SB 252

                         LAWS OF ALASKA
                                       2026
Source  Chapter No.
SB 252  _______
                                       AN ACT
Relating to the Uniform Commercial Code; relating to secured transactions; relating to
controllable accounts, controllable electronic records, and controllable payment intangibles;
relating to sales; relating to negotiable instruments; relating to letters of credit; relating to
warehouse receipts, bills of lading, and other documents of title; relating to investment
securities; relating to leases of goods; and relating to fund transfers.
                                  _______________
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA:
                         THE ACT FOLLOWS ON PAGE 1
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                                              AN ACT
1  Relating to the Uniform Commercial Code; relating to secured transactions; relating to
2  controllable accounts, controllable electronic records, and controllable payment intangibles;
3  relating to sales; relating to negotiable instruments; relating to letters of credit; relating to
4  warehouse receipts, bills of lading, and other documents of title; relating to investment
5  securities; relating to leases of goods; and relating to fund transfers.
6_______________
7   * Section 1. AS 09.25.060 is amended to read:
8Sec. 09.25.060. Fraud presumed from retention of possession. Every sale or
9assignment of personal property unless accompanied by the immediate delivery and the
10actual and continued change of possession of the thing sold or assigned is presumed
11prima facie to be a fraud against the creditors of the vendor or assignor, and subsequent
12purchasers in good faith and for a valuable consideration during the time the property
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1remains in the possession of the vendor or assignor, except that retention of possession
2in good faith and current course of trade by a merchant seller for a commercially
3reasonable time after a sale or identification is not fraudulent, and nothing contained in
4this section shall supersede the provisions of AS 45.01 - AS 45.08, AS 45.12, AS 45.14,
5[AND] AS 45.29, and AS 45.36 (Uniform Commercial Code).
6   * Sec. 2. AS 09.25.090 is amended to read:
7Sec. 09.25.090. Objections to tender. The person to whom a tender is made
8shall at the time specify any objection the person may have to the money, instrument,
9or property, or the person waives it. If the objection is to the amount of money, the terms
10of the instrument, or the amount or kind of property, the person shall specify the amount,
11terms, or kind that the person requires, or is precluded from objecting later. This section
12may not be construed to modify or change in any manner corresponding provisions of
13AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and AS 45.36 (Uniform
14Commercial Code).
15  * Sec. 3. AS 09.80.190(17) is amended to read:
16(17)    "Uniform Commercial Code" means AS 45.01 - AS 45.08,
17AS 45.12, AS 45.14, [AND] AS 45.29, and AS 45.36.
18  * Sec. 4. AS 14.42.220(c) is amended to read:
19(c) Bonds of the corporation, regardless of form or character, are negotiable
20instruments for all the purposes of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND]
21AS 45.29, and AS 45.36 (Uniform Commercial Code).
22  * Sec. 5. AS 14.42.250 is amended to read:
23Sec. 14.42.250. Validity of pledge. It is the intention of the legislature that a
24pledge made in respect to bonds of the corporation shall be valid, perfected, and binding
25from the time the pledge is made; that the money or property so pledged and thereafter
26received by the corporation shall immediately be subject to the lien of the pledge without
27physical delivery or further act; and that the lien of the pledge shall be valid and binding
28as against all parties having claims of any kind in tort, contract, or otherwise against the
29corporation irrespective of whether the parties have notice. Neither the resolution, trust
30agreement, nor other instrument by which a pledge is created need be recorded or filed
31under the provisions of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29,
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1and AS 45.36 (Uniform Commercial Code) to be valid, perfected, binding, or effective.
2  * Sec. 6. AS 25.27.279 is amended to read:
3Sec. 25.27.279. Voiding of fraudulent transfers made to avoid payment of
4child support. In addition to the rights provided in AS 09.25.060, if a transfer of
5personal or real property is made by an obligor without immediate delivery and the
6actual continuing change of possession of the property transferred, the transfer of the
7property is presumed prima facie to be fraud against creditors for child support of the
8obligor who transferred the property and subsequent purchasers in good faith and for
9valuable consideration during the time the property remains in the possession of the
10      obligor who made the transfer, except that retention of possession in good faith and
11      current course of trade by a merchant seller for a commercially reasonable time after
12      the sale or identification is not fraudulent. Nothing contained in this section supersedes
13      the provisions of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and
14      AS 45.36 (Uniform Commercial Code).
15 * Sec. 7. AS 28.10.491(a) is amended to read:
16(a) Upon conviction, a person is guilty of a felony who
17(1) alters, forges, or counterfeits a certificate of title or registration, or a
18      registration plate, decal, tab, or sticker of this or another jurisdiction;
19(2) alters or forges an assignment of a certificate of title or an assignment
20      or release of a security interest on a certificate of title of this or another jurisdiction or
21      on a form the department prescribes;
22(3)   has possession of or uses a certificate of title or registration,
23      registration plate, decal, tab, or sticker of this or another jurisdiction knowing it to have
24      been altered, forged, or counterfeited;
25(4) wilfully removes or falsifies a vehicle identification number;
26(5) wilfully conceals or misrepresents the identity of a vehicle or vehicle
27      equipment;
28(6) buys, receives, possesses, sells, or disposes of a vehicle or vehicle
29      equipment, knowing that a vehicle identification number or equipment has been
30      unlawfully removed or falsified;
31(7) removes from the state a vehicle that is the subject of a security
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1interest created under AS 28.01 - 28.35 or under AS 45.01 - 45.08, AS 45.12, AS 45.14,
2[AND] AS 45.29, and AS 45.36 (Uniform Commercial Code) without the written
3consent of the secured party, and with intent to defraud the secured party or the state;
4(8) represents a motor vehicle or house trailer to be a new vehicle and
5who sells or procures the sale of that motor vehicle as a new vehicle without presenting
6a "manufacturer's statement of origin"; or
7(9) makes a false statement or otherwise conceals or withholds a material
8fact in an application for registration or certificate of title or falsely affirms with respect
9to a matter required to be sworn to, affirmed, or furnished under this chapter or
10regulations adopted under this chapter; except that a person who with criminal
11negligence as defined in AS 11.81.900, falsely certifies to the department the existence
12of a motor vehicle liability insurance policy under AS 28.10.021(a)(2), is guilty of a
13class A misdemeanor.
14  * Sec. 8. AS 29.35.625(e) is amended to read:
15(e) All bonds issued under this section, regardless of form or character, are
16negotiable instruments for all of the purposes of AS 45.01 - AS 45.08, AS 45.12,
17AS 45.14, [AND] AS 45.29, and AS 45.36 (Uniform Commercial Code).
18  * Sec. 9. AS 29.35.825(e) is amended to read:
19(e) All bonds issued under this section, regardless of form or character, are
20negotiable instruments for all the purposes of AS 45.01 - AS 45.08, AS 45.12,
21AS 45.14, [AND] AS 45.29, and AS 45.36 (Uniform Commercial Code).
22  * Sec. 10. AS 36.30.860 is amended to read:
23Sec. 36.30.860. Supplementary general principles of law applicable. Unless
24displaced by the particular provisions of this chapter, the principles of law and equity,
25including AS 45.01 - AS 45.08, AS 45.12, 45.14, [AND] 45.29, and 45.36 (Uniform
26Commercial Code), the law merchant, and law relative to capacity to contract, agency,
27fraud, misrepresentation, duress, coercion, mistake, or bankruptcy shall supplement the
28provisions of this chapter.
29  * Sec. 11. AS 44.83.100(c) is amended to read:
30(c) All bonds, regardless of form or character, shall be negotiable instruments
31for all the purposes of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and
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1AS 45.36 (Uniform Commercial Code).
2  * Sec. 12. AS 44.83.120 is amended to read:
3Sec. 44.83.120. Validity of pledge. It is the intention of the legislature that a
4pledge made in respect of bonds is considered perfected and is valid and binding from
5the time the pledge is made; that the money or property so pledged and thereafter
6received by the authority shall immediately be subject to the lien of the pledge without
7physical delivery or further act; and that the lien of the pledge shall be valid and binding
8as against all parties having claims of any kind in tort, contract, or otherwise against the
9authority irrespective of whether the parties have notice. Neither the resolution, trust
10      agreement, nor any other instrument by which a pledge is created need be recorded or
11      filed under the provisions of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND]
12      AS 45.29, and AS 45.36 (Uniform Commercial Code) to be perfected or to be valid,
13      binding, or effective against the parties.
14 * Sec. 13. AS 44.85.140 is amended to read:
15Sec. 44.85.140. Negotiability of bonds or notes. Notwithstanding other
16      provisions of law, a bond or note issued under this chapter is fully negotiable for all
17      purposes of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and AS 45.36
18      (Uniform Commercial Code), and a holder or owner of a bond or note, or of a coupon
19      appurtenant to it, by accepting the bond, note, or coupon is conclusively considered to
20      have agreed that the bond, note, or coupon is fully negotiable for all purposes of
21      AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and AS 45.36.
22 * Sec. 14. AS 44.88.090(c) is amended to read:
23(c) All bonds, regardless of form or character, shall be negotiable instruments
24      for all the purposes of AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and
25      AS 45.36 (Uniform Commercial Code).
26 * Sec. 15. AS 45.01.111(a) is amended to read:
27(a) AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and AS 45.36
28      may be cited as the Uniform Commercial Code.
29 * Sec. 16. AS 45.01.211(b)(10) is amended to read:
30(10) "code" means AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND]
31      AS 45.29, and AS 45.36;
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1   * Sec. 17. AS 45.01.211(b)(11) is amended to read:
2(11) "conspicuous," with reference to a term, means written, displayed,
3or presented in a way that, based on the totality of the circumstances, a reasonable
4person against whom it is to operate ought to have noticed it; whether a term is
5"conspicuous" or not is a decision for the court; [CONSPICUOUS TERMS INCLUDE
6(A) A HEADING IN CAPITALS EQUAL TO OR GREATER
7IN SIZE THAN THE SURROUNDING TEXT, OR IN CONTRASTING
8TYPE, FONT, OR COLOR TO THE SURROUNDING TEXT OF THE SAME
9OR LESSER SIZE; AND
10(B)    LANGUAGE IN THE BODY OF A RECORD OR
11DISPLAY IN LARGER TYPE THAN THE SURROUNDING TEXT, OR IN
12CONTRASTING TYPE, FONT, OR COLOR TO THE SURROUNDING
13TEXT OF THE SAME SIZE, OR SET OFF FROM SURROUNDING TEXT
14OF THE SAME SIZE BY SYMBOLS OR OTHER MARKS THAT CALL
15ATTENTION TO THE LANGUAGE;]
16  * Sec. 18. AS 45.01.211(b)(16) is amended to read:
17(16) "delivery," with respect to an electronic document of title, means
18voluntary transfer of control and, with respect to an instrument, a tangible document of
19title, or an authoritative tangible copy of a record evidencing chattel paper, means
20voluntary transfer of possession;
21  * Sec. 19. AS 45.01.211(b)(23) is amended to read:
22(23) "holder" means the person in
23(A) possession of a negotiable instrument that is payable either
24to bearer or to an identified person who is the person in possession;
25(B) possession of a negotiable tangible document of title if the
26goods are deliverable either to bearer or to the order of the person in possession;
27or
28(C) control, other than under AS 45.07.116(g), of a negotiable
29electronic document of title;
30  * Sec. 20. AS 45.01.211(b)(26) is amended to read:
31(26) "money" means a medium of exchange that is currently authorized
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1or adopted by a domestic or foreign government; "money" [, AND] includes a
2monetary unit of account established by an intergovernmental organization or by
3agreement between two or more countries; "money" does not include an electronic
4record that is a medium of exchange recorded and transferable in a system that
5existed and operated for the medium of exchange before the medium of exchange
6was authorized or adopted by the government;
7  * Sec. 21. AS 45.01.211(b)(30) is amended to read:
8(30) "person" means an individual, corporation, business trust, estate,
9trust, partnership, limited liability company, association, joint venture, government,
10      governmental subdivision, agency, or instrumentality [, PUBLIC CORPORATION,] or
11      another legal or commercial entity; "person" includes a protected series, however
12      denominated, of an entity if the protected series is established under law other than
13      the code that limits, or limits if conditions specified under the law are satisfied, the
14      ability of a creditor of the entity or of another protected series of the entity to
15      satisfy a claim from assets of the protected series;
16 * Sec. 22. AS 45.01.211(b)(39) is amended to read:
17(39) "send," in connection with a [WRITING,] record [,] or notification
18      [NOTICE], means
19(A) to deposit in the mail, [OR] deliver for transmission, or
20transmit by a usual means of communication, with postage or cost of
21transmission provided for [AND PROPERLY ADDRESSED AND, IN THE
22CASE OF AN INSTRUMENT, TO AN ADDRESS SPECIFIED ON THE
23INSTRUMENT OR OTHERWISE AGREED ON, OR, IF AN ADDRESS IS
24NOT SPECIFIED ON THE INSTRUMENT OR OTHERWISE AGREED ON],
25addressed to an address reasonable under the circumstances; or
26(B) to cause the record or notification to be received within
27the time the record or notification would have been received if properly sent
28under (A) of this paragraph [IN ANOTHER WAY TO CAUSE TO BE
29RECEIVED A RECORD OR NOTICE WITHIN THE TIME IT WOULD
30HAVE ARRIVED IF PROPERLY SENT];
31 * Sec. 23. AS 45.01.211(b)(40) is amended to read:
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1(40)   "signed," "signing," and "signature" have corresponding
2meanings to "sign" [INCLUDES USING A SYMBOL EXECUTED OR ADOPTED
3WITH PRESENT INTENTION TO ADOPT OR ACCEPT A WRITING];
4   * Sec. 24. AS 45.01.211(b) is amended by adding new paragraphs to read:
5(48) "electronic" means relating to technology having electrical, digital,
6magnetic, wireless, optical, electromagnetic, or similar capabilities;
7(49) "sign" means, with present intent to authenticate or adopt a record,
8to
9(A) execute or adopt a tangible symbol; or
10(B) attach to or logically associate with the record an electronic
11symbol, sound, or process.
12  * Sec. 25. AS 45.01.214 is amended to read:
13Sec. 45.01.214. Value. Except as otherwise provided in AS 45.03, AS 45.04,
14[AND] AS 45.05, and AS 45.36, a person gives value for rights if the person acquires
15them
16(1) in return for a binding commitment to extend credit or for the
17extension of immediately available credit, whether or not drawn on [UPON] and
18whether or not a charge-back is provided for in the event of difficulties in collection;
19(2) as security for, or in total or partial satisfaction of, a preexisting
20claim;
21(3) by accepting delivery under a preexisting contract for purchase; or
22(4) in return for consideration sufficient to support a simple contract.
23  * Sec. 26. AS 45.01.301(c) is amended to read:
24(c) If one of the following provisions of the code specifies the applicable law,
25that provision governs, and a contrary agreement is effective only to the extent permitted
26by the applicable law specified by that provision:
27(1) AS 45.02.402;
28(2) AS 45.04.102;
29(3) AS 45.05.116;
30(4) AS 45.08.110;
31(5) AS 45.12.105 and 45.12.106;
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1(6) AS 45.14.507;
2(7) AS 45.29.301 - 45.29.307;
3(8) AS 45.36.107.
4  * Sec. 27. AS 45.01.306 is amended to read:
5Sec. 45.01.306. Waiver or renunciation of claim or right after breach. A
6claim or right arising out of an alleged breach may be discharged in whole or in part
7without consideration by agreement of the aggrieved party in a signed [AN
8AUTHENTICATED] record.
9  * Sec. 28. AS 45.02.102 is amended to read:
10Sec. 45.02.102. Scope; certain security and other transactions excluded.
11      Unless the context otherwise requires, and except as provided in (c) of this section,
12      this chapter applies to transactions in goods and, in the case of a hybrid transaction,
13      applies to the extent provided in (b) of this section [; IT DOES NOT APPLY TO A
14      TRANSACTION THAT, ALTHOUGH IN THE FORM OF AN UNCONDITIONAL
15      CONTRACT TO SELL OR PRESENT SALE, IS INTENDED TO OPERATE ONLY
16      AS A SECURITY TRANSACTION, NOR DOES THIS CHAPTER IMPAIR OR
17      REPEAL ANY STATUTE REGULATING SALES TO CONSUMERS, FARMERS,
18      OR OTHER SPECIFIED CLASS OF BUYERS].
19 * Sec. 29. AS 45.02.102 is amended by adding new subsections to read:
20(b) In a hybrid transaction,
21(1) if the sale-of-goods aspects do not predominate, only the provisions
22      of this chapter that relate primarily to the sale-of-goods aspects of the transaction apply,
23      and the provisions that relate primarily to the transaction as a whole do not apply;
24(2) if the sale-of-goods aspects predominate, this chapter applies to the
25      transaction but does not preclude application in appropriate circumstances of other law
26      to aspects of the transaction that do not relate to the sale of goods.
27(c) This chapter does not
28(1)    apply to a transaction that, even though in the form of an
29      unconditional contract to sell or present sale, operates only to create a security interest;
30      or
31(2) impair or repeal a statute regulating sales to consumers, farmers, or
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1other specified classes of buyers.
2   * Sec. 30. AS 45.02.106 is amended by adding a new subsection to read:
3(e) "Hybrid transaction" means a single transaction involving a sale of goods
4and
5(1) the provision of services;
6(2) a lease of other goods; or
7(3) a sale, lease, or license of property other than goods.
8   * Sec. 31. AS 45.02.201(a) is amended to read:
9(a) Except as otherwise provided in this section, a contract for the sale of goods,
10including the sale or transfer of a boat or vessel, for the price of $500 or more is not
11enforceable by action or defense unless there is a record [WRITING] sufficient to
12indicate that a contract for sale has been made between the parties and signed by the
13party against whom enforcement is sought or by the party's [AN] authorized agent or
14broker [OF THAT PARTY]. A record [WRITING] is not insufficient because it omits
15or incorrectly states a term agreed on [UPON], but the contract is not enforceable under
16this subsection beyond the quantity of goods shown in the record [SUCH WRITING].
17  * Sec. 32. AS 45.02.201(b) is amended to read:
18(b) Between merchants if within a reasonable time a record [WRITING] in
19confirmation of the contract and sufficient against the sender is received and the party
20receiving it has reason to know its contents, it satisfies the requirements of (a) of this
21section against the party unless [WRITTEN] notice in a record of objection to its
22contents is given within 10 days after it is received.
23  * Sec. 33. AS 45.02.202 is amended to read:
24Sec. 45.02.202. Final [WRITTEN] expression; parol or extrinsic evidence.
25Terms with respect to which the confirmatory memoranda of the parties agree, or that
26are otherwise set out in a record [WRITING] intended by the parties as a final
27expression of their agreement with respect to the terms included in the writing, may not
28be contradicted by evidence of a prior agreement or of a contemporaneous oral
29agreement, but may be explained or supplemented
30(1) by course of performance, course of dealing, or usage of trade
31(AS 45.01.303); and
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1(2) by evidence of consistent additional terms unless the court finds the
2record [WRITING] was intended also as a complete and exclusive statement of the
3terms of the agreement.
4  * Sec. 34. AS 45.02.203 is amended to read:
5Sec. 45.02.203. Seals inoperative. The affixing of a seal to a record
6[WRITING] evidencing a contract for sale or an offer to buy or sell goods does not
7make the record [WRITING] a sealed instrument and the law with respect to sealed
8instruments does not apply to the contract or offer.
9  * Sec. 35. AS 45.02.205 is amended to read:
10Sec. 45.02.205. Firm offers. An offer by a merchant to buy or sell goods in a
11      signed record [WRITING] that by its terms gives assurance that it will be held open is
12      not revocable, for lack of consideration, during the time stated or if no time is stated for
13      a reasonable time, but in no event may the period or irrevocability exceed three months.
14      A term of assurance on a form supplied by the offeree must be separately signed by the
15      offeror.
16 * Sec. 36. AS 45.02.209(b) is amended to read:
17(b) A signed agreement that excludes modification or rescission except by a
18      signed writing or other signed record cannot be otherwise modified or rescinded, but
19      except as between merchants such a requirement on a form supplied by the merchant
20      must be separately signed by the other party.
21 * Sec. 37. AS 45.03.104(a) is amended to read:
22(a) Except as provided in (c) and (d) [(c) - (d)] of this section, "negotiable
23      instrument" means an unconditional promise or order to pay a fixed amount of money,
24      with or without interest or other charges described in the promise or order, if the
25      unconditional promise or order
26(1) is payable to bearer or to order at the time it is issued or first comes
27      into possession of a holder;
28(2) is payable on demand or at a definite time; and
29(3) does not state any other undertaking or instruction by the person
30      promising or ordering payment to do an act in addition to the payment of money, but
31      the promise or order may contain
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1(A)   an undertaking or power to give, maintain, or protect
2collateral to secure payment;
3(B)   [,] an authorization or power to the holder to confess
4judgment or realize on or dispose of collateral;
5(C) [, OR] a waiver of the benefit of a law intended for the
6advantage or protection of an obligor;
7(D) a term that specifies the law that governs the promise or
8order; or
9(E) an undertaking to resolve in a specified forum a dispute
10concerning the promise or order.
11  * Sec. 38. AS 45.03.105(a) is amended to read:
12(a) "Issue" means
13(1) the first delivery of an instrument by the maker or drawer, whether
14to a holder or nonholder, for the purpose of giving rights on the instrument to any
15person; or
16(2) if agreed by the payee, the first transmission by the drawer to
17the payee of an image of an item and information derived from the item that
18enables the depositary bank to collect the item by transferring or presenting under
19federal law an electronic check.
20  * Sec. 39. AS 45.03.604 is amended by adding a new subsection to read:
21(c) The obligation of a party to pay a check is not discharged solely by
22destruction of the check in connection with a process in which information is extracted
23from the check and an image of the check is made and, subsequently, the information
24and image are transmitted for payment.
25  * Sec. 40. AS 45.05.104 is amended to read:
26Sec. 45.05.104. Formal requirements. A letter of credit, confirmation, advice,
27transfer, amendment, or cancellation may be issued in any form that is a signed record
28[AND IS AUTHENTICATED
29(1) BY A SIGNATURE; OR
30(2)   UNDER THE AGREEMENT OF THE PARTIES OR THE
31STANDARD PRACTICE REFERRED TO IN AS 45.05.108(e)].
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1  * Sec. 41. AS 45.05.116(a) is amended to read:
2(a) The liability of an issuer, nominated person, or adviser for an action or
3omission is governed by the law of the jurisdiction chosen by an agreement in the form
4of a record signed [OR OTHERWISE AUTHENTICATED] by the affected parties [IN
5THE MANNER PROVIDED IN AS 45.05.104] or by a provision in the letter of credit,
6confirmation, or other undertaking. The jurisdiction whose law is chosen does not need
7to bear a relation to the transaction.
8  * Sec. 42. AS 45.05.116(b) is amended to read:
9(b) Unless (a) of this section applies, the liability of an issuer, nominated person,
10      or adviser for action or omission is governed by the law of the jurisdiction in which the
11      issuer, nominated person, or adviser is located. The issuer, nominated person, or adviser
12      is considered to be located at the address indicated in the undertaking of the issuer,
13      nominated person, or adviser. If more than one address is indicated, the issuer,
14      nominated person, or adviser is considered to be located at the address from which the
15      undertaking of the issuer, nominated person, or adviser was issued. [FOR THE
16      PURPOSE OF JURISDICTION, CHOICE OF LAW, AND RECOGNITION OF
17      INTERBRANCH LETTERS OF CREDIT, BUT NOT ENFORCEMENT OF A
18      JUDGMENT, ALL BRANCHES OF A BANK ARE CONSIDERED SEPARATE
19      JURIDICAL ENTITIES, AND A BANK IS CONSIDERED TO BE LOCATED AT
20      THE PLACE WHERE THE BANK'S RELEVANT BRANCH IS CONSIDERED TO
21      BE LOCATED UNDER THIS SUBSECTION.]
22 * Sec. 43. AS 45.05.116 is amended by adding new subsections to read:
23(f) For the purpose of jurisdiction, choice of law, and recognition of interbranch
24      letters of credit, but not enforcement of a judgment, all branches of a bank are considered
25      separate juridical entities, and a bank is considered to be located at the place where the
26      bank's relevant branch is considered to be located under (g) of this section.
27(g) A branch of a bank is considered to be located at the address indicated in the
28      branch's undertaking. If more than one address is indicated, the branch is considered to
29      be located at the address from which the undertaking was issued.
30 * Sec. 44. AS 45.07.116(b) is amended to read:
31(b) A system satisfies (a) of this section, and a person has [IS CONSIDERED
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1TO HAVE] control of an electronic document of title, if the document is created, stored,
2and transferred [ASSIGNED] in a manner by which
3(1) a single authoritative copy of the document exists that is unique,
4identifiable, and, except as otherwise provided in (4), (5), and (6) of this subsection,
5unalterable;
6(2) the authoritative copy identifies the person asserting control as
7(A) the person to whom the document was issued; or
8(B) if the authoritative copy indicates that the document has been
9transferred, the person to whom the document was most recently transferred;
10(3) the authoritative copy is communicated to and maintained by the
11person asserting control or the person's designated custodian;
12(4) copies or amendments that add or change an identified transferee
13[ASSIGNEE] of the authoritative copy can be made only with the consent of the person
14asserting control;
15(5) each copy of the authoritative copy and a copy of a copy are readily
16identifiable as a copy that is not the authoritative copy; and
17(6) an amendment of the authoritative copy is readily identifiable as
18authorized or unauthorized.
19  * Sec. 45. AS 45.07.116 is amended by adding new subsections to read:
20(c) A system satisfies (a) of this section, and a person has control of an electronic
21document of title, if an authoritative electronic copy of the document, a record attached
22to or logically associated with the electronic copy, or a system in which the electronic
23copy is recorded
24(1) enables the person readily to identify each electronic copy as either
25an authoritative copy or a nonauthoritative copy;
26(2) enables the person readily to identify itself in any way, including by
27name, identifying number, cryptographic key, office, or account number, as the person
28to which each authoritative electronic copy was issued or transferred; and
29(3) gives the person exclusive power, subject to (d) of this section, to
30(A) prevent others from adding or changing the person to which
31each authoritative electronic copy has been issued or transferred; and
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1(B) transfer control of each authoritative electronic copy.
2(d) Subject to (e) of this section, a power is exclusive under (c)(3)(A) and (B)
3  of this section even if
4(1) the authoritative electronic copy, a record attached to or logically
5  associated with the authoritative electronic copy, or a system in which the authoritative
6  electronic copy is recorded limits the use of the document of title or has a protocol that
7  is programmed to cause a change, including a transfer or loss of control; or
8(2) the power is shared with another person.
9(e) A power of a person is not shared with another person under (d)(2) of this
10 section and the person's power is not exclusive if
11(1) the person can exercise the power only if the power also is exercised
12 by the other person; and
13(2) the other person
14(A) can exercise the power without exercise of the power by the
15person; or
16(B) is the transferor to the person of an interest in the document
17of title.
18(f) If a person has the powers specified in (c)(3)(A) and (B) of this section, the
19 powers are presumed to be exclusive.
20(g) A person has control of an electronic document of title if another person,
21 other than the transferor to the person of an interest in the document,
22(1) has control of the document and acknowledges that it has control on
23 behalf of the person; or
24(2) obtains control of the document after having acknowledged that it
25 will obtain control of the document on behalf of the person.
26(h) A person that has control under this section is not required to acknowledge
27 that it has control on behalf of another person.
28(i) If a person acknowledges that it has or will obtain control on behalf of
29 another person, unless the person otherwise agrees or law other than this chapter or
30 AS 45.29 otherwise provides, the person does not owe a duty to the other person and is
31 not required to confirm the acknowledgment to another person.
                                            -15-  Enrolled SB 252
1   * Sec. 46. AS 45.08.102(a)(6) is amended to read:
2(6) "communicate" means to
3(A) send a signed record [WRITING]; or
4(B) transmit information by any mechanism agreed on [UPON]
5by the persons transmitting and receiving the information;
6   * Sec. 47. AS 45.08.102(b) is amended to read:
7(b) The following [OTHER] definitions in [APPLYING TO] this chapter and
8other chapters apply to this chapter: [THE SECTIONS IN WHICH THEY APPEAR
9ARE]
10(1) "appropriate person" (AS 45.08.107);
11(2) "control" (AS 45.08.106);
12(3) "controllable account" (AS 45.29.102(a));
13(4) "controllable electronic record" (AS 45.36.102);
14(5) "controllable payment intangible" (AS 45.29.102(a));
15(6) [(3)] "delivery" (AS 45.08.301);
16(7) [(4)] "investment company security" (AS 45.08.103);
17(8) [(5)] "issuer" (AS 45.08.201);
18(9) [(6)] "overissue" (AS 45.08.210);
19(10) [(7)] "protected purchaser" (AS 45.08.303);
20(11) [(8)] "securities account" (AS 45.08.501).
21  * Sec. 48. AS 45.08.103 is amended by adding a new subsection to read:
22(i)   A controllable account, controllable electronic record, or controllable
23payment intangible is not a financial asset unless AS 45.08.102(a)(10)(C) applies.
24  * Sec. 49. AS 45.08.106(d) is amended to read:
25(d) A purchaser has control of a security entitlement if
26(1) the purchaser becomes the entitlement holder;
27(2) the securities intermediary has agreed that the securities intermediary
28will comply with entitlement orders originated by the purchaser without further consent
29by the entitlement holder; or
30(3) another person, other than the transferor to the purchaser of an
31interest in the security entitlement,
 Enrolled SB 252  -16-
1(A) has control of the security entitlement and [ON BEHALF
2OF THE PURCHASER OR, HAVING PREVIOUSLY ACQUIRED
3CONTROL OF THE SECURITY ENTITLEMENT,] acknowledges that it has
4control on behalf of the purchaser; or
5(B) obtains control of the security entitlement after having
6acknowledged that it will obtain control of the security entitlement on
7behalf of the purchaser.
8  * Sec. 50. AS 45.08.106 is amended by adding new subsections to read:
9(h) A person that has control under this section is not required to acknowledge
10      that it has control on behalf of a purchaser.
11(i) If a person acknowledges that it has or will obtain control on behalf of a
12      purchaser, unless the person otherwise agrees or law other than this chapter or AS 45.29
13      otherwise provides, the person does not owe a duty to the purchaser and is not required
14      to confirm the acknowledgment to another person.
15 * Sec. 51. AS 45.08.110(b) is amended to read:
16(b) The local law of the securities intermediary's jurisdiction, as specified in (d)
17      [(e)] of this section, governs
18(1) acquisition of a security entitlement from the securities intermediary;
19(2) the rights and duties of the securities intermediary and entitlement
20      holder arising out of a security entitlement;
21(3) whether the securities intermediary owes a duty to an adverse
22      claimant to a security entitlement; and
23(4) whether an adverse claim can be asserted against a person who
24      acquires a security entitlement from the securities intermediary or a person who
25      purchases a security entitlement or interest in a security entitlement from an entitlement
26      holder.
27 * Sec. 52. AS 45.08.110 is amended by adding a new subsection to read:
28(g) The local law of the issuer's jurisdiction or the securities intermediary's
29      jurisdiction governs a matter or transaction specified in (a) or (b) of this section even if
30      the matter or transaction does not bear any relation to the jurisdiction.
31 * Sec. 53. AS 45.08.303(b) is amended to read:
                                                -17-  Enrolled SB 252
1(b) A [IN ADDITION TO ACQUIRING THE RIGHTS OF A PURCHASER,
2A] protected purchaser also acquires the interest in the security free of any adverse
3claim.
4   * Sec. 54. AS 45.12.102 is amended to read:
5Sec. 45.12.102. Scope. This chapter applies to any transaction, regardless of
6form, that creates a lease, and, in the case of a hybrid lease, this chapter applies to
7the extent provided in (b) of this section.
8   * Sec. 55. AS 45.12.102 is amended by adding a new subsection to read:
9(b) In a hybrid lease,
10(1) if the lease-of-goods aspects do not predominate,
11(A) only the provisions of this chapter that relate primarily to the
12lease-of-goods aspects of the transaction apply, and the provisions that relate
13primarily to the transaction as a whole do not apply;
14(B) AS 45.12.209 applies if the lease is a finance lease; and
15(C) AS 45.12.407 applies to the promises of the lessee in a
16finance lease to the extent the promises are consideration for the right to
17possession and use of the leased goods; and
18(2) if the lease-of-goods aspects predominate, this chapter applies to the
19transaction, but does not preclude application in appropriate circumstances of other law
20to aspects of the lease that do not relate to the lease of goods.
21  * Sec. 56. AS 45.12.103(a) is amended by adding a new paragraph to read:
22(27) "hybrid lease" means a single transaction involving a lease of goods
23and
24(A) the provision of services;
25(B) a sale of other goods; or
26(C) a sale, lease, or license of property other than goods.
27  * Sec. 57. AS 45.12.107 is amended to read:
28Sec. 45.12.107. Waiver or renunciation of claim or right after default or
29breach. A claim or right arising out of an alleged default or breach of warranty may be
30discharged in whole or in part without consideration by a [WRITTEN] waiver or
31renunciation in a signed record [AND] delivered by the aggrieved party.
 Enrolled SB 252  -18-
1  * Sec. 58. AS 45.12.201(a) is amended to read:
2(a) A lease contract is not enforceable by way of action or defense unless
3(1) the total payments to be made under the lease contract, excluding
4payments for options to renew or buy, are less than $1,000; or
5(2) there is a record [WRITING], signed by the party against whom
6enforcement is sought or by that party's authorized agent, sufficient to indicate that a
7lease contract has been made between the parties and to describe the goods leased and
8the lease term.
9  * Sec. 59. AS 45.12.201(c) is amended to read:
10(c) A record [WRITING] is not insufficient because it omits or incorrectly
11      states a term agreed on [UPON], but the lease contract is not enforceable under (a)(2)
12      of this section beyond the lease term and the quantity of goods shown in the record
13      [WRITING].
14 * Sec. 60. AS 45.12.201(e) is amended to read:
15(e) The lease term under a lease contract referred to in (d) of this section is
16(1) if there is a record [WRITING] signed by the party against whom
17      enforcement is sought or by that party's authorized agent specifying the lease term, the
18      term specified;
19(2) if the party against whom enforcement is sought admits in that party's
20      pleading, testimony, or otherwise in court a lease term, the term admitted; or
21(3) a reasonable lease term.
22 * Sec. 61. AS 45.12.202 is amended to read:
23Sec. 45.12.202. Final [WRITTEN] expression: parol or extrinsic evidence.
24      Terms with respect to which the confirmatory memoranda of the parties agree or that
25      are otherwise set out in a record [WRITING] intended by the parties as a final
26      expression of their agreement with respect to the terms that are included in the
27      memoranda or other record [WRITING] may not be contradicted by evidence of a prior
28      agreement or of a contemporaneous oral agreement but may be explained or
29      supplemented
30(1) by course of dealing or usage of trade or by course of performance;
31      and
                                                -19-  Enrolled SB 252
1(2) by evidence of consistent additional terms unless the court finds the
2record [WRITING] to have been intended also as a complete and exclusive statement
3of the terms of the agreement.
4   * Sec. 62. AS 45.12.203 is amended to read:
5Sec. 45.12.203. Seals inoperative. The affixing of a seal to a record
6[WRITING] evidencing a lease contract or an offer to enter into a lease contract does
7not render the record [WRITING] a sealed instrument, and the law with respect to
8sealed instruments does not apply to the lease contract or offer.
9   * Sec. 63. AS 45.12.205 is amended to read:
10Sec. 45.12.205. Firm offers. An offer by a merchant to lease goods to or from
11another person in a signed record [WRITING] that by its terms gives assurance that it
12will be held open is not revocable, for lack of consideration, during the time stated or,
13if no time is stated, for a reasonable time; however, in no event may the period of
14irrevocability exceed three months. A term of assurance under this section on a form
15supplied by the offeree shall be separately signed by the offeror.
16  * Sec. 64. AS 45.12.208(b) is amended to read:
17(b) A signed lease agreement that excludes modification or rescission except by
18a signed record [WRITING] may not be otherwise modified or rescinded, but, except
19as between merchants, such a requirement on a form supplied by a merchant must be
20separately signed by the other party.
21  * Sec. 65. AS 45.14.103(a)(1) is amended to read:
22(1) "payment order" means an instruction of a sender to a receiving bank,
23transmitted orally or in a record [, ELECTRONICALLY, OR IN WRITING], to pay,
24or to cause another bank to pay, a fixed or determinable amount of money to a
25beneficiary if
26(A) the instruction does not state a condition to payment to the
27beneficiary other than time of payment;
28(B) the receiving bank is to be reimbursed by debiting an account
29of, or otherwise receiving payment from, the sender; and
30(C) the instruction is transmitted by the sender directly to the
31receiving bank or to an agent, funds-transfer system, or communication system
 Enrolled SB 252  -20-
1for transmittal to the receiving bank;
2  * Sec. 66. AS 45.14.201(b) is amended to read:
3(b) A security procedure may impose an obligation on the receiving bank or
4the customer and may require the use of algorithms or other codes, identifying words,
5[OR] numbers, symbols, sounds, biometrics, encryption, call-back procedures, or
6similar security devices. Comparison of a signature on a payment order or
7communication with an authorized specimen signature of the customer or requiring a
8payment order to be sent from a known electronic mail address, Internet Protocol
9address, or telephone number is not by itself a security procedure.
10 * Sec. 67. AS 45.14.202(b) is amended to read:
11(b) If a bank and its customer have agreed that the authenticity of payment
12      orders issued to the bank in the name of the customer as sender will be verified under a
13      security procedure, a payment order received by the receiving bank is effective as the
14      order of the customer, whether or not authorized, if
15(1) the security procedure is a commercially reasonable method of
16      providing security against unauthorized payment orders; and
17(2) the bank proves that it accepted the payment order in good faith and
18      in compliance with the bank's obligations under the security procedure and any
19      [WRITTEN] agreement or instruction of the customer, evidenced by a record,
20      restricting acceptance of payment orders issued in the name of the customer; the bank
21      is not required to follow an instruction that violates an [A WRITTEN] agreement with
22      the customer, evidenced by a record, or notice of which is not received at a time and
23      in a manner affording the bank a reasonable opportunity to act on it before the payment
24      order is accepted.
25 * Sec. 68. AS 45.14.202(c) is amended to read:
26(c) Commercial reasonableness of a security procedure is a question of law to
27      be determined by considering the wishes of the customer expressed to the bank, the
28      circumstances of the customer known to the bank, including the size, type, and
29      frequency of payment orders normally issued by the customer to the bank, alternative
30      security procedures offered to the customer, and security procedures in general use by
31      customers and receiving banks similarly situated. A security procedure is considered to
                                             -21-  Enrolled SB 252
1be commercially reasonable if
2(1) the security procedure was chosen by the customer after the bank
3offered, and the customer refused, a security procedure that was commercially
4reasonable for that customer; and
5(2) the customer expressly agreed in a record [WRITING] to be bound
6by a payment order, whether or not authorized, issued in its name and accepted by the
7bank in compliance with the bank's obligations under the security procedure chosen
8by the customer.
9   * Sec. 69. AS 45.14.203(a) is amended to read:
10(a) If an accepted payment order is not, under AS 45.14.202(a), an authorized
11order of a customer identified as sender, but is effective as an order of the customer
12under AS 45.14.202(b), the following rules apply:
13(1) by express [WRITTEN] agreement evidenced by a record, the
14receiving bank may limit the extent to which it is entitled to enforce or retain payment
15of the payment order;
16(2) the receiving bank is not entitled to enforce or retain payment of the
17payment order if the customer proves that the order was not caused, directly or
18indirectly, by a person
19(A) entrusted at any time with duties to act for the customer with
20respect to payment orders or the security procedure; or
21(B) who obtained access to transmitting facilities of the customer
22or who obtained, from a source controlled by the customer and without authority
23of the receiving bank, information facilitating breach of the security procedure,
24regardless of how the information was obtained or whether the customer was at
25fault; in this subparagraph, "information" includes any access device, computer
26software, or the like.
27  * Sec. 70. AS 45.14.207(c) is amended to read:
28(c) If a payment order described in (b) of this section is accepted, if the
29originator's payment order described the beneficiary inconsistently by name and
30number, and if the beneficiary's bank pays the person identified by number as permitted
31by (b)(1) of this section, the following rules apply:
 Enrolled SB 252  -22-
1(1) if the originator is a bank, the originator is obliged to pay its order;
2(2) if the originator is not a bank and proves that the person identified
3by number was not entitled to receive payment from the originator, the originator is not
4obliged to pay its order unless the originator's bank proves that the originator, before
5acceptance of the originator's order, had notice that payment of a payment order issued
6by the originator might be made by the beneficiary's bank on the basis of an identifying
7or bank account number even if it identifies a person different from the named
8beneficiary; proof of notice may be made by any admissible evidence; the originator's
9bank satisfies the burden of proof if it proves that the originator, before the payment
10      order was accepted, signed a record [WRITING] stating the information to which the
11      notice relates.
12 * Sec. 71. AS 45.14.208(b) is amended to read:
13(b) The following rules in this subsection apply to a payment order identifying
14      an intermediary bank or the beneficiary's bank both by name and an identifying number
15      if the name and number identify different persons:
16(1) if the sender is a bank, the receiving bank may rely on the number
17      as the proper identification of the intermediary or beneficiary's bank if the receiving
18      bank, when it executes the sender's order, does not know that the name and number
19      identify different persons; the receiving bank does not need to determine whether the
20      name and number refer to the same person or whether the number refers to a bank; the
21      sender is obliged to compensate the receiving bank for any loss and expenses incurred
22      by the receiving bank as a result of its reliance on the number in executing or attempting
23      to execute the order;
24(2) if the sender is not a bank and the receiving bank proves that the
25      sender, before the payment order was accepted, had notice that the receiving bank might
26      rely on the number as the proper identification of the intermediary or beneficiary's bank
27      even if it identifies a person different from the bank identified by name, the rights and
28      obligations of the sender and the receiving bank are governed by (1) of this subsection
29      [(b)(1) OF THIS SECTION], as though the sender were a bank; proof of notice may be
30      made by any admissible evidence; the receiving bank satisfies the burden of proof if it
31      proves that the sender, before the payment order was accepted, signed a record
                                                 -23-  Enrolled SB 252
1[WRITING] stating the information to which the notice relates;
2(3) regardless of whether the sender is a bank, the receiving bank may
3rely on the name as the proper identification of the intermediary or beneficiary's bank if
4the receiving bank, at the time it executes the sender's order, does not know that the
5name and number identify different persons; the receiving bank does not need to
6determine whether the name and number refer to the same person;
7(4) if the receiving bank knows that the name and number identify
8different persons, reliance on either the name or the number in executing the sender's
9payment order is a breach of the obligation stated in AS 45.14.302(a)(1).
10  * Sec. 72. AS 45.14.210(a) is amended to read:
11(a) A payment order is rejected by the receiving bank by a notice of rejection
12transmitted to the sender orally [, ELECTRONICALLY,] or in a record [WRITING].
13A notice of rejection does not need to use particular words and is sufficient if it indicates
14that the receiving bank is rejecting the order or will not execute or pay the order.
15Rejection is effective when the notice is given if transmission is by a means that is
16reasonable in the circumstances. If notice of rejection is given by a means that is not
17reasonable, rejection is effective when the notice is received. If an agreement of the
18sender and receiving bank establishes the means to be used to reject a payment order,
19means
20(1) complying with the agreement are reasonable; and
21(2)   not complying with the agreement are not reasonable unless
22significant delay in receipt of the notice did not result from the use of the noncomplying
23means.
24  * Sec. 73. AS 45.14.211(a) is amended to read:
25(a) A communication of the sender of a payment order canceling or amending
26the order may be transmitted to the receiving bank orally [, ELECTRONICALLY,] or
27in a record [WRITING]. If a security procedure is in effect between the sender and the
28receiving bank, the communication is not effective to cancel or amend the order unless
29the communication is verified under the security procedure or the bank agrees to the
30cancellation or amendment.
31  * Sec. 74. AS 45.14.305(c) is amended to read:
 Enrolled SB 252  -24-
1(c) In addition to the amounts payable under (a) and (b) of this section, damages,
2including consequential damages, are recoverable to the extent provided in an express
3[WRITTEN] agreement of the receiving bank, evidenced by a record.
4  * Sec. 75. AS 45.14.305(d) is amended to read:
5(d) If a receiving bank fails to execute a payment order it was obliged by express
6agreement to execute, the receiving bank is liable to the sender for its expenses in the
7transaction and for incidental expenses and interest losses resulting from the failure to
8execute. Additional damages, including consequential damages, are recoverable to the
9extent provided in an express [WRITTEN] agreement of the receiving bank, evidenced
10      by a record, but are not otherwise recoverable.
11 * Sec. 76. AS 45.29.102(a)(2) is amended to read:
12(2) "account," except as used in "account for," "account statement,"
13      "account to," "commodity account," as defined in this subsection, "customer's
14      account," "deposit account," as defined in this subsection, "on account of," and
15      "statement of account,"
16(A) means a right to payment of a monetary obligation, whether
17or not earned by performance,
18(i) for property that has been or is to be sold, leased,
19licensed, assigned, or otherwise disposed of;
20(ii) for services rendered or to be rendered;
21(iii) for a policy of insurance issued or to be issued;
22(iv) for a secondary obligation incurred or to be incurred;
23(v) for energy provided or to be provided;
24(vi) for the use or hire of a vessel under a charter or other
25contract;
26(vii) arising out of the use of a credit or charge card or
27information contained on or for use with the card; or
28(viii) as winnings in a lottery or other game of chance
29operated or sponsored by a state, a governmental unit of a state, or a
30person licensed or authorized to operate the game by a state or a
31governmental unit of a state;
                                             -25-  Enrolled SB 252
1(B) includes controllable accounts and health care insurance
2receivables;
3(C) does not include
4(i) [RIGHTS TO PAYMENT EVIDENCED BY] chattel
5paper;
6(ii)   [OR BY AN INSTRUMENT,] commercial tort
7claims;
8(iii) [,] deposit accounts;
9(iv) [,] investment property;
10(v) [,] letter-of-credit rights or letters of credit;
11(vi)   [, OR] rights to payment for money or funds
12advanced or sold, other than rights arising out of the use of a credit or
13charge card or information contained on or for use with the card; or
14(vii) rights to payment evidenced by an instrument;
15  * Sec. 77. AS 45.29.102(a)(3) is amended to read:
16(3) "account debtor" means a person obligated on an account, chattel
17paper, or general intangible, except that "account debtor" does not include persons
18obligated to pay a negotiable instrument even if the negotiable instrument evidences
19[CONSTITUTES PART OF] chattel paper;
20  * Sec. 78. AS 45.29.102(a)(4) is amended to read:
21(4) "accounting," except as used in "accounting for," means a record
22(A) signed [AUTHENTICATED] by a secured party;
23(B) indicating the aggregate unpaid secured obligations as of a
24date not more than 35 days earlier or 35 days later than the date of the record;
25and
26(C) identifying the components of the obligations in reasonable
27detail;
28  * Sec. 79. AS 45.29.102(a)(15) is repealed and reenacted to read:
29(15) "chattel paper"
30(A) means
31(i) a right to payment of a monetary obligation secured
 Enrolled SB 252  -26-
1by specific goods, if the right to payment and security agreement are
2evidenced by a record; or
3(ii) a right to payment of a monetary obligation owed by
4a lessee under a lease agreement with respect to specific goods and a
5monetary obligation owed by the lessee in connection with the
6transaction giving rise to the lease, if the right to payment and lease
7agreement are evidenced by a record and the predominant purpose of the
8transaction giving rise to the lease was to give the lessee the right to
9possession and use of the goods;
10(B) does not include a right to payment arising out of a charter
11or other contract involving the use or hire of a vessel or a right to payment arising
12out of the use of a credit or charge card or information contained on or for use
13with the card;
14 * Sec. 80. AS 45.29.102(a)(51) is amended to read:
15(51)     "general intangible" means personal property, including
16      [PAYMENT INTANGIBLES, SOFTWARE, AND] things in action, other than
17      accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods,
18      instruments, investment property, letter-of-credit rights, letters of credit, money, and,
19      before extraction, oil, gas, or other minerals; "general intangible" includes
20      controllable electronic records, payment intangibles, and software;
21 * Sec. 81. AS 45.29.102(a)(57) is amended to read:
22(57) "instrument" means a negotiable instrument or other writing that
23      evidences a right to the payment of a monetary obligation and is not itself a security
24      agreement or lease and is of a type that in ordinary course of business is transferred by
25      delivery with any necessary endorsement or assignment; the term does not include
26(A) investment property;
27(B) letters of credit; [OR]
28(C) writings that evidence a right to payment arising out of the
29use of a credit or charge card or information contained on or for use with the
30card; or
31(D) writings that evidence chattel paper;
                                              -27-  Enrolled SB 252
1   * Sec. 82. AS 45.29.102(a)(78) is amended to read:
2(78) "payment intangible" means a general intangible under which the
3account debtor's principal obligation is a monetary obligation; "payment intangible"
4includes a controllable payment intangible;
5   * Sec. 83. AS 45.29.102(a)(83) is amended to read:
6(83) "proposal" means a record signed [AUTHENTICATED] by a
7secured party that includes the terms on which the secured party is willing to accept
8collateral in full or partial satisfaction of the obligation it secures under AS 45.29.620 -
945.29.622;
10  * Sec. 84. AS 45.29.102(a) is amended by adding new paragraphs to read:
11(106) "assignee," except as used in "assignee for benefit of creditors,"
12(A) means a person
13(i) in whose favor a security interest that secures an
14obligation is created or provided for under a security agreement, whether
15or not the obligation is outstanding; or
16(ii)   to which an account, chattel paper, payment
17intangible, or promissory note has been sold;
18(B) includes a person to which a security interest has been
19transferred by a secured party;
20(107) "assignor"
21(A) means a person that
22(i) under a security agreement, creates or provides for a
23security interest that secures an obligation; or
24(ii) sells an account, chattel paper, payment intangible,
25or promissory note;
26(B) includes a secured party that has transferred a security
27interest to another person;
28(108)     "controllable account" means an account evidenced by a
29controllable electronic record that provides that the account debtor undertakes to pay
30the person that has control under AS 45.36.105 of the controllable electronic record;
31(109)    "controllable electronic record" has the meaning given in
 Enrolled SB 252  -28-
1AS 45.36.102;
2(110) "controllable payment intangible" means a payment intangible
3evidenced by a controllable electronic record that provides that the account debtor
4undertakes to pay the person that has control under AS 45.36.105 of the controllable
5electronic record;
6(111) "electronic money" means money in an electronic form;
7(112) "money" has the meaning given in AS 45.01.211(b), but does not
8include
9(A) a deposit account; or
10(B) money in an electronic form that cannot be subjected to
11control under AS 45.29.111;
12(113) "protected purchaser" has the meaning given in AS 45.08.303;
13(114) "qualifying purchaser" has the meaning given in AS 45.36.102;
14(115) "tangible money" means money in a tangible form.
15 * Sec. 85. AS 45.29.104(a) is amended to read:
16(a) A secured party has control of a deposit account if
17(1) the secured party is the bank with which the deposit account is
18      maintained;
19(2) the debtor, secured party, and bank have agreed in a signed [AN
20      AUTHENTICATED] record that the bank will comply with instructions originated by
21      the secured party directing disposition of the funds in the deposit account without further
22      consent by the debtor; [OR]
23(3) the secured party becomes the bank's customer with respect to the
24      deposit account; or
25(4) another person, other than the debtor,
26(A) has control of the deposit account and acknowledges that
27it has control on behalf of the secured party; or
28(B)   obtains control of the deposit account after having
29acknowledged that it will obtain control of the deposit account on behalf of
30the secured party.
31 * Sec. 86. AS 45.29.105 is repealed and reenacted to read:
                                               -29-  Enrolled SB 252
1Sec. 45.29.105. Control of electronic copy of record evidencing chattel
2paper. (a) A purchaser has control of an authoritative electronic copy of a record
3evidencing chattel paper if a system employed for evidencing the assignment of interests
4in the chattel paper reliably establishes the purchaser as the person to which the
5authoritative electronic copy was assigned.
6(b) A system satisfies (a) of this section if the record or records evidencing the
7chattel paper are created, stored, and assigned in a manner that
8(1) a single authoritative copy of the record or records exists that is
9unique, identifiable, and, except as otherwise provided in (4), (5), and (6) of this
10subsection, unalterable;
11(2) the authoritative copy identifies the purchaser as the assignee of the
12record or records;
13(3) the authoritative copy is communicated to and maintained by the
14purchaser or its designated custodian;
15(4) copies or amendments that add or change an identified assignee of
16the authoritative copy can be made only with the consent of the purchaser;
17(5) each copy of the authoritative copy and any copy of a copy is readily
18identifiable as a copy that is not the authoritative copy; and
19(6) any amendment of the authoritative copy is readily identifiable as
20authorized or unauthorized.
21(c) A system satisfies (a) of this section, and a purchaser has control of an
22authoritative electronic copy of a record evidencing chattel paper, if the electronic copy,
23a record attached to or logically associated with the electronic copy, or a system in which
24the electronic copy is recorded
25(1) enables the purchaser readily to identify each electronic copy as
26either an authoritative copy or a nonauthoritative copy;
27(2) enables the purchaser readily to identify itself in any way, including
28by name, identifying number, cryptographic key, office, or account number, as the
29assignee of the authoritative electronic copy; and
30(3) gives the purchaser exclusive power, subject to (d) of this section, to
31(A)    prevent others from adding or changing an identified
 Enrolled SB 252  -30-
1assignee of the authoritative electronic copy; and
2(B) transfer control of the authoritative electronic copy.
3(d) Subject to (e) of this section, a power is exclusive under (c)(3)(A) and (B)
4of this section even if
5(1) the authoritative electronic copy, a record attached to or logically
6associated with the authoritative electronic copy, or a system in which the authoritative
7electronic copy is recorded limits the use of the authoritative electronic copy or has a
8protocol programmed to cause a change, including a transfer or loss of control; or
9(2) the power is shared with another person.
10(e) A power of a purchaser is not shared with another person under (d)(2) of this
11      section and the purchaser's power is not exclusive if
12(1) the purchaser can exercise the power only if the power also is
13      exercised by the other person; and
14(2) the other person
15(A) can exercise the power without exercise of the power by the
16purchaser; or
17(B) is the transferor to the purchaser of an interest in the chattel
18paper.
19(f) If a purchaser has the powers specified in (c)(3)(A) and (B) of this section,
20      the powers are presumed to be exclusive.
21(g) A purchaser has control of an authoritative electronic copy of a record
22      evidencing chattel paper if another person, other than the transferor to the purchaser of
23      an interest in the chattel paper,
24(1) has control of the authoritative electronic copy and acknowledges
25      that it has control on behalf of the purchaser; or
26(2) obtains control of the authoritative electronic copy after having
27      acknowledged that it will obtain control of the electronic copy on behalf of the
28      purchaser.
29 * Sec. 87. AS 45.29 is amended by adding new sections to article 1 to read:
30Sec. 45.29.111. Control of electronic money. (a) A person has control of
31      electronic money if
                                                -31-  Enrolled SB 252
1(1) the electronic money, a record attached to or logically associated
2with the electronic money, or a system in which the electronic money is recorded gives
3the person
4(A) power to avail itself of substantially all the benefit from the
5electronic money; and
6(B) exclusive power, subject to (b) of this section, to
7(i)    prevent others from availing themselves of
8substantially all the benefit from the electronic money; and
9(ii) transfer control of the electronic money to another
10person or cause another person to obtain control of other electronic
11money as a result of the transfer of the electronic money; and
12(2) the electronic money, a record attached to or logically associated
13with the electronic money, or a system in which the electronic money is recorded
14enables the person readily to identify itself in any way, including by name, identifying
15number, cryptographic key, office, or account number, as having the powers under (1)
16of this subsection.
17(b) Subject to (c) of this section, a power is exclusive under (a)(1)(B)(i) and (ii)
18of this section even if
19(1) the electronic money, a record attached to or logically associated
20with the electronic money, or a system in which the electronic money is recorded limits
21the use of the electronic money or has a protocol programmed to cause a change,
22including a transfer or loss of control; or
23(2) the power is shared with another person.
24(c) A power of a person is not shared with another person under (b)(2) of this
25section and the person's power is not exclusive if
26(1) the person can exercise the power only if the power also is exercised
27by the other person; and
28(2) the other person
29(A) can exercise the power without exercise of the power by the
30person; or
31(B) is the transferor to the person of an interest in the electronic
 Enrolled SB 252  -32-
1money.
2(d) If a person has the powers specified in (a)(1)(B)(i) and (ii) of this section,
3the powers are presumed to be exclusive.
4(e) A person has control of electronic money if another person, other than the
5transferor to the person of an interest in the electronic money,
6(1) has control of the electronic money and acknowledges that it has
7control on behalf of the person; or
8(2) obtains control of the electronic money after having acknowledged
9that it will obtain control of the electronic money on behalf of the person.
10Sec. 45.29.112. Control of controllable electronic record, controllable
11      account, or controllable payment intangible. (a) A secured party has control of a
12      controllable electronic record as provided in AS 45.36.105.
13(b) A secured party has control of a controllable account or controllable
14      payment intangible if the secured party has control of the controllable electronic record
15      that evidences the controllable account or controllable payment intangible.
16Sec. 45.29.113. No requirement to acknowledge or confirm; no duties. (a) A
17      person that has control under AS 45.29.104, 45.29.105, or 45.29.111 is not required to
18      acknowledge that it has control on behalf of another person.
19(b) If a person acknowledges that it has or will obtain control on behalf of
20      another person, unless the person otherwise agrees or law other than this chapter
21      otherwise provides, the person does not owe a duty to the other person and is not
22      required to confirm the acknowledgment to another person.
23 * Sec. 88. AS 45.29.203(b) is amended to read:
24(b) Except as otherwise provided in (c) - (i) of this section, a security interest is
25      enforceable against the debtor and third parties with respect to the collateral only if
26(1) value has been given;
27(2) the debtor has rights in the collateral or the power to transfer rights
28      in the collateral to a secured party; and
29(3) one of the following conditions is met:
30(A) the debtor has signed [AUTHENTICATED] a security
31agreement that provides a description of the collateral and, if the security interest
                                              -33-  Enrolled SB 252
1covers timber to be cut, a description of the land concerned;
2(B) the collateral is not a certificated security and is in the
3possession of the secured party under AS 45.29.313 under the debtor's security
4agreement;
5(C) the collateral is a certificated security in registered form, and
6the security certificate has been delivered to the secured party under
7AS 45.08.301 under the debtor's security agreement; [OR]
8(D)    the collateral is controllable accounts, controllable
9electronic records, controllable payment intangibles, deposit accounts,
10electronic documents, electronic money [CHATTEL PAPER], investment
11property, or letter-of-credit rights, [OR ELECTRONIC DOCUMENTS,] and
12the secured party has control under AS 45.07.116, AS 45.29.104, [45.29.105,]
1345.29.106, [OR] 45.29.107, 45.29.111, or 45.29.112 under the debtor's security
14agreement; or
15(E) the collateral is chattel paper and the secured party has
16possession and control under AS 45.29.345 under the debtor's security
17agreement.
18  * Sec. 89. AS 45.29.204(b) is amended to read:
19(b) Subject to (d) of this section, a [A] security interest does not attach under
20a term constituting an after-acquired property clause to
21(1) consumer goods, other than an accession when given as additional
22security, unless the debtor acquires rights in them within 10 days after the secured party
23gives value; or
24(2) a commercial tort claim.
25  * Sec. 90. AS 45.29.204 is amended by adding a new subsection to read:
26(d) Subsection (b) of this section does not prevent a security interest from
27attaching
28(1)   to consumer goods as proceeds under AS 45.29.315(a) or
29commingled goods under AS 45.29.336(c);
30(2) to a commercial tort claim as proceeds under AS 45.29.315(a); or
31(3) under an after-acquired property clause to property that is proceeds
 Enrolled SB 252  -34-
1of consumer goods or a commercial tort claim.
2  * Sec. 91. AS 45.29.207(c) is amended to read:
3(c) Except as otherwise provided in (d) of this section, a secured party having
4possession of collateral or control of collateral under AS 45.07.116, AS 45.29.104,
545.29.105, 45.29.106, [OR] 45.29.107, 45.29.111, or 45.29.112
6(1) may hold as additional security any proceeds, except money or funds,
7received from the collateral;
8(2) shall apply money or funds received from the collateral to reduce the
9secured obligation unless remitted to the debtor; and
10(3) may create a security interest in the collateral.
11 * Sec. 92. AS 45.29.208(b) is amended to read:
12(b) Within 10 days after receiving a signed [AN AUTHENTICATED] demand
13      by the debtor, a secured party
14(1) having control of a deposit account under AS 45.29.104(a)(2) shall
15      send to the bank with which the deposit account is maintained a signed record [AN
16      AUTHENTICATED STATEMENT] that releases the bank from further obligation to
17      comply with instructions originated by the secured party;
18(2) having control of a deposit account under AS 45.29.104(a)(3) shall
19(A) pay the debtor the balance on deposit in the deposit account;
20or
21(B) transfer the balance on deposit into a deposit account in the
22debtor's name;
23(3) other than a buyer, having control under AS 45.29.105 of an
24      authoritative electronic copy of a record evidencing chattel paper shall transfer
25      control of the electronic copy to the debtor or a person designated by the debtor
26      [OF ELECTRONIC CHATTEL PAPER UNDER AS 45.29.105 SHALL
27(A) COMMUNICATE THE AUTHORITATIVE COPY OF
28THE ELECTRONIC CHATTEL PAPER TO THE DEBTOR OR ITS
29DESIGNATED CUSTODIAN;
30(B) IF THE DEBTOR DESIGNATES A CUSTODIAN THAT
31IS    THE      DESIGNATED  CUSTODIAN  WITH     WHICH        THE
                                              -35-  Enrolled SB 252
1AUTHORITATIVE COPY OF THE ELECTRONIC CHATTEL PAPER IS
2MAINTAINED FOR THE SECURED PARTY, COMMUNICATE TO THE
3CUSTODIAN AN AUTHENTICATED RECORD RELEASING THE
4DESIGNATED CUSTODIAN FROM FURTHER OBLIGATION TO
5COMPLY WITH INSTRUCTIONS ORIGINATED BY THE SECURED
6PARTY AND INSTRUCTING THE CUSTODIAN TO COMPLY WITH
7INSTRUCTIONS ORIGINATED BY THE DEBTOR; AND
8(C)    TAKE APPROPRIATE ACTION TO ENABLE THE
9DEBTOR OR ITS DESIGNATED CUSTODIAN TO MAKE COPIES OF OR
10REVISIONS TO THE AUTHORITATIVE COPY THAT ADD OR CHANGE
11AN IDENTIFIED  ASSIGNEE        OF THE AUTHORITATIVE  COPY
12WITHOUT THE CONSENT OF THE SECURED PARTY];
13(4) having control of investment property under AS 45.08.106(d)(2) or
14AS 45.29.106(b) shall send to the securities intermediary or commodity intermediary
15with which the security entitlement or commodity contract is maintained a signed [AN
16AUTHENTICATED] record that releases the securities intermediary or commodity
17intermediary from further obligation to comply with entitlement orders or directions
18originated by the secured party;
19(5) having control of a letter-of-credit right under AS 45.29.107 shall
20send to each person having an unfulfilled obligation to pay or deliver proceeds of the
21letter of credit to the secured party a signed [AN AUTHENTICATED] release from
22further obligation to pay or deliver proceeds of the letter of credit to the secured party;
23[AND]
24(6) having control under AS 45.07.116 of an authoritative electronic
25copy of an electronic document shall transfer control of the electronic copy to the
26debtor or a person designated by the debtor;
27(7) having control under AS 45.29.111 of electronic money shall
28transfer control of the electronic money to the debtor or a person designated by
29the debtor; and
30(8) having control under AS 45.36.105 of a controllable electronic
31record, other than a buyer of a controllable account or controllable payment
 Enrolled SB 252  -36-
1intangible evidenced by the controllable electronic record, shall transfer control of
2the controllable electronic record to the debtor or a person designated by the
3debtor [OF AN ELECTRONIC DOCUMENT SHALL
4(A) GIVE CONTROL OF THE ELECTRONIC DOCUMENT
5TO THE DEBTOR OR ITS DESIGNATED CUSTODIAN;
6(B) IF THE DEBTOR DESIGNATES A CUSTODIAN WHO
7IS    THE      DESIGNATED  CUSTODIAN  WITH       WHOM      THE
8AUTHORITATIVE COPY OF THE ELECTRONIC DOCUMENT IS
9MAINTAINED FOR THE SECURED PARTY, COMMUNICATE TO THE
10CUSTODIAN AN AUTHENTICATED RECORD RELEASING THE
11DESIGNATED CUSTODIAN FROM FURTHER OBLIGATION TO
12COMPLY WITH INSTRUCTIONS ORIGINATED BY THE SECURED
13PARTY AND INSTRUCTING THE CUSTODIAN TO COMPLY WITH
14INSTRUCTIONS ORIGINATED BY THE DEBTOR; AND
15(C)   TAKE APPROPRIATE ACTION TO ENABLE THE
16DEBTOR OR ITS DESIGNATED CUSTODIAN TO MAKE COPIES OF OR
17REVISIONS TO THE AUTHORITATIVE COPY THAT ADD OR CHANGE
18AN IDENTIFIED  ASSIGNEE  OF THE AUTHORITATIVE  COPY
19WITHOUT THE CONSENT OF THE SECURED PARTY].
20 * Sec. 93. AS 45.29.209(b) is amended to read:
21(b) Within 10 days after receiving a signed [AN AUTHENTICATED] demand
22      by the debtor, a secured party shall send to an account debtor that has received
23      notification under AS 45.29.406(a) or AS 45.36.106(b) of an assignment to the secured
24      party as assignee a signed [UNDER AS 45.29.406(a) AN AUTHENTICATED] record
25      that releases the account debtor from further obligation to the secured party.
26 * Sec. 94. AS 45.29.210(a)(2) is amended to read:
27(2)     "request    for   an     accounting"   means     a   record   signed
28      [AUTHENTICATED] by a debtor requesting that the recipient provide an accounting
29      of the unpaid obligations secured by collateral and reasonably identifying the
30      transaction or relationship that is the subject of the request;
31 * Sec. 95. AS 45.29.210(a)(3) is amended to read:
                                                -37-  Enrolled SB 252
1(3)   "request regarding a list of collateral" means a record signed
2[AUTHENTICATED] by a debtor requesting that the recipient approve or correct a list
3of what the debtor believes to be the collateral securing an obligation and reasonably
4identifying the transaction or relationship that is the subject of the request;
5   * Sec. 96. AS 45.29.210(a)(4) is amended to read:
6(4) "request regarding a statement of account" means a record signed
7[AUTHENTICATED] by a debtor requesting that the recipient approve or correct a
8statement indicating what the debtor believes to be the aggregate amount of unpaid
9obligations secured by collateral as of a specified date and reasonably identifying the
10transaction or relationship that is the subject of the request.
11  * Sec. 97. AS 45.29.210(b) is amended to read:
12(b) Subject to (c) - (f) of this section, a secured party, other than a buyer of
13accounts, chattel paper, payment intangibles, or promissory notes or a consignor, shall
14comply with a request within 14 days after receipt
15(1)    in the case of a request for an accounting, by signing
16[AUTHENTICATING] and sending to the debtor an accounting; and
17(2) in the case of a request regarding a list of collateral or a request
18regarding a statement of account, by signing [AUTHENTICATING] and sending to the
19debtor an approval or correction.
20  * Sec. 98. AS 45.29.210(c) is amended to read:
21(c) A secured party that claims a security interest in all of a particular type of
22collateral owned by the debtor may comply with a request regarding a list of collateral
23by sending to the debtor a signed [AN AUTHENTICATED] record including a
24statement to that effect within 14 days after receipt.
25  * Sec. 99. AS 45.29.210(d) is amended to read:
26(d) A person who receives a request regarding a list of collateral, who claims
27no interest in the collateral when the person receives the request, and who claimed an
28interest in the collateral at an earlier time shall comply with the request within 14 days
29after receipt by sending to the debtor a signed [AN AUTHENTICATED] record
30(1) disclaiming interest in the collateral; and
31(2) if known to the recipient, providing the name and mailing address of
 Enrolled SB 252  -38-
1an assignee of or successor to the recipient's interest in the collateral.
2  * Sec. 100. AS 45.29.210(e) is amended to read:
3(e) A person who receives a request for an accounting or a request regarding a
4statement of account, who claims no interest in the obligations when the person receives
5the request, and who claimed an interest in the obligations at an earlier time shall comply
6with the request within 14 days after receipt by sending to the debtor a signed [AN
7AUTHENTICATED] record
8(1) disclaiming interest in the obligations; and
9(2) if known to the recipient, providing the name and mailing address of
10      an assignee of or successor to the recipient's interest in the obligations.
11 * Sec. 101. AS 45.29.301 is amended to read:
12Sec. 45.29.301. Law governing perfection and priority of security interests.
13      Except as otherwise provided in AS 45.29.303 - 45.29.306 and 45.29.344, the following
14      rules determine the law governing perfection, the effect of perfection or nonperfection,
15      and the priority of a security interest in collateral:
16(1) except as otherwise provided in this section, while a debtor is located
17      in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of
18      perfection or nonperfection, and the priority of a security interest in collateral;
19(2) while collateral is located in a jurisdiction, the local law of that
20      jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority
21      of a possessory security interest in that collateral;
22(3)       except as otherwise provided in (4) of this section, while
23      [TANGIBLE] negotiable tangible documents, goods, instruments, or tangible money
24      [, OR TANGIBLE CHATTEL PAPER] is located in a jurisdiction, the local law of that
25      jurisdiction governs
26(A) perfection of a security interest in the goods by filing a
27fixture filing;
28(B) perfection of a security interest in timber to be cut; and
29(C) the effect of perfection or nonperfection and the priority of a
30nonpossessory security interest in the collateral;
31(4) the local law of the jurisdiction in which the wellhead or minehead
                                                 -39-  Enrolled SB 252
1is located governs perfection, the effect of perfection or nonperfection, and the priority
2of a security interest in as-extracted collateral.
3   * Sec. 102. AS 45.29.304(a) is amended to read:
4(a) The local law of a bank's jurisdiction governs perfection, the effect of
5perfection or nonperfection, and the priority of a security interest in a deposit account
6maintained with that bank even if the transaction does not bear any relation to the
7bank's jurisdiction.
8   * Sec. 103. AS 45.29.304(b) is amended to read:
9(b)   The following rules determine a bank's jurisdiction for purposes of
10AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342]:
11(1) if an agreement between the bank and the debtor governing the
12deposit account expressly provides that a particular jurisdiction is the bank's jurisdiction
13for purposes of AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342], this chapter, or
14the code, that jurisdiction is the bank's jurisdiction;
15(2) if (1) of this subsection does not apply and an agreement between
16the bank and its customer governing the deposit account expressly provides that the
17agreement is governed by the law of a particular jurisdiction, that jurisdiction is the
18bank's jurisdiction;
19(3) if neither (1) nor (2) of this subsection applies and an agreement
20between the bank and its customer governing the deposit account expressly provides
21that the deposit account is maintained at an office in a particular jurisdiction, that
22jurisdiction is the bank's jurisdiction;
23(4) if (1), (2), or (3) of this subsection does not apply, the bank's
24jurisdiction is the jurisdiction in which the office identified in an account statement as
25the office serving the customer's account is located;
26(5) if (1), (2), (3), or (4) of this subsection does not apply, the bank's
27jurisdiction is the jurisdiction in which the chief executive office of the bank is located.
28  * Sec. 104. AS 45.29.305(a) is amended to read:
29(a) Except as otherwise provided in (c) of this section, the following rules apply:
30(1) while a security certificate is located in a jurisdiction, the local law
31of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the
 Enrolled SB 252  -40-
1priority of a security interest in the certificated security represented by the security
2certificate;
3(2) the local law of the issuer's jurisdiction as specified in AS 45.08.110
4governs perfection, the effect of perfection or nonperfection, and the priority of a
5security interest in an uncertificated security;
6(3) the local law of the securities intermediary's jurisdiction as specified
7in AS 45.08.110(e) governs perfection, the effect of perfection or nonperfection, and the
8priority of a security interest in a security entitlement or securities account;
9(4) the local law of the commodity intermediary's jurisdiction governs
10      perfection, the effect of perfection or nonperfection, and the priority of a security
11      interest in a commodity contract or commodity account;
12(5) the rules specified in (2) - (4) of this subsection apply even if the
13      transaction does not bear any relation to the jurisdiction.
14 * Sec. 105. AS 45.29.305(b) is amended to read:
15(b) The following rules determine a commodity intermediary's jurisdiction for
16      purposes of AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342]:
17(1)   if an agreement between the commodity intermediary and
18      commodity customer governing the commodity account expressly provides that a
19      particular jurisdiction is the commodity intermediary's jurisdiction for purposes of
20      AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342], this chapter, or the code, that
21      jurisdiction is the commodity intermediary's jurisdiction;
22(2) if (1) of this subsection does not apply and an agreement between
23      the commodity intermediary and commodity customer governing the commodity
24      account expressly provides that the agreement is governed by the law of a particular
25      jurisdiction, that jurisdiction is the commodity intermediary's jurisdiction;
26(3) if neither (1) nor (2) of this subsection applies and an agreement
27      between the commodity intermediary and commodity customer governing the
28      commodity account expressly provides that the commodity account is maintained at an
29      office in a particular jurisdiction, that jurisdiction is the commodity intermediary's
30      jurisdiction;
31(4) if (1), (2), or (3) of this subsection does not apply, the commodity
                                              -41-  Enrolled SB 252
1intermediary's jurisdiction is the jurisdiction in which the office identified in an account
2statement as the office serving the commodity customer's account is located;
3(5) if (1), (2), (3), or (4) of this subsection does not apply, the commodity
4intermediary's jurisdiction is the jurisdiction in which the chief executive office of the
5commodity intermediary is located.
6   * Sec. 106. AS 45.29.306(b) is amended to read:
7(b) For purposes of AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342], an
8issuer's jurisdiction or nominated person's jurisdiction is the jurisdiction whose law
9governs the liability of the issuer or nominated person with respect to the letter-of-credit
10right as provided in AS 45.05.116.
11  * Sec. 107. AS 45.29.307(k) is amended to read:
12(k)   This section applies only for purposes of AS 45.29.301 - 45.29.346
13[AS 45.29.301 - 45.29.342].
14  * Sec. 108. AS 45.29.310(b) is amended to read:
15(b) The filing of a financing statement is not necessary to perfect a security
16interest
17(1) that is perfected under AS 45.29.308(d), (e), (f), or (g);
18(2) that is perfected under AS 45.29.309 when it attaches;
19(3) in property subject to a statute, regulation, or treaty described in
20AS 45.29.311(a);
21(4)   in goods in possession of a bailee that is perfected under
22AS 45.29.312(d)(1) or (2);
23(5) in certificated securities, documents, goods, or instruments that is
24perfected without filing, control, or possession under AS 45.29.312(e), (f), or (g);
25(6) in collateral in the secured party's possession under AS 45.29.313;
26(7) in a certificated security that is perfected by delivery of the security
27certificate to the secured party under AS 45.29.313;
28(8)   in controllable accounts, controllable electronic records,
29controllable payment intangibles, deposit accounts, [ELECTRONIC CHATTEL
30PAPER,] electronic documents, investment property, or letter-of-credit rights that is
31perfected by control under AS 45.29.314;
 Enrolled SB 252  -42-
1(9) in chattel paper that is perfected by possession and control under
2AS 45.29.345;
3(10) in proceeds that is perfected under AS 45.29.315; or
4(11) [(10)] that is perfected under AS 45.29.316.
5  * Sec. 109. AS 45.29.312(a) is amended to read:
6(a) A security interest in chattel paper, controllable accounts, controllable
7electronic    records,     controllable     payment      intangibles,     [NEGOTIABLE
8DOCUMENTS,] instruments, [OR] investment property, or negotiable documents
9may be perfected by filing.
10 * Sec. 110. AS 45.29.312(b) is amended to read:
11(b) Except as otherwise provided in AS 45.29.315(c) and (d) for proceeds,
12(1) a security interest in a deposit account may be perfected only by
13      control under AS 45.29.314;
14(2) and except as otherwise provided in AS 45.29.308(d), a security
15      interest in a letter-of-credit right may be perfected only by control under AS 45.29.314;
16      [AND]
17(3) a security interest in tangible money may be perfected only by the
18      secured party's taking possession under AS 45.29.313; and
19(4) a security interest in electronic money may be perfected only by
20      control under AS 45.29.314.
21 * Sec. 111. AS 45.29.312(e) is amended to read:
22(e) A security interest in certificated securities, negotiable documents, or
23      instruments is perfected without filing or the taking of possession or control for a period
24      of 20 days from the time the security interest attaches to the extent that it arises for new
25      value given under a signed [AN AUTHENTICATED] security agreement.
26 * Sec. 112. AS 45.29.313(a) is amended to read:
27(a) Except as otherwise provided in (b) of this section, a secured party may
28      perfect a security interest in [TANGIBLE NEGOTIABLE DOCUMENTS,] goods,
29      instruments, negotiable tangible documents, or tangible money [, OR TANGIBLE
30      CHATTEL PAPER] by taking possession of the collateral. A secured party may perfect
31      a security interest in certificated securities by taking delivery of the certificated
                                              -43-  Enrolled SB 252
1securities under AS 45.08.301.
2   * Sec. 113. AS 45.29.313(c) is amended to read:
3(c) With respect to collateral other than certificated securities and goods covered
4by a document, a secured party takes possession of collateral in the possession of a
5person other than the debtor, the secured party, or a lessee of the collateral from the
6debtor in the ordinary course of the debtor's business, when the person
7(1) in possession signs [AUTHENTICATES] a record acknowledging
8that the person holds possession of the collateral for the secured party's benefit; or
9(2)   takes possession of the collateral after having signed
10[AUTHENTICATED] a record acknowledging that it will hold possession of the
11collateral for the secured party's benefit.
12  * Sec. 114. AS 45.29.313(d) is amended to read:
13(d) If perfection of a security interest depends on [UPON] possession of the
14collateral by a secured party, perfection occurs not [NO] earlier than the time the
15secured party takes possession and continues only while the secured party retains
16possession.
17  * Sec. 115. AS 45.29.314 is amended to read:
18Sec. 45.29.314. Perfection by control. (a) A security interest in controllable
19accounts, controllable electronic records, controllable payment intangibles, deposit
20accounts, electronic documents, electronic money [CHATTEL PAPER], investment
21property, or letter-of-credit rights [, OR ELECTRONIC DOCUMENTS] may be
22perfected by control of the collateral under AS 45.07.116, AS 45.29.104, [45.29.105,]
2345.29.106, [OR] 45.29.107, 45.29.111, or 45.29.112.
24(b)   A security interest in controllable accounts, controllable electronic
25records, controllable payment intangibles, deposit accounts, electronic documents,
26electronic money, or [CHATTEL PAPER,] letter-of-credit rights [, OR ELECTRONIC
27DOCUMENTS] is perfected by control under AS 45.07.116, AS 45.29.104, [45.29.105,
28OR] 45.29.107, 45.29.111, or 45.29.112 not earlier than the time [WHEN] the secured
29party obtains control and remains perfected by control only while the secured party
30retains control.
31(c) A security interest in investment property is perfected by control under
 Enrolled SB 252  -44-
1AS 45.29.106 not earlier than [FROM] the time the secured party obtains control and
2remains perfected by control until
3(1) the secured party does not have control; and
4(2) one of the following occurs:
5(A) if the collateral is a certificated security, the debtor has or
6acquires possession of the security certificate;
7(B) if the collateral is an uncertificated security, the issuer has
8registered or registers the debtor as the registered owner; or
9(C) if the collateral is a security entitlement, the debtor is or
10becomes the entitlement holder.
11 * Sec. 116. AS 45.29.316(a) is amended to read:
12(a) A security interest perfected under the law of the jurisdiction designated in
13      AS 45.29.301(1), [OR] 45.29.305(c), 45.29.343(d), or 45.29.344(b) remains perfected
14      until the earliest of
15(1)     the time perfection would have ceased under the law of that
16      jurisdiction;
17(2) the expiration of four months after a change of the debtor's location
18      to another jurisdiction; or
19(3) the expiration of one year after a transfer of collateral to a person
20      who thereby becomes a debtor and is located in another jurisdiction.
21 * Sec. 117. AS 45.29.316(f) is amended to read:
22(f) A security interest in chattel paper, controllable accounts, controllable
23      electronic records, controllable payment intangibles, deposit accounts, letter-of-
24      credit rights, or investment property that is perfected under the law of the chattel
25      paper's jurisdiction, the controllable electronic record's jurisdiction, the bank's
26      jurisdiction, the issuer's jurisdiction, a nominated person's jurisdiction, the securities
27      intermediary's jurisdiction, or the commodity intermediary's jurisdiction, as applicable,
28      remains perfected until the earlier of
29(1) the time the security interest would have become unperfected under
30      the law of that jurisdiction; or
31(2) the expiration of four months after a change of the applicable
                                               -45-  Enrolled SB 252
1jurisdiction to another jurisdiction.
2   * Sec. 118. AS 45.29.317(b) is amended to read:
3(b) Except as otherwise provided in (e) of this section, a buyer, other than a
4secured party, of [TANGIBLE CHATTEL PAPER, TANGIBLE DOCUMENTS,]
5goods, instruments, tangible documents, or a certificated security takes free of a
6security interest or agricultural lien if the buyer gives value and receives delivery of the
7collateral without knowledge of the security interest or agricultural lien and before it is
8perfected.
9   * Sec. 119. AS 45.29.317(d) is amended to read:
10(d) Subject to (f) - (i) of this section, a [A] licensee of a general intangible or
11a buyer, other than a secured party, of collateral other than electronic money
12[TANGIBLE CHATTEL PAPER, TANGIBLE DOCUMENTS], goods, instruments,
13tangible documents, or a certificated security takes free of a security interest if the
14licensee or buyer gives value without knowledge of the security interest and before it is
15perfected.
16  * Sec. 120. AS 45.29.317 is amended by adding new subsections to read:
17(f) A buyer, other than a secured party, of chattel paper takes free of a security
18interest if, without knowledge of the security interest and before it is perfected, the buyer
19gives value and
20(1) receives delivery of each authoritative tangible copy of the record
21evidencing the chattel paper; and
22(2) if each authoritative electronic copy of the record evidencing the
23chattel paper can be subjected to control under AS 45.29.105, obtains control of each
24authoritative electronic copy.
25(g) A buyer of an electronic document takes free of a security interest if, without
26knowledge of the security interest and before it is perfected, the buyer gives value and,
27if each authoritative electronic copy of the document can be subjected to control under
28AS 45.07.116, obtains control of each authoritative electronic copy.
29(h) A buyer of a controllable electronic record takes free of a security interest
30if, without knowledge of the security interest and before it is perfected, the buyer gives
31value and obtains control of the controllable electronic record.
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1(i) A buyer, other than a secured party, of a controllable account or a controllable
2payment intangible takes free of a security interest if, without knowledge of the security
3interest and before it is perfected, the buyer gives value and obtains control of the
4controllable account or controllable payment intangible.
5  * Sec. 121. AS 45.29.319(b) is amended to read:
6(b) For purposes of determining the rights of a creditor of a consignee, law other
7than this chapter determines the rights and title of a consignee while goods are in the
8consignee's possession if, under AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342],
9a perfected security interest held by the consignor would have priority over the rights of
10      the creditor.
11 * Sec. 122. AS 45.29.322(f) is amended to read:
12(f) The provisions of (a) - (e) of this section are subject to
13(1) the provisions of (g) of this section and the other provisions of
14      AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342];
15(2) AS 45.04.210 with respect to a security interest of a collecting bank;
16(3) AS 45.05.118 with respect to a security interest of an issuer or
17      nominated person; and
18(4)    AS 45.29.110 with respect to a security interest arising under
19      AS 45.02 or AS 45.12.
20 * Sec. 123. AS 45.29.323(d) is amended to read:
21(d) Except as otherwise provided in (e) of this section, a buyer of goods
22      [OTHER THAN A BUYER IN ORDINARY COURSE OF BUSINESS] takes free of
23      a security interest to the extent that it secures advances made after the earlier of
24(1)    the time the secured party acquires knowledge of the buyer's
25      purchase; or
26(2) 45 days after the purchase.
27 * Sec. 124. AS 45.29.323(f) is amended to read:
28(f) Except as otherwise provided in (g) of this section, a lessee of goods [,
29      OTHER THAN A LESSEE IN ORDINARY COURSE OF BUSINESS,] takes the
30      leasehold interest free of a security interest to the extent that it secures advances made
31      after the earlier of
                                              -47-  Enrolled SB 252
1(1) the time the secured party acquires knowledge of the lease; or
2(2) 45 days after the lease contract becomes enforceable.
3   * Sec. 125. AS 45.29.324(b) is amended to read:
4(b) Subject to (c) of this section and except as otherwise provided in (g) of this
5section, a perfected purchase money security interest in inventory has priority over a
6conflicting security interest in the same inventory, has priority over a conflicting
7security interest in chattel paper or an instrument constituting proceeds of the inventory
8and in proceeds of the chattel paper if so provided in AS 45.29.330, and, except as
9otherwise provided in AS 45.29.327, also has priority in identifiable cash proceeds of
10the inventory to the extent the identifiable cash proceeds are received on or before the
11delivery of the inventory to a buyer if
12(1) the purchase money security interest is perfected when the debtor
13receives possession of the inventory;
14(2)    the purchase money secured party sends a signed [AN
15AUTHENTICATED] notification to the holder of the conflicting security interest;
16(3) the holder of the conflicting security interest receives the notification
17within five years before the debtor receives possession of the inventory; and
18(4) the notification states that the person sending the notification has or
19expects to acquire a purchase money security interest in inventory of the debtor and
20describes the inventory.
21  * Sec. 126. AS 45.29.324(d) is amended to read:
22(d) Subject to (e) of this section and except as otherwise provided in (g) of this
23section, a perfected purchase money security interest in livestock that are farm products
24has priority over a conflicting security interest in the same livestock, and, except as
25otherwise provided in AS 45.29.327, a perfected security interest in their identifiable
26proceeds and identifiable products in their unmanufactured states also has priority if
27(1) the purchase money security interest is perfected when the debtor
28receives possession of the livestock;
29(2)    the purchase money secured party sends a signed [AN
30AUTHENTICATED] notification to the holder of the conflicting security interest;
31(3) the holder of the conflicting security interest receives the notification
 Enrolled SB 252  -48-
1within six months before the debtor receives possession of the livestock; and
2(4) the notification states that the person sending the notification has or
3expects to acquire a purchase money security interest in livestock of the debtor and
4describes the livestock.
5  * Sec. 127. AS 45.29.326(b) is amended to read:
6(b)   The other provisions of AS 45.29.301 - 45.29.346 [AS 45.29.301 -
745.29.342] determine the priority among conflicting security interests in the same
8collateral perfected by filed financing statements described in (a) of this section.
9However, if the security agreements to which a new debtor became bound as debtor
10      were not entered into by the same original debtor, the conflicting security interests rank
11      according to priority in time of the new debtor's having become bound.
12 * Sec. 128. AS 45.29.330(a) is amended to read:
13(a) A purchaser of chattel paper has priority over a security interest in the chattel
14      paper that is claimed merely as proceeds of inventory subject to a security interest if
15(1) in good faith and in the ordinary course of the purchaser's business,
16      the purchaser gives new value, [AND] takes possession of each authoritative tangible
17      copy of the record evidencing the chattel paper, and [OR] obtains control under
18      AS 45.29.105 of each authoritative electronic copy of the record evidencing [OF]
19      the chattel paper [UNDER AS 45.29.105]; and
20(2) the authoritative copies of the record evidencing the chattel paper
21      do [DOES] not indicate that the chattel paper [IT] has been assigned to an identified
22      assignee other than the purchaser.
23 * Sec. 129. AS 45.29.330(b) is amended to read:
24(b) A purchaser of chattel paper has priority over a security interest in the chattel
25      paper that is claimed other than merely as proceeds of inventory subject to a security
26      interest if the purchaser gives new value, [AND] takes possession of each authoritative
27      tangible copy of the record evidencing the chattel paper, and [OR] obtains control
28      under AS 45.29.105 of each authoritative electronic copy of the record evidencing
29      [OF] the chattel paper [UNDER AS 45.29.105] in good faith, in the ordinary course of
30      the purchaser's business, and without knowledge that the purchase violates the rights of
31      the secured party.
                                              -49-  Enrolled SB 252
1   * Sec. 130. AS 45.29.330(f) is amended to read:
2(f) For purposes of (b) and (d) of this section, if the authoritative copies of the
3record evidencing chattel paper or an instrument indicate [INDICATES] that the
4chattel paper or instrument [IT] has been assigned to an identified secured party other
5than the purchaser, a purchaser of the chattel paper or instrument has knowledge that
6the purchase violates the rights of the secured party.
7   * Sec. 131. AS 45.29.331(a) is amended to read:
8(a) This chapter does not limit the rights of a holder in due course of a negotiable
9instrument, a holder to which a negotiable document of title has been duly negotiated,
10[OR] a protected purchaser of a security, or a qualifying purchaser of a controllable
11account, controllable electronic record, or controllable payment intangible. These
12holders or purchasers take priority over an earlier security interest, even if perfected, to
13the extent provided in AS 45.03, AS 45.07, [AND] AS 45.08, and AS 45.36.
14  * Sec. 132. AS 45.29.331(b) is amended to read:
15(b) This chapter does not limit the rights of or impose liability on a person to
16the extent that the person is protected against the assertion of a claim under AS 45.08
17or AS 45.36.
18  * Sec. 133. AS 45.29.332 is amended to read:
19Sec. 45.29.332. Transfer of money; transfer of funds from deposit account.
20(a) A transferee of tangible money takes the money free of a security interest if
21[UNLESS] the transferee receives possession of the money without acting [ACTS] in
22collusion with the debtor in violating the rights of the secured party.
23(b) A transferee of funds from a deposit account takes the funds free of a security
24interest in the deposit account if [UNLESS] the transferee receives the funds without
25acting [ACTS] in collusion with the debtor in violating the rights of the secured party.
26  * Sec. 134. AS 45.29.332 is amended by adding a new subsection to read:
27(c) A transferee of electronic money takes the money free of a security interest
28if the transferee obtains control of the money without acting in collusion with the debtor
29in violating the rights of the secured party.
30  * Sec. 135. AS 45.29.334(f) is amended to read:
31(f) A security interest in fixtures, whether or not perfected, has priority over a
 Enrolled SB 252  -50-
1conflicting interest of an encumbrancer or owner of the real property if
2(1)      the    encumbrancer    or   owner    has,   in   a   signed   [AN
3AUTHENTICATED] record, consented to the security interest or disclaimed an interest
4in the goods as fixtures; or
5(2)    the debtor has a right to remove the goods as against the
6encumbrancer or owner.
7  * Sec. 136. AS 45.29.335(c) is amended to read:
8(c) Except as otherwise provided in (d) of this section, the other provisions of
9AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342] determine the priority of a
10      security interest in an accession.
11 * Sec. 137. AS 45.29.336(e) is amended to read:
12(e) Except as otherwise provided in (f) of this section, the other provisions of
13      AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342] determine the priority of a
14      security interest that attaches to the product or mass under (c) of this section.
15 * Sec. 138. AS 45.29.341 is amended to read:
16Sec. 45.29.341. Bank's rights and duties with respect to deposit account.
17      Except as otherwise provided in AS 45.29.340(c), and unless the bank otherwise agrees
18      in a signed [AN AUTHENTICATED] record, a bank's rights and duties with respect to
19      a deposit account maintained with the bank are not terminated, suspended, or modified
20      by
21(1) the creation, attachment, or perfection of a security interest in the
22      deposit account;
23(2) the bank's knowledge of the security interest; or
24(3) the bank's receipt of instructions from the secured party.
25 * Sec. 139. AS 45.29 is amended by adding new sections to article 3 to read:
26Sec. 45.29.343. Law governing perfection and priority of security interests
27      in chattel paper. (a) Except as provided in (d) of this section, if chattel paper is
28      evidenced only by an authoritative electronic copy of the chattel paper or is evidenced
29      by an authoritative electronic copy and an authoritative tangible copy, the local law of
30      the chattel paper's jurisdiction governs perfection, the effect of perfection or
31      nonperfection, and the priority of a security interest in the chattel paper, even if the
                                              -51-  Enrolled SB 252
1transaction does not bear any relation to the chattel paper's jurisdiction.
2(b) The following rules determine the chattel paper's jurisdiction under this
3section:
4(1) if the authoritative electronic copy of the record evidencing chattel
5paper, or a record attached to or logically associated with the electronic copy and readily
6available for review, expressly provides that a particular jurisdiction is the chattel
7paper's jurisdiction for purposes of AS 45.29.301 - 45.29.346, this chapter, or the code,
8that jurisdiction is the chattel paper's jurisdiction;
9(2) if (1) of this subsection does not apply and the rules of the system in
10which the authoritative electronic copy is recorded are readily available for review and
11expressly provide that a particular jurisdiction is the chattel paper's jurisdiction for
12purposes of AS 45.29.301 - 45.29.346, this chapter, or the code, that jurisdiction is the
13chattel paper's jurisdiction;
14(3) if (1) and (2) of this subsection do not apply and the authoritative
15electronic copy, or a record attached to or logically associated with the electronic copy
16and readily available for review, expressly provides that the chattel paper is governed
17by the law of a particular jurisdiction, that jurisdiction is the chattel paper's jurisdiction;
18(4) if (1) - (3) of this subsection do not apply and the rules of the system
19in which the authoritative electronic copy is recorded are readily available for review
20and expressly provide that the chattel paper or the system is governed by the law of a
21particular jurisdiction, that jurisdiction is the chattel paper's jurisdiction;
22(5) if (1) - (4) of this subsection do not apply, the chattel paper's
23jurisdiction is the jurisdiction in which the debtor is located.
24(c) If an authoritative tangible copy of a record evidences chattel paper and the
25chattel paper is not evidenced by an authoritative electronic copy, while the authoritative
26tangible copy of the record evidencing chattel paper is located in a jurisdiction, the local
27law of that jurisdiction governs
28(1) perfection of a security interest in the chattel paper by possession
29under AS 45.29.345; and
30(2) the effect of perfection or nonperfection and the priority of a security
31interest in the chattel paper.
 Enrolled SB 252  -52-
1(d) The local law of the jurisdiction in which the debtor is located governs
2perfection of a security interest in chattel paper by filing.
3Sec. 45.29.344. Law governing perfection and priority of security interests
4in controllable accounts, controllable electronic records, and controllable payment
5intangibles. (a) Except as provided in (b) of this section, the local law of the controllable
6electronic record's jurisdiction specified in AS 45.36.107(c) and (d) governs perfection,
7the effect of perfection or nonperfection, and the priority of a security interest in a
8controllable electronic record and a security interest in a controllable account or
9controllable payment intangible evidenced by the controllable electronic record.
10(b) The local law of the jurisdiction in which the debtor is located governs
11(1)   perfection of a security interest in a controllable account,
12      controllable electronic record, or controllable payment intangible by filing; and
13(2) automatic perfection of a security interest in a controllable payment
14      intangible created by a sale of the controllable payment intangible.
15Sec. 45.29.345. Perfection by possession and control of chattel paper. (a) A
16      secured party may perfect a security interest in chattel paper by taking possession of
17      each authoritative tangible copy of the record evidencing the chattel paper and obtaining
18      control of each authoritative electronic copy of the electronic record evidencing the
19      chattel paper.
20(b) A security interest is perfected under (a) of this section not earlier than the
21      time the secured party takes possession and obtains control and remains perfected under
22      (a) of this section only while the secured party retains possession and control.
23(c) AS 45.29.313(c) and (f) - (i) apply to perfection by possession of an
24      authoritative tangible copy of a record evidencing chattel paper.
25Sec. 45.29.346. Priority of security interest in controllable account,
26      controllable electronic record, and controllable payment intangible. A security
27      interest in a controllable account, controllable electronic record, or controllable payment
28      intangible held by a secured party having control of the account, electronic record, or
29      payment intangible has priority over a conflicting security interest held by a secured
30      party that does not have control.
31 * Sec. 140. AS 45.29.404(a) is amended to read:
                                               -53-  Enrolled SB 252
1(a) Unless an account debtor has made an enforceable agreement not to assert
2defenses or claims, and subject to (b) - (e) of this section, the rights of an assignee are
3subject to
4(1) all terms of the agreement between the account debtor and assignor
5and a defense or claim in recoupment arising from the transaction that gave rise to the
6contract; and
7(2) any other defense or claim of the account debtor against the assignor
8that accrues before the account debtor receives a notification of the assignment signed
9[AUTHENTICATED] by the assignor or the assignee.
10  * Sec. 141. AS 45.29.406(a) is amended to read:
11(a) Subject to (b) - (i) and (l) of this section, an account debtor on an account,
12chattel paper, or a payment intangible may discharge its obligation by paying the
13assignor until, but not after, the account debtor receives a notification, signed
14[AUTHENTICATED] by the assignor or the assignee, that the amount due or to become
15due has been assigned and that payment is to be made to the assignee. After receipt of
16the notification, the account debtor may discharge its obligation by paying the assignee
17and may not discharge its obligation by paying the assignor.
18  * Sec. 142. AS 45.29.406(b) is amended to read:
19(b) Subject to (h) and (l) of this section, notification is ineffective under (a) of
20this section
21(1) if it does not reasonably identify the rights assigned;
22(2) to the extent that an agreement between an account debtor and a
23seller of a payment intangible limits the account debtor's duty to pay a person other than
24the seller and the limitation is effective under law other than this chapter; or
25(3) at the option of an account debtor, if the notification notifies the
26account debtor to make less than the full amount of any installment or other periodic
27payment to the assignee even if
28(A) only a portion of the account, chattel paper, or payment
29intangible has been assigned to that assignee;
30(B) a portion has been assigned to another assignee; or
31(C) the account debtor knows that the assignment to that assignee
 Enrolled SB 252  -54-
1is limited.
2  * Sec. 143. AS 45.29.406(c) is amended to read:
3(c) Subject to (h) and (l) of this section, if requested by the account debtor, an
4assignee shall seasonably furnish reasonable proof that the assignment has been made.
5Unless the assignee complies, the account debtor may discharge its obligation by paying
6the assignor even if the account debtor has received a notification under (a) of this
7section.
8  * Sec. 144. AS 45.29.406(d) is amended to read:
9(d) Except as otherwise provided in (e) and (k) of this section, AS 45.29.407,
10      and AS 45.12.303, and subject to (h) of this section, a term in an agreement between an
11      account debtor and an assignor or in a promissory note is ineffective to the extent that
12      it
13(1) prohibits, restricts, or requires the consent of the account debtor or
14      person obligated on the promissory note to the assignment or transfer of, or the creation,
15      attachment, perfection, or enforcement of a security interest in, the account, chattel
16      paper, payment intangible, or promissory note; or
17(2)   provides that the assignment, transfer, creation, attachment,
18      perfection, or enforcement of the security interest may give rise to a default, breach,
19      right of recoupment, claim, defense, termination, right of termination, or remedy under
20      the account, chattel paper, payment intangible, or promissory note.
21 * Sec. 145. AS 45.29.406(f) is amended to read:
22(f) Except as otherwise provided in (k) of this section, AS 45.12.303, and
23      AS 45.29.407, and subject to (h) and (i) of this section, a rule of law, statute, or
24      regulation that prohibits, restricts, or requires the consent of a government, a
25      governmental body or official, or an account debtor to the assignment or transfer of, or
26      creation of a security interest in, an account or chattel paper is ineffective to the extent
27      that the rule of law, statute, or regulation
28(1) prohibits, restricts, or requires the consent of the government,
29      governmental body or official, or account debtor to the assignment or transfer of, or the
30      creation, attachment, perfection, or enforcement of a security interest in the account or
31      chattel paper; or
                                               -55-  Enrolled SB 252
1(2)   provides that the assignment, transfer, creation, attachment,
2perfection, or enforcement of the security interest may give rise to a default, breach,
3right of recoupment, claim, defense, termination, right of termination, or remedy under
4the account or chattel paper.
5   * Sec. 146. AS 45.29.406(g) is amended to read:
6(g) Subject to (h) and (l) of this section, an account debtor may not waive or
7vary its option under (b)(3) of this section.
8   * Sec. 147. AS 45.29.406 is amended by adding new subsections to read:
9(j) This section prevails over any inconsistent provisions of other statutes unless
10the other statute contains an exemption that refers specifically to this section.
11(k) Subsections (d), (f), and (j) of this section do not apply to a security interest
12in an ownership interest in a general partnership, limited partnership, or limited liability
13company.
14(l) Subsections (a) - (c) and (g) of this section do not apply to a controllable
15account or controllable payment intangible.
16(m) In (d) of this section, "promissory note" includes a negotiable instrument
17that evidences chattel paper.
18  * Sec. 148. AS 45.29.408(a) is amended to read:
19(a) Except as otherwise provided in (b) and (f) of this section, a term in a
20promissory note or in an agreement between an account debtor and a debtor that relates
21to a health care insurance receivable or a general intangible, including a contract, permit,
22license, or franchise, and that prohibits, restricts, or requires the consent of the person
23obligated on the promissory note or the account debtor to the assignment or transfer of,
24or creation, attachment, or perfection of a security interest in the promissory note, health
25care insurance receivable, or general intangible is ineffective to the extent that the term
26(1) would impair the creation, attachment, or perfection of a security
27interest; or
28(2) provides that the assignment, transfer, creation, attachment, or
29perfection of the security interest may give rise to a default, breach, right of recoupment,
30claim, defense, termination, right of termination, or remedy under the promissory note,
31health care insurance receivable, or general intangible.
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1  * Sec. 149. AS 45.29.408(c) is amended to read:
2(c) Except as otherwise provided in (f) of this section, a [A] rule of law,
3statute, or regulation that prohibits, restricts, or requires the consent of a government, a
4governmental body or official, a person obligated on a promissory note, or an account
5debtor to the assignment or transfer of or creation of a security interest in a promissory
6note, health care insurance receivable, or general intangible, including a contract,
7permit, license, or franchise between an account debtor and a debtor, is ineffective to
8the extent that the rule of law, statute, or regulation
9(1) would impair the creation, attachment, or perfection of a security
10      interest; or
11(2) provides that the assignment, transfer, creation, attachment, or
12      perfection of the security interest may give rise to a default, breach, right of recoupment,
13      claim, defense, termination, right of termination, or remedy under the promissory note,
14      health care insurance [HEALTH-CARE-INSURANCE] receivable, or general
15      intangible.
16 * Sec. 150. AS 45.29.408 is amended by adding new subsections to read:
17(f) This section does not apply to a security interest in an ownership interest in
18      a general partnership, limited partnership, or limited liability company.
19(g) In this section, "promissory note" includes a negotiable instrument that
20      evidences chattel paper.
21 * Sec. 151. AS 45.29.509(a) is amended to read:
22(a) A person may file an initial financing statement, amendment that adds
23      collateral covered by a financing statement, or amendment that adds a debtor to a
24      financing statement only if
25(1)     the    debtor   authorizes    the   filing   in   a   signed   [AN
26      AUTHENTICATED] record or under [PURSUANT TO] (b) or (c) of this section; or
27(2) the person holds an agricultural lien that has become effective at the
28      time of filing and the financing statement covers only collateral in which the person
29      holds an agricultural lien.
30 * Sec. 152. AS 45.29.509(b) is amended to read:
31(b) By signing [AUTHENTICATING] or becoming bound as debtor by a
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1security agreement, a debtor or new debtor authorizes the filing of an initial financing
2statement and an amendment covering
3(1) the collateral described in the security agreement; and
4(2) property that becomes collateral under AS 45.29.315(a)(2), whether
5or not the security agreement expressly covers proceeds.
6   * Sec. 153. AS 45.29.513(b) is amended to read:
7(b) To comply with (a) of this section, a secured party shall cause the secured
8party of record to file the termination statement
9(1) within one month after there is no obligation secured by the collateral
10covered by the financing statement and no commitment to make an advance, incur an
11obligation, or otherwise give value; or
12(2) if earlier, within 20 days after the secured party receives a signed
13[AN AUTHENTICATED] demand from a debtor.
14  * Sec. 154. AS 45.29.513(c) is amended to read:
15(c) In cases not governed by (a) of this section, within 20 days after a secured
16party receives a signed [AN AUTHENTICATED] demand from a debtor, the secured
17party shall cause the secured party of record for a financing statement to send to the
18debtor a termination statement for the financing statement or file the termination
19statement in the filing office if
20(1) except in the case of a financing statement covering accounts or
21chattel paper that has been sold or goods that are the subject of a consignment, there is
22no obligation secured by the collateral covered by the financing statement and no
23commitment to make an advance, incur an obligation, or otherwise give value;
24(2) the financing statement covers accounts or chattel paper that has been
25sold but as to which the account debtor or other person obligated has discharged its
26obligation;
27(3) the financing statement covers goods that were the subject of a
28consignment to the debtor but are not in the debtor's possession; or
29(4) the debtor did not authorize the filing of the initial financing
30statement.
31  * Sec. 155. AS 45.29.601(b) is amended to read:
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1(b) A secured party in possession of collateral or control of collateral under
2AS 45.07.116, AS 45.29.104, 45.29.105, 45.29.106, [OR] 45.29.107, 45.29.111, or
345.29.112 has the rights and duties provided in AS 45.29.207.
4  * Sec. 156. AS 45.29.605 is amended to read:
5Sec. 45.29.605. Unknown debtor or secondary obligor. Except as provided
6in (b) of this section, a [A] secured party does not owe a duty based on its status as
7secured party to
8(1) a person who is a debtor or obligor unless the secured party knows
9(A) that the person is a debtor or obligor;
10(B) the identity of the person; and
11(C) how to communicate with the person; or
12(2) a secured party or lienholder that has filed a financing statement
13      against a person unless the secured party knows
14(A) that the person is a debtor; and
15(B) the identity of the person.
16 * Sec. 157. AS 45.29.605 is amended by adding a new subsection to read:
17(b) A secured party owes a duty based on its status as a secured party to a person
18      if, at the time the secured party obtains control of collateral that is a controllable account,
19      controllable electronic record, or controllable payment intangible or at the time the
20      security interest attaches to the collateral, whichever is later,
21(1) the person is a debtor or obligor; and
22(2) the secured party knows that the information specified in (a)(1)(A),
23      (B), or (C) of this section relating to the person is not provided by the collateral, a record
24      attached to or logically associated with the collateral, or the system in which the
25      collateral is recorded.
26 * Sec. 158. AS 45.29.608(a) is amended to read:
27(a) If a security interest or agricultural lien secures payment or performance of
28      an obligation, the following rules apply:
29(1) a secured party shall apply or pay over for application the cash
30      proceeds of collection or enforcement under AS 45.29.607 in the following order to
31(A) the reasonable expenses of collection and enforcement and,
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1to the extent provided for by agreement and not prohibited by law, reasonable
2attorney fees and legal expenses incurred by the secured party;
3(B) the satisfaction of obligations secured by the security interest
4or agricultural lien under which the collection or enforcement is made; and
5(C) the satisfaction of obligations secured by a subordinate
6security interest in or other lien on the collateral subject to the security interest
7or agricultural lien under which the collection or enforcement is made if the
8secured party receives a signed [AN AUTHENTICATED] demand for proceeds
9before distribution of the proceeds is completed;
10(2) if requested by a secured party, a holder of a subordinate security
11interest or other lien shall furnish reasonable proof of the interest or lien within a
12reasonable time; unless the holder complies, the secured party need not comply with the
13holder's demand under (1)(C) of this subsection;
14(3) a secured party need not apply or pay over for application noncash
15proceeds of collection and enforcement under AS 45.29.607 unless the failure to do so
16would be commercially unreasonable; a secured party that applies or pays over for
17application noncash proceeds shall do so in a commercially reasonable manner;
18(4) a secured party shall account to and pay a debtor for any surplus, and
19the obligor is liable for any deficiency.
20  * Sec. 159. AS 45.29.611(a) is amended to read:
21(a) In this section, "notification date" means the earlier of the date on which
22(1) a secured party sends to the debtor and any secondary obligor a
23signed [AN AUTHENTICATED] notification of disposition; or
24(2) the debtor and any secondary obligor waive the right to 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
27disposes of collateral under AS 45.29.610 shall send to the persons specified in (c) of
28this 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
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1(1) the debtor;
2(2) any secondary obligor; and
3(3) if the collateral is other than consumer goods,
4(A) any other person from which the secured party has received,
5before the notification date, a signed [AN AUTHENTICATED] notification of
6a claim of an interest in the collateral;
7(B) any other secured party or lienholder that, 10 days before the
8notification date, held a security interest in or other lien on the collateral
9perfected 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;
12and
13(iii) was filed in the office in which to file a financing
14statement against the debtor covering the collateral as of that date; and
15(C) any other secured party that, 10 days before the notification
16date, held a security interest in the collateral perfected by compliance with a
17statute, 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 indicated
24      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 a
28signed [AN AUTHENTICATED] notification of disposition to each secured
29party or other lienholder named in that response whose financing statement
30covered the collateral.
31 * Sec. 163. AS 45.29.613 is repealed and reenacted to read:
                                                 -61-  Enrolled SB 252
1Sec. 45.29.613. General contents and form of notification before disposition
2of collateral. (a) Except in a consumer goods transaction, the following rules apply:
3(1) the contents of a notification of disposition are sufficient if the
4notification
5(A) describes the debtor and the secured party;
6(B) describes the collateral that is the subject of the intended
7disposition;
8(C) states the method of intended disposition;
9(D) states that the debtor is entitled to an accounting of the
10unpaid indebtedness and states the charge, if any, for an accounting; and
11(E) states the time and place of a public disposition or the time
12after which any other disposition is to be made;
13(2)     whether the contents of a notification that lacks any of the
14information specified in (1) of this subsection are nevertheless sufficient is a question
15of fact;
16(3) the contents of a notification providing substantially the information
17specified in (1) of this subsection are sufficient even if the notification includes
18(A) information not specified by that paragraph; or
19(B) minor errors that are not seriously misleading;
20(4) a particular phrasing of the notification is not required;
21(5)     the following form of notification and the form appearing in
22AS 45.29.614(a)(3), when completed in accordance with the instructions in (b) of this
23section and AS 45.29.614(b), each provide sufficient information:
24NOTIFICATION OF DISPOSITION OF COLLATERAL
25To:    (Name of debtor, obligor, or other person to which the
26notification is sent)
27From: (Name, address, and telephone number of secured party)
28(1)    Name of any debtor that is not an addressee: (Name of each
29debtor)
30(2)    We will sell (describe collateral) (to the highest qualified bidder)
31at public sale. A sale could include a lease or license. The sale
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1will be held as follows:
2(Date)
3(Time)
4(Place)
5(3)     We will sell (describe collateral) at private sale sometime after
6(date). A sale could include a lease or license.
7(4)     You are entitled to an accounting of the unpaid indebtedness
8secured by the property that we intend to sell or, as applicable,
9lease or license.
10(5)     If you request an accounting you must pay a charge of $
11(amount).
12(6)     You may request an accounting by calling us at (telephone
13number).
14[End of Form]
15(b) The following instructions apply to the form of notification in (a)(5) of this
16      section:
17(1) the instructions in this subsection refer to the numbers in parentheses
18      before items in the form of notification set out in (a)(5) of this section; do not include
19      the numbers or parentheses in the notification; the numbers and parentheses are used
20      only for the purpose of these instructions;
21(2) include and complete item (1) of the form only if there is a debtor
22      that is not an addressee of the notification and list the name or names;
23(3) include and complete either item (2) of the form, if the notification
24      relates to a public disposition of the collateral, or item (3) of the form, if the notification
25      relates to a private disposition of the collateral; if item (2) of the form is included,
26      include the words "to the highest qualified bidder" only if applicable;
27(4) include and complete items (4) and (6) of the form;
28(5) include and complete item (5) of the form only if the sender will
29      charge the recipient for an accounting.
30 * Sec. 164. AS 45.29.614 is repealed and reenacted to read:
31Sec. 45.29.614. Contents and form of notification before disposition of
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1collateral in consumer goods transaction. (a) In a consumer goods transaction, the
2following rules apply:
3(1) a notification of disposition must provide the following information:
4(A) the information specified in AS 45.29.613(a)(1);
5(B) a description of any liability for a deficiency of the person to
6which the notification is sent;
7(C) a telephone number from which the amount that must be paid
8to the secured party to redeem the collateral under AS 45.29.623 is available;
9and
10(D)    a telephone number or mailing address from which
11additional information concerning the disposition and the obligation secured is
12available;
13(2) a particular phrasing of the notification is not required;
14(3) the following form of notification, when completed in accordance
15with the instructions in (b) of this section, provides sufficient information:
16(Name and address of secured party)
17(Date)
18NOTICE OF OUR PLAN TO SELL PROPERTY
19(Name and address of any obligor who is also a debtor)
20Subject: (Identify transaction)
21We have your (describe collateral), because you broke promises in our
22agreement.
23(1)      We will sell (describe collateral) at public sale. A sale could
24include a lease or license. The sale will be held as follows:
25(Date)
26(Time)
27(Place)
28You may attend the sale and bring bidders if you want.
29(2)      We will sell (describe collateral) at private sale sometime after
30(date). A sale could include a lease or license.
31(3)      The money that we get from the sale, after paying our costs, will
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1reduce the amount you owe. If we get less money than you owe,
2you (will or will not, as applicable) still owe us the difference. If
3we get more money than you owe, you will get the extra money,
4unless we must pay it to someone else.
5(4)     You can get the property back at any time before we sell it by
6paying us the full amount you owe, not just the past due
7payments, including our expenses. To learn the exact amount you
8must pay, call us at (telephone number).
9(5)     If you want us to explain to you in (writing) (writing or in
10(description of electronic record)) (description of electronic
11record) how we have figured the amount that you owe us, (6) call
12us at (telephone number) (or) (write us at (secured party's
13address)) (or contact us by (description of electronic
14communication method)) (7) and request (a written explanation)
15(a written explanation or an explanation in (description of
16electronic record)) (an explanation in (description of electronic
17record)).
18(8)     We will charge you $ (amount) for the explanation if we sent you
19another written explanation of the amount you owe us within the
20last six months.
21(9)     If you need more information about the sale (call us at (telephone
22number)) (or) (write us at (secured party's address)) (or contact
23us by (description of electronic communication method)).
24(10)    We are sending this notice to the following other people who
25have an interest in (describe collateral) or who owe money under
26your agreement:
27(Names of all other debtors and obligors, if any)
28[End of Form]
29(4) a notification in the form set out in (3) of this subsection is sufficient
30 even if additional information appears at the end of the form;
31(5) a notification in the form set out in (3) of this subsection is sufficient
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1even if it includes errors in information not required by (1) of this subsection unless the
2error is misleading with respect to rights arising under this chapter;
3(6) if a notification under this section is not in the form set out in (3) of
4this subsection, law other than this chapter determines the effect of including
5information not required by (1) of this subsection.
6(b) The following instructions apply to the form of notification set out in (a)(3)
7of this section:
8(1) the instructions in this subsection refer to the numbers in parentheses
9before items in the form of notification set out in (a)(3) of this section; do not include
10the numbers or parentheses in the notification; the numbers and parentheses are used
11only for the purpose of these instructions;
12(2) include and complete either item (1) of the form, if the notification
13relates to a public disposition of the collateral, or item (2) of the form, if the notification
14relates to a private disposition of the collateral;
15(3) include and complete items (3) - (7) of the form;
16(4) in item (5) of the form, include and complete any one of the three
17alternative methods for the explanation: writing, writing or electronic record, or
18electronic record;
19(5) in item (6) of the form, include the telephone number; in addition,
20the sender may include and complete either or both of the two additional alternative
21methods of communication, writing or electronic communication, for the recipient of
22the notification to communicate with the sender; neither of the two additional methods
23of communication is required to be included;
24(6) in item (7) of the form, include and complete the method or methods
25for the explanation, writing, writing or electronic record, or electronic record, included
26in item (5) of the form;
27(7)   include and complete item (8) of the form only if a written
28explanation is included in item (5) of the form as a method for communicating the
29explanation and the sender will charge the recipient for another written explanation;
30(8) in item (9) of the form, include either the telephone number or the
31address or both the telephone number and the address; in addition, the sender may
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1include and complete the additional method of communication, electronic
2communication, for the recipient of the notification to communicate with the sender; the
3additional method of electronic communication is not required to be included;
4(9)   if item (10) of the form does not apply, insert "None" after
5"agreement."
6  * Sec. 165. AS 45.29.615(a) is amended to read:
7(a) A secured party shall apply or pay over for application the cash proceeds of
8disposition under AS 45.29.610 in the following order:
9(1)   the reasonable expenses of retaking, holding, preparing for
10      disposition, processing, and disposing and, to the extent provided for by agreement and
11      not prohibited by law, reasonable attorney fees and legal expenses incurred by the
12      secured party;
13(2) the satisfaction of obligations secured by the security interest or
14      agricultural lien under which the disposition is made;
15(3) the satisfaction of obligations secured by any subordinate security
16      interest in or other subordinate lien on the collateral if
17(A) the secured party receives from the holder of the subordinate
18security interest or other lien a signed [AN AUTHENTICATED] demand for
19proceeds before distribution of the proceeds is completed; and
20(B) in a case in which a consignor has an interest in the collateral,
21the subordinate security interest or other lien is senior to the interest of the
22consignor; and
23(4) a secured party that is a consignor of the collateral if the secured
24      party receives from the consignor a signed [AN AUTHENTICATED] demand for
25      proceeds before distribution of the proceeds is completed.
26 * Sec. 166. AS 45.29.616(a) is amended to read:
27(a) In this section,
28(1) "explanation" means a record [WRITING] that
29(A) states the amount of the surplus or deficiency;
30(B) provides an explanation in accordance with (c) of this section
31of how the secured party calculated the surplus or deficiency;
                                                -67-  Enrolled SB 252
1(C) states, if applicable, that future debits, credits, charges,
2including additional credit service charges or interest, rebates, and expenses may
3affect the amount of the surplus or deficiency; and
4(D) provides a telephone number or mailing address from which
5additional information concerning the transaction is available;
6(2) "request" means a record
7(A) signed [AUTHENTICATED] by a debtor or consumer
8obligor;
9(B) requesting that the recipient provide an explanation; and
10(C) sent after disposition of the collateral under AS 45.29.610.
11  * Sec. 167. AS 45.29.616(b) is amended to read:
12(b) In a consumer goods transaction in which the debtor is entitled to a surplus
13or a consumer obligor is liable for a deficiency under AS 45.29.615, the secured party
14shall
15(1) send an explanation to the debtor or consumer obligor, as applicable,
16after the disposition and
17(A) before or when the secured party accounts to the debtor and
18pays any surplus or first makes [WRITTEN] demand in a record on the
19consumer obligor after the disposition for payment of the deficiency; and
20(B) within 14 days after receipt of a request; or
21(2) in the case of a consumer obligor who is liable for a deficiency,
22within 14 days after receipt of a request, send to the consumer obligor a record waiving
23the secured party's right to a deficiency.
24  * Sec. 168. AS 45.29.616(c) is amended to read:
25(c) To comply with (a)(1)(B) of this section, an explanation [A WRITING]
26must provide the following information in the following order:
27(1) the aggregate amount of obligations secured by the security interest
28under which the disposition was made, and, if the amount reflects a rebate of unearned
29interest or credit service charge, an indication of that fact, calculated as of a specified
30date
31(A) if the secured party takes or receives possession of the
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1collateral after default, not more than 35 days before the secured party takes or
2receives possession; or
3(B) if the secured party takes or receives possession of the
4collateral before default or does not take possession of the collateral, not more
5than 35 days before the disposition;
6(2) the amount of proceeds of the disposition;
7(3) the aggregate amount of the obligations after deducting the amount
8of proceeds;
9(4) the amount, in the aggregate or by type, and types of expenses,
10      including expenses of retaking, holding, preparing for disposition, processing, and
11      disposing of the collateral, and attorney fees secured by the collateral that are known to
12      the secured party and relate to the current disposition;
13(5) the amount, in the aggregate or by type, and types of credits,
14      including rebates of interest or credit service charges, to which the obligor is known to
15      be entitled and that are not reflected in the amount in (1) of this subsection; and
16(6) the amount of the surplus or deficiency.
17 * Sec. 169. AS 45.29.619(a) is amended to read:
18(a)     In this section, "transfer statement" means a record signed
19      [AUTHENTICATED] by a secured party stating
20(1) that the debtor has defaulted in connection with an obligation secured
21      by specified collateral;
22(2) that the secured party has exercised its post-default remedies with
23      respect to the collateral;
24(3) that, by reason of the exercise, a transferee has acquired the rights of
25      the debtor in the collateral; and
26(4) the name and mailing address of the secured party, debtor, and
27      transferee.
28 * Sec. 170. AS 45.29.620(a) is amended to read:
29(a) Except as otherwise provided in (g) of this section, a secured party may
30      accept collateral in full or partial satisfaction of the obligation it secures only if
31(1) the debtor consents to the acceptance under (c) of this section;
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1(2) the secured party does not receive, within the time set out in (d) of
2this section, a notification of objection to the proposal signed [AUTHENTICATED] by
3(A) a person to which the secured party was required to send a
4proposal under AS 45.29.621; or
5(B) any other person, other than the debtor, holding an interest
6in the collateral subordinate to the security interest that is the subject of the
7proposal;
8(3) if the collateral is consumer goods, the collateral is not in the
9possession of the debtor when the debtor consents to the acceptance; and
10(4) the provisions of (e) of this section do not require the secured party
11to dispose of the collateral or the debtor waives the requirement under AS 45.29.624.
12  * Sec. 171. AS 45.29.620(b) is amended to read:
13(b) A purported or apparent acceptance of collateral under this section is
14ineffective unless
15(1) the secured party consents to the acceptance in a signed [AN
16AUTHENTICATED] record or sends a proposal to the debtor; and
17(2) the conditions of (a) of this section are met.
18  * Sec. 172. AS 45.29.620(c) is amended to read:
19(c) For purposes of this section, a debtor consents to an acceptance of collateral
20(1) in partial satisfaction of the obligation it secures only if the debtor
21agrees to the terms of the acceptance in a record signed [AUTHENTICATED] after
22default; and
23(2) in full satisfaction of the obligation it secures only if the debtor
24agrees to the terms of the acceptance in a record signed [AUTHENTICATED] after
25default or the secured party
26(A)     sends to the debtor after default a proposal that is
27unconditional or subject only to a condition that collateral not in the possession
28of the secured party be preserved or maintained;
29(B)     in the proposal, proposes to accept collateral in full
30satisfaction of the obligation it secures; and
31(C)     does not receive a notification of objection signed
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1[AUTHENTICATED] by the debtor within 20 days after the proposal is sent.
2  * Sec. 173. AS 45.29.620(f) is amended to read:
3(f) To comply with (e) of this section, the secured party shall dispose of the
4collateral within
5(1) 90 days after taking possession; or
6(2) any longer period to which the debtor and all secondary obligors
7have   agreed       in   an   agreement     to     that   effect   entered   into   and   signed
8[AUTHENTICATED] after default.
9  * Sec. 174. AS 45.29.621(a) is amended to read:
10(a) A secured party who desires to accept collateral in full or partial satisfaction
11      of the obligation it secures shall send its proposal to
12(1) any person from which the secured party has received, before the
13      debtor consented to the acceptance, a signed [AN AUTHENTICATED] notification of
14      a claim of an interest in the collateral;
15(2) any other secured party or lienholder who, 10 days before the debtor
16      consented to the acceptance, held a security interest in or other lien on the collateral
17      perfected by the filing of a financing statement that
18(A) identified the collateral;
19(B) was indexed under the debtor's name as of that date; and
20(C) was filed in the office or offices in which to file a financing
21statement against the debtor covering the collateral as of that date; and
22(3) any other secured party who, 10 days before the debtor consented to
23      the acceptance, held a security interest in the collateral perfected by compliance with a
24      statute, regulation, or treaty described in AS 45.29.311(a).
25 * Sec. 175. AS 45.29.624 is amended to read:
26Sec. 45.29.624. Waiver. (a) A debtor or secondary obligor may waive the right
27      to notification of disposition of collateral under AS 45.29.611 only by an agreement to
28      that effect entered into and signed [AUTHENTICATED] after default.
29(b) A debtor may waive the right to require disposition of collateral under
30      AS 45.29.620(e) only by an agreement to that effect entered into and signed
31      [AUTHENTICATED] after default.
                                                  -71-  Enrolled SB 252
1(c) Except in a consumer goods transaction, a debtor or secondary obligor may
2waive the right to redeem collateral under AS 45.29.623 only by an agreement to that
3effect entered into and signed [AUTHENTICATED] after default.
4   * Sec. 176. AS 45.29.628(a) is amended to read:
5(a) Subject to (f) of this section, unless [UNLESS] a secured party knows that
6a person is a debtor or obligor, knows the identity of the person, and knows how to
7communicate with the person,
8(1) the secured party is not liable to the person, or to a secured party or
9lienholder that has filed a financing statement against the person, for failure to comply
10with this chapter; and
11(2) the secured party's failure to comply with this chapter does not affect
12the liability of the person for a deficiency.
13  * Sec. 177. AS 45.29.628(b) is amended to read:
14(b) Subject to (f) of this section, a [A] secured party is not liable because of its
15status as secured party
16(1) to a person who is a debtor or obligor unless the secured party knows
17(A) that the person is a debtor or obligor;
18(B) the identity of the person; and
19(C) how to communicate with the person; or
20(2) to a secured party or lienholder that has filed a financing statement
21against a person unless the secured party knows
22(A) that the person is a debtor; and
23(B) the identity of the person.
24  * Sec. 178. AS 45.29.628 is amended by adding a new subsection to read:
25(f) Subsections (a) and (b) of this section do not apply to limit the liability of a
26secured party to a person if, at the time the secured party obtains control of collateral
27that is a controllable account, controllable electronic record, or controllable payment
28intangible or at the time the security interest attaches to the collateral, whichever is later,
29(1) the person is a debtor or obligor; and
30(2) the secured party knows that the information specified in (b)(1)(A),
31(B), or (C) of this section relating to the person is not provided by the collateral, a record
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1attached to or logically associated with the collateral, or the system in which the
2collateral is recorded.
3  * Sec. 179. AS 45.29.705(d) is amended to read:
4(d) The filing of a continuation statement on or after July 1, 2001, does not
5continue the effectiveness of the financing statement filed before July 1, 2001.
6However, upon the timely filing of a continuation statement on or after July 1, 2001,
7and in accordance with the law of the jurisdiction governing perfection as provided in
8AS 45.29.301 - 45.29.346 [AS 45.29.301 - 45.29.342], the effectiveness of a financing
9statement filed in the same office in that jurisdiction before July 1, 2001, continues for
10      the period provided by the law of that jurisdiction.
11 * Sec. 180. AS 45.29.705(e) is amended to read:
12(e) The provisions of (c)(2) of this section apply to a financing statement that,
13      before July 1, 2001, is filed against a transmitting utility and satisfies the applicable
14      requirements for perfection under the law of the jurisdiction governing perfection as
15      provided in former AS 45.09.103 only to the extent that AS 45.29.301 - 45.29.346
16      [AS 45.29.301 - 45.29.342] provides that the law of a jurisdiction other than the
17      jurisdiction in which the financing statement is filed governs perfection of a security
18      interest in collateral covered by the financing statement.
19 * Sec. 181. AS 45.29.707(a) is amended to read:
20(a) On or after July 1, 2001, a person may add or delete collateral covered by,
21      continue or terminate the effectiveness of, or otherwise amend the information provided
22      in, a pre-effective date financing statement only in accordance with the law of the
23      jurisdiction governing perfection as provided in AS 45.29.301 - 45.29.346
24      [AS 45.29.301 - 45.29.342]. However, the effectiveness of a pre-effective date
25      financing statement also may be terminated in accordance with the law of the
26      jurisdiction in which the financing statement is filed.
27 * Sec. 182. AS 45.29.707(d) is amended to read:
28(d) Whether or not the law of this state governs perfection of a security interest,
29      the effectiveness of a pre-effective date financing statement filed in this state may be
30      terminated on or after July 1, 2001, by filing a termination statement in the office in
31      which the pre-effective date financing statement is filed, unless an initial financing
                                              -73-  Enrolled SB 252
1statement that satisfies AS 45.29.706(c) has been filed in the office specified by the law
2of the jurisdiction governing perfection as provided in AS 45.29.301 - 45.29.346
3[AS 45.29.301 - 45.29.342] as the office in which to file a financing statement.
4   * Sec. 183. AS 45 is amended by adding a new chapter to read:
5Chapter 36. Controllable Electronic Records.
6Article 1. General Provisions.
7Sec. 45.36.101. Short title. This chapter may be cited as Uniform Commercial
8Code - Controllable Electronic Records.
9Sec. 45.36.102. Definitions. (a) In this chapter,
10(1) "account debtor" has the meaning given in AS 45.29.102(a);
11(2) "chattel paper" has the meaning given in AS 45.29.102(a);
12(3) "controllable account" has the meaning given in AS 45.29.102(a);
13(4)   "controllable electronic record" means a record stored in an
14electronic medium that can be subjected to control under AS 45.36.105; "controllable
15electronic record" does not include a controllable account, a controllable payment
16intangible, a deposit account, an electronic copy of a record evidencing chattel paper,
17an electronic document of title, electronic money, investment property, or a transferable
18record;
19(5)   "controllable payment intangible" has the meaning given in
20AS 45.29.102(a);
21(6) "deposit account" has the meaning given in AS 45.29.102(a);
22(7) "electronic money" has the meaning given in AS 45.29.102(a);
23(8) "investment property" has the meaning given in AS 45.29.102(a);
24(9) "qualifying purchaser" means a purchaser of a controllable electronic
25record or an interest in a controllable electronic record that obtains control of the
26controllable electronic record for value, in good faith, and without notice of a claim of
27a property right in the controllable electronic record;
28(10) "transferable record" has the meaning given in
29(A) 15 U.S.C. 7021(a)(1) (Electronic Signatures in Global and
30National Commerce Act); or
31(B) AS 09.80.130(f);
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1(11) "value" has the meaning given in AS 45.03.303(a), as if references
2  in that subsection to an "instrument" were references to a controllable account,
3  controllable electronic record, or controllable payment intangible.
4(b) AS 45.01 contains general definitions and principles of construction and
5  interpretation applicable throughout this chapter.
6Sec. 45.36.103. Relation to AS 45.29 and consumer laws. (a) If there is
7  conflict between this chapter and AS 45.29, AS 45.29 governs.
8(b) A transaction subject to this chapter is subject to
9(1)   an applicable rule of law that establishes a different rule for
10consumers;
11(2)   another statute or regulation that regulates the rates, charges,
12agreements, and practice for loans, credit sales, or other extensions of credit; and
13(3) consumer protection statutes or regulations.
14Sec. 45.36.104. Rights in controllable account, controllable electronic
15 record, and controllable payment intangible. (a) This section applies to the
16 acquisition and purchase of rights in a controllable account or controllable payment
17 intangible, including the rights and benefits specified in (c) - (e), (g), and (h) of this
18 section of a purchaser and qualifying purchaser, in the same manner this section applies
19 to a controllable electronic record.
20(b) To determine whether a purchaser of a controllable account or a controllable
21 payment intangible is a qualifying purchaser, the purchaser obtains control of the
22 account or payment intangible if it obtains control of the controllable electronic record
23 that evidences the account or payment intangible.
24(c) Except as provided in this section, law other than this chapter determines
25 whether a person acquires a right in a controllable electronic record and the right the
26 person acquires.
27(d) A purchaser of a controllable electronic record acquires all rights in the
28 controllable electronic record that the transferor had or had power to transfer, except
29 that a purchaser of a limited interest in a controllable electronic record acquires rights
30 only to the extent of the interest purchased.
31(e) A qualifying purchaser acquires its rights in the controllable electronic
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1record free of a claim of a property right in the controllable electronic record.
2(f) Except as provided in (a) and (e) of this section for a controllable account
3and a controllable payment intangible or law other than this chapter, a qualifying
4purchaser takes a right to payment, right to performance, or other interest in property
5evidenced by the controllable electronic record subject to a claim of a property right in
6the right to payment, right to performance, or other interest in property.
7(g) An action may not be asserted against a qualifying purchaser based on both
8a purchase by the qualifying purchaser of a controllable electronic record and a claim
9of a property right in another controllable electronic record, whether the action is framed
10in conversion, replevin, constructive trust, equitable lien, or other theory.
11(h) Filing of a financing statement under AS 45.29 is not notice of a claim of a
12property right in a controllable electronic record.
13Sec. 45.36.105. Control of controllable electronic record. (a) A person has
14control of a controllable electronic record if the electronic record, a record attached to
15or logically associated with the electronic record, or a system in which the electronic
16record is recorded
17(1) gives the person
18(A) power to avail itself of substantially all the benefit from the
19electronic record; and
20(B) exclusive power, subject to (b) of this section, to
21(i)    prevent others from availing themselves of
22substantially all the benefit from the electronic record; and
23(ii) transfer control of the electronic record to another
24person or cause another person to obtain control of another controllable
25electronic record as a result of the transfer of the electronic record; and
26(2) enables the person readily to identify itself in any way, including by
27name, identifying number, cryptographic key, office, or account number, as having the
28powers specified in (1) of this subsection.
29(b) Subject to (c) of this section, a power is exclusive under (a)(1)(B)(i) and (ii)
30of this section even if
31(1) the controllable electronic record, a record attached to or logically
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1  associated with the electronic record, or a system in which the electronic record is
2  recorded limits the use of the electronic record or has a protocol programmed to cause
3  a change, including a transfer or loss of control or a modification of benefits afforded
4  by the electronic record; or
5(2) the power is shared with another person.
6(c) A power of a person is not shared with another person under (b)(2) of this
7  section and the person's power is not exclusive if
8(1) the person can exercise the power only if the power also is exercised
9  by the other person; and
10(2) the other person
11(A) can exercise the power without exercise of the power by the
12person; or
13(B) is the transferor to the person of an interest in the controllable
14electronic record or a controllable account or controllable payment intangible
15evidenced by the controllable electronic record.
16(d) If a person has the powers specified in (a)(1)(B)(i) and (ii) of this section,
17 the powers are presumed to be exclusive.
18(e) A person has control of a controllable electronic record if another person,
19 other than the transferor to the person of an interest in the controllable electronic record
20 or a controllable account or controllable payment intangible evidenced by the
21 controllable electronic record
22(1) has control of the electronic record and acknowledges that it has
23 control on behalf of the person; or
24(2) obtains control of the electronic record after having acknowledged
25 that it will obtain control of the electronic record on behalf of the person.
26(f) A person that has control under this section is not required to acknowledge
27 that it has control on behalf of another person.
28(g) If a person acknowledges that it has or will obtain control on behalf of
29 another person, unless the person otherwise agrees or law other than this chapter or
30 AS 45.29 otherwise provides, the person does not owe a duty to the other person and is
31 not required to confirm the acknowledgment to another person.
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1Sec. 45.36.106. Discharge of account debtor on controllable account or
2controllable payment intangible. (a) An account debtor on a controllable account or
3controllable payment intangible may discharge its obligation by paying
4(1) the person having control of the controllable electronic record that
5evidences the controllable account or controllable payment intangible; or
6(2) except as provided in (b) of this section, a person that formerly had
7control of the controllable electronic record.
8(b) Subject to (d) of this section, the account debtor may not discharge its
9obligation by paying a person that formerly had control of the controllable electronic
10record if the account debtor receives a notification that
11(1) is signed by a person that formerly had control or the person to which
12control was transferred;
13(2)   reasonably identifies the controllable account or controllable
14payment intangible;
15(3) notifies the account debtor that control of the controllable electronic
16record that evidences the controllable account or controllable payment intangible was
17transferred;
18(4) identifies the transferee, in any reasonable way, including by name,
19identifying number, cryptographic key, office, or account number; and
20(5) provides a commercially reasonable method by which the account
21debtor is to pay the transferee.
22(c) After receipt of a notification that complies with (b) of this section, the
23account debtor may discharge its obligation by paying in accordance with the
24notification and may not discharge the obligation by paying a person that formerly had
25control.
26(d) Subject to (h) of this section, notification is ineffective under (b) of this
27section
28(1) unless, before the notification is sent, the account debtor and the
29person that, at that time, had control of the controllable electronic record that evidences
30the controllable account or controllable payment intangible agree in a signed record to
31a commercially reasonable method by which a person may furnish reasonable proof that
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1  control has been transferred;
2(2) to the extent an agreement between the account debtor and seller of
3  a payment intangible limits the account debtor's duty to pay a person other than the seller
4  and the limitation is effective under law other than this chapter; or
5(3) at the option of the account debtor, if the notification notifies the
6  account debtor to
7(A) divide a payment;
8(B) make less than the full amount of an installment or other
9periodic payment; or
10(C) pay a part of a payment by more than one method or to more
11than one person.
12(e) Subject to (h) of this section, if requested by the account debtor, the person
13 giving the notification under (b) of this section seasonably shall furnish reasonable
14 proof, using the method in the agreement referred to in (d)(1) of this section, that control
15 of the controllable electronic record has been transferred. Unless the person complies
16 with the request, the account debtor may discharge its obligation by paying a person that
17 formerly had control, even if the account debtor has received a notification under (b) of
18 this section.
19(f) A person furnishes reasonable proof under (e) of this section that control has
20 been transferred if the person demonstrates, using the method in the agreement referred
21 to in (d)(1) of this section, that the transferee has the power to
22(1) avail itself of substantially all the benefit from the controllable
23 electronic record;
24(2) prevent others from availing themselves of substantially all the
25 benefit from the controllable electronic record; and
26(3) transfer the powers specified in (1) and (2) of this subsection to
27 another person.
28(g) Subject to (h) of this section, an account debtor may not waive or vary its
29 rights specified in (d)(1) and (e) of this section or its option specified in (d)(3) of this
30 section.
31(h) This section is subject to law other than this chapter that establishes a
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1different rule for an account debtor who is an individual and who incurred the obligation
2primarily for personal, family, or household purposes.
3Sec. 45.36.107. Governing law. (a) Except as provided in (b) of this section, the
4local law of a controllable electronic record's jurisdiction governs a matter covered by
5this chapter.
6(b) For a controllable electronic record that evidences a controllable account or
7controllable payment intangible, the local law of the controllable electronic record's
8jurisdiction governs a matter covered by AS 45.36.106 unless an effective agreement
9determines that the local law of another jurisdiction governs.
10(c) The following rules determine a controllable electronic record's jurisdiction
11under this section:
12(1) if the controllable electronic record, or a record attached to or
13logically associated with the controllable electronic record and readily available for
14review, expressly provides that a particular jurisdiction is the controllable electronic
15record's jurisdiction for purposes of this chapter or the code, that jurisdiction is the
16controllable electronic record's jurisdiction;
17(2) if (1) of this subsection does not apply and the rules of the system in
18which the controllable electronic record is recorded are readily available for review and
19expressly provide that a particular jurisdiction is the controllable electronic record's
20jurisdiction for purposes of this chapter or the code, that jurisdiction is the controllable
21electronic record's jurisdiction;
22(3) if (1) and (2) of this subsection do not apply and the controllable
23electronic record, or a record attached to or logically associated with the controllable
24electronic record and readily available for review, expressly provides that the
25controllable electronic record is governed by the law of a particular jurisdiction, that
26jurisdiction is the controllable electronic record's jurisdiction;
27(4) if (1), (2), and (3) of this subsection do not apply and the rules of the
28system in which the controllable electronic record is recorded are readily available for
29review and expressly provide that the controllable electronic record or the system is
30governed by the law of a particular jurisdiction, that jurisdiction is the controllable
31electronic record's jurisdiction;
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1(5) if (1) - (4) of this subsection do not apply, the controllable electronic
2  record's jurisdiction is the District of Columbia.
3(d) If (c)(5) of this section applies and Article 12 is not in effect in the District
4  of Columbia without material modification, the governing law for a matter covered by
5  this chapter is the law of the District of Columbia as though Article 12 were in effect in
6  the District of Columbia without material modification. In this subsection, "Article 12"
7  means Article 12 of the Uniform Commercial Code Amendments (2022).
8(e) To the extent (a) and (b) of this section provide that the local law of the
9  controllable electronic record's jurisdiction governs a matter covered by this chapter,
10 that law governs even if the matter or a transaction to which the matter relates does not
11 bear any relation to the controllable electronic record's jurisdiction.
12(f) The rights acquired under AS 45.36.104 by a purchaser or qualifying
13 purchaser are governed by the law applicable under this section at the time of purchase.
14Article 2. Transitional Provisions.
15Sec. 45.36.201. Short title. AS 45.36.201 - 45.36.209 may be cited as
16 Transitional Provisions for Uniform Commercial Code Amendments (2022).
17Sec. 45.36.202. Definition. In AS 45.36.201 - 45.36.209, "financing statement"
18 has the meaning given in AS 45.29.102(a).
19Sec. 45.36.203. Saving clause. Except as provided in AS 45.36.204 - 45.36.209,
20 a transaction validly entered into before the effective date of this Act and the rights,
21 duties, and interests flowing from the transaction remain valid thereafter and may be
22 terminated, completed, consummated, or enforced as required or permitted by law other
23 than the code or, if applicable, the code, as though secs. 1 - 143, sec. 146,
24 AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150,
25 and secs. 151 - 188 of this Act had not taken effect.
26Sec. 45.36.204. Saving clause for AS 45.29 and AS 45.36. (a) Except as
27 provided in AS 45.36.204 - 45.36.209, AS 45.29, as that chapter read on the effective
28 date of this Act, and this chapter apply to a transaction, lien, or other interest in property,
29 even if the transaction, lien, or interest was entered into, created, or acquired before the
30 effective date of this Act.
31(b) Except as provided in (c) of this section and AS 45.36.205 - 45.36.209,
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1(1) a transaction, lien, or interest in property that was validly entered
2into, created, or transferred before the effective date of this Act and was not governed
3by the code, but would be subject to AS 45.29, as that chapter read on the effective date
4of this Act, or this chapter if it had been entered into, created, or transferred on or after
5the effective date of this Act, including the rights, duties, and interests flowing from the
6transaction, lien, or interest, remains valid on and after the effective date of this Act;
7and
8(2) the transaction, lien, or interest may be terminated, completed,
9consummated, and enforced as required or permitted by secs. 1 - 143, sec. 146,
10AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150,
11and secs. 151 - 188 of this Act or by the law that would apply if secs. 1 - 143, sec. 146,
12AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150,
13and secs. 151 - 188 of this Act had not taken effect.
14(c) Sections 1 - 143, sec. 146, AS 45.29.406(l) and (m), enacted by sec. 147,
15AS 45.29.408(g), enacted by sec. 150, and secs. 151 - 188 of this Act do not affect an
16action, case, or proceeding commenced before the effective date of this Act.
17Sec. 45.36.205. Security interest perfected before effective date. (a) A
18security interest that is enforceable and perfected immediately before the effective date
19of this Act is a perfected security interest under secs. 1 - 143, sec. 146, AS 45.29.406(l)
20and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150, and secs. 151 - 188
21of this Act if, on the effective date of this Act, the requirements for enforceability and
22perfection under secs. 1 - 143, sec. 146, AS 45.29.406(l) and (m), enacted by sec. 147,
23AS 45.29.408(g), enacted by sec. 150, and secs. 151 - 188 of this Act are satisfied
24without further action.
25(b) If a security interest is enforceable and perfected immediately before the
26effective date of this Act, but the requirements for enforceability or perfection under
27secs. 1 - 143, sec. 146, AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g),
28enacted by sec. 150, and secs. 151 - 188 of this Act are not satisfied on the effective date
29of this Act, the security interest
30(1) is a perfected security interest until the earlier of the time perfection
31would have ceased under the law in effect immediately before the effective date or the
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1  date one year after the effective date of this Act;
2(2) remains enforceable thereafter only if the security interest satisfies
3  the requirements for enforceability under AS 45.29.203, as that section read on the
4  effective date of this Act, before the date one year after the effective date of this Act;
5  and
6(3) remains perfected thereafter only if the requirements for perfection
7  under secs. 1 - 143, sec. 146, AS 45.29.406(l) and (m), enacted by sec. 147,
8  AS 45.29.408(g), enacted by sec. 150, and secs. 151 - 188 of this Act are satisfied before
9  the time specified in (1) of this subsection.
10Sec. 45.36.206. Security interest unperfected before effective date. A security
11 interest that is enforceable immediately before the effective date of this Act but is
12 unperfected at that time
13(1) remains an enforceable security interest until the date one year after
14 the effective date of this Act;
15(2)   remains enforceable thereafter if the security interest becomes
16 enforceable under AS 45.29.203, as that section read on the effective date of this Act,
17 on the effective date or before the date one year after the effective date of this Act; and
18(3) becomes perfected
19(A) without further action, on the effective date of this Act if the
20requirements for perfection under secs. 1 - 143, sec. 146, AS 45.29.406(l) and
21(m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150, and secs. 151 -
22188 of this Act are satisfied before or at that time; or
23(B) when the requirements for perfection are satisfied if the
24requirements are satisfied after that time.
25Sec. 45.36.207. Effectiveness of actions taken before effective date. (a) If
26 action, other than the filing of a financing statement, is taken before the effective date
27 of this Act and the action would have resulted in perfection of the security interest had
28 the security interest become enforceable before the effective date of this Act, the action
29 is effective to perfect a security interest that attaches under secs. 1 - 143, sec. 146,
30 AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150,
31 and secs. 151 - 188 of this Act before the date one year after the effective date of this
                                         -83-  Enrolled SB 252
1Act. An attached security interest becomes unperfected on the date one year after the
2effective date of this Act unless the security interest becomes a perfected security
3interest under secs. 1 - 143, sec. 146, AS 45.29.406(l) and (m), enacted by sec. 147,
4AS 45.29.408(g), enacted by sec. 150, and secs. 151 - 188 of this Act before the date
5one year after the effective date of this Act.
6(b) The filing of a financing statement before the effective date of this Act is
7effective to perfect a security interest on the effective date of this Act to the extent the
8filing would satisfy the requirements for perfection under secs. 1 - 143, sec. 146,
9AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150,
10and secs. 151 - 188 of this Act.
11(c) The taking of an action before the effective date of this Act is sufficient for
12the enforceability of a security interest on the effective date of this Act if the action
13would satisfy the requirements for enforceability under secs. 1 - 143, sec. 146,
14AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by sec. 150,
15and secs. 151 - 188 of this Act.
16Sec. 45.36.208. Priority. (a) Subject to (b) and (c) of this section, secs. 1 - 143,
17sec. 146, AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g), enacted by
18sec. 150, and secs. 151 - 188 of this Act determine the priority of conflicting claims to
19collateral.
20(b) Subject to (c) of this section, if the priorities of claims to collateral were
21established before the effective date of this Act, AS 45.29, as that chapter read before
22the effective date of this Act, determines priority.
23(c) On the date one year after the effective date of this Act, to the extent the
24priorities determined by AS 45.29, as that chapter read on the effective date of this Act,
25modify the priorities established before the effective date of this Act, the priorities of
26claims to controllable accounts, controllable electronic records, controllable payment
27intangibles, and electronic money established before the effective date of this Act cease
28to apply.
29Sec. 45.36.209. Priority of claims when priority rules set out in AS 45.29 do
30not apply. (a) Subject to (b) and (c) of this section, this chapter determines the priority
31of conflicting claims to controllable accounts, controllable electronic records, or
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1controllable payment intangibles when the priority rules set out in AS 45.29, as that
2chapter read on the effective date of this Act, do not apply.
3(b) Subject to (c) of this section, when the priority rules set out in AS 45.29, as
4that chapter read on the effective date of this Act, do not apply and the priorities of
5claims to controllable accounts, controllable electronic records, or controllable payment
6intangibles were established before the effective date of this Act, law other than this
7chapter determines priority.
8(c) When the priority rules set out in AS 45.29, as that chapter read on the
9effective date of this Act, do not apply, to the extent the priorities determined by secs.
10      1 - 143, sec. 146, AS 45.29.406(l) and (m), enacted by sec. 147, AS 45.29.408(g),
11      enacted by sec. 150, and secs. 151 - 188 of this Act modify the priorities established
12      before the effective date of this Act, the priorities of claims to controllable accounts,
13      controllable electronic records, or controllable payment intangibles established before
14      the effective date of this Act cease to apply on the date one year after the effective date
15      of this Act.
16 * Sec. 184. AS 45.50.541(a) is amended to read:
17(a) If a contract for sale or lease of consumer goods or services on credit entered
18      into between a retail seller and a retail buyer requires or involves the execution of a
19      promissory note or instrument or other evidence of indebtedness of the buyer, the note,
20      instrument, or evidence of indebtedness shall have printed on its face the words
21      "consumer paper," and the note, instrument, or evidence of indebtedness with the words
22      "consumer paper" printed on it is not a negotiable instrument, within the meaning of
23      AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND] AS 45.29, and AS 45.36 (Uniform
24      Commercial Code).
25 * Sec. 185. AS 45.63.030(a) is amended to read:
26(a)    Notwithstanding AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND]
27      AS 45.29, and AS 45.36 (Uniform Commercial Code), a telephone seller shall give the
28      buyer a refund, credit, or replacement, at the option of the buyer, if
29(1) the property or services purchased are defective, not as represented,
30      or not received as promised by the seller;
31(2) within seven days after receiving the purchased property, the buyer
                                              -85-  Enrolled SB 252
1returns the purchased property and makes a written request for the refund, credit, or
2replacement; or
3(3) within seven days after paying for the purchased services and before
4the services are provided, the buyer makes a written request for the refund or credit.
5   * Sec. 186. AS 45.63.030(c) is amended to read:
6(c)    Notwithstanding AS 45.01 - AS 45.08, AS 45.12, AS 45.14, [AND]
7AS 45.29, and AS 45.36 (Uniform Commercial Code), a purchase of property from a
8telephone seller becomes final seven days after receipt of the property, unless the buyer
9requests a refund, credit, or replacement under (a) of this section, or the telephone seller
10fails to obtain the contract required by AS 45.63.020.
11  * Sec. 187. AS 45.66.230(b) is amended to read:
12(b) To the extent of the conflict, the provisions of this chapter govern if a sale
13of or an offer to sell a business opportunity is regulated by this chapter and by AS 45.63
14(solicitations by telephonic means), by AS 45.01 - AS 45.08, AS 45.12, AS 45.14,
15[AND] AS 45.29, and AS 45.36 (Uniform Commercial Code), or by another law, and
16it is not possible to comply with or to apply both this chapter and the other law.
17  * Sec. 188. AS 45.03.401(b); AS 45.07.112(a)(10); AS 45.29.102(a)(8), 45.29.102(a)(38),
18 45.29.102(a)(98), and 45.29.102(a)(102) are repealed.
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