CSHB 239(FIN): "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(FIN) 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 is amended by adding a new chapter to read: 06 Chapter 29. Secured Transactions. 07 Article 1. General Provisions. 08 Sec. 45.29.101. Short title. This chapter may be cited as Uniform 09 Commercial Code - Secured Transactions. 10 Sec. 45.29.102. 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" has the meaning given in AS 45.05.102(a); 19 (7) "as-extracted collateral" means 20 (A) oil, gas, or other minerals that are subject to a security 21 interest that 22 (i) is created by a debtor having an interest in the 23 minerals before extraction; and 24 (ii) attaches to the minerals as extracted; or 25 (B) accounts arising out of the sale at the wellhead or minehead 26 of oil, gas, or other minerals in which the debtor had an interest before 27 extraction; 28 (8) "authenticate" means to 29 (A) sign; or 30 (B) execute or otherwise adopt a symbol, or to encrypt or 31 similarly process a record in whole or in part, with the present intent of the
01 authenticating person to identify the person and adopt or accept a record; 02 (9) "bank" means an organization that is engaged in the business of 03 banking, including a savings bank, savings and loan association, credit union, and trust 04 company; 05 (10) "beneficiary" has the meaning given in AS 45.05.102(a); 06 (11) "broker" has the meaning given in AS 45.08.102(a); 07 (12) "cash proceeds" means proceeds that are money, checks, deposit 08 accounts, or the like; 09 (13) "certificated security" has the meaning given in AS 45.08.102(a); 10 (14) "certificate of title" means a certificate of title with respect to 11 which a statute provides for the security interest in question to be indicated on the 12 certificate as a condition or result of the security interest's obtaining priority over the 13 rights of a lien creditor with respect to the collateral; 14 (15) "chattel paper" means a record or records that evidence both a 15 monetary obligation and a security interest in specific goods, a security interest in 16 specific goods and software used in the goods, a security interest in specific goods and 17 license of software used in the goods, a lease of specific goods, or a lease of specific 18 goods and license of software used in the goods, except that "chattel paper" does not 19 include charters or other contracts involving the use or hire of a vessel, or records that 20 evidence a right to payment arising out of the use of a credit or charge card or 21 information contained on or for use with the card; if a transaction is evidenced by 22 records that include an instrument or series of instruments, the group of records taken 23 together constitutes chattel paper; in this paragraph, "monetary obligation" means a 24 monetary obligation secured by the goods or owed under a lease of the goods, and 25 includes a monetary obligation with respect to software used in the goods; 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 45.29.519(a); 18 (44) "filing office" means an office designated in AS 45.29.501 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 45.29.502(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 in 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, has the meaning 23 given in AS 45.05.102(a); 24 (B) security, has the meaning given in AS 45.08.201; 25 (60) "jurisdiction of organization," with respect to a registered 26 organization, means the jurisdiction under whose law the organization is organized; 27 (61) "lease," "lease agreement," "lease contract," "leasehold interest," 28 "lessee," "lessee in ordinary course of business," "lessor," and "lessor's residual 29 interest" have the meanings given in AS 45.12.103(a); 30 (62) "letter of credit" has the meaning given in AS 45.05.102(a); 31 (63) "letter-of-credit right" means a right to payment or performance
01 under a letter of credit whether or not the beneficiary has demanded or is at the time 02 entitled to demand payment or performance; the term does not include the right of a 03 beneficiary to demand payment or performance under a letter of credit; 04 (64) "lien creditor" means 05 (A) a creditor who has acquired a lien on the property involved 06 by attachment, levy, or the like; 07 (B) an assignee for benefit of creditors from the time of 08 assignment; 09 (C) a trustee in bankruptcy from the date of the filing of the 10 petition; or 11 (D) a receiver in equity from the time of appointment; 12 (65) "manufactured home" means a structure, transportable in one or 13 more sections, that, in the traveling mode, is eight body feet or more in width or 40 14 body feet or more in length, or, when erected on site, is 320 or more square feet, and 15 that is built on a permanent chassis and designed to be used as a dwelling with or 16 without a permanent foundation when connected to the required utilities, and includes 17 the plumbing, heating, air-conditioning, and electrical systems contained in the 18 structure; the term includes a structure that meets all of the requirements of this 19 paragraph except the size requirements and with respect to which the manufacturer 20 voluntarily files a certification required by the United States Secretary of Housing and 21 Urban Development and complies with the standards established under Title 42, United 22 States Code; 23 (66) "manufactured home transaction" means a secured transaction 24 (A) that creates a purchase money security interest in a 25 manufactured home, other than a manufactured home held as inventory; or 26 (B) in which a manufactured home, other than a manufactured 27 home held as inventory, is the primary collateral; 28 (67) "merchant" has the meaning given in AS 45.02.104(a); 29 (68) "mortgage" means a consensual interest in real property, including 30 fixtures, that secures payment or performance of an obligation; 31 (69) "negotiable instrument" has the meaning given in AS 45.03.104;
01 (70) "new debtor" means a person who becomes bound as debtor under 02 AS 45.29.203(d) by a security agreement previously entered into by another person; 03 (71) "new value" means (A) money, (B) money's worth in property, 04 services, or new credit; or (C) release by a transferee of an interest in property 05 previously transferred to the transferee; the term does not include an obligation 06 substituted for another obligation; 07 (72) "nominated person" has the meaning given in AS 45.05.102(a); 08 (73) "noncash proceeds" means proceeds other than cash proceeds; 09 (74) "note" has the meaning given in AS 45.03.104; 10 (75) "obligor" means a person who, with respect to an obligation 11 secured by a security interest in or an agricultural lien on the collateral; (A) owes 12 payment or other performance of the obligation; (B) has provided property other than 13 the collateral to secure payment or other performance of the obligation; or (C) is 14 otherwise accountable in whole or in part for payment or other performance of the 15 obligation; the term does not include issuers or nominated persons under a letter of 16 credit; 17 (76) "original debtor," except as used in AS 45.29.310(c), means a 18 person who, as debtor, entered into a security agreement to which a new debtor has 19 become bound under AS 45.29.203(d); 20 (77) "payment intangible" means a general intangible under which the 21 account debtor's principal obligation is a monetary obligation; 22 (78) "person related to," with respect to an 23 (A) individual, means 24 (i) the spouse of the individual; 25 (ii) a brother, brother-in-law, sister, or sister-in-law of 26 the individual; 27 (iii) an ancestor or lineal descendant of the individual or 28 the individual's spouse; or 29 (iv) another relative, by blood or marriage, of the 30 individual or the individual's spouse who shares the same home with the 31 individual;
01 (B) an organization, means 02 (i) a person directly or indirectly controlling, controlled 03 by, or under common control with the organization; 04 (ii) an officer or director of, or a person performing 05 similar functions with respect to, the organization; 06 (iii) an officer or director of, or a person performing 07 similar functions with respect to, a person described in (i) of this 08 subparagraph; 09 (iv) the spouse of an individual described in (i), (ii), or 10 (iii) of this subparagraph; or 11 (v) an individual who is related by blood or marriage to 12 an individual described in (i), (ii), (iii), or (iv) of this subparagraph and 13 shares the same home with the individual; 14 (79) "proceeds," except as used in AS 45.29.609(b), means the 15 following property: 16 (A) whatever is acquired upon the sale, lease, license, exchange, 17 or other disposition of collateral; 18 (B) whatever is collected on, or distributed on account of, 19 collateral; 20 (C) rights arising out of collateral; 21 (D) to the extent of the value of collateral, claims arising out 22 of the loss, nonconformity, or interference with the use of, defects or 23 infringement of rights in, or damage to the collateral; or 24 (E) to the extent of the value of collateral and to the extent 25 payable to the debtor or the secured party, insurance payable by reason of the 26 loss or nonconformity of, defects or infringement of rights in, or damage to, the 27 collateral; 28 (80) "proceeds of the letter of credit" has the meaning given "proceeds 29 of a letter of credit" in AS 45.05.114(a); 30 (81) "promissory note" means an instrument that evidences a promise 31 to pay a monetary obligation, does not evidence an order to pay, and does not contain
01 an acknowledgment by a bank that the bank has received for deposit a sum of money 02 or funds; 03 (82) "proposal" means a record authenticated by a secured party that 04 includes the terms on which the secured party is willing to accept collateral in full or 05 partial satisfaction of the obligation it secures under AS 45.29.620 - 45.29.622; 06 (83) "prove" has the meaning given in AS 45.03.103(a); 07 (84) "public finance transaction" means a secured transaction in 08 connection with which 09 (A) debt securities are issued; 10 (B) all or a portion of the securities issued have an initial stated 11 maturity of at least 20 years; and 12 (C) the debtor, obligor, secured party, account debtor or other 13 person obligated on collateral, assignor or assignee of a secured obligation, or 14 assignor or assignee of a security interest is a state or a governmental unit of 15 a state; 16 (85) "pursuant to a commitment," with respect to an advance made or 17 other value given by a secured party, means in accordance with a secured party's 18 obligation, whether or not a subsequent event of default or other event not within the 19 secured party's control has relieved or may relieve the secured party from its 20 obligation; 21 (86) "record," except as used in "for record," "of record," "record or 22 legal title," and "record owner," means information that is inscribed on a tangible 23 medium or that is stored in an electronic or other medium and is retrievable in 24 perceivable form; 25 (87) "registered organization" means an organization organized solely 26 under the law of a single state or the United States and as to which the state or the 27 United States must maintain a public record showing the organization to have been 28 organized; 29 (88) "sale" has the meaning given in AS 45.02.106(a); 30 (89) "secondary obligor" means an obligor to the extent that 31 (A) the obligor's obligation is secondary; or
01 (B) the obligor has a right of recourse with respect to an 02 obligation secured by collateral against the debtor or another obligor, or 03 property of either; 04 (90) "secured party" means 05 (A) a person in whose favor a security interest is created or 06 provided for under a security agreement, whether or not an obligation to be 07 secured is outstanding; 08 (B) a person who holds an agricultural lien; 09 (C) a consignor; 10 (D) a person to which accounts, chattel paper, payment 11 intangibles, or promissory notes have been sold; 12 (E) a trustee, indenture trustee, agent, collateral agent, or other 13 representative in whose favor a security interest or agricultural lien is created 14 or provided for; or 15 (F) a person who holds a security interest arising under 16 AS 45.02.401, 45.02.505, 45.02.711(c), AS 45.04.210, AS 45.05.118, or 17 AS 45.12.508(e); 18 (91) "securities account" has the meaning given in AS 45.08.501(e); 19 (92) "securities intermediary" has the meaning given in 20 AS 45.08.102(a); 21 (93) "security" has the meaning given in AS 45.08.102(a); 22 (94) "security agreement" means an agreement that creates or provides 23 for a security interest; 24 (95) "security certificate" has the meaning given in AS 45.08.102(a); 25 (96) "security entitlement" has the meaning given in AS 45.08.102(a); 26 (97) "send," in connection with a record or notification, means to 27 (A) deposit in the mail, deliver for transmission, or transmit by 28 another usual means of communication, with postage or cost of transmission 29 provided for, addressed to an address reasonable under the circumstances; or 30 (B) cause the record or notification to be received within the 31 time that it would have been received if properly sent under (A) of this
01 paragraph; 02 (98) "software" means a computer program and supporting information 03 provided in connection with a transaction relating to the program; the term does not 04 include a computer program that is included in the definition of "goods"; 05 (99) "state" means a state of the United States, the District of 06 Columbia, Puerto Rico, the United States Virgin Islands, or a territory or insular 07 possession subject to the jurisdiction of the United States; 08 (100) "supporting obligation" means a letter-of-credit right or secondary 09 obligation that supports the payment or performance of an account, chattel paper, a 10 document, a general intangible, an instrument, or investment property; 11 (101) "tangible chattel paper" means chattel paper evidenced by a 12 record or records consisting of information that is inscribed on a tangible medium; 13 (102) "termination statement" means an amendment of a financing 14 statement that 15 (A) identifies by its file number the initial financing statement 16 to which it relates; and 17 (B) indicates either that it is a termination statement or that the 18 identified financing statement is no longer effective; 19 (103) "transmitting utility" means a person primarily engaged in the 20 business of 21 (A) operating a railroad, subway, street railway, or trolley bus; 22 (B) transmitting communications electrically, 23 electromagnetically, or by light; 24 (C) transmitting goods by pipeline or sewer; or 25 (D) transmitting or producing and transmitting electricity, steam, 26 gas, or water; 27 (104) "uncertificated security" has the meaning given in 28 AS 45.08.102(a). 29 (b) In addition, AS 45.01 contains general definitions and principles of 30 construction and interpretation applicable throughout this chapter. 31 Sec. 45.29.103. Purchase money security interest; application of payments;
01 burden of establishing. (a) In this section, 02 (1) "purchase money collateral" means goods or software that secures 03 a purchase money obligation incurred with respect to that collateral; and 04 (2) "purchase money obligation" means an obligation of an obligor 05 incurred as all or part of the price of the collateral or for value given to enable the 06 debtor to acquire rights in or the use of the collateral if the value is in fact so used. 07 (b) A security interest in goods is a purchase money security interest 08 (1) to the extent that the goods are purchase money collateral with 09 respect to that security interest; 10 (2) if the security interest is in inventory that is or was purchase money 11 collateral, to the extent that the security interest secures a purchase money obligation 12 incurred with respect to other inventory in which the secured party holds or held a 13 purchase money security interest; and 14 (3) to the extent that the security interest secures a purchase money 15 obligation incurred with respect to software in which the secured party holds or held 16 a purchase money security interest. 17 (c) A security interest in software is a purchase money security interest to the 18 extent that the security interest also secures a purchase money obligation incurred with 19 respect to goods in which the secured party holds or held a purchase money security 20 interest if the debtor acquired its interest in the software 21 (1) in an integrated transaction in which it acquired an interest in the 22 goods; and 23 (2) for the principal purpose of using the software in the goods. 24 (d) The security interest of a consignor in goods that are the subject of a 25 consignment is a purchase money security interest in inventory. 26 (e) In a transaction other than a consumer goods transaction, if the extent to 27 which a security interest is a purchase money security interest depends on the 28 application of a payment to a particular obligation, the payment must be applied 29 (1) in accordance with any reasonable method of application to which 30 the parties agree; 31 (2) in the absence of the parties' agreement to a reasonable method, in
01 accordance with an intention of the obligor manifested at or before the time of 02 payment; or 03 (3) in the absence of an agreement to a reasonable method and a timely 04 manifestation of the obligor's intention, in the following order: 05 (A) to obligations that are not secured; and 06 (B) if more than one obligation is secured, to obligations 07 secured by purchase money security interests in the order in which those 08 obligations were incurred. 09 (f) In a transaction, other than a consumer goods transaction, a purchase 10 money security interest does not lose its status as such even if 11 (1) the purchase money collateral also secures an obligation that is not 12 a purchase money obligation; 13 (2) collateral that is not purchase money collateral also secures the 14 purchase money obligation; or 15 (3) the purchase money obligation has been renewed, refinanced, 16 consolidated, or restructured. 17 (g) In a transaction other than a consumer goods transaction, a secured party 18 claiming a purchase money security interest has the burden of establishing the extent 19 to which the security interest is a purchase money security interest. 20 (h) The limitation of the rules in (e) - (g) of this section to transactions other 21 than consumer goods transactions is intended to leave to the court the determination 22 of the proper rules in consumer goods transactions. The court may not infer from that 23 limitation the nature of the proper rule in consumer goods transactions and may 24 continue to apply established approaches. 25 Sec. 45.29.104. Control of deposit account. (a) A secured party has control 26 of a deposit account if 27 (1) the secured party is the bank with which the deposit account is 28 maintained; 29 (2) the debtor, secured party, and bank have agreed in an authenticated 30 record that the bank will comply with instructions originated by the secured party 31 directing disposition of the funds in the deposit account without further consent by the
01 debtor; or 02 (3) the secured party becomes the bank's customer with respect to the 03 deposit account. 04 (b) A secured party that has satisfied (a) of this section has control even if the 05 debtor retains the right to direct the disposition of funds from the deposit account. 06 Sec. 45.29.105. Control of electronic chattel paper. A secured party has 07 control of electronic chattel paper if the record or records comprising the chattel paper 08 are created, stored, and assigned in such a manner that 09 (1) a single authoritative copy of the record or records exists that is 10 unique, identifiable, and, except as otherwise provided in (4) - (6) of this section, 11 unalterable; 12 (2) the authoritative copy identifies the secured party as the assignee 13 of the record or records; 14 (3) the authoritative copy is communicated to and maintained by the 15 secured party or its designated custodian; 16 (4) copies or revisions that add or change an identified assignee of the 17 authoritative copy can be made only with the participation of the secured party; 18 (5) each copy of the authoritative copy and any copy of a copy is 19 readily identifiable as a copy that is not the authoritative copy; and 20 (6) any revision of the authoritative copy is readily identifiable as an 21 authorized or unauthorized revision. 22 Sec. 45.29.106. Control of investment property. (a) A person has control 23 of a certificated security, uncertificated security, or security entitlement as provided in 24 AS 45.08.106. 25 (b) A secured party has control of a commodity contract if 26 (1) the secured party is the commodity intermediary with which the 27 commodity contract is carried; or 28 (2) the commodity customer, secured party, and commodity 29 intermediary have agreed that the commodity intermediary will apply any value 30 distributed on account of the commodity contract as directed by the secured party 31 without further consent by the commodity customer.
01 (c) A secured party having control of all security entitlements or commodity 02 contracts carried in a securities account or commodity account has control over the 03 securities account or commodity account. 04 Sec. 45.29.107. Control of letter-of-credit right. A secured party has control 05 of a letter-of-credit right to the extent of any right to payment or performance by the 06 issuer or a nominated person if the issuer or nominated person has consented to an 07 assignment of proceeds of the letter of credit under AS 45.05.114(c) or otherwise 08 applicable law or practice. 09 Sec. 45.29.108. Sufficiency of description. (a) Except as otherwise provided 10 in (c) - (e) of this section, a description of personal or real property is sufficient, 11 whether or not it is specific, if it reasonably identifies what is described. 12 (b) Except as otherwise provided in (d) of this section, a description of 13 collateral reasonably identifies the collateral if it identifies the collateral by 14 (1) specific listing; 15 (2) category; 16 (3) except as otherwise provided in (e) of this section, a type of 17 collateral defined in the code; 18 (4) quantity; 19 (5) computational or allocational formula or procedure; or 20 (6) except as otherwise provided in (c) of this section, another method 21 if the identity of the collateral is objectively determinable. 22 (c) A description of collateral as "all the debtor's assets" or "all the debtor's 23 personal property" or using words of similar import does not reasonably identify the 24 collateral. 25 (d) Except as otherwise provided in (e) of this section, a description of a 26 security entitlement, securities account, or commodity account is sufficient if it 27 describes 28 (1) the collateral by those terms or as investment property; or 29 (2) the underlying financial asset or commodity contract. 30 (e) A description only by type of collateral defined in the code is an 31 insufficient description of
01 (1) a commercial tort claim; or 02 (2) in a consumer transaction, consumer goods, a security entitlement, 03 a securities account, or a commodity account. 04 Sec. 45.29.109. Scope. (a) Except as otherwise provided in (c) and (d) of this 05 section, this chapter applies to 06 (1) a transaction, regardless of its form, that creates a security interest 07 in personal property or fixtures by contract; 08 (2) an agricultural lien; 09 (3) a sale of accounts, chattel paper, payment intangibles, or promissory 10 notes; 11 (4) a consignment; 12 (5) a security interest arising under AS 45.02.401, 45.02.505, 13 45.02.711(c), or AS 45.12.508(e), as provided in AS 45.29.110; and 14 (6) a security interest arising under AS 45.04.210 or AS 45.05.118. 15 (b) The application of this chapter to a security interest in a secured obligation 16 is not affected by the fact that the obligation is itself secured by a transaction or 17 interest to which this chapter does not apply. 18 (c) This chapter does not apply to the extent that 19 (1) a statute, regulation, or treaty of the United States preempts this 20 chapter; 21 (2) another statute of this state expressly governs the creation, 22 perfection, priority, or enforcement of a security interest created by this state or a 23 governmental unit of this state; 24 (3) a statute of another state, a foreign country, or a governmental unit 25 of another state or a foreign country, other than a statute generally applicable to 26 security interests, expressly governs creation, perfection, priority, or enforcement of 27 a security interest created by the state, country, or governmental unit; or 28 (4) the rights of a transferee beneficiary or nominated person under a 29 letter of credit are independent and superior under AS 45.05.114. 30 (d) This chapter does not apply to 31 (1) a landlord's lien, other than an agricultural lien;
01 (2) a lien, other than an agricultural lien, given by statute or other rule 02 of law for services or materials, but AS 45.29.333 applies with respect to priority of 03 the lien; 04 (3) an assignment of a claim for wages, salary, or other compensation 05 of an employee; 06 (4) a sale of accounts, chattel paper, payment intangibles, or promissory 07 notes as part of a sale of the business out of which they arose; 08 (5) an assignment of accounts, chattel paper, payment intangibles, or 09 promissory notes that is for the purpose of collection only; 10 (6) an assignment of a right to payment under a contract to an assignee 11 that is also obligated to perform under the contract; 12 (7) an assignment of a single account, payment intangible, or 13 promissory note to an assignee in full or partial satisfaction of a preexisting 14 indebtedness; 15 (8) a transfer of an interest in or an assignment of a claim under a 16 policy of insurance, other than an assignment by or to a health care provider of a 17 health care insurance receivable and any subsequent assignment of the right to 18 payment, but AS 45.29.315 and 45.29.322 apply with respect to proceeds and priorities 19 in proceeds; 20 (9) an assignment of a right represented by a judgment, other than a 21 judgment taken on a right to payment that was collateral; 22 (10) a right of recoupment or setoff, but 23 (A) AS 45.29.340 applies with respect to the effectiveness of 24 rights of recoupment or setoff against deposit accounts; and 25 (B) AS 45.29.404 applies with respect to defenses or claims of 26 an account debtor; 27 (11) the creation or transfer of an interest in or lien on real property, 28 including a lease or rents thereunder, except to the extent that provision is made for 29 (A) liens on real property in AS 45.29.203 and 45.29.308; 30 (B) fixtures in AS 45.29.334; 31 (C) fixture filings in AS 45.29.501, 45.29.502, 45.29.512,
01 45.29.516, and 45.29.519; and 02 (D) security agreements covering personal and real property in 03 AS 45.29.604; 04 (12) an assignment of a claim arising in tort, other than a commercial 05 tort claim, but AS 45.29.315 and 45.29.322 apply with respect to proceeds and 06 priorities in proceeds; or 07 (13) an assignment of a deposit account in a consumer transaction, but 08 AS 45.29.315 and 45.29.322 apply with respect to proceeds and priorities in proceeds. 09 Sec. 45.29.110. Security interests arising under AS 45.02 or AS 45.12. A 10 security interest arising under AS 45.02.401, 45.02.505, 45.02.711(c), or 11 AS 45.12.508(e) is subject to this chapter. However, until the debtor obtains 12 possession of the goods, 13 (1) the security interest is enforceable even if AS 45.29.203(b)(3) has 14 not been satisfied; 15 (2) filing is not required to perfect the security interest; 16 (3) the rights of the secured party after default by the debtor are 17 governed by AS 45.02 or AS 45.12; and 18 (4) the security interest has priority over a conflicting security interest 19 created by the debtor. 20 Article 2. Security Agreements; Security Interests. 21 Sec. 45.29.201. General effectiveness of security agreement. (a) Except as 22 otherwise provided in the code, a security agreement is effective according to its terms 23 between the parties, against purchasers of the collateral, and against creditors. 24 (b) A transaction subject to this chapter is subject to 25 (1) an applicable rule of law that establishes a different rule for 26 consumers; 27 (2) another statute or regulation that regulates the rates, charges, 28 agreements, and practices for loans, credit sales, or other extensions of credit; and 29 (3) consumer protection statutes or regulations. 30 (c) In case of conflict between this chapter and a rule of law, statute, or 31 regulation described in (b) of this section, the rule of law, statute, or regulation
01 controls. Failure to comply with a statute or regulation described in (b) of this section 02 has only the effect the statute or regulation specifies. 03 (d) This chapter does not 04 (1) validate a rate, charge, agreement, or practice that violates a rule 05 of law, statute, or regulation described in (b) of this section; or 06 (2) extend the application of the rule of law, statute, or regulation to 07 a transaction not otherwise subject to it. 08 Sec. 45.29.202. Title to collateral immaterial. Except as otherwise provided 09 with respect to consignments or sales of accounts, chattel paper, payment intangibles, 10 or promissory notes, the provisions of this chapter with regard to rights and obligations 11 apply whether title to collateral is in the secured party or the debtor. 12 Sec. 45.29.203. Attachment and enforceability of security interest; 13 proceeds; supporting obligations; formal requisites. (a) A security interest attaches 14 to collateral when it becomes enforceable against the debtor with respect to the 15 collateral unless an agreement expressly postpones the time of attachment. 16 (b) Except as otherwise provided in (c) - (i) of this section, a security interest 17 is enforceable against the debtor and third parties with respect to the collateral only 18 if 19 (1) value has been given; 20 (2) the debtor has rights in the collateral or the power to transfer rights 21 in the collateral to a secured party; and 22 (3) one of the following conditions is met: 23 (A) the debtor has authenticated a security agreement that 24 provides a description of the collateral and, if the security interest covers 25 timber to be cut, a description of the land concerned; 26 (B) the collateral is not a certificated security and is in the 27 possession of the secured party under AS 45.29.313 under the debtor's security 28 agreement; 29 (C) the collateral is a certificated security in registered form, 30 and the security certificate has been delivered to the secured party under 31 AS 45.08.301 under the debtor's security agreement; or
01 (D) the collateral is deposit accounts, electronic chattel paper, 02 investment property, or letter-of-credit rights, and the secured party has control 03 under AS 45.29.104, 45.29.105, 45.29.106, or 45.29.107 under the debtor's 04 security agreement. 05 (c) The provisions of (b) of this section are subject to 06 (1) AS 45.04.210 on the security interest of a collecting bank; 07 (2) AS 45.05.118 on the security interest of a letter-of-credit issuer or 08 nominated person; 09 (3) AS 45.29.110 on a security interest arising under AS 45.02 or 10 AS 45.12; and 11 (4) AS 45.29.206 on security interests in investment property. 12 (d) A person becomes bound as debtor by a security agreement entered into 13 by another person if, by operation of law other than this chapter or by contract, 14 (1) the security agreement becomes effective to create a security 15 interest in the person's property; or 16 (2) the person becomes generally obligated for the obligations of the 17 other person, including the obligation secured under the security agreement, and 18 acquires or succeeds to all or substantially all of the assets of the other person. 19 (e) If a new debtor becomes bound as debtor by a security agreement entered 20 into by another person, 21 (1) the agreement satisfies (b)(3) of this section with respect to existing 22 or after-acquired property of the new debtor to the extent the property is described in 23 the agreement; and 24 (2) another agreement is not necessary to make a security interest in 25 the property enforceable. 26 (f) The attachment of a security interest in collateral gives the secured party 27 the rights to proceeds provided by AS 45.29.315 and is also attachment of a security 28 interest in a supporting obligation for the collateral. 29 (g) The attachment of a security interest in a right to payment or performance 30 secured by a security interest or other lien on personal or real property is also 31 attachment of a security interest in the security interest, mortgage, or other lien.
01 (h) The attachment of a security interest in a securities account is also 02 attachment of a security interest in the security entitlement carried in the securities 03 account. 04 (i) The attachment of a security interest in a commodity account is also 05 attachment of a security interest in the commodity contracts carried in the commodity 06 account. 07 Sec. 45.29.204. After-acquired property; future advances. (a) Except as 08 otherwise provided in (b) of this section, a security agreement may create or provide 09 for a security interest in after-acquired collateral. 10 (b) A security interest does not attach under a term constituting an 11 after-acquired property clause to 12 (1) consumer goods, other than an accession when given as additional 13 security, unless the debtor acquires rights in them within 10 days after the secured 14 party gives value; or 15 (2) a commercial tort claim. 16 (c) A security agreement may provide that collateral secures, or that accounts, 17 chattel paper, payment intangibles, or promissory notes are sold in connection with, 18 future advances or other value, whether or not the advances or value are given 19 pursuant to a commitment. 20 Sec. 45.29.205. Use or disposition of collateral permissible. (a) A security 21 interest is not invalid or fraudulent against creditors solely because 22 (1) the debtor has the right or ability to 23 (A) use, commingle, or dispose of all or part of the collateral, 24 including returned or repossessed goods; 25 (B) collect, compromise, enforce, or otherwise deal with 26 collateral; 27 (C) accept the return of collateral or make repossessions; or 28 (D) use, commingle, or dispose of proceeds; or 29 (2) the secured party fails to require the debtor to account for proceeds 30 or replace collateral. 31 (b) This section does not relax the requirements of possession if attachment,
01 perfection, or enforcement of a security interest depends upon possession of the 02 collateral by the secured party. 03 Sec. 45.29.206. Security interest arising in purchase or delivery of financial 04 asset. (a) A security interest in favor of a securities intermediary attaches to a 05 person's security entitlement if 06 (1) the person buys a financial asset through the securities intermediary 07 in a transaction in which the person is obligated to pay the purchase price to the 08 securities intermediary at the time of the purchase; and 09 (2) the securities intermediary credits the financial asset to the buyer's 10 securities account before the buyer pays the securities intermediary. 11 (b) The security interest described in (a) of this section secures the person's 12 obligation to pay for the financial asset. 13 (c) A security interest in favor of a person who delivers a certificated security 14 or other financial asset represented by a writing attaches to the security or other 15 financial asset if 16 (1) the security or other financial asset 17 (A) in the ordinary course of business, is transferred by delivery 18 with any necessary endorsement or assignment; and 19 (B) is delivered under an agreement between persons in the 20 business of dealing with such securities or financial assets; and 21 (2) the agreement calls for delivery against payment. 22 (d) The security interest described in (c) of this section secures the obligation 23 to make payment for the delivery. 24 Sec. 45.29.207. Rights and duties of secured party having possession or 25 control of collateral. (a) Except as otherwise provided in (d) of this section, a 26 secured party shall use reasonable care in the custody and preservation of collateral in 27 the secured party's possession. In the case of chattel paper or an instrument, 28 reasonable care includes taking necessary steps to preserve rights against prior parties 29 unless otherwise agreed. 30 (b) Except as otherwise provided in (d) of this section, if a secured party has 31 possession of collateral,
01 (1) reasonable expenses, including the cost of insurance and payment 02 of taxes or other charges, incurred in the custody, preservation, use, or operation of the 03 collateral are chargeable to the debtor and are secured by the collateral; 04 (2) the risk of accidental loss or damage is on the debtor to the extent 05 of a deficiency in any effective insurance coverage; 06 (3) the secured party shall keep the collateral identifiable, but fungible 07 collateral may be commingled; and 08 (4) the secured party may use or operate the collateral 09 (A) for the purpose of preserving the collateral or its value; 10 (B) as permitted by an order of a court having competent 11 jurisdiction; or 12 (C) except in the case of consumer goods, in the manner and 13 to the extent agreed by the debtor. 14 (c) Except as otherwise provided in (d) of this section, a secured party having 15 possession of collateral or control of collateral under AS 45.29.104, 45.29.105, 16 45.29.106, or 45.29.107 17 (1) may hold as additional security any proceeds, except money or 18 funds, received from the collateral; 19 (2) shall apply money or funds received from the collateral to reduce 20 the secured obligation unless remitted to the debtor; and 21 (3) may create a security interest in the collateral. 22 (d) If the secured party is a buyer of accounts, chattel paper, payment 23 intangibles, or promissory notes or a consignor, 24 (1) the provisions of (a) of this section do not apply unless the secured 25 party is entitled under an agreement 26 (A) to charge back uncollected collateral; or 27 (B) otherwise to full or limited recourse against the debtor or 28 a secondary obligor based on the nonpayment or other default of an account 29 debtor or other obligor on the collateral; and 30 (2) the provisions of (b) and (c) of this section do not apply. 31 Sec. 45.29.208. Additional duties of secured party having control of
01 collateral. (a) This section applies to a case in which there is no outstanding secured 02 obligation and the secured party is not committed to make advances, incur obligations, 03 or otherwise give value. 04 (b) Within 10 days after receiving an authenticated demand by the debtor a 05 secured party 06 (1) having control of a deposit account under AS 45.29.104(a)(2) shall 07 send to the bank with which the deposit account is maintained an authenticated 08 statement that releases the bank from further obligation to comply with instructions 09 originated by the secured party; 10 (2) having control of a deposit account under AS 45.29.104(a)(3) shall 11 (A) pay the debtor the balance on deposit in the deposit 12 account; or 13 (B) transfer the balance on deposit into a deposit account in the 14 debtor's name; 15 (3) other than a buyer, having control of electronic chattel paper under 16 AS 45.29.105 shall 17 (A) communicate the authoritative copy of the electronic chattel 18 paper to the debtor or its designated custodian; 19 (B) if the debtor designates a custodian that is the designated 20 custodian with which the authoritative copy of the electronic chattel paper is 21 maintained for the secured party, communicate to the custodian an 22 authenticated record releasing the designated custodian from further obligation 23 to comply with instructions originated by the secured party and instructing the 24 custodian to comply with instructions originated by the debtor; and 25 (C) take appropriate action to enable the debtor or its designated 26 custodian to make copies of or revisions to the authoritative copy that add or 27 change an identified assignee of the authoritative copy without the consent of 28 the secured party; 29 (4) having control of investment property under AS 45.08.106(d)(2) or 30 AS 45.29.106(b) shall send to the securities intermediary or commodity intermediary 31 with which the security entitlement or commodity contract is maintained an
01 authenticated record that releases the securities intermediary or commodity 02 intermediary from further obligation to comply with entitlement orders or directions 03 originated by the secured party; and 04 (5) having control of a letter-of-credit right under AS 45.29.107 shall 05 send to each person having an unfulfilled obligation to pay or deliver proceeds of the 06 letter of credit to the secured party an authenticated release from further obligation to 07 pay or deliver proceeds of the letter of credit to the secured party. 08 Sec. 45.29.209. Duties of secured party if account debtor has been notified 09 of assignment. (a) Except as otherwise provided in (c) of this section, this section 10 applies to a case in which 11 (1) there is no outstanding secured obligation; and 12 (2) the secured party is not committed to make advances, incur 13 obligations, or otherwise give value. 14 (b) Within 10 days after receiving an authenticated demand by the debtor, a 15 secured party shall send to an account debtor that has received notification of an 16 assignment to the secured party as assignee under AS 45.29.406(a) an authenticated 17 record that releases the account debtor from further obligation to the secured party. 18 (c) This section does not apply to an assignment constituting the sale of an 19 account, chattel paper, or payment intangible. 20 Sec. 45.29.210. Request for accounting; request regarding list of collateral 21 or statement of account. (a) In this section, 22 (1) "request" means a record of a type described in (2), (3), or (4) of 23 this subsection; 24 (2) "request for an accounting" means a record authenticated by a 25 debtor requesting that the recipient provide an accounting of the unpaid obligations 26 secured by collateral and reasonably identifying the transaction or relationship that is 27 the subject of the request; 28 (3) "request regarding a list of collateral" means a record authenticated 29 by a debtor requesting that the recipient approve or correct a list of what the debtor 30 believes to be the collateral securing an obligation and reasonably identifying the 31 transaction or relationship that is the subject of the request;
01 (4) "request regarding a statement of account" means a record 02 authenticated by a debtor requesting that the recipient approve or correct a statement 03 indicating what the debtor believes to be the aggregate amount of unpaid obligations 04 secured by collateral as of a specified date and reasonably identifying the transaction 05 or relationship that is the subject of the request. 06 (b) Subject to (c) - (f) of this section, a secured party, other than a buyer of 07 accounts, chattel paper, payment intangibles, or promissory notes or a consignor, shall 08 comply with a request within 14 days after receipt 09 (1) in the case of a request for an accounting, by authenticating and 10 sending to the debtor an accounting; and 11 (2) in the case of a request regarding a list of collateral or a request 12 regarding a statement of account, by authenticating and sending to the debtor an 13 approval or correction. 14 (c) A secured party that claims a security interest in all of a particular type of 15 collateral owned by the debtor may comply with a request regarding a list of collateral 16 by sending to the debtor an authenticated record including a statement to that effect 17 within 14 days after receipt. 18 (d) A person who receives a request regarding a list of collateral, who claims 19 no interest in the collateral when the person receives the request, and who claimed an 20 interest in the collateral at an earlier time shall comply with the request within 14 days 21 after receipt by sending to the debtor an authenticated record 22 (1) disclaiming interest in the collateral; and 23 (2) if known to the recipient, providing the name and mailing address 24 of an assignee of or successor to the recipient's interest in the collateral. 25 (e) A person who receives a request for an accounting or a request regarding 26 a statement of account, who claims no interest in the obligations when the person 27 receives the request, and who claimed an interest in the obligations at an earlier time 28 shall comply with the request within 14 days after receipt by sending to the debtor an 29 authenticated record 30 (1) disclaiming interest in the obligations; and 31 (2) if known to the recipient, providing the name and mailing address
01 of an assignee of or successor to the recipient's interest in the obligations. 02 (f) A debtor is entitled without charge to one response to a request under this 03 section during a six-month period. The secured party may require payment of a charge 04 not exceeding $25 for each additional response. 05 Article 3. Perfection and Priority. 06 Sec. 45.29.301. Law governing perfection and priority of security interests. 07 Except as otherwise provided in AS 45.29.303 - 45.29.306, the following rules 08 determine the law governing perfection, the effect of perfection or nonperfection, and 09 the priority of a security interest in collateral: 10 (1) except as otherwise provided in this section, while a debtor is 11 located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect 12 of perfection or nonperfection, and the priority of a security interest in collateral; 13 (2) while collateral is located in a jurisdiction, the local law of that 14 jurisdiction governs perfection, the effect of perfection or nonperfection, and the 15 priority of a possessory security interest in that collateral; 16 (3) except as otherwise provided in (4) of this section, while negotiable 17 documents, goods, instruments, money, or tangible chattel paper is located in a 18 jurisdiction, the local law of that jurisdiction governs 19 (A) perfection of a security interest in the goods by filing a 20 fixture filing; 21 (B) perfection of a security interest in timber to be cut; and 22 (C) the effect of perfection or nonperfection and the priority of 23 a nonpossessory security interest in the collateral; 24 (4) the local law of the jurisdiction in which the wellhead or minehead 25 is located governs perfection, the effect of perfection or nonperfection, and the priority 26 of a security interest in as-extracted collateral. 27 Sec. 45.29.302. Law governing perfection and priority of agricultural liens. 28 While farm products are located in a jurisdiction, the local law of that jurisdiction 29 governs perfection, the effect of perfection or nonperfection, and the priority of an 30 agricultural lien on the farm products. 31 Sec. 45.29.303. Law governing perfection and priority of security interests
01 in goods covered by a certificate of title. (a) This section applies to goods covered 02 by a certificate of title even if there is no other relationship between the jurisdiction 03 under whose certificate of title the goods are covered and the goods or the debtor. 04 (b) Goods become covered by a certificate of title when a valid application for 05 the certificate of title and the applicable fee are delivered to the appropriate authority. 06 Goods cease to be covered by a certificate of title at the earlier of the time 07 (1) the certificate of title ceases to be effective under the law of the 08 issuing jurisdiction; or 09 (2) the goods become covered subsequently by a certificate of title 10 issued by another jurisdiction. 11 (c) The local law of the jurisdiction under whose certificate of title the goods 12 are covered governs perfection, the effect of perfection or nonperfection, and the 13 priority of a security interest in goods covered by a certificate of title from the time 14 the goods become covered by the certificate of title until the goods cease to be covered 15 by the certificate of title. 16 Sec. 45.29.304. Law governing perfection and priority of security interests 17 in deposit accounts. (a) The local law of a bank's jurisdiction governs perfection, 18 the effect of perfection or nonperfection, and the priority of a security interest in a 19 deposit account maintained with that bank. 20 (b) The following rules determine a bank's jurisdiction for purposes of 21 AS 45.29.301 - 45.29.342: 22 (1) if an agreement between the bank and the debtor governing the 23 deposit account expressly provides that a particular jurisdiction is the bank's 24 jurisdiction for purposes of AS 45.29.301 - 45.29.342, this chapter, or the code, that 25 jurisdiction is the bank's jurisdiction; 26 (2) if (1) of this subsection does not apply and an agreement between 27 the bank and its customer governing the deposit account expressly provides that the 28 agreement is governed by the law of a particular jurisdiction, that jurisdiction is the 29 bank's jurisdiction; 30 (3) if neither (1) nor (2) of this subsection applies and an agreement 31 between the bank and its customer governing the deposit account expressly provides
01 that the deposit account is maintained at an office in a particular jurisdiction, that 02 jurisdiction is the bank's jurisdiction; 03 (4) if (1), (2), or (3) of this subsection does not apply, the bank's 04 jurisdiction is the jurisdiction in which the office identified in an account statement as 05 the office serving the customer's account is located; 06 (5) if (1), (2), (3), or (4) of this subsection does not apply, the bank's 07 jurisdiction is the jurisdiction in which the chief executive office of the bank is 08 located. 09 Sec. 45.29.305. Law governing perfection and priority of security interests 10 in investment property. (a) Except as otherwise provided in (c) of this section, the 11 following rules apply: 12 (1) while a security certificate is located in a jurisdiction, the local law 13 of that jurisdiction governs perfection, the effect of perfection or nonperfection, and 14 the priority of a security interest in the certificated security represented by the security 15 certificate; 16 (2) the local law of the issuer's jurisdiction as specified in 17 AS 45.08.110 governs perfection, the effect of perfection or nonperfection, and the 18 priority of a security interest in an uncertificated security; 19 (3) the local law of the securities intermediary's jurisdiction as specified 20 in AS 45.08.110(e) governs perfection, the effect of perfection or nonperfection, and 21 the priority of a security interest in a security entitlement or securities account; 22 (4) the local law of the commodity intermediary's jurisdiction governs 23 perfection, the effect of perfection or nonperfection, and the priority of a security 24 interest in a commodity contract or commodity account. 25 (b) The following rules determine a commodity intermediary's jurisdiction for 26 purposes of AS 45.29.301 - 45.29.342: 27 (1) if an agreement between the commodity intermediary and 28 commodity customer governing the commodity account expressly provides that a 29 particular jurisdiction is the commodity intermediary's jurisdiction for purposes of 30 AS 45.29.301 - 45.29.342, this chapter, or the code, that jurisdiction is the commodity 31 intermediary's jurisdiction;
01 (2) if (1) of this subsection does not apply and an agreement between 02 the commodity intermediary and commodity customer governing the commodity 03 account expressly provides that the agreement is governed by the law of a particular 04 jurisdiction, that jurisdiction is the commodity intermediary's jurisdiction; 05 (3) if neither (1) nor (2) of this subsection applies and an agreement 06 between the commodity intermediary and commodity customer governing the 07 commodity account expressly provides that the commodity account is maintained at 08 an office in a particular jurisdiction, that jurisdiction is the commodity intermediary's 09 jurisdiction; 10 (4) if (1), (2), or (3) of this subsection does not apply, the commodity 11 intermediary's jurisdiction is the jurisdiction in which the office identified in an 12 account statement as the office serving the commodity customer's account is located; 13 (5) if (1), (2), (3), or (4) of this subsection does not apply, the 14 commodity intermediary's jurisdiction is the jurisdiction in which the chief executive 15 office of the commodity intermediary is located. 16 (c) The local law of the jurisdiction in which the debtor is located governs 17 (1) perfection of a security interest in investment property by filing; 18 (2) automatic perfection of a security interest in investment property 19 created by a broker or securities intermediary; and 20 (3) automatic perfection of a security interest in a commodity contract 21 or commodity account created by a commodity intermediary. 22 Sec. 45.29.306. Law governing perfection and priority of security interests 23 in letter-of-credit rights. (a) Subject to (c) of this section, the local law of the 24 issuer's jurisdiction or a nominated person's jurisdiction governs perfection, the effect 25 of perfection or nonperfection, and the priority of a security interest in a letter-of-credit 26 right if the issuer's jurisdiction or nominated person's jurisdiction is a state. 27 (b) For purposes of AS 45.29.301 - 45.29.342, an issuer's jurisdiction or 28 nominated person's jurisdiction is the jurisdiction whose law governs the liability of 29 the issuer or nominated person with respect to the letter-of-credit right as provided in 30 AS 45.05.116. 31 (c) This section does not apply to a security interest that is perfected only
01 under AS 45.29.308(d). 02 Sec. 45.29.307. Location of debtor. (a) In this section, "place of business" 03 means a place where a debtor conducts its affairs. 04 (b) Except as otherwise provided in this section, the following rules determine 05 a debtor's location: 06 (1) a debtor who is an individual is located at the individual's principal 07 residence; 08 (2) a debtor that is an organization and has only one place of business 09 is located at its place of business; 10 (3) a debtor that is an organization and has more than one place of 11 business is located at its chief executive office. 12 (c) The provisions of (b) of this section apply only if a debtor's residence, 13 place of business, or chief executive office, as applicable, is located in a jurisdiction 14 whose law generally requires information concerning the existence of a nonpossessory 15 security interest to be made generally available in a filing, recording, or registration 16 system as a condition or result of the security interest's obtaining priority over the 17 rights of a lien creditor with respect to the collateral. If (b) of this section does not 18 apply, the debtor is located in the District of Columbia. 19 (d) A person who ceases to exist, have a residence, or have a place of business 20 continues to be located in the jurisdiction specified by (b) and (c) of this section. 21 (e) A registered organization that is organized under the law of a state is 22 located in that state. 23 (f) Except as otherwise provided in (i) of this section, a registered organization 24 that is organized under the law of the United States and a branch or agency of a bank 25 that is not organized under the law of the United States or a state are located 26 (1) in the state that the law of the United States designates if the law 27 designates a state of location; 28 (2) in the state that the registered organization, branch, or agency 29 designates if the law of the United States authorizes the registered organization, 30 branch, or agency to designate its state of location; or 31 (3) in the District of Columbia if neither (1) nor (2) of this subsection
01 applies. 02 (g) A registered organization continues to be located in the jurisdiction 03 specified by (e) or (f) of this section notwithstanding 04 (1) the suspension, revocation, forfeiture, or lapse of the registered 05 organization's status as such in its jurisdiction of organization; or 06 (2) the dissolution, winding up, or cancellation of the existence of the 07 registered organization. 08 (h) The United States is located in the District of Columbia. 09 (i) A branch or agency of a bank that is not organized under the law of the 10 United States or a state is located in the state in which the branch or agency is licensed 11 if all branches and agencies of the bank are licensed in only one state. 12 (j) A foreign air carrier, under the Federal Aviation Act of 1958, as amended, 13 is located at the designated office of the agent upon which service of process may be 14 made on behalf of the carrier. 15 (k) This section applies only for purposes of AS 45.29.301 - 45.29.342. 16 Sec. 45.29.308. When security interest or agricultural lien is perfected; 17 continuity of perfection. (a) Except as otherwise provided in this section and 18 AS 45.29.309, a security interest is perfected if it has attached and all of the applicable 19 requirements for perfection in AS 45.29.310 - 45.29.316 have been satisfied. A 20 security interest is perfected when it attaches if the applicable requirements are 21 satisfied before the security interest attaches. 22 (b) An agricultural lien is perfected if it has become effective and all of the 23 applicable requirements for perfection in AS 45.29.310 have been satisfied. An 24 agricultural lien is perfected when it becomes effective if the applicable requirements 25 are satisfied before the agricultural lien becomes effective. 26 (c) A security interest or agricultural lien is perfected continuously if it is 27 originally perfected by one method under this chapter and is later perfected by another 28 method under this chapter, without an intermediate period when it was unperfected. 29 (d) Perfection of a security interest in collateral also perfects a security interest 30 in a supporting obligation for the collateral. 31 (e) Perfection of a security interest in a right to payment or performance also
01 perfects a security interest in a security interest, mortgage, or other lien on personal 02 or real property securing the right. 03 (f) Perfection of a security interest in a securities account also perfects a 04 security interest in the security entitlements carried in the securities account. 05 (g) Perfection of a security interest in a commodity account also perfects a 06 security interest in the commodity contracts carried in the commodity account. 07 Sec. 45.29.309. Security interest perfected upon attachment. The following 08 security interests are perfected when they attach: 09 (1) a purchase money security interest in consumer goods, except as 10 otherwise provided in AS 45.29.311(b) with respect to consumer goods that are subject 11 to a statute or treaty described in AS 45.29.311(a); 12 (2) an assignment of accounts or payment intangibles that does not, by 13 itself or in conjunction with other assignments to the same assignee, transfer a 14 significant part of the assignor's outstanding accounts or payment intangibles; 15 (3) a sale of a payment intangible; 16 (4) a sale of a promissory note; 17 (5) a security interest created by the assignment of a health care 18 insurance receivable to the provider of the health care goods or services; 19 (6) a security interest arising under AS 45.02.401, 45.02.505, 20 45.02.711(c), or AS 45.12.508(e), until the debtor obtains possession of the collateral; 21 (7) a security interest of a collecting bank arising under AS 45.04.210; 22 (8) a security interest of an issuer or nominated person arising under 23 AS 45.05.118; 24 (9) a security interest arising in the delivery of a financial asset under 25 AS 45.29.206(c); 26 (10) a security interest in investment property created by a broker or 27 securities intermediary; 28 (11) a security interest in a commodity contract or a commodity 29 account created by a commodity intermediary; 30 (12) an assignment for the benefit of all creditors of the transferor and 31 subsequent transfers by the assignee thereunder; and
01 (13) a security interest created by an assignment of a beneficial interest 02 in a decedent's estate. 03 Sec. 45.29.310. When filing required to perfect security interest or 04 agricultural lien; security interests and agricultural liens to which filing provisions 05 do not apply. (a) Except as otherwise provided in (b) of this section and 06 AS 45.29.312(b), a financing statement must be filed to perfect all security interests 07 and agricultural liens. 08 (b) The filing of a financing statement is not necessary to perfect a security 09 interest 10 (1) that is perfected under AS 45.29.308(d), (e), (f), or (g); 11 (2) that is perfected under AS 45.29.309 when it attaches; 12 (3) in property subject to a statute, regulation, or treaty described in 13 AS 45.29.311(a); 14 (4) in goods in possession of a bailee that is perfected under 15 AS 45.29.312(d)(1) or (2); 16 (5) in certificated securities, documents, goods, or instruments that is 17 perfected without filing or possession under AS 45.29.312(e), (f), or (g); 18 (6) in collateral in the secured party's possession under AS 45.29.313; 19 (7) in a certificated security that is perfected by delivery of the security 20 certificate to the secured party under AS 45.29.313; 21 (8) in deposit accounts, electronic chattel paper, investment property, 22 or letter-of-credit rights that is perfected by control under AS 45.29.314; 23 (9) in proceeds that is perfected under AS 45.29.315; or 24 (10) that is perfected under AS 45.29.316. 25 (c) If a secured party assigns a perfected security interest or agricultural lien, 26 a filing under this chapter is not required to continue the perfected status of the 27 security interest against creditors of and transferees from the original debtor. 28 Sec. 45.29.311. Perfection of security interests in property subject to 29 certain statutes, regulations, and treaties. (a) Except as otherwise provided in (d) 30 of this section, the filing of a financing statement is not necessary or effective to 31 perfect a security interest in property subject to
01 (1) a statute, regulation, or treaty of the United States whose 02 requirements for a security interest's obtaining priority over the rights of a lien creditor 03 with respect to the property preempt AS 45.29.310(a); 04 (2) AS 28.10; however, during a period in which collateral is inventory 05 held for sale by a person who is in the business of selling goods of that kind, the filing 06 provisions of AS 45.29.501 - 45.29.527 apply to a security interest in that collateral 07 created by that person as debtor; or 08 (3) a certificate-of-title statute of another jurisdiction that provides for 09 a security interest to be indicated on the certificate as a condition or result of the 10 security interest's obtaining priority over the rights of a lien creditor with respect to the 11 property. 12 (b) Compliance with the requirements of a statute, regulation, or treaty 13 described in (a) of this section for obtaining priority over the rights of a lien creditor 14 is equivalent to the filing of a financing statement under this chapter. Except as 15 otherwise provided in (d) of this section, AS 45.29.313, and 45.29.316(d) and (e) for 16 goods covered by a certificate of title, a security interest in property subject to a 17 statute, regulation, or treaty described in (a) of this section may be perfected only by 18 compliance with those requirements, and a security interest so perfected remains 19 perfected notwithstanding a change in the use or transfer of possession of the 20 collateral. 21 (c) Except as otherwise provided in (d) of this section and AS 45.29.316(d) 22 and (e), duration and renewal of perfection of a security interest perfected by 23 compliance with the requirements prescribed by a statute, regulation, or treaty 24 described in (a) of this section are governed by the statute, regulation, or treaty. In 25 other respects, the security interest is subject to this chapter. 26 (d) During a period in which collateral subject to a statute specified in (a)(2) 27 of this section is inventory held for sale or lease by a person or leased by that person 28 as lessor and that person is in the business of selling goods of that kind, this section 29 does not apply to a security interest in that collateral created by that person. 30 Sec. 45.29.312. Perfection of security interests in chattel paper, deposit 31 accounts, documents, goods covered by documents, instruments, investment
01 property, letter-of-credit rights, and money; perfection by permissive filing; 02 temporary perfection without filing or transfer of possession. (a) A security 03 interest in chattel paper, negotiable documents, instruments, or investment property 04 may be perfected by filing. 05 (b) Except as otherwise provided in AS 45.29.315(c) and (d) for proceeds, 06 (1) a security interest in a deposit account may be perfected only by 07 control under AS 45.29.314; 08 (2) and except as otherwise provided in AS 45.29.308(d), a security 09 interest in a letter-of-credit right may be perfected only by control under AS 45.29.314; 10 and 11 (3) a security interest in money may be perfected only by the secured 12 party's taking possession under AS 45.29.313. 13 (c) While goods are in the possession of a bailee that has issued a negotiable 14 document covering the goods, a security interest 15 (1) in the goods may be perfected by perfecting a security interest in 16 the document; and 17 (2) perfected in the document has priority over a security interest that 18 becomes perfected in the goods by another method during that time. 19 (d) While goods are in the possession of a bailee that has issued a 20 nonnegotiable document covering the goods, a security interest in the goods may be 21 perfected by 22 (1) issuance of a document in the name of the secured party; 23 (2) the bailee's receipt of notification of the secured party's interest; or 24 (3) filing as to the goods. 25 (e) A security interest in certificated securities, negotiable documents, or 26 instruments is perfected without filing or the taking of possession for a period of 20 27 days from the time the security interest attaches to the extent that it arises for new 28 value given under an authenticated security agreement. 29 (f) A perfected security interest in a negotiable document or goods in 30 possession of a bailee, other than one that has issued a negotiable document for the 31 goods, remains perfected for 20 days without filing if the secured party makes
01 available to the debtor the goods or documents representing the goods for the purpose 02 of 03 (1) ultimate sale or exchange; or 04 (2) loading, unloading, storing, shipping, transshipping, manufacturing, 05 processing, or otherwise dealing with the goods or documents representing the goods 06 in a manner preliminary to their sale or exchange. 07 (g) A perfected security interest in a certificated security or instrument remains 08 perfected for 20 days without filing if the secured party delivers the security certificate 09 or instrument to the debtor for the purpose of 10 (1) ultimate sale or exchange; or 11 (2) presentation, collection, enforcement, renewal, or registration of 12 transfer. 13 (h) After the 20-day period specified in (e), (f), or (g) of this section expires, 14 perfection depends upon compliance with this chapter. 15 Sec. 45.29.313. When possession by or delivery to secured party perfects 16 security interest without filing. (a) Except as otherwise provided in (b) of this 17 section, a secured party may perfect a security interest in negotiable documents, goods, 18 instruments, money, or tangible chattel paper by taking possession of the collateral. 19 A secured party may perfect a security interest in certificated securities by taking 20 delivery of the certificated securities under AS 45.08.301. 21 (b) With respect to goods covered by a certificate of title issued by this state, 22 a secured party may perfect a security interest in the goods by taking possession of the 23 goods only in the circumstances described in AS 45.29.316(e). 24 (c) With respect to collateral other than certificated securities and goods 25 covered by a document, a secured party takes possession of collateral in the possession 26 of a person other than the debtor, the secured party, or a lessee of the collateral from 27 the debtor in the ordinary course of the debtor's business, when the person 28 (1) in possession authenticates a record acknowledging that the person 29 holds possession of the collateral for the secured party's benefit; or 30 (2) takes possession of the collateral after having authenticated a record 31 acknowledging that it will hold possession of collateral for the secured party's benefit.
01 (d) If perfection of a security interest depends upon possession of the collateral 02 by a secured party, perfection occurs no earlier than the time the secured party takes 03 possession and continues only while the secured party retains possession. 04 (e) A security interest in a certificated security in registered form is perfected 05 by delivery when delivery of the certificated security occurs under AS 45.08.301 and 06 remains perfected by delivery until the debtor obtains possession of the security 07 certificate. 08 (f) A person in possession of collateral is not required to acknowledge that it 09 holds possession for a secured party's benefit. 10 (g) If a person acknowledges that it holds possession for the secured party's 11 benefit, 12 (1) the acknowledgment is effective under (c) of this section or 13 AS 45.08.301(a), even if the acknowledgment violates the rights of a debtor; and 14 (2) unless the person otherwise agrees or law other than this chapter 15 otherwise provides, the person does not owe a duty to the secured party and is not 16 required to confirm the acknowledgment to another person. 17 (h) A secured party having possession of collateral does not relinquish 18 possession by delivering the collateral to a person other than the debtor or a lessee of 19 the collateral from the debtor in the ordinary course of the debtor's business if the 20 person was instructed before the delivery or is instructed contemporaneously with the 21 delivery to 22 (1) hold possession of the collateral for the secured party's benefit; or 23 (2) redeliver the collateral to the secured party. 24 (i) A secured party does not relinquish possession, even if a delivery under (h) 25 of this section violates the rights of a debtor. A person to whom collateral is delivered 26 under (h) of this section does not owe a duty to the secured party and is not required 27 to confirm the delivery to another person unless the person otherwise agrees or law 28 other than this chapter otherwise provides. 29 Sec. 45.29.314. Perfection by control. (a) A security interest in deposit 30 accounts, electronic chattel paper, investment property, or letter-of-credit rights, or may 31 be perfected by control of the collateral under AS 45.29.104, 45.29.105, 45.29.106, or
01 45.29.107. 02 (b) A security interest in deposit accounts, electronic chattel paper, or letter-of- 03 credit rights is perfected by control under AS 45.29.104, 45.29.105, or 45.29.107 when the 04 secured party obtains control and remains perfected by control only while the secured party 05 retains control. 06 (c) A security interest in investment property is perfected by control under 07 AS 45.29.106 from the time the secured party obtains control and remains perfected 08 by control until 09 (1) the secured party does not have control; and 10 (2) one of the following occurs: 11 (A) if the collateral is a certificated security, the debtor has or 12 acquires possession of the security certificate; 13 (B) if the collateral is an uncertificated security, the issuer has 14 registered or registers the debtor as the registered owner; or 15 (C) if the collateral is a security entitlement, the debtor is or 16 becomes the entitlement holder. 17 Sec. 45.29.315. Secured party's rights on disposition of collateral and in 18 proceeds. (a) Except as otherwise provided in this chapter, 19 (1) a security interest or agricultural lien continues in collateral 20 notwithstanding sale, lease, license, exchange, or other disposition of the security 21 interest or agricultural lien unless the secured party authorized the disposition free of 22 the security interest or agricultural lien; and 23 (2) a security interest attaches to any identifiable proceeds of collateral. 24 (b) Proceeds that are commingled with other property are identifiable proceeds 25 if the proceeds 26 (1) are goods, to the extent provided by AS 45.29.336; and 27 (2) are not goods, to the extent that the secured party identifies the 28 proceeds by a method of tracing, including application of equitable principles, that is 29 permitted under law other than this chapter with respect to commingled property of the 30 type involved. 31 (c) A security interest in proceeds is a perfected security interest if the security
01 interest in the original collateral was perfected. 02 (d) A perfected security interest in proceeds becomes unperfected on the 21st 03 day after the security interest attaches to the proceeds unless 04 (1) the following conditions are satisfied 05 (A) a filed financing statement covers the original collateral; 06 (B) the proceeds are collateral in which a security interest may 07 be perfected by filing in the office in which the financing statement has been 08 filed; and 09 (C) the proceeds are not acquired with cash proceeds; 10 (2) the proceeds are identifiable cash proceeds; or 11 (3) the security interest in the proceeds is perfected other than under 12 (c) of this section when the security interest attaches to the proceeds or within 20 days 13 thereafter. 14 (e) If a filed financing statement covers the original collateral, a security 15 interest in proceeds that remains perfected under (d)(1) of this section becomes 16 unperfected at the later of 17 (1) when the effectiveness of the filed financing statement lapses under 18 AS 45.29.515 or is terminated under AS 45.29.513; or 19 (2) the 21st day after the security interest attaches to the proceeds. 20 Sec. 45.29.316. Continued perfection of security interest following change 21 in governing law. (a) A security interest perfected under the law of the jurisdiction 22 designated in AS 45.29.301(1) or 45.29.305(c) remains perfected until the earliest of 23 (1) the time perfection would have ceased under the law of that 24 jurisdiction; 25 (2) the expiration of four months after a change of the debtor's location 26 to another jurisdiction; or 27 (3) the expiration of one year after a transfer of collateral to a person 28 who thereby becomes a debtor and is located in another jurisdiction. 29 (b) If a security interest described in (a) of this section becomes perfected 30 under the law of the other jurisdiction before the earliest time or event described in (a) 31 of this section, it remains perfected thereafter. If the security interest does not become
01 perfected under the law of the other jurisdiction before the earliest time or event, it 02 becomes unperfected and is considered never to have been perfected as against a 03 purchaser of the collateral for value. 04 (c) A possessory security interest in collateral, other than goods covered by a 05 certificate of title and as-extracted collateral consisting of goods, remains continuously 06 perfected if 07 (1) the collateral is located in one jurisdiction and subject to a security 08 interest perfected under the law of that jurisdiction; 09 (2) after the event described in (1) of this subsection occurs, the 10 collateral is brought into another jurisdiction; and 11 (3) upon entry into the other jurisdiction, the security interest is 12 perfected under the law of the other jurisdiction. 13 (d) Except as otherwise provided in (e) of this section, a security interest in 14 goods covered by a certificate of title that is perfected by a method under the law of 15 another jurisdiction when the goods become covered by a certificate of title from this 16 state remains perfected until the security interest would have become unperfected under 17 the law of the other jurisdiction had the goods not become so covered. 18 (e) A security interest described in (d) of this section becomes unperfected as 19 against a purchaser of the goods for value and is considered never to have been 20 perfected as against a purchaser of the goods for value if the applicable requirements 21 for perfection under AS 45.29.311(b) or 45.29.313 are not satisfied before the earlier 22 of 23 (1) the time the security interest would have become unperfected under 24 the law of the other jurisdiction had the goods not become covered by a certificate of 25 title from this state; or 26 (2) the expiration of four months after the goods had become so 27 covered. 28 (f) A security interest in deposit accounts, letter-of-credit rights, or investment 29 property that is perfected under the law of the bank's jurisdiction, the issuer's 30 jurisdiction, a nominated person's jurisdiction, the securities intermediary's jurisdiction, 31 or the commodity intermediary's jurisdiction, as applicable, remains perfected until the
01 earlier of 02 (1) the time the security interest would have become unperfected under 03 the law of that jurisdiction; or 04 (2) the expiration of four months after a change of the applicable 05 jurisdiction to another jurisdiction. 06 (g) If a security interest described in (f) of this section becomes perfected 07 under the law of the other jurisdiction before the earlier of the time or the end of the 08 period described in (f) of this section, it remains perfected thereafter. If the security 09 interest does not become perfected under the law of the other jurisdiction before the 10 earlier of that time or the end of that period, it becomes unperfected and is considered 11 never to have been perfected as against a purchaser of the collateral for value. 12 Sec. 45.29.317. Interests that take priority over or take free of security 13 interest or agricultural lien. (a) A security interest or agricultural lien is subordinate 14 to the rights of a person 15 (1) entitled to priority under AS 45.29.322; and 16 (2) except as otherwise provided in (e) of this section, that becomes a 17 lien creditor before the earlier of the time 18 (A) the security interest or agricultural lien is perfected; or 19 (B) a financing statement covering the collateral is filed. 20 (b) Except as otherwise provided in (e) of this section, a buyer, other than a 21 secured party, of tangible chattel paper, documents, goods, instruments, or a security 22 certificate takes free of a security interest or agricultural lien if the buyer gives value 23 and receives delivery of the collateral without knowledge of the security interest or 24 agricultural lien and before it is perfected. 25 (c) Except as otherwise provided in (e) of this section, a lessee of goods takes 26 free of a security interest or agricultural lien if the lessee gives value and receives 27 delivery of the collateral without knowledge of the security interest or agricultural lien 28 and before it is perfected. 29 (d) A licensee of a general intangible or a buyer, other than a secured party, 30 of accounts, electronic chattel paper, general intangibles, or investment property other 31 than a certificated security takes free of a security interest if the licensee or buyer
01 gives value without knowledge of the security interest and before it is perfected. 02 (e) Except as otherwise provided in AS 45.29.320 and 45.29.321, if a person 03 files a financing statement with respect to a purchase money security interest before 04 or within 20 days after the debtor receives delivery of the collateral, the security 05 interest takes priority over the rights of a buyer, lessee, or lien creditor that arise 06 between the time the security interest attaches and the time of filing. 07 Sec. 45.29.318. No interest retained in right to payment that is sold; rights 08 and title of seller of account or chattel paper with respect to creditors and 09 purchasers. (a) A debtor that has sold an account, chattel paper, payment intangible, 10 or promissory note does not retain a legal or equitable interest in the collateral sold. 11 (b) For purposes of determining the rights of creditors of, and purchasers for 12 value of an account or chattel paper from, a debtor that has sold an account or chattel 13 paper, while the buyer's security interest is unperfected, the debtor is considered to 14 have rights and title to the account or chattel paper identical to those the debtor sold. 15 Sec. 45.29.319. Rights and title of consignee with respect to creditors and 16 purchasers. (a) Except as otherwise provided in (b) of this section, for purposes of 17 determining the rights of creditors of, and purchasers for value of goods from, a 18 consignee, while the goods are in the possession of the consignee, the consignee is 19 considered to have rights and title to the goods identical to those the consignor had or 20 had power to transfer. 21 (b) For purposes of determining the rights of a creditor of a consignee, law 22 other than this chapter determines the rights and title of a consignee while goods are 23 in the consignee's possession if, under AS 45.29.301 - 45.29.342, a perfected security 24 interest held by the consignor would have priority over the rights of the creditor. 25 Sec. 45.29.320. Buyer of goods. (a) Except as otherwise provided in (e) of 26 this section, a buyer in ordinary course of business, other than a person buying farm 27 products from a person engaged in farming operations, takes free of a security interest 28 created by the buyer's seller, even if the security interest is perfected and the buyer 29 knows of its existence. 30 (b) Except as otherwise provided in (e) of this section, a buyer of goods from 31 a person who used or bought the goods for use primarily for personal, family, or
01 household purposes takes free of a security interest, even if perfected, if the buyer buys 02 (1) without knowledge of the security interest; 03 (2) for value; 04 (3) primarily for the buyer's personal, family, or household purposes; 05 and 06 (4) before the filing of a financing statement covering the goods. 07 (c) To the extent that it affects the priority of a security interest over a buyer 08 of goods under (b) of this section, the period of effectiveness of a filing made in the 09 jurisdiction in which the seller is located is governed by AS 45.29.316(a) and (b). 10 (d) A buyer in ordinary course of business buying oil, gas, or other minerals 11 at the wellhead or minehead or after extraction takes free of an interest arising out of 12 an encumbrance. 13 (e) The provisions of (a) and (b) of this section do not affect a security interest 14 in goods in the possession of the secured party under AS 45.29.313. 15 Sec. 45.29.321. Licensee of general intangible and lessee of goods in 16 ordinary course of business. (a) In this section, "licensee in ordinary course of 17 business" means a person who becomes a licensee of a general intangible in good 18 faith, without knowledge that the license violates the rights of another person in the 19 general intangible, and in the ordinary course from a person in the business of 20 licensing general intangibles of that kind. A person becomes a licensee in the ordinary 21 course if the license to the person comports with the usual or customary practices in 22 the kind of business in which the licensor is engaged or with the licensor's own usual 23 or customary practices. 24 (b) A licensee in ordinary course of business takes its rights under a 25 nonexclusive license free of a security interest in the general intangible created by the 26 licensor even if the security interest is perfected and the licensee knows of its 27 existence. 28 (c) A lessee in ordinary course of business takes its leasehold interest free of 29 a security interest in the goods created by the lessor even if the security interest is 30 perfected and the lessee knows of its existence. 31 Sec. 45.29.322. Priorities among conflicting security interests in and
01 agricultural liens on same collateral. (a) Except as otherwise provided in this 02 section, priority among conflicting security interests and agricultural liens in the same 03 collateral is determined according to the following rules: 04 (1) conflicting perfected security interests and agricultural liens rank 05 according to priority in time of filing or perfection; priority dates from the earlier of 06 the time a filing covering the collateral is first made or the security interest or 07 agricultural lien is first perfected if there is no period thereafter when there is neither 08 filing nor perfection; 09 (2) a perfected security interest or agricultural lien has priority over a 10 conflicting unperfected security interest or agricultural lien; 11 (3) the first security interest or agricultural lien to attach or become 12 effective has priority if conflicting security interests and agricultural liens are 13 unperfected. 14 (b) For the purposes of (a)(1) of this section, the time of filing or perfection 15 as to a security interest in collateral 16 (1) is also the time of filing or perfection as to a security interest in 17 proceeds; and 18 (2) supported by a supporting obligation is also the time of filing or 19 perfection as to a security interest in the supporting obligation. 20 (c) Except as otherwise provided in (f) of this section, a security interest in 21 collateral that qualifies for priority over a conflicting security interest under 22 AS 45.29.327, 45.29.328, 45.29.329, 45.29.330, or 45.29.331 also has priority over a 23 conflicting security interest in 24 (1) supporting obligation for the collateral; and 25 (2) proceeds of the collateral if 26 (A) the security interest in proceeds is perfected; 27 (B) the proceeds are cash proceeds or of the same type as the 28 collateral; and 29 (C) in the case of proceeds that are proceeds of proceeds, all 30 intervening proceeds are cash proceeds, proceeds of the same type as the 31 collateral, or an account relating to the collateral.
01 (d) Subject to (e) of this section and except as otherwise provided in (f) of this 02 section, if a security interest in chattel paper, deposit accounts, negotiable documents, 03 instruments, investment property, or letter-of-credit rights is perfected by a method 04 other than filing, conflicting perfected security interests in proceeds of the collateral 05 rank according to priority in time of filing. 06 (e) The provisions of (d) of this section apply only if the proceeds of the 07 collateral are not cash proceeds, chattel paper, negotiable documents, instruments, 08 investment property, or letter-of-credit rights. 09 (f) The provisions of (a) - (e) of this section are subject to 10 (1) the provisions of (g) of this section and the other provisions of 11 AS 45.29.301 - 45.29.342; 12 (2) AS 45.04.210 with respect to a security interest of a collecting 13 bank; 14 (3) AS 45.05.118 with respect to a security interest of an issuer or 15 nominated person; and 16 (4) AS 45.29.110 with respect to a security interest arising under 17 AS 45.02 or AS 45.12. 18 (g) A perfected agricultural lien on collateral has priority over a conflicting 19 security interest in or agricultural lien on the same collateral if the statute creating the 20 agricultural lien so provides. 21 Sec. 45.29.323. Future advances. (a) Except as otherwise provided in (c) of 22 this section, for purposes of determining the priority of a perfected security interest 23 under AS 45.29.322(a)(1), perfection of the security interest dates from the time an 24 advance is made to the extent that the security interest secures an advance that 25 (1) is made while the security interest is perfected only 26 (A) under AS 45.29.309 when it attaches; or 27 (B) temporarily under AS 45.29.312(e), (f), or (g); and 28 (2) not made pursuant to a commitment entered into before or while 29 the security interest is perfected by a method other than under AS 45.29.309 or 30 45.29.312(e), (f), or (g). 31 (b) Except as otherwise provided in (c) of this section, a security interest is
01 subordinate to the rights of a person who becomes a lien creditor to the extent that the 02 security interest secures an advance made more than 45 days after the person becomes 03 a lien creditor unless the advance is made 04 (1) without knowledge of the lien; or 05 (2) pursuant to a commitment entered into without knowledge of the 06 lien. 07 (c) The provisions of (a) and (b) of this section do not apply to a security 08 interest held by a secured party that is a buyer of accounts, chattel paper, payment 09 intangibles, or promissory notes or a consignor. 10 (d) Except as otherwise provided in (e) of this section, a buyer of goods other 11 than a buyer in ordinary course of business takes free of a security interest to the 12 extent that it secures advances made after the earlier of 13 (1) the time the secured party acquires knowledge of the buyer's 14 purchase; or 15 (2) 45 days after the purchase. 16 (e) The provisions of (d) of this section do not apply if the advance is made 17 pursuant to a commitment entered into without knowledge of the buyer's purchase and 18 before the expiration of the 45-day period. 19 (f) Except as otherwise provided in (g) of this section, a lessee of goods, other 20 than a lessee in ordinary course of business, takes the leasehold interest free of a 21 security interest to the extent that it secures advances made after the earlier of 22 (1) the time the secured party acquires knowledge of the lease; or 23 (2) 45 days after the lease contract becomes enforceable. 24 (g) The provisions of (f) of this section do not apply if the advance is made 25 pursuant to a commitment entered into without knowledge of the lease and before the 26 expiration of the 45-day period. 27 Sec. 45.29.324. Priority of purchase money security interests. (a) Except 28 as otherwise provided in (g) of this section, a perfected purchase money security 29 interest in goods other than inventory or livestock has priority over a conflicting 30 security interest in the same goods, and, except as otherwise provided in AS 45.29.327, 31 a perfected security interest in its identifiable proceeds also has priority if the purchase
01 money security interest is perfected when the debtor receives possession of the 02 collateral or within 20 days thereafter. 03 (b) Subject to (c) of this section and except as otherwise provided in (g) of this 04 section, a perfected purchase money security interest in inventory has priority over a 05 conflicting security interest in the same inventory, has priority over a conflicting 06 security interest in chattel paper or an instrument constituting proceeds of the inventory 07 and in proceeds of the chattel paper if so provided in AS 45.29.330, and, except as 08 otherwise provided in AS 45.29.327, also has priority in identifiable cash proceeds of 09 the inventory to the extent the identifiable cash proceeds are received on or before the 10 delivery of the inventory to a buyer if 11 (1) the purchase money security interest is perfected when the debtor 12 receives possession of the inventory; 13 (2) the purchase money secured party sends an authenticated 14 notification to the holder of the conflicting security interest; 15 (3) the holder of the conflicting security interest receives the 16 notification within five years before the debtor receives possession of the inventory; 17 and 18 (4) the notification states that the person sending the notification has 19 or expects to acquire a purchase money security interest in inventory of the debtor and 20 describes the inventory. 21 (c) The provisions of (b)(2) - (4) of this section apply only if the holder of the 22 conflicting security interest had filed a financing statement covering the same types of 23 inventory if the purchase money security interest is 24 (1) perfected by filing, before the date of the filing; or 25 (2) temporarily perfected without filing or possession under 26 AS 45.29.312(f) before the beginning of the 20-day period under AS 45.29.312(f). 27 (d) Subject to (e) of this section and except as otherwise provided in (g) of this 28 section, a perfected purchase money security interest in livestock that are farm 29 products has priority over a conflicting security interest in the same livestock, and, 30 except as otherwise provided in AS 45.29.327, a perfected security interest in their 31 identifiable proceeds and identifiable products in their unmanufactured states also has
01 priority if 02 (1) the purchase money security interest is perfected when the debtor 03 receives possession of the livestock; 04 (2) the purchase money secured party sends an authenticated 05 notification to the holder of the conflicting security interest; 06 (3) the holder of the conflicting security interest receives the 07 notification within six months before the debtor receives possession of the livestock; 08 and 09 (4) the notification states that the person sending the notification has 10 or expects to acquire a purchase money security interest in livestock of the debtor and 11 describes the livestock. 12 (e) The provisions of (d)(2) - (4) of this section apply only if the holder of the 13 conflicting security interest had filed a financing statement covering the same types of 14 livestock if the purchase money security interest is 15 (1) perfected by filing before the date of the filing; or 16 (2) temporarily perfected without filing or possession under 17 AS 45.29.312(f) before the beginning of the 20-day period under AS 45.29.312(f). 18 (f) Except as otherwise provided in (g) of this section, a perfected purchase- 19 money security interest in software has priority over a conflicting security interest in the same 20 collateral, and, except as otherwise provided in AS 45.29.327, a perfected security interest in 21 its identifiable proceeds also has priority to the extent that the purchase money security 22 interest in the goods in which the software was acquired for use has priority in the goods and 23 proceeds of the goods under this section. 24 (g) If more than one security interest qualifies for priority in the same 25 collateral under (a), (b), (d), or (f) of this section, 26 (1) a security interest securing an obligation incurred as all or part of 27 the price of the collateral has priority over a security interest securing an obligation 28 incurred for value given to enable the debtor to acquire rights in or the use of 29 collateral; and 30 (2) in all other cases, AS 45.29.322(a) applies to the qualifying security 31 interests.
01 Sec. 45.29.325. Priority of security interests in transferred collateral. (a) 02 Except as otherwise provided in (b) of this section, a security interest created by a 03 debtor is subordinate to a security interest in the same collateral created by another 04 person if 05 (1) the debtor acquired the collateral subject to the security interest 06 created by the other person; 07 (2) the security interest created by the other person was perfected when 08 the debtor acquired the collateral; and 09 (3) there is no period after the events described in (1) and (2) of this 10 subsection when the security interest is unperfected. 11 (b) The provisions of (a) of this section subordinate a security interest only if 12 the security interest 13 (1) otherwise would have priority solely under AS 45.29.322(a) or 14 45.29.324; or 15 (2) arose solely under AS 45.02.711(c) or AS 45.12.508(e). 16 Sec. 45.29.326. Priority of security interests created by new debtor. (a) 17 Subject to (b) of this section, a security interest created by a new debtor that is 18 perfected by a filed financing statement that is effective solely under AS 45.29.508 in 19 collateral in which a new debtor has or acquires rights is subordinate to a security 20 interest in the same collateral that is perfected other than by a financing statement that 21 is effective solely under AS 45.29.508. 22 (b) The other provisions of AS 45.29.301 - 45.29.342 determine the priority 23 among conflicting security interests in the same collateral perfected by filed financing 24 statements that are effective solely under AS 45.29.508. However, if the security 25 agreements to which a new debtor became bound as debtor were not entered into by 26 the same original debtor, the conflicting security interests rank according to priority 27 in time of the new debtor's having become bound. 28 Sec. 45.29.327. Priority of security interests in deposit account. The 29 following rules govern priority among conflicting security interests in the same deposit 30 account: 31 (1) a security interest held by a secured party having control of the
01 deposit account under AS 45.29.104 has priority over a conflicting security interest 02 held by a secured party that does not have control; 03 (2) except as otherwise provided in (3) and (4) of this section, security 04 interests perfected by control under AS 45.29.314 rank according to priority in time 05 of obtaining control; 06 (3) except as otherwise provided in (4) of this section, a security 07 interest held by the bank with which the deposit account is maintained has priority 08 over a conflicting security interest held by another secured party; 09 (4) a security interest perfected by control under AS 45.29.104(a)(3) 10 has priority over a security interest held by the bank with which the deposit account 11 is maintained. 12 Sec. 45.29.328. Priority of security interests in investment property. The 13 following rules govern priority among conflicting security interests in the same 14 investment property: 15 (1) a security interest held by a secured party having control of 16 investment property under AS 45.29.106 has priority over a security interest held by 17 a secured party that does not have control of the investment property; 18 (2) except as otherwise provided in (3) and (4) of this section, 19 conflicting security interests held by secured parties each of which has control under 20 AS 45.29.106 rank according to priority in time, if the collateral is 21 (A) a security, of obtaining control; 22 (B) a security entitlement carried in a securities account and if 23 the secured party obtained control 24 (i) under AS 45.08.106(d)(1), of the secured party's 25 becoming the person for which the securities account is maintained; 26 (ii) under AS 45.08.106(d)(2), of the securities 27 intermediary's agreement to comply with the secured party's entitlement 28 orders with respect to security entitlements carried or to be carried in 29 the securities account; or 30 (iii) through another person under AS 45.08.106(d)(3), 31 of the time on which priority would be based under this paragraph if
01 the other person were the secured party; or 02 (C) a commodity contract carried with a commodity 03 intermediary, of the satisfaction of the requirement for control specified in 04 AS 45.29.106(b)(2) with respect to commodity contracts carried or to be carried 05 with the commodity intermediary; 06 (3) a security interest held by a securities intermediary in a security 07 entitlement or a securities account maintained with the securities intermediary has 08 priority over a conflicting security interest held by another secured party; 09 (4) a security interest held by a commodity intermediary in a 10 commodity contract or a commodity account maintained with the commodity 11 intermediary has priority over a conflicting security interest held by another secured 12 party; 13 (5) a security interest in a certificated security in registered form that 14 is perfected by taking delivery under AS 45.29.313(a) and not by control under 15 AS 45.29.314 has priority over a conflicting security interest perfected by a method 16 other than control; 17 (6) conflicting security interests created by a broker, securities 18 intermediary, or commodity intermediary that are perfected without control under 19 AS 45.29.106 rank equally; 20 (7) in all other cases, priority among conflicting security interests in 21 investment property is governed by AS 45.29.322 and 45.29.323. 22 Sec. 45.29.329. Priority of security interests in letter-of-credit right. The 23 following rules govern priority among conflicting security interests in the same letter- 24 of-credit right: 25 (1) a security interest held by a secured party having control of the 26 letter-of-credit right under AS 45.29.107 has priority to the extent of its control over 27 a conflicting security interest held by a secured party that does not have control; 28 (2) security interests perfected by control under AS 45.29.314 rank 29 according to priority in time of obtaining control. 30 Sec. 45.29.330. Priority of purchaser of chattel paper or instrument. (a) 31 A purchaser of chattel paper has priority over a security interest in the chattel paper
01 that is claimed merely as proceeds of inventory subject to a security interest if 02 (1) in good faith and in the ordinary course of the purchaser's business, 03 the purchaser gives new value and takes possession of the chattel paper or obtains 04 control of the chattel paper under AS 45.29.105; and 05 (2) the chattel paper does not indicate that it has been assigned to an 06 identified assignee other than the purchaser. 07 (b) A purchaser of chattel paper has priority over a security interest in the 08 chattel paper that is claimed other than merely as proceeds of inventory subject to a 09 security interest if the purchaser gives new value and takes possession of the chattel 10 paper or obtains control of the chattel paper under AS 45.29.105 in good faith, in the 11 ordinary course of the purchaser's business, and without knowledge that the purchase 12 violates the rights of the secured party. 13 (c) Except as otherwise provided in AS 45.29.327, a purchaser having priority 14 in chattel paper under (a) or (b) of this section also has priority in proceeds of the 15 chattel paper to the extent that 16 (1) AS 45.29.322 provides for priority in the proceeds; or 17 (2) the proceeds consist of the specific goods covered by the chattel 18 paper or cash proceeds of the specific goods even if the purchaser's security interest 19 in the proceeds is unperfected. 20 (d) Except as otherwise provided in AS 45.29.331(a), a purchaser of an 21 instrument has priority over a security interest in the instrument perfected by a method 22 other than possession if the purchaser gives value and takes possession of the 23 instrument in good faith and without knowledge that the purchase violates the rights 24 of the secured party. 25 (e) For purposes of (a) and (b) of this section, the holder of a purchase money 26 security interest in inventory gives new value for chattel paper constituting proceeds 27 of the inventory. 28 (f) For purposes of (b) and (d) of this section, if chattel paper or an instrument 29 indicates that it has been assigned to an identified secured party other than the 30 purchaser, a purchaser of the chattel paper or instrument has knowledge that the 31 purchase violates the rights of the secured party.
01 Sec. 45.29.331. Priority of rights of purchasers of instruments, documents, 02 and securities under other chapters; priority of interests in financial assets and 03 security entitlements under AS 45.08. (a) This chapter does not limit the rights of 04 a holder in due course of a negotiable instrument, a holder to which a negotiable 05 document of title has been duly negotiated, or a protected purchaser of a security. 06 These holders or purchasers take priority over an earlier security interest, even if 07 perfected, to the extent provided in AS 45.03, AS 45.07, and AS 45.08. 08 (b) This chapter does not limit the rights of or impose liability on a person to 09 the extent that the person is protected against the assertion of a claim under AS 45.08. 10 (c) Filing under this chapter does not constitute notice of a claim or defense 11 to the holders, purchasers, or persons described in (a) and (b) of this section. 12 Sec. 45.29.332. Transfer of money; transfer of funds from deposit account. 13 (a) A transferee of money takes the money free of a security interest unless the 14 transferee acts in collusion with the debtor in violating the rights of the secured party. 15 (b) A transferee of funds from a deposit account takes the funds free of a 16 security interest in the deposit account unless the transferee acts in collusion with the 17 debtor in violating the rights of the secured party. 18 Sec. 45.29.333. Priority of certain liens arising by operation of law. (a) 19 In this section, "possessory lien" means an interest, other than a security interest or an 20 agricultural lien, 21 (1) that secures payment or performance of an obligation for services 22 or materials furnished with respect to goods by a person in the ordinary course of the 23 person's business; 24 (2) that is created by statute or rule of law in favor of the person; and 25 (3) whose effectiveness depends on the person's possession of the 26 goods. 27 (b) A possessory lien on goods has priority over a security interest in the 28 goods unless the lien is created by a statute that expressly provides otherwise. 29 Sec. 45.29.334. Priority of security interests in fixtures and crops. (a) A 30 security interest under this chapter may be created in goods that are fixtures or may 31 continue in goods that become fixtures. A security interest does not exist under this
01 chapter in ordinary building materials incorporated into an improvement on land. 02 (b) This chapter does not prevent creation of an encumbrance upon fixtures 03 under real property law. 04 (c) In cases not governed by (d) - (h) of this section, a security interest in 05 fixtures is subordinate to a conflicting interest of an encumbrancer or owner of the 06 related real property other than the debtor. 07 (d) Except as otherwise provided in (h) of this section, a perfected security 08 interest in fixtures has priority over a conflicting interest of an encumbrancer or owner 09 of the real property if the debtor has an interest of record in or is in possession of the 10 real property and 11 (1) the security interest is a purchase money security interest; 12 (2) the interest of the encumbrancer or owner arises before the goods 13 become fixtures; and 14 (3) the security interest is perfected by a fixture filing before the goods 15 become fixtures or within 20 days after the goods become fixtures. 16 (e) A perfected security interest in fixtures has priority over a conflicting 17 interest of an encumbrancer or owner of the real property if 18 (1) the debtor has an interest of record in the real property or is in 19 possession of the real property and the security interest 20 (A) is perfected by a fixture filing before the interest of the 21 encumbrancer or owner is of record; and 22 (B) has priority over any conflicting interest of a predecessor 23 in title of the encumbrancer or owner; 24 (2) before the goods become fixtures, the security interest is perfected 25 by a method permitted by this chapter and the fixtures are readily removable 26 (A) factory or office machines; 27 (B) equipment that is not primarily used or leased for use in the 28 operation of the real property; or 29 (C) replacements of domestic appliances that are consumer 30 goods; 31 (3) the conflicting interest is a lien on the real property obtained by
01 legal or equitable proceedings after the security interest was perfected by a method 02 permitted by this chapter; or 03 (4) the security interest is 04 (A) created in a manufactured home in a manufactured home 05 transaction; and 06 (B) perfected under a statute described in AS 45.29.311(a)(2). 07 (f) A security interest in fixtures, whether or not perfected, has priority over 08 a conflicting interest of an encumbrancer or owner of the real property if 09 (1) the encumbrancer or owner has, in an authenticated record, 10 consented to the security interest or disclaimed an interest in the goods as fixtures; or 11 (2) the debtor has a right to remove the goods as against the 12 encumbrancer or owner. 13 (g) The priority of the security interest under (f)(2) of this section continues 14 for a reasonable time if the debtor's right to remove the goods as against the 15 encumbrancer or owner terminates. 16 (h) A mortgage is a construction mortgage to the extent that it secures an 17 obligation incurred for the construction of an improvement on land, including the 18 acquisition cost of the land if a recorded mortgage so indicates. Except as otherwise 19 provided in (e) and (f) of this section, a security interest in fixtures is subordinate to 20 a construction mortgage if the mortgage is recorded before the goods become fixtures 21 and the goods become fixtures before the completion of the construction. A mortgage 22 has this priority to the same extent as a construction mortgage to the extent that it is 23 given to refinance a construction mortgage. 24 (i) A perfected security interest in crops growing on real property has priority 25 over a conflicting interest of an encumbrancer or owner of the real property if the 26 debtor has an interest of record in or is in possession of the real property. 27 (j) The provisions of (i) of this section prevail over an inconsistent statute 28 unless that statute contains an exemption that refers specifically to this section. 29 Sec. 45.29.335. Accessions. (a) A security interest may be created in an 30 accession and continues in collateral that becomes an accession. 31 (b) If a security interest is perfected when the collateral becomes an accession,
01 the security interest remains perfected in the collateral. 02 (c) Except as otherwise provided in (d) of this section, the other provisions of 03 AS 45.29.301 - 45.29.342 determine the priority of a security interest in an accession. 04 (d) A security interest in an accession is subordinate to a security interest in 05 the whole that is perfected by compliance with the requirements of a certificate of title 06 statute under AS 45.29.311(b). 07 (e) After default, subject to AS 45.29.601 - 45.29.628, a secured party may 08 remove an accession from other goods if the security interest in the accession has 09 priority over the claims of every person having an interest in the whole. 10 (f) A secured party that removes an accession from other goods under (e) of 11 this section shall promptly reimburse any holder of a security interest or other lien on, 12 or owner of, the whole or of the other goods, other than the debtor, for the cost of 13 repair of a physical injury to the whole or the other goods. The secured party need 14 not reimburse the holder or owner for any diminution in value of the whole or the 15 other goods caused by the absence of the accession removed or by any necessity for 16 replacing it. A person entitled to reimbursement may refuse permission to remove 17 until the secured party gives adequate assurance for the performance of the obligation 18 to reimburse. 19 Sec. 45.29.336. Commingled goods. (a) In this section, "commingled goods" 20 means goods that are physically united with other goods in a manner so that their 21 identity is lost in a product or mass. 22 (b) A security interest does not exist in commingled goods as such. However, 23 a security interest may attach to a product or mass that results when goods become 24 commingled goods. 25 (c) If collateral becomes commingled goods, a security interest attaches to the 26 product or mass. 27 (d) If a security interest in collateral is perfected before the collateral becomes 28 commingled goods, the security interest that attaches to the product or mass under (c) 29 of this section is perfected. 30 (e) Except as otherwise provided in (f) of this section, the other provisions of 31 AS 45.29.301 - 45.29.342 determine the priority of a security interest that attaches to
01 the product or mass under (c) of this section. 02 (f) If more than one security interest attaches to the product or mass under (c) 03 of this section, the following rules determine priority: 04 (1) a security interest that is perfected under (d) of this section has 05 priority over a security interest that is unperfected at the time the collateral becomes 06 commingled goods; 07 (2) if more than one security interest is perfected under (d) of this 08 section, the security interests rank equally in proportion to the value of the collateral 09 at the time it became commingled goods. 10 Sec. 45.29.337. Priority of security interests in goods covered by certificate 11 of title. If, while a security interest in goods is perfected by a method under the law 12 of another jurisdiction, this state issues a certificate of title that does not show that the 13 goods are subject to the security interest or contain a statement that the goods may be 14 subject to security interests not shown on the certificate, 15 (1) a buyer of the goods, other than a person in the business of selling 16 goods of that kind, takes free of the security interest if the buyer gives value and 17 receives delivery of the goods after issuance of the certificate and without knowledge 18 of the security interest; and 19 (2) the security interest is subordinate to a conflicting security interest 20 in the goods that attaches, and is perfected under AS 45.29.311(b) after issuance of the 21 certificate and without the conflicting secured party's knowledge of the security 22 interest. 23 Sec. 45.29.338. Priority of security interest or agricultural lien perfected 24 by filed financing statement providing certain incorrect information. If a security 25 interest or agricultural lien is perfected by a filed financing statement providing 26 information described in AS 45.29.516(b)(5) that is incorrect at the time the financing 27 statement is filed, 28 (1) the security interest or agricultural lien is subordinate to a 29 conflicting perfected security interest in the collateral to the extent that the holder of 30 the conflicting security interest gives value in reasonable reliance upon the incorrect 31 information; and
01 (2) a purchaser, other than a secured party, of the collateral takes free 02 of the security interest or agricultural lien to the extent that, in reasonable reliance 03 upon the incorrect information, the purchaser gives value and, in the case of chattel 04 paper, documents, goods, instruments, or a security certificate, receives delivery of the 05 collateral. 06 Sec. 45.29.339. Priority subject to subordination. This chapter does not 07 preclude subordination by agreement by a person entitled to priority. 08 Sec. 45.29.340. Effectiveness of right of recoupment or setoff against 09 deposit account. (a) Except as otherwise provided in (c) of this section, a bank with 10 which a deposit account is maintained may exercise a right of recoupment or setoff 11 against a secured party that holds a security interest in the deposit account. 12 (b) Except as otherwise provided in (c) of this section, the application of this 13 chapter to a security interest in a deposit account does not affect a right of recoupment 14 or setoff of the secured party as to a deposit account maintained with the secured 15 party. 16 (c) The exercise by a bank of a setoff against a deposit account is ineffective 17 against a secured party that holds a security interest in the deposit account that is 18 perfected by control under AS 45.29.104(a)(3) if the setoff is based on a claim against 19 the debtor. 20 Sec. 45.29.341. Bank's rights and duties with respect to deposit account. 21 Except as otherwise provided in AS 45.29.340(c), and unless the bank otherwise agrees 22 in an authenticated record, a bank's rights and duties with respect to a deposit account 23 maintained with the bank are not terminated, suspended, or modified by 24 (1) the creation, attachment, or perfection of a security interest in the 25 deposit account; 26 (2) the bank's knowledge of the security interest; or 27 (3) the bank's receipt of instructions from the secured party. 28 Sec. 45.29.342. Bank's right to refuse to enter into or disclose existence of 29 control agreement. This chapter does not require a bank to enter into an agreement 30 of the kind described in AS 45.29.104(a)(2), even if its customer so requests or directs. 31 A bank that has entered into such an agreement is not required to confirm the
01 existence of the agreement to another person unless requested to do so by its customer. 02 Article 4. Rights of Third Parties. 03 Sec. 45.29.401. Alienability of debtor's rights. (a) Except as otherwise 04 provided in (b) of this section and AS 45.29.406 - 45.29.409, whether a debtor's rights 05 in collateral may be voluntarily or involuntarily transferred is governed by law other 06 than this chapter. 07 (b) An agreement between the debtor and secured party that prohibits a 08 transfer of the debtor's rights in collateral or makes the transfer a default does not 09 prevent the transfer from taking effect. 10 Sec. 45.29.402. Secured party not obligated on contract of debtor or in 11 tort. The existence of a security interest, agricultural lien, or authority given to a 12 debtor to dispose of or use collateral, without more, does not subject a secured party 13 to liability in contract or tort for the debtor's acts or omissions. 14 Sec. 45.29.403. Agreement not to assert defenses against assignee. (a) In 15 this section, the issue of whether an assignment is taken for value is governed by the 16 provisions of AS 45.03.303(a). 17 (b) Except as otherwise provided in this section, an agreement between an 18 account debtor and an assignor not to assert against an assignee a claim or defense that 19 the account debtor may have against the assignor is enforceable by an assignee that 20 takes an assignment 21 (1) for value; 22 (2) in good faith; 23 (3) without notice of a claim of a property or possessory right to the 24 property assigned; and 25 (4) without notice of a defense or claim in recoupment of the type that 26 may be asserted against a person entitled to enforce a negotiable instrument under 27 AS 45.03.305(a). 28 (c) The provisions of (b) of this section do not apply to defenses of a type that 29 may be asserted against a holder in due course of a negotiable instrument under 30 AS 45.03.305(b). 31 (d) In a consumer transaction, if a record evidences the account debtor's
01 obligation, if law other than this chapter requires that the record include a statement 02 to the effect that the rights of an assignee are subject to claims or defenses that the 03 account debtor could assert against the original obligee, and if the record does not 04 include the statement, 05 (1) the record has the same effect as if the record included the a 06 statement; and 07 (2) the account debtor may assert against an assignee the claims and 08 defenses that would have been available if the record included the statement. 09 (e) This section is subject to law other than this chapter that establishes a 10 different rule for an account debtor who is an individual and who incurred the 11 obligation primarily for personal, family, or household purposes. 12 (f) Except as otherwise provided in (d) of this section, this section does not 13 displace law other than this chapter that gives effect to an agreement by an account 14 debtor not to assert a claim or defense against an assignee. 15 Sec. 45.29.404. Rights acquired by assignee; claims and defenses against 16 assignee. (a) Unless an account debtor has made an enforceable agreement not to 17 assert defenses or claims, and subject to (b) - (e) of this section, the rights of an 18 assignee are subject to 19 (1) all terms of the agreement between the account debtor and assignor 20 and a defense or claim in recoupment arising from the transaction that gave rise to the 21 contract; and 22 (2) any other defense or claim of the account debtor against the 23 assignor that accrues before the account debtor receives a notification of the 24 assignment authenticated by the assignor or the assignee. 25 (b) Subject to (c) of this section and except as otherwise provided in (d) of this 26 section, the claim of an account debtor against an assignor may be asserted against an 27 assignee under (a) of this section only to reduce the amount the account debtor owes. 28 (c) This section is subject to law other than this chapter that establishes a 29 different rule for an account debtor who is an individual and who incurred the 30 obligation primarily for personal, family, or household purposes. 31 (d) In a consumer transaction, if a record evidences the account debtor's
01 obligation, law other than this chapter requires that the record include a statement to 02 the effect that the account debtor's recovery against an assignee with respect to claims 03 and defenses against the assignor may not exceed amounts paid by the account debtor 04 under the record, and the record does not include the statement, the extent to which 05 a claim of an account debtor against the assignor may be asserted against an assignee 06 is determined as if the record included the statement. 07 (e) This section does not apply to an assignment of a health care insurance 08 receivable. 09 Sec. 45.29.405. Modification of assigned contract. (a) A modification of 10 or substitution for an assigned contract is effective against an assignee if made in good 11 faith. The assignee acquires corresponding rights under the modified or substituted 12 contract. The assignment may provide that the modification or substitution is a breach 13 of contract by the assignor. This subsection is subject to (b) - (d) of this section. 14 (b) The provisions of (a) of this section apply to the extent that the right to 15 payment or the right to partial payment 16 (1) under an assigned contract has not been fully earned by 17 performance; or 18 (2) has been fully earned by performance and the account debtor has 19 not received notification of the assignment under AS 45.29.406(a). 20 (c) This section is subject to law other than this chapter that establishes a 21 different rule for an account debtor who is an individual and who incurred the 22 obligation primarily for personal, family, or household purposes. 23 (d) This section does not apply to an assignment of a health care insurance 24 receivable. 25 Sec. 45.29.406. Discharge of account debtor; notification of assignment; 26 identification and proof of assignment; restrictions on assignment of accounts, 27 chattel paper, payment intangibles, and promissory notes ineffective. (a) Subject 28 to (b) - (i) of this section, an account debtor on an account, chattel paper, or a payment 29 intangible may discharge its obligation by paying the assignor until, but not after, the 30 account debtor receives a notification, authenticated by the assignor or the assignee, 31 that the amount due or to become due has been assigned and that payment is to be
01 made to the assignee. After receipt of the notification, the account debtor may 02 discharge its obligation by paying the assignee and may not discharge its obligation 03 by paying the assignor. 04 (b) Subject to (h) of this section, notification is ineffective under (a) of this 05 section 06 (1) if it does not reasonably identify the rights assigned; 07 (2) to the extent that an agreement between an account debtor and a 08 seller of a payment intangible limits the account debtor's duty to pay a person other 09 than the seller and the limitation is effective under law other than this chapter; or 10 (3) at the option of an account debtor, if the notification notifies the 11 account debtor to make less than the full amount of any installment or other periodic 12 payment to the assignee even if 13 (A) only a portion of the account, chattel paper, or payment 14 intangible has been assigned to that assignee; 15 (B) a portion has been assigned to another assignee; or 16 (C) the account debtor knows that the assignment to that 17 assignee is limited. 18 (c) Subject to (h) of this section, if requested by the account debtor, an 19 assignee shall seasonably furnish reasonable proof that the assignment has been made. 20 Unless the assignee complies, the account debtor may discharge its obligation by 21 paying the assignor even if the account debtor has received a notification under (a) of 22 this section. 23 (d) Except as otherwise provided in (e) of this section, AS 45.29.407, and 24 AS 45.12.303, and subject to (h) of this section, a term in an agreement between an 25 account debtor and an assignor or in a promissory note is ineffective to the extent that 26 it 27 (1) prohibits, restricts, or requires the consent of the account debtor or 28 person obligated on the promissory note to the assignment or transfer of, or the 29 creation, attachment, perfection, or enforcement of a security interest in, the account, 30 chattel paper, payment intangible, or promissory note; or 31 (2) provides that the assignment, transfer, creation, attachment,
01 perfection, or enforcement of the security interest may give rise to a default, breach, 02 right of recoupment, claim, defense, termination, right of termination, or remedy under 03 the account, chattel paper, payment intangible, or promissory note. 04 (e) The provisions of (d) of this section do not apply to the sale of a payment 05 intangible or promissory note. 06 (f) Except as otherwise provided in AS 45.12.303 and AS 45.29.407, and 07 subject to (h) and (i) of this section, a rule of law, statute, or regulation that prohibits, 08 restricts, or requires the consent of a government, a governmental body or official, or 09 an account debtor to the assignment or transfer of, or creation of a security interest in, 10 an account or chattel paper is ineffective to the extent that the rule of law, statute, or 11 regulation 12 (1) prohibits, restricts, or requires the consent of the government, 13 governmental body or official, or account debtor to the assignment or transfer of, or 14 the creation, attachment, perfection, or enforcement of a security interest in the account 15 or chattel paper; or 16 (2) provides that the assignment, transfer, creation, attachment, 17 perfection, or enforcement of the security interest may give rise to a default, breach, 18 right of recoupment, claim, defense, termination, right of termination, or remedy under 19 the account or chattel paper. 20 (g) Subject to (h) of this section, an account debtor may not waive or vary its 21 option under (b)(3) of this section. 22 (h) This section is subject to law other than this chapter that establishes a 23 different rule for an account debtor who is an individual and who incurred the 24 obligation primarily for personal, family, or household purposes. 25 (i) This section does not apply to an assignment of a health care insurance 26 receivable. 27 Sec. 45.29.407. Restrictions on creation or enforcement of security interest 28 in leasehold interest or in lessor's residual interest. (a) Except as otherwise 29 provided in (b) of this section, a term in a lease agreement is ineffective to the extent 30 that it 31 (1) prohibits, restricts, or requires the consent of a party to the lease
01 to the assignment, transfer, creation, attachment, perfection, or enforcement of a 02 security interest in an interest of a party under the lease contract or in the lessor's 03 residual interest in the goods; or 04 (2) provides that the assignment, transfer, creation, attachment, 05 perfection, or enforcement of the security interest may give rise to a default, breach, 06 right of recoupment, claim, defense, termination, right of termination, or remedy under 07 the lease. 08 (b) Except as otherwise provided in AS 45.12.303(g), a term described in 09 (a)(2) of this section is effective to the extent that there is 10 (1) a transfer by the lessee of the lessee's right of possession or use of 11 the goods in violation of the term; or 12 (2) a delegation of a material performance of either party to the lease 13 contract in violation of the term. 14 (c) The creation, attachment, perfection, or enforcement of a security interest 15 in the lessor's interest under the lease contract or the lessor's residual interest in the 16 goods is not a transfer that materially impairs the lessee's prospect of obtaining return 17 performance or materially changes the duty of or materially increases the burden or 18 risk imposed on the lessee within the purview of AS 45.12.303(d) unless, and then 19 only to the extent that, enforcement actually results in a delegation of material 20 performance of the lessor. 21 Sec. 45.29.408. Restrictions on assignment of promissory notes, health- 22 care-insurance receivables, and certain general intangibles ineffective. (a) Except as 23 otherwise provided in (b) of this section, a term in a promissory note or in an agreement 24 between an account debtor and a debtor that relates to a health care insurance receivable or 25 a general intangible, including a contract, permit, license, or franchise, and that prohibits, 26 restricts, or requires the consent of the person obligated on the promissory note or the account 27 debtor to the assignment or transfer of, or creation, attachment, or perfection of a security 28 interest in the promissory note, health care insurance receivable, or general intangible is 29 ineffective to the extent that the term 30 (1) would impair the creation, attachment, or perfection of a security 31 interest; or
01 (2) provides that the assignment, transfer, creation, attachment, or 02 perfection of the security interest may give rise to a default, breach, right of 03 recoupment, claim, defense, termination, right of termination, or remedy under the 04 promissory note, health care insurance receivable, or general intangible. 05 (b) The provisions of (a) of this section apply to a security interest in a 06 payment intangible or promissory note only if the security interest arises out of a sale 07 of the payment intangible or promissory note. 08 (c) A rule of law, statute, or regulation that prohibits, restricts, or requires the 09 consent of a government, a governmental body or official, a person obligated on a 10 promissory note, or an account debtor to the assignment or transfer of or creation of 11 a security interest in a promissory note, health care insurance receivable, or general 12 intangible, including a contract, permit, license, or franchise between an account debtor 13 and a debtor, is ineffective to the extent that the rule of law, statute, or regulation 14 (1) would impair the creation, attachment, or perfection of a security 15 interest; or 16 (2) provides that the assignment, transfer, creation, attachment, or 17 perfection of the security interest may give rise to a default, breach, right of 18 recoupment, claim, defense, termination, right of termination, or remedy under the 19 promissory note, health-care-insurance receivable, or general intangible. 20 (d) To the extent that a term in a promissory note or in an agreement between 21 an account debtor and a debtor that relates to a health care insurance receivable or 22 general intangible or a rule of law, statute, or regulation described in (c) of this section 23 would be effective under law other than this chapter but is ineffective under (a) or (c) 24 of this section, the creation, attachment, or perfection of a security interest in the 25 promissory note, health care insurance receivable, or general intangible 26 (1) is not enforceable against the person obligated on the promissory 27 note or the account debtor; 28 (2) does not impose a duty or obligation on the person obligated on the 29 promissory note or the account debtor; 30 (3) does not require the person obligated on the promissory note or the 31 account debtor to recognize the security interest, pay or render performance to the
01 secured party, or accept payment or performance from the secured party; 02 (4) does not entitle the secured party to use or assign the debtor's rights 03 under the promissory note, health care insurance receivable, or general intangible, 04 including related information or materials furnished to the debtor in the transaction 05 giving rise to the promissory note, health care insurance receivable, or general 06 intangible; 07 (5) does not entitle the secured party to use, assign, possess, or have 08 access to trade secrets or confidential information of the person obligated on the 09 promissory note or the account debtor; and 10 (6) does not entitle the secured party to enforce the security interest in 11 the promissory note, health care insurance receivable, or general intangible. 12 (e) This section prevails over inconsistent provisions of other statutes unless 13 the other statute contains an exemption that refers specifically to this section. 14 Sec. 45.29.409. Restrictions on assignment of letter-of-credit rights 15 ineffective. (a) A term in a letter of credit or a rule of law, statute, regulation, 16 custom, or practice applicable to the letter of credit that prohibits, restricts, or requires 17 the consent of an applicant, issuer, or nominated person to a beneficiary's assignment 18 of or creation of a security interest in a letter-of-credit right is ineffective to the extent 19 that the term or rule of law, statute, regulation, custom, or practice 20 (1) would impair the creation, attachment, or perfection of a security 21 interest in the letter-of-credit right; or 22 (2) provides that the assignment, transfer, creation, attachment, or 23 perfection of the security interest may give rise to a default, breach, right of 24 recoupment, claim, defense, termination, right of termination, or remedy under the 25 letter-of-credit right. 26 (b) To the extent that a term in a letter of credit is ineffective under (a) of this 27 section but would be effective under law other than this chapter or a custom or 28 practice applicable to the letter of credit, to the transfer of a right to draw or otherwise 29 demand performance under the letter of credit, or to the assignment of a right to 30 proceeds of the letter of credit, the creation, attachment, or perfection of a security 31 interest in the letter-of-credit right
01 (1) is not enforceable against the applicant, issuer, nominated person, 02 or transferee beneficiary; 03 (2) imposes no duties or obligations on the applicant, issuer, nominated 04 person, or transferee beneficiary; and 05 (3) does not require the applicant, issuer, nominated person, or 06 transferee beneficiary to recognize the security interest, pay or render performance to 07 the secured party, or accept payment or other performance from the secured party. 08 Article 5. Filing. 09 Sec. 45.29.501. Filing office. (a) Except as otherwise provided in (b) of this 10 section, if the law of this state governs perfection of a security interest or agricultural 11 lien, the office in which to file a financing statement to perfect the security interest or 12 agricultural lien is 13 (1) the office designated for the recording of a mortgage on the related 14 real property if 15 (A) the collateral is as-extracted collateral or timber to be cut; 16 or 17 (B) the financing statement is filed for record as a fixture filing 18 and the collateral is goods that are or are to become fixtures; or 19 (2) in all other cases, the central filing office of the Department of 20 Natural Resources established under AS 44.37.027, including a case in which the 21 collateral consists of goods that are or are to become fixtures and the financing 22 statement is not filed for record as a fixture filing. 23 (b) The office in which to file a financing statement to perfect a security 24 interest in collateral, including fixtures, of a transmitting utility is the central filing 25 office of the Department of Natural Resources established under AS 44.37.027. The 26 financing statement also constitutes a fixture filing as to the collateral indicated in the 27 financing statement that is or is to become fixtures. 28 Sec. 45.29.502. Contents of financing statement; mortgage as financing 29 statement; time of filing financing statement. (a) Subject to (b) of this section, a 30 financing statement is sufficient only if it 31 (1) provides the name of the debtor;
01 (2) provides the name of the secured party or a representative of the 02 secured party; and 03 (3) indicates the collateral covered by the financing statement. 04 (b) Except as otherwise provided in AS 45.29.501(b), to be sufficient, a 05 financing statement that covers as-extracted collateral or timber to be cut, or that is 06 filed as a fixture filing and covers goods that are or are to become fixtures, must 07 (1) satisfy (a) of this section; 08 (2) indicate that the financing statement covers this type of collateral; 09 (3) indicate that the financing statement is to be filed for record in the 10 real property records; 11 (4) provide a description of the real property to which the collateral is 12 related sufficient to give constructive notice of a mortgage under the law of this state 13 if the description were contained in the mortgage of the real property; and 14 (5) if the debtor does not have an interest of record in the real property, 15 provide the name of a record owner. 16 (c) A mortgage is effective from the date of recording as a financing statement 17 filed as a fixture filing or as a financing statement covering as-extracted collateral or 18 timber to be cut only if 19 (1) the mortgage indicates the goods or accounts that it covers; 20 (2) the goods are or are to become fixtures related to the real property 21 described in the mortgage or the collateral is related to the real property described in 22 the mortgage and is as-extracted collateral or timber to be cut; 23 (3) the mortgage satisfies the requirements for a financing statement 24 in this section other than an indication that it is to be filed in the real property records; 25 and 26 (4) the mortgage is recorded. 27 (d) A financing statement may be filed before a security agreement is made 28 or a security interest otherwise attaches. 29 Sec. 45.29.503. Name of debtor and secured party. (a) A financing 30 statement sufficiently provides the name of the debtor 31 (1) if the debtor is a registered organization, only if the financing
01 statement provides the name of the debtor indicated on the public record of the debtor's 02 jurisdiction of organization that shows the debtor to have been organized; 03 (2) if the debtor is a decedent's estate, only if the financing statement 04 provides the name of the decedent and indicates that the debtor is an estate; 05 (3) if the debtor is a trust or a trustee acting with respect to property 06 held in trust, only if the financing statement 07 (A) provides the name specified for the trust in its organic 08 documents or, if no name is specified, provides the name of the settlor and 09 additional information sufficient to distinguish the debtor from other trusts 10 having one or more of the same settlors; and 11 (B) indicates, in the debtor's name or otherwise, that the debtor 12 is a trust or is a trustee acting with respect to property held in trust; and 13 (4) in other cases, if the debtor 14 (A) has a name, only if the financing statement provides the 15 individual or organizational name of the debtor; and 16 (B) does not have a name, only if the financing statement 17 provides the names of the partners, members, associates, or other persons 18 comprising the debtor. 19 (b) A financing statement that provides the name of the debtor in accordance 20 with (a) of this section is not rendered ineffective by the absence of 21 (1) a trade name or other name of the debtor; or 22 (2) unless required under (a)(4)(B) of this section, names of partners, 23 members, associates, or other persons comprising the debtor. 24 (c) A financing statement that provides only the debtor's trade name does not 25 sufficiently provide the name of the debtor. 26 (d) Failure to indicate the representative capacity of a secured party or 27 representative of a secured party does not affect the sufficiency of a financing 28 statement. 29 (e) A financing statement may provide the name of more than one debtor and 30 the name of more than one secured party. 31 Sec. 45.29.504. Indication of collateral. A financing statement sufficiently
01 indicates the collateral that it covers if the financing statement provides 02 (1) a description of the collateral pursuant to AS 45.29.108; or 03 (2) an indication that the financing statement covers all assets or all 04 personal property. 05 Sec. 45.29.505. Filing and compliance with other statutes and treaties for 06 consignments, leases, other bailments, and other transactions. (a) A consignor, 07 lessor, or other bailor of goods, a licensor, or a buyer of a payment intangible or 08 promissory note may file a financing statement or may comply with a statute, 09 regulation, or treaty described in AS 45.29.311(a) using the terms "consignor," 10 "consignee," "lessor," "lessee," "bailor," "bailee," "licensor," "licensee," "owner," 11 "registered owner," "buyer," "seller," or words of similar import instead of the terms 12 "secured party" and "debtor." 13 (b) AS 45.29.501 - 45.29.525 apply to the filing of a financing statement under 14 (a) of this section and, as appropriate, to compliance that is equivalent to filing a 15 financing statement under AS 45.29.311(b), but the filing or compliance is not of itself 16 a factor in determining whether the collateral secures an obligation. If it is determined 17 for another reason that the collateral secures an obligation, a security interest held by 18 the consignor, lessor, bailor, licensor, owner, or buyer that attaches to the collateral is 19 perfected by the filing or compliance. 20 Sec. 45.29.506. Effect of errors or omissions. (a) A financing statement 21 substantially satisfying the requirements of AS 45.29.501 - 45.29.525 is effective, even 22 if it has minor errors or omissions, unless the errors or omissions make the financing 23 statement seriously misleading. 24 (b) Except as otherwise provided in (c) of this section, a financing statement 25 that fails sufficiently to provide the name of the debtor in accordance with 26 AS 45.29.503(a) is seriously misleading. 27 (c) If a search of the records of the filing office under the debtor's correct 28 name, using the filing office's standard search logic, if any, would disclose a financing 29 statement that fails sufficiently to provide the name of the debtor in accordance with 30 AS 45.29.503(a), the name provided does not make the financing statement seriously 31 misleading.
01 (d) For purposes of AS 45.29.508(b), the "debtor's correct name" in (c) of this 02 section means the correct name of the new debtor. 03 Sec. 45.29.507. Effect of certain events on effectiveness of financing 04 statement. (a) A filed financing statement remains effective with respect to collateral 05 that is sold, exchanged, leased, licensed, or otherwise disposed of and in which a 06 security interest or agricultural lien continues even if the secured party knows of or 07 consents to the disposition. 08 (b) Except as otherwise provided in (c) of this section and AS 45.29.508, a 09 financing statement is not rendered ineffective if, after the financing statement is filed, 10 the information provided in the financing statement becomes seriously misleading 11 under AS 45.29.506. 12 (c) If a debtor changes its name sufficiently to cause a filed financing 13 statement to become seriously misleading under AS 45.29.506, the financing statement 14 is 15 (1) effective to perfect a security interest in collateral acquired by the 16 debtor before, or within four months after, the change; and 17 (2) not effective to perfect a security interest in collateral acquired by 18 the debtor more than four months after the change unless an amendment to the 19 financing statement that renders the financing statement not seriously misleading is 20 filed within four months after the change. 21 Sec. 45.29.508. Effectiveness of financing statement if new debtor becomes 22 bound by security agreement. (a) Except as otherwise provided in this section, a 23 filed financing statement naming an original debtor is effective to perfect a security 24 interest in collateral in which a new debtor has or acquires rights to the extent that the 25 financing statement would have been effective had the original debtor acquired rights 26 in the collateral. 27 (b) If the difference between the name of the original debtor and that of the 28 new debtor causes a filed financing statement that is effective under (a) of this section 29 to be seriously misleading under AS 45.29.506, the financing statement is 30 (1) effective to perfect a security interest in collateral acquired by the 31 new debtor before, and within four months after, the new debtor becomes bound under
01 AS 45.29.203(d); and 02 (2) not effective to perfect a security interest in collateral acquired by 03 the new debtor more than four months after the new debtor becomes bound under 04 AS 45.29.203(d) unless an initial financing statement providing the name of the new 05 debtor is filed before the expiration of that time. 06 (c) This section does not apply to collateral as to which a filed financing 07 statement remains effective against the new debtor under AS 45.29.507(a). 08 Sec. 45.29.509. Persons entitled to file a record. (a) A person may file an 09 initial financing statement, amendment that adds collateral covered by a financing 10 statement, or amendment that adds a debtor to a financing statement only if 11 (1) the debtor authorizes the filing in an authenticated record or 12 pursuant to (b) or (c) of this section; or 13 (2) the person holds an agricultural lien that has become effective at 14 the time of filing and the financing statement covers only collateral in which the 15 person holds an agricultural lien. 16 (b) By authenticating or becoming bound as debtor by a security agreement, 17 a debtor or new debtor authorizes the filing of an initial financing statement and an 18 amendment covering 19 (1) the collateral described in the security agreement; and 20 (2) property that becomes collateral under AS 45.29.315(a)(2), whether 21 or not the security agreement expressly covers proceeds. 22 (c) By acquiring collateral in which a security interest or agricultural lien 23 continues under AS 45.29.315(a)(1), a debtor authorizes the filing of an initial 24 financing statement, and an amendment, covering the collateral and property that 25 becomes collateral under AS 45.29.315(a)(2). 26 (d) A person may file an amendment other than an amendment that adds 27 collateral covered by a financing statement or an amendment that adds a debtor to a 28 financing statement only if 29 (1) the secured party of record authorizes the filing; or 30 (2) the amendment is a termination statement for a financing statement 31 as to which the secured party of record has failed to file or send a termination
01 statement required under AS 45.29.513(a) or (c), the debtor authorizes the filing, and 02 the termination statement indicates that the debtor authorized it to be filed. 03 (e) If there is more than one secured party of record for a financing statement, 04 each secured party of record may authorize the filing of an amendment under (d) of 05 this section. 06 Sec. 45.29.510. Effectiveness of filed record. (a) A filed record is effective 07 only to the extent that it was filed by a person who may file it under AS 45.29.509. 08 (b) A record authorized by one secured party of record does not affect the 09 financing statement with respect to another secured party of record. 10 (c) A continuation statement that is not filed within the six-month period 11 prescribed by AS 45.29.515(d) is ineffective. 12 Sec. 45.29.511. Secured party of record. (a) A secured party of record with 13 respect to a financing statement is a person whose name is provided as the name of 14 the secured party or a representative of the secured party in an initial financing 15 statement that has been filed. If an initial financing statement is filed under 16 AS 45.29.514(a), the assignee named in the initial financing statement is the secured 17 party of record with respect to the financing statement. 18 (b) If an amendment of a financing statement that provides the name of a 19 person as a secured party or a representative of a secured party is filed, the person 20 named in the amendment is a secured party of record. If an amendment is filed under 21 AS 45.29.514(b), the assignee named in the amendment is a secured party of record. 22 (c) A person remains a secured party of record until the filing of an 23 amendment of the financing statement that deletes the person. 24 Sec. 45.29.512. Amendment of financing statement. (a) Subject to 25 AS 45.29.509, a person may add or delete collateral covered by, continue or terminate 26 the effectiveness of, or, subject to (e) of this section, otherwise amend the information 27 provided in, a financing statement by filing an amendment that 28 (1) identifies by its file number the initial financing statement to which 29 the amendment relates; and 30 (2) if the amendment relates to an initial financing statement filed or 31 recorded in a filing office described in AS 45.29.501(a)(1), provides the date that the
01 initial financing statement was filed or recorded and the information specified in 02 AS 45.29.502(b). 03 (b) Except as otherwise provided in AS 45.29.515, the filing of an amendment 04 does not extend the period of effectiveness of the financing statement. 05 (c) A financing statement that is amended by an amendment that adds 06 collateral is effective as to the added collateral only from the date of the filing of the 07 amendment. 08 (d) A financing statement that is amended by an amendment that adds a debtor 09 is effective as to the added debtor only from the date of the filing of the amendment. 10 (e) An amendment is ineffective to the extent it purports to delete all 11 (1) debtors and fails to provide the name of a debtor to be covered by 12 the financing statement; or 13 (2) secured parties of record and fails to provide the name of a new 14 secured party of record. 15 Sec. 45.29.513. Termination statement. (a) A secured party shall cause the 16 secured party of record for a financing statement to file a termination statement for the 17 financing statement if the financing statement covers consumer goods and 18 (1) there is no obligation secured by the collateral covered by the 19 financing statement and no commitment to make an advance, incur an obligation, or 20 otherwise give value; or 21 (2) the debtor did not authorize the filing of the initial financing 22 statement. 23 (b) To comply with (a) of this section, a secured party shall cause the secured 24 party of record to file the termination statement 25 (1) within one month after there is no obligation secured by the 26 collateral covered by the financing statement and no commitment to make an advance, 27 incur an obligation, or otherwise give value; or 28 (2) if earlier, within 20 days after the secured party receives an 29 authenticated demand from a debtor. 30 (c) In cases not governed by (a) of this section, within 20 days after a secured 31 party receives an authenticated demand from a debtor, the secured party shall cause
01 the secured party of record for a financing statement to send to the debtor a 02 termination statement for the financing statement or file the termination statement in 03 the filing office if 04 (1) except in the case of a financing statement covering accounts or 05 chattel paper that has been sold or goods that are the subject of a consignment, there 06 is no obligation secured by the collateral covered by the financing statement and no 07 commitment to make an advance, incur an obligation, or otherwise give value; 08 (2) the financing statement covers accounts or chattel paper that has 09 been sold but as to which the account debtor or other person obligated has discharged 10 its obligation; 11 (3) the financing statement covers goods that were the subject of a 12 consignment to the debtor but are not in the debtor's possession; or 13 (4) the debtor did not authorize the filing of the initial financing 14 statement. 15 (d) Except as otherwise provided in AS 45.29.510, upon the filing of a 16 termination statement in the filing office, the financing statement to which the 17 termination statement relates ceases to be effective. Except as otherwise provided in 18 AS 45.29.510, for purposes of AS 45.29.519(g), 45.29.522(a), and 45.29.523(c), the 19 filing in the filing office of a termination statement relating to a financing statement 20 that indicates that the debtor is a transmitting utility also causes the effectiveness of 21 the financing statement to lapse. 22 Sec. 45.29.514. Assignment of powers of secured party of record. (a) 23 Except as otherwise provided in (c) of this section, an initial financing statement may 24 reflect an assignment of all of the secured party's power to authorize an amendment 25 to the financing statement by providing the name and mailing address of the assignee 26 as the name and address of the secured party. 27 (b) Except as otherwise provided in (c) of this section, a secured party of 28 record may assign of record all or part of its power to authorize an amendment to a 29 financing statement by filing in the filing office an amendment of the financing 30 statement that 31 (1) identifies by its file number the initial financing statement to which
01 it relates; 02 (2) provides the name of the assignor; and 03 (3) provides the name and mailing address of the assignee. 04 (c) An assignment of record of a security interest in a fixture covered by a 05 mortgage that is effective as a financing statement filed as a fixture filing under 06 AS 45.29.502(c) may be made only by an assignment of record of the mortgage in the 07 manner provided by law of this state other than the code. 08 Sec. 45.29.515. Duration and effectiveness of financing statement; effect 09 of lapsed financing statement. (a) Except as otherwise provided in (b) and (e) - (g) 10 of this section, a filed financing statement is effective for a period of five years after 11 the date of filing. 12 (b) Except as otherwise provided in (e) - (g) of this section, an initial financing 13 statement filed in connection with a public finance transaction or manufactured home 14 transaction is effective for a period of 30 years after the date of filing if it indicates 15 that it is filed in connection with a public finance transaction or manufactured home 16 transaction. 17 (c) The effectiveness of a filed financing statement lapses on the expiration of 18 the period of its effectiveness unless, before the lapse, a continuation statement is filed 19 under (d) of this section. Upon lapse, a financing statement ceases to be effective and 20 a security interest or agricultural lien that was perfected by the financing statement 21 becomes unperfected unless the security interest is perfected otherwise. If the security 22 interest or agricultural lien becomes unperfected upon lapse, it is considered never to 23 have been perfected as against a purchaser of the collateral for value. 24 (d) A continuation statement may be filed only within six months before the 25 expiration of the five-year period specified in (a) of this section or the 30-year period 26 specified in (b) of this section, whichever is applicable. 27 (e) Except as otherwise provided in AS 45.29.510, upon timely filing of a 28 continuation statement, the effectiveness of the initial financing statement continues for 29 a period of five years commencing on the day on which the financing statement would 30 have become ineffective in the absence of the filing. Upon the expiration of the five- 31 year period, the financing statement lapses in the same manner as provided in (c) of this
01 section unless, before the lapse, another continuation statement is filed under (d) of this 02 section. Succeeding continuation statements may be filed in the same manner to continue the 03 effectiveness of the initial financing statement. 04 (f) If a debtor is a transmitting utility and a filed financing statement so 05 indicates, the financing statement is effective until a termination statement is filed. 06 (g) A mortgage that is effective as a financing statement filed as a fixture 07 filing under AS 45.29.502(c) remains effective as a financing statement filed as a 08 fixture filing until the mortgage is released or satisfied of record or its effectiveness 09 otherwise terminates as to the real property. 10 Sec. 45.29.516. What constitutes filing; effectiveness of filing. (a) Except 11 as otherwise provided in (b) of this section, communication of a record to a filing 12 office and tender of the filing fee or acceptance of the record by the filing office 13 constitutes filing. 14 (b) Filing does not occur with respect to a record that a filing office refuses 15 to accept because 16 (1) the record is not communicated by a method or medium of 17 communication authorized by the filing office; 18 (2) an amount equal to or greater than the applicable filing fee is not 19 tendered; 20 (3) the filing office is unable to index the record because, in the case 21 of 22 (A) an initial financing statement, the record does not provide 23 a name for the debtor; 24 (B) an amendment or correction statement, the record 25 (i) does not identify the initial financing statement as 26 required by AS 45.29.512 or 45.29.518, as applicable; or 27 (ii) identifies an initial financing statement whose 28 effectiveness has lapsed under AS 45.29.515; 29 (C) an initial financing statement that provides the name of a 30 debtor identified as an individual or an amendment that provides a name of a 31 debtor identified as an individual that was not previously provided in the
01 financing statement to which the record relates, the record does not identify the 02 debtor's last name; or 03 (D) a record filed in the filing office described in 04 AS 45.29.501(a)(1) that relates to real property, the record does not provide a 05 sufficient description of the real property to which it relates; 06 (E) a fixture filing or other filing allowed to be filed for record 07 in a filing office described in AS 45.29.501(a)(1), the filing does not provide 08 the name of the debtor and record owner; 09 (4) in the case of an initial financing statement or an amendment that 10 adds a secured party of record, the record does not provide a name and mailing 11 address for the secured party of record; 12 (5) in the case of an initial financing statement or an amendment that 13 provides a name of a debtor that was not previously provided in the financing 14 statement to which the amendment relates, the record does not 15 (A) provide a mailing address for the debtor; 16 (B) indicate whether the debtor is an individual or an 17 organization; or 18 (C) if the financing statement indicates that the debtor is an 19 organization, provide 20 (i) a type of organization for the debtor; 21 (ii) a jurisdiction of organization for the debtor; or 22 (iii) an organizational identification number for the 23 debtor or indicate that the debtor does not have an organizational 24 identification number; 25 (6) in the case of an assignment reflected in an initial financing 26 statement under AS 45.29.514(a) or an amendment filed under AS 45.29.514(b), the 27 record does not provide a name and mailing address for the assignee; or 28 (7) in the case of a continuation statement, the record is not filed within 29 the six-month period prescribed by AS 45.29.515(d). 30 (c) For purposes of (b) of this section, a record 31 (1) does not provide information if the filing office is unable to read
01 or decipher the information; and 02 (2) that does not indicate that it is an amendment or identify an initial 03 financing statement to which it relates as required by AS 45.29.512, 45.29.514, or 04 45.29.518 is an initial financing statement. 05 (d) A record that is communicated to the filing office with tender of the filing 06 fee, but which the filing office refuses to accept for a reason other than one set out in 07 (b) of this section, is effective as a filed record except as against a purchaser of the 08 collateral who gives value in reasonable reliance on the absence of the record from the 09 files. 10 Sec. 45.29.517. Effect of indexing errors. The failure of the filing office to 11 index a record correctly does not affect the effectiveness of the filed record. 12 Sec. 45.29.518. Claim concerning inaccurate or wrongfully filed record. 13 (a) A person may file in the filing office a correction statement with respect to a 14 record indexed there under the person's name if the person believes that the record is 15 inaccurate or was wrongfully filed. 16 (b) A correction statement must 17 (1) identify the record to which it relates by 18 (A) the file number assigned to the initial financing statement 19 to which the record relates; and 20 (B) if the correction statement relates to a record filed for 21 record in a filing office described in AS 45.29.501(a)(1), the date that the 22 initial financing statement was filed for record and the information specified 23 in AS 45.29.502(b); 24 (2) indicate that it is a correction statement; and 25 (3) provide the basis for the person's belief that the record is inaccurate 26 and indicate the manner in which the person believes the record should be amended 27 to cure the inaccuracy or provide the basis for the person's belief that the record was 28 wrongfully filed. 29 (c) The filing of a correction statement does not affect the effectiveness of an 30 initial financing statement or other filed record. 31 Sec. 45.29.519. Numbering, maintaining, and indexing records;
01 communicating information provided in records. (a) For each record filed in a 02 filing office, the filing office shall 03 (1) assign a unique number to the filed record; 04 (2) create a record that bears the number assigned to the filed record 05 and the date and time of filing; 06 (3) maintain the filed record for public inspection; and 07 (4) index the filed record in accordance with (c) - (e) of this section. 08 (b) Except as otherwise provided in (i) of this section, a file number assigned 09 after January 1, 2002, must include a digit that 10 (1) is mathematically derived from or related to the other digits of the 11 file number; and 12 (2) aids the filing office in determining whether a number 13 communicated as the file number includes a single digit or transpositional error. 14 (c) Except as otherwise provided in (d) and (e) of this section, the filing office 15 shall index 16 (1) an initial financing statement according to the name of the debtor 17 and index all filed records relating to the initial financing statement in a manner that 18 associates with one another an initial financing statement and all filed records relating 19 to the initial financing statement; and 20 (2) a record that provides a name of a debtor that was not previously 21 provided in the financing statement to which the record relates also according to the 22 name that was not previously provided. 23 (d) If a financing statement is filed as a fixture filing or covers as-extracted 24 collateral or timber to be cut, it must be filed for record and the filing office shall 25 index it 26 (1) under the names of the debtor and of each owner of record shown 27 on the financing statement as if they were the mortgagors under a mortgage of the real 28 property described; and 29 (2) to the extent that the law of this state provides for indexing of 30 mortgages under the name of the mortgagee, under the name of the secured party as 31 if the secured party were the mortgagee thereunder, or, if indexing is by description,
01 as if the financing statement were a mortgage of the real property described. 02 (e) If a financing statement is filed as a fixture filing or covers as-extracted 03 collateral or timber to be cut, the filing office shall index an assignment filed under 04 AS 45.29.514(a) or an amendment filed under AS 45.29.514(b) 05 (1) under the name of the assignor as grantor; and 06 (2) to the extent that the law of this state provides for indexing a record 07 of the assignment of a mortgage under the name of the assignee, under the name of 08 the assignee. 09 (f) The filing office shall maintain a capability to 10 (1) retrieve a record by the name of the debtor and, if the filing office 11 is described in 12 (A) AS 45.29.501(a)(1), by the file number assigned to the 13 initial financing statement to which the record relates and the date that the 14 record was filed for record; or 15 (B) AS 45.29.501(a)(2), by the file number assigned to the 16 initial financing statement to which the record relates; and 17 (2) associate and retrieve with one another an initial financing statement 18 and each filed record relating to the initial financing statement. 19 (g) The filing office may not remove a debtor's name from the index until one 20 year after the effectiveness of a financing statement naming the debtor lapses under 21 AS 45.29.515 with respect to all secured parties of record. 22 (h) Except as otherwise provided in (i) of this section, the filing office shall 23 perform the acts required by (a) - (e) of this section at the time and in the manner 24 prescribed by filing office regulations, but not later than two business days after the 25 filing office receives the record in question. 26 (i) The requirements of (b) and (h) of this section do not apply to a filing 27 office described in AS 45.29.501(a)(1). 28 Sec. 45.29.520. Acceptance and refusal to accept record. (a) A filing office 29 shall refuse to accept a record for filing for a reason set out in AS 45.29.516(b) and 30 may refuse to accept a record for filing only for a reason set out in AS 45.29.516(b). 31 (b) If a filing office refuses to accept a record for filing, the filing office shall
01 communicate to the person who presented the record the fact of and reason for the 02 refusal and the date and time the record would have been filed had the filing office 03 accepted it. The communication must be made at the time and in the manner 04 prescribed by filing office regulation but, in the case of a filing office described in 05 AS 45.29.501(a)(2), no more than two business days after the filing office receives the 06 record. 07 (c) A filed financing statement satisfying AS 45.29.502(a) and (b) is effective 08 even if the filing office is required to refuse to accept it for filing under (a) of this 09 section. However, AS 45.29.338 applies to a filed financing statement providing 10 information described in AS 45.29.516(b)(5) that is incorrect at the time the financing 11 statement is filed. 12 (d) If a record communicated to a filing office provides information that relates 13 to more than one debtor, AS 45.29.501 - 45.29.525 applies as to each debtor 14 separately. 15 Sec. 45.29.521. Uniform form of written financing statement and 16 amendment. (a) A filing office that accepts written records may not refuse to accept 17 a written initial financing statement in the following form and format except for a 18 reason set out in AS 45.29.516(b):. . 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 . 29 . 30 . 31 .
01 . 02 . 03 . 04 . 05 . 06 . 07 . 08 . 09 . 10 . 11 . 12 . 13 . 14 . 15 (b) 16 A 17 filing 18 office that accepts written records may not refuse to accept a written record in the following 19 form and format except for a reason set out in AS 45.29.516(b): 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 . 29 . 30 . 31 .
01 . 02 . 03 . 04 . 05 . 06 . 07 . 08 . 09 . 10 . 11 . 12 . 13 . 14 . 15 . 16 Sec. 45.29.522. Maintenance and destruction of records. (a) The filing 17 office shall maintain a record of the information provided in a filed financing statement 18 for at least one year after the effectiveness of the financing statement has lapsed under 19 AS 45.29.515 with respect to all secured parties of record. The record must be 20 retrievable by using the name of the debtor and, 21 (1) if the record was filed for record in the filing office described in 22 AS 45.29.501(a)(1), by using the file number assigned to the initial financing statement 23 to which the record relates and the date that the record was filed for record; or 24 (2) if the record was filed in the filing office described in 25 AS 45.29.501(a)(2), by using the file number assigned to the initial financing statement 26 to which the record relates. 27 (b) Except to the extent that a statute governing disposition of public records 28 provides otherwise, the filing office immediately may destroy a written record 29 evidencing a financing statement. However, if the filing office destroys a written 30 record, it shall maintain another record of the financing statement that complies with 31 (a) of this section.
01 Sec. 45.29.523. Information from filing office; sale or license of records. 02 (a) If a person who files a written record requests an acknowledgment of the filing, 03 the filing office shall send to the person an image of the record showing the number 04 assigned to the record under AS 45.29.519(a)(1) and the date and time of the filing of 05 the record. However, if the person furnishes a copy of the record to the filing office, 06 the filing office may instead 07 (1) note on the copy the number assigned to the record under 08 AS 45.29.519(a)(1) and the date and time of the filing of the record; and 09 (2) send the copy to the person. 10 (b) If a person files a record other than a written record, the filing office shall 11 communicate to the person an acknowledgment that provides 12 (1) the information in the record; 13 (2) the number assigned to the record under AS 45.29.519(a)(1); and 14 (3) the date and time of the filing of the record. 15 (c) The filing office shall communicate or otherwise make available in a record 16 the following information to a person who requests it: 17 (1) whether there is on file on a date and time specified by the filing 18 office, but not a date earlier than three business days before the filing office receives 19 the request, a financing statement that 20 (A) designates a particular debtor; 21 (B) has not lapsed under AS 45.29.515 with respect to all 22 secured parties of record; and 23 (C) if the request so states, has lapsed under AS 45.29.515 and 24 a record of which is maintained by the filing office under AS 45.29.522(a); 25 (2) the date and time of filing of each financing statement; and 26 (3) the information provided in each financing statement. 27 (d) In complying with its duty under (c) of this section, the filing office may 28 communicate information in any medium. However, if requested, the filing office 29 shall communicate information by issuing its written certificate. 30 (e) The filing office shall perform the acts required by (a) - (d) of this section 31 at the time and in the manner prescribed by filing office regulations but, in the case
01 of a filing office described in AS 45.29.501(a)(2), not later than two business days 02 after the filing office receives the request. 03 (f) At least bi-weekly, the filing office described in AS 45.29.501(a)(2) shall 04 offer to sell or license to the public on a nonexclusive basis, in bulk, copies of all 05 records filed in it under AS 45.29.501 - 45.29.525, in every medium from time to time 06 available to the filing office. 07 Sec. 45.29.524. Delay by filing office. Delay by the filing office beyond a 08 time limit prescribed by AS 45.29.501 - 45.29.525 is excused if 09 (1) the delay is caused by interruption of communication or computer 10 facilities, war, emergency conditions, failure of equipment, or other circumstances 11 beyond control of the filing office; and 12 (2) the filing office exercises reasonable diligence under the 13 circumstances. 14 Sec. 45.29.525. Fees. The Department of Natural Resources shall adopt 15 regulations that set the fees for 16 (1) recording or filing and indexing a document under AS 45.29.501 - 17 45.29.525; and 18 (2) responding to a request for information or copies from the filing 19 office, including for communicating whether there is on file a financing statement 20 naming a particular debtor. 21 Article 6. Default. 22 Sec. 45.29.601. Rights after default; judicial enforcement; consignor or 23 buyer of accounts, chattel paper, payment intangibles, or promissory notes. (a) 24 After default, a secured party has the rights provided in AS 45.29.601 - 45.29.628 and, 25 except as otherwise provided in AS 45.29.602, those provided by agreement of the 26 parties. A secured party 27 (1) may reduce a claim to judgment, foreclose, or otherwise enforce the 28 claim, security interest, or agricultural lien by available judicial procedures; and 29 (2) if the collateral is documents, may proceed either as to the 30 documents or as to the goods the documents cover. 31 (b) A secured party in possession of collateral or control of collateral under
01 AS 45.29.104, 45.29.105, 45.29.106, or 45.29.107 has the rights and duties provided 02 in AS 45.29.207. 03 (c) The rights under (a) and (b) of this section are cumulative and may be 04 exercised simultaneously. 05 (d) Except as otherwise provided in (g) of this section and AS 45.29.605, after 06 default, a debtor and an obligor have the rights provided in this part and by agreement 07 of the parties. 08 (e) If a secured party has reduced its claim to judgment, the lien of a levy that 09 may be made upon the collateral by virtue of an execution based on the judgment 10 relates back to the earliest of the date 11 (1) of perfection of the security interest or agricultural lien in the 12 collateral; 13 (2) of filing a financing statement covering the collateral; or 14 (3) specified in a statute under which the agricultural lien was created. 15 (f) A sale pursuant to an execution is a foreclosure of the security interest or 16 agricultural lien by judicial procedure within the meaning of this section. A secured 17 party may purchase at the sale and thereafter hold the collateral free of any other 18 requirements of this chapter. 19 (g) Except as otherwise provided in AS 45.29.607(c), 45.29.601 - 45.29.628 20 imposes no duties on a secured party that is a consignor or is a buyer of accounts, 21 chattel paper, payment intangibles, or promissory notes. 22 Sec. 45.29.602. Waiver and variance of rights and duties. Except as 23 otherwise provided in AS 45.29.624, to the extent that they give rights to a debtor or 24 obligor and impose duties on a secured party, the debtor or obligor may not waive or 25 vary the rules stated in the following sections: 26 (1) AS 45.29.207(b)(4)(C), which deals with use and operation of the 27 collateral by the secured party; 28 (2) AS 45.29.210, which deals with requests for an accounting and 29 requests concerning a list of collateral and statement of account; 30 (3) AS 45.29.607(c), which deals with collection and enforcement of 31 collateral;
01 (4) AS 45.29.608(a) and 45.29.615(c) to the extent that they deal with 02 application or payment of noncash proceeds of collection, enforcement, or disposition; 03 (5) AS 45.29.608(a) and 45.29.615(d) to the extent that they require 04 accounting for or payment of surplus proceeds of collateral; 05 (6) AS 45.29.609 to the extent that it imposes on a secured party that 06 takes possession of collateral without judicial process the duty to do so without breach 07 of the peace; 08 (7) AS 45.29.610(b), 45.29.611, 45.29.613, and 45.29.614, which deal 09 with disposition of collateral; 10 (8) AS 45.29.615(f), which deals with calculation of a deficiency or 11 surplus when a disposition is made to the secured party, a person related to the secured 12 party, or a secondary obligor; 13 (9) AS 45.29.616, which deals with explanation of the calculation of 14 a surplus or deficiency; 15 (10) AS 45.29.620 - 45.29.622, which deal with acceptance of collateral 16 in satisfaction of obligation; 17 (11) AS 45.29.623, which deals with redemption of collateral; 18 (12) AS 45.29.624, which deals with permissible waivers; and 19 (13) AS 45.29.625 and 45.29.626, which deal with the secured party's 20 liability for failure to comply with this chapter. 21 Sec. 45.29.603. Agreement on standards concerning rights and duties. (a) 22 The parties may determine by agreement the standards measuring the fulfillment of the 23 rights of a debtor or obligor and the duties of a secured party under a rule stated in 24 AS 45.29.602 if the standards are not manifestly unreasonable. 25 (b) The provisions of (a) of this section do not apply to the duty under 26 AS 45.29.609 to refrain from breaching the peace. 27 Sec. 45.29.604. Procedure if security agreement covers real property or 28 fixtures. (a) If a security agreement covers both personal and real property, a secured 29 party may proceed 30 (1) under AS 45.29.601 - 45.29.628 as to the personal property without 31 prejudicing any rights with respect to the real property; or
01 (2) as to both the personal property and the real property in accordance 02 with the rights with respect to the real property, in which case the other provisions of 03 AS 45.29.601 - 45.29.628 do not apply. 04 (b) Subject to (c) of this section, if a security agreement covers goods that are 05 or become fixtures, a secured party may proceed 06 (1) under AS 45.29.601 - 45.29.628; or 07 (2) in accordance with the rights with respect to real property, in which 08 case the other provisions of AS 45.29.601 - 45.29.628 do not apply. 09 (c) Subject to the other provisions of AS 45.29.601 - 45.29.628, if a secured 10 party holding a security interest in fixtures has priority over all owners and 11 encumbrancers of the real property, the secured party, after default, may remove the 12 collateral from the real property. 13 (d) A secured party that removes collateral shall promptly reimburse an 14 encumbrancer or owner of the real property, other than the debtor, for the cost of 15 repair of physical injury caused by the removal. The secured party need not reimburse 16 the encumbrancer or owner for diminution in value of the real property caused by the 17 absence of the goods removed or by the necessity of replacing them. A person entitled 18 to reimbursement may refuse permission to remove until the secured party gives 19 adequate assurance for the performance of the obligation to reimburse. 20 Sec. 45.29.605. Unknown debtor or secondary obligor. A secured party 21 does not owe a duty based on its status as secured party to 22 (1) a person who is a debtor or obligor unless the secured party knows 23 (A) that the person is a debtor or obligor; 24 (B) the identity of the person; and 25 (C) how to communicate with the person; or 26 (2) a secured party or lienholder that has filed a financing statement 27 against a person unless the secured party knows 28 (A) that the person is a debtor; and 29 (B) the identity of the person. 30 Sec. 45.29.606. Time of default for agricultural lien. For purposes of 31 AS 45.29.601 - 45.29.628, a default occurs in connection with an agricultural lien at
01 the time the secured party becomes entitled to enforce the lien in accordance with the 02 statute under which it was created. 03 Sec. 45.29.607. Collection and enforcement by secured party. (a) If so 04 agreed and, in any event, after default, a secured party 05 (1) may notify an account debtor or other person obligated on collateral 06 to make payment or otherwise render performance to or for the benefit of the secured 07 party; 08 (2) may take proceeds to which the secured party is entitled under 09 AS 45.29.315; 10 (3) may enforce the obligations of an account debtor or other person 11 obligated on collateral and exercise the rights of the debtor with respect to the 12 obligation of the account debtor or other person obligated on collateral to make 13 payment or otherwise render performance to the debtor and with respect to property 14 that secures the obligations of the account debtor or other person obligated on the 15 collateral; 16 (4) if it holds a security interest in a deposit account perfected by 17 control under AS 45.29.104(a)(1), may apply the balance of the deposit account to the 18 obligation secured by the deposit account; and 19 (5) if it holds a security interest in a deposit account perfected by 20 control under AS 45.29.104(a)(2) or (3), may instruct the bank to pay the balance of 21 the deposit account to or for the benefit of the secured party. 22 (b) If necessary to enable a secured party to exercise under (a)(3) of this 23 section the right of a debtor to enforce a mortgage nonjudicially, the secured party may 24 record in the office in which the mortgage is recorded 25 (1) a copy of the security agreement that creates or provides for a 26 security interest in the obligation secured by the mortgage; and 27 (2) the secured party's sworn affidavit in recordable form stating that 28 (A) a default has occurred; and 29 (B) the secured party is entitled to enforce the mortgage 30 nonjudicially. 31 (c) A secured party shall proceed in a commercially reasonable manner if the
01 secured party 02 (1) undertakes to collect from or enforce an obligation of an account 03 debtor or other person obligated on collateral; and 04 (2) is entitled to charge back uncollected collateral or otherwise to full 05 or limited recourse against the debtor or a secondary obligor. 06 (d) A secured party may deduct from the collections made under (c) of this 07 section reasonable expenses of collection and enforcement, including reasonable 08 attorney fees and legal expenses incurred by the secured party. 09 (e) This section does not determine whether an account debtor, bank, or other 10 person obligated on collateral owes a duty to a secured party. 11 Sec. 45.29.608. Application of proceeds of collection or enforcement; 12 liability for deficiency and right to surplus. (a) If a security interest or agricultural 13 lien secures payment or performance of an obligation, the following rules apply: 14 (1) a secured party shall apply or pay over for application the cash 15 proceeds of collection or enforcement under AS 45.29.607 in the following order to 16 (A) the reasonable expenses of collection and enforcement and, 17 to the extent provided for by agreement and not prohibited by law, reasonable 18 attorney fees and legal expenses incurred by the secured party; 19 (B) the satisfaction of obligations secured by the security 20 interest or agricultural lien under which the collection or enforcement is made; 21 and 22 (C) the satisfaction of obligations secured by a subordinate 23 security interest in or other lien on the collateral subject to the security interest 24 or agricultural lien under which the collection or enforcement is made if the 25 secured party receives an authenticated demand for proceeds before distribution 26 of the proceeds is completed; 27 (2) if requested by a secured party, a holder of a subordinate security 28 interest or other lien shall furnish reasonable proof of the interest or lien within a 29 reasonable time; unless the holder complies, the secured party need not comply with 30 the holder's demand under (1)(C) of this subsection; 31 (3) a secured party need not apply or pay over for application noncash
01 proceeds of collection and enforcement under AS 45.29.607 unless the failure to do 02 so would be commercially unreasonable; a secured party that applies or pays over for 03 application noncash proceeds shall do so in a commercially reasonable manner; 04 (4) a secured party shall account to and pay a debtor for any surplus, 05 and the obligor is liable for any deficiency. 06 (b) If the underlying transaction is a sale of accounts, chattel paper, payment 07 intangibles, or promissory notes, the debtor is not entitled to any surplus, and the 08 obligor is not liable for any deficiency. 09 Sec. 45.29.609. Secured party's right to take possession after default. (a) 10 After default, a secured party 11 (1) may take possession of the collateral; and 12 (2) without removal, may render equipment unusable and dispose of 13 collateral on a debtor's premises under AS 45.29.610. 14 (b) A secured party may proceed under subsection (a) of this section 15 (1) in accordance with judicial process; or 16 (2) without judicial process if it proceeds without breach of the peace. 17 (c) If so agreed and, in any event, after default, a secured party may require 18 the debtor to assemble the collateral and make it available to the secured party at a 19 place to be designated by the secured party that is reasonably convenient to both 20 parties. 21 Sec. 45.29.610. Disposition of collateral after default. (a) After default, a 22 secured party may sell, lease, license, or otherwise dispose of any or all of the 23 collateral in its present condition or following commercially reasonable preparation or 24 processing. 25 (b) Every aspect of a disposition of collateral, including the method, manner, 26 time, place, and other terms, must be commercially reasonable. If commercially 27 reasonable, a secured party may dispose of collateral by public or private proceedings, 28 by one or more contracts, as a unit or in parcels, and at any time and place and on any 29 terms. 30 (c) A secured party may purchase collateral 31 (1) at a public disposition; or
01 (2) at a private disposition only if the collateral is of a kind that is 02 customarily sold on a recognized market or the subject of widely distributed standard 03 price quotations. 04 (d) A contract for sale, lease, license, or other disposition includes the 05 warranties relating to title, possession, quiet enjoyment, and the like that by operation 06 of law accompany a voluntary disposition of property of the kind subject to the 07 contract. 08 (e) A secured party may disclaim or modify warranties under (d) of this 09 section 10 (1) in a manner that would be effective to disclaim or modify the 11 warranties in a voluntary disposition of property of the kind subject to the contract of 12 disposition; or 13 (2) by communicating to the purchaser a record evidencing the contract 14 for disposition and including an express disclaimer or modification of the warranties. 15 (f) A record is sufficient to disclaim warranties under (e) of this section if it 16 indicates "There is no warranty relating to title, possession, quiet enjoyment, or the like 17 in this disposition" or uses words of similar import. 18 Sec. 45.29.611. Notification before disposition of collateral. (a) In this 19 section, "notification date" means the earlier of the date on which 20 (1) a secured party sends to the debtor and any secondary obligor an 21 authenticated notification of disposition; or 22 (2) the debtor and any secondary obligor waive the right to notification. 23 (b) Except as otherwise provided in (d) of this section, a secured party that 24 disposes of collateral under AS 45.29.610 shall send to the persons specified in (c) of 25 this section a reasonable authenticated notification of disposition. 26 (c) To comply with (b) of this section, the secured party shall send an 27 authenticated notification of disposition to 28 (1) the debtor; 29 (2) any secondary obligor; and 30 (3) if the collateral is other than consumer goods, 31 (A) any other person from which the secured party has received,
01 before the notification date, an authenticated notification of a claim of an 02 interest in the collateral; 03 (B) any other secured party or lienholder that, 10 days before 04 the notification date, held a security interest in or other lien on the collateral 05 perfected by the filing of a financing statement that 06 (i) identified the collateral; 07 (ii) was indexed under the debtor's name as of that date; 08 and 09 (iii) was filed in the office in which to file a financing 10 statement against the debtor covering the collateral as of that date; and 11 (C) any other secured party that, 10 days before the notification 12 date, held a security interest in the collateral perfected by compliance with a 13 statute, regulation, or treaty described in AS 45.29.311(a). 14 (d) The provisions of (b) of this section do not apply if the collateral is 15 perishable or threatens to decline speedily in value or is of a type customarily sold on 16 a recognized market. 17 (e) A secured party complies with the requirement for notification prescribed 18 by (c)(3)(B) of this section if 19 (1) not later than 20 days or earlier than 30 days before the notification 20 date, the secured party requests, in a commercially reasonable manner, information 21 concerning financing statements indexed under the debtor's name in the office indicated 22 in (c)(3)(B) of this section; and 23 (2) before the notification date, the secured party 24 (A) did not receive a response to the request for information; 25 or 26 (B) received a response to the request for information and sent 27 an authenticated notification of disposition to each secured party or other 28 lienholder named in that response whose financing statement covered the 29 collateral. 30 Sec. 45.29.612. Timeliness of notification before disposition of collateral. 31 (a) Except as otherwise provided in (b) of this section, whether a notification is sent
01 within a reasonable time is a question of fact. 02 (b) In a transaction other than a consumer transaction, a notification of 03 disposition sent after default and 10 days or more before the earliest time of 04 disposition set out in the notification is sent within a reasonable time before the 05 disposition. 06 Sec. 45.29.613. General notification before disposition of collateral. Except 07 in a consumer goods transaction, the following rules apply: 08 (1) the contents of a notification of disposition are sufficient if the 09 notification 10 (A) describes the debtor and the secured party; 11 (B) describes the collateral that is the subject of the intended 12 disposition; 13 (C) states the method of intended disposition; 14 (D) states that the debtor is entitled to an accounting of the 15 unpaid indebtedness and states the charge, if any, for an accounting; and 16 (E) states the time and place of a public disposition or the time 17 after which any other disposition is to be made; 18 (2) whether the contents of a notification that lacks any of the 19 information specified in (1) of this section are nevertheless sufficient is a question of 20 fact; 21 (3) the contents of a notification providing substantially the information 22 specified in (1) of this section are sufficient even if the notification includes 23 (A) information not specified by that paragraph; or 24 (B) minor errors that are not seriously misleading; 25 (4) a particular phrasing of the notification is not required; 26 (5) the following form of notification and the form appearing in 27 AS 45.29.614(3), when completed, each provides sufficient information: 28 NOTIFICATION OF DISPOSITION OF COLLATERAL 29 To: (Name of debtor, obligor, or other person to which the 30 notification is sent) 31 From: (Name, address, and telephone number of secured party)
01 Name of Debtor(s): (Include only if debtor(s) are not an 02 addressee) 03 (For a public disposition:) 04 We will sell (or lease or license, as applicable) the (describe 05 collateral) (to the highest qualified bidder) in public as follows: 06 Day and Date: 07 Time: 08 Place: 09 (For a private disposition:) 10 We will sell (or lease or license, as applicable) the (describe 11 collateral) privately sometime after (day and date) . 12 You are entitled to an accounting of the unpaid indebtedness secured by 13 the property that we intend to sell (or lease or license, as applicable) 14 (for a charge of $ ). You may request an accounting by 15 calling us at (telephone number) . 16 Sec. 45.29.614. Notification before disposition of collateral in consumer 17 goods transaction. In a consumer goods transaction, the following rules apply: 18 (1) a notification of disposition must provide the following information: 19 (A) the information specified in AS 45.29.613(1); 20 (B) a description of any liability for a deficiency of the person 21 to which the notification is sent; 22 (C) a telephone number from which the amount that must be 23 paid to the secured party to redeem the collateral under AS 45.29.623 is 24 available; and 25 (D) a telephone number or mailing address from which 26 additional information concerning the disposition and the obligation secured is 27 available. 28 (2) a particular phrasing of the notification is not required; 29 (3) the following form of notification, when completed, provides 30 sufficient information: 31 (Name and address of secured party)
01 (Date) 02 NOTICE OF OUR PLAN TO SELL PROPERTY 03 (Name and address of any obligor who is also a debtor) 04 Subject: (Identification of Transaction) 05 We have your (describe collateral) , because you broke 06 promises in our agreement. 07 (For a public disposition:) 08 We will sell (describe collateral) at public sale. A sale could 09 include a lease or license. The sale will be held as follows: 10 Date: 11 Time: 12 Place: 13 You may attend the sale and bring bidders if you want. 14 (For a private disposition:) 15 We will sell (describe collateral) at private sale sometime after 16 (date) . A sale could include a lease or license. 17 The money that we get from the sale, after paying our costs, will reduce 18 the amount you owe. If we get less money than you owe, you (will 19 or will not, as applicable) still owe us the difference. If we get 20 more money than you owe, you will get the extra money, unless we 21 must pay it to someone else. 22 You can get the property back at any time before we sell it by paying 23 us the full amount you owe (not just the past due payments), including 24 our expenses. To learn the exact amount you must pay, call us at 25 (telephone number) . 26 If you want us to explain to you in writing how we have figured the 27 amount that you owe us, you may call us at (telephone number) 28 (or write us at (secured party's address) ) and request a written 29 explanation. (We will charge you $ for the explanation if we 30 sent you another written explanation of the amount you owe us within 31 the last six months.)
01 If you need more information about the sale call us at (telephone 02 number) (or write us at (secured party's address) ). 03 We are sending this notice to the following other people who have an 04 interest in (describe collateral) or who owe money under your 05 agreement: 06 (Names of all other debtors and obligors, if any) . 07 (4) a notification in the form of (3) of this section is sufficient even if 08 additional information appears at the end of the form; 09 (5) a notification in the form of (3) of this section is sufficient even if 10 it includes errors in information not required by (1) of this section unless the error is 11 misleading with respect to rights arising under this chapter; 12 (6) if a notification under this section is not in the form set out in (3) 13 of this section, law other than this chapter determines the effect of including 14 information not required by (1) of this section. 15 Sec. 45.29.615. Application of proceeds of disposition; liability for 16 deficiency and right to surplus. (a) A secured party shall apply or pay over for 17 application the cash proceeds of disposition under AS 45.29.610 in the following order: 18 (1) the reasonable expenses of retaking, holding, preparing for 19 disposition, processing, and disposing and, to the extent provided for by agreement and 20 not prohibited by law, reasonable attorney fees and legal expenses incurred by the 21 secured party; 22 (2) the satisfaction of obligations secured by the security interest or 23 agricultural lien under which the disposition is made; 24 (3) the satisfaction of obligations secured by any subordinate security 25 interest in or other subordinate lien on the collateral if 26 (A) the secured party receives from the holder of the 27 subordinate security interest or other lien an authenticated demand for proceeds 28 before distribution of the proceeds is completed; and 29 (B) in a case in which a consignor has an interest in the 30 collateral, the subordinate security interest or other lien is senior to the interest 31 of the consignor; and
01 (4) a secured party that is a consignor of the collateral if the secured 02 party receives from the consignor an authenticated demand for proceeds before 03 distribution of the proceeds is completed. 04 (b) If requested by a secured party, a holder of a subordinate security interest 05 or other lien shall furnish reasonable proof of the interest or lien within a reasonable 06 time. Unless the holder does so, the secured party need not comply with the holder's 07 demand under (a)(3) of this section. 08 (c) A secured party need not apply or pay over for application noncash 09 proceeds of disposition under AS 45.29.610 unless the failure to do so would be 10 commercially unreasonable. A secured party that applies or pays over for application 11 noncash proceeds shall do so in a commercially reasonable manner. 12 (d) If the security interest under which a disposition is made secures payment 13 or performance of an obligation, after making the payments and applications required 14 by (a) of this section and permitted by (c) of this section, 15 (1) unless (a)(4) of this section requires the secured party to apply or 16 pay over cash proceeds to a consignor, the secured party shall account to and pay a 17 debtor for any surplus; and 18 (2) the obligor is liable for any deficiency. 19 (e) If the underlying transaction is a sale of accounts, chattel paper, payment 20 intangibles, or promissory notes, 21 (1) the debtor is not entitled to any surplus; and 22 (2) the obligor is not liable for any deficiency. 23 (f) The surplus or deficiency after a disposition is calculated based on the 24 amount of proceeds that would have been realized in a disposition complying with 25 AS 45.29.601 - 45.29.628 to a transferee other than the secured party, a person related 26 to the secured party, or a secondary obligor if 27 (1) the transferee in the disposition is the secured party, a person 28 related to the secured party, or a secondary obligor; and 29 (2) the amount of proceeds of the disposition is significantly below the 30 range of proceeds that a complying disposition to a person other than the secured 31 party, a person related to the secured party, or a secondary obligor would have
01 brought. 02 (g) A secured party who receives cash proceeds of a disposition in good faith 03 and without knowledge that the receipt violates the rights of the holder of a security 04 interest or other lien that is not subordinate to the security interest or agricultural lien 05 under which the disposition is made 06 (1) takes the cash proceeds free of the security interest or other lien; 07 (2) is not obligated to apply the proceeds of the disposition to the 08 satisfaction of obligations secured by the security interest or other lien; and 09 (3) is not obligated to account to or pay the holder of the security 10 interest or other lien for any surplus. 11 Sec. 45.29.616. Explanation of calculation of surplus or deficiency. (a) In 12 this section, 13 (1) "explanation" means a writing that 14 (A) states the amount of the surplus or deficiency; 15 (B) provides an explanation in accordance with (c) of this 16 section of how the secured party calculated the surplus or deficiency; 17 (C) states, if applicable, that future debits, credits, charges, 18 including additional credit service charges or interest, rebates, and expenses 19 may affect the amount of the surplus or deficiency; and 20 (D) provides a telephone number or mailing address from which 21 additional information concerning the transaction is available; 22 (2) "request" means a record 23 (A) authenticated by a debtor or consumer obligor; 24 (B) requesting that the recipient provide an explanation; and 25 (C) sent after disposition of the collateral under AS 45.29.610. 26 (b) In a consumer goods transaction in which the debtor is entitled to a surplus 27 or a consumer obligor is liable for a deficiency under AS 45.29.615, the secured party 28 shall 29 (1) send an explanation to the debtor or consumer obligor, as 30 applicable, after the disposition and 31 (A) before or when the secured party accounts to the debtor and
01 pays any surplus or first makes written demand on the consumer obligor after 02 the disposition for payment of the deficiency; and 03 (B) within 14 days after receipt of a request; or 04 (2) in the case of a consumer obligor who is liable for a deficiency, 05 within 14 days after receipt of a request, send to the consumer obligor a record 06 waiving the secured party's right to a deficiency. 07 (c) To comply with (a)(1)(B) of this section, a writing must provide the 08 following information in the following order: 09 (1) the aggregate amount of obligations secured by the security interest 10 under which the disposition was made, and, if the amount reflects a rebate of unearned 11 interest or credit service charge, an indication of that fact, calculated as of a specified 12 date 13 (A) if the secured party takes or receives possession of the 14 collateral after default, not more than 35 days before the secured party takes 15 or receives possession; or 16 (B) if the secured party takes or receives possession of the 17 collateral before default or does not take possession of the collateral, not more 18 than 35 days before the disposition; 19 (2) the amount of proceeds of the disposition; 20 (3) the aggregate amount of the obligations after deducting the amount 21 of proceeds; 22 (4) the amount, in the aggregate or by type, and types of expenses, 23 including expenses of retaking, holding, preparing for disposition, processing, and 24 disposing of the collateral, and attorney fees secured by the collateral that are known 25 to the secured party and relate to the current disposition; 26 (5) the amount, in the aggregate or by type, and types of credits, 27 including rebates of interest or credit service charges, to which the obligor is known 28 to be entitled and that are not reflected in the amount in (1) of this subsection; and 29 (6) the amount of the surplus or deficiency. 30 (d) A particular phrasing of the explanation is not required. An explanation 31 complying substantially with the requirements of (a) of this section is sufficient even
01 if it includes minor errors that are not seriously misleading. 02 (e) A debtor or consumer obligor is entitled without charge to one response 03 to a request under this section during any six-month period in which the secured party 04 did not send to the debtor or consumer obligor an explanation under (b)(1) of this 05 section. The secured party may require payment of a charge not exceeding $25 for 06 each additional response. 07 Sec. 45.29.617. Rights of transferee of collateral. (a) A secured party's 08 disposition of collateral after default 09 (1) transfers to a transferee for value all of the debtor's rights in the 10 collateral; 11 (2) discharges the security interest under which the disposition is made; 12 and 13 (3) discharges any subordinate security interest or other subordinate 14 lien. 15 (b) A transferee who acts in good faith takes free of the rights and interests 16 described in (a) of this section even if the secured party fails to comply with this 17 chapter or the requirements of a judicial proceeding. 18 (c) If a transferee does not take free of the rights and interests described in (a) 19 of this section, the transferee takes the collateral subject to 20 (1) the debtor's rights in the collateral; 21 (2) the security interest or agricultural lien under which the disposition 22 is made; and 23 (3) any other security interest or other lien. 24 Sec. 45.29.618. Rights and duties of certain secondary obligors. (a) A 25 secondary obligor acquires the rights and becomes obligated to perform the duties of 26 the secured party after the secondary obligor 27 (1) receives an assignment of a secured obligation from the secured 28 party; 29 (2) receives a transfer of collateral from the secured party and agrees 30 to accept the rights and assume the duties of the secured party; or 31 (3) is subrogated to the rights of a secured party with respect to
01 collateral. 02 (b) An assignment, transfer, or subrogation described in (a) of this section 03 (1) is not a disposition of collateral under AS 45.29.610; and 04 (2) relieves the secured party of further duties under this chapter. 05 Sec. 45.29.619. Transfer of record or legal title. (a) In this section, 06 "transfer statement" means a record authenticated by a secured party stating 07 (1) that the debtor has defaulted in connection with an obligation 08 secured by specified collateral; 09 (2) that the secured party has exercised its post-default remedies with 10 respect to the collateral; 11 (3) that, by reason of the exercise, a transferee has acquired the rights 12 of the debtor in the collateral; and 13 (4) the name and mailing address of the secured party, debtor, and 14 transferee. 15 (b) A transfer statement entitles the transferee to the transfer of record of all 16 rights of the debtor in the collateral specified in the statement in an official filing, 17 recording, registration, or certificate-of-title system covering the collateral. If a 18 transfer statement is presented with the applicable fee and request form to the official 19 or office responsible for maintaining the system, the official or office shall 20 (1) accept the transfer statement; 21 (2) promptly amend its records to reflect the transfer; and 22 (3) if applicable, issue a new appropriate certificate of title in the name 23 of the transferee. 24 (c) A transfer of the record or legal title to collateral to a secured party under 25 (b) of this section or otherwise is not of itself a disposition of collateral under this 26 chapter and does not of itself relieve the secured party of its duties under this chapter. 27 Sec. 45.29.620. Acceptance of collateral in full or partial satisfaction of 28 obligation; compulsory disposition of collateral. (a) Except as otherwise provided 29 in (g) of this section, a secured party may accept collateral in full or partial satisfaction 30 of the obligation it secures only if 31 (1) the debtor consents to the acceptance under (c) of this section;
01 (2) the secured party does not receive, within the time set out in (d) of 02 this section, a notification of objection to the proposal authenticated by 03 (A) a person to which the secured party was required to send 04 a proposal under AS 45.29.621; or 05 (B) any other person, other than the debtor, holding an interest 06 in the collateral subordinate to the security interest that is the subject of the 07 proposal; 08 (3) if the collateral is consumer goods, the collateral is not in the 09 possession of the debtor when the debtor consents to the acceptance; and 10 (4) the provisions of (e) of this section do not require the secured party 11 to dispose of the collateral or the debtor waives the requirement under AS 45.29.624. 12 (b) A purported or apparent acceptance of collateral under this section is 13 ineffective unless 14 (1) the secured party consents to the acceptance in an authenticated 15 record or sends a proposal to the debtor; and 16 (2) the conditions of (a) of this section are met. 17 (c) For purposes of this section, a debtor consents to an acceptance of 18 collateral 19 (1) in partial satisfaction of the obligation it secures only if the debtor 20 agrees to the terms of the acceptance in a record authenticated after default; and 21 (2) in full satisfaction of the obligation it secures only if the debtor 22 agrees to the terms of the acceptance in a record authenticated after default or the 23 secured party 24 (A) sends to the debtor after default a proposal that is 25 unconditional or subject only to a condition that collateral not in the possession 26 of the secured party be preserved or maintained; 27 (B) in the proposal, proposes to accept collateral in full 28 satisfaction of the obligation it secures; and 29 (C) does not receive a notification of objection authenticated by 30 the debtor within 20 days after the proposal is sent. 31 (d) To be effective under (a)(2) of this section, a notification of objection must
01 be received by the secured party 02 (1) in the case of a person to which the proposal was sent under 03 AS 45.29.621, within 20 days after notification was sent to that person; and 04 (2) in other cases, 05 (A) within 20 days after the last notification was sent under 06 AS 45.29.621; or 07 (B) if a notification was not sent, before the debtor consents to 08 the acceptance under (c) of this section. 09 (e) A secured party that has taken possession of collateral shall dispose of the 10 collateral under AS 45.29.610 within the time specified in (f) of this section if 11 (1) 60 percent of the cash price has been paid in the case of a purchase 12 money security interest in consumer goods; or 13 (2) 60 percent of the principal amount of the obligation secured has 14 been paid in the case of a nonpurchase money security interest in consumer goods. 15 (f) To comply with (e) of this section, the secured party shall dispose of the 16 collateral within 17 (1) 90 days after taking possession; or 18 (2) any longer period to which the debtor and all secondary obligors 19 have agreed in an agreement to that effect entered into and authenticated after default. 20 (g) In a consumer transaction, a secured party may not accept collateral in 21 partial satisfaction of the obligation it secures. 22 Sec. 45.29.621. Notification of proposal to accept collateral. (a) A secured 23 party who desires to accept collateral in full or partial satisfaction of the obligation it 24 secures shall send its proposal to 25 (1) any person from which the secured party has received, before the 26 debtor consented to the acceptance, an authenticated notification of a claim of an 27 interest in the collateral; 28 (2) any other secured party or lienholder who, 10 days before the 29 debtor consented to the acceptance, held a security interest in or other lien on the 30 collateral perfected by the filing of a financing statement that 31 (A) identified the collateral;
01 (B) was indexed under the debtor's name as of that date; and 02 (C) was filed in the office or offices in which to file a financing 03 statement against the debtor covering the collateral as of that date; and 04 (3) any other secured party who, 10 days before the debtor consented 05 to the acceptance, held a security interest in the collateral perfected by compliance 06 with a statute, regulation, or treaty described in AS 45.29.311(a). 07 (b) A secured party who desires to accept collateral in partial satisfaction of 08 the obligation it secures shall send its proposal to any secondary obligor in addition 09 to the persons described in (a) of this section. 10 Sec. 45.29.622. Effect of acceptance of collateral. (a) A secured party's 11 acceptance of collateral in full or partial satisfaction of the obligation it secures 12 (1) discharges the obligation to the extent consented to by the debtor; 13 (2) transfers to the secured party all of a debtor's rights in the 14 collateral; 15 (3) discharges the security interest or agricultural lien that is the subject 16 of the debtor's consent and any subordinate security interest or other subordinate lien; 17 and 18 (4) terminates any other subordinate interest. 19 (b) A subordinate interest is discharged or terminated under (a) of this section, 20 even if the secured party fails to comply with this chapter. 21 Sec. 45.29.623. Right to redeem collateral. (a) A debtor, a secondary 22 obligor, or other secured party or lienholder may redeem collateral. 23 (b) To redeem collateral, a person shall tender 24 (1) fulfillment of all obligations secured by the collateral; and 25 (2) the reasonable expenses and attorney fees described in 26 AS 45.29.615(a)(1). 27 (c) A redemption may occur at any time before a secured party has 28 (1) collected collateral under AS 45.29.607; 29 (2) disposed of collateral or entered into a contract for its disposition 30 under AS 45.29.610; or 31 (3) accepted collateral in full or partial satisfaction of the obligation it
01 secures under AS 45.29.622. 02 Sec. 45.29.624. Waiver. (a) A debtor or secondary obligor may waive the 03 right to notification of disposition of collateral under AS 45.29.611 only by an 04 agreement to that effect entered into and authenticated after default. 05 (b) A debtor may waive the right to require disposition of collateral under 06 AS 45.29.620(e) only by an agreement to that effect entered into and authenticated 07 after default. 08 (c) Except in a consumer goods transaction, a debtor or secondary obligor may 09 waive the right to redeem collateral under AS 45.29.623 only by an agreement to that 10 effect entered into and authenticated after default. 11 Sec. 45.29.625. Remedies for secured party's failure to comply with 12 chapter. (a) If it is established that a secured party is not proceeding in accordance 13 with this chapter, a court may order or restrain collection, enforcement, or disposition 14 of collateral on appropriate terms and conditions. 15 (b) Subject to (c), (d), and (f) of this section, a person is liable for damages 16 in the amount of any loss caused by a failure to comply with this chapter. Loss 17 caused by a failure to comply may include loss resulting from the debtor's inability to 18 obtain, or increased costs of, alternative financing. 19 (c) Except as otherwise provided in AS 45.29.628, 20 (1) a person who, at the time of the failure, was a debtor or an obligor 21 or held a security interest in or other lien on the collateral may recover damages under 22 (b) of this section for its loss; and 23 (2) if the collateral is consumer goods, a person who was a debtor or 24 secondary obligor at the time a secured party failed to comply with AS 45.29.601 - 25 45.29.628 may recover for that failure in any event an amount not less than the credit 26 service charge plus 10 percent of the principal amount of the obligation or the time- 27 price differential plus 10 percent of the cash price. 28 (d) A debtor whose deficiency is eliminated under AS 45.29.626 may recover 29 damages for the loss of any surplus. However, a debtor or secondary obligor whose 30 deficiency is eliminated or reduced under AS 45.29.626 may not otherwise recover 31 under (b) of this section for noncompliance with the provisions of AS 45.29.601 -
01 45.29.628 relating to collection, enforcement, disposition, or acceptance. 02 (e) In addition to damages recoverable under (b) of this section, the debtor, 03 consumer obligor, or person named as a debtor in a filed record, as applicable, may 04 recover $500 in each case from a person that 05 (1) fails to comply with AS 45.29.208; 06 (2) fails to comply with AS 45.29.209; 07 (3) files a record that the person is not entitled to file under 08 AS 45.29.509(a); 09 (4) fails to cause the secured party of record to file or send a 10 termination statement as required by AS 45.29.513(a) or (c); 11 (5) fails to comply with AS 45.29.616(b)(1) and whose failure is part 12 of a pattern, or consistent with a practice, of noncompliance; or 13 (6) fails to comply with AS 45.29.616(b)(2). 14 (f) A debtor or consumer obligor may recover damages under (b) of this 15 section and, in addition, $500 in each case from a person who, without reasonable 16 cause, fails to comply with a request under AS 45.29.210. A recipient of a request 17 under AS 45.29.210 who never claimed an interest in the collateral or obligations that 18 are the subject of a request under that section has a reasonable excuse for failure to 19 comply with the request within the meaning of this subsection. 20 (g) If a secured party fails to comply with a request regarding a list of 21 collateral or a statement of account under AS 45.29.210, the secured party may claim 22 a security interest only as shown on the list or statement included in the request as 23 against a person who is reasonably misled by the failure. 24 Sec. 45.29.626. Action in which deficiency or surplus is in issue. (a) In an 25 action arising from a transaction, other than a consumer transaction, in which the 26 amount of a deficiency or surplus is in issue, the following rules apply: 27 (1) a secured party need not prove compliance with the provisions of 28 AS 45.29.601 - 45.29.628 relating to collection, enforcement, disposition, or acceptance 29 unless the debtor or secondary obligor places the secured party's compliance in issue; 30 (2) if the secured party's compliance is placed in issue, the secured 31 party has the burden of establishing that the collection, enforcement, disposition, or
01 acceptance was conducted in compliance with the provisions of AS 45.29.601 - 02 45.29.628; 03 (3) except as otherwise provided in AS 45.29.628, if a secured party 04 fails to prove that the collection, enforcement, disposition, or acceptance was 05 conducted in compliance with the provisions of AS 45.29.601 - 45.29.628 relating to 06 collection, enforcement, disposition, or acceptance, the liability of a debtor or 07 secondary obligor for a deficiency is limited to an amount by which the sum of the 08 secured obligation, expenses, and attorney fees exceeds the greater of 09 (A) the proceeds of the collection, enforcement, disposition, or 10 acceptance; or 11 (B) the amount of proceeds that would have been realized had 12 the noncomplying secured party proceeded in compliance with the provisions 13 of AS 45.29.601 - 45.29.628 relating to collection, enforcement, disposition, or 14 acceptance; 15 (4) for purposes of (3)(B) of this subsection, the amount of proceeds 16 that would have been realized is equal to the sum of the secured obligation, expenses, 17 and attorney fees unless the secured party proves that the amount is less than that sum; 18 (5) if a deficiency or surplus is calculated under AS 45.29.615(f), the 19 debtor or obligor has the burden of establishing that the amount of proceeds of the 20 disposition is significantly below the range of prices that a complying disposition to 21 a person other than the secured party, a person related to the secured party, or a 22 secondary obligor would have brought. 23 (b) The limitation of the rules in (a) of this section to transactions other than 24 consumer transactions is intended to leave to the court the determination of the proper 25 rules in consumer transactions. The court may not infer from that limitation the nature 26 of the proper rule in consumer transactions and may continue to apply established 27 approaches. 28 Sec. 45.29.627. Determination of whether conduct was commercially 29 reasonable. (a) The fact that a greater amount could have been obtained by a 30 collection, enforcement, disposition, or acceptance at a different time or in a different 31 method from that selected by the secured party is not of itself sufficient to preclude
01 the secured party from establishing that the collection, enforcement, disposition, or 02 acceptance was made in a commercially reasonable manner. 03 (b) A disposition of collateral is made in a commercially reasonable manner 04 if the disposition is made 05 (1) in the usual manner on any recognized market; 06 (2) at the price current in any recognized market at the time of the 07 disposition; or 08 (3) otherwise in conformity with reasonable commercial practices 09 among dealers in the type of property that was the subject of the disposition. 10 (c) A collection, enforcement, disposition, or acceptance is commercially 11 reasonable if it has been approved 12 (1) in a judicial proceeding; 13 (2) by a bona fide creditors' committee; 14 (3) by a representative of creditors; or 15 (4) by an assignee for the benefit of creditors. 16 (d) Approval under (c) of this section need not be obtained, and lack of 17 approval does not mean that the collection, enforcement, disposition, or acceptance is 18 not commercially reasonable. 19 Sec. 45.29.628. Nonliability and limitation on liability of secured party; 20 liability of secondary obligor. (a) Unless a secured party knows that a person is a 21 debtor or obligor, knows the identity of the person, and knows how to communicate 22 with the person, 23 (1) the secured party is not liable to the person, or to a secured party 24 or lienholder that has filed a financing statement against the person, for failure to 25 comply with this chapter; and 26 (2) the secured party's failure to comply with this chapter does not 27 affect the liability of the person for a deficiency. 28 (b) A secured party is not liable because of its status as secured party 29 (1) to a person who is a debtor or obligor unless the secured party 30 knows 31 (A) that the person is a debtor or obligor;
01 (B) the identity of the person; and 02 (C) how to communicate with the person; or 03 (2) to a secured party or lienholder that has filed a financing statement 04 against a person unless the secured party knows 05 (A) that the person is a debtor; and 06 (B) the identity of the person. 07 (c) A secured party is not liable to a person, and a person's liability for a 08 deficiency is not affected, because of an act or omission arising out of the secured 09 party's reasonable belief that a transaction is not a consumer goods transaction or a 10 consumer transaction or that goods are not consumer goods if the secured party's belief 11 is based on its reasonable reliance on 12 (1) a debtor's representation concerning the purpose for which collateral 13 was to be used, acquired, or held; or 14 (2) an obligor's representation concerning the purpose for which a 15 secured obligation was incurred. 16 (d) A secured party is not liable to a person under AS 45.29.625(c)(2) for its 17 failure to comply with AS 45.29.616. 18 (e) A secured party is not liable under AS 45.29.625(c)(2) more than once with 19 respect to any one secured obligation. 20 Article 7. Transitional Provisions. 21 Sec. 45.29.702. Savings clause. (a) Except as otherwise provided in 22 AS 45.29.702 - 45.29.709, this chapter applies to a transaction or lien within the scope 23 of this chapter, even if the transaction or lien was entered into or created before July 1, 24 2001. 25 (b) Except as otherwise provided in (c) of this section and AS 45.29.703 - 26 45.29.709, 27 (1) transactions and liens that were not governed by former AS 45.09, 28 were validly entered into or created before July 1, 2001, and would be subject to this 29 chapter if they had been entered into or created on or after July 1, 2001, and the rights, 30 duties, and interests flowing from those transactions and liens remain valid on and 31 after July 1, 2001; and
01 (2) the transactions and liens may be terminated, completed, 02 consummated, and enforced as required or permitted under this chapter or by the law 03 that otherwise would apply if this chapter had not taken effect. 04 Sec. 45.29.703. Security interest perfected before effective date. (a) A 05 security interest that is enforceable June 30, 2001, and would have priority over the 06 rights of a person who becomes a lien creditor June 30, 2001, is a perfected security 07 interest under this chapter if, on July 1, 2001, the applicable requirements for 08 enforceability and perfection under this chapter are satisfied without further action. 09 (b) Except as otherwise provided in AS 45.29.705, if, on June 30, 2001, a 10 security interest is enforceable and would have priority over the rights of a person who 11 becomes a lien creditor June 30, 2001, but the applicable requirements for 12 enforceability or perfection under this chapter are not satisfied on July 1, 2001, the 13 security interest 14 (1) is a perfected security interest until July 1, 2002; 15 (2) remains enforceable on and after July 1, 2002, only if the security 16 interest becomes enforceable under AS 45.29.203 before July 1, 2002; and 17 (3) remains perfected on and after July 1, 2002, only if the applicable 18 requirements for perfection under this chapter are satisfied before July 1, 2002. 19 Sec. 45.29.704. Security interest unperfected before effective date. A 20 security interest that is enforceable June 30, 2001, but that would be subordinate to the 21 rights of a person who becomes a lien creditor June 30, 2001, 22 (1) remains an enforceable security interest until July 1, 2002; 23 (2) remains enforceable on and after July 1, 2002, if the security 24 interest becomes enforceable under AS 45.29.203 on July 1, 2001, or before July 1, 25 2002; and 26 (3) becomes perfected 27 (A) without further action on July 1, 2001, if the applicable 28 requirements for perfection under this chapter are satisfied before July 1, 2001; 29 or 30 (B) when the applicable requirements for perfection are satisfied 31 if the requirements are satisfied on or after July 1, 2001.
01 Sec. 45.29.705. Effectiveness of action taken before effective date. (a) If 02 action, other than the filing of a financing statement, is taken before July 1, 2001, and 03 the action would have resulted in priority of a security interest over the rights of a 04 person who becomes a lien creditor had the security interest become enforceable before 05 July 1, 2001, the action is effective to perfect a security interest that attaches under this 06 chapter before July 1, 2002. An attached security interest becomes unperfected on 07 July 1, 2002, unless the security interest becomes a perfected security interest under 08 this chapter before July 1, 2002. 09 (b) The filing of a financing statement before July 1, 2001, is effective to 10 perfect a security interest to the extent the filing would satisfy the applicable 11 requirements for perfection under this chapter. 12 (c) This chapter does not render ineffective an effective financing statement 13 that, before July 1, 2001, is filed and satisfies the applicable requirements for 14 perfection under the law of the jurisdiction governing perfection as provided in former 15 AS 45.09.103. However, except as otherwise provided in (d) and (e) of this section 16 and AS 45.29.706, the financing statement ceases to be effective at the earlier of 17 (1) the time the financing statement would have ceased to be effective 18 under the law of the jurisdiction in which it is filed; or 19 (2) June 30, 2006. 20 (d) The filing of a continuation statement on or after July 1, 2001, does not 21 continue the effectiveness of the financing statement filed before July 1, 2001. 22 However, upon the timely filing of a continuation statement on or after July 1, 2001, 23 and in accordance with the law of the jurisdiction governing perfection as provided in 24 AS 45.29.301 - 45.29.342, the effectiveness of a financing statement filed in the same 25 office in that jurisdiction before July 1, 2001, continues for the period provided by the 26 law of that jurisdiction. 27 (e) The provisions of (c)(2) of this section apply to a financing statement that, 28 before July 1, 2001, is filed against a transmitting utility and satisfies the applicable 29 requirements for perfection under the law of the jurisdiction governing perfection as 30 provided in former AS 45.09.103 only to the extent that AS 45.29.301 - 45.29.342 31 provides that the law of a jurisdiction other than the jurisdiction in which the financing
01 statement is filed governs perfection of a security interest in collateral covered by the 02 financing statement. 03 (f) A financing statement that includes a financing statement filed before 04 July 1, 2001, and a continuation statement filed on or after July 1, 2001, is effective 05 only to the extent that it satisfies the requirements of AS 45.29.501 - 45.29.525 for an 06 initial financing statement. 07 Sec. 45.29.706. When initial financing statement suffices to continue 08 effectiveness of continuation statement. (a) The filing of an initial financing 09 statement in the office specified in AS 45.29.501 continues the effectiveness of a 10 financing statement filed before July 1, 2001, if 11 (1) the filing of an initial financing statement in that office would be 12 effective to perfect a security interest under this chapter; 13 (2) the pre-effective date financing statement was filed in an office in 14 another state or another office in this state; and 15 (3) the initial financing statement satisfies (b) of this section. 16 (b) The filing of an initial financing statement under (a) of this section 17 continues the effectiveness of the pre-effective date financing statement if the initial 18 financing statement is filed 19 (1) before July 1, 2001, for the period provided in former AS 45.09.403 20 with respect to a financing statement; and 21 (2) on or after July 1, 2001, for the period provided in AS 45.29.515 22 with respect to an initial financing statement. 23 (c) To be effective for purposes of (a) of this section, an initial financing 24 statement must 25 (1) satisfy the requirements of AS 45.29.501 - 45.29.524 for an initial 26 financing statement; 27 (2) identify the pre-effective date financing statement by indicating the 28 office in which the financing statement was filed and providing the dates of filing and 29 file numbers, if any, of the financing statement and of the most recent continuation 30 statement filed with respect to the financing statement; and 31 (3) indicate that the pre-effective date financing statement remains
01 effective. 02 Sec. 45.29.707. Amendment of pre-effective date financing statement. (a) 03 On or after July 1, 2001, a person may add or delete collateral covered by, continue 04 or terminate the effectiveness of, or otherwise amend the information provided in, a 05 pre-effective date financing statement only in accordance with the law of the 06 jurisdiction governing perfection as provided in AS 45.29.301 - 45.29.342. However, 07 the effectiveness of a pre-effective date financing statement also may be terminated in 08 accordance with the law of the jurisdiction in which the financing statement is filed. 09 (b) Except as otherwise provided in (c) of this section, if the law of this state 10 governs perfection of a security interest, the information in a pre-effective date 11 financing statement may be amended on or after July 1, 2001, only if 12 (1) the pre-effective date financing statement and an amendment are 13 filed in the office specified in AS 45.29.501; 14 (2) an amendment is filed in the office specified in AS 45.29.501 15 concurrently with, or after the filing in that office of, an initial financing statement that 16 satisfies AS 45.29.706(c); or 17 (3) an initial financing statement that provides the information as 18 amended and satisfies AS 45.29.706(c) is filed in the office specified in AS 45.29.501. 19 (c) If the law of this state governs perfection of a security interest, the 20 effectiveness of a pre-effective date financing statement may be continued only under 21 AS 45.29.705(d) and (f) or 45.29.706. 22 (d) Whether or not the law of this state governs perfection of a security 23 interest, the effectiveness of a pre-effective date financing statement filed in this state 24 may be terminated on or after July 1, 2001, by filing a termination statement in the 25 office in which the pre-effective date financing statement is filed, unless an initial 26 financing statement that satisfies AS 45.29.706(c) has been filed in the office specified 27 by the law of the jurisdiction governing perfection as provided in AS 45.29.301 - 28 45.29.342 as the office in which to file a financing statement. 29 (e) In this section, "pre-effective date financing statement" means a financing 30 statement filed before July 1, 2001. 31 Sec. 45.29.708. Persons entitled to file initial financing statement or
01 continuation statement. A person may file an initial financing statement or a 02 continuation statement under AS 45.29.702 - 45.29.709 if 03 (1) the secured party of record authorizes the filing; and 04 (2) the filing is necessary under AS 45.29.702 - 45.29.709 to 05 (A) continue the effectiveness of a financing statement filed 06 before July 1, 2001; or 07 (B) perfect or continue the perfection of a security interest. 08 Sec. 45.29.709. Priority. (a) This chapter determines the priority of 09 conflicting claims to collateral. However, if the relative priorities of the claims were 10 established before July 1, 2001, former AS 45.09 determines priority. 11 (b) For purposes of AS 45.29.322(a), the priority of a security interest that 12 becomes enforceable under AS 45.29.203 dates from July 1, 2001, if the security 13 interest is perfected under this chapter by the filing of a financing statement before 14 July 1, 2001, that would not have been effective to perfect the security interest under 15 former AS 45.09. This subsection does not apply to conflicting security interests each 16 of which is perfected by the filing of such a financing statement. 17 * Sec. 2. AS 44.37.027 is amended by adding new subsections to read: 18 (d) To keep the filing office regulations and practices of the filing office in 19 harmony with the regulations and practices of filing offices in other jurisdictions that 20 enact laws that are substantially similar to AS 45.29.501 - 45.29.525, and to keep the 21 technology used by the filing office compatible with the technology used by filing 22 offices in those other jurisdictions, the Department of Natural Resources, so far as is 23 consistent with the purposes, policies, and provisions of this chapter, in adopting, 24 amending, and repealing filing office regulations, shall 25 (1) consult with filing offices in other jurisdictions that enact laws that 26 are substantially similar to AS 45.29.501 - 45.29.525; and 27 (2) consult the most recent version of the Model Rules promulgated by 28 the International Association of Corporate Administrators or any successor 29 organization; and 30 (3) take into consideration the regulations and practices of, and the 31 technology used by, filing offices in other jurisdictions that enact laws that are
01 substantially similar to AS 45.29.501 - 45.29.525. 02 (e) The Department of Natural Resources shall report annually on or before 03 January 15 to the governor on the operation of the filing office described in 04 AS 45.29.501(a)(2). The report must contain a statement of the extent to which the 05 filing office regulations are not in harmony with 06 (1) the regulations of filing offices in other jurisdictions that enact laws 07 that are substantially similar to AS 45.29.501 - 45.29.525 and the reasons for these 08 variations; and 09 (2) the most recent version of the Model Rules promulgated by the 10 International Association of Corporate Administrators, or any successor organization, 11 and the reasons for these variations. 12 * Sec. 3. AS 45.01.105(b) is amended to read: 13 (b) Where one of the following provisions of the code specifies the applicable 14 law, that provision governs and a contrary agreement is effective only to the extent 15 permitted by the law, including the conflict of laws rules, so specified: 16 (1) AS 45.02.402 (rights of creditors against sold goods); 17 (2) AS 45.04.102 (applicability of the chapter on bank deposits and 18 collections); 19 (3) AS 45.05.116 (applicability of the chapter on letters of credit); 20 (4) AS 45.08.110 (applicability of the chapter on investment securities); 21 (5) [AS 45.09.103 (PERFECTION PROVISIONS OF THE CHAPTER 22 ON SECURED TRANSACTIONS); 23 (6)] AS 45.12.105 and 45.12.106 (applicability of the chapter on 24 leases); 25 (6) [(7)] AS 45.14 (funds transfers) ; and 26 (7) AS 45.29.301 - 45.29.307 (law governing the effect of perfection 27 or nonperfection and the priority of security interests and agricultural liens) . 28 * Sec. 4. AS 45.01.201(9) is repealed and reenacted to read: 29 (9) "buyer in ordinary course of business" means a person who buys 30 goods in good faith, without knowledge that the sale violates the rights of another 31 person in the goods, and in the ordinary course from a person, other than a
01 pawnbroker, in the business of selling goods of that kind; a person buys goods in the 02 ordinary course if the sale to the person comports with the usual or customary 03 practices in the kind of business in which the seller is engaged or with the seller's own 04 usual or customary practices; a person who sells oil, gas, or other minerals at the 05 wellhead or minehead is a person in the business of selling goods of that kind; a buyer 06 in ordinary course of business may buy for cash, by exchange of other property, or on 07 secured or unsecured credit, and may acquire goods or documents of title under a 08 preexisting contract for sale; only a buyer that takes possession of the goods or has a 09 right to recover the goods from the seller under AS 45.02 may be a buyer in ordinary 10 course of business; a person who acquires goods in a transfer in bulk or as security for 11 or in total or partial satisfaction of a money debt is not a buyer in ordinary course of 12 business; 13 * Sec. 5. AS 45.01.201(33) is amended to read: 14 (33) "purchase" includes taking by sale, discount, negotiation, 15 mortgage, pledge, lien, security interest, issue or re-issue, gift, or any other voluntary 16 transaction creating an interest in property; 17 * Sec. 6. AS 45.01.201(38) is amended to read: 18 (38) "security interest" means an interest in personal property or 19 fixtures that secures payment or performance of an obligation; [THE RETENTION OR 20 RESERVATION OF TITLE BY A SELLER OF GOODS NOTWITHSTANDING 21 SHIPMENT OR DELIVERY TO THE BUYER (AS 45.02.401) IS LIMITED IN 22 EFFECT TO A RESERVATION OF A "SECURITY INTEREST";] the term also 23 includes an interest of a consignor and a buyer of accounts , [OR] chattel paper , a 24 payment intangible, or a promissory note in a transaction that is subject to 25 AS 45.29 [AS 45.09]; the special property interest of a buyer of goods on 26 identification of the goods to a contract for sale under AS 45.02.401 is not a "security 27 interest," but a buyer may also acquire a "security interest" by complying with 28 AS 45.29 [AS 45.09]; except as otherwise provided in AS 45.02.505, the right of 29 a seller or lessor of goods under AS 45.02 or AS 45.12 to retain or acquire 30 possession of the goods is not a "security interest," but a seller or lessor may also 31 acquire a "security interest" by complying with AS 45.29; the retention or
01 reservation of title by a seller of goods notwithstanding shipment or delivery to 02 the buyer (AS 45.02.401) is limited in effect to a reservation of a "security 03 interest" [UNLESS A CONSIGNMENT IS INTENDED AS SECURITY, 04 RESERVATION OF TITLE UNDER THE CONSIGNMENT IS NOT A "SECURITY 05 INTEREST," BUT A CONSIGNMENT IS IN ANY EVENT SUBJECT TO THE 06 PROVISIONS ON CONSIGNMENT SALES (AS 45.02.326)]; whether a transaction 07 creates a lease or security interest is determined by the facts of each case; however, 08 (A) a transaction creates a security interest if the consideration 09 the lessee is to pay the lessor for the right to possession and use of the goods 10 is an obligation for the term of the lease not subject to termination by the 11 lessee; and 12 (i) the original term of the lease is equal to or greater 13 than the remaining economic life of the goods; 14 (ii) the lessee is bound to renew the lease for the 15 remaining economic life of the goods or is bound to become the owner 16 of the goods; 17 (iii) the lessee has an option to renew the lease for the 18 remaining economic life of the goods for no additional consideration or 19 nominal additional consideration upon compliance with the lease 20 agreement; or 21 (iv) the lessee has an option to become the owner of the 22 goods for no additional consideration or nominal additional 23 consideration upon compliance with the lease agreement; 24 (B) a transaction does not create a security interest merely 25 because it provides that 26 (i) the present value of the consideration the lessee is 27 obligated to pay the lessor for the right to possession and use of the 28 goods is substantially equal to or is greater than the fair market value 29 of the goods at the time the lease is entered into; 30 (ii) the lessee assumes risk of loss of the goods, or 31 agrees to pay taxes, insurance, filing, recording, or registration fees, or
01 service or maintenance costs with respect to the goods; 02 (iii) the lessee has an option to renew the lease or to 03 become the owner of the goods; 04 (iv) the lessee has an option to renew the lease for a 05 fixed rent that is equal to or greater than the reasonably predictable fair 06 market rent for the use of the goods for the term of the renewal at the 07 time the option is to be performed; or 08 (v) the lessee has an option to become the owner of the 09 goods for a fixed price that is equal to or greater than the reasonably 10 predictable fair market value of the goods at the time the option is to 11 be performed; 12 (C) in this paragraph, additional consideration is nominal if it 13 is less than the lessee's reasonably predictable cost of performing under the 14 lease agreement if the option is not exercised; additional consideration is not 15 nominal if 16 (i) when the option to renew the lease is granted to the 17 lessee , the rent is stated to be the fair market rent for the use of the 18 goods for the term of the renewal determined at the time the option is 19 to be performed; or 20 (ii) when the option to become the owner of the goods 21 is granted to the lessee , the price is stated to be the fair market value 22 of the goods determined at the time the option is to be performed; 23 (D) in this paragraph, 24 (i) "present value" means the amount as of a date certain 25 of one or more sums payable in the future, discounted to the date 26 certain; the discount is determined by the interest rate specified by the 27 parties if the rate is not manifestly unreasonable at the time the 28 transaction is entered into; otherwise, the discount is determined by a 29 commercially reasonable rate that takes into account the facts and 30 circumstances of each case at the time the transaction was entered into; 31 and
01 (ii) "reasonably predictable" and "remaining economic 02 life of the goods" are to be determined with reference to the facts and 03 circumstances at the time the transaction is entered into; 04 * Sec. 7. AS 45.02.103(c) is amended to read: 05 (c) The following definitions in other chapters apply to this chapter: 06 (1) "check" (AS 45.03.104); 07 (2) "consignee" (AS 45.07.102); 08 (3) "consignor" (AS 45.07.102); 09 (4) "consumer goods" ( AS 45.29.102 [AS 45.09.109]); 10 (5) "dishonor" (AS 45.03.502); 11 (6) "draft" (AS 45.03.104). 12 * Sec. 8. AS 45.02.210 is repealed and reenacted to read: 13 Sec. 45.02.210. Delegation of performance; assignment of rights. (a) A 14 party may perform the party's duty through a delegate unless otherwise agreed or 15 unless the other party has a substantial interest in having the original promisor perform 16 or control the acts required by the contract. No delegation of performance relieves the 17 party delegating of a duty to perform or a liability for breach. 18 (b) Unless otherwise agreed, all rights of either seller or buyer can be assigned 19 except where the assignment would materially change the duty of the other party, 20 increase materially the burden or risk imposed on the other party by the contract, or 21 impair materially the chance of obtaining return performance. A right to damages for 22 breach of the whole contract or a right arising out of the assignor's due performance 23 of the entire obligation can be assigned despite agreement otherwise. 24 (c) The creation, attachment, perfection, or enforcement of a security interest 25 in the seller's interest under a contract is not a transfer that materially changes the duty 26 of or increases materially the burden or risk imposed on the buyer or impairs 27 materially the buyer's chance of obtaining return performance within the purview of 28 (b) of this section unless, and then only to the extent that, enforcement actually results 29 in a delegation of material performance of the seller; even in that event, the creation, 30 attachment, perfection, and enforcement of the security interest remain effective, but 31 (1) the seller is liable to the buyer for damages caused by the
01 delegation to the extent that the damages could not reasonably be prevented by the 02 buyer; and 03 (2) a court having jurisdiction may grant other appropriate relief, 04 including cancellation of the contract for sale or an injunction against enforcement of 05 the security interest or consummation of the enforcement. 06 (d) Unless the circumstances indicate the contrary, a prohibition of assignment 07 of "the contract" is to be construed as barring only the delegation to the assignee of 08 the assignor's performance. 09 (e) An assignment of "the contract" or "all my rights under the contract" or an 10 assignment in similar general terms is an assignment of rights and, unless the language 11 or the circumstances (as in an assignment for security) indicate the contrary, it is a 12 delegation of performance of the duties of the assignor and its acceptance by the 13 assignee constitutes a promise by the assignee to perform those duties. This promise 14 is enforceable by either the assignor or the other party to the original contract. 15 (f) The other party may treat an assignment which delegates performance as 16 creating reasonable grounds for insecurity and may, without prejudice to the party's 17 rights against the assignor, demand assurances from the assignee (AS 45.02.609). 18 * Sec. 9. AS 45.02.326 is repealed and reenacted to read: 19 Sec. 45.02.326. Sale on approval and sale or return; rights of creditors. 20 (a) Unless otherwise agreed, if delivered goods may be returned by the buyer even 21 though they conform to the contract, the transaction is 22 (1) a "sale on approval" if the goods are delivered primarily for use; 23 and 24 (2) a "sale or return" if the goods are delivered primarily for resale. 25 (b) Goods held on approval are not subject to the claims of the buyer's 26 creditors until acceptance; goods held on sale or return are subject to such claims while 27 in the buyer's possession. 28 (c) An "or return" term of a contract for sale is to be treated as a separate 29 contract for sale within the statute of frauds section (AS 45.02.201), and as 30 contradicting the sale aspect of the contract within the provisions on parol or extrinsic 31 evidence (AS 45.02.202).
01 (d) Whenever an artist delivers or causes to be delivered a work of fine art of 02 the artist's creation to an art dealer for the purpose of sale, or exhibition and sale to 03 the public on a commission or fee or other basis of compensation, the work of fine art 04 is not subject to the claims of the art dealer's creditors. For the purposes of this 05 subsection, 06 (1) "art dealer" means a person other than a public auctioneer engaged 07 in the business of selling works of fine art; 08 (2) "artist" means the creator of a work of fine art; 09 (3) "fine art" includes a painting, sculpture, drawing, photograph, or 10 work of graphic art. 11 * Sec. 10. AS 45.02.502 is repealed and reenacted to read: 12 Sec. 45.02.502. Buyer's right to goods on seller's repudiation, failure to 13 deliver, or insolvency. (a) Subject to (b) and (c) of this section and even though the 14 goods have not been shipped, a buyer who has paid a part or all of the price of goods 15 in which the buyer has a special property under the provisions of AS 45.02.501 may, 16 on making and keeping good a tender of an unpaid portion of their price, recover them 17 from the seller if 18 (1) in the case of goods bought for personal, family, or household 19 purposes, the seller repudiates or fails to deliver as required by the contract; or 20 (2) in all cases, the seller becomes insolvent within 10 days after 21 receipt of the first installment on their price. 22 (b) The buyer's right to recover the goods under (a)(1) of this section vests 23 upon acquisition of a special property even if the seller had not then repudiated or 24 failed to deliver. 25 (c) If the identification creating the buyer's special property has been made by 26 the buyer, the buyer acquires the right to recover the goods only if they conform to the 27 contract for sale. 28 * Sec. 11. AS 45.02.716(c) is amended to read: 29 (c) The buyer has a right of replevin for goods identified to the contract if 30 after reasonable effort the buyer is unable to effect cover for the goods or the 31 circumstances reasonably indicate that such effort will be unavailing or if the goods
01 have been shipped under reservation and satisfaction of the security interest in them 02 has been made or tendered. In the case of goods bought for personal, family, or 03 household purposes, the buyer's right of replevin vests upon acquisition of a 04 special property even if the seller had not then repudiated or failed to deliver. 05 * Sec. 12. AS 45.04.210(c) is amended to read: 06 (c) Receipt by a collecting bank of a final settlement for an item is a 07 realization on its security interest in the item, accompanying documents, and proceeds. 08 So long as the bank does not receive final settlement for the item or give up 09 possession of the item or accompanying documents for purposes other than collection, 10 the security interest continues to that extent and is subject to AS 45.29 [AS 45.09], but 11 (1) a security agreement is not necessary to make the security interest 12 enforceable ( AS 45.29.203(b)(3)(A) [AS 45.09.203(a)]); 13 (2) filing is not required to perfect the security interest; and 14 (3) the security interest has priority over conflicting perfected security 15 interests in the item, accompanying documents, or proceeds. 16 * Sec. 13. AS 45.05 is amended by adding a new section to read: 17 Sec. 45.05.118. Security interest of issuer or nominated person. (a) An 18 issuer or nominated person has a security interest in a document presented under a 19 letter of credit to the extent that the issuer or nominated person honors or gives value 20 for the presentation. 21 (b) So long as and to the extent that an issuer or nominated person has not 22 been reimbursed or has not otherwise recovered the value given with respect to a 23 security interest in a document under (a) of this section, the security interest continues 24 and is subject to AS 45.29, but 25 (1) a security agreement is not necessary to make the security interest 26 enforceable under AS 45.29.203(b)(3); 27 (2) if the document is presented in a medium other than a written or 28 other tangible medium, the security interest is perfected; and 29 (3) if the document is presented in a written or other tangible medium 30 and is not a certificated security, chattel paper, a document of title, an instrument, or 31 a letter of credit, the security interest is perfected and has priority over a conflicting
01 security interest in the document so long as the debtor does not have possession of the 02 document. 03 * Sec. 14. AS 45.07.503(a) is amended to read: 04 (a) A document of title confers no right in goods against a person who, before 05 issuance of the document, had a legal interest or a perfected security interest in them 06 and who neither 07 (1) delivered or entrusted them or a document of title covering them 08 to the bailor or the bailor's nominee with actual or apparent authority to ship, store, or 09 sell or with power to obtain delivery under AS 45.07.403 or with power of disposition 10 under AS 45.02.403 and AS 45.29.320 [AS 45.09.307] or other statute or rule of law; 11 nor 12 (2) acquiesced in the procurement by the bailor or the bailor's nominee 13 of a document of title. 14 * Sec. 15. AS 45.08.103(f) is amended to read: 15 (f) A commodity contract, as defined in AS 45.29.102(a) [AS 45.09.115], is 16 not a security or a financial asset. 17 * Sec. 16. AS 45.08.106(d) is amended to read: 18 (d) A purchaser has control of a security entitlement if 19 (1) the purchaser becomes the entitlement holder; or 20 (2) the securities intermediary has agreed that the securities 21 intermediary will comply with entitlement orders originated by the purchaser without 22 further consent by the entitlement holder ; or 23 (3) another person has control of the security entitlement on behalf 24 of the purchaser or, having previously acquired control of the security 25 entitlement, acknowledges that it has control on behalf of the purchaser . 26 * Sec. 17. AS 45.08.106(f) is amended to read: 27 (f) A purchaser who has satisfied the requirements of (c) or (d) [(c)(2) OR 28 (d)(2)] of this section has control even if the registered owner in the case of (c) [(c)(2)] 29 of this section or the entitlement holder in the case of (d) [(d)(2)] of this section 30 retains the right to make substitutions for the uncertificated security or security 31 entitlement, to originate instructions or entitlement orders to the issuer or securities
01 intermediary, or otherwise to deal with the uncertificated security or security 02 entitlement. 03 * Sec. 18. AS 45.08.110(d) is amended to read: 04 (d) The following rules determine a securities intermediary's jurisdiction for 05 purposes of this section: 06 (1) if an agreement between the securities intermediary and its 07 entitlement holder governing the securities account expressly provides that a 08 particular jurisdiction is the securities intermediary's jurisdiction for purposes of 09 AS 45.08.101 - 45.08.116, this chapter, or this code [SPECIFIES THAT IT IS 10 GOVERNED BY THE LAW OF A PARTICULAR JURISDICTION], that jurisdiction 11 is the securities intermediary's jurisdiction; 12 (2) if (1) of this subsection does not apply and an agreement 13 between the securities intermediary and its entitlement holder governing the 14 securities account expressly provides that the agreement is governed by the law 15 of a particular jurisdiction, that jurisdiction is the securities intermediary's 16 jurisdiction; 17 (3) if neither (1) nor (2) of this subsection applies and an agreement 18 between the securities intermediary and its entitlement holder governing the securities 19 account [DOES NOT SPECIFY THE GOVERNING LAW AS PROVIDED IN (1) OF 20 THIS SUBSECTION, BUT] expressly provides specifies that the securities account 21 is maintained at an office in a particular jurisdiction, that jurisdiction is the securities 22 intermediary's jurisdiction; 23 (4) [(3)] if none of the preceding paragraphs of this subsection 24 applies [AN AGREEMENT BETWEEN THE SECURITIES INTERMEDIARY AND 25 ITS ENTITLEMENT HOLDER DOES NOT SPECIFY A JURISDICTION 26 AS PROVIDED IN (1) OR (2) OF THIS SUBSECTION], the securities intermediary's 27 jurisdiction is the jurisdiction in which [IS LOCATED] the office identified in an 28 account statement as the office serving the entitlement holder's account is located ; 29 (5) [(4)] if none of the preceding paragraphs of this subsection 30 applies [AN AGREEMENT BETWEEN THE SECURITIES INTERMEDIARY AND 31 ITS ENTITLEMENT HOLDER DOES NOT SPECIFY A JURISDICTION
01 AS PROVIDED IN (1) OR (2) OF THIS SUBSECTION AND AN ACCOUNT 02 STATEMENT DOES NOT IDENTIFY AN OFFICE SERVING THE ENTITLEMENT 03 HOLDER'S ACCOUNT AS PROVIDED IN (3) OF THIS SUBSECTION], the 04 securities intermediary's jurisdiction is the jurisdiction in which [IS LOCATED] the 05 chief executive office of the securities intermediary is located . 06 * Sec. 19. AS 45.08.301(a) is amended to read: 07 (a) Delivery of a certificated security to a purchaser occurs when 08 (1) the purchaser acquires possession of the security certificate; 09 (2) another person, other than a securities intermediary, either acquires 10 possession of the security certificate on behalf of the purchaser or, having previously 11 acquired possession of the certificate, acknowledges that it holds for the purchaser; or 12 (3) a securities intermediary acting on behalf of the purchaser acquires 13 possession of the security certificate, only if the certificate is in registered form and 14 is 15 (A) registered in the name of the purchaser; 16 (B) payable to the order of the purchaser; or 17 (C) [HAS BEEN] specially endorsed to the purchaser by an 18 effective endorsement and has not been endorsed to the securities 19 intermediary or in blank . 20 * Sec. 20. AS 45.08.302(a) is amended to read: 21 (a) Except as otherwise provided in (b) and (c) of this section, a purchaser 22 [UPON DELIVERY] of a certificated or uncertificated security [TO A PURCHASER, 23 THE PURCHASER] acquires all rights in the security that the transferor had or had 24 power to transfer. 25 * Sec. 21. AS 45.08.510(a) is amended to read: 26 (a) In a case not covered by the priority rules in AS 45.29 or the rules 27 stated in (c) of this section, an [AN] action based on an adverse claim to a financial 28 asset or security entitlement, whether framed in conversion, replevin, constructive trust, 29 equitable lien, or other theory, may not be asserted against a person who purchases a 30 security entitlement, or an interest in a security entitlement, from an entitlement holder 31 if the purchaser gives value, does not have notice of the adverse claim, and obtains
01 control. 02 * Sec. 22. AS 45.08.510(c) is amended to read: 03 (c) In a case not covered by the priority rules in AS 45.29 [AS 45.09], a 04 purchaser for value of a security entitlement, or an interest in a security entitlement, 05 who obtains control has priority over a purchaser of a security entitlement, or an 06 interest in a security entitlement, who does not obtain control. Except as otherwise 07 provided in (d) of this section, purchasers [PURCHASERS] who have control rank 08 according to priority in time of 09 (1) the purchaser's becoming the person for whom the securities 10 account, in which the security entitlement is carried is maintained, if the 11 purchaser obtained control under AS 45.08.106(d)(1); 12 (2) the securities intermediary's agreement to comply with the 13 purchaser's entitlement orders with respect to security entitlements carried or to 14 be carried in the securities account in which the security entitlement is carried if 15 the purchaser obtained control under AS 45.08.106(d)(2); or 16 (3) if the purchaser obtained control through another person under 17 AS 45.08.106(d)(3), the time on which priority would be based under this 18 subsection if the other person were the secured party [EQUALLY, EXCEPT THAT 19 A SECURITIES INTERMEDIARY AS PURCHASER HAS PRIORITY OVER A 20 CONFLICTING PURCHASER WHO HAS CONTROL UNLESS OTHERWISE 21 AGREED BY THE SECURITIES INTERMEDIARY]. 22 * Sec. 23. AS 45.08.510 is amended by adding a new subsection to read: 23 (d) A securities intermediary as purchaser has priority over a conflicting 24 purchaser who has control unless otherwise agreed by the securities intermediary. 25 * Sec. 24. AS 45.12.103(c) is amended to read: 26 (c) The following definitions in AS 45.02 and AS 45.29 [AS 45.09] apply to 27 this chapter: 28 (1) "account" ( AS 45.29.102(a) [AS 45.09.106]); 29 (2) "between merchants" (AS 45.02.104(c)); 30 (3) "buyer" (AS 45.02.103(a)(1)); 31 (4) "chattel paper" ( AS 45.29.102(a) [AS 45.09.105(a)(2)]);
01 (5) "consumer goods" ( AS 45.29.102(a) [AS 45.09.109(1)]); 02 (6) "document" ( AS 45.29.102(a) [AS 45.09.105(a)(6)]); 03 (7) "entrusting" (AS 45.02.403(c)); 04 (8) "general intangible" (AS 45.29.102(a) [INTANGIBLES" 05 (AS 45.09.106]); 06 (9) "good faith" (AS 45.02.103(a)(2)); 07 (10) "instrument" ( AS 45.29.102(a) [AS 45.09.105(a)(9)]); 08 (11) "merchant" (AS 45.02.104(a)); 09 (12) "mortgage" ( AS 45.29.102(a) [AS 45.09.105(a)(10)]); 10 (13) "pursuant to a commitment" ( AS 45.29.102(a) 11 [AS 45.09.105(a)(11)]); 12 (14) "receipt" (AS 45.02.103(a)(3)); 13 (15) "sale" (AS 45.02.106(a)); 14 (16) "sale on approval" (AS 45.02.326); 15 (17) "sale or return" (AS 45.02.326); 16 (18) "seller" (AS 45.02.103(a)(4)). 17 * Sec. 25. AS 45.12.303(a) is amended to read: 18 (a) Except as provided in (d) [(b) - (d)] of this section and AS 45.29.407 , a 19 provision in a lease agreement that does either of the following gives rise to the rights 20 and remedies provided in (e) of this section, but a transfer that is prohibited or is an 21 event of default under the lease agreement is otherwise effective: 22 (1) prohibits the voluntary or involuntary transfer, including a transfer 23 by sale, sublease, creation or enforcement of a security interest, or attachment, levy, 24 or other judicial process, of 25 (A) an interest of a party under the lease contract; or 26 (B) the lessor's residual interest in the goods; or 27 (2) makes a transfer under (1) of this subsection an event of default. 28 * Sec. 26. AS 45.12.303(e) is amended to read: 29 (e) Subject to (d) [(b) - (d)] of this section and AS 45.29.407 , 30 (1) if a transfer is made that is made an event of default under a lease 31 agreement, the party to the lease contract not making the transfer, unless that party
01 waives the default or otherwise agrees, has the rights and remedies under 02 AS 45.12.501(b); 03 (2) if (1) of this subsection is not applicable and if a transfer is made 04 that is prohibited under a lease agreement or that materially impairs the prospect of 05 obtaining return performance by, materially changes the duty of, or materially increases 06 the burden or risk imposed on, the other party to the lease contract, unless the party 07 not making the transfer agrees at any time to the transfer in the lease contract or 08 otherwise, then, except as limited by contract, the transferor is liable to the party not 09 making the transfer for damages caused by the transfer to the extent that the damages 10 could not reasonably be prevented by the party not making the transfer, and a court 11 having jurisdiction may grant other appropriate relief, including cancellation of the 12 lease contract or an injunction against the transfer. 13 * Sec. 27. AS 45.12.303(i) is amended to read: 14 (i) In this section, "creation of a security interest" includes the sale of a lease 15 contract that is subject to AS 45.29 [AS 45.09], on secured transactions, by reason of 16 AS 45.29.109(a)(3) [AS 45.09.102(a)(2)]. 17 * Sec. 28. AS 45.12.307(b) is amended to read: 18 (b) Except as otherwise provided in (c) [AND (d)] of this section and in 19 AS 45.12.306 and 45.12.308, a creditor of a lessor takes subject to the lease contract 20 unless 21 (1) the creditor holds a lien that attached to the goods before the lease 22 contract became enforceable[; 23 (2) THE CREDITOR HOLDS A SECURITY INTEREST IN THE 24 GOODS AND THE LESSEE GAVE VALUE AND RECEIVED DELIVERY OF THE 25 GOODS WITH KNOWLEDGE OF THE SECURITY INTEREST; OR 26 (3) THE CREDITOR HOLDS IN THE GOODS A SECURITY 27 INTEREST THAT WAS PERFECTED UNDER AS 45.29.303 BEFORE THE LEASE 28 CONTRACT BECAME ENFORCEABLE]. 29 * Sec. 29. AS 45.12.307(c) is repealed and reenacted to read: 30 (c) Except as otherwise provided in AS 45.29.317, 45.29.321, and 45.29.323, 31 a lessee takes a leasehold interest subject to a security interest held by a creditor of the
01 lessor. 02 * Sec. 30. AS 45.12.309(j)(2) is amended to read: 03 (2) a "fixture filing" is the recording, in the office where a mortgage 04 on the real estate would be recorded, of a financing statement covering goods that are 05 or are to become fixtures and conforming to the requirements of AS 45.29.502(a) and 06 (b) [AS 45.09.402(f)]; 07 * Sec. 31. AS 45.09.101, 45.09.102, 45.09.103, 45.09.104, 45.09.105, 45.09.106, 45.09.107, 08 45.09.108, 45.09.109, 45.09.110, 45.09.112, 45.09.113, 45.09.114, 45.09.115, 45.09.116, 09 45.09.201, 45.09.202, 45.09.203, 45.09.204, 45.09.205, 45.09.206, 45.09.207, 45.09.208, 10 45.09.301, 45.09.302, 45.09.303, 45.09.304, 45.09.305, 45.09.306, 45.09.307, 45.09.308, 11 45.09.309, 45.09.310, 45.09.311, 45.09.312, 45.09.313, 45.09.314, 45.09.315, 45.09.316, 12 45.09.317, 45.09.318, 45.09.401, 45.09.402, 45.09.403, 45.09.404, 45.09.405, 45.09.406, 13 45.09.407, 45.09.408, 45.09.501, 45.09.502, 45.09.503, 45.09.504, 45.09.505, 45.09.506, 14 45.09.507; AS 45.12.303(b), 45.12.303(c), and 45.12.307(d) are repealed. 15 * Sec. 32. The uncodified law of the State of Alaska is amended by adding a new section 16 to read: 17 COURT RULE CHANGE. To the extent that they may allow the recovery of expenses 18 in a court action that are not allowed under Rule 79, Alaska Rules of Civil procedure, the 19 following sections have the effect of amending Rule 79, Alaska Rules of Civil procedure: 20 AS 45.29.607(d), 45.29.608(a)(1)(A), 45.29.615(a)(1), and 45.29.626(a)(3) and (4). 21 * Sec. 33. The uncodified law of the State of Alaska is amended by adding a new section 22 to read: 23 REGULATIONS. The Department of Natural Resources may proceed to adopt 24 regulations to implement this Act. The regulations take effect under AS 44.62 (Administrative 25 Procedure Act) but not before July 1, 2001. 26 * Sec. 34. The uncodified law of the State of Alaska is amended by adding a new section 27 to read: 28 APPLICABILITY. This Act does not apply to an action, case, or proceeding 29 commenced before July 1, 2001. 30 * Sec. 35. The uncodified law of the State of Alaska is amended by adding a new section 31 to read:
01 REVISOR'S INSTRUCTION. In the following statute sections, the revisor shall 02 change 03 (1) the references to "AS 45.09" to read "AS 45.29": AS 06.40.170; 04 AS 16.10.320(b); AS 34.80.470(j), 34.08.050; AS 44.37.027(a), 44.37.027(b); AS 45.02.402(c), 05 45.02.403(d); AS 45.03.102(b), 45.03.605(f); AS 45.05.114(f); AS 45.07.209(b); 06 AS 45.08.105(e); AS 45.12.309(i); 07 (2) the references to "AS 45.01 - AS 45.09, AS 45.12, and AS 45.14 (Uniform 08 Commercial Code)" and "AS 45.01 - 45.09, AS 45.12, and AS 45.14" to "AS 45.01 - 45.08, 09 AS 45.12, AS 45.14, and AS 45.29 (Uniform Commercial Code)": AS 09.25.060, 09.25.090; 10 AS 14.42.220(c), 14.42.250; AS 25.27.279; AS 29.35.625(e); AS 36.30.860; AS 44.83.100(c), 11 44.83.120; AS 44.85.140; AS 44.88.090(c); AS 45.50.541(a); AS 45.63.030(a), 45.63.030(c); 12 (3) the references to "AS 45.01 - AS 45.09, AS 45.12, and AS 45.14" to 13 "AS 45.01 - 45.08, AS 45.12, AS 45.14, and AS 45.29": AS 28.10.491(a); AS 44.85.140; 14 AS 45.01.101, 45.01.201(10); AS 45.05.116(d). 15 * Sec. 36. Except as provided in sec. 37 of this Act, this Act takes effect July 1, 2001. 16 * Sec. 37. Section 33 of this Act takes effect immediately under AS 01.10.070(c).