SCS 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."
00SENATE CS FOR CS 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) "pursuant to a commitment," with respect to an advance made or 08 other value given by a secured party, means in accordance with a secured party's 09 obligation, whether or not a subsequent event of default or other event not within the 10 secured party's control has relieved or may relieve the secured party from its 11 obligation; 12 (85) "record," except as used in "for record," "of record," "record or 13 legal title," and "record owner," means information that is inscribed on a tangible 14 medium or that is stored in an electronic or other medium and is retrievable in 15 perceivable form; 16 (86) "registered organization" means an organization organized solely 17 under the law of a single state or the United States and as to which the state or the 18 United States must maintain a public record showing the organization to have been 19 organized; 20 (87) "sale" has the meaning given in AS 45.02.106(a); 21 (88) "secondary obligor" means an obligor to the extent that 22 (A) the obligor's obligation is secondary; or 23 (B) the obligor has a right of recourse with respect to an 24 obligation secured by collateral against the debtor or another obligor, or 25 property of either; 26 (89) "secured party" means 27 (A) a person in whose favor a security interest is created or 28 provided for under a security agreement, whether or not an obligation to be 29 secured is outstanding; 30 (B) a person who holds an agricultural lien; 31 (C) a consignor;
01 (D) a person to which accounts, chattel paper, payment 02 intangibles, or promissory notes have been sold; 03 (E) a trustee, indenture trustee, agent, collateral agent, or other 04 representative in whose favor a security interest or agricultural lien is created 05 or provided for; or 06 (F) a person who holds a security interest arising under 07 AS 45.02.401, 45.02.505, 45.02.711(c), AS 45.04.210, AS 45.05.118, or 08 AS 45.12.508(e); 09 (90) "securities account" has the meaning given in AS 45.08.501(e); 10 (91) "securities intermediary" has the meaning given in 11 AS 45.08.102(a); 12 (92) "security" has the meaning given in AS 45.08.102(a); 13 (93) "security agreement" means an agreement that creates or provides 14 for a security interest; 15 (94) "security certificate" has the meaning given in AS 45.08.102(a); 16 (95) "security entitlement" has the meaning given in AS 45.08.102(a); 17 (96) "send," in connection with a record or notification, means to 18 (A) deposit in the mail, deliver for transmission, or transmit by 19 another usual means of communication, with postage or cost of transmission 20 provided for, addressed to an address reasonable under the circumstances; or 21 (B) cause the record or notification to be received within the 22 time that it would have been received if properly sent under (A) of this 23 paragraph; 24 (97) "software" means a computer program and supporting information 25 provided in connection with a transaction relating to the program; the term does not 26 include a computer program that is included in the definition of "goods"; 27 (98) "state" means a state of the United States, the District of 28 Columbia, Puerto Rico, the United States Virgin Islands, or a territory or insular 29 possession subject to the jurisdiction of the United States; 30 (99) "supporting obligation" means a letter-of-credit right or secondary 31 obligation that supports the payment or performance of an account, chattel paper, a
01 document, a general intangible, an instrument, or investment property; 02 (100) "tangible chattel paper" means chattel paper evidenced by a 03 record or records consisting of information that is inscribed on a tangible medium; 04 (101) "termination statement" means an amendment of a financing 05 statement that 06 (A) identifies by its file number the initial financing statement 07 to which it relates; and 08 (B) indicates either that it is a termination statement or that the 09 identified financing statement is no longer effective; 10 (102) "transmitting utility" means a person primarily engaged in the 11 business of 12 (A) operating a railroad, subway, street railway, or trolley bus; 13 (B) transmitting communications electrically, 14 electromagnetically, or by light; 15 (C) transmitting goods by pipeline or sewer; or 16 (D) transmitting or producing and transmitting electricity, steam, 17 gas, or water; 18 (103) "uncertificated security" has the meaning given in 19 AS 45.08.102(a). 20 (b) In addition, AS 45.01 contains general definitions and principles of 21 construction and interpretation applicable throughout this chapter. 22 Sec. 45.29.103. Purchase money security interest; application of payments; 23 burden of establishing. (a) In this section, 24 (1) "purchase money collateral" means goods or software that secures 25 a purchase money obligation incurred with respect to that collateral; and 26 (2) "purchase money obligation" means an obligation of an obligor 27 incurred as all or part of the price of the collateral or for value given to enable the 28 debtor to acquire rights in or the use of the collateral if the value is in fact so used. 29 (b) A security interest in goods is a purchase money security interest 30 (1) to the extent that the goods are purchase money collateral with 31 respect to that security interest;
01 (2) if the security interest is in inventory that is or was purchase money 02 collateral, to the extent that the security interest secures a purchase money obligation 03 incurred with respect to other inventory in which the secured party holds or held a 04 purchase money security interest; and 05 (3) to the extent that the security interest secures a purchase money 06 obligation incurred with respect to software in which the secured party holds or held 07 a purchase money security interest. 08 (c) A security interest in software is a purchase money security interest to the 09 extent that the security interest also secures a purchase money obligation incurred with 10 respect to goods in which the secured party holds or held a purchase money security 11 interest if the debtor acquired its interest in the software 12 (1) in an integrated transaction in which it acquired an interest in the 13 goods; and 14 (2) for the principal purpose of using the software in the goods. 15 (d) The security interest of a consignor in goods that are the subject of a 16 consignment is a purchase money security interest in inventory. 17 (e) In a transaction other than a consumer goods transaction, if the extent to 18 which a security interest is a purchase money security interest depends on the 19 application of a payment to a particular obligation, the payment must be applied 20 (1) in accordance with any reasonable method of application to which 21 the parties agree; 22 (2) in the absence of the parties' agreement to a reasonable method, in 23 accordance with an intention of the obligor manifested at or before the time of 24 payment; or 25 (3) in the absence of an agreement to a reasonable method and a timely 26 manifestation of the obligor's intention, in the following order: 27 (A) to obligations that are not secured; and 28 (B) if more than one obligation is secured, to obligations 29 secured by purchase money security interests in the order in which those 30 obligations were incurred. 31 (f) In a transaction, other than a consumer goods transaction, a purchase
01 money security interest does not lose its status as such even if 02 (1) the purchase money collateral also secures an obligation that is not 03 a purchase money obligation; 04 (2) collateral that is not purchase money collateral also secures the 05 purchase money obligation; or 06 (3) the purchase money obligation has been renewed, refinanced, 07 consolidated, or restructured. 08 (g) In a transaction other than a consumer goods transaction, a secured party 09 claiming a purchase money security interest has the burden of establishing the extent 10 to which the security interest is a purchase money security interest. 11 (h) The limitation of the rules in (e) - (g) of this section to transactions other 12 than consumer goods transactions is intended to leave to the court the determination 13 of the proper rules in consumer goods transactions. The court may not infer from that 14 limitation the nature of the proper rule in consumer goods transactions and may 15 continue to apply established approaches. 16 Sec. 45.29.104. Control of deposit account. (a) A secured party has control 17 of a deposit account if 18 (1) the secured party is the bank with which the deposit account is 19 maintained; 20 (2) the debtor, secured party, and bank have agreed in an authenticated 21 record that the bank will comply with instructions originated by the secured party 22 directing disposition of the funds in the deposit account without further consent by the 23 debtor; or 24 (3) the secured party becomes the bank's customer with respect to the 25 deposit account. 26 (b) A secured party that has satisfied (a) of this section has control even if the 27 debtor retains the right to direct the disposition of funds from the deposit account. 28 Sec. 45.29.105. Control of electronic chattel paper. A secured party has 29 control of electronic chattel paper if the record or records comprising the chattel paper 30 are created, stored, and assigned in such a manner that 31 (1) a single authoritative copy of the record or records exists that is
01 unique, identifiable, and, except as otherwise provided in (4) - (6) of this section, 02 unalterable; 03 (2) the authoritative copy identifies the secured party as the assignee 04 of the record or records; 05 (3) the authoritative copy is communicated to and maintained by the 06 secured party or its designated custodian; 07 (4) copies or revisions that add or change an identified assignee of the 08 authoritative copy can be made only with the participation of the secured party; 09 (5) each copy of the authoritative copy and any copy of a copy is 10 readily identifiable as a copy that is not the authoritative copy; and 11 (6) any revision of the authoritative copy is readily identifiable as an 12 authorized or unauthorized revision. 13 Sec. 45.29.106. Control of investment property. (a) A person has control 14 of a certificated security, uncertificated security, or security entitlement as provided in 15 AS 45.08.106. 16 (b) A secured party has control of a commodity contract if 17 (1) the secured party is the commodity intermediary with which the 18 commodity contract is carried; or 19 (2) the commodity customer, secured party, and commodity 20 intermediary have agreed that the commodity intermediary will apply any value 21 distributed on account of the commodity contract as directed by the secured party 22 without further consent by the commodity customer. 23 (c) A secured party having control of all security entitlements or commodity 24 contracts carried in a securities account or commodity account has control over the 25 securities account or commodity account. 26 Sec. 45.29.107. Control of letter-of-credit right. A secured party has control 27 of a letter-of-credit right to the extent of any right to payment or performance by the 28 issuer or a nominated person if the issuer or nominated person has consented to an 29 assignment of proceeds of the letter of credit under AS 45.05.114(c) or otherwise 30 applicable law or practice. 31 Sec. 45.29.108. Sufficiency of description. (a) Except as otherwise provided
01 in (c) - (e) of this section, a description of personal or real property is sufficient, 02 whether or not it is specific, if it reasonably identifies what is described. 03 (b) Except as otherwise provided in (d) of this section, a description of 04 collateral reasonably identifies the collateral if it identifies the collateral by 05 (1) specific listing; 06 (2) category; 07 (3) except as otherwise provided in (e) of this section, a type of 08 collateral defined in the code; 09 (4) quantity; 10 (5) computational or allocational formula or procedure; or 11 (6) except as otherwise provided in (c) of this section, another method 12 if the identity of the collateral is objectively determinable. 13 (c) A description of collateral as "all the debtor's assets" or "all the debtor's 14 personal property" or using words of similar import does not reasonably identify the 15 collateral. 16 (d) Except as otherwise provided in (e) of this section, a description of a 17 security entitlement, securities account, or commodity account is sufficient if it 18 describes 19 (1) the collateral by those terms or as investment property; or 20 (2) the underlying financial asset or commodity contract. 21 (e) A description only by type of collateral defined in the code is an 22 insufficient description of 23 (1) a commercial tort claim; or 24 (2) in a consumer transaction, consumer goods, a security entitlement, 25 a securities account, or a commodity account. 26 Sec. 45.29.109. Scope. (a) Except as otherwise provided in (c) and (d) of this 27 section, this chapter applies to 28 (1) a transaction, regardless of its form, that creates a security interest 29 in personal property or fixtures by contract; 30 (2) an agricultural lien; 31 (3) a sale of accounts, chattel paper, payment intangibles, or promissory
01 notes; 02 (4) a consignment; 03 (5) a security interest arising under AS 45.02.401, 45.02.505, 04 45.02.711(c), or AS 45.12.508(e), as provided in AS 45.29.110; and 05 (6) a security interest arising under AS 45.04.210 or AS 45.05.118. 06 (b) The application of this chapter to a security interest in a secured obligation 07 is not affected by the fact that the obligation is itself secured by a transaction or 08 interest to which this chapter does not apply. 09 (c) This chapter does not apply to the extent that 10 (1) a statute, regulation, or treaty of the United States preempts this 11 chapter; 12 (2) another statute of this state expressly governs the creation, 13 perfection, priority, or enforcement of a security interest created by this state or a 14 governmental unit of this state; 15 (3) a statute of another state, a foreign country, or a governmental unit 16 of another state or a foreign country, other than a statute generally applicable to 17 security interests, expressly governs creation, perfection, priority, or enforcement of 18 a security interest created by the state, country, or governmental unit; or 19 (4) the rights of a transferee beneficiary or nominated person under a 20 letter of credit are independent and superior under AS 45.05.114. 21 (d) This chapter does not apply to 22 (1) a landlord's lien, other than an agricultural lien; 23 (2) a lien, other than an agricultural lien, given by statute or other rule 24 of law for services or materials, but AS 45.29.333 applies with respect to priority of 25 the lien; 26 (3) an assignment of a claim for wages, salary, or other compensation 27 of an employee; 28 (4) a sale of accounts, chattel paper, payment intangibles, or promissory 29 notes as part of a sale of the business out of which they arose; 30 (5) an assignment of accounts, chattel paper, payment intangibles, or 31 promissory notes that is for the purpose of collection only;
01 (6) an assignment of a right to payment under a contract to an assignee 02 that is also obligated to perform under the contract; 03 (7) an assignment of a single account, payment intangible, or 04 promissory note to an assignee in full or partial satisfaction of a preexisting 05 indebtedness; 06 (8) a transfer of an interest in or an assignment of a claim under a 07 policy of insurance, other than an assignment by or to a health care provider of a 08 health care insurance receivable and any subsequent assignment of the right to 09 payment, but AS 45.29.315 and 45.29.322 apply with respect to proceeds and priorities 10 in proceeds; 11 (9) an assignment of a right represented by a judgment, other than a 12 judgment taken on a right to payment that was collateral; 13 (10) a right of recoupment or setoff, but 14 (A) AS 45.29.340 applies with respect to the effectiveness of 15 rights of recoupment or setoff against deposit accounts; and 16 (B) AS 45.29.404 applies with respect to defenses or claims of 17 an account debtor; 18 (11) the creation or transfer of an interest in or lien on real property, 19 including a lease or rents thereunder, except to the extent that provision is made for 20 (A) liens on real property in AS 45.29.203 and 45.29.308; 21 (B) fixtures in AS 45.29.334; 22 (C) fixture filings in AS 45.29.501, 45.29.502, 45.29.512, 23 45.29.516, and 45.29.519; and 24 (D) security agreements covering personal and real property in 25 AS 45.29.604; 26 (12) an assignment of a claim arising in tort, other than a commercial 27 tort claim, but AS 45.29.315 and 45.29.322 apply with respect to proceeds and 28 priorities in proceeds; 29 (13) an assignment of a deposit account in a consumer transaction, but 30 AS 45.29.315 and 45.29.322 apply with respect to proceeds and priorities in proceeds; 31 or
01 (14) notwithstanding (c)(2) of this section, a transfer by a government 02 or governmental subdivision or agency. 03 Sec. 45.29.110. Security interests arising under AS 45.02 or AS 45.12. A 04 security interest arising under AS 45.02.401, 45.02.505, 45.02.711(c), or 05 AS 45.12.508(e) is subject to this chapter. However, until the debtor obtains 06 possession of the goods, 07 (1) the security interest is enforceable even if AS 45.29.203(b)(3) has 08 not been satisfied; 09 (2) filing is not required to perfect the security interest; 10 (3) the rights of the secured party after default by the debtor are 11 governed by AS 45.02 or AS 45.12; and 12 (4) the security interest has priority over a conflicting security interest 13 created by the debtor. 14 Article 2. Security Agreements; Security Interests. 15 Sec. 45.29.201. General effectiveness of security agreement. (a) Except as 16 otherwise provided in the code, a security agreement is effective according to its terms 17 between the parties, against purchasers of the collateral, and against creditors. 18 (b) A transaction subject to this chapter is subject to 19 (1) an applicable rule of law that establishes a different rule for 20 consumers; 21 (2) another statute or regulation that regulates the rates, charges, 22 agreements, and practices for loans, credit sales, or other extensions of credit; and 23 (3) consumer protection statutes or regulations. 24 (c) In case of conflict between this chapter and a rule of law, statute, or 25 regulation described in (b) of this section, the rule of law, statute, or regulation 26 controls. Failure to comply with a statute or regulation described in (b) of this section 27 has only the effect the statute or regulation specifies. 28 (d) This chapter does not 29 (1) validate a rate, charge, agreement, or practice that violates a rule 30 of law, statute, or regulation described in (b) of this section; or 31 (2) extend the application of the rule of law, statute, or regulation to
01 a transaction not otherwise subject to it. 02 Sec. 45.29.202. Title to collateral immaterial. Except as otherwise provided 03 with respect to consignments or sales of accounts, chattel paper, payment intangibles, 04 or promissory notes, the provisions of this chapter with regard to rights and obligations 05 apply whether title to collateral is in the secured party or the debtor. 06 Sec. 45.29.203. Attachment and enforceability of security interest; 07 proceeds; supporting obligations; formal requisites. (a) A security interest attaches 08 to collateral when it becomes enforceable against the debtor with respect to the 09 collateral unless an agreement expressly postpones the time of attachment. 10 (b) Except as otherwise provided in (c) - (i) of this section, a security interest 11 is enforceable against the debtor and third parties with respect to the collateral only 12 if 13 (1) value has been given; 14 (2) the debtor has rights in the collateral or the power to transfer rights 15 in the collateral to a secured party; and 16 (3) one of the following conditions is met: 17 (A) the debtor has authenticated a security agreement that 18 provides a description of the collateral and, if the security interest covers 19 timber to be cut, a description of the land concerned; 20 (B) the collateral is not a certificated security and is in the 21 possession of the secured party under AS 45.29.313 under the debtor's security 22 agreement; 23 (C) the collateral is a certificated security in registered form, 24 and the security certificate has been delivered to the secured party under 25 AS 45.08.301 under the debtor's security agreement; or 26 (D) the collateral is deposit accounts, electronic chattel paper, 27 investment property, or letter-of-credit rights, and the secured party has control 28 under AS 45.29.104, 45.29.105, 45.29.106, or 45.29.107 under the debtor's 29 security agreement. 30 (c) The provisions of (b) of this section are subject to 31 (1) AS 45.04.210 on the security interest of a collecting bank;
01 (2) AS 45.05.118 on the security interest of a letter-of-credit issuer or 02 nominated person; 03 (3) AS 45.29.110 on a security interest arising under AS 45.02 or 04 AS 45.12; and 05 (4) AS 45.29.206 on security interests in investment property. 06 (d) A person becomes bound as debtor by a security agreement entered into 07 by another person if, by operation of law other than this chapter or by contract, 08 (1) the security agreement becomes effective to create a security 09 interest in the person's property; or 10 (2) the person becomes generally obligated for the obligations of the 11 other person, including the obligation secured under the security agreement, and 12 acquires or succeeds to all or substantially all of the assets of the other person. 13 (e) If a new debtor becomes bound as debtor by a security agreement entered 14 into by another person, 15 (1) the agreement satisfies (b)(3) of this section with respect to existing 16 or after-acquired property of the new debtor to the extent the property is described in 17 the agreement; and 18 (2) another agreement is not necessary to make a security interest in 19 the property enforceable. 20 (f) The attachment of a security interest in collateral gives the secured party 21 the rights to proceeds provided by AS 45.29.315 and is also attachment of a security 22 interest in a supporting obligation for the collateral. 23 (g) The attachment of a security interest in a right to payment or performance 24 secured by a security interest or other lien on personal or real property is also 25 attachment of a security interest in the security interest, mortgage, or other lien. 26 (h) The attachment of a security interest in a securities account is also 27 attachment of a security interest in the security entitlement carried in the securities 28 account. 29 (i) The attachment of a security interest in a commodity account is also 30 attachment of a security interest in the commodity contracts carried in the commodity 31 account.
01 Sec. 45.29.204. After-acquired property; future advances. (a) Except as 02 otherwise provided in (b) of this section, a security agreement may create or provide 03 for a security interest in after-acquired collateral. 04 (b) A security interest does not attach under a term constituting an 05 after-acquired property clause to 06 (1) consumer goods, other than an accession when given as additional 07 security, unless the debtor acquires rights in them within 10 days after the secured 08 party gives value; or 09 (2) a commercial tort claim. 10 (c) A security agreement may provide that collateral secures, or that accounts, 11 chattel paper, payment intangibles, or promissory notes are sold in connection with, 12 future advances or other value, whether or not the advances or value are given 13 pursuant to a commitment. 14 Sec. 45.29.205. Use or disposition of collateral permissible. (a) A security 15 interest is not invalid or fraudulent against creditors solely because 16 (1) the debtor has the right or ability to 17 (A) use, commingle, or dispose of all or part of the collateral, 18 including returned or repossessed goods; 19 (B) collect, compromise, enforce, or otherwise deal with 20 collateral; 21 (C) accept the return of collateral or make repossessions; or 22 (D) use, commingle, or dispose of proceeds; or 23 (2) the secured party fails to require the debtor to account for proceeds 24 or replace collateral. 25 (b) This section does not relax the requirements of possession if attachment, 26 perfection, or enforcement of a security interest depends upon possession of the 27 collateral by the secured party. 28 Sec. 45.29.206. Security interest arising in purchase or delivery of financial 29 asset. (a) A security interest in favor of a securities intermediary attaches to a 30 person's security entitlement if 31 (1) the person buys a financial asset through the securities intermediary
01 in a transaction in which the person is obligated to pay the purchase price to the 02 securities intermediary at the time of the purchase; and 03 (2) the securities intermediary credits the financial asset to the buyer's 04 securities account before the buyer pays the securities intermediary. 05 (b) The security interest described in (a) of this section secures the person's 06 obligation to pay for the financial asset. 07 (c) A security interest in favor of a person who delivers a certificated security 08 or other financial asset represented by a writing attaches to the security or other 09 financial asset if 10 (1) the security or other financial asset 11 (A) in the ordinary course of business, is transferred by delivery 12 with any necessary endorsement or assignment; and 13 (B) is delivered under an agreement between persons in the 14 business of dealing with such securities or financial assets; and 15 (2) the agreement calls for delivery against payment. 16 (d) The security interest described in (c) of this section secures the obligation 17 to make payment for the delivery. 18 Sec. 45.29.207. Rights and duties of secured party having possession or 19 control of collateral. (a) Except as otherwise provided in (d) of this section, a 20 secured party shall use reasonable care in the custody and preservation of collateral in 21 the secured party's possession. In the case of chattel paper or an instrument, 22 reasonable care includes taking necessary steps to preserve rights against prior parties 23 unless otherwise agreed. 24 (b) Except as otherwise provided in (d) of this section, if a secured party has 25 possession of collateral, 26 (1) reasonable expenses, including the cost of insurance and payment 27 of taxes or other charges, incurred in the custody, preservation, use, or operation of the 28 collateral are chargeable to the debtor and are secured by the collateral; 29 (2) the risk of accidental loss or damage is on the debtor to the extent 30 of a deficiency in any effective insurance coverage; 31 (3) the secured party shall keep the collateral identifiable, but fungible
01 collateral may be commingled; and 02 (4) the secured party may use or operate the collateral 03 (A) for the purpose of preserving the collateral or its value; 04 (B) as permitted by an order of a court having competent 05 jurisdiction; or 06 (C) except in the case of consumer goods, in the manner and 07 to the extent agreed by the debtor. 08 (c) Except as otherwise provided in (d) of this section, a secured party having 09 possession of collateral or control of collateral under AS 45.29.104, 45.29.105, 10 45.29.106, or 45.29.107 11 (1) may hold as additional security any proceeds, except money or 12 funds, received from the collateral; 13 (2) shall apply money or funds received from the collateral to reduce 14 the secured obligation unless remitted to the debtor; and 15 (3) may create a security interest in the collateral. 16 (d) If the secured party is a buyer of accounts, chattel paper, payment 17 intangibles, or promissory notes or a consignor, 18 (1) the provisions of (a) of this section do not apply unless the secured 19 party is entitled under an agreement 20 (A) to charge back uncollected collateral; or 21 (B) otherwise to full or limited recourse against the debtor or 22 a secondary obligor based on the nonpayment or other default of an account 23 debtor or other obligor on the collateral; and 24 (2) the provisions of (b) and (c) of this section do not apply. 25 Sec. 45.29.208. Additional duties of secured party having control of 26 collateral. (a) This section applies to a case in which there is no outstanding secured 27 obligation and the secured party is not committed to make advances, incur obligations, 28 or otherwise give value. 29 (b) Within 10 days after receiving an authenticated demand by the debtor a 30 secured party 31 (1) having control of a deposit account under AS 45.29.104(a)(2) shall
01 send to the bank with which the deposit account is maintained an authenticated 02 statement that releases the bank from further obligation to comply with instructions 03 originated by the secured party; 04 (2) having control of a deposit account under AS 45.29.104(a)(3) shall 05 (A) pay the debtor the balance on deposit in the deposit 06 account; or 07 (B) transfer the balance on deposit into a deposit account in the 08 debtor's name; 09 (3) other than a buyer, having control of electronic chattel paper under 10 AS 45.29.105 shall 11 (A) communicate the authoritative copy of the electronic chattel 12 paper to the debtor or its designated custodian; 13 (B) if the debtor designates a custodian that is the designated 14 custodian with which the authoritative copy of the electronic chattel paper is 15 maintained for the secured party, communicate to the custodian an 16 authenticated record releasing the designated custodian from further obligation 17 to comply with instructions originated by the secured party and instructing the 18 custodian to comply with instructions originated by the debtor; and 19 (C) take appropriate action to enable the debtor or its designated 20 custodian to make copies of or revisions to the authoritative copy that add or 21 change an identified assignee of the authoritative copy without the consent of 22 the secured party; 23 (4) having control of investment property under AS 45.08.106(d)(2) or 24 AS 45.29.106(b) shall send to the securities intermediary or commodity intermediary 25 with which the security entitlement or commodity contract is maintained an 26 authenticated record that releases the securities intermediary or commodity 27 intermediary from further obligation to comply with entitlement orders or directions 28 originated by the secured party; and 29 (5) having control of a letter-of-credit right under AS 45.29.107 shall 30 send to each person having an unfulfilled obligation to pay or deliver proceeds of the 31 letter of credit to the secured party an authenticated release from further obligation to
01 pay or deliver proceeds of the letter of credit to the secured party. 02 Sec. 45.29.209. Duties of secured party if account debtor has been notified 03 of assignment. (a) Except as otherwise provided in (c) of this section, this section 04 applies to a case in which 05 (1) there is no outstanding secured obligation; and 06 (2) the secured party is not committed to make advances, incur 07 obligations, or otherwise give value. 08 (b) Within 10 days after receiving an authenticated demand by the debtor, a 09 secured party shall send to an account debtor that has received notification of an 10 assignment to the secured party as assignee under AS 45.29.406(a) an authenticated 11 record that releases the account debtor from further obligation to the secured party. 12 (c) This section does not apply to an assignment constituting the sale of an 13 account, chattel paper, or payment intangible. 14 Sec. 45.29.210. Request for accounting; request regarding list of collateral 15 or statement of account. (a) In this section, 16 (1) "request" means a record of a type described in (2), (3), or (4) of 17 this subsection; 18 (2) "request for an accounting" means a record authenticated by a 19 debtor requesting that the recipient provide an accounting of the unpaid obligations 20 secured by collateral and reasonably identifying the transaction or relationship that is 21 the subject of the request; 22 (3) "request regarding a list of collateral" means a record authenticated 23 by a debtor requesting that the recipient approve or correct a list of what the debtor 24 believes to be the collateral securing an obligation and reasonably identifying the 25 transaction or relationship that is the subject of the request; 26 (4) "request regarding a statement of account" means a record 27 authenticated by a debtor requesting that the recipient approve or correct a statement 28 indicating what the debtor believes to be the aggregate amount of unpaid obligations 29 secured by collateral as of a specified date and reasonably identifying the transaction 30 or relationship that is the subject of the request. 31 (b) Subject to (c) - (f) of this section, a secured party, other than a buyer of
01 accounts, chattel paper, payment intangibles, or promissory notes or a consignor, shall 02 comply with a request within 14 days after receipt 03 (1) in the case of a request for an accounting, by authenticating and 04 sending to the debtor an accounting; and 05 (2) in the case of a request regarding a list of collateral or a request 06 regarding a statement of account, by authenticating and sending to the debtor an 07 approval or correction. 08 (c) A secured party that claims a security interest in all of a particular type of 09 collateral owned by the debtor may comply with a request regarding a list of collateral 10 by sending to the debtor an authenticated record including a statement to that effect 11 within 14 days after receipt. 12 (d) A person who receives a request regarding a list of collateral, who claims 13 no interest in the collateral when the person receives the request, and who claimed an 14 interest in the collateral at an earlier time shall comply with the request within 14 days 15 after receipt by sending to the debtor an authenticated record 16 (1) disclaiming interest in the collateral; and 17 (2) if known to the recipient, providing the name and mailing address 18 of an assignee of or successor to the recipient's interest in the collateral. 19 (e) A person who receives a request for an accounting or a request regarding 20 a statement of account, who claims no interest in the obligations when the person 21 receives the request, and who claimed an interest in the obligations at an earlier time 22 shall comply with the request within 14 days after receipt by sending to the debtor an 23 authenticated record 24 (1) disclaiming interest in the obligations; and 25 (2) if known to the recipient, providing the name and mailing address 26 of an assignee of or successor to the recipient's interest in the obligations. 27 (f) A debtor is entitled without charge to one response to a request under this 28 section during a six-month period. The secured party may require payment of a charge 29 not exceeding $25 for each additional response. 30 Article 3. Perfection and Priority. 31 Sec. 45.29.301. Law governing perfection and priority of security interests.
01 Except as otherwise provided in AS 45.29.303 - 45.29.306, the following rules 02 determine the law governing perfection, the effect of perfection or nonperfection, and 03 the priority of a security interest in collateral: 04 (1) except as otherwise provided in this section, while a debtor is 05 located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect 06 of perfection or nonperfection, and the priority of a security interest in collateral; 07 (2) while collateral is located in a jurisdiction, the local law of that 08 jurisdiction governs perfection, the effect of perfection or nonperfection, and the 09 priority of a possessory security interest in that collateral; 10 (3) except as otherwise provided in (4) of this section, while negotiable 11 documents, goods, instruments, money, or tangible chattel paper is located in a 12 jurisdiction, the local law of that jurisdiction governs 13 (A) perfection of a security interest in the goods by filing a 14 fixture filing; 15 (B) perfection of a security interest in timber to be cut; and 16 (C) the effect of perfection or nonperfection and the priority of 17 a nonpossessory security interest in the collateral; 18 (4) the local law of the jurisdiction in which the wellhead or minehead 19 is located governs perfection, the effect of perfection or nonperfection, and the priority 20 of a security interest in as-extracted collateral. 21 Sec. 45.29.302. Law governing perfection and priority of agricultural liens. 22 While farm products are located in a jurisdiction, the local law of that jurisdiction 23 governs perfection, the effect of perfection or nonperfection, and the priority of an 24 agricultural lien on the farm products. 25 Sec. 45.29.303. Law governing perfection and priority of security interests 26 in goods covered by a certificate of title. (a) This section applies to goods covered 27 by a certificate of title even if there is no other relationship between the jurisdiction 28 under whose certificate of title the goods are covered and the goods or the debtor. 29 (b) Goods become covered by a certificate of title when a valid application for 30 the certificate of title and the applicable fee are delivered to the appropriate authority. 31 Goods cease to be covered by a certificate of title at the earlier of the time
01 (1) the certificate of title ceases to be effective under the law of the 02 issuing jurisdiction; or 03 (2) the goods become covered subsequently by a certificate of title 04 issued by another jurisdiction. 05 (c) The local law of the jurisdiction under whose certificate of title the goods 06 are covered governs perfection, the effect of perfection or nonperfection, and the 07 priority of a security interest in goods covered by a certificate of title from the time 08 the goods become covered by the certificate of title until the goods cease to be covered 09 by the certificate of title. 10 Sec. 45.29.304. Law governing perfection and priority of security interests 11 in deposit accounts. (a) The local law of a bank's jurisdiction governs perfection, 12 the effect of perfection or nonperfection, and the priority of a security interest in a 13 deposit account maintained with that bank. 14 (b) The following rules determine a bank's jurisdiction for purposes of 15 AS 45.29.301 - 45.29.342: 16 (1) if an agreement between the bank and the debtor governing the 17 deposit account expressly provides that a particular jurisdiction is the bank's 18 jurisdiction for purposes of AS 45.29.301 - 45.29.342, this chapter, or the code, that 19 jurisdiction is the bank's jurisdiction; 20 (2) if (1) of this subsection does not apply and an agreement between 21 the bank and its customer governing the deposit account expressly provides that the 22 agreement is governed by the law of a particular jurisdiction, that jurisdiction is the 23 bank's jurisdiction; 24 (3) if neither (1) nor (2) of this subsection applies and an agreement 25 between the bank and its customer governing the deposit account expressly provides 26 that the deposit account is maintained at an office in a particular jurisdiction, that 27 jurisdiction is the bank's jurisdiction; 28 (4) if (1), (2), or (3) of this subsection does not apply, the bank's 29 jurisdiction is the jurisdiction in which the office identified in an account statement as 30 the office serving the customer's account is located; 31 (5) if (1), (2), (3), or (4) of this subsection does not apply, the bank's
01 jurisdiction is the jurisdiction in which the chief executive office of the bank is 02 located. 03 Sec. 45.29.305. Law governing perfection and priority of security interests 04 in investment property. (a) Except as otherwise provided in (c) of this section, the 05 following rules apply: 06 (1) while a security certificate is located in a jurisdiction, the local law 07 of that jurisdiction governs perfection, the effect of perfection or nonperfection, and 08 the priority of a security interest in the certificated security represented by the security 09 certificate; 10 (2) the local law of the issuer's jurisdiction as specified in 11 AS 45.08.110 governs perfection, the effect of perfection or nonperfection, and the 12 priority of a security interest in an uncertificated security; 13 (3) the local law of the securities intermediary's jurisdiction as specified 14 in AS 45.08.110(e) governs perfection, the effect of perfection or nonperfection, and 15 the priority of a security interest in a security entitlement or securities account; 16 (4) the local law of the commodity intermediary's jurisdiction governs 17 perfection, the effect of perfection or nonperfection, and the priority of a security 18 interest in a commodity contract or commodity account. 19 (b) The following rules determine a commodity intermediary's jurisdiction for 20 purposes of AS 45.29.301 - 45.29.342: 21 (1) if an agreement between the commodity intermediary and 22 commodity customer governing the commodity account expressly provides that a 23 particular jurisdiction is the commodity intermediary's jurisdiction for purposes of 24 AS 45.29.301 - 45.29.342, this chapter, or the code, that jurisdiction is the commodity 25 intermediary's jurisdiction; 26 (2) if (1) of this subsection does not apply and an agreement between 27 the commodity intermediary and commodity customer governing the commodity 28 account expressly provides that the agreement is governed by the law of a particular 29 jurisdiction, that jurisdiction is the commodity intermediary's jurisdiction; 30 (3) if neither (1) nor (2) of this subsection applies and an agreement 31 between the commodity intermediary and commodity customer governing the
01 commodity account expressly provides that the commodity account is maintained at 02 an office in a particular jurisdiction, that jurisdiction is the commodity intermediary's 03 jurisdiction; 04 (4) if (1), (2), or (3) of this subsection does not apply, the commodity 05 intermediary's jurisdiction is the jurisdiction in which the office identified in an 06 account statement as the office serving the commodity customer's account is located; 07 (5) if (1), (2), (3), or (4) of this subsection does not apply, the 08 commodity intermediary's jurisdiction is the jurisdiction in which the chief executive 09 office of the commodity intermediary is located. 10 (c) The local law of the jurisdiction in which the debtor is located governs 11 (1) perfection of a security interest in investment property by filing; 12 (2) automatic perfection of a security interest in investment property 13 created by a broker or securities intermediary; and 14 (3) automatic perfection of a security interest in a commodity contract 15 or commodity account created by a commodity intermediary. 16 Sec. 45.29.306. Law governing perfection and priority of security interests 17 in letter-of-credit rights. (a) Subject to (c) of this section, the local law of the 18 issuer's jurisdiction or a nominated person's jurisdiction governs perfection, the effect 19 of perfection or nonperfection, and the priority of a security interest in a letter-of-credit 20 right if the issuer's jurisdiction or nominated person's jurisdiction is a state. 21 (b) For purposes of AS 45.29.301 - 45.29.342, an issuer's jurisdiction or 22 nominated person's jurisdiction is the jurisdiction whose law governs the liability of 23 the issuer or nominated person with respect to the letter-of-credit right as provided in 24 AS 45.05.116. 25 (c) This section does not apply to a security interest that is perfected only 26 under AS 45.29.308(d). 27 Sec. 45.29.307. Location of debtor. (a) In this section, "place of business" 28 means a place where a debtor conducts its affairs. 29 (b) Except as otherwise provided in this section, the following rules determine 30 a debtor's location: 31 (1) a debtor who is an individual is located at the individual's principal
01 residence; 02 (2) a debtor that is an organization and has only one place of business 03 is located at its place of business; 04 (3) a debtor that is an organization and has more than one place of 05 business is located at its chief executive office. 06 (c) The provisions of (b) of this section apply only if a debtor's residence, 07 place of business, or chief executive office, as applicable, is located in a jurisdiction 08 whose law generally requires information concerning the existence of a nonpossessory 09 security interest to be made generally available in a filing, recording, or registration 10 system as a condition or result of the security interest's obtaining priority over the 11 rights of a lien creditor with respect to the collateral. If (b) of this section does not 12 apply, the debtor is located in the District of Columbia. 13 (d) A person who ceases to exist, have a residence, or have a place of business 14 continues to be located in the jurisdiction specified by (b) and (c) of this section. 15 (e) A registered organization that is organized under the law of a state is 16 located in that state. 17 (f) Except as otherwise provided in (i) of this section, a registered organization 18 that is organized under the law of the United States and a branch or agency of a bank 19 that is not organized under the law of the United States or a state are located 20 (1) in the state that the law of the United States designates if the law 21 designates a state of location; 22 (2) in the state that the registered organization, branch, or agency 23 designates if the law of the United States authorizes the registered organization, 24 branch, or agency to designate its state of location; or 25 (3) in the District of Columbia if neither (1) nor (2) of this subsection 26 applies. 27 (g) A registered organization continues to be located in the jurisdiction 28 specified by (e) or (f) of this section notwithstanding 29 (1) the suspension, revocation, forfeiture, or lapse of the registered 30 organization's status as such in its jurisdiction of organization; or 31 (2) the dissolution, winding up, or cancellation of the existence of the
01 registered organization. 02 (h) The United States is located in the District of Columbia. 03 (i) A branch or agency of a bank that is not organized under the law of the 04 United States or a state is located in the state in which the branch or agency is licensed 05 if all branches and agencies of the bank are licensed in only one state. 06 (j) A foreign air carrier, under the Federal Aviation Act of 1958, as amended, 07 is located at the designated office of the agent upon which service of process may be 08 made on behalf of the carrier. 09 (k) This section applies only for purposes of AS 45.29.301 - 45.29.342. 10 Sec. 45.29.308. When security interest or agricultural lien is perfected; 11 continuity of perfection. (a) Except as otherwise provided in this section and 12 AS 45.29.309, a security interest is perfected if it has attached and all of the applicable 13 requirements for perfection in AS 45.29.310 - 45.29.316 have been satisfied. A 14 security interest is perfected when it attaches if the applicable requirements are 15 satisfied before the security interest attaches. 16 (b) An agricultural lien is perfected if it has become effective and all of the 17 applicable requirements for perfection in AS 45.29.310 have been satisfied. An 18 agricultural lien is perfected when it becomes effective if the applicable requirements 19 are satisfied before the agricultural lien becomes effective. 20 (c) A security interest or agricultural lien is perfected continuously if it is 21 originally perfected by one method under this chapter and is later perfected by another 22 method under this chapter, without an intermediate period when it was unperfected. 23 (d) Perfection of a security interest in collateral also perfects a security interest 24 in a supporting obligation for the collateral. 25 (e) Perfection of a security interest in a right to payment or performance also 26 perfects a security interest in a security interest, mortgage, or other lien on personal 27 or real property securing the right. 28 (f) Perfection of a security interest in a securities account also perfects a 29 security interest in the security entitlements carried in the securities account. 30 (g) Perfection of a security interest in a commodity account also perfects a 31 security interest in the commodity contracts carried in the commodity account.
01 Sec. 45.29.309. Security interest perfected upon attachment. The following 02 security interests are perfected when they attach: 03 (1) a purchase money security interest in consumer goods, except as 04 otherwise provided in AS 45.29.311(b) with respect to consumer goods that are subject 05 to a statute or treaty described in AS 45.29.311(a); 06 (2) an assignment of accounts or payment intangibles that does not, by 07 itself or in conjunction with other assignments to the same assignee, transfer a 08 significant part of the assignor's outstanding accounts or payment intangibles; 09 (3) a sale of a payment intangible; 10 (4) a sale of a promissory note; 11 (5) a security interest created by the assignment of a health care 12 insurance receivable to the provider of the health care goods or services; 13 (6) a security interest arising under AS 45.02.401, 45.02.505, 14 45.02.711(c), or AS 45.12.508(e), until the debtor obtains possession of the collateral; 15 (7) a security interest of a collecting bank arising under AS 45.04.210; 16 (8) a security interest of an issuer or nominated person arising under 17 AS 45.05.118; 18 (9) a security interest arising in the delivery of a financial asset under 19 AS 45.29.206(c); 20 (10) a security interest in investment property created by a broker or 21 securities intermediary; 22 (11) a security interest in a commodity contract or a commodity 23 account created by a commodity intermediary; 24 (12) an assignment for the benefit of all creditors of the transferor and 25 subsequent transfers by the assignee thereunder; and 26 (13) a security interest created by an assignment of a beneficial interest 27 in a decedent's estate. 28 Sec. 45.29.310. When filing required to perfect security interest or 29 agricultural lien; security interests and agricultural liens to which filing provisions 30 do not apply. (a) Except as otherwise provided in (b) of this section and 31 AS 45.29.312(b), a financing statement must be filed to perfect all security interests
01 and agricultural liens. 02 (b) The filing of a financing statement is not necessary to perfect a security 03 interest 04 (1) that is perfected under AS 45.29.308(d), (e), (f), or (g); 05 (2) that is perfected under AS 45.29.309 when it attaches; 06 (3) in property subject to a statute, regulation, or treaty described in 07 AS 45.29.311(a); 08 (4) in goods in possession of a bailee that is perfected under 09 AS 45.29.312(d)(1) or (2); 10 (5) in certificated securities, documents, goods, or instruments that is 11 perfected without filing or possession under AS 45.29.312(e), (f), or (g); 12 (6) in collateral in the secured party's possession under AS 45.29.313; 13 (7) in a certificated security that is perfected by delivery of the security 14 certificate to the secured party under AS 45.29.313; 15 (8) in deposit accounts, electronic chattel paper, investment property, 16 or letter-of-credit rights that is perfected by control under AS 45.29.314; 17 (9) in proceeds that is perfected under AS 45.29.315; or 18 (10) that is perfected under AS 45.29.316. 19 (c) If a secured party assigns a perfected security interest or agricultural lien, 20 a filing under this chapter is not required to continue the perfected status of the 21 security interest against creditors of and transferees from the original debtor. 22 Sec. 45.29.311. Perfection of security interests in property subject to 23 certain statutes, regulations, and treaties. (a) Except as otherwise provided in (d) 24 of this section, the filing of a financing statement is not necessary or effective to 25 perfect a security interest in property subject to 26 (1) a statute, regulation, or treaty of the United States whose 27 requirements for a security interest's obtaining priority over the rights of a lien creditor 28 with respect to the property preempt AS 45.29.310(a); 29 (2) AS 28.10; however, during a period in which collateral is inventory 30 held for sale by a person who is in the business of selling goods of that kind, the filing 31 provisions of AS 45.29.501 - 45.29.527 apply to a security interest in that collateral
01 created by that person as debtor; or 02 (3) a certificate-of-title statute of another jurisdiction that provides for 03 a security interest to be indicated on the certificate as a condition or result of the 04 security interest's obtaining priority over the rights of a lien creditor with respect to the 05 property. 06 (b) Compliance with the requirements of a statute, regulation, or treaty 07 described in (a) of this section for obtaining priority over the rights of a lien creditor 08 is equivalent to the filing of a financing statement under this chapter. Except as 09 otherwise provided in (d) of this section, AS 45.29.313, and 45.29.316(d) and (e) for 10 goods covered by a certificate of title, a security interest in property subject to a 11 statute, regulation, or treaty described in (a) of this section may be perfected only by 12 compliance with those requirements, and a security interest so perfected remains 13 perfected notwithstanding a change in the use or transfer of possession of the 14 collateral. 15 (c) Except as otherwise provided in (d) of this section and AS 45.29.316(d) 16 and (e), duration and renewal of perfection of a security interest perfected by 17 compliance with the requirements prescribed by a statute, regulation, or treaty 18 described in (a) of this section are governed by the statute, regulation, or treaty. In 19 other respects, the security interest is subject to this chapter. 20 (d) During a period in which collateral subject to a statute specified in (a)(2) 21 of this section is inventory held for sale or lease by a person or leased by that person 22 as lessor and that person is in the business of selling goods of that kind, this section 23 does not apply to a security interest in that collateral created by that person. 24 Sec. 45.29.312. Perfection of security interests in chattel paper, deposit 25 accounts, documents, goods covered by documents, instruments, investment 26 property, letter-of-credit rights, and money; perfection by permissive filing; 27 temporary perfection without filing or transfer of possession. (a) A security 28 interest in chattel paper, negotiable documents, instruments, or investment property 29 may be perfected by filing. 30 (b) Except as otherwise provided in AS 45.29.315(c) and (d) for proceeds, 31 (1) a security interest in a deposit account may be perfected only by
01 control under AS 45.29.314; 02 (2) and except as otherwise provided in AS 45.29.308(d), a security 03 interest in a letter-of-credit right may be perfected only by control under AS 45.29.314; 04 and 05 (3) a security interest in money may be perfected only by the secured 06 party's taking possession under AS 45.29.313. 07 (c) While goods are in the possession of a bailee that has issued a negotiable 08 document covering the goods, a security interest 09 (1) in the goods may be perfected by perfecting a security interest in 10 the document; and 11 (2) perfected in the document has priority over a security interest that 12 becomes perfected in the goods by another method during that time. 13 (d) While goods are in the possession of a bailee that has issued a 14 nonnegotiable document covering the goods, a security interest in the goods may be 15 perfected by 16 (1) issuance of a document in the name of the secured party; 17 (2) the bailee's receipt of notification of the secured party's interest; or 18 (3) filing as to the goods. 19 (e) A security interest in certificated securities, negotiable documents, or 20 instruments is perfected without filing or the taking of possession for a period of 20 21 days from the time the security interest attaches to the extent that it arises for new 22 value given under an authenticated security agreement. 23 (f) A perfected security interest in a negotiable document or goods in 24 possession of a bailee, other than one that has issued a negotiable document for the 25 goods, remains perfected for 20 days without filing if the secured party makes 26 available to the debtor the goods or documents representing the goods for the purpose 27 of 28 (1) ultimate sale or exchange; or 29 (2) loading, unloading, storing, shipping, transshipping, manufacturing, 30 processing, or otherwise dealing with the goods or documents representing the goods 31 in a manner preliminary to their sale or exchange.
01 (g) A perfected security interest in a certificated security or instrument remains 02 perfected for 20 days without filing if the secured party delivers the security certificate 03 or instrument to the debtor for the purpose of 04 (1) ultimate sale or exchange; or 05 (2) presentation, collection, enforcement, renewal, or registration of 06 transfer. 07 (h) After the 20-day period specified in (e), (f), or (g) of this section expires, 08 perfection depends upon compliance with this chapter. 09 Sec. 45.29.313. When possession by or delivery to secured party perfects 10 security interest without filing. (a) Except as otherwise provided in (b) of this 11 section, a secured party may perfect a security interest in negotiable documents, goods, 12 instruments, money, or tangible chattel paper by taking possession of the collateral. 13 A secured party may perfect a security interest in certificated securities by taking 14 delivery of the certificated securities under AS 45.08.301. 15 (b) With respect to goods covered by a certificate of title issued by this state, 16 a secured party may perfect a security interest in the goods by taking possession of the 17 goods only in the circumstances described in AS 45.29.316(e). 18 (c) With respect to collateral other than certificated securities and goods 19 covered by a document, a secured party takes possession of collateral in the possession 20 of a person other than the debtor, the secured party, or a lessee of the collateral from 21 the debtor in the ordinary course of the debtor's business, when the person 22 (1) in possession authenticates a record acknowledging that the person 23 holds possession of the collateral for the secured party's benefit; or 24 (2) takes possession of the collateral after having authenticated a record 25 acknowledging that it will hold possession of collateral for the secured party's benefit. 26 (d) If perfection of a security interest depends upon possession of the collateral 27 by a secured party, perfection occurs no earlier than the time the secured party takes 28 possession and continues only while the secured party retains possession. 29 (e) A security interest in a certificated security in registered form is perfected 30 by delivery when delivery of the certificated security occurs under AS 45.08.301 and 31 remains perfected by delivery until the debtor obtains possession of the security
01 certificate. 02 (f) A person in possession of collateral is not required to acknowledge that it 03 holds possession for a secured party's benefit. 04 (g) If a person acknowledges that it holds possession for the secured party's 05 benefit, 06 (1) the acknowledgment is effective under (c) of this section or 07 AS 45.08.301(a), even if the acknowledgment violates the rights of a debtor; and 08 (2) unless the person otherwise agrees or law other than this chapter 09 otherwise provides, the person does not owe a duty to the secured party and is not 10 required to confirm the acknowledgment to another person. 11 (h) A secured party having possession of collateral does not relinquish 12 possession by delivering the collateral to a person other than the debtor or a lessee of 13 the collateral from the debtor in the ordinary course of the debtor's business if the 14 person was instructed before the delivery or is instructed contemporaneously with the 15 delivery to 16 (1) hold possession of the collateral for the secured party's benefit; or 17 (2) redeliver the collateral to the secured party. 18 (i) A secured party does not relinquish possession, even if a delivery under (h) 19 of this section violates the rights of a debtor. A person to whom collateral is delivered 20 under (h) of this section does not owe a duty to the secured party and is not required 21 to confirm the delivery to another person unless the person otherwise agrees or law 22 other than this chapter otherwise provides. 23 Sec. 45.29.314. Perfection by control. (a) A security interest in deposit 24 accounts, electronic chattel paper, investment property, or letter-of-credit rights, or may 25 be perfected by control of the collateral under AS 45.29.104, 45.29.105, 45.29.106, or 26 45.29.107. 27 (b) A security interest in deposit accounts, electronic chattel paper, or letter-of- 28 credit rights is perfected by control under AS 45.29.104, 45.29.105, or 45.29.107 when the 29 secured party obtains control and remains perfected by control only while the secured party 30 retains control. 31 (c) A security interest in investment property is perfected by control under
01 AS 45.29.106 from the time the secured party obtains control and remains perfected 02 by control until 03 (1) the secured party does not have control; and 04 (2) one of the following occurs: 05 (A) if the collateral is a certificated security, the debtor has or 06 acquires possession of the security certificate; 07 (B) if the collateral is an uncertificated security, the issuer has 08 registered or registers the debtor as the registered owner; or 09 (C) if the collateral is a security entitlement, the debtor is or 10 becomes the entitlement holder. 11 Sec. 45.29.315. Secured party's rights on disposition of collateral and in 12 proceeds. (a) Except as otherwise provided in this chapter, 13 (1) a security interest or agricultural lien continues in collateral 14 notwithstanding sale, lease, license, exchange, or other disposition of the security 15 interest or agricultural lien unless the secured party authorized the disposition free of 16 the security interest or agricultural lien; and 17 (2) a security interest attaches to any identifiable proceeds of collateral. 18 (b) Proceeds that are commingled with other property are identifiable proceeds 19 if the proceeds 20 (1) are goods, to the extent provided by AS 45.29.336; and 21 (2) are not goods, to the extent that the secured party identifies the 22 proceeds by a method of tracing, including application of equitable principles, that is 23 permitted under law other than this chapter with respect to commingled property of the 24 type involved. 25 (c) A security interest in proceeds is a perfected security interest if the security 26 interest in the original collateral was perfected. 27 (d) A perfected security interest in proceeds becomes unperfected on the 21st 28 day after the security interest attaches to the proceeds unless 29 (1) the following conditions are satisfied 30 (A) a filed financing statement covers the original collateral; 31 (B) the proceeds are collateral in which a security interest may
01 be perfected by filing in the office in which the financing statement has been 02 filed; and 03 (C) the proceeds are not acquired with cash proceeds; 04 (2) the proceeds are identifiable cash proceeds; or 05 (3) the security interest in the proceeds is perfected other than under 06 (c) of this section when the security interest attaches to the proceeds or within 20 days 07 thereafter. 08 (e) If a filed financing statement covers the original collateral, a security 09 interest in proceeds that remains perfected under (d)(1) of this section becomes 10 unperfected at the later of 11 (1) when the effectiveness of the filed financing statement lapses under 12 AS 45.29.515 or is terminated under AS 45.29.513; or 13 (2) the 21st day after the security interest attaches to the proceeds. 14 Sec. 45.29.316. Continued perfection of security interest following change 15 in governing law. (a) A security interest perfected under the law of the jurisdiction 16 designated in AS 45.29.301(1) or 45.29.305(c) remains perfected until the earliest of 17 (1) the time perfection would have ceased under the law of that 18 jurisdiction; 19 (2) the expiration of four months after a change of the debtor's location 20 to another jurisdiction; or 21 (3) the expiration of one year after a transfer of collateral to a person 22 who thereby becomes a debtor and is located in another jurisdiction. 23 (b) If a security interest described in (a) of this section becomes perfected 24 under the law of the other jurisdiction before the earliest time or event described in (a) 25 of this section, it remains perfected thereafter. If the security interest does not become 26 perfected under the law of the other jurisdiction before the earliest time or event, it 27 becomes unperfected and is considered never to have been perfected as against a 28 purchaser of the collateral for value. 29 (c) A possessory security interest in collateral, other than goods covered by a 30 certificate of title and as-extracted collateral consisting of goods, remains continuously 31 perfected if
01 (1) the collateral is located in one jurisdiction and subject to a security 02 interest perfected under the law of that jurisdiction; 03 (2) after the event described in (1) of this subsection occurs, the 04 collateral is brought into another jurisdiction; and 05 (3) upon entry into the other jurisdiction, the security interest is 06 perfected under the law of the other jurisdiction. 07 (d) Except as otherwise provided in (e) of this section, a security interest in 08 goods covered by a certificate of title that is perfected by a method under the law of 09 another jurisdiction when the goods become covered by a certificate of title from this 10 state remains perfected until the security interest would have become unperfected under 11 the law of the other jurisdiction had the goods not become so covered. 12 (e) A security interest described in (d) of this section becomes unperfected as 13 against a purchaser of the goods for value and is considered never to have been 14 perfected as against a purchaser of the goods for value if the applicable requirements 15 for perfection under AS 45.29.311(b) or 45.29.313 are not satisfied before the earlier 16 of 17 (1) the time the security interest would have become unperfected under 18 the law of the other jurisdiction had the goods not become covered by a certificate of 19 title from this state; or 20 (2) the expiration of four months after the goods had become so 21 covered. 22 (f) A security interest in deposit accounts, letter-of-credit rights, or investment 23 property that is perfected under the law of the bank's jurisdiction, the issuer's 24 jurisdiction, a nominated person's jurisdiction, the securities intermediary's jurisdiction, 25 or the commodity intermediary's jurisdiction, as applicable, remains perfected until the 26 earlier of 27 (1) the time the security interest would have become unperfected under 28 the law of that jurisdiction; or 29 (2) the expiration of four months after a change of the applicable 30 jurisdiction to another jurisdiction. 31 (g) If a security interest described in (f) of this section becomes perfected
01 under the law of the other jurisdiction before the earlier of the time or the end of the 02 period described in (f) of this section, it remains perfected thereafter. If the security 03 interest does not become perfected under the law of the other jurisdiction before the 04 earlier of that time or the end of that period, it becomes unperfected and is considered 05 never to have been perfected as against a purchaser of the collateral for value. 06 Sec. 45.29.317. Interests that take priority over or take free of security 07 interest or agricultural lien. (a) A security interest or agricultural lien is subordinate 08 to the rights of a person 09 (1) entitled to priority under AS 45.29.322; and 10 (2) except as otherwise provided in (e) of this section, that becomes a 11 lien creditor before the earlier of the time 12 (A) the security interest or agricultural lien is perfected; or 13 (B) a financing statement covering the collateral is filed. 14 (b) Except as otherwise provided in (e) of this section, a buyer, other than a 15 secured party, of tangible chattel paper, documents, goods, instruments, or a security 16 certificate takes free of a security interest or agricultural lien if the buyer gives value 17 and receives delivery of the collateral without knowledge of the security interest or 18 agricultural lien and before it is perfected. 19 (c) Except as otherwise provided in (e) of this section, a lessee of goods takes 20 free of a security interest or agricultural lien if the lessee gives value and receives 21 delivery of the collateral without knowledge of the security interest or agricultural lien 22 and before it is perfected. 23 (d) A licensee of a general intangible or a buyer, other than a secured party, 24 of accounts, electronic chattel paper, general intangibles, or investment property other 25 than a certificated security takes free of a security interest if the licensee or buyer 26 gives value without knowledge of the security interest and before it is perfected. 27 (e) Except as otherwise provided in AS 45.29.320 and 45.29.321, if a person 28 files a financing statement with respect to a purchase money security interest before 29 or within 20 days after the debtor receives delivery of the collateral, the security 30 interest takes priority over the rights of a buyer, lessee, or lien creditor that arise 31 between the time the security interest attaches and the time of filing.
01 Sec. 45.29.318. No interest retained in right to payment that is sold; rights 02 and title of seller of account or chattel paper with respect to creditors and 03 purchasers. (a) A debtor that has sold an account, chattel paper, payment intangible, 04 or promissory note does not retain a legal or equitable interest in the collateral sold. 05 (b) For purposes of determining the rights of creditors of, and purchasers for 06 value of an account or chattel paper from, a debtor that has sold an account or chattel 07 paper, while the buyer's security interest is unperfected, the debtor is considered to 08 have rights and title to the account or chattel paper identical to those the debtor sold. 09 Sec. 45.29.319. Rights and title of consignee with respect to creditors and 10 purchasers. (a) Except as otherwise provided in (b) of this section, for purposes of 11 determining the rights of creditors of, and purchasers for value of goods from, a 12 consignee, while the goods are in the possession of the consignee, the consignee is 13 considered to have rights and title to the goods identical to those the consignor had or 14 had power to transfer. 15 (b) For purposes of determining the rights of a creditor of a consignee, law 16 other than this chapter determines the rights and title of a consignee while goods are 17 in the consignee's possession if, under AS 45.29.301 - 45.29.342, a perfected security 18 interest held by the consignor would have priority over the rights of the creditor. 19 Sec. 45.29.320. Buyer of goods. (a) Except as otherwise provided in (e) of 20 this section, a buyer in ordinary course of business, other than a person buying farm 21 products from a person engaged in farming operations, takes free of a security interest 22 created by the buyer's seller, even if the security interest is perfected and the buyer 23 knows of its existence. 24 (b) Except as otherwise provided in (e) of this section, a buyer of goods from 25 a person who used or bought the goods for use primarily for personal, family, or 26 household purposes takes free of a security interest, even if perfected, if the buyer buys 27 (1) without knowledge of the security interest; 28 (2) for value; 29 (3) primarily for the buyer's personal, family, or household purposes; 30 and 31 (4) before the filing of a financing statement covering the goods.
01 (c) To the extent that it affects the priority of a security interest over a buyer 02 of goods under (b) of this section, the period of effectiveness of a filing made in the 03 jurisdiction in which the seller is located is governed by AS 45.29.316(a) and (b). 04 (d) A buyer in ordinary course of business buying oil, gas, or other minerals 05 at the wellhead or minehead or after extraction takes free of an interest arising out of 06 an encumbrance. 07 (e) The provisions of (a) and (b) of this section do not affect a security interest 08 in goods in the possession of the secured party under AS 45.29.313. 09 Sec. 45.29.321. Licensee of general intangible and lessee of goods in 10 ordinary course of business. (a) In this section, "licensee in ordinary course of 11 business" means a person who becomes a licensee of a general intangible in good 12 faith, without knowledge that the license violates the rights of another person in the 13 general intangible, and in the ordinary course from a person in the business of 14 licensing general intangibles of that kind. A person becomes a licensee in the ordinary 15 course if the license to the person comports with the usual or customary practices in 16 the kind of business in which the licensor is engaged or with the licensor's own usual 17 or customary practices. 18 (b) A licensee in ordinary course of business takes its rights under a 19 nonexclusive license free of a security interest in the general intangible created by the 20 licensor even if the security interest is perfected and the licensee knows of its 21 existence. 22 (c) A lessee in ordinary course of business takes its leasehold interest free of 23 a security interest in the goods created by the lessor even if the security interest is 24 perfected and the lessee knows of its existence. 25 Sec. 45.29.322. Priorities among conflicting security interests in and 26 agricultural liens on same collateral. (a) Except as otherwise provided in this 27 section, priority among conflicting security interests and agricultural liens in the same 28 collateral is determined according to the following rules: 29 (1) conflicting perfected security interests and agricultural liens rank 30 according to priority in time of filing or perfection; priority dates from the earlier of 31 the time a filing covering the collateral is first made or the security interest or
01 agricultural lien is first perfected if there is no period thereafter when there is neither 02 filing nor perfection; 03 (2) a perfected security interest or agricultural lien has priority over a 04 conflicting unperfected security interest or agricultural lien; 05 (3) the first security interest or agricultural lien to attach or become 06 effective has priority if conflicting security interests and agricultural liens are 07 unperfected. 08 (b) For the purposes of (a)(1) of this section, the time of filing or perfection 09 as to a security interest in collateral 10 (1) is also the time of filing or perfection as to a security interest in 11 proceeds; and 12 (2) supported by a supporting obligation is also the time of filing or 13 perfection as to a security interest in the supporting obligation. 14 (c) Except as otherwise provided in (f) of this section, a security interest in 15 collateral that qualifies for priority over a conflicting security interest under 16 AS 45.29.327, 45.29.328, 45.29.329, 45.29.330, or 45.29.331 also has priority over a 17 conflicting security interest in 18 (1) supporting obligation for the collateral; and 19 (2) proceeds of the collateral if 20 (A) the security interest in proceeds is perfected; 21 (B) the proceeds are cash proceeds or of the same type as the 22 collateral; and 23 (C) in the case of proceeds that are proceeds of proceeds, all 24 intervening proceeds are cash proceeds, proceeds of the same type as the 25 collateral, or an account relating to the collateral. 26 (d) Subject to (e) of this section and except as otherwise provided in (f) of this 27 section, if a security interest in chattel paper, deposit accounts, negotiable documents, 28 instruments, investment property, or letter-of-credit rights is perfected by a method 29 other than filing, conflicting perfected security interests in proceeds of the collateral 30 rank according to priority in time of filing. 31 (e) The provisions of (d) of this section apply only if the proceeds of the
01 collateral are not cash proceeds, chattel paper, negotiable documents, instruments, 02 investment property, or letter-of-credit rights. 03 (f) The provisions of (a) - (e) of this section are subject to 04 (1) the provisions of (g) of this section and the other provisions of 05 AS 45.29.301 - 45.29.342; 06 (2) AS 45.04.210 with respect to a security interest of a collecting 07 bank; 08 (3) AS 45.05.118 with respect to a security interest of an issuer or 09 nominated person; and 10 (4) AS 45.29.110 with respect to a security interest arising under 11 AS 45.02 or AS 45.12. 12 (g) A perfected agricultural lien on collateral has priority over a conflicting 13 security interest in or agricultural lien on the same collateral if the statute creating the 14 agricultural lien so provides. 15 Sec. 45.29.323. Future advances. (a) Except as otherwise provided in (c) of 16 this section, for purposes of determining the priority of a perfected security interest 17 under AS 45.29.322(a)(1), perfection of the security interest dates from the time an 18 advance is made to the extent that the security interest secures an advance that 19 (1) is made while the security interest is perfected only 20 (A) under AS 45.29.309 when it attaches; or 21 (B) temporarily under AS 45.29.312(e), (f), or (g); and 22 (2) not made pursuant to a commitment entered into before or while 23 the security interest is perfected by a method other than under AS 45.29.309 or 24 45.29.312(e), (f), or (g). 25 (b) Except as otherwise provided in (c) of this section, a security interest is 26 subordinate to the rights of a person who becomes a lien creditor to the extent that the 27 security interest secures an advance made more than 45 days after the person becomes 28 a lien creditor unless the advance is made 29 (1) without knowledge of the lien; or 30 (2) pursuant to a commitment entered into without knowledge of the 31 lien.
01 (c) The provisions of (a) and (b) of this section do not apply to a security 02 interest held by a secured party that is a buyer of accounts, chattel paper, payment 03 intangibles, or promissory notes or a consignor. 04 (d) Except as otherwise provided in (e) of this section, a buyer of goods other 05 than a buyer in ordinary course of business takes free of a security interest to the 06 extent that it secures advances made after the earlier of 07 (1) the time the secured party acquires knowledge of the buyer's 08 purchase; or 09 (2) 45 days after the purchase. 10 (e) The provisions of (d) of this section do not apply if the advance is made 11 pursuant to a commitment entered into without knowledge of the buyer's purchase and 12 before the expiration of the 45-day period. 13 (f) Except as otherwise provided in (g) of this section, a lessee of goods, other 14 than a lessee in ordinary course of business, takes the leasehold interest free of a 15 security interest to the extent that it secures advances made after the earlier of 16 (1) the time the secured party acquires knowledge of the lease; or 17 (2) 45 days after the lease contract becomes enforceable. 18 (g) The provisions of (f) of this section do not apply if the advance is made 19 pursuant to a commitment entered into without knowledge of the lease and before the 20 expiration of the 45-day period. 21 Sec. 45.29.324. Priority of purchase money security interests. (a) Except 22 as otherwise provided in (g) of this section, a perfected purchase money security 23 interest in goods other than inventory or livestock has priority over a conflicting 24 security interest in the same goods, and, except as otherwise provided in AS 45.29.327, 25 a perfected security interest in its identifiable proceeds also has priority if the purchase 26 money security interest is perfected when the debtor receives possession of the 27 collateral or within 20 days thereafter. 28 (b) Subject to (c) of this section and except as otherwise provided in (g) of this 29 section, a perfected purchase money security interest in inventory has priority over a 30 conflicting security interest in the same inventory, has priority over a conflicting 31 security interest in chattel paper or an instrument constituting proceeds of the inventory
01 and in proceeds of the chattel paper if so provided in AS 45.29.330, and, except as 02 otherwise provided in AS 45.29.327, also has priority in identifiable cash proceeds of 03 the inventory to the extent the identifiable cash proceeds are received on or before the 04 delivery of the inventory to a buyer if 05 (1) the purchase money security interest is perfected when the debtor 06 receives possession of the inventory; 07 (2) the purchase money secured party sends an authenticated 08 notification to the holder of the conflicting security interest; 09 (3) the holder of the conflicting security interest receives the 10 notification within five years before the debtor receives possession of the inventory; 11 and 12 (4) the notification states that the person sending the notification has 13 or expects to acquire a purchase money security interest in inventory of the debtor and 14 describes the inventory. 15 (c) The provisions of (b)(2) - (4) of this section apply only if the holder of the 16 conflicting security interest had filed a financing statement covering the same types of 17 inventory if the purchase money security interest is 18 (1) perfected by filing, before the date of the filing; or 19 (2) temporarily perfected without filing or possession under 20 AS 45.29.312(f) before the beginning of the 20-day period under AS 45.29.312(f). 21 (d) Subject to (e) of this section and except as otherwise provided in (g) of this 22 section, a perfected purchase money security interest in livestock that are farm 23 products has priority over a conflicting security interest in the same livestock, and, 24 except as otherwise provided in AS 45.29.327, a perfected security interest in their 25 identifiable proceeds and identifiable products in their unmanufactured states also has 26 priority if 27 (1) the purchase money security interest is perfected when the debtor 28 receives possession of the livestock; 29 (2) the purchase money secured party sends an authenticated 30 notification to the holder of the conflicting security interest; 31 (3) the holder of the conflicting security interest receives the
01 notification within six months before the debtor receives possession of the livestock; 02 and 03 (4) the notification states that the person sending the notification has 04 or expects to acquire a purchase money security interest in livestock of the debtor and 05 describes the livestock. 06 (e) The provisions of (d)(2) - (4) of this section apply only if the holder of the 07 conflicting security interest had filed a financing statement covering the same types of 08 livestock if the purchase money security interest is 09 (1) perfected by filing before the date of the filing; or 10 (2) temporarily perfected without filing or possession under 11 AS 45.29.312(f) before the beginning of the 20-day period under AS 45.29.312(f). 12 (f) Except as otherwise provided in (g) of this section, a perfected purchase- 13 money security interest in software has priority over a conflicting security interest in the same 14 collateral, and, except as otherwise provided in AS 45.29.327, a perfected security interest in 15 its identifiable proceeds also has priority to the extent that the purchase money security 16 interest in the goods in which the software was acquired for use has priority in the goods and 17 proceeds of the goods under this section. 18 (g) If more than one security interest qualifies for priority in the same 19 collateral under (a), (b), (d), or (f) of this section, 20 (1) a security interest securing an obligation incurred as all or part of 21 the price of the collateral has priority over a security interest securing an obligation 22 incurred for value given to enable the debtor to acquire rights in or the use of 23 collateral; and 24 (2) in all other cases, AS 45.29.322(a) applies to the qualifying security 25 interests. 26 Sec. 45.29.325. Priority of security interests in transferred collateral. (a) 27 Except as otherwise provided in (b) of this section, a security interest created by a 28 debtor is subordinate to a security interest in the same collateral created by another 29 person if 30 (1) the debtor acquired the collateral subject to the security interest 31 created by the other person;
01 (2) the security interest created by the other person was perfected when 02 the debtor acquired the collateral; and 03 (3) there is no period after the events described in (1) and (2) of this 04 subsection when the security interest is unperfected. 05 (b) The provisions of (a) of this section subordinate a security interest only if 06 the security interest 07 (1) otherwise would have priority solely under AS 45.29.322(a) or 08 45.29.324; or 09 (2) arose solely under AS 45.02.711(c) or AS 45.12.508(e). 10 Sec. 45.29.326. Priority of security interests created by new debtor. (a) 11 Subject to (b) of this section, a security interest created by a new debtor that is 12 perfected by a filed financing statement that is effective solely under AS 45.29.508 in 13 collateral in which a new debtor has or acquires rights is subordinate to a security 14 interest in the same collateral that is perfected other than by a financing statement that 15 is effective solely under AS 45.29.508. 16 (b) The other provisions of AS 45.29.301 - 45.29.342 determine the priority 17 among conflicting security interests in the same collateral perfected by filed financing 18 statements that are effective solely under AS 45.29.508. However, if the security 19 agreements to which a new debtor became bound as debtor were not entered into by 20 the same original debtor, the conflicting security interests rank according to priority 21 in time of the new debtor's having become bound. 22 Sec. 45.29.327. Priority of security interests in deposit account. The 23 following rules govern priority among conflicting security interests in the same deposit 24 account: 25 (1) a security interest held by a secured party having control of the 26 deposit account under AS 45.29.104 has priority over a conflicting security interest 27 held by a secured party that does not have control; 28 (2) except as otherwise provided in (3) and (4) of this section, security 29 interests perfected by control under AS 45.29.314 rank according to priority in time 30 of obtaining control; 31 (3) except as otherwise provided in (4) of this section, a security
01 interest held by the bank with which the deposit account is maintained has priority 02 over a conflicting security interest held by another secured party; 03 (4) a security interest perfected by control under AS 45.29.104(a)(3) 04 has priority over a security interest held by the bank with which the deposit account 05 is maintained. 06 Sec. 45.29.328. Priority of security interests in investment property. The 07 following rules govern priority among conflicting security interests in the same 08 investment property: 09 (1) a security interest held by a secured party having control of 10 investment property under AS 45.29.106 has priority over a security interest held by 11 a secured party that does not have control of the investment property; 12 (2) except as otherwise provided in (3) and (4) of this section, 13 conflicting security interests held by secured parties each of which has control under 14 AS 45.29.106 rank according to priority in time, if the collateral is 15 (A) a security, of obtaining control; 16 (B) a security entitlement carried in a securities account and if 17 the secured party obtained control 18 (i) under AS 45.08.106(d)(1), of the secured party's 19 becoming the person for which the securities account is maintained; 20 (ii) under AS 45.08.106(d)(2), of the securities 21 intermediary's agreement to comply with the secured party's entitlement 22 orders with respect to security entitlements carried or to be carried in 23 the securities account; or 24 (iii) through another person under AS 45.08.106(d)(3), 25 of the time on which priority would be based under this paragraph if 26 the other person were the secured party; or 27 (C) a commodity contract carried with a commodity 28 intermediary, of the satisfaction of the requirement for control specified in 29 AS 45.29.106(b)(2) with respect to commodity contracts carried or to be carried 30 with the commodity intermediary; 31 (3) a security interest held by a securities intermediary in a security
01 entitlement or a securities account maintained with the securities intermediary has 02 priority over a conflicting security interest held by another secured party; 03 (4) a security interest held by a commodity intermediary in a 04 commodity contract or a commodity account maintained with the commodity 05 intermediary has priority over a conflicting security interest held by another secured 06 party; 07 (5) a security interest in a certificated security in registered form that 08 is perfected by taking delivery under AS 45.29.313(a) and not by control under 09 AS 45.29.314 has priority over a conflicting security interest perfected by a method 10 other than control; 11 (6) conflicting security interests created by a broker, securities 12 intermediary, or commodity intermediary that are perfected without control under 13 AS 45.29.106 rank equally; 14 (7) in all other cases, priority among conflicting security interests in 15 investment property is governed by AS 45.29.322 and 45.29.323. 16 Sec. 45.29.329. Priority of security interests in letter-of-credit right. The 17 following rules govern priority among conflicting security interests in the same letter- 18 of-credit right: 19 (1) a security interest held by a secured party having control of the 20 letter-of-credit right under AS 45.29.107 has priority to the extent of its control over 21 a conflicting security interest held by a secured party that does not have control; 22 (2) security interests perfected by control under AS 45.29.314 rank 23 according to priority in time of obtaining control. 24 Sec. 45.29.330. Priority of purchaser of chattel paper or instrument. (a) 25 A purchaser of chattel paper has priority over a security interest in the chattel paper 26 that is claimed merely as proceeds of inventory subject to a security interest if 27 (1) in good faith and in the ordinary course of the purchaser's business, 28 the purchaser gives new value and takes possession of the chattel paper or obtains 29 control of the chattel paper under AS 45.29.105; and 30 (2) the chattel paper does not indicate that it has been assigned to an 31 identified assignee other than the purchaser.
01 (b) A purchaser of chattel paper has priority over a security interest in the 02 chattel paper that is claimed other than merely as proceeds of inventory subject to a 03 security interest if the purchaser gives new value and takes possession of the chattel 04 paper or obtains control of the chattel paper under AS 45.29.105 in good faith, in the 05 ordinary course of the purchaser's business, and without knowledge that the purchase 06 violates the rights of the secured party. 07 (c) Except as otherwise provided in AS 45.29.327, a purchaser having priority 08 in chattel paper under (a) or (b) of this section also has priority in proceeds of the 09 chattel paper to the extent that 10 (1) AS 45.29.322 provides for priority in the proceeds; or 11 (2) the proceeds consist of the specific goods covered by the chattel 12 paper or cash proceeds of the specific goods even if the purchaser's security interest 13 in the proceeds is unperfected. 14 (d) Except as otherwise provided in AS 45.29.331(a), a purchaser of an 15 instrument has priority over a security interest in the instrument perfected by a method 16 other than possession if the purchaser gives value and takes possession of the 17 instrument in good faith and without knowledge that the purchase violates the rights 18 of the secured party. 19 (e) For purposes of (a) and (b) of this section, the holder of a purchase money 20 security interest in inventory gives new value for chattel paper constituting proceeds 21 of the inventory. 22 (f) For purposes of (b) and (d) of this section, if chattel paper or an instrument 23 indicates that it has been assigned to an identified secured party other than the 24 purchaser, a purchaser of the chattel paper or instrument has knowledge that the 25 purchase violates the rights of the secured party. 26 Sec. 45.29.331. Priority of rights of purchasers of instruments, documents, 27 and securities under other chapters; priority of interests in financial assets and 28 security entitlements under AS 45.08. (a) This chapter does not limit the rights of 29 a holder in due course of a negotiable instrument, a holder to which a negotiable 30 document of title has been duly negotiated, or a protected purchaser of a security. 31 These holders or purchasers take priority over an earlier security interest, even if
01 perfected, to the extent provided in AS 45.03, AS 45.07, and AS 45.08. 02 (b) This chapter does not limit the rights of or impose liability on a person to 03 the extent that the person is protected against the assertion of a claim under AS 45.08. 04 (c) Filing under this chapter does not constitute notice of a claim or defense 05 to the holders, purchasers, or persons described in (a) and (b) of this section. 06 Sec. 45.29.332. Transfer of money; transfer of funds from deposit account. 07 (a) A transferee of money takes the money free of a security interest unless the 08 transferee acts in collusion with the debtor in violating the rights of the secured party. 09 (b) A transferee of funds from a deposit account takes the funds free of a 10 security interest in the deposit account unless the transferee acts in collusion with the 11 debtor in violating the rights of the secured party. 12 Sec. 45.29.333. Priority of certain liens arising by operation of law. (a) 13 In this section, "possessory lien" means an interest, other than a security interest or an 14 agricultural lien, 15 (1) that secures payment or performance of an obligation for services 16 or materials furnished with respect to goods by a person in the ordinary course of the 17 person's business; 18 (2) that is created by statute or rule of law in favor of the person; and 19 (3) whose effectiveness depends on the person's possession of the 20 goods. 21 (b) A possessory lien on goods has priority over a security interest in the 22 goods unless the lien is created by a statute that expressly provides otherwise. 23 Sec. 45.29.334. Priority of security interests in fixtures and crops. (a) A 24 security interest under this chapter may be created in goods that are fixtures or may 25 continue in goods that become fixtures. A security interest does not exist under this 26 chapter in ordinary building materials incorporated into an improvement on land. 27 (b) This chapter does not prevent creation of an encumbrance upon fixtures 28 under real property law. 29 (c) In cases not governed by (d) - (h) of this section, a security interest in 30 fixtures is subordinate to a conflicting interest of an encumbrancer or owner of the 31 related real property other than the debtor.
01 (d) Except as otherwise provided in (h) of this section, a perfected security 02 interest in fixtures has priority over a conflicting interest of an encumbrancer or owner 03 of the real property if the debtor has an interest of record in or is in possession of the 04 real property and 05 (1) the security interest is a purchase money security interest; 06 (2) the interest of the encumbrancer or owner arises before the goods 07 become fixtures; and 08 (3) the security interest is perfected by a fixture filing before the goods 09 become fixtures or within 20 days after the goods become fixtures. 10 (e) A perfected security interest in fixtures has priority over a conflicting 11 interest of an encumbrancer or owner of the real property if 12 (1) the debtor has an interest of record in the real property or is in 13 possession of the real property and the security interest 14 (A) is perfected by a fixture filing before the interest of the 15 encumbrancer or owner is of record; and 16 (B) has priority over any conflicting interest of a predecessor 17 in title of the encumbrancer or owner; 18 (2) before the goods become fixtures, the security interest is perfected 19 by a method permitted by this chapter and the fixtures are readily removable 20 (A) factory or office machines; 21 (B) equipment that is not primarily used or leased for use in the 22 operation of the real property; or 23 (C) replacements of domestic appliances that are consumer 24 goods; 25 (3) the conflicting interest is a lien on the real property obtained by 26 legal or equitable proceedings after the security interest was perfected by a method 27 permitted by this chapter; or 28 (4) the security interest is 29 (A) created in a manufactured home in a manufactured home 30 transaction; and 31 (B) perfected under a statute described in AS 45.29.311(a)(2).
01 (f) A security interest in fixtures, whether or not perfected, has priority over 02 a conflicting interest of an encumbrancer or owner of the real property if 03 (1) the encumbrancer or owner has, in an authenticated record, 04 consented to the security interest or disclaimed an interest in the goods as fixtures; or 05 (2) the debtor has a right to remove the goods as against the 06 encumbrancer or owner. 07 (g) The priority of the security interest under (f)(2) of this section continues 08 for a reasonable time if the debtor's right to remove the goods as against the 09 encumbrancer or owner terminates. 10 (h) A mortgage is a construction mortgage to the extent that it secures an 11 obligation incurred for the construction of an improvement on land, including the 12 acquisition cost of the land if a recorded mortgage so indicates. Except as otherwise 13 provided in (e) and (f) of this section, a security interest in fixtures is subordinate to 14 a construction mortgage if the mortgage is recorded before the goods become fixtures 15 and the goods become fixtures before the completion of the construction. A mortgage 16 has this priority to the same extent as a construction mortgage to the extent that it is 17 given to refinance a construction mortgage. 18 (i) A perfected security interest in crops growing on real property has priority 19 over a conflicting interest of an encumbrancer or owner of the real property if the 20 debtor has an interest of record in or is in possession of the real property. 21 (j) The provisions of (i) of this section prevail over an inconsistent statute 22 unless that statute contains an exemption that refers specifically to this section. 23 Sec. 45.29.335. Accessions. (a) A security interest may be created in an 24 accession and continues in collateral that becomes an accession. 25 (b) If a security interest is perfected when the collateral becomes an accession, 26 the security interest remains perfected in the collateral. 27 (c) Except as otherwise provided in (d) of this section, the other provisions of 28 AS 45.29.301 - 45.29.342 determine the priority of a security interest in an accession. 29 (d) A security interest in an accession is subordinate to a security interest in 30 the whole that is perfected by compliance with the requirements of a certificate of title 31 statute under AS 45.29.311(b).
01 (e) After default, subject to AS 45.29.601 - 45.29.628, a secured party may 02 remove an accession from other goods if the security interest in the accession has 03 priority over the claims of every person having an interest in the whole. 04 (f) A secured party that removes an accession from other goods under (e) of 05 this section shall promptly reimburse any holder of a security interest or other lien on, 06 or owner of, the whole or of the other goods, other than the debtor, for the cost of 07 repair of a physical injury to the whole or the other goods. The secured party need 08 not reimburse the holder or owner for any diminution in value of the whole or the 09 other goods caused by the absence of the accession removed or by any necessity for 10 replacing it. A person entitled to reimbursement may refuse permission to remove 11 until the secured party gives adequate assurance for the performance of the obligation 12 to reimburse. 13 Sec. 45.29.336. Commingled goods. (a) In this section, "commingled goods" 14 means goods that are physically united with other goods in a manner so that their 15 identity is lost in a product or mass. 16 (b) A security interest does not exist in commingled goods as such. However, 17 a security interest may attach to a product or mass that results when goods become 18 commingled goods. 19 (c) If collateral becomes commingled goods, a security interest attaches to the 20 product or mass. 21 (d) If a security interest in collateral is perfected before the collateral becomes 22 commingled goods, the security interest that attaches to the product or mass under (c) 23 of this section is perfected. 24 (e) Except as otherwise provided in (f) of this section, the other provisions of 25 AS 45.29.301 - 45.29.342 determine the priority of a security interest that attaches to 26 the product or mass under (c) of this section. 27 (f) If more than one security interest attaches to the product or mass under (c) 28 of this section, the following rules determine priority: 29 (1) a security interest that is perfected under (d) of this section has 30 priority over a security interest that is unperfected at the time the collateral becomes 31 commingled goods;
01 (2) if more than one security interest is perfected under (d) of this 02 section, the security interests rank equally in proportion to the value of the collateral 03 at the time it became commingled goods. 04 Sec. 45.29.337. Priority of security interests in goods covered by certificate 05 of title. If, while a security interest in goods is perfected by a method under the law 06 of another jurisdiction, this state issues a certificate of title that does not show that the 07 goods are subject to the security interest or contain a statement that the goods may be 08 subject to security interests not shown on the certificate, 09 (1) a buyer of the goods, other than a person in the business of selling 10 goods of that kind, takes free of the security interest if the buyer gives value and 11 receives delivery of the goods after issuance of the certificate and without knowledge 12 of the security interest; and 13 (2) the security interest is subordinate to a conflicting security interest 14 in the goods that attaches, and is perfected under AS 45.29.311(b) after issuance of the 15 certificate and without the conflicting secured party's knowledge of the security 16 interest. 17 Sec. 45.29.338. Priority of security interest or agricultural lien perfected 18 by filed financing statement providing certain incorrect information. If a security 19 interest or agricultural lien is perfected by a filed financing statement providing 20 information described in AS 45.29.516(b)(5) that is incorrect at the time the financing 21 statement is filed, 22 (1) the security interest or agricultural lien is subordinate to a 23 conflicting perfected security interest in the collateral to the extent that the holder of 24 the conflicting security interest gives value in reasonable reliance upon the incorrect 25 information; and 26 (2) a purchaser, other than a secured party, of the collateral takes free 27 of the security interest or agricultural lien to the extent that, in reasonable reliance 28 upon the incorrect information, the purchaser gives value and, in the case of chattel 29 paper, documents, goods, instruments, or a security certificate, receives delivery of the 30 collateral. 31 Sec. 45.29.339. Priority subject to subordination. This chapter does not
01 preclude subordination by agreement by a person entitled to priority. 02 Sec. 45.29.340. Effectiveness of right of recoupment or setoff against 03 deposit account. (a) Except as otherwise provided in (c) of this section, a bank with 04 which a deposit account is maintained may exercise a right of recoupment or setoff 05 against a secured party that holds a security interest in the deposit account. 06 (b) Except as otherwise provided in (c) of this section, the application of this 07 chapter to a security interest in a deposit account does not affect a right of recoupment 08 or setoff of the secured party as to a deposit account maintained with the secured 09 party. 10 (c) The exercise by a bank of a setoff against a deposit account is ineffective 11 against a secured party that holds a security interest in the deposit account that is 12 perfected by control under AS 45.29.104(a)(3) if the setoff is based on a claim against 13 the debtor. 14 Sec. 45.29.341. Bank's rights and duties with respect to deposit account. 15 Except as otherwise provided in AS 45.29.340(c), and unless the bank otherwise agrees 16 in an authenticated record, a bank's rights and duties with respect to a deposit account 17 maintained with the bank are not terminated, suspended, or modified by 18 (1) the creation, attachment, or perfection of a security interest in the 19 deposit account; 20 (2) the bank's knowledge of the security interest; or 21 (3) the bank's receipt of instructions from the secured party. 22 Sec. 45.29.342. Bank's right to refuse to enter into or disclose existence of 23 control agreement. This chapter does not require a bank to enter into an agreement 24 of the kind described in AS 45.29.104(a)(2), even if its customer so requests or directs. 25 A bank that has entered into such an agreement is not required to confirm the 26 existence of the agreement to another person unless requested to do so by its customer. 27 Article 4. Rights of Third Parties. 28 Sec. 45.29.401. Alienability of debtor's rights. (a) Except as otherwise 29 provided in (b) of this section and AS 45.29.406 - 45.29.409, whether a debtor's rights 30 in collateral may be voluntarily or involuntarily transferred is governed by law other 31 than this chapter.
01 (b) An agreement between the debtor and secured party that prohibits a 02 transfer of the debtor's rights in collateral or makes the transfer a default does not 03 prevent the transfer from taking effect. 04 Sec. 45.29.402. Secured party not obligated on contract of debtor or in 05 tort. The existence of a security interest, agricultural lien, or authority given to a 06 debtor to dispose of or use collateral, without more, does not subject a secured party 07 to liability in contract or tort for the debtor's acts or omissions. 08 Sec. 45.29.403. Agreement not to assert defenses against assignee. (a) In 09 this section, the issue of whether an assignment is taken for value is governed by the 10 provisions of AS 45.03.303(a). 11 (b) Except as otherwise provided in this section, an agreement between an 12 account debtor and an assignor not to assert against an assignee a claim or defense that 13 the account debtor may have against the assignor is enforceable by an assignee that 14 takes an assignment 15 (1) for value; 16 (2) in good faith; 17 (3) without notice of a claim of a property or possessory right to the 18 property assigned; and 19 (4) without notice of a defense or claim in recoupment of the type that 20 may be asserted against a person entitled to enforce a negotiable instrument under 21 AS 45.03.305(a). 22 (c) The provisions of (b) of this section do not apply to defenses of a type that 23 may be asserted against a holder in due course of a negotiable instrument under 24 AS 45.03.305(b). 25 (d) In a consumer transaction, if a record evidences the account debtor's 26 obligation, if law other than this chapter requires that the record include a statement 27 to the effect that the rights of an assignee are subject to claims or defenses that the 28 account debtor could assert against the original obligee, and if the record does not 29 include the statement, 30 (1) the record has the same effect as if the record included the a 31 statement; and
01 (2) the account debtor may assert against an assignee the claims and 02 defenses that would have been available if the record included the statement. 03 (e) This section is subject to law other than this chapter that establishes a 04 different rule for an account debtor who is an individual and who incurred the 05 obligation primarily for personal, family, or household purposes. 06 (f) Except as otherwise provided in (d) of this section, this section does not 07 displace law other than this chapter that gives effect to an agreement by an account 08 debtor not to assert a claim or defense against an assignee. 09 Sec. 45.29.404. Rights acquired by assignee; claims and defenses against 10 assignee. (a) Unless an account debtor has made an enforceable agreement not to 11 assert defenses or claims, and subject to (b) - (e) of this section, the rights of an 12 assignee are subject to 13 (1) all terms of the agreement between the account debtor and assignor 14 and a defense or claim in recoupment arising from the transaction that gave rise to the 15 contract; and 16 (2) any other defense or claim of the account debtor against the 17 assignor that accrues before the account debtor receives a notification of the 18 assignment authenticated by the assignor or the assignee. 19 (b) Subject to (c) of this section and except as otherwise provided in (d) of this 20 section, the claim of an account debtor against an assignor may be asserted against an 21 assignee under (a) of this section only to reduce the amount the account debtor owes. 22 (c) 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 (d) In a consumer transaction, if a record evidences the account debtor's 26 obligation, law other than this chapter requires that the record include a statement to 27 the effect that the account debtor's recovery against an assignee with respect to claims 28 and defenses against the assignor may not exceed amounts paid by the account debtor 29 under the record, and the record does not include the statement, the extent to which 30 a claim of an account debtor against the assignor may be asserted against an assignee 31 is determined as if the record included the statement.
01 (e) This section does not apply to an assignment of a health care insurance 02 receivable. 03 Sec. 45.29.405. Modification of assigned contract. (a) A modification of 04 or substitution for an assigned contract is effective against an assignee if made in good 05 faith. The assignee acquires corresponding rights under the modified or substituted 06 contract. The assignment may provide that the modification or substitution is a breach 07 of contract by the assignor. This subsection is subject to (b) - (d) of this section. 08 (b) The provisions of (a) of this section apply to the extent that the right to 09 payment or the right to partial payment 10 (1) under an assigned contract has not been fully earned by 11 performance; or 12 (2) has been fully earned by performance and the account debtor has 13 not received notification of the assignment under AS 45.29.406(a). 14 (c) This section is subject to law other than this chapter that establishes a 15 different rule for an account debtor who is an individual and who incurred the 16 obligation primarily for personal, family, or household purposes. 17 (d) This section does not apply to an assignment of a health care insurance 18 receivable. 19 Sec. 45.29.406. Discharge of account debtor; notification of assignment; 20 identification and proof of assignment; restrictions on assignment of accounts, 21 chattel paper, payment intangibles, and promissory notes ineffective. (a) Subject 22 to (b) - (i) of this section, an account debtor on an account, chattel paper, or a payment 23 intangible may discharge its obligation by paying the assignor until, but not after, the 24 account debtor receives a notification, authenticated by the assignor or the assignee, 25 that the amount due or to become due has been assigned and that payment is to be 26 made to the assignee. After receipt of the notification, the account debtor may 27 discharge its obligation by paying the assignee and may not discharge its obligation 28 by paying the assignor. 29 (b) Subject to (h) of this section, notification is ineffective under (a) of this 30 section 31 (1) if it does not reasonably identify the rights assigned;
01 (2) to the extent that an agreement between an account debtor and a 02 seller of a payment intangible limits the account debtor's duty to pay a person other 03 than the seller and the limitation is effective under law other than this chapter; or 04 (3) at the option of an account debtor, if the notification notifies the 05 account debtor to make less than the full amount of any installment or other periodic 06 payment to the assignee even if 07 (A) only a portion of the account, chattel paper, or payment 08 intangible has been assigned to that assignee; 09 (B) a portion has been assigned to another assignee; or 10 (C) the account debtor knows that the assignment to that 11 assignee is limited. 12 (c) Subject to (h) of this section, if requested by the account debtor, an 13 assignee shall seasonably furnish reasonable proof that the assignment has been made. 14 Unless the assignee complies, the account debtor may discharge its obligation by 15 paying the assignor even if the account debtor has received a notification under (a) of 16 this section. 17 (d) Except as otherwise provided in (e) of this section, AS 45.29.407, and 18 AS 45.12.303, and subject to (h) of this section, a term in an agreement between an 19 account debtor and an assignor or in a promissory note is ineffective to the extent that 20 it 21 (1) prohibits, restricts, or requires the consent of the account debtor or 22 person obligated on the promissory note to the assignment or transfer of, or the 23 creation, attachment, perfection, or enforcement of a security interest in, the account, 24 chattel paper, payment intangible, or promissory note; or 25 (2) provides that the assignment, transfer, creation, attachment, 26 perfection, or enforcement of the security interest may give rise to a default, breach, 27 right of recoupment, claim, defense, termination, right of termination, or remedy under 28 the account, chattel paper, payment intangible, or promissory note. 29 (e) The provisions of (d) of this section do not apply to the sale of a payment 30 intangible or promissory note. 31 (f) Except as otherwise provided in AS 45.12.303 and AS 45.29.407, and
01 subject to (h) and (i) of this section, a rule of law, statute, or regulation that prohibits, 02 restricts, or requires the consent of a government, a governmental body or official, or 03 an account debtor to the assignment or transfer of, or creation of a security interest in, 04 an account or chattel paper is ineffective to the extent that the rule of law, statute, or 05 regulation 06 (1) prohibits, restricts, or requires the consent of the government, 07 governmental body or official, or account debtor to the assignment or transfer of, or 08 the creation, attachment, perfection, or enforcement of a security interest in the account 09 or chattel paper; or 10 (2) provides that the assignment, transfer, creation, attachment, 11 perfection, or enforcement of the security interest may give rise to a default, breach, 12 right of recoupment, claim, defense, termination, right of termination, or remedy under 13 the account or chattel paper. 14 (g) Subject to (h) of this section, an account debtor may not waive or vary its 15 option under (b)(3) of this section. 16 (h) This section is subject to law other than this chapter that establishes a 17 different rule for an account debtor who is an individual and who incurred the 18 obligation primarily for personal, family, or household purposes. 19 (i) This section does not apply to an assignment of a health care insurance 20 receivable. 21 Sec. 45.29.407. Restrictions on creation or enforcement of security interest 22 in leasehold interest or in lessor's residual interest. (a) Except as otherwise 23 provided in (b) of this section, a term in a lease agreement is ineffective to the extent 24 that it 25 (1) prohibits, restricts, or requires the consent of a party to the lease 26 to the assignment, transfer, creation, attachment, perfection, or enforcement of a 27 security interest in an interest of a party under the lease contract or in the lessor's 28 residual interest in the goods; or 29 (2) provides that the assignment, transfer, creation, attachment, 30 perfection, or enforcement of the security interest may give rise to a default, breach, 31 right of recoupment, claim, defense, termination, right of termination, or remedy under
01 the lease. 02 (b) Except as otherwise provided in AS 45.12.303(g), a term described in 03 (a)(2) of this section is effective to the extent that there is 04 (1) a transfer by the lessee of the lessee's right of possession or use of 05 the goods in violation of the term; or 06 (2) a delegation of a material performance of either party to the lease 07 contract in violation of the term. 08 (c) The creation, attachment, perfection, or enforcement of a security interest 09 in the lessor's interest under the lease contract or the lessor's residual interest in the 10 goods is not a transfer that materially impairs the lessee's prospect of obtaining return 11 performance or materially changes the duty of or materially increases the burden or 12 risk imposed on the lessee within the purview of AS 45.12.303(d) unless, and then 13 only to the extent that, enforcement actually results in a delegation of material 14 performance of the lessor. 15 Sec. 45.29.408. Restrictions on assignment of promissory notes, health- 16 care-insurance receivables, and certain general intangibles ineffective. (a) Except as 17 otherwise provided in (b) of this section, a term in a promissory note or in an agreement 18 between an account debtor and a debtor that relates to a health care insurance receivable or 19 a general intangible, including a contract, permit, license, or franchise, and that prohibits, 20 restricts, or requires the consent of the person obligated on the promissory note or the account 21 debtor to the assignment or transfer of, or creation, attachment, or perfection of a security 22 interest in the promissory note, health care insurance receivable, or general intangible is 23 ineffective to the extent that the term 24 (1) would impair the creation, attachment, or perfection of a security 25 interest; or 26 (2) provides that the assignment, transfer, creation, attachment, or 27 perfection of the security interest may give rise to a default, breach, right of 28 recoupment, claim, defense, termination, right of termination, or remedy under the 29 promissory note, health care insurance receivable, or general intangible. 30 (b) The provisions of (a) of this section apply to a security interest in a 31 payment intangible or promissory note only if the security interest arises out of a sale
01 of the payment intangible or promissory note. 02 (c) A rule of law, statute, or regulation that prohibits, restricts, or requires the 03 consent of a government, a governmental body or official, a person obligated on a 04 promissory note, or an account debtor to the assignment or transfer of or creation of 05 a security interest in a promissory note, health care insurance receivable, or general 06 intangible, including a contract, permit, license, or franchise between an account debtor 07 and a debtor, is ineffective to the extent that the rule of law, statute, or regulation 08 (1) would impair the creation, attachment, or perfection of a security 09 interest; or 10 (2) provides that the assignment, transfer, creation, attachment, or 11 perfection of the security interest may give rise to a default, breach, right of 12 recoupment, claim, defense, termination, right of termination, or remedy under the 13 promissory note, health-care-insurance receivable, or general intangible. 14 (d) To the extent that a term in a promissory note or in an agreement between 15 an account debtor and a debtor that relates to a health care insurance receivable or 16 general intangible or a rule of law, statute, or regulation described in (c) of this section 17 would be effective under law other than this chapter but is ineffective under (a) or (c) 18 of this section, the creation, attachment, or perfection of a security interest in the 19 promissory note, health care insurance receivable, or general intangible 20 (1) is not enforceable against the person obligated on the promissory 21 note or the account debtor; 22 (2) does not impose a duty or obligation on the person obligated on the 23 promissory note or the account debtor; 24 (3) does not require the person obligated on the promissory note or the 25 account debtor to recognize the security interest, pay or render performance to the 26 secured party, or accept payment or performance from the secured party; 27 (4) does not entitle the secured party to use or assign the debtor's rights 28 under the promissory note, health care insurance receivable, or general intangible, 29 including related information or materials furnished to the debtor in the transaction 30 giving rise to the promissory note, health care insurance receivable, or general 31 intangible;
01 (5) does not entitle the secured party to use, assign, possess, or have 02 access to trade secrets or confidential information of the person obligated on the 03 promissory note or the account debtor; and 04 (6) does not entitle the secured party to enforce the security interest in 05 the promissory note, health care insurance receivable, or general intangible. 06 (e) This section prevails over inconsistent provisions of other statutes unless 07 the other statute contains an exemption that refers specifically to this section. 08 Sec. 45.29.409. Restrictions on assignment of letter-of-credit rights 09 ineffective. (a) A term in a letter of credit or a rule of law, statute, regulation, 10 custom, or practice applicable to the letter of credit that prohibits, restricts, or requires 11 the consent of an applicant, issuer, or nominated person to a beneficiary's assignment 12 of or creation of a security interest in a letter-of-credit right is ineffective to the extent 13 that the term or rule of law, statute, regulation, custom, or practice 14 (1) would impair the creation, attachment, or perfection of a security 15 interest in the letter-of-credit right; 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 letter-of-credit right. 20 (b) To the extent that a term in a letter of credit is ineffective under (a) of this 21 section but would be effective under law other than this chapter or a custom or 22 practice applicable to the letter of credit, to the transfer of a right to draw or otherwise 23 demand performance under the letter of credit, or to the assignment of a right to 24 proceeds of the letter of credit, the creation, attachment, or perfection of a security 25 interest in the letter-of-credit right 26 (1) is not enforceable against the applicant, issuer, nominated person, 27 or transferee beneficiary; 28 (2) imposes no duties or obligations on the applicant, issuer, nominated 29 person, or transferee beneficiary; and 30 (3) does not require the applicant, issuer, nominated person, or 31 transferee beneficiary to recognize the security interest, pay or render performance to
01 the secured party, or accept payment or other performance from the secured party. 02 Article 5. Filing. 03 Sec. 45.29.501. Filing office. (a) Except as otherwise provided in (b) of this 04 section, if the law of this state governs perfection of a security interest or agricultural 05 lien, the office in which to file a financing statement to perfect the security interest or 06 agricultural lien is 07 (1) the office designated for the recording of a mortgage on the related 08 real property if 09 (A) the collateral is as-extracted collateral or timber to be cut; 10 or 11 (B) the financing statement is filed for record as a fixture filing 12 and the collateral is goods that are or are to become fixtures; or 13 (2) in all other cases, the central filing office of the Department of 14 Natural Resources established under AS 44.37.027, including a case in which the 15 collateral consists of goods that are or are to become fixtures and the financing 16 statement is not filed for record as a fixture filing. 17 (b) The office in which to file a financing statement to perfect a security 18 interest in collateral, including fixtures, of a transmitting utility is the central filing 19 office of the Department of Natural Resources established under AS 44.37.027. The 20 financing statement also constitutes a fixture filing as to the collateral indicated in the 21 financing statement that is or is to become fixtures. 22 Sec. 45.29.502. Contents of financing statement; mortgage as financing 23 statement; time of filing financing statement. (a) Subject to (b) of this section, a 24 financing statement is sufficient only if it 25 (1) provides the name of the debtor; 26 (2) provides the name of the secured party or a representative of the 27 secured party; and 28 (3) indicates the collateral covered by the financing statement. 29 (b) Except as otherwise provided in AS 45.29.501(b), to be sufficient, a 30 financing statement that covers as-extracted collateral or timber to be cut, or that is 31 filed as a fixture filing and covers goods that are or are to become fixtures, must
01 (1) satisfy (a) of this section; 02 (2) indicate that the financing statement covers this type of collateral; 03 (3) indicate that the financing statement is to be filed for record in the 04 real property records; 05 (4) provide a description of the real property to which the collateral is 06 related sufficient to give constructive notice of a mortgage under the law of this state 07 if the description were contained in the mortgage of the real property; and 08 (5) if the debtor does not have an interest of record in the real property, 09 provide the name of a record owner. 10 (c) A mortgage is effective from the date of recording as a financing statement 11 filed as a fixture filing or as a financing statement covering as-extracted collateral or 12 timber to be cut only if 13 (1) the mortgage indicates the goods or accounts that it covers; 14 (2) the goods are or are to become fixtures related to the real property 15 described in the mortgage or the collateral is related to the real property described in 16 the mortgage and is as-extracted collateral or timber to be cut; 17 (3) the mortgage satisfies the requirements for a financing statement 18 in this section other than an indication that it is to be filed in the real property records; 19 and 20 (4) the mortgage is recorded. 21 (d) A financing statement may be filed before a security agreement is made 22 or a security interest otherwise attaches. 23 Sec. 45.29.503. Name of debtor and secured party. (a) A financing 24 statement sufficiently provides the name of the debtor 25 (1) if the debtor is a registered organization, only if the financing 26 statement provides the name of the debtor indicated on the public record of the debtor's 27 jurisdiction of organization that shows the debtor to have been organized; 28 (2) if the debtor is a decedent's estate, only if the financing statement 29 provides the name of the decedent and indicates that the debtor is an estate; 30 (3) if the debtor is a trust or a trustee acting with respect to property 31 held in trust, only if the financing statement
01 (A) provides the name specified for the trust in its organic 02 documents or, if no name is specified, provides the name of the settlor and 03 additional information sufficient to distinguish the debtor from other trusts 04 having one or more of the same settlors; and 05 (B) indicates, in the debtor's name or otherwise, that the debtor 06 is a trust or is a trustee acting with respect to property held in trust; and 07 (4) in other cases, if the debtor 08 (A) has a name, only if the financing statement provides the 09 individual or organizational name of the debtor; and 10 (B) does not have a name, only if the financing statement 11 provides the names of the partners, members, associates, or other persons 12 comprising the debtor. 13 (b) A financing statement that provides the name of the debtor in accordance 14 with (a) of this section is not rendered ineffective by the absence of 15 (1) a trade name or other name of the debtor; or 16 (2) unless required under (a)(4)(B) of this section, names of partners, 17 members, associates, or other persons comprising the debtor. 18 (c) A financing statement that provides only the debtor's trade name does not 19 sufficiently provide the name of the debtor. 20 (d) Failure to indicate the representative capacity of a secured party or 21 representative of a secured party does not affect the sufficiency of a financing 22 statement. 23 (e) A financing statement may provide the name of more than one debtor and 24 the name of more than one secured party. 25 Sec. 45.29.504. Indication of collateral. A financing statement sufficiently 26 indicates the collateral that it covers if the financing statement provides 27 (1) a description of the collateral pursuant to AS 45.29.108; or 28 (2) an indication that the financing statement covers all assets or all 29 personal property. 30 Sec. 45.29.505. Filing and compliance with other statutes and treaties for 31 consignments, leases, other bailments, and other transactions. (a) A consignor,
01 lessor, or other bailor of goods, a licensor, or a buyer of a payment intangible or 02 promissory note may file a financing statement or may comply with a statute, 03 regulation, or treaty described in AS 45.29.311(a) using the terms "consignor," 04 "consignee," "lessor," "lessee," "bailor," "bailee," "licensor," "licensee," "owner," 05 "registered owner," "buyer," "seller," or words of similar import instead of the terms 06 "secured party" and "debtor." 07 (b) AS 45.29.501 - 45.29.525 apply to the filing of a financing statement under 08 (a) of this section and, as appropriate, to compliance that is equivalent to filing a 09 financing statement under AS 45.29.311(b), but the filing or compliance is not of itself 10 a factor in determining whether the collateral secures an obligation. If it is determined 11 for another reason that the collateral secures an obligation, a security interest held by 12 the consignor, lessor, bailor, licensor, owner, or buyer that attaches to the collateral is 13 perfected by the filing or compliance. 14 Sec. 45.29.506. Effect of errors or omissions. (a) A financing statement 15 substantially satisfying the requirements of AS 45.29.501 - 45.29.525 is effective, even 16 if it has minor errors or omissions, unless the errors or omissions make the financing 17 statement seriously misleading. 18 (b) Except as otherwise provided in (c) of this section, a financing statement 19 that fails sufficiently to provide the name of the debtor in accordance with 20 AS 45.29.503(a) is seriously misleading. 21 (c) If a search of the records of the filing office under the debtor's correct 22 name, using the filing office's standard search logic, if any, would disclose a financing 23 statement that fails sufficiently to provide the name of the debtor in accordance with 24 AS 45.29.503(a), the name provided does not make the financing statement seriously 25 misleading. 26 (d) For purposes of AS 45.29.508(b), the "debtor's correct name" in (c) of this 27 section means the correct name of the new debtor. 28 Sec. 45.29.507. Effect of certain events on effectiveness of financing 29 statement. (a) A filed financing statement remains effective with respect to collateral 30 that is sold, exchanged, leased, licensed, or otherwise disposed of and in which a 31 security interest or agricultural lien continues even if the secured party knows of or
01 consents to the disposition. 02 (b) Except as otherwise provided in (c) of this section and AS 45.29.508, a 03 financing statement is not rendered ineffective if, after the financing statement is filed, 04 the information provided in the financing statement becomes seriously misleading 05 under AS 45.29.506. 06 (c) If a debtor changes its name sufficiently to cause a filed financing 07 statement to become seriously misleading under AS 45.29.506, the financing statement 08 is 09 (1) effective to perfect a security interest in collateral acquired by the 10 debtor before, or within four months after, the change; and 11 (2) not effective to perfect a security interest in collateral acquired by 12 the debtor more than four months after the change unless an amendment to the 13 financing statement that renders the financing statement not seriously misleading is 14 filed within four months after the change. 15 Sec. 45.29.508. Effectiveness of financing statement if new debtor becomes 16 bound by security agreement. (a) Except as otherwise provided in this section, a 17 filed financing statement naming an original debtor is effective to perfect a security 18 interest in collateral in which a new debtor has or acquires rights to the extent that the 19 financing statement would have been effective had the original debtor acquired rights 20 in the collateral. 21 (b) If the difference between the name of the original debtor and that of the 22 new debtor causes a filed financing statement that is effective under (a) of this section 23 to be seriously misleading under AS 45.29.506, the financing statement is 24 (1) effective to perfect a security interest in collateral acquired by the 25 new debtor before, and within four months after, the new debtor becomes bound under 26 AS 45.29.203(d); and 27 (2) not effective to perfect a security interest in collateral acquired by 28 the new debtor more than four months after the new debtor becomes bound under 29 AS 45.29.203(d) unless an initial financing statement providing the name of the new 30 debtor is filed before the expiration of that time. 31 (c) This section does not apply to collateral as to which a filed financing
01 statement remains effective against the new debtor under AS 45.29.507(a). 02 Sec. 45.29.509. Persons entitled to file a record. (a) A person may file an 03 initial financing statement, amendment that adds collateral covered by a financing 04 statement, or amendment that adds a debtor to a financing statement only if 05 (1) the debtor authorizes the filing in an authenticated record or 06 pursuant to (b) or (c) of this section; or 07 (2) the person holds an agricultural lien that has become effective at 08 the time of filing and the financing statement covers only collateral in which the 09 person holds an agricultural lien. 10 (b) By authenticating or becoming bound as debtor by a security agreement, 11 a debtor or new debtor authorizes the filing of an initial financing statement and an 12 amendment covering 13 (1) the collateral described in the security agreement; and 14 (2) property that becomes collateral under AS 45.29.315(a)(2), whether 15 or not the security agreement expressly covers proceeds. 16 (c) By acquiring collateral in which a security interest or agricultural lien 17 continues under AS 45.29.315(a)(1), a debtor authorizes the filing of an initial 18 financing statement, and an amendment, covering the collateral and property that 19 becomes collateral under AS 45.29.315(a)(2). 20 (d) A person may file an amendment other than an amendment that adds 21 collateral covered by a financing statement or an amendment that adds a debtor to a 22 financing statement only if 23 (1) the secured party of record authorizes the filing; or 24 (2) the amendment is a termination statement for a financing statement 25 as to which the secured party of record has failed to file or send a termination 26 statement required under AS 45.29.513(a) or (c), the debtor authorizes the filing, and 27 the termination statement indicates that the debtor authorized it to be filed. 28 (e) If there is more than one secured party of record for a financing statement, 29 each secured party of record may authorize the filing of an amendment under (d) of 30 this section. 31 Sec. 45.29.510. Effectiveness of filed record. (a) A filed record is effective
01 only to the extent that it was filed by a person who may file it under AS 45.29.509. 02 (b) A record authorized by one secured party of record does not affect the 03 financing statement with respect to another secured party of record. 04 (c) A continuation statement that is not filed within the six-month period 05 prescribed by AS 45.29.515(d) is ineffective. 06 Sec. 45.29.511. Secured party of record. (a) A secured party of record with 07 respect to a financing statement is a person whose name is provided as the name of 08 the secured party or a representative of the secured party in an initial financing 09 statement that has been filed. If an initial financing statement is filed under 10 AS 45.29.514(a), the assignee named in the initial financing statement is the secured 11 party of record with respect to the financing statement. 12 (b) If an amendment of a financing statement that provides the name of a 13 person as a secured party or a representative of a secured party is filed, the person 14 named in the amendment is a secured party of record. If an amendment is filed under 15 AS 45.29.514(b), the assignee named in the amendment is a secured party of record. 16 (c) A person remains a secured party of record until the filing of an 17 amendment of the financing statement that deletes the person. 18 Sec. 45.29.512. Amendment of financing statement. (a) Subject to 19 AS 45.29.509, a person may add or delete collateral covered by, continue or terminate 20 the effectiveness of, or, subject to (e) of this section, otherwise amend the information 21 provided in, a financing statement by filing an amendment that 22 (1) identifies by its file number the initial financing statement to which 23 the amendment relates; and 24 (2) if the amendment relates to an initial financing statement filed or 25 recorded in a filing office described in AS 45.29.501(a)(1), provides the date that the 26 initial financing statement was filed or recorded and the information specified in 27 AS 45.29.502(b). 28 (b) Except as otherwise provided in AS 45.29.515, the filing of an amendment 29 does not extend the period of effectiveness of the financing statement. 30 (c) A financing statement that is amended by an amendment that adds 31 collateral is effective as to the added collateral only from the date of the filing of the
01 amendment. 02 (d) A financing statement that is amended by an amendment that adds a debtor 03 is effective as to the added debtor only from the date of the filing of the amendment. 04 (e) An amendment is ineffective to the extent it purports to delete all 05 (1) debtors and fails to provide the name of a debtor to be covered by 06 the financing statement; or 07 (2) secured parties of record and fails to provide the name of a new 08 secured party of record. 09 Sec. 45.29.513. Termination statement. (a) A secured party shall cause the 10 secured party of record for a financing statement to file a termination statement for the 11 financing statement if the financing statement covers consumer goods and 12 (1) there is no obligation secured by the collateral covered by the 13 financing statement and no commitment to make an advance, incur an obligation, or 14 otherwise give value; or 15 (2) the debtor did not authorize the filing of the initial financing 16 statement. 17 (b) To comply with (a) of this section, a secured party shall cause the secured 18 party of record to file the termination statement 19 (1) within one month after there is no obligation secured by the 20 collateral covered by the financing statement and no commitment to make an advance, 21 incur an obligation, or otherwise give value; or 22 (2) if earlier, within 20 days after the secured party receives an 23 authenticated demand from a debtor. 24 (c) In cases not governed by (a) of this section, within 20 days after a secured 25 party receives an authenticated demand from a debtor, the secured party shall cause 26 the secured party of record for a financing statement to send to the debtor a 27 termination statement for the financing statement or file the termination statement in 28 the filing office if 29 (1) except in the case of a financing statement covering accounts or 30 chattel paper that has been sold or goods that are the subject of a consignment, there 31 is no obligation secured by the collateral covered by the financing statement and no
01 commitment to make an advance, incur an obligation, or otherwise give value; 02 (2) the financing statement covers accounts or chattel paper that has 03 been sold but as to which the account debtor or other person obligated has discharged 04 its obligation; 05 (3) the financing statement covers goods that were the subject of a 06 consignment to the debtor but are not in the debtor's possession; or 07 (4) the debtor did not authorize the filing of the initial financing 08 statement. 09 (d) Except as otherwise provided in AS 45.29.510, upon the filing of a 10 termination statement in the filing office, the financing statement to which the 11 termination statement relates ceases to be effective. Except as otherwise provided in 12 AS 45.29.510, for purposes of AS 45.29.519(g), 45.29.522(a), and 45.29.523(c), the 13 filing in the filing office of a termination statement relating to a financing statement 14 that indicates that the debtor is a transmitting utility also causes the effectiveness of 15 the financing statement to lapse. 16 Sec. 45.29.514. Assignment of powers of secured party of record. (a) 17 Except as otherwise provided in (c) of this section, an initial financing statement may 18 reflect an assignment of all of the secured party's power to authorize an amendment 19 to the financing statement by providing the name and mailing address of the assignee 20 as the name and address of the secured party. 21 (b) Except as otherwise provided in (c) of this section, a secured party of 22 record may assign of record all or part of its power to authorize an amendment to a 23 financing statement by filing in the filing office an amendment of the financing 24 statement that 25 (1) identifies by its file number the initial financing statement to which 26 it relates; 27 (2) provides the name of the assignor; and 28 (3) provides the name and mailing address of the assignee. 29 (c) An assignment of record of a security interest in a fixture covered by a 30 mortgage that is effective as a financing statement filed as a fixture filing under 31 AS 45.29.502(c) may be made only by an assignment of record of the mortgage in the
01 manner provided by law of this state other than the code. 02 Sec. 45.29.515. Duration and effectiveness of financing statement; effect 03 of lapsed financing statement. (a) Except as otherwise provided in (b) and (e) - (g) 04 of this section, a filed financing statement is effective for a period of five years after 05 the date of filing. 06 (b) Except as otherwise provided in (e) - (g) of this section, an initial financing 07 statement filed in connection with a manufactured home transaction is effective for a 08 period of 30 years after the date of filing if it indicates that it is filed in connection 09 with a manufactured home transaction. 10 (c) The effectiveness of a filed financing statement lapses on the expiration of 11 the period of its effectiveness unless, before the lapse, a continuation statement is filed 12 under (d) of this section. Upon lapse, a financing statement ceases to be effective and 13 a security interest or agricultural lien that was perfected by the financing statement 14 becomes unperfected unless the security interest is perfected otherwise. If the security 15 interest or agricultural lien becomes unperfected upon lapse, it is considered never to 16 have been perfected as against a purchaser of the collateral for value. 17 (d) A continuation statement may be filed only within six months before the 18 expiration of the five-year period specified in (a) of this section or the 30-year period 19 specified in (b) of this section, whichever is applicable. 20 (e) Except as otherwise provided in AS 45.29.510, upon timely filing of a 21 continuation statement, the effectiveness of the initial financing statement continues for 22 a period of five years commencing on the day on which the financing statement would 23 have become ineffective in the absence of the filing. Upon the expiration of the five- 24 year period, the financing statement lapses in the same manner as provided in (c) of this 25 section unless, before the lapse, another continuation statement is filed under (d) of this 26 section. Succeeding continuation statements may be filed in the same manner to continue the 27 effectiveness of the initial financing statement. 28 (f) If a debtor is a transmitting utility and a filed financing statement so 29 indicates, the financing statement is effective until a termination statement is filed. 30 (g) A mortgage that is effective as a financing statement filed as a fixture 31 filing under AS 45.29.502(c) remains effective as a financing statement filed as a
01 fixture filing until the mortgage is released or satisfied of record or its effectiveness 02 otherwise terminates as to the real property. 03 Sec. 45.29.516. What constitutes filing; effectiveness of filing. (a) Except 04 as otherwise provided in (b) of this section, communication of a record to a filing 05 office and tender of the filing fee or acceptance of the record by the filing office 06 constitutes filing. 07 (b) Filing does not occur with respect to a record that a filing office refuses 08 to accept because 09 (1) the record is not communicated by a method or medium of 10 communication authorized by the filing office; 11 (2) an amount equal to or greater than the applicable filing fee is not 12 tendered; 13 (3) the filing office is unable to index the record because, in the case 14 of 15 (A) an initial financing statement, the record does not provide 16 a name for the debtor; 17 (B) an amendment or correction statement, the record 18 (i) does not identify the initial financing statement as 19 required by AS 45.29.512 or 45.29.518, as applicable; or 20 (ii) identifies an initial financing statement whose 21 effectiveness has lapsed under AS 45.29.515; 22 (C) an initial financing statement that provides the name of a 23 debtor identified as an individual or an amendment that provides a name of a 24 debtor identified as an individual that was not previously provided in the 25 financing statement to which the record relates, the record does not identify the 26 debtor's last name; or 27 (D) a record filed in the filing office described in 28 AS 45.29.501(a)(1) that relates to real property, the record does not provide a 29 sufficient description of the real property to which it relates; 30 (E) a fixture filing or other filing allowed to be filed for record 31 in a filing office described in AS 45.29.501(a)(1), the filing does not provide
01 the name of the debtor and record owner; 02 (4) in the case of an initial financing statement or an amendment that 03 adds a secured party of record, the record does not provide a name and mailing 04 address for the secured party of record; 05 (5) in the case of an initial financing statement or an amendment that 06 provides a name of a debtor that was not previously provided in the financing 07 statement to which the amendment relates, the record does not 08 (A) provide a mailing address for the debtor; 09 (B) indicate whether the debtor is an individual or an 10 organization; or 11 (C) if the financing statement indicates that the debtor is an 12 organization, provide 13 (i) a type of organization for the debtor; 14 (ii) a jurisdiction of organization for the debtor; or 15 (iii) an organizational identification number for the 16 debtor or indicate that the debtor does not have an organizational 17 identification number; 18 (6) in the case of an assignment reflected in an initial financing 19 statement under AS 45.29.514(a) or an amendment filed under AS 45.29.514(b), the 20 record does not provide a name and mailing address for the assignee; or 21 (7) in the case of a continuation statement, the record is not filed within 22 the six-month period prescribed by AS 45.29.515(d). 23 (c) For purposes of (b) of this section, a record 24 (1) does not provide information if the filing office is unable to read 25 or decipher the information; and 26 (2) that does not indicate that it is an amendment or identify an initial 27 financing statement to which it relates as required by AS 45.29.512, 45.29.514, or 28 45.29.518 is an initial financing statement. 29 (d) A record that is communicated to the filing office with tender of the filing 30 fee, but which the filing office refuses to accept for a reason other than one set out in 31 (b) of this section, is effective as a filed record except as against a purchaser of the
01 collateral who gives value in reasonable reliance on the absence of the record from the 02 files. 03 Sec. 45.29.517. Effect of indexing errors. The failure of the filing office to 04 index a record correctly does not affect the effectiveness of the filed record. 05 Sec. 45.29.518. Claim concerning inaccurate or wrongfully filed record. 06 (a) A person may file in the filing office a correction statement with respect to a 07 record indexed there under the person's name if the person believes that the record is 08 inaccurate or was wrongfully filed. 09 (b) A correction statement must 10 (1) identify the record to which it relates by 11 (A) the file number assigned to the initial financing statement 12 to which the record relates; and 13 (B) if the correction statement relates to a record filed for 14 record in a filing office described in AS 45.29.501(a)(1), the date that the 15 initial financing statement was filed for record and the information specified 16 in AS 45.29.502(b); 17 (2) indicate that it is a correction statement; and 18 (3) provide the basis for the person's belief that the record is inaccurate 19 and indicate the manner in which the person believes the record should be amended 20 to cure the inaccuracy or provide the basis for the person's belief that the record was 21 wrongfully filed. 22 (c) The filing of a correction statement does not affect the effectiveness of an 23 initial financing statement or other filed record. 24 Sec. 45.29.519. Numbering, maintaining, and indexing records; 25 communicating information provided in records. (a) For each record filed in a 26 filing office, the filing office shall 27 (1) assign a unique number to the filed record; 28 (2) create a record that bears the number assigned to the filed record 29 and the date and time of filing; 30 (3) maintain the filed record for public inspection; and 31 (4) index the filed record in accordance with (c) - (e) of this section.
01 (b) Except as otherwise provided in (i) of this section, a file number assigned 02 after January 1, 2002, must include a digit that 03 (1) is mathematically derived from or related to the other digits of the 04 file number; and 05 (2) aids the filing office in determining whether a number 06 communicated as the file number includes a single digit or transpositional error. 07 (c) Except as otherwise provided in (d) and (e) of this section, the filing office 08 shall index 09 (1) an initial financing statement according to the name of the debtor 10 and index all filed records relating to the initial financing statement in a manner that 11 associates with one another an initial financing statement and all filed records relating 12 to the initial financing statement; and 13 (2) a record that provides a name of a debtor that was not previously 14 provided in the financing statement to which the record relates also according to the 15 name that was not previously provided. 16 (d) If a financing statement is filed as a fixture filing or covers as-extracted 17 collateral or timber to be cut, it must be filed for record and the filing office shall 18 index it 19 (1) under the names of the debtor and of each owner of record shown 20 on the financing statement as if they were the mortgagors under a mortgage of the real 21 property described; and 22 (2) to the extent that the law of this state provides for indexing of 23 mortgages under the name of the mortgagee, under the name of the secured party as 24 if the secured party were the mortgagee thereunder, or, if indexing is by description, 25 as if the financing statement were a mortgage of the real property described. 26 (e) If a financing statement is filed as a fixture filing or covers as-extracted 27 collateral or timber to be cut, the filing office shall index an assignment filed under 28 AS 45.29.514(a) or an amendment filed under AS 45.29.514(b) 29 (1) under the name of the assignor as grantor; and 30 (2) to the extent that the law of this state provides for indexing a record 31 of the assignment of a mortgage under the name of the assignee, under the name of
01 the assignee. 02 (f) The filing office shall maintain a capability to 03 (1) retrieve a record by the name of the debtor and, if the filing office 04 is described in 05 (A) AS 45.29.501(a)(1), by the file number assigned to the 06 initial financing statement to which the record relates and the date that the 07 record was filed for record; or 08 (B) AS 45.29.501(a)(2), by the file number assigned to the 09 initial financing statement to which the record relates; and 10 (2) associate and retrieve with one another an initial financing statement 11 and each filed record relating to the initial financing statement. 12 (g) The filing office may not remove a debtor's name from the index until one 13 year after the effectiveness of a financing statement naming the debtor lapses under 14 AS 45.29.515 with respect to all secured parties of record. 15 (h) Except as otherwise provided in (i) of this section, the filing office shall 16 perform the acts required by (a) - (e) of this section at the time and in the manner 17 prescribed by filing office regulations, but not later than two business days after the 18 filing office receives the record in question. 19 (i) The requirements of (b) and (h) of this section do not apply to a filing 20 office described in AS 45.29.501(a)(1). 21 Sec. 45.29.520. Acceptance and refusal to accept record. (a) A filing office 22 shall refuse to accept a record for filing for a reason set out in AS 45.29.516(b) and 23 may refuse to accept a record for filing only for a reason set out in AS 45.29.516(b). 24 (b) If a filing office refuses to accept a record for filing, the filing office shall 25 communicate to the person who presented the record the fact of and reason for the 26 refusal and the date and time the record would have been filed had the filing office 27 accepted it. The communication must be made at the time and in the manner 28 prescribed by filing office regulation but, in the case of a filing office described in 29 AS 45.29.501(a)(2), no more than two business days after the filing office receives the 30 record. 31 (c) A filed financing statement satisfying AS 45.29.502(a) and (b) is effective
01 even if the filing office is required to refuse to accept it for filing under (a) of this 02 section. However, AS 45.29.338 applies to a filed financing statement providing 03 information described in AS 45.29.516(b)(5) that is incorrect at the time the financing 04 statement is filed. 05 (d) If a record communicated to a filing office provides information that relates 06 to more than one debtor, AS 45.29.501 - 45.29.525 applies as to each debtor 07 separately. 08 Sec. 45.29.521. Uniform form of written financing statement and 09 amendment. (a) A filing office that accepts written records may not refuse to accept 10 a written initial financing statement in the following form and format except for a 11 reason set out in AS 45.29.516(b):. . 12 . 13 . 14 . 15 . 16 . 17 . 18 . 19 . 20 . 21 . 22 . 23 . 24 . 25 . 26 . 27 . 28 . 29 . 30 . 31 .
01 . 02 . 03 . 04 . 05 . 06 . 07 . 08 . 09 . 10 . 11 .. 12 . 13 . 14 . 15 . 16 . 17 . 18 . 19 . 20 . 21 . 22 . 23 . 24 . 25 . 26 . 27 . 28 . 29 . 30 . 31 .
01 . 02 . 03 . 04 . 05 . 06 . 07 . 08 (b) 09 A 10 filing 11 office that accepts written records may not refuse to accept a written record in the following 12 form and format except for a reason set out in AS 45.29.516(b): 13 . 14 . 15 . 16 . 17 . 18 . 19 . 20 . 21 . 22 . 23 . 24 . 25 . 26 . 27 . 28 . 29 . 30 . 31 .
01 . 02 . 03 . 04 . 05 . 06 . 07 . 08 . 09 . 10 . 11 . 12 . 13 . 14 . 15 . 16 . 17 . 18 . 19 . 20 . 21 . 22 . 23 . 24 . 25 . 26 . 27 . 28 . 29 . 30 . 31 .
01 . 02 . 03 . 04 . 05 . 06 . 07 . 08 . 09 Sec. 45.29.522. Maintenance and destruction of records. (a) The filing 10 office shall maintain a record of the information provided in a filed financing statement 11 for at least one year after the effectiveness of the financing statement has lapsed under 12 AS 45.29.515 with respect to all secured parties of record. The record must be 13 retrievable by using the name of the debtor and, 14 (1) if the record was filed for record in the filing office described in 15 AS 45.29.501(a)(1), by using the file number assigned to the initial financing statement 16 to which the record relates and the date that the record was filed for record; or 17 (2) if the record was filed in the filing office described in 18 AS 45.29.501(a)(2), by using the file number assigned to the initial financing statement 19 to which the record relates. 20 (b) Except to the extent that a statute governing disposition of public records 21 provides otherwise, the filing office immediately may destroy a written record 22 evidencing a financing statement. However, if the filing office destroys a written 23 record, it shall maintain another record of the financing statement that complies with 24 (a) of this section. 25 Sec. 45.29.523. Information from filing office; sale or license of records. 26 (a) If a person who files a written record requests an acknowledgment of the filing, 27 the filing office shall send to the person an image of the record showing the number 28 assigned to the record under AS 45.29.519(a)(1) and the date and time of the filing of 29 the record. However, if the person furnishes a copy of the record to the filing office, 30 the filing office may instead 31 (1) note on the copy the number assigned to the record under
01 AS 45.29.519(a)(1) and the date and time of the filing of the record; and 02 (2) send the copy to the person. 03 (b) If a person files a record other than a written record, the filing office shall 04 communicate to the person an acknowledgment that provides 05 (1) the information in the record; 06 (2) the number assigned to the record under AS 45.29.519(a)(1); and 07 (3) the date and time of the filing of the record. 08 (c) The filing office shall communicate or otherwise make available in a record 09 the following information to a person who requests it: 10 (1) whether there is on file on a date and time specified by the filing 11 office, but not a date earlier than three business days before the filing office receives 12 the request, a financing statement that 13 (A) designates a particular debtor; 14 (B) has not lapsed under AS 45.29.515 with respect to all 15 secured parties of record; and 16 (C) if the request so states, has lapsed under AS 45.29.515 and 17 a record of which is maintained by the filing office under AS 45.29.522(a); 18 (2) the date and time of filing of each financing statement; and 19 (3) the information provided in each financing statement. 20 (d) In complying with its duty under (c) of this section, the filing office may 21 communicate information in any medium. However, if requested, the filing office 22 shall communicate information by issuing its written certificate. 23 (e) The filing office shall perform the acts required by (a) - (d) of this section 24 at the time and in the manner prescribed by filing office regulations but, in the case 25 of a filing office described in AS 45.29.501(a)(2), not later than two business days 26 after the filing office receives the request. 27 (f) At least bi-weekly, the filing office described in AS 45.29.501(a)(2) shall 28 offer to sell or license to the public on a nonexclusive basis, in bulk, copies of all 29 records filed in it under AS 45.29.501 - 45.29.525, in every medium from time to time 30 available to the filing office. 31 Sec. 45.29.524. Delay by filing office. Delay by the filing office beyond a
01 time limit prescribed by AS 45.29.501 - 45.29.525 is excused if 02 (1) the delay is caused by interruption of communication or computer 03 facilities, war, emergency conditions, failure of equipment, or other circumstances 04 beyond control of the filing office; and 05 (2) the filing office exercises reasonable diligence under the 06 circumstances. 07 Sec. 45.29.525. Fees. The Department of Natural Resources shall adopt 08 regulations that set the fees for 09 (1) recording or filing and indexing a document under AS 45.29.501 - 10 45.29.525; and 11 (2) responding to a request for information or copies from the filing 12 office, including for communicating whether there is on file a financing statement 13 naming a particular debtor. 14 Article 6. Default. 15 Sec. 45.29.601. Rights after default; judicial enforcement; consignor or 16 buyer of accounts, chattel paper, payment intangibles, or promissory notes. (a) 17 After default, a secured party has the rights provided in AS 45.29.601 - 45.29.628 and, 18 except as otherwise provided in AS 45.29.602, those provided by agreement of the 19 parties. A secured party 20 (1) may reduce a claim to judgment, foreclose, or otherwise enforce the 21 claim, security interest, or agricultural lien by available judicial procedures; and 22 (2) if the collateral is documents, may proceed either as to the 23 documents or as to the goods the documents cover. 24 (b) A secured party in possession of collateral or control of collateral under 25 AS 45.29.104, 45.29.105, 45.29.106, or 45.29.107 has the rights and duties provided 26 in AS 45.29.207. 27 (c) The rights under (a) and (b) of this section are cumulative and may be 28 exercised simultaneously. 29 (d) Except as otherwise provided in (g) of this section and AS 45.29.605, after 30 default, a debtor and an obligor have the rights provided in this part and by agreement 31 of the parties.
01 (e) If a secured party has reduced its claim to judgment, the lien of a levy that 02 may be made upon the collateral by virtue of an execution based on the judgment 03 relates back to the earliest of the date 04 (1) of perfection of the security interest or agricultural lien in the 05 collateral; 06 (2) of filing a financing statement covering the collateral; or 07 (3) specified in a statute under which the agricultural lien was created. 08 (f) A sale pursuant to an execution is a foreclosure of the security interest or 09 agricultural lien by judicial procedure within the meaning of this section. A secured 10 party may purchase at the sale and thereafter hold the collateral free of any other 11 requirements of this chapter. 12 (g) Except as otherwise provided in AS 45.29.607(c), 45.29.601 - 45.29.628 13 imposes no duties on a secured party that is a consignor or is a buyer of accounts, 14 chattel paper, payment intangibles, or promissory notes. 15 Sec. 45.29.602. Waiver and variance of rights and duties. Except as 16 otherwise provided in AS 45.29.624, to the extent that they give rights to a debtor or 17 obligor and impose duties on a secured party, the debtor or obligor may not waive or 18 vary the rules stated in the following sections: 19 (1) AS 45.29.207(b)(4)(C), which deals with use and operation of the 20 collateral by the secured party; 21 (2) AS 45.29.210, which deals with requests for an accounting and 22 requests concerning a list of collateral and statement of account; 23 (3) AS 45.29.607(c), which deals with collection and enforcement of 24 collateral; 25 (4) AS 45.29.608(a) and 45.29.615(c) to the extent that they deal with 26 application or payment of noncash proceeds of collection, enforcement, or disposition; 27 (5) AS 45.29.608(a) and 45.29.615(d) to the extent that they require 28 accounting for or payment of surplus proceeds of collateral; 29 (6) AS 45.29.609 to the extent that it imposes on a secured party that 30 takes possession of collateral without judicial process the duty to do so without breach 31 of the peace;
01 (7) AS 45.29.610(b), 45.29.611, 45.29.613, and 45.29.614, which deal 02 with disposition of collateral; 03 (8) AS 45.29.615(f), which deals with calculation of a deficiency or 04 surplus when a disposition is made to the secured party, a person related to the secured 05 party, or a secondary obligor; 06 (9) AS 45.29.616, which deals with explanation of the calculation of 07 a surplus or deficiency; 08 (10) AS 45.29.620 - 45.29.622, which deal with acceptance of collateral 09 in satisfaction of obligation; 10 (11) AS 45.29.623, which deals with redemption of collateral; 11 (12) AS 45.29.624, which deals with permissible waivers; and 12 (13) AS 45.29.625 and 45.29.626, which deal with the secured party's 13 liability for failure to comply with this chapter. 14 Sec. 45.29.603. Agreement on standards concerning rights and duties. (a) 15 The parties may determine by agreement the standards measuring the fulfillment of the 16 rights of a debtor or obligor and the duties of a secured party under a rule stated in 17 AS 45.29.602 if the standards are not manifestly unreasonable. 18 (b) The provisions of (a) of this section do not apply to the duty under 19 AS 45.29.609 to refrain from breaching the peace. 20 Sec. 45.29.604. Procedure if security agreement covers real property or 21 fixtures. (a) If a security agreement covers both personal and real property, a secured 22 party may proceed 23 (1) under AS 45.29.601 - 45.29.628 as to the personal property without 24 prejudicing any rights with respect to the real property; or 25 (2) as to both the personal property and the real property in accordance 26 with the rights with respect to the real property, in which case the other provisions of 27 AS 45.29.601 - 45.29.628 do not apply. 28 (b) Subject to (c) of this section, if a security agreement covers goods that are 29 or become fixtures, a secured party may proceed 30 (1) under AS 45.29.601 - 45.29.628; or 31 (2) in accordance with the rights with respect to real property, in which
01 case the other provisions of AS 45.29.601 - 45.29.628 do not apply. 02 (c) Subject to the other provisions of AS 45.29.601 - 45.29.628, if a secured 03 party holding a security interest in fixtures has priority over all owners and 04 encumbrancers of the real property, the secured party, after default, may remove the 05 collateral from the real property. 06 (d) A secured party that removes collateral shall promptly reimburse an 07 encumbrancer or owner of the real property, other than the debtor, for the cost of 08 repair of physical injury caused by the removal. The secured party need not reimburse 09 the encumbrancer or owner for diminution in value of the real property caused by the 10 absence of the goods removed or by the necessity of replacing them. A person entitled 11 to reimbursement may refuse permission to remove until the secured party gives 12 adequate assurance for the performance of the obligation to reimburse. 13 Sec. 45.29.605. Unknown debtor or secondary obligor. A secured party 14 does not owe a duty based on its status as secured party to 15 (1) a person who is a debtor or obligor unless the secured party knows 16 (A) that the person is a debtor or obligor; 17 (B) the identity of the person; and 18 (C) how to communicate with the person; or 19 (2) a secured party or lienholder that has filed a financing statement 20 against a person unless the secured party knows 21 (A) that the person is a debtor; and 22 (B) the identity of the person. 23 Sec. 45.29.606. Time of default for agricultural lien. For purposes of 24 AS 45.29.601 - 45.29.628, a default occurs in connection with an agricultural lien at 25 the time the secured party becomes entitled to enforce the lien in accordance with the 26 statute under which it was created. 27 Sec. 45.29.607. Collection and enforcement by secured party. (a) If so 28 agreed and, in any event, after default, a secured party 29 (1) may notify an account debtor or other person obligated on collateral 30 to make payment or otherwise render performance to or for the benefit of the secured 31 party;
01 (2) may take proceeds to which the secured party is entitled under 02 AS 45.29.315; 03 (3) may enforce the obligations of an account debtor or other person 04 obligated on collateral and exercise the rights of the debtor with respect to the 05 obligation of the account debtor or other person obligated on collateral to make 06 payment or otherwise render performance to the debtor and with respect to property 07 that secures the obligations of the account debtor or other person obligated on the 08 collateral; 09 (4) if it holds a security interest in a deposit account perfected by 10 control under AS 45.29.104(a)(1), may apply the balance of the deposit account to the 11 obligation secured by the deposit account; and 12 (5) if it holds a security interest in a deposit account perfected by 13 control under AS 45.29.104(a)(2) or (3), may instruct the bank to pay the balance of 14 the deposit account to or for the benefit of the secured party. 15 (b) If necessary to enable a secured party to exercise under (a)(3) of this 16 section the right of a debtor to enforce a mortgage nonjudicially, the secured party may 17 record in the office in which the mortgage is recorded 18 (1) a copy of the security agreement that creates or provides for a 19 security interest in the obligation secured by the mortgage; and 20 (2) the secured party's sworn affidavit in recordable form stating that 21 (A) a default has occurred; and 22 (B) the secured party is entitled to enforce the mortgage 23 nonjudicially. 24 (c) A secured party shall proceed in a commercially reasonable manner if the 25 secured party 26 (1) undertakes to collect from or enforce an obligation of an account 27 debtor or other person obligated on collateral; and 28 (2) is entitled to charge back uncollected collateral or otherwise to full 29 or limited recourse against the debtor or a secondary obligor. 30 (d) A secured party may deduct from the collections made under (c) of this 31 section reasonable expenses of collection and enforcement, including reasonable
01 attorney fees and legal expenses incurred by the secured party. 02 (e) This section does not determine whether an account debtor, bank, or other 03 person obligated on collateral owes a duty to a secured party. 04 Sec. 45.29.608. Application of proceeds of collection or enforcement; 05 liability for deficiency and right to surplus. (a) If a security interest or agricultural 06 lien secures payment or performance of an obligation, the following rules apply: 07 (1) a secured party shall apply or pay over for application the cash 08 proceeds of collection or enforcement under AS 45.29.607 in the following order to 09 (A) the reasonable expenses of collection and enforcement and, 10 to the extent provided for by agreement and not prohibited by law, reasonable 11 attorney fees and legal expenses incurred by the secured party; 12 (B) the satisfaction of obligations secured by the security 13 interest or agricultural lien under which the collection or enforcement is made; 14 and 15 (C) the satisfaction of obligations secured by a subordinate 16 security interest in or other lien on the collateral subject to the security interest 17 or agricultural lien under which the collection or enforcement is made if the 18 secured party receives an authenticated demand for proceeds before distribution 19 of the proceeds is completed; 20 (2) if requested by a secured party, a holder of a subordinate security 21 interest or other lien shall furnish reasonable proof of the interest or lien within a 22 reasonable time; unless the holder complies, the secured party need not comply with 23 the holder's demand under (1)(C) of this subsection; 24 (3) a secured party need not apply or pay over for application noncash 25 proceeds of collection and enforcement under AS 45.29.607 unless the failure to do 26 so would be commercially unreasonable; a secured party that applies or pays over for 27 application noncash proceeds shall do so in a commercially reasonable manner; 28 (4) a secured party shall account to and pay a debtor for any surplus, 29 and the obligor is liable for any deficiency. 30 (b) If the underlying transaction is a sale of accounts, chattel paper, payment 31 intangibles, or promissory notes, the debtor is not entitled to any surplus, and the
01 obligor is not liable for any deficiency. 02 Sec. 45.29.609. Secured party's right to take possession after default. (a) 03 After default, a secured party 04 (1) may take possession of the collateral; and 05 (2) without removal, may render equipment unusable and dispose of 06 collateral on a debtor's premises under AS 45.29.610. 07 (b) A secured party may proceed under subsection (a) of this section 08 (1) in accordance with judicial process; or 09 (2) without judicial process if it proceeds without breach of the peace. 10 (c) If so agreed and, in any event, after default, a secured party may require 11 the debtor to assemble the collateral and make it available to the secured party at a 12 place to be designated by the secured party that is reasonably convenient to both 13 parties. 14 Sec. 45.29.610. Disposition of collateral after default. (a) After default, a 15 secured party may sell, lease, license, or otherwise dispose of any or all of the 16 collateral in its present condition or following commercially reasonable preparation or 17 processing. 18 (b) Every aspect of a disposition of collateral, including the method, manner, 19 time, place, and other terms, must be commercially reasonable. If commercially 20 reasonable, a secured party may dispose of collateral by public or private proceedings, 21 by one or more contracts, as a unit or in parcels, and at any time and place and on any 22 terms. 23 (c) A secured party may purchase collateral 24 (1) at a public disposition; or 25 (2) at a private disposition only if the collateral is of a kind that is 26 customarily sold on a recognized market or the subject of widely distributed standard 27 price quotations. 28 (d) A contract for sale, lease, license, or other disposition includes the 29 warranties relating to title, possession, quiet enjoyment, and the like that by operation 30 of law accompany a voluntary disposition of property of the kind subject to the 31 contract.
01 (e) A secured party may disclaim or modify warranties under (d) of this 02 section 03 (1) in a manner that would be effective to disclaim or modify the 04 warranties in a voluntary disposition of property of the kind subject to the contract of 05 disposition; or 06 (2) by communicating to the purchaser a record evidencing the contract 07 for disposition and including an express disclaimer or modification of the warranties. 08 (f) A record is sufficient to disclaim warranties under (e) of this section if it 09 indicates "There is no warranty relating to title, possession, quiet enjoyment, or the like 10 in this disposition" or uses words of similar import. 11 Sec. 45.29.611. Notification before disposition of collateral. (a) In this 12 section, "notification date" means the earlier of the date on which 13 (1) a secured party sends to the debtor and any secondary obligor an 14 authenticated notification of disposition; or 15 (2) the debtor and any secondary obligor waive the right to notification. 16 (b) Except as otherwise provided in (d) of this section, a secured party that 17 disposes of collateral under AS 45.29.610 shall send to the persons specified in (c) of 18 this section a reasonable authenticated notification of disposition. 19 (c) To comply with (b) of this section, the secured party shall send an 20 authenticated notification of disposition to 21 (1) the debtor; 22 (2) any secondary obligor; and 23 (3) if the collateral is other than consumer goods, 24 (A) any other person from which the secured party has received, 25 before the notification date, an authenticated notification of a claim of an 26 interest in the collateral; 27 (B) any other secured party or lienholder that, 10 days before 28 the notification date, held a security interest in or other lien on the collateral 29 perfected by the filing of a financing statement that 30 (i) identified the collateral; 31 (ii) was indexed under the debtor's name as of that date;
01 and 02 (iii) was filed in the office in which to file a financing 03 statement against the debtor covering the collateral as of that date; and 04 (C) any other secured party that, 10 days before the notification 05 date, held a security interest in the collateral perfected by compliance with a 06 statute, regulation, or treaty described in AS 45.29.311(a). 07 (d) The provisions of (b) of this section do not apply if the collateral is 08 perishable or threatens to decline speedily in value or is of a type customarily sold on 09 a recognized market. 10 (e) A secured party complies with the requirement for notification prescribed 11 by (c)(3)(B) of this section if 12 (1) not later than 20 days or earlier than 30 days before the notification 13 date, the secured party requests, in a commercially reasonable manner, information 14 concerning financing statements indexed under the debtor's name in the office indicated 15 in (c)(3)(B) of this section; and 16 (2) before the notification date, the secured party 17 (A) did not receive a response to the request for information; 18 or 19 (B) received a response to the request for information and sent 20 an authenticated notification of disposition to each secured party or other 21 lienholder named in that response whose financing statement covered the 22 collateral. 23 Sec. 45.29.612. Timeliness of notification before disposition of collateral. 24 (a) Except as otherwise provided in (b) of this section, whether a notification is sent 25 within a reasonable time is a question of fact. 26 (b) In a transaction other than a consumer transaction, a notification of 27 disposition sent after default and 10 days or more before the earliest time of 28 disposition set out in the notification is sent within a reasonable time before the 29 disposition. 30 Sec. 45.29.613. General notification before disposition of collateral. Except 31 in a consumer goods transaction, the following rules apply:
01 (1) the contents of a notification of disposition are sufficient if the 02 notification 03 (A) describes the debtor and the secured party; 04 (B) describes the collateral that is the subject of the intended 05 disposition; 06 (C) states the method of intended disposition; 07 (D) states that the debtor is entitled to an accounting of the 08 unpaid indebtedness and states the charge, if any, for an accounting; and 09 (E) states the time and place of a public disposition or the time 10 after which any other disposition is to be made; 11 (2) whether the contents of a notification that lacks any of the 12 information specified in (1) of this section are nevertheless sufficient is a question of 13 fact; 14 (3) the contents of a notification providing substantially the information 15 specified in (1) of this section are sufficient even if the notification includes 16 (A) information not specified by that paragraph; or 17 (B) minor errors that are not seriously misleading; 18 (4) a particular phrasing of the notification is not required; 19 (5) the following form of notification and the form appearing in 20 AS 45.29.614(3), when completed, each provides sufficient information: 21 NOTIFICATION OF DISPOSITION OF COLLATERAL 22 To: (Name of debtor, obligor, or other person to which the 23 notification is sent) 24 From: (Name, address, and telephone number of secured party) 25 Name of Debtor(s): (Include only if debtor(s) are not an 26 addressee) 27 (For a public disposition:) 28 We will sell (or lease or license, as applicable) the (describe 29 collateral) (to the highest qualified bidder) in public as follows: 30 Day and Date: 31 Time:
01 Place: 02 (For a private disposition:) 03 We will sell (or lease or license, as applicable) the (describe 04 collateral) privately sometime after (day and date) . 05 You are entitled to an accounting of the unpaid indebtedness secured by 06 the property that we intend to sell (or lease or license, as applicable) 07 (for a charge of $ ). You may request an accounting by 08 calling us at (telephone number) . 09 Sec. 45.29.614. Notification before disposition of collateral in consumer 10 goods transaction. In a consumer goods transaction, the following rules apply: 11 (1) a notification of disposition must provide the following information: 12 (A) the information specified in AS 45.29.613(1); 13 (B) a description of any liability for a deficiency of the person 14 to which the notification is sent; 15 (C) a telephone number from which the amount that must be 16 paid to the secured party to redeem the collateral under AS 45.29.623 is 17 available; and 18 (D) a telephone number or mailing address from which 19 additional information concerning the disposition and the obligation secured is 20 available. 21 (2) a particular phrasing of the notification is not required; 22 (3) the following form of notification, when completed, provides 23 sufficient information: 24 (Name and address of secured party) 25 (Date) 26 NOTICE OF OUR PLAN TO SELL PROPERTY 27 (Name and address of any obligor who is also a debtor) 28 Subject: (Identification of Transaction) 29 We have your (describe collateral) , because you broke 30 promises in our agreement. 31 (For a public disposition:)
01 We will sell (describe collateral) at public sale. A sale could 02 include a lease or license. The sale will be held as follows: 03 Date: 04 Time: 05 Place: 06 You may attend the sale and bring bidders if you want. 07 (For a private disposition:) 08 We will sell (describe collateral) at private sale sometime after 09 (date) . A sale could include a lease or license. 10 The money that we get from the sale, after paying our costs, will reduce 11 the amount you owe. If we get less money than you owe, you (will 12 or will not, as applicable) still owe us the difference. If we get 13 more money than you owe, you will get the extra money, unless we 14 must pay it to someone else. 15 You can get the property back at any time before we sell it by paying 16 us the full amount you owe (not just the past due payments), including 17 our expenses. To learn the exact amount you must pay, call us at 18 (telephone number) . 19 If you want us to explain to you in writing how we have figured the 20 amount that you owe us, you may call us at (telephone number) 21 (or write us at (secured party's address) ) and request a written 22 explanation. (We will charge you $ for the explanation if we 23 sent you another written explanation of the amount you owe us within 24 the last six months.) 25 If you need more information about the sale call us at (telephone 26 number) (or write us at (secured party's address) ). 27 We are sending this notice to the following other people who have an 28 interest in (describe collateral) or who owe money under your 29 agreement: 30 (Names of all other debtors and obligors, if any) . 31 (4) a notification in the form of (3) of this section is sufficient even if
01 additional information appears at the end of the form; 02 (5) a notification in the form of (3) of this section is sufficient even if 03 it includes errors in information not required by (1) of this section unless the error is 04 misleading with respect to rights arising under this chapter; 05 (6) if a notification under this section is not in the form set out in (3) 06 of this section, law other than this chapter determines the effect of including 07 information not required by (1) of this section. 08 Sec. 45.29.615. Application of proceeds of disposition; liability for 09 deficiency and right to surplus. (a) A secured party shall apply or pay over for 10 application the cash proceeds of disposition under AS 45.29.610 in the following order: 11 (1) the reasonable expenses of retaking, holding, preparing for 12 disposition, processing, and disposing and, to the extent provided for by agreement and 13 not prohibited by law, reasonable attorney fees and legal expenses incurred by the 14 secured party; 15 (2) the satisfaction of obligations secured by the security interest or 16 agricultural lien under which the disposition is made; 17 (3) the satisfaction of obligations secured by any subordinate security 18 interest in or other subordinate lien on the collateral if 19 (A) the secured party receives from the holder of the 20 subordinate security interest or other lien an authenticated demand for proceeds 21 before distribution of the proceeds is completed; and 22 (B) in a case in which a consignor has an interest in the 23 collateral, the subordinate security interest or other lien is senior to the interest 24 of the consignor; and 25 (4) a secured party that is a consignor of the collateral if the secured 26 party receives from the consignor an authenticated demand for proceeds before 27 distribution of the proceeds is completed. 28 (b) If requested by a secured party, a holder of a subordinate security interest 29 or other lien shall furnish reasonable proof of the interest or lien within a reasonable 30 time. Unless the holder does so, the secured party need not comply with the holder's 31 demand under (a)(3) of this section.
01 (c) A secured party need not apply or pay over for application noncash 02 proceeds of disposition under AS 45.29.610 unless the failure to do so would be 03 commercially unreasonable. A secured party that applies or pays over for application 04 noncash proceeds shall do so in a commercially reasonable manner. 05 (d) If the security interest under which a disposition is made secures payment 06 or performance of an obligation, after making the payments and applications required 07 by (a) of this section and permitted by (c) of this section, 08 (1) unless (a)(4) of this section requires the secured party to apply or 09 pay over cash proceeds to a consignor, the secured party shall account to and pay a 10 debtor for any surplus; and 11 (2) the obligor is liable for any deficiency. 12 (e) If the underlying transaction is a sale of accounts, chattel paper, payment 13 intangibles, or promissory notes, 14 (1) the debtor is not entitled to any surplus; and 15 (2) the obligor is not liable for any deficiency. 16 (f) The surplus or deficiency after a disposition is calculated based on the 17 amount of proceeds that would have been realized in a disposition complying with 18 AS 45.29.601 - 45.29.628 to a transferee other than the secured party, a person related 19 to the secured party, or a secondary obligor if 20 (1) the transferee in the disposition is the secured party, a person 21 related to the secured party, or a secondary obligor; and 22 (2) the amount of proceeds of the disposition is significantly below the 23 range of proceeds that a complying disposition to a person other than the secured 24 party, a person related to the secured party, or a secondary obligor would have 25 brought. 26 (g) A secured party who receives cash proceeds of a disposition in good faith 27 and without knowledge that the receipt violates the rights of the holder of a security 28 interest or other lien that is not subordinate to the security interest or agricultural lien 29 under which the disposition is made 30 (1) takes the cash proceeds free of the security interest or other lien; 31 (2) is not obligated to apply the proceeds of the disposition to the
01 satisfaction of obligations secured by the security interest or other lien; and 02 (3) is not obligated to account to or pay the holder of the security 03 interest or other lien for any surplus. 04 Sec. 45.29.616. Explanation of calculation of surplus or deficiency. (a) In 05 this section, 06 (1) "explanation" means a writing that 07 (A) states the amount of the surplus or deficiency; 08 (B) provides an explanation in accordance with (c) of this 09 section of how the secured party calculated the surplus or deficiency; 10 (C) states, if applicable, that future debits, credits, charges, 11 including additional credit service charges or interest, rebates, and expenses 12 may affect the amount of the surplus or deficiency; and 13 (D) provides a telephone number or mailing address from which 14 additional information concerning the transaction is available; 15 (2) "request" means a record 16 (A) authenticated by a debtor or consumer obligor; 17 (B) requesting that the recipient provide an explanation; and 18 (C) sent after disposition of the collateral under AS 45.29.610. 19 (b) In a consumer goods transaction in which the debtor is entitled to a surplus 20 or a consumer obligor is liable for a deficiency under AS 45.29.615, the secured party 21 shall 22 (1) send an explanation to the debtor or consumer obligor, as 23 applicable, after the disposition and 24 (A) before or when the secured party accounts to the debtor and 25 pays any surplus or first makes written demand on the consumer obligor after 26 the disposition for payment of the deficiency; and 27 (B) within 14 days after receipt of a request; or 28 (2) in the case of a consumer obligor who is liable for a deficiency, 29 within 14 days after receipt of a request, send to the consumer obligor a record 30 waiving the secured party's right to a deficiency. 31 (c) To comply with (a)(1)(B) of this section, a writing must provide the
01 following information in the following order: 02 (1) the aggregate amount of obligations secured by the security interest 03 under which the disposition was made, and, if the amount reflects a rebate of unearned 04 interest or credit service charge, an indication of that fact, calculated as of a specified 05 date 06 (A) if the secured party takes or receives possession of the 07 collateral after default, not more than 35 days before the secured party takes 08 or receives possession; or 09 (B) if the secured party takes or receives possession of the 10 collateral before default or does not take possession of the collateral, not more 11 than 35 days before the disposition; 12 (2) the amount of proceeds of the disposition; 13 (3) the aggregate amount of the obligations after deducting the amount 14 of proceeds; 15 (4) the amount, in the aggregate or by type, and types of expenses, 16 including expenses of retaking, holding, preparing for disposition, processing, and 17 disposing of the collateral, and attorney fees secured by the collateral that are known 18 to the secured party and relate to the current disposition; 19 (5) the amount, in the aggregate or by type, and types of credits, 20 including rebates of interest or credit service charges, to which the obligor is known 21 to be entitled and that are not reflected in the amount in (1) of this subsection; and 22 (6) the amount of the surplus or deficiency. 23 (d) A particular phrasing of the explanation is not required. An explanation 24 complying substantially with the requirements of (a) of this section is sufficient even 25 if it includes minor errors that are not seriously misleading. 26 (e) A debtor or consumer obligor is entitled without charge to one response 27 to a request under this section during any six-month period in which the secured party 28 did not send to the debtor or consumer obligor an explanation under (b)(1) of this 29 section. The secured party may require payment of a charge not exceeding $25 for 30 each additional response. 31 Sec. 45.29.617. Rights of transferee of collateral. (a) A secured party's
01 disposition of collateral after default 02 (1) transfers to a transferee for value all of the debtor's rights in the 03 collateral; 04 (2) discharges the security interest under which the disposition is made; 05 and 06 (3) discharges any subordinate security interest or other subordinate 07 lien. 08 (b) A transferee who acts in good faith takes free of the rights and interests 09 described in (a) of this section even if the secured party fails to comply with this 10 chapter or the requirements of a judicial proceeding. 11 (c) If a transferee does not take free of the rights and interests described in (a) 12 of this section, the transferee takes the collateral subject to 13 (1) the debtor's rights in the collateral; 14 (2) the security interest or agricultural lien under which the disposition 15 is made; and 16 (3) any other security interest or other lien. 17 Sec. 45.29.618. Rights and duties of certain secondary obligors. (a) A 18 secondary obligor acquires the rights and becomes obligated to perform the duties of 19 the secured party after the secondary obligor 20 (1) receives an assignment of a secured obligation from the secured 21 party; 22 (2) receives a transfer of collateral from the secured party and agrees 23 to accept the rights and assume the duties of the secured party; or 24 (3) is subrogated to the rights of a secured party with respect to 25 collateral. 26 (b) An assignment, transfer, or subrogation described in (a) of this section 27 (1) is not a disposition of collateral under AS 45.29.610; and 28 (2) relieves the secured party of further duties under this chapter. 29 Sec. 45.29.619. Transfer of record or legal title. (a) In this section, 30 "transfer statement" means a record authenticated by a secured party stating 31 (1) that the debtor has defaulted in connection with an obligation
01 secured by specified collateral; 02 (2) that the secured party has exercised its post-default remedies with 03 respect to the collateral; 04 (3) that, by reason of the exercise, a transferee has acquired the rights 05 of the debtor in the collateral; and 06 (4) the name and mailing address of the secured party, debtor, and 07 transferee. 08 (b) A transfer statement entitles the transferee to the transfer of record of all 09 rights of the debtor in the collateral specified in the statement in an official filing, 10 recording, registration, or certificate-of-title system covering the collateral. If a 11 transfer statement is presented with the applicable fee and request form to the official 12 or office responsible for maintaining the system, the official or office shall 13 (1) accept the transfer statement; 14 (2) promptly amend its records to reflect the transfer; and 15 (3) if applicable, issue a new appropriate certificate of title in the name 16 of the transferee. 17 (c) A transfer of the record or legal title to collateral to a secured party under 18 (b) of this section or otherwise is not of itself a disposition of collateral under this 19 chapter and does not of itself relieve the secured party of its duties under this chapter. 20 Sec. 45.29.620. Acceptance of collateral in full or partial satisfaction of 21 obligation; compulsory disposition of collateral. (a) Except as otherwise provided 22 in (g) of this section, a secured party may accept collateral in full or partial satisfaction 23 of the obligation it secures only if 24 (1) the debtor consents to the acceptance under (c) of this section; 25 (2) the secured party does not receive, within the time set out in (d) of 26 this section, a notification of objection to the proposal authenticated by 27 (A) a person to which the secured party was required to send 28 a proposal under AS 45.29.621; or 29 (B) any other person, other than the debtor, holding an interest 30 in the collateral subordinate to the security interest that is the subject of the 31 proposal;
01 (3) if the collateral is consumer goods, the collateral is not in the 02 possession of the debtor when the debtor consents to the acceptance; and 03 (4) the provisions of (e) of this section do not require the secured party 04 to dispose of the collateral or the debtor waives the requirement under AS 45.29.624. 05 (b) A purported or apparent acceptance of collateral under this section is 06 ineffective unless 07 (1) the secured party consents to the acceptance in an authenticated 08 record or sends a proposal to the debtor; and 09 (2) the conditions of (a) of this section are met. 10 (c) For purposes of this section, a debtor consents to an acceptance of 11 collateral 12 (1) in partial satisfaction of the obligation it secures only if the debtor 13 agrees to the terms of the acceptance in a record authenticated after default; and 14 (2) in full satisfaction of the obligation it secures only if the debtor 15 agrees to the terms of the acceptance in a record authenticated after default or the 16 secured party 17 (A) sends to the debtor after default a proposal that is 18 unconditional or subject only to a condition that collateral not in the possession 19 of the secured party be preserved or maintained; 20 (B) in the proposal, proposes to accept collateral in full 21 satisfaction of the obligation it secures; and 22 (C) does not receive a notification of objection authenticated by 23 the debtor within 20 days after the proposal is sent. 24 (d) To be effective under (a)(2) of this section, a notification of objection must 25 be received by the secured party 26 (1) in the case of a person to which the proposal was sent under 27 AS 45.29.621, within 20 days after notification was sent to that person; and 28 (2) in other cases, 29 (A) within 20 days after the last notification was sent under 30 AS 45.29.621; or 31 (B) if a notification was not sent, before the debtor consents to
01 the acceptance under (c) of this section. 02 (e) A secured party that has taken possession of collateral shall dispose of the 03 collateral under AS 45.29.610 within the time specified in (f) of this section if 04 (1) 60 percent of the cash price has been paid in the case of a purchase 05 money security interest in consumer goods; or 06 (2) 60 percent of the principal amount of the obligation secured has 07 been paid in the case of a nonpurchase money security interest in consumer goods. 08 (f) To comply with (e) of this section, the secured party shall dispose of the 09 collateral within 10 (1) 90 days after taking possession; or 11 (2) any longer period to which the debtor and all secondary obligors 12 have agreed in an agreement to that effect entered into and authenticated after default. 13 (g) In a consumer transaction, a secured party may not accept collateral in 14 partial satisfaction of the obligation it secures. 15 Sec. 45.29.621. Notification of proposal to accept collateral. (a) A secured 16 party who desires to accept collateral in full or partial satisfaction of the obligation it 17 secures shall send its proposal to 18 (1) any person from which the secured party has received, before the 19 debtor consented to the acceptance, an authenticated notification of a claim of an 20 interest in the collateral; 21 (2) any other secured party or lienholder who, 10 days before the 22 debtor consented to the acceptance, held a security interest in or other lien on the 23 collateral perfected by the filing of a financing statement that 24 (A) identified the collateral; 25 (B) was indexed under the debtor's name as of that date; and 26 (C) was filed in the office or offices in which to file a financing 27 statement against the debtor covering the collateral as of that date; and 28 (3) any other secured party who, 10 days before the debtor consented 29 to the acceptance, held a security interest in the collateral perfected by compliance 30 with a statute, regulation, or treaty described in AS 45.29.311(a). 31 (b) A secured party who desires to accept collateral in partial satisfaction of
01 the obligation it secures shall send its proposal to any secondary obligor in addition 02 to the persons described in (a) of this section. 03 Sec. 45.29.622. Effect of acceptance of collateral. (a) A secured party's 04 acceptance of collateral in full or partial satisfaction of the obligation it secures 05 (1) discharges the obligation to the extent consented to by the debtor; 06 (2) transfers to the secured party all of a debtor's rights in the 07 collateral; 08 (3) discharges the security interest or agricultural lien that is the subject 09 of the debtor's consent and any subordinate security interest or other subordinate lien; 10 and 11 (4) terminates any other subordinate interest. 12 (b) A subordinate interest is discharged or terminated under (a) of this section, 13 even if the secured party fails to comply with this chapter. 14 Sec. 45.29.623. Right to redeem collateral. (a) A debtor, a secondary 15 obligor, or other secured party or lienholder may redeem collateral. 16 (b) To redeem collateral, a person shall tender 17 (1) fulfillment of all obligations secured by the collateral; and 18 (2) the reasonable expenses and attorney fees described in 19 AS 45.29.615(a)(1). 20 (c) A redemption may occur at any time before a secured party has 21 (1) collected collateral under AS 45.29.607; 22 (2) disposed of collateral or entered into a contract for its disposition 23 under AS 45.29.610; or 24 (3) accepted collateral in full or partial satisfaction of the obligation it 25 secures under AS 45.29.622. 26 Sec. 45.29.624. Waiver. (a) A debtor or secondary obligor may waive the 27 right to notification of disposition of collateral under AS 45.29.611 only by an 28 agreement to that effect entered into and authenticated after default. 29 (b) A debtor may waive the right to require disposition of collateral under 30 AS 45.29.620(e) only by an agreement to that effect entered into and authenticated 31 after default.
01 (c) Except in a consumer goods transaction, a debtor or secondary obligor may 02 waive the right to redeem collateral under AS 45.29.623 only by an agreement to that 03 effect entered into and authenticated after default. 04 Sec. 45.29.625. Remedies for secured party's failure to comply with 05 chapter. (a) If it is established that a secured party is not proceeding in accordance 06 with this chapter, a court may order or restrain collection, enforcement, or disposition 07 of collateral on appropriate terms and conditions. 08 (b) Subject to (c), (d), and (f) of this section, a person is liable for damages 09 in the amount of any loss caused by a failure to comply with this chapter. Loss 10 caused by a failure to comply may include loss resulting from the debtor's inability to 11 obtain, or increased costs of, alternative financing. 12 (c) Except as otherwise provided in AS 45.29.628, 13 (1) a person who, at the time of the failure, was a debtor or an obligor 14 or held a security interest in or other lien on the collateral may recover damages under 15 (b) of this section for its loss; and 16 (2) if the collateral is consumer goods, a person who was a debtor or 17 secondary obligor at the time a secured party failed to comply with AS 45.29.601 - 18 45.29.628 may recover for that failure in any event an amount not less than the credit 19 service charge plus 10 percent of the principal amount of the obligation or the time- 20 price differential plus 10 percent of the cash price. 21 (d) A debtor whose deficiency is eliminated under AS 45.29.626 may recover 22 damages for the loss of any surplus. However, a debtor or secondary obligor whose 23 deficiency is eliminated or reduced under AS 45.29.626 may not otherwise recover 24 under (b) of this section for noncompliance with the provisions of AS 45.29.601 - 25 45.29.628 relating to collection, enforcement, disposition, or acceptance. 26 (e) In addition to damages recoverable under (b) of this section, the debtor, 27 consumer obligor, or person named as a debtor in a filed record, as applicable, may 28 recover $500 in each case from a person that 29 (1) fails to comply with AS 45.29.208; 30 (2) fails to comply with AS 45.29.209; 31 (3) files a record that the person is not entitled to file under
01 AS 45.29.509(a); 02 (4) fails to cause the secured party of record to file or send a 03 termination statement as required by AS 45.29.513(a) or (c); 04 (5) fails to comply with AS 45.29.616(b)(1) and whose failure is part 05 of a pattern, or consistent with a practice, of noncompliance; or 06 (6) fails to comply with AS 45.29.616(b)(2). 07 (f) A debtor or consumer obligor may recover damages under (b) of this 08 section and, in addition, $500 in each case from a person who, without reasonable 09 cause, fails to comply with a request under AS 45.29.210. A recipient of a request 10 under AS 45.29.210 who never claimed an interest in the collateral or obligations that 11 are the subject of a request under that section has a reasonable excuse for failure to 12 comply with the request within the meaning of this subsection. 13 (g) If a secured party fails to comply with a request regarding a list of 14 collateral or a statement of account under AS 45.29.210, the secured party may claim 15 a security interest only as shown on the list or statement included in the request as 16 against a person who is reasonably misled by the failure. 17 Sec. 45.29.626. Action in which deficiency or surplus is in issue. (a) In an 18 action arising from a transaction, other than a consumer transaction, in which the 19 amount of a deficiency or surplus is in issue, the following rules apply: 20 (1) a secured party need not prove compliance with the provisions of 21 AS 45.29.601 - 45.29.628 relating to collection, enforcement, disposition, or acceptance 22 unless the debtor or secondary obligor places the secured party's compliance in issue; 23 (2) if the secured party's compliance is placed in issue, the secured 24 party has the burden of establishing that the collection, enforcement, disposition, or 25 acceptance was conducted in compliance with the provisions of AS 45.29.601 - 26 45.29.628; 27 (3) except as otherwise provided in AS 45.29.628, if a secured party 28 fails to prove that the collection, enforcement, disposition, or acceptance was 29 conducted in compliance with the provisions of AS 45.29.601 - 45.29.628 relating to 30 collection, enforcement, disposition, or acceptance, the liability of a debtor or 31 secondary obligor for a deficiency is limited to an amount by which the sum of the
01 secured obligation, expenses, and attorney fees exceeds the greater of 02 (A) the proceeds of the collection, enforcement, disposition, or 03 acceptance; or 04 (B) the amount of proceeds that would have been realized had 05 the noncomplying secured party proceeded in compliance with the provisions 06 of AS 45.29.601 - 45.29.628 relating to collection, enforcement, disposition, or 07 acceptance; 08 (4) for purposes of (3)(B) of this subsection, the amount of proceeds 09 that would have been realized is equal to the sum of the secured obligation, expenses, 10 and attorney fees unless the secured party proves that the amount is less than that sum; 11 (5) if a deficiency or surplus is calculated under AS 45.29.615(f), the 12 debtor or obligor has the burden of establishing that the amount of proceeds of the 13 disposition is significantly below the range of prices that a complying disposition to 14 a person other than the secured party, a person related to the secured party, or a 15 secondary obligor would have brought. 16 (b) The limitation of the rules in (a) of this section to transactions other than 17 consumer transactions is intended to leave to the court the determination of the proper 18 rules in consumer transactions. The court may not infer from that limitation the nature 19 of the proper rule in consumer transactions and may continue to apply established 20 approaches. 21 Sec. 45.29.627. Determination of whether conduct was commercially 22 reasonable. (a) The fact that a greater amount could have been obtained by a 23 collection, enforcement, disposition, or acceptance at a different time or in a different 24 method from that selected by the secured party is not of itself sufficient to preclude 25 the secured party from establishing that the collection, enforcement, disposition, or 26 acceptance was made in a commercially reasonable manner. 27 (b) A disposition of collateral is made in a commercially reasonable manner 28 if the disposition is made 29 (1) in the usual manner on any recognized market; 30 (2) at the price current in any recognized market at the time of the 31 disposition; or
01 (3) otherwise in conformity with reasonable commercial practices 02 among dealers in the type of property that was the subject of the disposition. 03 (c) A collection, enforcement, disposition, or acceptance is commercially 04 reasonable if it has been approved 05 (1) in a judicial proceeding; 06 (2) by a bona fide creditors' committee; 07 (3) by a representative of creditors; or 08 (4) by an assignee for the benefit of creditors. 09 (d) Approval under (c) of this section need not be obtained, and lack of 10 approval does not mean that the collection, enforcement, disposition, or acceptance is 11 not commercially reasonable. 12 Sec. 45.29.628. Nonliability and limitation on liability of secured party; 13 liability of secondary obligor. (a) Unless a secured party knows that a person is a 14 debtor or obligor, knows the identity of the person, and knows how to communicate 15 with the person, 16 (1) the secured party is not liable to the person, or to a secured party 17 or lienholder that has filed a financing statement against the person, for failure to 18 comply with this chapter; and 19 (2) the secured party's failure to comply with this chapter does not 20 affect the liability of the person for a deficiency. 21 (b) A secured party is not liable because of its status as secured party 22 (1) to a person who is a debtor or obligor unless the secured party 23 knows 24 (A) that the person is a debtor or obligor; 25 (B) the identity of the person; and 26 (C) how to communicate with the person; or 27 (2) to a secured party or lienholder that has filed a financing statement 28 against a person unless the secured party knows 29 (A) that the person is a debtor; and 30 (B) the identity of the person. 31 (c) A secured party is not liable to a person, and a person's liability for a
01 deficiency is not affected, because of an act or omission arising out of the secured 02 party's reasonable belief that a transaction is not a consumer goods transaction or a 03 consumer transaction or that goods are not consumer goods if the secured party's belief 04 is based on its reasonable reliance on 05 (1) a debtor's representation concerning the purpose for which collateral 06 was to be used, acquired, or held; or 07 (2) an obligor's representation concerning the purpose for which a 08 secured obligation was incurred. 09 (d) A secured party is not liable to a person under AS 45.29.625(c)(2) for its 10 failure to comply with AS 45.29.616. 11 (e) A secured party is not liable under AS 45.29.625(c)(2) more than once with 12 respect to any one secured obligation. 13 Article 7. Transitional Provisions. 14 Sec. 45.29.702. Savings clause. (a) Except as otherwise provided in 15 AS 45.29.702 - 45.29.709, this chapter applies to a transaction or lien within the scope 16 of this chapter, even if the transaction or lien was entered into or created before July 1, 17 2001. 18 (b) Except as otherwise provided in (c) of this section and AS 45.29.703 - 19 45.29.709, 20 (1) transactions and liens that were not governed by former AS 45.09, 21 were validly entered into or created before July 1, 2001, and would be subject to this 22 chapter if they had been entered into or created on or after July 1, 2001, and the rights, 23 duties, and interests flowing from those transactions and liens remain valid on and 24 after July 1, 2001; and 25 (2) the transactions and liens may be terminated, completed, 26 consummated, and enforced as required or permitted under this chapter or by the law 27 that otherwise would apply if this chapter had not taken effect. 28 Sec. 45.29.703. Security interest perfected before effective date. (a) A 29 security interest that is enforceable June 30, 2001, and would have priority over the 30 rights of a person who becomes a lien creditor June 30, 2001, is a perfected security 31 interest under this chapter if, on July 1, 2001, the applicable requirements for
01 enforceability and perfection under this chapter are satisfied without further action. 02 (b) Except as otherwise provided in AS 45.29.705, if, on June 30, 2001, a 03 security interest is enforceable and would have priority over the rights of a person who 04 becomes a lien creditor June 30, 2001, but the applicable requirements for 05 enforceability or perfection under this chapter are not satisfied on July 1, 2001, the 06 security interest 07 (1) is a perfected security interest until July 1, 2002; 08 (2) remains enforceable on and after July 1, 2002, only if the security 09 interest becomes enforceable under AS 45.29.203 before July 1, 2002; and 10 (3) remains perfected on and after July 1, 2002, only if the applicable 11 requirements for perfection under this chapter are satisfied before July 1, 2002. 12 Sec. 45.29.704. Security interest unperfected before effective date. A 13 security interest that is enforceable June 30, 2001, but that would be subordinate to the 14 rights of a person who becomes a lien creditor June 30, 2001, 15 (1) remains an enforceable security interest until July 1, 2002; 16 (2) remains enforceable on and after July 1, 2002, if the security 17 interest becomes enforceable under AS 45.29.203 on July 1, 2001, or before July 1, 18 2002; and 19 (3) becomes perfected 20 (A) without further action on July 1, 2001, if the applicable 21 requirements for perfection under this chapter are satisfied before July 1, 2001; 22 or 23 (B) when the applicable requirements for perfection are satisfied 24 if the requirements are satisfied on or after July 1, 2001. 25 Sec. 45.29.705. Effectiveness of action taken before effective date. (a) If 26 action, other than the filing of a financing statement, is taken before July 1, 2001, and 27 the action would have resulted in priority of a security interest over the rights of a 28 person who becomes a lien creditor had the security interest become enforceable before 29 July 1, 2001, the action is effective to perfect a security interest that attaches under this 30 chapter before July 1, 2002. An attached security interest becomes unperfected on 31 July 1, 2002, unless the security interest becomes a perfected security interest under
01 this chapter before July 1, 2002. 02 (b) The filing of a financing statement before July 1, 2001, is effective to 03 perfect a security interest to the extent the filing would satisfy the applicable 04 requirements for perfection under this chapter. 05 (c) This chapter does not render ineffective an effective financing statement 06 that, before July 1, 2001, is filed and satisfies the applicable requirements for 07 perfection under the law of the jurisdiction governing perfection as provided in former 08 AS 45.09.103. However, except as otherwise provided in (d) and (e) of this section 09 and AS 45.29.706, the financing statement ceases to be effective at the earlier of 10 (1) the time the financing statement would have ceased to be effective 11 under the law of the jurisdiction in which it is filed; or 12 (2) June 30, 2006. 13 (d) The filing of a continuation statement on or after July 1, 2001, does not 14 continue the effectiveness of the financing statement filed before July 1, 2001. 15 However, upon the timely filing of a continuation statement on or after July 1, 2001, 16 and in accordance with the law of the jurisdiction governing perfection as provided in 17 AS 45.29.301 - 45.29.342, the effectiveness of a financing statement filed in the same 18 office in that jurisdiction before July 1, 2001, continues for the period provided by the 19 law of that jurisdiction. 20 (e) The provisions of (c)(2) of this section apply to a financing statement that, 21 before July 1, 2001, is filed against a transmitting utility and satisfies the applicable 22 requirements for perfection under the law of the jurisdiction governing perfection as 23 provided in former AS 45.09.103 only to the extent that AS 45.29.301 - 45.29.342 24 provides that the law of a jurisdiction other than the jurisdiction in which the financing 25 statement is filed governs perfection of a security interest in collateral covered by the 26 financing statement. 27 (f) A financing statement that includes a financing statement filed before 28 July 1, 2001, and a continuation statement filed on or after July 1, 2001, is effective 29 only to the extent that it satisfies the requirements of AS 45.29.501 - 45.29.525 for an 30 initial financing statement. 31 Sec. 45.29.706. When initial financing statement suffices to continue
01 effectiveness of continuation statement. (a) The filing of an initial financing 02 statement in the office specified in AS 45.29.501 continues the effectiveness of a 03 financing statement filed before July 1, 2001, if 04 (1) the filing of an initial financing statement in that office would be 05 effective to perfect a security interest under this chapter; 06 (2) the pre-effective date financing statement was filed in an office in 07 another state or another office in this state; and 08 (3) the initial financing statement satisfies (b) of this section. 09 (b) The filing of an initial financing statement under (a) of this section 10 continues the effectiveness of the pre-effective date financing statement if the initial 11 financing statement is filed 12 (1) before July 1, 2001, for the period provided in former AS 45.09.403 13 with respect to a financing statement; and 14 (2) on or after July 1, 2001, for the period provided in AS 45.29.515 15 with respect to an initial financing statement. 16 (c) To be effective for purposes of (a) of this section, an initial financing 17 statement must 18 (1) satisfy the requirements of AS 45.29.501 - 45.29.524 for an initial 19 financing statement; 20 (2) identify the pre-effective date financing statement by indicating the 21 office in which the financing statement was filed and providing the dates of filing and 22 file numbers, if any, of the financing statement and of the most recent continuation 23 statement filed with respect to the financing statement; and 24 (3) indicate that the pre-effective date financing statement remains 25 effective. 26 Sec. 45.29.707. Amendment of pre-effective date financing statement. (a) 27 On or after July 1, 2001, a person may add or delete collateral covered by, continue 28 or terminate the effectiveness of, or otherwise amend the information provided in, a 29 pre-effective date financing statement only in accordance with the law of the 30 jurisdiction governing perfection as provided in AS 45.29.301 - 45.29.342. However, 31 the effectiveness of a pre-effective date financing statement also may be terminated in
01 accordance with the law of the jurisdiction in which the financing statement is filed. 02 (b) Except as otherwise provided in (c) of this section, if the law of this state 03 governs perfection of a security interest, the information in a pre-effective date 04 financing statement may be amended on or after July 1, 2001, only if 05 (1) the pre-effective date financing statement and an amendment are 06 filed in the office specified in AS 45.29.501; 07 (2) an amendment is filed in the office specified in AS 45.29.501 08 concurrently with, or after the filing in that office of, an initial financing statement that 09 satisfies AS 45.29.706(c); or 10 (3) an initial financing statement that provides the information as 11 amended and satisfies AS 45.29.706(c) is filed in the office specified in AS 45.29.501. 12 (c) If the law of this state governs perfection of a security interest, the 13 effectiveness of a pre-effective date financing statement may be continued only under 14 AS 45.29.705(d) and (f) or 45.29.706. 15 (d) Whether or not the law of this state governs perfection of a security 16 interest, the effectiveness of a pre-effective date financing statement filed in this state 17 may be terminated on or after July 1, 2001, by filing a termination statement in the 18 office in which the pre-effective date financing statement is filed, unless an initial 19 financing statement that satisfies AS 45.29.706(c) has been filed in the office specified 20 by the law of the jurisdiction governing perfection as provided in AS 45.29.301 - 21 45.29.342 as the office in which to file a financing statement. 22 (e) In this section, "pre-effective date financing statement" means a financing 23 statement filed before July 1, 2001. 24 Sec. 45.29.708. Persons entitled to file initial financing statement or 25 continuation statement. A person may file an initial financing statement or a 26 continuation statement under AS 45.29.702 - 45.29.709 if 27 (1) the secured party of record authorizes the filing; and 28 (2) the filing is necessary under AS 45.29.702 - 45.29.709 to 29 (A) continue the effectiveness of a financing statement filed 30 before July 1, 2001; or 31 (B) perfect or continue the perfection of a security interest.
01 Sec. 45.29.709. Priority. (a) This chapter determines the priority of 02 conflicting claims to collateral. However, if the relative priorities of the claims were 03 established before July 1, 2001, former AS 45.09 determines priority. 04 (b) For purposes of AS 45.29.322(a), the priority of a security interest that 05 becomes enforceable under AS 45.29.203 dates from July 1, 2001, if the security 06 interest is perfected under this chapter by the filing of a financing statement before 07 July 1, 2001, that would not have been effective to perfect the security interest under 08 former AS 45.09. This subsection does not apply to conflicting security interests each 09 of which is perfected by the filing of such a financing statement. 10 * Sec. 2. AS 44.37.027 is amended by adding new subsections to read: 11 (d) To keep the filing office regulations and practices of the filing office in 12 harmony with the regulations and practices of filing offices in other jurisdictions that 13 enact laws that are substantially similar to AS 45.29.501 - 45.29.525, and to keep the 14 technology used by the filing office compatible with the technology used by filing 15 offices in those other jurisdictions, the Department of Natural Resources, so far as is 16 consistent with the purposes, policies, and provisions of this chapter, in adopting, 17 amending, and repealing filing office regulations, shall 18 (1) consult with filing offices in other jurisdictions that enact laws that 19 are substantially similar to AS 45.29.501 - 45.29.525; and 20 (2) consult the most recent version of the Model Rules promulgated by 21 the International Association of Corporate Administrators or any successor 22 organization; and 23 (3) take into consideration the regulations and practices of, and the 24 technology used by, filing offices in other jurisdictions that enact laws that are 25 substantially similar to AS 45.29.501 - 45.29.525. 26 (e) The Department of Natural Resources shall report annually on or before 27 January 15 to the governor on the operation of the filing office described in 28 AS 45.29.501(a)(2). The report must contain a statement of the extent to which the 29 filing office regulations are not in harmony with 30 (1) the regulations of filing offices in other jurisdictions that enact laws 31 that are substantially similar to AS 45.29.501 - 45.29.525 and the reasons for these
01 variations; and 02 (2) the most recent version of the Model Rules promulgated by the 03 International Association of Corporate Administrators, or any successor organization, 04 and the reasons for these variations. 05 * Sec. 3. AS 45.01.105(b) is amended to read: 06 (b) Where one of the following provisions of the code specifies the applicable 07 law, that provision governs and a contrary agreement is effective only to the extent 08 permitted by the law, including the conflict of laws rules, so specified: 09 (1) AS 45.02.402 (rights of creditors against sold goods); 10 (2) AS 45.04.102 (applicability of the chapter on bank deposits and 11 collections); 12 (3) AS 45.05.116 (applicability of the chapter on letters of credit); 13 (4) AS 45.08.110 (applicability of the chapter on investment securities); 14 (5) [AS 45.09.103 (PERFECTION PROVISIONS OF THE CHAPTER 15 ON SECURED TRANSACTIONS); 16 (6)] AS 45.12.105 and 45.12.106 (applicability of the chapter on 17 leases); 18 (6) [(7)] AS 45.14 (funds transfers) ; and 19 (7) AS 45.29.301 - 45.29.307 (law governing the effect of perfection 20 or nonperfection and the priority of security interests and agricultural liens) . 21 * Sec. 4. AS 45.01.201(9) is repealed and reenacted to read: 22 (9) "buyer in ordinary course of business" means a person who buys 23 goods in good faith, without knowledge that the sale violates the rights of another 24 person in the goods, and in the ordinary course from a person, other than a 25 pawnbroker, in the business of selling goods of that kind; a person buys goods in the 26 ordinary course if the sale to the person comports with the usual or customary 27 practices in the kind of business in which the seller is engaged or with the seller's own 28 usual or customary practices; a person who sells oil, gas, or other minerals at the 29 wellhead or minehead is a person in the business of selling goods of that kind; a buyer 30 in ordinary course of business may buy for cash, by exchange of other property, or on 31 secured or unsecured credit, and may acquire goods or documents of title under a
01 preexisting contract for sale; only a buyer that takes possession of the goods or has a 02 right to recover the goods from the seller under AS 45.02 may be a buyer in ordinary 03 course of business; a person who acquires goods in a transfer in bulk or as security for 04 or in total or partial satisfaction of a money debt is not a buyer in ordinary course of 05 business; 06 * Sec. 5. AS 45.01.201(33) is amended to read: 07 (33) "purchase" includes taking by sale, discount, negotiation, 08 mortgage, pledge, lien, security interest, issue or re-issue, gift, or any other voluntary 09 transaction creating an interest in property; 10 * Sec. 6. AS 45.01.201(38) is amended to read: 11 (38) "security interest" means an interest in personal property or 12 fixtures that secures payment or performance of an obligation; [THE RETENTION OR 13 RESERVATION OF TITLE BY A SELLER OF GOODS NOTWITHSTANDING 14 SHIPMENT OR DELIVERY TO THE BUYER (AS 45.02.401) IS LIMITED IN 15 EFFECT TO A RESERVATION OF A "SECURITY INTEREST";] the term also 16 includes an interest of a consignor and a buyer of accounts , [OR] chattel paper , a 17 payment intangible, or a promissory note in a transaction that is subject to 18 AS 45.29 [AS 45.09]; the special property interest of a buyer of goods on 19 identification of the goods to a contract for sale under AS 45.02.401 is not a "security 20 interest," but a buyer may also acquire a "security interest" by complying with 21 AS 45.29 [AS 45.09]; except as otherwise provided in AS 45.02.505, the right of 22 a seller or lessor of goods under AS 45.02 or AS 45.12 to retain or acquire 23 possession of the goods is not a "security interest," but a seller or lessor may also 24 acquire a "security interest" by complying with AS 45.29; the retention or 25 reservation of title by a seller of goods notwithstanding shipment or delivery to 26 the buyer (AS 45.02.401) is limited in effect to a reservation of a "security 27 interest" [UNLESS A CONSIGNMENT IS INTENDED AS SECURITY, 28 RESERVATION OF TITLE UNDER THE CONSIGNMENT IS NOT A "SECURITY 29 INTEREST," BUT A CONSIGNMENT IS IN ANY EVENT SUBJECT TO THE 30 PROVISIONS ON CONSIGNMENT SALES (AS 45.02.326)]; whether a transaction 31 creates a lease or security interest is determined by the facts of each case; however,
01 (A) a transaction creates a security interest if the consideration 02 the lessee is to pay the lessor for the right to possession and use of the goods 03 is an obligation for the term of the lease not subject to termination by the 04 lessee; and 05 (i) the original term of the lease is equal to or greater 06 than the remaining economic life of the goods; 07 (ii) the lessee is bound to renew the lease for the 08 remaining economic life of the goods or is bound to become the owner 09 of the goods; 10 (iii) the lessee has an option to renew the lease for the 11 remaining economic life of the goods for no additional consideration or 12 nominal additional consideration upon compliance with the lease 13 agreement; or 14 (iv) the lessee has an option to become the owner of the 15 goods for no additional consideration or nominal additional 16 consideration upon compliance with the lease agreement; 17 (B) a transaction does not create a security interest merely 18 because it provides that 19 (i) the present value of the consideration the lessee is 20 obligated to pay the lessor for the right to possession and use of the 21 goods is substantially equal to or is greater than the fair market value 22 of the goods at the time the lease is entered into; 23 (ii) the lessee assumes risk of loss of the goods, or 24 agrees to pay taxes, insurance, filing, recording, or registration fees, or 25 service or maintenance costs with respect to the goods; 26 (iii) the lessee has an option to renew the lease or to 27 become the owner of the goods; 28 (iv) the lessee has an option to renew the lease for a 29 fixed rent that is equal to or greater than the reasonably predictable fair 30 market rent for the use of the goods for the term of the renewal at the 31 time the option is to be performed; or
01 (v) the lessee has an option to become the owner of the 02 goods for a fixed price that is equal to or greater than the reasonably 03 predictable fair market value of the goods at the time the option is to 04 be performed; 05 (C) in this paragraph, additional consideration is nominal if it 06 is less than the lessee's reasonably predictable cost of performing under the 07 lease agreement if the option is not exercised; additional consideration is not 08 nominal if 09 (i) when the option to renew the lease is granted to the 10 lessee , the rent is stated to be the fair market rent for the use of the 11 goods for the term of the renewal determined at the time the option is 12 to be performed; or 13 (ii) when the option to become the owner of the goods 14 is granted to the lessee , the price is stated to be the fair market value 15 of the goods determined at the time the option is to be performed; 16 (D) in this paragraph, 17 (i) "present value" means the amount as of a date certain 18 of one or more sums payable in the future, discounted to the date 19 certain; the discount is determined by the interest rate specified by the 20 parties if the rate is not manifestly unreasonable at the time the 21 transaction is entered into; otherwise, the discount is determined by a 22 commercially reasonable rate that takes into account the facts and 23 circumstances of each case at the time the transaction was entered into; 24 and 25 (ii) "reasonably predictable" and "remaining economic 26 life of the goods" are to be determined with reference to the facts and 27 circumstances at the time the transaction is entered into; 28 * Sec. 7. AS 45.02.103(c) is amended to read: 29 (c) The following definitions in other chapters apply to this chapter: 30 (1) "check" (AS 45.03.104); 31 (2) "consignee" (AS 45.07.102);
01 (3) "consignor" (AS 45.07.102); 02 (4) "consumer goods" ( AS 45.29.102 [AS 45.09.109]); 03 (5) "dishonor" (AS 45.03.502); 04 (6) "draft" (AS 45.03.104). 05 * Sec. 8. AS 45.02.210 is repealed and reenacted to read: 06 Sec. 45.02.210. Delegation of performance; assignment of rights. (a) A 07 party may perform the party's duty through a delegate unless otherwise agreed or 08 unless the other party has a substantial interest in having the original promisor perform 09 or control the acts required by the contract. No delegation of performance relieves the 10 party delegating of a duty to perform or a liability for breach. 11 (b) Unless otherwise agreed, all rights of either seller or buyer can be assigned 12 except where the assignment would materially change the duty of the other party, 13 increase materially the burden or risk imposed on the other party by the contract, or 14 impair materially the chance of obtaining return performance. A right to damages for 15 breach of the whole contract or a right arising out of the assignor's due performance 16 of the entire obligation can be assigned despite agreement otherwise. 17 (c) The creation, attachment, perfection, or enforcement of a security interest 18 in the seller's interest under a contract is not a transfer that materially changes the duty 19 of or increases materially the burden or risk imposed on the buyer or impairs 20 materially the buyer's chance of obtaining return performance within the purview of 21 (b) of this section unless, and then only to the extent that, enforcement actually results 22 in a delegation of material performance of the seller; even in that event, the creation, 23 attachment, perfection, and enforcement of the security interest remain effective, but 24 (1) the seller is liable to the buyer for damages caused by the 25 delegation to the extent that the damages could not reasonably be prevented by the 26 buyer; and 27 (2) a court having jurisdiction may grant other appropriate relief, 28 including cancellation of the contract for sale or an injunction against enforcement of 29 the security interest or consummation of the enforcement. 30 (d) Unless the circumstances indicate the contrary, a prohibition of assignment 31 of "the contract" is to be construed as barring only the delegation to the assignee of
01 the assignor's performance. 02 (e) An assignment of "the contract" or "all my rights under the contract" or an 03 assignment in similar general terms is an assignment of rights and, unless the language 04 or the circumstances (as in an assignment for security) indicate the contrary, it is a 05 delegation of performance of the duties of the assignor and its acceptance by the 06 assignee constitutes a promise by the assignee to perform those duties. This promise 07 is enforceable by either the assignor or the other party to the original contract. 08 (f) The other party may treat an assignment which delegates performance as 09 creating reasonable grounds for insecurity and may, without prejudice to the party's 10 rights against the assignor, demand assurances from the assignee (AS 45.02.609). 11 * Sec. 9. AS 45.02.326 is repealed and reenacted to read: 12 Sec. 45.02.326. Sale on approval and sale or return; rights of creditors. 13 (a) Unless otherwise agreed, if delivered goods may be returned by the buyer even 14 though they conform to the contract, the transaction is 15 (1) a "sale on approval" if the goods are delivered primarily for use; 16 and 17 (2) a "sale or return" if the goods are delivered primarily for resale. 18 (b) Goods held on approval are not subject to the claims of the buyer's 19 creditors until acceptance; goods held on sale or return are subject to such claims while 20 in the buyer's possession. 21 (c) An "or return" term of a contract for sale is to be treated as a separate 22 contract for sale within the statute of frauds section (AS 45.02.201), and as 23 contradicting the sale aspect of the contract within the provisions on parol or extrinsic 24 evidence (AS 45.02.202). 25 (d) Whenever an artist delivers or causes to be delivered a work of fine art of 26 the artist's creation to an art dealer for the purpose of sale, or exhibition and sale to 27 the public on a commission or fee or other basis of compensation, the work of fine art 28 is not subject to the claims of the art dealer's creditors. For the purposes of this 29 subsection, 30 (1) "art dealer" means a person other than a public auctioneer engaged 31 in the business of selling works of fine art;
01 (2) "artist" means the creator of a work of fine art; 02 (3) "fine art" includes a painting, sculpture, drawing, photograph, or 03 work of graphic art. 04 * Sec. 10. AS 45.02.502 is repealed and reenacted to read: 05 Sec. 45.02.502. Buyer's right to goods on seller's repudiation, failure to 06 deliver, or insolvency. (a) Subject to (b) and (c) of this section and even though the 07 goods have not been shipped, a buyer who has paid a part or all of the price of goods 08 in which the buyer has a special property under the provisions of AS 45.02.501 may, 09 on making and keeping good a tender of an unpaid portion of their price, recover them 10 from the seller if 11 (1) in the case of goods bought for personal, family, or household 12 purposes, the seller repudiates or fails to deliver as required by the contract; or 13 (2) in all cases, the seller becomes insolvent within 10 days after 14 receipt of the first installment on their price. 15 (b) The buyer's right to recover the goods under (a)(1) of this section vests 16 upon acquisition of a special property even if the seller had not then repudiated or 17 failed to deliver. 18 (c) If the identification creating the buyer's special property has been made by 19 the buyer, the buyer acquires the right to recover the goods only if they conform to the 20 contract for sale. 21 * Sec. 11. AS 45.02.716(c) is amended to read: 22 (c) The buyer has a right of replevin for goods identified to the contract if 23 after reasonable effort the buyer is unable to effect cover for the goods or the 24 circumstances reasonably indicate that such effort will be unavailing or if the goods 25 have been shipped under reservation and satisfaction of the security interest in them 26 has been made or tendered. In the case of goods bought for personal, family, or 27 household purposes, the buyer's right of replevin vests upon acquisition of a 28 special property even if the seller had not then repudiated or failed to deliver. 29 * Sec. 12. AS 45.04.210(c) is amended to read: 30 (c) Receipt by a collecting bank of a final settlement for an item is a 31 realization on its security interest in the item, accompanying documents, and proceeds.
01 So long as the bank does not receive final settlement for the item or give up 02 possession of the item or accompanying documents for purposes other than collection, 03 the security interest continues to that extent and is subject to AS 45.29 [AS 45.09], but 04 (1) a security agreement is not necessary to make the security interest 05 enforceable ( AS 45.29.203(b)(3)(A) [AS 45.09.203(a)]); 06 (2) filing is not required to perfect the security interest; and 07 (3) the security interest has priority over conflicting perfected security 08 interests in the item, accompanying documents, or proceeds. 09 * Sec. 13. AS 45.05 is amended by adding a new section to read: 10 Sec. 45.05.118. Security interest of issuer or nominated person. (a) An 11 issuer or nominated person has a security interest in a document presented under a 12 letter of credit to the extent that the issuer or nominated person honors or gives value 13 for the presentation. 14 (b) So long as and to the extent that an issuer or nominated person has not 15 been reimbursed or has not otherwise recovered the value given with respect to a 16 security interest in a document under (a) of this section, the security interest continues 17 and is subject to AS 45.29, but 18 (1) a security agreement is not necessary to make the security interest 19 enforceable under AS 45.29.203(b)(3); 20 (2) if the document is presented in a medium other than a written or 21 other tangible medium, the security interest is perfected; and 22 (3) if the document is presented in a written or other tangible medium 23 and is not a certificated security, chattel paper, a document of title, an instrument, or 24 a letter of credit, the security interest is perfected and has priority over a conflicting 25 security interest in the document so long as the debtor does not have possession of the 26 document. 27 * Sec. 14. AS 45.07.503(a) is amended to read: 28 (a) A document of title confers no right in goods against a person who, before 29 issuance of the document, had a legal interest or a perfected security interest in them 30 and who neither 31 (1) delivered or entrusted them or a document of title covering them
01 to the bailor or the bailor's nominee with actual or apparent authority to ship, store, or 02 sell or with power to obtain delivery under AS 45.07.403 or with power of disposition 03 under AS 45.02.403 and AS 45.29.320 [AS 45.09.307] or other statute or rule of law; 04 nor 05 (2) acquiesced in the procurement by the bailor or the bailor's nominee 06 of a document of title. 07 * Sec. 15. AS 45.08.103(f) is amended to read: 08 (f) A commodity contract, as defined in AS 45.29.102(a) [AS 45.09.115], is 09 not a security or a financial asset. 10 * Sec. 16. AS 45.08.106(d) is amended to read: 11 (d) A purchaser has control of a security entitlement if 12 (1) the purchaser becomes the entitlement holder; or 13 (2) the securities intermediary has agreed that the securities 14 intermediary will comply with entitlement orders originated by the purchaser without 15 further consent by the entitlement holder ; or 16 (3) another person has control of the security entitlement on behalf 17 of the purchaser or, having previously acquired control of the security 18 entitlement, acknowledges that it has control on behalf of the purchaser . 19 * Sec. 17. AS 45.08.106(f) is amended to read: 20 (f) A purchaser who has satisfied the requirements of (c) or (d) [(c)(2) OR 21 (d)(2)] of this section has control even if the registered owner in the case of (c) [(c)(2)] 22 of this section or the entitlement holder in the case of (d) [(d)(2)] of this section 23 retains the right to make substitutions for the uncertificated security or security 24 entitlement, to originate instructions or entitlement orders to the issuer or securities 25 intermediary, or otherwise to deal with the uncertificated security or security 26 entitlement. 27 * Sec. 18. AS 45.08.110(d) is amended to read: 28 (d) The following rules determine a securities intermediary's jurisdiction for 29 purposes of this section: 30 (1) if an agreement between the securities intermediary and its 31 entitlement holder governing the securities account expressly provides that a
01 particular jurisdiction is the securities intermediary's jurisdiction for purposes of 02 AS 45.08.101 - 45.08.116, this chapter, or this code [SPECIFIES THAT IT IS 03 GOVERNED BY THE LAW OF A PARTICULAR JURISDICTION], that jurisdiction 04 is the securities intermediary's jurisdiction; 05 (2) if (1) of this subsection does not apply and an agreement 06 between the securities intermediary and its entitlement holder governing the 07 securities account expressly provides that the agreement is governed by the law 08 of a particular jurisdiction, that jurisdiction is the securities intermediary's 09 jurisdiction; 10 (3) if neither (1) nor (2) of this subsection applies and an agreement 11 between the securities intermediary and its entitlement holder governing the securities 12 account [DOES NOT SPECIFY THE GOVERNING LAW AS PROVIDED IN (1) OF 13 THIS SUBSECTION, BUT] expressly provides specifies that the securities account 14 is maintained at an office in a particular jurisdiction, that jurisdiction is the securities 15 intermediary's jurisdiction; 16 (4) [(3)] if none of the preceding paragraphs of this subsection 17 applies [AN AGREEMENT BETWEEN THE SECURITIES INTERMEDIARY AND 18 ITS ENTITLEMENT HOLDER DOES NOT SPECIFY A JURISDICTION 19 AS PROVIDED IN (1) OR (2) OF THIS SUBSECTION], the securities intermediary's 20 jurisdiction is the jurisdiction in which [IS LOCATED] the office identified in an 21 account statement as the office serving the entitlement holder's account is located ; 22 (5) [(4)] if none of the preceding paragraphs of this subsection 23 applies [AN AGREEMENT BETWEEN THE SECURITIES INTERMEDIARY AND 24 ITS ENTITLEMENT HOLDER DOES NOT SPECIFY A JURISDICTION 25 AS PROVIDED IN (1) OR (2) OF THIS SUBSECTION AND AN ACCOUNT 26 STATEMENT DOES NOT IDENTIFY AN OFFICE SERVING THE ENTITLEMENT 27 HOLDER'S ACCOUNT AS PROVIDED IN (3) OF THIS SUBSECTION], the 28 securities intermediary's jurisdiction is the jurisdiction in which [IS LOCATED] the 29 chief executive office of the securities intermediary is located . 30 * Sec. 19. AS 45.08.301(a) is amended to read: 31 (a) Delivery of a certificated security to a purchaser occurs when
01 (1) the purchaser acquires possession of the security certificate; 02 (2) another person, other than a securities intermediary, either acquires 03 possession of the security certificate on behalf of the purchaser or, having previously 04 acquired possession of the certificate, acknowledges that it holds for the purchaser; or 05 (3) a securities intermediary acting on behalf of the purchaser acquires 06 possession of the security certificate, only if the certificate is in registered form and 07 is 08 (A) registered in the name of the purchaser; 09 (B) payable to the order of the purchaser; or 10 (C) [HAS BEEN] specially endorsed to the purchaser by an 11 effective endorsement and has not been endorsed to the securities 12 intermediary or in blank . 13 * Sec. 20. AS 45.08.302(a) is amended to read: 14 (a) Except as otherwise provided in (b) and (c) of this section, a purchaser 15 [UPON DELIVERY] of a certificated or uncertificated security [TO A PURCHASER, 16 THE PURCHASER] acquires all rights in the security that the transferor had or had 17 power to transfer. 18 * Sec. 21. AS 45.08.510(a) is amended to read: 19 (a) In a case not covered by the priority rules in AS 45.29 or the rules 20 stated in (c) of this section, an [AN] action based on an adverse claim to a financial 21 asset or security entitlement, whether framed in conversion, replevin, constructive trust, 22 equitable lien, or other theory, may not be asserted against a person who purchases a 23 security entitlement, or an interest in a security entitlement, from an entitlement holder 24 if the purchaser gives value, does not have notice of the adverse claim, and obtains 25 control. 26 * Sec. 22. AS 45.08.510(c) is amended to read: 27 (c) In a case not covered by the priority rules in AS 45.29 [AS 45.09], a 28 purchaser for value of a security entitlement, or an interest in a security entitlement, 29 who obtains control has priority over a purchaser of a security entitlement, or an 30 interest in a security entitlement, who does not obtain control. Except as otherwise 31 provided in (d) of this section, purchasers [PURCHASERS] who have control rank
01 according to priority in time of 02 (1) the purchaser's becoming the person for whom the securities 03 account, in which the security entitlement is carried is maintained, if the 04 purchaser obtained control under AS 45.08.106(d)(1); 05 (2) the securities intermediary's agreement to comply with the 06 purchaser's entitlement orders with respect to security entitlements carried or to 07 be carried in the securities account in which the security entitlement is carried if 08 the purchaser obtained control under AS 45.08.106(d)(2); or 09 (3) if the purchaser obtained control through another person under 10 AS 45.08.106(d)(3), the time on which priority would be based under this 11 subsection if the other person were the secured party [EQUALLY, EXCEPT THAT 12 A SECURITIES INTERMEDIARY AS PURCHASER HAS PRIORITY OVER A 13 CONFLICTING PURCHASER WHO HAS CONTROL UNLESS OTHERWISE 14 AGREED BY THE SECURITIES INTERMEDIARY]. 15 * Sec. 23. AS 45.08.510 is amended by adding a new subsection to read: 16 (d) A securities intermediary as purchaser has priority over a conflicting 17 purchaser who has control unless otherwise agreed by the securities intermediary. 18 * Sec. 24. AS 45.12.103(c) is amended to read: 19 (c) The following definitions in AS 45.02 and AS 45.29 [AS 45.09] apply to 20 this chapter: 21 (1) "account" ( AS 45.29.102(a) [AS 45.09.106]); 22 (2) "between merchants" (AS 45.02.104(c)); 23 (3) "buyer" (AS 45.02.103(a)(1)); 24 (4) "chattel paper" ( AS 45.29.102(a) [AS 45.09.105(a)(2)]); 25 (5) "consumer goods" ( AS 45.29.102(a) [AS 45.09.109(1)]); 26 (6) "document" ( AS 45.29.102(a) [AS 45.09.105(a)(6)]); 27 (7) "entrusting" (AS 45.02.403(c)); 28 (8) "general intangible" (AS 45.29.102(a) [INTANGIBLES" 29 (AS 45.09.106]); 30 (9) "good faith" (AS 45.02.103(a)(2)); 31 (10) "instrument" ( AS 45.29.102(a) [AS 45.09.105(a)(9)]);
01 (11) "merchant" (AS 45.02.104(a)); 02 (12) "mortgage" ( AS 45.29.102(a) [AS 45.09.105(a)(10)]); 03 (13) "pursuant to a commitment" ( AS 45.29.102(a) 04 [AS 45.09.105(a)(11)]); 05 (14) "receipt" (AS 45.02.103(a)(3)); 06 (15) "sale" (AS 45.02.106(a)); 07 (16) "sale on approval" (AS 45.02.326); 08 (17) "sale or return" (AS 45.02.326); 09 (18) "seller" (AS 45.02.103(a)(4)). 10 * Sec. 25. AS 45.12.303(a) is amended to read: 11 (a) Except as provided in (d) [(b) - (d)] of this section and AS 45.29.407 , a 12 provision in a lease agreement that does either of the following gives rise to the rights 13 and remedies provided in (e) of this section, but a transfer that is prohibited or is an 14 event of default under the lease agreement is otherwise effective: 15 (1) prohibits the voluntary or involuntary transfer, including a transfer 16 by sale, sublease, creation or enforcement of a security interest, or attachment, levy, 17 or other judicial process, of 18 (A) an interest of a party under the lease contract; or 19 (B) the lessor's residual interest in the goods; or 20 (2) makes a transfer under (1) of this subsection an event of default. 21 * Sec. 26. AS 45.12.303(e) is amended to read: 22 (e) Subject to (d) [(b) - (d)] of this section and AS 45.29.407 , 23 (1) if a transfer is made that is made an event of default under a lease 24 agreement, the party to the lease contract not making the transfer, unless that party 25 waives the default or otherwise agrees, has the rights and remedies under 26 AS 45.12.501(b); 27 (2) if (1) of this subsection is not applicable and if a transfer is made 28 that is prohibited under a lease agreement or that materially impairs the prospect of 29 obtaining return performance by, materially changes the duty of, or materially increases 30 the burden or risk imposed on, the other party to the lease contract, unless the party 31 not making the transfer agrees at any time to the transfer in the lease contract or
01 otherwise, then, except as limited by contract, the transferor is liable to the party not 02 making the transfer for damages caused by the transfer to the extent that the damages 03 could not reasonably be prevented by the party not making the transfer, and a court 04 having jurisdiction may grant other appropriate relief, including cancellation of the 05 lease contract or an injunction against the transfer. 06 * Sec. 27. AS 45.12.303(i) is amended to read: 07 (i) In this section, "creation of a security interest" includes the sale of a lease 08 contract that is subject to AS 45.29 [AS 45.09], on secured transactions, by reason of 09 AS 45.29.109(a)(3) [AS 45.09.102(a)(2)]. 10 * Sec. 28. AS 45.12.307(b) is amended to read: 11 (b) Except as otherwise provided in (c) [AND (d)] of this section and in 12 AS 45.12.306 and 45.12.308, a creditor of a lessor takes subject to the lease contract 13 unless 14 (1) the creditor holds a lien that attached to the goods before the lease 15 contract became enforceable[; 16 (2) THE CREDITOR HOLDS A SECURITY INTEREST IN THE 17 GOODS AND THE LESSEE GAVE VALUE AND RECEIVED DELIVERY OF THE 18 GOODS WITH KNOWLEDGE OF THE SECURITY INTEREST; OR 19 (3) THE CREDITOR HOLDS IN THE GOODS A SECURITY 20 INTEREST THAT WAS PERFECTED UNDER AS 45.29.303 BEFORE THE LEASE 21 CONTRACT BECAME ENFORCEABLE]. 22 * Sec. 29. AS 45.12.307(c) is repealed and reenacted to read: 23 (c) Except as otherwise provided in AS 45.29.317, 45.29.321, and 45.29.323, 24 a lessee takes a leasehold interest subject to a security interest held by a creditor of the 25 lessor. 26 * Sec. 30. AS 45.12.309(j)(2) is amended to read: 27 (2) a "fixture filing" is the recording, in the office where a mortgage 28 on the real estate would be recorded, of a financing statement covering goods that are 29 or are to become fixtures and conforming to the requirements of AS 45.29.502(a) and 30 (b) [AS 45.09.402(f)]; 31 * Sec. 31. AS 45.09.101, 45.09.102, 45.09.103, 45.09.104, 45.09.105, 45.09.106, 45.09.107,
01 45.09.108, 45.09.109, 45.09.110, 45.09.112, 45.09.113, 45.09.114, 45.09.115, 45.09.116, 02 45.09.201, 45.09.202, 45.09.203, 45.09.204, 45.09.205, 45.09.206, 45.09.207, 45.09.208, 03 45.09.301, 45.09.302, 45.09.303, 45.09.304, 45.09.305, 45.09.306, 45.09.307, 45.09.308, 04 45.09.309, 45.09.310, 45.09.311, 45.09.312, 45.09.313, 45.09.314, 45.09.315, 45.09.316, 05 45.09.317, 45.09.318, 45.09.401, 45.09.402, 45.09.403, 45.09.404, 45.09.405, 45.09.406, 06 45.09.407, 45.09.408, 45.09.501, 45.09.502, 45.09.503, 45.09.504, 45.09.505, 45.09.506, 07 45.09.507; AS 45.12.303(b), 45.12.303(c), and 45.12.307(d) are repealed. 08 * Sec. 32. The uncodified law of the State of Alaska is amended by adding a new section 09 to read: 10 COURT RULE CHANGE. To the extent that they may allow the recovery of expenses 11 in a court action that are not allowed under Rule 79, Alaska Rules of Civil procedure, the 12 following sections have the effect of amending Rule 79, Alaska Rules of Civil procedure: 13 AS 45.29.607(d), 45.29.608(a)(1)(A), 45.29.615(a)(1), and 45.29.626(a)(3) and (4). 14 * Sec. 33. The uncodified law of the State of Alaska is amended by adding a new section 15 to read: 16 REGULATIONS. The Department of Natural Resources may proceed to adopt 17 regulations to implement this Act. The regulations take effect under AS 44.62 (Administrative 18 Procedure Act) but not before July 1, 2001. 19 * Sec. 34. The uncodified law of the State of Alaska is amended by adding a new section 20 to read: 21 APPLICABILITY. This Act does not apply to an action, case, or proceeding 22 commenced before July 1, 2001. 23 * Sec. 35. The uncodified law of the State of Alaska is amended by adding a new section 24 to read: 25 REVISOR'S INSTRUCTION. In the following statute sections, the revisor shall 26 change 27 (1) the references to "AS 45.09" to read "AS 45.29": AS 06.40.170; 28 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), 29 45.02.403(d); AS 45.03.102(b), 45.03.605(f); AS 45.05.114(f); AS 45.07.209(b); 30 AS 45.08.105(e); AS 45.12.309(i); 31 (2) the references to "AS 45.01 - AS 45.09, AS 45.12, and AS 45.14 (Uniform
01 Commercial Code)" and "AS 45.01 - 45.09, AS 45.12, and AS 45.14" to "AS 45.01 - 45.08, 02 AS 45.12, AS 45.14, and AS 45.29 (Uniform Commercial Code)": AS 09.25.060, 09.25.090; 03 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), 04 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); 05 (3) the references to "AS 45.01 - AS 45.09, AS 45.12, and AS 45.14" to 06 "AS 45.01 - 45.08, AS 45.12, AS 45.14, and AS 45.29": AS 28.10.491(a); AS 44.85.140; 07 AS 45.01.101, 45.01.201(10); AS 45.05.116(d). 08 * Sec. 36. Except as provided in sec. 37 of this Act, this Act takes effect July 1, 2001. 09 * Sec. 37. Section 33 of this Act takes effect immediately under AS 01.10.070(c).