritative electronic copy; and 11
(3) gives the purchaser exclusive power, subject to (d) of this section, 12
to 13
(A) prevent others from adding or changing an identified 14
assignee of the authoritative electronic copy; and 15
(B) transfer control of the authoritative electronic copy. 16
(d) Subject to (e) of this section, a power is exclusive under (c)(3)(A) and (B) 17
of this section even if 18
(1) the authoritative electronic copy, a record attached to or logically 19
associated with the authoritative electronic copy, or a system in which the 20
authoritative electronic copy is recorded limits the use of the authoritative electronic 21
copy or has a protocol programmed to cause a change, including a transfer or loss of 22
control; or 23
(2) the power is shared with another person. 24
(e) A power of a purchaser is not shared with another person under (d)(2) of 25
this section and the purchaser's power is not exclusive if 26
(1) the purchaser can exercise the power only if the power also is 27
exercised by the other person; and 28
(2) the other person 29
(A) can exercise the power without exercise of the power by 30
the purchaser; or 31
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(B) is the transferor to the purchaser of an interest in the chattel 1
paper. 2
(f) If a purchaser has the powers specified in (c)(3)(A) and (B) of this section, 3
the powers are presumed to be exclusive. 4
(g) A purchaser has control of an authoritative electronic copy of a record 5
evidencing chattel paper if another person, other than the transferor to the purchaser of 6
an interest in the chattel paper, 7
(1) has control of the authoritative electronic copy and acknowledges 8
that it has control on behalf of the purchaser; or 9
(2) obtains control of the authoritative electronic copy after having 10
acknowledged that it will obtain control of the electronic copy on behalf of the 11
purchaser. 12
* Sec. 87. AS 45.29 is amended by adding new sections to article 1 to read: 13
Sec. 45.29.111. Control of electronic money. (a) A person has control of 14
electronic money if 15
(1) the electronic money, a record attached to or logically associated 16
with the electronic money, or a system in which the electronic money is recorded 17
gives the person 18
(A) power to avail itself of substantially all the benefit from the 19
electronic money; and 20
(B) exclusive power, subject to (b) of this section, to 21
(i) prevent others from availing themselves of 22
substantially all the benefit from the electronic money; and 23
(ii) transfer control of the electronic money to another 24
person or cause another person to obtain control of other electronic 25
money as a result of the transfer of the electronic money; and 26
(2) the electronic money, a record attached to or logically associated 27
with the electronic money, or a system in which the electronic money is recorded 28
enables the person readily to identify itself in any way, including by name, identifying 29
number, cryptographic key, office, or account number, as having the powers under (1) 30
of this subsection. 31
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(b) Subject to (c) of this section, a power is exclusive under (a)(1)(B)(i) and 1
(ii) of this section even if 2
(1) the electronic money, a record attached to or logically associated 3
with the electronic money, or a system in which the electronic money is recorded 4
limits the use of the electronic money or has a protocol programmed to cause a 5
change, including a transfer or loss of control; or 6
(2) the power is shared with another person. 7
(c) A power of a person is not shared with another person under (b)(2) of this 8
section and the person's power is not exclusive if 9
(1) the person can exercise the power only if the power also is 10
exercised by the other person; and 11
(2) the other person 12
(A) can exercise the power without exercise of the power by 13
the person; or 14
(B) is the transferor to the person of an interest in the electronic 15
money. 16
(d) If a person has the powers specified in (a)(1)(B)(i) and (ii) of this section, 17
the powers are presumed to be exclusive. 18
(e) A person has control of electronic money if another person, other than the 19
transferor to the person of an interest in the electronic money, 20
(1) has control of the electronic money and acknowledges that it has 21
control on behalf of the person; or 22
(2) obtains control of the electronic money after having acknowledged 23
that it will obtain control of the electronic money on behalf of the person. 24
Sec. 45.29.112. Control of controllable electronic record, controllable 25
account, or controllable payment intangible. (a) A secured party has control of a 26
controllable electronic record as provided in AS 45.36.105. 27
(b) A secured party has control of a controllable account or controllable 28
payment intangible if the secured party has control of the controllable electronic 29
record that evidences the controllable account or controllable payment intangible. 30
Sec. 45.29.113. No requirement to acknowledge or confirm; no duties. (a) 31
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A person that has control under AS 45.29.104, 45.29.105, or 45.29.111 is not required 1
to acknowledge that it has control on behalf of another person. 2
(b) If a person acknowledges that it has or will obtain control on behalf of 3
another person, unless the person otherwise agrees or law other than this chapter 4
otherwise provides, the person does not owe a duty to the other person and is not 5
required to confirm the acknowledgment to another person. 6
* Sec. 88. AS 45.29.203(b) is amended to read: 7
(b) Except as otherwise provided in (c) - (i) of this section, a security interest 8
is enforceable against the debtor and third parties with respect to the collateral only if 9
(1) value has been given; 10
(2) the debtor has rights in the collateral or the power to transfer rights 11
in the collateral to a secured party; and 12
(3) one of the following conditions is met: 13
(A) the debtor has signed [AUTHENTICATED] a security 14
agreement that provides a description of the collateral and, if the security 15
interest covers timber to be cut, a description of the land concerned; 16
(B) the collateral is not a certificated security and is in the 17
possession of the secured party under AS 45.29.313 under the debtor's security 18
agreement; 19
(C) the collateral is a certificated security in registered form, 20
and the security certificate has been delivered to the secured party under 21
AS 45.08.301 under the debtor's security agreement; [OR] 22
(D) the collateral is controllable accounts, controllable 23
electronic records, controllable payment intangibles, deposit accounts, 24
electronic documents, electronic money [CHATTEL PAPER], investment 25
property, or letter-of-credit rights, [OR ELECTRONIC DOCUMENTS,] and 26
the secured party has control under AS 45.07.116, AS 45.29.104, [45.29.105,] 27
45.29.106, [OR] 45.29.107, 45.29.111, or 45.29.112 under the debtor's security 28
agreement; or 29
(E) the collateral is chattel paper and the secured party has 30
possession and control under AS 45.29.345 under the debtor's security 31
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agreement. 1
* Sec. 89. AS 45.29.204(b) is amended to read: 2
(b) Subject to (d) of this section, a [A] security interest does not attach under 3
a term constituting an after-acquired property clause to 4
(1) consumer goods, other than an accession when given as additional 5
security, unless the debtor acquires rights in them within 10 days after the secured 6
party gives value; or 7
(2) a commercial tort claim. 8
* Sec. 90. AS 45.29.204 is amended by adding a new subsection to read: 9
(d) Subsection (b) of this section does not prevent a security interest from 10
attaching 11
(1) to consumer goods as proceeds under AS 45.29.315(a) or 12
commingled goods under AS 45.29.336(c); 13
(2) to a commercial tort claim as proceeds under AS 45.29.315(a); or 14
(3) under an after-acquired property clause to property that is proceeds 15
of consumer goods or a commercial tort claim. 16
* Sec. 91. AS 45.29.207(c) is amended to read: 17
(c) Except as otherwise provided in (d) of this section, a secured party having 18
possession of collateral or control of collateral under AS 45.07.116, AS 45.29.104, 19
45.29.105, 45.29.106, [OR] 45.29.107, 45.29.111, or 45.29.112 20
(1) may hold as additional security any proceeds, except money or 21
funds, received from the collateral; 22
(2) shall apply money or funds received from the collateral to reduce 23
the secured obligation unless remitted to the debtor; and 24
(3) may create a security interest in the collateral. 25
* Sec. 92. AS 45.29.208(b) is amended to read: 26
(b) Within 10 days after receiving a signed [AN AUTHENTICATED] 27
demand by the debtor, a secured party 28
(1) having control of a deposit account under AS 45.29.104(a)(2) shall 29
send to the bank with which the deposit account is maintained a signed record [AN 30
AUTHENTICATED STATEMENT] that releases the bank from further obligation to 31
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comply with instructions originated by the secured party; 1
(2) having control of a deposit account under AS 45.29.104(a)(3) shall 2
(A) pay the debtor the balance on deposit in the deposit 3
account; or 4
(B) transfer the balance on deposit into a deposit account in the 5
debtor's name; 6
(3) other than a buyer, having control under AS 45.29.105 of an 7
authoritative electronic copy of a record evidencing chattel paper shall transfer 8
control of the electronic copy to the debtor or a person designated by the debtor 9
[OF ELECTRONIC CHATTEL PAPER UNDER AS 45.29.105 SHALL 10
(A) COMMUNICATE THE AUTHORITATIVE COPY OF 11
THE ELECTRONIC CHATTEL PAPER TO THE DEBTOR OR ITS 12
DESIGNATED CUSTODIAN; 13
(B) IF THE DEBTOR DESIGNATES A CUSTODIAN THAT 14
IS THE DESIGNATED CUSTODIAN WITH WHICH THE 15
AUTHORITATIVE COPY OF THE ELECTRONIC CHATTEL PAPER IS 16
MAINTAINED FOR THE SECURED PARTY, COMMUNICATE TO THE 17
CUSTODIAN AN AUTHENTICATED RECORD RELEASING THE 18
DESIGNATED CUSTODIAN FROM FURTHER OBLIGATION TO 19
COMPLY WITH INSTRUCTIONS ORIGINATED BY THE SECURED 20
PARTY AND INSTRUCTING THE CUSTODIAN TO COMPLY WITH 21
INSTRUCTIONS ORIGINATED BY THE DEBTOR; AND 22
(C) TAKE APPROPRIATE ACTION TO ENABLE THE 23
DEBTOR OR ITS DESIGNATED CUSTODIAN TO MAKE COPIES OF OR 24
REVISIONS TO THE AUTHORITATIVE COPY THAT ADD OR CHANGE 25
AN IDENTIFIED ASSIGNEE OF THE AUTHORITATIVE COPY 26
WITHOUT THE CONSENT OF THE SECURED PARTY]; 27
(4) having control of investment property under AS 45.08.106(d)(2) or 28
AS 45.29.106(b) shall send to the securities intermediary or commodity intermediary 29
with which the security entitlement or commodity contract is maintained a signed 30
[AN AUTHENTICATED] record that releases the securities intermediary or 31
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commodity intermediary from further obligation to comply with entitlement orders or 1
directions originated by the secured party; 2
(5) having control of a letter-of-credit right under AS 45.29.107 shall 3
send to each person having an unfulfilled obligation to pay or deliver proceeds of the 4
letter of credit to the secured party a signed [AN AUTHENTICATED] release from 5
further obligation to pay or deliver proceeds of the letter of credit to the secured party; 6
[AND] 7
(6) having control under AS 45.07.116 of an authoritative electronic 8
copy of an electronic document shall transfer control of the electronic copy to the 9
debtor or a person designated by the debtor; 10
(7) having control under AS 45.29.111 of electronic money shall 11
transfer control of the electronic money to the debtor or a person designated by 12
the debtor; and 13
(8) having control under AS 45.36.105 of a controllable electronic 14
record, other than a buyer of a controllable account or controllable payment 15
intangible evidenced by the controllable electronic record, shall transfer control 16
of the controllable electronic record to the debtor or a person designated by the 17
debtor [OF AN ELECTRONIC DOCUMENT SHALL 18
(A) GIVE CONTROL OF THE ELECTRONIC DOCUMENT 19
TO THE DEBTOR OR ITS DESIGNATED CUSTODIAN; 20
(B) IF THE DEBTOR DESIGNATES A CUSTODIAN WHO 21
IS THE DESIGNATED CUSTODIAN WITH WHOM THE 22
AUTHORITATIVE COPY OF THE ELECTRONIC DOCUMENT IS 23
MAINTAINED FOR THE SECURED PARTY, COMMUNICATE TO THE 24
CUSTODIAN AN AUTHENTICATED RECORD RELEASING THE 25
DESIGNATED CUSTODIAN FROM FURTHER OBLIGATION TO 26
COMPLY WITH INSTRUCTIONS ORIGINATED BY THE SECURED 27
PARTY AND INSTRUCTING THE CUSTODIAN TO COMPLY WITH 28
INSTRUCTIONS ORIGINATED BY THE DEBTOR; AND 29
(C) TAKE APPROPRIATE ACTION TO ENABLE THE 30
DEBTOR OR ITS DESIGNATED CUSTODIAN TO MAKE COPIES OF OR 31
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REVISIONS TO THE AUTHORITATIVE COPY THAT ADD OR CHANGE 1
AN IDENTIFIED ASSIGNEE OF THE AUTHORITATIVE COPY 2
WITHOUT THE CONSENT OF THE SECURED PARTY]. 3
* Sec. 93. AS 45.29.209(b) is amended to read: 4
(b) Within 10 days after receiving a signed [AN AUTHENTICATED] 5
demand by the debtor, a secured party shall send to an account debtor that has 6
received notification under AS 45.29.406(a) or AS 45.36.106(b) of an assignment to 7
the secured party as assignee a signed [UNDER AS 45.29.406(a) AN 8
AUTHENTICATED] record that releases the account debtor from further obligation 9
to the secured party. 10
* Sec. 94. AS 45.29.210(a)(2) is amended to read: 11
(2) "request for an accounting" means a record signed 12
[AUTHENTICATED] by a debtor requesting that the recipient provide an accounting 13
of the unpaid obligations secured by collateral and reasonably identifying the 14
transaction or relationship that is the subject of the request; 15
* Sec. 95. AS 45.29.210(a)(3) is amended to read: 16
(3) "request regarding a list of collateral" means a record signed 17
[AUTHENTICATED] by a debtor requesting that the recipient approve or correct a 18
list of what the debtor believes to be the collateral securing an obligation and 19
reasonably identifying the transaction or relationship that is the subject of the request; 20
* Sec. 96. AS 45.29.210(a)(4) is amended to read: 21
(4) "request regarding a statement of account" means a record signed 22
[AUTHENTICATED] by a debtor requesting that the recipient approve or correct a 23
statement indicating what the debtor believes to be the aggregate amount of unpaid 24
obligations secured by collateral as of a specified date and reasonably identifying the 25
transaction or relationship that is the subject of the request. 26
* Sec. 97. AS 45.29.210(b) is amended to read: 27
(b) Subject to (c) - (f) of this section, a secured party, other than a buyer of 28
accounts, chattel paper, payment intangibles, or promissory notes or a consignor, shall 29
comply with a request within 14 days after receipt 30
(1) in the case of a request for an accounting, by signing 31
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[AUTHENTICATING] and sending to the debtor an accounting; and 1
(2) in the case of a request regarding a list of collateral or a request 2
regarding a statement of account, by signing [AUTHENTICATING] and sending to 3
the debtor an approval or correction. 4
* Sec. 98. AS 45.29.210(c) is amended to read: 5
(c) A secured party that claims a security interest in all of a particular type of 6
collateral owned by the debtor may comply with a request regarding a list of collateral 7
by sending to the debtor a signed [AN AUTHENTICATED] record including a 8
statement to that effect within 14 days after receipt. 9
* Sec. 99. AS 45.29.210(d) is amended to read: 10
(d) A person who receives a request regarding a list of collateral, who claims 11
no interest in the collateral when the person receives the request, and who claimed an 12
interest in the collateral at an earlier time shall comply with the request within 14 days 13
after receipt by sending to the debtor a signed [AN AUTHENTICATED] record 14
(1) disclaiming interest in the collateral; and 15
(2) if known to the recipient, providing the name and mailing address 16
of an assignee of or successor to the recipient's interest in the collateral. 17
* Sec. 100. AS 45.29.210(e) is amended to read: 18
(e) A person who receives a request for an accounting or a request regarding a 19
statement of account, who claims no interest in the obligations when the person 20
receives the request, and who claimed an interest in the obligations at an earlier time 21
shall comply with the request within 14 days after receipt by sending to the debtor a 22
signed [AN AUTHENTICATED] record 23
(1) disclaiming interest in the obligations; and 24
(2) if known to the recipient, providing the name and mailing address 25
of an assignee of or successor to the recipient's interest in the obligations. 26
* Sec. 101. AS 45.29.301 is amended to read: 27
Sec. 45.29.301. Law governing perfection and priority of security interests. 28
Except as otherwise provided in AS 45.29.303 - 45.29.306 and 45.29.344, the 29
following rules determine the law governing perfection, the effect of perfection or 30
nonperfection, and the priority of a security interest in collateral: 31
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(1) except as otherwise provided in this section, while a debtor is 1
located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect 2
of perfection or nonperfection, and the priority of a security interest in collateral; 3
(2) while collateral is located in a jurisdiction, the local law of that 4
jurisdiction governs perfection, the effect of perfection or nonperfection, and the 5
priority of a possessory security interest in that collateral; 6
(3) except as otherwise provided in (4) of this section, while 7
[TANGIBLE] negotiable tangible documents, goods, instruments, or tangible money 8
[, OR TANGIBLE CHATTEL PAPER] is located in a jurisdiction, the local law of 9
that jurisdiction governs 10
(A) perfection of a security interest in the goods by filing a 11
fixture filing; 12
(B) perfection of a security interest in timber to be cut; and 13
(C) the effect of perfection or nonperfection and the priority of 14
a nonpossessory security interest in the collateral; 15
(4) the local law of the jurisdiction in which the wellhead or minehead 16
is located governs perfection, the effect of perfection or nonperfection, and the priority 17
of a security interest in as-extracted collateral. 18
* Sec. 102. AS 45.29.304(a) is amended to read: 19
(a) The local law of a bank's jurisdiction governs perfection, the effect of 20
perfection or nonperfection, and the priority of a security interest in a deposit account 21
maintained with that bank even if the transaction does not bear any relation to the 22
bank's jurisdiction. 23
* Sec. 103. AS 45.29.304(b) is amended to read: 24
(b) The following rules determine a bank's jurisdiction for purposes of 25
AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342]: 26
(1) if an agreement between the bank and the debtor governing the 27
deposit account expressly provides that a particular jurisdiction is the bank's 28
jurisdiction for purposes of AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342], this 29
chapter, or the code, that jurisdiction is the bank's jurisdiction; 30
(2) if (1) of this subsection does not apply and an agreement between 31
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the bank and its customer governing the deposit account expressly provides that the 1
agreement is governed by the law of a particular jurisdiction, that jurisdiction is the 2
bank's jurisdiction; 3
(3) if neither (1) nor (2) of this subsection applies and an agreement 4
between the bank and its customer governing the deposit account expressly provides 5
that the deposit account is maintained at an office in a particular jurisdiction, that 6
jurisdiction is the bank's jurisdiction; 7
(4) if (1), (2), or (3) of this subsection does not apply, the bank's 8
jurisdiction is the jurisdiction in which the office identified in an account statement as 9
the office serving the customer's account is located; 10
(5) if (1), (2), (3), or (4) of this subsection does not apply, the bank's 11
jurisdiction is the jurisdiction in which the chief executive office of the bank is 12
located. 13
* Sec. 104. AS 45.29.305(a) is amended to read: 14
(a) Except as otherwise provided in (c) of this section, the following rules 15
apply: 16
(1) while a security certificate is located in a jurisdiction, the local law 17
of that jurisdiction governs perfection, the effect of perfection or nonperfection, and 18
the priority of a security interest in the certificated security represented by the security 19
certificate; 20
(2) the local law of the issuer's jurisdiction as specified in 21
AS 45.08.110 governs perfection, the effect of perfection or nonperfection, and the 22
priority of a security interest in an uncertificated security; 23
(3) the local law of the securities intermediary's jurisdiction as 24
specified in AS 45.08.110(e) governs perfection, the effect of perfection or 25
nonperfection, and the priority of a security interest in a security entitlement or 26
securities account; 27
(4) the local law of the commodity intermediary's jurisdiction governs 28
perfection, the effect of perfection or nonperfection, and the priority of a security 29
interest in a commodity contract or commodity account; 30
(5) the rules specified in (2) - (4) of this subsection apply even if the 31
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transaction does not bear any relation to the jurisdiction. 1
* Sec. 105. AS 45.29.305(b) is amended to read: 2
(b) The following rules determine a commodity intermediary's jurisdiction for 3
purposes of AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342]: 4
(1) if an agreement between the commodity intermediary and 5
commodity customer governing the commodity account expressly provides that a 6
particular jurisdiction is the commodity intermediary's jurisdiction for purposes of 7
AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342], this chapter, or the code, that 8
jurisdiction is the commodity intermediary's jurisdiction; 9
(2) if (1) of this subsection does not apply and an agreement between 10
the commodity intermediary and commodity customer governing the commodity 11
account expressly provides that the agreement is governed by the law of a particular 12
jurisdiction, that jurisdiction is the commodity intermediary's jurisdiction; 13
(3) if neither (1) nor (2) of this subsection applies and an agreement 14
between the commodity intermediary and commodity customer governing the 15
commodity account expressly provides that the commodity account is maintained at an 16
office in a particular jurisdiction, that jurisdiction is the commodity intermediary's 17
jurisdiction; 18
(4) if (1), (2), or (3) of this subsection does not apply, the commodity 19
intermediary's jurisdiction is the jurisdiction in which the office identified in an 20
account statement as the office serving the commodity customer's account is located; 21
(5) if (1), (2), (3), or (4) of this subsection does not apply, the 22
commodity intermediary's jurisdiction is the jurisdiction in which the chief executive 23
office of the commodity intermediary is located. 24
* Sec. 106. AS 45.29.306(b) is amended to read: 25
(b) For purposes of AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342], an 26
issuer's jurisdiction or nominated person's jurisdiction is the jurisdiction whose law 27
governs the liability of the issuer or nominated person with respect to the letter-of-28
credit right as provided in AS 45.05.116. 29
* Sec. 107. AS 45.29.307(k) is amended to read: 30
(k) This section applies only for purposes of AS 45.29.301 - 45.29.346 31
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[AS 45.29.301 - 45.29.342]. 1
* Sec. 108. AS 45.29.310(b) is amended to read: 2
(b) The filing of a financing statement is not necessary to perfect a security 3
interest 4
(1) that is perfected under AS 45.29.308(d), (e), (f), or (g); 5
(2) that is perfected under AS 45.29.309 when it attaches; 6
(3) in property subject to a statute, regulation, or treaty described in 7
AS 45.29.311(a); 8
(4) in goods in possession of a bailee that is perfected under 9
AS 45.29.312(d)(1) or (2); 10
(5) in certificated securities, documents, goods, or instruments that is 11
perfected without filing, control, or possession under AS 45.29.312(e), (f), or (g); 12
(6) in collateral in the secured party's possession under AS 45.29.313; 13
(7) in a certificated security that is perfected by delivery of the security 14
certificate to the secured party under AS 45.29.313; 15
(8) in controllable accounts, controllable electronic records, 16
controllable payment intangibles, deposit accounts, [ELECTRONIC CHATTEL 17
PAPER,] electronic documents, investment property, or letter-of-credit rights that is 18
perfected by control under AS 45.29.314; 19
(9) in chattel paper that is perfected by possession and control 20
under AS 45.29.345; 21
(10) in proceeds that is perfected under AS 45.29.315; or 22
(11) [(10)] that is perfected under AS 45.29.316. 23
* Sec. 109. AS 45.29.312(a) is amended to read: 24
(a) A security interest in chattel paper, controllable accounts, controllable 25
electronic records, controllable payment intangibles, [NEGOTIABLE 26
DOCUMENTS,] instruments, [OR] investment property, or negotiable documents 27
may be perfected by filing. 28
* Sec. 110. AS 45.29.312(b) is amended to read: 29
(b) Except as otherwise provided in AS 45.29.315(c) and (d) for proceeds, 30
(1) a security interest in a deposit account may be perfected only by 31
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control under AS 45.29.314; 1
(2) and except as otherwise provided in AS 45.29.308(d), a security 2
interest in a letter-of-credit right may be perfected only by control under 3
AS 45.29.314; [AND] 4
(3) a security interest in tangible money may be perfected only by the 5
secured party's taking possession under AS 45.29.313; and 6
(4) a security interest in electronic money may be perfected only 7
by control under AS 45.29.314. 8
* Sec. 111. AS 45.29.312(e) is amended to read: 9
(e) A security interest in certificated securities, negotiable documents, or 10
instruments is perfected without filing or the taking of possession or control for a 11
period of 20 days from the time the security interest attaches to the extent that it arises 12
for new value given under a signed [AN AUTHENTICATED] security agreement. 13
* Sec. 112. AS 45.29.313(a) is amended to read: 14
(a) Except as otherwise provided in (b) of this section, a secured party may 15
perfect a security interest in [TANGIBLE NEGOTIABLE DOCUMENTS,] goods, 16
instruments, negotiable tangible documents, or tangible money [, OR TANGIBLE 17
CHATTEL PAPER] by taking possession of the collateral. A secured party may 18
perfect a security interest in certificated securities by taking delivery of the certificated 19
securities under AS 45.08.301. 20
* Sec. 113. AS 45.29.313(c) is amended to read: 21
(c) With respect to collateral other than certificated securities and goods 22
covered by a document, a secured party takes possession of collateral in the possession 23
of a person other than the debtor, the secured party, or a lessee of the collateral from 24
the debtor in the ordinary course of the debtor's business, when the person 25
(1) in possession signs [AUTHENTICATES] a record acknowledging 26
that the person holds possession of the collateral for the secured party's benefit; or 27
(2) takes possession of the collateral after having signed 28
[AUTHENTICATED] a record acknowledging that it will hold possession of the 29
collateral for the secured party's benefit. 30
* Sec. 114. AS 45.29.313(d) is amended to read: 31
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(d) If perfection of a security interest depends on [UPON] possession of the 1
collateral by a secured party, perfection occurs not [NO] earlier than the time the 2
secured party takes possession and continues only while the secured party retains 3
possession. 4
* Sec. 115. AS 45.29.314 is amended to read: 5
Sec. 45.29.314. Perfection by control. (a) A security interest in controllable 6
accounts, controllable electronic records, controllable payment intangibles, 7
deposit accounts, electronic documents, electronic money [CHATTEL PAPER], 8
investment property, or letter-of-credit rights [, OR ELECTRONIC DOCUMENTS] 9
may be perfected by control of the collateral under AS 45.07.116, AS 45.29.104, 10
[45.29.105,] 45.29.106, [OR] 45.29.107, 45.29.111, or 45.29.112. 11
(b) A security interest in controllable accounts, controllable electronic 12
records, controllable payment intangibles, deposit accounts, electronic documents, 13
electronic money, or [CHATTEL PAPER,] letter-of-credit rights [, OR 14
ELECTRONIC DOCUMENTS] is perfected by control under AS 45.07.116, 15
AS 45.29.104, [45.29.105, OR] 45.29.107, 45.29.111, or 45.29.112 not earlier than 16
the time [WHEN] the secured party obtains control and remains perfected by control 17
only while the secured party retains control. 18
(c) A security interest in investment property is perfected by control under 19
AS 45.29.106 not earlier than [FROM] the time the secured party obtains control and 20
remains perfected by control until 21
(1) the secured party does not have control; and 22
(2) one of the following occurs: 23
(A) if the collateral is a certificated security, the debtor has or 24
acquires possession of the security certificate; 25
(B) if the collateral is an uncertificated security, the issuer has 26
registered or registers the debtor as the registered owner; or 27
(C) if the collateral is a security entitlement, the debtor is or 28
becomes the entitlement holder. 29
* Sec. 116. AS 45.29.316(a) is amended to read: 30
(a) A security interest perfected under the law of the jurisdiction designated in 31
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AS 45.29.301(1), [OR] 45.29.305(c), 45.29.343(d), or 45.29.344(b) remains perfected 1
until the earliest of 2
(1) the time perfection would have ceased under the law of that 3
jurisdiction; 4
(2) the expiration of four months after a change of the debtor's location 5
to another jurisdiction; or 6
(3) the expiration of one year after a transfer of collateral to a person 7
who thereby becomes a debtor and is located in another jurisdiction. 8
* Sec. 117. AS 45.29.316(f) is amended to read: 9
(f) A security interest in chattel paper, controllable accounts, controllable 10
electronic records, controllable payment intangibles, deposit accounts, letter-of-11
credit rights, or investment property that is perfected under the law of the chattel 12
paper's jurisdiction, the controllable electronic record's jurisdiction, the bank's 13
jurisdiction, the issuer's jurisdiction, a nominated person's jurisdiction, the securities 14
intermediary's jurisdiction, or the commodity intermediary's jurisdiction, as applicable, 15
remains perfected until the earlier of 16
(1) the time the security interest would have become unperfected under 17
the law of that jurisdiction; or 18
(2) the expiration of four months after a change of the applicable 19
jurisdiction to another jurisdiction. 20
* Sec. 118. AS 45.29.317(b) is amended to read: 21
(b) Except as otherwise provided in (e) of this section, a buyer, other than a 22
secured party, of [TANGIBLE CHATTEL PAPER, TANGIBLE DOCUMENTS,] 23
goods, instruments, tangible documents, or a certificated security takes free of a 24
security interest or agricultural lien if the buyer gives value and receives delivery of 25
the collateral without knowledge of the security interest or agricultural lien and before 26
it is perfected. 27
* Sec. 119. AS 45.29.317(d) is amended to read: 28
(d) Subject to (f) - (i) of this section, a [A] licensee of a general intangible or 29
a buyer, other than a secured party, of collateral other than electronic money 30
[TANGIBLE CHATTEL PAPER, TANGIBLE DOCUMENTS], goods, instruments, 31
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tangible documents, or a certificated security takes free of a security interest if the 1
licensee or buyer gives value without knowledge of the security interest and before it 2
is perfected. 3
* Sec. 120. AS 45.29.317 is amended by adding new subsections to read: 4
(f) A buyer, other than a secured party, of chattel paper takes free of a security 5
interest if, without knowledge of the security interest and before it is perfected, the 6
buyer gives value and 7
(1) receives delivery of each authoritative tangible copy of the record 8
evidencing the chattel paper; and 9
(2) if each authoritative electronic copy of the record evidencing the 10
chattel paper can be subjected to control under AS 45.29.105, obtains control of each 11
authoritative electronic copy. 12
(g) A buyer of an electronic document takes free of a security interest if, 13
without knowledge of the security interest and before it is perfected, the buyer gives 14
value and, if each authoritative electronic copy of the document can be subjected to 15
control under AS 45.07.116, obtains control of each authoritative electronic copy. 16
(h) A buyer of a controllable electronic record takes free of a security interest 17
if, without knowledge of the security interest and before it is perfected, the buyer gives 18
value and obtains control of the controllable electronic record. 19
(i) A buyer, other than a secured party, of a controllable account or a 20
controllable payment intangible takes free of a security interest if, without knowledge 21
of the security interest and before it is perfected, the buyer gives value and obtains 22
control of the controllable account or controllable payment intangible. 23
* Sec. 121. AS 45.29.319(b) is amended to read: 24
(b) For purposes of determining the rights of a creditor of a consignee, law 25
other than this chapter determines the rights and title of a consignee while goods are in 26
the consignee's possession if, under AS 45.29.301 - 45.29.346 [AS 45.29.301 - 27
45.29.342], a perfected security interest held by the consignor would have priority 28
over the rights of the creditor. 29
* Sec. 122. AS 45.29.322(f) is amended to read: 30
(f) The provisions of (a) - (e) of this section are subject to 31
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(1) the provisions of (g) of this section and the other provisions of 1
AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342]; 2
(2) AS 45.04.210 with respect to a security interest of a collecting 3
bank; 4
(3) AS 45.05.118 with respect to a security interest of an issuer or 5
nominated person; and 6
(4) AS 45.29.110 with respect to a security interest arising under 7
AS 45.02 or AS 45.12. 8
* Sec. 123. AS 45.29.323(d) is amended to read: 9
(d) Except as otherwise provided in (e) of this section, a buyer of goods 10
[OTHER THAN A BUYER IN ORDINARY COURSE OF BUSINESS] takes free of 11
a security interest to the extent that it secures advances made after the earlier of 12
(1) the time the secured party acquires knowledge of the buyer's 13
purchase; or 14
(2) 45 days after the purchase. 15
* Sec. 124. AS 45.29.323(f) is amended to read: 16
(f) Except as otherwise provided in (g) of this section, a lessee of goods [, 17
OTHER THAN A LESSEE IN ORDINARY COURSE OF BUSINESS,] takes the 18
leasehold interest free of a security interest to the extent that it secures advances made 19
after the earlier of 20
(1) the time the secured party acquires knowledge of the lease; or 21
(2) 45 days after the lease contract becomes enforceable. 22
* Sec. 125. AS 45.29.324(b) is amended to read: 23
(b) Subject to (c) of this section and except as otherwise provided in (g) of this 24
section, a perfected purchase money security interest in inventory has priority over a 25
conflicting security interest in the same inventory, has priority over a conflicting 26
security interest in chattel paper or an instrument constituting proceeds of the 27
inventory and in proceeds of the chattel paper if so provided in AS 45.29.330, and, 28
except as otherwise provided in AS 45.29.327, also has priority in identifiable cash 29
proceeds of the inventory to the extent the identifiable cash proceeds are received on 30
or before the delivery of the inventory to a buyer if 31
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(1) the purchase money security interest is perfected when the debtor 1
receives possession of the inventory; 2
(2) the purchase money secured party sends a signed [AN 3
AUTHENTICATED] notification to the holder of the conflicting security interest; 4
(3) the holder of the conflicting security interest receives the 5
notification within five years before the debtor receives possession of the inventory; 6
and 7
(4) the notification states that the person sending the notification has or 8
expects to acquire a purchase money security interest in inventory of the debtor and 9
describes the inventory. 10
* Sec. 126. AS 45.29.324(d) is amended to read: 11
(d) Subject to (e) of this section and except as otherwise provided in (g) of this 12
section, a perfected purchase money security interest in livestock that are farm 13
products has priority over a conflicting security interest in the same livestock, and, 14
except as otherwise provided in AS 45.29.327, a perfected security interest in their 15
identifiable proceeds and identifiable products in their unmanufactured states also has 16
priority if 17
(1) the purchase money security interest is perfected when the debtor 18
receives possession of the livestock; 19
(2) the purchase money secured party sends a signed [AN 20
AUTHENTICATED] notification to the holder of the conflicting security interest; 21
(3) the holder of the conflicting security interest receives the 22
notification within six months before the debtor receives possession of the livestock; 23
and 24
(4) the notification states that the person sending the notification has or 25
expects to acquire a purchase money security interest in livestock of the debtor and 26
describes the livestock. 27
* Sec. 127. AS 45.29.326(b) is amended to read: 28
(b) The other provisions of AS 45.29.301 - 45.29.346 [AS 45.29.301 - 29
45.29.342] determine the priority among conflicting security interests in the same 30
collateral perfected by filed financing statements described in (a) of this section. 31
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However, if the security agreements to which a new debtor became bound as debtor 1
were not entered into by the same original debtor, the conflicting security interests 2
rank according to priority in time of the new debtor's having become bound. 3
* Sec. 128. AS 45.29.330(a) is amended to read: 4
(a) A purchaser of chattel paper has priority over a security interest in the 5
chattel paper that is claimed merely as proceeds of inventory subject to a security 6
interest if 7
(1) in good faith and in the ordinary course of the purchaser's business, 8
the purchaser gives new value, [AND] takes possession of each authoritative 9
tangible copy of the record evidencing the chattel paper, and [OR] obtains control 10
under AS 45.29.105 of each authoritative electronic copy of the record evidencing 11
[OF] the chattel paper [UNDER AS 45.29.105]; and 12
(2) the authoritative copies of the record evidencing the chattel 13
paper do [DOES] not indicate that the chattel paper [IT] has been assigned to an 14
identified assignee other than the purchaser. 15
* Sec. 129. AS 45.29.330(b) is amended to read: 16
(b) A purchaser of chattel paper has priority over a security interest in the 17
chattel paper that is claimed other than merely as proceeds of inventory subject to a 18
security interest if the purchaser gives new value, [AND] takes possession of each 19
authoritative tangible copy of the record evidencing the chattel paper, and [OR] 20
obtains control under AS 45.29.105 of each authoritative electronic copy of the 21
record evidencing [OF] the chattel paper [UNDER AS 45.29.105] in good faith, in 22
the ordinary course of the purchaser's business, and without knowledge that the 23
purchase violates the rights of the secured party. 24
* Sec. 130. AS 45.29.330(f) is amended to read: 25
(f) For purposes of (b) and (d) of this section, if the authoritative copies of 26
the record evidencing chattel paper or an instrument indicate [INDICATES] that the 27
chattel paper or instrument [IT] has been assigned to an identified secured party 28
other than the purchaser, a purchaser of the chattel paper or instrument has knowledge 29
that the purchase violates the rights of the secured party. 30
* Sec. 131. AS 45.29.331(a) is amended to read: 31
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(a) This chapter does not limit the rights of a holder in due course of a 1
negotiable instrument, a holder to which a negotiable document of title has been duly 2
negotiated, [OR] a protected purchaser of a security, or a qualifying purchaser of a 3
controllable account, controllable electronic record, or controllable payment 4
intangible. These holders or purchasers take priority over an earlier security interest, 5
even if perfected, to the extent provided in AS 45.03, AS 45.07, [AND] AS 45.08, and 6
AS 45.36. 7
* Sec. 132. AS 45.29.331(b) is amended to read: 8
(b) This chapter does not limit the rights of or impose liability on a person to 9
the extent that the person is protected against the assertion of a claim under AS 45.08 10
or AS 45.36. 11
* Sec. 133. AS 45.29.332 is amended to read: 12
Sec. 45.29.332. Transfer of money; transfer of funds from deposit account. 13
(a) A transferee of tangible money takes the money free of a security interest if 14
[UNLESS] the transferee receives possession of the money without acting [ACTS] 15
in collusion with the debtor in violating the rights of the secured party. 16
(b) A transferee of funds from a deposit account takes the funds free of a 17
security interest in the deposit account if [UNLESS] the transferee receives the funds 18
without acting [ACTS] in collusion with the debtor in violating the rights of the 19
secured party. 20
* Sec. 134. AS 45.29.332 is amended by adding a new subsection to read: 21
(c) A transferee of electronic money takes the money free of a security interest 22
if the transferee obtains control of the money without acting in collusion with the 23
debtor in violating the rights of the secured party. 24
* Sec. 135. AS 45.29.334(f) is amended to read: 25
(f) A security interest in fixtures, whether or not perfected, has priority over a 26
conflicting interest of an encumbrancer or owner of the real property if 27
(1) the encumbrancer or owner has, in a signed [AN 28
AUTHENTICATED] record, consented to the security interest or disclaimed an 29
interest in the goods as fixtures; or 30
(2) the debtor has a right to remove the goods as against the 31
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encumbrancer or owner. 1
* Sec. 136. AS 45.29.335(c) is amended to read: 2
(c) Except as otherwise provided in (d) of this section, the other provisions of 3
AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342] determine the priority of a 4
security interest in an accession. 5
* Sec. 137. AS 45.29.336(e) is amended to read: 6
(e) Except as otherwise provided in (f) of this section, the other provisions of 7
AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342] determine the priority of a 8
security interest that attaches to the product or mass under (c) of this section. 9
* Sec. 138. AS 45.29.341 is amended to read: 10
Sec. 45.29.341. Bank's rights and duties with respect to deposit account. 11
Except as otherwise provided in AS 45.29.340(c), and unless the bank otherwise 12
agrees in a signed [AN AUTHENTICATED] record, a bank's rights and duties with 13
respect to a deposit account maintained with the bank are not terminated, suspended, 14
or modified by 15
(1) the creation, attachment, or perfection of a security interest in the 16
deposit account; 17
(2) the bank's knowledge of the security interest; or 18
(3) the bank's receipt of instructions from the secured party. 19
* Sec. 139. AS 45.29 is amended by adding new sections to article 3 to read: 20
Sec. 45.29.343. Law governing perfection and priority of security interests 21
in chattel paper. (a) Except as provided in (d) of this section, if chattel paper is 22
evidenced only by an authoritative electronic copy of the chattel paper or is evidenced 23
by an authoritative electronic copy and an authoritative tangible copy, the local law of 24
the chattel paper's jurisdiction governs perfection, the effect of perfection or 25
nonperfection, and the priority of a security interest in the chattel paper, even if the 26
transaction does not bear any relation to the chattel paper's jurisdiction. 27
(b) The following rules determine the chattel paper's jurisdiction under this 28
section: 29
(1) if the authoritative electronic copy of the record evidencing chattel 30
paper, or a record attached to or logically associated with the electronic copy and 31
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readily available for review, expressly provides that a particular jurisdiction is the 1
chattel paper's jurisdiction for purposes of AS 45.29.301 - 45.29.346, this chapter, or 2
the code, that jurisdiction is the chattel paper's jurisdiction; 3
(2) if (1) of this subsection does not apply and the rules of the system 4
in which the authoritative electronic copy is recorded are readily available for review 5
and expressly provide that a particular jurisdiction is the chattel paper's jurisdiction for 6
purposes of AS 45.29.301 - 45.29.346, this chapter, or the code, that jurisdiction is the 7
chattel paper's jurisdiction; 8
(3) if (1) and (2) of this subsection do not apply and the authoritative 9
electronic copy, or a record attached to or logically associated with the electronic copy 10
and readily available for review, expressly provides that the chattel paper is governed 11
by the law of a particular jurisdiction, that jurisdiction is the chattel paper's 12
jurisdiction; 13
(4) if (1) - (3) of this subsection do not apply and the rules of the 14
system in which the authoritative electronic copy is recorded are readily available for 15
review and expressly provide that the chattel paper or the system is governed by the 16
law of a particular jurisdiction, that jurisdiction is the chattel paper's jurisdiction; 17
(5) if (1) - (4) of this subsection do not apply, the chattel paper's 18
jurisdiction is the jurisdiction in which the debtor is located. 19
(c) If an authoritative tangible copy of a record evidences chattel paper and the 20
chattel paper is not evidenced by an authoritative electronic copy, while the 21
authoritative tangible copy of the record evidencing chattel paper is located in a 22
jurisdiction, the local law of that jurisdiction governs 23
(1) perfection of a security interest in the chattel paper by possession 24
under AS 45.29.345; and 25
(2) the effect of perfection or nonperfection and the priority of a 26
security interest in the chattel paper. 27
(d) The local law of the jurisdiction in which the debtor is located governs 28
perfection of a security interest in chattel paper by filing. 29
Sec. 45.29.344. Law governing perfection and priority of security interests 30
in controllable accounts, controllable electronic records, and controllable 31
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payment intangibles. (a) Except as provided in (b) of this section, the local law of the 1
controllable electronic record's jurisdiction specified in AS 45.36.107(c) and (d) 2
governs perfection, the effect of perfection or nonperfection, and the priority of a 3
security interest in a controllable electronic record and a security interest in a 4
controllable account or controllable payment intangible evidenced by the controllable 5
electronic record. 6
(b) The local law of the jurisdiction in which the debtor is located governs 7
(1) perfection of a security interest in a controllable account, 8
controllable electronic record, or controllable payment intangible by filing; and 9
(2) automatic perfection of a security interest in a controllable payment 10
intangible created by a sale of the controllable payment intangible. 11
Sec. 45.29.345. Perfection by possession and control of chattel paper. (a) A 12
secured party may perfect a security interest in chattel paper by taking possession of 13
each authoritative tangible copy of the record evidencing the chattel paper and 14
obtaining control of each authoritative electronic copy of the electronic record 15
evidencing the chattel paper. 16
(b) A security interest is perfected under (a) of this section not earlier than the 17
time the secured party takes possession and obtains control and remains perfected 18
under (a) of this section only while the secured party retains possession and control. 19
(c) AS 45.29.313(c) and (f) - (i) apply to perfection by possession of an 20
authoritative tangible copy of a record evidencing chattel paper. 21
Sec. 45.29.346. Priority of security interest in controllable account, 22
controllable electronic record, and controllable payment intangible. A security 23
interest in a controllable account, controllable electronic record, or controllable 24
payment intangible held by a secured party having control of the account, electronic 25
record, or payment intangible has priority over a conflicting security interest held by a 26
secured party that does not have control. 27
* Sec. 140. AS 45.29.404(a) is amended to read: 28
(a) Unless an account debtor has made an enforceable agreement not to assert 29
defenses or claims, and subject to (b) - (e) of this section, the rights of an assignee are 30
subject to 31
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(1) all terms of the agreement between the account debtor and assignor 1
and a defense or claim in recoupment arising from the transaction that gave rise to the 2
contract; and 3
(2) any other defense or claim of the account debtor against the 4
assignor that accrues before the account debtor receives a notification of the 5
assignment signed [AUTHENTICATED] by the assignor or the assignee. 6
* Sec. 141. AS 45.29.406(a) is amended to read: 7
(a) Subject to (b) - (i) and (l) of this section, an account debtor on an account, 8
chattel paper, or a payment intangible may discharge its obligation by paying the 9
assignor until, but not after, the account debtor receives a notification, signed 10
[AUTHENTICATED] by the assignor or the assignee, that the amount due or to 11
become due has been assigned and that payment is to be made to the assignee. After 12
receipt of the notification, the account debtor may discharge its obligation by paying 13
the assignee and may not discharge its obligation by paying the assignor. 14
* Sec. 142. AS 45.29.406(b) is amended to read: 15
(b) Subject to (h) and (l) of this section, notification is ineffective under (a) of 16
this section 17
(1) if it does not reasonably identify the rights assigned; 18
(2) to the extent that an agreement between an account debtor and a 19
seller of a payment intangible limits the account debtor's duty to pay a person other 20
than the seller and the limitation is effective under law other than this chapter; or 21
(3) at the option of an account debtor, if the notification notifies the 22
account debtor to make less than the full amount of any installment or other periodic 23
payment to the assignee even if 24
(A) only a portion of the account, chattel paper, or payment 25
intangible has been assigned to that assignee; 26
(B) a portion has been assigned to another assignee; or 27
(C) the account debtor knows that the assignment to that 28
assignee is limited. 29
* Sec. 143. AS 45.29.406(c) is amended to read: 30
(c) Subject to (h) and (l) of this section, if requested by the account debtor, an 31
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assignee shall seasonably furnish reasonable proof that the assignment has been made. 1
Unless the assignee complies, the account debtor may discharge its obligation by 2
paying the assignor even if the account debtor has received a notification under (a) of 3
this section. 4
* Sec. 144. AS 45.29.406(d) is amended to read: 5
(d) Except as otherwise provided in (e) and (k) of this section, AS 45.29.407, 6
and AS 45.12.303, and subject to (h) of this section, a term in an agreement between 7
an account debtor and an assignor or in a promissory note is ineffective to the extent 8
that it 9
(1) prohibits, restricts, or requires the consent of the account debtor or 10
person obligated on the promissory note to the assignment or transfer of, or the 11
creation, attachment, perfection, or enforcement of a security interest in, the account, 12
chattel paper, payment intangible, or promissory note; or 13
(2) provides that the assignment, transfer, creation, attachment, 14
perfection, or enforcement of the security interest may give rise to a default, breach, 15
right of recoupment, claim, defense, termination, right of termination, or remedy under 16
the account, chattel paper, payment intangible, or promissory note. 17
* Sec. 145. AS 45.29.406(f) is amended to read: 18
(f) Except as otherwise provided in (k) of this section, AS 45.12.303, and 19
AS 45.29.407, and subject to (h) and (i) of this section, a rule of law, statute, or 20
regulation that prohibits, restricts, or requires the consent of a government, a 21
governmental body or official, or an account debtor to the assignment or transfer of, or 22
creation of a security interest in, an account or chattel paper is ineffective to the extent 23
that the rule of law, statute, or regulation 24
(1) prohibits, restricts, or requires the consent of the government, 25
governmental body or official, or account debtor to the assignment or transfer of, or 26
the creation, attachment, perfection, or enforcement of a security interest in the 27
account or chattel paper; or 28
(2) provides that the assignment, transfer, creation, attachment, 29
perfection, or enforcement of the security interest may give rise to a default, breach, 30
right of recoupment, claim, defense, termination, right of termination, or remedy under 31
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the account or chattel paper. 1
* Sec. 146. AS 45.29.406(g) is amended to read: 2
(g) Subject to (h) and (l) of this section, an account debtor may not waive or 3
vary its option under (b)(3) of this section. 4
* Sec. 147. AS 45.29.406 is amended by adding new subsections to read: 5
(j) This section prevails over any inconsistent provisions of other statutes 6
unless the other statute contains an exemption that refers specifically to this section. 7
(k) Subsections (d), (f), and (j) of this section do not apply to a security 8
interest in an ownership interest in a general partnership, limited partnership, or 9
limited liability company. 10
(l) Subsections (a) - (c) and (g) of this section do not apply to a controllable 11
account or controllable payment intangible. 12
(m) In (d) of this section, "promissory note" includes a negotiable instrument 13
that evidences chattel paper. 14
* Sec. 148. AS 45.29.408(a) is amended to read: 15
(a) Except as otherwise provided in (b) and (f) of this section, a term in a 16
promissory note or in an agreement between an account debtor and a debtor that 17
relates to a health care insurance receivable or a general intangible, including a 18
contract, permit, license, or franchise, and that prohibits, restricts, or requires the 19
consent of the person obligated on the promissory note or the account debtor to the 20
assignment or transfer of, or creation, attachment, or perfection of a security interest in 21
the promissory note, health care insurance receivable, or general intangible is 22
ineffective to the extent that the term 23
(1) would impair the creation, attachment, or perfection of a security 24
interest; or 25
(2) provides that the assignment, transfer, creation, attachment, or 26
perfection of the security interest may give rise to a default, breach, right of 27
recoupment, claim, defense, termination, right of termination, or remedy under the 28
promissory note, health care insurance receivable, or general intangible. 29
* Sec. 149. AS 45.29.408(c) is amended to read: 30
(c) Except as otherwise provided in (f) of this section, a [A] rule of law, 31
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statute, or regulation that prohibits, restricts, or requires the consent of a government, a 1
governmental body or official, a person obligated on a promissory note, or an account 2
debtor to the assignment or transfer of or creation of a security interest in a promissory 3
note, health care insurance receivable, or general intangible, including a contract, 4
permit, license, or franchise between an account debtor and a debtor, is ineffective to 5
the extent that the rule of law, statute, or regulation 6
(1) would impair the creation, attachment, or perfection of a security 7
interest; or 8
(2) provides that the assignment, transfer, creation, attachment, or 9
perfection of the security interest may give rise to a default, breach, right of 10
recoupment, claim, defense, termination, right of termination, or remedy under the 11
promissory note, health care insurance [HEALTH-CARE-INSURANCE] receivable, 12
or general intangible. 13
* Sec. 150. AS 45.29.408 is amended by adding new subsections to read: 14
(f) This section does not apply to a security interest in an ownership interest in 15
a general partnership, limited partnership, or limited liability company. 16
(g) In this section, "promissory note" includes a negotiable instrument that 17
evidences chattel paper. 18
* Sec. 151. AS 45.29.509(a) is amended to read: 19
(a) A person may file an initial financing statement, amendment that adds 20
collateral covered by a financing statement, or amendment that adds a debtor to a 21
financing statement only if 22
(1) the debtor authorizes the filing in a signed [AN 23
AUTHENTICATED] record or under [PURSUANT TO] (b) or (c) of this section; or 24
(2) the person holds an agricultural lien that has become effective at 25
the time of filing and the financing statement covers only collateral in which the 26
person holds an agricultural lien. 27
* Sec. 152. AS 45.29.509(b) is amended to read: 28
(b) By signing [AUTHENTICATING] or becoming bound as debtor by a 29
security agreement, a debtor or new debtor authorizes the filing of an initial financing 30
statement and an amendment covering 31
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(1) the collateral described in the security agreement; and 1
(2) property that becomes collateral under AS 45.29.315(a)(2), 2
whether or not the security agreement expressly covers proceeds. 3
* Sec. 153. AS 45.29.513(b) is amended to read: 4
(b) To comply with (a) of this section, a secured party shall cause the secured 5
party of record to file the termination statement 6
(1) within one month after there is no obligation secured by the 7
collateral covered by the financing statement and no commitment to make an advance, 8
incur an obligation, or otherwise give value; or 9
(2) if earlier, within 20 days after the secured party receives a signed 10
[AN AUTHENTICATED] demand from a debtor. 11
* Sec. 154. AS 45.29.513(c) is amended to read: 12
(c) In cases not governed by (a) of this section, within 20 days after a secured 13
party receives a signed [AN AUTHENTICATED] demand from a debtor, the secured 14
party shall cause the secured party of record for a financing statement to send to the 15
debtor a termination statement for the financing statement or file the termination 16
statement in the filing office if 17
(1) except in the case of a financing statement covering accounts or 18
chattel paper that has been sold or goods that are the subject of a consignment, there is 19
no obligation secured by the collateral covered by the financing statement and no 20
commitment to make an advance, incur an obligation, or otherwise give value; 21
(2) the financing statement covers accounts or chattel paper that has 22
been sold but as to which the account debtor or other person obligated has discharged 23
its obligation; 24
(3) the financing statement covers goods that were the subject of a 25
consignment to the debtor but are not in the debtor's possession; or 26
(4) the debtor did not authorize the filing of the initial financing 27
statement. 28
* Sec. 155. AS 45.29.601(b) is amended to read: 29
(b) A secured party in possession of collateral or control of collateral under 30
AS 45.07.116, AS 45.29.104, 45.29.105, 45.29.106, [OR] 45.29.107, 45.29.111, or 31
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45.29.112 has the rights and duties provided in AS 45.29.207. 1
* Sec. 156. AS 45.29.605 is amended to read: 2
Sec. 45.29.605. Unknown debtor or secondary obligor. Except as provided 3
in (b) of this section, a [A] secured party does not owe a duty based on its status as 4
secured party to 5
(1) a person who is a debtor or obligor unless the secured party knows 6
(A) that the person is a debtor or obligor; 7
(B) the identity of the person; and 8
(C) how to communicate with the person; or 9
(2) a secured party or lienholder that has filed a financing statement 10
against a person unless the secured party knows 11
(A) that the person is a debtor; and 12
(B) the identity of the person. 13
* Sec. 157. AS 45.29.605 is amended by adding a new subsection to read: 14
(b) A secured party owes a duty based on its status as a secured party to a 15
person if, at the time the secured party obtains control of collateral that is a 16
controllable account, controllable electronic record, or controllable payment intangible 17
or at the time the security interest attaches to the collateral, whichever is later, 18
(1) the person is a debtor or obligor; and 19
(2) the secured party knows that the information specified in (a)(1)(A), 20
(B), or (C) of this section relating to the person is not provided by the collateral, a 21
record attached to or logically associated with the collateral, or the system in which 22
the collateral is recorded. 23
* Sec. 158. AS 45.29.608(a) is amended to read: 24
(a) If a security interest or agricultural lien secures payment or performance of 25
an obligation, the following rules apply: 26
(1) a secured party shall apply or pay over for application the cash 27
proceeds of collection or enforcement under AS 45.29.607 in the following order to 28
(A) the reasonable expenses of collection and enforcement and, 29
to the extent provided for by agreement and not prohibited by law, reasonable 30
attorney fees and legal expenses incurred by the secured party; 31
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(B) the satisfaction of obligations secured by the security 1
interest or agricultural lien under which the collection or enforcement is made; 2
and 3
(C) the satisfaction of obligations secured by a subordinate 4
security interest in or other lien on the collateral subject to the security interest 5
or agricultural lien under which the collection or enforcement is made if the 6
secured party receives a signed [AN AUTHENTICATED] demand for 7
proceeds before distribution of the proceeds is completed; 8
(2) if requested by a secured party, a holder of a subordinate security 9
interest or other lien shall furnish reasonable proof of the interest or lien within a 10
reasonable time; unless the holder complies, the secured party need not comply with 11
the holder's demand under (1)(C) of this subsection; 12
(3) a secured party need not apply or pay over for application noncash 13
proceeds of collection and enforcement under AS 45.29.607 unless the failure to do so 14
would be commercially unreasonable; a secured party that applies or pays over for 15
application noncash proceeds shall do so in a commercially reasonable manner; 16
(4) a secured party shall account to and pay a debtor for any surplus, 17
and the obligor is liable for any deficiency. 18
* Sec. 159. AS 45.29.611(a) is amended to read: 19
(a) In this section, "notification date" means the earlier of the date on which 20
(1) a secured party sends to the debtor and any secondary obligor a 21
signed [AN AUTHENTICATED] notification of disposition; or 22
(2) the debtor and any secondary obligor waive the right to 23
notification. 24
* Sec. 160. AS 45.29.611(b) is amended to read: 25
(b) Except as otherwise provided in (d) of this section, a secured party that 26
disposes of collateral under AS 45.29.610 shall send to the persons specified in (c) of 27
this section a reasonable signed [AUTHENTICATED] notification of disposition. 28
* Sec. 161. AS 45.29.611(c) is amended to read: 29
(c) To comply with (b) of this section, the secured party shall send a signed 30
[AN AUTHENTICATED] notification of disposition to 31
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(1) the debtor; 1
(2) any secondary obligor; and 2
(3) if the collateral is other than consumer goods, 3
(A) any other person from which the secured party has 4
received, before the notification date, a signed [AN AUTHENTICATED] 5
notification of a claim of an interest in the collateral; 6
(B) any other secured party or lienholder that, 10 days before 7
the notification date, held a security interest in or other lien on the collateral 8
perfected by the filing of a financing statement that 9
(i) identified the collateral; 10
(ii) was indexed under the debtor's name as of that date; 11
and 12
(iii) was filed in the office in which to file a financing 13
statement against the debtor covering the collateral as of that date; and 14
(C) any other secured party that, 10 days before the notification 15
date, held a security interest in the collateral perfected by compliance with a 16
statute, regulation, or treaty described in AS 45.29.311(a). 17
* Sec. 162. AS 45.29.611(e) is amended to read: 18
(e) A secured party complies with the requirement for notification prescribed 19
by (c)(3)(B) of this section if 20
(1) not later than 20 days or earlier than 30 days before the notification 21
date, the secured party requests, in a commercially reasonable manner, information 22
concerning financing statements indexed under the debtor's name in the office 23
indicated in (c)(3)(B) of this section; and 24
(2) before the notification date, the secured party 25
(A) did not receive a response to the request for information; or 26
(B) received a response to the request for information and sent 27
a signed [AN AUTHENTICATED] notification of disposition to each secured 28
party or other lienholder named in that response whose financing statement 29
covered the collateral. 30
* Sec. 163. AS 45.29.613 is repealed and reenacted to read: 31
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Sec. 45.29.613. General contents and form of notification before 1
disposition of collateral. (a) Except in a consumer goods transaction, the following 2
rules apply: 3
(1) the contents of a notification of disposition are sufficient if the 4
notification 5
(A) describes the debtor and the secured party; 6
(B) describes the collateral that is the subject of the intended 7
disposition; 8
(C) states the method of intended disposition; 9
(D) states that the debtor is entitled to an accounting of the 10
unpaid indebtedness and states the charge, if any, for an accounting; and 11
(E) states the time and place of a public disposition or the time 12
after which any other disposition is to be made; 13
(2) whether the contents of a notification that lacks any of the 14
information specified in (1) of this subsection are nevertheless sufficient is a question 15
of fact; 16
(3) the contents of a notification providing substantially the 17
information specified in (1) of this subsection are sufficient even if the notification 18
includes 19
(A) information not specified by that paragraph; or 20
(B) minor errors that are not seriously misleading; 21
(4) a particular phrasing of the notification is not required; 22
(5) the following form of notification and the form appearing in 23
AS 45.29.614(a)(3), when completed in accordance with the instructions in (b) of this 24
section and AS 45.29.614(b), each provide sufficient information: 25
NOTIFICATION OF DISPOSITION OF COLLATERAL 26
To: (Name of debtor, obligor, or other person to which the 27
notification is sent) 28
From: (Name, address, and telephone number of secured party) 29
(1) Name of any debtor that is not an addressee: (Name of each 30
debtor) 31
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(2) We will sell (describe collateral) (to the highest qualified 1
bidder) at public sale. A sale could include a lease or license. 2
The sale will be held as follows: 3
(Date) 4
(Time) 5
(Place) 6
(3) We will sell (describe collateral) at private sale sometime after 7
(date). A sale could include a lease or license. 8
(4) You are entitled to an accounting of the unpaid indebtedness 9
secured by the property that we intend to sell or, as applicable, 10
lease or license. 11
(5) If you request an accounting you must pay a charge of $ 12
(amount). 13
(6) You may request an accounting by calling us at (telephone 14
number). 15
[End of Form] 16
(b) The following instructions apply to the form of notification in (a)(5) of this 17
section: 18
(1) the instructions in this subsection refer to the numbers in 19
parentheses before items in the form of notification set out in (a)(5) of this section; do 20
not include the numbers or parentheses in the notification; the numbers and 21
parentheses are used only for the purpose of these instructions; 22
(2) include and complete item (1) of the form only if there is a debtor 23
that is not an addressee of the notification and list the name or names; 24
(3) include and complete either item (2) of the form, if the notification 25
relates to a public disposition of the collateral, or item (3) of the form, if the 26
notification relates to a private disposition of the collateral; if item (2) of the form is 27
included, include the words "to the highest qualified bidder" only if applicable; 28
(4) include and complete items (4) and (6) of the form; 29
(5) include and complete item (5) of the form only if the sender will 30
charge the recipient for an accounting. 31
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* Sec. 164. AS 45.29.614 is repealed and reenacted to read: 1
Sec. 45.29.614. Contents and form of notification before disposition of 2
collateral in consumer goods transaction. (a) In a consumer goods transaction, the 3
following rules apply: 4
(1) a notification of disposition must provide the following 5
information: 6
(A) the information specified in AS 45.29.613(a)(1); 7
(B) a description of any liability for a deficiency of the person 8
to which the notification is sent; 9
(C) a telephone number from which the amount that must be 10
paid to the secured party to redeem the collateral under AS 45.29.623 is 11
available; and 12
(D) a telephone number or mailing address from which 13
additional information concerning the disposition and the obligation secured is 14
available; 15
(2) a particular phrasing of the notification is not required; 16
(3) the following form of notification, when completed in accordance 17
with the instructions in (b) of this section, provides sufficient information: 18
(Name and address of secured party) 19
(Date) 20
NOTICE OF OUR PLAN TO SELL PROPERTY 21
(Name and address of any obligor who is also a debtor) 22
Subject: (Identify transaction) 23
We have your (describe collateral), because you broke promises in our 24
agreement. 25
(1) We will sell (describe collateral) at public sale. A sale could 26
include a lease or license. The sale will be held as follows: 27
(Date) 28
(Time) 29
(Place) 30
You may attend the sale and bring bidders if you want. 31
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(2) We will sell (describe collateral) at private sale sometime after 1
(date). A sale could include a lease or license. 2
(3) The money that we get from the sale, after paying our costs, 3
will reduce the amount you owe. If we get less money than you 4
owe, you (will or will not, as applicable) still owe us the 5
difference. If we get more money than you owe, you will get the 6
extra money, unless we must pay it to someone else. 7
(4) You can get the property back at any time before we sell it by 8
paying us the full amount you owe, not just the past due 9
payments, including our expenses. To learn the exact amount 10
you must pay, call us at (telephone number). 11
(5) If you want us to explain to you in (writing) (writing or in 12
(description of electronic record)) (description of electronic 13
record) how we have figured the amount that you owe us, (6) 14
call us at (telephone number) (or) (write us at (secured party's 15
address)) (or contact us by (description of electronic 16
communication method)) (7) and request (a written explanation) 17
(a written explanation or an explanation in (description of 18
electronic record)) (an explanation in (description of electronic 19
record)). 20
(8) We will charge you $ (amount) for the explanation if we sent 21
you another written explanation of the amount you owe us 22
within the last six months. 23
(9) If you need more information about the sale (call us at 24
(telephone number)) (or) (write us at (secured party's address)) 25
(or contact us by (description of electronic communication 26
method)). 27
(10) We are sending this notice to the following other people who 28
have an interest in (describe collateral) or who owe money 29
under your agreement: 30
(Names of all other debtors and obligors, if any) 31
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[End of Form] 1
(4) a notification in the form set out in (3) of this subsection is 2
sufficient even if additional information appears at the end of the form; 3
(5) a notification in the form set out in (3) of this subsection is 4
sufficient even if it includes errors in information not required by (1) of this subsection 5
unless the error is misleading with respect to rights arising under this chapter; 6
(6) if a notification under this section is not in the form set out in (3) of 7
this subsection, law other than this chapter determines the effect of including 8
information not required by (1) of this subsection. 9
(b) The following instructions apply to the form of notification set out in 10
(a)(3) of this section: 11
(1) the instructions in this subsection refer to the numbers in 12
parentheses before items in the form of notification set out in (a)(3) of this section; do 13
not include the numbers or parentheses in the notification; the numbers and 14
parentheses are used only for the purpose of these instructions; 15
(2) include and complete either item (1) of the form, if the notification 16
relates to a public disposition of the collateral, or item (2) of the form, if the 17
notification relates to a private disposition of the collateral; 18
(3) include and complete items (3) - (7) of the form; 19
(4) in item (5) of the form, include and complete any one of the three 20
alternative methods for the explanation: writing, writing or electronic record, or 21
electronic record; 22
(5) in item (6) of the form, include the telephone number; in addition, 23
the sender may include and complete either or both of the two additional alternative 24
methods of communication, writing or electronic communication, for the recipient of 25
the notification to communicate with the sender; neither of the two additional methods 26
of communication is required to be included; 27
(6) in item (7) of the form, include and complete the method or 28
methods for the explanation, writing, writing or electronic record, or electronic record, 29
included in item (5) of the form; 30
(7) include and complete item (8) of the form only if a written 31
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explanation is included in item (5) of the form as a method for communicating the 1
explanation and the sender will charge the recipient for another written explanation; 2
(8) in item (9) of the form, include either the telephone number or the 3
address or both the telephone number and the address; in addition, the sender may 4
include and complete the additional method of communication, electronic 5
communication, for the recipient of the notification to communicate with the sender; 6
the additional method of electronic communication is not required to be included; 7
(9) if item (10) of the form does not apply, insert "None" after 8
"agreement." 9
* Sec. 165. AS 45.29.615(a) is amended to read: 10
(a) A secured party shall apply or pay over for application the cash proceeds 11
of disposition under AS 45.29.610 in the following order: 12
(1) the reasonable expenses of retaking, holding, preparing for 13
disposition, processing, and disposing and, to the extent provided for by agreement 14
and not prohibited by law, reasonable attorney fees and legal expenses incurred by the 15
secured party; 16
(2) the satisfaction of obligations secured by the security interest or 17
agricultural lien under which the disposition is made; 18
(3) the satisfaction of obligations secured by any subordinate security 19
interest in or other subordinate lien on the collateral if 20
(A) the secured party receives from the holder of the 21
subordinate security interest or other lien a signed [AN AUTHENTICATED] 22
demand for proceeds before distribution of the proceeds is completed; and 23
(B) in a case in which a consignor has an interest in the 24
collateral, the subordinate security interest or other lien is senior to the interest 25
of the consignor; and 26
(4) a secured party that is a consignor of the collateral if the secured 27
party receives from the consignor a signed [AN AUTHENTICATED] demand for 28
proceeds before distribution of the proceeds is completed. 29
* Sec. 166. AS 45.29.616(a) is amended to read: 30
(a) In this section, 31
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(1) "explanation" means a record [WRITING] that 1
(A) states the amount of the surplus or deficiency; 2
(B) provides an explanation in accordance with (c) of this 3
section of how the secured party calculated the surplus or deficiency; 4
(C) states, if applicable, that future debits, credits, charges, 5
including additional credit service charges or interest, rebates, and expenses 6
may affect the amount of the surplus or deficiency; and 7
(D) provides a telephone number or mailing address from 8
which additional information concerning the transaction is available; 9
(2) "request" means a record 10
(A) signed [AUTHENTICATED] by a debtor or consumer 11
obligor; 12
(B) requesting that the recipient provide an explanation; and 13
(C) sent after disposition of the collateral under AS 45.29.610. 14
* Sec. 167. AS 45.29.616(b) is amended to read: 15
(b) In a consumer goods transaction in which the debtor is entitled to a surplus 16
or a consumer obligor is liable for a deficiency under AS 45.29.615, the secured party 17
shall 18
(1) send an explanation to the debtor or consumer obligor, as 19
applicable, after the disposition and 20
(A) before or when the secured party accounts to the debtor and 21
pays any surplus or first makes [WRITTEN] demand in a record on the 22
consumer obligor after the disposition for payment of the deficiency; and 23
(B) within 14 days after receipt of a request; or 24
(2) in the case of a consumer obligor who is liable for a deficiency, 25
within 14 days after receipt of a request, send to the consumer obligor a record 26
waiving the secured party's right to a deficiency. 27
* Sec. 168. AS 45.29.616(c) is amended to read: 28
(c) To comply with (a)(1)(B) of this section, an explanation [A WRITING] 29
must provide the following information in the following order: 30
(1) the aggregate amount of obligations secured by the security interest 31
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under which the disposition was made, and, if the amount reflects a rebate of unearned 1
interest or credit service charge, an indication of that fact, calculated as of a specified 2
date 3
(A) if the secured party takes or receives possession of the 4
collateral after default, not more than 35 days before the secured party takes or 5
receives possession; or 6
(B) if the secured party takes or receives possession of the 7
collateral before default or does not take possession of the collateral, not more 8
than 35 days before the disposition; 9
(2) the amount of proceeds of the disposition; 10
(3) the aggregate amount of the obligations after deducting the amount 11
of proceeds; 12
(4) the amount, in the aggregate or by type, and types of expenses, 13
including expenses of retaking, holding, preparing for disposition, processing, and 14
disposing of the collateral, and attorney fees secured by the collateral that are known 15
to the secured party and relate to the current disposition; 16
(5) the amount, in the aggregate or by type, and types of credits, 17
including rebates of interest or credit service charges, to which the obligor is known to 18
be entitled and that are not reflected in the amount in (1) of this subsection; and 19
(6) the amount of the surplus or deficiency. 20
* Sec. 169. AS 45.29.619(a) is amended to read: 21
(a) In this section, "transfer statement" means a record signed 22
[AUTHENTICATED] by a secured party stating 23
(1) that the debtor has defaulted in connection with an obligation 24
secured by specified collateral; 25
(2) that the secured party has exercised its post-default remedies with 26
respect to the collateral; 27
(3) that, by reason of the exercise, a transferee has acquired the rights 28
of the debtor in the collateral; and 29
(4) the name and mailing address of the secured party, debtor, and 30
transferee. 31
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* Sec. 170. AS 45.29.620(a) is amended to read: 1
(a) Except as otherwise provided in (g) of this section, a secured party may 2
accept collateral in full or partial satisfaction of the obligation it secures only if 3
(1) the debtor consents to the acceptance under (c) of this section; 4
(2) the secured party does not receive, within the time set out in (d) of 5
this section, a notification of objection to the proposal signed [AUTHENTICATED] 6
by 7
(A) a person to which the secured party was required to send a 8
proposal under AS 45.29.621; or 9
(B) any other person, other than the debtor, holding an interest 10
in the collateral subordinate to the security interest that is the subject of the 11
proposal; 12
(3) if the collateral is consumer goods, the collateral is not in the 13
possession of the debtor when the debtor consents to the acceptance; and 14
(4) the provisions of (e) of this section do not require the secured party 15
to dispose of the collateral or the debtor waives the requirement under AS 45.29.624. 16
* Sec. 171. AS 45.29.620(b) is amended to read: 17
(b) A purported or apparent acceptance of collateral under this section is 18
ineffective unless 19
(1) the secured party consents to the acceptance in a signed [AN 20
AUTHENTICATED] record or sends a proposal to the debtor; and 21
(2) the conditions of (a) of this section are met. 22
* Sec. 172. AS 45.29.620(c) is amended to read: 23
(c) For purposes of this section, a debtor consents to an acceptance of 24
collateral 25
(1) in partial satisfaction of the obligation it secures only if the debtor 26
agrees to the terms of the acceptance in a record signed [AUTHENTICATED] after 27
default; and 28
(2) in full satisfaction of the obligation it secures only if the debtor 29
agrees to the terms of the acceptance in a record signed [AUTHENTICATED] after 30
default or the secured party 31
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(A) sends to the debtor after default a proposal that is 1
unconditional or subject only to a condition that collateral not in the possession 2
of the secured party be preserved or maintained; 3
(B) in the proposal, proposes to accept collateral in full 4
satisfaction of the obligation it secures; and 5
(C) does not receive a notification of objection signed 6
[AUTHENTICATED] by the debtor within 20 days after the proposal is sent. 7
* Sec. 173. AS 45.29.620(f) is amended to read: 8
(f) To comply with (e) of this section, the secured party shall dispose of the 9
collateral within 10
(1) 90 days after taking possession; or 11
(2) any longer period to which the debtor and all secondary obligors 12
have agreed in an agreement to that effect entered into and signed 13
[AUTHENTICATED] after default. 14
* Sec. 174. AS 45.29.621(a) is amended to read: 15
(a) A secured party who desires to accept collateral in full or partial 16
satisfaction of the obligation it secures shall send its proposal to 17
(1) any person from which the secured party has received, before the 18
debtor consented to the acceptance, a signed [AN AUTHENTICATED] notification 19
of a claim of an interest in the collateral; 20
(2) any other secured party or lienholder who, 10 days before the 21
debtor consented to the acceptance, held a security interest in or other lien on the 22
collateral perfected by the filing of a financing statement that 23
(A) identified the collateral; 24
(B) was indexed under the debtor's name as of that date; and 25
(C) was filed in the office or offices in which to file a financing 26
statement against the debtor covering the collateral as of that date; and 27
(3) any other secured party who, 10 days before the debtor consented 28
to the acceptance, held a security interest in the collateral perfected by compliance 29
with a statute, regulation, or treaty described in AS 45.29.311(a). 30
* Sec. 175. AS 45.29.624 is amended to read: 31
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Sec. 45.29.624. Waiver. (a) A debtor or secondary obligor may waive the right 1
to notification of disposition of collateral under AS 45.29.611 only by an agreement to 2
that effect entered into and signed [AUTHENTICATED] after default. 3
(b) A debtor may waive the right to require disposition of collateral under 4
AS 45.29.620(e) only by an agreement to that effect entered into and signed 5
[AUTHENTICATED] after default. 6
(c) Except in a consumer goods transaction, a debtor or secondary obligor may 7
waive the right to redeem collateral under AS 45.29.623 only by an agreement to that 8
effect entered into and signed [AUTHENTICATED] after default. 9
* Sec. 176. AS 45.29.628(a) is amended to read: 10
(a) Subject to (f) of this section, unless [UNLESS] a secured party knows 11
that a person is a debtor or obligor, knows the identity of the person, and knows how 12
to communicate with the person, 13
(1) the secured party is not liable to the person, or to a secured party or 14
lienholder that has filed a financing statement against the person, for failure to comply 15
with this chapter; and 16
(2) the secured party's failure to comply with this chapter does not 17
affect the liability of the person for a deficiency. 18
* Sec. 177. AS 45.29.628(b) is amended to read: 19
(b) Subject to (f) of this section, a [A] secured party is not liable because of 20
its status as secured party 21
(1) to a person who is a debtor or obligor unless the secured party 22
knows 23
(A) that the person is a debtor or obligor; 24
(B) the identity of the person; and 25
(C) how to communicate with the person; or 26
(2) to a secured party or lienholder that has filed a financing statement 27
against a person unless the secured party knows 28
(A) that the person is a debtor; and 29
(B) the identity of the person. 30
* Sec. 178. AS 45.29.628 is amended by adding a new subsection to read: 31
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(f) Subsections (a) and (b) of this section do not apply to limit the liability of a 1
secured party to a person if, at the time the secured party obtains control of collateral 2
that is a controllable account, controllable electronic record, or controllable payment 3
intangible or at the time the security interest attaches to the collateral, whichever is 4
later, 5
(1) the person is a debtor or obligor; and 6
(2) the secured party knows that the information specified in (b)(1)(A), 7
(B), or (C) of this section relating to the person is not provided by the collateral, a 8
record attached to or logically associated with the collateral, or the system in which 9
the collateral is recorded. 10
* Sec. 179. AS 45.29.705(d) is amended to read: 11
(d) The filing of a continuation statement on or after July 1, 2001, does not 12
continue the effectiveness of the financing statement filed before July 1, 2001. 13
However, upon the timely filing of a continuation statement on or after July 1, 2001, 14
and in accordance with the law of the jurisdiction governing perfection as provided in 15
AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342], the effectiveness of a financing 16
statement filed in the same office in that jurisdiction before July 1, 2001, continues for 17
the period provided by the law of that jurisdiction. 18
* Sec. 180. AS 45.29.705(e) is amended to read: 19
(e) The provisions of (c)(2) of this section apply to a financing statement that, 20
before July 1, 2001, is filed against a transmitting utility and satisfies the applicable 21
requirements for perfection under the law of the jurisdiction governing perfection as 22
provided in former AS 45.09.103 only to the extent that AS 45.29.301 - 45.29.346 23
[AS 45.29.301 - 45.29.342] provides that the law of a jurisdiction other than the 24
jurisdiction in which the financing statement is filed governs perfection of a security 25
interest in collateral covered by the financing statement. 26
* Sec. 181. AS 45.29.707(a) is amended to read: 27
(a) On or after July 1, 2001, a person may add or delete collateral covered by, 28
continue or terminate the effectiveness of, or otherwise amend the information 29
provided in, a pre-effective date financing statement only in accordance with the law 30
of the jurisdiction governing perfection as provided in AS 45.29.301 - 45.29.346 31
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[AS 45.29.301 - 45.29.342]. However, the effectiveness of a pre-effective date 1
financing statement also may be terminated in accordance with the law of the 2
jurisdiction in which the financing statement is filed. 3
* Sec. 182. AS 45.29.707(d) is amended to read: 4
(d) Whether or not the law of this state governs perfection of a security 5
interest, the effectiveness of a pre-effective date financing statement filed in this state 6
may be terminated on or after July 1, 2001, by filing a termination statement in the 7
office in which the pre-effective date financing statement is filed, unless an initial 8
financing statement that satisfies AS 45.29.706(c) has been filed in the office specified 9
by the law of the jurisdiction governing perfection as provided in AS 45.29.301 - 10
45.29.346 [AS 45.29.301 - 45.29.342] as the office in which to file a financing 11
statement. 12
* Sec. 183. AS 45 is amended by adding a new chapter to read: 13
Chapter 36. Controllable Electronic Records. 14
Article 1. General Provisions. 15
Sec. 45.36.101. Short title. This chapter may be cited as Uniform Commercial 16
Code - Controllable Electronic Records. 17
Sec. 45.36.102. Definitions. (a) In this chapter, 18
(1) "account debtor" has the meaning given in AS 45.29.102(a); 19
(2) "chattel paper" has the meaning given in AS 45.29.102(a); 20
(3) "controllable account" has the meaning given in AS 45.29.102(a); 21
(4) "controllable electronic record" means a record stored in an 22
electronic medium that can be subjected to control under AS 45.36.105; "controllable 23
electronic record" does not include a controllable account, a controllable payment 24
intangible, a deposit account, an electronic copy of a record evidencing chattel paper, 25
an electronic document of title, electronic money, investment property, or a 26
transferable record; 27
(5) "controllable payment intangible" has the meaning given in 28
AS 45.29.102(a); 29
(6) "deposit account" has the meaning given in AS 45.29.102(a); 30
(7) "electronic money" has the meaning given in AS 45.29.102(a); 31
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(8) "investment property" has the meaning given in AS 45.29.102(a); 1
(9) "qualifying purchaser" means a purchaser of a controllable 2
electronic record or an interest in a controllable electronic record that obtains control 3
of the controllable electronic record for value, in good faith, and without notice of a 4
claim of a property right in the controllable electronic record; 5
(10) "transferable record" has the meaning given in 6
(A) 15 U.S.C. 7021(a)(1) (Electronic Signatures in Global and 7
National Commerce Act); or 8
(B) AS 09.80.130(f); 9
(11) "value" has the meaning given in AS 45.03.303(a), as if 10
references in that subsection to an "instrument" were references to a controllable 11
account, controllable electronic record, or controllable payment intangible. 12
(b) AS 45.01 contains general definitions and principles of construction and 13
interpretation applicable throughout this chapter. 14
Sec. 45.36.103. Relation to AS 45.29 and consumer laws. (a) If there is 15
conflict between this chapter and AS 45.29, AS 45.29 governs. 16
(b) A transaction subject to this chapter is subject to 17
(1) an applicable rule of law that establishes a different rule for 18
consumers; 19
(2) another statute or regulation that regulates the rates, charges, 20
agreements, and practice for loans, credit sales, or other extensions of credit; 21
and 22
(3) consumer protection statutes or regulations. 23
Sec. 45.36.104. Rights in controllable account, controllable electronic 24
record, and controllable payment intangible. (a) This section applies to the 25
acquisition and purchase of rights in a controllable account or controllable payment 26
intangible, including the rights and benefits specified in (c) - (e), (g), and (h) of this 27
section of a purchaser and qualifying purchaser, in the same manner this section 28
applies to a controllable electronic record. 29
(b) To determine whether a purchaser of a controllable account or a 30
controllable payment intangible is a qualifying purchaser, the purchaser obtains 31
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control of the account or payment intangible if it obtains control of the controllable 1
electronic record that evidences the account or payment intangible. 2
(c) Except as provided in this section, law other than this chapter determines 3
whether a person acquires a right in a controllable electronic record and the right the 4
person acquires. 5
(d) A purchaser of a controllable electronic record acquires all rights in the 6
controllable electronic record that the transferor had or had power to transfer, except 7
that a purchaser of a limited interest in a controllable electronic record acquires rights 8
only to the extent of the interest purchased. 9
(e) A qualifying purchaser acquires its rights in the controllable electronic 10
record free of a claim of a property right in the controllable electronic record. 11
(f) Except as provided in (a) and (e) of this section for a controllable account 12
and a controllable payment intangible or law other than this chapter, a qualifying 13
purchaser takes a right to payment, right to performance, or other interest in property 14
evidenced by the controllable electronic record subject to a claim of a property right in 15
the right to payment, right to performance, or other interest in property. 16
(g) An action may not be asserted against a qualifying purchaser based on 17
both a purchase by the qualifying purchaser of a controllable electronic record and a 18
claim of a property right in another controllable electronic record, whether the action 19
is framed in conversion, replevin, constructive trust, equitable lien, or other theory. 20
(h) Filing of a financing statement under AS 45.29 is not notice of a claim of a 21
property right in a controllable electronic record. 22
Sec. 45.36.105. Control of controllable electronic record. (a) A person has 23
control of a controllable electronic record if the electronic record, a record attached to 24
or logically associated with the electronic record, or a system in which the electronic 25
record is recorded 26
(1) gives the person 27
(A) power to avail itself of substantially all the benefit from the 28
electronic record; and 29
(B) exclusive power, subject to (b) of this section, to 30
(i) prevent others from availing themselves of 31
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substantially all the benefit from the electronic record; and 1
(ii) transfer control of the electronic record to another 2
person or cause another person to obtain control of another controllable 3
electronic record as a result of the transfer of the electronic record; and 4
(2) enables the person readily to identify itself in any way, including 5
by name, identifying number, cryptographic key, office, or account number, as having 6
the powers specified in (1) of this subsection. 7
(b) Subject to (c) of this section, a power is exclusive under (a)(1)(B)(i) and 8
(ii) of this section even if 9
(1) the controllable electronic record, a record attached to or logically 10
associated with the electronic record, or a system in which the electronic record is 11
recorded limits the use of the electronic record or has a protocol programmed to cause 12
a change, including a transfer or loss of control or a modification of benefits afforded 13
by the electronic record; or 14
(2) the power is shared with another person. 15
(c) A power of a person is not shared with another person under (b)(2) of this 16
section and the person's power is not exclusive if 17
(1) the person can exercise the power only if the power also is 18
exercised by the other person; and 19
(2) the other person 20
(A) can exercise the power without exercise of the power by 21
the person; or 22
(B) is the transferor to the person of an interest in the 23
controllable electronic record or a controllable account or controllable payment 24
intangible evidenced by the controllable electronic record. 25
(d) If a person has the powers specified in (a)(1)(B)(i) and (ii) of this section, 26
the powers are presumed to be exclusive. 27
(e) A person has control of a controllable electronic record if another person, 28
other than the transferor to the person of an interest in the controllable electronic 29
record or a controllable account or controllable payment intangible evidenced by the 30
controllable electronic record 31
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(1) has control of the electronic record and acknowledges that it has 1
control on behalf of the person; or 2
(2) obtains control of the electronic record after having acknowledged 3
that it will obtain control of the electronic record on behalf of the person. 4
(f) A person that has control under this section is not required to acknowledge 5
that it has control on behalf of another person. 6
(g) If a person acknowledges that it has or will obtain control on behalf of 7
another person, unless the person otherwise agrees or law other than this chapter or 8
AS 45.29 otherwise provides, the person does not owe a duty to the other person and 9
is not required to confirm the acknowledgment to another person. 10
Sec. 45.36.106. Discharge of account debtor on controllable account or 11
controllable payment intangible. (a) An account debtor on a controllable account or 12
controllable payment intangible may discharge its obligation by paying 13
(1) the person having control of the controllable electronic record that 14
evidences the controllable account or controllable payment intangible; or 15
(2) except as provided in (b) of this section, a person that formerly had 16
control of the controllable electronic record. 17
(b) Subject to (d) of this section, the account debtor may not discharge its 18
obligation by paying a person that formerly had control of the controllable electronic 19
record if the account debtor receives a notification that 20
(1) is signed by a person that formerly had control or the person to 21
which control was transferred; 22
(2) reasonably identifies the controllable account or controllable 23
payment intangible; 24
(3) notifies the account debtor that control of the controllable 25
electronic record that evidences the controllable account or controllable payment 26
intangible was transferred; 27
(4) identifies the transferee, in any reasonable way, including by name, 28
identifying number, cryptographic key, office, or account number; and 29
(5) provides a commercially reasonable method by which the account 30
debtor is to pay the transferee. 31
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(c) After receipt of a notification that complies with (b) of this section, the 1
account debtor may discharge its obligation by paying in accordance with the 2
notification and may not discharge the obligation by paying a person that formerly had 3
control. 4
(d) Subject to (h) of this section, notification is ineffective under (b) of this 5
section 6
(1) unless, before the notification is sent, the account debtor and the 7
person that, at that time, had control of the controllable electronic record that 8
evidences the controllable account or controllable payment intangible agree in a 9
signed record to a commercially reasonable method by which a person may furnish 10
reasonable proof that control has been transferred; 11
(2) to the extent an agreement between the account debtor and seller of 12
a payment intangible limits the account debtor's duty to pay a person other than the 13
seller and the limitation is effective under law other than this chapter; or 14
(3) at the option of the account debtor, if the notification notifies the 15
account debtor to 16
(A) divide a payment; 17
(B) make less than the full amount of an installment or other 18
periodic payment; or 19
(C) pay a part of a payment by more than one method or to 20
more than one person. 21
(e) Subject to (h) of this section, if requested by the account debtor, the person 22
giving the notification under (b) of this section seasonably shall furnish reasonable 23
proof, using the method in the agreement referred to in (d)(1) of this section, that 24
control of the controllable electronic record has been transferred. Unless the person 25
complies with the request, the account debtor may discharge its obligation by paying a 26
person that formerly had control, even if the account debtor has received a notification 27
under (b) of this section. 28
(f) A person furnishes reasonable proof under (e) of this section that control 29
has been transferred if the person demonstrates, using the method in the agreement 30
referred to in (d)(1) of this section, that the transferee has the power to 31
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(1) avail itself of substantially all the benefit from the controllable 1
electronic record; 2
(2) prevent others from availing themselves of substantially all the 3
benefit from the controllable electronic record; and 4
(3) transfer the powers specified in (1) and (2) of this subsection to 5
another person. 6
(g) Subject to (h) of this section, an account debtor may not waive or vary its 7
rights specified in (d)(1) and (e) of this section or its option specified in (d)(3) of this 8
section. 9
(h) This section is subject to law other than this chapter that establishes a 10
different rule for an account debtor who is an individual and who incurred the 11
obligation primarily for personal, family, or household purposes. 12
Sec. 45.36.107. Governing law. (a) Except as provided in (b) of this section, 13
the local law of a controllable electronic record's jurisdiction governs a matter covered 14
by this chapter. 15
(b) For a controllable electronic record that evidences a controllable account 16
or controllable payment intangible, the local law of the controllable electronic record's 17
jurisdiction governs a matter covered by AS 45.36.106 unless an effective agreement 18
determines that the local law of another jurisdiction governs. 19
(c) The following rules determine a controllable electronic record's 20
jurisdiction under this section: 21
(1) if the controllable electronic record, or a record attached to or 22
logically associated with the controllable electronic record and readily available for 23
review, expressly provides that a particular jurisdiction is the controllable electronic 24
record's jurisdiction for purposes of this chapter or the code, that jurisdiction is the 25
controllable electronic record's jurisdiction; 26
(2) if (1) of this subsection does not apply and the rules of the system 27
in which the controllable electronic record is recorded are readily available for review 28
and expressly provide that a particular jurisdiction is the controllable electronic 29
record's jurisdiction for purposes of this chapter or the code, that jurisdiction is the 30
controllable electronic record's jurisdiction; 31
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(3) if (1) and (2) of this subsection do not apply and the controllable 1
electronic record, or a record attached to or logically associated with the controllable 2
electronic record and readily available for review, expressly provides that the 3
controllable electronic record is governed by the law of a particular jurisdiction, that 4
jurisdiction is the controllable electronic record's jurisdiction; 5
(4) if (1), (2), and (3) of this subsection do not apply and the rules of 6
the system in which the controllable electronic record is recorded are readily available 7
for review and expressly provide that the controllable electronic record or the system 8
is governed by the law of a particular jurisdiction, that jurisdiction is the controllable 9
electronic record's jurisdiction; 10
(5) if (1) - (4) of this subsection do not apply, the controllable 11
electronic record's jurisdiction is the District of Columbia. 12
(d) If (c)(5) of this section applies and Article 12 is not in effect in the District 13
of Columbia without material modification, the governing law for a matter covered by 14
this chapter is the law of the District of Columbia as though Article 12 were in effect 15
in the District of Columbia without material modification. In this subsection, "Article 16
12" means Article 12 of the Uniform Commercial Code Amendments (2022). 17
(e) To the extent (a) and (b) of this section provide that the local law of the 18
controllable electronic record's jurisdiction governs a matter covered by this chapter, 19
that law governs even if the matter or a transaction to which the matter relates does not 20
bear any relation to the controllable electronic record's jurisdiction. 21
(f) The rights acquired under AS 45.36.104 by a purchaser or qualifying 22
purchaser are governed by the law applicable under this section at the time of 23
purchase. 24
Article 2. Transitional Provisions. 25
Sec. 45.36.201. Short title. AS 45.36.201 - 45.36.209 may be cited as 26
Transitional Provisions for Uniform Commercial Code Amendments (2022). 27
Sec. 45.36.202. Definition. In AS 45.36.201 - 45.36.209, "financing 28
statement" has the meaning given in AS 45.29.102(a). 29
Sec. 45.36.203. Saving clause. Except as provided in AS 45.36.204 - 30
45.36.209, a transaction validly entered into before the effective date of this Act and 31
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the rights, duties, and interests flowing from the transaction remain valid thereafter 1
and may be terminated, completed, consummated, or enforced as required or permitted 2
by law other than the code or, if applicable, the code, as though secs. 1 - 143, sec. 146, 3
AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150, 4
and secs. 151 - 188 of this Act had not taken effect. 5
Sec. 45.36.204. Saving clause for AS 45.29 and AS 45.36. (a) Except as 6
provided in AS 45.36.204 - 45.36.209, AS 45.29, as that chapter read on the effective 7
date of this Act, and this chapter apply to a transaction, lien, or other interest in 8
property, even if the transaction, lien, or interest was entered into, created, or acquired 9
before the effective date of this Act. 10
(b) Except as provided in (c) of this section and AS 45.36.205 - 45.36.209, 11
(1) a transaction, lien, or interest in property that was validly entered 12
into, created, or transferred before the effective date of this Act and was not governed 13
by the code, but would be subject to AS 45.29, as that chapter read on the effective 14
date of this Act, or this chapter if it had been entered into, created, or transferred on or 15
after the effective date of this Act, including the rights, duties, and interests flowing 16
from the transaction, lien, or interest, remains valid on and after the effective date of 17
this Act; and 18
(2) the transaction, lien, or interest may be terminated, completed, 19
consummated, and enforced as required or permitted by secs. 1 - 143, sec. 146, 20
AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150, 21
and secs. 151 - 188 of this Act or by the law that would apply if secs. 1 - 143, sec. 146, 22
AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150, 23
and secs. 151 - 188 of this Act had not taken effect. 24
(c) Sections 1 - 143, sec. 146, AS 45.29.406(l) and (m), enacted by sec. 147, 25
AS 45.29.408(g), enacted by sec. 150, and secs. 151 - 188 of this Act do not affect an 26
action, case, or proceeding commenced before the effective date of this Act. 27
Sec. 45.36.205. Security interest perfected before effective date. (a) A 28
security interest that is enforceable and perfected immediately before the effective date 29
of this Act is a perfected security interest under secs. 1 - 143, sec. 146, 30
AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150, 31
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and secs. 151 - 188 of this Act if, on the effective date of this Act, the requirements for 1
enforceability and perfection under secs. 1 - 143, sec. 146, AS 45.29.406(l) and (m), 2
enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150, and secs. 151 - 188 of this 3
Act are satisfied without further action. 4
(b) If a security interest is enforceable and perfected immediately before the 5
effective date of this Act, but the requirements for enforceability or perfection under 6
secs. 1 - 143, sec. 146, AS 45.29.406(l) and (m), enacted by sec. 147, 7
AS 45.29.408(g), enacted by sec. 150, and secs. 151 - 188 of this Act are not satisfied 8
on the effective date of this Act, the security interest 9
(1) is a perfected security interest until the earlier of the time 10
perfection would have ceased under the law in effect immediately before the effective 11
date or the date one year after the effective date of this Act; 12
(2) remains enforceable thereafter only if the security interest satisfies 13
the requirements for enforceability under AS 45.29.203, as that section read on the 14
effective date of this Act, before the date one year after the effective date of this Act; 15
and 16
(3) remains perfected thereafter only if the requirements for perfection 17
under secs. 1 - 143, sec. 146, AS 45.29.406(l) and (m), enacted by sec. 147, 18
AS 45.29.408(g), enacted by sec. 150, and secs. 151 - 188 of this Act are satisfied 19
before the time specified in (1) of this subsection. 20
Sec. 45.36.206. Security interest unperfected before effective date. A 21
security interest that is enforceable immediately before the effective date of this Act 22
but is unperfected at that time 23
(1) remains an enforceable security interest until the date one year after 24
the effective date of this Act; 25
(2) remains enforceable thereafter if the security interest becomes 26
enforceable under AS 45.29.203, as that section read on the effective date of this Act, 27
on the effective date or before the date one year after the effective date of this Act; and 28
(3) becomes perfected 29
(A) without further action, on the effective date of this Act if 30
the requirements for perfection under secs. 1 - 143, sec. 146, AS 45.29.406(l) 31
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and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150, and secs. 1
151 - 188 of this Act are satisfied before or at that time; or 2
(B) when the requirements for perfection are satisfied if the 3
requirements are satisfied after that time. 4
Sec. 45.36.207. Effectiveness of actions taken before effective date. (a) If 5
action, other than the filing of a financing statement, is taken before the effective date 6
of this Act and the action would have resulted in perfection of the security interest had 7
the security interest become enforceable before the effective date of this Act, the 8
action is effective to perfect a security interest that attaches under secs. 1 - 143, sec. 9
146, AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 10
150, and secs. 151 - 188 of this Act before the date one year after the effective date of 11
this Act. An attached security interest becomes unperfected on the date one year after 12
the effective date of this Act unless the security interest becomes a perfected security 13
interest under secs. 1 - 143, sec. 146, AS 45.29.406(l) and (m), enacted by sec. 147, 14
AS 45.29.408(g), enacted by sec. 150, and secs. 151 - 188 of this Act before the date 15
one year after the effective date of this Act. 16
(b) The filing of a financing statement before the effective date of this Act is 17
effective to perfect a security interest on the effective date of this Act to the extent the 18
filing would satisfy the requirements for perfection under secs. 1 - 143, sec. 146, 19
AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150, 20
and secs. 151 - 188 of this Act. 21
(c) The taking of an action before the effective date of this Act is sufficient for 22
the enforceability of a security interest on the effective date of this Act if the action 23
would satisfy the requirements for enforceability under secs. 1 - 143, sec. 146, 24
AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150, 25
and secs. 151 - 188 of this Act. 26
Sec. 45.36.208. Priority. (a) Subject to (b) and (c) of this section, secs. 1 - 143, 27
sec. 146, AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by 28
sec. 150, and secs. 151 - 188 of this Act determine the priority of conflicting claims to 29
collateral. 30
(b) Subject to (c) of this section, if the priorities of claims to collateral were 31
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established before the effective date of this Act, AS 45.29, as that chapter read before 1
the effective date of this Act, determines priority. 2
(c) On the date one year after the effective date of this Act, to the extent the 3
priorities determined by AS 45.29, as that chapter read on the effective date of this 4
Act, modify the priorities established before the effective date of this Act, the 5
priorities of claims to controllable accounts, controllable electronic records, 6
controllable payment intangibles, and electronic money established before the 7
effective date of this Act cease to apply. 8
Sec. 45.36.209. Priority of claims when priority rules set out in AS 45.29 9
do not apply. (a) Subject to (b) and (c) of this section, this chapter determines the 10
priority of conflicting claims to controllable accounts, controllable electronic records, 11
or controllable payment intangibles when the priority rules set out in AS 45.29, as that 12
chapter read on the effective date of this Act, do not apply. 13
(b) Subject to (c) of this section, when the priority rules set out in AS 45.29, as 14
that chapter read on the effective date of this Act, do not apply and the priorities of 15
claims to controllable accounts, controllable electronic records, or controllable 16
payment intangibles were established before the effective date of this Act, law other 17
than this chapter determines priority. 18
(c) When the priority rules set out in AS 45.29, as that chapter read on the 19
effective date of this Act, do not apply, to the extent the priorities determined by secs. 20
1 - 143, sec. 146, AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), 21
enacted by sec. 150, and secs. 151 - 188 of this Act modify the priorities established 22
before the effective date of this Act, the priorities of claims to controllable accounts, 23
controllable electronic records, or controllable payment intangibles established before 24
the effective date of this Act cease to apply on the date one year after the effective date 25
of this Act. 26
* Sec. 184. AS 45.50.541(a) is amended to read: 27
(a) If a contract for sale or lease of consumer goods or services on credit 28
entered into between a retail seller and a retail buyer requires or involves the execution 29
of a promissory note or instrument or other evidence of indebtedness of the buyer, the 30
note, instrument, or evidence of indebtedness shall have printed on its face the words 31
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"consumer paper," and the note, instrument, or evidence of indebtedness with the 1
words "consumer paper" printed on it is not a negotiable instrument, within the 2
meaning of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and 3
AS 45.36 (Uniform Commercial Code). 4
* Sec. 185. AS 45.63.030(a) is amended to read: 5
(a) Notwithstanding AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] 6
AS 45.29, and AS 45.36 (Uniform Commercial Code), a telephone seller shall give 7
the buyer a refund, credit, or replacement, at the option of the buyer, if 8
(1) the property or services purchased are defective, not as represented, 9
or not received as promised by the seller; 10
(2) within seven days after receiving the purchased property, the buyer 11
returns the purchased property and makes a written request for the refund, credit, or 12
replacement; or 13
(3) within seven days after paying for the purchased services and 14
before the services are provided, the buyer makes a written request for the refund or 15
credit. 16
* Sec. 186. AS 45.63.030(c) is amended to read: 17
(c) Notwithstanding AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] 18
AS 45.29, and AS 45.36 (Uniform Commercial Code), a purchase of property from a 19
telephone seller becomes final seven days after receipt of the property, unless the 20
buyer requests a refund, credit, or replacement under (a) of this section, or the 21
telephone seller fails to obtain the contract required by AS 45.63.020. 22
* Sec. 187. AS 45.66.230(b) is amended to read: 23
(b) To the extent of the conflict, the provisions of this chapter govern if a sale 24
of or an offer to sell a business opportunity is regulated by this chapter and by 25
AS 45.63 (solicitations by telephonic means), by AS 45.01 - AS 45.08, AS 45.12, 26
AS 45.14, [AND] AS 45.29, and AS 45.36 (Uniform Commercial Code), or by 27
another law, and it is not possible to comply with or to apply both this chapter and the 28
other law. 29
* Sec. 188. AS 45.03.401(b); AS 45.07.112(a)(10); AS 45.29.102(a)(8), 45.29.102(a)(38), 30
45.29.102(a)(98), and 45.29.102(a)(102) are repealed. 31