CSHB 239(L&C): "An Act relating to the Uniform Commercial Code; relating to secured transactions; amending Rule 79, Alaska Rules of Civil Procedure; and providing for an effective date."
00CS FOR HOUSE BILL NO. 239(L&C) 01 "An Act relating to the Uniform Commercial Code; relating to secured 02 transactions; amending Rule 79, Alaska Rules of Civil Procedure; and providing 03 for an effective date." 04 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA: 05 * Section 1. AS 45.09 is repealed and reenacted to read: 06 Chapter 09. Secured Transactions. 07 Article 1. General Provisions. 08 Sec. 45.09.101. Short title. This chapter may be cited as Uniform 09 Commercial Code - Secured Transactions. 10 Sec. 45.09.102. Definitions. (a) In this chapter, 11 (1) "accession" means goods that are physically united with other goods 12 in a manner so that the identity of the original goods is not lost; 13 (2) "account," except as used in "account for," 14 (A) means a right to payment of a monetary obligation, whether
01 or not earned by performance, 02 (i) for property that has been or is to be sold, leased, 03 licensed, assigned, or otherwise disposed of; 04 (ii) for services rendered or to be rendered; 05 (iii) for a policy of insurance issued or to be issued; 06 (iv) for a secondary obligation incurred or to be 07 incurred; 08 (v) for energy provided or to be provided; 09 (vi) for the use or hire of a vessel under a charter or 10 other contract; 11 (vii) arising out of the use of a credit or charge card or 12 information contained on or for use with the card; or 13 (viii) as winnings in a lottery or other game of chance 14 operated or sponsored by a state, a governmental unit of a state, or a 15 person licensed or authorized to operate the game by a state or a 16 governmental unit of a state; 17 (B) includes health care insurance receivables; 18 (C) does not include rights to payment evidenced by chattel 19 paper or by an instrument, commercial tort claims, deposit accounts, investment 20 property, letter-of-credit rights or letters of credit, or rights to payment for 21 money or funds advanced or sold, other than rights arising out of the use of a 22 credit or charge card or information contained on or for use with the card; 23 (3) "account debtor" means a person obligated on an account, chattel 24 paper, or general intangible, except that "account debtor" does not include persons 25 obligated to pay a negotiable instrument even if the instrument constitutes part of 26 chattel paper; 27 (4) "accounting," except as used in "accounting for," means a record 28 (A) authenticated by a secured party; 29 (B) indicating the aggregate unpaid secured obligations as of a 30 date not more than 35 days earlier or 35 days later than the date of the record; 31 and
01 (C) identifying the components of the obligations in reasonable 02 detail; 03 (5) "agricultural lien" means an interest, other than a security interest, 04 in farm products 05 (A) that secures payment or performance of an obligation for 06 (i) goods or services furnished in connection with a 07 debtor's farming operation; or 08 (ii) rent on real property leased by a debtor in 09 connection with the debtor's farming operation; 10 (B) that is created by statute in favor of a person who 11 (i) in the ordinary course of its business, furnished goods 12 or services to a debtor in connection with the debtor's farming 13 operation; or 14 (ii) leased real property to a debtor in connection with 15 the debtor's farming operation; and 16 (C) whose effectiveness does not depend on the person's 17 possession of the personal property; 18 (6) "applicant" means a person at whose request or for whose account 19 a letter of credit is issued, including a person who requests an issuer to issue a letter 20 of credit on behalf of another if the person making the request undertakes an obligation 21 to reimburse the issuer; 22 (7) "as-extracted collateral" means 23 (A) oil, gas, or other minerals that are subject to a security 24 interest that 25 (i) is created by a debtor having an interest in the 26 minerals before extraction; and 27 (ii) attaches to the minerals as extracted; or 28 (B) accounts arising out of the sale at the wellhead or minehead 29 of oil, gas, or other minerals in which the debtor had an interest before 30 extraction; 31 (8) "authenticate" means to
01 (A) sign; or 02 (B) execute or otherwise adopt a symbol, or to encrypt or 03 similarly process a record in whole or in part, with the present intent of the 04 authenticating person to identify the person and adopt or accept a record; 05 (9) "bank" means an organization that is engaged in the business of 06 banking, including a savings bank, savings and loan association, credit union, and trust 07 company; 08 (10) "beneficiary" means a person who, under the terms of a letter of 09 credit, is entitled to have its complying presentation honored, including a person to 10 whom drawing rights have been transferred under a transferable letter of credit; 11 (11) "broker" has the meaning given in AS 45.08.102(a); 12 (12) "cash proceeds" means proceeds that are money, checks, deposit 13 accounts, or the like; 14 (13) "certificated security" has the meaning given in AS 45.08.102(a); 15 (14) "certificate of title" means a certificate of title with respect to 16 which a statute provides for the security interest in question to be indicated on the 17 certificate as a condition or result of the security interest's obtaining priority over the 18 rights of a lien creditor with respect to the collateral; 19 (15) "chattel paper" means a record or records that evidence both a 20 monetary obligation and a security interest in specific goods, a security interest in 21 specific goods and software used in the goods, or a lease of specific goods, except that 22 "chattel paper" does not include charters or other contracts involving the use or hire 23 of a vessel; if a transaction is evidenced both by a security agreement or lease and by 24 an instrument or series of instruments, the group of records taken together constitutes 25 chattel paper; 26 (16) "check" has the meaning given in AS 45.03.104(f); 27 (17) "collateral" means the property subject to a security interest or 28 agricultural lien, including 29 (A) proceeds to which a security interest attaches; 30 (B) accounts, chattel paper, payment intangibles, and promissory 31 notes that have been sold; and
01 (C) goods that are the subject of a consignment; 02 (18) "commercial tort claim" means a claim arising in tort with respect 03 to which the claimant is 04 (A) an organization; or 05 (B) an individual and the claim 06 (i) arose in the course of the claimant's business or 07 profession; and 08 (ii) does not include damages arising out of personal 09 injury to or the death of an individual; 10 (19) "commodity account" means an account maintained by a 11 commodity intermediary in which a commodity contract is carried for a commodity 12 customer; 13 (20) "commodity contract" means a commodity futures contract, an 14 option on a commodity futures contract, a commodity option, or another contract if the 15 contract or option is traded on 16 (A) or subject to the rules of a board of trade that has been 17 designated as a contract market for the contract under federal commodities 18 laws; or 19 (B) a foreign commodity board of trade, exchange, or market 20 and is carried on the books of a commodity intermediary for a commodity 21 customer; 22 (21) "commodity customer" means a person for whom a commodity 23 intermediary carries a commodity contract on its books; 24 (22) "commodity intermediary" means a person who 25 (A) is registered as a futures commission merchant under 26 federal commodities law; or 27 (B) in the ordinary course of its business, provides clearance or 28 settlement services for a board of trade that has been designated as a contract 29 market under federal commodities laws; 30 (23) "communicate" means 31 (A) to send a written or other tangible record;
01 (B) to transmit a record by any means agreed upon by the 02 persons sending and receiving the record; or 03 (C) in the case of transmission of a record to or by a filing 04 office, to transmit a record by any means prescribed by filing office regulation; 05 (24) "consignee" means a merchant to whom goods are delivered in a 06 consignment; 07 (25) "consignment" means a transaction, regardless of its form, in 08 which a person delivers goods to a merchant for the purpose of sale and 09 (A) the merchant 10 (i) deals in goods of that kind under a name other than 11 the name of the person making delivery; 12 (ii) is not an auctioneer; and 13 (iii) is not generally known by the merchant's creditors 14 to be substantially engaged in selling the goods of others; 15 (B) with respect to each delivery, the aggregate value of the 16 goods is $1,000 or more at the time of delivery; 17 (C) the goods are not consumer goods immediately before 18 delivery; and 19 (D) the transaction does not create a security interest that 20 secures an obligation; 21 (26) "consignor" means a person who delivers goods to a consignee in 22 a consignment; 23 (27) "consumer goods" means goods that are used or bought for use 24 primarily for personal, family, or household purposes; 25 (28) "consumer goods transaction" means a consumer transaction in 26 which 27 (A) an individual incurs an obligation primarily for personal, 28 family, or household purposes; and 29 (B) a security interest in consumer goods secures the obligation; 30 (29) "consumer obligor" means an obligor who is an individual and 31 who incurred the obligation as part of a transaction entered into primarily for personal,
01 family, or household purposes; 02 (30) "consumer transaction" means a transaction, including a consumer 03 goods transaction, in which 04 (A) an individual incurs an obligation primarily for personal, 05 family, or household purposes; 06 (B) a security interest secures the obligation; and 07 (C) the collateral is held or acquired primarily for personal, 08 family, or household purposes; 09 (31) "continuation statement" means an amendment of a financing 10 statement that 11 (A) identifies, by its file number, the initial financing statement 12 to which it relates; and 13 (B) indicates that it is a continuation statement for, or that it is 14 filed to continue the effectiveness of, the identified financing statement; 15 (32) "contract for sale" has the meaning given in AS 45.02.106(a); 16 (33) "customer" has the meaning given in AS 45.04.104(a); 17 (34) "debtor" means 18 (A) a person having an interest, other than a security interest or 19 other lien, in the collateral whether or not the person is an obligor; 20 (B) a seller of accounts, chattel paper, payment intangibles, or 21 promissory notes; or 22 (C) a consignee; 23 (35) "deposit account" means a demand, time, savings, passbook, or 24 similar account maintained with a bank except that the term does not include 25 investment property or accounts evidenced by an instrument; 26 (36) "document" means a document of title or a receipt of the type 27 described in AS 45.07.201(b); 28 (37) "electronic chattel paper" means chattel paper evidenced by a 29 record or records consisting of information stored in an electronic medium; 30 (38) "encumbrance" means a right, other than an ownership interest, in 31 real property, including mortgages and other liens on real property;
01 (39) "entitlement holder" has the meaning given in AS 45.08.102(a); 02 (40) "equipment" means goods other than inventory, farm products, or 03 consumer goods; 04 (41) "farm products" means goods, other than standing timber, with 05 respect to which the debtor is engaged in a farming operation and that are 06 (A) crops grown, growing, or to be grown, including 07 (i) crops produced on trees, vines, and bushes; and 08 (ii) aquatic goods produced in aquacultural operations; 09 (B) livestock, born or unborn, including aquatic goods produced 10 in aquacultural operations; 11 (C) supplies used or produced in a farming operation; or 12 (D) products of crops or livestock in their unmanufactured 13 states; 14 (42) "farming operation" means raising, cultivating, propagating, 15 fattening, grazing, or other farming, livestock, or aquacultural operation. 16 (43) "file number" means the number assigned to an initial financing 17 statement under AS 45.09.519(a); 18 (44) "filing office" means an office designated in AS 45.09.501 as the 19 place to file a financing statement; 20 (45) "filing office regulation" means a regulation adopted under 21 AS 44.37.027; 22 (46) "financial asset" has the meaning given in AS 45.08.102(a); 23 (47) "financing statement" means a record or records composed of an 24 initial financing statement and any filed record relating to the initial financing 25 statement; 26 (48) "fixture filing" means the filing of a financing statement covering 27 goods that are or are to become fixtures and satisfying AS 45.09.502(a) and (b), 28 including the filing of a financing statement covering goods of a transmitting utility 29 that are or are to become fixtures; 30 (49) "fixtures" means goods that have become so related to particular 31 real property that an interest in them arises under real property law;
01 (50) "general intangible" means personal property, including payment 02 intangibles, software, and things in action, other than accounts, chattel paper, 03 commercial tort claims, deposit accounts, documents, goods, instruments, investment 04 property, letter-of-credit rights, letters of credit, money, and, before extraction, oil, gas, 05 or other minerals; 06 (51) "good faith" means honesty in fact and the observance of 07 reasonable commercial standards of fair dealing; 08 (52) "goods" means things that are movable when a security interest 09 attaches; the term includes (A) fixtures; (B) standing timber that is to be cut and 10 removed under a conveyance or contract for sale; (C) the unborn young of animals; 11 (D) crops grown, growing, or to be grown, even if the crops are produced on trees, 12 vines, or bushes; and (E) manufactured homes; the term also includes a computer 13 program embedded in goods and supporting information provided in connection with 14 a transaction relating to the program if the program is associated with the goods in 15 such a manner that it customarily is considered part of the goods or if, by becoming 16 the owner of the goods, a person acquires a right to use the program in connection 17 with the goods; the term does not include a computer program embedded in goods that 18 consist solely of the medium with which the program is embedded; the term also does 19 not include accounts, chattel paper, commercial tort claims, deposit accounts, 20 documents, general intangibles, instruments, investment property, letter-of-credit rights, 21 letters of credit, money, or, before extraction, oil, gas, or other minerals; 22 (53) "governmental unit" means 23 (A) a subdivision, agency, department, county, parish, 24 municipality, or other unit of the government of the United States, a state, or 25 a foreign country; 26 (B) an organization having a separate corporate existence if the 27 organization is eligible to issue debt on which interest is exempt from income 28 taxation under the laws of the United States; 29 (54) "health care insurance receivable" means an interest in or claim 30 under a policy of insurance that is a right to payment of a monetary obligation for 31 health-care goods or services provided;
01 (55) "holder in due course" has the meaning given in AS 45.03.302; 02 (56) "instrument" means a negotiable instrument or other writing that 03 evidences a right to the payment of a monetary obligation and is not itself a security 04 agreement or lease and is of a type that in ordinary course of business is transferred 05 by delivery with any necessary endorsement or assignment; the term does not include 06 (A) investment property; 07 (B) letters of credit; or 08 (C) writings that evidence a right to payment arising out of the 09 use of a credit or charge card or information contained on or for use with the 10 card; 11 (57) "inventory" means goods, other than farm products, that 12 (A) are leased by a person as lessor; 13 (B) are held by a person for sale or lease or to be furnished 14 under a contract of service; 15 (C) are furnished by a person under a contract of service; or 16 (D) consist of raw materials, work in process, or materials used 17 or consumed in a business; 18 (58) "investment property" means a security, whether certificated or 19 uncertificated, security entitlement, securities account, commodity contract, or 20 commodity account; 21 (59) "issuer," with respect to a 22 (A) letter of credit or letter-of-credit right, means a bank or 23 other person that issues a letter of credit, except that the term does not include 24 an individual who makes an engagement for personal, family, or household 25 purposes; 26 (B) security, has the meaning given in AS 45.08.201(a); 27 (60) "jurisdiction of organization," with respect to a registered 28 organization, means the jurisdiction under whose law the organization is organized; 29 (61) "lease," "lease agreement," "lease contract," "leasehold interest," 30 "lessee," "lessee in ordinary course of business," "lessor," and "lessor's residual 31 interest" have the meanings given in AS 45.12.103(a);
01 (62) "letter of credit" means a definite undertaking that satisfies the 02 requirements of AS 45.05.104 by an issuer to a beneficiary at the request or for the 03 account of an applicant or, in the case of a financial institution, to itself or for its own 04 account, to honor a documentary presentation by payment of delivery of an item of 05 value; 06 (63) "letter-of-credit right" means a right to payment and performance 07 under a letter of credit whether or not the beneficiary has demanded or is at the time 08 entitled to demand payment or performance; the term does not include the right of a 09 beneficiary to demand payment or performance under a letter of credit; 10 (64) "lien creditor" means 11 (A) a creditor who has acquired a lien on the property involved 12 by attachment, levy, or the like; 13 (B) an assignee for benefit of creditors from the time of 14 assignment; 15 (C) a trustee in bankruptcy from the date of the filing of the 16 petition; or 17 (D) a receiver in equity from the time of appointment; 18 (65) "manufactured home" means a structure, transportable in one or 19 more sections, that, in the traveling mode, is eight body feet or more in width or 40 20 body feet or more in length, or, when erected on site, is 320 or more square feet, and 21 that is built on a permanent chassis and designed to be used as a dwelling with or 22 without a permanent foundation when connected to the required utilities, and includes 23 the plumbing, heating, air-conditioning, and electrical systems contained in the 24 structure; the term includes a structure that meets all of the requirements of this 25 paragraph except the size requirements and with respect to which the manufacturer 26 voluntarily files a certification required by the United States Secretary of Housing and 27 Urban Development and complies with the standards established under Title 42, United 28 States Code; 29 (66) "manufactured home transaction" means a secured transaction 30 (A) that creates a purchase money security interest in a 31 manufactured home, other than a manufactured home held as inventory; or
01 (B) in which a manufactured home, other than a manufactured 02 home held as inventory, is the primary collateral; 03 (67) "merchant" has the meaning given in AS 45.02.104(a); 04 (68) "mortgage" means a consensual interest in real property, including 05 fixtures, that secures payment or performance of an obligation; 06 (69) "negotiable instrument" has the meaning given in AS 45.03.104; 07 (70) "new debtor" means a person who becomes bound as debtor under 08 AS 45.09.203(d) by a security agreement previously entered into by another person; 09 (71) "new value" means (A) money, (B) money's worth in property, 10 services, or new credit; or (C) release by a transferee of an interest in property 11 previously transferred to the transferee; the term does not include an obligation 12 substituted for another obligation; 13 (72) "nominated person" means a person whom the issuer 14 (A) designates or authorizes to pay, accept, negotiate, or 15 otherwise give value under a letter of credit; and 16 (B) undertakes by agreement or custom and practice to 17 reimburse; 18 (73) "noncash proceeds" means proceeds other than cash proceeds; 19 (74) "note" has the meaning given in AS 45.03.104; 20 (75) "obligor" means a person who, with respect to an obligation 21 secured by a security interest in or an agricultural lien on the collateral; (A) owes 22 payment or other performance of the obligation; (B) has provided property other than 23 the collateral to secure payment or other performance of the obligation; or (C) is 24 otherwise accountable in whole or in part for payment or other performance of the 25 obligation; the term does not include issuers or nominated persons under a letter of 26 credit; 27 (76) "original debtor" means a person who, as debtor, entered into a 28 security agreement to which a new debtor has become bound under AS 45.09.203(d); 29 (77) "payment intangible" means a general intangible under which the 30 account debtor's principal obligation is a monetary obligation; 31 (78) "person related to," with respect to an
01 (A) individual, means 02 (i) the spouse of the individual; 03 (ii) a brother, brother-in-law, sister, or sister-in-law of 04 the individual; 05 (iii) an ancestor or lineal descendant of the individual or 06 the individual's spouse; or 07 (iv) another relative, by blood or marriage, of the 08 individual or the individual's spouse who shares the same home with the 09 individual; 10 (B) an organization, means 11 (i) a person directly or indirectly controlling, controlled 12 by, or under common control with the organization; 13 (ii) an officer or director of, or a person performing 14 similar functions with respect to, the organization; 15 (iii) an officer or director of, or a person performing 16 similar functions with respect to, a person described in (i) of this 17 subparagraph; 18 (iv) the spouse of an individual described in (i), (ii), or 19 (iii) of this subparagraph; or 20 (v) an individual who is related by blood or marriage to 21 an individual described in (i), (ii), (iii), or (iv) of this subparagraph and 22 shares the same home with the individual; 23 (79) "proceeds" means the following property: 24 (A) whatever is acquired upon the sale, lease, license, exchange, 25 or other disposition of collateral; 26 (B) whatever is collected on, or distributed on account of, 27 collateral; 28 (C) rights arising out of collateral; 29 (D) to the extent of the value of collateral, claims arising out 30 of the loss, nonconformity, or interference with the use of, defects or 31 infringement of rights in, or damage to the collateral; or
01 (E) to the extent of the value of collateral and to the extent 02 payable to the debtor or the secured party, insurance payable by reason of the 03 loss or nonconformity of, defects or infringement of rights in, or damage to, the 04 collateral; 05 (80) "proceeds of the letter of credit" means the cash, check, accepted 06 draft, or other item of value paid or delivered upon honor or giving of value by the 07 issuer or any nominated person under the letter of credit, except that the term does not 08 include a beneficiary's drawing rights or documents presented by the beneficiary; 09 (81) "promissory note" means an instrument that evidences a promise 10 to pay a monetary obligation, does not evidence an order to pay, and does not contain 11 an acknowledgment by a bank that the bank has received for deposit a sum of money 12 or funds; 13 (82) "proposal" means a record authenticated by a secured party that 14 includes the terms on which the secured party is willing to accept collateral in full or 15 partial satisfaction of the obligation it secures under AS 45.09.620 - 45.09.622; 16 (83) "prove" has the meaning given in AS 45.03.103(a); 17 (84) "public finance transaction" means a secured transaction in 18 connection with which 19 (A) debt securities are issued; 20 (B) all or a portion of the securities issued have an initial stated 21 maturity of at least 20 years; and 22 (C) the debtor, obligor, secured party, account debtor or other 23 person obligated on collateral, assignor or assignee of a secured obligation, or 24 assignor or assignee of a security interest is a state or a governmental unit of 25 a state; 26 (85) "pursuant to a commitment," with respect to an advance made or 27 other value given by a secured party, means in accordance with a secured party's 28 obligation, whether or not a subsequent event of default or other event not within the 29 secured party's control has relieved or may relieve the secured party from its 30 obligation; 31 (86) "record," except as used in "for record," "of record," "record or
01 legal title," and "record owner," means information that is inscribed on a tangible 02 medium or that is stored in an electronic or other medium and is retrievable in 03 perceivable form; 04 (87) "registered organization" means an organization organized solely 05 under the law of a single state or the United States and as to which the state or the 06 United States must maintain a public record showing the organization to have been 07 organized; 08 (88) "sale" has the meaning given in AS 45.02.106(a); 09 (89) "secondary obligor" means an obligor to the extent that 10 (A) the obligor's obligation is secondary; or 11 (B) the obligor has a right of recourse with respect to an 12 obligation secured by collateral against the debtor or another obligor, or 13 property of either; 14 (90) "secured party" means 15 (A) a person in whose favor a security interest is created or 16 provided for under a security agreement, whether or not an obligation to be 17 secured is outstanding; 18 (B) a person that holds an agricultural lien; 19 (C) a consignor; 20 (D) a person to which accounts, chattel paper, payment 21 intangibles, or promissory notes have been sold; 22 (E) a trustee, indenture trustee, agent, collateral agent, or other 23 representative in whose favor a security interest or agricultural lien is created 24 or provided for; or 25 (F) a person who holds a security interest arising under 26 AS 45.02.401, 45.02.505, 45.02.711(c), AS 45.04.210, AS 45.05.118, or 27 AS 45.12.508(e); 28 (91) "securities account" has the meaning given in AS 45.08.501(e); 29 (92) "securities intermediary" has the meaning given in 30 AS 45.08.102(a); 31 (93) "security" has the meaning given in AS 45.08.102(a);
01 (94) "security agreement" means an agreement that creates or provides 02 for a security interest; 03 (95) "security certificate" has the meaning given in AS 45.08.102(a); 04 (96) "security entitlement" has the meaning given in AS 45.08.102(a); 05 (97) "send," in connection with a record or notification, means to 06 (A) deposit in the mail, deliver for transmission, or transmit by 07 another usual means of communication, with postage or cost of transmission 08 provided for, addressed to an address reasonable under the circumstances; or 09 (B) cause the record or notification to be received within the 10 time that it would have been received if properly sent under (A) of this 11 paragraph; 12 (98) "software" means a computer program and supporting information 13 provided in connection with a transaction relating to the program; the term does not 14 include a computer program that is included in the definition of "goods"; 15 (99) "state" means a state of the United States, the District of 16 Columbia, Puerto Rico, the United States Virgin Islands, or a territory or insular 17 possession subject to the jurisdiction of the United States; 18 (100) "supporting obligation" means a letter-of-credit right or secondary 19 obligation that supports the payment or performance of an account, chattel paper, a 20 document, a general intangible, an instrument, or investment property; 21 (101) "tangible chattel paper" means chattel paper evidenced by a 22 record or records consisting of information that is inscribed on a tangible medium; 23 (102) "termination statement" means an amendment of a financing 24 statement that 25 (A) identifies by its file number the initial financing statement 26 to which it relates; and 27 (B) indicates either that it is a termination statement or that the 28 identified financing statement is no longer effective; 29 (103) "transmitting utility" means a person primarily engaged in the 30 business of 31 (A) operating a railroad, subway, street railway, or trolley bus;
01 (B) transmitting communications electrically, 02 electromagnetically, or by light; 03 (C) transmitting goods by pipeline or sewer; or 04 (D) transmitting or producing and transmitting electricity, steam, 05 gas, or water; 06 (104) "uncertificated security" has the meaning given in 07 AS 45.08.102(a). 08 (b) In addition, AS 45.01 contains general definitions and principles of 09 construction and interpretation applicable throughout this chapter. 10 Sec. 45.09.103. Purchase money security interest; application of payments; 11 burden of establishing. (a) In this section, 12 (1) "purchase money collateral" means goods or software that secures 13 a purchase money obligation incurred with respect to that collateral; and 14 (2) "purchase money obligation" means an obligation of an obligor 15 incurred as all or part of the price of the collateral or for value given to enable the 16 debtor to acquire rights in or the use of the collateral if the value is in fact so used. 17 (b) A security interest in goods is a purchase money security interest 18 (1) to the extent that the goods are purchase money collateral with 19 respect to that security interest; 20 (2) if the security interest is in inventory that is or was purchase money 21 collateral, to the extent that the security interest secures a purchase money obligation 22 incurred with respect to other inventory in which the secured party holds or held a 23 purchase money security interest; and 24 (3) to the extent that the security interest secures a purchase money 25 obligation incurred with respect to software in which the secured party holds or held 26 a purchase money security interest. 27 (c) A security interest in software is a purchase money security interest to the 28 extent that the security interest also secures a purchase money obligation incurred with 29 respect to goods in which the secured party holds or held a purchase money security 30 interest if the debtor acquired its interest in the software 31 (1) in an integrated transaction in which it acquired an interest in the
01 goods; and 02 (2) for the principal purpose of using the software in the goods. 03 (d) The security interest of a consignor in goods that are the subject of a 04 consignment is a purchase money security interest in inventory. 05 (e) In a transaction other than a consumer goods transaction, if the extent to 06 which a security interest is a purchase money security interest depends on the 07 application of a payment to a particular obligation, the payment must be applied 08 (1) in accordance with any reasonable method of application to which 09 the parties agree; 10 (2) in the absence of the parties' agreement to a reasonable method, in 11 accordance with an intention of the obligor manifested at or before the time of 12 payment; or 13 (3) in the absence of an agreement to a reasonable method and a timely 14 manifestation of the obligor's intention, in the following order: 15 (A) to obligations that are not secured; and 16 (B) if more than one obligation is secured, to obligations 17 secured by purchase money security interests in the order in which those 18 obligations were incurred. 19 (f) In a transaction, other than a consumer goods transaction, a purchase 20 money security interest does not lose its status as such even if 21 (1) the purchase money collateral also secures an obligation that is not 22 a purchase money obligation; 23 (2) collateral that is not purchase money collateral also secures the 24 purchase money obligation; or 25 (3) the purchase money obligation has been renewed, refinanced, 26 consolidated, or restructured. 27 (g) In a transaction other than a consumer goods transaction, a secured party 28 claiming a purchase money security interest has the burden of establishing the extent 29 to which the security interest is a purchase money security interest. 30 (h) The limitation of the rules in (e) - (g) of this section to transactions other 31 than consumer goods transactions is intended to leave to the court the determination
01 of the proper rules in consumer goods transactions. The court may not infer from that 02 limitation the nature of the proper rule in consumer goods transactions and may 03 continue to apply established approaches. 04 Sec. 45.09.104. Control of deposit account. (a) A secured party has control 05 of a deposit account if 06 (1) the secured party is the bank with which the deposit account is 07 maintained; 08 (2) the debtor, secured party, and bank have agreed in an authenticated 09 record that the bank will comply with instructions originated by the secured party 10 directing disposition of the funds in the account without further consent by the debtor; 11 or 12 (3) the secured party becomes the bank's customer with respect to the 13 deposit account. 14 (b) A secured party that has satisfied (a) of this section has control even if the 15 debtor retains the right to direct the disposition of funds from the deposit account. 16 Sec. 45.09.105. Control of electronic chattel paper. A secured party has 17 control of electronic chattel paper if the record or records comprising the chattel paper 18 are created, stored, and assigned in such a manner that 19 (1) a single authoritative copy of the record or records exists that is 20 unique, identifiable, and, except as otherwise provided in (4) - (6) of this section, 21 unalterable; 22 (2) the authoritative copy identifies the secured party as the assignee 23 of the record or records; 24 (3) the authoritative copy is communicated to and maintained by the 25 secured party or its designated custodian; 26 (4) copies or revisions that add or change an identified assignee of the 27 authoritative copy can be made only with the participation of the secured party; 28 (5) each copy of the authoritative copy and any copy of a copy is 29 readily identifiable as a copy that is not the authoritative copy; and 30 (6) any revision of the authoritative copy is readily identifiable as an 31 authorized or unauthorized revision.
01 Sec. 45.09.106. Control of investment property. (a) A person has control 02 of a certificated security, uncertificated security, or security entitlement as provided in 03 AS 45.08.106. 04 (b) A secured party has control of a commodity contract if 05 (1) the secured party is the commodity intermediary with which the 06 commodity contract is carried; or 07 (2) the commodity customer, secured party, and commodity 08 intermediary have agreed that the commodity intermediary will apply any value 09 distributed on account of the commodity contract as directed by the secured party 10 without further consent by the commodity customer. 11 (c) A secured party having control of all security entitlements or commodity 12 contracts carried in a securities account or commodity account has control over the 13 securities account or commodity account. 14 Sec. 45.09.107. Control of letter-of-credit right. A secured party has control 15 of a letter-of-credit right to the extent of any right to payment or performance by the 16 issuer or a nominated person if the issuer or nominated person has consented to an 17 assignment of proceeds of the letter of credit under AS 45.05.114(c) or otherwise 18 applicable law or practice. 19 Sec. 45.09.108. Sufficiency of description. (a) Except as otherwise provided 20 in (c) - (e) of this section, a description of personal or real property is sufficient, 21 whether or not it is specific, if it reasonably identifies what is described. 22 (b) Except as otherwise provided in (d) of this section, a description of 23 collateral reasonably identifies the collateral if it identifies the collateral by 24 (1) specific listing; 25 (2) category; 26 (3) except as otherwise provided in (e) of this section, a type of 27 collateral defined in AS 45.01 - AS 45.09, AS 45.12, or AS 45.14 (Uniform 28 Commercial Code); 29 (4) quantity; 30 (5) computational or allocational formula or procedure; or 31 (6) except as otherwise provided in (c) of this section, another method
01 if the identity of the collateral is objectively determinable. 02 (c) A description of collateral as "all the debtor's assets" or "all the debtor's 03 personal property" or using words of similar import does not reasonably identify the 04 collateral. 05 (d) Except as otherwise provided in (e) of this section, a description of a 06 security entitlement, securities account, or commodity account is sufficient if it 07 describes 08 (1) the collateral by those terms or as investment property; or 09 (2) the underlying financial asset or commodity contract. 10 (e) A description only by type of collateral defined in AS 45.01 - AS 45.09, 11 AS 45.12, or AS 45.14 (Uniform Commercial Code) is an insufficient description of 12 (1) a commercial tort claim; or 13 (2) in a consumer transaction, consumer goods, a security entitlement, 14 a securities account, or a commodity account. 15 Sec. 45.09.109. Scope. (a) Except as otherwise provided in (c) and (d) of this 16 section, this chapter applies to 17 (1) a transaction, regardless of its form, that creates a security interest 18 in personal property or fixtures by contract; 19 (2) an agricultural lien; 20 (3) a sale of accounts, chattel paper, payment intangibles, or promissory 21 notes; 22 (4) a consignment; 23 (5) a security interest arising under AS 45.02.401, 45.02.505, 24 45.02.711(c), or AS 45.12.508(e), as provided in AS 45.09.110; and 25 (6) a security interest arising under AS 45.04.210 or AS 45.05.118. 26 (b) The application of this chapter to a security interest in a secured obligation 27 is not affected by the fact that the obligation is itself secured by a transaction or 28 interest to which this chapter does not apply. 29 (c) This chapter does not apply to the extent that 30 (1) a statute, regulation, or treaty of the United States preempts this 31 chapter;
01 (2) another statute of this state expressly governs the creation, 02 perfection, priority, or enforcement of a security interest created by this state or a 03 governmental unit of this state; 04 (3) a statute of another state, a foreign country, or a governmental unit 05 of another state or a foreign country, other than a statute generally applicable to 06 security interests, expressly governs creation, perfection, priority, or enforcement of 07 a security interest created by the state, country, or governmental unit; or 08 (4) the rights of a transferee beneficiary or nominated person under a 09 letter of credit are independent and superior under AS 45.05.114. 10 (d) This chapter does not apply to 11 (1) a landlord's lien, other than an agricultural lien; 12 (2) a lien, other than an agricultural lien, given by statute or other rule 13 of law for services or materials, but AS 45.09.333 applies with respect to priority of 14 the lien; 15 (3) an assignment of a claim for wages, salary, or other compensation 16 of an employee; 17 (4) a sale of accounts, chattel paper, payment intangibles, or promissory 18 notes as part of a sale of the business out of which they arose; 19 (5) an assignment of accounts, chattel paper, payment intangibles, or 20 promissory notes that is for the purpose of collection only; 21 (6) an assignment of a right to payment under a contract to an assignee 22 that is also obligated to perform under the contract; 23 (7) an assignment of a single account, payment intangible, or 24 promissory note to an assignee in full or partial satisfaction of a preexisting 25 indebtedness; 26 (8) a transfer of an interest in or an assignment of a claim under a 27 policy of insurance, other than an assignment by or to a health care provider of a 28 health care insurance receivable and any subsequent assignment of the right to 29 payment, but AS 45.09.315 and 45.09.322 apply with respect to proceeds and priorities 30 in proceeds; 31 (9) an assignment of a right represented by a judgment, other than a
01 judgment taken on a right to payment that was collateral; 02 (10) a right of recoupment or setoff, but 03 (A) AS 45.09.340 applies with respect to the effectiveness of 04 rights of recoupment or setoff against deposit accounts; and 05 (B) AS 45.09.404 applies with respect to defenses or claims of 06 an account debtor; 07 (11) the creation or transfer of an interest in or lien on real property, 08 including a lease or rents thereunder, except to the extent that provision is made for 09 (A) liens on real property in AS 45.09.203 and 45.09.308; 10 (B) fixtures in AS 45.09.334; 11 (C) fixture filings in AS 45.09.501, 45.09.502, 45.09.512, 12 45.09.516, and 45.09.519; and 13 (D) security agreements covering personal and real property in 14 AS 45.09.604; 15 (12) an assignment of a claim arising in tort, other than a commercial 16 tort claim, but AS 45.09.315 and 45.09.322 apply with respect to proceeds and 17 priorities in proceeds; or 18 (13) an assignment of a deposit account in a consumer transaction, but 19 AS 45.09.315 and 45.09.322 apply with respect to proceeds and priorities in proceeds. 20 Sec. 45.09.110. Security interests arising under AS 45.02 or AS 45.12. A 21 security interest arising under AS 45.02.401, 45.02.505, 45.02.711(c), or 22 AS 45.12.508(e) is subject to this chapter. However, until the debtor obtains 23 possession of the goods, 24 (1) the security interest is enforceable even if AS 45.09.203(b)(3) has 25 not been satisfied; 26 (2) filing is not required to perfect the security interest; 27 (3) the rights of the secured party after default by the debtor are 28 governed by AS 45.02 or AS 45.12; and 29 (4) the security interest has priority over a conflicting security interest 30 created by the debtor. 31 Article 2. Security Agreements; Security Interests.
01 Sec. 45.09.201. General effectiveness of security agreement. (a) Except as 02 otherwise provided in AS 45.01 - AS 45.09, AS 45.12, and AS 45.14 (the Uniform 03 Commercial Code), a security agreement is effective according to its terms between 04 the parties, against purchasers of the collateral, and against creditors. 05 (b) A transaction subject to this chapter is subject to 06 (1) an applicable rule of law that establishes a different rule for 07 consumers; 08 (2) another statute or regulation that regulates the rates, charges, 09 agreements, and practices for loans, credit sales, or other extensions of credit; and 10 (3) consumer protection statutes or regulations. 11 (c) In case of conflict between this chapter and a rule of law, statute, or 12 regulation described in (b) of this section, the rule of law, statute, or regulation 13 controls. Failure to comply with a statute or regulation described in (b) of this section 14 has only the effect the statute or regulation specifies. 15 (d) This chapter does not 16 (1) validate a rate, charge, agreement, or practice that violates a rule 17 of law, statute, or regulation described in (b) of this section; or 18 (2) extend the application of the rule of law, statute, or regulation to 19 a transaction not otherwise subject to it. 20 Sec. 45.09.202. Title to collateral immaterial. Except as otherwise provided 21 with respect to consignments or sales of accounts, chattel paper, payment intangibles, 22 or promissory notes, the provisions of this chapter with regard to rights and obligations 23 apply whether title to collateral is in the secured party or the debtor. 24 Sec. 45.09.203. Attachment and enforceability of security interest; 25 proceeds; supporting obligations; formal requisites. (a) A security interest attaches 26 to collateral when it becomes enforceable against the debtor with respect to the 27 collateral unless an agreement expressly postpones the time of attachment. 28 (b) Except as otherwise provided in (c) - (i) of this section, a security interest 29 is enforceable against the debtor and third parties with respect to the collateral only 30 if 31 (1) value has been given;
01 (2) the debtor has rights in the collateral or the power to transfer rights 02 in the collateral to a secured party; and 03 (3) one of the following conditions is met: 04 (A) the debtor has authenticated a security agreement that 05 provides a description of the collateral and, if the security interest covers 06 timber to be cut, a description of the land concerned; 07 (B) the collateral is not a certificated security and is in the 08 possession of the secured party under AS 45.09.313 under the debtor's security 09 agreement; 10 (C) the collateral is a certificated security in registered form, 11 and the security certificate has been delivered to the secured party under 12 AS 45.08.301 under the debtor's security agreement; or 13 (D) the collateral is deposit accounts, electronic chattel paper, 14 investment property, or letter-of-credit rights, and the secured party has control 15 under AS 45.09.104, 45.09.105, 45.09.106, or 45.09.107 under the debtor's 16 security agreement. 17 (c) The provisions of (b) of this section are subject to 18 (1) AS 45.04.210 on the security interest of a collecting bank; 19 (2) AS 45.05.118 on the security interest of a letter-of-credit issuer or 20 nominated person; 21 (3) AS 45.09.110 on a security interest arising under AS 45.02 or 22 AS 45.12; and 23 (4) AS 45.09.206 on security interests in investment property. 24 (d) A person becomes bound as debtor by a security agreement entered into 25 by another person if, by operation of law other than this chapter or by contract, 26 (1) the security agreement becomes effective to create a security 27 interest in the person's property; or 28 (2) the person becomes generally obligated for the obligations of the 29 other person, including the obligation secured under the security agreement, and 30 acquires or succeeds to all or substantially all of the assets of the other person. 31 (e) If a new debtor becomes bound as debtor by a security agreement entered
01 into by another person, 02 (1) the agreement satisfies (b)(3) of this section with respect to existing 03 or after-acquired property of the new debtor to the extent the property is described in 04 the agreement; and 05 (2) another agreement is not necessary to make a security interest in 06 the property enforceable. 07 (f) The attachment of a security interest in collateral gives the secured party 08 the rights to proceeds provided by AS 45.09.315 and is also attachment of a security 09 interest in a supporting obligation for the collateral. 10 (g) The attachment of a security interest in a right to payment or performance 11 secured by a security interest or other lien on personal or real property is also 12 attachment of a security interest in the security interest, mortgage, or other lien. 13 (h) The attachment of a security interest in a securities account is also 14 attachment of a security interest in the security entitlement carried in the securities 15 account. 16 (i) The attachment of a security interest in a commodity account is also 17 attachment of a security interest in the commodity contracts carried in the commodity 18 account. 19 Sec. 45.09.204. After-acquired property; future advances. (a) Except as 20 otherwise provided in (b) of this section, a security agreement may create or provide 21 for a security interest in after-acquired collateral. 22 (b) A security interest does not attach under a term constituting an 23 after-acquired property clause to 24 (1) consumer goods, other than an accession when given as additional 25 security, unless the debtor acquires rights in them within 10 days after the secured 26 party gives value; or 27 (2) a commercial tort claim. 28 (c) A security agreement may provide that collateral secures, or that accounts, 29 chattel paper, payment intangibles, or promissory notes are sold in connection with, 30 future advances or other value, whether or not the advances or value are given 31 pursuant to a commitment.
01 Sec. 45.09.205. Use or disposition of collateral permissible. (a) A security 02 interest is not invalid or fraudulent against creditors solely because 03 (1) the debtor has the right or ability to 04 (A) use, commingle, or dispose of all or part of the collateral, 05 including returned or repossessed goods; 06 (B) collect, compromise, enforce, or otherwise deal with 07 collateral; 08 (C) accept the return of collateral or make repossessions; or 09 (D) use, commingle, or dispose of proceeds; or 10 (2) the secured party fails to require the debtor to account for proceeds 11 or replace collateral. 12 (b) This section does not relax the requirements of possession if attachment, 13 perfection, or enforcement of a security interest depends upon possession of the 14 collateral by the secured party. 15 Sec. 45.09.206. Security interest arising in purchase or delivery of financial 16 asset. (a) A security interest in favor of a securities intermediary attaches to a 17 person's security entitlement if 18 (1) the person buys a financial asset through the securities intermediary 19 in a transaction in which the person is obligated to pay the purchase price to the 20 securities intermediary at the time of the purchase; and 21 (2) the securities intermediary credits the financial asset to the buyer's 22 securities account before the buyer pays the securities intermediary. 23 (b) The security interest described in (a) of this section secures the person's 24 obligation to pay for the financial asset. 25 (c) A security interest in favor of a person who delivers a certificated security 26 or other financial asset represented by a writing attaches to the security or other 27 financial asset if 28 (1) the security or other financial asset 29 (A) in the ordinary course of business, is transferred by delivery 30 with any necessary endorsement or assignment; and 31 (B) is delivered under an agreement between persons in the
01 business of dealing with such securities or financial assets; and 02 (2) the agreement calls for delivery against payment. 03 (d) The security interest described in (c) of this section secures the obligation 04 to make payment for the delivery. 05 Sec. 45.09.207. Rights and duties of secured party having possession or 06 control of collateral. (a) Except as otherwise provided in (d) of this section, a 07 secured party shall use reasonable care in the custody and preservation of collateral in 08 the secured party's possession. In the case of chattel paper or an instrument, 09 reasonable care includes taking necessary steps to preserve rights against prior parties 10 unless otherwise agreed. 11 (b) Except as otherwise provided in (d) of this section, if a secured party has 12 possession of collateral, 13 (1) reasonable expenses, including the cost of insurance and payment 14 of taxes or other charges, incurred in the custody, preservation, use, or operation of the 15 collateral are chargeable to the debtor and are secured by the collateral; 16 (2) the risk of accidental loss or damage is on the debtor to the extent 17 of a deficiency in any effective insurance coverage; 18 (3) the secured party shall keep the collateral identifiable, but fungible 19 collateral may be commingled; and 20 (4) the secured party may use or operate the collateral 21 (A) for the purpose of preserving the collateral or its value; 22 (B) as permitted by an order of a court having competent 23 jurisdiction; or 24 (C) except in the case of consumer goods, in the manner and 25 to the extent agreed by the debtor. 26 (c) Except as otherwise provided in (d) of this section, a secured party having 27 possession of collateral or control of collateral under AS 45.09.104, 45.09.105, 28 45.09.106, or 45.09.107 29 (1) may hold as additional security any proceeds, except money or 30 funds, received from the collateral; 31 (2) shall apply money or funds received from the collateral to reduce
01 the secured obligation unless remitted to the debtor; and 02 (3) may create a security interest in the collateral. 03 (d) If the secured party is a buyer of accounts, chattel paper, payment 04 intangibles, or promissory notes or a consignor, 05 (1) the provisions of (a) of this section do not apply unless the secured 06 party is entitled under an agreement 07 (A) to charge back uncollected collateral; or 08 (B) otherwise to full or limited recourse against the debtor or 09 a secondary obligor based on the nonpayment or other default of an account 10 debtor or other obligor on the collateral; and 11 (2) the provisions of (b) and (c) of this section do not apply. 12 Sec. 45.09.208. Additional duties of secured party having control of 13 collateral. (a) This section applies to a case in which there is no outstanding secured 14 obligation and the secured party is not committed to make advances, incur obligations, 15 or otherwise give value. 16 (b) Within 10 days after receiving an authenticated demand by the debtor a 17 secured party 18 (1) having control of a deposit account under AS 45.09.104(a)(2) shall 19 send to the bank with which the deposit account is maintained an authenticated 20 statement that releases the bank from further obligation to comply with instructions 21 originated by the secured party; 22 (2) having control of a deposit account under AS 45.09.104(a)(3) shall 23 (A) pay the debtor the balance on deposit in the deposit 24 account; or 25 (B) transfer the balance on deposit into a deposit account in the 26 debtor's name; 27 (3) other than a buyer, having control of electronic chattel paper under 28 AS 45.09.105 shall 29 (A) communicate the authoritative copy of the electronic chattel 30 paper to the debtor or its designated custodian; 31 (B) if the debtor designates a custodian that is the designated
01 custodian with which the authoritative copy of the electronic chattel paper is 02 maintained for the secured party, communicate to the custodian an 03 authenticated record releasing the designated custodian from further obligation 04 to comply with instructions originated by the secured party and instructing the 05 custodian to comply with instructions originated by the debtor; and 06 (C) take appropriate action to enable the debtor or its designated 07 custodian to make copies of or revisions to the authoritative copy that add or 08 change an identified assignee of the authoritative copy without the consent of 09 the secured party; 10 (4) having control of investment property under AS 45.08.106(d)(2) or 11 AS 45.09.106(b) shall send to the securities intermediary or commodity intermediary 12 with which the security entitlement or commodity contract is maintained an 13 authenticated record that releases the securities intermediary or commodity 14 intermediary from further obligation to comply with entitlement orders or directions 15 originated by the secured party; and 16 (5) having control of a letter-of-credit right under AS 45.09.107 shall 17 send to each person having an unfulfilled obligation to pay or deliver proceeds of the 18 letter of credit to the secured party an authenticated release from further obligation to 19 pay or deliver proceeds of the letter of credit to the secured party. 20 Sec. 45.09.209. Duties of secured party if account debtor has been notified 21 of assignment. (a) Except as otherwise provided in (c) of this section, this section 22 applies to a case in which 23 (1) there is no outstanding secured obligation; and 24 (2) the secured party is not committed to make advances, incur 25 obligations, or otherwise give value. 26 (b) Within 10 days after receiving an authenticated demand by the debtor, a 27 secured party shall send to an account debtor that has received notification of an 28 assignment to the secured party as assignee under AS 45.09.406(a) an authenticated 29 record that releases the account debtor from further obligation to the secured party. 30 (c) This section does not apply to an assignment constituting the sale of an 31 account, chattel paper, or payment intangible.
01 Sec. 45.09.210. Request for accounting; request regarding list of collateral 02 or statement of account. (a) In this section, 03 (1) "request" means a record of a type described in (2), (3), or (4) of 04 this subsection; 05 (2) "request for an accounting" means a record authenticated by a 06 debtor requesting that the recipient provide an accounting of the unpaid obligations 07 secured by collateral and reasonably identifying the transaction or relationship that is 08 the subject of the request; 09 (3) "request regarding a list of collateral" means a record authenticated 10 by a debtor requesting that the recipient approve or correct a list of what the debtor 11 believes to be the collateral securing an obligation and reasonably identifying the 12 transaction or relationship that is the subject of the request; 13 (4) "request regarding a statement of account" means a record 14 authenticated by a debtor requesting that the recipient approve or correct a statement 15 indicating what the debtor believes to be the aggregate amount of unpaid obligations 16 secured by collateral as of a specified date and reasonably identifying the transaction 17 or relationship that is the subject of the request. 18 (b) Subject to (c) - (f) of this section, a secured party, other than a buyer of 19 accounts, chattel paper, payment intangibles, or promissory notes or a consignor, shall 20 comply with a request within 14 days after receipt 21 (1) in the case of a request for an accounting, by authenticating and 22 sending to the debtor an accounting; and 23 (2) in the case of a request regarding a list of collateral or a request 24 regarding a statement of account, by authenticating and sending to the debtor an 25 approval or correction. 26 (c) A secured party that claims a security interest in all of a particular type of 27 collateral owned by the debtor may comply with a request regarding a list of collateral 28 by sending to the debtor an authenticated record including a statement to that effect 29 within 14 days after receipt. 30 (d) A person who receives a request regarding a list of collateral, who claims 31 no interest in the collateral when the person receives the request, and who claimed an
01 interest in the collateral at an earlier time shall comply with the request within 14 days 02 after receipt by sending to the debtor an authenticated record 03 (1) disclaiming interest in the collateral; and 04 (2) if known to the recipient, providing the name and mailing address 05 of an assignee of or successor to the recipient's security interest in the collateral. 06 (e) A person who receives a request for an accounting or a request regarding 07 a statement of account, who claims no interest in the obligations when the person 08 receives the request, and who claimed an interest in the obligations at an earlier time 09 shall comply with the request within 14 days after receipt by sending to the debtor an 10 authenticated record 11 (1) disclaiming interest in the obligations; and 12 (2) if known to the recipient, providing the name and mailing address 13 of an assignee of or successor to the recipient's interest in the obligations. 14 (f) A debtor is entitled without charge to one response to a request under this 15 section during a six-month period. The secured party may require payment of a charge 16 not exceeding $25 for each additional response. 17 Article 3. Perfection and Priority. 18 Sec. 45.09.301. Law governing perfection and priority of security interests. 19 Except as otherwise provided in AS 45.09.303 - 45.09.306, the following rules 20 determine the law governing perfection, the effect of perfection or nonperfection, and 21 the priority of a security interest in collateral: 22 (1) except as otherwise provided in this section, while a debtor is 23 located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect 24 of perfection or nonperfection, and the priority of a security interest in collateral; 25 (2) while collateral is located in a jurisdiction, the local law of that 26 jurisdiction governs perfection, the effect of perfection or nonperfection, and the 27 priority of a possessory security interest in that collateral; 28 (3) except as otherwise provided in (4) of this section, while negotiable 29 documents, goods, instruments, money, or tangible chattel paper is located in a 30 jurisdiction, the local law of that jurisdiction governs 31 (A) perfection of a security interest in the goods by filing a
01 fixture filing; 02 (B) perfection of a security interest in timber to be cut; and 03 (C) the effect of perfection or nonperfection and the priority of 04 a nonpossessory security interest in the collateral; 05 (4) the local law of the jurisdiction in which the wellhead or minehead 06 is located governs perfection, the effect of perfection or nonperfection, and the priority 07 of a security interest in as-extracted collateral. 08 Sec. 45.09.302. Law governing perfection and priority of agricultural liens. 09 While farm products are located in a jurisdiction, the local law of that jurisdiction 10 governs perfection, the effect of perfection or nonperfection, and the priority of an 11 agricultural lien on the farm products. 12 Sec. 45.09.303. Law governing perfection and priority of security interests 13 in goods covered by a certificate of title. (a) This section applies to goods covered 14 by a certificate of title even if there is no other relationship between the jurisdiction 15 under whose certificate of title the goods are covered and the goods or the debtor. 16 (b) Goods become covered by a certificate of title when a valid application for 17 the certificate of title and the applicable fee are delivered to the appropriate authority. 18 Goods cease to be covered by a certificate of title at the earlier of the time 19 (1) the certificate of title ceases to be effective under the law of the 20 issuing jurisdiction; or 21 (2) the goods become covered subsequently by a certificate of title 22 issued by another jurisdiction. 23 (c) The local law of the jurisdiction under whose certificate of title the goods 24 are covered governs perfection, the effect of perfection or nonperfection, and the 25 priority of a security interest in goods covered by a certificate of title from the time 26 the goods become covered by the certificate of title until the goods cease to be covered 27 by the certificate of title. 28 Sec. 45.09.304. Law governing perfection and priority of security interests 29 in deposit accounts. (a) The local law of a bank's jurisdiction governs perfection, 30 the effect of perfection or nonperfection, and the priority of a security interest in a 31 deposit account maintained with that bank.
01 (b) The following rules determine a bank's jurisdiction for purposes of 02 AS 45.09.301 - 45.09.342: 03 (1) if an agreement between the bank and the debtor governing the 04 deposit account expressly provides that a particular jurisdiction is the bank's 05 jurisdiction for purposes of AS 45.09.301 - 45.09.342, this chapter, or AS 45.01 - 06 AS 45.09, AS 45.12, or AS 45.14 (Uniform Commercial Code), that jurisdiction is the 07 bank's jurisdiction; 08 (2) if (1) of this subsection does not apply and an agreement between 09 the bank and its customer governing the deposit account expressly provides that the 10 agreement is governed by the law of a particular jurisdiction, that jurisdiction is the 11 bank's jurisdiction; 12 (3) if neither (1) nor (2) of this subsection applies and an agreement 13 between the bank and its customer governing the deposit account expressly provides 14 that the deposit account is maintained at an office in a particular jurisdiction, that 15 jurisdiction is the bank's jurisdiction; 16 (4) if (1), (2), or (3) of this subsection does not apply, the bank's 17 jurisdiction is the jurisdiction in which the office identified in an account statement as 18 the office serving the customer's account is located; 19 (5) if (1), (2), (3), or (4) of this subsection does not apply, the bank's 20 jurisdiction is the jurisdiction in which the chief executive office of the bank is 21 located. 22 Sec. 45.09.305. Law governing perfection and priority of security interests 23 in investment property. (a) Except as otherwise provided in (c) of this section, the 24 following rules apply: 25 (1) while a security certificate is located in a jurisdiction, the local law 26 of that jurisdiction governs perfection, the effect of perfection or nonperfection, and 27 the priority of a security interest in the certificated security represented by the security 28 certificate; 29 (2) the local law of the issuer's jurisdiction as specified in 30 AS 45.08.110 governs perfection, the effect of perfection or nonperfection, and the 31 priority of a security interest in an uncertificated security;
01 (3) the local law of the securities intermediary's jurisdiction as specified 02 in AS 45.08.110(e) governs perfection, the effect of perfection or nonperfection, and 03 the priority of a security interest in a security entitlement or securities account; 04 (4) the local law of the commodity intermediary's jurisdiction governs 05 perfection, the effect of perfection or nonperfection, and the priority of a security 06 interest in a commodity contract or commodity account. 07 (b) The following rules determine a commodity intermediary's jurisdiction for 08 purposes of AS 45.09.301 - 45.09.342: 09 (1) if an agreement between the commodity intermediary and 10 commodity customer governing the commodity account expressly provides that a 11 particular jurisdiction is the commodity intermediary's jurisdiction for purposes of 12 AS 45.09.301 - 45.09.342, this chapter, or AS 45.01 - AS 45.09, AS 45.12, or 13 AS 45.14 (Uniform Commercial Code), that jurisdiction is the commodity 14 intermediary's jurisdiction; 15 (2) if (1) of this subsection does not apply and an agreement between 16 the commodity intermediary and commodity customer governing the commodity 17 account expressly provides that the agreement is governed by the law of a particular 18 jurisdiction, that jurisdiction is the commodity intermediary's jurisdiction; 19 (3) if neither (1) nor (2) of this subsection applies and an agreement 20 between the commodity intermediary and commodity customer governing the 21 commodity account expressly provides that the commodity account is maintained at 22 an office in a particular jurisdiction, that jurisdiction is the commodity intermediary's 23 jurisdiction; 24 (4) if (1), (2), or (3) of this subsection does not apply, the commodity 25 intermediary's jurisdiction is the jurisdiction in which the office identified in an 26 account statement as the office serving the commodity customer's account is located; 27 (5) if (1), (2), (3), or (4) of this subsection does not apply, the 28 commodity intermediary's jurisdiction is the jurisdiction in which the chief executive 29 office of the commodity intermediary is located. 30 (c) The local law of the jurisdiction in which the debtor is located governs 31 (1) perfection of a security interest in investment property by filing;
01 (2) automatic perfection of a security interest in investment property 02 created by a broker or securities intermediary; and 03 (3) automatic perfection of a security interest in a commodity contract 04 or commodity account created by a commodity intermediary. 05 Sec. 45.09.306. Law governing perfection and priority of security interests 06 in letter-of-credit rights. (a) Subject to (c) of this section, the local law of the 07 issuer's jurisdiction or a nominated person's jurisdiction governs perfection, the effect 08 of perfection or nonperfection, and the priority of a security interest in a letter-of-credit 09 right if the issuer's jurisdiction or nominated person's jurisdiction is a state. 10 (b) For purposes of AS 45.09.301 - 45.09.342, an issuer's jurisdiction or 11 nominated person's jurisdiction is the jurisdiction whose law governs the liability of 12 the issuer or nominated person with respect to the letter-of-credit right as provided in 13 AS 45.05.116. 14 (c) This section does not apply to a security interest that is perfected only 15 under AS 45.09.308(d). 16 Sec. 45.09.307. Location of debtor. (a) In this section, "place of business" 17 means a place where a debtor conducts its affairs. 18 (b) Except as otherwise provided in this section, the following rules determine 19 a debtor's location: 20 (1) an debtor who is an individual is located at the individual's principal 21 residence; 22 (2) a debtor that is an organization and has only one place of business 23 is located at its place of business; 24 (3) a debtor that is an organization and has more than one place of 25 business is located at its chief executive office. 26 (c) The provisions of (b) of this section apply only if a debtor's residence, 27 place of business, or chief executive office, as applicable, is located in a jurisdiction 28 whose law generally requires information concerning the existence of a nonpossessory 29 security interest to be made generally available in a filing, recording, or registration 30 system as a condition or result of the security interest's obtaining priority over the 31 rights of a lien creditor with respect to the collateral. If (b) of this section does not
01 apply, the debtor is located in the District of Columbia. 02 (d) A person that ceases to exist, have a residence, or have a place of business 03 continues to be located in the jurisdiction specified by (b) and (c) of this section. 04 (e) A registered organization that is organized under the law of a state is 05 located in that state. 06 (f) Except as otherwise provided in (i) of this section, a registered organization 07 that is organized under the law of the United States and a branch or agency of a bank 08 that is not organized under the law of the United States or a state are located 09 (1) in the state that the law of the United States designates if the law 10 designates a state of location; 11 (2) in the state that the registered organization, branch, or agency 12 designates if the law of the United States authorizes the registered organization, 13 branch, or agency to designate its state of location; or 14 (3) in the District of Columbia if neither (1) nor (2) of this subsection 15 applies. 16 (g) A registered organization continues to be located in the jurisdiction 17 specified by (e) or (f) of this section notwithstanding 18 (1) the suspension, revocation, forfeiture, or lapse of the registered 19 organization's status as such in its jurisdiction of organization; or 20 (2) the dissolution, winding up, or cancellation of the existence of the 21 registered organization. 22 (h) The United States is located in the District of Columbia. 23 (i) A branch or agency of a bank that is not organized under the law of the 24 United States or a state is located in the state in which the branch or agency is licensed 25 if all branches and agencies of the bank are licensed in only one state. 26 (j) A foreign air carrier, under the Federal Aviation Act of 1958, as amended, 27 is located at the designated office of the agent upon which service of process may be 28 made on behalf of the carrier. 29 (k) This section applies only for purposes of AS 45.09.301 - 45.09.342. 30 Sec. 45.09.308. When security interest or agricultural lien is perfected; 31 continuity of perfection. (a) Except as otherwise provided in this section and
01 AS 45.09.309, a security interest is perfected if it has attached and all of the applicable 02 requirements for perfection in AS 45.09.310 - 45.09.316 have been satisfied. A 03 security interest is perfected when it attaches if the applicable requirements are 04 satisfied before the security interest attaches. 05 (b) An agricultural lien is perfected if it has become effective and all of the 06 applicable requirements for perfection in AS 45.09.310 have been satisfied. An 07 agricultural lien is perfected when it becomes effective if the applicable requirements 08 are satisfied before the agricultural lien becomes effective. 09 (c) A security interest or agricultural lien is perfected continuously if it is 10 originally perfected by one method under this chapter and is later perfected by another 11 method under this chapter, without an intermediate period when it was unperfected. 12 (d) Perfection of a security interest in collateral also perfects a security interest 13 in a supporting obligation for the collateral. 14 (e) Perfection of a security interest in a right to payment or performance also 15 perfects a security interest in a security interest, mortgage, or other lien on personal 16 or real property securing the right. 17 (f) Perfection of a security interest in a securities account also perfects a 18 security interest in the security entitlements carried in the securities account. 19 (g) Perfection of a security interest in a commodity account also perfects a 20 security interest in the commodity contracts carried in the commodity account. 21 Sec. 45.09.309. Security interest perfected upon attachment. The following 22 security interests are perfected when they attach: 23 (1) a purchase money security interest in consumer goods, except as 24 otherwise provided in AS 45.09.311(b) with respect to consumer goods that are subject 25 to a statute or treaty described in AS 45.09.311(a); 26 (2) an assignment of accounts or payment intangibles that does not, by 27 itself or in conjunction with other assignments to the same assignee, transfer a 28 significant part of the assignor's outstanding accounts or payment intangibles; 29 (3) a sale of a payment intangible; 30 (4) a sale of a promissory note; 31 (5) a security interest created by the assignment of a health care
01 insurance receivable to the provider of the health care goods or services; 02 (6) a security interest arising under AS 45.02.401, 45.02.505, 03 45.02.711(c), or AS 45.12.508(e), until the debtor obtains possession of the collateral; 04 (7) a security interest of a collecting bank arising under AS 45.04.210; 05 (8) a security interest of an issuer or nominated person arising under 06 AS 45.05.118; 07 (9) a security interest arising in the delivery of a financial asset under 08 AS 45.09.206(c); 09 (10) a security interest in investment property created by a broker or 10 securities intermediary; 11 (11) a security interest in a commodity contract or a commodity 12 account created by a commodity intermediary; 13 (12) an assignment for the benefit of all creditors of the transferor and 14 subsequent transfers by the assignee thereunder; and 15 (13) a security interest created by an assignment of a beneficial interest 16 in a decedent's estate. 17 Sec. 45.09.310. When filing required to perfect security interest or 18 agricultural lien; security interests and agricultural liens to which filing provisions 19 do not apply. (a) Except as otherwise provided in (b) of this section and 20 AS 45.09.312(b), a financing statement must be filed to perfect all security interests 21 and agricultural liens. 22 (b) The filing of a financing statement is not necessary to perfect a security 23 interest 24 (1) that is perfected under AS 45.09.308(d), (e), (f), or (g); 25 (2) that is perfected under AS 45.09.309 when it attaches; 26 (3) in property subject to a statute, regulation, or treaty described in 27 AS 45.09.311(a); 28 (4) in goods in possession of a bailee that is perfected under 29 AS 45.09.312(d)(1) or (2); 30 (5) in certificated securities, documents, goods, or instruments that is 31 perfected without filing or possession under AS 45.09.312(e), (f), or (g);
01 (6) in collateral in the secured party's possession under AS 45.09.313; 02 (7) in a certificated security that is perfected by delivery of the security 03 certificate to the secured party under AS 45.09.313; 04 (8) in deposit accounts, electronic chattel paper, investment property, 05 or letter-of-credit rights that is perfected by control under AS 45.09.314; 06 (9) in proceeds that is perfected under AS 45.09.315; or 07 (10) that is perfected under AS 45.09.316. 08 (c) If a secured party assigns a perfected security interest or agricultural lien, 09 a filing under this chapter is not required to continue the perfected status of the 10 security interest against creditors of and transferees from the original debtor. 11 Sec. 45.09.311. Perfection of security interests in property subject to 12 certain statutes, regulations, and treaties. (a) Except as otherwise provided in (d) 13 of this section, the filing of a financing statement is not necessary or effective to 14 perfect a security interest in property subject to 15 (1) a statute, regulation, or treaty of the United States whose 16 requirements for a security interest's obtaining priority over the rights of a lien creditor 17 with respect to the property preempt AS 45.09.310(a); 18 (2) AS 28.10; however, during a period in which collateral is inventory 19 held for sale by a person who is in the business of selling goods of that kind, the filing 20 provisions of AS 45.09.501 - 45.09.527 apply to a security interest in that collateral 21 created by that person as debtor; or 22 (3) a certificate-of-title statute of another jurisdiction that provides for 23 a security interest to be indicated on the certificate as a condition or result of the 24 security interest's obtaining priority over the rights of a lien creditor with respect to the 25 property. 26 (b) Compliance with the requirements of a statute, regulation, or treaty 27 described in (a) of this section for obtaining priority over the rights of a lien creditor 28 is equivalent to the filing of a financing statement under this chapter. Except as 29 otherwise provided in (d) of this section, AS 45.09.313, and 45.09.316(d) and (e) for 30 goods covered by a certificate of title, a security interest in property subject to a 31 statute, regulation, or treaty described in (a) of this section may be perfected only by
01 compliance with those requirements, and a security interest so perfected remains 02 perfected notwithstanding a change in the use or transfer of possession of the 03 collateral. 04 (c) Except as otherwise provided in (d) of this section and AS 45.09.316(d) 05 and (e), duration and renewal of perfection of a security interest perfected by 06 compliance with the requirements prescribed by a statute, regulation, or treaty 07 described in (a) of this section are governed by the statute, regulation, or treaty. In 08 other respects, the security interest is subject to this chapter. 09 (d) During a period in which collateral is inventory held for sale or lease by 10 a person or leased by that person as lessor and that person is in the business of selling 11 or leasing goods of that kind, this section does not apply to a security interest in that 12 collateral created by that person as debtor. 13 Sec. 45.09.312. Perfection of security interests in chattel paper, deposit 14 accounts, documents, goods covered by documents, instruments, investment 15 property, letter-of-credit rights, and money; perfection by permissive filing; 16 temporary perfection without filing or transfer of possession. (a) A security 17 interest in chattel paper, negotiable documents, instruments, or investment property 18 may be perfected by filing. 19 (b) Except as otherwise provided in AS 45.09.315(c) and (d) for proceeds, 20 (1) a security interest in a deposit account may be perfected only by 21 control under AS 45.09.314; 22 (2) and except as otherwise provided in AS 45.09.308(d), a security 23 interest in a letter-of-credit right may be perfected only by control under AS 45.09.314; 24 and 25 (3) a security interest in money may be perfected only by the secured 26 party's taking possession under AS 45.09.313. 27 (c) While goods are in the possession of a bailee that has issued a negotiable 28 document covering the goods, a security interest 29 (1) in the goods may be perfected by perfecting a security interest in 30 the document; and 31 (2) perfected in the document has priority over a security interest that
01 becomes perfected in the goods by another method during that time. 02 (d) While goods are in the possession of a bailee that has issued a 03 nonnegotiable document covering the goods, a security interest in the goods may be 04 perfected by 05 (1) issuance of a document in the name of the secured party; 06 (2) the bailee's receipt of notification of the secured party's interest; or 07 (3) filing as to the goods. 08 (e) A security interest in certificated securities, negotiable documents, or 09 instruments is perfected without filing or the taking of possession for a period of 20 10 days from the time the security interest attaches to the extent that it arises for new 11 value given under an authenticated security agreement. 12 (f) A perfected security interest in a negotiable document or goods in 13 possession of a bailee, other than one that has issued a negotiable document for the 14 goods, remains perfected for 20 days without filing if the secured party makes 15 available to the debtor the goods or documents representing the goods for the purpose 16 of 17 (1) ultimate sale or exchange; or 18 (2) loading, unloading, storing, shipping, transshipping, manufacturing, 19 processing, or otherwise dealing with the goods or documents representing the goods 20 in a manner preliminary to their sale or exchange. 21 (g) A perfected security interest in a certificated security or instrument remains 22 perfected for 20 days without filing if the secured party delivers the security certificate 23 or instrument to the debtor for the purpose of 24 (1) ultimate sale or exchange; or 25 (2) presentation, collection, enforcement, renewal, or registration of 26 transfer. 27 (h) After the 20-day period specified in (e), (f), or (g) of this section expires, 28 perfection depends upon compliance with this chapter. 29 Sec. 45.09.313. When possession by or delivery to secured party perfects 30 security interest without filing. (a) Except as otherwise provided in (b) of this 31 section, a secured party may perfect a security interest in negotiable documents, goods,
01 instruments, money, or tangible chattel paper by taking possession of the collateral. 02 A secured party may perfect a security interest in certificated securities by taking 03 delivery of the certificated securities under AS 45.08.301. 04 (b) With respect to goods covered by a certificate of title issued by this state, 05 a secured party may perfect a security interest in the goods by taking possession of the 06 goods only in the circumstances described in AS 45.09.316(d). 07 (c) With respect to collateral other than certificated securities and goods 08 covered by a document, a secured party takes possession of collateral in the possession 09 of a person other than the debtor, the secured party, or a lessee of the collateral from 10 the debtor in the ordinary course of the debtor's business, when the person 11 (1) in possession authenticates a record acknowledging that the person 12 holds possession of the collateral for the secured party's benefit; or 13 (2) takes possession of the collateral after having authenticated a record 14 acknowledging that it will hold possession of collateral for the secured party's benefit. 15 (d) If perfection of a security interest depends upon possession of the collateral 16 by a secured party, perfection occurs no earlier than the time the secured party takes 17 possession and continues only while the secured party retains possession. 18 (e) A security interest in a certificated security in registered form is perfected 19 by delivery when delivery of the certificated security occurs under AS 45.08.301 and 20 remains perfected by delivery until the debtor obtains possession of the security 21 certificate. 22 (f) A person in possession of collateral is not required to acknowledge that it 23 holds possession for a secured party's benefit. 24 (g) If a person acknowledges that it holds possession for the secured party's 25 benefit, 26 (1) the acknowledgment is effective under (c) of this section or 27 AS 45.08.301(a), even if the acknowledgment violates the rights of a debtor; and 28 (2) unless the person otherwise agrees or law other than this chapter 29 otherwise provides, the person does not owe a duty to the secured party and is not 30 required to confirm the acknowledgment to another person. 31 (h) A secured party having possession of collateral does not relinquish
01 possession by delivering the collateral to a person other than the debtor or a lessee of 02 the collateral from the debtor in the ordinary course of the debtor's business if the 03 person was instructed before the delivery or is instructed contemporaneously with the 04 delivery to 05 (1) hold possession of the collateral for the secured party's benefit; or 06 (2) redeliver the collateral to the secured party. 07 (i) A secured party does not relinquish possession, even if a delivery under (h) 08 of this section violates the rights of a debtor. A person to whom collateral is delivered 09 under (h) of this section does not owe a duty to the secured party and is not required 10 to confirm the delivery to another person unless the person otherwise agrees or law 11 other than this chapter otherwise provides. 12 Sec. 45.09.314. Perfection by control. (a) A security interest in deposit 13 accounts, electronic chattel paper, investment property, or letter-of-credit rights, or may 14 be perfected by control of the collateral under AS 45.09.104, 45.09.105, 45.09.106, or 15 45.09.107. 16 (b) A security interest in deposit accounts, electronic chattel paper, or letter-of- 17 credit rights is perfected by control under AS 45.09.104, 45.09.105, or 45.09.107 when the 18 secured party obtains control and remains perfected by control only while the secured party 19 retains control. 20 (c) A security interest in investment property is perfected by control under 21 AS 45.09.106 from the time the secured party obtains control and remains perfected 22 by control until 23 (1) the secured party does not have control; and 24 (2) one of the following occurs: 25 (A) if the collateral is a certificated security, the debtor has or 26 acquires possession of the security certificate; 27 (B) if the collateral is an uncertificated security, the issuer has 28 registered or registers the debtor as the registered owner; or 29 (C) if the collateral is a security entitlement, the debtor is or 30 becomes the entitlement holder. 31 Sec. 45.09.315. Secured party's rights on disposition of collateral and in
01 proceeds. (a) Except as otherwise provided in this chapter, 02 (1) a security interest or agricultural lien continues in collateral 03 notwithstanding sale, lease, license, exchange, or other disposition of the security 04 interest or agricultural lien unless the secured party authorized the disposition free of 05 the security interest or agricultural lien; and 06 (2) a security interest attaches to any identifiable proceeds of collateral. 07 (b) Proceeds that are commingled with other property are identifiable proceeds 08 if the proceeds 09 (1) are goods, to the extent provided by AS 45.09.336; and 10 (2) are not goods, to the extent that the secured party identifies the 11 proceeds by a method of tracing, including application of equitable principles, that is 12 permitted under law other than this chapter with respect to commingled property of the 13 type involved. 14 (c) A security interest in proceeds is a perfected security interest if the security 15 interest in the original collateral was perfected. 16 (d) A perfected security interest in proceeds becomes unperfected on the 21st 17 day after the security interest attaches to the proceeds unless 18 (1) the following conditions are satisfied 19 (A) a filed financing statement covers the original collateral; 20 (B) the proceeds are collateral in which a security interest may 21 be perfected by filing in the office in which the financing statement has been 22 filed; and 23 (C) the proceeds are not acquired with cash proceeds; 24 (2) the proceeds are identifiable cash proceeds; or 25 (3) the security interest in the proceeds is perfected other than under 26 (c) of this section when the security interest attaches to the proceeds or within 20 days 27 thereafter. 28 (e) If a filed financing statement covers the original collateral, a security 29 interest in proceeds that remains perfected under (d)(1) of this section becomes 30 unperfected at the later of 31 (1) when the effectiveness of the filed financing statement lapses under
01 AS 45.09.515 or is terminated under AS 45.09.513; or 02 (2) the 21st day after the security interest attaches to the proceeds. 03 Sec. 45.09.316. Continued perfection of security interest following change 04 in governing law. (a) A security interest perfected under the law of the jurisdiction 05 designated in AS 45.09.301(1) or 45.09.305(c) remains perfected until the earliest of 06 (1) the time perfection would have ceased under the law of that 07 jurisdiction; 08 (2) the expiration of four months after a change of the debtor's location 09 to another jurisdiction; 10 (3) the expiration of one year after a transfer of collateral to a person 11 who thereby becomes a debtor and is located in another jurisdiction; or 12 (4) the expiration of one year after a new debtor located in another 13 jurisdiction becomes bound under AS 45.09.203(d). 14 (b) If a security interest described in (a) of this section becomes perfected 15 under the law of the other jurisdiction before the earliest time or event described in (a) 16 of this section, it remains perfected thereafter. If the security interest does not become 17 perfected under the law of the other jurisdiction before the earliest time or event, it 18 becomes unperfected and is considered never to have been perfected as against a 19 purchaser of the collateral for value. 20 (c) A possessory security interest in collateral, other than goods covered by a 21 certificate of title and as-extracted collateral consisting of goods, remains continuously 22 perfected if 23 (1) the collateral is located in one jurisdiction and subject to a security 24 interest perfected under the law of that jurisdiction; 25 (2) after the event described in (1) of this subsection occurs, the 26 collateral is brought into another jurisdiction; and 27 (3) upon entry into the other jurisdiction, the security interest is 28 perfected under the law of the other jurisdiction. 29 (d) Except as otherwise provided in (e) of this section, a security interest in 30 goods covered by a certificate of title that is perfected by a method under the law of 31 another jurisdiction when the goods become covered by a certificate of title from this
01 state remains perfected until the security interest would have become unperfected under 02 the law of the other jurisdiction had the goods not become so covered. 03 (e) A security interest described in (d) of this section becomes unperfected as 04 against a purchaser of the goods for value and is considered never to have been 05 perfected as against a purchaser of the goods for value if the applicable requirements 06 for perfection under AS 45.09.311(b) or 45.09.313 are not satisfied before the earlier 07 of 08 (1) the time the security interest would have become unperfected under 09 the law of the other jurisdiction had the goods not become covered by a certificate of 10 title from this state; or 11 (2) the expiration of four months after the goods had become so 12 covered. 13 (f) A security interest in deposit accounts, letter-of-credit rights, or investment 14 property that is perfected under the law of the bank's jurisdiction, the issuer's 15 jurisdiction, a nominated person's jurisdiction, the securities intermediary's jurisdiction, 16 or the commodity intermediary's jurisdiction, as applicable, remains perfected until the 17 earlier of 18 (1) the time the security interest would have become unperfected under 19 the law of that jurisdiction; or 20 (2) the expiration of four months after a change of the applicable 21 jurisdiction to another jurisdiction. 22 (g) If a security interest described in (f) of this section becomes perfected 23 under the law of the other jurisdiction before the earlier of the time or the end of the 24 period described in (f) of this section, it remains perfected thereafter. If the security 25 interest does not become perfected under the law of the other jurisdiction before the 26 earlier of that time or the end of that period, it becomes unperfected and is considered 27 never to have been perfected as against a purchaser of the collateral for value. 28 Sec. 45.09.317. Interests that take priority over or take free of unperfected 29 security interest or agricultural lien. (a) An unperfected security interest or 30 agricultural lien is subordinate to the rights of a person 31 (1) entitled to priority under AS 45.09.322; and
01 (2) who becomes a lien creditor before the earlier of the time the 02 security interest or agricultural lien is perfected or a financing statement covering the 03 collateral is filed. 04 (b) Except as otherwise provided in (e) of this section, a buyer, other than a 05 secured party, of tangible chattel paper, documents, goods, instruments, or a security 06 certificate takes free of a security interest or agricultural lien if the buyer gives value 07 and receives delivery of the collateral without knowledge of the security interest or 08 agricultural lien and before it is perfected. 09 (c) Except as otherwise provided in (e) of this section, a lessee of goods takes 10 free of a security interest or agricultural lien if the lessee gives value and receives 11 delivery of the collateral without knowledge of the security interest or agricultural lien 12 and before it is perfected. 13 (d) A licensee of a general intangible or a buyer, other than a secured party, 14 of accounts, electronic chattel paper, general intangibles, or investment property other 15 than a certificated security takes free of a security interest if the licensee or buyer 16 gives value without knowledge of the security interest and before it is perfected. 17 (e) Except as otherwise provided in AS 45.09.320 and 45.09.321, if a person 18 files a financing statement with respect to a purchase money security interest before 19 or within 20 days after the debtor receives delivery of the collateral, the security 20 interest takes priority over the rights of a buyer, lessee, or lien creditor that arise 21 between the time the security interest attaches and the time of filing. 22 Sec. 45.09.318. No interest retained in right to payment that is sold; rights 23 and title of seller of account or chattel paper with respect to creditors and 24 purchasers. (a) A debtor that has sold an account, chattel paper, payment intangible, 25 or promissory note does not retain a legal or equitable interest in the collateral sold. 26 (b) For purposes of determining the rights of creditors of, and purchasers for 27 value of an account or chattel paper from, a debtor that has sold an account or chattel 28 paper, while the buyer's security interest is unperfected, the debtor is considered to 29 have rights and title to the account or chattel paper identical to those the debtor sold. 30 Sec. 45.09.319. Rights and title of consignee with respect to creditors and 31 purchasers. (a) Except as otherwise provided in (b) of this section, for purposes of
01 determining the rights of creditors of, and purchasers for value of goods from, a 02 consignee, while the goods are in the possession of the consignee, the consignee has 03 rights and title to the goods identical to those the consignor had or had power to 04 transfer. 05 (b) For purposes of determining the rights of a creditor of a consignee, law 06 other than this chapter determines the rights and title of a consignee while goods are 07 in the consignee's possession if, under AS 45.09.301 - 45.09.342, a perfected security 08 interest held by the consignor would have priority over the rights of the creditor. 09 Sec. 45.09.320. Buyer of goods. (a) Except as otherwise provided in (e) of 10 this section, a buyer in ordinary course of business, other than a person buying farm 11 products from a person engaged in farming operations, takes free of a security interest 12 created by the buyer's seller, even if the security interest is perfected and the buyer 13 knows of its existence. 14 (b) Except as otherwise provided in (e) of this section, a buyer of goods from 15 a person who used or bought the goods for use primarily for personal, family, or 16 household purposes takes free of a security interest, even if perfected, if the buyer buys 17 (1) without knowledge of the security interest; 18 (2) for value; 19 (3) primarily for the buyer's personal, family, or household purposes; 20 and 21 (4) before the filing of a financing statement covering the goods. 22 (c) To the extent that it affects the priority of a security interest over a buyer 23 of goods under (b) of this section, the period of effectiveness of a filing made in the 24 jurisdiction in which the seller is located is governed by AS 45.09.316(a) and (b). 25 (d) A buyer in ordinary course of business buying oil, gas, or other minerals 26 at the wellhead or minehead or after extraction takes free of an interest arising out of 27 an encumbrance. 28 (e) The provisions of (a) and (b) of this section do not affect a security interest 29 in goods in the possession of the secured party under AS 45.09.313. 30 Sec. 45.09.321. Licensee of general intangible and lessee of goods in 31 ordinary course of business. (a) In this section, "licensee in ordinary course of
01 business" means a person who becomes a licensee of a general intangible in good 02 faith, without knowledge that the license violates the rights of another person in the 03 general intangible, and in the ordinary course from a person in the business of 04 licensing general intangibles of that kind. A person becomes a licensee in the ordinary 05 course if the license to the person comports with the usual or customary practices in 06 the kind of business in which the licensor is engaged or with the licensor's own usual 07 or customary practices. 08 (b) A licensee in ordinary course of business takes its rights under the license 09 free of a security interest in the general intangible created by the licensor even if the 10 security interest is perfected and the licensee knows of its existence. 11 (c) A lessee in ordinary course of business takes its leasehold interest free of 12 a security interest in the goods created by the lessor even if the security interest is 13 perfected and the lessee knows of its existence. 14 Sec. 45.09.322. Priorities among conflicting security interests in and 15 agricultural liens on same collateral. (a) Except as otherwise provided in this 16 section, priority among conflicting security interests and agricultural liens in the same 17 collateral is determined according to the following rules: 18 (1) conflicting perfected security interests and agricultural liens rank 19 according to priority in time of filing or perfection; priority dates from the earlier of 20 the time a filing covering the collateral is first made or the security interest or 21 agricultural lien is first perfected if there is no period thereafter when there is neither 22 filing nor perfection; 23 (2) a perfected security interest or agricultural lien has priority over a 24 conflicting unperfected security interest or agricultural lien; 25 (3) the first security interest or agricultural lien to attach or become 26 effective has priority if conflicting security interests and agricultural liens are 27 unperfected. 28 (b) For the purposes of (a)(1) of this section, the time of filing or perfection 29 as to a security interest in collateral 30 (1) is also the time of filing or perfection as to a security interest in 31 proceeds; and
01 (2) supported by a supporting obligation is also the time of filing or 02 perfection as to a security interest in the supporting obligation. 03 (c) Except as otherwise provided in (f) of this section, a security interest in 04 collateral that qualifies for priority over a conflicting security interest under 05 AS 45.09.327, 45.09.328, 45.09.329, 45.09.330, or 45.09.331 also has priority over a 06 conflicting security interest in 07 (1) supporting obligation for the collateral; and 08 (2) proceeds of the collateral if 09 (A) the security interest in proceeds is perfected; 10 (B) the proceeds are cash proceeds or of the same type as the 11 collateral; and 12 (C) in the case of proceeds that are proceeds of proceeds, all 13 intervening proceeds are cash proceeds, proceeds of the same type as the 14 collateral, or an account relating to the collateral. 15 (d) Subject to (e) of this section and except as otherwise provided in (f) of this 16 section, if a security interest in chattel paper, deposit accounts, negotiable documents, 17 instruments, investment property, or letter-of-credit rights is perfected by a method 18 other than filing, conflicting perfected security interests in proceeds of the collateral 19 rank according to priority in time of filing. 20 (e) The provisions of (d) of this section apply only if the proceeds of the 21 collateral are not cash proceeds, chattel paper, negotiable documents, instruments, 22 investment property, or letter-of-credit rights. 23 (f) The provisions of (a) - (e) of this section are subject to 24 (1) the provisions of (g) of this section and the other provisions of 25 AS 45.09.301 - 45.09.342; 26 (2) AS 45.04.210 with respect to a security interest of a collecting 27 bank; 28 (3) AS 45.05.118 with respect to a security interest of an issuer or 29 nominated person; and 30 (4) AS 45.09.110 with respect to a security interest arising under 31 AS 45.02 or AS 45.12.
01 (g) A perfected agricultural lien on collateral has priority over a conflicting 02 security interest in or agricultural lien on the same collateral if the statute creating the 03 agricultural lien so provides. 04 Sec. 45.09.323. Future advances. (a) Except as otherwise provided in (c) of 05 this section, for purposes of determining the priority of a perfected security interest 06 under AS 45.09.322(a)(1), perfection of the security interest dates from the time an 07 advance is made to the extent that the security interest secures an advance that 08 (1) is made while the security interest is perfected only 09 (A) under AS 45.09.309 when it attaches; or 10 (B) temporarily under AS 45.09.312(e), (f), or (g); and 11 (2) not made pursuant to a commitment entered into before or while 12 the security interest is perfected by a method other than under AS 45.09.309 or 13 45.09.312(e), (f), or (g). 14 (b) Except as otherwise provided in (c) of this section, a security interest is 15 subordinate to the rights of a person who becomes a lien creditor while the security 16 interest is perfected only to the extent that the security interest secures advances made 17 more than 45 days after the person becomes a lien creditor unless the advance is made 18 (1) without knowledge of the lien; or 19 (2) pursuant to a commitment entered into without knowledge of the 20 lien. 21 (c) The provisions of (a) and (b) of this section do not apply to a security 22 interest held by a secured party that is a buyer of accounts, chattel paper, payment 23 intangibles, or promissory notes or a consignor. 24 (d) Except as otherwise provided in (e) of this section, a buyer of goods other 25 than a buyer in ordinary course of business takes free of a security interest to the 26 extent that it secures advances made after the earlier of 27 (1) the time the secured party acquires knowledge of the buyer's 28 purchase; or 29 (2) 45 days after the purchase. 30 (e) The provisions of (d) of this section do not apply if the advance is made 31 pursuant to a commitment entered into without knowledge of the buyer's purchase and
01 before the expiration of the 45-day period. 02 (f) Except as otherwise provided in (g) of this section, a lessee of goods, other 03 than a lessee in ordinary course of business, takes the leasehold interest free of a 04 security interest to the extent that it secures advances made after the earlier of 05 (1) the time the secured party acquires knowledge of the lease; or 06 (2) 45 days after the lease contract becomes enforceable. 07 (g) The provisions of (f) of this section do not apply if the advance is made 08 pursuant to a commitment entered into without knowledge of the lease and before the 09 expiration of the 45-day period. 10 Sec. 45.09.324. Priority of purchase money security interests. (a) Except 11 as otherwise provided in (g) of this section, a perfected purchase money security 12 interest in goods other than inventory or livestock has priority over a conflicting 13 security interest in the same goods, and, except as otherwise provided in AS 45.09.327, 14 a perfected security interest in its identifiable proceeds also has priority if the purchase 15 money security interest is perfected when the debtor receives possession of the 16 collateral or within 20 days thereafter. 17 (b) Subject to (c) of this section and except as otherwise provided in (g) of this 18 section, a perfected purchase money security interest in inventory has priority over a 19 conflicting security interest in the same inventory, has priority over a conflicting 20 security interest in chattel paper or an instrument constituting proceeds of the inventory 21 and in proceeds of the chattel paper if so provided in AS 45.09.330, and, except as 22 otherwise provided in AS 45.09.327, also has priority in identifiable cash proceeds of 23 the inventory to the extent the identifiable cash proceeds are received on or before the 24 delivery of the inventory to a buyer if 25 (1) the purchase money security interest is perfected when the debtor 26 receives possession of the inventory; 27 (2) the purchase money secured party sends an authenticated 28 notification to the holder of the conflicting security interest; 29 (3) the holder of the conflicting security interest receives the 30 notification within five years before the debtor receives possession of the inventory; 31 and
01 (4) the notification states that the person sending the notification has 02 or expects to acquire a purchase money security interest in inventory of the debtor and 03 describes the inventory. 04 (c) The provisions of (b)(2) - (4) of this section apply only if the holder of the 05 conflicting security interest had filed a financing statement covering the same types of 06 inventory if the purchase money security interest is 07 (1) perfected by filing, before the date of the filing; or 08 (2) temporarily perfected without filing or possession under 09 AS 45.09.312(f) before the beginning of the 20-day period under AS 45.09.312(f). 10 (d) Subject to (e) of this section and except as otherwise provided in (g) of this 11 section, a perfected purchase money security interest in livestock that are farm 12 products has priority over a conflicting security interest in the same livestock, and, 13 except as otherwise provided in AS 45.09.327, a perfected security interest in their 14 identifiable proceeds and identifiable products in their unmanufactured states also has 15 priority if 16 (1) the purchase money security interest is perfected when the debtor 17 receives possession of the livestock; 18 (2) the purchase money secured party sends an authenticated 19 notification to the holder of the conflicting security interest; 20 (3) the holder of the conflicting security interest receives the 21 notification within six months before the debtor receives possession of the livestock; 22 and 23 (4) the notification states that the person sending the notification has 24 or expects to acquire a purchase money security interest in livestock of the debtor and 25 describes the livestock. 26 (e) The provisions of (d)(2) - (4) of this section apply only if the holder of the 27 conflicting security interest had filed a financing statement covering the same types of 28 livestock if the purchase money security interest is 29 (1) perfected by filing before the date of the filing; or 30 (2) temporarily perfected without filing or possession under 31 AS 45.09.312(f) before the beginning of the 20-day period under AS 45.09.312(f).
01 (f) Except as otherwise provided in (g) of this section, a perfected purchase- 02 money security interest in software has priority over a conflicting security interest in the same 03 collateral, and, except as otherwise provided in AS 45.09.327, a perfected security interest in 04 its identifiable proceeds also has priority to the extent that the purchase money security 05 interest in the goods in which the software was acquired for use has priority in the goods and 06 proceeds of the goods under this section. 07 (g) If more than one security interest qualifies for priority in the same 08 collateral under (a), (b), (d), or (f) of this section, 09 (1) a security interest securing an obligation incurred as all or part of 10 the price of the collateral has priority over a security interest securing an obligation 11 incurred for value given to enable the debtor to acquire rights in or the use of 12 collateral; and 13 (2) in all other cases, AS 45.09.322(a) applies to the qualifying security 14 interests. 15 Sec. 45.09.325. Priority of security interests in transferred collateral. (a) 16 Except as otherwise provided in (b) of this section, a security interest created by a 17 debtor is subordinate to a security interest in the same collateral created by another 18 person if 19 (1) the debtor acquired the collateral subject to the security interest 20 created by the other person; 21 (2) the security interest created by the other person was perfected when 22 the debtor acquired the collateral; and 23 (3) there is no period after the events described in (1) and (2) of this 24 subsection when the security interest is unperfected. 25 (b) The provisions of (a) of this section subordinate a security interest only if 26 the security interest 27 (1) otherwise would have priority solely under AS 45.09.322(a) or 28 45.09.324; or 29 (2) arose solely under AS 45.02.711(c) or AS 45.12.508(e). 30 Sec. 45.09.326. Priority of security interests created by new debtor. (a) 31 Subject to (b) of this section, a security interest created by a new debtor that is
01 perfected by a filed financing statement that is effective solely under AS 45.09.508 in 02 collateral in which a new debtor has or acquires rights is subordinate to a security 03 interest in the same collateral that is perfected by another method. 04 (b) If more than one security interest in the same collateral is subordinate 05 under (a) of this section, the other provisions of AS 45.09.301 - 45.09.342 determine 06 the priority among the subordinated security interests. 07 Sec. 45.09.327. Priority of security interests in deposit account. The 08 following rules govern priority among conflicting security interests in the same deposit 09 account: 10 (1) a security interest held by a secured party having control of the 11 deposit account under AS 45.09.104 has priority over a conflicting security interest 12 held by a secured party that does not have control; 13 (2) except as otherwise provided in (3) and (4) of this section, security 14 interests perfected by control under AS 45.09.314 rank according to priority in time 15 of obtaining control; 16 (3) except as otherwise provided in (4) of this section, a security 17 interest held by the bank with which the deposit account is maintained has priority 18 over a conflicting security interest held by another secured party; 19 (4) a security interest perfected by control under AS 45.09.104(a)(3) 20 has priority over a security interest held by the bank with which the deposit account 21 is maintained. 22 Sec. 45.09.328. Priority of security interests in investment property. The 23 following rules govern priority among conflicting security interests in the same 24 investment property: 25 (1) a security interest held by a secured party having control of 26 investment property under AS 45.09.106 has priority over a security interest held by 27 a secured party that does not have control of the investment property; 28 (2) except as otherwise provided in (3) and (4) of this section, 29 conflicting security interests held by secured parties each of which has control under 30 AS 45.09.106 rank according to priority in time, if the collateral is 31 (A) a security, of obtaining control;
01 (B) a security entitlement carried in a securities account and if 02 the secured party obtained control 03 (i) under AS 45.08.106(d)(1), of the secured party's 04 becoming the person for which the securities account is maintained; 05 (ii) under AS 45.08.106(d)(2), of the securities 06 intermediary's agreement to comply with the secured party's entitlement 07 orders with respect to security entitlements carried or to be carried in 08 the securities account; or 09 (iii) through another person under AS 45.08.106(d)(3), 10 of the time on which priority would be based under this paragraph if 11 the other person were the secured party; or 12 (C) a commodity contract carried with a commodity 13 intermediary, of the satisfaction of the requirement for control specified in 14 AS 45.09.106(b)(2) with respect to commodity contracts carried or to be carried 15 with the commodity intermediary; 16 (3) a security interest held by a securities intermediary in a security 17 entitlement or a securities account maintained with the securities intermediary has 18 priority over a conflicting security interest held by another secured party; 19 (4) a security interest held by a commodity intermediary in a 20 commodity contract or a commodity account maintained with the commodity 21 intermediary has priority over a conflicting security interest held by another secured 22 party; 23 (5) a security interest in a certificated security in registered form that 24 is perfected by taking delivery under AS 45.09.313(a) and not by control under 25 AS 45.09.314 has priority over a conflicting security interest perfected by a method 26 other than control; 27 (6) conflicting security interests created by a broker, securities 28 intermediary, or commodity intermediary that are perfected without control under 29 AS 45.09.106 rank equally; 30 (7) in all other cases, priority among conflicting security interests in 31 investment property is governed by AS 45.09.322 and 45.09.323.
01 Sec. 45.09.329. Priority of security interests in letter-of-credit right. The 02 following rules govern priority among conflicting security interests in the same letter- 03 of-credit right: 04 (1) a security interest held by a secured party having control of the 05 letter-of-credit right under AS 45.09.107 has priority to the extent of its control over 06 a conflicting security interest held by a secured party that does not have control; 07 (2) security interests perfected by control under AS 45.09.314 rank 08 according to priority in time of obtaining control. 09 Sec. 45.09.330. Priority of purchaser of chattel paper or instrument. (a) 10 A purchaser of chattel paper has priority over a security interest in the chattel paper 11 that is claimed merely as proceeds of inventory subject to a security interest if 12 (1) in good faith and in the ordinary course of the purchaser's business, 13 the purchaser gives new value and takes possession of the chattel paper or obtains 14 control of the chattel paper under AS 45.09.105; and 15 (2) the chattel paper does not indicate that it has been assigned to an 16 identified assignee other than the purchaser. 17 (b) A purchaser of chattel paper has priority over a security interest in the 18 chattel paper that is claimed other than merely as proceeds of inventory subject to a 19 security interest if the purchaser gives new value and takes possession of the chattel 20 paper or obtains control of the chattel paper under AS 45.09.105 in good faith, in the 21 ordinary course of the purchaser's business, and without knowledge that the purchase 22 violates the rights of the secured party. 23 (c) Except as otherwise provided in AS 45.09.327, a purchaser having priority 24 in chattel paper under (a) or (b) of this section also has priority in proceeds of the 25 chattel paper to the extent that 26 (1) AS 45.09.322 provides for priority in the proceeds; or 27 (2) the proceeds consist of the specific goods covered by the chattel 28 paper or cash proceeds of the specific goods even if the purchaser's security interest 29 in the proceeds is unperfected. 30 (d) Except as otherwise provided in AS 45.09.331(a), a purchaser of an 31 instrument has priority over a security interest in the instrument perfected by a method
01 other than possession if the purchaser gives value and takes possession of the 02 instrument in good faith and without knowledge that the purchase violates the rights 03 of the secured party. 04 (e) For purposes of (a) and (b) of this section, the holder of a purchase money 05 security interest in inventory gives new value for chattel paper constituting proceeds 06 of the inventory. 07 (f) For purposes of (b) and (d) of this section, if chattel paper or an instrument 08 indicates that it has been assigned to an identified secured party other than the 09 purchaser, a purchaser of the chattel paper or instrument has knowledge that the 10 purchase violates the rights of the secured party. 11 Sec. 45.09.331. Priority of rights of purchasers of instruments, documents, 12 and securities under other chapters; priority of interests in financial assets and 13 security entitlements under AS 45.08. (a) This chapter does not limit the rights of 14 a holder in due course of a negotiable instrument, a holder to which a negotiable 15 document of title has been duly negotiated, or a protected purchaser of a security. 16 These holders or purchasers take priority over an earlier security interest, even if 17 perfected, to the extent provided in AS 45.03, AS 45.07, and AS 45.08. 18 (b) This chapter does not limit the rights of or impose liability on a person to 19 the extent that the person is protected against the assertion of an adverse claim under 20 AS 45.08. 21 (c) Filing under this chapter does not constitute notice of a claim or defense 22 to the holders, purchasers, or persons described in (a) and (b) of this section. 23 Sec. 45.09.332. Transfer of money; transfer of funds from deposit account. 24 (a) A transferee of money takes the money free of a security interest unless the 25 transferee acts in collusion with the debtor in violating the rights of the secured party. 26 (b) A transferee of funds from a deposit account takes the funds free of a 27 security interest in the deposit account unless the transferee acts in collusion with the 28 debtor in violating the rights of the secured party. 29 Sec. 45.09.333. Priority of certain liens arising by operation of law. (a) 30 In this section, "possessory lien" means an interest, other than a security interest or an 31 agricultural lien,
01 (1) that secures payment or performance of an obligation for services 02 or materials furnished with respect to goods by a person in the ordinary course of the 03 person's business; 04 (2) that is created by statute or rule of law in favor of the person; and 05 (3) whose effectiveness depends on the person's possession of the 06 goods. 07 (b) A possessory lien on goods has priority over a security interest in the 08 goods unless the lien is created by a statute that expressly provides otherwise. 09 Sec. 45.09.334. Priority of security interests in fixtures and crops. (a) A 10 security interest under this chapter may be created in goods that are fixtures or may 11 continue in goods that become fixtures. A security interest does not exist under this 12 chapter in ordinary building materials incorporated into an improvement on land. 13 (b) This chapter does not prevent creation of an encumbrance upon fixtures 14 under real property law. 15 (c) In cases not governed by (d) - (h) of this section, a security interest in 16 fixtures is subordinate to a conflicting interest of an encumbrancer or owner of the 17 related real property other than the debtor. 18 (d) Except as otherwise provided in (h) of this section, a perfected security 19 interest in fixtures has priority over a conflicting interest of an encumbrancer or owner 20 of the real property if the debtor has an interest of record in or is in possession of the 21 real property and 22 (1) the security interest is a purchase money security interest; 23 (2) the interest of the encumbrancer or owner arises before the goods 24 become fixtures; and 25 (3) the security interest is perfected by a fixture filing before the goods 26 become fixtures or within 20 days after the goods become fixtures. 27 (e) A perfected security interest in fixtures has priority over a conflicting 28 interest of an encumbrancer or owner of the real property if 29 (1) the debtor has an interest of record in the real property or is in 30 possession of the real property and the security interest 31 (A) is perfected by a fixture filing before the interest of the
01 encumbrancer or owner is of record; and 02 (B) has priority over any conflicting interest of a predecessor 03 in title of the encumbrancer or owner; 04 (2) before the goods become fixtures, the security interest is perfected 05 by a method permitted by this chapter and the fixtures are readily removable 06 (A) factory or office machines; 07 (B) equipment that is not primarily used or leased for use in the 08 operation of the real property; or 09 (C) replacements of domestic appliances that are consumer 10 goods; 11 (3) the conflicting interest is a lien on the real property obtained by 12 legal or equitable proceedings after the security interest was perfected by a method 13 permitted by this chapter; or 14 (4) the security interest is 15 (A) created in a manufactured home in a manufactured home 16 transaction; and 17 (B) perfected under a statute described in AS 45.09.311(a)(2). 18 (f) A security interest in fixtures, whether or not perfected, has priority over 19 a conflicting interest of an encumbrancer or owner of the real property if 20 (1) the encumbrancer or owner has, in an authenticated record, 21 consented to the security interest or disclaimed an interest in the goods as fixtures; or 22 (2) the debtor has a right to remove the goods as against the 23 encumbrancer or owner. 24 (g) The priority of the security interest under (f) of this section continues for 25 a reasonable time if the debtor's right to remove the goods as against the encumbrancer 26 or owner terminates. 27 (h) A mortgage is a construction mortgage to the extent that it secures an 28 obligation incurred for the construction of an improvement on land, including the 29 acquisition cost of the land if a recorded mortgage so indicates. Except as otherwise 30 provided in (e) and (f) of this section, a security interest in fixtures is subordinate to 31 a construction mortgage if the mortgage is recorded before the goods become fixtures
01 and the goods become fixtures before the completion of the construction. A mortgage 02 has this priority to the same extent as a construction mortgage to the extent that it is 03 given to refinance a construction mortgage. 04 (i) A perfected security interest in crops growing on real property has priority 05 over a conflicting interest of an encumbrancer or owner of the real property if the 06 debtor has an interest of record in or is in possession of the real property. 07 (j) The provisions of (i) of this section prevail over an inconsistent statute 08 unless that statute contains an exemption that refers specifically to this section. 09 Sec. 45.09.335. Accessions. (a) A security interest may be created in an 10 accession and continues in collateral that becomes an accession. 11 (b) If a security interest is perfected when the collateral becomes an accession, 12 the security interest remains perfected in the collateral. 13 (c) Except as otherwise provided in (d) of this section, the other provisions of 14 AS 45.09.301 - 45.09.342 determine the priority of a security interest in an accession. 15 (d) A security interest in an accession is subordinate to a security interest in 16 the whole that is perfected by compliance with the requirements of a certificate of title 17 statute under AS 45.09.311(b). 18 (e) After default, subject to AS 45.09.601 - 45.09.628, a secured party may 19 remove an accession from other goods if the security interest in the accession has 20 priority over the claims of every person having an interest in the whole. 21 (f) A secured party that removes an accession from other goods under (e) of 22 this section shall promptly reimburse an encumbrancer or owner of the whole or of the 23 other goods, other than the debtor, for the cost of repair of a physical injury to the 24 whole or the other goods. The secured party need not reimburse the encumbrancer or 25 owner for diminution in value of the whole or the other goods caused by the absence 26 of the accession removed or by a necessity for replacing it. A person entitled to 27 reimbursement may refuse permission to remove until the secured party gives adequate 28 assurance for the performance of the obligation to reimburse. 29 Sec. 45.09.336. Commingled goods. (a) In this section, "commingled goods" 30 means goods that are physically united with other goods in a manner so that their 31 identity is lost in a product or mass.
01 (b) A security interest does not exist in commingled goods as such. However, 02 a security interest may attach to a product or mass that results when goods become 03 commingled goods. 04 (c) If collateral becomes commingled goods, a security interest attaches to the 05 product or mass. 06 (d) If a security interest in collateral is perfected before the collateral becomes 07 commingled goods, the security interest that attaches to the product or mass under (c) 08 of this section is perfected. 09 (e) Except as otherwise provided in (f) of this section, the other provisions of 10 AS 45.09.301 - 45.09.342 determine the priority of a security interest that attaches to 11 the product or mass under (c) of this section. 12 (f) If more than one security interest attaches to the product or mass under (c) 13 of this section, the following rules determine priority: 14 (1) a security interest that is perfected under (d) of this section has 15 priority over a security interest that is unperfected at the time the collateral becomes 16 commingled goods; 17 (2) if more than one security interest is perfected under (d) of this 18 section, the security interests rank equally in proportion to the value of the collateral 19 at the time it became commingled goods. 20 Sec. 45.09.337. Priority of security interests in goods covered by certificate 21 of title. If, while a security interest in goods is perfected by a method under the law 22 of another jurisdiction, this state issues a certificate of title that does not show that the 23 goods are subject to the security interest or contain a statement that the goods may be 24 subject to security interests not shown on the certificate, 25 (1) a buyer of the goods, other than a person in the business of selling 26 goods of that kind, takes free of the security interest if the buyer gives value and 27 receives delivery of the goods after issuance of the certificate and without knowledge 28 of the security interest; and 29 (2) the security interest is subordinate to a conflicting security interest 30 in the goods that attaches, and is perfected under AS 45.09.311(b) after issuance of the 31 certificate and without the conflicting secured party's knowledge of the security
01 interest. 02 Sec. 45.09.338. Priority of security interest or agricultural lien perfected 03 by filed financing statement providing certain incorrect information. If a security 04 interest or agricultural lien is perfected by a filed financing statement providing 05 information described in AS 45.09.516(b)(5) that is incorrect at the time the financing 06 statement is filed, 07 (1) the security interest or agricultural lien is subordinate to a 08 conflicting perfected security interest in the collateral to the extent that the holder of 09 the conflicting security interest gives value in reasonable reliance upon the incorrect 10 information; and 11 (2) a purchaser, other than a secured party, of the collateral takes free 12 of the security interest or agricultural lien to the extent that, in reasonable reliance 13 upon the incorrect information, the purchaser gives value and, in the case of chattel 14 paper, documents, goods, instruments, or a security certificate, receives delivery of the 15 collateral. 16 Sec. 45.09.339. Priority subject to subordination. This chapter does not 17 preclude subordination by agreement by a person entitled to priority. 18 Sec. 45.09.340. Effectiveness of right of recoupment or setoff against 19 deposit account. (a) Except as otherwise provided in (c) of this section, a bank with 20 which a deposit account is maintained may exercise a right of recoupment or setoff 21 against a secured party that holds a security interest in the deposit account. 22 (b) Except as otherwise provided in (c) of this section, the application of this 23 chapter to a security interest in a deposit account does not affect a right of recoupment 24 or setoff of the secured party as to a deposit account maintained with the secured 25 party. 26 (c) The exercise by a bank of a setoff against a deposit account is ineffective 27 against a secured party that holds a security interest in the deposit account that is 28 perfected by control under AS 45.09.104(a)(3) if the setoff is based on a claim against 29 the debtor. 30 Sec. 45.09.341. Bank's rights and duties with respect to deposit account. 31 Except as otherwise provided in AS 45.09.340(c), and unless the bank otherwise agrees
01 in an authenticated record, a bank's rights and duties with respect to a deposit account 02 maintained with the bank are not terminated, suspended, or modified by 03 (1) the creation, attachment, or perfection of a security interest in the 04 deposit account; 05 (2) the bank's knowledge of the security interest; or 06 (3) the bank's receipt of instructions from the secured party. 07 Sec. 45.09.342. Bank's right to refuse to enter into or disclose existence of 08 control agreement. This chapter does not require a bank to enter into an agreement 09 of the kind described in AS 45.09.104(a)(2), even if its customer so requests or directs. 10 A bank that has entered into such an agreement is not required to confirm the 11 existence of the agreement to another person unless requested to do so by its customer. 12 Article 4. Rights of Third Parties. 13 Sec. 45.09.401. Alienability of debtor's rights. (a) Except as otherwise 14 provided in (b) of this section and AS 45.09.406 - 45.09.409, whether a debtor's rights 15 in collateral may be voluntarily or involuntarily transferred is governed by law other 16 than this chapter. 17 (b) An agreement between the debtor and secured party that prohibits a 18 transfer of the debtor's rights in collateral or makes the transfer a default does not 19 prevent the transfer from taking effect. 20 Sec. 45.09.402. Secured party not obligated on contract of debtor or in 21 tort. The existence of a security interest, agricultural lien, or authority given to a 22 debtor to dispose of or use collateral, without more, does not subject a secured party 23 to liability in contract or tort for the debtor's acts or omissions. 24 Sec. 45.09.403. Agreement not to assert defenses against assignee. (a) In 25 this section, the issue of whether an assignment is taken for value is governed by the 26 provisions of AS 45.03.303(a). 27 (b) Except as otherwise provided in this section, an agreement between an 28 account debtor and an assignor not to assert against an assignee a claim or defense that 29 the account debtor may have against the assignor is enforceable by an assignee that 30 takes an assignment 31 (1) for value;
01 (2) in good faith; 02 (3) without notice of a claim of a property or possessory right to the 03 property assigned; and 04 (4) without notice of a defense or claim in recoupment of the type that 05 may be asserted against a person entitled to enforce a negotiable instrument under 06 AS 45.03.305(a). 07 (c) The provisions of (b) of this section do not apply to defenses of a type that 08 may be asserted against a holder in due course of a negotiable instrument under 09 AS 45.03.305(b). 10 (d) In a consumer transaction, if a record evidences the account debtor's 11 obligation, if law other than this chapter requires that the record include a statement 12 to the effect that the rights of an assignee are subject to claims or defenses that the 13 account debtor could assert against the original obligee, and if the record does not 14 include the statement, 15 (1) the record has the same effect as if the record included the a 16 statement; and 17 (2) the account debtor may assert against an assignee the claims and 18 defenses that would have been available if the record included the statement. 19 (e) This section is subject to law other than this chapter that establishes a 20 different rule for an account debtor who is an individual and who incurred the 21 obligation primarily for personal, family, or household purposes. 22 (f) Except as otherwise provided in (d) of this section, this section does not 23 displace law other than this chapter that gives effect to an agreement by an account 24 debtor not to assert a claim or defense against an assignee. 25 Sec. 45.09.404. Rights acquired by assignee; claims and defenses against 26 assignee. (a) Unless an account debtor has made an enforceable agreement not to 27 assert defenses or claims, and subject to (b) - (e) of this section, the rights of an 28 assignee are subject to 29 (1) all terms of the agreement between the account debtor and assignor 30 and a defense or claim in recoupment arising from the transaction that gave rise to the 31 contract; and
01 (2) any other defense or claim of the account debtor against the 02 assignor that accrues before the account debtor receives a notification of the 03 assignment authenticated by the assignor or the assignee. 04 (b) Subject to (c) of this section and except as otherwise provided in (d) of this 05 section, the claim of an account debtor against an assignor may be asserted against an 06 assignee under (a) of this section only to reduce the amount the account debtor owes. 07 (c) This section is subject to law other than this chapter that establishes a 08 different rule for an account debtor who is an individual and who incurred the 09 obligation primarily for personal, family, or household purposes. 10 (d) In a consumer transaction, if a record evidences the account debtor's 11 obligation, law other than this chapter requires that the record include a statement to 12 the effect that the account debtor's recovery against an assignee with respect to claims 13 and defenses against the assignor may not exceed amounts paid by the account debtor 14 under the record, and the record does not include the statement, the extent to which 15 a claim of an account debtor against the assignor may be asserted against an assignee 16 is determined as if the record included the statement. 17 (e) This section does not apply to an assignment of a health care insurance 18 receivable. 19 Sec. 45.09.405. Modification of assigned contract. (a) A modification of 20 or substitution for an assigned contract is effective against an assignee if made in good 21 faith. The assignee acquires corresponding rights under the modified or substituted 22 contract. The assignment may provide that the modification or substitution is a breach 23 of contract by the assignor. This subsection is subject to (b) - (d) of this section. 24 (b) The provisions of (a) of this section apply to the extent that the right to 25 payment or the right to partial payment 26 (1) under an assigned contract has not been fully earned by 27 performance; or 28 (2) has been fully earned by performance and the account debtor has 29 not received notification of the assignment under AS 45.09.406(a). 30 (c) This section is subject to law other than this chapter that establishes a 31 different rule for an account debtor who is an individual and who incurred the
01 obligation primarily for personal, family, or household purposes. 02 (d) This section does not apply to an assignment of a health care insurance 03 receivable. 04 Sec. 45.09.406. Discharge of account debtor; notification of assignment; 05 identification and proof of assignment; term prohibiting assignment ineffective. 06 (a) Subject to (b) - (h) of this section, an account debtor on an account, 07 chattel paper, or a payment intangible may discharge its obligation by paying the 08 assignor until, but not after, the account debtor receives a notification, authenticated 09 by the assignor or the assignee, that the amount due or to become due has been 10 assigned and that payment is to be made to the assignee. After receipt of the 11 notification, the account debtor may discharge its obligation by paying the assignee 12 and may not discharge its obligation by paying the assignor. 13 (b) Subject to (g) of this section, notification is ineffective under (a) of this 14 section 15 (1) if it does not reasonably identify the rights assigned; 16 (2) to the extent that an agreement between an account debtor and a 17 seller of a payment intangible limits the account debtor's duty to pay a person other 18 than the seller and the limitation is effective under law other than this chapter; or 19 (3) at the option of an account debtor, if the notification notifies the 20 account debtor to make less than the full amount of any installment or other periodic 21 payment to the assignee even if 22 (A) only a portion of the account, chattel paper, or general 23 intangible has been assigned to that assignee; 24 (B) a portion has been assigned to another assignee; or 25 (C) the account debtor knows that the assignment to that 26 assignee is limited. 27 (c) Subject to (g) of this section, if requested by the account debtor, an 28 assignee shall seasonably furnish reasonable proof that the assignment has been made. 29 Unless the assignee complies, the account debtor may discharge its obligation by 30 paying the assignor even if the account debtor has received a notification under (a) of 31 this section.
01 (d) Except as otherwise provided in (e) of this section, AS 45.09.407, and 02 AS 45.12.303, and subject to (g) of this section, a term in an agreement between an 03 account debtor and an assignor or in a promissory note is ineffective to the extent that 04 it 05 (1) prohibits, restricts, or requires the consent of the account debtor or 06 person obligated on the promissory note to the assignment or transfer of, or the 07 creation, attachment, perfection, or enforcement of a security interest in, the account, 08 chattel paper, payment intangible, or promissory note; or 09 (2) provides that the creation, attachment, perfection, or enforcement 10 of the security interest may give rise to a default, breach, right of recoupment, claim, 11 defense, termination, right of termination, or remedy under the account, chattel paper, 12 payment intangible, or promissory note. 13 (e) The provisions of (d) of this section do not apply to the sale of a payment 14 intangible or promissory note. 15 (f) Subject to (g) of this section, an account debtor may not waive or vary its 16 option under (b)(3) of this section. 17 (g) This section is subject to law other than this chapter that establishes a 18 different rule for an account debtor who is an individual and who incurred the 19 obligation primarily for personal, family, or household purposes. 20 (h) This section does not apply to an assignment of a health care insurance 21 receivable. 22 Sec. 45.09.407. Restrictions on creation or enforcement of security interest 23 in leasehold interest or in lessor's residual interest. (a) Except as otherwise 24 provided in (b) of this section, a term in a lease agreement is ineffective to the extent 25 that it 26 (1) prohibits, restricts, or requires the consent of a party to the lease 27 to the creation, attachment, perfection, or enforcement of a security interest in an 28 interest of a party under the lease contract or in the lessor's residual interest in the 29 goods; or 30 (2) provides that the creation, attachment, perfection, or enforcement 31 of the security interest may give rise to a default, breach, right of recoupment, claim,
01 defense, termination, right of termination, or remedy under the lease. 02 (b) Except as otherwise provided in AS 45.12.303(g), a term described in 03 (a)(2) of this section is effective to the extent that there is 04 (1) a transfer by the lessee of the lessee's right of possession or use of 05 the goods in violation of the term; or 06 (2) a delegation of a material performance of either party to the lease 07 contract in violation of the term. 08 (c) The creation, attachment, perfection, or enforcement of a security interest 09 in the lessor's interest under the lease contract or the lessor's residual interest in the 10 goods is not a transfer that materially impairs the lessee's prospect of obtaining return 11 performance or materially changes the duty of or materially increases the burden or 12 risk imposed on the lessee within the purview of AS 45.12.303(d) unless, and then 13 only to the extent that, enforcement actually results in a delegation of material 14 performance of the seller. Even in that event, the creation, attachment, perfection, and 15 enforcement of the security interest remain effective. 16 Sec. 45.09.408. Restrictions on assignment of promissory notes, health- 17 care-insurance receivables, and certain general intangibles ineffective. (a) Except as 18 otherwise provided in (b) of this section, a term in a promissory note or in an agreement 19 between an account debtor and a debtor that relates to a health care insurance receivable or 20 a general intangible, including a contract, permit, license, or franchise, and that prohibits, 21 restricts, or requires the consent of the person obligated on the promissory note or the account 22 debtor to the assignment or transfer of, or creation, attachment, or perfection of a security 23 interest in the promissory note, health care insurance receivable, or general intangible is 24 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 creation, attachment, or perfection of the security 28 interest may give rise to a default, breach, right of recoupment, claim, defense, 29 termination, right of termination, or remedy under the promissory note, health care 30 insurance receivable, or general intangible. 31 (b) The provisions of (a) of this section apply to a security interest in a
01 payment intangible or promissory note only if the security interest arises out of a sale 02 of the payment intangible or promissory note. 03 (c) A rule of law, statute, or regulation, that prohibits, restricts, or requires the 04 consent of a government, governmental body or official, person obligated on a 05 promissory note, or account debtor to the assignment or transfer of or creation of a 06 security interest in a promissory note, health care insurance receivable, or general 07 intangible, including a contract, permit, license, or franchise between an account debtor 08 and a debtor, is ineffective to the extent that the rule of law, statute, or regulation 09 (1) would impair the creation, attachment, or perfection of a security 10 interest; or 11 (2) provides that the creation, attachment, or perfection of the security 12 interest may give rise to a default, breach, right of recoupment, claim, defense, 13 termination, right of termination, or remedy under the promissory note, health-care- 14 insurance receivable, or general intangible. 15 (d) To the extent that a term in a promissory note or in an agreement between 16 an account debtor and a debtor that relates to a health care insurance receivable or 17 general intangible or a rule of law, statute, or regulation described in (c) of this section 18 would be effective under law other than this chapter but is ineffective under (a) or (c) 19 of this section, the creation, attachment, or perfection of a security interest in the 20 promissory note, health care insurance receivable, or general intangible 21 (1) is not enforceable against the person obligated on the promissory 22 note or the account debtor; 23 (2) does not impose a duty or obligation on the person obligated on the 24 promissory note or the account debtor; 25 (3) does not require the person obligated on the promissory note or the 26 account debtor to recognize the security interest, pay or render performance to the 27 secured party, or accept payment or performance from the secured party; 28 (4) does not entitle the secured party to use or assign the debtor's rights 29 under the promissory note, health care insurance receivable, or general intangible, 30 including related information or materials furnished to the debtor in the transaction 31 giving rise to the promissory note, health care insurance receivable, or general
01 intangible; 02 (5) does not entitle the secured party to use, assign, possess, or have 03 access to trade secrets or confidential information of the person obligated on the 04 promissory note or the account debtor; and 05 (6) does not entitle the secured party to enforce the security interest in 06 the promissory note, health care insurance receivable, or general intangible. 07 (e) This section prevails over inconsistent provisions of other statutes unless 08 the other statute contains an exemption that refers specifically to this section. 09 Sec. 45.09.409. Restrictions on assignment of letter-of-credit rights 10 ineffective. (a) A term in a letter of credit or a rule of law, statute, regulation, 11 custom, or practice applicable to the letter of credit that prohibits, restricts, or requires 12 the consent of an applicant, issuer, or nominated person to a beneficiary's assignment 13 of or creation of a security interest in a letter-of-credit right is ineffective to the extent 14 that the term or rule of law, statute, regulation, custom, or practice 15 (1) would impair the creation, attachment, or perfection of a security 16 interest in the letter-of-credit right; or 17 (2) provides that the creation, attachment, or perfection of the security 18 interest may give rise to a default, breach, right of recoupment, claim, defense, 19 termination, right of termination, or remedy under the letter-of-credit right. 20 (b) To the extent that a term in a letter of credit is ineffective under (a) of this 21 section but would be effective under law other than this chapter or a custom or 22 practice applicable to the letter of credit, to the transfer of a right to draw or otherwise 23 demand performance under the letter of credit, or to the assignment of a right to 24 proceeds of the letter of credit, the creation, attachment, or perfection of a security 25 interest in the letter-of-credit right 26 (1) is not enforceable against the applicant, issuer, nominated person, 27 or transferee beneficiary; 28 (2) imposes no duties or obligations on the applicant, issuer, nominated 29 person, or transferee beneficiary; and 30 (3) does not require the applicant, issuer, nominated person, or 31 transferee beneficiary to recognize the security interest, pay or render performance to
01 the secured party, or accept payment or other performance from the secured party. 02 Article 5. Filing. 03 Sec. 45.09.501. Filing office. (a) Except as otherwise provided in (b) of this 04 section, if the law of this state governs perfection of a security interest or agricultural 05 lien, the office in which to file a financing statement to perfect the security interest or 06 agricultural lien is 07 (1) the office designated for the recording of a mortgage on the related 08 real property if 09 (A) the collateral is as-extracted collateral or timber to be cut; 10 or 11 (B) the financing statement is filed for record as a fixture filing 12 and the collateral is goods that are or are to become fixtures; or 13 (2) in all other cases, the central filing office of the Department of 14 Natural Resources established under AS 44.37.027, including a case in which the 15 collateral consists of goods that are or are to become fixtures and the financing 16 statement is not filed for record as a fixture filing. 17 (b) The office in which to file a financing statement to perfect a security 18 interest in collateral, including fixtures, of a transmitting utility is the central filing 19 office of the Department of Natural Resources established under AS 44.37.027. The 20 financing statement also constitutes a fixture filing as to the collateral indicated in the 21 financing statement that is or is to become fixtures. 22 Sec. 45.09.502. Contents of financing statement; mortgage as financing 23 statement; time of filing financing statement. (a) Subject to (b) of this section, a 24 financing statement is sufficient only if it 25 (1) provides the name of the debtor; 26 (2) provides the name of the secured party or a representative of the 27 secured party; and 28 (3) indicates the collateral covered by the financing statement. 29 (b) Except as otherwise provided in AS 45.09.501(b), to be sufficient, a 30 financing statement that covers as-extracted collateral or timber to be cut, or that is 31 filed as a fixture filing and covers goods that are or are to become fixtures, must
01 (1) satisfy (a) of this section; 02 (2) indicate that the financing statement covers this type of collateral; 03 (3) indicate that the financing statement is to be filed for record in the 04 real property records; 05 (4) provide a description of the real property to which the collateral is 06 related sufficient to give constructive notice of a mortgage under the law of this state 07 if the description were contained in the mortgage of the real property; and 08 (5) if the debtor does not have an interest of record in the real property, 09 provide the name of a record owner. 10 (c) A mortgage is effective from the date of recording as a financing statement 11 filed as a fixture filing or as a financing statement covering as-extracted collateral or 12 timber to be cut only if 13 (1) the mortgage indicates the goods or accounts that it covers; 14 (2) the goods are or are to become fixtures related to the real property 15 described in the mortgage or the collateral is related to the real property described in 16 the mortgage and is as-extracted collateral or timber to be cut; 17 (3) the mortgage complies with the requirements for a financing 18 statement in this section other than an indication that it is to be filed in the real 19 property records; and 20 (4) the mortgage is recorded. 21 (d) A financing statement may be filed before a security agreement is made 22 or a security interest otherwise attaches. 23 Sec. 45.09.503. Name of debtor and secured party. (a) A financing 24 statement sufficiently provides the name of the debtor 25 (1) if the debtor is a registered organization, only if the financing 26 statement provides the name of the debtor indicated on the public record of the debtor's 27 jurisdiction of organization that shows the debtor to have been organized; 28 (2) if the debtor is a decedent's estate, only if the financing statement 29 provides the name of the decedent and indicates that the debtor is an estate; 30 (3) if the debtor is a trust or a trustee acting with respect to property 31 held in trust, only if the financing statement
01 (A) provides the name specified for the trust in its organic 02 documents or, if no name is specified, provides the name of the settlor and 03 additional information sufficient to distinguish the debtor from other trusts 04 having one or more of the same settlors; and 05 (B) indicates, in the debtor's name or otherwise, that the debtor 06 is a trust or is a trustee acting with respect to property held in trust; and 07 (4) in other cases, if the debtor 08 (A) has a name, only if the financing statement provides the 09 individual or organizational name of the debtor; and 10 (B) does not have a name, only if the financing statement 11 provides the names of the partners, members, associates, or other persons 12 comprising the debtor. 13 (b) A financing statement that provides the name of the debtor in accordance 14 with (a) of this section is not rendered ineffective by the absence of 15 (1) a trade name or other name of the debtor; or 16 (2) unless required under (a)(4)(B) of this section, names of partners, 17 members, associates, or other persons comprising the debtor. 18 (c) A financing statement that provides only the debtor's trade name does not 19 sufficiently provide the name of the debtor. 20 (d) Failure to indicate the representative capacity of a secured party or 21 representative of a secured party does not affect the sufficiency of a financing 22 statement. 23 (e) A financing statement may provide the name of more than one debtor and 24 the name of more than one secured party. 25 Sec. 45.09.504. Indication of collateral. A financing statement sufficiently 26 indicates the collateral that it covers if the financing statement provides 27 (1) a description of the collateral pursuant to AS 45.09.108; or 28 (2) an indication that the financing statement covers all assets or all 29 personal property. 30 Sec. 45.09.505. Filing and compliance with other statutes and treaties for 31 consignments, leases, other bailments, and other transactions. (a) A consignor,
01 lessor, or other bailor of goods or a buyer of a payment intangible or promissory note 02 may file a financing statement or may comply with a statute or treaty described in 03 AS 45.09.311(a) using the terms "consignor," "consignee," "lessor," "lessee," "bailor," 04 "bailee," "owner," "registered owner," "buyer," "seller," or words of similar import 05 instead of the terms "secured party" and "debtor." 06 (b) AS 45.09.501 - 45.09.525 apply to the filing of a financing statement under 07 (a) of this section and, as appropriate, to compliance that is equivalent to filing a 08 financing statement under AS 45.09.311(b), but the filing or compliance is not of itself 09 a factor in determining whether the collateral secures an obligation. If it is determined 10 for another reason that the collateral secures an obligation, a security interest held by 11 the consignor, lessor, bailor, owner, or buyer that attaches to the collateral is perfected 12 by the filing or compliance. 13 Sec. 45.09.506. Effect of errors or omissions. (a) A financing statement 14 substantially satisfying the requirements of AS 45.09.501 - 45.09.525 is effective, even 15 if it has minor errors or omissions, unless the errors or omissions make the financing 16 statement seriously misleading. 17 (b) Except as otherwise provided in (c) of this section, a financing statement 18 that fails sufficiently to provide the name of the debtor in accordance with 19 AS 45.09.503(a) is seriously misleading. 20 (c) If a search of the records of the filing office under the debtor's correct 21 name, using the filing office's standard search logic, if any, would disclose a financing 22 statement that fails sufficiently to provide the name of the debtor in accordance with 23 AS 45.09.503(a), the name provided does not make the financing statement seriously 24 misleading. 25 (d) For purposes of AS 45.09.508(b), the "debtor's correct name" in (c) of this 26 section means the correct name of the new debtor. 27 Sec. 45.09.507. Effect of certain events on effectiveness of financing 28 statement. (a) A filed financing statement remains effective with respect to collateral 29 that is sold, exchanged, leased, licensed, or otherwise disposed of and in which a 30 security interest or agricultural lien continues even if the secured party knows of or 31 consents to the disposition.
01 (b) Except as otherwise provided in (c) of this section and AS 45.09.508, a 02 financing statement is not rendered ineffective if, after the financing statement is filed, 03 the information provided in the financing statement becomes seriously misleading 04 under AS 45.09.506. 05 (c) If a debtor changes its name sufficiently to cause a filed financing 06 statement to become seriously misleading under AS 45.09.506, the financing statement 07 is 08 (1) effective to perfect a security interest in collateral acquired by the 09 debtor before, or within four months after, the change; and 10 (2) not effective to perfect a security interest in collateral acquired by 11 the debtor more than four months after the change unless an amendment to the 12 financing statement that renders the financing statement not seriously misleading is 13 filed within four months after the change. 14 Sec. 45.09.508. Effectiveness of financing statement if new debtor becomes 15 bound by security agreement. (a) Except as otherwise provided in this section, a 16 filed financing statement naming an original debtor is effective to perfect a security 17 interest in collateral in which a new debtor has or acquires rights to the extent that the 18 financing statement would have been effective had the original debtor acquired rights 19 in the collateral. 20 (b) If the difference between the name of the original debtor and that of the 21 new debtor causes a filed financing statement that is effective under (a) of this section 22 to be seriously misleading under AS 45.09.506, the financing statement is 23 (1) effective to perfect a security interest in collateral acquired by the 24 new debtor before, and within four months after, the new debtor becomes bound under 25 AS 45.09.203(d); and 26 (2) not effective to perfect a security interest in collateral acquired by 27 the new debtor more than four months after the new debtor becomes bound under 28 AS 45.09.203(d) unless an initial financing statement providing the name of the new 29 debtor is filed before the expiration of that time. 30 (c) This section does not apply to collateral as to which a filed financing 31 statement remains effective against the new debtor under AS 45.09.507(a).
01 Sec. 45.09.509. Persons entitled to file a record. (a) A person may file an 02 initial financing statement, amendment that adds collateral covered by a financing 03 statement, or amendment that adds a debtor to a financing statement only if 04 (1) the debtor authorizes the filing in an authenticated record; or 05 (2) the person holds an agricultural lien that has become effective at 06 the time of filing and the financing statement covers only collateral in which the 07 person holds an agricultural lien. 08 (b) By authenticating a security agreement, a debtor authorizes the filing of an 09 initial financing statement and an amendment covering 10 (1) the collateral described in the security agreement; and 11 (2) property that becomes collateral under AS 45.09.315(a)(2), whether 12 or not the security agreement expressly covers proceeds. 13 (c) By acquiring collateral in which a security interest or agricultural lien 14 continues under AS 45.09.315(a)(1), a debtor authorizes the filing of an initial 15 financing statement and an amendment covering the collateral and property that 16 becomes collateral under AS 45.09.315(a)(2). 17 (d) A person may file an amendment other than an amendment that adds 18 collateral covered by a financing statement or an amendment that adds a debtor to a 19 financing statement only if 20 (1) the secured party of record authorizes the filing; or 21 (2) the amendment is a termination statement for a financing statement 22 as to which the secured party of record has failed to file or send a termination 23 statement required under AS 45.09.513(a) or (c), the debtor authorizes the filing, and 24 the termination statement indicates that the debtor authorized it to be filed. 25 (e) If there is more than one secured party of record for a financing statement, 26 each secured party of record may authorize the filing of an amendment under (d) of 27 this section. 28 Sec. 45.09.510. Effectiveness of filed record. (a) A filed record is effective 29 only to the extent that it was filed by a person who may file it under AS 45.09.509. 30 (b) A record authorized by one secured party of record does not affect the 31 financing statement with respect to another secured party of record.
01 (c) A continuation statement that is not filed within the six-month period 02 prescribed by AS 45.09.515(d) is ineffective. 03 Sec. 45.09.511. Secured party of record. (a) A secured party of record with 04 respect to a financing statement is a person whose name is provided as the name of 05 the secured party or a representative of the secured party in an initial financing 06 statement that has been filed. If an initial financing statement is filed under 07 AS 45.09.514(a), the assignee named in the initial financing statement is the secured 08 party of record with respect to the financing statement. 09 (b) If an amendment of a financing statement that provides the name of a 10 person as a secured party or a representative of a secured party is filed, the person 11 named in the amendment is a secured party of record. If an amendment is filed under 12 AS 45.09.514(b), the assignee named in the amendment is a secured party of record. 13 (c) A person remains a secured party of record until the filing of an 14 amendment of the financing statement that deletes the person. 15 Sec. 45.09.512. Amendment of financing statement. (a) Subject to 16 AS 45.09.509, a person may add or delete collateral covered by, continue or terminate 17 the effectiveness of, or, subject to (e) of this section, otherwise amend the information 18 provided in, a financing statement by filing an amendment that 19 (1) identifies by its file number the initial financing statement to which 20 the amendment relates; and 21 (2) if the amendment relates to an initial financing statement filed or 22 recorded in a filing office described in AS 45.09.501(a)(1), provides the date that the 23 initial financing statement was filed or recorded and the information specified in 24 AS 45.09.502(b). 25 (b) Except as otherwise provided in AS 45.09.515, the filing of an amendment 26 does not extend the period of effectiveness of the financing statement. 27 (c) A financing statement that is amended by an amendment that adds 28 collateral is effective as to the added collateral only from the date of the filing of the 29 amendment. 30 (d) A financing statement that is amended by an amendment that adds a debtor 31 is effective as to the added debtor only from the date of the filing of the amendment.
01 (e) An amendment is ineffective to the extent it purports to delete all 02 (1) debtors and fails to provide the name of a debtor to be covered by 03 the financing statement; or 04 (2) secured parties of record and fails to provide the name of a new 05 secured party of record. 06 Sec. 45.09.513. Termination statement. (a) A secured party shall cause the 07 secured party of record for a financing statement to file a termination statement for the 08 financing statement if the financing statement covers consumer goods and 09 (1) there is no obligation secured by the collateral covered by the 10 financing statement and no commitment to make an advance, incur an obligation, or 11 otherwise give value; or 12 (2) the debtor did not authorize the filing of the initial financing 13 statement. 14 (b) To comply with (a) of this section, a secured party shall cause the secured 15 party of record to file the termination statement 16 (1) within one month after there is no obligation secured by the 17 collateral covered by the financing statement and no commitment to make an advance, 18 incur an obligation, or otherwise give value; or 19 (2) if earlier, within 20 days after the secured party receives an 20 authenticated demand from a debtor. 21 (c) In cases not governed by (a) of this section, within 20 days after a secured 22 party receives an authenticated demand from a debtor, the secured party shall cause 23 the secured party of record for a financing statement to send to the debtor a 24 termination statement for the financing statement or file the termination statement in 25 the filing office if 26 (1) except in the case of a financing statement covering accounts or 27 chattel paper that has been sold or goods that are the subject of a consignment, there 28 is no obligation secured by the collateral covered by the financing statement and no 29 commitment to make an advance, incur an obligation, or otherwise give value; 30 (2) the financing statement covers accounts or chattel paper that has 31 been sold but as to which the account debtor or other person obligated has discharged
01 its obligation; 02 (3) the financing statement covers goods that were the subject of a 03 consignment to the debtor but are not in the debtor's possession; or 04 (4) the debtor did not authorize the filing of the initial financing 05 statement. 06 (d) Except as otherwise provided in AS 45.09.510, upon the filing of a 07 termination statement with the filing office, the financing statement to which the 08 termination statement relates ceases to be effective. 09 Sec. 45.09.514. Assignment of powers of secured party of record. (a) 10 Except as otherwise provided in (c) of this section, an initial financing statement may 11 reflect an assignment of all of the secured party's power to authorize an amendment 12 to the financing statement by providing the name and mailing address of the assignee 13 as the name and address of the secured party. 14 (b) Except as otherwise provided in (c) of this section, a secured party of 15 record may assign of record all or part of its power to authorize an amendment to a 16 financing statement by filing in the filing office an amendment of the financing 17 statement that 18 (1) identifies by its file number the initial financing statement to which 19 it relates; 20 (2) provides the name of the assignor; and 21 (3) provides the name and mailing address of the assignee. 22 (c) An assignment of record of a security interest in a fixture covered by a 23 mortgage that is effective as a financing statement filed as a fixture filing under 24 AS 45.09.502(c) may be made only by an assignment of record of the mortgage in the 25 manner provided by law of this state other than AS 45.01 - AS 45.09, AS 45.12, and 26 AS 45.14 (Uniform Commercial Code). 27 Sec. 45.09.515. Duration and effectiveness of financing statement; effect 28 of lapsed financing statement. (a) Except as otherwise provided in (b) and (e) - (g) 29 of this section, a filed financing statement is effective for a period of five years after 30 the date of filing. 31 (b) Except as otherwise provided in (e) - (g) of this section, an initial financing
01 statement filed in connection with a public finance transaction or manufactured home 02 transaction is effective for a period of 30 years after the date of filing if it indicates 03 that it is filed in connection with a public finance transaction or manufactured home 04 transaction. 05 (c) The effectiveness of a filed financing statement lapses on the expiration of 06 the period of its effectiveness unless, before the lapse, a continuation statement is filed 07 under (d) of this section. Upon lapse, a financing statement ceases to be effective and 08 a security interest or agricultural lien that was perfected by the financing statement 09 becomes unperfected unless the security interest is perfected without filing. If the 10 security interest or agricultural lien becomes unperfected upon lapse, it is deemed 11 never to have been perfected as against a purchaser of the collateral for value. 12 (d) A continuation statement may be filed only within six months before the 13 expiration of the five-year period specified in (a) of this section or the 30-year period 14 specified in (b) of this section, whichever is applicable. 15 (e) Except as otherwise provided in AS 45.09.510, upon timely filing of a 16 continuation statement, the effectiveness of the initial financing statement continues for 17 a period of five years commencing on the day on which the financing statement would 18 have become ineffective in the absence of the filing. Upon the expiration of the five- 19 year period, the financing statement lapses in the same manner as provided in (c) of this 20 section unless, before the lapse, another continuation statement is filed under (d) of this 21 section. Succeeding continuation statements may be filed in the same manner to continue the 22 effectiveness of the initial financing statement. 23 (f) If a debtor is a transmitting utility and a filed financing statement so 24 indicates, the financing statement is effective until a termination statement is filed. 25 (g) A mortgage that is effective as a financing statement filed as a fixture 26 filing under AS 45.09.502(c) remains effective as a financing statement filed as a 27 fixture filing until the mortgage is released or satisfied of record or its effectiveness 28 otherwise terminates as to the real property. 29 Sec. 45.09.516. What constitutes filing; effectiveness of filing. (a) Except 30 as otherwise provided in (b) of this section, communication of a record to a filing 31 office and tender of the filing fee or acceptance of the record by the filing office
01 constitutes filing. 02 (b) Filing does not occur with respect to a record that a filing office refuses 03 to accept because 04 (1) the record is not communicated by a method or medium of 05 communication authorized by the filing office; 06 (2) an amount equal to or greater than the applicable filing fee is not 07 tendered; 08 (3) the filing office is unable to index the record because, in the case 09 of 10 (A) an initial financing statement, the record does not provide 11 a name for the debtor; 12 (B) an amendment or correction statement, the record 13 (i) does not identify the initial financing statement as 14 required by AS 45.09.512 or 45.09.518, as applicable; or 15 (ii) identifies an initial financing statement whose 16 effectiveness has lapsed under AS 45.09.515; 17 (C) an initial financing statement that provides the name of a 18 debtor identified as an individual or an amendment that provides a name of a 19 debtor identified as an individual that was not previously provided in the 20 financing statement to which the record relates, the record does not identify the 21 debtor's last name; or 22 (D) a record filed in the filing office described in 23 AS 45.09.501(a)(1) that relates to real property, the record does not provide a 24 sufficient description of the real property to which it relates; 25 (E) a fixture filing or other filing allowed to be filed for record 26 in a filing office described in AS 45.09.501(a)(1), the filing does not provide 27 the name of the debtor and record owner; 28 (4) in the case of an initial financing statement or an amendment that 29 adds a secured party of record, the record does not provide a name and mailing 30 address for the secured party of record; 31 (5) in the case of an initial financing statement or an amendment that
01 provides a name of a debtor that was not previously provided in the financing 02 statement to which the amendment relates, the record does not 03 (A) provide a mailing address for the debtor; 04 (B) indicate whether the debtor is an individual or an 05 organization; or 06 (C) if the financing statement indicates that the debtor is an 07 organization, provide 08 (i) a type of organization for the debtor; 09 (ii) a jurisdiction of organization for the debtor; or 10 (iii) an organizational identification number for the 11 debtor or indicate that the debtor does not have an organizational 12 identification number; 13 (6) in the case of an assignment reflected in an initial financing 14 statement under AS 45.09.514(a) or an amendment filed under AS 45.09.514(b), the 15 record does not provide a name and mailing address for the assignee; or 16 (7) in the case of a continuation statement, the record is not filed within 17 the six-month period prescribed by AS 45.09.515(d). 18 (c) For purposes of (b) of this section, a record 19 (1) does not provide information if the filing office is unable to read 20 or decipher the information; and 21 (2) that does not indicate that it is an amendment or identify an initial 22 financing statement to which it relates as required by AS 45.09.512, 45.09.514, or 23 45.09.518 is an initial financing statement. 24 (d) A record that is communicated to the filing office with tender of the filing 25 fee, but which the filing office refuses to accept for a reason other than one set out in 26 (b) of this section, is effective as a filed record except as against a purchaser of the 27 collateral who gives value in reasonable reliance on the absence of the record from the 28 files. 29 Sec. 45.09.517. Effect of indexing errors. The failure of the filing office to 30 index a record correctly does not affect the effectiveness of the filed record. 31 Sec. 45.09.518. Claim concerning inaccurate or wrongfully filed record. (a) A person may file in the filing
01 office a correction statement with respect 02 to a record indexed there under the person's name if the person believes that the record 03 is inaccurate or was wrongfully filed. 04 (b) A correction statement must 05 (1) identify the record to which it relates by 06 (A) the file number assigned to the initial financing statement 07 to which the record relates; and 08 (B) if the correction statement relates to a record filed for 09 record in a filing office described in AS 45.09.501(a)(1), the date that the 10 initial financing statement was filed for record and the information specified 11 in AS 45.09.502(b); 12 (2) indicate that it is a correction statement; and 13 (3) provide the basis for the person's belief that the record is inaccurate 14 and indicate the manner in which the person believes the record should be amended 15 to cure the inaccuracy or provide the basis for the person's belief that the record was 16 wrongfully filed. 17 (c) The filing of a correction statement does not affect the effectiveness of an 18 initial financing statement or other filed record. 19 Sec. 45.09.519. Numbering, maintaining, and indexing records; 20 communicating information provided in records. (a) For each record filed in a 21 filing office, the filing office shall 22 (1) assign a unique number to the filed record; 23 (2) create a record that bears the number assigned to the filed record 24 and the date and time of filing; 25 (3) maintain the filed record for public inspection; and 26 (4) index the filed record in accordance with (c) - (e) of this section. 27 (b) Except as otherwise provided in (i) of this section, a file number assigned 28 after January 1, 2002, must include a digit that 29 (1) is mathematically derived from or related to the other digits of the 30 file number; and 31 (2) enables the filing office to detect whether a number communicated
01 as the file number includes a single digit or transpositional error. 02 (c) Except as otherwise provided in (d) and (e) of this section, the filing office 03 shall index 04 (1) an initial financing statement according to the name of the debtor 05 and index all filed records relating to the initial financing statement in a manner that 06 associates with one another an initial financing statement and all filed records relating 07 to the initial financing statement; and 08 (2) a record that provides a name of a debtor that was not previously 09 provided in the financing statement to which the record relates also according to the 10 name that was not previously provided. 11 (d) If a financing statement is filed as a fixture filing or covers as-extracted 12 collateral or timber to be cut, it must be filed for record and the filing office shall 13 index it 14 (1) under the names of the debtor and of each owner of record shown 15 on the financing statement as if they were the mortgagors under a mortgage of the real 16 property described; and 17 (2) to the extent that the law of this state provides for indexing of 18 mortgages under the name of the mortgagee, under the name of the secured party as 19 if the secured party were the mortgagee thereunder, or, if indexing is by description, 20 as if the financing statement were a mortgage of the real property described. 21 (e) If a financing statement is filed as a fixture filing or covers as-extracted 22 collateral or timber to be cut, the filing office shall index an assignment filed under 23 AS 45.09.514(a) or an amendment filed under AS 45.09.514(b) 24 (1) under the name of the assignor as grantor; and 25 (2) to the extent that the law of this state provides for indexing a record 26 of the assignment of a mortgage under the name of the assignee, under the name of 27 the assignee. 28 (f) The filing office shall maintain a capability to 29 (1) retrieve a record by the name of the debtor and, if the filing office 30 is described in 31 (A) AS 45.09.501(a)(1), by the file number assigned to the
01 initial financing statement to which the record relates and the date and time that 02 the record was filed for record; or 03 (B) AS 45.09.501(a)(2), by the file number assigned to the 04 initial financing statement to which the record relates; and 05 (2) associate and retrieve with one another an initial financing statement 06 and each filed record relating to the initial financing statement. 07 (g) The filing office may not remove a debtor's name from the index until one 08 year after the effectiveness of a financing statement naming the debtor lapses under 09 AS 45.09.515 with respect to all secured parties of record. 10 (h) Except as otherwise provided in (i) of this section, the filing office shall 11 perform the acts required by (a) - (e) of this section at the time and in the manner 12 prescribed by filing office regulations, but not later than two business days after the 13 filing office receives the record in question. 14 (i) The requirements of (b) and (h) of this section do not apply to a filing 15 office described in AS 45.09.501(a)(1). 16 Sec. 45.09.520. Acceptance and refusal to accept record. (a) A filing office 17 shall refuse to accept a record for filing for a reason set out in AS 45.09.516(b) and 18 may refuse to accept a record for filing only for a reason set out in AS 45.09.516(b). 19 (b) If a filing office refuses to accept a record for filing, the filing office shall 20 communicate to the person who presented the record the fact of and reason for the 21 refusal and the date and time the record would have been filed had the filing office 22 accepted it. The communication must be made at the time and in the manner 23 prescribed by filing office regulation but, in the case of a filing office described in AS 24 45.09.501(a)(2), no more than two business days after the filing office receives the 25 record. 26 (c) A filed financing statement satisfying AS 45.09.502(a) and (b) is effective 27 even if the filing office is required to refuse to accept it for filing under (a) of this 28 section. However, AS 45.09.338 applies to a filed financing statement providing 29 information described in AS 45.09.516(b)(5) that is incorrect at the time the financing 30 statement is filed. 31 (d) If a record communicated to a filing office provides information that relates
01 to more than one debtor, AS 45.09.501 - 45.09.525 applies as to each debtor 02 separately. 03 Sec. 45.09.521. Uniform form of written financing statement and 04 amendment. (a) A filing office that accepts written records may not refuse to accept 05 a written initial financing statement in the following form and format except for a 06 reason set out in AS 45.09.516(b): 07 . 08 . 09 . 10 . 11 . 12 . 13 . 14 . 15 . 16 . 17 . 18 . 19 . 20 . 21 . 22 . 23 . 24 . 25 . 26 . 27 . 28 . 29 . 30 . 31 .
01 . 02 . 03 . 04 . 05 . 06 . 07 . 08 . 09 . 10 . 11 . 12 . 13 . 14 . 15 . 16 . 17 . 18 . 19 . 20 . 21 . 22 . 23 . 24 . 25 . 26 . 27 . 28 (b) 29 A 30 filing 31 office
01 that 02 accepts 03 written 04 records 05 may 06 not 07 refuse 08 to 09 accept a 10 written 11 record 12 in 13 the 14 following 15 form 16 and 17 format 18 except 19 for 20 a 21 reason 22 set 23 out 24 in 25 AS 45.09.516(b): 26 . 27 . 28 . 29 . 30 . 31 .
01 . 02 . 03 . 04 . 05 . 06 . 07 . 08 . 09 . 10 . 11 . 12 . 13 . 14 . 15 . 16 . 17 . 18 . 19 . 20 . 21 . 22 . 23 . 24 . 25 . 26 . 27 . 28 . 29 . 30 . 31 .
01 . 02 . 03 . 04 . 05 . 06 . 07 . 08 . 09 . 10 . 11 . 12 . 13 . 14 . 15 . 16 . 17 . 18 . 19 . 20 . 21 Sec. 45.09.522. Maintenance and destruction of records. (a) The filing 22 office shall maintain a record of the information provided in a filed financing statement 23 for at least one year after the effectiveness of the financing statement has lapsed under 24 AS 45.09.515 with respect to all secured parties of record. The record must be 25 retrievable by using the name of the debtor and, 26 (1) if the record was filed for record in the filing office described in 27 AS 45.09.501(a)(1), by using the file number assigned to the initial financing statement 28 to which the record relates and the date that the record was filed for record; or 29 (2) if the record was filed in the filing office described in 30 AS 45.09.501(a)(2), by using the file number assigned to the initial financing statement 31 to which the record relates.
01 (b) Except to the extent that a statute governing disposition of public records 02 provides otherwise, the filing office immediately may destroy a written record 03 evidencing a financing statement. However, if the filing office destroys a written 04 record, it shall maintain another record of the financing statement that complies with 05 (a) of this section. 06 Sec. 45.09.523. Information from filing office; sale or license of records. 07 (a) If a person who files a written record requests an acknowledgment of the 08 filing, the filing office shall send to the person an image of the record showing the 09 number assigned to the record under AS 45.09.519(a)(1) and the date and time of the 10 filing of the record. However, if the person furnishes a copy of the record to the filing 11 office, the filing office may instead 12 (1) note on the copy the number assigned to the record under 13 AS 45.09.519(a)(1) and the date and time of the filing of the record; and 14 (2) send the copy to the person. 15 (b) If a person files a record other than a written record, the filing office shall 16 communicate to the person an acknowledgment that provides 17 (1) the information in the record; 18 (2) the number assigned to the record under AS 45.09.519(a)(1); and 19 (3) the date and time of the filing of the record. 20 (c) The filing office shall communicate or otherwise make available in a record 21 the following information to a person that requests it: 22 (1) whether there is on file on a date and time specified by the filing 23 office, but not a date earlier than three business days before the filing office receives 24 the request, a financing statement that 25 (A) designates a particular debtor; 26 (B) has not lapsed under AS 45.09.515 with respect to all 27 secured parties of record; and 28 (C) if the request so states, has lapsed under AS 45.09.515 and 29 a record of which is maintained by the filing office under AS 45.09.522(a); 30 (2) the date and time of filing of each financing statement; and 31 (3) the information provided in each financing statement.
01 (d) In complying with its duty under (c) of this section, the filing office may 02 communicate information in any medium. However, if requested, the filing office 03 shall communicate information by issuing its written certificate. 04 (e) The filing office shall perform the acts required by (a) - (d) of this section 05 at the time and in the manner prescribed by filing office regulations but, in the case 06 of a filing office described in AS 45.09.501(a)(2), not later than two business days 07 after the filing office receives the request. 08 (f) At least bi-weekly, the filing office described in AS 45.09.501(a)(2) shall 09 offer to sell or license to the public on a nonexclusive basis, in bulk, copies of all 10 records filed in it under AS 45.09.501 - 45.09.525, in every medium from time to time 11 available to the filing office. 12 Sec. 45.09.524. Delay by filing office. Delay by the filing office beyond a 13 time limit prescribed in AS 45.09.501 - 45.09.525 is excused if 14 (1) the delay is caused by interruption of communication or computer 15 facilities, war, emergency conditions, failure of equipment, or other circumstances 16 beyond control of the filing office; and 17 (2) the filing office exercises reasonable diligence under the 18 circumstances. 19 Sec. 45.09.525. Fees. The Department of Natural Resources shall adopt 20 regulations that set the fees for 21 (1) recording or filing and indexing a document under AS 45.09.501 - 22 45.09.525; and 23 (2) responding to a request for information or copies from the filing 24 office, including for communicating whether there is on file a financing statement 25 naming a particular debtor. 26 Article 6. Default. 27 Sec. 45.09.601. Rights after default; judicial enforcement; consignor or 28 buyer of accounts, chattel paper, payment intangibles, or promissory notes. (a) 29 After default, a secured party has the rights provided in AS 45.09.601 - 45.09.628 and, 30 except as otherwise provided in AS 45.09.602, those provided by agreement of the 31 parties. A secured party
01 (1) may reduce a claim to judgment, foreclose, or otherwise enforce the 02 claim, security interest, or agricultural lien by available judicial procedures; and 03 (2) if the collateral is documents, may proceed either as to the 04 documents or as to the goods the documents cover. 05 (b) A secured party in possession of collateral or control of collateral under 06 AS 45.09.104, 45.09.105, 45.09.106, or 45.09.107 has the rights and duties provided 07 in AS 45.09.207. 08 (c) The rights under (a) and (b) of this section are cumulative and may be 09 exercised simultaneously. 10 (d) Except as otherwise provided in (g) of this section and AS 45.09.605, after 11 default, a debtor and an obligor have the rights provided in this part and by agreement 12 of the parties. 13 (e) If a secured party has reduced its claim to judgment, the lien of a levy that 14 may be made upon the collateral by virtue of an execution based on the judgment 15 relates back to the earliest of the date 16 (1) of perfection of the security interest or agricultural lien in the 17 collateral; 18 (2) of filing a financing statement covering the collateral; or 19 (3) specified in a statute under which the agricultural lien was created. 20 (f) A sale pursuant to an execution is a foreclosure of the security interest or 21 agricultural lien by judicial procedure within the meaning of this section. A secured 22 party may purchase at the sale and thereafter hold the collateral free of any other 23 requirements of this chapter. 24 (g) Except as otherwise provided in AS 45.09.607(c), AS 45.09.601 - 25 45.09.628 imposes no duties on a secured party that is a consignor or is a buyer of 26 accounts, chattel paper, payment intangibles, or promissory notes. 27 Sec. 45.09.602. Waiver and variance of rights and duties. Except as 28 otherwise provided in AS 45.09.624, to the extent that they give rights to a debtor or 29 obligor and impose duties on a secured party, the debtor or obligor may not waive or 30 vary the rules stated in the following sections: 31 (1) AS 45.09.207(b)(4)(C), which deals with use and operation of the
01 collateral by the secured party; 02 (2) AS 45.09.210, which deals with requests for an accounting and 03 requests concerning a list of collateral and statement of account; 04 (3) AS 45.09.607(c), which deals with collection and enforcement of 05 collateral; 06 (4) AS 45.09.608(a) and 45.09.615(c) to the extent that they deal with 07 application or payment of noncash proceeds of collection, enforcement, or disposition; 08 (5) AS 45.09.608(a) and 45.09.615(d) to the extent that they require 09 accounting for or payment of surplus proceeds of collateral; 10 (6) AS 45.09.609 to the extent that it imposes on a secured party that 11 takes possession of collateral without judicial process the duty to do so without breach 12 of the peace; 13 (7) AS 45.09.610(b), 45.09.611, 45.09.613, and 45.09.614, which deal 14 with disposition of collateral; 15 (8) AS 45.09.615(f), which deals with calculation of a deficiency or 16 surplus when a disposition is made to the secured party, a person related to the secured 17 party, or a secondary obligor; 18 (9) AS 45.09.616, which deals with explanation of the calculation of 19 a surplus or deficiency; 20 (10) AS 45.09.620 - 45.09.622, which deal with acceptance of collateral 21 in satisfaction of obligation; 22 (11) AS 45.09.623, which deals with redemption of collateral; 23 (12) AS 45.09.624, which deals with permissible waivers; and 24 (13) AS 45.09.625 and 45.09.626, which deal with the secured party's 25 liability for failure to comply with this chapter. 26 Sec. 45.09.603. Agreement on standards concerning rights and duties. (a) 27 The parties may determine by agreement the standards measuring the fulfillment of the 28 rights of a debtor or obligor and the duties of a secured party under a rule stated in 29 AS 45.09.602 if the standards are not manifestly unreasonable. 30 (b) The provisions of (a) of this section do not apply to the duty under 31 AS 45.09.609 to refrain from breaching the peace.
01 Sec. 45.09.604. Procedure if security agreement covers real property or 02 fixtures. (a) If a security agreement covers both personal and real property, a secured 03 party may proceed 04 (1) under AS 45.09.601 - 45.09.628 as to the personal property without 05 prejudicing any rights with respect to the real property; or 06 (2) as to both the personal property and the real property in accordance 07 with the rights with respect to the real property, in which case the other provisions of 08 AS 45.09.601 - 45.09.628 do not apply. 09 (b) Subject to (c) of this section, if a security agreement covers goods that are 10 or become fixtures, a secured party may proceed 11 (1) under AS 45.09.601 - 45.09.628; or 12 (2) in accordance with the rights with respect to real property, in which 13 case the other provisions of AS 45.09.601 - 45.09.628 do not apply. 14 (c) Subject to the other provisions of AS 45.09.601 - 45.09.628, if a secured 15 party holding a security interest in fixtures has priority over all owners and 16 encumbrancers of the real property, the secured party, after default, may remove the 17 collateral from the real property. 18 (d) A secured party that removes collateral shall promptly reimburse an 19 encumbrancer or owner of the real property, other than the debtor, for the cost of 20 repair of physical injury caused by the removal. The secured party need not reimburse 21 the encumbrancer or owner for diminution in value of the real property caused by the 22 absence of the goods removed or by the necessity of replacing them. A person entitled 23 to reimbursement may refuse permission to remove until the secured party gives 24 adequate assurance for the performance of the obligation to reimburse. 25 Sec. 45.09.605. Unknown debtor or secondary obligor. A secured party 26 does not owe a duty based on its status as secured party to 27 (1) a person that is a debtor or obligor unless the secured party knows 28 (A) that the person is a debtor or obligor; 29 (B) the identity of the person; and 30 (C) how to communicate with the person; or 31 (2) a secured party or lienholder that has filed a financing statement
01 against a person unless the secured party knows 02 (A) that the person is a debtor; and 03 (B) the identity of the person. 04 Sec. 45.09.606. Time of default for agricultural lien. For purposes of 05 AS 45.09.601 - 45.09.628, a default occurs in connection with an agricultural lien at 06 the time the secured party becomes entitled to enforce the lien in accordance with the 07 statute under which it was created. 08 Sec. 45.09.607. Collection and enforcement by secured party. (a) If so 09 agreed and, in any event, after default, a secured party 10 (1) may notify an account debtor or other person obligated on collateral 11 to make payment or otherwise render performance to or for the benefit of the secured 12 party; 13 (2) may take proceeds to which the secured party is entitled under 14 AS 45.09.315; 15 (3) may enforce the obligations of an account debtor or other person 16 obligated on collateral and exercise the rights of the debtor with respect to the 17 obligation of the account debtor or other person obligated on collateral to make 18 payment or otherwise render performance to the debtor and with respect to property 19 that secures the obligations of the account debtor or other person obligated on the 20 collateral; 21 (4) if it holds a security interest in a deposit account perfected by 22 control under AS 45.09.104(a)(1), may apply the balance of the deposit account to the 23 obligation secured by the deposit account; and 24 (5) if it holds a security interest in a deposit account perfected by 25 control under AS 45.09.104(a)(2) or (3), may instruct the bank to pay the balance of 26 the deposit account to or for the benefit of the secured party. 27 (b) If necessary to enable a secured party to exercise under (a)(3) of this 28 section the right of a debtor to enforce a mortgage nonjudicially, the secured party may 29 record in the office in which the mortgage is recorded 30 (1) a copy of the security agreement that creates or provides for a 31 security interest in the obligation secured by the mortgage; and
01 (2) the secured party's sworn affidavit in recordable form stating that 02 (A) a default has occurred; and 03 (B) the secured party is entitled to enforce the mortgage 04 nonjudicially. 05 (c) A secured party shall proceed in a commercially reasonable manner if the 06 secured party 07 (1) undertakes to collect from or enforce an obligation of an account 08 debtor or other person obligated on collateral; and 09 (2) is entitled to charge back uncollected collateral or otherwise to full 10 or limited recourse against the debtor or a secondary obligor. 11 (d) A secured party may deduct from the collections made under (c) of this 12 section reasonable expenses of collection and enforcement, including reasonable 13 attorney fees and legal expenses incurred by the secured party. 14 (e) This section does not determine whether an account debtor, bank, or other 15 person obligated on collateral owes a duty to a secured party. 16 Sec. 45.09.608. Application of proceeds of collection or enforcement; 17 liability for deficiency and right to surplus. (a) If a security interest or agricultural 18 lien secures payment or performance of an obligation, the following rules apply: 19 (1) a secured party shall apply or pay over for application the cash 20 proceeds of collection or enforcement under this section in the following order to 21 (A) the reasonable expenses of collection and enforcement and, 22 to the extent provided for by agreement and not prohibited by law, reasonable 23 attorney fees and legal expenses incurred by the secured party; 24 (B) the satisfaction of obligations secured by the security 25 interest or agricultural lien under which the collection or enforcement is made; 26 and 27 (C) the satisfaction of obligations secured by a subordinate 28 security interest in or other lien on the collateral subject to the security interest 29 or agricultural lien under which the collection or enforcement is made if the 30 secured party receives an authenticated demand for proceeds before distribution 31 of the proceeds is completed;
01 (2) if requested by a secured party, a holder of a subordinate security 02 interest or other lien shall furnish reasonable proof of the interest or lien within a 03 reasonable time; unless the holder complies, the secured party need not comply with 04 the holder's demand under (1)(C) of this subsection; 05 (3) a secured party need not apply or pay over for application noncash 06 proceeds of collection and enforcement under this subsection unless the failure to do 07 so would be commercially unreasonable; a secured party that applies or pays over for 08 application noncash proceeds shall do so in a commercially reasonable manner; 09 (4) a secured party shall account to and pay a debtor for any surplus, 10 and the obligor is liable for any deficiency. 11 (b) If the underlying transaction is a sale of accounts, chattel paper, payment 12 intangibles, or promissory notes, the debtor is not entitled to any surplus, and the 13 obligor is not liable for any deficiency. 14 Sec. 45.09.609. Secured party's right to take possession after default. (a) 15 After default, a secured party 16 (1) may take possession of the collateral; and 17 (2) without removal, may render equipment unusable and dispose of 18 collateral on a debtor's premises under AS 45.09.610. 19 (b) A secured party may proceed under subsection (a) of this section 20 (1) in accordance with judicial process; or 21 (2) without judicial process if it proceeds without breach of the peace. 22 (c) If so agreed and, in any event, after default, a secured party may require 23 the debtor to assemble the collateral and make it available to the secured party at a 24 place to be designated by the secured party that is reasonably convenient to both 25 parties. 26 Sec. 45.09.610. Disposition of collateral after default. (a) After default, a 27 secured party may sell, lease, license, or otherwise dispose of any or all of the 28 collateral in its present condition or following commercially reasonable preparation or 29 processing. 30 (b) Every aspect of a disposition of collateral, including the method, manner, 31 time, place, and other terms, must be commercially reasonable. If commercially
01 reasonable, a secured party may dispose of collateral by public or private proceedings, 02 by one or more contracts, as a unit or in parcels, and at any time and place and on any 03 terms. 04 (c) A secured party may purchase collateral 05 (1) at a public disposition; or 06 (2) at a private disposition only if the collateral is of a kind that is 07 customarily sold on a recognized market or the subject of widely distributed standard 08 price quotations. 09 (d) A contract for sale, lease, license, or other disposition includes the 10 warranties relating to title, possession, quiet enjoyment, and the like that by operation 11 of law accompany a voluntary disposition of property of the kind subject to the 12 contract. 13 (e) A secured party may disclaim or modify warranties under (d) of this 14 section 15 (1) in a manner that would be effective to disclaim or modify the 16 warranties in a voluntary disposition of property of the kind subject to the contract of 17 disposition; or 18 (2) by communicating to the purchaser a record evidencing the contract 19 for disposition and including an express disclaimer or modification of the warranties. 20 (f) A record is sufficient to disclaim warranties under (e) of this section if it 21 indicates "There is no warranty relating to title, possession, quiet enjoyment, or the like 22 in this disposition" or uses words of similar import. 23 Sec. 45.09.611. Notification before disposition of collateral. (a) In this 24 section, "notification date" means the earlier of the date on which 25 (1) a secured party sends to the debtor and any secondary obligor an 26 authenticated notification of disposition; or 27 (2) the debtor and any secondary obligor waive the right to notification. 28 (b) Except as otherwise provided in (d) of this section, a secured party that 29 disposes of collateral under AS 45.09.610 shall send to the persons specified in (c) of 30 this section a reasonable authenticated notification of disposition. 31 (c) To comply with (b) of this section, the secured party shall send an
01 authenticated notification of disposition to 02 (1) the debtor; 03 (2) any secondary obligor; and 04 (3) if the collateral is other than consumer goods, 05 (A) any other person from which the secured party has received, 06 before the notification date, an authenticated notification of a claim of an 07 interest in the collateral; 08 (B) any other secured party or lienholder that, 10 days before 09 the notification date, held a security interest in or other lien on the collateral 10 perfected by the filing of a financing statement that 11 (i) identified the collateral; 12 (ii) was indexed under the debtor's name as of that date; 13 and 14 (iii) was filed in the office in which to file a financing 15 statement against the debtor covering the collateral as of that date; and 16 (C) any other secured party that, 10 days before the notification 17 date, held a security interest in the collateral perfected by compliance with a 18 statute, regulation, or treaty described in AS 45.09.311(a). 19 (d) The provisions of (b) of this section do not apply if the collateral is 20 perishable or threatens to decline speedily in value or is of a type customarily sold on 21 a recognized market. 22 (e) A secured party complies with the requirement for notification prescribed 23 in (c)(3)(B) of this section if 24 (1) not later than 20 days or earlier than 30 days before the notification 25 date, the secured party requests, in a commercially reasonable manner, information 26 concerning financing statements indexed under the debtor's name in the office indicated 27 in (c)(3)(B) of this section; and 28 (2) before the notification date, the secured party 29 (A) did not receive a response to the request for information; 30 or 31 (B) received a response to the request for information and sent
01 an authenticated notification of disposition to each secured party named in that 02 response whose financing statement covered the collateral. 03 Sec. 45.09.612. Timeliness of notification before disposition of collateral. 04 (a) Except as otherwise provided in (b) of this section, whether a notification is sent 05 within a reasonable time is a question of fact. 06 (b) In a transaction other than a consumer transaction, a notification of 07 disposition sent after default and 10 days or more before the earliest time of 08 disposition set out in the notification is sent within a reasonable time before the 09 disposition. 10 Sec. 45.09.613. General notification before disposition of collateral. Except 11 in a consumer goods transaction, the following rules apply: 12 (1) the contents of a notification of disposition are sufficient if the 13 notification 14 (A) describes the debtor and the secured party; 15 (B) describes the collateral that is the subject of the intended 16 disposition; 17 (C) states the method of intended disposition; 18 (D) states that the debtor is entitled to an accounting of the 19 unpaid indebtedness and states the charge, if any, for an accounting; and 20 (E) states the time and place of a public sale or the time after 21 which any other disposition is to be made; 22 (2) whether the contents of a notification that lacks any of the 23 information specified in (1) of this section are nevertheless sufficient is a question of 24 fact; 25 (3) the contents of a notification providing substantially the information 26 specified in (1) of this section are sufficient even if the notification includes 27 (A) information not specified by that paragraph; or 28 (B) minor errors that are not seriously misleading; 29 (4) a particular phrasing of the notification is not required; 30 (5) the following form of notification and the form appearing in 31 AS 45.09.614(3), when completed, each provides sufficient information:
01 NOTIFICATION OF DISPOSITION OF COLLATERAL 02 To: (Name of debtor, obligor, or other person to which the 03 notification is sent) 04 From: (Name, address, and telephone number of secured party) 05 Name of Debtor(s): (Include only if debtor(s) are not an 06 addressee) 07 (For a public disposition:) 08 We will sell (or lease or license, as applicable) the (describe 09 collateral) (to the highest qualified bidder) in public as follows: 10 Day and Date: 11 Time: 12 Place: 13 (For a private disposition:) 14 We will sell (or lease or license, as applicable) the (describe 15 collateral) privately sometime after (day and date) . 16 You are entitled to an accounting of the unpaid indebtedness secured by 17 the property that we intend to sell (or lease or license, as applicable) 18 (for a charge of $ ). You may request an accounting by 19 calling us at (telephone number) . 20 Sec. 45.09.614. Notification before disposition of collateral in consumer 21 goods transaction. In a consumer goods transaction, the following rules apply: 22 (1) a notification of disposition must provide the following information: 23 (A) the information specified in AS 45.09.613(1); 24 (B) a description of any liability for a deficiency of the person 25 to which the notification is sent; 26 (C) a telephone number from which the amount that must be 27 paid to the secured party to redeem the collateral under AS 45.09.623 is 28 available; and 29 (D) a telephone number or mailing address from which 30 additional information concerning the disposition and the obligation secured is 31 available.
01 (2) a particular phrasing of the notification is not required; 02 (3) the following form of notification, when completed, provides 03 sufficient information: 04 (Name and address of secured party) 05 (Date) 06 NOTICE OF OUR PLAN TO SELL PROPERTY 07 (Name and address of any obligor who is also a debtor) 08 Subject: (Identification of Transaction) 09 We have your (describe collateral) , because you broke 10 promises in our agreement. 11 (For a public disposition:) 12 We will sell (describe collateral) at public sale. A sale could 13 include a lease or license. The sale will be held as follows: 14 Date: 15 Time: 16 Place: 17 You may attend the sale and bring bidders if you want. 18 (For a private disposition:) 19 We will sell (describe collateral) at private sale sometime after 20 (date) . A sale could include a lease or license. 21 The money that we get from the sale, after paying our costs, will reduce 22 the amount you owe. If we get less money than you owe, you (will 23 or will not, as applicable) still owe us the difference. If we get 24 more money than you owe, you will get the extra money, unless we 25 must pay it to someone else. 26 You can get the property back at any time before we sell it by paying 27 us the full amount you owe (not just the past due payments), including 28 our expenses. To learn the exact amount you must pay, call us at 29 (telephone number) . 30 If you want us to explain to you in writing how we have figured the 31 amount that you owe us, you may call us at (telephone number)
01 (or write us at (secured party's address) ) and request a written 02 explanation. (We will charge you $ for the explanation if we 03 sent you another written explanation of the amount you owe us within 04 the last six months.) 05 If you need more information about the sale call us at (telephone 06 number) (or write us at (secured party's address) ). 07 We are sending this notice to the following other people who have an 08 interest in (describe collateral) or who owe money under your 09 agreement: 10 (Names of all other debtors and obligors, if any) . 11 (4) a notification in the form of (3) of this section is sufficient even if 12 additional information appears at the end of the form; 13 (5) a notification in the form of (3) of this section is sufficient even if 14 it includes errors in information not required by (1) of this section unless the error is 15 misleading with respect to rights arising under this chapter; 16 (6) if a notification under this section is not in the form set out in (3) 17 of this section, law other than this chapter determines the effect of including 18 information not required by (1) of this section. 19 Sec. 45.09.615. Application of proceeds of disposition; liability for 20 deficiency and right to surplus. (a) A secured party shall apply or pay over for 21 application the cash proceeds of disposition in the following order: 22 (1) the reasonable expenses of retaking, holding, preparing for 23 disposition, processing, and disposing and, to the extent provided for by agreement and 24 not prohibited by law, reasonable attorney fees and legal expenses incurred by the 25 secured party; 26 (2) the satisfaction of obligations secured by the security interest or 27 agricultural lien under which the disposition is made; 28 (3) the satisfaction of obligations secured by any subordinate security 29 interest in or other subordinate lien on the collateral if 30 (A) the secured party receives from the holder of the 31 subordinate security interest or other lien an authenticated demand for proceeds
01 before distribution of the proceeds is completed; and 02 (B) in a case in which a consignor has an interest in the 03 collateral, the subordinate security interest or other lien is senior to the interest 04 of the consignor; and 05 (4) a secured party that is a consignor of the collateral if the secured 06 party receives from the consignor an authenticated demand for proceeds before 07 distribution of the proceeds is completed. 08 (b) If requested by a secured party, a holder of a subordinate security interest 09 or other lien shall furnish reasonable proof of the interest or lien within a reasonable 10 time. Unless the holder does so, the secured party need not comply with the holder's 11 demand under (a)(3) of this section. 12 (c) A secured party need not apply or pay over for application noncash 13 proceeds of disposition under this section unless the failure to do so would be 14 commercially unreasonable. A secured party that applies or pays over for application 15 noncash proceeds shall do so in a commercially reasonable manner. 16 (d) If the security interest under which a disposition is made secures payment 17 or performance of an obligation, after making the payments and applications required 18 by (a) of this section and permitted by (c) of this section, 19 (1) unless (a)(4) of this section requires the secured party to apply or 20 pay over cash proceeds to a consignor, the secured party shall account to and pay a 21 debtor for any surplus; and 22 (2) the obligor is liable for any deficiency. 23 (e) If the underlying transaction is a sale of accounts, chattel paper, payment 24 intangibles, or promissory notes, 25 (1) the debtor is not entitled to any surplus; and 26 (2) the obligor is not liable for any deficiency. 27 (f) The surplus or deficiency after a disposition is calculated based on the 28 amount of proceeds that would have been realized in a disposition complying with 29 AS 45.09.601 - 45.09.628 to a transferee other than the secured party, a person related 30 to the secured party, or a secondary obligor if 31 (1) the transferee in the disposition is the secured party, a person
01 related to the secured party, or a secondary obligor; and 02 (2) the amount of proceeds of the disposition is significantly below the 03 range of proceeds that a complying disposition to a person other than the secured 04 party, a person related to the secured party, or a secondary obligor would have 05 brought. 06 (g) A secured party who receives cash proceeds of a disposition in good faith 07 and without knowledge that the receipt violates the rights of the holder of a security 08 interest or other lien that is not subordinate to the security interest or agricultural lien 09 under which the disposition is made 10 (1) takes the cash proceeds free of the security interest or other lien; 11 (2) is not obligated to apply the proceeds of the disposition to the 12 satisfaction of obligations secured by the security interest or other lien; and 13 (3) is not obligated to account to or pay the holder of the security 14 interest or other lien for any surplus. 15 Sec. 45.09.616. Explanation of calculation of surplus or deficiency. (a) In 16 this section, 17 (1) "explanation" means a writing that 18 (A) states the amount of the surplus or deficiency; 19 (B) provides an explanation in accordance with (c) of this 20 section of how the secured party calculated the surplus or deficiency; 21 (C) states, if applicable, that future debits, credits, charges, 22 including additional credit service charges or interest, rebates, and expenses 23 may affect the amount of the surplus or deficiency; and 24 (D) provides a telephone number or mailing address from which 25 additional information concerning the transaction is available; 26 (2) "request" means a record 27 (A) authenticated by a debtor or consumer obligor; 28 (B) requesting that the recipient provide an explanation; and 29 (C) sent after disposition of the collateral under AS 45.09.610. 30 (b) In a consumer goods transaction in which the debtor is entitled to a surplus 31 or a consumer obligor is liable for a deficiency under AS 45.09.615, the secured party
01 shall 02 (1) send an explanation to the debtor or consumer obligor, as 03 applicable, after the disposition and 04 (A) before or when the secured party accounts to the debtor and 05 pays any surplus or first makes written demand on the consumer obligor after 06 the disposition for payment of the deficiency; and 07 (B) within 14 days after receipt of a request; or 08 (2) in the case of a consumer obligor who is liable for a deficiency, 09 within 14 days after receipt of a request, send to the consumer obligor a record 10 waiving the secured party's right to a deficiency. 11 (c) To comply with (a)(1)(B) of this section, a writing must provide the 12 following information in the following order: 13 (1) the aggregate amount of obligations secured by the security interest 14 under which the disposition was made, and, if the amount reflects a rebate of unearned 15 interest or credit service charge, an indication of that fact, calculated as of a specified 16 date 17 (A) if the secured party takes or receives possession of the 18 collateral after default, not more than 35 days before the secured party takes 19 or receives possession; or 20 (B) if the secured party takes or receives possession of the 21 collateral before default or does not take possession of the collateral, not more 22 than 35 days before the disposition; 23 (2) the amount of proceeds of the disposition; 24 (3) the aggregate amount of the obligations after deducting the amount 25 of proceeds; 26 (4) the amount, in the aggregate or by type, and types of expenses, 27 including expenses of retaking, holding, preparing for disposition, processing, and 28 disposing of the collateral, and attorney fees secured by the collateral that are known 29 to the secured party and relate to the current disposition; 30 (5) the amount, in the aggregate or by type, and types of credits, 31 including rebates of interest or credit service charges, to which the obligor is known
01 to be entitled and that are not reflected in the amount in (1) of this subsection; and 02 (6) the amount of the surplus or deficiency. 03 (d) A particular phrasing of the explanation is not required. An explanation 04 complying substantially with the requirements of (a) of this section is sufficient even 05 if it includes minor errors that are not seriously misleading. 06 (e) A debtor or consumer obligor is entitled without charge to one response 07 to a request under this section during any six-month period in which the secured party 08 did not send to the debtor or consumer obligor an explanation under (b)(1) of this 09 section. The secured party may require payment of a charge not exceeding $25 for 10 each additional response. 11 Sec. 45.09.617. Rights of transferee of collateral. (a) A secured party's 12 disposition of collateral after default 13 (1) transfers to a transferee for value all of the debtor's rights in the 14 collateral; 15 (2) discharges the security interest under which the disposition is made; 16 and 17 (3) discharges any subordinate security interest or other subordinate 18 lien. 19 (b) A transferee who acts in good faith takes free of the rights and interests 20 described in (a) of this section even if the secured party fails to comply with this 21 chapter or the requirements of a judicial proceeding. 22 (c) If a transferee does not take free of the rights and interests described in (a) 23 of this section, the transferee takes the collateral subject to 24 (1) the debtor's rights in the collateral; 25 (2) the security interest or agricultural lien under which the disposition 26 is made; and 27 (3) any security interest or other lien. 28 Sec. 45.09.618. Rights and duties of certain secondary obligors. (a) A 29 secondary obligor acquires the rights and becomes obligated to perform the duties of 30 the secured party after the secondary obligor 31 (1) receives an assignment of a secured obligation from the secured
01 party; 02 (2) receives a transfer of collateral from the secured party and agrees 03 to accept the rights and assume the duties of the secured party; or 04 (3) is subrogated to the rights of a secured party with respect to 05 collateral. 06 (b) An assignment, transfer, or subrogation described in (a) of this section 07 (1) is not a disposition of collateral under AS 45.09.610; and 08 (2) relieves the secured party of further duties under this chapter. 09 Sec. 45.09.619. Transfer of record or legal title. (a) In this section, 10 "transfer statement" means a record authenticated by a secured party stating 11 (1) that the debtor has defaulted in connection with an obligation 12 secured by specified collateral; 13 (2) that the secured party has exercised its post-default remedies with 14 respect to the collateral; 15 (3) that, by reason of the exercise, a transferee has acquired the rights 16 of the debtor in the collateral; and 17 (4) the name and mailing address of the secured party, debtor, and 18 transferee. 19 (b) A transfer statement entitles the transferee to the transfer of record of all 20 rights of the debtor in the collateral specified in the statement in an official filing, 21 recording, registration, or certificate-of-title system covering the collateral. If a 22 transfer statement is presented with the applicable fee and request form to the official 23 or office responsible for maintaining the system, the official or office shall 24 (1) accept the transfer statement; 25 (2) promptly amend its records to reflect the transfer; and 26 (3) if applicable, issue a new appropriate certificate of title in the name 27 of transferee. 28 (c) A transfer of the record or legal title to collateral to a secured party under 29 (b) of this section or otherwise is not of itself a disposition of collateral under this 30 chapter and does not of itself relieve the secured party of its duties under this chapter. 31 Sec. 45.09.620. Acceptance of collateral in full or partial satisfaction of
01 obligation; compulsory disposition of collateral. (a) Except as otherwise provided 02 in (g) of this section, a secured party may accept collateral in full or partial satisfaction 03 of the obligation it secures only if 04 (1) the debtor consents to the acceptance under (c) of this section; 05 (2) the secured party does not receive, within the time set out in (d) of 06 this section, a notification of objection to the proposal authenticated by 07 (A) a person to which the secured party was required to send 08 a proposal under AS 45.09.621; or 09 (B) any other person, other than the debtor, holding an interest 10 in the collateral subordinate to the security interest that is the subject of the 11 proposal; 12 (3) if the collateral is consumer goods, the collateral is not in the 13 possession of the debtor when the debtor consents to the acceptance; and 14 (4) the provisions of (e) of this section do not require the secured party 15 to dispose of the collateral or the debtor waives the requirement under AS 45.09.624. 16 (b) A purported or apparent acceptance of collateral under this section is 17 ineffective unless 18 (1) the secured party consents to the acceptance in an authenticated 19 record or sends a proposal to the debtor; and 20 (2) the conditions of (a) of this section are met. 21 (c) For purposes of this section, a debtor consents to an acceptance of 22 collateral 23 (1) in partial satisfaction of the obligation it secures only if the debtor 24 agrees to the terms of the acceptance in a record authenticated after default; and 25 (2) in full satisfaction of the obligation it secures only if the debtor 26 agrees to the terms of the acceptance in a record authenticated after default or the 27 secured party 28 (A) sends to the debtor after default a proposal that is 29 unconditional or subject only to a condition that collateral not in the possession 30 of the secured party be preserved or maintained; 31 (B) in the proposal, proposes to accept collateral in full
01 satisfaction of the obligation it secures; and 02 (C) does not receive a notification of objection authenticated by 03 the debtor within 20 days after the proposal is sent. 04 (d) To be effective under (a)(2) of this section, a notification of objection must 05 be received by the secured party 06 (1) in the case of a person to which the proposal was sent under 07 AS 45.09.621, within 20 days after notification was sent to that person; and 08 (2) in other cases, 09 (A) within 20 days after the last notification was sent under 10 AS 45.09.621; or 11 (B) if a notification was not sent, before the debtor consents to 12 the acceptance under (c) of this section. 13 (e) A secured party that has taken possession of collateral shall dispose of the 14 collateral under AS 45.09.610 within the time specified in (f) of this section if 15 (1) 60 percent of the cash price has been paid in the case of a purchase 16 money security interest in consumer goods; or 17 (2) 60 percent of the principal amount of the obligation secured has 18 been paid in the case of a nonpurchase money security interest in consumer goods. 19 (f) To comply with (e) of this section, the secured party shall dispose of the 20 collateral within 21 (1) 90 days after taking possession; or 22 (2) any longer period to which the debtor and all secondary obligors 23 have agreed in an agreement to that effect entered into and authenticated after default. 24 (g) In a consumer transaction, a secured party may not accept collateral in 25 partial satisfaction of the obligation it secures. 26 Sec. 45.09.621. Notification of proposal to accept collateral. (a) A secured 27 party who desires to accept collateral in full or partial satisfaction of the obligation it 28 secures shall send its proposal to 29 (1) any person from which the secured party has received, before the 30 debtor consented to the acceptance, an authenticated notification of a claim of an 31 interest in the collateral;
01 (2) any other secured party or lienholder who, 10 days before the 02 debtor consented to the acceptance, held a security interest in or other lien on the 03 collateral perfected by the filing of a financing statement that 04 (A) identified the collateral; 05 (B) was indexed under the debtor's name as of that date; and 06 (C) was filed in the office or offices in which to file a financing 07 statement against the debtor covering the collateral as of that date; and 08 (3) any other secured party who, 10 days before the debtor consented 09 to the acceptance, held a security interest in the collateral perfected by compliance 10 with a statute, regulation, or treaty described in AS 45.09.311(a). 11 (b) A secured party who desires to accept collateral in partial satisfaction of 12 the obligation it secures shall send its proposal to any secondary obligor in addition 13 to the persons described in (a) of this section. 14 Sec. 45.09.622. Effect of acceptance of collateral. (a) A secured party's 15 acceptance of collateral in full or partial satisfaction of the obligation it secures 16 (1) discharges the obligation to the extent consented to by the debtor; 17 (2) transfers to the secured party all of a debtor's rights in the 18 collateral; 19 (3) discharges the security interest or agricultural lien that is the subject 20 of the debtor's consent and any subordinate security interest or other subordinate lien; 21 and 22 (4) terminates any other subordinate interest. 23 (b) A subordinate interest is discharged or terminated under (a) of this section, 24 whether or not the secured party sends or is required to send its proposal to the holder 25 of the interest. However, a person to which the secured party was required to send, 26 but did not send, its proposal has the remedy provided by AS 45.09.625(b). 27 Sec. 45.09.623. Right to redeem collateral. (a) A debtor, a secondary 28 obligor, or other secured party or lienholder may redeem collateral. 29 (b) To redeem collateral, a person shall tender 30 (1) fulfillment of all obligations secured by the collateral; and 31 (2) the reasonable expenses and attorney fees described in
01 AS 45.09.615(a)(1). 02 (c) A redemption may occur at any time before a secured party has 03 (1) collected collateral under AS 45.09.607; 04 (2) disposed of collateral or entered into a contract for its disposition 05 under AS 45.09.610; or 06 (3) accepted collateral in full or partial satisfaction of the obligation it 07 secures under AS 45.09.622. 08 Sec. 45.09.624. Waiver. (a) A debtor or secondary obligor may waive the 09 right to notification of disposition of collateral under AS 45.09.611 only by an 10 agreement to that effect entered into and authenticated after default. 11 (b) A debtor may waive the right to require disposition of collateral under 12 AS 45.09.620(e) only by an agreement to that effect entered into and authenticated 13 after default. 14 (c) Except in a consumer goods transaction, a debtor or secondary obligor may 15 waive the right to redeem collateral under AS 45.09.623 only by an agreement to that 16 effect entered into and authenticated after default. 17 Sec. 45.09.625. Remedies for secured party's failure to comply with 18 chapter. (a) If it is established that a secured party is not proceeding in accordance 19 with this chapter, a court may order or restrain collection, enforcement, or disposition 20 of collateral on appropriate terms and conditions. 21 (b) Subject to (c), (d), and (f) of this section, a secured party is liable for 22 damages in the amount of any loss caused by a failure to comply with this chapter. 23 Loss caused by a failure to comply with a request under AS 45.09.210 may include 24 loss resulting from the debtor's inability to obtain, or increased costs of, alternative 25 financing. 26 (c) Except as otherwise provided in AS 45.09.628, 27 (1) a person who, at the time of the failure, was a debtor or an obligor 28 or held a security interest in or other lien on the collateral may recover damages under 29 (b) of this section for its loss; and 30 (2) if the collateral is consumer goods, a person who was a debtor or 31 secondary obligor at the time a secured party failed to comply with AS 45.09.601 -
01 45.09.628 may recover for that failure in any event an amount not less than the credit 02 service charge plus 10 percent of the principal amount of the obligation or the time- 03 price differential plus 10 percent of the cash price. 04 (d) A debtor whose deficiency is eliminated under AS 45.09.626 may recover 05 damages for the loss of any surplus. However, a debtor or secondary obligor whose 06 deficiency is eliminated or reduced under AS 45.09.626 may not otherwise recover 07 under (b) of this section for noncompliance with the provisions of AS 45.09.601 - 08 45.09.628 relating to collection, enforcement, disposition, or acceptance. 09 (e) In addition to damages recoverable under (b) of this section, the debtor, 10 consumer obligor, or person named as a debtor in a filed record, as applicable, may 11 recover $500 in each case from 12 (1) a secured party who fails to comply with AS 45.09.208; 13 (2) a secured party who fails to comply with AS 45.09.209; 14 (3) a person who files a record that the person is not entitled to file 15 under AS 45.09.509(a); 16 (4) a secured party who fails to cause the secured party of record to file 17 or send a termination statement as required by AS 45.09.513(a) or (c); 18 (5) a secured party that fails to comply with AS 45.09.616(b)(1) and 19 whose failure is part of a pattern, or consistent with a practice, of noncompliance; or 20 (6) a secured party who fails to comply with AS 45.09.616(b)(2). 21 (f) A debtor or consumer obligor may recover damages under (b) of this 22 section and, in addition, $500 in each case from a person who, without reasonable 23 cause, fails to comply with a request under AS 45.09.210. A recipient of a request 24 under AS 45.09.210 who never claimed an interest in the collateral or obligations that 25 are the subject of a request under that section has a reasonable excuse for failure to 26 comply with the request within the meaning of this subsection. 27 (g) If a secured party fails to comply with a request regarding a list of 28 collateral or a statement of account under AS 45.09.210, the secured party may claim 29 a security interest only as shown in the statement included in the request as against a 30 person who is reasonably misled by the failure. 31 Sec. 45.09.626. Action in which deficiency or surplus is in issue. (a) In an
01 action arising from a transaction, other than a consumer transaction, in which the 02 amount of a deficiency or surplus is in issue, the following rules apply: 03 (1) a secured party need not prove compliance with the provisions of 04 AS 45.09.601 - 45.09.628 relating to collection, enforcement, disposition, or acceptance 05 unless the debtor or secondary obligor places the secured party's compliance in issue; 06 (2) if the secured party's compliance is placed in issue, the secured 07 party has the burden of establishing that the collection, enforcement, disposition, or 08 acceptance was conducted in compliance with the provisions of AS 45.09.601 - 09 45.09.628; 10 (3) except as otherwise provided in AS 45.09.628, if a secured party 11 fails to prove that the collection, enforcement, disposition, or acceptance was 12 conducted in compliance with the provisions of AS 45.09.601 - 45.09.628 relating to 13 collection, enforcement, disposition, or acceptance, the liability of a debtor or 14 secondary obligor for a deficiency is limited to an amount by which the sum of the 15 secured obligation, expenses, and attorney fees exceeds the greater of 16 (A) the proceeds of the collection, enforcement, disposition, or 17 acceptance; or 18 (B) the amount of proceeds that would have been realized had 19 the noncomplying secured party proceeded in compliance with the provisions 20 of AS 45.09.601 - 45.09.628 relating to collection, enforcement, disposition, or 21 acceptance; 22 (4) for purposes of (3)(B) of this subsection, the amount of proceeds 23 that would have been realized is equal to the sum of the secured obligation, expenses, 24 and attorney fees unless the secured party proves that the amount is less than that sum; 25 (5) if a deficiency or surplus is calculated under AS 45.09.615(f), the 26 debtor or obligor has the burden of establishing that the amount of proceeds of the 27 disposition is significantly below the range of prices that a complying disposition to 28 a person other than the secured party, a person related to the secured party, or a 29 secondary obligor would have brought. 30 (b) The limitation of the rules in (a) of this section to transactions other than 31 consumer transactions is intended to leave to the court the determination of the proper
01 rules in consumer transactions. The court may not infer from that limitation the nature 02 of the proper rule in consumer transactions and may continue to apply established 03 approaches. 04 Sec. 45.09.627. Determination of whether conduct was commercially 05 reasonable. (a) The fact that a greater amount could have been obtained by a 06 collection, enforcement, disposition, or acceptance at a different time or in a different 07 method from that selected by the secured party is not of itself sufficient to preclude 08 the secured party from establishing that the collection, enforcement, disposition, or 09 acceptance was made in a commercially reasonable manner. 10 (b) A disposition of collateral is made in a commercially reasonable manner 11 if the disposition is made 12 (1) in the usual manner on any recognized market; 13 (2) at the price current in any recognized market at the time of the 14 disposition; or 15 (3) otherwise in conformity with reasonable commercial practices 16 among dealers in the type of property that was the subject of the disposition. 17 (c) A collection, enforcement, disposition, or acceptance is commercially 18 reasonable if it has been approved 19 (1) in a judicial proceeding; 20 (2) by a bona fide creditors' committee; 21 (3) by a representative of creditors; or 22 (4) by an assignee for the benefit of creditors. 23 (d) Approval under (c) of this section need not be obtained, and lack of 24 approval does not mean that the collection, enforcement, disposition, or acceptance is 25 not commercially reasonable. 26 Sec. 45.09.628. Nonliability and limitation on liability of secured party; 27 liability of secondary obligor. (a) Unless a secured party knows that a person is a 28 debtor or obligor, knows the identity of the person, and knows how to communicate 29 with the person, 30 (1) the secured party is not liable to the person, or to a secured party 31 or lienholder that has filed a financing statement against the person, for failure to
01 comply with this chapter; and 02 (2) the secured party's failure to comply with this chapter does not 03 affect the liability of the person for a deficiency. 04 (b) A secured party is not liable because of its status as secured party 05 (1) to a person that is a debtor or obligor unless the secured party 06 knows 07 (A) that the person is a debtor or obligor; 08 (B) the identity of the person; and 09 (C) how to communicate with the person; or 10 (2) to a secured party or lienholder that has filed a financing statement 11 against a person unless the secured party knows 12 (A) that the person is a debtor; and 13 (B) the identity of the person. 14 (c) A secured party is not liable to a person, and a person's liability for a 15 deficiency is not affected, because of an act or omission arising out of the secured 16 party's reasonable belief that a transaction is not a consumer goods transaction or a 17 consumer transaction or that goods are not consumer goods if the secured party's belief 18 is based on its reasonable reliance on 19 (1) a debtor's representation concerning the purpose for which collateral 20 was to be used, acquired, or held; or 21 (2) an obligor's representation concerning the purpose for which a 22 secured obligation was incurred. 23 (d) A secured party is not liable to a person under AS 45.09.625(c)(2) for its 24 failure to comply with AS 45.09.616. 25 (e) A secured party is not liable under AS 45.09.625(c)(2) more than once with 26 respect to any one secured obligation. 27 Article 7. Transitional Provisions. 28 Sec. 45.09.702. Savings clause. (a) Except as otherwise provided in 29 AS 45.09.702 - 45.09.708, this chapter applies to a transaction or lien within the scope 30 of this chapter, even if the transaction or lien was entered into or created before July 1, 31 2001.
01 (b) Except as otherwise provided in (c) of this section and AS 45.09.703 - 02 45.09.708, 03 (1) transactions and liens that were not governed by former AS 45.09, 04 were validly entered into or created before July 1, 2001, and would be subject to this 05 chapter if they had been entered into or created on or after July 1, 2001, and the rights, 06 duties, and interests flowing from those transactions and liens remain valid on and 07 after July 1, 2001; and 08 (2) the transactions and liens may be terminated, completed, 09 consummated, and enforced as required or permitted under this chapter or by the law 10 that otherwise would apply if this chapter had not taken effect. 11 Sec. 45.09.703. Security interest perfected before effective date. (a) A 12 security interest that is enforceable June 30, 2001, and would have priority over the 13 rights of a person who becomes a lien creditor June 30, 2001, is a perfected security 14 interest under this chapter if, on July 1, 2001, the applicable requirements for 15 enforceability and perfection under this chapter are satisfied without further action. 16 (b) Except as otherwise provided in AS 45.09.705, if, on June 30, 2001, a 17 security interest is enforceable and would have priority over the rights of a person who 18 becomes a lien creditor June 30, 2001, but the applicable requirements for 19 enforceability or perfection under this chapter are not satisfied on July 1, 2001, the 20 security interest 21 (1) is a perfected security interest until July 1, 2002; 22 (2) remains enforceable on and after July 1, 2002, only if the security 23 interest becomes enforceable under AS 45.09.203 before July 1, 2002; and 24 (3) remains perfected on and after July 1, 2002, only if the applicable 25 requirements for perfection under this chapter are satisfied before July 1, 2002. 26 Sec. 45.09.704. Security interest unperfected before effective date. A 27 security interest that is enforceable June 30, 2001, but that would be subordinate to the 28 rights of a person who becomes a lien creditor June 30, 2001, 29 (1) remains an enforceable security interest until July 1, 2002; 30 (2) remains enforceable on and after July 1, 2002, if the security 31 interest becomes enforceable under AS 45.09.203 on July 1, 2001, or before July 1,
01 2002; and 02 (3) becomes perfected 03 (A) without further action on July 1, 2001, if the applicable 04 requirements for perfection under this chapter are satisfied before July 1, 2001; 05 or 06 (B) when the applicable requirements for perfection are satisfied 07 if the requirements are satisfied on or after July 1, 2001. 08 Sec. 45.09.705. Effectiveness of action taken before effective date. (a) If 09 action, other than the filing of a financing statement, is taken before July 1, 2001, and 10 the action would have resulted in priority of a security interest over the rights of a 11 person who becomes a lien creditor had the security interest become enforceable before 12 July 1, 2001, the action is effective to perfect a security interest that attaches under this 13 chapter before July 1, 2002. An attached security interest becomes unperfected on 14 July 1, 2002, unless the security interest becomes a perfected security interest under 15 this chapter before July 1, 2002. 16 (b) The filing of a financing statement before July 1, 2001, is effective to 17 perfect a security interest to the extent the filing would satisfy the applicable 18 requirements for perfection under this chapter. 19 (c) This chapter does not render ineffective an effective financing statement 20 that was filed before July 1, 2001, and satisfied the applicable requirements for 21 perfection under the law of the jurisdiction governing perfection as provided in former 22 AS 45.09.103. However, except as otherwise provided in (d) and (e) of this section 23 and AS 45.09.706, the financing statement ceases to be effective at the earlier of 24 (1) the time the financing statement would have ceased to be effective 25 under the law of the jurisdiction in which it is filed; or 26 (2) June 30, 2006. 27 (d) The filing of a continuation statement on or after July 1, 2001, does not 28 continue the effectiveness of the financing statement filed before July 1, 2001. 29 However, upon the timely filing of a continuation statement on or after July 1, 2001, 30 and in accordance with the law of the jurisdiction governing perfection as provided in 31 AS 45.09.301 - 45.09.342, the effectiveness of a financing statement filed in the same
01 office in that jurisdiction before July 1, 2001, continues for the period provided by the 02 law of that jurisdiction. 03 (e) The provisions of (c)(2) of this section apply to a financing statement that 04 is filed against a transmitting utility before July 1, 2001, and satisfied the applicable 05 requirements for perfection under the law of the jurisdiction governing perfection as 06 provided in former AS 45.09.103 only to the extent that AS 45.09.301 - 45.09.342 07 provides that the law of a jurisdiction other than jurisdiction in which the financing 08 statement is filed governs perfection of a security interest in collateral covered by the 09 financing statement. 10 (f) A financing statement that includes a financing statement filed before 11 July 1, 2001, and a continuation statement filed on or after July 1, 2001, is effective 12 only to the extent that it satisfies the requirements of AS 45.09.501 - 45.09.525 for an 13 initial financing statement. 14 Sec. 45.09.706. When initial financing statement suffices as continuation 15 statement. (a) The filing of an initial financing statement in the office specified in 16 AS 45.09.501 continues the effectiveness of a financing statement filed before July 1, 17 2001, for the period provided in AS 45.09.515 with respect to an initial financing 18 statement if 19 (1) the filing of an initial financing statement in that office would be 20 effective to perfect a security interest under this chapter; 21 (2) the pre-effective date financing statement was filed in an office in 22 another state or another office in this state; and 23 (3) the initial financing statement satisfies (b) of this section. 24 (b) To be effective for purposes of (a) of this section, an initial financing 25 statement must 26 (1) satisfy the requirements of AS 45.09.501 - 45.09.524 for an initial 27 financing statement; 28 (2) identify the pre-effective date financing statement by indicating the 29 office in which the financing statement was filed and providing the dates of filing and 30 file numbers, if any, of the financing statement and of the most recent continuation 31 statement filed with respect to the financing statement; and
01 (3) indicate that the pre-effective date financing statement remains 02 effective. 03 Sec. 45.09.707. Persons entitled to file initial financing statement or 04 continuation statement. A person may file an initial financing statement or a 05 continuation statement under AS 45.09.702 - 45.09.708 if 06 (1) the secured party of record authorizes the filing; and 07 (2) the filing is necessary under AS 45.09.702 - 45.09.708 to 08 (A) continue the effectiveness of a financing statement filed 09 before July 1, 2001; or 10 (B) perfect or continue the perfection of a security interest. 11 Sec. 45.09.708. Priority. (a) Former AS 45.09 determines the priority of 12 conflicting claims to collateral if the relative priorities of the parties were fixed before 13 July 1, 2001. In other cases, AS 45.09 determines priority. 14 (b) For purposes of AS 45.09.322(a), the priority of a security interest that 15 becomes a perfected security interest under AS 45.09.704 dates from the time the 16 applicable requirements for perfection are satisfied. This subsection does not apply to 17 conflicting security interests each of which becomes a perfected security interest under 18 AS 45.09.704. 19 (c) For purposes of AS 45.09.322(a), the priority of a security interest that 20 becomes enforceable under AS 45.09.203 dates from July 1, 2001, if the security 21 interest is perfected under this chapter by the filing of a financing statement before 22 July 1, 2001, that would not have been effective to perfect the security interest under 23 former AS 45.09. This subsection does not apply to conflicting security interests each 24 of which is perfected by the filing of such a financing statement. 25 * Sec. 2. AS 44.37.027 is amended by adding new subsections to read: 26 (d) To keep the filing office regulations and practices of the filing office in 27 harmony with the regulations and practices of filing offices in other jurisdictions that 28 enact laws that are substantially similar to AS 45.09.501 - 45.09.525, and to keep the 29 technology used by the filing office compatible with the technology used by filing 30 offices in those other jurisdictions, the Department of Natural Resources, so far as is 31 consistent with the purposes, policies, and provisions of this chapter, in adopting,
01 amending, and repealing filing office regulations, shall 02 (1) consult with filing offices in other jurisdictions that enact laws that 03 are substantially similar to AS 45.09.501 - 45.09.525; and 04 (2) consult the most recent version of the Model Rules promulgated by 05 the International Association of Corporate Administrators or any successor 06 organization; and 07 (3) take into consideration the regulations and practices of, and the 08 technology used by, filing offices in other jurisdictions that enact laws that are 09 substantially similar to AS 45.09.501 - 45.09.525. 10 (e) The Department of Natural Resources shall report annually on or before 11 January 15 to the governor on the operation of the filing office described in 12 AS 45.09.501(a)(2). The report must contain a statement of the extent to which the 13 filing office regulations are not in harmony with 14 (1) the regulations of filing offices in other jurisdictions that enact laws 15 that are substantially similar to AS 45.09.501 - 45.09.525 and the reasons for these 16 variations; and 17 (2) the most recent version of the Model Rules promulgated by the 18 International Association of Corporate Administrators, or any successor organization, 19 and the reasons for these variations. 20 * Sec. 3. AS 45.01.105(b) is amended to read: 21 (b) Where one of the following provisions of the code specifies the applicable 22 law, that provision governs and a contrary agreement is effective only to the extent 23 permitted by the law, including the conflict of laws rules, so specified: 24 (1) AS 45.02.402 (rights of creditors against sold goods); 25 (2) AS 45.04.102 (applicability of the chapter on bank deposits and 26 collections); 27 (3) AS 45.05.116 (applicability of the chapter on letters of credit); 28 (4) AS 45.08.110 (applicability of the chapter on investment securities); 29 (5) AS 45.09.301 - 45.09.307 (perfection and the priority of security 30 interests [AS 45.09.103 (PERFECTION PROVISIONS OF THE CHAPTER ON 31 SECURED TRANSACTIONS)];
01 (6) AS 45.12.105 and 45.12.106 (applicability of the chapter on leases); 02 (7) AS 45.14 (funds transfers). 03 * Sec. 4. AS 45.01.201(9) is repealed and reenacted to read: 04 (9) "buyer in ordinary course of business" means a person that buys 05 goods in good faith, without knowledge that the sale violates the rights of another 06 person in the goods, and in the ordinary course from a person, other than a 07 pawnbroker, in the business of selling goods of that kind; a person buys goods in the 08 ordinary course if the sale to the person comports with the usual or customary 09 practices in the kind of business in which the seller is engaged or with the seller's own 10 usual or customary practices; a person that sells oil, gas, or other minerals at the 11 wellhead or minehead is a person in the business of selling goods of that kind; a buyer 12 in ordinary course of business may buy for cash, by exchange of other property, or on 13 secured or unsecured credit, and may acquire goods or documents of title under a 14 preexisting contract for sale; only a buyer that takes possession of the goods or has a 15 right to recover the goods from the seller under AS 45.02 may be a buyer in ordinary 16 course of business; a person that acquires goods in a transfer in bulk or as security for 17 or in total or partial satisfaction of a money debt is not a buyer in ordinary course of 18 business; 19 * Sec. 5. AS 45.01.201(33) is amended to read: 20 (33) "purchase" includes taking by sale, discount, negotiation, 21 mortgage, pledge, lien, security interest, issue or re-issue, gift, or any other voluntary 22 transaction creating an interest in property; 23 * Sec. 6. AS 45.01.201(38) is amended to read: 24 (38) "security interest" means an interest in personal property or 25 fixtures that secures payment or performance of an obligation; [THE RETENTION OR 26 RESERVATION OF TITLE BY A SELLER OF GOODS NOTWITHSTANDING 27 SHIPMENT OR DELIVERY TO THE BUYER (AS 45.02.401) IS LIMITED IN 28 EFFECT TO A RESERVATION OF A "SECURITY INTEREST";] the term also 29 includes an interest of a consignor and a buyer of accounts , [OR] chattel paper , a 30 payment intangible, or a promissory note in a transaction that is subject to 31 AS 45.09; the special property interest of a buyer of goods on identification of the
01 goods to a contract for sale under AS 45.02.401 is not a "security interest," but a buyer 02 may also acquire a "security interest" by complying with AS 45.09; except as 03 otherwise provided in AS 45.02.505, the right of a seller or lessor of goods under 04 AS 45.02 or AS 45.12 to retain or acquire possession of the goods is not a 05 "security interest," but a seller or lessor may also acquire a "security interest" 06 by complying with AS 45.09; the retention or reservation of title by a seller of 07 goods notwithstanding shipment or delivery to the buyer (AS 45.02.401) is limited 08 in effect to a reservation of a "security interest" [UNLESS A CONSIGNMENT IS 09 INTENDED AS SECURITY, RESERVATION OF TITLE UNDER THE 10 CONSIGNMENT IS NOT A "SECURITY INTEREST," BUT A CONSIGNMENT IS 11 IN ANY EVENT SUBJECT TO THE PROVISIONS ON CONSIGNMENT SALES 12 (AS 45.02.326)]; whether a transaction creates a lease or security interest is determined 13 by the facts of each case; however, 14 (A) a transaction creates a security interest if the consideration 15 the lessee is to pay the lessor for the right to possession and use of the goods 16 is an obligation for the term of the lease not subject to termination by the 17 lessee; and 18 (i) the original term of the lease is equal to or greater 19 than the remaining economic life of the goods; 20 (ii) the lessee is bound to renew the lease for the 21 remaining economic life of the goods or is bound to become the owner 22 of the goods; 23 (iii) the lessee has an option to renew the lease for the 24 remaining economic life of the goods for no additional consideration or 25 nominal additional consideration upon compliance with the lease 26 agreement; or 27 (iv) the lessee has an option to become the owner of the 28 goods for no additional consideration or nominal additional 29 consideration upon compliance with the lease agreement; 30 (B) a transaction does not create a security interest merely 31 because it provides that
01 (i) the present value of the consideration the lessee is 02 obligated to pay the lessor for the right to possession and use of the 03 goods is substantially equal to or is greater than the fair market value 04 of the goods at the time the lease is entered into; 05 (ii) the lessee assumes risk of loss of the goods, or 06 agrees to pay taxes, insurance, filing, recording, or registration fees, or 07 service or maintenance costs with respect to the goods; 08 (iii) the lessee has an option to renew the lease or to 09 become the owner of the goods; 10 (iv) the lessee has an option to renew the lease for a 11 fixed rent that is equal to or greater than the reasonably predictable fair 12 market rent for the use of the goods for the term of the renewal at the 13 time the option is to be performed; or 14 (v) the lessee has an option to become the owner of the 15 goods for a fixed price that is equal to or greater than the reasonably 16 predictable fair market value of the goods at the time the option is to 17 be performed; 18 (C) in this paragraph, additional consideration is nominal if it 19 is less than the lessee's reasonably predictable cost of performing under the 20 lease agreement if the option is not exercised; additional consideration is not 21 nominal if 22 (i) when the option to renew the lease is granted to the 23 lessee , the rent is stated to be the fair market rent for the use of the 24 goods for the term of the renewal determined at the time the option is 25 to be performed; or 26 (ii) when the option to become the owner of the goods 27 is granted to the lessee , the price is stated to be the fair market value 28 of the goods determined at the time the option is to be performed; 29 (D) in this paragraph, 30 (i) "present value" means the amount as of a date certain 31 of one or more sums payable in the future, discounted to the date
01 certain; the discount is determined by the interest rate specified by the 02 parties if the rate is not manifestly unreasonable at the time the 03 transaction is entered into; otherwise, the discount is determined by a 04 commercially reasonable rate that takes into account the facts and 05 circumstances of each case at the time the transaction was entered into; 06 and 07 (ii) "reasonably predictable" and "remaining economic 08 life of the goods" are to be determined with reference to the facts and 09 circumstances at the time the transaction is entered into; 10 * Sec. 7. AS 45.02.103(c) is amended to read: 11 (c) The following definitions in other chapters apply to this chapter: 12 (1) "check" (AS 45.03.104); 13 (2) "consignee" (AS 45.07.102); 14 (3) "consignor" (AS 45.07.102); 15 (4) "consumer goods" ( AS 45.09.102 [AS 45.09.109]); 16 (5) "dishonor" (AS 45.03.502); 17 (6) "draft" (AS 45.03.104). 18 * Sec. 8. AS 45.02.210 is repealed and reenacted to read: 19 Sec. 45.02.210. Delegation of performance; assignment of rights. (a) A 20 party may perform the party's duty through a delegate unless otherwise agreed or 21 unless the other party has a substantial interest in having the original promisor perform 22 or control the acts required by the contract. No delegation of performance relieves the 23 party delegating of a duty to perform or a liability for breach. 24 (b) Unless otherwise agreed, all rights of either seller or buyer can be assigned 25 except where the assignment would materially change the duty of the other party, 26 increase materially the burden or risk imposed on the other party by the contract, or 27 impair materially the chance of obtaining return performance. A right to damages for 28 breach of the whole contract or a right arising out of the assignor's due performance 29 of the entire obligation can be assigned despite agreement otherwise. 30 (c) The creation, attachment, perfection, or enforcement of a security interest 31 in the seller's interest under a contract is not a transfer that materially changes the duty
01 of or increases materially the burden or risk imposed on the buyer or impairs 02 materially the buyer's chance of obtaining return performance within the purview of 03 (b) of this section unless, and then only to the extent that, enforcement actually results 04 in a delegation of material performance of the seller; even in that event, the creation, 05 attachment, perfection, and enforcement of the security interest remain effective, but 06 (1) the seller is liable to the buyer for damages caused by the 07 delegation to the extent that the damages could not reasonably be prevented by the 08 buyer; and 09 (2) a court having jurisdiction may grant other appropriate relief, 10 including cancellation of the contract for sale or an injunction against enforcement of 11 the security interest or consummation of the enforcement. 12 (d) Unless the circumstances indicate the contrary, a prohibition of assignment 13 of "the contract" is to be construed as barring only the delegation to the assignee of 14 the assignor's performance. 15 (e) An assignment of "the contract" or "all my rights under the contract" or an 16 assignment in similar general terms is an assignment of rights and, unless the language 17 or the circumstances (as in an assignment for security) indicate the contrary, it is a 18 delegation of performance of the duties of the assignor and its acceptance by the 19 assignee constitutes a promise by the assignee to perform those duties. This promise 20 is enforceable by either the assignor or the other party to the original contract. 21 (f) The other party may treat an assignment which delegates performance as 22 creating reasonable grounds for insecurity and may, without prejudice to the party's 23 rights against the assignor, demand assurances from the assignee (AS 45.02.609). 24 * Sec. 9. AS 45.02.326 is repealed and reenacted to read: 25 Sec. 45.02.326. Sale on approval and sale or return; rights of creditors. 26 (a) Unless otherwise agreed, if delivered goods may be returned by the buyer even 27 though they conform to the contract, the transaction is 28 (1) a "sale on approval" if the goods are delivered primarily for use; 29 and 30 (2) a "sale or return" if the goods are delivered primarily for resale. 31 (b) Goods held on approval are not subject to the claims of the buyer's
01 creditors until acceptance; goods held on sale or return are subject to such claims while 02 in the buyer's possession. 03 (c) An "or return" term of a contract for sale is to be treated as a separate 04 contract for sale within the statute of frauds section (AS 45.02.201), and as 05 contradicting the sale aspect of the contract within the provisions on parol or extrinsic 06 evidence (AS 45.02.202). 07 (d) Whenever an artist delivers or causes to be delivered a work of fine art of 08 the artist's creation to an art dealer for the purpose of sale, or exhibition and sale to 09 the public on a commission or fee or other basis of compensation, the work of fine art 10 is not subject to the claims of the art dealer's creditors. For the purposes of this 11 subsection, 12 (1) "art dealer" means a person other than a public auctioneer engaged 13 in the business of selling works of fine art; 14 (2) "artist" means the creator of a work of fine art; 15 (3) "fine art" includes a painting, sculpture, drawing, photograph, or 16 work of graphic art. 17 * Sec. 10. AS 45.02.502 is repealed and reenacted to read: 18 Sec. 45.02.502. Buyer's right to goods on seller's repudiation, failure to 19 deliver, or insolvency. (a) Subject to (b) and (c) of this section and even though the 20 goods have not been shipped, a buyer who has paid a part or all of the price of goods 21 in which the buyer has a special property under the provisions of AS 45.02.501 may, 22 on making and keeping good a tender of an unpaid portion of their price, recover them 23 from the seller if 24 (1) in the case of goods bought for personal, family, or household 25 purposes, the seller repudiates or fails to deliver as required by the contract; or 26 (2) in other cases, the seller becomes insolvent within 10 days after 27 receipt of the first installment on their price. 28 (b) The buyer's right to recover the goods under (a)(1) of this section vests 29 upon acquisition of a special property even if the seller had not then repudiated or 30 failed to deliver. 31 (c) If the identification creating the buyer's special property has been made by
01 the buyer, the buyer acquires the right to recover the goods only if they conform to the 02 contract for sale. 03 * Sec. 11. AS 45.02.716(c) is amended to read: 04 (c) The buyer has a right of replevin for goods identified to the contract if 05 after reasonable effort the buyer is unable to effect cover for the goods or the 06 circumstances reasonably indicate that such effort will be unavailing or if the goods 07 have been shipped under reservation and satisfaction of the security interest in them 08 has been made or tendered. In the case of goods bought for personal, family, or 09 household purposes, the buyer's right of replevin vests upon acquisition of a 10 special property even if the seller had not then repudiated or failed to deliver. 11 * Sec. 12. AS 45.04.210(c) is amended to read: 12 (c) Receipt by a collecting bank of a final settlement for an item is a 13 realization on its security interest in the item, accompanying documents, and proceeds. 14 So long as the bank does not receive final settlement for the item or give up 15 possession of the item or accompanying documents for purposes other than collection, 16 the security interest continues to that extent and is subject to AS 45.09, but 17 (1) a security agreement is not necessary to make the security interest 18 enforceable AS 45.09.203(b)(3)(A) [(AS 45.09.203(a)]); 19 (2) filing is not required to perfect the security interest; and 20 (3) the security interest has priority over conflicting perfected security 21 interests in the item, accompanying documents, or proceeds. 22 * Sec. 13. AS 45.05 is amended by adding a new section to read: 23 Sec. 45.05.118. Security interest of issuer or nominated person. (a) An 24 issuer or nominated person has a security interest in a document presented under a 25 letter of credit to the extent that the issuer or nominated person honors or gives value 26 for the presentation. 27 (b) So long as and to the extent that an issuer or nominated person has not 28 been reimbursed or has not otherwise recovered the value given with respect to a 29 security interest in a document under (a) of this section, the security interest continues 30 and is subject to AS 45.09, but 31 (1) a security agreement is not necessary to make the security interest
01 enforceable under AS 45.09.203(b)(3); 02 (2) if the document is presented in a medium other than a written or 03 other tangible medium, the security interest is perfected; and 04 (3) if the document is presented in a written or other tangible medium 05 and is not a certificated security, chattel paper, a document of title, an instrument, or 06 a letter of credit, the security interest is perfected and has priority over a conflicting 07 security interest in the document so long as the debtor does not have possession of the 08 document. 09 * Sec. 14. AS 45.07.503(a) is amended to read: 10 (a) A document of title confers no right in goods against a person who, before 11 issuance of the document, had a legal interest or a perfected security interest in them 12 and who neither 13 (1) delivered or entrusted them or a document of title covering them 14 to the bailor or the bailor's nominee with actual or apparent authority to ship, store, or 15 sell or with power to obtain delivery under AS 45.07.403 or with power of disposition 16 under AS 45.02.403 and AS 45.09.320 [AS 45.09.307] or other statute or rule of law; 17 nor 18 (2) acquiesced in the procurement by the bailor or the bailor's nominee 19 of a document of title. 20 * Sec. 15. AS 45.08.103(f) is amended to read: 21 (f) A commodity contract, as defined in AS 45.09.102(a) [AS 45.09.115], is 22 not a security or a financial asset. 23 * Sec. 16. 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; or 26 (2) the securities intermediary has agreed that the securities 27 intermediary will comply with entitlement orders originated by the purchaser without 28 further consent by the entitlement holder ; or 29 (3) another person has control of the security entitlement on behalf 30 of the purchaser or, having previously acquired control of the security 31 entitlement, acknowledges that it has control on behalf of the purchaser .
01 * Sec. 17. AS 45.08.106(f) is amended to read: 02 (f) A purchaser who has satisfied the requirements of (c) or (d) [(c)(2) OR 03 (d)(2)] of this section has control even if the registered owner in the case of (c) [(c)(2)] 04 of this section or the entitlement holder in the case of (d) [(d)(2)] of this section 05 retains the right to make substitutions for the uncertificated security or security 06 entitlement, to originate instructions or entitlement orders to the issuer or securities 07 intermediary, or otherwise to deal with the uncertificated security or security 08 entitlement. 09 * Sec. 18. AS 45.08.110(d) is amended to read: 10 (d) The following rules determine a securities intermediary's jurisdiction for 11 purposes of this section: 12 (1) if an agreement between the securities intermediary and its 13 entitlement holder governing the securities account expressly provides that a 14 particular jurisdiction is the securities intermediary's jurisdiction for purposes of 15 AS 45.08.101 - 45.08.116, this chapter, or this code [SPECIFIES THAT IT IS 16 GOVERNED BY THE LAW OF A PARTICULAR JURISDICTION], that jurisdiction 17 is the securities intermediary's jurisdiction; 18 (2) if (1) of this subsection does not apply and an agreement 19 between the securities intermediary and its entitlement holder expressly provides 20 that the agreement is governed by the law of a particular jurisdiction, that 21 jurisdiction is the securities intermediary's jurisdiction; 22 (3) if neither (1) nor (2) of this subsection applies and an agreement 23 between the securities intermediary and its entitlement holder governing the securities 24 account [DOES NOT SPECIFY THE GOVERNING LAW AS PROVIDED IN (1) OF 25 THIS SUBSECTION, BUT] expressly provides specifies that the securities account 26 is maintained at an office in a particular jurisdiction, that jurisdiction is the securities 27 intermediary's jurisdiction; 28 (4) [(3)] if none of the preceding paragraphs of this subsection 29 applies [AN AGREEMENT BETWEEN THE SECURITIES INTERMEDIARY AND 30 ITS ENTITLEMENT HOLDER DOES NOT SPECIFY A JURISDICTION 31 AS PROVIDED IN (1) OR (2) OF THIS SUBSECTION], the securities intermediary's
01 jurisdiction is the jurisdiction in which [IS LOCATED] the office identified in an 02 account statement as the office serving the entitlement holder's account is located ; 03 (5) [(4)] if none of the preceding paragraphs of this subsection 04 applies [AN AGREEMENT BETWEEN THE SECURITIES INTERMEDIARY AND 05 ITS ENTITLEMENT HOLDER DOES NOT SPECIFY A JURISDICTION 06 AS PROVIDED IN (1) OR (2) OF THIS SUBSECTION AND AN ACCOUNT 07 STATEMENT DOES NOT IDENTIFY AN OFFICE SERVING THE ENTITLEMENT 08 HOLDER'S ACCOUNT AS PROVIDED IN (3) OF THIS SUBSECTION], the 09 securities intermediary's jurisdiction is the jurisdiction in which [IS LOCATED] the 10 chief executive office of the securities intermediary is located . 11 * Sec. 19. AS 45.08.301(a) is amended to read: 12 (a) Delivery of a certificated security to a purchaser occurs when 13 (1) the purchaser acquires possession of the security certificate; 14 (2) another person, other than a securities intermediary, either acquires 15 possession of the security certificate on behalf of the purchaser or, having previously 16 acquired possession of the certificate, acknowledges that it holds for the purchaser; or 17 (3) a securities intermediary acting on behalf of the purchaser acquires 18 possession of the security certificate, only if the certificate is in registered form and 19 is 20 (A) registered in the name of the purchaser; 21 (B) payable to the order of the purchaser; or 22 (C) [HAS BEEN] specially endorsed to the purchaser by an 23 effective endorsement and has not been endorsed to the securities 24 intermediary or in blank . 25 * Sec. 20. AS 45.08.302(a) is amended to read: 26 (a) Except as otherwise provided in (b) and (c) of this section, a purchaser 27 [UPON DELIVERY] of a certificated or uncertificated security [TO A PURCHASER, 28 THE PURCHASER] acquires all rights in the security that the transferor had or had 29 power to transfer. 30 * Sec. 21. AS 45.08.510(a) is amended to read: 31 (a) In a case not covered by the priority rules in AS 45.09 or the rules
01 stated in (c) of this section, an [AN] action based on an adverse claim to a financial 02 asset or security entitlement, whether framed in conversion, replevin, constructive trust, 03 equitable lien, or other theory, may not be asserted against a person who purchases a 04 security entitlement, or an interest in a security entitlement, from an entitlement holder 05 if the purchaser gives value, does not have notice of the adverse claim, and obtains 06 control. 07 * Sec. 22. AS 45.08.510(c) is amended to read: 08 (c) In a case not covered by the priority rules in AS 45.09, a purchaser for 09 value of a security entitlement, or an interest in a security entitlement, who obtains 10 control has priority over a purchaser of a security entitlement, or an interest in a 11 security entitlement, who does not obtain control. Except as otherwise provided in 12 (d) of this section, purchasers [PURCHASERS] who have control rank according to 13 priority in time of 14 (1) the purchaser's becoming the person for whom the securities 15 account, in which the security entitlement is carried is maintained, if the 16 purchaser obtained control under AS 45.08.106(d)(1); 17 (2) the securities intermediary's agreement to comply with the 18 purchaser's entitlement orders with respect to security entitlements carried or to 19 be carried in the securities account in which the security entitlement is carried if 20 the purchaser obtained control under AS 45.08.106(d)(2); or 21 (3) if the purchaser obtained control through another person under 22 AS 45.08.106(d)(3), the time on which priority would be based under this 23 subsection if the other person were the secured party [EQUALLY, EXCEPT THAT 24 A SECURITIES INTERMEDIARY AS PURCHASER HAS PRIORITY OVER A 25 CONFLICTING PURCHASER WHO HAS CONTROL UNLESS OTHERWISE 26 AGREED BY THE SECURITIES INTERMEDIARY]. 27 * Sec. 23. AS 45.08.510 is amended by adding a new subsection to read: 28 (d) A securities intermediary as purchaser has priority over a conflicting 29 purchaser who has control unless otherwise agreed by the securities intermediary. 30 * Sec. 24. AS 45.12.103(c) is amended to read: 31 (c) The following definitions in AS 45.02 and AS 45.09 apply to this chapter:
01 (1) "account" ( AS 45.09.102(a) [AS 45.09.106]); 02 (2) "between merchants" (AS 45.02.104(c)); 03 (3) "buyer" (AS 45.02.103(a)(1)); 04 (4) "chattel paper" ( AS 45.09.102(a) [AS 45.09.105(a)(2)]); 05 (5) "consumer goods" ( AS 45.09.102(a) [AS 45.09.109(1)]); 06 (6) "document" ( AS 45.09.102(a) [AS 45.09.105(a)(6)]); 07 (7) "entrusting" (AS 45.02.403(c)); 08 (8) "general intangible" (AS 45.09.102(a) [INTANGIBLES" 09 (AS 45.09.106]); 10 (9) "good faith" (AS 45.02.103(a)(2)); 11 (10) "instrument" ( AS 45.09.102(a) [AS 45.09.105(a)(9)]); 12 (11) "merchant" (AS 45.02.104(a)); 13 (12) "mortgage" ( AS 45.09.102(a) [AS 45.09.105(a)(10)]); 14 (13) "pursuant to a commitment" ( AS 45.09.102(a) 15 [AS 45.09.105(a)(11)]); 16 (14) "receipt" (AS 45.02.103(a)(3)); 17 (15) "sale" (AS 45.02.106(a)); 18 (16) "sale on approval" (AS 45.02.326); 19 (17) "sale or return" (AS 45.02.326); 20 (18) "seller" (AS 45.02.103(a)(4)). 21 * Sec. 25. AS 45.12.303(a) is amended to read: 22 (a) Except as provided in (d) [(b) - (d)] of this section and AS 45.09.407 , a 23 provision in a lease agreement that does either of the following gives rise to the rights 24 and remedies provided in (e) of this section, but a transfer that is prohibited or is an 25 event of default under the lease agreement is otherwise effective: 26 (1) prohibits the voluntary or involuntary transfer, including a transfer 27 by sale, sublease, creation or enforcement of a security interest, or attachment, levy, 28 or other judicial process, of 29 (A) an interest of a party under the lease contract; or 30 (B) the lessor's residual interest in the goods; or 31 (2) makes a transfer under (1) of this subsection an event of default.
01 * Sec. 26. AS 45.12.303(e) is amended to read: 02 (e) Subject to (d) [(b) - (d)] of this section and AS 45.09.407 , 03 (1) if a transfer is made that is made an event of default under a lease 04 agreement, the party to the lease contract not making the transfer, unless that party 05 waives the default or otherwise agrees, has the rights and remedies under 06 AS 45.12.501(b); 07 (2) if (1) of this subsection is not applicable and if a transfer is made 08 that is prohibited under a lease agreement or that materially impairs the prospect of 09 obtaining return performance by, materially changes the duty of, or materially increases 10 the burden or risk imposed on, the other party to the lease contract, unless the party 11 not making the transfer agrees at any time to the transfer in the lease contract or 12 otherwise, then, except as limited by contract, the transferor is liable to the party not 13 making the transfer for damages caused by the transfer to the extent that the damages 14 could not reasonably be prevented by the party not making the transfer, and a court 15 having jurisdiction may grant other appropriate relief, including cancellation of the 16 lease contract or an injunction against the transfer. 17 * Sec. 27. AS 45.12.303(i) is amended to read: 18 (i) In this section, "creation of a security interest" includes the sale of a lease 19 contract that is subject to AS 45.09, on secured transactions, by reason of 20 AS 45.09.109(a)(3) [AS 45.09.102(a)(2)]. 21 * Sec. 28. AS 45.12.307(b) is amended to read: 22 (b) Except as otherwise provided in (c) [AND (d)] of this section and in 23 AS 45.12.306 and 45.12.308, a creditor of a lessor takes subject to the lease contract 24 unless 25 (1) the creditor holds a lien that attached to the goods before the lease 26 contract became enforceable[; 27 (2) THE CREDITOR HOLDS A SECURITY INTEREST IN THE 28 GOODS AND THE LESSEE GAVE VALUE AND RECEIVED DELIVERY OF THE 29 GOODS WITH KNOWLEDGE OF THE SECURITY INTEREST; OR 30 (3) THE CREDITOR HOLDS IN THE GOODS A SECURITY 31 INTEREST THAT WAS PERFECTED UNDER AS 45.09.303 BEFORE THE LEASE
01 CONTRACT BECAME ENFORCEABLE]. 02 * Sec. 29. AS 45.12.307(c) is repealed and reenacted to read: 03 (c) Except as otherwise provided in AS 45.09.317, 45.09.321, and 45.09.323, 04 a lessee takes a leasehold interest subject to a security interest held by a creditor of the 05 lessor. 06 * Sec. 30. AS 45.12.309(j)(2) is amended to read: 07 (2) a "fixture filing" is the recording, in the office where a mortgage 08 on the real estate would be recorded, of a financing statement covering goods that are 09 or are to become fixtures and conforming to the requirements of AS 45.09.502(a) and 10 (b) [AS 45.09.402(f)]; 11 * Sec. 31. AS 45.12.303(b), 45.12.303(c), and 45.12.307(d) are repealed. 12 * Sec. 32. The uncodified law of the State of Alaska is amended by adding a new section 13 to read: 14 COURT RULE CHANGE. To the extent that they may allow the recovery of expenses 15 in a court action that are not allowed under Rule 79, Alaska Rules of Civil procedure, the 16 following sections have the effect of amending Rule 79, Alaska Rules of Civil procedure: 17 AS 45.09.607(d), 45.09.608(a)(1)(A), 45.09.615(a)(1), and 45.09.626(a)(3) and (4). 18 * Sec. 33. The uncodified law of the State of Alaska is amended by adding a new section 19 to read: 20 REGULATIONS. The Department of Natural Resources may proceed to adopt 21 regulations to implement this Act. The regulations take effect under AS 44.62 (Administrative 22 Procedure Act) but not before July 1, 2001. 23 * Sec. 34. The uncodified law of the State of Alaska is amended by adding a new section 24 to read: 25 APPLICABILITY. This Act does not apply to an action, case, or proceeding 26 commenced before July 1, 2001. 27 * Sec. 35. Except as provided in sec. 36 of this Act, this Act takes effect July 1, 2001. 28 * Sec. 36. Section 33 of this Act takes effect immediately under AS 01.10.070(c).