UCC: SECURED TRANS.; ELECTRONIC RECORDS

Enrolled SB 252
LAWS OF ALASKA

2026

Source Chapter No.
SB 252 _______

AN ACT

Relating to the Uniform Commercial Code; relating to secured transactions; relating to
controllable accounts, controllable electronic records, and controllable payment intangibles;
relating to sales; relating to negotiable instruments; relating to letters of credit; relating to
warehouse receipts, bills of lading, and other documents of title; relating to investment
securities; relating to leases of goods; and relating to fund transfers.

_______________

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA:

THE ACT FOLLOWS ON PAGE 1

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AN ACT

Relating to the Uniform Commercial Code; relating to secured transactions; relating to 1
controllable accounts, controllable electronic records, and controllable payment intangibles; 2
relating to sales; relating to negotiable instruments; relating to letters of credit; relating to 3
warehouse receipts, bills of lading, and other documents of title; relating to investment 4
securities; relating to leases of goods; and relating to fund transfers. 5
_______________ 6
* Section 1. AS 09.25.060 is amended to read: 7
Sec. 09.25.060. Fraud presumed from retention of possession. Every sale or 8
assignment of personal property unless accompanied by the immediate delivery and the 9
actual and continued change of possession of the thing sold or assigned is presumed 10
prima facie to be a fraud against the creditors of the vendor or assignor, and subsequent 11
purchasers in good faith and for a valuable consideration during the time the property 12

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remains in the possession of the vendor or assignor, except that retention of possession 1
in good faith and current course of trade by a merchant seller for a commercially 2
reasonable time after a sale or identification is not fraudulent, and nothing contained in 3
this section shall supersede the provisions of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, 4
[AND] AS 45.29, and AS 45.36 (Uniform Commercial Code). 5
* Sec. 2. AS 09.25.090 is amended to read: 6
Sec. 09.25.090. Objections to tender. The person to whom a tender is made 7
shall at the time specify any objection the person may have to the money, instrument, 8
or property, or the person waives it. If the objection is to the amount of money, the terms 9
of the instrument, or the amount or kind of property, the person shall specify the amount, 10
terms, or kind that the person requires, or is precluded from objecting later. This section 11
may not be construed to modify or change in any manner corresponding provisions of 12
AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and AS 45.36 (Uniform 13
Commercial Code). 14
* Sec. 3. AS 09.80.190(17) is amended to read: 15
(17) "Uniform Commercial Code" means AS 45.01 - AS 45.08, 16
AS 45.12, AS 45.14, [AND] AS 45.29, and AS 45.36. 17
* Sec. 4. AS 14.42.220(c) is amended to read: 18
(c) Bonds of the corporation, regardless of form or character, are negotiable 19
instruments for all the purposes of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] 20
AS 45.29, and AS 45.36 (Uniform Commercial Code). 21
* Sec. 5. AS 14.42.250 is amended to read: 22
Sec. 14.42.250. Validity of pledge. It is the intention of the legislature that a 23
pledge made in respect to bonds of the corporation shall be valid, perfected, and binding 24
from the time the pledge is made; that the money or property so pledged and thereafter 25
received by the corporation shall immediately be subject to the lien of the pledge without 26
physical delivery or further act; and that the lien of the pledge shall be valid and binding 27
as against all parties having claims of any kind in tort, contract, or otherwise against the 28
corporation irrespective of whether the parties have notice. Neither the resolution, trust 29
agreement, nor other instrument by which a pledge is created need be recorded or filed 30
under the provisions of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, 31

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and AS 45.36 (Uniform Commercial Code) to be valid, perfected, binding, or effective. 1
* Sec. 6. AS 25.27.279 is amended to read: 2
Sec. 25.27.279. Voiding of fraudulent transfers made to avoid payment of 3
child support. In addition to the rights provided in AS 09.25.060, if a transfer of 4
personal or real property is made by an obligor without immediate delivery and the 5
actual continuing change of possession of the property transferred, the transfer of the 6
property is presumed prima facie to be fraud against creditors for child support of the 7
obligor who transferred the property and subsequent purchasers in good faith and for 8
valuable consideration during the time the property remains in the possession of the 9
obligor who made the transfer, except that retention of possession in good faith and 10
current course of trade by a merchant seller for a commercially reasonable time after 11
the sale or identification is not fraudulent. Nothing contained in this section supersedes 12
the provisions of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and 13
AS 45.36 (Uniform Commercial Code). 14
* Sec. 7. AS 28.10.491(a) is amended to read: 15
(a) Upon conviction, a person is guilty of a felony who 16
(1) alters, forges, or counterfeits a certificate of title or registration, or a 17
registration plate, decal, tab, or sticker of this or another jurisdiction; 18
(2) alters or forges an assignment of a certificate of title or an assignment 19
or release of a security interest on a certificate of title of this or another jurisdiction or 20
on a form the department prescribes; 21
(3) has possession of or uses a certificate of title or registration, 22
registration plate, decal, tab, or sticker of this or another jurisdiction knowing it to have 23
been altered, forged, or counterfeited; 24
(4) wilfully removes or falsifies a vehicle identification number; 25
(5) wilfully conceals or misrepresents the identity of a vehicle or vehicle 26
equipment; 27
(6) buys, receives, possesses, sells, or disposes of a vehicle or vehicle 28
equipment, knowing that a vehicle identification number or equipment has been 29
unlawfully removed or falsified; 30
(7) removes from the state a vehicle that is the subject of a security 31

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interest created under AS 28.01 - 28.35 or under AS 45.01 - 45.08, AS 45.12, AS 45.14, 1
[AND] AS 45.29, and AS 45.36 (Uniform Commercial Code) without the written 2
consent of the secured party, and with intent to defraud the secured party or the state; 3
(8) represents a motor vehicle or house trailer to be a new vehicle and 4
who sells or procures the sale of that motor vehicle as a new vehicle without presenting 5
a "manufacturer's statement of origin"; or 6
(9) makes a false statement or otherwise conceals or withholds a material 7
fact in an application for registration or certificate of title or falsely affirms with respect 8
to a matter required to be sworn to, affirmed, or furnished under this chapter or 9
regulations adopted under this chapter; except that a person who with criminal 10
negligence as defined in AS 11.81.900, falsely certifies to the department the existence 11
of a motor vehicle liability insurance policy under AS 28.10.021(a)(2), is guilty of a 12
class A misdemeanor. 13
* Sec. 8. AS 29.35.625(e) is amended to read: 14
(e) All bonds issued under this section, regardless of form or character, are 15
negotiable instruments for all of the purposes of AS 45.01 - AS 45.08, AS 45.12, 16
AS 45.14, [AND] AS 45.29, and AS 45.36 (Uniform Commercial Code). 17
* Sec. 9. AS 29.35.825(e) is amended to read: 18
(e) All bonds issued under this section, regardless of form or character, are 19
negotiable instruments for all the purposes of AS 45.01 - AS 45.08, AS 45.12, 20
AS 45.14, [AND] AS 45.29, and AS 45.36 (Uniform Commercial Code). 21
* Sec. 10. AS 36.30.860 is amended to read: 22
Sec. 36.30.860. Supplementary general principles of law applicable. Unless 23
displaced by the particular provisions of this chapter, the principles of law and equity, 24
including AS 45.01 - AS 45.08, AS 45.12, 45.14, [AND] 45.29, and 45.36 (Uniform 25
Commercial Code), the law merchant, and law relative to capacity to contract, agency, 26
fraud, misrepresentation, duress, coercion, mistake, or bankruptcy shall supplement the 27
provisions of this chapter. 28
* Sec. 11. AS 44.83.100(c) is amended to read: 29
(c) All bonds, regardless of form or character, shall be negotiable instruments 30
for all the purposes of 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 (Uniform Commercial Code). 1
* Sec. 12. AS 44.83.120 is amended to read: 2
Sec. 44.83.120. Validity of pledge. It is the intention of the legislature that a 3
pledge made in respect of bonds is considered perfected and is valid and binding from 4
the time the pledge is made; that the money or property so pledged and thereafter 5
received by the authority shall immediately be subject to the lien of the pledge without 6
physical delivery or further act; and that the lien of the pledge shall be valid and binding 7
as against all parties having claims of any kind in tort, contract, or otherwise against the 8
authority irrespective of whether the parties have notice. Neither the resolution, trust 9
agreement, nor any other instrument by which a pledge is created need be recorded or 10
filed under the provisions of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] 11
AS 45.29, and AS 45.36 (Uniform Commercial Code) to be perfected or to be valid, 12
binding, or effective against the parties. 13
* Sec. 13. AS 44.85.140 is amended to read: 14
Sec. 44.85.140. Negotiability of bonds or notes. Notwithstanding other 15
provisions of law, a bond or note issued under this chapter is fully negotiable for all 16
purposes of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and AS 45.36 17
(Uniform Commercial Code), and a holder or owner of a bond or note, or of a coupon 18
appurtenant to it, by accepting the bond, note, or coupon is conclusively considered to 19
have agreed that the bond, note, or coupon is fully negotiable for all purposes of 20
AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and AS 45.36. 21
* Sec. 14. AS 44.88.090(c) is amended to read: 22
(c) All bonds, regardless of form or character, shall be negotiable instruments 23
for all the purposes of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and 24
AS 45.36 (Uniform Commercial Code). 25
* Sec. 15. AS 45.01.111(a) is amended to read: 26
(a) AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and AS 45.36 27
may be cited as the Uniform Commercial Code. 28
* Sec. 16. AS 45.01.211(b)(10) is amended to read: 29
(10) "code" means AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] 30
AS 45.29, and AS 45.36; 31

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* Sec. 17. AS 45.01.211(b)(11) is amended to read: 1
(11) "conspicuous," with reference to a term, means written, displayed, 2
or presented in a way that, based on the totality of the circumstances, a reasonable 3
person against whom it is to operate ought to have noticed it; whether a term is 4
"conspicuous" or not is a decision for the court; [CONSPICUOUS TERMS INCLUDE 5
(A) A HEADING IN CAPITALS EQUAL TO OR GREATER 6
IN SIZE THAN THE SURROUNDING TEXT, OR IN CONTRASTING 7
TYPE, FONT, OR COLOR TO THE SURROUNDING TEXT OF THE SAME 8
OR LESSER SIZE; AND 9
(B) LANGUAGE IN THE BODY OF A RECORD OR 10
DISPLAY IN LARGER TYPE THAN THE SURROUNDING TEXT, OR IN 11
CONTRASTING TYPE, FONT, OR COLOR TO THE SURROUNDING 12
TEXT OF THE SAME SIZE, OR SET OFF FROM SURROUNDING TEXT 13
OF THE SAME SIZE BY SYMBOLS OR OTHER MARKS THAT CALL 14
ATTENTION TO THE LANGUAGE;] 15
* Sec. 18. AS 45.01.211(b)(16) is amended to read: 16
(16) "delivery," with respect to an electronic document of title, means 17
voluntary transfer of control and, with respect to an instrument, a tangible document of 18
title, or an authoritative tangible copy of a record evidencing chattel paper, means 19
voluntary transfer of possession; 20
* Sec. 19. AS 45.01.211(b)(23) is amended to read: 21
(23) "holder" means the person in 22
(A) possession of a negotiable instrument that is payable either 23
to bearer or to an identified person who is the person in possession; 24
(B) possession of a negotiable tangible document of title if the 25
goods are deliverable either to bearer or to the order of the person in possession; 26
or 27
(C) control, other than under AS 45.07.116(g), of a negotiable 28
electronic document of title; 29
* Sec. 20. AS 45.01.211(b)(26) is amended to read: 30
(26) "money" means a medium of exchange that is currently authorized 31

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or adopted by a domestic or foreign government; "money" [, AND] includes a 1
monetary unit of account established by an intergovernmental organization or by 2
agreement between two or more countries; "money" does not include an electronic 3
record that is a medium of exchange recorded and transferable in a system that 4
existed and operated for the medium of exchange before the medium of exchange 5
was authorized or adopted by the government; 6
* Sec. 21. AS 45.01.211(b)(30) is amended to read: 7
(30) "person" means an individual, corporation, business trust, estate, 8
trust, partnership, limited liability company, association, joint venture, government, 9
governmental subdivision, agency, or instrumentality [, PUBLIC CORPORATION,] or 10
another legal or commercial entity; "person" includes a protected series, however 11
denominated, of an entity if the protected series is established under law other than 12
the code that limits, or limits if conditions specified under the law are satisfied, the 13
ability of a creditor of the entity or of another protected series of the entity to 14
satisfy a claim from assets of the protected series; 15
* Sec. 22. AS 45.01.211(b)(39) is amended to read: 16
(39) "send," in connection with a [WRITING,] record [,] or notification 17
[NOTICE], means 18
(A) to deposit in the mail, [OR] deliver for transmission, or 19
transmit by a usual means of communication, with postage or cost of 20
transmission provided for [AND PROPERLY ADDRESSED AND, IN THE 21
CASE OF AN INSTRUMENT, TO AN ADDRESS SPECIFIED ON THE 22
INSTRUMENT OR OTHERWISE AGREED ON, OR, IF AN ADDRESS IS 23
NOT SPECIFIED ON THE INSTRUMENT OR OTHERWISE AGREED ON], 24
addressed to an address reasonable under the circumstances; or 25
(B) to cause the record or notification to be received within 26
the time the record or notification would have been received if properly sent 27
under (A) of this paragraph [IN ANOTHER WAY TO CAUSE TO BE 28
RECEIVED A RECORD OR NOTICE WITHIN THE TIME IT WOULD 29
HAVE ARRIVED IF PROPERLY SENT]; 30
* Sec. 23. AS 45.01.211(b)(40) is amended to read: 31

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(40) "signed," "signing," and "signature" have corresponding 1
meanings to "sign" [INCLUDES USING A SYMBOL EXECUTED OR ADOPTED 2
WITH PRESENT INTENTION TO ADOPT OR ACCEPT A WRITING]; 3
* Sec. 24. AS 45.01.211(b) is amended by adding new paragraphs to read: 4
(48) "electronic" means relating to technology having electrical, digital, 5
magnetic, wireless, optical, electromagnetic, or similar capabilities; 6
(49) "sign" means, with present intent to authenticate or adopt a record, 7
to 8
(A) execute or adopt a tangible symbol; or 9
(B) attach to or logically associate with the record an electronic 10
symbol, sound, or process. 11
* Sec. 25. AS 45.01.214 is amended to read: 12
Sec. 45.01.214. Value. Except as otherwise provided in AS 45.03, AS 45.04, 13
[AND] AS 45.05, and AS 45.36, a person gives value for rights if the person acquires 14
them 15
(1) in return for a binding commitment to extend credit or for the 16
extension of immediately available credit, whether or not drawn on [UPON] and 17
whether or not a charge-back is provided for in the event of difficulties in collection; 18
(2) as security for, or in total or partial satisfaction of, a preexisting 19
claim; 20
(3) by accepting delivery under a preexisting contract for purchase; or 21
(4) in return for consideration sufficient to support a simple contract. 22
* Sec. 26. AS 45.01.301(c) is amended to read: 23
(c) If one of the following provisions of the code specifies the applicable law, 24
that provision governs, and a contrary agreement is effective only to the extent permitted 25
by the applicable law specified by that provision: 26
(1) AS 45.02.402; 27
(2) AS 45.04.102; 28
(3) AS 45.05.116; 29
(4) AS 45.08.110; 30
(5) AS 45.12.105 and 45.12.106; 31

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(6) AS 45.14.507; 1
(7) AS 45.29.301 - 45.29.307; 2
(8) AS 45.36.107. 3
* Sec. 27. AS 45.01.306 is amended to read: 4
Sec. 45.01.306. Waiver or renunciation of claim or right after breach. A 5
claim or right arising out of an alleged breach may be discharged in whole or in part 6
without consideration by agreement of the aggrieved party in a signed [AN 7
AUTHENTICATED] record. 8
* Sec. 28. AS 45.02.102 is amended to read: 9
Sec. 45.02.102. Scope; certain security and other transactions excluded. 10
Unless the context otherwise requires, and except as provided in (c) of this section, 11
this chapter applies to transactions in goods and, in the case of a hybrid transaction, 12
applies to the extent provided in (b) of this section [; IT DOES NOT APPLY TO A 13
TRANSACTION THAT, ALTHOUGH IN THE FORM OF AN UNCONDITIONAL 14
CONTRACT TO SELL OR PRESENT SALE, IS INTENDED TO OPERATE ONLY 15
AS A SECURITY TRANSACTION, NOR DOES THIS CHAPTER IMPAIR OR 16
REPEAL ANY STATUTE REGULATING SALES TO CONSUMERS, FARMERS, 17
OR OTHER SPECIFIED CLASS OF BUYERS]. 18
* Sec. 29. AS 45.02.102 is amended by adding new subsections to read: 19
(b) In a hybrid transaction, 20
(1) if the sale-of-goods aspects do not predominate, only the provisions 21
of this chapter that relate primarily to the sale-of-goods aspects of the transaction apply, 22
and the provisions that relate primarily to the transaction as a whole do not apply; 23
(2) if the sale-of-goods aspects predominate, this chapter applies to the 24
transaction but does not preclude application in appropriate circumstances of other law 25
to aspects of the transaction that do not relate to the sale of goods. 26
(c) This chapter does not 27
(1) apply to a transaction that, even though in the form of an 28
unconditional contract to sell or present sale, operates only to create a security interest; 29
or 30
(2) impair or repeal a statute regulating sales to consumers, farmers, or 31

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other specified classes of buyers. 1
* Sec. 30. AS 45.02.106 is amended by adding a new subsection to read: 2
(e) "Hybrid transaction" means a single transaction involving a sale of goods 3
and 4
(1) the provision of services; 5
(2) a lease of other goods; or 6
(3) a sale, lease, or license of property other than goods. 7
* Sec. 31. AS 45.02.201(a) is amended to read: 8
(a) Except as otherwise provided in this section, a contract for the sale of goods, 9
including the sale or transfer of a boat or vessel, for the price of $500 or more is not 10
enforceable by action or defense unless there is a record [WRITING] sufficient to 11
indicate that a contract for sale has been made between the parties and signed by the 12
party against whom enforcement is sought or by the party's [AN] authorized agent or 13
broker [OF THAT PARTY]. A record [WRITING] is not insufficient because it omits 14
or incorrectly states a term agreed on [UPON], but the contract is not enforceable under 15
this subsection beyond the quantity of goods shown in the record [SUCH WRITING]. 16
* Sec. 32. AS 45.02.201(b) is amended to read: 17
(b) Between merchants if within a reasonable time a record [WRITING] in 18
confirmation of the contract and sufficient against the sender is received and the party 19
receiving it has reason to know its contents, it satisfies the requirements of (a) of this 20
section against the party unless [WRITTEN] notice in a record of objection to its 21
contents is given within 10 days after it is received. 22
* Sec. 33. AS 45.02.202 is amended to read: 23
Sec. 45.02.202. Final [WRITTEN] expression; parol or extrinsic evidence. 24
Terms with respect to which the confirmatory memoranda of the parties agree, or that 25
are otherwise set out in a record [WRITING] intended by the parties as a final 26
expression of their agreement with respect to the terms included in the writing, may not 27
be contradicted by evidence of a prior agreement or of a contemporaneous oral 28
agreement, but may be explained or supplemented 29
(1) by course of performance, course of dealing, or usage of trade 30
(AS 45.01.303); and 31

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(2) by evidence of consistent additional terms unless the court finds the 1
record [WRITING] was intended also as a complete and exclusive statement of the 2
terms of the agreement. 3
* Sec. 34. AS 45.02.203 is amended to read: 4
Sec. 45.02.203. Seals inoperative. The affixing of a seal to a record 5
[WRITING] evidencing a contract for sale or an offer to buy or sell goods does not 6
make the record [WRITING] a sealed instrument and the law with respect to sealed 7
instruments does not apply to the contract or offer. 8
* Sec. 35. AS 45.02.205 is amended to read: 9
Sec. 45.02.205. Firm offers. An offer by a merchant to buy or sell goods in a 10
signed record [WRITING] that by its terms gives assurance that it will be held open is 11
not revocable, for lack of consideration, during the time stated or if no time is stated for 12
a reasonable time, but in no event may the period or irrevocability exceed three months. 13
A term of assurance on a form supplied by the offeree must be separately signed by the 14
offeror. 15
* Sec. 36. AS 45.02.209(b) is amended to read: 16
(b) A signed agreement that excludes modification or rescission except by a 17
signed writing or other signed record cannot be otherwise modified or rescinded, but 18
except as between merchants such a requirement on a form supplied by the merchant 19
must be separately signed by the other party. 20
* Sec. 37. AS 45.03.104(a) is amended to read: 21
(a) Except as provided in (c) and (d) [(c) - (d)] of this section, "negotiable 22
instrument" means an unconditional promise or order to pay a fixed amount of money, 23
with or without interest or other charges described in the promise or order, if the 24
unconditional promise or order 25
(1) is payable to bearer or to order at the time it is issued or first comes 26
into possession of a holder; 27
(2) is payable on demand or at a definite time; and 28
(3) does not state any other undertaking or instruction by the person 29
promising or ordering payment to do an act in addition to the payment of money, but 30
the promise or order may contain 31

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(A) an undertaking or power to give, maintain, or protect 1
collateral to secure payment; 2
(B) [,] an authorization or power to the holder to confess 3
judgment or realize on or dispose of collateral; 4
(C) [, OR] a waiver of the benefit of a law intended for the 5
advantage or protection of an obligor; 6
(D) a term that specifies the law that governs the promise or 7
order; or 8
(E) an undertaking to resolve in a specified forum a dispute 9
concerning the promise or order. 10
* Sec. 38. AS 45.03.105(a) is amended to read: 11
(a) "Issue" means 12
(1) the first delivery of an instrument by the maker or drawer, whether 13
to a holder or nonholder, for the purpose of giving rights on the instrument to any 14
person; or 15
(2) if agreed by the payee, the first transmission by the drawer to 16
the payee of an image of an item and information derived from the item that 17
enables the depositary bank to collect the item by transferring or presenting under 18
federal law an electronic check. 19
* Sec. 39. AS 45.03.604 is amended by adding a new subsection to read: 20
(c) The obligation of a party to pay a check is not discharged solely by 21
destruction of the check in connection with a process in which information is extracted 22
from the check and an image of the check is made and, subsequently, the information 23
and image are transmitted for payment. 24
* Sec. 40. AS 45.05.104 is amended to read: 25
Sec. 45.05.104. Formal requirements. A letter of credit, confirmation, advice, 26
transfer, amendment, or cancellation may be issued in any form that is a signed record 27
[AND IS AUTHENTICATED 28
(1) BY A SIGNATURE; OR 29
(2) UNDER THE AGREEMENT OF THE PARTIES OR THE 30
STANDARD PRACTICE REFERRED TO IN AS 45.05.108(e)]. 31

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* Sec. 41. AS 45.05.116(a) is amended to read: 1
(a) The liability of an issuer, nominated person, or adviser for an action or 2
omission is governed by the law of the jurisdiction chosen by an agreement in the form 3
of a record signed [OR OTHERWISE AUTHENTICATED] by the affected parties [IN 4
THE MANNER PROVIDED IN AS 45.05.104] or by a provision in the letter of credit, 5
confirmation, or other undertaking. The jurisdiction whose law is chosen does not need 6
to bear a relation to the transaction. 7
* Sec. 42. AS 45.05.116(b) is amended to read: 8
(b) Unless (a) of this section applies, the liability of an issuer, nominated person, 9
or adviser for action or omission is governed by the law of the jurisdiction in which the 10
issuer, nominated person, or adviser is located. The issuer, nominated person, or adviser 11
is considered to be located at the address indicated in the undertaking of the issuer, 12
nominated person, or adviser. If more than one address is indicated, the issuer, 13
nominated person, or adviser is considered to be located at the address from which the 14
undertaking of the issuer, nominated person, or adviser was issued. [FOR THE 15
PURPOSE OF JURISDICTION, CHOICE OF LAW, AND RECOGNITION OF 16
INTERBRANCH LETTERS OF CREDIT, BUT NOT ENFORCEMENT OF A 17
JUDGMENT, ALL BRANCHES OF A BANK ARE CONSIDERED SEPARATE 18
JURIDICAL ENTITIES, AND A BANK IS CONSIDERED TO BE LOCATED AT 19
THE PLACE WHERE THE BANK'S RELEVANT BRANCH IS CONSIDERED TO 20
BE LOCATED UNDER THIS SUBSECTION.] 21
* Sec. 43. AS 45.05.116 is amended by adding new subsections to read: 22
(f) For the purpose of jurisdiction, choice of law, and recognition of interbranch 23
letters of credit, but not enforcement of a judgment, all branches of a bank are considered 24
separate juridical entities, and a bank is considered to be located at the place where the 25
bank's relevant branch is considered to be located under (g) of this section. 26
(g) A branch of a bank is considered to be located at the address indicated in the 27
branch's undertaking. If more than one address is indicated, the branch is considered to 28
be located at the address from which the undertaking was issued. 29
* Sec. 44. AS 45.07.116(b) is amended to read: 30
(b) A system satisfies (a) of this section, and a person has [IS CONSIDERED 31

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TO HAVE] control of an electronic document of title, if the document is created, stored, 1
and transferred [ASSIGNED] in a manner by which 2
(1) a single authoritative copy of the document exists that is unique, 3
identifiable, and, except as otherwise provided in (4), (5), and (6) of this subsection, 4
unalterable; 5
(2) the authoritative copy identifies the person asserting control as 6
(A) the person to whom the document was issued; or 7
(B) if the authoritative copy indicates that the document has been 8
transferred, the person to whom the document was most recently transferred; 9
(3) the authoritative copy is communicated to and maintained by the 10
person asserting control or the person's designated custodian; 11
(4) copies or amendments that add or change an identified transferee 12
[ASSIGNEE] of the authoritative copy can be made only with the consent of the person 13
asserting control; 14
(5) each copy of the authoritative copy and a copy of a copy are readily 15
identifiable as a copy that is not the authoritative copy; and 16
(6) an amendment of the authoritative copy is readily identifiable as 17
authorized or unauthorized. 18
* Sec. 45. AS 45.07.116 is amended by adding new subsections to read: 19
(c) A system satisfies (a) of this section, and a person has control of an electronic 20
document of title, if an authoritative electronic copy of the document, a record attached 21
to or logically associated with the electronic copy, or a system in which the electronic 22
copy is recorded 23
(1) enables the person readily to identify each electronic copy as either 24
an authoritative copy or a nonauthoritative copy; 25
(2) enables the person readily to identify itself in any way, including by 26
name, identifying number, cryptographic key, office, or account number, as the person 27
to which each authoritative electronic copy was issued or transferred; and 28
(3) gives the person exclusive power, subject to (d) of this section, to 29
(A) prevent others from adding or changing the person to which 30
each authoritative electronic copy has been issued or transferred; and 31

-15- Enrolled SB 252
(B) transfer control of each authoritative electronic copy. 1
(d) Subject to (e) of this section, a power is exclusive under (c)(3)(A) and (B) 2
of this section even if 3
(1) the authoritative electronic copy, a record attached to or logically 4
associated with the authoritative electronic copy, or a system in which the authoritative 5
electronic copy is recorded limits the use of the document of title or has a protocol that 6
is programmed to cause a change, including a transfer or loss of control; or 7
(2) the power is shared with another person. 8
(e) A power of a person is not shared with another person under (d)(2) of this 9
section and the person's power is not exclusive if 10
(1) the person can exercise the power only if the power also is exercised 11
by the other person; and 12
(2) the other person 13
(A) can exercise the power without exercise of the power by the 14
person; or 15
(B) is the transferor to the person of an interest in the document 16
of title. 17
(f) If a person has the powers specified in (c)(3)(A) and (B) of this section, the 18
powers are presumed to be exclusive. 19
(g) A person has control of an electronic document of title if another person, 20
other than the transferor to the person of an interest in the document, 21
(1) has control of the document and acknowledges that it has control on 22
behalf of the person; or 23
(2) obtains control of the document after having acknowledged that it 24
will obtain control of the document on behalf of the person. 25
(h) A person that has control under this section is not required to acknowledge 26
that it has control on behalf of another person. 27
(i) If a person acknowledges that it has or will obtain control on behalf of 28
another person, unless the person otherwise agrees or law other than this chapter or 29
AS 45.29 otherwise provides, the person does not owe a duty to the other person and is 30
not required to confirm the acknowledgment to another person. 31

Enrolled SB 252 -16-
* Sec. 46. AS 45.08.102(a)(6) is amended to read: 1
(6) "communicate" means to 2
(A) send a signed record [WRITING]; or 3
(B) transmit information by any mechanism agreed on [UPON] 4
by the persons transmitting and receiving the information; 5
* Sec. 47. AS 45.08.102(b) is amended to read: 6
(b) The following [OTHER] definitions in [APPLYING TO] this chapter and 7
other chapters apply to this chapter: [THE SECTIONS IN WHICH THEY APPEAR 8
ARE] 9
(1) "appropriate person" (AS 45.08.107); 10
(2) "control" (AS 45.08.106); 11
(3) "controllable account" (AS 45.29.102(a)); 12
(4) "controllable electronic record" (AS 45.36.102); 13
(5) "controllable payment intangible" (AS 45.29.102(a)); 14
(6) [(3)] "delivery" (AS 45.08.301); 15
(7) [(4)] "investment company security" (AS 45.08.103); 16
(8) [(5)] "issuer" (AS 45.08.201); 17
(9) [(6)] "overissue" (AS 45.08.210); 18
(10) [(7)] "protected purchaser" (AS 45.08.303); 19
(11) [(8)] "securities account" (AS 45.08.501). 20
* Sec. 48. AS 45.08.103 is amended by adding a new subsection to read: 21
(i) A controllable account, controllable electronic record, or controllable 22
payment intangible is not a financial asset unless AS 45.08.102(a)(10)(C) applies. 23
* Sec. 49. AS 45.08.106(d) is amended to read: 24
(d) A purchaser has control of a security entitlement if 25
(1) the purchaser becomes the entitlement holder; 26
(2) the securities intermediary has agreed that the securities intermediary 27
will comply with entitlement orders originated by the purchaser without further consent 28
by the entitlement holder; or 29
(3) another person, other than the transferor to the purchaser of an 30
interest in the security entitlement, 31

-17- Enrolled SB 252
(A) has control of the security entitlement and [ON BEHALF 1
OF THE PURCHASER OR, HAVING PREVIOUSLY ACQUIRED 2
CONTROL OF THE SECURITY ENTITLEMENT,] acknowledges that it has 3
control on behalf of the purchaser; or 4
(B) obtains control of the security entitlement after having 5
acknowledged that it will obtain control of the security entitlement on 6
behalf of the purchaser. 7
* Sec. 50. AS 45.08.106 is amended by adding new subsections to read: 8
(h) A person that has control under this section is not required to acknowledge 9
that it has control on behalf of a purchaser. 10
(i) If a person acknowledges that it has or will obtain control on behalf of a 11
purchaser, unless the person otherwise agrees or law other than this chapter or AS 45.29 12
otherwise provides, the person does not owe a duty to the purchaser and is not required 13
to confirm the acknowledgment to another person. 14
* Sec. 51. AS 45.08.110(b) is amended to read: 15
(b) The local law of the securities intermediary's jurisdiction, as specified in (d) 16
[(e)] of this section, governs 17
(1) acquisition of a security entitlement from the securities intermediary; 18
(2) the rights and duties of the securities intermediary and entitlement 19
holder arising out of a security entitlement; 20
(3) whether the securities intermediary owes a duty to an adverse 21
claimant to a security entitlement; and 22
(4) whether an adverse claim can be asserted against a person who 23
acquires a security entitlement from the securities intermediary or a person who 24
purchases a security entitlement or interest in a security entitlement from an entitlement 25
holder. 26
* Sec. 52. AS 45.08.110 is amended by adding a new subsection to read: 27
(g) The local law of the issuer's jurisdiction or the securities intermediary's 28
jurisdiction governs a matter or transaction specified in (a) or (b) of this section even if 29
the matter or transaction does not bear any relation to the jurisdiction. 30
* Sec. 53. AS 45.08.303(b) is amended to read: 31

Enrolled SB 252 -18-
(b) A [IN ADDITION TO ACQUIRING THE RIGHTS OF A PURCHASER, 1
A] protected purchaser also acquires the interest in the security free of any adverse 2
claim. 3
* Sec. 54. AS 45.12.102 is amended to read: 4
Sec. 45.12.102. Scope. This chapter applies to any transaction, regardless of 5
form, that creates a lease, and, in the case of a hybrid lease, this chapter applies to 6
the extent provided in (b) of this section. 7
* Sec. 55. AS 45.12.102 is amended by adding a new subsection to read: 8
(b) In a hybrid lease, 9
(1) if the lease-of-goods aspects do not predominate, 10
(A) only the provisions of this chapter that relate primarily to the 11
lease-of-goods aspects of the transaction apply, and the provisions that relate 12
primarily to the transaction as a whole do not apply; 13
(B) AS 45.12.209 applies if the lease is a finance lease; and 14
(C) AS 45.12.407 applies to the promises of the lessee in a 15
finance lease to the extent the promises are consideration for the right to 16
possession and use of the leased goods; and 17
(2) if the lease-of-goods aspects predominate, this chapter applies to the 18
transaction, but does not preclude application in appropriate circumstances of other law 19
to aspects of the lease that do not relate to the lease of goods. 20
* Sec. 56. AS 45.12.103(a) is amended by adding a new paragraph to read: 21
(27) "hybrid lease" means a single transaction involving a lease of goods 22
and 23
(A) the provision of services; 24
(B) a sale of other goods; or 25
(C) a sale, lease, or license of property other than goods. 26
* Sec. 57. AS 45.12.107 is amended to read: 27
Sec. 45.12.107. Waiver or renunciation of claim or right after default or 28
breach. A claim or right arising out of an alleged default or breach of warranty may be 29
discharged in whole or in part without consideration by a [WRITTEN] waiver or 30
renunciation in a signed record [AND] delivered by the aggrieved party. 31

-19- Enrolled SB 252
* Sec. 58. AS 45.12.201(a) is amended to read: 1
(a) A lease contract is not enforceable by way of action or defense unless 2
(1) the total payments to be made under the lease contract, excluding 3
payments for options to renew or buy, are less than $1,000; or 4
(2) there is a record [WRITING], signed by the party against whom 5
enforcement is sought or by that party's authorized agent, sufficient to indicate that a 6
lease contract has been made between the parties and to describe the goods leased and 7
the lease term. 8
* Sec. 59. AS 45.12.201(c) is amended to read: 9
(c) A record [WRITING] is not insufficient because it omits or incorrectly 10
states a term agreed on [UPON], but the lease contract is not enforceable under (a)(2) 11
of this section beyond the lease term and the quantity of goods shown in the record 12
[WRITING]. 13
* Sec. 60. AS 45.12.201(e) is amended to read: 14
(e) The lease term under a lease contract referred to in (d) of this section is 15
(1) if there is a record [WRITING] signed by the party against whom 16
enforcement is sought or by that party's authorized agent specifying the lease term, the 17
term specified; 18
(2) if the party against whom enforcement is sought admits in that party's 19
pleading, testimony, or otherwise in court a lease term, the term admitted; or 20
(3) a reasonable lease term. 21
* Sec. 61. AS 45.12.202 is amended to read: 22
Sec. 45.12.202. Final [WRITTEN] expression: parol or extrinsic evidence. 23
Terms with respect to which the confirmatory memoranda of the parties agree or that 24
are otherwise set out in a record [WRITING] intended by the parties as a final 25
expression of their agreement with respect to the terms that are included in the 26
memoranda or other record [WRITING] may not be contradicted by evidence of a prior 27
agreement or of a contemporaneous oral agreement but may be explained or 28
supplemented 29
(1) by course of dealing or usage of trade or by course of performance; 30
and 31

Enrolled SB 252 -20-
(2) by evidence of consistent additional terms unless the court finds the 1
record [WRITING] to have been intended also as a complete and exclusive statement 2
of the terms of the agreement. 3
* Sec. 62. AS 45.12.203 is amended to read: 4
Sec. 45.12.203. Seals inoperative. The affixing of a seal to a record 5
[WRITING] evidencing a lease contract or an offer to enter into a lease contract does 6
not render the record [WRITING] a sealed instrument, and the law with respect to 7
sealed instruments does not apply to the lease contract or offer. 8
* Sec. 63. AS 45.12.205 is amended to read: 9
Sec. 45.12.205. Firm offers. An offer by a merchant to lease goods to or from 10
another person in a signed record [WRITING] that by its terms gives assurance that it 11
will be held open is not revocable, for lack of consideration, during the time stated or, 12
if no time is stated, for a reasonable time; however, in no event may the period of 13
irrevocability exceed three months. A term of assurance under this section on a form 14
supplied by the offeree shall be separately signed by the offeror. 15
* Sec. 64. AS 45.12.208(b) is amended to read: 16
(b) A signed lease agreement that excludes modification or rescission except by 17
a signed record [WRITING] may not be otherwise modified or rescinded, but, except 18
as between merchants, such a requirement on a form supplied by a merchant must be 19
separately signed by the other party. 20
* Sec. 65. AS 45.14.103(a)(1) is amended to read: 21
(1) "payment order" means an instruction of a sender to a receiving bank, 22
transmitted orally or in a record [, ELECTRONICALLY, OR IN WRITING], to pay, 23
or to cause another bank to pay, a fixed or determinable amount of money to a 24
beneficiary if 25
(A) the instruction does not state a condition to payment to the 26
beneficiary other than time of payment; 27
(B) the receiving bank is to be reimbursed by debiting an account 28
of, or otherwise receiving payment from, the sender; and 29
(C) the instruction is transmitted by the sender directly to the 30
receiving bank or to an agent, funds-transfer system, or communication system 31

-21- Enrolled SB 252
for transmittal to the receiving bank; 1
* Sec. 66. AS 45.14.201(b) is amended to read: 2
(b) A security procedure may impose an obligation on the receiving bank or 3
the customer and may require the use of algorithms or other codes, identifying words, 4
[OR] numbers, symbols, sounds, biometrics, encryption, call-back procedures, or 5
similar security devices. Comparison of a signature on a payment order or 6
communication with an authorized specimen signature of the customer or requiring a 7
payment order to be sent from a known electronic mail address, Internet Protocol 8
address, or telephone number is not by itself a security procedure. 9
* Sec. 67. AS 45.14.202(b) is amended to read: 10
(b) If a bank and its customer have agreed that the authenticity of payment 11
orders issued to the bank in the name of the customer as sender will be verified under a 12
security procedure, a payment order received by the receiving bank is effective as the 13
order of the customer, whether or not authorized, if 14
(1) the security procedure is a commercially reasonable method of 15
providing security against unauthorized payment orders; and 16
(2) the bank proves that it accepted the payment order in good faith and 17
in compliance with the bank's obligations under the security procedure and any 18
[WRITTEN] agreement or instruction of the customer, evidenced by a record, 19
restricting acceptance of payment orders issued in the name of the customer; the bank 20
is not required to follow an instruction that violates an [A WRITTEN] agreement with 21
the customer, evidenced by a record, or notice of which is not received at a time and 22
in a manner affording the bank a reasonable opportunity to act on it before the payment 23
order is accepted. 24
* Sec. 68. AS 45.14.202(c) is amended to read: 25
(c) Commercial reasonableness of a security procedure is a question of law to 26
be determined by considering the wishes of the customer expressed to the bank, the 27
circumstances of the customer known to the bank, including the size, type, and 28
frequency of payment orders normally issued by the customer to the bank, alternative 29
security procedures offered to the customer, and security procedures in general use by 30
customers and receiving banks similarly situated. A security procedure is considered to 31

Enrolled SB 252 -22-
be commercially reasonable if 1
(1) the security procedure was chosen by the customer after the bank 2
offered, and the customer refused, a security procedure that was commercially 3
reasonable for that customer; and 4
(2) the customer expressly agreed in a record [WRITING] to be bound 5
by a payment order, whether or not authorized, issued in its name and accepted by the 6
bank in compliance with the bank's obligations under the security procedure chosen 7
by the customer. 8
* Sec. 69. AS 45.14.203(a) is amended to read: 9
(a) If an accepted payment order is not, under AS 45.14.202(a), an authorized 10
order of a customer identified as sender, but is effective as an order of the customer 11
under AS 45.14.202(b), the following rules apply: 12
(1) by express [WRITTEN] agreement evidenced by a record, the 13
receiving bank may limit the extent to which it is entitled to enforce or retain payment 14
of the payment order; 15
(2) the receiving bank is not entitled to enforce or retain payment of the 16
payment order if the customer proves that the order was not caused, directly or 17
indirectly, by a person 18
(A) entrusted at any time with duties to act for the customer with 19
respect to payment orders or the security procedure; or 20
(B) who obtained access to transmitting facilities of the customer 21
or who obtained, from a source controlled by the customer and without authority 22
of the receiving bank, information facilitating breach of the security procedure, 23
regardless of how the information was obtained or whether the customer was at 24
fault; in this subparagraph, "information" includes any access device, computer 25
software, or the like. 26
* Sec. 70. AS 45.14.207(c) is amended to read: 27
(c) If a payment order described in (b) of this section is accepted, if the 28
originator's payment order described the beneficiary inconsistently by name and 29
number, and if the beneficiary's bank pays the person identified by number as permitted 30
by (b)(1) of this section, the following rules apply: 31

-23- Enrolled SB 252
(1) if the originator is a bank, the originator is obliged to pay its order; 1
(2) if the originator is not a bank and proves that the person identified 2
by number was not entitled to receive payment from the originator, the originator is not 3
obliged to pay its order unless the originator's bank proves that the originator, before 4
acceptance of the originator's order, had notice that payment of a payment order issued 5
by the originator might be made by the beneficiary's bank on the basis of an identifying 6
or bank account number even if it identifies a person different from the named 7
beneficiary; proof of notice may be made by any admissible evidence; the originator's 8
bank satisfies the burden of proof if it proves that the originator, before the payment 9
order was accepted, signed a record [WRITING] stating the information to which the 10
notice relates. 11
* Sec. 71. AS 45.14.208(b) is amended to read: 12
(b) The following rules in this subsection apply to a payment order identifying 13
an intermediary bank or the beneficiary's bank both by name and an identifying number 14
if the name and number identify different persons: 15
(1) if the sender is a bank, the receiving bank may rely on the number 16
as the proper identification of the intermediary or beneficiary's bank if the receiving 17
bank, when it executes the sender's order, does not know that the name and number 18
identify different persons; the receiving bank does not need to determine whether the 19
name and number refer to the same person or whether the number refers to a bank; the 20
sender is obliged to compensate the receiving bank for any loss and expenses incurred 21
by the receiving bank as a result of its reliance on the number in executing or attempting 22
to execute the order; 23
(2) if the sender is not a bank and the receiving bank proves that the 24
sender, before the payment order was accepted, had notice that the receiving bank might 25
rely on the number as the proper identification of the intermediary or beneficiary's bank 26
even if it identifies a person different from the bank identified by name, the rights and 27
obligations of the sender and the receiving bank are governed by (1) of this subsection 28
[(b)(1) OF THIS SECTION], as though the sender were a bank; proof of notice may be 29
made by any admissible evidence; the receiving bank satisfies the burden of proof if it 30
proves that the sender, before the payment order was accepted, signed a record 31

Enrolled SB 252 -24-
[WRITING] stating the information to which the notice relates; 1
(3) regardless of whether the sender is a bank, the receiving bank may 2
rely on the name as the proper identification of the intermediary or beneficiary's bank if 3
the receiving bank, at the time it executes the sender's order, does not know that the 4
name and number identify different persons; the receiving bank does not need to 5
determine whether the name and number refer to the same person; 6
(4) if the receiving bank knows that the name and number identify 7
different persons, reliance on either the name or the number in executing the sender's 8
payment order is a breach of the obligation stated in AS 45.14.302(a)(1). 9
* Sec. 72. AS 45.14.210(a) is amended to read: 10
(a) A payment order is rejected by the receiving bank by a notice of rejection 11
transmitted to the sender orally [, ELECTRONICALLY,] or in a record [WRITING]. 12
A notice of rejection does not need to use particular words and is sufficient if it indicates 13
that the receiving bank is rejecting the order or will not execute or pay the order. 14
Rejection is effective when the notice is given if transmission is by a means that is 15
reasonable in the circumstances. If notice of rejection is given by a means that is not 16
reasonable, rejection is effective when the notice is received. If an agreement of the 17
sender and receiving bank establishes the means to be used to reject a payment order, 18
means 19
(1) complying with the agreement are reasonable; and 20
(2) not complying with the agreement are not reasonable unless 21
significant delay in receipt of the notice did not result from the use of the noncomplying 22
means. 23
* Sec. 73. AS 45.14.211(a) is amended to read: 24
(a) A communication of the sender of a payment order canceling or amending 25
the order may be transmitted to the receiving bank orally [, ELECTRONICALLY,] or 26
in a record [WRITING]. If a security procedure is in effect between the sender and the 27
receiving bank, the communication is not effective to cancel or amend the order unless 28
the communication is verified under the security procedure or the bank agrees to the 29
cancellation or amendment. 30
* Sec. 74. AS 45.14.305(c) is amended to read: 31

-25- Enrolled SB 252
(c) In addition to the amounts payable under (a) and (b) of this section, damages, 1
including consequential damages, are recoverable to the extent provided in an express 2
[WRITTEN] agreement of the receiving bank, evidenced by a record. 3
* Sec. 75. AS 45.14.305(d) is amended to read: 4
(d) If a receiving bank fails to execute a payment order it was obliged by express 5
agreement to execute, the receiving bank is liable to the sender for its expenses in the 6
transaction and for incidental expenses and interest losses resulting from the failure to 7
execute. Additional damages, including consequential damages, are recoverable to the 8
extent provided in an express [WRITTEN] agreement of the receiving bank, evidenced 9
by a record, but are not otherwise recoverable. 10
* Sec. 76. AS 45.29.102(a)(2) is amended to read: 11
(2) "account," except as used in "account for," "account statement," 12
"account to," " commodity account," as defined in this subsection, "customer's 13
account," "deposit account," as defined in this subsection, "on account of," and 14
"statement of account," 15
(A) means a right to payment of a monetary obligation, whether 16
or not earned by performance, 17
(i) for property that has been or is to be sold, leased, 18
licensed, assigned, or otherwise disposed of; 19
(ii) for services rendered or to be rendered; 20
(iii) for a policy of insurance issued or to be issued; 21
(iv) for a secondary obligation incurred or to be incurred; 22
(v) for energy provided or to be provided; 23
(vi) for the use or hire of a vessel under a charter or other 24
contract; 25
(vii) arising out of the use of a credit or charge card or 26
information contained on or for use with the card; or 27
(viii) as winnings in a lottery or other game of chance 28
operated or sponsored by a state, a governmental unit of a state, or a 29
person licensed or authorized to operate the game by a state or a 30
governmental unit of a state; 31

Enrolled SB 252 -26-
(B) includes controllable accounts and health care insurance 1
receivables; 2
(C) does not include 3
(i) [RIGHTS TO PAYMENT EVIDENCED BY] chattel 4
paper; 5
(ii) [OR BY AN INSTRUMENT,] commercial tort 6
claims; 7
(iii) [,] deposit accounts; 8
(iv) [,] investment property; 9
(v) [,] letter-of-credit rights or letters of credit; 10
(vi) [, OR] rights to payment for money or funds 11
advanced or sold, other than rights arising out of the use of a credit or 12
charge card or information contained on or for use with the card; or 13
(vii) rights to payment evidenced by an instrument; 14
* Sec. 77. AS 45.29.102(a)(3) is amended to read: 15
(3) "account debtor" means a person obligated on an account, chattel 16
paper, or general intangible, except that "account debtor" does not include persons 17
obligated to pay a negotiable instrument even if the negotiable instrument evidences 18
[CONSTITUTES PART OF] chattel paper; 19
* Sec. 78. AS 45.29.102(a)(4) is amended to read: 20
(4) "accounting," except as used in "accounting for," means a record 21
(A) signed [AUTHENTICATED] by a secured party; 22
(B) indicating the aggregate unpaid secured obligations as of a 23
date not more than 35 days earlier or 35 days later than the date of the record; 24
and 25
(C) identifying the components of the obligations in reasonable 26
detail; 27
* Sec. 79. AS 45.29.102(a)(15) is repealed and reenacted to read: 28
(15) "chattel paper" 29
(A) means 30
(i) a right to payment of a monetary obligation secured 31

-27- Enrolled SB 252
by specific goods, if the right to payment and security agreement are 1
evidenced by a record; or 2
(ii) a right to payment of a monetary obligation owed by 3
a lessee under a lease agreement with respect to specific goods and a 4
monetary obligation owed by the lessee in connection with the 5
transaction giving rise to the lease, if the right to payment and lease 6
agreement are evidenced by a record and the predominant purpose of the 7
transaction giving rise to the lease was to give the lessee the right to 8
possession and use of the goods; 9
(B) does not include a right to payment arising out of a charter 10
or other contract involving the use or hire of a vessel or a right to payment arising 11
out of the use of a credit or charge card or information contained on or for use 12
with the card; 13
* Sec. 80. AS 45.29.102(a)(51) is amended to read: 14
(51) "general intangible" means personal property, including 15
[PAYMENT INTANGIBLES, SOFTWARE, AND] things in action, other than 16
accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, 17
instruments, investment property, letter-of-credit rights, letters of credit, money, and, 18
before extraction, oil, gas, or other minerals; "general intangible" includes 19
controllable electronic records, payment intangibles, and software; 20
* Sec. 81. AS 45.29.102(a)(57) is amended to read: 21
(57) "instrument" means a negotiable instrument or other writing that 22
evidences a right to the payment of a monetary obligation and is not itself a security 23
agreement or lease and is of a type that in ordinary course of business is transferred by 24
delivery with any necessary endorsement or assignment; the term does not include 25
(A) investment property; 26
(B) letters of credit; [OR] 27
(C) writings that evidence a right to payment arising out of the 28
use of a credit or charge card or information contained on or for use with the 29
card; or 30
(D) writings that evidence chattel paper; 31

Enrolled SB 252 -28-
* Sec. 82. AS 45.29.102(a)(78) is amended to read: 1
(78) "payment intangible" means a general intangible under which the 2
account debtor's principal obligation is a monetary obligation; "payment intangible" 3
includes a controllable payment intangible; 4
* Sec. 83. AS 45.29.102(a)(83) is amended to read: 5
(83) "proposal" means a record signed [AUTHENTICATED] by a 6
secured party that includes the terms on which the secured party is willing to accept 7
collateral in full or partial satisfaction of the obligation it secures under AS 45.29.620 - 8
45.29.622; 9
* Sec. 84. AS 45.29.102(a) is amended by adding new paragraphs to read: 10
(106) "assignee," except as used in "assignee for benefit of creditors," 11
(A) means a person 12
(i) in whose favor a security interest that secures an 13
obligation is created or provided for under a security agreement, whether 14
or not the obligation is outstanding; or 15
(ii) to which an account, chattel paper, payment 16
intangible, or promissory note has been sold; 17
(B) includes a person to which a security interest has been 18
transferred by a secured party; 19
(107) "assignor" 20
(A) means a person that 21
(i) under a security agreement, creates or provides for a 22
security interest that secures an obligation; or 23
(ii) sells an account, chattel paper, payment intangible, 24
or promissory note; 25
(B) includes a secured party that has transferred a security 26
interest to another person; 27
(108) "controllable account" means an account evidenced by a 28
controllable electronic record that provides that the account debtor undertakes to pay 29
the person that has control under AS 45.36.105 of the controllable electronic record; 30
(109) "controllable electronic record" has the meaning given in 31

-29- Enrolled SB 252
AS 45.36.102; 1
(110) "controllable payment intangible" means a payment intangible 2
evidenced by a controllable electronic record that provides that the account debtor 3
undertakes to pay the person that has control under AS 45.36.105 of the controllable 4
electronic record; 5
(111) "electronic money" means money in an electronic form; 6
(112) "money" has the meaning given in AS 45.01.211(b), but does not 7
include 8
(A) a deposit account; or 9
(B) money in an electronic form that cannot be subjected to 10
control under AS 45.29.111; 11
(113) "protected purchaser" has the meaning given in AS 45.08.303; 12
(114) "qualifying purchaser" has the meaning given in AS 45.36.102; 13
(115) "tangible money" means money in a tangible form. 14
* Sec. 85. AS 45.29.104(a) is amended to read: 15
(a) A secured party has control of a deposit account if 16
(1) the secured party is the bank with which the deposit account is 17
maintained; 18
(2) the debtor, secured party, and bank have agreed in a signed [AN 19
AUTHENTICATED] record that the bank will comply with instructions originated by 20
the secured party directing disposition of the funds in the deposit account without further 21
consent by the debtor; [OR] 22
(3) the secured party becomes the bank's customer with respect to the 23
deposit account; or 24
(4) another person, other than the debtor, 25
(A) has control of the deposit account and acknowledges that 26
it has control on behalf of the secured party; or 27
(B) obtains control of the deposit account after having 28
acknowledged that it will obtain control of the deposit account on behalf of 29
the secured party. 30
* Sec. 86. AS 45.29.105 is repealed and reenacted to read: 31

Enrolled SB 252 -30-
Sec. 45.29.105. Control of electronic copy of record evidencing chattel 1
paper. (a) A purchaser has control of an authoritative electronic copy of a record 2
evidencing chattel paper if a system employed for evidencing the assignment of interests 3
in the chattel paper reliably establishes the purchaser as the person to which the 4
authoritative electronic copy was assigned. 5
(b) A system satisfies (a) of this section if the record or records evidencing the 6
chattel paper are created, stored, and assigned in a manner that 7
(1) a single authoritative copy of the record or records exists that is 8
unique, identifiable, and, except as otherwise provided in (4), (5), and (6) of this 9
subsection, unalterable; 10
(2) the authoritative copy identifies the purchaser as the assignee of the 11
record or records; 12
(3) the authoritative copy is communicated to and maintained by the 13
purchaser or its designated custodian; 14
(4) copies or amendments that add or change an identified assignee of 15
the authoritative copy can be made only with the consent of the purchaser; 16
(5) each copy of the authoritative copy and any copy of a copy is readily 17
identifiable as a copy that is not the authoritative copy; and 18
(6) any amendment of the authoritative copy is readily identifiable as 19
authorized or unauthorized. 20
(c) A system satisfies (a) of this section, and a purchaser has control of an 21
authoritative electronic copy of a record evidencing chattel paper, if the electronic copy, 22
a record attached to or logically associated with the electronic copy, or a system in which 23
the electronic copy is recorded 24
(1) enables the purchaser readily to identify each electronic copy as 25
either an authoritative copy or a nonauthoritative copy; 26
(2) enables the purchaser readily to identify itself in any way, including 27
by name, identifying number, cryptographic key, office, or account number, as the 28
assignee of the authoritative electronic copy; and 29
(3) gives the purchaser exclusive power, subject to (d) of this section, to 30
(A) prevent others from adding or changing an identified 31

-31- Enrolled SB 252
assignee of the authoritative electronic copy; and 1
(B) transfer control of the authoritative electronic copy. 2
(d) Subject to (e) of this section, a power is exclusive under (c)(3)(A) and (B) 3
of this section even if 4
(1) the authoritative electronic copy, a record attached to or logically 5
associated with the authoritative electronic copy, or a system in which the authoritative 6
electronic copy is recorded limits the use of the authoritative electronic copy or has a 7
protocol programmed to cause a change, including a transfer or loss of control; or 8
(2) the power is shared with another person. 9
(e) A power of a purchaser is not shared with another person under (d)(2) of this 10
section and the purchaser's power is not exclusive if 11
(1) the purchaser can exercise the power only if the power also is 12
exercised by the other person; and 13
(2) the other person 14
(A) can exercise the power without exercise of the power by the 15
purchaser; or 16
(B) is the transferor to the purchaser of an interest in the chattel 17
paper. 18
(f) If a purchaser has the powers specified in (c)(3)(A) and (B) of this section, 19
the powers are presumed to be exclusive. 20
(g) A purchaser has control of an authoritative electronic copy of a record 21
evidencing chattel paper if another person, other than the transferor to the purchaser of 22
an interest in the chattel paper, 23
(1) has control of the authoritative electronic copy and acknowledges 24
that it has control on behalf of the purchaser; or 25
(2) obtains control of the authoritative electronic copy after having 26
acknowledged that it will obtain control of the electronic copy on behalf of the 27
purchaser. 28
* Sec. 87. AS 45.29 is amended by adding new sections to article 1 to read: 29
Sec. 45.29.111. Control of electronic money. (a) A person has control of 30
electronic money if 31

Enrolled SB 252 -32-
(1) the electronic money, a record attached to or logically associated 1
with the electronic money, or a system in which the electronic money is recorded gives 2
the person 3
(A) power to avail itself of substantially all the benefit from the 4
electronic money; and 5
(B) exclusive power, subject to (b) of this section, to 6
(i) prevent others from availing themselves of 7
substantially all the benefit from the electronic money; and 8
(ii) transfer control of the electronic money to another 9
person or cause another person to obtain control of other electronic 10
money as a result of the transfer of the electronic money; and 11
(2) the electronic money, a record attached to or logically associated 12
with the electronic money, or a system in which the electronic money is recorded 13
enables the person readily to identify itself in any way, including by name, identifying 14
number, cryptographic key, office, or account number, as having the powers under (1) 15
of this subsection. 16
(b) Subject to (c) of this section, a power is exclusive under (a)(1)(B)(i) and (ii) 17
of this section even if 18
(1) the electronic money, a record attached to or logically associated 19
with the electronic money, or a system in which the electronic money is recorded limits 20
the use of the electronic money or has a protocol programmed to cause a change, 21
including a transfer or loss of control; or 22
(2) the power is shared with another person. 23
(c) A power of a person is not shared with another person under (b)(2) of this 24
section and the person's power is not exclusive if 25
(1) the person can exercise the power only if the power also is exercised 26
by the other person; and 27
(2) the other person 28
(A) can exercise the power without exercise of the power by the 29
person; or 30
(B) is the transferor to the person of an interest in the electronic 31

-33- Enrolled SB 252
money. 1
(d) If a person has the powers specified in (a)(1)(B)(i) and (ii) of this section, 2
the powers are presumed to be exclusive. 3
(e) A person has control of electronic money if another person, other than the 4
transferor to the person of an interest in the electronic money, 5
(1) has control of the electronic money and acknowledges that it has 6
control on behalf of the person; or 7
(2) obtains control of the electronic money after having acknowledged 8
that it will obtain control of the electronic money on behalf of the person. 9
Sec. 45.29.112. Control of controllable electronic record, controllable 10
account, or controllable payment intangible. (a) A secured party has control of a 11
controllable electronic record as provided in AS 45.36.105. 12
(b) A secured party has control of a controllable account or controllable 13
payment intangible if the secured party has control of the controllable electronic record 14
that evidences the controllable account or controllable payment intangible. 15
Sec. 45.29.113. No requirement to acknowledge or confirm; no duties. (a) A 16
person that has control under AS 45.29.104, 45.29.105, or 45.29.111 is not required to 17
acknowledge that it has control on behalf of another person. 18
(b) If a person acknowledges that it has or will obtain control on behalf of 19
another person, unless the person otherwise agrees or law other than this chapter 20
otherwise provides, the person does not owe a duty to the other person and is not 21
required to confirm the acknowledgment to another person. 22
* Sec. 88. AS 45.29.203(b) is amended to read: 23
(b) Except as otherwise provided in (c) - (i) of this section, a security interest is 24
enforceable against the debtor and third parties with respect to the collateral only if 25
(1) value has been given; 26
(2) the debtor has rights in the collateral or the power to transfer rights 27
in the collateral to a secured party; and 28
(3) one of the following conditions is met: 29
(A) the debtor has signed [AUTHENTICATED] a security 30
agreement that provides a description of the collateral and, if the security interest 31

Enrolled SB 252 -34-
covers timber to be cut, a description of the land concerned; 1
(B) the collateral is not a certificated security and is in the 2
possession of the secured party under AS 45.29.313 under the debtor's security 3
agreement; 4
(C) the collateral is a certificated security in registered form, and 5
the security certificate has been delivered to the secured party under 6
AS 45.08.301 under the debtor's security agreement; [OR] 7
(D) the collateral is controllable accounts, controllable 8
electronic records, controllable payment intangibles, deposit accounts, 9
electronic documents, electronic money [CHATTEL PAPER], investment 10
property, or letter-of-credit rights, [OR ELECTRONIC DOCUMENTS,] and 11
the secured party has control under AS 45.07.116, AS 45.29.104, [45.29.105,] 12
45.29.106, [OR] 45.29.107, 45.29.111, or 45.29.112 under the debtor's security 13
agreement; or 14
(E) the collateral is chattel paper and the secured party has 15
possession and control under AS 45.29.345 under the debtor's security 16
agreement. 17
* Sec. 89. AS 45.29.204(b) is amended to read: 18
(b) Subject to (d) of this section, a [A] security interest does not attach under 19
a term constituting an after-acquired property clause to 20
(1) consumer goods, other than an accession when given as additional 21
security, unless the debtor acquires rights in them within 10 days after the secured party 22
gives value; or 23
(2) a commercial tort claim. 24
* Sec. 90. AS 45.29.204 is amended by adding a new subsection to read: 25
(d) Subsection (b) of this section does not prevent a security interest from 26
attaching 27
(1) to consumer goods as proceeds under AS 45.29.315(a) or 28
commingled goods under AS 45.29.336(c); 29
(2) to a commercial tort claim as proceeds under AS 45.29.315(a); or 30
(3) under an after-acquired property clause to property that is proceeds 31

-35- Enrolled SB 252
of consumer goods or a commercial tort claim. 1
* Sec. 91. AS 45.29.207(c) is amended to read: 2
(c) Except as otherwise provided in (d) of this section, a secured party having 3
possession of collateral or control of collateral under AS 45.07.116, AS 45.29.104, 4
45.29.105, 45.29.106, [OR] 45.29.107, 45.29.111, or 45.29.112 5
(1) may hold as additional security any proceeds, except money or funds, 6
received from the collateral; 7
(2) shall apply money or funds received from the collateral to reduce the 8
secured obligation unless remitted to the debtor; and 9
(3) may create a security interest in the collateral. 10
* Sec. 92. AS 45.29.208(b) is amended to read: 11
(b) Within 10 days after receiving a signed [AN AUTHENTICATED] demand 12
by the debtor, a secured party 13
(1) having control of a deposit account under AS 45.29.104(a)(2) shall 14
send to the bank with which the deposit account is maintained a signed record [AN 15
AUTHENTICATED STATEMENT] that releases the bank from further obligation to 16
comply with instructions originated by the secured party; 17
(2) having control of a deposit account under AS 45.29.104(a)(3) shall 18
(A) pay the debtor the balance on deposit in the deposit account; 19
or 20
(B) transfer the balance on deposit into a deposit account in the 21
debtor's name; 22
(3) other than a buyer, having control under AS 45.29.105 of an 23
authoritative electronic copy of a record evidencing chattel paper shall transfer 24
control of the electronic copy to the debtor or a person designated by the debtor 25
[OF ELECTRONIC CHATTEL PAPER UNDER AS 45.29.105 SHALL 26
(A) COMMUNICATE THE AUTHORITATIVE COPY OF 27
THE ELECTRONIC CHATTEL PAPER TO THE DEBTOR OR ITS 28
DESIGNATED CUSTODIAN; 29
(B) IF THE DEBTOR DESIGNATES A CUSTODIAN THAT 30
IS THE DESIGNATED CUSTODIAN WITH WHICH THE 31

Enrolled SB 252 -36-
AUTHORITATIVE COPY OF THE ELECTRONIC CHATTEL PAPER IS 1
MAINTAINED FOR THE SECURED PARTY, COMMUNICATE TO THE 2
CUSTODIAN AN AUTHENTICATED RECORD RELEASING THE 3
DESIGNATED CUSTODIAN FROM FURTHER OBLIGATION TO 4
COMPLY WITH INSTRUCTIONS ORIGINATED BY THE SECURED 5
PARTY AND INSTRUCTING THE CUSTODIAN TO COMPLY WITH 6
INSTRUCTIONS ORIGINATED BY THE DEBTOR; AND 7
(C) TAKE APPROPRIATE ACTION TO ENABLE THE 8
DEBTOR OR ITS DESIGNATED CUSTODIAN TO MAKE COPIES OF OR 9
REVISIONS TO THE AUTHORITATIVE COPY THAT ADD OR CHANGE 10
AN IDENTIFIED ASSIGNEE OF THE AUTHORITATIVE COPY 11
WITHOUT THE CONSENT OF THE SECURED PARTY]; 12
(4) having control of investment property under AS 45.08.106(d)(2) or 13
AS 45.29.106(b) shall send to the securities intermediary or commodity intermediary 14
with which the security entitlement or commodity contract is maintained a signed [AN 15
AUTHENTICATED] record that releases the securities intermediary or commodity 16
intermediary from further obligation to comply with entitlement orders or directions 17
originated by the secured party; 18
(5) having control of a letter-of-credit right under AS 45.29.107 shall 19
send to each person having an unfulfilled obligation to pay or deliver proceeds of the 20
letter of credit to the secured party a signed [AN AUTHENTICATED] release from 21
further obligation to pay or deliver proceeds of the letter of credit to the secured party; 22
[AND] 23
(6) having control under AS 45.07.116 of an authoritative electronic 24
copy of an electronic document shall transfer control of the electronic copy to the 25
debtor or a person designated by the debtor; 26
(7) having control under AS 45.29.111 of electronic money shall 27
transfer control of the electronic money to the debtor or a person designated by 28
the debtor; and 29
(8) having control under AS 45.36.105 of a controllable electronic 30
record, other than a buyer of a controllable account or controllable payment 31

-37- Enrolled SB 252
intangible evidenced by the controllable electronic record, shall transfer control of 1
the controllable electronic record to the debtor or a person designated by the 2
debtor [OF AN ELECTRONIC DOCUMENT SHALL 3
(A) GIVE CONTROL OF THE ELECTRONIC DOCUMENT 4
TO THE DEBTOR OR ITS DESIGNATED CUSTODIAN; 5
(B) IF THE DEBTOR DESIGNATES A CUSTODIAN WHO 6
IS THE DESIGNATED CUSTODIAN WITH WHOM THE 7
AUTHORITATIVE COPY OF THE ELECTRONIC DOCUMENT IS 8
MAINTAINED FOR THE SECURED PARTY, COMMUNICATE TO THE 9
CUSTODIAN AN AUTHENTICATED RECORD RELEASING THE 10
DESIGNATED CUSTODIAN FROM FURTHER OBLIGATION TO 11
COMPLY WITH INSTRUCTIONS ORIGINATED BY THE SECURED 12
PARTY AND INSTRUCTING THE CUSTODIAN TO COMPLY WITH 13
INSTRUCTIONS ORIGINATED BY THE DEBTOR; AND 14
(C) TAKE APPROPRIATE ACTION TO ENABLE THE 15
DEBTOR OR ITS DESIGNATED CUSTODIAN TO MAKE COPIES OF OR 16
REVISIONS TO THE AUTHORITATIVE COPY THAT ADD OR CHANGE 17
AN IDENTIFIED ASSIGNEE OF THE AUTHORITATIVE COPY 18
WITHOUT THE CONSENT OF THE SECURED PARTY]. 19
* Sec. 93. AS 45.29.209(b) is amended to read: 20
(b) Within 10 days after receiving a signed [AN AUTHENTICATED] demand 21
by the debtor, a secured party shall send to an account debtor that has received 22
notification under AS 45.29.406(a) or AS 45.36.106(b) of an assignment to the secured 23
party as assignee a signed [UNDER AS 45.29.406(a) AN AUTHENTICATED] record 24
that releases the account debtor from further obligation to the secured party. 25
* Sec. 94. AS 45.29.210(a)(2) is amended to read: 26
(2) "request for an accounting" means a record signed 27
[AUTHENTICATED] by a debtor requesting that the recipient provide an accounting 28
of the unpaid obligations secured by collateral and reasonably identifying the 29
transaction or relationship that is the subject of the request; 30
* Sec. 95. AS 45.29.210(a)(3) is amended to read: 31

Enrolled SB 252 -38-
(3) "request regarding a list of collateral" means a record signed 1
[AUTHENTICATED] by a debtor requesting that the recipient approve or correct a list 2
of what the debtor believes to be the collateral securing an obligation and reasonably 3
identifying the transaction or relationship that is the subject of the request; 4
* Sec. 96. AS 45.29.210(a)(4) is amended to read: 5
(4) "request regarding a statement of account" means a record signed 6
[AUTHENTICATED] by a debtor requesting that the recipient approve or correct a 7
statement indicating what the debtor believes to be the aggregate amount of unpaid 8
obligations secured by collateral as of a specified date and reasonably identifying the 9
transaction or relationship that is the subject of the request. 10
* Sec. 97. AS 45.29.210(b) is amended to read: 11
(b) Subject to (c) - (f) of this section, a secured party, other than a buyer of 12
accounts, chattel paper, payment intangibles, or promissory notes or a consignor, shall 13
comply with a request within 14 days after receipt 14
(1) in the case of a request for an accounting, by signing 15
[AUTHENTICATING] and sending to the debtor an accounting; and 16
(2) in the case of a request regarding a list of collateral or a request 17
regarding a statement of account, by signing [AUTHENTICATING] and sending to the 18
debtor an approval or correction. 19
* Sec. 98. AS 45.29.210(c) is amended to read: 20
(c) A secured party that claims a security interest in all of a particular type of 21
collateral owned by the debtor may comply with a request regarding a list of collateral 22
by sending to the debtor a signed [AN AUTHENTICATED] record including a 23
statement to that effect within 14 days after receipt. 24
* Sec. 99. AS 45.29.210(d) is amended to read: 25
(d) A person who receives a request regarding a list of collateral, who claims 26
no interest in the collateral when the person receives the request, and who claimed an 27
interest in the collateral at an earlier time shall comply with the request within 14 days 28
after receipt by sending to the debtor a signed [AN AUTHENTICATED] record 29
(1) disclaiming interest in the collateral; and 30
(2) if known to the recipient, providing the name and mailing address of 31

-39- Enrolled SB 252
an assignee of or successor to the recipient's interest in the collateral. 1
* Sec. 100. AS 45.29.210(e) is amended to read: 2
(e) A person who receives a request for an accounting or a request regarding a 3
statement of account, who claims no interest in the obligations when the person receives 4
the request, and who claimed an interest in the obligations at an earlier time shall comply 5
with the request within 14 days after receipt by sending to the debtor a signed [AN 6
AUTHENTICATED] record 7
(1) disclaiming interest in the obligations; and 8
(2) if known to the recipient, providing the name and mailing address of 9
an assignee of or successor to the recipient's interest in the obligations. 10
* Sec. 101. AS 45.29.301 is amended to read: 11
Sec. 45.29.301. Law governing perfection and priority of security interests. 12
Except as otherwise provided in AS 45.29.303 - 45.29.306 and 45.29.344, the following 13
rules determine the law governing perfection, the effect of perfection or nonperfection, 14
and the priority of a security interest in collateral: 15
(1) except as otherwise provided in this section, while a debtor is located 16
in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of 17
perfection or nonperfection, and the priority of a security interest in collateral; 18
(2) while collateral is located in a jurisdiction, the local law of that 19
jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority 20
of a possessory security interest in that collateral; 21
(3) except as otherwise provided in (4) of this section, while 22
[TANGIBLE] negotiable tangible documents, goods, instruments, or tangible money 23
[, OR TANGIBLE CHATTEL PAPER] is located in a jurisdiction, the local law of that 24
jurisdiction governs 25
(A) perfection of a security interest in the goods by filing a 26
fixture filing; 27
(B) perfection of a security interest in timber to be cut; and 28
(C) the effect of perfection or nonperfection and the priority of a 29
nonpossessory security interest in the collateral; 30
(4) the local law of the jurisdiction in which the wellhead or minehead 31

Enrolled SB 252 -40-
is located governs perfection, the effect of perfection or nonperfection, and the priority 1
of a security interest in as-extracted collateral. 2
* Sec. 102. AS 45.29.304(a) is amended to read: 3
(a) The local law of a bank's jurisdiction governs perfection, the effect of 4
perfection or nonperfection, and the priority of a security interest in a deposit account 5
maintained with that bank even if the transaction does not bear any relation to the 6
bank's jurisdiction. 7
* Sec. 103. AS 45.29.304(b) is amended to read: 8
(b) The following rules determine a bank's jurisdiction for purposes of 9
AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342]: 10
(1) if an agreement between the bank and the debtor governing the 11
deposit account expressly provides that a particular jurisdiction is the bank's jurisdiction 12
for purposes of AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342], this chapter, or 13
the code, that jurisdiction is the bank's jurisdiction; 14
(2) if (1) of this subsection does not apply and an agreement between 15
the bank and its customer governing the deposit account expressly provides that the 16
agreement is governed by the law of a particular jurisdiction, that jurisdiction is the 17
bank's jurisdiction; 18
(3) if neither (1) nor (2) of this subsection applies and an agreement 19
between the bank and its customer governing the deposit account expressly provides 20
that the deposit account is maintained at an office in a particular jurisdiction, that 21
jurisdiction is the bank's jurisdiction; 22
(4) if (1), (2), or (3) of this subsection does not apply, the bank's 23
jurisdiction is the jurisdiction in which the office identified in an account statement as 24
the office serving the customer's account is located; 25
(5) if (1), (2), (3), or (4) of this subsection does not apply, the bank's 26
jurisdiction is the jurisdiction in which the chief executive office of the bank is located. 27
* Sec. 104. AS 45.29.305(a) is amended to read: 28
(a) Except as otherwise provided in (c) of this section, the following rules apply: 29
(1) while a security certificate is located in a jurisdiction, the local law 30
of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the 31

-41- Enrolled SB 252
priority of a security interest in the certificated security represented by the security 1
certificate; 2
(2) the local law of the issuer's jurisdiction as specified in AS 45.08.110 3
governs perfection, the effect of perfection or nonperfection, and the priority of a 4
security interest in an uncertificated security; 5
(3) the local law of the securities intermediary's jurisdiction as specified 6
in AS 45.08.110(e) governs perfection, the effect of perfection or nonperfection, and the 7
priority of a security interest in a security entitlement or securities account; 8
(4) the local law of the commodity intermediary's jurisdiction governs 9
perfection, the effect of perfection or nonperfection, and the priority of a security 10
interest in a commodity contract or commodity account; 11
(5) the rules specified in (2) - (4) of this subsection apply even if the 12
transaction does not bear any relation to the jurisdiction. 13
* Sec. 105. AS 45.29.305(b) is amended to read: 14
(b) The following rules determine a commodity intermediary's jurisdiction for 15
purposes of AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342]: 16
(1) if an agreement between the commodity intermediary and 17
commodity customer governing the commodity account expressly provides that a 18
particular jurisdiction is the commodity intermediary's jurisdiction for purposes of 19
AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342], this chapter, or the code, that 20
jurisdiction is the commodity intermediary's jurisdiction; 21
(2) if (1) of this subsection does not apply and an agreement between 22
the commodity intermediary and commodity customer governing the commodity 23
account expressly provides that the agreement is governed by the law of a particular 24
jurisdiction, that jurisdiction is the commodity intermediary's jurisdiction; 25
(3) if neither (1) nor (2) of this subsection applies and an agreement 26
between the commodity intermediary and commodity customer governing the 27
commodity account expressly provides that the commodity account is maintained at an 28
office in a particular jurisdiction, that jurisdiction is the commodity intermediary's 29
jurisdiction; 30
(4) if (1), (2), or (3) of this subsection does not apply, the commodity 31

Enrolled SB 252 -42-
intermediary's jurisdiction is the jurisdiction in which the office identified in an account 1
statement as the office serving the commodity customer's account is located; 2
(5) if (1), (2), (3), or (4) of this subsection does not apply, the commodity 3
intermediary's jurisdiction is the jurisdiction in which the chief executive office of the 4
commodity intermediary is located. 5
* Sec. 106. AS 45.29.306(b) is amended to read: 6
(b) For purposes of AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342], an 7
issuer's jurisdiction or nominated person's jurisdiction is the jurisdiction whose law 8
governs the liability of the issuer or nominated person with respect to the letter-of-credit 9
right as provided in AS 45.05.116. 10
* Sec. 107. AS 45.29.307(k) is amended to read: 11
(k) This section applies only for purposes of AS 45.29.301 - 45.29.346 12
[AS 45.29.301 - 45.29.342]. 13
* Sec. 108. AS 45.29.310(b) is amended to read: 14
(b) The filing of a financing statement is not necessary to perfect a security 15
interest 16
(1) that is perfected under AS 45.29.308(d), (e), (f), or (g); 17
(2) that is perfected under AS 45.29.309 when it attaches; 18
(3) in property subject to a statute, regulation, or treaty described in 19
AS 45.29.311(a); 20
(4) in goods in possession of a bailee that is perfected under 21
AS 45.29.312(d)(1) or (2); 22
(5) in certificated securities, documents, goods, or instruments that is 23
perfected without filing, control, or possession under AS 45.29.312(e), (f), or (g); 24
(6) in collateral in the secured party's possession under AS 45.29.313; 25
(7) in a certificated security that is perfected by delivery of the security 26
certificate to the secured party under AS 45.29.313; 27
(8) in controllable accounts, controllable electronic records, 28
controllable payment intangibles, deposit accounts, [ELECTRONIC CHATTEL 29
PAPER,] electronic documents, investment property, or letter-of-credit rights that is 30
perfected by control under AS 45.29.314; 31

-43- Enrolled SB 252
(9) in chattel paper that is perfected by possession and control under 1
AS 45.29.345; 2
(10) in proceeds that is perfected under AS 45.29.315; or 3
(11) [(10)] that is perfected under AS 45.29.316. 4
* Sec. 109. AS 45.29.312(a) is amended to read: 5
(a) A security interest in chattel paper, controllable accounts, controllable 6
electronic records, controllable payment intangibles, [NEGOTIABLE 7
DOCUMENTS,] instruments, [OR] investment property, or negotiable documents 8
may be perfected by filing. 9
* Sec. 110. AS 45.29.312(b) is amended to read: 10
(b) Except as otherwise provided in AS 45.29.315(c) and (d) for proceeds, 11
(1) a security interest in a deposit account may be perfected only by 12
control under AS 45.29.314; 13
(2) and except as otherwise provided in AS 45.29.308(d), a security 14
interest in a letter-of-credit right may be perfected only by control under AS 45.29.314; 15
[AND] 16
(3) a security interest in tangible money may be perfected only by the 17
secured party's taking possession under AS 45.29.313; and 18
(4) a security interest in electronic money may be perfected only by 19
control under AS 45.29.314. 20
* Sec. 111. AS 45.29.312(e) is amended to read: 21
(e) A security interest in certificated securities, negotiable documents, or 22
instruments is perfected without filing or the taking of possession or control for a period 23
of 20 days from the time the security interest attaches to the extent that it arises for new 24
value given under a signed [AN AUTHENTICATED] security agreement. 25
* Sec. 112. AS 45.29.313(a) is amended to read: 26
(a) Except as otherwise provided in (b) of this section, a secured party may 27
perfect a security interest in [TANGIBLE NEGOTIABLE DOCUMENTS,] goods, 28
instruments, negotiable tangible documents, or tangible money [, OR TANGIBLE 29
CHATTEL PAPER] by taking possession of the collateral. A secured party may perfect 30
a security interest in certificated securities by taking delivery of the certificated 31

Enrolled SB 252 -44-
securities under AS 45.08.301. 1
* Sec. 113. AS 45.29.313(c) is amended to read: 2
(c) With respect to collateral other than certificated securities and goods covered 3
by a document, a secured party takes possession of collateral in the possession of a 4
person other than the debtor, the secured party, or a lessee of the collateral from the 5
debtor in the ordinary course of the debtor's business, when the person 6
(1) in possession signs [AUTHENTICATES] a record acknowledging 7
that the person holds possession of the collateral for the secured party's benefit; or 8
(2) takes possession of the collateral after having signed 9
[AUTHENTICATED] a record acknowledging that it will hold possession of the 10
collateral for the secured party's benefit. 11
* Sec. 114. AS 45.29.313(d) is amended to read: 12
(d) If perfection of a security interest depends on [UPON] possession of the 13
collateral by a secured party, perfection occurs not [NO] earlier than the time the 14
secured party takes possession and continues only while the secured party retains 15
possession. 16
* Sec. 115. AS 45.29.314 is amended to read: 17
Sec. 45.29.314. Perfection by control. (a) A security interest in controllable 18
accounts, controllable electronic records, controllable payment intangibles, deposit 19
accounts, electronic documents, electronic money [CHATTEL PAPER], investment 20
property, or letter-of-credit rights [, OR ELECTRONIC DOCUMENTS] may be 21
perfected by control of the collateral under AS 45.07.116, AS 45.29.104, [45.29.105,] 22
45.29.106, [OR] 45.29.107, 45.29.111, or 45.29.112. 23
(b) A security interest in controllable accounts, controllable electronic 24
records, controllable payment intangibles, deposit accounts, electronic documents, 25
electronic money, or [CHATTEL PAPER,] letter-of-credit rights [, OR ELECTRONIC 26
DOCUMENTS] is perfected by control under AS 45.07.116, AS 45.29.104, [45.29.105, 27
OR] 45.29.107, 45.29.111, or 45.29.112 not earlier than the time [WHEN] the secured 28
party obtains control and remains perfected by control only while the secured party 29
retains control. 30
(c) A security interest in investment property is perfected by control under 31

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AS 45.29.106 not earlier than [FROM] the time the secured party obtains control and 1
remains perfected by control until 2
(1) the secured party does not have control; and 3
(2) one of the following occurs: 4
(A) if the collateral is a certificated security, the debtor has or 5
acquires possession of the security certificate; 6
(B) if the collateral is an uncertificated security, the issuer has 7
registered or registers the debtor as the registered owner; or 8
(C) if the collateral is a security entitlement, the debtor is or 9
becomes the entitlement holder. 10
* Sec. 116. AS 45.29.316(a) is amended to read: 11
(a) A security interest perfected under the law of the jurisdiction designated in 12
AS 45.29.301(1), [OR] 45.29.305(c), 45.29.343(d), or 45.29.344(b) remains perfected 13
until the earliest of 14
(1) the time perfection would have ceased under the law of that 15
jurisdiction; 16
(2) the expiration of four months after a change of the debtor's location 17
to another jurisdiction; or 18
(3) the expiration of one year after a transfer of collateral to a person 19
who thereby becomes a debtor and is located in another jurisdiction. 20
* Sec. 117. AS 45.29.316(f) is amended to read: 21
(f) A security interest in chattel paper, controllable accounts, controllable 22
electronic records, controllable payment intangibles, deposit accounts, letter-of-23
credit rights, or investment property that is perfected under the law of the chattel 24
paper's jurisdiction, the controllable electronic record's jurisdiction, the bank's 25
jurisdiction, the issuer's jurisdiction, a nominated person's jurisdiction, the securities 26
intermediary's jurisdiction, or the commodity intermediary's jurisdiction, as applicable, 27
remains perfected until the earlier of 28
(1) the time the security interest would have become unperfected under 29
the law of that jurisdiction; or 30
(2) the expiration of four months after a change of the applicable 31

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jurisdiction to another jurisdiction. 1
* Sec. 118. AS 45.29.317(b) is amended to read: 2
(b) Except as otherwise provided in (e) of this section, a buyer, other than a 3
secured party, of [TANGIBLE CHATTEL PAPER, TANGIBLE DOCUMENTS,] 4
goods, instruments, tangible documents, or a certificated security takes free of a 5
security interest or agricultural lien if the buyer gives value and receives delivery of the 6
collateral without knowledge of the security interest or agricultural lien and before it is 7
perfected. 8
* Sec. 119. AS 45.29.317(d) is amended to read: 9
(d) Subject to (f) - (i) of this section, a [A] licensee of a general intangible or 10
a buyer, other than a secured party, of collateral other than electronic money 11
[TANGIBLE CHATTEL PAPER, TANGIBLE DOCUMENTS], goods, instruments, 12
tangible documents, or a certificated security takes free of a security interest if the 13
licensee or buyer gives value without knowledge of the security interest and before it is 14
perfected. 15
* Sec. 120. AS 45.29.317 is amended by adding new subsections to read: 16
(f) A buyer, other than a secured party, of chattel paper takes free of a security 17
interest if, without knowledge of the security interest and before it is perfected, the buyer 18
gives value and 19
(1) receives delivery of each authoritative tangible copy of the record 20
evidencing the chattel paper; and 21
(2) if each authoritative electronic copy of the record evidencing the 22
chattel paper can be subjected to control under AS 45.29.105, obtains control of each 23
authoritative electronic copy. 24
(g) A buyer of an electronic document takes free of a security interest if, without 25
knowledge of the security interest and before it is perfected, the buyer gives value and, 26
if each authoritative electronic copy of the document can be subjected to control under 27
AS 45.07.116, obtains control of each authoritative electronic copy. 28
(h) A buyer of a controllable electronic record takes free of a security interest 29
if, without knowledge of the security interest and before it is perfected, the buyer gives 30
value and obtains control of the controllable electronic record. 31

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(i) A buyer, other than a secured party, of a controllable account or a controllable 1
payment intangible takes free of a security interest if, without knowledge of the security 2
interest and before it is perfected, the buyer gives value and obtains control of the 3
controllable account or controllable payment intangible. 4
* Sec. 121. AS 45.29.319(b) is amended to read: 5
(b) For purposes of determining the rights of a creditor of a consignee, law other 6
than this chapter determines the rights and title of a consignee while goods are in the 7
consignee's possession if, under AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342], 8
a perfected security interest held by the consignor would have priority over the rights of 9
the creditor. 10
* Sec. 122. AS 45.29.322(f) is amended to read: 11
(f) The provisions of (a) - (e) of this section are subject to 12
(1) the provisions of (g) of this section and the other provisions of 13
AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342]; 14
(2) AS 45.04.210 with respect to a security interest of a collecting bank; 15
(3) AS 45.05.118 with respect to a security interest of an issuer or 16
nominated person; and 17
(4) AS 45.29.110 with respect to a security interest arising under 18
AS 45.02 or AS 45.12. 19
* Sec. 123. AS 45.29.323(d) is amended to read: 20
(d) Except as otherwise provided in (e) of this section, a buyer of goods 21
[OTHER THAN A BUYER IN ORDINARY COURSE OF BUSINESS] takes free of 22
a security interest to the extent that it secures advances made after the earlier of 23
(1) the time the secured party acquires knowledge of the buyer's 24
purchase; or 25
(2) 45 days after the purchase. 26
* Sec. 124. AS 45.29.323(f) is amended to read: 27
(f) Except as otherwise provided in (g) of this section, a lessee of goods [, 28
OTHER THAN A LESSEE IN ORDINARY COURSE OF BUSINESS,] takes the 29
leasehold interest free of a security interest to the extent that it secures advances made 30
after the earlier of 31

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(1) the time the secured party acquires knowledge of the lease; or 1
(2) 45 days after the lease contract becomes enforceable. 2
* Sec. 125. AS 45.29.324(b) is amended to read: 3
(b) Subject to (c) of this section and except as otherwise provided in (g) of this 4
section, a perfected purchase money security interest in inventory has priority over a 5
conflicting security interest in the same inventory, has priority over a conflicting 6
security interest in chattel paper or an instrument constituting proceeds of the inventory 7
and in proceeds of the chattel paper if so provided in AS 45.29.330, and, except as 8
otherwise provided in AS 45.29.327, also has priority in identifiable cash proceeds of 9
the inventory to the extent the identifiable cash proceeds are received on or before the 10
delivery of the inventory to a buyer if 11
(1) the purchase money security interest is perfected when the debtor 12
receives possession of the inventory; 13
(2) the purchase money secured party sends a signed [AN 14
AUTHENTICATED] notification to the holder of the conflicting security interest; 15
(3) the holder of the conflicting security interest receives the notification 16
within five years before the debtor receives possession of the inventory; and 17
(4) the notification states that the person sending the notification has or 18
expects to acquire a purchase money security interest in inventory of the debtor and 19
describes the inventory. 20
* Sec. 126. AS 45.29.324(d) is amended to read: 21
(d) Subject to (e) of this section and except as otherwise provided in (g) of this 22
section, a perfected purchase money security interest in livestock that are farm products 23
has priority over a conflicting security interest in the same livestock, and, except as 24
otherwise provided in AS 45.29.327, a perfected security interest in their identifiable 25
proceeds and identifiable products in their unmanufactured states also has priority if 26
(1) the purchase money security interest is perfected when the debtor 27
receives possession of the livestock; 28
(2) the purchase money secured party sends a signed [AN 29
AUTHENTICATED] notification to the holder of the conflicting security interest; 30
(3) the holder of the conflicting security interest receives the notification 31

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within six months before the debtor receives possession of the livestock; and 1
(4) the notification states that the person sending the notification has or 2
expects to acquire a purchase money security interest in livestock of the debtor and 3
describes the livestock. 4
* Sec. 127. AS 45.29.326(b) is amended to read: 5
(b) The other provisions of AS 45.29.301 - 45.29.346 [AS 45.29.301 - 6
45.29.342] determine the priority among conflicting security interests in the same 7
collateral perfected by filed financing statements described in (a) of this section. 8
However, if the security agreements to which a new debtor became bound as debtor 9
were not entered into by the same original debtor, the conflicting security interests rank 10
according to priority in time of the new debtor's having become bound. 11
* Sec. 128. AS 45.29.330(a) is amended to read: 12
(a) A purchaser of chattel paper has priority over a security interest in the chattel 13
paper that is claimed merely as proceeds of inventory subject to a security interest if 14
(1) in good faith and in the ordinary course of the purchaser's business, 15
the purchaser gives new value, [AND] takes possession of each authoritative tangible 16
copy of the record evidencing the chattel paper, and [OR] obtains control under 17
AS 45.29.105 of each authoritative electronic copy of the record evidencing [OF] 18
the chattel paper [UNDER AS 45.29.105]; and 19
(2) the authoritative copies of the record evidencing the chattel paper 20
do [DOES] not indicate that the chattel paper [IT] has been assigned to an identified 21
assignee other than the purchaser. 22
* Sec. 129. AS 45.29.330(b) is amended to read: 23
(b) A purchaser of chattel paper has priority over a security interest in the chattel 24
paper that is claimed other than merely as proceeds of inventory subject to a security 25
interest if the purchaser gives new value, [AND] takes possession of each authoritative 26
tangible copy of the record evidencing the chattel paper, and [OR] obtains control 27
under AS 45.29.105 of each authoritative electronic copy of the record evidencing 28
[OF] the chattel paper [UNDER AS 45.29.105] in good faith, in the ordinary course of 29
the purchaser's business, and without knowledge that the purchase violates the rights of 30
the secured party. 31

Enrolled SB 252 -50-
* Sec. 130. AS 45.29.330(f) is amended to read: 1
(f) For purposes of (b) and (d) of this section, if the authoritative copies of the 2
record evidencing chattel paper or an instrument indicate [INDICATES] that the 3
chattel paper or instrument [IT] has been assigned to an identified secured party other 4
than the purchaser, a purchaser of the chattel paper or instrument has knowledge that 5
the purchase violates the rights of the secured party. 6
* Sec. 131. AS 45.29.331(a) is amended to read: 7
(a) This chapter does not limit the rights of a holder in due course of a negotiable 8
instrument, a holder to which a negotiable document of title has been duly negotiated, 9
[OR] a protected purchaser of a security, or a qualifying purchaser of a controllable 10
account, controllable electronic record, or controllable payment intangible. These 11
holders or purchasers take priority over an earlier security interest, even if perfected, to 12
the extent provided in AS 45.03, AS 45.07, [AND] AS 45.08, and AS 45.36. 13
* Sec. 132. AS 45.29.331(b) is amended to read: 14
(b) This chapter does not limit the rights of or impose liability on a person to 15
the extent that the person is protected against the assertion of a claim under AS 45.08 16
or AS 45.36. 17
* Sec. 133. AS 45.29.332 is amended to read: 18
Sec. 45.29.332. Transfer of money; transfer of funds from deposit account. 19
(a) A transferee of tangible money takes the money free of a security interest if 20
[UNLESS] the transferee receives possession of the money without acting [ACTS] in 21
collusion with the debtor in violating the rights of the secured party. 22
(b) A transferee of funds from a deposit account takes the funds free of a security 23
interest in the deposit account if [UNLESS] the transferee receives the funds without 24
acting [ACTS] in collusion with the debtor in violating the rights of the secured party. 25
* Sec. 134. AS 45.29.332 is amended by adding a new subsection to read: 26
(c) A transferee of electronic money takes the money free of a security interest 27
if the transferee obtains control of the money without acting in collusion with the debtor 28
in violating the rights of the secured party. 29
* Sec. 135. AS 45.29.334(f) is amended to read: 30
(f) A security interest in fixtures, whether or not perfected, has priority over a 31

-51- Enrolled SB 252
conflicting interest of an encumbrancer or owner of the real property if 1
(1) the encumbrancer or owner has, in a signed [AN 2
AUTHENTICATED] record, consented to the security interest or disclaimed an interest 3
in the goods as fixtures; or 4
(2) the debtor has a right to remove the goods as against the 5
encumbrancer or owner. 6
* Sec. 136. AS 45.29.335(c) is amended to read: 7
(c) Except as otherwise provided in (d) of this section, the other provisions of 8
AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342] determine the priority of a 9
security interest in an accession. 10
* Sec. 137. AS 45.29.336(e) is amended to read: 11
(e) Except as otherwise provided in (f) of this section, the other provisions of 12
AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342] determine the priority of a 13
security interest that attaches to the product or mass under (c) of this section. 14
* Sec. 138. AS 45.29.341 is amended to read: 15
Sec. 45.29.341. Bank's rights and duties with respect to deposit account. 16
Except as otherwise provided in AS 45.29.340(c), and unless the bank otherwise agrees 17
in a signed [AN AUTHENTICATED] record, a bank's rights and duties with respect to 18
a deposit account maintained with the bank are not terminated, suspended, or modified 19
by 20
(1) the creation, attachment, or perfection of a security interest in the 21
deposit account; 22
(2) the bank's knowledge of the security interest; or 23
(3) the bank's receipt of instructions from the secured party. 24
* Sec. 139. AS 45.29 is amended by adding new sections to article 3 to read: 25
Sec. 45.29.343. Law governing perfection and priority of security interests 26
in chattel paper. (a) Except as provided in (d) of this section, if chattel paper is 27
evidenced only by an authoritative electronic copy of the chattel paper or is evidenced 28
by an authoritative electronic copy and an authoritative tangible copy, the local law of 29
the chattel paper's jurisdiction governs perfection, the effect of perfection or 30
nonperfection, and the priority of a security interest in the chattel paper, even if the 31

Enrolled SB 252 -52-
transaction does not bear any relation to the chattel paper's jurisdiction. 1
(b) The following rules determine the chattel paper's jurisdiction under this 2
section: 3
(1) if the authoritative electronic copy of the record evidencing chattel 4
paper, or a record attached to or logically associated with the electronic copy and readily 5
available for review, expressly provides that a particular jurisdiction is the chattel 6
paper's jurisdiction for purposes of AS 45.29.301 - 45.29.346, this chapter, or the code, 7
that jurisdiction is the chattel paper's jurisdiction; 8
(2) if (1) of this subsection does not apply and the rules of the system in 9
which the authoritative electronic copy is recorded are readily available for review and 10
expressly provide that a particular jurisdiction is the chattel paper's jurisdiction for 11
purposes of AS 45.29.301 - 45.29.346, this chapter, or the code, that jurisdiction is the 12
chattel paper's jurisdiction; 13
(3) if (1) and (2) of this subsection do not apply and the authoritative 14
electronic copy, or a record attached to or logically associated with the electronic copy 15
and readily available for review, expressly provides that the chattel paper is governed 16
by the law of a particular jurisdiction, that jurisdiction is the chattel paper's jurisdiction; 17
(4) if (1) - (3) of this subsection do not apply and the rules of the system 18
in which the authoritative electronic copy is recorded are readily available for review 19
and expressly provide that the chattel paper or the system is governed by the law of a 20
particular jurisdiction, that jurisdiction is the chattel paper's jurisdiction; 21
(5) if (1) - (4) of this subsection do not apply, the chattel paper's 22
jurisdiction is the jurisdiction in which the debtor is located. 23
(c) If an authoritative tangible copy of a record evidences chattel paper and the 24
chattel paper is not evidenced by an authoritative electronic copy, while the authoritative 25
tangible copy of the record evidencing chattel paper is located in a jurisdiction, the local 26
law of that jurisdiction governs 27
(1) perfection of a security interest in the chattel paper by possession 28
under AS 45.29.345; and 29
(2) the effect of perfection or nonperfection and the priority of a security 30
interest in the chattel paper. 31

-53- Enrolled SB 252
(d) The local law of the jurisdiction in which the debtor is located governs 1
perfection of a security interest in chattel paper by filing. 2
Sec. 45.29.344. Law governing perfection and priority of security interests 3
in controllable accounts, controllable electronic records, and controllable payment 4
intangibles. (a) Except as provided in (b) of this section, the local law of the controllable 5
electronic record's jurisdiction specified in AS 45.36.107(c) and (d) governs perfection, 6
the effect of perfection or nonperfection, and the priority of a security interest in a 7
controllable electronic record and a security interest in a controllable account or 8
controllable payment intangible evidenced by the controllable electronic record. 9
(b) The local law of the jurisdiction in which the debtor is located governs 10
(1) perfection of a security interest in a controllable account, 11
controllable electronic record, or controllable payment intangible by filing; and 12
(2) automatic perfection of a security interest in a controllable payment 13
intangible created by a sale of the controllable payment intangible. 14
Sec. 45.29.345. Perfection by possession and control of chattel paper. (a) A 15
secured party may perfect a security interest in chattel paper by taking possession of 16
each authoritative tangible copy of the record evidencing the chattel paper and obtaining 17
control of each authoritative electronic copy of the electronic record evidencing the 18
chattel paper. 19
(b) A security interest is perfected under (a) of this section not earlier than the 20
time the secured party takes possession and obtains control and remains perfected under 21
(a) of this section only while the secured party retains possession and control. 22
(c) AS 45.29.313(c) and (f) - (i) apply to perfection by possession of an 23
authoritative tangible copy of a record evidencing chattel paper. 24
Sec. 45.29.346. Priority of security interest in controllable account, 25
controllable electronic record, and controllable payment intangible. A security 26
interest in a controllable account, controllable electronic record, or controllable payment 27
intangible held by a secured party having control of the account, electronic record, or 28
payment intangible has priority over a conflicting security interest held by a secured 29
party that does not have control. 30
* Sec. 140. AS 45.29.404(a) is amended to read: 31

Enrolled SB 252 -54-
(a) Unless an account debtor has made an enforceable agreement not to assert 1
defenses or claims, and subject to (b) - (e) of this section, the rights of an assignee are 2
subject to 3
(1) all terms of the agreement between the account debtor and assignor 4
and a defense or claim in recoupment arising from the transaction that gave rise to the 5
contract; and 6
(2) any other defense or claim of the account debtor against the assignor 7
that accrues before the account debtor receives a notification of the assignment signed 8
[AUTHENTICATED] by the assignor or the assignee. 9
* Sec. 141. AS 45.29.406(a) is amended to read: 10
(a) Subject to (b) - (i) and (l) of this section, an account debtor on an account, 11
chattel paper, or a payment intangible may discharge its obligation by paying the 12
assignor until, but not after, the account debtor receives a notification, signed 13
[AUTHENTICATED] by the assignor or the assignee, that the amount due or to become 14
due has been assigned and that payment is to be made to the assignee. After receipt of 15
the notification, the account debtor may discharge its obligation by paying the assignee 16
and may not discharge its obligation by paying the assignor. 17
* Sec. 142. AS 45.29.406(b) is amended to read: 18
(b) Subject to (h) and (l) of this section, notification is ineffective under (a) of 19
this section 20
(1) if it does not reasonably identify the rights assigned; 21
(2) to the extent that an agreement between an account debtor and a 22
seller of a payment intangible limits the account debtor's duty to pay a person other than 23
the seller and the limitation is effective under law other than this chapter; or 24
(3) at the option of an account debtor, if the notification notifies the 25
account debtor to make less than the full amount of any installment or other periodic 26
payment to the assignee even if 27
(A) only a portion of the account, chattel paper, or payment 28
intangible has been assigned to that assignee; 29
(B) a portion has been assigned to another assignee; or 30
(C) the account debtor knows that the assignment to that assignee 31

-55- Enrolled SB 252
is limited. 1
* Sec. 143. AS 45.29.406(c) is amended to read: 2
(c) Subject to (h) and (l) of this section, if requested by the account debtor, an 3
assignee shall seasonably furnish reasonable proof that the assignment has been made. 4
Unless the assignee complies, the account debtor may discharge its obligation by paying 5
the assignor even if the account debtor has received a notification under (a) of this 6
section. 7
* Sec. 144. AS 45.29.406(d) is amended to read: 8
(d) Except as otherwise provided in (e) and (k) of this section, AS 45.29.407, 9
and AS 45.12.303, and subject to (h) of this section, a term in an agreement between an 10
account debtor and an assignor or in a promissory note is ineffective to the extent that 11
it 12
(1) prohibits, restricts, or requires the consent of the account debtor or 13
person obligated on the promissory note to the assignment or transfer of, or the creation, 14
attachment, perfection, or enforcement of a security interest in, the account, chattel 15
paper, payment intangible, or promissory note; or 16
(2) provides that the assignment, transfer, creation, attachment, 17
perfection, or enforcement of the security interest may give rise to a default, breach, 18
right of recoupment, claim, defense, termination, right of termination, or remedy under 19
the account, chattel paper, payment intangible, or promissory note. 20
* Sec. 145. AS 45.29.406(f) is amended to read: 21
(f) Except as otherwise provided in (k) of this section, AS 45.12.303, and 22
AS 45.29.407, and subject to (h) and (i) of this section, a rule of law, statute, or 23
regulation that prohibits, restricts, or requires the consent of a government, a 24
governmental body or official, or an account debtor to the assignment or transfer of, or 25
creation of a security interest in, an account or chattel paper is ineffective to the extent 26
that the rule of law, statute, or regulation 27
(1) prohibits, restricts, or requires the consent of the government, 28
governmental body or official, or account debtor to the assignment or transfer of, or the 29
creation, attachment, perfection, or enforcement of a security interest in the account or 30
chattel paper; or 31

Enrolled SB 252 -56-
(2) provides that the assignment, transfer, creation, attachment, 1
perfection, or enforcement of the security interest may give rise to a default, breach, 2
right of recoupment, claim, defense, termination, right of termination, or remedy under 3
the account or chattel paper. 4
* Sec. 146. AS 45.29.406(g) is amended to read: 5
(g) Subject to (h) and (l) of this section, an account debtor may not waive or 6
vary its option under (b)(3) of this section. 7
* Sec. 147. AS 45.29.406 is amended by adding new subsections to read: 8
(j) This section prevails over any inconsistent provisions of other statutes unless 9
the other statute contains an exemption that refers specifically to this section. 10
(k) Subsections (d), (f), and (j) of this section do not apply to a security interest 11
in an ownership interest in a general partnership, limited partnership, or limited liability 12
company. 13
(l) Subsections (a) - (c) and (g) of this section do not apply to a controllable 14
account or controllable payment intangible. 15
(m) In (d) of this section, "promissory note" includes a negotiable instrument 16
that evidences chattel paper. 17
* Sec. 148. AS 45.29.408(a) is amended to read: 18
(a) Except as otherwise provided in (b) and (f) of this section, a term in a 19
promissory note or in an agreement between an account debtor and a debtor that relates 20
to a health care insurance receivable or a general intangible, including a contract, permit, 21
license, or franchise, and that prohibits, restricts, or requires the consent of the person 22
obligated on the promissory note or the account debtor to the assignment or transfer of, 23
or creation, attachment, or perfection of a security interest in the promissory note, health 24
care insurance receivable, or general intangible is ineffective to the extent that the term 25
(1) would impair the creation, attachment, or perfection of a security 26
interest; or 27
(2) provides that the assignment, transfer, creation, attachment, or 28
perfection of the security interest may give rise to a default, breach, right of recoupment, 29
claim, defense, termination, right of termination, or remedy under the promissory note, 30
health care insurance receivable, or general intangible. 31

-57- Enrolled SB 252
* Sec. 149. AS 45.29.408(c) is amended to read: 1
(c) Except as otherwise provided in (f) of this section, a [A] rule of law, 2
statute, or regulation that prohibits, restricts, or requires the consent of a government, a 3
governmental body or official, a person obligated on a promissory note, or an account 4
debtor to the assignment or transfer of or creation of a security interest in a promissory 5
note, health care insurance receivable, or general intangible, including a contract, 6
permit, license, or franchise between an account debtor and a debtor, is ineffective to 7
the extent that the rule of law, statute, or regulation 8
(1) would impair the creation, attachment, or perfection of a security 9
interest; or 10
(2) provides that the assignment, transfer, creation, attachment, or 11
perfection of the security interest may give rise to a default, breach, right of recoupment, 12
claim, defense, termination, right of termination, or remedy under the promissory note, 13
health care insurance [HEALTH-CARE-INSURANCE] receivable, or general 14
intangible. 15
* Sec. 150. AS 45.29.408 is amended by adding new subsections to read: 16
(f) This section does not apply to a security interest in an ownership interest in 17
a general partnership, limited partnership, or limited liability company. 18
(g) In this section, "promissory note" includes a negotiable instrument that 19
evidences chattel paper. 20
* Sec. 151. AS 45.29.509(a) is amended to read: 21
(a) A person may file an initial financing statement, amendment that adds 22
collateral covered by a financing statement, or amendment that adds a debtor to a 23
financing statement only if 24
(1) the debtor authorizes the filing in a signed [AN 25
AUTHENTICATED] record or under [PURSUANT TO] (b) or (c) of this section; or 26
(2) the person holds an agricultural lien that has become effective at the 27
time of filing and the financing statement covers only collateral in which the person 28
holds an agricultural lien. 29
* Sec. 152. AS 45.29.509(b) is amended to read: 30
(b) By signing [AUTHENTICATING] or becoming bound as debtor by a 31

Enrolled SB 252 -58-
security agreement, a debtor or new debtor authorizes the filing of an initial financing 1
statement and an amendment covering 2
(1) the collateral described in the security agreement; and 3
(2) property that becomes collateral under AS 45.29.315(a)(2), whether 4
or not the security agreement expressly covers proceeds. 5
* Sec. 153. AS 45.29.513(b) is amended to read: 6
(b) To comply with (a) of this section, a secured party shall cause the secured 7
party of record to file the termination statement 8
(1) within one month after there is no obligation secured by the collateral 9
covered by the financing statement and no commitment to make an advance, incur an 10
obligation, or otherwise give value; or 11
(2) if earlier, within 20 days after the secured party receives a signed 12
[AN AUTHENTICATED] demand from a debtor. 13
* Sec. 154. AS 45.29.513(c) is amended to read: 14
(c) In cases not governed by (a) of this section, within 20 days after a secured 15
party receives a signed [AN AUTHENTICATED] demand from a debtor, the secured 16
party shall cause the secured party of record for a financing statement to send to the 17
debtor a termination statement for the financing statement or file the termination 18
statement in the filing office if 19
(1) except in the case of a financing statement covering accounts or 20
chattel paper that has been sold or goods that are the subject of a consignment, there is 21
no obligation secured by the collateral covered by the financing statement and no 22
commitment to make an advance, incur an obligation, or otherwise give value; 23
(2) the financing statement covers accounts or chattel paper that has been 24
sold but as to which the account debtor or other person obligated has discharged its 25
obligation; 26
(3) the financing statement covers goods that were the subject of a 27
consignment to the debtor but are not in the debtor's possession; or 28
(4) the debtor did not authorize the filing of the initial financing 29
statement. 30
* Sec. 155. AS 45.29.601(b) is amended to read: 31

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(b) A secured party in possession of collateral or control of collateral under 1
AS 45.07.116, AS 45.29.104, 45.29.105, 45.29.106, [OR] 45.29.107, 45.29.111, or 2
45.29.112 has the rights and duties provided in AS 45.29.207. 3
* Sec. 156. AS 45.29.605 is amended to read: 4
Sec. 45.29.605. Unknown debtor or secondary obligor. Except as provided 5
in (b) of this section, a [A] secured party does not owe a duty based on its status as 6
secured party to 7
(1) a person who is a debtor or obligor unless the secured party knows 8
(A) that the person is a debtor or obligor; 9
(B) the identity of the person; and 10
(C) how to communicate with the person; or 11
(2) a secured party or lienholder that has filed a financing statement 12
against a person unless the secured party knows 13
(A) that the person is a debtor; and 14
(B) the identity of the person. 15
* Sec. 157. AS 45.29.605 is amended by adding a new subsection to read: 16
(b) A secured party owes a duty based on its status as a secured party to a person 17
if, at the time the secured party obtains control of collateral that is a controllable account, 18
controllable electronic record, or controllable payment intangible or at the time the 19
security interest attaches to the collateral, whichever is later, 20
(1) the person is a debtor or obligor; and 21
(2) the secured party knows that the information specified in (a)(1)(A), 22
(B), or (C) of this section relating to the person is not provided by the collateral, a record 23
attached to or logically associated with the collateral, or the system in which the 24
collateral is recorded. 25
* Sec. 158. AS 45.29.608(a) is amended to read: 26
(a) If a security interest or agricultural lien secures payment or performance of 27
an obligation, the following rules apply: 28
(1) a secured party shall apply or pay over for application the cash 29
proceeds of collection or enforcement under AS 45.29.607 in the following order to 30
(A) the reasonable expenses of collection and enforcement and, 31

Enrolled SB 252 -60-
to the extent provided for by agreement and not prohibited by law, reasonable 1
attorney fees and legal expenses incurred by the secured party; 2
(B) the satisfaction of obligations secured by the security interest 3
or agricultural lien under which the collection or enforcement is made; and 4
(C) the satisfaction of obligations secured by a subordinate 5
security interest in or other lien on the collateral subject to the security interest 6
or agricultural lien under which the collection or enforcement is made if the 7
secured party receives a signed [AN AUTHENTICATED] demand for proceeds 8
before distribution of the proceeds is completed; 9
(2) if requested by a secured party, a holder of a subordinate security 10
interest or other lien shall furnish reasonable proof of the interest or lien within a 11
reasonable time; unless the holder complies, the secured party need not comply with the 12
holder's demand under (1)(C) of this subsection; 13
(3) a secured party need not apply or pay over for application noncash 14
proceeds of collection and enforcement under AS 45.29.607 unless the failure to do so 15
would be commercially unreasonable; a secured party that applies or pays over for 16
application noncash proceeds shall do so in a commercially reasonable manner; 17
(4) a secured party shall account to and pay a debtor for any surplus, and 18
the obligor is liable for any deficiency. 19
* Sec. 159. AS 45.29.611(a) is amended to read: 20
(a) In this section, "notification date" means the earlier of the date on which 21
(1) a secured party sends to the debtor and any secondary obligor a 22
signed [AN AUTHENTICATED] notification of disposition; or 23
(2) the debtor and any secondary obligor waive the right to 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 received, 4
before the notification date, a signed [AN AUTHENTICATED] notification of 5
a claim of an interest in the collateral; 6
(B) any other secured party or lienholder that, 10 days before the 7
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 indicated 23
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 a 27
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

Enrolled SB 252 -62-
Sec. 45.29.613. General contents and form of notification before disposition 1
of collateral. (a) Except in a consumer goods transaction, the following rules apply: 2
(1) the contents of a notification of disposition are sufficient if the 3
notification 4
(A) describes the debtor and the secured party; 5
(B) describes the collateral that is the subject of the intended 6
disposition; 7
(C) states the method of intended disposition; 8
(D) states that the debtor is entitled to an accounting of the 9
unpaid indebtedness and states the charge, if any, for an accounting; and 10
(E) states the time and place of a public disposition or the time 11
after which any other disposition is to be made; 12
(2) whether the contents of a notification that lacks any of the 13
information specified in (1) of this subsection are nevertheless sufficient is a question 14
of fact; 15
(3) the contents of a notification providing substantially the information 16
specified in (1) of this subsection are sufficient even if the notification includes 17
(A) information not specified by that paragraph; or 18
(B) minor errors that are not seriously misleading; 19
(4) a particular phrasing of the notification is not required; 20
(5) the following form of notification and the form appearing in 21
AS 45.29.614(a)(3), when completed in accordance with the instructions in (b) of this 22
section and AS 45.29.614(b), each provide sufficient information: 23
NOTIFICATION OF DISPOSITION OF COLLATERAL 24
To: (Name of debtor, obligor, or other person to which the 25
notification is sent) 26
From: (Name, address, and telephone number of secured party) 27
(1) Name of any debtor that is not an addressee: (Name of each 28
debtor) 29
(2) We will sell (describe collateral) (to the highest qualified bidder) 30
at public sale. A sale could include a lease or license. The sale 31

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will be held as follows: 1
(Date) 2
(Time) 3
(Place) 4
(3) We will sell (describe collateral) at private sale sometime after 5
(date). A sale could include a lease or license. 6
(4) You are entitled to an accounting of the unpaid indebtedness 7
secured by the property that we intend to sell or, as applicable, 8
lease or license. 9
(5) If you request an accounting you must pay a charge of $ 10
(amount). 11
(6) You may request an accounting by calling us at (telephone 12
number). 13
[End of Form] 14
(b) The following instructions apply to the form of notification in (a)(5) of this 15
section: 16
(1) the instructions in this subsection refer to the numbers in parentheses 17
before items in the form of notification set out in (a)(5) of this section; do not include 18
the numbers or parentheses in the notification; the numbers and parentheses are used 19
only for the purpose of these instructions; 20
(2) include and complete item (1) of the form only if there is a debtor 21
that is not an addressee of the notification and list the name or names; 22
(3) include and complete either item (2) of the form, if the notification 23
relates to a public disposition of the collateral, or item (3) of the form, if the notification 24
relates to a private disposition of the collateral; if item (2) of the form is included, 25
include the words "to the highest qualified bidder" only if applicable; 26
(4) include and complete items (4) and (6) of the form; 27
(5) include and complete item (5) of the form only if the sender will 28
charge the recipient for an accounting. 29
* Sec. 164. AS 45.29.614 is repealed and reenacted to read: 30
Sec. 45.29.614. Contents and form of notification before disposition of 31

Enrolled SB 252 -64-
collateral in consumer goods transaction. (a) In a consumer goods transaction, the 1
following rules apply: 2
(1) a notification of disposition must provide the following information: 3
(A) the information specified in AS 45.29.613(a)(1); 4
(B) a description of any liability for a deficiency of the person to 5
which the notification is sent; 6
(C) a telephone number from which the amount that must be paid 7
to the secured party to redeem the collateral under AS 45.29.623 is available; 8
and 9
(D) a telephone number or mailing address from which 10
additional information concerning the disposition and the obligation secured is 11
available; 12
(2) a particular phrasing of the notification is not required; 13
(3) the following form of notification, when completed in accordance 14
with the instructions in (b) of this section, provides sufficient information: 15
(Name and address of secured party) 16
(Date) 17
NOTICE OF OUR PLAN TO SELL PROPERTY 18
(Name and address of any obligor who is also a debtor) 19
Subject: (Identify transaction) 20
We have your (describe collateral), because you broke promises in our 21
agreement. 22
(1) We will sell (describe collateral) at public sale. A sale could 23
include a lease or license. The sale will be held as follows: 24
(Date) 25
(Time) 26
(Place) 27
You may attend the sale and bring bidders if you want. 28
(2) We will sell (describe collateral) at private sale sometime after 29
(date). A sale could include a lease or license. 30
(3) The money that we get from the sale, after paying our costs, will 31

-65- Enrolled SB 252
reduce the amount you owe. If we get less money than you owe, 1
you (will or will not, as applicable) still owe us the difference. If 2
we get more money than you owe, you will get the extra money, 3
unless we must pay it to someone else. 4
(4) You can get the property back at any time before we sell it by 5
paying us the full amount you owe, not just the past due 6
payments, including our expenses. To learn the exact amount you 7
must pay, call us at (telephone number). 8
(5) If you want us to explain to you in (writing) (writing or in 9
(description of electronic record)) (description of electronic 10
record) how we have figured the amount that you owe us, (6) call 11
us at (telephone number) (or) (write us at (secured party's 12
address)) (or contact us by (description of electronic 13
communication method)) (7) and request (a written explanation) 14
(a written explanation or an explanation in (description of 15
electronic record)) (an explanation in (description of electronic 16
record)). 17
(8) We will charge you $ (amount) for the explanation if we sent you 18
another written explanation of the amount you owe us within the 19
last six months. 20
(9) If you need more information about the sale (call us at (telephone 21
number)) (or) (write us at (secured party's address)) (or contact 22
us by (description of electronic communication method)). 23
(10) We are sending this notice to the following other people who 24
have an interest in (describe collateral) or who owe money under 25
your agreement: 26
(Names of all other debtors and obligors, if any) 27
[End of Form] 28
(4) a notification in the form set out in (3) of this subsection is sufficient 29
even if additional information appears at the end of the form; 30
(5) a notification in the form set out in (3) of this subsection is sufficient 31

Enrolled SB 252 -66-
even if it includes errors in information not required by (1) of this subsection unless the 1
error is misleading with respect to rights arising under this chapter; 2
(6) if a notification under this section is not in the form set out in (3) of 3
this subsection, law other than this chapter determines the effect of including 4
information not required by (1) of this subsection. 5
(b) The following instructions apply to the form of notification set out in (a)(3) 6
of this section: 7
(1) the instructions in this subsection refer to the numbers in parentheses 8
before items in the form of notification set out in (a)(3) of this section; do not include 9
the numbers or parentheses in the notification; the numbers and parentheses are used 10
only for the purpose of these instructions; 11
(2) include and complete either item (1) of the form, if the notification 12
relates to a public disposition of the collateral, or item (2) of the form, if the notification 13
relates to a private disposition of the collateral; 14
(3) include and complete items (3) - (7) of the form; 15
(4) in item (5) of the form, include and complete any one of the three 16
alternative methods for the explanation: writing, writing or electronic record, or 17
electronic record; 18
(5) in item (6) of the form, include the telephone number; in addition, 19
the sender may include and complete either or both of the two additional alternative 20
methods of communication, writing or electronic communication, for the recipient of 21
the notification to communicate with the sender; neither of the two additional methods 22
of communication is required to be included; 23
(6) in item (7) of the form, include and complete the method or methods 24
for the explanation, writing, writing or electronic record, or electronic record, included 25
in item (5) of the form; 26
(7) include and complete item (8) of the form only if a written 27
explanation is included in item (5) of the form as a method for communicating the 28
explanation and the sender will charge the recipient for another written explanation; 29
(8) in item (9) of the form, include either the telephone number or the 30
address or both the telephone number and the address; in addition, the sender may 31

-67- Enrolled SB 252
include and complete the additional method of communication, electronic 1
communication, for the recipient of the notification to communicate with the sender; the 2
additional method of electronic communication is not required to be included; 3
(9) if item (10) of the form does not apply, insert "None" after 4
"agreement." 5
* Sec. 165. AS 45.29.615(a) is amended to read: 6
(a) A secured party shall apply or pay over for application the cash proceeds of 7
disposition under AS 45.29.610 in the following order: 8
(1) the reasonable expenses of retaking, holding, preparing for 9
disposition, processing, and disposing and, to the extent provided for by agreement and 10
not prohibited by law, reasonable attorney fees and legal expenses incurred by the 11
secured party; 12
(2) the satisfaction of obligations secured by the security interest or 13
agricultural lien under which the disposition is made; 14
(3) the satisfaction of obligations secured by any subordinate security 15
interest in or other subordinate lien on the collateral if 16
(A) the secured party receives from the holder of the subordinate 17
security interest or other lien a signed [AN AUTHENTICATED] demand for 18
proceeds before distribution of the proceeds is completed; and 19
(B) in a case in which a consignor has an interest in the collateral, 20
the subordinate security interest or other lien is senior to the interest of the 21
consignor; and 22
(4) a secured party that is a consignor of the collateral if the secured 23
party receives from the consignor a signed [AN AUTHENTICATED] demand for 24
proceeds before distribution of the proceeds is completed. 25
* Sec. 166. AS 45.29.616(a) is amended to read: 26
(a) In this section, 27
(1) "explanation" means a record [WRITING] that 28
(A) states the amount of the surplus or deficiency; 29
(B) provides an explanation in accordance with (c) of this section 30
of how the secured party calculated the surplus or deficiency; 31

Enrolled SB 252 -68-
(C) states, if applicable, that future debits, credits, charges, 1
including additional credit service charges or interest, rebates, and expenses may 2
affect the amount of the surplus or deficiency; and 3
(D) provides a telephone number or mailing address from which 4
additional information concerning the transaction is available; 5
(2) "request" means a record 6
(A) signed [AUTHENTICATED] by a debtor or consumer 7
obligor; 8
(B) requesting that the recipient provide an explanation; and 9
(C) sent after disposition of the collateral under AS 45.29.610. 10
* Sec. 167. AS 45.29.616(b) is amended to read: 11
(b) In a consumer goods transaction in which the debtor is entitled to a surplus 12
or a consumer obligor is liable for a deficiency under AS 45.29.615, the secured party 13
shall 14
(1) send an explanation to the debtor or consumer obligor, as applicable, 15
after the disposition and 16
(A) before or when the secured party accounts to the debtor and 17
pays any surplus or first makes [WRITTEN] demand in a record on the 18
consumer obligor after the disposition for payment of the deficiency; and 19
(B) within 14 days after receipt of a request; or 20
(2) in the case of a consumer obligor who is liable for a deficiency, 21
within 14 days after receipt of a request, send to the consumer obligor a record waiving 22
the secured party's right to a deficiency. 23
* Sec. 168. AS 45.29.616(c) is amended to read: 24
(c) To comply with (a)(1)(B) of this section, an explanation [A WRITING] 25
must provide the following information in the following order: 26
(1) the aggregate amount of obligations secured by the security interest 27
under which the disposition was made, and, if the amount reflects a rebate of unearned 28
interest or credit service charge, an indication of that fact, calculated as of a specified 29
date 30
(A) if the secured party takes or receives possession of the 31

-69- Enrolled SB 252
collateral after default, not more than 35 days before the secured party takes or 1
receives possession; or 2
(B) if the secured party takes or receives possession of the 3
collateral before default or does not take possession of the collateral, not more 4
than 35 days before the disposition; 5
(2) the amount of proceeds of the disposition; 6
(3) the aggregate amount of the obligations after deducting the amount 7
of proceeds; 8
(4) the amount, in the aggregate or by type, and types of expenses, 9
including expenses of retaking, holding, preparing for disposition, processing, and 10
disposing of the collateral, and attorney fees secured by the collateral that are known to 11
the secured party and relate to the current disposition; 12
(5) the amount, in the aggregate or by type, and types of credits, 13
including rebates of interest or credit service charges, to which the obligor is known to 14
be entitled and that are not reflected in the amount in (1) of this subsection; and 15
(6) the amount of the surplus or deficiency. 16
* Sec. 169. AS 45.29.619(a) is amended to read: 17
(a) In this section, "transfer statement" means a record signed 18
[AUTHENTICATED] by a secured party stating 19
(1) that the debtor has defaulted in connection with an obligation secured 20
by specified collateral; 21
(2) that the secured party has exercised its post-default remedies with 22
respect to the collateral; 23
(3) that, by reason of the exercise, a transferee has acquired the rights of 24
the debtor in the collateral; and 25
(4) the name and mailing address of the secured party, debtor, and 26
transferee. 27
* Sec. 170. AS 45.29.620(a) is amended to read: 28
(a) Except as otherwise provided in (g) of this section, a secured party may 29
accept collateral in full or partial satisfaction of the obligation it secures only if 30
(1) the debtor consents to the acceptance under (c) of this section; 31

Enrolled SB 252 -70-
(2) the secured party does not receive, within the time set out in (d) of 1
this section, a notification of objection to the proposal signed [AUTHENTICATED] by 2
(A) a person to which the secured party was required to send a 3
proposal under AS 45.29.621; or 4
(B) any other person, other than the debtor, holding an interest 5
in the collateral subordinate to the security interest that is the subject of the 6
proposal; 7
(3) if the collateral is consumer goods, the collateral is not in the 8
possession of the debtor when the debtor consents to the acceptance; and 9
(4) the provisions of (e) of this section do not require the secured party 10
to dispose of the collateral or the debtor waives the requirement under AS 45.29.624. 11
* Sec. 171. AS 45.29.620(b) is amended to read: 12
(b) A purported or apparent acceptance of collateral under this section is 13
ineffective unless 14
(1) the secured party consents to the acceptance in a signed [AN 15
AUTHENTICATED] record or sends a proposal to the debtor; and 16
(2) the conditions of (a) of this section are met. 17
* Sec. 172. AS 45.29.620(c) is amended to read: 18
(c) For purposes of this section, a debtor consents to an acceptance of collateral 19
(1) in partial satisfaction of the obligation it secures only if the debtor 20
agrees to the terms of the acceptance in a record signed [AUTHENTICATED] after 21
default; and 22
(2) in full satisfaction of the obligation it secures only if the debtor 23
agrees to the terms of the acceptance in a record signed [AUTHENTICATED] after 24
default or the secured party 25
(A) sends to the debtor after default a proposal that is 26
unconditional or subject only to a condition that collateral not in the possession 27
of the secured party be preserved or maintained; 28
(B) in the proposal, proposes to accept collateral in full 29
satisfaction of the obligation it secures; and 30
(C) does not receive a notification of objection signed 31

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[AUTHENTICATED] by the debtor within 20 days after the proposal is sent. 1
* Sec. 173. AS 45.29.620(f) is amended to read: 2
(f) To comply with (e) of this section, the secured party shall dispose of the 3
collateral within 4
(1) 90 days after taking possession; or 5
(2) any longer period to which the debtor and all secondary obligors 6
have agreed in an agreement to that effect entered into and signed 7
[AUTHENTICATED] after default. 8
* Sec. 174. AS 45.29.621(a) is amended to read: 9
(a) A secured party who desires to accept collateral in full or partial satisfaction 10
of the obligation it secures shall send its proposal to 11
(1) any person from which the secured party has received, before the 12
debtor consented to the acceptance, a signed [AN AUTHENTICATED] notification of 13
a claim of an interest in the collateral; 14
(2) any other secured party or lienholder who, 10 days before the debtor 15
consented to the acceptance, held a security interest in or other lien on the collateral 16
perfected by the filing of a financing statement that 17
(A) identified the collateral; 18
(B) was indexed under the debtor's name as of that date; and 19
(C) was filed in the office or offices in which to file a financing 20
statement against the debtor covering the collateral as of that date; and 21
(3) any other secured party who, 10 days before the debtor consented to 22
the acceptance, held a security interest in the collateral perfected by compliance with a 23
statute, regulation, or treaty described in AS 45.29.311(a). 24
* Sec. 175. AS 45.29.624 is amended to read: 25
Sec. 45.29.624. Waiver. (a) A debtor or secondary obligor may waive the right 26
to notification of disposition of collateral under AS 45.29.611 only by an agreement to 27
that effect entered into and signed [AUTHENTICATED] after default. 28
(b) A debtor may waive the right to require disposition of collateral under 29
AS 45.29.620(e) only by an agreement to that effect entered into and signed 30
[AUTHENTICATED] after default. 31

Enrolled SB 252 -72-
(c) Except in a consumer goods transaction, a debtor or secondary obligor may 1
waive the right to redeem collateral under AS 45.29.623 only by an agreement to that 2
effect entered into and signed [AUTHENTICATED] after default. 3
* Sec. 176. AS 45.29.628(a) is amended to read: 4
(a) Subject to (f) of this section, unless [UNLESS] a secured party knows that 5
a person is a debtor or obligor, knows the identity of the person, and knows how to 6
communicate with the person, 7
(1) the secured party is not liable to the person, or to a secured party or 8
lienholder that has filed a financing statement against the person, for failure to comply 9
with this chapter; and 10
(2) the secured party's failure to comply with this chapter does not affect 11
the liability of the person for a deficiency. 12
* Sec. 177. AS 45.29.628(b) is amended to read: 13
(b) Subject to (f) of this section, a [A] secured party is not liable because of its 14
status as secured party 15
(1) to a person who is a debtor or obligor unless the secured party knows 16
(A) that the person is a debtor or obligor; 17
(B) the identity of the person; and 18
(C) how to communicate with the person; or 19
(2) to a secured party or lienholder that has filed a financing statement 20
against a person unless the secured party knows 21
(A) that the person is a debtor; and 22
(B) the identity of the person. 23
* Sec. 178. AS 45.29.628 is amended by adding a new subsection to read: 24
(f) Subsections (a) and (b) of this section do not apply to limit the liability of a 25
secured party to a person if, at the time the secured party obtains control of collateral 26
that is a controllable account, controllable electronic record, or controllable payment 27
intangible or at the time the security interest attaches to the collateral, whichever is later, 28
(1) the person is a debtor or obligor; and 29
(2) the secured party knows that the information specified in (b)(1)(A), 30
(B), or (C) of this section relating to the person is not provided by the collateral, a record 31

-73- Enrolled SB 252
attached to or logically associated with the collateral, or the system in which the 1
collateral is recorded. 2
* Sec. 179. AS 45.29.705(d) is amended to read: 3
(d) The filing of a continuation statement on or after July 1, 2001, does not 4
continue the effectiveness of the financing statement filed before July 1, 2001. 5
However, upon the timely filing of a continuation statement on or after July 1, 2001, 6
and in accordance with the law of the jurisdiction governing perfection as provided in 7
AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342], the effectiveness of a financing 8
statement filed in the same office in that jurisdiction before July 1, 2001, continues for 9
the period provided by the law of that jurisdiction. 10
* Sec. 180. AS 45.29.705(e) is amended to read: 11
(e) The provisions of (c)(2) of this section apply to a financing statement that, 12
before July 1, 2001, is filed against a transmitting utility and satisfies the applicable 13
requirements for perfection under the law of the jurisdiction governing perfection as 14
provided in former AS 45.09.103 only to the extent that AS 45.29.301 - 45.29.346 15
[AS 45.29.301 - 45.29.342] provides that the law of a jurisdiction other than the 16
jurisdiction in which the financing statement is filed governs perfection of a security 17
interest in collateral covered by the financing statement. 18
* Sec. 181. AS 45.29.707(a) is amended to read: 19
(a) On or after July 1, 2001, a person may add or delete collateral covered by, 20
continue or terminate the effectiveness of, or otherwise amend the information provided 21
in, a pre-effective date financing statement only in accordance with the law of the 22
jurisdiction governing perfection as provided in AS 45.29.301 - 45.29.346 23
[AS 45.29.301 - 45.29.342]. However, the effectiveness of a pre-effective date 24
financing statement also may be terminated in accordance with the law of the 25
jurisdiction in which the financing statement is filed. 26
* Sec. 182. AS 45.29.707(d) is amended to read: 27
(d) Whether or not the law of this state governs perfection of a security interest, 28
the effectiveness of a pre-effective date financing statement filed in this state may be 29
terminated on or after July 1, 2001, by filing a termination statement in the office in 30
which the pre-effective date financing statement is filed, unless an initial financing 31

Enrolled SB 252 -74-
statement that satisfies AS 45.29.706(c) has been filed in the office specified by the law 1
of the jurisdiction governing perfection as provided in AS 45.29.301 - 45.29.346 2
[AS 45.29.301 - 45.29.342] as the office in which to file a financing statement. 3
* Sec. 183. AS 45 is amended by adding a new chapter to read: 4
Chapter 36. Controllable Electronic Records. 5
Article 1. General Provisions. 6
Sec. 45.36.101. Short title. This chapter may be cited as Uniform Commercial 7
Code - Controllable Electronic Records. 8
Sec. 45.36.102. Definitions. (a) In this chapter, 9
(1) "account debtor" has the meaning given in AS 45.29.102(a); 10
(2) "chattel paper" has the meaning given in AS 45.29.102(a); 11
(3) "controllable account" has the meaning given in AS 45.29.102(a); 12
(4) "controllable electronic record" means a record stored in an 13
electronic medium that can be subjected to control under AS 45.36.105; "controllable 14
electronic record" does not include a controllable account, a controllable payment 15
intangible, a deposit account, an electronic copy of a record evidencing chattel paper, 16
an electronic document of title, electronic money, investment property, or a transferable 17
record; 18
(5) "controllable payment intangible" has the meaning given in 19
AS 45.29.102(a); 20
(6) "deposit account" has the meaning given in AS 45.29.102(a); 21
(7) "electronic money" has the meaning given in AS 45.29.102(a); 22
(8) "investment property" has the meaning given in AS 45.29.102(a); 23
(9) "qualifying purchaser" means a purchaser of a controllable electronic 24
record or an interest in a controllable electronic record that obtains control of the 25
controllable electronic record for value, in good faith, and without notice of a claim of 26
a property right in the controllable electronic record; 27
(10) "transferable record" has the meaning given in 28
(A) 15 U.S.C. 7021(a)(1) (Electronic Signatures in Global and 29
National Commerce Act); or 30
(B) AS 09.80.130(f); 31

-75- Enrolled SB 252
(11) "value" has the meaning given in AS 45.03.303(a), as if references 1
in that subsection to an "instrument" were references to a controllable account, 2
controllable electronic record, or controllable payment intangible. 3
(b) AS 45.01 contains general definitions and principles of construction and 4
interpretation applicable throughout this chapter. 5
Sec. 45.36.103. Relation to AS 45.29 and consumer laws. (a) If there is 6
conflict between this chapter and AS 45.29, AS 45.29 governs. 7
(b) A transaction subject to this chapter is subject to 8
(1) an applicable rule of law that establishes a different rule for 9
consumers; 10
(2) another statute or regulation that regulates the rates, charges, 11
agreements, and practice for loans, credit sales, or other extensions of credit; and 12
(3) consumer protection statutes or regulations. 13
Sec. 45.36.104. Rights in controllable account, controllable electronic 14
record, and controllable payment intangible. (a) This section applies to the 15
acquisition and purchase of rights in a controllable account or controllable payment 16
intangible, including the rights and benefits specified in (c) - (e), (g), and (h) of this 17
section of a purchaser and qualifying purchaser, in the same manner this section applies 18
to a controllable electronic record. 19
(b) To determine whether a purchaser of a controllable account or a controllable 20
payment intangible is a qualifying purchaser, the purchaser obtains control of the 21
account or payment intangible if it obtains control of the controllable electronic record 22
that evidences the account or payment intangible. 23
(c) Except as provided in this section, law other than this chapter determines 24
whether a person acquires a right in a controllable electronic record and the right the 25
person acquires. 26
(d) A purchaser of a controllable electronic record acquires all rights in the 27
controllable electronic record that the transferor had or had power to transfer, except 28
that a purchaser of a limited interest in a controllable electronic record acquires rights 29
only to the extent of the interest purchased. 30
(e) A qualifying purchaser acquires its rights in the controllable electronic 31

Enrolled SB 252 -76-
record free of a claim of a property right in the controllable electronic record. 1
(f) Except as provided in (a) and (e) of this section for a controllable account 2
and a controllable payment intangible or law other than this chapter, a qualifying 3
purchaser takes a right to payment, right to performance, or other interest in property 4
evidenced by the controllable electronic record subject to a claim of a property right in 5
the right to payment, right to performance, or other interest in property. 6
(g) An action may not be asserted against a qualifying purchaser based on both 7
a purchase by the qualifying purchaser of a controllable electronic record and a claim 8
of a property right in another controllable electronic record, whether the action is framed 9
in conversion, replevin, constructive trust, equitable lien, or other theory. 10
(h) Filing of a financing statement under AS 45.29 is not notice of a claim of a 11
property right in a controllable electronic record. 12
Sec. 45.36.105. Control of controllable electronic record. (a) A person has 13
control of a controllable electronic record if the electronic record, a record attached to 14
or logically associated with the electronic record, or a system in which the electronic 15
record is recorded 16
(1) gives the person 17
(A) power to avail itself of substantially all the benefit from the 18
electronic record; and 19
(B) exclusive power, subject to (b) of this section, to 20
(i) prevent others from availing themselves of 21
substantially all the benefit from the electronic record; and 22
(ii) transfer control of the electronic record to another 23
person or cause another person to obtain control of another controllable 24
electronic record as a result of the transfer of the electronic record; and 25
(2) enables the person readily to identify itself in any way, including by 26
name, identifying number, cryptographic key, office, or account number, as having the 27
powers specified in (1) of this subsection. 28
(b) Subject to (c) of this section, a power is exclusive under (a)(1)(B)(i) and (ii) 29
of this section even if 30
(1) the controllable electronic record, a record attached to or logically 31

-77- Enrolled SB 252
associated with the electronic record, or a system in which the electronic record is 1
recorded limits the use of the electronic record or has a protocol programmed to cause 2
a change, including a transfer or loss of control or a modification of benefits afforded 3
by the electronic record; or 4
(2) the power is shared with another person. 5
(c) A power of a person is not shared with another person under (b)(2) of this 6
section and the person's power is not exclusive if 7
(1) the person can exercise the power only if the power also is exercised 8
by the other person; and 9
(2) the other person 10
(A) can exercise the power without exercise of the power by the 11
person; or 12
(B) is the transferor to the person of an interest in the controllable 13
electronic record or a controllable account or controllable payment intangible 14
evidenced by the controllable electronic record. 15
(d) If a person has the powers specified in (a)(1)(B)(i) and (ii) of this section, 16
the powers are presumed to be exclusive. 17
(e) A person has control of a controllable electronic record if another person, 18
other than the transferor to the person of an interest in the controllable electronic record 19
or a controllable account or controllable payment intangible evidenced by the 20
controllable electronic record 21
(1) has control of the electronic record and acknowledges that it has 22
control on behalf of the person; or 23
(2) obtains control of the electronic record after having acknowledged 24
that it will obtain control of the electronic record on behalf of the person. 25
(f) A person that has control under this section is not required to acknowledge 26
that it has control on behalf of another person. 27
(g) If a person acknowledges that it has or will obtain control on behalf of 28
another person, unless the person otherwise agrees or law other than this chapter or 29
AS 45.29 otherwise provides, the person does not owe a duty to the other person and is 30
not required to confirm the acknowledgment to another person. 31

Enrolled SB 252 -78-
Sec. 45.36.106. Discharge of account debtor on controllable account or 1
controllable payment intangible. (a) An account debtor on a controllable account or 2
controllable payment intangible may discharge its obligation by paying 3
(1) the person having control of the controllable electronic record that 4
evidences the controllable account or controllable payment intangible; or 5
(2) except as provided in (b) of this section, a person that formerly had 6
control of the controllable electronic record. 7
(b) Subject to (d) of this section, the account debtor may not discharge its 8
obligation by paying a person that formerly had control of the controllable electronic 9
record if the account debtor receives a notification that 10
(1) is signed by a person that formerly had control or the person to which 11
control was transferred; 12
(2) reasonably identifies the controllable account or controllable 13
payment intangible; 14
(3) notifies the account debtor that control of the controllable electronic 15
record that evidences the controllable account or controllable payment intangible was 16
transferred; 17
(4) identifies the transferee, in any reasonable way, including by name, 18
identifying number, cryptographic key, office, or account number; and 19
(5) provides a commercially reasonable method by which the account 20
debtor is to pay the transferee. 21
(c) After receipt of a notification that complies with (b) of this section, the 22
account debtor may discharge its obligation by paying in accordance with the 23
notification and may not discharge the obligation by paying a person that formerly had 24
control. 25
(d) Subject to (h) of this section, notification is ineffective under (b) of this 26
section 27
(1) unless, before the notification is sent, the account debtor and the 28
person that, at that time, had control of the controllable electronic record that evidences 29
the controllable account or controllable payment intangible agree in a signed record to 30
a commercially reasonable method by which a person may furnish reasonable proof that 31

-79- Enrolled SB 252
control has been transferred; 1
(2) to the extent an agreement between the account debtor and seller of 2
a payment intangible limits the account debtor's duty to pay a person other than the seller 3
and the limitation is effective under law other than this chapter; or 4
(3) at the option of the account debtor, if the notification notifies the 5
account debtor to 6
(A) divide a payment; 7
(B) make less than the full amount of an installment or other 8
periodic payment; or 9
(C) pay a part of a payment by more than one method or to more 10
than one person. 11
(e) Subject to (h) of this section, if requested by the account debtor, the person 12
giving the notification under (b) of this section seasonably shall furnish reasonable 13
proof, using the method in the agreement referred to in (d)(1) of this section, that control 14
of the controllable electronic record has been transferred. Unless the person complies 15
with the request, the account debtor may discharge its obligation by paying a person that 16
formerly had control, even if the account debtor has received a notification under (b) of 17
this section. 18
(f) A person furnishes reasonable proof under (e) of this section that control has 19
been transferred if the person demonstrates, using the method in the agreement referred 20
to in (d)(1) of this section, that the transferee has the power to 21
(1) avail itself of substantially all the benefit from the controllable 22
electronic record; 23
(2) prevent others from availing themselves of substantially all the 24
benefit from the controllable electronic record; and 25
(3) transfer the powers specified in (1) and (2) of this subsection to 26
another person. 27
(g) Subject to (h) of this section, an account debtor may not waive or vary its 28
rights specified in (d)(1) and (e) of this section or its option specified in (d)(3) of this 29
section. 30
(h) This section is subject to law other than this chapter that establishes a 31

Enrolled SB 252 -80-
different rule for an account debtor who is an individual and who incurred the obligation 1
primarily for personal, family, or household purposes. 2
Sec. 45.36.107. Governing law. (a) Except as provided in (b) of this section, the 3
local law of a controllable electronic record's jurisdiction governs a matter covered by 4
this chapter. 5
(b) For a controllable electronic record that evidences a controllable account or 6
controllable payment intangible, the local law of the controllable electronic record's 7
jurisdiction governs a matter covered by AS 45.36.106 unless an effective agreement 8
determines that the local law of another jurisdiction governs. 9
(c) The following rules determine a controllable electronic record's jurisdiction 10
under this section: 11
(1) if the controllable electronic record, or a record attached to or 12
logically associated with the controllable electronic record and readily available for 13
review, expressly provides that a particular jurisdiction is the controllable electronic 14
record's jurisdiction for purposes of this chapter or the code, that jurisdiction is the 15
controllable electronic record's jurisdiction; 16
(2) if (1) of this subsection does not apply and the rules of the system in 17
which the controllable electronic record is recorded are readily available for review and 18
expressly provide that a particular jurisdiction is the controllable electronic record's 19
jurisdiction for purposes of this chapter or the code, that jurisdiction is the controllable 20
electronic record's jurisdiction; 21
(3) if (1) and (2) of this subsection do not apply and the controllable 22
electronic record, or a record attached to or logically associated with the controllable 23
electronic record and readily available for review, expressly provides that the 24
controllable electronic record is governed by the law of a particular jurisdiction, that 25
jurisdiction is the controllable electronic record's jurisdiction; 26
(4) if (1), (2), and (3) of this subsection do not apply and the rules of the 27
system in which the controllable electronic record is recorded are readily available for 28
review and expressly provide that the controllable electronic record or the system is 29
governed by the law of a particular jurisdiction, that jurisdiction is the controllable 30
electronic record's jurisdiction; 31

-81- Enrolled SB 252
(5) if (1) - (4) of this subsection do not apply, the controllable electronic 1
record's jurisdiction is the District of Columbia. 2
(d) If (c)(5) of this section applies and Article 12 is not in effect in the District 3
of Columbia without material modification, the governing law for a matter covered by 4
this chapter is the law of the District of Columbia as though Article 12 were in effect in 5
the District of Columbia without material modification. In this subsection, "Article 12" 6
means Article 12 of the Uniform Commercial Code Amendments (2022). 7
(e) To the extent (a) and (b) of this section provide that the local law of the 8
controllable electronic record's jurisdiction governs a matter covered by this chapter, 9
that law governs even if the matter or a transaction to which the matter relates does not 10
bear any relation to the controllable electronic record's jurisdiction. 11
(f) The rights acquired under AS 45.36.104 by a purchaser or qualifying 12
purchaser are governed by the law applicable under this section at the time of purchase. 13
Article 2. Transitional Provisions. 14
Sec. 45.36.201. Short title. AS 45.36.201 - 45.36.209 may be cited as 15
Transitional Provisions for Uniform Commercial Code Amendments (2022). 16
Sec. 45.36.202. Definition. In AS 45.36.201 - 45.36.209, "financing statement" 17
has the meaning given in AS 45.29.102(a). 18
Sec. 45.36.203. Saving clause. Except as provided in AS 45.36.204 - 45.36.209, 19
a transaction validly entered into before the effective date of this Act and the rights, 20
duties, and interests flowing from the transaction remain valid thereafter and may be 21
terminated, completed, consummated, or enforced as required or permitted by law other 22
than the code or, if applicable, the code, as though secs. 1 - 143, sec. 146, 23
AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150, 24
and secs. 151 - 188 of this Act had not taken effect. 25
Sec. 45.36.204. Saving clause for AS 45.29 and AS 45.36. (a) Except as 26
provided in AS 45.36.204 - 45.36.209, AS 45.29, as that chapter read on the effective 27
date of this Act, and this chapter apply to a transaction, lien, or other interest in property, 28
even if the transaction, lien, or interest was entered into, created, or acquired before the 29
effective date of this Act. 30
(b) Except as provided in (c) of this section and AS 45.36.205 - 45.36.209, 31

Enrolled SB 252 -82-
(1) a transaction, lien, or interest in property that was validly entered 1
into, created, or transferred before the effective date of this Act and was not governed 2
by the code, but would be subject to AS 45.29, as that chapter read on the effective date 3
of this Act, or this chapter if it had been entered into, created, or transferred on or after 4
the effective date of this Act, including the rights, duties, and interests flowing from the 5
transaction, lien, or interest, remains valid on and after the effective date of this Act; 6
and 7
(2) the transaction, lien, or interest may be terminated, completed, 8
consummated, and enforced as required or permitted by secs. 1 - 143, sec. 146, 9
AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150, 10
and secs. 151 - 188 of this Act or by the law that would apply if secs. 1 - 143, sec. 146, 11
AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150, 12
and secs. 151 - 188 of this Act had not taken effect. 13
(c) Sections 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 do not affect an 15
action, case, or proceeding commenced before the effective date of this Act. 16
Sec. 45.36.205. Security interest perfected before effective date. (a) A 17
security interest that is enforceable and perfected immediately before the effective date 18
of this Act is a perfected security interest under secs. 1 - 143, sec. 146, AS 45.29.406(l) 19
and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150, and secs. 151 - 188 20
of this Act if, on the effective date of this Act, the requirements for enforceability and 21
perfection under secs. 1 - 143, sec. 146, AS 45.29.406(l) and (m), enacted by sec. 147, 22
AS 45.29.408(g), enacted by sec. 150, and secs. 151 - 188 of this Act are satisfied 23
without further action. 24
(b) If a security interest is enforceable and perfected immediately before the 25
effective date of this Act, but the requirements for enforceability or perfection under 26
secs. 1 - 143, sec. 146, AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), 27
enacted by sec. 150, and secs. 151 - 188 of this Act are not satisfied on the effective date 28
of this Act, the security interest 29
(1) is a perfected security interest until the earlier of the time perfection 30
would have ceased under the law in effect immediately before the effective date or the 31

-83- Enrolled SB 252
date one year after the effective date of this Act; 1
(2) remains enforceable thereafter only if the security interest satisfies 2
the requirements for enforceability under AS 45.29.203, as that section read on the 3
effective date of this Act, before the date one year after the effective date of this Act; 4
and 5
(3) remains perfected thereafter only if the requirements for perfection 6
under 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 satisfied before 8
the time specified in (1) of this subsection. 9
Sec. 45.36.206. Security interest unperfected before effective date. A security 10
interest that is enforceable immediately before the effective date of this Act but is 11
unperfected at that time 12
(1) remains an enforceable security interest until the date one year after 13
the effective date of this Act; 14
(2) remains enforceable thereafter if the security interest becomes 15
enforceable under AS 45.29.203, as that section read on the effective date of this Act, 16
on the effective date or before the date one year after the effective date of this Act; and 17
(3) becomes perfected 18
(A) without further action, on the effective date of this Act if the 19
requirements for perfection under secs. 1 - 143, sec. 146, AS 45.29.406(l) and 20
(m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150, and secs. 151 - 21
188 of this Act are satisfied before or at that time; or 22
(B) when the requirements for perfection are satisfied if the 23
requirements are satisfied after that time. 24
Sec. 45.36.207. Effectiveness of actions taken before effective date. (a) If 25
action, other than the filing of a financing statement, is taken before the effective date 26
of this Act and the action would have resulted in perfection of the security interest had 27
the security interest become enforceable before the effective date of this Act, the action 28
is effective to perfect a security interest that attaches under secs. 1 - 143, sec. 146, 29
AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150, 30
and secs. 151 - 188 of this Act before the date one year after the effective date of this 31

Enrolled SB 252 -84-
Act. An attached security interest becomes unperfected on the date one year after the 1
effective date of this Act unless the security interest becomes a perfected security 2
interest under secs. 1 - 143, sec. 146, AS 45.29.406(l) and (m), enacted by sec. 147, 3
AS 45.29.408(g), enacted by sec. 150, and secs. 151 - 188 of this Act before the date 4
one year after the effective date of this Act. 5
(b) The filing of a financing statement before the effective date of this Act is 6
effective to perfect a security interest on the effective date of this Act to the extent the 7
filing would satisfy the requirements for perfection under secs. 1 - 143, sec. 146, 8
AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150, 9
and secs. 151 - 188 of this Act. 10
(c) The taking of an action before the effective date of this Act is sufficient for 11
the enforceability of a security interest on the effective date of this Act if the action 12
would satisfy the requirements for enforceability under secs. 1 - 143, sec. 146, 13
AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150, 14
and secs. 151 - 188 of this Act. 15
Sec. 45.36.208. Priority. (a) Subject to (b) and (c) of this section, secs. 1 - 143, 16
sec. 146, AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by 17
sec. 150, and secs. 151 - 188 of this Act determine the priority of conflicting claims to 18
collateral. 19
(b) Subject to (c) of this section, if the priorities of claims to collateral were 20
established before the effective date of this Act, AS 45.29, as that chapter read before 21
the effective date of this Act, determines priority. 22
(c) On the date one year after the effective date of this Act, to the extent the 23
priorities determined by AS 45.29, as that chapter read on the effective date of this Act, 24
modify the priorities established before the effective date of this Act, the priorities of 25
claims to controllable accounts, controllable electronic records, controllable payment 26
intangibles, and electronic money established before the effective date of this Act cease 27
to apply. 28
Sec. 45.36.209. Priority of claims when priority rules set out in AS 45.29 do 29
not apply. (a) Subject to (b) and (c) of this section, this chapter determines the priority 30
of conflicting claims to controllable accounts, controllable electronic records, or 31

-85- Enrolled SB 252
controllable payment intangibles when the priority rules set out in AS 45.29, as that 1
chapter read on the effective date of this Act, do not apply. 2
(b) Subject to (c) of this section, when the priority rules set out in AS 45.29, as 3
that chapter read on the effective date of this Act, do not apply and the priorities of 4
claims to controllable accounts, controllable electronic records, or controllable payment 5
intangibles were established before the effective date of this Act, law other than this 6
chapter determines priority. 7
(c) When the priority rules set out in AS 45.29, as that chapter read on the 8
effective date of this Act, do not apply, to the extent the priorities determined by secs. 9
1 - 143, sec. 146, AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), 10
enacted by sec. 150, and secs. 151 - 188 of this Act modify the priorities established 11
before the effective date of this Act, the priorities of claims to controllable accounts, 12
controllable electronic records, or controllable payment intangibles established before 13
the effective date of this Act cease to apply on the date one year after the effective date 14
of this Act. 15
* Sec. 184. AS 45.50.541(a) is amended to read: 16
(a) If a contract for sale or lease of consumer goods or services on credit entered 17
into between a retail seller and a retail buyer requires or involves the execution of a 18
promissory note or instrument or other evidence of indebtedness of the buyer, the note, 19
instrument, or evidence of indebtedness shall have printed on its face the words 20
"consumer paper," and the note, instrument, or evidence of indebtedness with the words 21
"consumer paper" printed on it is not a negotiable instrument, within the meaning of 22
AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and AS 45.36 (Uniform 23
Commercial Code). 24
* Sec. 185. AS 45.63.030(a) is amended to read: 25
(a) Notwithstanding AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] 26
AS 45.29, and AS 45.36 (Uniform Commercial Code), a telephone seller shall give the 27
buyer a refund, credit, or replacement, at the option of the buyer, if 28
(1) the property or services purchased are defective, not as represented, 29
or not received as promised by the seller; 30
(2) within seven days after receiving the purchased property, the buyer 31

Enrolled SB 252 -86-
returns the purchased property and makes a written request for the refund, credit, or 1
replacement; or 2
(3) within seven days after paying for the purchased services and before 3
the services are provided, the buyer makes a written request for the refund or credit. 4
* Sec. 186. AS 45.63.030(c) is amended to read: 5
(c) 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 purchase of property from a 7
telephone seller becomes final seven days after receipt of the property, unless the buyer 8
requests a refund, credit, or replacement under (a) of this section, or the telephone seller 9
fails to obtain the contract required by AS 45.63.020. 10
* Sec. 187. AS 45.66.230(b) is amended to read: 11
(b) To the extent of the conflict, the provisions of this chapter govern if a sale 12
of or an offer to sell a business opportunity is regulated by this chapter and by AS 45.63 13
(solicitations by telephonic means), by AS 45.01 - AS 45.08, AS 45.12, AS 45.14, 14
[AND] AS 45.29, and AS 45.36 (Uniform Commercial Code), or by another law, and 15
it is not possible to comply with or to apply both this chapter and the other law. 16
* Sec. 188. AS 45.03.401(b); AS 45.07.112(a)(10); AS 45.29.102(a)(8), 45.29.102(a)(38), 17
45.29.102(a)(98), and 45.29.102(a)(102) are repealed. 18