SB 252: "An Act relating to the Uniform Commercial Code; relating to secured transactions; relating to controllable accounts, controllable electronic records, and controllable payment intangibles; relating to sales; relating to negotiable instruments; relating to letters of credit; relating to warehouse receipts, bills of lading, and other documents of title; relating to investment securities; relating to leases of goods; and relating to fund transfers."
00 SENATE BILL NO. 252 01 "An Act relating to the Uniform Commercial Code; relating to secured transactions; 02 relating to controllable accounts, controllable electronic records, and controllable 03 payment intangibles; relating to sales; relating to negotiable instruments; relating to 04 letters of credit; relating to warehouse receipts, bills of lading, and other documents of 05 title; relating to investment securities; relating to leases of goods; and relating to fund 06 transfers." 07 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA: 08 * Section 1. AS 09.25.060 is amended to read: 09 Sec. 09.25.060. Fraud presumed from retention of possession. Every sale or 10 assignment of personal property unless accompanied by the immediate delivery and 11 the actual and continued change of possession of the thing sold or assigned is 12 presumed prima facie to be a fraud against the creditors of the vendor or assignor, and 13 subsequent purchasers in good faith and for a valuable consideration during the time
01 the property remains in the possession of the vendor or assignor, except that retention 02 of possession in good faith and current course of trade by a merchant seller for a 03 commercially reasonable time after a sale or identification is not fraudulent, and 04 nothing contained in this section shall supersede the provisions of AS 45.01 - 05 AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and AS 45.36 (Uniform 06 Commercial Code). 07 * Sec. 2. AS 09.25.090 is amended to read: 08 Sec. 09.25.090. Objections to tender. The person to whom a tender is made 09 shall at the time specify any objection the person may have to the money, instrument, 10 or property, or the person waives it. If the objection is to the amount of money, the 11 terms of the instrument, or the amount or kind of property, the person shall specify the 12 amount, terms, or kind that the person requires, or is precluded from objecting later. 13 This section may not be construed to modify or change in any manner corresponding 14 provisions of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and 15 AS 45.36 (Uniform Commercial Code). 16 * Sec. 3. AS 09.80.190(17) is amended to read: 17 (17) "Uniform Commercial Code" means AS 45.01 - AS 45.08, 18 AS 45.12, AS 45.14, [AND] AS 45.29, and AS 45.36. 19 * Sec. 4. AS 14.42.220(c) is amended to read: 20 (c) Bonds of the corporation, regardless of form or character, are negotiable 21 instruments for all the purposes of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] 22 AS 45.29, and AS 45.36 (Uniform Commercial Code). 23 * Sec. 5. AS 14.42.250 is amended to read: 24 Sec. 14.42.250. Validity of pledge. It is the intention of the legislature that a 25 pledge made in respect to bonds of the corporation shall be valid, perfected, and 26 binding from the time the pledge is made; that the money or property so pledged and 27 thereafter received by the corporation shall immediately be subject to the lien of the 28 pledge without physical delivery or further act; and that the lien of the pledge shall be 29 valid and binding as against all parties having claims of any kind in tort, contract, or 30 otherwise against the corporation irrespective of whether the parties have notice. 31 Neither the resolution, trust agreement, nor other instrument by which a pledge is
01 created need be recorded or filed under the provisions of AS 45.01 - AS 45.08, 02 AS 45.12, AS 45.14, [AND] AS 45.29, and AS 45.36 (Uniform Commercial Code) to 03 be valid, perfected, binding, or effective. 04 * Sec. 6. AS 25.27.279 is amended to read: 05 Sec. 25.27.279. Voiding of fraudulent transfers made to avoid payment of 06 child support. In addition to the rights provided in AS 09.25.060, if a transfer of 07 personal or real property is made by an obligor without immediate delivery and the 08 actual continuing change of possession of the property transferred, the transfer of the 09 property is presumed prima facie to be fraud against creditors for child support of the 10 obligor who transferred the property and subsequent purchasers in good faith and for 11 valuable consideration during the time the property remains in the possession of the 12 obligor who made the transfer, except that retention of possession in good faith and 13 current course of trade by a merchant seller for a commercially reasonable time after 14 the sale or identification is not fraudulent. Nothing contained in this section supersedes 15 the provisions of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and 16 AS 45.36 (Uniform Commercial Code). 17 * Sec. 7. AS 28.10.491(a) is amended to read: 18 (a) Upon conviction, a person is guilty of a felony who 19 (1) alters, forges, or counterfeits a certificate of title or registration, or 20 a registration plate, decal, tab, or sticker of this or another jurisdiction; 21 (2) alters or forges an assignment of a certificate of title or an 22 assignment or release of a security interest on a certificate of title of this or another 23 jurisdiction or on a form the department prescribes; 24 (3) has possession of or uses a certificate of title or registration, 25 registration plate, decal, tab, or sticker of this or another jurisdiction knowing it to 26 have been altered, forged, or counterfeited; 27 (4) wilfully removes or falsifies a vehicle identification number; 28 (5) wilfully conceals or misrepresents the identity of a vehicle or 29 vehicle equipment; 30 (6) buys, receives, possesses, sells, or disposes of a vehicle or vehicle 31 equipment, knowing that a vehicle identification number or equipment has been
01 unlawfully removed or falsified; 02 (7) removes from the state a vehicle that is the subject of a security 03 interest created under AS 28.01 - 28.35 or under AS 45.01 - 45.08, AS 45.12, 04 AS 45.14, [AND] AS 45.29, and AS 45.36 (Uniform Commercial Code) without the 05 written consent of the secured party, and with intent to defraud the secured party or the 06 state; 07 (8) represents a motor vehicle or house trailer to be a new vehicle and 08 who sells or procures the sale of that motor vehicle as a new vehicle without 09 presenting a "manufacturer's statement of origin"; or 10 (9) makes a false statement or otherwise conceals or withholds a 11 material fact in an application for registration or certificate of title or falsely affirms 12 with respect to a matter required to be sworn to, affirmed, or furnished under this 13 chapter or regulations adopted under this chapter; except that a person who with 14 criminal negligence as defined in AS 11.81.900, falsely certifies to the department the 15 existence of a motor vehicle liability insurance policy under AS 28.10.021(a)(2), is 16 guilty of a class A misdemeanor. 17 * Sec. 8. AS 29.35.625(e) is amended to read: 18 (e) All bonds issued under this section, regardless of form or character, are 19 negotiable instruments for all of the purposes of AS 45.01 - AS 45.08, AS 45.12, 20 AS 45.14, [AND] AS 45.29, and AS 45.36 (Uniform Commercial Code). 21 * Sec. 9. AS 29.35.825(e) is amended to read: 22 (e) All bonds issued under this section, regardless of form or character, are 23 negotiable instruments for all the purposes of AS 45.01 - AS 45.08, AS 45.12, 24 AS 45.14, [AND] AS 45.29, and AS 45.36 (Uniform Commercial Code). 25 * Sec. 10. AS 36.30.860 is amended to read: 26 Sec. 36.30.860. Supplementary general principles of law applicable. Unless 27 displaced by the particular provisions of this chapter, the principles of law and equity, 28 including AS 45.01 - AS 45.08, AS 45.12, 45.14, [AND] 45.29, and 45.36 (Uniform 29 Commercial Code), the law merchant, and law relative to capacity to contract, agency, 30 fraud, misrepresentation, duress, coercion, mistake, or bankruptcy shall supplement 31 the provisions of this chapter.
01 * Sec. 11. AS 44.83.100(c) is amended to read: 02 (c) All bonds, regardless of form or character, shall be negotiable instruments 03 for all the purposes of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, 04 and AS 45.36 (Uniform Commercial Code). 05 * Sec. 12. AS 44.83.120 is amended to read: 06 Sec. 44.83.120. Validity of pledge. It is the intention of the legislature that a 07 pledge made in respect of bonds is considered perfected and is valid and binding from 08 the time the pledge is made; that the money or property so pledged and thereafter 09 received by the authority shall immediately be subject to the lien of the pledge without 10 physical delivery or further act; and that the lien of the pledge shall be valid and 11 binding as against all parties having claims of any kind in tort, contract, or otherwise 12 against the authority irrespective of whether the parties have notice. Neither the 13 resolution, trust agreement, nor any other instrument by which a pledge is created need 14 be recorded or filed under the provisions of AS 45.01 - AS 45.08, AS 45.12, 15 AS 45.14, [AND] AS 45.29, and AS 45.36 (Uniform Commercial Code) to be 16 perfected or to be valid, binding, or effective against the parties. 17 * Sec. 13. AS 44.85.140 is amended to read: 18 Sec. 44.85.140. Negotiability of bonds or notes. Notwithstanding other 19 provisions of law, a bond or note issued under this chapter is fully negotiable for all 20 purposes of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and 21 AS 45.36 (Uniform Commercial Code), and a holder or owner of a bond or note, or of 22 a coupon appurtenant to it, by accepting the bond, note, or coupon is conclusively 23 considered to have agreed that the bond, note, or coupon is fully negotiable for all 24 purposes of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and 25 AS 45.36. 26 * Sec. 14. AS 44.88.090(c) is amended to read: 27 (c) All bonds, regardless of form or character, shall be negotiable instruments 28 for all the purposes of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, 29 and AS 45.36 (Uniform Commercial Code). 30 * Sec. 15. AS 45.01.111(a) is amended to read: 31 (a) AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and
01 AS 45.36 may be cited as the Uniform Commercial Code. 02 * Sec. 16. AS 45.01.211(b)(10) is amended to read: 03 (10) "code" means AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] 04 AS 45.29, and AS 45.36; 05 * Sec. 17. AS 45.01.211(b)(11) is amended to read: 06 (11) "conspicuous," with reference to a term, means written, displayed, 07 or presented in a way that, based on the totality of the circumstances, a reasonable 08 person against whom it is to operate ought to have noticed it; whether a term is 09 "conspicuous" or not is a decision for the court; [CONSPICUOUS TERMS INCLUDE 10 (A) A HEADING IN CAPITALS EQUAL TO OR GREATER 11 IN SIZE THAN THE SURROUNDING TEXT, OR IN CONTRASTING 12 TYPE, FONT, OR COLOR TO THE SURROUNDING TEXT OF THE 13 SAME OR LESSER SIZE; AND 14 (B) LANGUAGE IN THE BODY OF A RECORD OR 15 DISPLAY IN LARGER TYPE THAN THE SURROUNDING TEXT, OR IN 16 CONTRASTING TYPE, FONT, OR COLOR TO THE SURROUNDING 17 TEXT OF THE SAME SIZE, OR SET OFF FROM SURROUNDING TEXT 18 OF THE SAME SIZE BY SYMBOLS OR OTHER MARKS THAT CALL 19 ATTENTION TO THE LANGUAGE;] 20 * Sec. 18. AS 45.01.211(b)(16) is amended to read: 21 (16) "delivery," with respect to an electronic document of title, means 22 voluntary transfer of control and, with respect to an instrument, a tangible document of 23 title, or an authoritative tangible copy of a record evidencing chattel paper, means 24 voluntary transfer of possession; 25 * Sec. 19. AS 45.01.211(b)(23) is amended to read: 26 (23) "holder" means the person in 27 (A) possession of a negotiable instrument that is payable either 28 to bearer or to an identified person who is the person in possession; 29 (B) possession of a negotiable tangible document of title if the 30 goods are deliverable either to bearer or to the order of the person in 31 possession; or
01 (C) control, other than under AS 45.07.116(g), of a 02 negotiable electronic document of title; 03 * Sec. 20. AS 45.01.211(b)(26) is amended to read: 04 (26) "money" means a medium of exchange that is currently 05 authorized or adopted by a domestic or foreign government; "money" [, AND] 06 includes a monetary unit of account established by an intergovernmental organization 07 or by agreement between two or more countries; "money" does not include an 08 electronic record that is a medium of exchange recorded and transferable in a 09 system that existed and operated for the medium of exchange before the medium 10 of exchange was authorized or adopted by the government; 11 * Sec. 21. AS 45.01.211(b)(30) is amended to read: 12 (30) "person" means an individual, corporation, business trust, estate, 13 trust, partnership, limited liability company, association, joint venture, government, 14 governmental subdivision, agency, or instrumentality [, PUBLIC CORPORATION,] 15 or another legal or commercial entity; "person" includes a protected series, 16 however denominated, of an entity if the protected series is established under law 17 other than the code that limits, or limits if conditions specified under the law are 18 satisfied, the ability of a creditor of the entity or of another protected series of the 19 entity to satisfy a claim from assets of the protected series; 20 * Sec. 22. AS 45.01.211(b)(39) is amended to read: 21 (39) "send," in connection with a [WRITING,] record [,] or 22 notification [NOTICE], means 23 (A) to deposit in the mail, [OR] deliver for transmission, or 24 transmit by a usual means of communication, with postage or cost of 25 transmission provided for [AND PROPERLY ADDRESSED AND, IN THE 26 CASE OF AN INSTRUMENT, TO AN ADDRESS SPECIFIED ON THE 27 INSTRUMENT OR OTHERWISE AGREED ON, OR, IF AN ADDRESS IS 28 NOT SPECIFIED ON THE INSTRUMENT OR OTHERWISE AGREED 29 ON], addressed to an address reasonable under the circumstances; or 30 (B) to cause the record or notification to be received within 31 the time the record or notification would have been received if properly
01 sent under (A) of this paragraph [IN ANOTHER WAY TO CAUSE TO BE 02 RECEIVED A RECORD OR NOTICE WITHIN THE TIME IT WOULD 03 HAVE ARRIVED IF PROPERLY SENT]; 04 * Sec. 23. AS 45.01.211(b)(40) is amended to read: 05 (40) "signed," "signing," and "signature" have corresponding 06 meanings to "sign" [INCLUDES USING A SYMBOL EXECUTED OR ADOPTED 07 WITH PRESENT INTENTION TO ADOPT OR ACCEPT A WRITING]; 08 * Sec. 24. AS 45.01.211(b) is amended by adding new paragraphs to read: 09 (48) "electronic" means relating to technology having electrical, 10 digital, magnetic, wireless, optical, electromagnetic, or similar capabilities; 11 (49) "sign" means, with present intent to authenticate or adopt a 12 record, to 13 (A) execute or adopt a tangible symbol; or 14 (B) attach to or logically associate with the record an electronic 15 symbol, sound, or process. 16 * Sec. 25. AS 45.01.214 is amended to read: 17 Sec. 45.01.214. Value. Except as otherwise provided in AS 45.03, AS 45.04, 18 [AND] AS 45.05, and AS 45.36, a person gives value for rights if the person acquires 19 them 20 (1) in return for a binding commitment to extend credit or for the 21 extension of immediately available credit, whether or not drawn on [UPON] and 22 whether or not a charge-back is provided for in the event of difficulties in collection; 23 (2) as security for, or in total or partial satisfaction of, a preexisting 24 claim; 25 (3) by accepting delivery under a preexisting contract for purchase; or 26 (4) in return for consideration sufficient to support a simple contract. 27 * Sec. 26. AS 45.01.301(c) is amended to read: 28 (c) If one of the following provisions of the code specifies the applicable law, 29 that provision governs, and a contrary agreement is effective only to the extent 30 permitted by the applicable law specified by that provision: 31 (1) AS 45.02.402;
01 (2) AS 45.04.102; 02 (3) AS 45.05.116; 03 (4) AS 45.08.110; 04 (5) AS 45.12.105 and 45.12.106; 05 (6) AS 45.14.507; 06 (7) AS 45.29.301 - 45.29.307; 07 (8) AS 45.36.107. 08 * Sec. 27. AS 45.01.306 is amended to read: 09 Sec. 45.01.306. Waiver or renunciation of claim or right after breach. A 10 claim or right arising out of an alleged breach may be discharged in whole or in part 11 without consideration by agreement of the aggrieved party in a signed [AN 12 AUTHENTICATED] record. 13 * Sec. 28. AS 45.02.102 is amended to read: 14 Sec. 45.02.102. Scope; certain security and other transactions excluded. 15 Unless the context otherwise requires, and except as provided in (c) of this section, 16 this chapter applies to transactions in goods and, in the case of a hybrid transaction, 17 applies to the extent provided in (b) of this section [; IT DOES NOT APPLY TO A 18 TRANSACTION THAT, ALTHOUGH IN THE FORM OF AN UNCONDITIONAL 19 CONTRACT TO SELL OR PRESENT SALE, IS INTENDED TO OPERATE ONLY 20 AS A SECURITY TRANSACTION, NOR DOES THIS CHAPTER IMPAIR OR 21 REPEAL ANY STATUTE REGULATING SALES TO CONSUMERS, FARMERS, 22 OR OTHER SPECIFIED CLASS OF BUYERS]. 23 * Sec. 29. AS 45.02.102 is amended by adding new subsections to read: 24 (b) In a hybrid transaction, 25 (1) if the sale-of-goods aspects do not predominate, only the provisions 26 of this chapter that relate primarily to the sale-of-goods aspects of the transaction 27 apply, and the provisions that relate primarily to the transaction as a whole do not 28 apply; 29 (2) if the sale-of-goods aspects predominate, this chapter applies to the 30 transaction but does not preclude application in appropriate circumstances of other law 31 to aspects of the transaction that do not relate to the sale of goods.
01 (c) This chapter does not 02 (1) apply to a transaction that, even though in the form of an 03 unconditional contract to sell or present sale, operates only to create a security interest; 04 or 05 (2) impair or repeal a statute regulating sales to consumers, farmers, or 06 other specified classes of buyers. 07 * Sec. 30. AS 45.02.106 is amended by adding a new subsection to read: 08 (e) "Hybrid transaction" means a single transaction involving a sale of goods 09 and 10 (1) the provision of services; 11 (2) a lease of other goods; or 12 (3) a sale, lease, or license of property other than goods. 13 * Sec. 31. AS 45.02.201(a) is amended to read: 14 (a) Except as otherwise provided in this section, a contract for the sale of 15 goods, including the sale or transfer of a boat or vessel, for the price of $500 or more 16 is not enforceable by action or defense unless there is a record [WRITING] sufficient 17 to indicate that a contract for sale has been made between the parties and signed by the 18 party against whom enforcement is sought or by the party's [AN] authorized agent or 19 broker [OF THAT PARTY]. A record [WRITING] is not insufficient because it omits 20 or incorrectly states a term agreed on [UPON], but the contract is not enforceable 21 under this subsection beyond the quantity of goods shown in the record [SUCH 22 WRITING]. 23 * Sec. 32. AS 45.02.201(b) is amended to read: 24 (b) Between merchants if within a reasonable time a record [WRITING] in 25 confirmation of the contract and sufficient against the sender is received and the party 26 receiving it has reason to know its contents, it satisfies the requirements of (a) of this 27 section against the party unless [WRITTEN] notice in a record of objection to its 28 contents is given within 10 days after it is received. 29 * Sec. 33. AS 45.02.202 is amended to read: 30 Sec. 45.02.202. Final [WRITTEN] expression; parol or extrinsic evidence. 31 Terms with respect to which the confirmatory memoranda of the parties agree, or that
01 are otherwise set out in a record [WRITING] intended by the parties as a final 02 expression of their agreement with respect to the terms included in the writing, may 03 not be contradicted by evidence of a prior agreement or of a contemporaneous oral 04 agreement, but may be explained or supplemented 05 (1) by course of performance, course of dealing, or usage of trade 06 (AS 45.01.303); and 07 (2) by evidence of consistent additional terms unless the court finds the 08 record [WRITING] was intended also as a complete and exclusive statement of the 09 terms of the agreement. 10 * Sec. 34. AS 45.02.203 is amended to read: 11 Sec. 45.02.203. Seals inoperative. The affixing of a seal to a record 12 [WRITING] evidencing a contract for sale or an offer to buy or sell goods does not 13 make the record [WRITING] a sealed instrument and the law with respect to sealed 14 instruments does not apply to the contract or offer. 15 * Sec. 35. AS 45.02.205 is amended to read: 16 Sec. 45.02.205. Firm offers. An offer by a merchant to buy or sell goods in a 17 signed record [WRITING] that by its terms gives assurance that it will be held open is 18 not revocable, for lack of consideration, during the time stated or if no time is stated 19 for a reasonable time, but in no event may the period or irrevocability exceed three 20 months. A term of assurance on a form supplied by the offeree must be separately 21 signed by the offeror. 22 * Sec. 36. AS 45.02.209(b) is amended to read: 23 (b) A signed agreement that excludes modification or rescission except by a 24 signed writing or other signed record cannot be otherwise modified or rescinded, but 25 except as between merchants such a requirement on a form supplied by the merchant 26 must be separately signed by the other party. 27 * Sec. 37. AS 45.03.104(a) is amended to read: 28 (a) Except as provided in (c) and (d) [(c) - (d)] of this section, "negotiable 29 instrument" means an unconditional promise or order to pay a fixed amount of money, 30 with or without interest or other charges described in the promise or order, if the 31 unconditional promise or order
01 (1) is payable to bearer or to order at the time it is issued or first comes 02 into possession of a holder; 03 (2) is payable on demand or at a definite time; and 04 (3) does not state any other undertaking or instruction by the person 05 promising or ordering payment to do an act in addition to the payment of money, but 06 the promise or order may contain 07 (A) an undertaking or power to give, maintain, or protect 08 collateral to secure payment; 09 (B) [,] an authorization or power to the holder to confess 10 judgment or realize on or dispose of collateral; 11 (C) [, OR] a waiver of the benefit of a law intended for the 12 advantage or protection of an obligor; 13 (D) a term that specifies the law that governs the promise 14 or order; or 15 (E) an undertaking to resolve in a specified forum a dispute 16 concerning the promise or order. 17 * Sec. 38. AS 45.03.105(a) is amended to read: 18 (a) "Issue" means 19 (1) the first delivery of an instrument by the maker or drawer, whether 20 to a holder or nonholder, for the purpose of giving rights on the instrument to any 21 person; or 22 (2) if agreed by the payee, the first transmission by the drawer to 23 the payee of an image of an item and information derived from the item that 24 enables the depositary bank to collect the item by transferring or presenting 25 under federal law an electronic check. 26 * Sec. 39. AS 45.03.604 is amended by adding a new subsection to read: 27 (c) The obligation of a party to pay a check is not discharged solely by 28 destruction of the check in connection with a process in which information is extracted 29 from the check and an image of the check is made and, subsequently, the information 30 and image are transmitted for payment. 31 * Sec. 40. AS 45.05.104 is amended to read:
01 Sec. 45.05.104. Formal requirements. A letter of credit, confirmation, advice, 02 transfer, amendment, or cancellation may be issued in any form that is a signed record 03 [AND IS AUTHENTICATED 04 (1) BY A SIGNATURE; OR 05 (2) UNDER THE AGREEMENT OF THE PARTIES OR THE 06 STANDARD PRACTICE REFERRED TO IN AS 45.05.108(e)]. 07 * Sec. 41. AS 45.05.116(a) is amended to read: 08 (a) The liability of an issuer, nominated person, or adviser for an action or 09 omission is governed by the law of the jurisdiction chosen by an agreement in the 10 form of a record signed [OR OTHERWISE AUTHENTICATED] by the affected 11 parties [IN THE MANNER PROVIDED IN AS 45.05.104] or by a provision in the 12 letter of credit, confirmation, or other undertaking. The jurisdiction whose law is 13 chosen does not need to bear a relation to the transaction. 14 * Sec. 42. AS 45.05.116(b) is amended to read: 15 (b) Unless (a) of this section applies, the liability of an issuer, nominated 16 person, or adviser for action or omission is governed by the law of the jurisdiction in 17 which the issuer, nominated person, or adviser is located. The issuer, nominated 18 person, or adviser is considered to be located at the address indicated in the 19 undertaking of the issuer, nominated person, or adviser. If more than one address is 20 indicated, the issuer, nominated person, or adviser is considered to be located at the 21 address from which the undertaking of the issuer, nominated person, or adviser was 22 issued. [FOR THE PURPOSE OF JURISDICTION, CHOICE OF LAW, AND 23 RECOGNITION OF INTERBRANCH LETTERS OF CREDIT, BUT NOT 24 ENFORCEMENT OF A JUDGMENT, ALL BRANCHES OF A BANK ARE 25 CONSIDERED SEPARATE JURIDICAL ENTITIES, AND A BANK IS 26 CONSIDERED TO BE LOCATED AT THE PLACE WHERE THE BANK'S 27 RELEVANT BRANCH IS CONSIDERED TO BE LOCATED UNDER THIS 28 SUBSECTION.] 29 * Sec. 43. AS 45.05.116 is amended by adding new subsections to read: 30 (f) For the purpose of jurisdiction, choice of law, and recognition of 31 interbranch letters of credit, but not enforcement of a judgment, all branches of a bank
01 are considered separate juridical entities, and a bank is considered to be located at the 02 place where the bank's relevant branch is considered to be located under (g) of this 03 section. 04 (g) A branch of a bank is considered to be located at the address indicated in 05 the branch's undertaking. If more than one address is indicated, the branch is 06 considered to be located at the address from which the undertaking was issued. 07 * Sec. 44. AS 45.07.116(b) is amended to read: 08 (b) A system satisfies (a) of this section, and a person has [IS CONSIDERED 09 TO HAVE] control of an electronic document of title, if the document is created, 10 stored, and transferred [ASSIGNED] in a manner by which 11 (1) a single authoritative copy of the document exists that is unique, 12 identifiable, and, except as otherwise provided in (4), (5), and (6) of this subsection, 13 unalterable; 14 (2) the authoritative copy identifies the person asserting control as 15 (A) the person to whom the document was issued; or 16 (B) if the authoritative copy indicates that the document has 17 been transferred, the person to whom the document was most recently 18 transferred; 19 (3) the authoritative copy is communicated to and maintained by the 20 person asserting control or the person's designated custodian; 21 (4) copies or amendments that add or change an identified transferee 22 [ASSIGNEE] of the authoritative copy can be made only with the consent of the 23 person asserting control; 24 (5) each copy of the authoritative copy and a copy of a copy are readily 25 identifiable as a copy that is not the authoritative copy; and 26 (6) an amendment of the authoritative copy is readily identifiable as 27 authorized or unauthorized. 28 * Sec. 45. AS 45.07.116 is amended by adding new subsections to read: 29 (c) A system satisfies (a) of this section, and a person has control of an 30 electronic document of title, if an authoritative electronic copy of the document, a 31 record attached to or logically associated with the electronic copy, or a system in
01 which the electronic copy is recorded 02 (1) enables the person readily to identify each electronic copy as either 03 an authoritative copy or a nonauthoritative copy; 04 (2) enables the person readily to identify itself in any way, including 05 by name, identifying number, cryptographic key, office, or account number, as the 06 person to which each authoritative electronic copy was issued or transferred; and 07 (3) gives the person exclusive power, subject to (d) of this section, to 08 (A) prevent others from adding or changing the person to 09 which each authoritative electronic copy has been issued or transferred; and 10 (B) transfer control of each authoritative electronic copy. 11 (d) Subject to (e) of this section, a power is exclusive under (c)(3)(A) and (B) 12 of this section even if 13 (1) the authoritative electronic copy, a record attached to or logically 14 associated with the authoritative electronic copy, or a system in which the 15 authoritative electronic copy is recorded limits the use of the document of title or has a 16 protocol that is programmed to cause a change, including a transfer or loss of control; 17 or 18 (2) the power is shared with another person. 19 (e) A power of a person is not shared with another person under (d)(2) of this 20 section and the person's power is not exclusive if 21 (1) the person can exercise the power only if the power also is 22 exercised by the other person; and 23 (2) the other person 24 (A) can exercise the power without exercise of the power by 25 the person; or 26 (B) is the transferor to the person of an interest in the document 27 of title. 28 (f) If a person has the powers specified in (c)(3)(A) and (B) of this section, the 29 powers are presumed to be exclusive. 30 (g) A person has control of an electronic document of title if another person, 31 other than the transferor to the person of an interest in the document,
01 (1) has control of the document and acknowledges that it has control 02 on behalf of the person; or 03 (2) obtains control of the document after having acknowledged that it 04 will obtain control of the document on behalf of the person. 05 (h) A person that has control under this section is not required to acknowledge 06 that it has control on behalf of another person. 07 (i) If a person acknowledges that it has or will obtain control on behalf of 08 another person, unless the person otherwise agrees or law other than this chapter or 09 AS 45.29 otherwise provides, the person does not owe a duty to the other person and 10 is not required to confirm the acknowledgment to another person. 11 * Sec. 46. AS 45.08.102(a)(6) is amended to read: 12 (6) "communicate" means to 13 (A) send a signed record [WRITING]; or 14 (B) transmit information by any mechanism agreed on [UPON] 15 by the persons transmitting and receiving the information; 16 * Sec. 47. AS 45.08.102(b) is amended to read: 17 (b) The following [OTHER] definitions in [APPLYING TO] this chapter and 18 other chapters apply to this chapter: [THE SECTIONS IN WHICH THEY 19 APPEAR ARE] 20 (1) "appropriate person" (AS 45.08.107); 21 (2) "control" (AS 45.08.106); 22 (3) "controllable account" (AS 45.29.102(a)); 23 (4) "controllable electronic record" (AS 45.36.102); 24 (5) "controllable payment intangible" (AS 45.29.102(a)); 25 (6) [(3)] "delivery" (AS 45.08.301); 26 (7) [(4)] "investment company security" (AS 45.08.103); 27 (8) [(5)] "issuer" (AS 45.08.201); 28 (9) [(6)] "overissue" (AS 45.08.210); 29 (10) [(7)] "protected purchaser" (AS 45.08.303); 30 (11) [(8)] "securities account" (AS 45.08.501). 31 * Sec. 48. AS 45.08.103 is amended by adding a new subsection to read:
01 (i) A controllable account, controllable electronic record, or controllable 02 payment intangible is not a financial asset unless AS 45.08.102(a)(10)(C) applies. 03 * Sec. 49. AS 45.08.106(d) is amended to read: 04 (d) A purchaser has control of a security entitlement if 05 (1) the purchaser becomes the entitlement holder; 06 (2) the securities intermediary has agreed that the securities 07 intermediary will comply with entitlement orders originated by the purchaser without 08 further consent by the entitlement holder; or 09 (3) another person, other than the transferor to the purchaser of an 10 interest in the security entitlement, 11 (A) has control of the security entitlement and [ON BEHALF 12 OF THE PURCHASER OR, HAVING PREVIOUSLY ACQUIRED 13 CONTROL OF THE SECURITY ENTITLEMENT,] acknowledges that it has 14 control on behalf of the purchaser; or 15 (B) obtains control of the security entitlement after having 16 acknowledged that it will obtain control of the security entitlement on 17 behalf of the purchaser. 18 * Sec. 50. AS 45.08.106 is amended by adding new subsections to read: 19 (h) A person that has control under this section is not required to acknowledge 20 that it has control on behalf of a purchaser. 21 (i) If a person acknowledges that it has or will obtain control on behalf of a 22 purchaser, unless the person otherwise agrees or law other than this chapter or 23 AS 45.29 otherwise provides, the person does not owe a duty to the purchaser and is 24 not required to confirm the acknowledgment to another person. 25 * Sec. 51. AS 45.08.110(b) is amended to read: 26 (b) The local law of the securities intermediary's jurisdiction, as specified in 27 (d) [(e)] of this section, governs 28 (1) acquisition of a security entitlement from the securities 29 intermediary; 30 (2) the rights and duties of the securities intermediary and entitlement 31 holder arising out of a security entitlement;
01 (3) whether the securities intermediary owes a duty to an adverse 02 claimant to a security entitlement; and 03 (4) whether an adverse claim can be asserted against a person who 04 acquires a security entitlement from the securities intermediary or a person who 05 purchases a security entitlement or interest in a security entitlement from an 06 entitlement holder. 07 * Sec. 52. AS 45.08.110 is amended by adding a new subsection to read: 08 (g) The local law of the issuer's jurisdiction or the securities intermediary's 09 jurisdiction governs a matter or transaction specified in (a) or (b) of this section even if 10 the matter or transaction does not bear any relation to the jurisdiction. 11 * Sec. 53. AS 45.08.303(b) is amended to read: 12 (b) A [IN ADDITION TO ACQUIRING THE RIGHTS OF A PURCHASER, 13 A] protected purchaser also acquires the interest in the security free of any adverse 14 claim. 15 * Sec. 54. AS 45.12.102 is amended to read: 16 Sec. 45.12.102. Scope. This chapter applies to any transaction, regardless of 17 form, that creates a lease, and, in the case of a hybrid lease, this chapter applies to 18 the extent provided in (b) of this section. 19 * Sec. 55. AS 45.12.102 is amended by adding a new subsection to read: 20 (b) In a hybrid lease, 21 (1) if the lease-of-goods aspects do not predominate, 22 (A) only the provisions of this chapter that relate primarily to 23 the lease-of-goods aspects of the transaction apply, and the provisions that 24 relate primarily to the transaction as a whole do not apply; 25 (B) AS 45.12.209 applies if the lease is a finance lease; and 26 (C) AS 45.12.407 applies to the promises of the lessee in a 27 finance lease to the extent the promises are consideration for the right to 28 possession and use of the leased goods; and 29 (2) if the lease-of-goods aspects predominate, this chapter applies to 30 the transaction, but does not preclude application in appropriate circumstances of other 31 law to aspects of the lease that do not relate to the lease of goods.
01 * Sec. 56. AS 45.12.103(a) is amended by adding a new paragraph to read: 02 (27) "hybrid lease" means a single transaction involving a lease of 03 goods and 04 (A) the provision of services; 05 (B) a sale of other goods; or 06 (C) a sale, lease, or license of property other than goods. 07 * Sec. 57. AS 45.12.107 is amended to read: 08 Sec. 45.12.107. Waiver or renunciation of claim or right after default or 09 breach. A claim or right arising out of an alleged default or breach of warranty may 10 be discharged in whole or in part without consideration by a [WRITTEN] waiver or 11 renunciation in a signed record [AND] delivered by the aggrieved party. 12 * Sec. 58. AS 45.12.201(a) is amended to read: 13 (a) A lease contract is not enforceable by way of action or defense unless 14 (1) the total payments to be made under the lease contract, excluding 15 payments for options to renew or buy, are less than $1,000; or 16 (2) there is a record [WRITING], signed by the party against whom 17 enforcement is sought or by that party's authorized agent, sufficient to indicate that a 18 lease contract has been made between the parties and to describe the goods leased and 19 the lease term. 20 * Sec. 59. AS 45.12.201(c) is amended to read: 21 (c) A record [WRITING] is not insufficient because it omits or incorrectly 22 states a term agreed on [UPON], but the lease contract is not enforceable under (a)(2) 23 of this section beyond the lease term and the quantity of goods shown in the record 24 [WRITING]. 25 * Sec. 60. AS 45.12.201(e) is amended to read: 26 (e) The lease term under a lease contract referred to in (d) of this section is 27 (1) if there is a record [WRITING] signed by the party against whom 28 enforcement is sought or by that party's authorized agent specifying the lease term, the 29 term specified; 30 (2) if the party against whom enforcement is sought admits in that 31 party's pleading, testimony, or otherwise in court a lease term, the term admitted; or
01 (3) a reasonable lease term. 02 * Sec. 61. AS 45.12.202 is amended to read: 03 Sec. 45.12.202. Final [WRITTEN] expression: parol or extrinsic evidence. 04 Terms with respect to which the confirmatory memoranda of the parties agree or that 05 are otherwise set out in a record [WRITING] intended by the parties as a final 06 expression of their agreement with respect to the terms that are included in the 07 memoranda or other record [WRITING] may not be contradicted by evidence of a 08 prior agreement or of a contemporaneous oral agreement but may be explained or 09 supplemented 10 (1) by course of dealing or usage of trade or by course of performance; 11 and 12 (2) by evidence of consistent additional terms unless the court finds the 13 record [WRITING] to have been intended also as a complete and exclusive statement 14 of the terms of the agreement. 15 * Sec. 62. AS 45.12.203 is amended to read: 16 Sec. 45.12.203. Seals inoperative. The affixing of a seal to a record 17 [WRITING] evidencing a lease contract or an offer to enter into a lease contract does 18 not render the record [WRITING] a sealed instrument, and the law with respect to 19 sealed instruments does not apply to the lease contract or offer. 20 * Sec. 63. AS 45.12.205 is amended to read: 21 Sec. 45.12.205. Firm offers. An offer by a merchant to lease goods to or from 22 another person in a signed record [WRITING] that by its terms gives assurance that it 23 will be held open is not revocable, for lack of consideration, during the time stated or, 24 if no time is stated, for a reasonable time; however, in no event may the period of 25 irrevocability exceed three months. A term of assurance under this section on a form 26 supplied by the offeree shall be separately signed by the offeror. 27 * Sec. 64. AS 45.12.208(b) is amended to read: 28 (b) A signed lease agreement that excludes modification or rescission except 29 by a signed record [WRITING] may not be otherwise modified or rescinded, but, 30 except as between merchants, such a requirement on a form supplied by a merchant 31 must be separately signed by the other party.
01 * Sec. 65. AS 45.14.103(a)(1) is amended to read: 02 (1) "payment order" means an instruction of a sender to a receiving 03 bank, transmitted orally or in a record [, ELECTRONICALLY, OR IN WRITING], 04 to pay, or to cause another bank to pay, a fixed or determinable amount of money to a 05 beneficiary if 06 (A) the instruction does not state a condition to payment to the 07 beneficiary other than time of payment; 08 (B) the receiving bank is to be reimbursed by debiting an 09 account of, or otherwise receiving payment from, the sender; and 10 (C) the instruction is transmitted by the sender directly to the 11 receiving bank or to an agent, funds-transfer system, or communication system 12 for transmittal to the receiving bank; 13 * Sec. 66. AS 45.14.201(b) is amended to read: 14 (b) A security procedure may impose an obligation on the receiving bank 15 or the customer and may require the use of algorithms or other codes, identifying 16 words, [OR] numbers, symbols, sounds, biometrics, encryption, call-back 17 procedures, or similar security devices. Comparison of a signature on a payment order 18 or communication with an authorized specimen signature of the customer or 19 requiring a payment order to be sent from a known electronic mail address, 20 Internet Protocol address, or telephone number is not by itself a security 21 procedure. 22 * Sec. 67. AS 45.14.202(b) is amended to read: 23 (b) If a bank and its customer have agreed that the authenticity of payment 24 orders issued to the bank in the name of the customer as sender will be verified under 25 a security procedure, a payment order received by the receiving bank is effective as 26 the order of the customer, whether or not authorized, if 27 (1) the security procedure is a commercially reasonable method of 28 providing security against unauthorized payment orders; and 29 (2) the bank proves that it accepted the payment order in good faith 30 and in compliance with the bank's obligations under the security procedure and any 31 [WRITTEN] agreement or instruction of the customer, evidenced by a record,
01 restricting acceptance of payment orders issued in the name of the customer; the bank 02 is not required to follow an instruction that violates an [A WRITTEN] agreement with 03 the customer, evidenced by a record, or notice of which is not received at a time and 04 in a manner affording the bank a reasonable opportunity to act on it before the 05 payment order is accepted. 06 * Sec. 68. AS 45.14.202(c) is amended to read: 07 (c) Commercial reasonableness of a security procedure is a question of law to 08 be determined by considering the wishes of the customer expressed to the bank, the 09 circumstances of the customer known to the bank, including the size, type, and 10 frequency of payment orders normally issued by the customer to the bank, alternative 11 security procedures offered to the customer, and security procedures in general use by 12 customers and receiving banks similarly situated. A security procedure is considered 13 to be commercially reasonable if 14 (1) the security procedure was chosen by the customer after the bank 15 offered, and the customer refused, a security procedure that was commercially 16 reasonable for that customer; and 17 (2) the customer expressly agreed in a record [WRITING] to be 18 bound by a payment order, whether or not authorized, issued in its name and accepted 19 by the bank in compliance with the bank's obligations under the security procedure 20 chosen by the customer. 21 * Sec. 69. AS 45.14.203(a) is amended to read: 22 (a) If an accepted payment order is not, under AS 45.14.202(a), an authorized 23 order of a customer identified as sender, but is effective as an order of the customer 24 under AS 45.14.202(b), the following rules apply: 25 (1) by express [WRITTEN] agreement evidenced by a record, the 26 receiving bank may limit the extent to which it is entitled to enforce or retain payment 27 of the payment order; 28 (2) the receiving bank is not entitled to enforce or retain payment of 29 the payment order if the customer proves that the order was not caused, directly or 30 indirectly, by a person 31 (A) entrusted at any time with duties to act for the customer
01 with respect to payment orders or the security procedure; or 02 (B) who obtained access to transmitting facilities of the 03 customer or who obtained, from a source controlled by the customer and 04 without authority of the receiving bank, information facilitating breach of the 05 security procedure, regardless of how the information was obtained or whether 06 the customer was at fault; in this subparagraph, "information" includes any 07 access device, computer software, or the like. 08 * Sec. 70. AS 45.14.207(c) is amended to read: 09 (c) If a payment order described in (b) of this section is accepted, if the 10 originator's payment order described the beneficiary inconsistently by name and 11 number, and if the beneficiary's bank pays the person identified by number as 12 permitted by (b)(1) of this section, the following rules apply: 13 (1) if the originator is a bank, the originator is obliged to pay its order; 14 (2) if the originator is not a bank and proves that the person identified 15 by number was not entitled to receive payment from the originator, the originator is 16 not obliged to pay its order unless the originator's bank proves that the originator, 17 before acceptance of the originator's order, had notice that payment of a payment order 18 issued by the originator might be made by the beneficiary's bank on the basis of an 19 identifying or bank account number even if it identifies a person different from the 20 named beneficiary; proof of notice may be made by any admissible evidence; the 21 originator's bank satisfies the burden of proof if it proves that the originator, before the 22 payment order was accepted, signed a record [WRITING] stating the information to 23 which the notice relates. 24 * Sec. 71. AS 45.14.208(b) is amended to read: 25 (b) The following rules in this subsection apply to a payment order identifying 26 an intermediary bank or the beneficiary's bank both by name and an identifying 27 number if the name and number identify different persons: 28 (1) if the sender is a bank, the receiving bank may rely on the number 29 as the proper identification of the intermediary or beneficiary's bank if the receiving 30 bank, when it executes the sender's order, does not know that the name and number 31 identify different persons; the receiving bank does not need to determine whether the
01 name and number refer to the same person or whether the number refers to a bank; the 02 sender is obliged to compensate the receiving bank for any loss and expenses incurred 03 by the receiving bank as a result of its reliance on the number in executing or 04 attempting to execute the order; 05 (2) if the sender is not a bank and the receiving bank proves that the 06 sender, before the payment order was accepted, had notice that the receiving bank 07 might rely on the number as the proper identification of the intermediary or 08 beneficiary's bank even if it identifies a person different from the bank identified by 09 name, the rights and obligations of the sender and the receiving bank are governed by 10 (1) of this subsection [(b)(1) OF THIS SECTION], as though the sender were a bank; 11 proof of notice may be made by any admissible evidence; the receiving bank satisfies 12 the burden of proof if it proves that the sender, before the payment order was accepted, 13 signed a record [WRITING] stating the information to which the notice relates; 14 (3) regardless of whether the sender is a bank, the receiving bank may 15 rely on the name as the proper identification of the intermediary or beneficiary's bank 16 if the receiving bank, at the time it executes the sender's order, does not know that the 17 name and number identify different persons; the receiving bank does not need to 18 determine whether the name and number refer to the same person; 19 (4) if the receiving bank knows that the name and number identify 20 different persons, reliance on either the name or the number in executing the sender's 21 payment order is a breach of the obligation stated in AS 45.14.302(a)(1). 22 * Sec. 72. AS 45.14.210(a) is amended to read: 23 (a) A payment order is rejected by the receiving bank by a notice of rejection 24 transmitted to the sender orally [, ELECTRONICALLY,] or in a record [WRITING]. 25 A notice of rejection does not need to use particular words and is sufficient if it 26 indicates that the receiving bank is rejecting the order or will not execute or pay the 27 order. Rejection is effective when the notice is given if transmission is by a means that 28 is reasonable in the circumstances. If notice of rejection is given by a means that is not 29 reasonable, rejection is effective when the notice is received. If an agreement of the 30 sender and receiving bank establishes the means to be used to reject a payment order, 31 means
01 (1) complying with the agreement are reasonable; and 02 (2) not complying with the agreement are not reasonable unless 03 significant delay in receipt of the notice did not result from the use of the 04 noncomplying means. 05 * Sec. 73. AS 45.14.211(a) is amended to read: 06 (a) A communication of the sender of a payment order canceling or amending 07 the order may be transmitted to the receiving bank orally [, ELECTRONICALLY,] or 08 in a record [WRITING]. If a security procedure is in effect between the sender and 09 the receiving bank, the communication is not effective to cancel or amend the order 10 unless the communication is verified under the security procedure or the bank agrees 11 to the cancellation or amendment. 12 * Sec. 74. AS 45.14.305(c) is amended to read: 13 (c) In addition to the amounts payable under (a) and (b) of this section, 14 damages, including consequential damages, are recoverable to the extent provided in 15 an express [WRITTEN] agreement of the receiving bank, evidenced by a record. 16 * Sec. 75. AS 45.14.305(d) is amended to read: 17 (d) If a receiving bank fails to execute a payment order it was obliged by 18 express agreement to execute, the receiving bank is liable to the sender for its 19 expenses in the transaction and for incidental expenses and interest losses resulting 20 from the failure to execute. Additional damages, including consequential damages, are 21 recoverable to the extent provided in an express [WRITTEN] agreement of the 22 receiving bank, evidenced by a record, but are not otherwise recoverable. 23 * Sec. 76. AS 45.29.102(a)(2) is amended to read: 24 (2) "account," except as used in "account for," "account statement," 25 "account to," "commodity account," as defined in this subsection, "customer's 26 account," "deposit account," as defined in this subsection, "on account of," and 27 "statement of account," 28 (A) means a right to payment of a monetary obligation, 29 whether or not earned by performance, 30 (i) for property that has been or is to be sold, leased, 31 licensed, assigned, or otherwise disposed of;
01 (ii) for services rendered or to be rendered; 02 (iii) for a policy of insurance issued or to be issued; 03 (iv) for a secondary obligation incurred or to be 04 incurred; 05 (v) for energy provided or to be provided; 06 (vi) for the use or hire of a vessel under a charter or 07 other contract; 08 (vii) arising out of the use of a credit or charge card or 09 information contained on or for use with the card; or 10 (viii) as winnings in a lottery or other game of chance 11 operated or sponsored by a state, a governmental unit of a state, or a 12 person licensed or authorized to operate the game by a state or a 13 governmental unit of a state; 14 (B) includes controllable accounts and health care insurance 15 receivables; 16 (C) does not include 17 (i) [RIGHTS TO PAYMENT EVIDENCED BY] 18 chattel paper; 19 (ii) [OR BY AN INSTRUMENT,] commercial tort 20 claims; 21 (iii) [,] deposit accounts; 22 (iv) [,] investment property; 23 (v) [,] letter-of-credit rights or letters of credit; 24 (vi) [, OR] rights to payment for money or funds 25 advanced or sold, other than rights arising out of the use of a credit or 26 charge card or information contained on or for use with the card; or 27 (vii) rights to payment evidenced by an instrument; 28 * Sec. 77. AS 45.29.102(a)(3) is amended to read: 29 (3) "account debtor" means a person obligated on an account, chattel 30 paper, or general intangible, except that "account debtor" does not include persons 31 obligated to pay a negotiable instrument even if the negotiable instrument evidences
01 [CONSTITUTES PART OF] chattel paper; 02 * Sec. 78. AS 45.29.102(a)(4) is amended to read: 03 (4) "accounting," except as used in "accounting for," means a record 04 (A) signed [AUTHENTICATED] by a secured party; 05 (B) indicating the aggregate unpaid secured obligations as of a 06 date not more than 35 days earlier or 35 days later than the date of the record; 07 and 08 (C) identifying the components of the obligations in reasonable 09 detail; 10 * Sec. 79. AS 45.29.102(a)(15) is repealed and reenacted to read: 11 (15) "chattel paper" 12 (A) means 13 (i) a right to payment of a monetary obligation secured 14 by specific goods, if the right to payment and security agreement are 15 evidenced by a record; or 16 (ii) a right to payment of a monetary obligation owed by 17 a lessee under a lease agreement with respect to specific goods and a 18 monetary obligation owed by the lessee in connection with the 19 transaction giving rise to the lease, if the right to payment and lease 20 agreement are evidenced by a record and the predominant purpose of 21 the transaction giving rise to the lease was to give the lessee the right to 22 possession and use of the goods; 23 (B) does not include a right to payment arising out of a charter 24 or other contract involving the use or hire of a vessel or a right to payment 25 arising out of the use of a credit or charge card or information contained on or 26 for use with the card; 27 * Sec. 80. AS 45.29.102(a)(51) is amended to read: 28 (51) "general intangible" means personal property, including 29 [PAYMENT INTANGIBLES, SOFTWARE, AND] things in action, other than 30 accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, 31 instruments, investment property, letter-of-credit rights, letters of credit, money, and,
01 before extraction, oil, gas, or other minerals; "general intangible" includes 02 controllable electronic records, payment intangibles, and software; 03 * Sec. 81. AS 45.29.102(a)(57) is amended to read: 04 (57) "instrument" means a negotiable instrument or other writing that 05 evidences a right to the payment of a monetary obligation and is not itself a security 06 agreement or lease and is of a type that in ordinary course of business is transferred by 07 delivery with any necessary endorsement or assignment; the term does not include 08 (A) investment property; 09 (B) letters of credit; [OR] 10 (C) writings that evidence a right to payment arising out of the 11 use of a credit or charge card or information contained on or for use with the 12 card; or 13 (D) writings that evidence chattel paper; 14 * Sec. 82. AS 45.29.102(a)(78) is amended to read: 15 (78) "payment intangible" means a general intangible under which the 16 account debtor's principal obligation is a monetary obligation; "payment intangible" 17 includes a controllable payment intangible; 18 * Sec. 83. AS 45.29.102(a)(83) is amended to read: 19 (83) "proposal" means a record signed [AUTHENTICATED] by a 20 secured party that includes the terms on which the secured party is willing to accept 21 collateral in full or partial satisfaction of the obligation it secures under AS 45.29.620 22 - 45.29.622; 23 * Sec. 84. AS 45.29.102(a) is amended by adding new paragraphs to read: 24 (106) "assignee," except as used in "assignee for benefit of creditors," 25 (A) means a person 26 (i) in whose favor a security interest that secures an 27 obligation is created or provided for under a security agreement, 28 whether or not the obligation is outstanding; or 29 (ii) to which an account, chattel paper, payment 30 intangible, or promissory note has been sold; 31 (B) includes a person to which a security interest has been
01 transferred by a secured party; 02 (107) "assignor" 03 (A) means a person that 04 (i) under a security agreement, creates or provides for a 05 security interest that secures an obligation; or 06 (ii) sells an account, chattel paper, payment intangible, 07 or promissory note; 08 (B) includes a secured party that has transferred a security 09 interest to another person; 10 (108) "controllable account" means an account evidenced by a 11 controllable electronic record that provides that the account debtor undertakes to pay 12 the person that has control under AS 45.36.105 of the controllable electronic record; 13 (109) "controllable electronic record" has the meaning given in 14 AS 45.36.102; 15 (110) "controllable payment intangible" means a payment intangible 16 evidenced by a controllable electronic record that provides that the account debtor 17 undertakes to pay the person that has control under AS 45.36.105 of the controllable 18 electronic record; 19 (111) "electronic money" means money in an electronic form; 20 (112) "money" has the meaning given in AS 45.01.211(b), but does not 21 include 22 (A) a deposit account; or 23 (B) money in an electronic form that cannot be subjected to 24 control under AS 45.29.111; 25 (113) "protected purchaser" has the meaning given in AS 45.08.303; 26 (114) "qualifying purchaser" has the meaning given in AS 45.36.102; 27 (115) "tangible money" means money in a tangible form. 28 * Sec. 85. AS 45.29.104(a) is amended to read: 29 (a) A secured party has control of a deposit account if 30 (1) the secured party is the bank with which the deposit account is 31 maintained;
01 (2) the debtor, secured party, and bank have agreed in a signed [AN 02 AUTHENTICATED] record that the bank will comply with instructions originated by 03 the secured party directing disposition of the funds in the deposit account without 04 further consent by the debtor; [OR] 05 (3) the secured party becomes the bank's customer with respect to the 06 deposit account; or 07 (4) another person, other than the debtor, 08 (A) has control of the deposit account and acknowledges 09 that it has control on behalf of the secured party; or 10 (B) obtains control of the deposit account after having 11 acknowledged that it will obtain control of the deposit account on behalf 12 of the secured party. 13 * Sec. 86. AS 45.29.105 is repealed and reenacted to read: 14 Sec. 45.29.105. Control of electronic copy of record evidencing chattel 15 paper. (a) A purchaser has control of an authoritative electronic copy of a record 16 evidencing chattel paper if a system employed for evidencing the assignment of 17 interests in the chattel paper reliably establishes the purchaser as the person to which 18 the authoritative electronic copy was assigned. 19 (b) A system satisfies (a) of this section if the record or records evidencing the 20 chattel paper are created, stored, and assigned in a manner that 21 (1) a single authoritative copy of the record or records exists that is 22 unique, identifiable, and, except as otherwise provided in (4), (5), and (6) of this 23 subsection, unalterable; 24 (2) the authoritative copy identifies the purchaser as the assignee of the 25 record or records; 26 (3) the authoritative copy is communicated to and maintained by the 27 purchaser or its designated custodian; 28 (4) copies or amendments that add or change an identified assignee of 29 the authoritative copy can be made only with the consent of the purchaser; 30 (5) each copy of the authoritative copy and any copy of a copy is 31 readily identifiable as a copy that is not the authoritative copy; and
01 (6) any amendment of the authoritative copy is readily identifiable as 02 authorized or unauthorized. 03 (c) A system satisfies (a) of this section, and a purchaser has control of an 04 authoritative electronic copy of a record evidencing chattel paper, if the electronic 05 copy, a record attached to or logically associated with the electronic copy, or a system 06 in which the electronic copy is recorded 07 (1) enables the purchaser readily to identify each electronic copy as 08 either an authoritative copy or a nonauthoritative copy; 09 (2) enables the purchaser readily to identify itself in any way, 10 including by name, identifying number, cryptographic key, office, or account number, 11 as the assignee of the authoritative electronic copy; and 12 (3) gives the purchaser exclusive power, subject to (d) of this section, 13 to 14 (A) prevent others from adding or changing an identified 15 assignee of the authoritative electronic copy; and 16 (B) transfer control of the authoritative electronic copy. 17 (d) Subject to (e) of this section, a power is exclusive under (c)(3)(A) and (B) 18 of this section even if 19 (1) the authoritative electronic copy, a record attached to or logically 20 associated with the authoritative electronic copy, or a system in which the 21 authoritative electronic copy is recorded limits the use of the authoritative electronic 22 copy or has a protocol programmed to cause a change, including a transfer or loss of 23 control; or 24 (2) the power is shared with another person. 25 (e) A power of a purchaser is not shared with another person under (d)(2) of 26 this section and the purchaser's power is not exclusive if 27 (1) the purchaser can exercise the power only if the power also is 28 exercised by the other person; and 29 (2) the other person 30 (A) can exercise the power without exercise of the power by 31 the purchaser; or
01 (B) is the transferor to the purchaser of an interest in the chattel 02 paper. 03 (f) If a purchaser has the powers specified in (c)(3)(A) and (B) of this section, 04 the powers are presumed to be exclusive. 05 (g) A purchaser has control of an authoritative electronic copy of a record 06 evidencing chattel paper if another person, other than the transferor to the purchaser of 07 an interest in the chattel paper, 08 (1) has control of the authoritative electronic copy and acknowledges 09 that it has control on behalf of the purchaser; or 10 (2) obtains control of the authoritative electronic copy after having 11 acknowledged that it will obtain control of the electronic copy on behalf of the 12 purchaser. 13 * Sec. 87. AS 45.29 is amended by adding new sections to article 1 to read: 14 Sec. 45.29.111. Control of electronic money. (a) A person has control of 15 electronic money if 16 (1) the electronic money, a record attached to or logically associated 17 with the electronic money, or a system in which the electronic money is recorded 18 gives the person 19 (A) power to avail itself of substantially all the benefit from the 20 electronic money; and 21 (B) exclusive power, subject to (b) of this section, to 22 (i) prevent others from availing themselves of 23 substantially all the benefit from the electronic money; and 24 (ii) transfer control of the electronic money to another 25 person or cause another person to obtain control of other electronic 26 money as a result of the transfer of the electronic money; and 27 (2) the electronic money, a record attached to or logically associated 28 with the electronic money, or a system in which the electronic money is recorded 29 enables the person readily to identify itself in any way, including by name, identifying 30 number, cryptographic key, office, or account number, as having the powers under (1) 31 of this subsection.
01 (b) Subject to (c) of this section, a power is exclusive under (a)(1)(B)(i) and 02 (ii) of this section even if 03 (1) the electronic money, a record attached to or logically associated 04 with the electronic money, or a system in which the electronic money is recorded 05 limits the use of the electronic money or has a protocol programmed to cause a 06 change, including a transfer or loss of control; or 07 (2) the power is shared with another person. 08 (c) A power of a person is not shared with another person under (b)(2) of this 09 section and the person's power is not exclusive if 10 (1) the person can exercise the power only if the power also is 11 exercised by the other person; and 12 (2) the other person 13 (A) can exercise the power without exercise of the power by 14 the person; or 15 (B) is the transferor to the person of an interest in the electronic 16 money. 17 (d) If a person has the powers specified in (a)(1)(B)(i) and (ii) of this section, 18 the powers are presumed to be exclusive. 19 (e) A person has control of electronic money if another person, other than the 20 transferor to the person of an interest in the electronic money, 21 (1) has control of the electronic money and acknowledges that it has 22 control on behalf of the person; or 23 (2) obtains control of the electronic money after having acknowledged 24 that it will obtain control of the electronic money on behalf of the person. 25 Sec. 45.29.112. Control of controllable electronic record, controllable 26 account, or controllable payment intangible. (a) A secured party has control of a 27 controllable electronic record as provided in AS 45.36.105. 28 (b) A secured party has control of a controllable account or controllable 29 payment intangible if the secured party has control of the controllable electronic 30 record that evidences the controllable account or controllable payment intangible. 31 Sec. 45.29.113. No requirement to acknowledge or confirm; no duties. (a)
01 A person that has control under AS 45.29.104, 45.29.105, or 45.29.111 is not required 02 to acknowledge that it has control on behalf of another person. 03 (b) If a person acknowledges that it has or will obtain control on behalf of 04 another person, unless the person otherwise agrees or law other than this chapter 05 otherwise provides, the person does not owe a duty to the other person and is not 06 required to confirm the acknowledgment to another person. 07 * Sec. 88. AS 45.29.203(b) is amended to read: 08 (b) Except as otherwise provided in (c) - (i) of this section, a security interest 09 is enforceable against the debtor and third parties with respect to the collateral only if 10 (1) value has been given; 11 (2) the debtor has rights in the collateral or the power to transfer rights 12 in the collateral to a secured party; and 13 (3) one of the following conditions is met: 14 (A) the debtor has signed [AUTHENTICATED] a security 15 agreement that provides a description of the collateral and, if the security 16 interest covers timber to be cut, a description of the land concerned; 17 (B) the collateral is not a certificated security and is in the 18 possession of the secured party under AS 45.29.313 under the debtor's security 19 agreement; 20 (C) the collateral is a certificated security in registered form, 21 and the security certificate has been delivered to the secured party under 22 AS 45.08.301 under the debtor's security agreement; [OR] 23 (D) the collateral is controllable accounts, controllable 24 electronic records, controllable payment intangibles, deposit accounts, 25 electronic documents, electronic money [CHATTEL PAPER], investment 26 property, or letter-of-credit rights, [OR ELECTRONIC DOCUMENTS,] and 27 the secured party has control under AS 45.07.116, AS 45.29.104, [45.29.105,] 28 45.29.106, [OR] 45.29.107, 45.29.111, or 45.29.112 under the debtor's security 29 agreement; or 30 (E) the collateral is chattel paper and the secured party has 31 possession and control under AS 45.29.345 under the debtor's security
01 agreement. 02 * Sec. 89. AS 45.29.204(b) is amended to read: 03 (b) Subject to (d) of this section, a [A] security interest does not attach under 04 a term constituting an after-acquired property clause to 05 (1) consumer goods, other than an accession when given as additional 06 security, unless the debtor acquires rights in them within 10 days after the secured 07 party gives value; or 08 (2) a commercial tort claim. 09 * Sec. 90. AS 45.29.204 is amended by adding a new subsection to read: 10 (d) Subsection (b) of this section does not prevent a security interest from 11 attaching 12 (1) to consumer goods as proceeds under AS 45.29.315(a) or 13 commingled goods under AS 45.29.336(c); 14 (2) to a commercial tort claim as proceeds under AS 45.29.315(a); or 15 (3) under an after-acquired property clause to property that is proceeds 16 of consumer goods or a commercial tort claim. 17 * Sec. 91. AS 45.29.207(c) is amended to read: 18 (c) Except as otherwise provided in (d) of this section, a secured party having 19 possession of collateral or control of collateral under AS 45.07.116, AS 45.29.104, 20 45.29.105, 45.29.106, [OR] 45.29.107, 45.29.111, or 45.29.112 21 (1) may hold as additional security any proceeds, except money or 22 funds, received from the collateral; 23 (2) shall apply money or funds received from the collateral to reduce 24 the secured obligation unless remitted to the debtor; and 25 (3) may create a security interest in the collateral. 26 * Sec. 92. AS 45.29.208(b) is amended to read: 27 (b) Within 10 days after receiving a signed [AN AUTHENTICATED] 28 demand by the debtor, a secured party 29 (1) having control of a deposit account under AS 45.29.104(a)(2) shall 30 send to the bank with which the deposit account is maintained a signed record [AN 31 AUTHENTICATED STATEMENT] that releases the bank from further obligation to
01 comply with instructions originated by the secured party; 02 (2) having control of a deposit account under AS 45.29.104(a)(3) shall 03 (A) pay the debtor the balance on deposit in the deposit 04 account; or 05 (B) transfer the balance on deposit into a deposit account in the 06 debtor's name; 07 (3) other than a buyer, having control under AS 45.29.105 of an 08 authoritative electronic copy of a record evidencing chattel paper shall transfer 09 control of the electronic copy to the debtor or a person designated by the debtor 10 [OF ELECTRONIC CHATTEL PAPER UNDER AS 45.29.105 SHALL 11 (A) COMMUNICATE THE AUTHORITATIVE COPY OF 12 THE ELECTRONIC CHATTEL PAPER TO THE DEBTOR OR ITS 13 DESIGNATED CUSTODIAN; 14 (B) IF THE DEBTOR DESIGNATES A CUSTODIAN THAT 15 IS THE DESIGNATED CUSTODIAN WITH WHICH THE 16 AUTHORITATIVE COPY OF THE ELECTRONIC CHATTEL PAPER IS 17 MAINTAINED FOR THE SECURED PARTY, COMMUNICATE TO THE 18 CUSTODIAN AN AUTHENTICATED RECORD RELEASING THE 19 DESIGNATED CUSTODIAN FROM FURTHER OBLIGATION TO 20 COMPLY WITH INSTRUCTIONS ORIGINATED BY THE SECURED 21 PARTY AND INSTRUCTING THE CUSTODIAN TO COMPLY WITH 22 INSTRUCTIONS ORIGINATED BY THE DEBTOR; AND 23 (C) TAKE APPROPRIATE ACTION TO ENABLE THE 24 DEBTOR OR ITS DESIGNATED CUSTODIAN TO MAKE COPIES OF OR 25 REVISIONS TO THE AUTHORITATIVE COPY THAT ADD OR CHANGE 26 AN IDENTIFIED ASSIGNEE OF THE AUTHORITATIVE COPY 27 WITHOUT THE CONSENT OF THE SECURED PARTY]; 28 (4) having control of investment property under AS 45.08.106(d)(2) or 29 AS 45.29.106(b) shall send to the securities intermediary or commodity intermediary 30 with which the security entitlement or commodity contract is maintained a signed 31 [AN AUTHENTICATED] record that releases the securities intermediary or
01 commodity intermediary from further obligation to comply with entitlement orders or 02 directions originated by the secured party; 03 (5) having control of a letter-of-credit right under AS 45.29.107 shall 04 send to each person having an unfulfilled obligation to pay or deliver proceeds of the 05 letter of credit to the secured party a signed [AN AUTHENTICATED] release from 06 further obligation to pay or deliver proceeds of the letter of credit to the secured party; 07 [AND] 08 (6) having control under AS 45.07.116 of an authoritative electronic 09 copy of an electronic document shall transfer control of the electronic copy to the 10 debtor or a person designated by the debtor; 11 (7) having control under AS 45.29.111 of electronic money shall 12 transfer control of the electronic money to the debtor or a person designated by 13 the debtor; and 14 (8) having control under AS 45.36.105 of a controllable electronic 15 record, other than a buyer of a controllable account or controllable payment 16 intangible evidenced by the controllable electronic record, shall transfer control 17 of the controllable electronic record to the debtor or a person designated by the 18 debtor [OF AN ELECTRONIC DOCUMENT SHALL 19 (A) GIVE CONTROL OF THE ELECTRONIC DOCUMENT 20 TO THE DEBTOR OR ITS DESIGNATED CUSTODIAN; 21 (B) IF THE DEBTOR DESIGNATES A CUSTODIAN WHO 22 IS THE DESIGNATED CUSTODIAN WITH WHOM THE 23 AUTHORITATIVE COPY OF THE ELECTRONIC DOCUMENT IS 24 MAINTAINED FOR THE SECURED PARTY, COMMUNICATE TO THE 25 CUSTODIAN AN AUTHENTICATED RECORD RELEASING THE 26 DESIGNATED CUSTODIAN FROM FURTHER OBLIGATION TO 27 COMPLY WITH INSTRUCTIONS ORIGINATED BY THE SECURED 28 PARTY AND INSTRUCTING THE CUSTODIAN TO COMPLY WITH 29 INSTRUCTIONS ORIGINATED BY THE DEBTOR; AND 30 (C) TAKE APPROPRIATE ACTION TO ENABLE THE 31 DEBTOR OR ITS DESIGNATED CUSTODIAN TO MAKE COPIES OF OR
01 REVISIONS TO THE AUTHORITATIVE COPY THAT ADD OR CHANGE 02 AN IDENTIFIED ASSIGNEE OF THE AUTHORITATIVE COPY 03 WITHOUT THE CONSENT OF THE SECURED PARTY]. 04 * Sec. 93. AS 45.29.209(b) is amended to read: 05 (b) Within 10 days after receiving a signed [AN AUTHENTICATED] 06 demand by the debtor, a secured party shall send to an account debtor that has 07 received notification under AS 45.29.406(a) or AS 45.36.106(b) of an assignment to 08 the secured party as assignee a signed [UNDER AS 45.29.406(a) AN 09 AUTHENTICATED] record that releases the account debtor from further obligation 10 to the secured party. 11 * Sec. 94. AS 45.29.210(a)(2) is amended to read: 12 (2) "request for an accounting" means a record signed 13 [AUTHENTICATED] by a debtor requesting that the recipient provide an accounting 14 of the unpaid obligations secured by collateral and reasonably identifying the 15 transaction or relationship that is the subject of the request; 16 * Sec. 95. AS 45.29.210(a)(3) is amended to read: 17 (3) "request regarding a list of collateral" means a record signed 18 [AUTHENTICATED] by a debtor requesting that the recipient approve or correct a 19 list of what the debtor believes to be the collateral securing an obligation and 20 reasonably identifying the transaction or relationship that is the subject of the request; 21 * Sec. 96. AS 45.29.210(a)(4) is amended to read: 22 (4) "request regarding a statement of account" means a record signed 23 [AUTHENTICATED] by a debtor requesting that the recipient approve or correct a 24 statement indicating what the debtor believes to be the aggregate amount of unpaid 25 obligations secured by collateral as of a specified date and reasonably identifying the 26 transaction or relationship that is the subject of the request. 27 * Sec. 97. AS 45.29.210(b) is amended to read: 28 (b) Subject to (c) - (f) of this section, a secured party, other than a buyer of 29 accounts, chattel paper, payment intangibles, or promissory notes or a consignor, shall 30 comply with a request within 14 days after receipt 31 (1) in the case of a request for an accounting, by signing
01 [AUTHENTICATING] and sending to the debtor an accounting; and 02 (2) in the case of a request regarding a list of collateral or a request 03 regarding a statement of account, by signing [AUTHENTICATING] and sending to 04 the debtor an approval or correction. 05 * Sec. 98. AS 45.29.210(c) is amended to read: 06 (c) A secured party that claims a security interest in all of a particular type of 07 collateral owned by the debtor may comply with a request regarding a list of collateral 08 by sending to the debtor a signed [AN AUTHENTICATED] record including a 09 statement to that effect within 14 days after receipt. 10 * Sec. 99. AS 45.29.210(d) is amended to read: 11 (d) A person who receives a request regarding a list of collateral, who claims 12 no interest in the collateral when the person receives the request, and who claimed an 13 interest in the collateral at an earlier time shall comply with the request within 14 days 14 after receipt by sending to the debtor a signed [AN AUTHENTICATED] record 15 (1) disclaiming interest in the collateral; and 16 (2) if known to the recipient, providing the name and mailing address 17 of an assignee of or successor to the recipient's interest in the collateral. 18 * Sec. 100. AS 45.29.210(e) is amended to read: 19 (e) A person who receives a request for an accounting or a request regarding a 20 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 a 23 signed [AN 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 * Sec. 101. AS 45.29.301 is amended to read: 28 Sec. 45.29.301. Law governing perfection and priority of security interests. 29 Except as otherwise provided in AS 45.29.303 - 45.29.306 and 45.29.344, the 30 following rules determine the law governing perfection, the effect of perfection or 31 nonperfection, and the priority of a security interest in collateral:
01 (1) except as otherwise provided in this section, while a debtor is 02 located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect 03 of perfection or nonperfection, and the priority of a security interest in collateral; 04 (2) while collateral is located in a jurisdiction, the local law of that 05 jurisdiction governs perfection, the effect of perfection or nonperfection, and the 06 priority of a possessory security interest in that collateral; 07 (3) except as otherwise provided in (4) of this section, while 08 [TANGIBLE] negotiable tangible documents, goods, instruments, or tangible money 09 [, OR TANGIBLE CHATTEL PAPER] is located in a jurisdiction, the local law of 10 that jurisdiction governs 11 (A) perfection of a security interest in the goods by filing a 12 fixture filing; 13 (B) perfection of a security interest in timber to be cut; and 14 (C) the effect of perfection or nonperfection and the priority of 15 a nonpossessory security interest in the collateral; 16 (4) the local law of the jurisdiction in which the wellhead or minehead 17 is located governs perfection, the effect of perfection or nonperfection, and the priority 18 of a security interest in as-extracted collateral. 19 * Sec. 102. AS 45.29.304(a) is amended to read: 20 (a) The local law of a bank's jurisdiction governs perfection, the effect of 21 perfection or nonperfection, and the priority of a security interest in a deposit account 22 maintained with that bank even if the transaction does not bear any relation to the 23 bank's jurisdiction. 24 * Sec. 103. AS 45.29.304(b) is amended to read: 25 (b) The following rules determine a bank's jurisdiction for purposes of 26 AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342]: 27 (1) if an agreement between the bank and the debtor governing the 28 deposit account expressly provides that a particular jurisdiction is the bank's 29 jurisdiction for purposes of AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342], this 30 chapter, or the code, that jurisdiction is the bank's jurisdiction; 31 (2) if (1) of this subsection does not apply and an agreement between
01 the bank and its customer governing the deposit account expressly provides that the 02 agreement is governed by the law of a particular jurisdiction, that jurisdiction is the 03 bank's jurisdiction; 04 (3) if neither (1) nor (2) of this subsection applies and an agreement 05 between the bank and its customer governing the deposit account expressly provides 06 that the deposit account is maintained at an office in a particular jurisdiction, that 07 jurisdiction is the bank's jurisdiction; 08 (4) if (1), (2), or (3) of this subsection does not apply, the bank's 09 jurisdiction is the jurisdiction in which the office identified in an account statement as 10 the office serving the customer's account is located; 11 (5) if (1), (2), (3), or (4) of this subsection does not apply, the bank's 12 jurisdiction is the jurisdiction in which the chief executive office of the bank is 13 located. 14 * Sec. 104. AS 45.29.305(a) is amended to read: 15 (a) Except as otherwise provided in (c) of this section, the following rules 16 apply: 17 (1) while a security certificate is located in a jurisdiction, the local law 18 of that jurisdiction governs perfection, the effect of perfection or nonperfection, and 19 the priority of a security interest in the certificated security represented by the security 20 certificate; 21 (2) the local law of the issuer's jurisdiction as specified in 22 AS 45.08.110 governs perfection, the effect of perfection or nonperfection, and the 23 priority of a security interest in an uncertificated security; 24 (3) the local law of the securities intermediary's jurisdiction as 25 specified in AS 45.08.110(e) governs perfection, the effect of perfection or 26 nonperfection, and the priority of a security interest in a security entitlement or 27 securities account; 28 (4) the local law of the commodity intermediary's jurisdiction governs 29 perfection, the effect of perfection or nonperfection, and the priority of a security 30 interest in a commodity contract or commodity account; 31 (5) the rules specified in (2) - (4) of this subsection apply even if the
01 transaction does not bear any relation to the jurisdiction. 02 * Sec. 105. AS 45.29.305(b) is amended to read: 03 (b) The following rules determine a commodity intermediary's jurisdiction for 04 purposes of AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342]: 05 (1) if an agreement between the commodity intermediary and 06 commodity customer governing the commodity account expressly provides that a 07 particular jurisdiction is the commodity intermediary's jurisdiction for purposes of 08 AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342], this chapter, or the code, that 09 jurisdiction is the commodity intermediary's jurisdiction; 10 (2) if (1) of this subsection does not apply and an agreement between 11 the commodity intermediary and commodity customer governing the commodity 12 account expressly provides that the agreement is governed by the law of a particular 13 jurisdiction, that jurisdiction is the commodity intermediary's jurisdiction; 14 (3) if neither (1) nor (2) of this subsection applies and an agreement 15 between the commodity intermediary and commodity customer governing the 16 commodity account expressly provides that the commodity account is maintained at an 17 office in a particular jurisdiction, that jurisdiction is the commodity intermediary's 18 jurisdiction; 19 (4) if (1), (2), or (3) of this subsection does not apply, the commodity 20 intermediary's jurisdiction is the jurisdiction in which the office identified in an 21 account statement as the office serving the commodity customer's account is located; 22 (5) if (1), (2), (3), or (4) of this subsection does not apply, the 23 commodity intermediary's jurisdiction is the jurisdiction in which the chief executive 24 office of the commodity intermediary is located. 25 * Sec. 106. AS 45.29.306(b) is amended to read: 26 (b) For purposes of AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342], an 27 issuer's jurisdiction or nominated person's jurisdiction is the jurisdiction whose law 28 governs the liability of the issuer or nominated person with respect to the letter-of- 29 credit right as provided in AS 45.05.116. 30 * Sec. 107. AS 45.29.307(k) is amended to read: 31 (k) This section applies only for purposes of AS 45.29.301 - 45.29.346
01 [AS 45.29.301 - 45.29.342]. 02 * Sec. 108. AS 45.29.310(b) is amended to read: 03 (b) The filing of a financing statement is not necessary to perfect a security 04 interest 05 (1) that is perfected under AS 45.29.308(d), (e), (f), or (g); 06 (2) that is perfected under AS 45.29.309 when it attaches; 07 (3) in property subject to a statute, regulation, or treaty described in 08 AS 45.29.311(a); 09 (4) in goods in possession of a bailee that is perfected under 10 AS 45.29.312(d)(1) or (2); 11 (5) in certificated securities, documents, goods, or instruments that is 12 perfected without filing, control, or possession under AS 45.29.312(e), (f), or (g); 13 (6) in collateral in the secured party's possession under AS 45.29.313; 14 (7) in a certificated security that is perfected by delivery of the security 15 certificate to the secured party under AS 45.29.313; 16 (8) in controllable accounts, controllable electronic records, 17 controllable payment intangibles, deposit accounts, [ELECTRONIC CHATTEL 18 PAPER,] electronic documents, investment property, or letter-of-credit rights that is 19 perfected by control under AS 45.29.314; 20 (9) in chattel paper that is perfected by possession and control 21 under AS 45.29.345; 22 (10) in proceeds that is perfected under AS 45.29.315; or 23 (11) [(10)] that is perfected under AS 45.29.316. 24 * Sec. 109. AS 45.29.312(a) is amended to read: 25 (a) A security interest in chattel paper, controllable accounts, controllable 26 electronic records, controllable payment intangibles, [NEGOTIABLE 27 DOCUMENTS,] instruments, [OR] investment property, or negotiable documents 28 may be perfected by filing. 29 * Sec. 110. AS 45.29.312(b) is amended to read: 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 04 AS 45.29.314; [AND] 05 (3) a security interest in tangible money may be perfected only by the 06 secured party's taking possession under AS 45.29.313; and 07 (4) a security interest in electronic money may be perfected only 08 by control under AS 45.29.314. 09 * Sec. 111. AS 45.29.312(e) is amended to read: 10 (e) A security interest in certificated securities, negotiable documents, or 11 instruments is perfected without filing or the taking of possession or control for a 12 period of 20 days from the time the security interest attaches to the extent that it arises 13 for new value given under a signed [AN AUTHENTICATED] security agreement. 14 * Sec. 112. AS 45.29.313(a) is amended to read: 15 (a) Except as otherwise provided in (b) of this section, a secured party may 16 perfect a security interest in [TANGIBLE NEGOTIABLE DOCUMENTS,] goods, 17 instruments, negotiable tangible documents, or tangible money [, OR TANGIBLE 18 CHATTEL PAPER] by taking possession of the collateral. A secured party may 19 perfect a security interest in certificated securities by taking delivery of the certificated 20 securities under AS 45.08.301. 21 * Sec. 113. AS 45.29.313(c) is amended to read: 22 (c) With respect to collateral other than certificated securities and goods 23 covered by a document, a secured party takes possession of collateral in the possession 24 of a person other than the debtor, the secured party, or a lessee of the collateral from 25 the debtor in the ordinary course of the debtor's business, when the person 26 (1) in possession signs [AUTHENTICATES] a record acknowledging 27 that the person holds possession of the collateral for the secured party's benefit; or 28 (2) takes possession of the collateral after having signed 29 [AUTHENTICATED] a record acknowledging that it will hold possession of the 30 collateral for the secured party's benefit. 31 * Sec. 114. AS 45.29.313(d) is amended to read:
01 (d) If perfection of a security interest depends on [UPON] possession of the 02 collateral by a secured party, perfection occurs not [NO] earlier than the time the 03 secured party takes possession and continues only while the secured party retains 04 possession. 05 * Sec. 115. AS 45.29.314 is amended to read: 06 Sec. 45.29.314. Perfection by control. (a) A security interest in controllable 07 accounts, controllable electronic records, controllable payment intangibles, 08 deposit accounts, electronic documents, electronic money [CHATTEL PAPER], 09 investment property, or letter-of-credit rights [, OR ELECTRONIC DOCUMENTS] 10 may be perfected by control of the collateral under AS 45.07.116, AS 45.29.104, 11 [45.29.105,] 45.29.106, [OR] 45.29.107, 45.29.111, or 45.29.112. 12 (b) A security interest in controllable accounts, controllable electronic 13 records, controllable payment intangibles, deposit accounts, electronic documents, 14 electronic money, or [CHATTEL PAPER,] letter-of-credit rights [, OR 15 ELECTRONIC DOCUMENTS] is perfected by control under AS 45.07.116, 16 AS 45.29.104, [45.29.105, OR] 45.29.107, 45.29.111, or 45.29.112 not earlier than 17 the time [WHEN] the secured party obtains control and remains perfected by control 18 only while the secured party retains control. 19 (c) A security interest in investment property is perfected by control under 20 AS 45.29.106 not earlier than [FROM] the time the secured party obtains control and 21 remains perfected by control until 22 (1) the secured party does not have control; and 23 (2) one of the following occurs: 24 (A) if the collateral is a certificated security, the debtor has or 25 acquires possession of the security certificate; 26 (B) if the collateral is an uncertificated security, the issuer has 27 registered or registers the debtor as the registered owner; or 28 (C) if the collateral is a security entitlement, the debtor is or 29 becomes the entitlement holder. 30 * Sec. 116. AS 45.29.316(a) is amended to read: 31 (a) A security interest perfected under the law of the jurisdiction designated in
01 AS 45.29.301(1), [OR] 45.29.305(c), 45.29.343(d), or 45.29.344(b) remains perfected 02 until the earliest of 03 (1) the time perfection would have ceased under the law of that 04 jurisdiction; 05 (2) the expiration of four months after a change of the debtor's location 06 to another jurisdiction; or 07 (3) the expiration of one year after a transfer of collateral to a person 08 who thereby becomes a debtor and is located in another jurisdiction. 09 * Sec. 117. AS 45.29.316(f) is amended to read: 10 (f) A security interest in chattel paper, controllable accounts, controllable 11 electronic records, controllable payment intangibles, deposit accounts, letter-of- 12 credit rights, or investment property that is perfected under the law of the chattel 13 paper's jurisdiction, the controllable electronic record's jurisdiction, the bank's 14 jurisdiction, the issuer's jurisdiction, a nominated person's jurisdiction, the securities 15 intermediary's jurisdiction, or the commodity intermediary's jurisdiction, as applicable, 16 remains perfected until the earlier of 17 (1) the time the security interest would have become unperfected under 18 the law of that jurisdiction; or 19 (2) the expiration of four months after a change of the applicable 20 jurisdiction to another jurisdiction. 21 * Sec. 118. AS 45.29.317(b) is amended to read: 22 (b) Except as otherwise provided in (e) of this section, a buyer, other than a 23 secured party, of [TANGIBLE CHATTEL PAPER, TANGIBLE DOCUMENTS,] 24 goods, instruments, tangible documents, or a certificated security takes free of a 25 security interest or agricultural lien if the buyer gives value and receives delivery of 26 the collateral without knowledge of the security interest or agricultural lien and before 27 it is perfected. 28 * Sec. 119. AS 45.29.317(d) is amended to read: 29 (d) Subject to (f) - (i) of this section, a [A] licensee of a general intangible or 30 a buyer, other than a secured party, of collateral other than electronic money 31 [TANGIBLE CHATTEL PAPER, TANGIBLE DOCUMENTS], goods, instruments,
01 tangible documents, or a certificated security takes free of a security interest if the 02 licensee or buyer gives value without knowledge of the security interest and before it 03 is perfected. 04 * Sec. 120. AS 45.29.317 is amended by adding new subsections to read: 05 (f) A buyer, other than a secured party, of chattel paper takes free of a security 06 interest if, without knowledge of the security interest and before it is perfected, the 07 buyer gives value and 08 (1) receives delivery of each authoritative tangible copy of the record 09 evidencing the chattel paper; and 10 (2) if each authoritative electronic copy of the record evidencing the 11 chattel paper can be subjected to control under AS 45.29.105, obtains control of each 12 authoritative electronic copy. 13 (g) A buyer of an electronic document takes free of a security interest if, 14 without knowledge of the security interest and before it is perfected, the buyer gives 15 value and, if each authoritative electronic copy of the document can be subjected to 16 control under AS 45.07.116, obtains control of each authoritative electronic copy. 17 (h) A buyer of a controllable electronic record takes free of a security interest 18 if, without knowledge of the security interest and before it is perfected, the buyer gives 19 value and obtains control of the controllable electronic record. 20 (i) A buyer, other than a secured party, of a controllable account or a 21 controllable payment intangible takes free of a security interest if, without knowledge 22 of the security interest and before it is perfected, the buyer gives value and obtains 23 control of the controllable account or controllable payment intangible. 24 * Sec. 121. AS 45.29.319(b) is amended to read: 25 (b) For purposes of determining the rights of a creditor of a consignee, law 26 other than this chapter determines the rights and title of a consignee while goods are in 27 the consignee's possession if, under AS 45.29.301 - 45.29.346 [AS 45.29.301 - 28 45.29.342], a perfected security interest held by the consignor would have priority 29 over the rights of the creditor. 30 * Sec. 122. AS 45.29.322(f) is amended to read: 31 (f) The provisions of (a) - (e) of this section are subject to
01 (1) the provisions of (g) of this section and the other provisions of 02 AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342]; 03 (2) AS 45.04.210 with respect to a security interest of a collecting 04 bank; 05 (3) AS 45.05.118 with respect to a security interest of an issuer or 06 nominated person; and 07 (4) AS 45.29.110 with respect to a security interest arising under 08 AS 45.02 or AS 45.12. 09 * Sec. 123. AS 45.29.323(d) is amended to read: 10 (d) Except as otherwise provided in (e) of this section, a buyer of goods 11 [OTHER THAN A BUYER IN ORDINARY COURSE OF BUSINESS] takes free of 12 a security interest to the extent that it secures advances made after the earlier of 13 (1) the time the secured party acquires knowledge of the buyer's 14 purchase; or 15 (2) 45 days after the purchase. 16 * Sec. 124. AS 45.29.323(f) is amended to read: 17 (f) Except as otherwise provided in (g) of this section, a lessee of goods [, 18 OTHER THAN A LESSEE IN ORDINARY COURSE OF BUSINESS,] takes the 19 leasehold interest free of a security interest to the extent that it secures advances made 20 after the earlier of 21 (1) the time the secured party acquires knowledge of the lease; or 22 (2) 45 days after the lease contract becomes enforceable. 23 * Sec. 125. AS 45.29.324(b) is amended to read: 24 (b) Subject to (c) of this section and except as otherwise provided in (g) of this 25 section, a perfected purchase money security interest in inventory has priority over a 26 conflicting security interest in the same inventory, has priority over a conflicting 27 security interest in chattel paper or an instrument constituting proceeds of the 28 inventory and in proceeds of the chattel paper if so provided in AS 45.29.330, and, 29 except as otherwise provided in AS 45.29.327, also has priority in identifiable cash 30 proceeds of the inventory to the extent the identifiable cash proceeds are received on 31 or before the delivery of the inventory to a buyer if
01 (1) the purchase money security interest is perfected when the debtor 02 receives possession of the inventory; 03 (2) the purchase money secured party sends a signed [AN 04 AUTHENTICATED] notification to the holder of the conflicting security interest; 05 (3) the holder of the conflicting security interest receives the 06 notification within five years before the debtor receives possession of the inventory; 07 and 08 (4) the notification states that the person sending the notification has or 09 expects to acquire a purchase money security interest in inventory of the debtor and 10 describes the inventory. 11 * Sec. 126. AS 45.29.324(d) is amended to read: 12 (d) Subject to (e) of this section and except as otherwise provided in (g) of this 13 section, a perfected purchase money security interest in livestock that are farm 14 products has priority over a conflicting security interest in the same livestock, and, 15 except as otherwise provided in AS 45.29.327, a perfected security interest in their 16 identifiable proceeds and identifiable products in their unmanufactured states also has 17 priority if 18 (1) the purchase money security interest is perfected when the debtor 19 receives possession of the livestock; 20 (2) the purchase money secured party sends a signed [AN 21 AUTHENTICATED] notification to the holder of the conflicting security interest; 22 (3) the holder of the conflicting security interest receives the 23 notification within six months before the debtor receives possession of the livestock; 24 and 25 (4) the notification states that the person sending the notification has or 26 expects to acquire a purchase money security interest in livestock of the debtor and 27 describes the livestock. 28 * Sec. 127. AS 45.29.326(b) is amended to read: 29 (b) The other provisions of AS 45.29.301 - 45.29.346 [AS 45.29.301 - 30 45.29.342] determine the priority among conflicting security interests in the same 31 collateral perfected by filed financing statements described in (a) of this section.
01 However, if the security agreements to which a new debtor became bound as debtor 02 were not entered into by the same original debtor, the conflicting security interests 03 rank according to priority in time of the new debtor's having become bound. 04 * Sec. 128. AS 45.29.330(a) is amended to read: 05 (a) A purchaser of chattel paper has priority over a security interest in the 06 chattel paper that is claimed merely as proceeds of inventory subject to a security 07 interest if 08 (1) in good faith and in the ordinary course of the purchaser's business, 09 the purchaser gives new value, [AND] takes possession of each authoritative 10 tangible copy of the record evidencing the chattel paper, and [OR] obtains control 11 under AS 45.29.105 of each authoritative electronic copy of the record evidencing 12 [OF] the chattel paper [UNDER AS 45.29.105]; and 13 (2) the authoritative copies of the record evidencing the chattel 14 paper do [DOES] not indicate that the chattel paper [IT] has been assigned to an 15 identified assignee other than the purchaser. 16 * Sec. 129. AS 45.29.330(b) is amended to read: 17 (b) A purchaser of chattel paper has priority over a security interest in the 18 chattel paper that is claimed other than merely as proceeds of inventory subject to a 19 security interest if the purchaser gives new value, [AND] takes possession of each 20 authoritative tangible copy of the record evidencing the chattel paper, and [OR] 21 obtains control under AS 45.29.105 of each authoritative electronic copy of the 22 record evidencing [OF] the chattel paper [UNDER AS 45.29.105] in good faith, in 23 the ordinary course of the purchaser's business, and without knowledge that the 24 purchase violates the rights of the secured party. 25 * Sec. 130. AS 45.29.330(f) is amended to read: 26 (f) For purposes of (b) and (d) of this section, if the authoritative copies of 27 the record evidencing chattel paper or an instrument indicate [INDICATES] that the 28 chattel paper or instrument [IT] has been assigned to an identified secured party 29 other than the purchaser, a purchaser of the chattel paper or instrument has knowledge 30 that the purchase violates the rights of the secured party. 31 * Sec. 131. AS 45.29.331(a) is amended to read:
01 (a) This chapter does not limit the rights of a holder in due course of a 02 negotiable instrument, a holder to which a negotiable document of title has been duly 03 negotiated, [OR] a protected purchaser of a security, or a qualifying purchaser of a 04 controllable account, controllable electronic record, or controllable payment 05 intangible. These holders or purchasers take priority over an earlier security interest, 06 even if perfected, to the extent provided in AS 45.03, AS 45.07, [AND] AS 45.08, and 07 AS 45.36. 08 * Sec. 132. AS 45.29.331(b) is amended to read: 09 (b) This chapter does not limit the rights of or impose liability on a person to 10 the extent that the person is protected against the assertion of a claim under AS 45.08 11 or AS 45.36. 12 * Sec. 133. AS 45.29.332 is amended to read: 13 Sec. 45.29.332. Transfer of money; transfer of funds from deposit account. 14 (a) A transferee of tangible money takes the money free of a security interest if 15 [UNLESS] the transferee receives possession of the money without acting [ACTS] 16 in collusion with the debtor in violating the rights of the secured party. 17 (b) A transferee of funds from a deposit account takes the funds free of a 18 security interest in the deposit account if [UNLESS] the transferee receives the funds 19 without acting [ACTS] in collusion with the debtor in violating the rights of the 20 secured party. 21 * Sec. 134. AS 45.29.332 is amended by adding a new subsection to read: 22 (c) A transferee of electronic money takes the money free of a security interest 23 if the transferee obtains control of the money without acting in collusion with the 24 debtor in violating the rights of the secured party. 25 * Sec. 135. AS 45.29.334(f) is amended to read: 26 (f) A security interest in fixtures, whether or not perfected, has priority over a 27 conflicting interest of an encumbrancer or owner of the real property if 28 (1) the encumbrancer or owner has, in a signed [AN 29 AUTHENTICATED] record, consented to the security interest or disclaimed an 30 interest in the goods as fixtures; or 31 (2) the debtor has a right to remove the goods as against the
01 encumbrancer or owner. 02 * Sec. 136. AS 45.29.335(c) is amended to read: 03 (c) Except as otherwise provided in (d) of this section, the other provisions of 04 AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342] determine the priority of a 05 security interest in an accession. 06 * Sec. 137. AS 45.29.336(e) is amended to read: 07 (e) Except as otherwise provided in (f) of this section, the other provisions of 08 AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342] determine the priority of a 09 security interest that attaches to the product or mass under (c) of this section. 10 * Sec. 138. AS 45.29.341 is amended to read: 11 Sec. 45.29.341. Bank's rights and duties with respect to deposit account. 12 Except as otherwise provided in AS 45.29.340(c), and unless the bank otherwise 13 agrees in a signed [AN AUTHENTICATED] record, a bank's rights and duties with 14 respect to a deposit account maintained with the bank are not terminated, suspended, 15 or modified by 16 (1) the creation, attachment, or perfection of a security interest in the 17 deposit account; 18 (2) the bank's knowledge of the security interest; or 19 (3) the bank's receipt of instructions from the secured party. 20 * Sec. 139. AS 45.29 is amended by adding new sections to article 3 to read: 21 Sec. 45.29.343. Law governing perfection and priority of security interests 22 in chattel paper. (a) Except as provided in (d) of this section, if chattel paper is 23 evidenced only by an authoritative electronic copy of the chattel paper or is evidenced 24 by an authoritative electronic copy and an authoritative tangible copy, the local law of 25 the chattel paper's jurisdiction governs perfection, the effect of perfection or 26 nonperfection, and the priority of a security interest in the chattel paper, even if the 27 transaction does not bear any relation to the chattel paper's jurisdiction. 28 (b) The following rules determine the chattel paper's jurisdiction under this 29 section: 30 (1) if the authoritative electronic copy of the record evidencing chattel 31 paper, or a record attached to or logically associated with the electronic copy and
01 readily available for review, expressly provides that a particular jurisdiction is the 02 chattel paper's jurisdiction for purposes of AS 45.29.301 - 45.29.346, this chapter, or 03 the code, that jurisdiction is the chattel paper's jurisdiction; 04 (2) if (1) of this subsection does not apply and the rules of the system 05 in which the authoritative electronic copy is recorded are readily available for review 06 and expressly provide that a particular jurisdiction is the chattel paper's jurisdiction for 07 purposes of AS 45.29.301 - 45.29.346, this chapter, or the code, that jurisdiction is the 08 chattel paper's jurisdiction; 09 (3) if (1) and (2) of this subsection do not apply and the authoritative 10 electronic copy, or a record attached to or logically associated with the electronic copy 11 and readily available for review, expressly provides that the chattel paper is governed 12 by the law of a particular jurisdiction, that jurisdiction is the chattel paper's 13 jurisdiction; 14 (4) if (1) - (3) of this subsection do not apply and the rules of the 15 system in which the authoritative electronic copy is recorded are readily available for 16 review and expressly provide that the chattel paper or the system is governed by the 17 law of a particular jurisdiction, that jurisdiction is the chattel paper's jurisdiction; 18 (5) if (1) - (4) of this subsection do not apply, the chattel paper's 19 jurisdiction is the jurisdiction in which the debtor is located. 20 (c) If an authoritative tangible copy of a record evidences chattel paper and the 21 chattel paper is not evidenced by an authoritative electronic copy, while the 22 authoritative tangible copy of the record evidencing chattel paper is located in a 23 jurisdiction, the local law of that jurisdiction governs 24 (1) perfection of a security interest in the chattel paper by possession 25 under AS 45.29.345; and 26 (2) the effect of perfection or nonperfection and the priority of a 27 security interest in the chattel paper. 28 (d) The local law of the jurisdiction in which the debtor is located governs 29 perfection of a security interest in chattel paper by filing. 30 Sec. 45.29.344. Law governing perfection and priority of security interests 31 in controllable accounts, controllable electronic records, and controllable
01 payment intangibles. (a) Except as provided in (b) of this section, the local law of the 02 controllable electronic record's jurisdiction specified in AS 45.36.107(c) and (d) 03 governs perfection, the effect of perfection or nonperfection, and the priority of a 04 security interest in a controllable electronic record and a security interest in a 05 controllable account or controllable payment intangible evidenced by the controllable 06 electronic record. 07 (b) The local law of the jurisdiction in which the debtor is located governs 08 (1) perfection of a security interest in a controllable account, 09 controllable electronic record, or controllable payment intangible by filing; and 10 (2) automatic perfection of a security interest in a controllable payment 11 intangible created by a sale of the controllable payment intangible. 12 Sec. 45.29.345. Perfection by possession and control of chattel paper. (a) A 13 secured party may perfect a security interest in chattel paper by taking possession of 14 each authoritative tangible copy of the record evidencing the chattel paper and 15 obtaining control of each authoritative electronic copy of the electronic record 16 evidencing the chattel paper. 17 (b) A security interest is perfected under (a) of this section not earlier than the 18 time the secured party takes possession and obtains control and remains perfected 19 under (a) of this section only while the secured party retains possession and control. 20 (c) AS 45.29.313(c) and (f) - (i) apply to perfection by possession of an 21 authoritative tangible copy of a record evidencing chattel paper. 22 Sec. 45.29.346. Priority of security interest in controllable account, 23 controllable electronic record, and controllable payment intangible. A security 24 interest in a controllable account, controllable electronic record, or controllable 25 payment intangible held by a secured party having control of the account, electronic 26 record, or payment intangible has priority over a conflicting security interest held by a 27 secured party that does not have control. 28 * Sec. 140. AS 45.29.404(a) is amended to read: 29 (a) Unless an account debtor has made an enforceable agreement not to assert 30 defenses or claims, and subject to (b) - (e) of this section, the rights of an assignee are 31 subject to
01 (1) all terms of the agreement between the account debtor and assignor 02 and a defense or claim in recoupment arising from the transaction that gave rise to the 03 contract; and 04 (2) any other defense or claim of the account debtor against the 05 assignor that accrues before the account debtor receives a notification of the 06 assignment signed [AUTHENTICATED] by the assignor or the assignee. 07 * Sec. 141. AS 45.29.406(a) is amended to read: 08 (a) Subject to (b) - (i) and (l) of this section, an account debtor on an account, 09 chattel paper, or a payment intangible may discharge its obligation by paying the 10 assignor until, but not after, the account debtor receives a notification, signed 11 [AUTHENTICATED] by the assignor or the assignee, that the amount due or to 12 become due has been assigned and that payment is to be made to the assignee. After 13 receipt of the notification, the account debtor may discharge its obligation by paying 14 the assignee and may not discharge its obligation by paying the assignor. 15 * Sec. 142. AS 45.29.406(b) is amended to read: 16 (b) Subject to (h) and (l) of this section, notification is ineffective under (a) of 17 this section 18 (1) if it does not reasonably identify the rights assigned; 19 (2) to the extent that an agreement between an account debtor and a 20 seller of a payment intangible limits the account debtor's duty to pay a person other 21 than the seller and the limitation is effective under law other than this chapter; or 22 (3) at the option of an account debtor, if the notification notifies the 23 account debtor to make less than the full amount of any installment or other periodic 24 payment to the assignee even if 25 (A) only a portion of the account, chattel paper, or payment 26 intangible has been assigned to that assignee; 27 (B) a portion has been assigned to another assignee; or 28 (C) the account debtor knows that the assignment to that 29 assignee is limited. 30 * Sec. 143. AS 45.29.406(c) is amended to read: 31 (c) Subject to (h) and (l) of this section, if requested by the account debtor, an
01 assignee shall seasonably furnish reasonable proof that the assignment has been made. 02 Unless the assignee complies, the account debtor may discharge its obligation by 03 paying the assignor even if the account debtor has received a notification under (a) of 04 this section. 05 * Sec. 144. AS 45.29.406(d) is amended to read: 06 (d) Except as otherwise provided in (e) and (k) of this section, AS 45.29.407, 07 and AS 45.12.303, and subject to (h) of this section, a term in an agreement between 08 an account debtor and an assignor or in a promissory note is ineffective to the extent 09 that it 10 (1) prohibits, restricts, or requires the consent of the account debtor or 11 person obligated on the promissory note to the assignment or transfer of, or the 12 creation, attachment, perfection, or enforcement of a security interest in, the account, 13 chattel paper, payment intangible, or promissory note; or 14 (2) provides that the assignment, transfer, creation, attachment, 15 perfection, or enforcement of the security interest may give rise to a default, breach, 16 right of recoupment, claim, defense, termination, right of termination, or remedy under 17 the account, chattel paper, payment intangible, or promissory note. 18 * Sec. 145. AS 45.29.406(f) is amended to read: 19 (f) Except as otherwise provided in (k) of this section, AS 45.12.303, and 20 AS 45.29.407, and subject to (h) and (i) of this section, a rule of law, statute, or 21 regulation that prohibits, restricts, or requires the consent of a government, a 22 governmental body or official, or an account debtor to the assignment or transfer of, or 23 creation of a security interest in, an account or chattel paper is ineffective to the extent 24 that the rule of law, statute, or regulation 25 (1) prohibits, restricts, or requires the consent of the government, 26 governmental body or official, or account debtor to the assignment or transfer of, or 27 the creation, attachment, perfection, or enforcement of a security interest in the 28 account or chattel paper; 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 account or chattel paper. 02 * Sec. 146. AS 45.29.406(g) is amended to read: 03 (g) Subject to (h) and (l) of this section, an account debtor may not waive or 04 vary its option under (b)(3) of this section. 05 * Sec. 147. AS 45.29.406 is amended by adding new subsections to read: 06 (j) This section prevails over any inconsistent provisions of other statutes 07 unless the other statute contains an exemption that refers specifically to this section. 08 (k) Subsections (d), (f), and (j) of this section do not apply to a security 09 interest in an ownership interest in a general partnership, limited partnership, or 10 limited liability company. 11 (l) Subsections (a) - (c) and (g) of this section do not apply to a controllable 12 account or controllable payment intangible. 13 (m) In (d) of this section, "promissory note" includes a negotiable instrument 14 that evidences chattel paper. 15 * Sec. 148. AS 45.29.408(a) is amended to read: 16 (a) Except as otherwise provided in (b) and (f) of this section, a term in a 17 promissory note or in an agreement between an account debtor and a debtor that 18 relates to a health care insurance receivable or a general intangible, including a 19 contract, permit, license, or franchise, and that prohibits, restricts, or requires the 20 consent of the person obligated on the promissory note or the account debtor to the 21 assignment or transfer of, or creation, attachment, or perfection of a security interest in 22 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 * Sec. 149. AS 45.29.408(c) is amended to read: 31 (c) Except as otherwise provided in (f) of this section, a [A] rule of law,
01 statute, or regulation that prohibits, restricts, or requires the consent of a government, a 02 governmental body or official, a person obligated on a promissory note, or an account 03 debtor to the assignment or transfer of or creation of a security interest in a promissory 04 note, health care insurance receivable, or general intangible, including a contract, 05 permit, license, or franchise between an account debtor and a debtor, is ineffective to 06 the extent that the rule of law, statute, or regulation 07 (1) would impair the creation, attachment, or perfection of a security 08 interest; or 09 (2) provides that the assignment, transfer, creation, attachment, or 10 perfection of the security interest may give rise to a default, breach, right of 11 recoupment, claim, defense, termination, right of termination, or remedy under the 12 promissory note, health care insurance [HEALTH-CARE-INSURANCE] receivable, 13 or general intangible. 14 * Sec. 150. AS 45.29.408 is amended by adding new subsections to read: 15 (f) This section does not apply to a security interest in an ownership interest in 16 a general partnership, limited partnership, or limited liability company. 17 (g) In this section, "promissory note" includes a negotiable instrument that 18 evidences chattel paper. 19 * Sec. 151. AS 45.29.509(a) is amended to read: 20 (a) A person may file an initial financing statement, amendment that adds 21 collateral covered by a financing statement, or amendment that adds a debtor to a 22 financing statement only if 23 (1) the debtor authorizes the filing in a signed [AN 24 AUTHENTICATED] record or under [PURSUANT TO] (b) or (c) of this section; or 25 (2) the person holds an agricultural lien that has become effective at 26 the time of filing and the financing statement covers only collateral in which the 27 person holds an agricultural lien. 28 * Sec. 152. AS 45.29.509(b) is amended to read: 29 (b) By signing [AUTHENTICATING] or becoming bound as debtor by a 30 security agreement, a debtor or new debtor authorizes the filing of an initial financing 31 statement and an amendment covering
01 (1) the collateral described in the security agreement; and 02 (2) property that becomes collateral under AS 45.29.315(a)(2), 03 whether or not the security agreement expressly covers proceeds. 04 * Sec. 153. AS 45.29.513(b) is amended to read: 05 (b) To comply with (a) of this section, a secured party shall cause the secured 06 party of record to file the termination statement 07 (1) within one month after there is no obligation secured by the 08 collateral covered by the financing statement and no commitment to make an advance, 09 incur an obligation, or otherwise give value; or 10 (2) if earlier, within 20 days after the secured party receives a signed 11 [AN AUTHENTICATED] demand from a debtor. 12 * Sec. 154. AS 45.29.513(c) is amended to read: 13 (c) In cases not governed by (a) of this section, within 20 days after a secured 14 party receives a signed [AN AUTHENTICATED] demand from a debtor, the secured 15 party shall cause the secured party of record for a financing statement to send to the 16 debtor a termination statement for the financing statement or file the termination 17 statement in the filing office if 18 (1) except in the case of a financing statement covering accounts or 19 chattel paper that has been sold or goods that are the subject of a consignment, there is 20 no obligation secured by the collateral covered by the financing statement and no 21 commitment to make an advance, incur an obligation, or otherwise give value; 22 (2) the financing statement covers accounts or chattel paper that has 23 been sold but as to which the account debtor or other person obligated has discharged 24 its obligation; 25 (3) the financing statement covers goods that were the subject of a 26 consignment to the debtor but are not in the debtor's possession; or 27 (4) the debtor did not authorize the filing of the initial financing 28 statement. 29 * Sec. 155. AS 45.29.601(b) is amended to read: 30 (b) A secured party in possession of collateral or control of collateral under 31 AS 45.07.116, AS 45.29.104, 45.29.105, 45.29.106, [OR] 45.29.107, 45.29.111, or
01 45.29.112 has the rights and duties provided in AS 45.29.207. 02 * Sec. 156. AS 45.29.605 is amended to read: 03 Sec. 45.29.605. Unknown debtor or secondary obligor. Except as provided 04 in (b) of this section, a [A] secured party does not owe a duty based on its status as 05 secured party to 06 (1) a person who is a debtor or obligor unless the secured party knows 07 (A) that the person is a debtor or obligor; 08 (B) the identity of the person; and 09 (C) how to communicate with the person; or 10 (2) a secured party or lienholder that has filed a financing statement 11 against a person unless the secured party knows 12 (A) that the person is a debtor; and 13 (B) the identity of the person. 14 * Sec. 157. AS 45.29.605 is amended by adding a new subsection to read: 15 (b) A secured party owes a duty based on its status as a secured party to a 16 person if, at the time the secured party obtains control of collateral that is a 17 controllable account, controllable electronic record, or controllable payment intangible 18 or at the time the security interest attaches to the collateral, whichever is later, 19 (1) the person is a debtor or obligor; and 20 (2) the secured party knows that the information specified in (a)(1)(A), 21 (B), or (C) of this section relating to the person is not provided by the collateral, a 22 record attached to or logically associated with the collateral, or the system in which 23 the collateral is recorded. 24 * Sec. 158. AS 45.29.608(a) is amended to read: 25 (a) If a security interest or agricultural lien secures payment or performance of 26 an obligation, the following rules apply: 27 (1) a secured party shall apply or pay over for application the cash 28 proceeds of collection or enforcement under AS 45.29.607 in the following order to 29 (A) the reasonable expenses of collection and enforcement and, 30 to the extent provided for by agreement and not prohibited by law, reasonable 31 attorney fees and legal expenses incurred by the secured party;
01 (B) the satisfaction of obligations secured by the security 02 interest or agricultural lien under which the collection or enforcement is made; 03 and 04 (C) the satisfaction of obligations secured by a subordinate 05 security interest in or other lien on the collateral subject to the security interest 06 or agricultural lien under which the collection or enforcement is made if the 07 secured party receives a signed [AN AUTHENTICATED] demand for 08 proceeds before distribution of the proceeds is completed; 09 (2) if requested by a secured party, a holder of a subordinate security 10 interest or other lien shall furnish reasonable proof of the interest or lien within a 11 reasonable time; unless the holder complies, the secured party need not comply with 12 the holder's demand under (1)(C) of this subsection; 13 (3) a secured party need not apply or pay over for application noncash 14 proceeds of collection and enforcement under AS 45.29.607 unless the failure to do so 15 would be commercially unreasonable; a secured party that applies or pays over for 16 application noncash proceeds shall do so in a commercially reasonable manner; 17 (4) a secured party shall account to and pay a debtor for any surplus, 18 and the obligor is liable for any deficiency. 19 * Sec. 159. AS 45.29.611(a) is amended to read: 20 (a) In this section, "notification date" means the earlier of the date on which 21 (1) a secured party sends to the debtor and any secondary obligor a 22 signed [AN AUTHENTICATED] notification of disposition; or 23 (2) the debtor and any secondary obligor waive the right to 24 notification. 25 * Sec. 160. AS 45.29.611(b) is amended to read: 26 (b) Except as otherwise provided in (d) of this section, a secured party that 27 disposes of collateral under AS 45.29.610 shall send to the persons specified in (c) of 28 this section a reasonable signed [AUTHENTICATED] notification of disposition. 29 * Sec. 161. AS 45.29.611(c) is amended to read: 30 (c) To comply with (b) of this section, the secured party shall send a signed 31 [AN AUTHENTICATED] notification of disposition to
01 (1) the debtor; 02 (2) any secondary obligor; and 03 (3) if the collateral is other than consumer goods, 04 (A) any other person from which the secured party has 05 received, before the notification date, a signed [AN AUTHENTICATED] 06 notification of a claim of an interest in the collateral; 07 (B) any other secured party or lienholder that, 10 days before 08 the notification date, held a security interest in or other lien on the collateral 09 perfected by the filing of a financing statement that 10 (i) identified the collateral; 11 (ii) was indexed under the debtor's name as of that date; 12 and 13 (iii) was filed in the office in which to file a financing 14 statement against the debtor covering the collateral as of that date; and 15 (C) any other secured party that, 10 days before the notification 16 date, held a security interest in the collateral perfected by compliance with a 17 statute, regulation, or treaty described in AS 45.29.311(a). 18 * Sec. 162. AS 45.29.611(e) is amended to read: 19 (e) A secured party complies with the requirement for notification prescribed 20 by (c)(3)(B) of this section if 21 (1) not later than 20 days or earlier than 30 days before the notification 22 date, the secured party requests, in a commercially reasonable manner, information 23 concerning financing statements indexed under the debtor's name in the office 24 indicated in (c)(3)(B) of this section; and 25 (2) before the notification date, the secured party 26 (A) did not receive a response to the request for information; or 27 (B) received a response to the request for information and sent 28 a signed [AN AUTHENTICATED] notification of disposition to each secured 29 party or other lienholder named in that response whose financing statement 30 covered the collateral. 31 * Sec. 163. AS 45.29.613 is repealed and reenacted to read:
01 Sec. 45.29.613. General contents and form of notification before 02 disposition of collateral. (a) Except in a consumer goods transaction, the following 03 rules apply: 04 (1) the contents of a notification of disposition are sufficient if the 05 notification 06 (A) describes the debtor and the secured party; 07 (B) describes the collateral that is the subject of the intended 08 disposition; 09 (C) states the method of intended disposition; 10 (D) states that the debtor is entitled to an accounting of the 11 unpaid indebtedness and states the charge, if any, for an accounting; and 12 (E) states the time and place of a public disposition or the time 13 after which any other disposition is to be made; 14 (2) whether the contents of a notification that lacks any of the 15 information specified in (1) of this subsection are nevertheless sufficient is a question 16 of fact; 17 (3) the contents of a notification providing substantially the 18 information specified in (1) of this subsection are sufficient even if the notification 19 includes 20 (A) information not specified by that paragraph; or 21 (B) minor errors that are not seriously misleading; 22 (4) a particular phrasing of the notification is not required; 23 (5) the following form of notification and the form appearing in 24 AS 45.29.614(a)(3), when completed in accordance with the instructions in (b) of this 25 section and AS 45.29.614(b), each provide sufficient information: 26 NOTIFICATION OF DISPOSITION OF COLLATERAL 27 To: (Name of debtor, obligor, or other person to which the 28 notification is sent) 29 From: (Name, address, and telephone number of secured party) 30 (1) Name of any debtor that is not an addressee: (Name of each 31 debtor)
01 (2) We will sell (describe collateral) (to the highest qualified 02 bidder) at public sale. A sale could include a lease or license. 03 The sale will be held as follows: 04 (Date) 05 (Time) 06 (Place) 07 (3) We will sell (describe collateral) at private sale sometime after 08 (date). A sale could include a lease or license. 09 (4) You are entitled to an accounting of the unpaid indebtedness 10 secured by the property that we intend to sell or, as applicable, 11 lease or license. 12 (5) If you request an accounting you must pay a charge of $ 13 (amount). 14 (6) You may request an accounting by calling us at (telephone 15 number). 16 [End of Form] 17 (b) The following instructions apply to the form of notification in (a)(5) of this 18 section: 19 (1) the instructions in this subsection refer to the numbers in 20 parentheses before items in the form of notification set out in (a)(5) of this section; do 21 not include the numbers or parentheses in the notification; the numbers and 22 parentheses are used only for the purpose of these instructions; 23 (2) include and complete item (1) of the form only if there is a debtor 24 that is not an addressee of the notification and list the name or names; 25 (3) include and complete either item (2) of the form, if the notification 26 relates to a public disposition of the collateral, or item (3) of the form, if the 27 notification relates to a private disposition of the collateral; if item (2) of the form is 28 included, include the words "to the highest qualified bidder" only if applicable; 29 (4) include and complete items (4) and (6) of the form; 30 (5) include and complete item (5) of the form only if the sender will 31 charge the recipient for an accounting.
01 * Sec. 164. AS 45.29.614 is repealed and reenacted to read: 02 Sec. 45.29.614. Contents and form of notification before disposition of 03 collateral in consumer goods transaction. (a) In a consumer goods transaction, the 04 following rules apply: 05 (1) a notification of disposition must provide the following 06 information: 07 (A) the information specified in AS 45.29.613(a)(1); 08 (B) a description of any liability for a deficiency of the person 09 to which the notification is sent; 10 (C) a telephone number from which the amount that must be 11 paid to the secured party to redeem the collateral under AS 45.29.623 is 12 available; and 13 (D) a telephone number or mailing address from which 14 additional information concerning the disposition and the obligation secured is 15 available; 16 (2) a particular phrasing of the notification is not required; 17 (3) the following form of notification, when completed in accordance 18 with the instructions in (b) of this section, provides sufficient information: 19 (Name and address of secured party) 20 (Date) 21 NOTICE OF OUR PLAN TO SELL PROPERTY 22 (Name and address of any obligor who is also a debtor) 23 Subject: (Identify transaction) 24 We have your (describe collateral), because you broke promises in our 25 agreement. 26 (1) We will sell (describe collateral) at public sale. A sale could 27 include a lease or license. The sale will be held as follows: 28 (Date) 29 (Time) 30 (Place) 31 You may attend the sale and bring bidders if you want.
01 (2) We will sell (describe collateral) at private sale sometime after 02 (date). A sale could include a lease or license. 03 (3) The money that we get from the sale, after paying our costs, 04 will reduce the amount you owe. If we get less money than you 05 owe, you (will or will not, as applicable) still owe us the 06 difference. If we get more money than you owe, you will get the 07 extra money, unless we must pay it to someone else. 08 (4) You can get the property back at any time before we sell it by 09 paying us the full amount you owe, not just the past due 10 payments, including our expenses. To learn the exact amount 11 you must pay, call us at (telephone number). 12 (5) If you want us to explain to you in (writing) (writing or in 13 (description of electronic record)) (description of electronic 14 record) how we have figured the amount that you owe us, (6) 15 call us at (telephone number) (or) (write us at (secured party's 16 address)) (or contact us by (description of electronic 17 communication method)) (7) and request (a written explanation) 18 (a written explanation or an explanation in (description of 19 electronic record)) (an explanation in (description of electronic 20 record)). 21 (8) We will charge you $ (amount) for the explanation if we sent 22 you another written explanation of the amount you owe us 23 within the last six months. 24 (9) If you need more information about the sale (call us at 25 (telephone number)) (or) (write us at (secured party's address)) 26 (or contact us by (description of electronic communication 27 method)). 28 (10) We are sending this notice to the following other people who 29 have an interest in (describe collateral) or who owe money 30 under your agreement: 31 (Names of all other debtors and obligors, if any)
01 [End of Form] 02 (4) a notification in the form set out in (3) of this subsection is 03 sufficient even if additional information appears at the end of the form; 04 (5) a notification in the form set out in (3) of this subsection is 05 sufficient even if it includes errors in information not required by (1) of this subsection 06 unless the error is misleading with respect to rights arising under this chapter; 07 (6) if a notification under this section is not in the form set out in (3) of 08 this subsection, law other than this chapter determines the effect of including 09 information not required by (1) of this subsection. 10 (b) The following instructions apply to the form of notification set out in 11 (a)(3) of this section: 12 (1) the instructions in this subsection refer to the numbers in 13 parentheses before items in the form of notification set out in (a)(3) of this section; do 14 not include the numbers or parentheses in the notification; the numbers and 15 parentheses are used only for the purpose of these instructions; 16 (2) include and complete either item (1) of the form, if the notification 17 relates to a public disposition of the collateral, or item (2) of the form, if the 18 notification relates to a private disposition of the collateral; 19 (3) include and complete items (3) - (7) of the form; 20 (4) in item (5) of the form, include and complete any one of the three 21 alternative methods for the explanation: writing, writing or electronic record, or 22 electronic record; 23 (5) in item (6) of the form, include the telephone number; in addition, 24 the sender may include and complete either or both of the two additional alternative 25 methods of communication, writing or electronic communication, for the recipient of 26 the notification to communicate with the sender; neither of the two additional methods 27 of communication is required to be included; 28 (6) in item (7) of the form, include and complete the method or 29 methods for the explanation, writing, writing or electronic record, or electronic record, 30 included in item (5) of the form; 31 (7) include and complete item (8) of the form only if a written
01 explanation is included in item (5) of the form as a method for communicating the 02 explanation and the sender will charge the recipient for another written explanation; 03 (8) in item (9) of the form, include either the telephone number or the 04 address or both the telephone number and the address; in addition, the sender may 05 include and complete the additional method of communication, electronic 06 communication, for the recipient of the notification to communicate with the sender; 07 the additional method of electronic communication is not required to be included; 08 (9) if item (10) of the form does not apply, insert "None" after 09 "agreement." 10 * Sec. 165. AS 45.29.615(a) is amended to read: 11 (a) A secured party shall apply or pay over for application the cash proceeds 12 of disposition under AS 45.29.610 in the following order: 13 (1) the reasonable expenses of retaking, holding, preparing for 14 disposition, processing, and disposing and, to the extent provided for by agreement 15 and not prohibited by law, reasonable attorney fees and legal expenses incurred by the 16 secured party; 17 (2) the satisfaction of obligations secured by the security interest or 18 agricultural lien under which the disposition is made; 19 (3) the satisfaction of obligations secured by any subordinate security 20 interest in or other subordinate lien on the collateral if 21 (A) the secured party receives from the holder of the 22 subordinate security interest or other lien a signed [AN AUTHENTICATED] 23 demand for proceeds before distribution of the proceeds is completed; and 24 (B) in a case in which a consignor has an interest in the 25 collateral, the subordinate security interest or other lien is senior to the interest 26 of the consignor; and 27 (4) a secured party that is a consignor of the collateral if the secured 28 party receives from the consignor a signed [AN AUTHENTICATED] demand for 29 proceeds before distribution of the proceeds is completed. 30 * Sec. 166. AS 45.29.616(a) is amended to read: 31 (a) In this section,
01 (1) "explanation" means a record [WRITING] that 02 (A) states the amount of the surplus or deficiency; 03 (B) provides an explanation in accordance with (c) of this 04 section of how the secured party calculated the surplus or deficiency; 05 (C) states, if applicable, that future debits, credits, charges, 06 including additional credit service charges or interest, rebates, and expenses 07 may affect the amount of the surplus or deficiency; and 08 (D) provides a telephone number or mailing address from 09 which additional information concerning the transaction is available; 10 (2) "request" means a record 11 (A) signed [AUTHENTICATED] by a debtor or consumer 12 obligor; 13 (B) requesting that the recipient provide an explanation; and 14 (C) sent after disposition of the collateral under AS 45.29.610. 15 * Sec. 167. AS 45.29.616(b) is amended to read: 16 (b) In a consumer goods transaction in which the debtor is entitled to a surplus 17 or a consumer obligor is liable for a deficiency under AS 45.29.615, the secured party 18 shall 19 (1) send an explanation to the debtor or consumer obligor, as 20 applicable, after the disposition and 21 (A) before or when the secured party accounts to the debtor and 22 pays any surplus or first makes [WRITTEN] demand in a record on the 23 consumer obligor after the disposition for payment of the deficiency; and 24 (B) within 14 days after receipt of a request; or 25 (2) in the case of a consumer obligor who is liable for a deficiency, 26 within 14 days after receipt of a request, send to the consumer obligor a record 27 waiving the secured party's right to a deficiency. 28 * Sec. 168. AS 45.29.616(c) is amended to read: 29 (c) To comply with (a)(1)(B) of this section, an explanation [A WRITING] 30 must provide the following information in the following order: 31 (1) the aggregate amount of obligations secured by the security interest
01 under which the disposition was made, and, if the amount reflects a rebate of unearned 02 interest or credit service charge, an indication of that fact, calculated as of a specified 03 date 04 (A) if the secured party takes or receives possession of the 05 collateral after default, not more than 35 days before the secured party takes or 06 receives possession; or 07 (B) if the secured party takes or receives possession of the 08 collateral before default or does not take possession of the collateral, not more 09 than 35 days before the disposition; 10 (2) the amount of proceeds of the disposition; 11 (3) the aggregate amount of the obligations after deducting the amount 12 of proceeds; 13 (4) the amount, in the aggregate or by type, and types of expenses, 14 including expenses of retaking, holding, preparing for disposition, processing, and 15 disposing of the collateral, and attorney fees secured by the collateral that are known 16 to the secured party and relate to the current disposition; 17 (5) the amount, in the aggregate or by type, and types of credits, 18 including rebates of interest or credit service charges, to which the obligor is known to 19 be entitled and that are not reflected in the amount in (1) of this subsection; and 20 (6) the amount of the surplus or deficiency. 21 * Sec. 169. AS 45.29.619(a) is amended to read: 22 (a) In this section, "transfer statement" means a record signed 23 [AUTHENTICATED] by a secured party stating 24 (1) that the debtor has defaulted in connection with an obligation 25 secured by specified collateral; 26 (2) that the secured party has exercised its post-default remedies with 27 respect to the collateral; 28 (3) that, by reason of the exercise, a transferee has acquired the rights 29 of the debtor in the collateral; and 30 (4) the name and mailing address of the secured party, debtor, and 31 transferee.
01 * Sec. 170. AS 45.29.620(a) is amended to read: 02 (a) Except as otherwise provided in (g) of this section, a secured party may 03 accept collateral in full or partial satisfaction of the obligation it secures only if 04 (1) the debtor consents to the acceptance under (c) of this section; 05 (2) the secured party does not receive, within the time set out in (d) of 06 this section, a notification of objection to the proposal signed [AUTHENTICATED] 07 by 08 (A) a person to which the secured party was required to send a 09 proposal under AS 45.29.621; or 10 (B) any other person, other than the debtor, holding an interest 11 in the collateral subordinate to the security interest that is the subject of the 12 proposal; 13 (3) if the collateral is consumer goods, the collateral is not in the 14 possession of the debtor when the debtor consents to the acceptance; and 15 (4) the provisions of (e) of this section do not require the secured party 16 to dispose of the collateral or the debtor waives the requirement under AS 45.29.624. 17 * Sec. 171. AS 45.29.620(b) is amended to read: 18 (b) A purported or apparent acceptance of collateral under this section is 19 ineffective unless 20 (1) the secured party consents to the acceptance in a signed [AN 21 AUTHENTICATED] record or sends a proposal to the debtor; and 22 (2) the conditions of (a) of this section are met. 23 * Sec. 172. AS 45.29.620(c) is amended to read: 24 (c) For purposes of this section, a debtor consents to an acceptance of 25 collateral 26 (1) in partial satisfaction of the obligation it secures only if the debtor 27 agrees to the terms of the acceptance in a record signed [AUTHENTICATED] after 28 default; and 29 (2) in full satisfaction of the obligation it secures only if the debtor 30 agrees to the terms of the acceptance in a record signed [AUTHENTICATED] after 31 default or the secured party
01 (A) sends to the debtor after default a proposal that is 02 unconditional or subject only to a condition that collateral not in the possession 03 of the secured party be preserved or maintained; 04 (B) in the proposal, proposes to accept collateral in full 05 satisfaction of the obligation it secures; and 06 (C) does not receive a notification of objection signed 07 [AUTHENTICATED] by the debtor within 20 days after the proposal is sent. 08 * Sec. 173. AS 45.29.620(f) is amended to read: 09 (f) To comply with (e) of this section, the secured party shall dispose of the 10 collateral within 11 (1) 90 days after taking possession; or 12 (2) any longer period to which the debtor and all secondary obligors 13 have agreed in an agreement to that effect entered into and signed 14 [AUTHENTICATED] after default. 15 * Sec. 174. AS 45.29.621(a) is amended to read: 16 (a) A secured party who desires to accept collateral in full or partial 17 satisfaction of the obligation it 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, a signed [AN AUTHENTICATED] notification 20 of a claim of an 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 * Sec. 175. AS 45.29.624 is amended to read:
01 Sec. 45.29.624. Waiver. (a) A debtor or secondary obligor may waive the right 02 to notification of disposition of collateral under AS 45.29.611 only by an agreement to 03 that effect entered into and signed [AUTHENTICATED] after default. 04 (b) A debtor may waive the right to require disposition of collateral under 05 AS 45.29.620(e) only by an agreement to that effect entered into and signed 06 [AUTHENTICATED] after default. 07 (c) Except in a consumer goods transaction, a debtor or secondary obligor may 08 waive the right to redeem collateral under AS 45.29.623 only by an agreement to that 09 effect entered into and signed [AUTHENTICATED] after default. 10 * Sec. 176. AS 45.29.628(a) is amended to read: 11 (a) Subject to (f) of this section, unless [UNLESS] a secured party knows 12 that a person is a debtor or obligor, knows the identity of the person, and knows how 13 to communicate with the person, 14 (1) the secured party is not liable to the person, or to a secured party or 15 lienholder that has filed a financing statement against the person, for failure to comply 16 with this chapter; and 17 (2) the secured party's failure to comply with this chapter does not 18 affect the liability of the person for a deficiency. 19 * Sec. 177. AS 45.29.628(b) is amended to read: 20 (b) Subject to (f) of this section, a [A] secured party is not liable because of 21 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 * Sec. 178. AS 45.29.628 is amended by adding a new subsection to read:
01 (f) Subsections (a) and (b) of this section do not apply to limit the liability of a 02 secured party to a person if, at the time the secured party obtains control of collateral 03 that is a controllable account, controllable electronic record, or controllable payment 04 intangible or at the time the security interest attaches to the collateral, whichever is 05 later, 06 (1) the person is a debtor or obligor; and 07 (2) the secured party knows that the information specified in (b)(1)(A), 08 (B), or (C) of this section relating to the person is not provided by the collateral, a 09 record attached to or logically associated with the collateral, or the system in which 10 the collateral is recorded. 11 * Sec. 179. AS 45.29.705(d) is amended to read: 12 (d) The filing of a continuation statement on or after July 1, 2001, does not 13 continue the effectiveness of the financing statement filed before July 1, 2001. 14 However, upon the timely filing of a continuation statement on or after July 1, 2001, 15 and in accordance with the law of the jurisdiction governing perfection as provided in 16 AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342], the effectiveness of a financing 17 statement filed in the same office in that jurisdiction before July 1, 2001, continues for 18 the period provided by the law of that jurisdiction. 19 * Sec. 180. AS 45.29.705(e) is amended to read: 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 - 45.29.346 24 [AS 45.29.301 - 45.29.342] provides that the law of a jurisdiction other than the 25 jurisdiction in which the financing statement is filed governs perfection of a security 26 interest in collateral covered by the financing statement. 27 * Sec. 181. AS 45.29.707(a) is amended to read: 28 (a) On or after July 1, 2001, a person may add or delete collateral covered by, 29 continue or terminate the effectiveness of, or otherwise amend the information 30 provided in, a pre-effective date financing statement only in accordance with the law 31 of the jurisdiction governing perfection as provided in AS 45.29.301 - 45.29.346
01 [AS 45.29.301 - 45.29.342]. However, the effectiveness of a pre-effective date 02 financing statement also may be terminated in accordance with the law of the 03 jurisdiction in which the financing statement is filed. 04 * Sec. 182. AS 45.29.707(d) is amended to read: 05 (d) Whether or not the law of this state governs perfection of a security 06 interest, the effectiveness of a pre-effective date financing statement filed in this state 07 may be terminated on or after July 1, 2001, by filing a termination statement in the 08 office in which the pre-effective date financing statement is filed, unless an initial 09 financing statement that satisfies AS 45.29.706(c) has been filed in the office specified 10 by the law of the jurisdiction governing perfection as provided in AS 45.29.301 - 11 45.29.346 [AS 45.29.301 - 45.29.342] as the office in which to file a financing 12 statement. 13 * Sec. 183. AS 45 is amended by adding a new chapter to read: 14 Chapter 36. Controllable Electronic Records. 15 Article 1. General Provisions. 16 Sec. 45.36.101. Short title. This chapter may be cited as Uniform Commercial 17 Code - Controllable Electronic Records. 18 Sec. 45.36.102. Definitions. (a) In this chapter, 19 (1) "account debtor" has the meaning given in AS 45.29.102(a); 20 (2) "chattel paper" has the meaning given in AS 45.29.102(a); 21 (3) "controllable account" has the meaning given in AS 45.29.102(a); 22 (4) "controllable electronic record" means a record stored in an 23 electronic medium that can be subjected to control under AS 45.36.105; "controllable 24 electronic record" does not include a controllable account, a controllable payment 25 intangible, a deposit account, an electronic copy of a record evidencing chattel paper, 26 an electronic document of title, electronic money, investment property, or a 27 transferable record; 28 (5) "controllable payment intangible" has the meaning given in 29 AS 45.29.102(a); 30 (6) "deposit account" has the meaning given in AS 45.29.102(a); 31 (7) "electronic money" has the meaning given in AS 45.29.102(a);
01 (8) "investment property" has the meaning given in AS 45.29.102(a); 02 (9) "qualifying purchaser" means a purchaser of a controllable 03 electronic record or an interest in a controllable electronic record that obtains control 04 of the controllable electronic record for value, in good faith, and without notice of a 05 claim of a property right in the controllable electronic record; 06 (10) "transferable record" has the meaning given in 07 (A) 15 U.S.C. 7021(a)(1) (Electronic Signatures in Global and 08 National Commerce Act); or 09 (B) AS 09.80.130(f); 10 (11) "value" has the meaning given in AS 45.03.303(a), as if 11 references in that subsection to an "instrument" were references to a controllable 12 account, controllable electronic record, or controllable payment intangible. 13 (b) AS 45.01 contains general definitions and principles of construction and 14 interpretation applicable throughout this chapter. 15 Sec. 45.36.103. Relation to AS 45.29 and consumer laws. (a) If there is 16 conflict between this chapter and AS 45.29, AS 45.29 governs. 17 (b) A transaction subject to this chapter is subject to 18 (1) an applicable rule of law that establishes a different rule for 19 consumers; 20 (2) another statute or regulation that regulates the rates, charges, 21 agreements, and practice for loans, credit sales, or other extensions of credit; 22 and 23 (3) consumer protection statutes or regulations. 24 Sec. 45.36.104. Rights in controllable account, controllable electronic 25 record, and controllable payment intangible. (a) This section applies to the 26 acquisition and purchase of rights in a controllable account or controllable payment 27 intangible, including the rights and benefits specified in (c) - (e), (g), and (h) of this 28 section of a purchaser and qualifying purchaser, in the same manner this section 29 applies to a controllable electronic record. 30 (b) To determine whether a purchaser of a controllable account or a 31 controllable payment intangible is a qualifying purchaser, the purchaser obtains
01 control of the account or payment intangible if it obtains control of the controllable 02 electronic record that evidences the account or payment intangible. 03 (c) Except as provided in this section, law other than this chapter determines 04 whether a person acquires a right in a controllable electronic record and the right the 05 person acquires. 06 (d) A purchaser of a controllable electronic record acquires all rights in the 07 controllable electronic record that the transferor had or had power to transfer, except 08 that a purchaser of a limited interest in a controllable electronic record acquires rights 09 only to the extent of the interest purchased. 10 (e) A qualifying purchaser acquires its rights in the controllable electronic 11 record free of a claim of a property right in the controllable electronic record. 12 (f) Except as provided in (a) and (e) of this section for a controllable account 13 and a controllable payment intangible or law other than this chapter, a qualifying 14 purchaser takes a right to payment, right to performance, or other interest in property 15 evidenced by the controllable electronic record subject to a claim of a property right in 16 the right to payment, right to performance, or other interest in property. 17 (g) An action may not be asserted against a qualifying purchaser based on 18 both a purchase by the qualifying purchaser of a controllable electronic record and a 19 claim of a property right in another controllable electronic record, whether the action 20 is framed in conversion, replevin, constructive trust, equitable lien, or other theory. 21 (h) Filing of a financing statement under AS 45.29 is not notice of a claim of a 22 property right in a controllable electronic record. 23 Sec. 45.36.105. Control of controllable electronic record. (a) A person has 24 control of a controllable electronic record if the electronic record, a record attached to 25 or logically associated with the electronic record, or a system in which the electronic 26 record is recorded 27 (1) gives the person 28 (A) power to avail itself of substantially all the benefit from the 29 electronic record; and 30 (B) exclusive power, subject to (b) of this section, to 31 (i) prevent others from availing themselves of
01 substantially all the benefit from the electronic record; and 02 (ii) transfer control of the electronic record to another 03 person or cause another person to obtain control of another controllable 04 electronic record as a result of the transfer of the electronic record; and 05 (2) enables the person readily to identify itself in any way, including 06 by name, identifying number, cryptographic key, office, or account number, as having 07 the powers specified in (1) of this subsection. 08 (b) Subject to (c) of this section, a power is exclusive under (a)(1)(B)(i) and 09 (ii) of this section even if 10 (1) the controllable electronic record, a record attached to or logically 11 associated with the electronic record, or a system in which the electronic record is 12 recorded limits the use of the electronic record or has a protocol programmed to cause 13 a change, including a transfer or loss of control or a modification of benefits afforded 14 by the electronic record; or 15 (2) the power is shared with another person. 16 (c) A power of a person is not shared with another person under (b)(2) of this 17 section and the person's power is not exclusive if 18 (1) the person can exercise the power only if the power also is 19 exercised by the other person; and 20 (2) the other person 21 (A) can exercise the power without exercise of the power by 22 the person; or 23 (B) is the transferor to the person of an interest in the 24 controllable electronic record or a controllable account or controllable payment 25 intangible evidenced by the controllable electronic record. 26 (d) If a person has the powers specified in (a)(1)(B)(i) and (ii) of this section, 27 the powers are presumed to be exclusive. 28 (e) A person has control of a controllable electronic record if another person, 29 other than the transferor to the person of an interest in the controllable electronic 30 record or a controllable account or controllable payment intangible evidenced by the 31 controllable electronic record
01 (1) has control of the electronic record and acknowledges that it has 02 control on behalf of the person; or 03 (2) obtains control of the electronic record after having acknowledged 04 that it will obtain control of the electronic record on behalf of the person. 05 (f) A person that has control under this section is not required to acknowledge 06 that it has control on behalf of another person. 07 (g) If a person acknowledges that it has or will obtain control on behalf of 08 another person, unless the person otherwise agrees or law other than this chapter or 09 AS 45.29 otherwise provides, the person does not owe a duty to the other person and 10 is not required to confirm the acknowledgment to another person. 11 Sec. 45.36.106. Discharge of account debtor on controllable account or 12 controllable payment intangible. (a) An account debtor on a controllable account or 13 controllable payment intangible may discharge its obligation by paying 14 (1) the person having control of the controllable electronic record that 15 evidences the controllable account or controllable payment intangible; or 16 (2) except as provided in (b) of this section, a person that formerly had 17 control of the controllable electronic record. 18 (b) Subject to (d) of this section, the account debtor may not discharge its 19 obligation by paying a person that formerly had control of the controllable electronic 20 record if the account debtor receives a notification that 21 (1) is signed by a person that formerly had control or the person to 22 which control was transferred; 23 (2) reasonably identifies the controllable account or controllable 24 payment intangible; 25 (3) notifies the account debtor that control of the controllable 26 electronic record that evidences the controllable account or controllable payment 27 intangible was transferred; 28 (4) identifies the transferee, in any reasonable way, including by name, 29 identifying number, cryptographic key, office, or account number; and 30 (5) provides a commercially reasonable method by which the account 31 debtor is to pay the transferee.
01 (c) After receipt of a notification that complies with (b) of this section, the 02 account debtor may discharge its obligation by paying in accordance with the 03 notification and may not discharge the obligation by paying a person that formerly had 04 control. 05 (d) Subject to (h) of this section, notification is ineffective under (b) of this 06 section 07 (1) unless, before the notification is sent, the account debtor and the 08 person that, at that time, had control of the controllable electronic record that 09 evidences the controllable account or controllable payment intangible agree in a 10 signed record to a commercially reasonable method by which a person may furnish 11 reasonable proof that control has been transferred; 12 (2) to the extent an agreement between the account debtor and seller of 13 a payment intangible limits the account debtor's duty to pay a person other than the 14 seller and the limitation is effective under law other than this chapter; or 15 (3) at the option of the account debtor, if the notification notifies the 16 account debtor to 17 (A) divide a payment; 18 (B) make less than the full amount of an installment or other 19 periodic payment; or 20 (C) pay a part of a payment by more than one method or to 21 more than one person. 22 (e) Subject to (h) of this section, if requested by the account debtor, the person 23 giving the notification under (b) of this section seasonably shall furnish reasonable 24 proof, using the method in the agreement referred to in (d)(1) of this section, that 25 control of the controllable electronic record has been transferred. Unless the person 26 complies with the request, the account debtor may discharge its obligation by paying a 27 person that formerly had control, even if the account debtor has received a notification 28 under (b) of this section. 29 (f) A person furnishes reasonable proof under (e) of this section that control 30 has been transferred if the person demonstrates, using the method in the agreement 31 referred to in (d)(1) of this section, that the transferee has the power to
01 (1) avail itself of substantially all the benefit from the controllable 02 electronic record; 03 (2) prevent others from availing themselves of substantially all the 04 benefit from the controllable electronic record; and 05 (3) transfer the powers specified in (1) and (2) of this subsection to 06 another person. 07 (g) Subject to (h) of this section, an account debtor may not waive or vary its 08 rights specified in (d)(1) and (e) of this section or its option specified in (d)(3) of this 09 section. 10 (h) This section is subject to law other than this chapter that establishes a 11 different rule for an account debtor who is an individual and who incurred the 12 obligation primarily for personal, family, or household purposes. 13 Sec. 45.36.107. Governing law. (a) Except as provided in (b) of this section, 14 the local law of a controllable electronic record's jurisdiction governs a matter covered 15 by this chapter. 16 (b) For a controllable electronic record that evidences a controllable account 17 or controllable payment intangible, the local law of the controllable electronic record's 18 jurisdiction governs a matter covered by AS 45.36.106 unless an effective agreement 19 determines that the local law of another jurisdiction governs. 20 (c) The following rules determine a controllable electronic record's 21 jurisdiction under this section: 22 (1) if the controllable electronic record, or a record attached to or 23 logically associated with the controllable electronic record and readily available for 24 review, expressly provides that a particular jurisdiction is the controllable electronic 25 record's jurisdiction for purposes of this chapter or the code, that jurisdiction is the 26 controllable electronic record's jurisdiction; 27 (2) if (1) of this subsection does not apply and the rules of the system 28 in which the controllable electronic record is recorded are readily available for review 29 and expressly provide that a particular jurisdiction is the controllable electronic 30 record's jurisdiction for purposes of this chapter or the code, that jurisdiction is the 31 controllable electronic record's jurisdiction;
01 (3) if (1) and (2) of this subsection do not apply and the controllable 02 electronic record, or a record attached to or logically associated with the controllable 03 electronic record and readily available for review, expressly provides that the 04 controllable electronic record is governed by the law of a particular jurisdiction, that 05 jurisdiction is the controllable electronic record's jurisdiction; 06 (4) if (1), (2), and (3) of this subsection do not apply and the rules of 07 the system in which the controllable electronic record is recorded are readily available 08 for review and expressly provide that the controllable electronic record or the system 09 is governed by the law of a particular jurisdiction, that jurisdiction is the controllable 10 electronic record's jurisdiction; 11 (5) if (1) - (4) of this subsection do not apply, the controllable 12 electronic record's jurisdiction is the District of Columbia. 13 (d) If (c)(5) of this section applies and Article 12 is not in effect in the District 14 of Columbia without material modification, the governing law for a matter covered by 15 this chapter is the law of the District of Columbia as though Article 12 were in effect 16 in the District of Columbia without material modification. In this subsection, "Article 17 12" means Article 12 of the Uniform Commercial Code Amendments (2022). 18 (e) To the extent (a) and (b) of this section provide that the local law of the 19 controllable electronic record's jurisdiction governs a matter covered by this chapter, 20 that law governs even if the matter or a transaction to which the matter relates does not 21 bear any relation to the controllable electronic record's jurisdiction. 22 (f) The rights acquired under AS 45.36.104 by a purchaser or qualifying 23 purchaser are governed by the law applicable under this section at the time of 24 purchase. 25 Article 2. Transitional Provisions. 26 Sec. 45.36.201. Short title. AS 45.36.201 - 45.36.209 may be cited as 27 Transitional Provisions for Uniform Commercial Code Amendments (2022). 28 Sec. 45.36.202. Definition. In AS 45.36.201 - 45.36.209, "financing 29 statement" has the meaning given in AS 45.29.102(a). 30 Sec. 45.36.203. Saving clause. Except as provided in AS 45.36.204 - 31 45.36.209, a transaction validly entered into before the effective date of this Act and
01 the rights, duties, and interests flowing from the transaction remain valid thereafter 02 and may be terminated, completed, consummated, or enforced as required or permitted 03 by law other than the code or, if applicable, the code, as though secs. 1 - 143, sec. 146, 04 AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150, 05 and secs. 151 - 188 of this Act had not taken effect. 06 Sec. 45.36.204. Saving clause for AS 45.29 and AS 45.36. (a) Except as 07 provided in AS 45.36.204 - 45.36.209, AS 45.29, as that chapter read on the effective 08 date of this Act, and this chapter apply to a transaction, lien, or other interest in 09 property, even if the transaction, lien, or interest was entered into, created, or acquired 10 before the effective date of this Act. 11 (b) Except as provided in (c) of this section and AS 45.36.205 - 45.36.209, 12 (1) a transaction, lien, or interest in property that was validly entered 13 into, created, or transferred before the effective date of this Act and was not governed 14 by the code, but would be subject to AS 45.29, as that chapter read on the effective 15 date of this Act, or this chapter if it had been entered into, created, or transferred on or 16 after the effective date of this Act, including the rights, duties, and interests flowing 17 from the transaction, lien, or interest, remains valid on and after the effective date of 18 this Act; and 19 (2) the transaction, lien, or interest may be terminated, completed, 20 consummated, and enforced as required or permitted by secs. 1 - 143, sec. 146, 21 AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150, 22 and secs. 151 - 188 of this Act or by the law that would apply if secs. 1 - 143, sec. 146, 23 AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150, 24 and secs. 151 - 188 of this Act had not taken effect. 25 (c) Sections 1 - 143, sec. 146, AS 45.29.406(l) and (m), enacted by sec. 147, 26 AS 45.29.408(g), enacted by sec. 150, and secs. 151 - 188 of this Act do not affect an 27 action, case, or proceeding commenced before the effective date of this Act. 28 Sec. 45.36.205. Security interest perfected before effective date. (a) A 29 security interest that is enforceable and perfected immediately before the effective date 30 of this Act is a perfected security interest under secs. 1 - 143, sec. 146, 31 AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150,
01 and secs. 151 - 188 of this Act if, on the effective date of this Act, the requirements for 02 enforceability and perfection under secs. 1 - 143, sec. 146, AS 45.29.406(l) and (m), 03 enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150, and secs. 151 - 188 of this 04 Act are satisfied without further action. 05 (b) If a security interest is enforceable and perfected immediately before the 06 effective date of this Act, but the requirements for enforceability or perfection under 07 secs. 1 - 143, sec. 146, AS 45.29.406(l) and (m), enacted by sec. 147, 08 AS 45.29.408(g), enacted by sec. 150, and secs. 151 - 188 of this Act are not satisfied 09 on the effective date of this Act, the security interest 10 (1) is a perfected security interest until the earlier of the time 11 perfection would have ceased under the law in effect immediately before the effective 12 date or the date one year after the effective date of this Act; 13 (2) remains enforceable thereafter only if the security interest satisfies 14 the requirements for enforceability under AS 45.29.203, as that section read on the 15 effective date of this Act, before the date one year after the effective date of this Act; 16 and 17 (3) remains perfected thereafter only if the requirements for perfection 18 under secs. 1 - 143, sec. 146, AS 45.29.406(l) and (m), enacted by sec. 147, 19 AS 45.29.408(g), enacted by sec. 150, and secs. 151 - 188 of this Act are satisfied 20 before the time specified in (1) of this subsection. 21 Sec. 45.36.206. Security interest unperfected before effective date. A 22 security interest that is enforceable immediately before the effective date of this Act 23 but is unperfected at that time 24 (1) remains an enforceable security interest until the date one year after 25 the effective date of this Act; 26 (2) remains enforceable thereafter if the security interest becomes 27 enforceable under AS 45.29.203, as that section read on the effective date of this Act, 28 on the effective date or before the date one year after the effective date of this Act; and 29 (3) becomes perfected 30 (A) without further action, on the effective date of this Act if 31 the requirements for perfection under secs. 1 - 143, sec. 146, AS 45.29.406(l)
01 and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150, and secs. 02 151 - 188 of this Act are satisfied before or at that time; or 03 (B) when the requirements for perfection are satisfied if the 04 requirements are satisfied after that time. 05 Sec. 45.36.207. Effectiveness of actions taken before effective date. (a) If 06 action, other than the filing of a financing statement, is taken before the effective date 07 of this Act and the action would have resulted in perfection of the security interest had 08 the security interest become enforceable before the effective date of this Act, the 09 action is effective to perfect a security interest that attaches under secs. 1 - 143, sec. 10 146, AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 11 150, and secs. 151 - 188 of this Act before the date one year after the effective date of 12 this Act. An attached security interest becomes unperfected on the date one year after 13 the effective date of this Act unless the security interest becomes a perfected security 14 interest under secs. 1 - 143, sec. 146, AS 45.29.406(l) and (m), enacted by sec. 147, 15 AS 45.29.408(g), enacted by sec. 150, and secs. 151 - 188 of this Act before the date 16 one year after the effective date of this Act. 17 (b) The filing of a financing statement before the effective date of this Act is 18 effective to perfect a security interest on the effective date of this Act to the extent the 19 filing would satisfy the requirements for perfection under secs. 1 - 143, sec. 146, 20 AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150, 21 and secs. 151 - 188 of this Act. 22 (c) The taking of an action before the effective date of this Act is sufficient for 23 the enforceability of a security interest on the effective date of this Act if the action 24 would satisfy the requirements for enforceability under secs. 1 - 143, sec. 146, 25 AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150, 26 and secs. 151 - 188 of this Act. 27 Sec. 45.36.208. Priority. (a) Subject to (b) and (c) of this section, secs. 1 - 143, 28 sec. 146, AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by 29 sec. 150, and secs. 151 - 188 of this Act determine the priority of conflicting claims to 30 collateral. 31 (b) Subject to (c) of this section, if the priorities of claims to collateral were
01 established before the effective date of this Act, AS 45.29, as that chapter read before 02 the effective date of this Act, determines priority. 03 (c) On the date one year after the effective date of this Act, to the extent the 04 priorities determined by AS 45.29, as that chapter read on the effective date of this 05 Act, modify the priorities established before the effective date of this Act, the 06 priorities of claims to controllable accounts, controllable electronic records, 07 controllable payment intangibles, and electronic money established before the 08 effective date of this Act cease to apply. 09 Sec. 45.36.209. Priority of claims when priority rules set out in AS 45.29 10 do not apply. (a) Subject to (b) and (c) of this section, this chapter determines the 11 priority of conflicting claims to controllable accounts, controllable electronic records, 12 or controllable payment intangibles when the priority rules set out in AS 45.29, as that 13 chapter read on the effective date of this Act, do not apply. 14 (b) Subject to (c) of this section, when the priority rules set out in AS 45.29, as 15 that chapter read on the effective date of this Act, do not apply and the priorities of 16 claims to controllable accounts, controllable electronic records, or controllable 17 payment intangibles were established before the effective date of this Act, law other 18 than this chapter determines priority. 19 (c) When the priority rules set out in AS 45.29, as that chapter read on the 20 effective date of this Act, do not apply, to the extent the priorities determined by secs. 21 1 - 143, sec. 146, AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), 22 enacted by sec. 150, and secs. 151 - 188 of this Act modify the priorities established 23 before the effective date of this Act, the priorities of claims to controllable accounts, 24 controllable electronic records, or controllable payment intangibles established before 25 the effective date of this Act cease to apply on the date one year after the effective date 26 of this Act. 27 * Sec. 184. AS 45.50.541(a) is amended to read: 28 (a) If a contract for sale or lease of consumer goods or services on credit 29 entered into between a retail seller and a retail buyer requires or involves the execution 30 of a promissory note or instrument or other evidence of indebtedness of the buyer, the 31 note, instrument, or evidence of indebtedness shall have printed on its face the words
01 "consumer paper," and the note, instrument, or evidence of indebtedness with the 02 words "consumer paper" printed on it is not a negotiable instrument, within the 03 meaning of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and 04 AS 45.36 (Uniform Commercial Code). 05 * Sec. 185. AS 45.63.030(a) is amended to read: 06 (a) Notwithstanding AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] 07 AS 45.29, and AS 45.36 (Uniform Commercial Code), a telephone seller shall give 08 the buyer a refund, credit, or replacement, at the option of the buyer, if 09 (1) the property or services purchased are defective, not as represented, 10 or not received as promised by the seller; 11 (2) within seven days after receiving the purchased property, the buyer 12 returns the purchased property and makes a written request for the refund, credit, or 13 replacement; or 14 (3) within seven days after paying for the purchased services and 15 before the services are provided, the buyer makes a written request for the refund or 16 credit. 17 * Sec. 186. AS 45.63.030(c) is amended to read: 18 (c) Notwithstanding AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] 19 AS 45.29, and AS 45.36 (Uniform Commercial Code), a purchase of property from a 20 telephone seller becomes final seven days after receipt of the property, unless the 21 buyer requests a refund, credit, or replacement under (a) of this section, or the 22 telephone seller fails to obtain the contract required by AS 45.63.020. 23 * Sec. 187. AS 45.66.230(b) is amended to read: 24 (b) To the extent of the conflict, the provisions of this chapter govern if a sale 25 of or an offer to sell a business opportunity is regulated by this chapter and by 26 AS 45.63 (solicitations by telephonic means), by AS 45.01 - AS 45.08, AS 45.12, 27 AS 45.14, [AND] AS 45.29, and AS 45.36 (Uniform Commercial Code), or by 28 another law, and it is not possible to comply with or to apply both this chapter and the 29 other law. 30 * Sec. 188. AS 45.03.401(b); AS 45.07.112(a)(10); AS 45.29.102(a)(8), 45.29.102(a)(38), 31 45.29.102(a)(98), and 45.29.102(a)(102) are repealed.