Texas 2023 - 88th Regular

Texas Senate Bill SB2075 Compare Versions

Version 1 (Old)

Version 2 (New)

Old	New	Differences
1	1	88R6131 SRA-F
2	2	By: Paxton, Parker S.B. No. 2075
3	3
4	4
5	5	A BILL TO BE ENTITLED
6	6	AN ACT
7	7	relating to amendments to the Uniform Commercial Code, including
8	8	amendments concerning certain intangible assets and the perfection
9	9	of security interests in those assets.
10	10	BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
11	11	ARTICLE 1. GENERAL PROVISIONS
12	12	SECTION 1.01. Section 1.201(b), Business & Commerce Code,
13	13	is amended by amending Subdivisions (10), (15), (21), (24), (27),
14	14	(33), (36), and (37) and adding Subdivision (16-a) to read as
15	15	follows:
16	16	(10) "Conspicuous," with reference to a term, means so
17	17	written, displayed, or presented that, based on the totality of the
18	18	circumstances, a reasonable person against which it is to operate
19	19	ought to have noticed it. Whether a term is "conspicuous" or not is
20	20	a decision for the court. [Conspicuous terms include the
21	21	following:
22	22	[(A) a heading in capitals equal to or greater in
23	23	size than the surrounding text, or in contrasting type, font, or
24	24	color to the surrounding text of the same or lesser size; and
25	25	[(B) language in the body of a record or display
26	26	in larger type than the surrounding text, or in contrasting type,
27	27	font, or color to the surrounding text of the same size, or set off
28	28	from surrounding text of the same size by symbols or other marks
29	29	that call attention to the language.]
30	30	(15) "Delivery," with respect to an electronic
31	31	document of title, means voluntary transfer of control, and with
32	32	respect to an instrument, a tangible document of title, or an
33	33	authoritative tangible copy of a record evidencing chattel paper,
34	34	means voluntary transfer of possession.
35	35	(16-a) "Electronic" means relating to technology
36	36	having electrical, digital, magnetic, wireless, optical,
37	37	electromagnetic, or similar capabilities.
38	38	(21) "Holder" means:
39	39	(A) the person in possession of a negotiable
40	40	instrument that is payable either to bearer or to an identified
41	41	person that is the person in possession;
42	42	(B) the person in possession of a negotiable
43	43	tangible document of title if the goods are deliverable either to
44	44	bearer or to the order of the person in possession; or
45	45	(C) a person in control, other than pursuant to
46	46	Section 7.106(g), of a negotiable electronic document of title.
47	47	(24) "Money" means a medium of exchange that is
48	48	currently authorized or adopted by a domestic or foreign
49	49	government. The term includes a monetary unit of account
50	50	established by an intergovernmental organization, or pursuant to an
51	51	[by] agreement between two or more countries. The term does not
52	52	include an electronic record that is a medium of exchange recorded
53	53	and transferable in a system that existed and operated for the
54	54	medium of exchange before the medium of exchange was authorized or
55	55	adopted by the government.
56	56	(27) "Person" means an individual, corporation,
57	57	business trust, estate, trust, partnership, limited liability
58	58	company, association, joint venture, government, governmental
59	59	subdivision, agency, or instrumentality, or [public corporation,]
60	60	any other legal or commercial entity[, or a protected series or
61	61	registered series of a for-profit entity]. The term includes a
62	62	protected series or registered series, however denominated, of an
63	63	entity if the protected series or registered series is established
64	64	under law other than this title that limits, or limits if conditions
65	65	specified under the law are satisfied, the ability of a creditor of
66	66	the entity or of any other protected series or registered series of
67	67	the entity to satisfy a claim from assets of the protected series or
68	68	registered series.
69	69	(33) "Representative" means a person empowered to act
70	70	for another, including an agent, an officer of an organization [a
71	71	corporation or association], and a trustee, executor, or
72	72	administrator of an estate.
73	73	(36) "Send," in connection with a [writing,] record[,]
74	74	or notification, [notice] means:
75	75	(A) to deposit in the mail, [or] deliver for
76	76	transmission, or transmit by any other usual means of
77	77	communication, with postage or cost of transmission provided for,
78	78	[and properly] addressed [and, in the case of an instrument, to an
79	79	address specified thereon or otherwise agreed, or if there be none]
80	80	to any address reasonable under the circumstances; or
81	81	(B) to [in any other way] cause the record or
82	82	notification to be received [any record or notice] within the time
83	83	[at which] it would have been received [arrived] if properly sent
84	84	under Paragraph (A).
85	85	(37) "Sign" means, with present intent to authenticate
86	86	or adopt a record:
87	87	(A) execute or adopt a tangible symbol; or
88	88	(B) attach to or logically associate with the
89	89	record an electronic symbol, sound, or process.
90	90	"Signed," "signing," and "signature" have corresponding meanings
91	91	[includes using any symbol executed or adopted with present
92	92	intention to adopt or accept a writing].
93	93	SECTION 1.02. Section 1.204, Business & Commerce Code, is
94	94	amended to read as follows:
95	95	Sec. 1.204. VALUE. Except as otherwise provided in
96	96	Chapters 3, 4, [and] 5, and 12A, a person gives value for rights if
97	97	the person acquires them:
98	98	(1) in return for a binding commitment to extend
99	99	credit or for the extension of immediately available credit,
100	100	whether or not drawn upon and whether or not a charge-back is
101	101	provided for in the event of difficulties in collection;
102	102	(2) as security for, or in total or partial
103	103	satisfaction of, a preexisting claim;
104	104	(3) by accepting delivery under a preexisting contract
105	105	for purchase; or
106	106	(4) in return for any consideration sufficient to
107	107	support a simple contract.
108	108	SECTION 1.03. Section 1.301(b), Business & Commerce Code,
109	109	is amended to read as follows:
110	110	(b) Where one of the following provisions of this title
111	111	specifies the applicable law, that provision governs and a contrary
112	112	agreement is effective only to the extent permitted by the law
113	113	(including the conflict of laws rules) so specified:
114	114	Rights of creditors against sold goods. Section 2.402.
115	115	Applicability of the chapter on Leases. Sections 2A.105 and
116	116	2A.106.
117	117	Applicability of the chapter on Bank Deposits and
118	118	Collections. Section 4.102.
119	119	Governing law in the chapter on Funds Transfers. Section
120	120	4A.507.
121	121	Letters of Credit. Section 5.116.
122	122	Applicability of the chapter on Investment Securities.
123	123	Section 8.110.
124	124	Law governing perfection, the effect of perfection or
125	125	nonperfection, and the priority of security interests and
126	126	agricultural liens. Sections 9.301-9.307.
127	127	Controllable electronic record. Section 12A.107.
128	128	SECTION 1.04. Section 1.306, Business & Commerce Code, is
129	129	amended to read as follows:
130	130	Sec. 1.306. WAIVER OF RENUNCIATION OF CLAIM OR RIGHT AFTER
131	131	BREACH. A claim or right arising out of an alleged breach may be
132	132	discharged in whole or in part without consideration by agreement
133	133	of the aggrieved party in a signed [an authenticated] record.
134	134	ARTICLE 2. SALES
135	135	SECTION 2.01. Section 2.102, Business & Commerce Code, is
136	136	amended to read as follows:
137	137	Sec. 2.102. SCOPE; CERTAIN SECURITY AND OTHER TRANSACTIONS
138	138	EXCLUDED FROM THIS CHAPTER. (a) Unless the context otherwise
139	139	requires, and except as provided in Subsection (c), this chapter
140	140	applies to transactions in goods and, in the case of a hybrid
141	141	transaction, it applies to the extent provided in Subsection (b).
142	142	(b) In a hybrid transaction:
143	143	(1) if the sale-of-goods aspects do not predominate,
144	144	only the provisions of this chapter which relate primarily to the
145	145	sale-of-goods aspects of the transaction apply, and the provisions
146	146	that relate primarily to the transaction as a whole do not apply; or
147	147	(2) if the sale-of-goods aspects predominate, this
148	148	chapter applies to the transaction but does not preclude
149	149	application in appropriate circumstances of other law to aspects of
150	150	the transaction which do not relate to the sale of goods.
151	151	(c) This chapter [; it] does not:
152	152	(1) apply to a [any] transaction that, even though
153	153	[which although] in the form of an unconditional contract to sell or
154	154	present sale, operates only to create a security interest; or
155	155	(2) [is intended to operate only as a security
156	156	transaction nor does this chapter] impair or repeal any statute
157	157	regulating sales to consumers, farmers, or other specified classes
158	158	of buyers.
159	159	SECTION 2.02. The heading to Section 2.106, Business &
160	160	Commerce Code, is amended to read as follows:
161	161	Sec. 2.106. DEFINITIONS: "CONTRACT"; "AGREEMENT";
162	162	"CONTRACT FOR SALE"; "SALE"; "PRESENT SALE"; "CONFORMING" TO
163	163	CONTRACT; "TERMINATION"; "CANCELLATION"; "HYBRID TRANSACTION".
164	164	SECTION 2.03. Section 2.106, Business & Commerce Code, is
165	165	amended by adding Subsection (e) to read as follows:
166	166	(e) "Hybrid transaction" means a single transaction
167	167	involving a sale of goods and:
168	168	(1) the provision of services;
169	169	(2) a lease of other goods; or
170	170	(3) a sale, lease, or license of property other than
171	171	goods.
172	172	SECTION 2.04. Sections 2.201(a) and (b), Business &
173	173	Commerce Code, are amended to read as follows:
174	174	(a) Except as otherwise provided in this section a contract
175	175	for the sale of goods for the price of $500 or more is not
176	176	enforceable by way of action or defense unless there is a record
177	177	[some writing] sufficient to indicate that a contract for sale has
178	178	been made between the parties and signed by the party against whom
179	179	enforcement is sought or by the party's [his] authorized agent or
180	180	broker. A record [writing] is not insufficient because it omits or
181	181	incorrectly states a term agreed upon but the contract is not
182	182	enforceable under this subsection [paragraph] beyond the quantity
183	183	of goods shown in the record [such writing].
184	184	(b) Between merchants if within a reasonable time a record
185	185	[writing] in confirmation of the contract and sufficient against
186	186	the sender is received and the party receiving it has reason to know
187	187	its contents, it satisfies the requirements of Subsection (a)
188	188	against the [such] party unless [written] notice in a record of
189	189	objection to its contents is given within ten days after it is
190	190	received.
191	191	SECTION 2.05. Section 2.202, Business & Commerce Code, is
192	192	amended to read as follows:
193	193	Sec. 2.202. FINAL [WRITTEN] EXPRESSION: PAROL OR EXTRINSIC
194	194	EVIDENCE. Terms with respect to which the confirmatory memoranda
195	195	of the parties agree or which are otherwise set forth in a record
196	196	[writing] intended by the parties as a final expression of their
197	197	agreement with respect to such terms as are included therein may not
198	198	be contradicted by evidence of any prior agreement or of a
199	199	contemporaneous oral agreement but may be explained or
200	200	supplemented:
201	201	(1) by course of performance, course of dealing, or
202	202	usage of trade (Section 1.303); and
203	203	(2) by evidence of consistent additional terms unless
204	204	the court finds the record [writing] to have been intended also as a
205	205	complete and exclusive statement of the terms of the agreement.
206	206	SECTION 2.06. Section 2.203, Business & Commerce Code, is
207	207	amended to read as follows:
208	208	Sec. 2.203. SEALS INOPERATIVE. The affixing of a seal to a
209	209	record [writing] evidencing a contract for sale or an offer to buy
210	210	or sell goods does not constitute the record [writing] a sealed
211	211	instrument and the law with respect to sealed instruments does not
212	212	apply to such a contract or offer.
213	213	SECTION 2.07. Section 2.205, Business & Commerce Code, is
214	214	amended to read as follows:
215	215	Sec. 2.205. FIRM OFFERS. An offer by a merchant to buy or
216	216	sell goods in a signed record [writing] which by its terms gives
217	217	assurance that it will be held open is not revocable, for lack of
218	218	consideration, during the time stated or if no time is stated for a
219	219	reasonable time, but in no event may such period of irrevocability
220	220	exceed three months; but any such term of assurance on a form
221	221	supplied by the offeree must be separately signed by the offeror.
222	222	SECTION 2.08. Section 2.209(b), Business & Commerce Code,
223	223	is amended to read as follows:
224	224	(b) A signed agreement which excludes modification or
225	225	rescission except by a signed writing or other signed record cannot
226	226	be otherwise modified or rescinded, but except as between merchants
227	227	such a requirement on a form supplied by the merchant must be
228	228	separately signed by the other party.
229	229	ARTICLE 3. LEASES
230	230	SECTION 3.01. Section 2A.102, Business & Commerce Code, is
231	231	amended to read as follows:
232	232	Sec. 2A.102. SCOPE. (a) This chapter applies to any
233	233	transaction, regardless of form, that creates a lease of goods and,
234	234	in the case of a hybrid lease, it applies to the extent provided in
235	235	Subsection (b). This chapter does not apply to a transaction that
236	236	creates an interest in or lease of real estate, except to the extent
237	237	that provision is made for leases of fixtures by Section 2A.309.
238	238	(b) In a hybrid lease:
239	239	(1) if the lease-of-goods aspects do not predominate:
240	240	(A) only the provisions of this chapter which
241	241	relate primarily to the lease-of-goods aspects of the transaction
242	242	apply, and the provisions that relate primarily to the transaction
243	243	as a whole do not apply;
244	244	(B) Section 2A.209 applies if the lease is a
245	245	finance lease; and
246	246	(C) Section 2A.407 applies to the promises of the
247	247	lessee in a finance lease to the extent the promises are
248	248	consideration for the right to possession and use of the leased
249	249	goods; and
250	250	(2) if the lease-of-goods aspects predominate, this
251	251	chapter applies to the transaction, but does not preclude
252	252	application in appropriate circumstances of other law to aspects of
253	253	the lease which do not relate to the lease of goods.
254	254	SECTION 3.02. Section 2A.103(a), Business & Commerce Code,
255	255	is amended by adding Subdivision (8-a) to read as follows:
256	256	(8-a) "Hybrid lease" means a single transaction
257	257	involving a lease of goods and:
258	258	(A) the provision of services;
259	259	(B) the sale of other goods; or
260	260	(C) subject to the second sentence of Section
261	261	2A.102(a), a sale, lease, or license of property other than goods.
262	262	SECTION 3.03. Section 2A.107, Business & Commerce Code, is
263	263	amended to read as follows:
264	264	Sec. 2A.107. WAIVER OR RENUNCIATION OF CLAIM OR RIGHT AFTER
265	265	DEFAULT. A claim or right arising out of an alleged default or
266	266	breach of warranty may be discharged in whole or in part without
267	267	consideration by a [written] waiver or renunciation in a signed
268	268	record [and] delivered by the aggrieved party.
269	269	SECTION 3.04. Sections 2A.201(a), (c), and (e), Business &
270	270	Commerce Code, are amended to read as follows:
271	271	(a) A lease contract is not enforceable by way of action or
272	272	defense unless:
273	273	(1) the total payments to be made under the lease
274	274	contract, excluding payments for options to renew or buy, are less
275	275	than $1,000; or
276	276	(2) there is a record [writing], signed by the party
277	277	against whom enforcement is sought or by that party's authorized
278	278	agent, sufficient to indicate that a lease contract has been made
279	279	between the parties and to describe the goods leased and the lease
280	280	term.
281	281	(c) A record [writing] is not insufficient because it omits
282	282	or incorrectly states a term agreed upon, but the lease contract is
283	283	not enforceable under Subsection (a)(2) beyond the lease term and
284	284	the quantity of goods shown in the record [writing].
285	285	(e) The lease term under a lease contract referred to in
286	286	Subsection (d) is:
287	287	(1) if there is a record [writing] signed by the party
288	288	against whom enforcement is sought or by that party's authorized
289	289	agent specifying the lease term, the term so specified;
290	290	(2) if the party against whom enforcement is sought
291	291	admits in that party's pleading, testimony, or otherwise in court a
292	292	lease term, the term so admitted; or
293	293	(3) a reasonable lease term.
294	294	SECTION 3.05. Section 2A.202, Business & Commerce Code, is
295	295	amended to read as follows:
296	296	Sec. 2A.202. FINAL [WRITTEN] EXPRESSION; PAROL OR
297	297	EXTRINSIC EVIDENCE. Terms with respect to which the confirmatory
298	298	memoranda of the parties agree or which are otherwise set forth in a
299	299	record [writing] intended by the parties as a final expression of
300	300	their agreement with respect to such terms as are included therein
301	301	may not be contradicted by evidence of a prior agreement or of a
302	302	contemporaneous oral agreement but may be explained or
303	303	supplemented:
304	304	(1) by course of dealing or usage of trade or by course
305	305	of performance; and
306	306	(2) by evidence of consistent additional terms unless
307	307	the court finds the record [writing] to have been intended also as a
308	308	complete and exclusive statement of the terms of the agreement.
309	309	SECTION 3.06. Section 2A.203, Business & Commerce Code, is
310	310	amended to read as follows:
311	311	Sec. 2A.203. SEALS INOPERATIVE. The affixing of a seal to a
312	312	record [writing] evidencing a lease contract or an offer to enter
313	313	into a lease contract does not render the record [writing] a sealed
314	314	instrument and the law with respect to sealed instruments does not
315	315	apply to the lease contract or offer.
316	316	SECTION 3.07. Section 2A.205, Business & Commerce Code, is
317	317	amended to read as follows:
318	318	Sec. 2A.205. FIRM OFFERS. An offer by a merchant to lease
319	319	goods to or from another person in a signed record [writing] that by
320	320	its terms gives assurance it will be held open is not revocable, for
321	321	lack of consideration, during the time stated or, if no time is
322	322	stated, for a reasonable time, but in no event may the period of
323	323	irrevocability exceed three months. Any such term of assurance on a
324	324	form supplied by the offeree must be separately signed by the
325	325	offeror.
326	326	SECTION 3.08. The heading of Section 2A.208, Business &
327	327	Commerce Code, is amended to read as follows:
328	328	Sec. 2A.208. MODIFICATION, RESCISSION, AND WAIVER.
329	329	SECTION 3.09. Section 2A.208(b), Business & Commerce Code,
330	330	is amended to read as follows:
331	331	(b) A signed lease agreement that excludes modification or
332	332	rescission except by a signed record [writing] may not be otherwise
333	333	modified or rescinded, but, except as between merchants, such a
334	334	requirement on a form supplied by a merchant must be separately
335	335	signed by the other party.
336	336	ARTICLE 4. NEGOTIABLE INSTRUMENTS
337	337	SECTION 4.01. Section 3.104(a), Business & Commerce Code,
338	338	is amended to read as follows:
339	339	(a) Except as provided in Subsections (c) and (d),
340	340	"negotiable instrument" means an unconditional promise or order to
341	341	pay a fixed amount of money, with or without interest or other
342	342	charges described in the promise or order, if it:
343	343	(1) is payable to bearer or to order at the time it is
344	344	issued or first comes into possession of a holder;
345	345	(2) is payable on demand or at a definite time; and
346	346	(3) does not state any other undertaking or
347	347	instruction by the person promising or ordering payment to do any
348	348	act in addition to the payment of money, but the promise or order
349	349	may contain:
350	350	(A) an undertaking or power to give, maintain, or
351	351	protect collateral to secure payment;
352	352	(B) an authorization or power to the holder to
353	353	confess judgment or realize on or dispose of collateral; [or]
354	354	(C) a waiver of the benefit of any law intended
355	355	for the advantage or protection of an obligor;
356	356	(D) a term that specifies the law that governs
357	357	the promise or order; or
358	358	(E) an undertaking to resolve in a specified
359	359	forum a dispute concerning the promise or order.
360	360	SECTION 4.02. Section 3.105(a), Business & Commerce Code,
361	361	is amended to read as follows:
362	362	(a) "Issue" means:
363	363	(1) the first delivery of an instrument by the maker or
364	364	drawer, whether to a holder or nonholder, for the purpose of giving
365	365	rights on the instrument to any person; or
366	366	(2) if agreed by the payee, the first transmission by
367	367	the drawer to the payee of an image of an item and information
368	368	derived from the item that enables the depositary bank to collect
369	369	the item by transferring or presenting under federal law an
370	370	electronic check.
371	371	SECTION 4.03. Section 3.401, Business & Commerce Code, is
372	372	amended to read as follows:
373	373	Sec. 3.401. SIGNATURE NECESSARY FOR LIABILITY ON
374	374	INSTRUMENT. [(a)] A person is not liable on an instrument unless
375	375	the person:
376	376	(1) signed the instrument; or
377	377	(2) is represented by an agent or representative who
378	378	signed the instrument and the signature is binding on the
379	379	represented person under Section 3.402.
380	380	[(b) A signature may be made (i) manually or by means of a
381	381	device or machine, and (ii) by the use of any name, including a
382	382	trade or assumed name, or by a word, mark, or symbol executed or
383	383	adopted by a person with present intention to authenticate a
384	384	writing.]
385	385	SECTION 4.04. Section 3.604, Business & Commerce Code, is
386	386	amended to read as follows:
387	387	Sec. 3.604. DISCHARGE BY CANCELLATION OR RENUNCIATION. (a)
388	388	A person entitled to enforce an instrument, with or without
389	389	consideration, may discharge the obligation of a party to pay the
390	390	instrument:
391	391	(1) by an intentional voluntary act, such as surrender
392	392	of the instrument to the party, destruction, mutilation, or
393	393	cancellation of the instrument, cancellation or striking out of the
394	394	party's signature, or the addition of words to the instrument
395	395	indicating discharge; or
396	396	(2) by agreeing not to sue or otherwise renouncing
397	397	rights against the party by a signed record.
398	398	(b) The obligation of a party to pay a check is not
399	399	discharged solely by destruction of the check in connection with a
400	400	process in which information is extracted from the check and an
401	401	image of the check is made and, subsequently, the information and
402	402	image are transmitted for payment.
403	403	(c) Cancellation or striking out of an indorsement pursuant
404	404	to Subsection (a) does not affect the status and rights of a party
405	405	derived from the indorsement.
406	406	[(c) In this section, "signed," with respect to a record
407	407	that is not a writing, includes the attachment to or logical
408	408	association with the record of an electronic symbol, sound, or
409	409	process with the present intent to adopt or accept the record.]
410	410	ARTICLE 5. FUNDS TRANSFERS
411	411	SECTION 5.01. Section 4A.103(a)(1), Business & Commerce
412	412	Code, is amended to read as follows:
413	413	(1) "Payment order" means an instruction of a sender
414	414	to a receiving bank, transmitted orally or in a record,
415	415	[electronically, or in writing,] to pay, or to cause another bank to
416	416	pay, a fixed or determinable amount of money to a beneficiary if:
417	417	(A) the instruction does not state a condition of
418	418	payment to the beneficiary other than the time of payment;
419	419	(B) the receiving bank is to be reimbursed by
420	420	debiting an account of, or otherwise receiving payment from, the
421	421	sender; and
422	422	(C) the instruction is transmitted by the sender
423	423	directly to the receiving bank or to an agent, funds transfer
424	424	system, or communication system for transmittal to the receiving
425	425	bank.
426	426	SECTION 5.02. Section 4A.201, Business & Commerce Code, is
427	427	amended to read as follows:
428	428	Sec. 4A.201. SECURITY PROCEDURE. "Security procedure"
429	429	means a procedure established by an agreement between a customer
430	430	and a receiving bank for the purpose of (i) verifying that a payment
431	431	order or communication amending or cancelling a payment order is
432	432	that of the customer, or (ii) detecting error in the transmission or
433	433	the content of the payment order or communication. A security
434	434	procedure may impose an obligation on the receiving bank or the
435	435	customer and may require the use of algorithms or other codes,
436	436	identifying words, [or] numbers, symbols, sounds, biometrics,
437	437	encryption, callback procedures, or similar security devices.
438	438	Comparison of a signature on a payment order or communication with
439	439	an authorized specimen signature of the customer or requiring a
440	440	payment order to be sent from a known e-mail address, IP address, or
441	441	telephone number is not by itself a security procedure.
442	442	SECTION 5.03. Sections 4A.202(b) and (c), Business &
443	443	Commerce Code, are amended to read as follows:
444	444	(b) If a bank and its customer have agreed that the
445	445	authenticity of payment orders issued to the bank in the name of the
446	446	customer as sender will be verified pursuant to a security
447	447	procedure, a payment order received by the receiving bank is
448	448	effective as the order of the customer, whether or not authorized,
449	449	if (i) the security procedure is a commercially reasonable method
450	450	of providing security against unauthorized payment orders, and (ii)
451	451	the bank proves that it accepted the payment order in good faith and
452	452	in compliance with the bank's obligations under the security
453	453	procedure and any [written] agreement or instruction of the
454	454	customer, evidenced by a record, restricting acceptance of payment
455	455	orders issued in the name of the customer. The bank is not required
456	456	to follow an instruction that violates an [a written] agreement
457	457	with the customer evidenced by a record, or notice of which is not
458	458	received at a time and in a manner affording the bank a reasonable
459	459	opportunity to act on it before the payment order is accepted.
460	460	(c) Commercial reasonableness of a security procedure is a
461	461	question of law to be determined by considering the wishes of the
462	462	customer expressed to the bank, the circumstances of the customer
463	463	known to the bank, including the size, type, and frequency of
464	464	payment orders normally issued by the customer to the bank,
465	465	alternative security procedures offered to the customer, and
466	466	security procedures in general use by customers and receiving banks
467	467	similarly situated. A security procedure is deemed to be
468	468	commercially reasonable if:
469	469	(1) the security procedure was chosen by the customer
470	470	after the bank offered, and the customer refused, a security
471	471	procedure that was commercially reasonable for the customer; and
472	472	(2) the customer expressly agreed in a record
473	473	[writing] to be bound by any payment order, whether or not
474	474	authorized, issued in its name and accepted by the bank in
475	475	compliance with the bank's obligations under the security procedure
476	476	chosen by the customer.
477	477	SECTION 5.04. Section 4A.203(a), Business & Commerce Code,
478	478	is amended to read as follows:
479	479	(a) If an accepted payment order is not, under Section
480	480	4A.202(a), an authorized order of a customer identified as sender,
481	481	but is effective as an order of the customer pursuant to Section
482	482	4A.202(b), the following rules apply:
483	483	(1) By express [written] agreement evidenced by a
484	484	record, the receiving bank may limit the extent to which it is
485	485	entitled to enforce or retain payment of the payment order.
486	486	(2) The receiving bank is not entitled to enforce or
487	487	retain payment of the payment order if the customer proves that the
488	488	order was not caused, directly or indirectly, by a person:
489	489	(A) entrusted at any time with duties to act for
490	490	the customer with respect to payment orders or the security
491	491	procedure; or
492	492	(B) who obtained access to transmitting
493	493	facilities of the customer or who obtained, from a source
494	494	controlled by the customer and without authority of the receiving
495	495	bank, information facilitating breach of the security procedure,
496	496	regardless of how the information was obtained or whether the
497	497	customer was at fault. Information includes any access device,
498	498	computer software, or the like.
499	499	SECTION 5.05. Section 4A.207(c), Business & Commerce Code,
500	500	is amended to read as follows:
501	501	(c) If (i) a payment order described in Subsection (b) is
502	502	accepted, (ii) the originator's payment order described the
503	503	beneficiary inconsistently by name and number, and (iii) the
504	504	beneficiary's bank pays the person identified by number as
505	505	permitted by Subsection (b)(1), the following rules apply:
506	506	(1) If the originator is a bank, the originator is
507	507	obliged to pay its order.
508	508	(2) If the originator is not a bank and proves that the
509	509	person identified by number was not entitled to receive payment
510	510	from the originator, the originator is not obliged to pay its order
511	511	unless the originator's bank proves that the originator, before
512	512	acceptance of the originator's order, had notice that payment of a
513	513	payment order issued by the originator might be made by the
514	514	beneficiary's bank on the basis of an identifying or bank account
515	515	number even if it identifies a person different from the named
516	516	beneficiary. Proof of notice may be made by any admissible
517	517	evidence. The originator's bank satisfies the burden of proof if it
518	518	proves that the originator, before the payment order was accepted,
519	519	signed a record [writing] stating the information to which the
520	520	notice relates.
521	521	SECTION 5.06. Section 4A.208(b), Business & Commerce Code,
522	522	is amended to read as follows:
523	523	(b) This subsection applies to a payment order identifying
524	524	an intermediary bank or the beneficiary's bank both by name and an
525	525	identifying number if the name and number identify different
526	526	persons.
527	527	(1) If the sender is a bank, the receiving bank may
528	528	rely on the number as the proper identification of the intermediary
529	529	or beneficiary's bank if the receiving bank, when it executes the
530	530	sender's order, does not know that the name and number identify
531	531	different persons. The receiving bank need not determine whether
532	532	the name and number refer to the same person or whether the number
533	533	refers to a bank. The sender is obliged to compensate the receiving
534	534	bank for any loss and expenses incurred by the receiving bank as a
535	535	result of its reliance on the number in executing or attempting to
536	536	execute the order.
537	537	(2) If the sender is not a bank and the receiving bank
538	538	proves that the sender, before the payment order was accepted, had
539	539	notice that the receiving bank might rely on the number as the
540	540	proper identification of the intermediary or beneficiary's bank
541	541	even if it identifies a person different from the bank identified by
542	542	name, the rights and obligations of the sender and the receiving
543	543	bank are governed by Subsection (b)(1), as though the sender were a
544	544	bank. Proof of notice may be made by any admissible evidence. The
545	545	receiving bank satisfies the burden of proof if it proves that the
546	546	sender, before the payment order was accepted, signed a record
547	547	[writing] stating the information to which the notice relates.
548	548	(3) Regardless of whether the sender is a bank, the
549	549	receiving bank may rely on the name as the proper identification of
550	550	the intermediary or beneficiary's bank if the receiving bank, at
551	551	the time it executes the sender's order, does not know that the name
552	552	and number identify different persons. The receiving bank need not
553	553	determine whether the name and number refer to the same person.
554	554	(4) If the receiving bank knows that the name and
555	555	number identify different persons, reliance on either the name or
556	556	the number in executing the sender's payment order is a breach of
557	557	the obligation stated in Section 4A.302(a)(1).
558	558	SECTION 5.07. Section 4A.210(a), Business & Commerce Code,
559	559	is amended to read as follows:
560	560	(a) A payment order is rejected by the receiving bank by a
561	561	notice of rejection transmitted to the sender orally[,
562	562	electronically,] or in a record [writing]. A notice of rejection
563	563	need not use any particular words and is sufficient if it indicates
564	564	that the receiving bank is rejecting the order or will not execute
565	565	or pay the order. Rejection is effective when the notice is given
566	566	if transmission is by a means that is reasonable under the
567	567	circumstances. If notice of rejection is given by a means that is
568	568	not reasonable, rejection is effective when the notice is received.
569	569	If an agreement of the sender and receiving bank establishes the
570	570	means to be used to reject a payment order:
571	571	(1) any means complying with the agreement is
572	572	reasonable; and
573	573	(2) any means not complying is not reasonable unless
574	574	no significant delay in receipt of the notice resulted from the use
575	575	of the noncomplying means.
576	576	SECTION 5.08. Section 4A.211(a), Business & Commerce Code,
577	577	is amended to read as follows:
578	578	(a) A communication of the sender of a payment order
579	579	cancelling or amending the order may be transmitted to the
580	580	receiving bank orally[, electronically,] or in a record [writing].
581	581	If a security procedure is in effect between the sender and the
582	582	receiving bank, the communication is not effective to cancel or
583	583	amend the order unless the communication is verified pursuant to
584	584	the security procedure or the bank agrees to the cancellation or
585	585	amendment.
586	586	SECTION 5.09. Sections 4A.305(c) and (d), Business &
587	587	Commerce Code, are amended to read as follows:
588	588	(c) In addition to the amounts payable under Subsections (a)
589	589	and (b), damages, including consequential damages, are recoverable
590	590	to the extent provided in an express [written] agreement of the
591	591	receiving bank, evidenced by a record.
592	592	(d) If a receiving bank fails to execute a payment order it
593	593	was obliged by express agreement to execute, the receiving bank is
594	594	liable to the sender for its expenses in the transaction and for
595	595	incidental expenses and interest losses resulting from the failure
596	596	to execute. Additional damages, including consequential damages,
597	597	are recoverable to the extent provided in an express [written]
598	598	agreement of the receiving bank, evidenced by a record, but are not
599	599	otherwise recoverable.
600	600	ARTICLE 6. LETTERS OF CREDIT
601	601	SECTION 6.01. Section 5.104, Business & Commerce Code, is
602	602	amended to read as follows:
603	603	Sec. 5.104. FORMAL REQUIREMENTS. A letter of credit,
604	604	confirmation, advice, transfer, amendment, or cancellation may be
605	605	issued in any form that is a signed record [and is authenticated:
606	606	[(1) by a signature; or
607	607	[(2) in accordance with the agreement of the parties
608	608	or the standard practice referred to in Section 5.108(e)].
609	609	SECTION 6.02. Section 5.116, Business & Commerce Code, is
610	610	amended to read as follows:
611	611	Sec. 5.116. CHOICE OF LAW AND FORUM. (a) The liability of
612	612	an issuer, nominated person, or adviser for action or omission is
613	613	governed by the law of the jurisdiction chosen by an agreement in
614	614	the form of a record signed [or otherwise authenticated] by the
615	615	affected parties [in the manner provided in Section 5.104] or by a
616	616	provision in the person's letter of credit, confirmation, or other
617	617	undertaking. The jurisdiction whose law is chosen need not bear any
618	618	relation to the transaction.
619	619	(b) Unless Subsection (a) applies, the liability of an
620	620	issuer, nominated person, or adviser for action or omission is
621	621	governed by the law of the jurisdiction in which the person is
622	622	located. The person is considered to be located at the address
623	623	indicated in the person's undertaking. If more than one address is
624	624	indicated, the person is considered to be located at the address
625	625	from which the person's undertaking was issued.
626	626	(c) For the purpose of jurisdiction, choice of law, and
627	627	recognition of interbranch letters of credit, but not enforcement
628	628	of a judgment, all branches of a bank are considered separate
629	629	juridical entities, and a bank is considered to be located at the
630	630	place where its relevant branch is considered to be located under
631	631	Subsection (d) [this subsection].
632	632	(d) A branch of a bank is considered to be located at the
633	633	address indicated in the branch's undertaking. If more than one
634	634	address is indicated, the branch is considered to be located at the
635	635	address from which the undertaking was issued.
636	636	(e) [(c)] Except as otherwise provided in this subsection,
637	637	the liability of an issuer, nominated person, or adviser is
638	638	governed by any rules of custom or practice, such as the Uniform
639	639	Customs and Practice for Documentary Credits, to which the letter
640	640	of credit, confirmation, or other undertaking is expressly made
641	641	subject. If (i) this chapter would govern the liability of an
642	642	issuer, nominated person, or adviser under Subsection (a) or (b),
643	643	(ii) the relevant undertaking incorporates rules of custom or
644	644	practice, and (iii) there is conflict between this chapter and
645	645	those rules as applied to that undertaking, those rules govern
646	646	except to the extent of any conflict with the nonvariable
647	647	provisions specified in Section 5.103(c).
648	648	(f) [(d)] If there is conflict between this chapter and
649	649	Chapter 3, 4, 4A, or 9, this chapter governs.
650	650	(g) [(e)] The forum for settling disputes arising out of an
651	651	undertaking within this chapter may be chosen in the manner and with
652	652	the binding effect that governing law may be chosen in accordance
653	653	with Subsection (a).
654	654	ARTICLE 7. DOCUMENTS OF TITLE
655	655	SECTION 7.01. Section 7.106, Business & Commerce Code, is
656	656	amended by amending Subsection (b) and adding Subsections (c), (d),
657	657	(e), (f), (g), (h), and (i) to read as follows:
658	658	(b) A system satisfies Subsection (a), and a person has [is
659	659	deemed to have] control of an electronic document of title, if the
660	660	document is created, stored, and transferred [assigned] in [such] a
661	661	manner that:
662	662	(1) a single authoritative copy of the document exists
663	663	which is unique, identifiable, and, except as otherwise provided in
664	664	Subdivisions (4), (5), and (6), unalterable;
665	665	(2) the authoritative copy identifies the person
666	666	asserting control as:
667	667	(A) the person to which the document was issued;
668	668	or
669	669	(B) if the authoritative copy indicates that the
670	670	document has been transferred, the person to which the document was
671	671	most recently transferred;
672	672	(3) the authoritative copy is communicated to and
673	673	maintained by the person asserting control or its designated
674	674	custodian;
675	675	(4) copies or amendments that add or change an
676	676	identified transferee [assignee] of the authoritative copy can be
677	677	made only with the consent of the person asserting control;
678	678	(5) each copy of the authoritative copy and any copy of
679	679	a copy is readily identifiable as a copy that is not the
680	680	authoritative copy; and
681	681	(6) any amendment of the authoritative copy is readily
682	682	identifiable as authorized or unauthorized.
683	683	(c) A system satisfies Subsection (a), and a person has
684	684	control of an electronic document of title, if an authoritative
685	685	electronic copy of the document, a record attached to or logically
686	686	associated with the electronic copy, or a system in which the
687	687	electronic copy is recorded:
688	688	(1) enables the person readily to identify each
689	689	electronic copy as either an authoritative copy or a
690	690	nonauthoritative copy;
691	691	(2) enables the person readily to identify itself in
692	692	any way, including by name, identifying number, cryptographic key,
693	693	office, or account number, as the person to which each
694	694	authoritative electronic copy was issued or transferred; and
695	695	(3) gives the person exclusive power, subject to
696	696	Subsection (d), to:
697	697	(A) prevent others from adding or changing the
698	698	person to which each authoritative electronic copy has been issued
699	699	or transferred; and
700	700	(B) transfer control of each authoritative
701	701	electronic copy.
702	702	(d) Subject to Subsection (e), a power is exclusive under
703	703	Subsections (c)(3)(A) and (B), even if:
704	704	(1) the authoritative electronic copy, a record
705	705	attached to or logically associated with the authoritative
706	706	electronic copy, or a system in which the authoritative electronic
707	707	copy is recorded limits the use of the document of title or has a
708	708	protocol that is programmed to cause a change, including a transfer
709	709	or loss of control; or
710	710	(2) the power is shared with another person.
711	711	(e) A power of a person is not shared with another person
712	712	under Subsection (d)(2) and the person's power is not exclusive if:
713	713	(1) the person can exercise the power only if the power
714	714	also is exercised by the other person; and
715	715	(2) the other person:
716	716	(A) can exercise the power without exercise of
717	717	the power by the person; or
718	718	(B) is the transferor to the person of an
719	719	interest in the document of title.
720	720	(f) If a person has the powers specified in Subsections
721	721	(c)(3)(A) and (B), the powers are presumed to be exclusive.
722	722	(g) A person has control of an electronic document of title
723	723	if another person, other than the transferor to the person of an
724	724	interest in the document:
725	725	(1) has control of the document and acknowledges that
726	726	it has control on behalf of the person; or
727	727	(2) obtains control of the document after having
728	728	acknowledged that it will obtain control of the document on behalf
729	729	of the person.
730	730	(h) A person that has control under this section is not
731	731	required to acknowledge that it has control on behalf of another
732	732	person.
733	733	(i) If a person acknowledges that it has or will obtain
734	734	control on behalf of another person, unless the person otherwise
735	735	agrees or law other than this chapter or Chapter 9 otherwise
736	736	provides, the person does not owe any duty to the other person and
737	737	is not required to confirm the acknowledgment to any other person.
738	738	ARTICLE 8. INVESTMENT SECURITIES
739	739	SECTION 8.01. Section 8.102(a)(6), Business & Commerce
740	740	Code, is amended to read as follows:
741	741	(6) "Communicate" means to:
742	742	(A) send a signed record [writing]; or
743	743	(B) transmit information by any mechanism agreed
744	744	on by the persons transmitting and receiving the information.
745	745	SECTION 8.02. Section 8.102(b), Business & Commerce Code,
746	746	is amended to read as follows:
747	747	(b) The following [Other] definitions in [applying to] this
748	748	chapter and other chapters apply to this chapter [the sections in
749	749	which they appear are]:
750	750	Appropriate person Section 8.107 Appropriate person Section 8.107
751	751	Appropriate person Section 8.107
752	752	Control Section 8.106 Control Section 8.106
753	753	Control Section 8.106
754	754	Controllable account Section 9.102 Controllable account Section 9.102
755	755	Controllable account Section 9.102
756	756	Controllable electronic record Section 12A.102 Controllable electronic record Section 12A.102
757	757	Controllable electronic record Section 12A.102
758	758	Controllable payment intangible Section 9.102 Controllable payment intangible Section 9.102
759	759	Controllable payment intangible Section 9.102
760	760	Delivery Section 8.301 Delivery Section 8.301
761	761	Delivery Section 8.301
762	762	Investment company security Section 8.103 Investment company security Section 8.103
763	763	Investment company security Section 8.103
764	764	Issuer Section 8.201 Issuer Section 8.201
765	765	Issuer Section 8.201
766	766	Overissue Section 8.210 Overissue Section 8.210
767	767	Overissue Section 8.210
768	768	Protected purchaser Section 8.303 Protected purchaser Section 8.303
769	769	Protected purchaser Section 8.303
770	770	Securities account Section 8.501 Securities account Section 8.501
771	771	Securities account Section 8.501
772	772	SECTION 8.03. Section 8.103, Business & Commerce Code, is
773	773	amended by adding Subsection (h) to read as follows:
774	774	(h) A controllable account, controllable electronic record,
775	775	or controllable payment intangible is not a financial asset unless
776	776	Section 8.102(a)(9)(C) applies.
777	777	SECTION 8.04. Section 8.106, Business & Commerce Code, is
778	778	amended by amending Subsection (d) and adding Subsections (h) and
779	779	(i) to read as follows:
780	780	(d) A purchaser has control of a security entitlement if:
781	781	(1) the purchaser becomes the entitlement holder;
782	782	(2) the securities intermediary has agreed that it
783	783	will comply with entitlement orders originated by the purchaser
784	784	without further consent by the entitlement holder; or
785	785	(3) another person, other than the transferor to the
786	786	purchaser of an interest in the security entitlement:
787	787	(A) has control of the security entitlement and
788	788	[on behalf of the purchaser or, having previously acquired control
789	789	of the security entitlement,] acknowledges that it has control on
790	790	behalf of the purchaser; or
791	791	(B) obtains control of the security entitlement
792	792	after having acknowledged that it will obtain control of the
793	793	security entitlement on behalf of the purchaser.
794	794	(h) A person that has control under this section is not
795	795	required to acknowledge that it has control on behalf of a
796	796	purchaser.
797	797	(i) If a person acknowledges that it has or will obtain
798	798	control on behalf of a purchaser, unless the person otherwise
799	799	agrees or law other than this chapter or Chapter 9 otherwise
800	800	provides, the person does not owe any duty to the purchaser and is
801	801	not required to confirm the acknowledgment to any other person.
802	802	SECTION 8.05. Section 8.110, Business & Commerce Code, is
803	803	amended by adding Subsection (g) to read as follows:
804	804	(g) The local law of the issuer's jurisdiction or the
805	805	securities intermediary's jurisdiction governs a matter or
806	806	transaction specified in Subsection (a) or (b) even if the matter or
807	807	transaction does not bear any relation to the jurisdiction.
808	808	SECTION 8.06. Section 8.303(b), Business & Commerce Code,
809	809	is amended to read as follows:
810	810	(b) A [In addition to acquiring the rights of a purchaser,
811	811	a] protected purchaser [also] acquires its interest in the security
812	812	free of any adverse claim.
813	813	ARTICLE 9. SECURED TRANSACTIONS
814	814	SECTION 9.01. Section 9.102(a), Business & Commerce Code,
815	815	is amended by amending Subdivisions (2), (3), (4), (11), (42),
816	816	(47), (62), and (67) and adding Subdivisions (7-a), (7-b), (27-a),
817	817	(27-b), (31-a), (54-a), and (79-a) to read as follows:
818	818	(2) "Account," except as used in "account for,"
819	819	"account statement," "account to," the definition of "commodity
820	820	account" in Subdivision (14), "customer's account," the definition
821	821	of "deposit account" in Subdivision (29), "on account of," and
822	822	"statement of account," means a right to payment of a monetary
823	823	obligation, whether or not earned by performance, (i) for property
824	824	that has been or is to be sold, leased, licensed, assigned, or
825	825	otherwise disposed of, (ii) for services rendered or to be
826	826	rendered, (iii) for a policy of insurance issued or to be issued,
827	827	(iv) for a secondary obligation incurred or to be incurred, (v) for
828	828	energy provided or to be provided, (vi) for the use or hire of a
829	829	vessel under a charter or other contract, (vii) arising out of the
830	830	use of a credit or charge card or information contained on or for
831	831	use with the card, or (viii) as winnings in a lottery or other game
832	832	of chance operated or sponsored by a state, governmental unit of a
833	833	state, or person licensed or authorized to operate the game by a
834	834	state or governmental unit of a state. The term includes
835	835	controllable accounts and health-care-insurance receivables. The
836	836	term does not include (i) chattel paper [rights to payment
837	837	evidenced by chattel paper or an instrument], (ii) commercial tort
838	838	claims, (iii) deposit accounts, (iv) investment property, (v)
839	839	letter-of-credit rights or letters of credit, [or] (vi) rights to
840	840	payment for money or funds advanced or sold, other than rights
841	841	arising out of the use of a credit or charge card or information
842	842	contained on or for use with the card, or (vii) rights to payment
843	843	evidenced by an instrument.
844	844	(3) "Account debtor" means a person obligated on an
845	845	account, chattel paper, or general intangible. The term does not
846	846	include persons obligated to pay a negotiable instrument, even if
847	847	the negotiable instrument evidences [constitutes part of] chattel
848	848	paper.
849	849	(4) "Accounting," except as used in "accounting for,"
850	850	means a record:
851	851	(A) signed [authenticated] by a secured party;
852	852	(B) indicating the aggregate unpaid secured
853	853	obligations as of a date not more than 35 days earlier or 35 days
854	854	later than the date of the record; and
855	855	(C) identifying the components of the
856	856	obligations in reasonable detail.
857	857	(7-a) "Assignee," except as used in "assignee for
858	858	benefit of creditors," means a person (i) in whose favor a security
859	859	interest that secures an obligation is created or provided for
860	860	under a security agreement, whether or not the obligation is
861	861	outstanding or (ii) to which an account, chattel paper, payment
862	862	intangible, or promissory note has been sold. The term includes a
863	863	person to which a security interest has been transferred by a
864	864	secured party.
865	865	(7-b) "Assignor" means a person that (i) under a
866	866	security agreement creates or provides for a security interest that
867	867	secures an obligation or (ii) sells an account, chattel paper,
868	868	payment intangible, or promissory note. The term includes a
869	869	secured party that has transferred a security interest to another
870	870	person.
871	871	(11) "Chattel paper" means:
872	872	(A) a right to payment of a monetary obligation
873	873	secured by specific goods, if the right to payment and security
874	874	agreement are evidenced by a record; or
875	875	(B) a right to payment of a monetary obligation
876	876	owed by a lessee under a lease agreement with respect to specific
877	877	goods and a monetary obligation owed by the lessee in connection
878	878	with the transaction giving rise to the lease, if:
879	879	(i) the right to payment and lease
880	880	agreement are evidenced by a record; and
881	881	(ii) the predominant purpose of the
882	882	transaction giving rise to the lease was to give the lessee the
883	883	right to possession and use of the goods. The term does not include
884	884	a right to payment arising out of a charter or other contract
885	885	involving the use or hire of a vessel or a right to payment arising
886	886	out of the use of a credit or charge card or information contained
887	887	on or for use with the card [a record or records that evidence both a
888	888	monetary obligation and a security interest in specific goods, a
889	889	security interest in specific goods and software used in the goods,
890	890	a security interest in specific goods and license of software used
891	891	in the goods, a lease of specific goods, or a lease of specific
892	892	goods and license of software used in the goods. In this
893	893	subdivision, "monetary obligation" means a monetary obligation
894	894	secured by the goods or owed under a lease of the goods and includes
895	895	a monetary obligation with respect to software used in the goods.
896	896	The term does not include (i) charters or other contracts involving
897	897	the use or hire of a vessel or (ii) records that evidence a right to
898	898	payment arising out of the use of a credit or charge card or
899	899	information contained on or for use with the card. If a transaction
900	900	is evidenced by records that include an instrument or series of
901	901	instruments, the group of records taken together constitutes
902	902	chattel paper].
903	903	(27-a) "Controllable account" means an account
904	904	evidenced by a controllable electronic record that provides that
905	905	the account debtor undertakes to pay the person that has control
906	906	under Section 12A.105 of the controllable electronic record.
907	907	(27-b) "Controllable payment intangible" means a
908	908	payment intangible evidenced by a controllable electronic record
909	909	that provides that the account debtor undertakes to pay the person
910	910	that has control under Section 12A.105 of the controllable
911	911	electronic record.
912	912	(31-a) "Electronic money" means money in an electronic
913	913	form.
914	914	(42) "General intangible" means any personal
915	915	property, including things in action, other than accounts, chattel
916	916	paper, commercial tort claims, deposit accounts, documents, goods,
917	917	instruments, investment property, letter-of-credit rights, letters
918	918	of credit, money, and oil, gas, or other minerals before
919	919	extraction. The term includes controllable electronic records,
920	920	payment intangibles, and software.
921	921	(47) "Instrument" means a negotiable instrument or any
922	922	other writing that evidences a right to the payment of a monetary
923	923	obligation, is not itself a security agreement or lease, and is of a
924	924	type that in ordinary course of business is transferred by delivery
925	925	with any necessary indorsement or assignment. The term does not
926	926	include (i) investment property, (ii) letters of credit, (iii)
927	927	writings that evidence a right to payment arising out of the use of
928	928	a credit or charge card or information contained on or for use with
929	929	the card, [or] (iv) nonnegotiable certificates of deposit, or (v)
930	930	writings that evidence chattel paper.
931	931	(54-a) "Money" has the meaning in Section
932	932	1.201(b)(24), but does not include (i) a deposit account or (ii)
933	933	money in an electronic form that cannot be subjected to control
934	934	under Section 9.1051.
935	935	(62) "Payment intangible" means a general intangible
936	936	under which the account debtor's principal obligation is a monetary
937	937	obligation. The term includes a controllable payment intangible.
938	938	(67) "Proposal" means a record signed [authenticated]
939	939	by a secured party that includes the terms on which the secured
940	940	party is willing to accept collateral in full or partial
941	941	satisfaction of the obligation it secures pursuant to Sections
942	942	9.620, 9.621, and 9.622.
943	943	(79-a) "Tangible money" means money in a tangible
944	944	form.
945	945	SECTION 9.02. Section 9.102(b), Business & Commerce Code,
946	946	is amended to read as follows:
947	947	(b) "Control" as provided in Section 7.106 and the [The]
948	948	following definitions in other chapters apply to this chapter:
949	949	"Applicant" Section 5.102. "Applicant" Section 5.102.
950	950	"Applicant" Section 5.102.
951	951	"Beneficiary" Section 5.102. "Beneficiary" Section 5.102.
952	952	"Beneficiary" Section 5.102.
953	953	"Broker" Section 8.102. "Broker" Section 8.102.
954	954	"Broker" Section 8.102.
955	955	"Certificated security" Section 8.102. "Certificated security" Section 8.102.
956	956	"Certificated security" Section 8.102.
957	957	"Check" Section 3.104. "Check" Section 3.104.
958	958	"Check" Section 3.104.
959	959	"Clearing corporation" Section 8.102. "Clearing corporation" Section 8.102.
960	960	"Clearing corporation" Section 8.102.
961	961	"Contract for sale" Section 2.106. "Contract for sale" Section 2.106.
962	962	"Contract for sale" Section 2.106.
963	963	["Control" (with respect to a ] [Section 7.106.] ["Control" (with respect to a ] [Section 7.106.]
964	964	["Control" (with respect to a ] [Section 7.106.]
965	965	[] [Section 7.106.] [] [Section 7.106.]
966	966	[] [Section 7.106.]
967	967	"Controllable electronic record" Section 12A.102. "Controllable electronic record" Section 12A.102.
968	968	"Controllable electronic record" Section 12A.102.
969	969	"Customer" Section 4.104. "Customer" Section 4.104.
970	970	"Customer" Section 4.104.
971	971	"Entitlement holder" Section 8.102. "Entitlement holder" Section 8.102.
972	972	"Entitlement holder" Section 8.102.
973	973	"Financial asset" Section 8.102. "Financial asset" Section 8.102.
974	974	"Financial asset" Section 8.102.
975	975	"Holder in due course" Section 3.302. "Holder in due course" Section 3.302.
976	976	"Holder in due course" Section 3.302.
977	977	"Issuer" (with respect to a letter of credit "Issuer" (with respect to a letter of credit
978	978	"Issuer" (with respect to a letter of credit
979	979	"Issuer" (with respect to a letter of credit "Issuer" (with respect to a letter of credit
980	980	"Issuer" (with respect to a letter of credit
981	981	or letter-of-credit right) Section 5.102. or letter-of-credit right) Section 5.102.
982	982	or letter-of-credit right) Section 5.102.
983	983	"Issuer" (with respect to a security) Section 8.201. "Issuer" (with respect to a security) Section 8.201.
984	984	"Issuer" (with respect to a security) Section 8.201.
985	985	"Issuer" (with respect to a security) Section 8.201. "Issuer" (with respect to a security) Section 8.201.
986	986	"Issuer" (with respect to a security) Section 8.201.
987	987	"Lease" Section 2A.103. "Lease" Section 2A.103.
988	988	"Lease" Section 2A.103.
989	989	"Lease agreement" Section 2A.103. "Lease agreement" Section 2A.103.
990	990	"Lease agreement" Section 2A.103.
991	991	"Lease contract" Section 2A.103. "Lease contract" Section 2A.103.
992	992	"Lease contract" Section 2A.103.
993	993	"Leasehold interest" Section 2A.103. "Leasehold interest" Section 2A.103.
994	994	"Leasehold interest" Section 2A.103.
995	995	"Lessee" Section 2A.103. "Lessee" Section 2A.103.
996	996	"Lessee" Section 2A.103.
997	997	"Lessee in ordinary course of business" Section 2A.103. "Lessee in ordinary course of business" Section 2A.103.
998	998	"Lessee in ordinary course of business" Section 2A.103.
999	999	"Lessee in ordinary course of business" Section 2A.103. "Lessee in ordinary course of business" Section 2A.103.
1000	1000	"Lessee in ordinary course of business" Section 2A.103.
1001	1001	"Lessor" Section 2A.103. "Lessor" Section 2A.103.
1002	1002	"Lessor" Section 2A.103.
1003	1003	"Lessor's residual interest" Section 2A.103. "Lessor's residual interest" Section 2A.103.
1004	1004	"Lessor's residual interest" Section 2A.103.
1005	1005	"Letter of credit" Section 5.102. "Letter of credit" Section 5.102.
1006	1006	"Letter of credit" Section 5.102.
1007	1007	"Merchant" Section 2.104. "Merchant" Section 2.104.
1008	1008	"Merchant" Section 2.104.
1009	1009	"Negotiable instrument" Section 3.104. "Negotiable instrument" Section 3.104.
1010	1010	"Negotiable instrument" Section 3.104.
1011	1011	"Nominated person" Section 5.102. "Nominated person" Section 5.102.
1012	1012	"Nominated person" Section 5.102.
1013	1013	"Note" Section 3.104. "Note" Section 3.104.
1014	1014	"Note" Section 3.104.
1015	1015	"Proceeds of a letter of credit" Section 5.114. "Proceeds of a letter of credit" Section 5.114.
1016	1016	"Proceeds of a letter of credit" Section 5.114.
1017	1017	"Protected purchaser" Section 8.303. "Protected purchaser" Section 8.303.
1018	1018	"Protected purchaser" Section 8.303.
1019	1019	"Prove" Section 3.103. "Prove" Section 3.103.
1020	1020	"Prove" Section 3.103.
1021	1021	"Qualifying purchaser" Section 12A.102. "Qualifying purchaser" Section 12A.102.
1022	1022	"Qualifying purchaser" Section 12A.102.
1023	1023	"Sale" Section 2.106. "Sale" Section 2.106.
1024	1024	"Sale" Section 2.106.
1025	1025	"Securities account" Section 8.501. "Securities account" Section 8.501.
1026	1026	"Securities account" Section 8.501.
1027	1027	"Securities intermediary" Section 8.102. "Securities intermediary" Section 8.102.
1028	1028	"Securities intermediary" Section 8.102.
1029	1029	"Security" Section 8.102. "Security" Section 8.102.
1030	1030	"Security" Section 8.102.
1031	1031	"Security certificate" Section 8.102. "Security certificate" Section 8.102.
1032	1032	"Security certificate" Section 8.102.
1033	1033	"Security entitlement" Section 8.102. "Security entitlement" Section 8.102.
1034	1034	"Security entitlement" Section 8.102.
1035	1035	"Uncertificated security" Section 8.102. "Uncertificated security" Section 8.102.
1036	1036	"Uncertificated security" Section 8.102.
1037	1037	["Virtual currency"] [Section 12.001.] ["Virtual currency"] [Section 12.001.]
1038	1038	["Virtual currency"] [Section 12.001.]
1039	1039	SECTION 9.03. Section 9.104(a), Business & Commerce Code,
1040	1040	is amended to read as follows:
1041	1041	(a) A secured party has control of a deposit account if:
1042	1042	(1) the secured party is the bank with which the
1043	1043	deposit account is maintained;
1044	1044	(2) the debtor, secured party, and bank have agreed in
1045	1045	a signed [an authenticated] record that the bank will comply with
1046	1046	instructions originated by the secured party directing disposition
1047	1047	of the funds in the deposit account without further consent by the
1048	1048	debtor; [or]
1049	1049	(3) the secured party becomes the bank's customer with
1050	1050	respect to the deposit account; or
1051	1051	(4) another person, other than the debtor:
1052	1052	(A) has control of the deposit account and
1053	1053	acknowledges that it has control on behalf of the secured party; or
1054	1054	(B) obtains control of the deposit account after
1055	1055	having acknowledged that it will obtain control of the deposit
1056	1056	account on behalf of the secured party.
1057	1057	SECTION 9.04. Section 9.105, Business & Commerce Code, is
1058	1058	amended to read as follows:
1059	1059	Sec. 9.105. CONTROL OF ELECTRONIC COPY OF RECORD EVIDENCING
1060	1060	CHATTEL PAPER. (a) A purchaser [secured party] has control of an
1061	1061	authoritative electronic copy of a record evidencing chattel paper
1062	1062	if a system employed for evidencing the assignment [transfer] of
1063	1063	interests in the chattel paper reliably establishes the purchaser
1064	1064	[secured party] as the person to which the authoritative electronic
1065	1065	copy [chattel paper] was assigned.
1066	1066	(b) A system satisfies Subsection (a)[, and a secured party
1067	1067	has control of electronic chattel paper,] if the record or records
1068	1068	evidencing [comprising] the chattel paper are created, stored, and
1069	1069	assigned in [such] a manner that:
1070	1070	(1) a single authoritative copy of the record or
1071	1071	records exists which [that] is unique, identifiable, and, except as
1072	1072	otherwise provided in Subdivisions (4), (5), and (6), unalterable;
1073	1073	(2) the authoritative copy identifies the purchaser
1074	1074	[secured party] as the assignee of the record or records;
1075	1075	(3) the authoritative copy is communicated to and
1076	1076	maintained by the purchaser [secured party] or its designated
1077	1077	custodian;
1078	1078	(4) copies or amendments that add or change an
1079	1079	identified assignee of the authoritative copy can be made only with
1080	1080	the consent of the purchaser [secured party];
1081	1081	(5) each copy of the authoritative copy and any copy of
1082	1082	a copy is readily identifiable as a copy that is not the
1083	1083	authoritative copy; and
1084	1084	(6) any amendment of the authoritative copy is readily
1085	1085	identifiable as authorized or unauthorized.
1086	1086	(c) A system satisfies Subsection (a), and a purchaser has
1087	1087	control of an authoritative electronic copy of a record evidencing
1088	1088	chattel paper, if the electronic copy, a record attached to or
1089	1089	logically associated with the electronic copy, or a system in which
1090	1090	the electronic copy is recorded:
1091	1091	(1) enables the purchaser readily to identify each
1092	1092	electronic copy as an authoritative copy or a nonauthoritative
1093	1093	copy;
1094	1094	(2) enables the purchaser readily to identify itself
1095	1095	in any way, including by name, identifying number, cryptographic
1096	1096	key, office, or account number, as the assignee of the
1097	1097	authoritative electronic copy; and
1098	1098	(3) gives the purchaser exclusive power, subject to
1099	1099	Subsection (d), to:
1100	1100	(A) prevent others from adding or changing an
1101	1101	identified assignee of the authoritative electronic copy; and
1102	1102	(B) transfer control of the authoritative
1103	1103	electronic copy.
1104	1104	(d) Subject to Subsection (e), a power is exclusive under
1105	1105	Subsections (c)(3)(A) and (B) even if:
1106	1106	(1) the authoritative electronic copy, a record
1107	1107	attached to or logically associated with the authoritative
1108	1108	electronic copy, or a system in which the authoritative electronic
1109	1109	copy is recorded limits the use of the authoritative electronic
1110	1110	copy or has a protocol programmed to cause a change, including a
1111	1111	transfer or loss of control; or
1112	1112	(2) the power is shared with another person.
1113	1113	(e) A power of a purchaser is not shared with another person
1114	1114	under Subsection (d)(2) and the purchaser's power is not exclusive
1115	1115	if:
1116	1116	(1) the purchaser can exercise the power only if the
1117	1117	power also is exercised by the other person; and
1118	1118	(2) the other person:
1119	1119	(A) can exercise the power without exercise of
1120	1120	the power by the purchaser; or
1121	1121	(B) is the transferor to the purchaser of an
1122	1122	interest in the chattel paper.
1123	1123	(f) If a purchaser has the powers specified in Subsections
1124	1124	(c)(3)(A) and (B), the powers are presumed to be exclusive.
1125	1125	(g) A purchaser has control of an authoritative electronic
1126	1126	copy of a record evidencing chattel paper if another person, other
1127	1127	than the transferor to the purchaser of an interest in the chattel
1128	1128	paper:
1129	1129	(1) has control of the authoritative electronic copy
1130	1130	and acknowledges that it has control on behalf of the purchaser; or
1131	1131	(2) obtains control of the authoritative electronic
1132	1132	copy after having acknowledged that it will obtain control of the
1133	1133	electronic copy on behalf of the purchaser.
1134	1134	SECTION 9.05. Subchapter A, Chapter 9, Business & Commerce
1135	1135	Code, is amended by adding Section 9.1051 to read as follows:
1136	1136	Sec. 9.1051. CONTROL OF ELECTRONIC MONEY. (a) A person has
1137	1137	control of electronic money if:
1138	1138	(1) the electronic money, a record attached to or
1139	1139	logically associated with the electronic money, or a system in
1140	1140	which the electronic money is recorded gives the person:
1141	1141	(A) power to avail itself of substantially all
1142	1142	the benefit from the electronic money; and
1143	1143	(B) exclusive power, subject to Subsection (b),
1144	1144	to:
1145	1145	(i) prevent others from availing themselves
1146	1146	of substantially all the benefit from the electronic money; and
1147	1147	(ii) transfer control of the electronic
1148	1148	money to another person or cause another person to obtain control of
1149	1149	other electronic money as a result of the transfer of the electronic
1150	1150	money; and
1151	1151	(2) the electronic money, a record attached to or
1152	1152	logically associated with the electronic money, or a system in
1153	1153	which the electronic money is recorded enables the person readily
1154	1154	to identify itself in any way, including by name, identifying
1155	1155	number, cryptographic key, office, or account number, as having the
1156	1156	powers under Subdivision (1).
1157	1157	(b) Subject to Subsection (c), a power is exclusive under
1158	1158	Subsections (a)(1)(B)(i) and (ii) even if:
1159	1159	(1) the electronic money, a record attached to or
1160	1160	logically associated with the electronic money, or a system in
1161	1161	which the electronic money is recorded limits the use of the
1162	1162	electronic money or has a protocol programmed to cause a change,
1163	1163	including a transfer or loss of control; or
1164	1164	(2) the power is shared with another person.
1165	1165	(c) A power of a person is not shared with another person
1166	1166	under Subsection (b)(2) and the person's power is not exclusive if:
1167	1167	(1) the person can exercise the power only if the power
1168	1168	also is exercised by the other person; and
1169	1169	(2) the other person:
1170	1170	(A) can exercise the power without exercise of
1171	1171	the power by the person; or
1172	1172	(B) is the transferor to the person of an
1173	1173	interest in the electronic money.
1174	1174	(d) If a person has the powers specified in Subsections
1175	1175	(a)(1)(B)(i) and (ii), the powers are presumed to be exclusive.
1176	1176	(e) A person has control of electronic money if another
1177	1177	person, other than the transferor to the person of an interest in
1178	1178	the electronic money:
1179	1179	(1) has control of the electronic money and
1180	1180	acknowledges that it has control on behalf of the person; or
1181	1181	(2) obtains control of the electronic money after
1182	1182	having acknowledged that it will obtain control of the electronic
1183	1183	money on behalf of the person.
1184	1184	SECTION 9.06. Subchapter A, Chapter 9, Business & Commerce
1185	1185	Code, is amended by adding Sections 9.1072 and 9.1073 to read as
1186	1186	follows:
1187	1187	Sec. 9.1072. CONTROL OF CONTROLLABLE ELECTRONIC RECORD,
1188	1188	CONTROLLABLE ACCOUNT, OR CONTROLLABLE PAYMENT INTANGIBLE. (a) A
1189	1189	secured party has control of a controllable electronic record as
1190	1190	provided in Section 12A.105.
1191	1191	(b) A secured party has control of a controllable account or
1192	1192	controllable payment intangible if the secured party has control of
1193	1193	the controllable electronic record that evidences the controllable
1194	1194	account or controllable payment intangible.
1195	1195	Sec. 9.1073. NO REQUIREMENT TO ACKNOWLEDGE OR CONFIRM; NO
1196	1196	DUTIES. (a) A person that has control under Section 9.104, 9.105,
1197	1197	or 9.1051 is not required to acknowledge that it has control on
1198	1198	behalf of another person.
1199	1199	(b) If a person acknowledges that it has or will obtain
1200	1200	control on behalf of another person, unless the person otherwise
1201	1201	agrees or law other than this chapter otherwise provides, the
1202	1202	person does not owe any duty to the other person and is not required
1203	1203	to confirm the acknowledgment to any other person.
1204	1204	SECTION 9.07. Section 9.203(b), Business & Commerce Code,
1205	1205	is amended to read as follows:
1206	1206	(b) Except as otherwise provided in Subsections (c)-(j), a
1207	1207	security interest is enforceable against the debtor and third
1208	1208	parties with respect to the collateral only if:
1209	1209	(1) value has been given;
1210	1210	(2) the debtor has rights in the collateral or the
1211	1211	power to transfer rights in the collateral to a secured party; and
1212	1212	(3) one of the following conditions is met:
1213	1213	(A) the debtor has signed [authenticated] a
1214	1214	security agreement that provides a description of the collateral
1215	1215	and, if the security interest covers timber to be cut, a description
1216	1216	of the land concerned;
1217	1217	(B) the collateral is not a certificated security
1218	1218	and is in the possession of the secured party under Section 9.313
1219	1219	pursuant to the debtor's security agreement;
1220	1220	(C) the collateral is a certificated security in
1221	1221	registered form and the security certificate has been delivered to
1222	1222	the secured party under Section 8.301 pursuant to the debtor's
1223	1223	security agreement; [or]
1224	1224	(D) the collateral is controllable accounts,
1225	1225	controllable electronic records, controllable payment intangibles,
1226	1226	deposit accounts, electronic documents, electronic money,
1227	1227	[electronic chattel paper,] investment property, or
1228	1228	letter-of-credit rights, [or electronic documents,] and the
1229	1229	secured party has control under Section 7.106, 9.104, 9.1051
1230	1230	[9.105], 9.106, [or] 9.107, or 9.1072 pursuant to the debtor's
1231	1231	security agreement; or
1232	1232	(E) the collateral is chattel paper and the
1233	1233	secured party has possession and control under Section 9.3141
1234	1234	pursuant to the debtor's security agreement.
1235	1235	SECTION 9.08. Section 9.204, Business & Commerce Code, is
1236	1236	amended by amending Subsection (b) and adding Subsection (b-1) to
1237	1237	read as follows:
1238	1238	(b) Subject to Subsection (b-1), a [A] security interest
1239	1239	does not attach under a term constituting an after-acquired
1240	1240	property clause to:
1241	1241	(1) consumer goods, other than an accession when given
1242	1242	as additional security, unless the debtor acquires rights in them
1243	1243	within 10 days after the secured party gives value; or
1244	1244	(2) a commercial tort claim.
1245	1245	(b-1) Subsection (b) does not prevent a security interest
1246	1246	from attaching:
1247	1247	(1) to consumer goods as proceeds under Section
1248	1248	9.315(a) or commingled goods under Section 9.336(c);
1249	1249	(2) to a commercial tort claim as proceeds under
1250	1250	Section 9.315(a); or
1251	1251	(3) under an after-acquired property clause to
1252	1252	property that is proceeds of consumer goods or a commercial tort
1253	1253	claim.
1254	1254	SECTION 9.09. Section 9.207(c), Business & Commerce Code,
1255	1255	is amended to read as follows:
1256	1256	(c) Except as otherwise provided in Subsection (d), a
1257	1257	secured party having possession of collateral or control of
1258	1258	collateral under Section 7.106, 9.104, 9.105, 9.1051, 9.106, [or]
1259	1259	9.107, or 9.1072:
1260	1260	(1) may hold as additional security any proceeds,
1261	1261	except money or funds, received from the collateral;
1262	1262	(2) shall apply money or funds received from the
1263	1263	collateral to reduce the secured obligation, unless remitted to the
1264	1264	debtor; and
1265	1265	(3) may create a security interest in the collateral.
1266	1266	SECTION 9.10. Section 9.208(b), Business & Commerce Code,
1267	1267	is amended to read as follows:
1268	1268	(b) Within 10 days after receiving a signed [an
1269	1269	authenticated] demand by the debtor:
1270	1270	(1) a secured party having control of a deposit
1271	1271	account under Section 9.104(a)(2) shall send to the bank with which
1272	1272	the deposit account is maintained a signed record [an authenticated
1273	1273	statement] that releases the bank from any further obligation to
1274	1274	comply with instructions originated by the secured party;
1275	1275	(2) a secured party having control of a deposit
1276	1276	account under Section 9.104(a)(3) shall:
1277	1277	(A) pay the debtor the balance on deposit in the
1278	1278	deposit account; or
1279	1279	(B) transfer the balance on deposit into a
1280	1280	deposit account in the debtor's name;
1281	1281	(3) a secured party, other than a buyer, having
1282	1282	control [of electronic chattel paper] under Section 9.105 of an
1283	1283	authoritative electronic copy of a record evidencing chattel paper
1284	1284	shall transfer control of the electronic copy to the debtor or a
1285	1285	person designated by the debtor [:
1286	1286	[(A) communicate the authoritative copy of the
1287	1287	electronic chattel paper to the debtor or its designated custodian;
1288	1288	[(B) if the debtor designates a custodian that is
1289	1289	the designated custodian with which the authoritative copy of the
1290	1290	electronic chattel paper is maintained for the secured party,
1291	1291	communicate to the custodian an authenticated record releasing the
1292	1292	designated custodian from any further obligation to comply with
1293	1293	instructions originated by the secured party and instructing the
1294	1294	custodian to comply with instructions originated by the debtor; and
1295	1295	[(C) take appropriate action to enable the debtor
1296	1296	or its designated custodian to make copies of or revisions to the
1297	1297	authoritative copy that add or change an identified assignee of the
1298	1298	authoritative copy without the consent of the secured party];
1299	1299	(4) a secured party having control of investment
1300	1300	property under Section 8.106(d)(2) or 9.106(b) shall send to the
1301	1301	securities intermediary or commodity intermediary with which the
1302	1302	security entitlement or commodity contract is maintained a signed
1303	1303	[an authenticated] record that releases the securities
1304	1304	intermediary or commodity intermediary from any further obligation
1305	1305	to comply with entitlement orders or directions originated by the
1306	1306	secured party;
1307	1307	(5) a secured party having control of a
1308	1308	letter-of-credit right under Section 9.107 shall send to each
1309	1309	person having an unfulfilled obligation to pay or deliver proceeds
1310	1310	of the letter of credit to the secured party a signed [an
1311	1311	authenticated] release from any further obligation to pay or
1312	1312	deliver proceeds of the letter of credit to the secured party; [and]
1313	1313	(6) a secured party having control under Section 7.106
1314	1314	of an authoritative copy of an electronic document of title [of an
1315	1315	electronic document] shall transfer control of the electronic copy
1316	1316	to the debtor or a person designated by the debtor;
1317	1317	(7) a secured party having control under Section
1318	1318	9.1051 of electronic money shall transfer control of the electronic
1319	1319	money to the debtor or a person designated by the debtor; and
1320	1320	(8) a secured party having control under Section
1321	1321	12A.105 of a controllable electronic record, other than a buyer of a
1322	1322	controllable account or controllable payment intangible evidenced
1323	1323	by the controllable electronic record, shall transfer control of
1324	1324	the controllable electronic record to the debtor or a person
1325	1325	designated by the debtor [:
1326	1326	[(A) give control of the electronic document to
1327	1327	the debtor or its designated custodian;
1328	1328	[(B) if the debtor designates a custodian that is
1329	1329	the designated custodian with which the authoritative copy of the
1330	1330	electronic document is maintained for the secured party,
1331	1331	communicate to the custodian an authenticated record releasing the
1332	1332	designated custodian from any further obligation to comply with
1333	1333	instructions originated by the secured party and instructing the
1334	1334	custodian to comply with instructions originated by the debtor; and
1335	1335	[(C) take appropriate action to enable the debtor
1336	1336	or its designated custodian to make copies of or revisions to the
1337	1337	authoritative copy which add or change an identified assignee of
1338	1338	the authoritative copy without the consent of the secured party].
1339	1339	SECTION 9.11. Section 9.209(b), Business & Commerce Code,
1340	1340	is amended to read as follows:
1341	1341	(b) Within 10 days after receiving a signed [an
1342	1342	authenticated] demand by the debtor, a secured party shall send to
1343	1343	an account debtor that has received notification under Section
1344	1344	9.406(a) or 12A.106(b) of an assignment to the secured party as
1345	1345	assignee a signed [under Section 9.406(a) an authenticated] record
1346	1346	that releases the account debtor from any further obligation to the
1347	1347	secured party.
1348	1348	SECTION 9.12. Sections 9.210(a), (b), (c), (d), and (e),
1349	1349	Business & Commerce Code, are amended to read as follows:
1350	1350	(a) In this section:
1351	1351	(1) "Request" means a record of a type described in
1352	1352	Subdivision (2), (3), or (4).
1353	1353	(2) "Request for an accounting" means a record signed
1354	1354	[authenticated] by a debtor requesting that the recipient provide
1355	1355	an accounting of the unpaid obligations secured by collateral and
1356	1356	reasonably identifying the transaction or relationship that is the
1357	1357	subject of the request.
1358	1358	(3) "Request regarding a list of collateral" means a
1359	1359	record signed [authenticated] by a debtor requesting that the
1360	1360	recipient approve or correct a list of what the debtor believes to
1361	1361	be the collateral securing an obligation and reasonably identifying
1362	1362	the transaction or relationship that is the subject of the request.
1363	1363	(4) "Request regarding a statement of account" means a
1364	1364	record signed [authenticated] by a debtor requesting that the
1365	1365	recipient approve or correct a statement indicating what the debtor
1366	1366	believes to be the aggregate amount of unpaid obligations secured
1367	1367	by collateral as of a specified date and reasonably identifying the
1368	1368	transaction or relationship that is the subject of the request.
1369	1369	(b) Subject to Subsections (c), (d), (e), and (f), a secured
1370	1370	party, other than a buyer of accounts, chattel paper, payment
1371	1371	intangibles, or promissory notes or a consignor, shall comply with
1372	1372	a request within 14 days after receipt:
1373	1373	(1) in the case of a request for an accounting, by
1374	1374	signing [authenticating] and sending to the debtor an accounting;
1375	1375	and
1376	1376	(2) in the case of a request regarding a list of
1377	1377	collateral or a request regarding a statement of account, by
1378	1378	signing [authenticating] and sending to the debtor an approval or
1379	1379	correction.
1380	1380	(c) A secured party that claims a security interest in all
1381	1381	of a particular type of collateral owned by the debtor may comply
1382	1382	with a request regarding a list of collateral by sending to the
1383	1383	debtor a signed [an authenticated] record including a statement to
1384	1384	that effect within 14 days after receipt.
1385	1385	(d) A person that receives a request regarding a list of
1386	1386	collateral, claims no interest in the collateral when it receives
1387	1387	the request, and claimed an interest in the collateral at an earlier
1388	1388	time shall comply with the request within 14 days after receipt by
1389	1389	sending to the debtor a signed [an authenticated] record:
1390	1390	(1) disclaiming any interest in the collateral; and
1391	1391	(2) if known to the recipient, providing the name and
1392	1392	mailing address of any assignee of or successor to the recipient's
1393	1393	interest in the collateral.
1394	1394	(e) A person that receives a request for an accounting or a
1395	1395	request regarding a statement of account, claims no interest in the
1396	1396	obligations when it receives the request, and claimed an interest
1397	1397	in the obligations at an earlier time shall comply with the request
1398	1398	within 14 days after receipt by sending to the debtor a signed [an
1399	1399	authenticated] record:
1400	1400	(1) disclaiming any interest in the obligations; and
1401	1401	(2) if known to the recipient, providing the name and
1402	1402	mailing address of any assignee of or successor to the recipient's
1403	1403	interest in the obligations.
1404	1404	SECTION 9.13. Section 9.301, Business & Commerce Code, is
1405	1405	amended to read as follows:
1406	1406	Sec. 9.301. LAW GOVERNING PERFECTION AND PRIORITY OF
1407	1407	SECURITY INTERESTS. Except as otherwise provided in Sections 9.303
1408	1408	through 9.3062 [9.306], the following rules determine the law
1409	1409	governing perfection, the effect of perfection or nonperfection,
1410	1410	and the priority of a security interest in collateral:
1411	1411	(1) Except as otherwise provided in this section,
1412	1412	while a debtor is located in a jurisdiction, the local law of that
1413	1413	jurisdiction governs perfection, the effect of perfection or
1414	1414	nonperfection, and the priority of a security interest in
1415	1415	collateral.
1416	1416	(2) While collateral is located in a jurisdiction, the
1417	1417	local law of that jurisdiction governs perfection, the effect of
1418	1418	perfection or nonperfection, and the priority of a possessory
1419	1419	security interest in that collateral.
1420	1420	(3) Except as otherwise provided in Subdivision (4),
1421	1421	while [tangible] negotiable tangible documents, goods,
1422	1422	instruments, or tangible money[, or tangible chattel paper] is
1423	1423	located in a jurisdiction, the local law of that jurisdiction
1424	1424	governs:
1425	1425	(A) perfection of a security interest in the
1426	1426	goods by filing a fixture filing;
1427	1427	(B) perfection of a security interest in timber
1428	1428	to be cut; and
1429	1429	(C) the effect of perfection or nonperfection and
1430	1430	the priority of a nonpossessory security interest in the
1431	1431	collateral.
1432	1432	(4) The local law of the jurisdiction in which the
1433	1433	wellhead or minehead is located governs perfection, the effect of
1434	1434	perfection or nonperfection, and the priority of a security
1435	1435	interest in as-extracted collateral.
1436	1436	SECTION 9.14. Section 9.304(a), Business & Commerce Code,
1437	1437	is amended to read as follows:
1438	1438	(a) The local law of a bank's jurisdiction governs
1439	1439	perfection, the effect of perfection or nonperfection, and the
1440	1440	priority of a security interest in a deposit account maintained
1441	1441	with that bank even if the transaction does not bear any relation to
1442	1442	the bank's jurisdiction.
1443	1443	SECTION 9.15. Section 9.305(a), Business & Commerce Code,
1444	1444	is amended to read as follows:
1445	1445	(a) Except as otherwise provided in Subsection (c), the
1446	1446	following rules apply:
1447	1447	(1) While a security certificate is located in a
1448	1448	jurisdiction, the local law of that jurisdiction governs
1449	1449	perfection, the effect of perfection or nonperfection, and the
1450	1450	priority of a security interest in the certificated security
1451	1451	represented thereby.
1452	1452	(2) The local law of the issuer's jurisdiction as
1453	1453	specified in Section 8.110(d) governs perfection, the effect of
1454	1454	perfection or nonperfection, and the priority of a security
1455	1455	interest in an uncertificated security.
1456	1456	(3) The local law of the securities intermediary's
1457	1457	jurisdiction as specified in Section 8.110(e) governs perfection,
1458	1458	the effect of perfection or nonperfection, and the priority of a
1459	1459	security interest in a security entitlement or securities account.
1460	1460	(4) The local law of the commodity intermediary's
1461	1461	jurisdiction governs perfection, the effect of perfection or
1462	1462	nonperfection, and the priority of a security interest in a
1463	1463	commodity contract or commodity account.
1464	1464	(5) Subdivisions (2), (3), and (4) apply even if the
1465	1465	transaction does not bear any relation to the jurisdiction.
1466	1466	SECTION 9.16. Subchapter C, Chapter 9, Business & Commerce
1467	1467	Code, is amended by adding Sections 9.3061 and 9.3062 to read as
1468	1468	follows:
1469	1469	Sec. 9.3061. LAW GOVERNING PERFECTION AND PRIORITY OF
1470	1470	SECURITY INTERESTS IN CHATTEL PAPER. (a) Except as provided in
1471	1471	Subsection (d), if chattel paper is evidenced only by an
1472	1472	authoritative electronic copy of the chattel paper or is evidenced
1473	1473	by an authoritative electronic copy and an authoritative tangible
1474	1474	copy, the local law of the chattel paper's jurisdiction governs
1475	1475	perfection, the effect of perfection or nonperfection, and the
1476	1476	priority of a security interest in the chattel paper, even if the
1477	1477	transaction does not bear any relation to the chattel paper's
1478	1478	jurisdiction.
1479	1479	(b) The following rules determine the chattel paper's
1480	1480	jurisdiction under this section:
1481	1481	(1) If the authoritative electronic copy of the record
1482	1482	evidencing chattel paper, or a record attached to or logically
1483	1483	associated with the electronic copy and readily available for
1484	1484	review, expressly provides that a particular jurisdiction is the
1485	1485	chattel paper's jurisdiction for purposes of this subchapter, this
1486	1486	chapter, or this title, that jurisdiction is the chattel paper's
1487	1487	jurisdiction.
1488	1488	(2) If Subdivision (1) does not apply and the rules of
1489	1489	the system in which the authoritative electronic copy is recorded
1490	1490	are readily available for review and expressly provide that a
1491	1491	particular jurisdiction is the chattel paper's jurisdiction for
1492	1492	purposes of this subchapter, this chapter, or this title, that
1493	1493	jurisdiction is the chattel paper's jurisdiction.
1494	1494	(3) If Subdivisions (1) and (2) do not apply and the
1495	1495	authoritative electronic copy, or a record attached to or logically
1496	1496	associated with the electronic copy and readily available for
1497	1497	review, expressly provides that the chattel paper is governed by
1498	1498	the law of a particular jurisdiction, that jurisdiction is the
1499	1499	chattel paper's jurisdiction.
1500	1500	(4) If Subdivisions (1), (2), and (3) do not apply and
1501	1501	the rules of the system in which the authoritative electronic copy
1502	1502	is recorded are readily available for review and expressly provide
1503	1503	that the chattel paper or the system is governed by the law of a
1504	1504	particular jurisdiction, that jurisdiction is the chattel paper's
1505	1505	jurisdiction.
1506	1506	(5) If Subdivisions (1) through (4) do not apply, the
1507	1507	chattel paper's jurisdiction is the jurisdiction in which the
1508	1508	debtor is located.
1509	1509	(c) If an authoritative tangible copy of a record evidences
1510	1510	chattel paper and the chattel paper is not evidenced by an
1511	1511	authoritative electronic copy, while the authoritative tangible
1512	1512	copy of the record evidencing chattel paper is located in a
1513	1513	jurisdiction, the local law of that jurisdiction governs:
1514	1514	(1) perfection of a security interest in the chattel
1515	1515	paper by possession under Section 9.3141; and
1516	1516	(2) the effect of perfection or nonperfection and the
1517	1517	priority of a security interest in the chattel paper.
1518	1518	(d) The local law of the jurisdiction in which the debtor is
1519	1519	located governs perfection of a security interest in chattel paper
1520	1520	by filing.
1521	1521	Sec. 9.3062. LAW GOVERNING PERFECTION AND PRIORITY OF
1522	1522	SECURITY INTERESTS IN CONTROLLABLE ACCOUNTS, CONTROLLABLE
1523	1523	ELECTRONIC RECORDS, AND CONTROLLABLE PAYMENT INTANGIBLES. (a)
1524	1524	Except as provided in Subsection (b), the local law of the
1525	1525	controllable electronic record's jurisdiction specified in
1526	1526	Sections 12A.107(c) and (d) governs perfection, the effect of
1527	1527	perfection or nonperfection, and the priority of a security
1528	1528	interest in a controllable electronic record and a security
1529	1529	interest in a controllable account or controllable payment
1530	1530	intangible evidenced by the controllable electronic record.
1531	1531	(b) The local law of the jurisdiction in which the debtor is
1532	1532	located governs:
1533	1533	(1) perfection of a security interest in a
1534	1534	controllable account, controllable electronic record, or
1535	1535	controllable payment intangible by filing; and
1536	1536	(2) automatic perfection of a security interest in a
1537	1537	controllable payment intangible created by a sale of the
1538	1538	controllable payment intangible.
1539	1539	SECTION 9.17. Section 9.310(b), Business & Commerce Code,
1540	1540	is amended to read as follows:
1541	1541	(b) The filing of a financing statement is not necessary to
1542	1542	perfect a security interest:
1543	1543	(1) that is perfected under Section 9.308(d), (e),
1544	1544	(f), or (g);
1545	1545	(2) that is perfected under Section 9.309 when it
1546	1546	attaches;
1547	1547	(3) in property subject to a statute, regulation, or
1548	1548	treaty described in Section 9.311(a);
1549	1549	(4) in goods in possession of a bailee that is
1550	1550	perfected under Section 9.312(d)(1) or (2);
1551	1551	(5) in certificated securities, documents, goods, or
1552	1552	instruments which is perfected without filing, control or
1553	1553	possession under Section 9.312(e), (f), or (g);
1554	1554	(6) in collateral in the secured party's possession
1555	1555	under Section 9.313;
1556	1556	(7) in a certificated security that is perfected by
1557	1557	delivery of the security certificate to the secured party under
1558	1558	Section 9.313;
1559	1559	(8) in controllable accounts, controllable electronic
1560	1560	records, controllable payment intangibles, deposit accounts,
1561	1561	[electronic chattel paper,] electronic documents, investment
1562	1562	property, [virtual currencies,] or letter-of-credit rights that is
1563	1563	perfected by control under Section 9.314;
1564	1564	(8-a) in chattel paper which is perfected by
1565	1565	possession and control under Section 9.3141;
1566	1566	(9) in proceeds that is perfected under Section 9.315;
1567	1567	or
1568	1568	(10) that is perfected under Section 9.316.
1569	1569	SECTION 9.18. The heading to Section 9.312, Business &
1570	1570	Commerce Code, is amended to read as follows:
1571	1571	Sec. 9.312. PERFECTION OF SECURITY INTERESTS IN CHATTEL
1572	1572	PAPER, CONTROLLABLE ACCOUNTS, CONTROLLABLE ELECTRONIC RECORDS,
1573	1573	CONTROLLABLE PAYMENT INTANGIBLES, DEPOSIT ACCOUNTS, DOCUMENTS, AND
1574	1574	GOODS COVERED BY DOCUMENTS, INSTRUMENTS, INVESTMENT PROPERTY,
1575	1575	[VIRTUAL CURRENCIES,] LETTER-OF-CREDIT RIGHTS, AND MONEY;
1576	1576	PERFECTION BY PERMISSIVE FILING; TEMPORARY PERFECTION WITHOUT
1577	1577	FILING OR TRANSFER OF POSSESSION.
1578	1578	SECTION 9.19. Sections 9.312(a), (b), and (e), Business &
1579	1579	Commerce Code, are amended to read as follows:
1580	1580	(a) A security interest in chattel paper, controllable
1581	1581	accounts, controllable electronic records, controllable payment
1582	1582	intangibles, [negotiable documents,] instruments, investment
1583	1583	property, or negotiable documents [and virtual currencies] may be
1584	1584	perfected by filing.
1585	1585	(b) Except as otherwise provided in Sections 9.315(c) and
1586	1586	(d) for proceeds:
1587	1587	(1) a security interest in a deposit account may be
1588	1588	perfected only by control under Section 9.314;
1589	1589	(2) and except as otherwise provided in Section
1590	1590	9.308(d), a security interest in a letter-of-credit right may be
1591	1591	perfected only by control under Section 9.314; [and]
1592	1592	(3) a security interest in tangible money may be
1593	1593	perfected only by the secured party's taking possession under
1594	1594	Section 9.313; and
1595	1595	(4) a security interest in electronic money may be
1596	1596	perfected only by control under Section 9.314.
1597	1597	(e) A security interest in certificated securities,
1598	1598	negotiable documents, or instruments is perfected without filing or
1599	1599	the taking of possession or control for a period of 20 days from the
1600	1600	time it attaches to the extent that it arises for new value given
1601	1601	under a signed [an authenticated] security agreement.
1602	1602	SECTION 9.20. Sections 9.313(a), (c), and (d), Business &
1603	1603	Commerce Code, are amended to read as follows:
1604	1604	(a) Except as otherwise provided in Subsection (b), a
1605	1605	secured party may perfect a security interest in [tangible
1606	1606	negotiable documents,] goods, instruments, negotiable tangible
1607	1607	documents, or tangible money[, or tangible chattel paper] by taking
1608	1608	possession of the collateral. A secured party may perfect a
1609	1609	security interest in certificated securities by taking delivery of
1610	1610	the certificated securities under Section 8.301.
1611	1611	(c) With respect to collateral other than certificated
1612	1612	securities and goods covered by a document, a secured party takes
1613	1613	possession of collateral in the possession of a person other than
1614	1614	the debtor, the secured party, or a lessee of the collateral from
1615	1615	the debtor in the ordinary course of the debtor's business when:
1616	1616	(1) the person in possession signs [authenticates] a
1617	1617	record acknowledging that it holds possession of the collateral for
1618	1618	the secured party's benefit; or
1619	1619	(2) the person takes possession of the collateral
1620	1620	after having signed [authenticated] a record acknowledging that it
1621	1621	will hold possession of the collateral for the secured party's
1622	1622	benefit.
1623	1623	(d) If perfection of a security interest depends upon
1624	1624	possession of the collateral by a secured party, perfection occurs
1625	1625	not [no] earlier than the time the secured party takes possession
1626	1626	and continues only while the secured party retains possession.
1627	1627	SECTION 9.21. Sections 9.314(a), (b), and (c), Business &
1628	1628	Commerce Code, are amended to read as follows:
1629	1629	(a) A security interest in controllable accounts,
1630	1630	controllable electronic records, controllable payment intangibles,
1631	1631	deposit accounts, electronic documents, electronic money,
1632	1632	investment property, or letter-of-credit rights [investment
1633	1633	property, deposit accounts, letter-of-credit rights, virtual
1634	1634	currencies, electronic chattel paper, or electronic documents] may
1635	1635	be perfected by control of the collateral under Section 7.106,
1636	1636	9.104, 9.1051, [9.105,] 9.106, 9.107, or 9.1072 [9.1071].
1637	1637	(b) A security interest in controllable accounts,
1638	1638	controllable electronic records, controllable payment intangibles,
1639	1639	deposit accounts, electronic documents, electronic money, or
1640	1640	letter-of-credit rights [deposit accounts, electronic chattel
1641	1641	paper, virtual currencies, letter-of-credit rights, or electronic
1642	1642	documents] is perfected by control under Section 7.106, 9.104,
1643	1643	9.1051, [9.105,] 9.107, or 9.1072 not earlier than the time [9.1071
1644	1644	when] the secured party obtains control and remains perfected by
1645	1645	control only while the secured party retains control.
1646	1646	(c) A security interest in investment property is perfected
1647	1647	by control under Section 9.106 not earlier than [from] the time the
1648	1648	secured party obtains control and remains perfected by control
1649	1649	until:
1650	1650	(1) the secured party does not have control; and
1651	1651	(2) one of the following occurs:
1652	1652	(A) if the collateral is a certificated security,
1653	1653	the debtor has or acquires possession of the security certificate;
1654	1654	(B) if the collateral is an uncertificated
1655	1655	security, the issuer has registered or registers the debtor as the
1656	1656	registered owner; or
1657	1657	(C) if the collateral is a security entitlement,
1658	1658	the debtor is or becomes the entitlement holder.
1659	1659	SECTION 9.22. Subchapter C, Chapter 9, Business & Commerce
1660	1660	Code, is amended by adding Section 9.3141 to read as follows:
1661	1661	Sec. 9.3141. PERFECTION BY POSSESSION AND CONTROL OF
1662	1662	CHATTEL PAPER. (a) A secured party may perfect a security interest
1663	1663	in chattel paper by taking possession of each authoritative
1664	1664	tangible copy of the record evidencing the chattel paper and
1665	1665	obtaining control of each authoritative electronic copy of the
1666	1666	electronic record evidencing the chattel paper.
1667	1667	(b) A security interest is perfected under Subsection (a)
1668	1668	not earlier than the time the secured party takes possession and
1669	1669	obtains control and remains perfected under Subsection (a) only
1670	1670	while the secured party retains possession and control.
1671	1671	(c) Sections 9.313(c) and (f) through (i) apply to
1672	1672	perfection by possession of an authoritative tangible copy of a
1673	1673	record evidencing chattel paper.
1674	1674	SECTION 9.23. Sections 9.316(a) and (f), Business &
1675	1675	Commerce Code, are amended to read as follows:
1676	1676	(a) A security interest perfected pursuant to the law of the
1677	1677	jurisdiction designated in Section 9.301(1), [or] 9.305(c),
1678	1678	9.3061(d), or 9.3062(b) remains perfected until the earliest of:
1679	1679	(1) the time perfection would have ceased under the
1680	1680	law of that jurisdiction;
1681	1681	(2) the expiration of four months after a change of the
1682	1682	debtor's location to another jurisdiction; or
1683	1683	(3) the expiration of one year after a transfer of
1684	1684	collateral to a person that thereby becomes a debtor and is located
1685	1685	in another jurisdiction.
1686	1686	(f) A security interest in chattel paper, controllable
1687	1687	accounts, controllable electronic records, controllable payment
1688	1688	intangibles, deposit accounts, letter-of-credit rights, or
1689	1689	investment property that is perfected under the law of the chattel
1690	1690	paper's jurisdiction, the controllable electronic record's
1691	1691	jurisdiction, the bank's jurisdiction, the issuer's jurisdiction, a
1692	1692	nominated person's jurisdiction, the securities intermediary's
1693	1693	jurisdiction, or the commodity intermediary's jurisdiction, as
1694	1694	applicable, remains perfected until the earlier of:
1695	1695	(1) the time the security interest would have become
1696	1696	unperfected under the law of that jurisdiction; or
1697	1697	(2) the expiration of four months after a change of the
1698	1698	applicable jurisdiction to another jurisdiction.
1699	1699	SECTION 9.24. Section 9.317, Business & Commerce Code, is
1700	1700	amended by amending Subsections (b) and (d) and adding Subsections
1701	1701	(f), (g), (h), and (i) to read as follows:
1702	1702	(b) Except as otherwise provided in Subsection (e), a buyer,
1703	1703	other than a secured party, of [tangible chattel paper, tangible
1704	1704	documents,] goods, instruments, tangible documents, or a
1705	1705	certificated security takes free of a security interest or
1706	1706	agricultural lien if the buyer gives value and receives delivery of
1707	1707	the collateral without knowledge of the security interest or
1708	1708	agricultural lien and before it is perfected.
1709	1709	(d) Subject to Subsections (f) through (i), a [A] licensee
1710	1710	of a general intangible or a buyer, other than a secured party, of
1711	1711	collateral other than electric money, [tangible chattel paper,]
1712	1712	tangible documents, goods, instruments, or a certificated security
1713	1713	takes free of a security interest if the licensee or buyer gives
1714	1714	value without knowledge of the security interest and before it is
1715	1715	perfected.
1716	1716	(f) A buyer, other than a secured party, of chattel paper
1717	1717	takes free of a security interest if, without knowledge of the
1718	1718	security interest and before it is perfected, the buyer gives value
1719	1719	and:
1720	1720	(1) receives delivery of each authoritative tangible
1721	1721	copy of the record evidencing the chattel paper; and
1722	1722	(2) if each authoritative electronic copy of the
1723	1723	record evidencing the chattel paper can be subjected to control
1724	1724	under Section 9.105, obtains control of each authoritative
1725	1725	electronic copy.
1726	1726	(g) A buyer of an electronic document takes free of a
1727	1727	security interest if, without knowledge of the security interest
1728	1728	and before it is perfected, the buyer gives value and, if each
1729	1729	authoritative electronic copy of the document can be subjected to
1730	1730	control under Section 7.106, obtains control of each authoritative
1731	1731	electronic copy.
1732	1732	(h) A buyer of a controllable electronic record takes free
1733	1733	of a security interest if, without knowledge of the security
1734	1734	interest and before it is perfected, the buyer gives value and
1735	1735	obtains control of the controllable electronic record.
1736	1736	(i) A buyer, other than a secured party, of a controllable
1737	1737	account or a controllable payment intangible takes free of a
1738	1738	security interest if, without knowledge of the security interest
1739	1739	and before it is perfected, the buyer gives value and obtains
1740	1740	control of the controllable account or controllable payment
1741	1741	intangible.
1742	1742	SECTION 9.25. Sections 9.323(d) and (f), Business &
1743	1743	Commerce Code, are amended to read as follows:
1744	1744	(d) Except as otherwise provided in Subsection (e), a buyer
1745	1745	of goods [other than a buyer in ordinary course of business] takes
1746	1746	free of a security interest to the extent that it secures advances
1747	1747	made after the earlier of:
1748	1748	(1) the time the secured party acquires knowledge of
1749	1749	the buyer's purchase; or
1750	1750	(2) 45 days after the purchase.
1751	1751	(f) Except as otherwise provided in Subsection (g), a lessee
1752	1752	of goods[, other than a lessee in ordinary course of business,]
1753	1753	takes the leasehold interest free of a security interest to the
1754	1754	extent that it secures advances made after the earlier of:
1755	1755	(1) the time the secured party acquires knowledge of
1756	1756	the lease; or
1757	1757	(2) 45 days after the lease contract becomes
1758	1758	enforceable.
1759	1759	SECTION 9.26. Sections 9.324(b) and (d), Business &
1760	1760	Commerce Code, are amended to read as follows:
1761	1761	(b) Subject to Subsection (c) and except as otherwise
1762	1762	provided in Subsection (g), a perfected purchase-money security
1763	1763	interest in inventory has priority over a conflicting security
1764	1764	interest in the same inventory, has priority over a conflicting
1765	1765	security interest in chattel paper or an instrument constituting
1766	1766	proceeds of the inventory and in proceeds of the chattel paper, if
1767	1767	so provided in Section 9.330, and, except as otherwise provided in
1768	1768	Section 9.327, also has priority in identifiable cash proceeds of
1769	1769	the inventory to the extent the identifiable cash proceeds are
1770	1770	received on or before the delivery of the inventory to a buyer, if:
1771	1771	(1) the purchase-money security interest is perfected
1772	1772	when the debtor receives possession of the inventory;
1773	1773	(2) the purchase-money secured party sends a signed
1774	1774	[an authenticated] notification to the holder of the conflicting
1775	1775	security interest;
1776	1776	(3) the holder of the conflicting security interest
1777	1777	receives any required notification within five years before the
1778	1778	debtor receives possession of the inventory; and
1779	1779	(4) the notification states that the person sending
1780	1780	the notification has or expects to acquire a purchase-money
1781	1781	security interest in inventory of the debtor and describes the
1782	1782	inventory.
1783	1783	(d) Subject to Subsection (e) and except as otherwise
1784	1784	provided in Subsection (g), a perfected purchase-money security
1785	1785	interest in livestock that are farm products has priority over a
1786	1786	conflicting security interest in the same livestock, and, except as
1787	1787	otherwise provided in Section 9.327, a perfected security interest
1788	1788	in their identifiable proceeds and identifiable products in their
1789	1789	unmanufactured states also has priority, if:
1790	1790	(1) the purchase-money security interest is perfected
1791	1791	when the debtor receives possession of the livestock;
1792	1792	(2) the purchase-money secured party sends a signed
1793	1793	[an authenticated] notification to the holder of the conflicting
1794	1794	security interest;
1795	1795	(3) the holder of the conflicting security interest
1796	1796	receives the notification within six months before the debtor
1797	1797	receives possession of the livestock; and
1798	1798	(4) the notification states that the person sending
1799	1799	the notification has or expects to acquire a purchase-money
1800	1800	security interest in livestock of the debtor and describes the
1801	1801	livestock.
1802	1802	SECTION 9.27. Subchapter C, Chapter 9, Business & Commerce
1803	1803	Code, is amended by adding Section 9.3261 to read as follows:
1804	1804	Sec. 9.3261. PRIORITY OF SECURITY INTEREST IN CONTROLLABLE
1805	1805	ACCOUNT, CONTROLLABLE ELECTRONIC RECORD, AND CONTROLLABLE PAYMENT
1806	1806	INTANGIBLE. A security interest in a controllable account,
1807	1807	controllable electronic record, or controllable payment intangible
1808	1808	held by a secured party having control of the account, electronic
1809	1809	record, or payment intangible has priority over a conflicting
1810	1810	security interest held by a secured party that does not have
1811	1811	control.
1812	1812	SECTION 9.28. Sections 9.330(a), (b), and (f), Business &
1813	1813	Commerce Code, are amended to read as follows:
1814	1814	(a) A purchaser of chattel paper has priority over a
1815	1815	security interest in the chattel paper that is claimed merely as
1816	1816	proceeds of inventory subject to a security interest if:
1817	1817	(1) in good faith and in the ordinary course of the
1818	1818	purchaser's business, the purchaser gives new value and takes
1819	1819	possession of each authoritative tangible copy of the record
1820	1820	evidencing the chattel paper, and [or] obtains control under
1821	1821	Section 9.105 of each authoritative electronic copy of the record
1822	1822	evidencing [of] the chattel paper [under Section 9.105]; and
1823	1823	(2) the authoritative copies of the record evidencing
1824	1824	the chattel paper do [chattel paper does] not indicate that the
1825	1825	chattel paper [it] has been assigned to an identified assignee
1826	1826	other than the purchaser.
1827	1827	(b) A purchaser of chattel paper has priority over a
1828	1828	security interest in the chattel paper that is claimed other than
1829	1829	merely as proceeds of inventory subject to a security interest if
1830	1830	the purchaser gives new value, [and] takes possession of each
1831	1831	authoritative tangible copy of the record evidencing the chattel
1832	1832	paper, and [or] obtains control under Section 9.105 of each
1833	1833	authoritative electronic copy of the record evidencing [of] the
1834	1834	chattel paper [under Section 9.105] in good faith, in the ordinary
1835	1835	course of the purchaser's business, and without knowledge that the
1836	1836	purchase violates the rights of the secured party.
1837	1837	(f) For purposes of Subsections (b) and (d), if the
1838	1838	authoritative copies of the record evidencing chattel paper or an
1839	1839	instrument indicate [indicates] that the chattel paper or
1840	1840	instrument [it] has been assigned to an identified secured party
1841	1841	other than the purchaser, a purchaser of the chattel paper or
1842	1842	instrument has knowledge that the purchase violates the rights of
1843	1843	the secured party.
1844	1844	SECTION 9.29. The heading to Section 9.331, Business &
1845	1845	Commerce Code, is amended to read as follows:
1846	1846	Sec. 9.331. PRIORITY OF RIGHTS OF PURCHASERS OF
1847	1847	CONTROLLABLE ACCOUNTS, CONTROLLABLE ELECTRONIC RECORDS,
1848	1848	CONTROLLABLE PAYMENT INTANGIBLES, [INSTRUMENTS,] DOCUMENTS,
1849	1849	INSTRUMENTS, AND SECURITIES[, AND VIRTUAL CURRENCIES] UNDER OTHER
1850	1850	CHAPTERS; PRIORITY OF INTERESTS IN FINANCIAL ASSETS AND SECURITY
1851	1851	ENTITLEMENTS AND PROTECTION AGAINST ASSERTION OF CLAIM UNDER
1852	1852	CHAPTERS [CHAPTER] 8 AND 12A [VIRTUAL CURRENCIES UNDER CHAPTER 12].
1853	1853	SECTION 9.30. Sections 9.331(a) and (b), Business &
1854	1854	Commerce Code, are amended to read as follows:
1855	1855	(a) This chapter does not limit the rights of a holder in due
1856	1856	course of a negotiable instrument, a holder to which a negotiable
1857	1857	document of title has been duly negotiated, a protected purchaser
1858	1858	of a security, or a qualifying purchaser of a controllable account,
1859	1859	controllable electronic record, or controllable payment intangible
1860	1860	[virtual currency]. These holders or purchasers take priority over
1861	1861	an earlier security interest, even if perfected, to the extent
1862	1862	provided in Chapters 3, 7, 8, and 12A [12].
1863	1863	(b) This chapter does not limit the rights of or impose
1864	1864	liability on a person to the extent that the person is protected
1865	1865	against the assertion of a claim under Chapter 8 or 12A [12].
1866	1866	SECTION 9.31. Section 9.332, Business & Commerce Code, is
1867	1867	amended to read as follows:
1868	1868	Sec. 9.332. TRANSFER OF MONEY; TRANSFER OF FUNDS FROM
1869	1869	DEPOSIT ACCOUNT. (a) A transferee of tangible money takes the
1870	1870	money free of a security interest if the transferee receives
1871	1871	possession of the money without acting [unless the transferee acts]
1872	1872	in collusion with the debtor in violating the rights of the secured
1873	1873	party.
1874	1874	(b) A transferee of funds from a deposit account takes the
1875	1875	funds free of a security interest in the deposit account if the
1876	1876	transferee receives the funds without acting [unless the transferee
1877	1877	acts] in collusion with the debtor in violating the rights of the
1878	1878	secured party.
1879	1879	(c) A transferee of electronic money takes the money free of
1880	1880	a security interest if the transferee obtains control of the money
1881	1881	without acting in collusion with the debtor in violating the rights
1882	1882	of the secured party.
1883	1883	SECTION 9.32. Section 9.334(f), Business & Commerce Code,
1884	1884	is amended to read as follows:
1885	1885	(f) A security interest in fixtures, whether or not
1886	1886	perfected, has priority over the conflicting interest of an
1887	1887	encumbrancer or owner of the real property if:
1888	1888	(1) the encumbrancer or owner has, in a signed [an
1889	1889	authenticated] record, consented to the security interest or
1890	1890	disclaimed an interest in the goods as fixtures; or
1891	1891	(2) the debtor has a right to remove the goods as
1892	1892	against the encumbrancer or owner.
1893	1893	SECTION 9.33. Section 9.341, Business & Commerce Code, is
1894	1894	amended to read as follows:
1895	1895	Sec. 9.341. BANK'S RIGHTS AND DUTIES WITH RESPECT TO
1896	1896	DEPOSIT ACCOUNT. Except as otherwise provided in Section 9.340(c),
1897	1897	and unless the bank otherwise agrees in a signed [an authenticated]
1898	1898	record, a bank's rights and duties with respect to a deposit account
1899	1899	maintained with the bank are not terminated, suspended, or modified
1900	1900	by:
1901	1901	(1) the creation, attachment, or perfection of a
1902	1902	security interest in the deposit account;
1903	1903	(2) the bank's knowledge of the security interest; or
1904	1904	(3) the bank's receipt of instructions from the
1905	1905	secured party.
1906	1906	SECTION 9.34. Section 9.404(a), Business & Commerce Code,
1907	1907	is amended to read as follows:
1908	1908	(a) Unless an account debtor has made an enforceable
1909	1909	agreement not to assert defenses or claims, and subject to
1910	1910	Subsections (b)-(e), the rights of an assignee are subject to:
1911	1911	(1) all terms of the agreement between the account
1912	1912	debtor and assignor and any defense or claim in recoupment arising
1913	1913	from the transaction that gave rise to the contract; and
1914	1914	(2) any other defense or claim of the account debtor
1915	1915	against the assignor that accrues before the account debtor
1916	1916	receives a notification of the assignment signed [authenticated] by
1917	1917	the assignor or the assignee.
1918	1918	SECTION 9.35. Section 9.406, Business & Commerce Code, is
1919	1919	amended by amending Subsections (a), (b), (c), (d), and (g) and
1920	1920	adding Subsection (l) to read as follows:
1921	1921	(a) Subject to Subsections (b)-(i) and Subsection (l), an
1922	1922	account debtor on an account, chattel paper, or a payment
1923	1923	intangible may discharge its obligation by paying the assignor
1924	1924	until, but not after, the account debtor receives a notification,
1925	1925	signed [authenticated] by the assignor or the assignee, that the
1926	1926	amount due or to become due has been assigned and that payment is to
1927	1927	be made to the assignee. After receipt of the notification, the
1928	1928	account debtor may discharge its obligation by paying the assignee
1929	1929	and may not discharge the obligation by paying the assignor.
1930	1930	(b) Subject to Subsections [Subsection] (h) and (l),
1931	1931	notification is ineffective under Subsection (a):
1932	1932	(1) if it does not reasonably identify the rights
1933	1933	assigned;
1934	1934	(2) to the extent that an agreement between an account
1935	1935	debtor and a seller of a payment intangible limits the account
1936	1936	debtor's duty to pay a person other than the seller and the
1937	1937	limitation is effective under law other than this chapter; or
1938	1938	(3) at the option of an account debtor, if the
1939	1939	notification notifies the account debtor to make less than the full
1940	1940	amount of any installment or other periodic payment to the
1941	1941	assignee, even if:
1942	1942	(A) only a portion of the account, chattel paper,
1943	1943	or payment intangible has been assigned to that assignee;
1944	1944	(B) a portion has been assigned to another
1945	1945	assignee; or
1946	1946	(C) the account debtor knows that the assignment
1947	1947	to that assignee is limited.
1948	1948	(c) Subject to Subsections [Subsection] (h) and (l), if
1949	1949	requested by the account debtor, an assignee shall seasonably
1950	1950	furnish reasonable proof that the assignment has been made. Unless
1951	1951	the assignee complies, the account debtor may discharge its
1952	1952	obligation by paying the assignor, even if the account debtor has
1953	1953	received a notification under Subsection (a).
1954	1954	(d) In this subsection, "promissory note" includes a
1955	1955	negotiable instrument that evidences chattel paper. Except as
1956	1956	otherwise provided in Subsection (e) and Sections 2A.303 and 9.407,
1957	1957	and subject to Subsection (h), a term in an agreement between an
1958	1958	account debtor and an assignor or in a promissory note is
1959	1959	ineffective to the extent that it:
1960	1960	(1) prohibits, restricts, or requires the consent of
1961	1961	the account debtor or person obligated on the promissory note to the
1962	1962	assignment or transfer of, or the creation, attachment, perfection,
1963	1963	or enforcement of a security interest in, the account, chattel
1964	1964	paper, payment intangible, or promissory note; or
1965	1965	(2) provides that the assignment or transfer or the
1966	1966	creation, attachment, perfection, or enforcement of the security
1967	1967	interest may give rise to a default, breach, right of recoupment,
1968	1968	claim, defense, termination, right of termination, or remedy under
1969	1969	the account, chattel paper, payment intangible, or promissory note.
1970	1970	(g) Subject to Subsections [Subsection] (h) and (l), an
1971	1971	account debtor may not waive or vary its option under Subsection
1972	1972	(b)(3).
1973	1973	(l) Subsections (a), (b), (c), and (g) do not apply to a
1974	1974	controllable account or controllable payment intangible.
1975	1975	SECTION 9.36. Section 9.408, Business & Commerce Code, is
1976	1976	amended by adding Subsection (f) to read as follows:
1977	1977	(f) In this section, "promissory note" includes a
1978	1978	negotiable instrument that evidences chattel paper.
1979	1979	SECTION 9.37. Sections 9.509(a) and (b), Business &
1980	1980	Commerce Code, are amended to read as follows:
1981	1981	(a) A person may file an initial financing statement,
1982	1982	amendment that adds collateral covered by a financing statement, or
1983	1983	amendment that adds a debtor to a financing statement only if:
1984	1984	(1) the debtor authorizes the filing in a signed [an
1985	1985	authenticated] record or pursuant to Subsection (b) or (c); or
1986	1986	(2) the person holds an agricultural lien that has
1987	1987	become effective at the time of filing and the financing statement
1988	1988	covers only collateral in which the person holds an agricultural
1989	1989	lien.
1990	1990	(b) By signing [authenticating] or becoming bound as debtor
1991	1991	by a security agreement, a debtor or new debtor authorizes the
1992	1992	filing of an initial financing statement, and an amendment,
1993	1993	covering:
1994	1994	(1) the collateral described in the security
1995	1995	agreement; and
1996	1996	(2) property that becomes collateral under Section
1997	1997	9.315(a)(2), whether or not the security agreement expressly covers
1998	1998	proceeds.
1999	1999	SECTION 9.38. Sections 9.513(b) and (c), Business &
2000	2000	Commerce Code, are amended to read as follows:
2001	2001	(b) To comply with Subsection (a), a secured party shall
2002	2002	cause the secured party of record to file the termination
2003	2003	statement:
2004	2004	(1) within one month after there is no obligation
2005	2005	secured by the collateral covered by the financing statement and no
2006	2006	commitment to make advances, incur an obligation, or otherwise give
2007	2007	value; or
2008	2008	(2) if earlier, within 20 days after the secured party
2009	2009	receives a signed [an authenticated] demand from a debtor.
2010	2010	(c) In cases not governed by Subsection (a), within 20 days
2011	2011	after a secured party receives a signed [an authenticated] demand
2012	2012	from a debtor, the secured party shall cause the secured party of
2013	2013	record for a financing statement to send the debtor a termination
2014	2014	statement for the financing statement or file the termination
2015	2015	statement in the filing office if:
2016	2016	(1) except in the case of a financing statement
2017	2017	covering accounts or chattel paper that has been sold or goods that
2018	2018	are the subject of a consignment, there is no obligation secured by
2019	2019	the collateral covered by the financing statement and no commitment
2020	2020	to make an advance, incur an obligation, or otherwise give value;
2021	2021	(2) the financing statement covers accounts or chattel
2022	2022	paper that has been sold but as to which the account debtor or other
2023	2023	person obligated has discharged its obligation;
2024	2024	(3) the financing statement covers goods that were the
2025	2025	subject of a consignment to the debtor but are not in the debtor's
2026	2026	possession; or
2027	2027	(4) the debtor did not authorize the filing of the
2028	2028	initial financing statement.
2029	2029	SECTION 9.39. Section 9.601(b), Business & Commerce Code,
2030	2030	is amended to read as follows:
2031	2031	(b) A secured party in possession of collateral or control
2032	2032	of collateral under Section 7.106, 9.104, 9.105, 9.1051, 9.106,
2033	2033	[or] 9.107, or 9.1072 has the rights and duties provided in Section
2034	2034	9.207.
2035	2035	SECTION 9.40. Section 9.605, Business & Commerce Code, is
2036	2036	amended to read as follows:
2037	2037	Sec. 9.605. UNKNOWN DEBTOR OR SECONDARY OBLIGOR. (a)
2038	2038	Except as provided in Subsection (b), a [A] secured party does not
2039	2039	owe a duty based on its status as secured party:
2040	2040	(1) to a person that is a debtor or obligor, unless the
2041	2041	secured party knows:
2042	2042	(A) that the person is a debtor or obligor;
2043	2043	(B) the identity of the person; and
2044	2044	(C) how to communicate with the person; or
2045	2045	(2) to a secured party or lienholder that has filed a
2046	2046	financing statement against a person, unless the secured party
2047	2047	knows:
2048	2048	(A) that the person is a debtor; and
2049	2049	(B) the identity of the person.
2050	2050	(b) A secured party owes a duty based on its status as a
2051	2051	secured party to a person if, at the time the secured party obtains
2052	2052	control of collateral that is a controllable account, controllable
2053	2053	electronic record, or controllable payment intangible or at the
2054	2054	time the security interest attaches to the collateral, whichever is
2055	2055	later:
2056	2056	(1) the person is a debtor or obligor; and
2057	2057	(2) the secured party knows that the information in
2058	2058	Subsection (a)(1)(A), (B), or (C) relating to the person is not
2059	2059	provided by the collateral, a record attached to or logically
2060	2060	associated with the collateral, or the system in which the
2061	2061	collateral is recorded.
2062	2062	SECTION 9.41. Section 9.608(a), Business & Commerce Code,
2063	2063	is amended to read as follows:
2064	2064	(a) If a security interest or agricultural lien secures
2065	2065	payment or performance of an obligation, the following rules apply:
2066	2066	(1) A secured party shall apply or pay over for
2067	2067	application the cash proceeds of collection or enforcement under
2068	2068	Section 9.607 in the following order to:
2069	2069	(A) the reasonable expenses of collection and
2070	2070	enforcement and, to the extent provided for by agreement and not
2071	2071	prohibited by law, reasonable attorney's fees and legal expenses
2072	2072	incurred by the secured party;
2073	2073	(B) the satisfaction of obligations secured by
2074	2074	the security interest or agricultural lien under which the
2075	2075	collection or enforcement is made; and
2076	2076	(C) the satisfaction of obligations secured by
2077	2077	any subordinate security interest in or other lien on the
2078	2078	collateral subject to the security interest or agricultural lien
2079	2079	under which the collection or enforcement is made if the secured
2080	2080	party receives a signed [an authenticated] demand for proceeds
2081	2081	before distribution of the proceeds is completed.
2082	2082	(2) If requested by a secured party, a holder of a
2083	2083	subordinate security interest or other lien shall furnish
2084	2084	reasonable proof of the interest or lien within a reasonable time.
2085	2085	Unless the holder complies, the secured party need not comply with
2086	2086	the holder's demand under Subdivision (1)(C).
2087	2087	(3) A secured party need not apply or pay over for
2088	2088	application noncash proceeds of collection and enforcement under
2089	2089	Section 9.607 unless the failure to do so would be commercially
2090	2090	unreasonable. A secured party that applies or pays over for
2091	2091	application noncash proceeds shall do so in a commercially
2092	2092	reasonable manner.
2093	2093	(4) A secured party shall account to and pay a debtor
2094	2094	for any surplus, and the obligor is liable for any deficiency.
2095	2095	SECTION 9.42. Sections 9.611(a), (b), (c), and (e),
2096	2096	Business & Commerce Code, are amended to read as follows:
2097	2097	(a) In this section, "notification date" means the earlier
2098	2098	of the date on which:
2099	2099	(1) a secured party sends to the debtor and any
2100	2100	secondary obligor a signed [an authenticated] notification of
2101	2101	disposition; or
2102	2102	(2) the debtor and any secondary obligor waive the
2103	2103	right to notification.
2104	2104	(b) Except as otherwise provided in Subsection (d), a
2105	2105	secured party that disposes of collateral under Section 9.610 shall
2106	2106	send to the persons specified in Subsection (c) a reasonable signed
2107	2107	[authenticated] notification of disposition.
2108	2108	(c) To comply with Subsection (b), the secured party shall
2109	2109	send a signed [an authenticated] notification of disposition to:
2110	2110	(1) the debtor;
2111	2111	(2) any secondary obligor; and
2112	2112	(3) if the collateral is other than consumer goods:
2113	2113	(A) any other person from which the secured party
2114	2114	has received, before the notification date, a signed [an
2115	2115	authenticated] notification of a claim of an interest in the
2116	2116	collateral;
2117	2117	(B) any other secured party or lienholder that,
2118	2118	10 days before the notification date, held a security interest in or
2119	2119	other lien on the collateral perfected by the filing of a financing
2120	2120	statement that:
2121	2121	(i) identified the collateral;
2122	2122	(ii) was indexed under the debtor's name as
2123	2123	of that date; and
2124	2124	(iii) was filed in the office in which to
2125	2125	file a financing statement against the debtor covering the
2126	2126	collateral as of that date; and
2127	2127	(C) any other secured party that, 10 days before
2128	2128	the notification date, held a security interest in the collateral
2129	2129	perfected by compliance with a statute, regulation, or treaty
2130	2130	described in Section 9.311(a).
2131	2131	(e) A secured party complies with the requirement for
2132	2132	notification prescribed by Subsection (c)(3)(B) if:
2133	2133	(1) not later than 20 days or earlier than 30 days
2134	2134	before the notification date, the secured party requests, in a
2135	2135	commercially reasonable manner, information concerning financing
2136	2136	statements indexed under the debtor's name in the office indicated
2137	2137	in Subsection (c)(3)(B); and
2138	2138	(2) before the notification date, the secured party:
2139	2139	(A) did not receive a response to the request for
2140	2140	information; or
2141	2141	(B) received a response to the request for
2142	2142	information and sent a signed [an authenticated] notification of
2143	2143	disposition to each secured party or other lienholder named in that
2144	2144	response whose financing statement covered the collateral.
2145	2145	SECTION 9.43. Section 9.613, Business & Commerce Code, is
2146	2146	amended to read as follows:
2147	2147	Sec. 9.613. CONTENTS AND FORM OF NOTIFICATION BEFORE
2148	2148	DISPOSITION OF COLLATERAL: GENERAL. (a) Except in a
2149	2149	consumer-goods transaction, the following rules apply:
2150	2150	(1) The contents of a notification of disposition are
2151	2151	sufficient if the notification:
2152	2152	(A) describes the debtor and the secured party;
2153	2153	(B) describes the collateral that is the subject
2154	2154	of the intended disposition;
2155	2155	(C) states the method of intended disposition;
2156	2156	(D) states that the debtor is entitled to an
2157	2157	accounting of the unpaid indebtedness and states the charge, if
2158	2158	any, for an accounting; and
2159	2159	(E) states the time and place of a public
2160	2160	disposition or the time after which any other disposition is to be
2161	2161	made.
2162	2162	(2) Whether the contents of a notification that lacks
2163	2163	any of the information specified in Subdivision (1) are
2164	2164	nevertheless sufficient is a question of fact.
2165	2165	(3) The contents of a notification providing
2166	2166	substantially the information specified in Subdivision (1) are
2167	2167	sufficient, even if the notification includes:
2168	2168	(A) information not specified by that
2169	2169	subdivision; or
2170	2170	(B) minor errors that are not seriously
2171	2171	misleading.
2172	2172	(4) A particular phrasing of the notification is not
2173	2173	required.
2174	2174	(5) The following form of notification and the form
2175	2175	appearing in Section 9.614(a)(3) [9.614(3)], when completed in
2176	2176	accordance with the instructions in Subsection (b) and Section
2177	2177	9.614(b), each provide sufficient information:
2178	2178	NOTIFICATION OF DISPOSITION OF COLLATERAL
2179	2179	To: (Name of debtor, obligor, or other person to which the
2180	2180	notification is sent)
2181	2181	From: (Name, address, and telephone number of secured party)
2182	2182	{1} Name of any debtor that is not an addressee: (Name of each
2183	2183	debtor)
2184	2184	{2} We will sell (describe collateral) (to the highest qualified
2185	2185	bidder) at public sale. A sale could include a lease or license. The
2186	2186	sale will be held as follows:
2187	2187	(Date)
2188	2188	(Time)
2189	2189	(Place)
2190	2190	{3} We will sell (describe collateral) at private sale sometime
2191	2191	after (date). A sale could include a lease or license.
2192	2192	{4} You are entitled to an accounting of the unpaid indebtedness
2193	2193	secured by the property that we intend to sell or, as applicable,
2194	2194	lease or license.
2195	2195	{5} If you request an accounting you must pay a charge of $
2196	2196	(amount).
2197	2197	{6} You may request an accounting by calling us at (telephone
2198	2198	number).
2199	2199	(b) The following instructions apply to the form of
2200	2200	notification in Subsection (a)(5):
2201	2201	(1) The instructions in this subsection refer to the
2202	2202	numbers in braces before items in the form of notification in
2203	2203	Subsection (a)(5). Do not include the numbers or braces in the
2204	2204	notification. The numbers and braces are used only for the purpose
2205	2205	of these instructions.
2206	2206	(2) Include and complete item {1} only if there is a
2207	2207	debtor that is not an addressee of the notification and list the
2208	2208	name or names.
2209	2209	(3) Include and complete either item {2}, if the
2210	2210	notification relates to a public disposition of the collateral, or
2211	2211	item {3}, if the notification relates to a private disposition of
2212	2212	the collateral. If item {2} is included, include the words "to the
2213	2213	highest qualified bidder" only if applicable.
2214	2214	(4) Include and complete items {4} and {6}.
2215	2215	(5) Include and complete item {5} only if the sender
2216	2216	will charge the recipient for an accounting.
2217	2217	[NOTIFICATION OF DISPOSITION OF COLLATERAL
2218	2218	[To: __________________[Name of debtor, obligor, or other person to
2219	2219	which the notification is sent]
2220	2220	[From: ________[Name, address, and telephone number of secured
2221	2221	party]
2222	2222	[Name of Debtor(s): ________________ [Include only if debtor(s) are
2223	2223	not an addressee]
2224	2224	[[For a public disposition:]
2225	2225	[We will sell [or lease or license, as applicable] the [describe
2226	2226	collateral] [to the highest qualified bidder] in public as follows:
2227	2227	[Day and Date: ______ Time: _____ Place: _______[For a private
2228	2228	disposition:]
2229	2229	[We will sell [or lease or license, as applicable] the _________
2230	2230	[describe collateral] privately sometime after _____ [day and
2231	2231	date].
2232	2232	[You are entitled to an accounting of the unpaid indebtedness
2233	2233	secured by the property that we intend to sell [or lease or license,
2234	2234	as applicable] [for a charge of $____]. You may request an
2235	2235	accounting by calling us at ______ [telephone number].]
2236	2236	SECTION 9.44. Section 9.614, Business & Commerce Code, is
2237	2237	amended to read as follows:
2238	2238	Sec. 9.614. CONTENTS AND FORM OF NOTIFICATION BEFORE
2239	2239	DISPOSITION OF COLLATERAL: CONSUMER-GOODS TRANSACTION. (a) In a
2240	2240	consumer-goods transaction, the following rules apply:
2241	2241	(1) A notification of disposition must provide the
2242	2242	following information:
2243	2243	(A) the information specified in Section
2244	2244	9.613(a)(1) [9.613(1)];
2245	2245	(B) a description of any liability for a
2246	2246	deficiency of the person to which the notification is sent;
2247	2247	(C) a telephone number from which the amount that
2248	2248	must be paid to the secured party to redeem the collateral under
2249	2249	Section 9.623 is available; and
2250	2250	(D) a telephone number or mailing address from
2251	2251	which additional information concerning the disposition and the
2252	2252	obligation secured is available.
2253	2253	(2) A particular phrasing of the notification is not
2254	2254	required.
2255	2255	(3) The following form of notification, when completed
2256	2256	in accordance with the instructions in Subsection (b), provides
2257	2257	sufficient information:
2258	2258	(Name and address of secured party)
2259	2259	(Date)
2260	2260	NOTICE OF OUR PLAN TO SELL PROPERTY
2261	2261	(Name and address of any obligor who is also a debtor)
2262	2262	Subject: (Identify transaction)
2263	2263	We have your (describe collateral), because you broke promises in
2264	2264	our agreement.
2265	2265	{1} We will sell (describe collateral) at public sale. A sale could
2266	2266	include a lease or license. The sale will be held as follows:
2267	2267	(Date)
2268	2268	(Time)
2269	2269	(Place)
2270	2270	You may attend the sale and bring bidders if you want.
2271	2271	{2} We will sell (describe collateral) at private sale sometime
2272	2272	after (date). A sale could include a lease or license.
2273	2273	{3} The money that we get from the sale, after paying our costs,
2274	2274	will reduce the amount you owe. If we get less money than you owe,
2275	2275	you (will or will not, as applicable) still owe us the difference.
2276	2276	If we get more money than you owe, you will get the extra money,
2277	2277	unless we must pay it to someone else.
2278	2278	{4} You can get the property back at any time before we sell it by
2279	2279	paying us the full amount you owe, not just the past due payments,
2280	2280	including our expenses. To learn the exact amount you must pay, call
2281	2281	us at (telephone number).
2282	2282	{5} If you want us to explain to you in (writing) (writing or in
2283	2283	(description of electronic record)) (description of electronic
2284	2284	record) how we have figured the amount that you owe us,
2285	2285	{6} call us at (telephone number) (or) (write us at (secured
2286	2286	party's address)) (or contact us by (description of electronic
2287	2287	communication method))
2288	2288	{7} and request (a written explanation) (a written explanation or
2289	2289	an explanation in (description of electronic record)) (an
2290	2290	explanation in (description of electronic record)).
2291	2291	{8} We will charge you $ (amount) for the explanation if we sent you
2292	2292	another written explanation of the amount you owe us within the last
2293	2293	six months.
2294	2294	{9} If you need more information about the sale (call us at
2295	2295	(telephone number)) (or) (write us at (secured party's address))
2296	2296	(or contact us by (description of electronic communication
2297	2297	method)).
2298	2298	{10} We are sending this notice to the following other people who
2299	2299	have an interest in (describe collateral) or who owe money under
2300	2300	your agreement:
2301	2301	(Names of all other debtors and obligors, if any)
2302	2302	[________________ [Name and address of secured party]
2303	2303	[________________ [Date]
2304	2304	[NOTICE OF OUR PLAN TO SELL PROPERTY
2305	2305	[________________ [Name and address of any obligor who is also a
2306	2306	debtor]
2307	2307	[Subject: ___________ [Identification of Transaction]
2308	2308	[We have your _________[describe collateral], because you broke
2309	2309	promises in our agreement.
2310	2310	[[For a public disposition:]
2311	2311	[We will sell _________[describe collateral] at public sale. A
2312	2312	sale could include a lease or license. The sale will be held as
2313	2313	follows:
2314	2314	[Date:_______________________________________
2315	2315	[Time:_______________________________________
2316	2316	[Place:______________________________________
2317	2317	[You may attend the sale and bring bidders if you want.
2318	2318	[[For a private disposition:]
2319	2319	[We will sell ___________[describe collateral] at private sale
2320	2320	sometime after ________[date]. A sale could include a lease or
2321	2321	license.
2322	2322	[The money that we get from the sale (after paying our costs) will
2323	2323	reduce the amount you owe. If we get less money than you owe, you
2324	2324	________[will or will not, as applicable] still owe us the
2325	2325	difference. If we get more money than you owe, you will get the
2326	2326	extra money, unless we must pay it to someone else.
2327	2327	[You can get the property back at any time before we sell it by
2328	2328	paying us the full amount you owe (not just the past due payments),
2329	2329	including our expenses. To learn the exact amount you must pay,
2330	2330	call us at __________[telephone number].
2331	2331	[If you want us to explain to you in writing how we have figured the
2332	2332	amount that you owe us, you may call us at ______[telephone number]
2333	2333	[or write us at _______[secured party's address] ___________] and
2334	2334	request a written explanation. [We will charge you $________ for
2335	2335	the explanation if we sent you another written explanation of the
2336	2336	amount you owe us within the last six months.]
2337	2337	[If you need more information about the sale call us at _________
2338	2338	[telephone number] [or write us at ______ [secured party's address]
2339	2339	_______________].
2340	2340	[We are sending this notice to the following other people who have
2341	2341	an interest in _______________[describe collateral] or who owe
2342	2342	money under your agreement:
2343	2343	[______________________________________ [Names of all other
2344	2344	debtors and obligors, if any]]
2345	2345	(4) A notification in the form of Subdivision (3) is
2346	2346	sufficient, even if additional information appears at the end of
2347	2347	the form.
2348	2348	(5) A notification in the form of Subdivision (3) is
2349	2349	sufficient, even if it includes errors in information not required
2350	2350	by Subdivision (1), unless the error is misleading with respect to
2351	2351	rights arising under this chapter.
2352	2352	(6) If a notification under this section is not in the
2353	2353	form of Subdivision (3), law other than this chapter determines the
2354	2354	effect of including information not required by Subdivision (1).
2355	2355	(b) The following instructions apply to the form of
2356	2356	notification in Subsection (a)(3):
2357	2357	(1) The instructions in this subsection refer to the
2358	2358	numbers in braces before items in the form of notification in
2359	2359	Subsection (a)(3). Do not include the numbers or braces in the
2360	2360	notification. The numbers and braces are used only for the purpose
2361	2361	of these instructions.
2362	2362	(2) Include and complete either item {1}, if the
2363	2363	notification relates to a public disposition of the collateral, or
2364	2364	item {2}, if the notification relates to a private disposition of
2365	2365	the collateral.
2366	2366	(3) Include and complete items {3}, {4}, {5}, {6}, and
2367	2367	{7}.
2368	2368	(4) In item {5}, include and complete any one of the
2369	2369	three alternative methods for the explanation-writing, writing or
2370	2370	electronic record, or electronic record.
2371	2371	(5) In item {6}, include the telephone number. In
2372	2372	addition, the sender may include and complete either or both of the
2373	2373	two additional alternative methods of communication-writing or
2374	2374	electronic communication-for the recipient of the notification to
2375	2375	communicate with the sender. Neither of the two additional methods
2376	2376	of communication is required to be included.
2377	2377	(6) In item {7}, include and complete the method or
2378	2378	methods for the explanation-writing, writing or electronic record,
2379	2379	or electronic record-included in item {5}.
2380	2380	(7) Include and complete item {8} only if a written
2381	2381	explanation is included in item {5} as a method for communicating
2382	2382	the explanation and the sender will charge the recipient for
2383	2383	another written explanation.
2384	2384	(8) In item {9}, include either the telephone number
2385	2385	or the address or both the telephone number and the address. In
2386	2386	addition, the sender may include and complete the additional method
2387	2387	of communication-electronic communication-for the recipient of the
2388	2388	notification to communicate with the sender. The additional method
2389	2389	of electronic communication is not required to be included.
2390	2390	(9) If item {10} does not apply, insert "None" after
2391	2391	"agreement:".
2392	2392	SECTION 9.45. Section 9.615(a), Business & Commerce Code,
2393	2393	is amended to read as follows:
2394	2394	(a) A secured party shall apply or pay over for application
2395	2395	the cash proceeds of disposition under Section 9.610 in the
2396	2396	following order to:
2397	2397	(1) the reasonable expenses of retaking, holding,
2398	2398	preparing for disposition, processing, and disposing and, to the
2399	2399	extent provided for by agreement and not prohibited by law,
2400	2400	reasonable attorney's fees and legal expenses incurred by the
2401	2401	secured party;
2402	2402	(2) the satisfaction of obligations secured by the
2403	2403	security interest or agricultural lien under which the disposition
2404	2404	is made;
2405	2405	(3) the satisfaction of obligations secured by any
2406	2406	subordinate security interest in or other subordinate lien on the
2407	2407	collateral if:
2408	2408	(A) the secured party receives from the holder of
2409	2409	the subordinate security interest or other lien a signed [an
2410	2410	authenticated] demand for proceeds before distribution of the
2411	2411	proceeds is completed; and
2412	2412	(B) in a case in which a consignor has an interest
2413	2413	in the collateral, the subordinate security interest or other lien
2414	2414	is senior to the interest of the consignor; and
2415	2415	(4) a secured party that is a consignor of the
2416	2416	collateral if the secured party receives from the consignor a
2417	2417	signed [an authenticated] demand for proceeds before distribution
2418	2418	of the proceeds is completed.
2419	2419	SECTION 9.46. Sections 9.616(a), (b), and (c), Business &
2420	2420	Commerce Code, are amended to read as follows:
2421	2421	(a) In this section:
2422	2422	(1) "Explanation" means a record [writing] that:
2423	2423	(A) states the amount of the surplus or
2424	2424	deficiency;
2425	2425	(B) provides an explanation in accordance with
2426	2426	Subsection (c) of how the secured party calculated the surplus or
2427	2427	deficiency;
2428	2428	(C) states, if applicable, that future debits,
2429	2429	credits, charges, including additional credit service charges or
2430	2430	interest, rebates, and expenses may affect the amount of the
2431	2431	surplus or deficiency; and
2432	2432	(D) provides a telephone number or mailing
2433	2433	address from which additional information concerning the
2434	2434	transaction is available.
2435	2435	(2) "Request" means a record:
2436	2436	(A) signed [authenticated] by a debtor or
2437	2437	consumer obligor;
2438	2438	(B) requesting that the recipient provide an
2439	2439	explanation; and
2440	2440	(C) sent after disposition of the collateral
2441	2441	under Section 9.610.
2442	2442	(b) In a consumer-goods transaction in which the debtor is
2443	2443	entitled to a surplus or a consumer obligor is liable for a
2444	2444	deficiency under Section 9.615, the secured party shall:
2445	2445	(1) send an explanation to the debtor or consumer
2446	2446	obligor, as applicable, after the disposition and:
2447	2447	(A) before or when the secured party accounts to
2448	2448	the debtor and pays any surplus or first makes [written] demand in a
2449	2449	record on the consumer obligor after the disposition for payment of
2450	2450	the deficiency; and
2451	2451	(B) within 14 days after receipt of a request; or
2452	2452	(2) in the case of a consumer obligor who is liable for
2453	2453	a deficiency, within 14 days after receipt of a request, send to the
2454	2454	consumer obligor a record waiving the secured party's right to a
2455	2455	deficiency.
2456	2456	(c) To comply with Subsection (a)(1)(B), an explanation [a
2457	2457	writing] must provide the following information in the following
2458	2458	order:
2459	2459	(1) the aggregate amount of obligations secured by the
2460	2460	security interest under which the disposition was made and, if the
2461	2461	amount reflects a rebate of unearned interest or credit service
2462	2462	charge, an indication of that fact, calculated as of a specified
2463	2463	date:
2464	2464	(A) if the secured party takes or receives
2465	2465	possession of the collateral after default, not more than 35 days
2466	2466	before the secured party takes or receives possession; or
2467	2467	(B) if the secured party takes or receives
2468	2468	possession of the collateral before default or does not take
2469	2469	possession of the collateral, not more than 35 days before the
2470	2470	disposition;
2471	2471	(2) the amount of proceeds of the disposition;
2472	2472	(3) the aggregate amount of the obligations after
2473	2473	deducting the amount of proceeds;
2474	2474	(4) the amount, in the aggregate or by type, and types
2475	2475	of expenses, including expenses of retaking, holding, preparing for
2476	2476	disposition, processing, and disposing of the collateral, and
2477	2477	attorney's fees secured by the collateral which are known to the
2478	2478	secured party and relate to the current disposition;
2479	2479	(5) the amount, in the aggregate or by type, and types
2480	2480	of credits, including rebates of interest or credit service
2481	2481	charges, to which the obligor is known to be entitled and which are
2482	2482	not reflected in the amount in Subdivision (1); and
2483	2483	(6) the amount of the surplus or deficiency.
2484	2484	SECTION 9.47. Section 9.619(a), Business & Commerce Code,
2485	2485	is amended to read as follows:
2486	2486	(a) In this section, "transfer statement" means a record
2487	2487	signed [authenticated] by a secured party stating:
2488	2488	(1) that the debtor has defaulted in connection with
2489	2489	an obligation secured by specified collateral;
2490	2490	(2) that the secured party has exercised its
2491	2491	post-default remedies with respect to the collateral;
2492	2492	(3) that, by reason of the exercise, a transferee has
2493	2493	acquired the rights of the debtor in the collateral; and
2494	2494	(4) the name and mailing address of the secured party,
2495	2495	debtor, and transferee.
2496	2496	SECTION 9.48. Sections 9.620(a), (b), (c), and (f),
2497	2497	Business & Commerce Code, are amended to read as follows:
2498	2498	(a) Except as otherwise provided in Subsection (g), a
2499	2499	secured party may accept collateral in full or partial satisfaction
2500	2500	of the obligation it secures only if:
2501	2501	(1) the debtor consents to the acceptance under
2502	2502	Subsection (c);
2503	2503	(2) the secured party does not receive, within the
2504	2504	time set forth in Subsection (d), a notification of objection to the
2505	2505	proposal signed [authenticated] by:
2506	2506	(A) a person to which the secured party was
2507	2507	required to send a proposal under Section 9.621; or
2508	2508	(B) any other person, other than the debtor,
2509	2509	holding an interest in the collateral subordinate to the security
2510	2510	interest that is the subject of the proposal;
2511	2511	(3) if the collateral is consumer goods, the
2512	2512	collateral is not in the possession of the debtor when the debtor
2513	2513	consents to the acceptance; and
2514	2514	(4) Subsection (e) does not require the secured party
2515	2515	to dispose of the collateral or the debtor waives the requirement
2516	2516	pursuant to Section 9.624.
2517	2517	(b) A purported or apparent acceptance of collateral under
2518	2518	this section is ineffective unless:
2519	2519	(1) the secured party consents to the acceptance in a
2520	2520	signed [an authenticated] record or sends a proposal to the debtor;
2521	2521	and
2522	2522	(2) the conditions of Subsection (a) are met.
2523	2523	(c) For purposes of this section:
2524	2524	(1) a debtor consents to an acceptance of collateral
2525	2525	in partial satisfaction of the obligation it secures only if the
2526	2526	debtor agrees to the terms of the acceptance in a record signed
2527	2527	[authenticated] after default; and
2528	2528	(2) a debtor consents to an acceptance of collateral
2529	2529	in full satisfaction of the obligation it secures only if the debtor
2530	2530	agrees to the terms of the acceptance in a record signed
2531	2531	[authenticated] after default or the secured party:
2532	2532	(A) sends to the debtor after default a proposal
2533	2533	that is unconditional or subject only to a condition that
2534	2534	collateral not in the possession of the secured party be preserved
2535	2535	or maintained;
2536	2536	(B) in the proposal, proposes to accept
2537	2537	collateral in full satisfaction of the obligation it secures; and
2538	2538	(C) does not receive a notification of objection
2539	2539	signed [authenticated] by the debtor within 20 days after the
2540	2540	proposal is sent.
2541	2541	(f) To comply with Subsection (e), the secured party shall
2542	2542	dispose of the collateral:
2543	2543	(1) within 90 days after taking possession; or
2544	2544	(2) within any longer period to which the debtor and
2545	2545	all secondary obligors have agreed in an agreement to that effect
2546	2546	entered into and signed [authenticated] after default.
2547	2547	SECTION 9.49. Section 9.621(a), Business & Commerce Code,
2548	2548	is amended to read as follows:
2549	2549	(a) A secured party that desires to accept collateral in
2550	2550	full or partial satisfaction of the obligation it secures shall
2551	2551	send its proposal to:
2552	2552	(1) any person from which the secured party has
2553	2553	received, before the debtor consented to the acceptance, a signed
2554	2554	[an authenticated] notification of a claim of an interest in the
2555	2555	collateral;
2556	2556	(2) any other secured party or lienholder that, 10
2557	2557	days before the debtor consented to the acceptance, held a security
2558	2558	interest in or other lien on the collateral perfected by the filing
2559	2559	of a financing statement that:
2560	2560	(A) identified the collateral;
2561	2561	(B) was indexed under the debtor's name as of
2562	2562	that date; and
2563	2563	(C) was filed in the office or offices in which to
2564	2564	file a financing statement against the debtor covering the
2565	2565	collateral as of that date; and
2566	2566	(3) any other secured party that, 10 days before the
2567	2567	debtor consented to the acceptance, held a security interest in the
2568	2568	collateral perfected by compliance with a statute, regulation, or
2569	2569	treaty described in Section 9.311(a).
2570	2570	SECTION 9.50. Section 9.624, Business & Commerce Code, is
2571	2571	amended to read as follows:
2572	2572	Sec. 9.624. WAIVER. (a) A debtor or secondary obligor may
2573	2573	waive the right to notification of disposition of collateral under
2574	2574	Section 9.611 only by an agreement to that effect entered into and
2575	2575	signed [authenticated] after default.
2576	2576	(b) A debtor may waive the right to require disposition of
2577	2577	collateral under Section 9.620(e) only by an agreement to that
2578	2578	effect entered into and signed [authenticated] after default.
2579	2579	(c) Except in a consumer-goods transaction, a debtor or
2580	2580	secondary obligor may waive the right to redeem collateral under
2581	2581	Section 9.623 only by an agreement to that effect entered into and
2582	2582	signed [authenticated] after default.
2583	2583	SECTION 9.51. Section 9.628, Business & Commerce Code, is
2584	2584	amended by amending Subsections (a) and (b) and adding Subsection
2585	2585	(f) to read as follows:
2586	2586	(a) Subject to Subsection (f), unless [Unless] a secured
2587	2587	party knows that a person is a debtor or obligor, knows the identity
2588	2588	of the person, and knows how to communicate with the person:
2589	2589	(1) the secured party is not liable to the person, or
2590	2590	to a secured party or lienholder that has filed a financing
2591	2591	statement against the person, for failure to comply with this
2592	2592	chapter; and
2593	2593	(2) the secured party's failure to comply with this
2594	2594	chapter does not affect the liability of the person for a
2595	2595	deficiency.
2596	2596	(b) Subject to Subsection (f), a [A] secured party is not
2597	2597	liable because of its status as secured party:
2598	2598	(1) to a person that is a debtor or obligor, unless the
2599	2599	secured party knows:
2600	2600	(A) that the person is a debtor or obligor;
2601	2601	(B) the identity of the person; and
2602	2602	(C) how to communicate with the person; or
2603	2603	(2) to a secured party or lienholder that has filed a
2604	2604	financing statement against a person, unless the secured party
2605	2605	knows:
2606	2606	(A) that the person is a debtor; and
2607	2607	(B) the identity of the person.
2608	2608	(f) Subsections (a) and (b) do not apply to limit the
2609	2609	liability of a secured party to a person if, at the time the secured
2610	2610	party obtains control of collateral that is a controllable account,
2611	2611	controllable electronic record, or controllable payment intangible
2612	2612	or at the time the security interest attaches to the collateral,
2613	2613	whichever is later:
2614	2614	(1) the person is a debtor or obligor; and
2615	2615	(2) the secured party knows that the information in
2616	2616	Subsection (b)(1)(A), (B), or (C) relating to the person is not
2617	2617	provided by the collateral, a record attached to or logically
2618	2618	associated with the collateral, or the system in which the
2619	2619	collateral is recorded.
2620	2620	ARTICLE 10. CONTROLLABLE ELECTRONIC RECORDS
2621	2621	SECTION 10.01. Title 1, Business & Commerce Code, is
2622	2622	amended by adding Chapters 12A and 12B to read as follows:
2623	2623	CHAPTER 12A. CONTROLLABLE ELECTRONIC RECORDS
2624	2624	Sec. 12A.101. TITLE. This chapter may be cited as Uniform
2625	2625	Commercial Code - Controllable Electronic Records.
2626	2626	Sec. 12A.102. DEFINITIONS. (a) In this chapter:
2627	2627	(1) "Controllable electronic record" means a record
2628	2628	stored in an electronic medium that can be subjected to control
2629	2629	under Section 12A.105. The term does not include a controllable
2630	2630	account, a controllable payment intangible, a deposit account, an
2631	2631	electronic copy of a record evidencing chattel paper, an electronic
2632	2632	document of title, electronic money, investment property, or a
2633	2633	transferable record.
2634	2634	(2) "Qualifying purchaser" means a purchaser of a
2635	2635	controllable electronic record or an interest in a controllable
2636	2636	electronic record that obtains control of the controllable
2637	2637	electronic record for value, in good faith, and without notice of a
2638	2638	claim of a property right in the controllable electronic record.
2639	2639	(3) "Transferable record" has the meaning provided for
2640	2640	that term in:
2641	2641	(A) Section 201(a)(1) of the Electronic
2642	2642	Signatures in Global and National Commerce Act, 15 U.S.C. Section
2643	2643	7021(a)(1), as amended; or
2644	2644	(B) Section 322.016(a) of this code.
2645	2645	(4) "Value" has the meaning provided in Section
2646	2646	3.303(a), as if references in that subsection to an "instrument"
2647	2647	were references to a controllable account, controllable electronic
2648	2648	record, or controllable payment intangible.
2649	2649	(b) The definitions in Chapter 9 of "account debtor,"
2650	2650	"controllable account," "controllable payment intangible,"
2651	2651	"chattel paper," "deposit account," "electronic money," and
2652	2652	"investment property" apply to this chapter.
2653	2653	(c) Chapter 1 contains general definitions and principles
2654	2654	of construction and interpretation applicable throughout this
2655	2655	chapter.
2656	2656	Sec. 12A.103. RELATION TO CHAPTER 9 AND CONSUMER LAWS. (a)
2657	2657	If there is conflict between this chapter and Chapter 9, Chapter 9
2658	2658	governs.
2659	2659	(b) A transaction subject to this chapter is subject to any
2660	2660	applicable rule of law that establishes a different rule for
2661	2661	consumers and to:
2662	2662	(1) Title 4, Finance Code; and
2663	2663	(2) Subchapter E, Chapter 17, of this code.
2664	2664	Sec. 12A.104. RIGHTS IN CONTROLLABLE ACCOUNT, CONTROLLABLE
2665	2665	ELECTRONIC RECORD, AND CONTROLLABLE PAYMENT INTANGIBLE. (a) This
2666	2666	section applies to the acquisition and purchase of rights in a
2667	2667	controllable account or controllable payment intangible, including
2668	2668	the rights and benefits under Subsections (c), (d), (e), (g), and
2669	2669	(h) of a purchaser and qualifying purchaser, in the same manner this
2670	2670	section applies to a controllable electronic record.
2671	2671	(b) To determine whether a purchaser of a controllable
2672	2672	account or a controllable payment intangible is a qualifying
2673	2673	purchaser, the purchaser obtains control of the account or payment
2674	2674	intangible if it obtains control of the controllable electronic
2675	2675	record that evidences the account or payment intangible.
2676	2676	(c) Except as provided in this section, law other than this
2677	2677	chapter determines whether a person acquires a right in a
2678	2678	controllable electronic record and the right the person acquires.
2679	2679	(d) A purchaser of a controllable electronic record
2680	2680	acquires all rights in the controllable electronic record that the
2681	2681	transferor had or had power to transfer, except that a purchaser of
2682	2682	a limited interest in a controllable electronic record acquires
2683	2683	rights only to the extent of the interest purchased.
2684	2684	(e) A qualifying purchaser acquires its rights in the
2685	2685	controllable electronic record free of a claim of a property right
2686	2686	in the controllable electronic record.
2687	2687	(f) Except as provided in Subsections (a) and (e) for a
2688	2688	controllable account and a controllable payment intangible or law
2689	2689	other than this chapter, a qualifying purchaser takes a right to
2690	2690	payment, right to performance, or other interest in property
2691	2691	evidenced by the controllable electronic record subject to a claim
2692	2692	of a property right in the right to payment, right to performance,
2693	2693	or other interest in property.
2694	2694	(g) An action may not be asserted against a qualifying
2695	2695	purchaser based on both a purchase by the qualifying purchaser of a
2696	2696	controllable electronic record and a claim of a property right in
2697	2697	another controllable electronic record, whether the action is
2698	2698	framed in conversion, replevin, constructive trust, equitable
2699	2699	lien, or other theory.
2700	2700	(h) Filing of a financing statement under Chapter 9 is not
2701	2701	notice of a claim of a property right in a controllable electronic
2702	2702	record.
2703	2703	Sec. 12A.105. CONTROL OF CONTROLLABLE ELECTRONIC RECORD.
2704	2704	(a) A person has control of a controllable electronic record if the
2705	2705	electronic record, a record attached to or logically associated
2706	2706	with the electronic record, or a system in which the electronic
2707	2707	record is recorded:
2708	2708	(1) gives the person:
2709	2709	(A) power to avail itself of substantially all
2710	2710	the benefit from the electronic record; and
2711	2711	(B) exclusive power, subject to Subsection (b),
2712	2712	to:
2713	2713	(i) prevent others from availing themselves
2714	2714	of substantially all the benefit from the electronic record; and
2715	2715	(ii) transfer control of the electronic
2716	2716	record to another person or cause another person to obtain control
2717	2717	of another controllable electronic record as a result of the
2718	2718	transfer of the electronic record; and
2719	2719	(2) enables the person readily to identify itself in
2720	2720	any way, including by name, identifying number, cryptographic key,
2721	2721	office, or account number, as having the powers specified in
2722	2722	Subdivision (1).
2723	2723	(b) Subject to Subsection (c), a power is exclusive under
2724	2724	Subsections (a)(1)(B)(i) and (ii) even if:
2725	2725	(1) the controllable electronic record, a record
2726	2726	attached to or logically associated with the electronic record, or
2727	2727	a system in which the electronic record is recorded limits the use
2728	2728	of the electronic record or has a protocol programmed to cause a
2729	2729	change, including a transfer or loss of control or a modification of
2730	2730	benefits afforded by the electronic record; or
2731	2731	(2) the power is shared with another person.
2732	2732	(c) A power of a person is not shared with another person
2733	2733	under Subsection (b)(2) and the person's power is not exclusive if:
2734	2734	(1) the person can exercise the power only if the power
2735	2735	also is exercised by the other person; and
2736	2736	(2) the other person:
2737	2737	(A) can exercise the power without exercise of
2738	2738	the power by the person; or
2739	2739	(B) is the transferor to the person of an
2740	2740	interest in the controllable electronic record or a controllable
2741	2741	account or controllable payment intangible evidenced by the
2742	2742	controllable electronic record.
2743	2743	(d) If a person has the powers specified in Subsections
2744	2744	(a)(1)(B)(i) and (ii), the powers are presumed to be exclusive.
2745	2745	(e) A person has control of a controllable electronic record
2746	2746	if another person, other than the transferor to the person of an
2747	2747	interest in the controllable electronic record or a controllable
2748	2748	account or controllable payment intangible evidenced by the
2749	2749	controllable electronic record:
2750	2750	(1) has control of the electronic record and
2751	2751	acknowledges that it has control on behalf of the person; or
2752	2752	(2) obtains control of the electronic record after
2753	2753	having acknowledged that it will obtain control of the electronic
2754	2754	record on behalf of the person.
2755	2755	(f) A person that has control under this section is not
2756	2756	required to acknowledge that it has control on behalf of another
2757	2757	person.
2758	2758	(g) If a person acknowledges that it has or will obtain
2759	2759	control on behalf of another person, unless the person otherwise
2760	2760	agrees or law other than this chapter or Chapter 9 otherwise
2761	2761	provides, the person does not owe any duty to the other person and
2762	2762	is not required to confirm the acknowledgment to any other person.
2763	2763	Sec. 12A.106. DISCHARGE OF ACCOUNT DEBTOR ON CONTROLLABLE
2764	2764	ACCOUNT OR CONTROLLABLE PAYMENT INTANGIBLE. (a) An account debtor
2765	2765	on a controllable account or controllable payment intangible may
2766	2766	discharge its obligation by paying:
2767	2767	(1) the person having control of the controllable
2768	2768	electronic record that evidences the controllable account or
2769	2769	controllable payment intangible; or
2770	2770	(2) except as provided in Subsection (b), a person
2771	2771	that formerly had control of the controllable electronic record.
2772	2772	(b) Subject to Subsection (d), the account debtor may not
2773	2773	discharge its obligation by paying a person that formerly had
2774	2774	control of the controllable electronic record if the account debtor
2775	2775	receives a notification that:
2776	2776	(1) is signed by a person that formerly had control or
2777	2777	the person to which control was transferred;
2778	2778	(2) reasonably identifies the controllable account or
2779	2779	controllable payment intangible;
2780	2780	(3) notifies the account debtor that control of the
2781	2781	controllable electronic record that evidences the controllable
2782	2782	account or controllable payment intangible was transferred;
2783	2783	(4) identifies the transferee, in any reasonable way,
2784	2784	including by name, identifying number, cryptographic key, office,
2785	2785	or account number; and
2786	2786	(5) provides a commercially reasonable method by which
2787	2787	the account debtor is to pay the transferee.
2788	2788	(c) After receipt of a notification that complies with
2789	2789	Subsection (b), the account debtor may discharge its obligation by
2790	2790	paying in accordance with the notification and may not discharge
2791	2791	the obligation by paying a person that formerly had control.
2792	2792	(d) Subject to Subsection (h), notification is ineffective
2793	2793	under Subsection (b):
2794	2794	(1) unless, before the notification is sent, the
2795	2795	account debtor and the person that, at that time, had control of the
2796	2796	controllable electronic record that evidences the controllable
2797	2797	account or controllable payment intangible agree in a signed record
2798	2798	to a commercially reasonable method by which a person may furnish
2799	2799	reasonable proof that control has been transferred;
2800	2800	(2) to the extent an agreement between the account
2801	2801	debtor and seller of a payment intangible limits the account
2802	2802	debtor's duty to pay a person other than the seller and the
2803	2803	limitation is effective under law other than this chapter; or
2804	2804	(3) at the option of the account debtor, if the
2805	2805	notification notifies the account debtor to:
2806	2806	(A) divide a payment;
2807	2807	(B) make less than the full amount of an
2808	2808	installment or other periodic payment; or
2809	2809	(C) pay any part of a payment by more than one
2810	2810	method or to more than one person.
2811	2811	(e) Subject to Subsection (h), if requested by the account
2812	2812	debtor, the person giving the notification under Subsection (b)
2813	2813	seasonably shall furnish reasonable proof, using the method in the
2814	2814	agreement referred to in Subsection (d)(1), that control of the
2815	2815	controllable electronic record has been transferred. Unless the
2816	2816	person complies with the request, the account debtor may discharge
2817	2817	its obligation by paying a person that formerly had control, even if
2818	2818	the account debtor has received a notification under Subsection
2819	2819	(b).
2820	2820	(f) A person furnishes reasonable proof under Subsection
2821	2821	(e) that control has been transferred if the person demonstrates,
2822	2822	using the method in the agreement referred to in Subsection (d)(1),
2823	2823	that the transferee has the power to:
2824	2824	(1) avail itself of substantially all the benefit from
2825	2825	the controllable electronic record;
2826	2826	(2) prevent others from availing themselves of
2827	2827	substantially all the benefit from the controllable electronic
2828	2828	record; and
2829	2829	(3) transfer the powers specified in Subdivisions (1)
2830	2830	and (2) to another person.
2831	2831	(g) Subject to Subsection (h), an account debtor may not
2832	2832	waive or vary its rights under Subsections (d)(1) and (e) or its
2833	2833	option under Subsection (d)(3).
2834	2834	(h) This section is subject to law other than this chapter
2835	2835	which establishes a different rule for an account debtor who is an
2836	2836	individual and who incurred the obligation primarily for personal,
2837	2837	family, or household purposes.
2838	2838	Sec. 12A.107. GOVERNING LAW. (a) Except as provided in
2839	2839	Subsection (b), the local law of a controllable electronic record's
2840	2840	jurisdiction governs a matter covered by this chapter.
2841	2841	(b) For a controllable electronic record that evidences a
2842	2842	controllable account or controllable payment intangible, the local
2843	2843	law of the controllable electronic record's jurisdiction governs a
2844	2844	matter covered by Section 12A.106 unless an effective agreement
2845	2845	determines that the local law of another jurisdiction governs.
2846	2846	(c) The following rules determine a controllable electronic
2847	2847	record's jurisdiction under this section:
2848	2848	(1) If the controllable electronic record, or a record
2849	2849	attached to or logically associated with the controllable
2850	2850	electronic record and readily available for review, expressly
2851	2851	provides that a particular jurisdiction is the controllable
2852	2852	electronic record's jurisdiction for purposes of this chapter or
2853	2853	this title, that jurisdiction is the controllable electronic
2854	2854	record's jurisdiction.
2855	2855	(2) If Subdivision (1) does not apply and the rules of
2856	2856	the system in which the controllable electronic record is recorded
2857	2857	are readily available for review and expressly provide that a
2858	2858	particular jurisdiction is the controllable electronic record's
2859	2859	jurisdiction for purposes of this chapter or this title, that
2860	2860	jurisdiction is the controllable electronic record's jurisdiction.
2861	2861	(3) If Subdivisions (1) and (2) do not apply and the
2862	2862	controllable electronic record, or a record attached to or
2863	2863	logically associated with the controllable electronic record and
2864	2864	readily available for review, expressly provides that the
2865	2865	controllable electronic record is governed by the law of a
2866	2866	particular jurisdiction, that jurisdiction is the controllable
2867	2867	electronic record's jurisdiction.
2868	2868	(4) If Subdivisions (1), (2), and (3) do not apply and
2869	2869	the rules of the system in which the controllable electronic record
2870	2870	is recorded are readily available for review and expressly provide
2871	2871	that the controllable electronic record or the system is governed
2872	2872	by the law of a particular jurisdiction, that jurisdiction is the
2873	2873	controllable electronic record's jurisdiction.
2874	2874	(5) If Subdivisions (1) through (4) do not apply, the
2875	2875	controllable electronic record's jurisdiction is the District of
2876	2876	Columbia.
2877	2877	(d) If Subsection (c)(5) applies and Chapter 12 is not in
2878	2878	effect in the District of Columbia without material modification,
2879	2879	the governing law for a matter covered by this chapter is the law of
2880	2880	the District of Columbia as though Chapter 12 were in effect in the
2881	2881	District of Columbia without material modification. In this
2882	2882	subsection, "Chapter 12" means Chapter 12 of Uniform Commercial
2883	2883	Code Amendments (2022).
2884	2884	(e) To the extent Subsections (a) and (b) provide that the
2885	2885	local law of the controllable electronic record's jurisdiction
2886	2886	governs a matter covered by this chapter, that law governs even if
2887	2887	the matter or a transaction to which the matter relates does not
2888	2888	bear any relation to the controllable electronic record's
2889	2889	jurisdiction.
2890	2890	CHAPTER 12B. TRANSITIONAL PROVISIONS FOR UNIFORM COMMERCIAL CODE
2891	2891	AMENDMENTS (2022)
2892	2892	SUBCHAPTER A. GENERAL PROVISIONS AND DEFINITIONS
2893	2893	Sec. 12B.101. TITLE. This chapter may be cited as
2894	2894	Transitional Provisions for Uniform Commercial Code Amendments
2895	2895	(2022).
2896	2896	Sec. 12B.102. DEFINITIONS. (a) In this chapter:
2897	2897	(1) "Adjustment date" means July 1, 2025.
2898	2898	(2) "Amending act" means the Act of the 88th
2899	2899	Legislature, Regular Session, 2023, that enacted this chapter.
2900	2900	(3) "Chapter 12A property" means a controllable
2901	2901	account, controllable electronic record, or controllable payment
2902	2902	intangible.
2903	2903	(4) "Repealed Chapter 12" means former Chapter 12 as
2904	2904	that chapter existed immediately before repeal by the amending act.
2905	2905	(b) The following definitions in other chapters of this
2906	2906	title apply to this chapter.
2907	2907	"Controllable account"Section 9.102.
2908	2908	"Controllable electronic record"Section 12A.102.
2909	2909	"Controllable payment intangible"Section 9.102.
2910	2910	"Electronic money"Section 9.102.
2911	2911	"Financing statement"Section 9.102.
2912	2912	(c) Chapter 1 contains general definitions and principles
2913	2913	of construction and interpretation applicable throughout this
2914	2914	chapter.
2915	2915	SUBCHAPTER B. GENERAL TRANSITIONAL PROVISION
2916	2916	Sec. 12B.201. SAVING CLAUSE. Except as provided in
2917	2917	Subchapter C, a transaction validly entered into before September
2918	2918	1, 2023, and the rights, duties, and interests flowing from the
2919	2919	transaction remain valid thereafter and may be terminated,
2920	2920	completed, consummated, or enforced as required or permitted by law
2921	2921	other than this title or, if applicable, this title, as though the
2922	2922	amending act had not taken effect.
2923	2923	SUBCHAPTER C. TRANSITIONAL PROVISIONS FOR CHAPTERS 9, 12, and 12A
2924	2924	Sec. 12B.301. SAVING CLAUSE. (a) Except as provided in
2925	2925	this subchapter, Chapter 9, as amended by the amending act, and
2926	2926	Chapter 12A, as added by the amending act, apply to a transaction,
2927	2927	lien, or other interest in property, even if the transaction, lien,
2928	2928	or interest was entered into, created, or acquired before September
2929	2929	1, 2023.
2930	2930	(b) Except as provided in Subsection (c) and Sections
2931	2931	12B.302 through 12B.306:
2932	2932	(1) a transaction, lien, or interest in property that
2933	2933	was validly entered into, created, or transferred before September
2934	2934	1, 2023, and was not governed by this title, but would be subject to
2935	2935	Chapter 9, as amended by the amending act, or Chapter 12A, as added
2936	2936	by the amending act, if it had been entered into, created, or
2937	2937	transferred on or after September 1, 2023, including the rights,
2938	2938	duties, and interests flowing from the transaction, lien, or
2939	2939	interest, remains valid on and after September 1, 2023; and
2940	2940	(2) the transaction, lien, or interest in property may
2941	2941	be terminated, completed, consummated, and enforced as required or
2942	2942	permitted by the amending act or by the law that would apply if the
2943	2943	amending act had not taken effect.
2944	2944	(c) Notwithstanding any other provision of this chapter:
2945	2945	(1) virtual currency under repealed Chapter 12 and
2946	2946	Chapter 9, as that chapter existed before its amendment by the
2947	2947	amending act, constitutes a controllable electronic record under
2948	2948	Chapter 9, as amended by the amending act, and Chapter 12A, as added
2949	2949	by the amending act; and
2950	2950	(2) control of a virtual currency accomplished under
2951	2951	repealed Chapter 12 constitutes control of a controllable
2952	2952	electronic record under Chapter 9, as amended by the amending act,
2953	2953	and Chapter 12A, as added by the amending act.
2954	2954	(d) The amending act does not affect an action, case, or
2955	2955	proceeding commenced before September 1, 2023.
2956	2956	Sec. 12B.302. SECURITY INTEREST PERFECTED BEFORE EFFECTIVE
2957	2957	DATE. (a) A security interest that is enforceable and perfected
2958	2958	immediately before September 1, 2023, is a perfected security
2959	2959	interest under this title, as amended by the amending act, if, on
2960	2960	September 1, 2023, the requirements for enforceability and
2961	2961	perfection under this title, as amended by the amending act, are
2962	2962	satisfied without further action.
2963	2963	(b) If a security interest is enforceable and perfected
2964	2964	immediately before September 1, 2023, but the requirements for
2965	2965	enforceability or perfection under this title, as amended by the
2966	2966	amending act, are not satisfied on September 1, 2023, the security
2967	2967	interest:
2968	2968	(1) is a perfected security interest until the earlier
2969	2969	of the time perfection would have ceased under the law in effect
2970	2970	immediately before September 1, 2023, or the adjustment date;
2971	2971	(2) remains enforceable thereafter only if the
2972	2972	security interest satisfies the requirements for enforceability
2973	2973	under Section 9.203, as amended by the amending act, before the
2974	2974	adjustment date; and
2975	2975	(3) remains perfected thereafter only if the
2976	2976	requirements for perfection under the title, as amended by the
2977	2977	amending act, are satisfied before the time specified in
2978	2978	Subdivision (1).
2979	2979	Sec. 12B.303. SECURITY INTEREST UNPERFECTED BEFORE
2980	2980	EFFECTIVE DATE. A security interest that is enforceable
2981	2981	immediately before September 1, 2023, but is unperfected at that
2982	2982	time:
2983	2983	(1) remains an enforceable security interest until the
2984	2984	adjustment date;
2985	2985	(2) remains enforceable thereafter if the security
2986	2986	interest becomes enforceable under Section 9.203, as amended by the
2987	2987	amending act, on September 1, 2023, or before the adjustment date;
2988	2988	and
2989	2989	(3) becomes perfected:
2990	2990	(A) without further action, on September 1, 2023,
2991	2991	if the requirements for perfection under this title, as amended by
2992	2992	the amending act, are satisfied before or at that time; or
2993	2993	(B) when the requirements for perfection are
2994	2994	satisfied if the requirements are satisfied after that time.
2995	2995	Sec. 12B.304. EFFECTIVENESS OF ACTION TAKEN BEFORE
2996	2996	EFFECTIVE DATE. (a) If action, other than the filing of a
2997	2997	financing statement, is taken before September 1, 2023, and the
2998	2998	action would have resulted in perfection of the security interest
2999	2999	had the security interest become enforceable before September 1,
3000	3000	2023, the action is effective to perfect a security interest that
3001	3001	attaches under this title, as amended by the amending act, before
3002	3002	the adjustment date. An attached security interest becomes
3003	3003	unperfected on the adjustment date unless the security interest
3004	3004	becomes a perfected security interest under this title, as amended
3005	3005	by the amending act, before the adjustment date.
3006	3006	(b) The filing of a financing statement before September 1,
3007	3007	2023, is effective to perfect a security interest on September 1,
3008	3008	2023, to the extent the filing would satisfy the requirements for
3009	3009	perfection under this title, as amended by the amending act.
3010	3010	(c) The taking of an action before September 1, 2023, is
3011	3011	sufficient for the enforceability of a security interest on
3012	3012	September 1, 2023, if the action would satisfy the requirements for
3013	3013	enforceability under this title, as amended by the amending act.
3014	3014	Sec. 12B.305. PRIORITY. (a) Subject to Subsections (b) and
3015	3015	(c), this title, as amended by the amending act, determines the
3016	3016	priority of conflicting claims to collateral.
3017	3017	(b) Subject to Subsection (c), if the priorities of claims
3018	3018	to collateral were established before September 1, 2023, Chapter 9,
3019	3019	as in effect immediately before September 1, 2023, determines
3020	3020	priority.
3021	3021	(c) On the adjustment date, to the extent the priorities
3022	3022	determined by Chapter 9, as amended by the amending act, modify the
3023	3023	priorities established before September 1, 2023, the priorities of
3024	3024	claims to Chapter 12A property and electronic money established
3025	3025	before September 1, 2023, cease to apply.
3026	3026	Sec. 12B.306. PRIORITY OF CLAIMS WHEN PRIORITY RULES OF
3027	3027	CHAPTER 9 DO NOT APPLY. (a) Subject to Subsections (b) and (c),
3028	3028	Chapter 12A determines the priority of conflicting claims to
3029	3029	Chapter 12A property when the priority rules of Chapter 9, as
3030	3030	amended by the amending act, do not apply.
3031	3031	(b) Subject to Subsection (c), when the priority rules of
3032	3032	Chapter 9, as amended by the amending act, do not apply and the
3033	3033	priorities of claims to Chapter 12A property were established
3034	3034	before September 1, 2023, law other than Chapter 12A determines
3035	3035	priority.
3036	3036	(c) When the priority rules of Chapter 9, as amended by the
3037	3037	amending act, do not apply, to the extent the priorities determined
3038	3038	by this title, as amended by the amending act, modify the priorities
3039	3039	established before September 1, 2023, the priorities of claims to
3040	3040	Chapter 12A property established before September 1, 2023, cease to
3041	3041	apply on the adjustment date.
3042	3042	ARTICLE 11. REPEALERS
3043	3043	SECTION 11.01. The following provisions of Title 1,
3044	3044	Business & Commerce Code, are repealed:
3045	3045	(1) Section 7.102(a)(12);
3046	3046	(2) Sections 9.102(a)(7), (31), (75), and (79);
3047	3047	(3) Section 9.1071; and
3048	3048	(4) Chapter 12.
3049	3049	ARTICLE 12. EFFECTIVE DATE
3050	3050	SECTION 12.01. This Act takes effect September 1, 2023.
3051	3051
3052	3052	Appropriate person Section 8.107
3053	3053
3054	3054	Control Section 8.106
3055	3055
3056	3056	Controllable account Section 9.102
3057	3057
3058	3058	Controllable electronic record Section 12A.102
3059	3059
3060	3060	Controllable payment intangible Section 9.102
3061	3061
3062	3062	Delivery Section 8.301
3063	3063
3064	3064	Investment company security Section 8.103
3065	3065
3066	3066	Issuer Section 8.201
3067	3067
3068	3068	Overissue Section 8.210
3069	3069
3070	3070	Protected purchaser Section 8.303
3071	3071
3072	3072	Securities account Section 8.501
3073	3073
3074	3074	"Applicant" Section 5.102.
3075	3075
3076	3076	"Beneficiary" Section 5.102.
3077	3077
3078	3078	"Broker" Section 8.102.
3079	3079
3080	3080	"Certificated security" Section 8.102.
3081	3081
3082	3082	"Check" Section 3.104.
3083	3083
3084	3084	"Clearing corporation" Section 8.102.
3085	3085
3086	3086	"Contract for sale" Section 2.106.
3087	3087
3088	3088	["Control" (with respect to a ] [Section 7.106.]
3089	3089
3090	3090	[] [Section 7.106.]
3091	3091
3092	3092	"Controllable electronic record" Section 12A.102.
3093	3093
3094	3094	"Customer" Section 4.104.
3095	3095
3096	3096	"Entitlement holder" Section 8.102.
3097	3097
3098	3098	"Financial asset" Section 8.102.
3099	3099
3100	3100	"Holder in due course" Section 3.302.
3101	3101
3102	3102	"Issuer" (with respect to a letter of credit
3103	3103
3104	3104	"Issuer" (with respect to a letter of credit
3105	3105
3106	3106	or letter-of-credit right) Section 5.102.
3107	3107
3108	3108	"Issuer" (with respect to a security) Section 8.201.
3109	3109
3110	3110	"Issuer" (with respect to a security) Section 8.201.
3111	3111
3112	3112	"Lease" Section 2A.103.
3113	3113
3114	3114	"Lease agreement" Section 2A.103.
3115	3115
3116	3116	"Lease contract" Section 2A.103.
3117	3117
3118	3118	"Leasehold interest" Section 2A.103.
3119	3119
3120	3120	"Lessee" Section 2A.103.
3121	3121
3122	3122	"Lessee in ordinary course of business" Section 2A.103.
3123	3123
3124	3124	"Lessee in ordinary course of business" Section 2A.103.
3125	3125
3126	3126	"Lessor" Section 2A.103.
3127	3127
3128	3128	"Lessor's residual interest" Section 2A.103.
3129	3129
3130	3130	"Letter of credit" Section 5.102.
3131	3131
3132	3132	"Merchant" Section 2.104.
3133	3133
3134	3134	"Negotiable instrument" Section 3.104.
3135	3135
3136	3136	"Nominated person" Section 5.102.
3137	3137
3138	3138	"Note" Section 3.104.
3139	3139
3140	3140	"Proceeds of a letter of credit" Section 5.114.
3141	3141
3142	3142	"Protected purchaser" Section 8.303.
3143	3143
3144	3144	"Prove" Section 3.103.
3145	3145
3146	3146	"Qualifying purchaser" Section 12A.102.
3147	3147
3148	3148	"Sale" Section 2.106.
3149	3149
3150	3150	"Securities account" Section 8.501.
3151	3151
3152	3152	"Securities intermediary" Section 8.102.
3153	3153
3154	3154	"Security" Section 8.102.
3155	3155
3156	3156	"Security certificate" Section 8.102.
3157	3157
3158	3158	"Security entitlement" Section 8.102.
3159	3159
3160	3160	"Uncertificated security" Section 8.102.
3161	3161
3162	3162	["Virtual currency"] [Section 12.001.]