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[Introduced][Amended][Status][Bill Documents][Fiscal Note][Bills Directory]

S.B. 168 Enrolled

                 

UNIFORM COMMERCIAL CODE - ARTICLE 9

                 
- SECURED TRANSACTIONS

                 
2000 GENERAL SESSION

                 
STATE OF UTAH

                 
Sponsor: Lyle W. Hillyard

                  AN ACT RELATING TO THE UNIFORM COMMERCIAL CODE; REPEALING THE
                  FORMER CHAPTER 9; ADOPTING THE NEW UNIFORM ARTICLE 9 WITH CHANGES;
                  INCLUDING GENERAL PROVISIONS; ADDRESSING EFFECTIVENESS OF SECURITY
                  AGREEMENTS; ADDRESSING ATTACHMENT OF SECURITY INTERESTS;
                  ADDRESSING RIGHTS OF PARTIES TO SECURITY AGREEMENTS; ADDRESSING
                  PERFECTION AND PRIORITY; ADDRESSING RIGHTS OF THIRD PARTIES;
                  ADDRESSING FILING; ADDRESSING DEFAULT; ADDRESSING THE TRANSITION
                  FROM THE OLD TO THE NEW LAW; MAKING TECHNICAL CHANGES; AND
                  PROVIDING AN EFFECTIVE DATE.
                  This act affects sections of Utah Code Annotated 1953 as follows:
                  AMENDS:
                      15-4-6.5, as enacted by Chapter 257, Laws of Utah 1991
                      25-6-9, as enacted by Chapter 59, Laws of Utah 1988
                      31A-22-419, as last amended by Chapter 204, Laws of Utah 1986
                      38-7-2.5, as enacted by Chapter 167, Laws of Utah 1996
                      38-8-2, as last amended by Chapter 66, Laws of Utah 1984
                      38-12-102, as enacted by Chapter 323, Laws of Utah 1995
                      38-12-103, as enacted by Chapter 323, Laws of Utah 1995
                      41-1a-223, as renumbered and amended by Chapter 1, Laws of Utah 1992
                      41-1a-601, as renumbered and amended by Chapter 1, Laws of Utah 1992
                      41-1a-606, as renumbered and amended by Chapter 1, Laws of Utah 1992
                      57-3-102, as renumbered and amended by Chapter 61 and last amended by Chapter 85,
                  Laws of Utah 1998
                      57-16-9, as enacted by Chapter 178, Laws of Utah 1981


                      58-37-13, as last amended by Chapters 198 and 294, Laws of Utah 1996
                      70A-1-105, as last amended by Chapter 241, Laws of Utah 1997
                      70A-1-201, as last amended by Chapter 13, Laws of Utah 1998
                      70A-1-206, as last amended by Chapter 204, Laws of Utah 1996
                      70A-2-103, as last amended by Chapter 10, Laws of Utah 1997
                      70A-2-210, as enacted by Chapter 154, Laws of Utah 1965
                      70A-2-326, as enacted by Chapter 154, Laws of Utah 1965
                      70A-2-502, as enacted by Chapter 154, Laws of Utah 1965
                      70A-2-716, as enacted by Chapter 154, Laws of Utah 1965
                      70A-2a-103, as last amended by Chapter 237, Laws of Utah 1993
                      70A-2a-303, as last amended by Chapter 237, Laws of Utah 1993
                      70A-2a-307, as last amended by Chapter 237, Laws of Utah 1993
                      70A-2a-309, as last amended by Chapter 237, Laws of Utah 1993
                      70A-3-605, as repealed and reenacted by Chapter 237, Laws of Utah 1993
                      70A-4-210, as repealed and reenacted by Chapter 237, Laws of Utah 1993
                      70A-5-114, as repealed and reenacted by Chapter 241, Laws of Utah 1997
                      70A-7-503, as enacted by Chapter 154, Laws of Utah 1965
                      70A-8-102, as repealed and reenacted by Chapter 204, Laws of Utah 1996
                      70A-8-105, as repealed and reenacted by Chapter 204, Laws of Utah 1996
                      70A-8-109, as enacted by Chapter 204, Laws of Utah 1996
                      70A-8-301, as repealed and reenacted by Chapter 204, Laws of Utah 1996
                      70A-8-302, as repealed and reenacted by Chapter 204, Laws of Utah 1996
                      70A-8-510, as enacted by Chapter 204, Laws of Utah 1996
                  ENACTS:
                      57-3-108, Utah Code Annotated 1953
                      70A-5-120, Utah Code Annotated 1953
                      70A-9a-101, Utah Code Annotated 1953
                      70A-9a-102, Utah Code Annotated 1953

- 2 -


                      70A-9a-102.1, Utah Code Annotated 1953
                      70A-9a-103, Utah Code Annotated 1953
                      70A-9a-104, Utah Code Annotated 1953
                      70A-9a-105, Utah Code Annotated 1953
                      70A-9a-106, Utah Code Annotated 1953
                      70A-9a-107, Utah Code Annotated 1953
                      70A-9a-108, Utah Code Annotated 1953
                      70A-9a-109, Utah Code Annotated 1953
                      70A-9a-110, Utah Code Annotated 1953
                      70A-9a-201, Utah Code Annotated 1953
                      70A-9a-202, Utah Code Annotated 1953
                      70A-9a-203, Utah Code Annotated 1953
                      70A-9a-204, Utah Code Annotated 1953
                      70A-9a-205, Utah Code Annotated 1953
                      70A-9a-206, Utah Code Annotated 1953
                      70A-9a-207, Utah Code Annotated 1953
                      70A-9a-208, Utah Code Annotated 1953
                      70A-9a-209, Utah Code Annotated 1953
                      70A-9a-210, Utah Code Annotated 1953
                      70A-9a-301, Utah Code Annotated 1953
                      70A-9a-302, Utah Code Annotated 1953
                      70A-9a-303, Utah Code Annotated 1953
                      70A-9a-304, Utah Code Annotated 1953
                      70A-9a-305, Utah Code Annotated 1953
                      70A-9a-306, Utah Code Annotated 1953
                      70A-9a-307, Utah Code Annotated 1953
                      70A-9a-308, Utah Code Annotated 1953
                      70A-9a-309, Utah Code Annotated 1953

- 3 -


                      70A-9a-310, Utah Code Annotated 1953
                      70A-9a-311, Utah Code Annotated 1953
                      70A-9a-312, Utah Code Annotated 1953
                      70A-9a-313, Utah Code Annotated 1953
                      70A-9a-314, Utah Code Annotated 1953
                      70A-9a-315, Utah Code Annotated 1953
                      70A-9a-316, Utah Code Annotated 1953
                      70A-9a-317, Utah Code Annotated 1953
                      70A-9a-318, Utah Code Annotated 1953
                      70A-9a-319, Utah Code Annotated 1953
                      70A-9a-320, Utah Code Annotated 1953
                      70A-9a-321, Utah Code Annotated 1953
                      70A-9a-322, Utah Code Annotated 1953
                      70A-9a-323, Utah Code Annotated 1953
                      70A-9a-324, Utah Code Annotated 1953
                      70A-9a-325, Utah Code Annotated 1953
                      70A-9a-326, Utah Code Annotated 1953
                      70A-9a-327, Utah Code Annotated 1953
                      70A-9a-328, Utah Code Annotated 1953
                      70A-9a-329, Utah Code Annotated 1953
                      70A-9a-330, Utah Code Annotated 1953
                      70A-9a-331, Utah Code Annotated 1953
                      70A-9a-332, Utah Code Annotated 1953
                      70A-9a-333, Utah Code Annotated 1953
                      70A-9a-334, Utah Code Annotated 1953
                      70A-9a-335, Utah Code Annotated 1953
                      70A-9a-336, Utah Code Annotated 1953
                      70A-9a-337, Utah Code Annotated 1953

- 4 -


                      70A-9a-338, Utah Code Annotated 1953
                      70A-9a-339, Utah Code Annotated 1953
                      70A-9a-340, Utah Code Annotated 1953
                      70A-9a-341, Utah Code Annotated 1953
                      70A-9a-342, Utah Code Annotated 1953
                      70A-9a-401, Utah Code Annotated 1953
                      70A-9a-402, Utah Code Annotated 1953
                      70A-9a-403, Utah Code Annotated 1953
                      70A-9a-404, Utah Code Annotated 1953
                      70A-9a-405, Utah Code Annotated 1953
                      70A-9a-406, Utah Code Annotated 1953
                      70A-9a-407, Utah Code Annotated 1953
                      70A-9a-408, Utah Code Annotated 1953
                      70A-9a-409, Utah Code Annotated 1953
                      70A-9a-501, Utah Code Annotated 1953
                      70A-9a-502, Utah Code Annotated 1953
                      70A-9a-503, Utah Code Annotated 1953
                      70A-9a-504, Utah Code Annotated 1953
                      70A-9a-505, Utah Code Annotated 1953
                      70A-9a-506, Utah Code Annotated 1953
                      70A-9a-507, Utah Code Annotated 1953
                      70A-9a-508, Utah Code Annotated 1953
                      70A-9a-509, Utah Code Annotated 1953
                      70A-9a-510, Utah Code Annotated 1953
                      70A-9a-511, Utah Code Annotated 1953
                      70A-9a-512, Utah Code Annotated 1953
                      70A-9a-513, Utah Code Annotated 1953
                      70A-9a-514, Utah Code Annotated 1953

- 5 -


                      70A-9a-515, Utah Code Annotated 1953
                      70A-9a-516, Utah Code Annotated 1953
                      70A-9a-517, Utah Code Annotated 1953
                      70A-9a-518, Utah Code Annotated 1953
                      70A-9a-519, Utah Code Annotated 1953
                      70A-9a-520, Utah Code Annotated 1953
                      70A-9a-521, Utah Code Annotated 1953
                      70A-9a-522, Utah Code Annotated 1953
                      70A-9a-523, Utah Code Annotated 1953
                      70A-9a-524, Utah Code Annotated 1953
                      70A-9a-525, Utah Code Annotated 1953
                      70A-9a-526, Utah Code Annotated 1953
                      70A-9a-527, Utah Code Annotated 1953
                      70A-9a-601, Utah Code Annotated 1953
                      70A-9a-602, Utah Code Annotated 1953
                      70A-9a-603, Utah Code Annotated 1953
                      70A-9a-604, Utah Code Annotated 1953
                      70A-9a-605, Utah Code Annotated 1953
                      70A-9a-606, Utah Code Annotated 1953
                      70A-9a-607, Utah Code Annotated 1953
                      70A-9a-608, Utah Code Annotated 1953
                      70A-9a-609, Utah Code Annotated 1953
                      70A-9a-610, Utah Code Annotated 1953
                      70A-9a-611, Utah Code Annotated 1953
                      70A-9a-612, Utah Code Annotated 1953
                      70A-9a-613, Utah Code Annotated 1953
                      70A-9a-614, Utah Code Annotated 1953
                      70A-9a-615, Utah Code Annotated 1953

- 6 -


                      70A-9a-616, Utah Code Annotated 1953
                      70A-9a-617, Utah Code Annotated 1953
                      70A-9a-618, Utah Code Annotated 1953
                      70A-9a-619, Utah Code Annotated 1953
                      70A-9a-620, Utah Code Annotated 1953
                      70A-9a-621, Utah Code Annotated 1953
                      70A-9a-622, Utah Code Annotated 1953
                      70A-9a-623, Utah Code Annotated 1953
                      70A-9a-624, Utah Code Annotated 1953
                      70A-9a-625, Utah Code Annotated 1953
                      70A-9a-626, Utah Code Annotated 1953
                      70A-9a-627, Utah Code Annotated 1953
                      70A-9a-628, Utah Code Annotated 1953
                      70A-9a-701, Utah Code Annotated 1953
                      70A-9a-702, Utah Code Annotated 1953
                      70A-9a-703, Utah Code Annotated 1953
                      70A-9a-704, Utah Code Annotated 1953
                      70A-9a-705, Utah Code Annotated 1953
                      70A-9a-706, Utah Code Annotated 1953
                      70A-9a-707, Utah Code Annotated 1953
                      70A-9a-708, Utah Code Annotated 1953
                      70A-9a-709, Utah Code Annotated 1953
                  REPEALS AND REENACTS:
                      70A-5-118, as enacted by Chapter 241, Laws of Utah 1997
                      70A-5-119, as enacted by Chapter 241, Laws of Utah 1997
                  REPEALS:
                      70A-9-101, as enacted by Chapter 154, Laws of Utah 1965
                      70A-9-102, as last amended by Chapter 172, Laws of Utah 1996

- 7 -


                      70A-9-103, as last amended by Chapter 241, Laws of Utah 1997
                      70A-9-104, as last amended by Chapter 241, Laws of Utah 1997
                      70A-9-105, as last amended by Chapter 241, Laws of Utah 1997
                      70A-9-106, as last amended by Chapter 241, Laws of Utah 1997
                      70A-9-107, as enacted by Chapter 154, Laws of Utah 1965
                      70A-9-108, as enacted by Chapter 154, Laws of Utah 1965
                      70A-9-109, as enacted by Chapter 154, Laws of Utah 1965
                      70A-9-110, as enacted by Chapter 154, Laws of Utah 1965
                      70A-9-112, as enacted by Chapter 154, Laws of Utah 1965
                      70A-9-113, as last amended by Chapter 5, Laws of Utah 1991
                      70A-9-114, as enacted by Chapter 272, Laws of Utah 1977
                      70A-9-115, as enacted by Chapter 204, Laws of Utah 1996
                      70A-9-116, as enacted by Chapter 204, Laws of Utah 1996
                      70A-9-201, as enacted by Chapter 154, Laws of Utah 1965
                      70A-9-202, as enacted by Chapter 154, Laws of Utah 1965
                      70A-9-203, as last amended by Chapter 204, Laws of Utah 1996
                      70A-9-204, as enacted by Chapter 272, Laws of Utah 1977
                      70A-9-205, as last amended by Chapter 272, Laws of Utah 1977
                      70A-9-206, as enacted by Chapter 154, Laws of Utah 1965
                      70A-9-207, as enacted by Chapter 154, Laws of Utah 1965
                      70A-9-208, as enacted by Chapter 154, Laws of Utah 1965
                      70A-9-301, as last amended by Chapter 204, Laws of Utah 1996
                      70A-9-302, as last amended by Chapter 204, Laws of Utah 1996
                      70A-9-303, as last amended by Chapter 204, Laws of Utah 1996
                      70A-9-304, as last amended by Chapter 241, Laws of Utah 1997
                      70A-9-305, as last amended by Chapter 241, Laws of Utah 1997
                      70A-9-306, as last amended by Chapter 204, Laws of Utah 1996
                      70A-9-307, as last amended by Chapter 114, Laws of Utah 1986

- 8 -


                      70A-9-308, as enacted by Chapter 272, Laws of Utah 1977
                      70A-9-309, as last amended by Chapter 204, Laws of Utah 1996
                      70A-9-310, as enacted by Chapter 154, Laws of Utah 1965
                      70A-9-311, as enacted by Chapter 154, Laws of Utah 1965
                      70A-9-312, as last amended by Chapter 204, Laws of Utah 1996
                      70A-9-313, as last amended by Chapter 5, Laws of Utah 1991
                      70A-9-314, as enacted by Chapter 154, Laws of Utah 1965
                      70A-9-315, as enacted by Chapter 154, Laws of Utah 1965
                      70A-9-316, as enacted by Chapter 154, Laws of Utah 1965
                      70A-9-317, as enacted by Chapter 154, Laws of Utah 1965
                      70A-9-318, as last amended by Chapter 197, Laws of Utah 1990
                      70A-9-400, as last amended by Chapter 92, Laws of Utah 1987
                      70A-9-401, as last amended by Chapter 66, Laws of Utah 1984
                      70A-9-402, as last amended by Chapter 232, Laws of Utah 1999
                      70A-9-403, as last amended by Chapter 172, Laws of Utah 1996
                      70A-9-404, as last amended by Chapter 147, Laws of Utah 1994
                      70A-9-405, as last amended by Chapter 313, Laws of Utah 1994
                      70A-9-406, as last amended by Chapter 313, Laws of Utah 1994
                      70A-9-407, as last amended by Chapter 313, Laws of Utah 1994
                      70A-9-408, as last amended by Chapter 272, Laws of Utah 1977
                      70A-9-409, as last amended by Chapter 178, Laws of Utah 1985
                      70A-9-501, as last amended by Chapter 272, Laws of Utah 1977
                      70A-9-502, as last amended by Chapter 272, Laws of Utah 1977
                      70A-9-503, as enacted by Chapter 154, Laws of Utah 1965
                      70A-9-504, as last amended by Chapter 272, Laws of Utah 1977
                      70A-9-505, as last amended by Chapter 272, Laws of Utah 1977
                      70A-9-506, as enacted by Chapter 154, Laws of Utah 1965
                      70A-9-507, as enacted by Chapter 154, Laws of Utah 1965

- 9 -


                  Be it enacted by the Legislature of the state of Utah:
                      Section 1. Section 15-4-6.5 is amended to read:
                       15-4-6.5. Divorce or separate maintenance of co-obligors.
                      (1) On the entering of a decree of divorce or separate maintenance of joint debtors in
                  contract, the claim of a creditor remains unchanged unless otherwise provided by the contract or until
                  a new contract is entered into between the creditor and the debtors individually.
                      (2) In addition to [his] the creditor's duties as a secured party under [Section 70A-9-112 ]
                  Title 70A, Chapter 9a, Uniform Commercial Code -- Secured Transactions, and [his] the creditor's
                  duties as a trustee or beneficiary of a trust deed under Title 57, Chapter 1, Conveyances, a creditor,
                  who has been notified by service of a copy of a court order under [Sections] Section 30-3-5 or 30-4-3
                  that the debtors are divorced or living separately under an order for separate maintenance, and who
                  has been expressly advised of the separate, current addresses of the debtors either by the court order
                  or by other written notice, shall provide to the debtors individually all statements, notices, and other
                  similar correspondence required by law or by the contract.
                      (3) (a) Except as provided in Subsection (3)(b), a creditor may continue to make negative
                  credit reports of joint debtors under Section 70C-7-107 and may report the repayment practices or
                  credit history of joint debtors under Title 7, Chapter 14, Credit Information Exchange.
                      (b) With respect to a debtor who is not ordered by the court under Sections 30-3-5 or 30-4-3
                  to make payments on a joint obligation, no negative credit report under Section 70C-7-107 , and no
                  report of the debtor's repayment practices or credit history under Title 7, Chapter 14, Credit
                  Information Exchange, may be made regarding the joint obligation after the creditor is served notice
                  of the court's order as required under Subsection (2), unless the creditor has made a demand on the
                  debtor for payment because of the failure to make payments by the other debtor, who is ordered by
                  the court to make the payments.
                      Section 2. Section 25-6-9 is amended to read:
                       25-6-9. Good faith transfer.
                      (1) A transfer or obligation is not voidable under Subsection 25-6-5 (1)(a) against a person
                  who took in good faith and for a reasonably equivalent value or against any subsequent transferee or

- 10 -


                  obligee.
                      (2) Except as otherwise provided in this section, to the extent a transfer is voidable in an
                  action by a creditor under Subsection 25-6-8 (1)(a), the creditor may recover judgment for the value
                  of the asset transferred, as adjusted under Subsection (3), or the amount necessary to satisfy the
                  creditor's claim, whichever is less. The judgment may be entered against:
                      (a) the first transferee of the asset or the person for whose benefit the transfer was made; or
                      (b) any subsequent transferee other than a good faith transferee who took for value or from
                  any subsequent transferee.
                      (3) If the judgment under Subsection (2) is based upon the value of the asset transferred, the
                  judgment must be for an amount equal to the value of the asset at the time of the transfer, subject to
                  an adjustment as equities may require.
                      (4) Notwithstanding voidability of a transfer or an obligation under this chapter, a good-faith
                  transferee or obligee is entitled, to the extent of the value given the debtor for the transfer or
                  obligation, to:
                      (a) a lien on or a right to retain any interest in the asset transferred;
                      (b) enforcement of any obligation incurred; or
                      (c) a reduction in the amount of the liability on the judgment.
                      (5) A transfer is not voidable under Subsection 25-6-5 (1)(b) or Section 25-6-6 if the transfer
                  results from:
                      (a) termination of a lease upon default by the debtor when the termination is pursuant to the
                  lease and applicable law; or
                      (b) enforcement of a security interest in compliance with Title 70A, Chapter 9a, [the]
                  Uniform Commercial Code -- Secured Transactions.
                      (6) A transfer is not voidable under Subsection 25-6-6 (2):
                      (a) to the extent the insider gave new value to or for the benefit of the debtor after the
                  transfer was made unless the new value was secured by a valid lien;
                      (b) if made in the ordinary course of business or financial affairs of the debtor and the insider;
                  or

- 11 -


                      (c) if made pursuant to a good-faith effort to rehabilitate the debtor and the transfer secured
                  present value given for that purpose as well as an antecedent debt of the debtor.
                      Section 3. Section 31A-22-419 is amended to read:
                       31A-22-419. Insurer's purchase of and loans on policies.
                      Any life insurer may purchase for its own benefit any policy of insurance or other obligation
                  of the company and any claim of its policyholders. The insurer may also lend to the holders of
                  policies of the company a sum which does not exceed the sum of the cash value of the policies and
                  the surplus or dividend additions to the policies. The policies and all additions to them shall be
                  security for payment of the loan. An insurer's security interest in a policy under this section need not
                  be filed under Title 70A, Chapter 9a, Uniform Commercial Code -- Secured Transactions, to be
                  perfected.
                      Section 4. Section 38-7-2.5 is amended to read:
                       38-7-2.5. Failure to notify -- Effect -- Penalty.
                      (1) (a) A person who fails to meet the notice requirements of Subsections 38-7-2 (1) and (2)
                  is precluded from receiving an award of costs and attorneys' fees from the person against whom a
                  notice of lien has been filed in an action to enforce the lien if costs and attorneys' fees are authorized
                  by contract or statute.
                      (b) Subsection (1)(a) does not create a right to costs and attorneys' fees.
                      (2) In addition to the penalties provided in Subsection (1)(a), a lien claimant who, within 20
                  days from the date of receiving notice of noncompliance with the notice requirements of Subsection
                  38-7-2 (1) or (2), willfully refuses to release the notice of lien or record the lien in compliance with
                  Section 38-7-2 is liable to the person against whom the notice of lien was filed for $1,000 or for
                  treble damages, whichever is greater.
                      (3) Failure to meet the notice requirements of Subsections 38-7-2 (1) and (2) does not:
                      (a) invalidate any lien arising at common law or in equity or by any statute of this state; or
                      (b) affect the rules of priority provided in Title 70A, Chapter 9a, [Part 3] Uniform
                  Commercial Code -- Secured Transactions.
                      Section 5. Section 38-8-2 is amended to read:

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                       38-8-2. Lien against stored property -- Attachment and duration -- Search for
                  financing statement prerequisite to enforcement of lien.
                      (1) Where a rental agreement, as defined in Subsection 38-8-1 (6), is entered into between
                  the owner and the occupant, the owner of the self-service storage facility and [his] the owner's heirs,
                  executors, administrators, successors, and assigns have a lien upon all personal property located at
                  the self-service storage facility for rent, labor, or other charges, present or future, in relation to the
                  personal property and for expenses necessary for its preservation or expenses reasonably incurred in
                  its sale or other disposition under this chapter.
                      (2) The lien described in Subsection (1) attaches as of the date the personal property is
                  brought to the self-service storage facility and continues so long as the owner retains possession and
                  until any default is corrected, or a sale pursuant to a default is conducted, or the property is otherwise
                  disposed of to satisfy the lien.
                      (3) (a) Before taking enforcement action under Section 38-8-3 , the owner shall determine
                  if a financing statement filed in accordance with [Section 70A-9-401 , et seq.] Title 70A, Chapter 9a,
                  Part 5, Filing, has been filed with the Division of Corporations and Commercial Code concerning the
                  property to be sold or otherwise disposed of.
                      (b) A security interest evidenced by a financing statement filed in accordance with Title 70A,
                  Chapter 9a, Part 5, Filing, has priority over the lien provided by this section.
                      Section 6. Section 38-12-102 is amended to read:
                       38-12-102. Notice requirements for lien filings -- Exceptions.
                      (1) No later than 30 days after the day on which a lien claimant or the lien claimant's
                  authorized agent files for recordation a notice of lien meeting the requirements of Subsection (2) with
                  a county recorder, county clerk, or clerk of the court, a lien claimant or the lien claimant's agent shall
                  send by certified mail a written copy of the notice of lien to the last-known address of the person
                  against whom the notice of lien is filed.
                      (2) The notice of lien shall contain the following information:
                      (a) the name and address of the person against whom the lien is filed;
                      (b) (i) a statement that certain property owned by the person against whom the lien is filed

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                  is subject to a lien;
                      (ii) the amount of the judgment, settlement, or compromise if the lien is based on a charge
                  against or interest in a judgment, settlement, or compromise; or
                      (iii) the amount of state taxes owed;
                      (c) the article number contained on the certified mail receipt;
                      (d) the date the notice of lien was filed; and
                      (e) the name and address of the lien claimant.
                      (3) The notice requirements of Subsections (1) and (2) do not apply to a:
                      (a) mechanics' lien as provided in Title 38, Chapter 1, Mechanics' Liens;
                      (b) lessors' lien as provided in Title 38, Chapter 3, Lessors' Liens;
                      (c) federal tax lien as provided in Title 38, Chapter 6, Federal Tax Liens;
                      (d) hospital lien as provided in Title 38, Chapter 7, Hospital Lien Law;
                      (e) self-service storage facilities lien as provided in Title 38, Chapter 8, Self-Service Storage
                  Facilities;
                      (f) oil, gas, or mining lien as provided in Title 38, Chapter 10, Oil, Gas, and Mining Liens;
                      (g) claim against the Residence Lien Recovery Fund as provided in Title 38, Chapter 11,
                  Residence Lien Restriction and Lien Recovery Fund Act;
                      (h) trust deed;
                      (i) mortgage;
                      (j) interests subject to a security agreement as defined in [Subsection 70A-9-105 (l)] Section
                  70A-9a-102 ; or
                      (k) other liens subject to the same or stricter notice requirements than those imposed by
                  Subsections (1) and (2).
                      Section 7. Section 38-12-103 is amended to read:
                       38-12-103. Failure to notify -- Effect -- Penalty.
                      (1) (a) A person who fails to meet the notice requirements of Subsections 38-12-102 (1) and
                  (2) is precluded from receiving an award of costs and attorneys' fees from the person against whom
                  a notice of lien has been filed in an action to enforce the lien if costs and attorneys' fees are authorized

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                  by contract or statute.
                      (b) Subsection (1)(a) does not create a right to costs and attorneys' fees.
                      (2) In addition to the penalties provided in Subsection (1)(a), a lien claimant who, within 20
                  days from the date of receiving notice of noncompliance with the notice requirements of Subsection
                  38-12-102 (1) or (2), willfully refuses to release the notice of lien or record the lien in compliance with
                  Section 38-12-102 is liable to the person against whom the notice of lien was filed for $1,000 or for
                  treble damages, whichever is greater.
                      (3) Failure to meet the notice requirements of Subsections 38-12-102 (1) and (2) does not:
                      (a) invalidate any lien arising at common law or in equity or by any statute of this state; or
                      (b) affect the rules of priority provided in Title 70A, Chapter 9a, [Part 3] Uniform
                  Commercial Code -- Secured Transactions.
                      Section 8. Section 41-1a-223 is amended to read:
                       41-1a-223. Registration without Utah title.
                      (1) (a) If the owner of a vehicle operating interstate and registered in another state desires
                  to retain registration of the vehicle in the other state, the applicant need not surrender but shall submit
                  for inspection evidences of out-of-state registration.
                      (b) The division upon a proper showing shall register the vehicle in this state.
                      (2) (a) If a person is relocating from another jurisdiction and establishing residence in this
                  state, whether temporary or permanent, and that person has a vehicle registered and titled in another
                  jurisdiction and is not able to surrender title to the vehicle being registered in Utah because title is
                  physically held by a lienholder, the division may register the vehicle without issuing a Utah title.
                      (b) Notwithstanding [the provisions of] Section [ 70A-9-103 ] 70A-9a-316 , the registration
                  of a vehicle under this section does not alter or affect the rights or security interest of any lienholder
                  in another jurisdiction.
                      Section 9. Section 41-1a-601 is amended to read:
                       41-1a-601. Lien validity -- Security interest.
                      (1) Except as provided under Subsection (2), a lien upon a vehicle, vessel, or outboard
                  motor, except a lien dependent upon possession, is not valid against the creditors of an owner

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                  acquiring a lien by levy or attachment, or subsequent purchasers, or encumbrancers without notice
                  until Sections 41-1a-602 through 41-1a-606 have been complied with.
                      (2) Security interests in inventory consisting in part of vehicles subject to registration under
                  this chapter, that are held for sale by a person in the business of selling goods of that kind, shall be
                  perfected under Section [ 70A-9-302 ] 70A-9a-310 , except that buyers in the ordinary course of
                  business, as defined in Section 70A-1-201 , take free of the security interests as provided in Section
                  [ 70A-9-307 ] 70A-9a-320 .
                      Section 10. Section 41-1a-606 is amended to read:
                       41-1a-606. Method of giving notice -- Exceptions.
                      The method provided in Sections 41-1a-602 through 41-1a-605 , for giving constructive notice
                  of a lien or encumbrance upon a registered vehicle is exclusive except for liens dependent upon
                  possession and any lien or encumbrance filed as provided under this chapter, which are exempt from
                  the provisions of Section [ 70A-9-302 ] 70A-9a-311 , and other provisions of law that otherwise
                  require or relate to the recording or filing of instruments creating or evidencing title retention or other
                  liens or encumbrances upon vehicles of a type subject to registration under this chapter.
                      Section 11. Section 57-3-102 is amended to read:
                       57-3-102. Record imparts notice -- Change in interest rate -- Validity of document --
                  Notice of unnamed interests -- Conveyance by grantee.
                      (1) Each document executed, acknowledged, and certified, in the manner prescribed by this
                  title, each original document or certified copy of a document complying with Section 57-4a-3 ,
                  whether or not acknowledged, each copy of a notice of location complying with Section 40-1-4 , and
                  each financing statement complying with Section [ 70A-9-402 ] 70A-9a-502 , whether or not
                  acknowledged shall, from the time of recording with the appropriate county recorder, impart notice
                  to all persons of their contents.
                      (2) If a recorded document was given as security, a change in the interest rate in accordance
                  with the terms of an agreement pertaining to the underlying secured obligation does not affect the
                  notice or alter the priority of the document provided under Subsection (1).
                      (3) This section does not affect the validity of a document with respect to the parties to the

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                  document and all other persons who have notice of the document.
                      (4) The fact that a recorded document recites only a nominal consideration, names the
                  grantee as trustee, or otherwise purports to be in trust without naming beneficiaries or stating the
                  terms of the trust does not charge any third person with notice of any interest of the grantor or of the
                  interest of any other person not named in the document.
                      (5) The grantee in a recorded document may convey the interest granted to him free and clear
                  of all claims not disclosed in the document in which he appears as grantee or in any other document
                  recorded in accordance with this title that sets forth the names of the beneficiaries, specifies the
                  interest claimed, and describes the real property subject to the interest.
                      Section 12. Section 57-3-108 is enacted to read:
                      57-3-108. Financing statements not subject to title.
                      This title does not apply to a financing statement filed or recorded in a filing office described
                  in Subsection 70A-9a-501 (1)(a) that:
                      (1) covers as-extracted collateral or timber to be cut; or
                      (2) (a) is filed as a fixture filing; and
                      (b) covers goods that are or are to become fixtures.
                      Section 13. Section 57-16-9 is amended to read:
                       57-16-9. Lienholder's liability for rent and fees.
                      Notwithstanding [the provisions of] Section 38-3-2 and Section [ 70A-9-317 ] 70A-9a-402 ,
                  the lienholder of record of a mobile home is primarily liable to the mobile home park owner or
                  operator for rent and service charges if a mobile home is not removed within [10] ten days after
                  receipt of written notice that a mobile home has been abandoned or that a writ of restitution has been
                  issued. The lienholder, however, is only liable for rent that accrues after receipt of such notice.
                      Section 14. Section 58-37-13 is amended to read:
                       58-37-13. Property subject to forfeiture -- Seizure -- Procedure.
                      (1) As used in this section:
                      (a) "Complaint" means a verified civil in rem complaint seeking forfeiture or any criminal
                  information or indictment which contains or is amended to include a demand for forfeiture of a

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                  defendant's in personam interest in any property which is subject to forfeiture.
                      (b) "Drug distributing paraphernalia" means any property used or designed to be used in the
                  illegal transportation, storage, shipping, or circulation of a controlled substance. Property is
                  considered "designed to be used" for one or more of the above-listed purposes if the property has
                  been altered or modified to include a feature or device which would actually promote or conceal a
                  violation of this chapter.
                      (c) "Drug manufacturing equipment or supplies" includes any illegally possessed controlled
                  substance precursor, or any chemical, laboratory equipment, or laboratory supplies possessed with
                  intent to engage in clandestine laboratory operation as defined in Section 58-37d-3 .
                      (d) "Interest holder" means a secured party as defined in [Section 70A-9-105 (1)(m)] Section
                  70A-9a-102 , a mortgagee, lien creditor, or the beneficiary of a security interest or encumbrance
                  pertaining to an interest in property, whose interest would be perfected against a good faith purchaser
                  for value. A person who holds property for the benefit of or as an agent or nominee for another, or
                  who is not in substantial compliance with any statute requiring an interest in property to be recorded
                  or reflected in public records in order to perfect the interest against a good faith purchaser for value,
                  is not an interest holder.
                      (e) "Proceeds" means property acquired directly or indirectly from, produced through,
                  realized through, or caused by an act or omission and includes any property of any kind without
                  reduction for expenses incurred in the acquisition, maintenance, or production of that property, or
                  any other purpose.
                      (f) "Resolution of criminal charges" occurs at the time a claimant who is also charged with
                  violations under Title 58, Chapters 37, 37a, 37b, 37c, or 37d enters a plea, upon return of a jury
                  verdict or court ruling in a criminal trial, or upon dismissal of the criminal charge.
                      (g) "Violation of this chapter" means any conduct prohibited by Title 58, Chapters 37, 37a,
                  37b, 37c, or 37d or any conduct occurring outside the state which would be a violation of the laws
                  of the place where the conduct occurred and which would be a violation of Title 58, Chapters 37,
                  37a, 37b, 37c, or 37d if the conduct had occurred in this state.
                      (2) The following are subject to forfeiture and no property right exists in them:

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                      (a) all controlled substances which have been manufactured, distributed, dispensed, or
                  acquired in violation of this chapter;
                      (b) all raw materials, products, and equipment of any kind used, or intended for use, in
                  manufacturing, compounding, processing, delivering, importing, or exporting any controlled
                  substance in violation of this chapter;
                      (c) all property used or intended for use as a container for property described in Subsections
                  (2)(a) and (2)(b);
                      (d) all hypodermic needles, syringes, and other paraphernalia, not including capsules used
                  with health food supplements and herbs, used or intended for use to administer controlled substances
                  in violation of this chapter;
                      (e) all conveyances including aircraft, vehicles, or vessels used or intended for use, to
                  transport, or in any manner facilitate the transportation, sale, receipt, simple possession, or
                  concealment of property described in Subsections (2)(a) and (2)(b), except that:
                      (i) a conveyance used by any person as a common carrier in the transaction of business as a
                  common carrier may not be forfeited under this section unless the owner or other person in charge
                  of the conveyance was a consenting party or knew or had reason to know of the violation of this
                  chapter;
                      (ii) a conveyance may not be forfeited under this section by reason of any act or omission
                  committed or omitted without the owner's knowledge or consent; and
                      (iii) any forfeiture of a conveyance is subject to the claim of an interest holder who did not
                  know or have reason to know after the exercise of reasonable diligence that a violation would or did
                  take place in the use of the conveyance;
                      (f) all books, records, and research, including formulas, microfilm, tapes, and data used or
                  intended for use in violation of this chapter;
                      (g) everything of value furnished or intended to be furnished in exchange for a controlled
                  substance in violation of this chapter, and all moneys, negotiable instruments, and securities used or
                  intended to be used to facilitate any violation of this chapter. An interest in property may not be
                  forfeited under this subsection unless it is proven by a preponderance of the evidence that the interest

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                  holder knew, had reason to know of, or consented to the conduct which made the property subject
                  to forfeiture. The burden of presenting this evidence shall be upon the state;
                      (h) all imitation controlled substances as defined in Section 58-37b-2 , Imitation Controlled
                  Substances Act;
                      (i) all warehousing, housing, and storage facilities, or interest in real property of any kind
                  used, or intended for use, in producing, cultivating, warehousing, storing, protecting, or
                  manufacturing any controlled substances in violation of this chapter, except that:
                      (i) any forfeiture of a housing, warehousing, or storage facility or interest in real property is
                  subject to the claim of an interest holder who did not know or have reason to know after the exercise
                  of reasonable diligence that a violation would take place on the property;
                      (ii) an interest in property may not be forfeited under this subsection if the interest holder did
                  not know or have reason to know of the conduct which made the property subject to forfeiture, or
                  did not willingly consent to the conduct; and
                      (iii) unless the premises are used in producing, cultivating, or manufacturing controlled
                  substances, a housing, warehousing, or storage facility or interest in real property may not be                   forfeited
                  under this subsection unless cumulative sales of controlled substances on the property within a
                  two-month period total or exceed $1,000, or the street value of any controlled substances found on
                  the premises at any given time totals or exceeds $1,000. A narcotics officer experienced in controlled
                  substances law enforcement may testify to establish the street value of the controlled substances for
                  purposes of this subsection;
                      (j) any firearm, weapon, or ammunition carried or used during or in relation to a violation of
                  this chapter or any firearm, weapon, or ammunition kept or located within the proximity of controlled
                  substances or other property subject to forfeiture under this section; and
                      (k) all proceeds traceable to any violation of this chapter. There is a rebuttable presumption
                  that all money, coins, and currency found in proximity to forfeitable controlled substances, drug
                  manufacturing equipment or supplies, drug distributing paraphernalia, or forfeitable records of
                  importation, manufacture, or distribution of controlled substances are proceeds traceable to a
                  violation of this chapter. The burden of proof is upon the claimant of the property to rebut this

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                  presumption.
                      (3) (a) Property subject to forfeiture under this chapter may be seized by any peace officer
                  of this state upon process issued by any court having jurisdiction over the property. However, seizure
                  without process may be made when:
                      (i) the seizure is incident to an arrest or search under a search warrant or an inspection under
                  an administrative inspection warrant;
                      (ii) the property subject to seizure has been the subject of a prior judgment in favor of the
                  state in a criminal injunction or forfeiture proceeding under this chapter;
                      (iii) the peace officer has probable cause to believe that the property is directly or indirectly
                  dangerous to health or safety; or
                      (iv) the peace officer has probable cause to believe that the property has been used or
                  intended to be used in violation of this chapter and has probable cause to believe the property will be
                  damaged, intentionally diminished in value, destroyed, concealed, or removed from the state.
                      (b) Upon the filing of a complaint, the court shall immediately issue to the seizing agency a
                  warrant for seizure of any property subject to forfeiture which had been seized without a warrant in
                  a manner described in this Subsection (3).
                      (4) In the event of seizure under Subsection (3), forfeiture proceedings under Subsection (9)
                  shall be instituted within 90 days of the seizure. The time period may by extended by the court having
                  jurisdiction over the property upon notice to all claimants and interest holders and for good cause
                  shown.
                      (5) Property taken or detained under this section is not repleviable but is in custody of the
                  law enforcement agency making the seizure, subject only to the orders and decrees of the court or
                  the official having jurisdiction. When property is seized under this chapter, the appropriate person
                  or agency may:
                      (a) place the property under seal;
                      (b) remove the property to a place designated by it or the warrant under which it was seized;
                  or
                      (c) take custody of the property and remove it to an appropriate location for disposition in

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                  accordance with law.
                      (6) All substances listed in Schedule I that are possessed, transferred, distributed, or offered
                  for distribution in violation of this chapter are contraband and no property right shall exist in them.
                  All substances listed in Schedule I which are seized or come into the possession of the state may be
                  retained for any evidentiary or investigative purpose, including sampling or other preservation prior
                  to disposal or destruction by the state.
                      (7) All marijuana or any species of plants from which controlled substances in Schedules I
                  and II are derived which have been planted or cultivated in violation of this chapter, or of which the
                  owners or cultivators are unknown, or are wild growths, may be seized and retained for any
                  evidentiary or investigative purpose, including sampling or other preservation prior to disposal or
                  destruction by the state. Failure, upon demand by the department or its authorized agent, of any
                  person in occupancy or in control of land or premises upon which species of plants are growing or
                  being stored, to produce an appropriate license or proof that he is the holder of a license, is authority
                  for the seizure and forfeiture of the plants.
                      (8) When any property is forfeited under this chapter by a finding of the court that no person
                  is entitled to recover the property, it shall be deposited in the custody of the Division of Finance.
                  Disposition of all property is as follows:
                      (a) The state may include in its complaint seeking forfeiture, a request that the seizing agency
                  be awarded the property. Upon a finding that the seizing agency is able to use the forfeited property
                  in the enforcement of controlled substances laws, the court having jurisdiction over the case shall
                  award the property to the seizing agency. Each agency shall use the forfeited property for controlled
                  substance law enforcement purposes only. Forfeited property or proceeds from the sale of forfeited
                  property may not be used to pay any cash incentive, award, or bonus to any peace officer or
                  individual acting as an agent for the agency, nor may it be used to supplant any ordinary operating
                  expense of the agency. The seizing agency shall pay to the prosecuting agency the legal costs
                  incurred in filing and pursuing the forfeiture action. Property forfeited under this section may not be
                  applied by the court to costs or fines assessed against any defendant in the case.
                      (b) The seizing agency, or if it makes no application, any state agency, bureau, county, or

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                  municipality, which demonstrates a need for specific property or classes of property subject to
                  forfeiture shall be given the property for use in enforcement of controlled substances laws upon the
                  payment of costs to the county attorney or, if within a prosecution district, the district attorney for
                  legal costs for filing and pursuing the forfeiture and upon application for the property to the director
                  of the Division of Finance. The application shall clearly set forth the need for the property and the
                  use to which the property will be put.
                      (c) The director of the Division of Finance shall review all applications for property submitted
                  under Subsection (8)(b) and, if the seizing agency makes no application, make a determination based
                  on necessity and advisability as to final disposition and shall notify the designated applicant or seizing
                  agency, where no application is made, who may obtain the property upon payment of all costs to the
                  appropriate department. The Division of Finance shall in turn reimburse the prosecuting agency or
                  agencies for costs of filing and pursuing the forfeiture action, not to exceed the amount of the net
                  proceeds received for the sale of the property. Any proceeds remaining after payment shall be
                  returned to the seizing agency or agencies.
                      (d) If no disposition is made upon an application under Subsection (8)(a) or (b), the director
                  of the Division of Finance shall dispose of the property by public bidding or as considered
                  appropriate, by destruction. Proof of destruction shall be upon oath of two officers or employees of
                  the department having charge of the property, and verified by the director of the department or his
                  designated agent.
                      (9) Forfeiture proceedings shall be commenced as follows:
                      (a) For actions brought under Subsections (2)(a) through (2)(j), a complaint shall be prepared
                  by the county attorney, or if within a prosecution district, the district attorney, or the attorney                   general,
                  and filed in a court of record where the property was seized or is to be seized. In cases in which the
                  claimant of the property is also charged as a criminal defendant, the complaint shall be filed in the
                  county where the criminal charges arose, regardless of the location of the property. The complaint
                  shall include:
                      (i) a description of the property which is subject to forfeiture;
                      (ii) the date and place of seizure, if known; and

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                      (iii) the allegations of conduct which gives rise to forfeiture.
                      (b) In cases where a claimant is also charged as a criminal defendant, the forfeiture shall
                  proceed as part of the criminal prosecution as an in personam action against the defendant's interest
                  in the property subject to forfeiture. A defendant need not file a written answer to the complaint, but
                  may acknowledge or deny interest in the property at the time of first appearance on the criminal
                  charges. If a criminal information or indictment is amended to include a demand for forfeiture, the
                  defendant may respond to the demand at the time of the amendment.
                      (i) Unless motion for disposition is made by the defendant, the determination of forfeiture
                  shall be stayed until resolution of the criminal charges. Hearing on the forfeiture shall be before the
                  court without a jury. The court may consider any evidence presented in the criminal case, and receive
                  any other evidence offered by the state or the defendant. The court shall determine by a
                  preponderance of the evidence the issues in the case and order forfeiture or release of the property
                  as it determines.
                      (ii) A defendant may move the court to transfer the forfeiture action, to stay all action,
                  including discovery, in the forfeiture, or for hearing on the forfeiture any time prior to trial of the
                  criminal charges. Either party may move the court to enter a finding of forfeiture as to defendant's
                  interest in part or all of the property, either by default or by stipulation. Upon entry of a finding, the
                  court shall stay the entry of judgment until resolution of the criminal charges. Any finding of
                  forfeiture entered by the court prior to resolution of the criminal charges may not constitute a
                  separate judgment, and any motion for disposition, stay, severance, or transfer of the forfeiture action
                  may not create a separate proceeding. Upon the granting of a motion by the defendant for
                  disposition, stay, severance, or transfer of the forfeiture action, the defendant shall be considered to
                  have waived any claim that the defendant has been twice put in jeopardy for the same offense.
                      (iii) Any other person claiming an interest in property subject to forfeiture under this
                  subsection may not intervene in a trial or appeal of a complaint filed under this subsection. Following
                  the entry of an in personam forfeiture order, or upon the filing of a petition for release under
                  Subsection (9)(e), the county attorney, district attorney, or attorney general may proceed with a
                  separate in rem action to resolve any other claims upon the property subject to forfeiture.

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                      (c) A complaint seeking forfeiture under Subsection (2)(k) shall be prepared by the county
                  attorney, or if within a prosecution district, the district attorney, or by the attorney general, either in
                  personam as part of a criminal prosecution, or in a separate civil in rem action against the property
                  alleged to be proceeds, and filed in the county where the property is seized or encumbered, if the
                  proceeds are located outside the state. A finding that property is the proceeds of a violation of this
                  chapter does not require proof that the property is the proceeds of any particular exchange or
                  transaction. Proof that property is proceeds may be shown by evidence which establishes all of the
                  following by a preponderance of the evidence:
                      (i) that the person has engaged in conduct in violation of this chapter;
                      (ii) that the property was acquired by the person during that period when the conduct in
                  violation of this chapter occurred or within a reasonable time after that period; and
                      (iii) that there was no likely source for the property other than conduct in violation of the
                  chapter.
                      (d) Notice of the seizure and intended forfeiture shall be filed with the clerk of the court, and
                  served upon all persons known to the county attorney or district attorney to have a claim in the
                  property by:
                      (i) personal service upon a claimant who is charged in a criminal information or indictment;
                  and
                      (ii) certified mail to each claimant whose name and address is known or to each owner whose
                  right, title, or interest is of record in the Division of Motor Vehicles to the address given upon the
                  records of the division, which service is considered complete even though the mail is refused or
                  cannot be forwarded. The county attorney, district attorney, or attorney general shall make one
                  publication in a newspaper of general circulation in the county where the seizure was made for all
                  other claimants whose addresses are unknown, but who are believed to have an interest in the
                  property.
                      (e) Except under Subsection (9)(a) in personam actions, any claimant or interest holder shall
                  file with the court a verified answer to the complaint within 20 days after service. When property is
                  seized under this chapter, any interest holder or claimant of the property, prior to being served with

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                  a complaint under this section, may file a petition in the court having jurisdiction for release of his
                  interest in the property. The petition shall specify the claimant's interest in the property and his right
                  to have it released. A copy shall be served upon the county attorney or, if within a prosecution
                  district, the district attorney in the county of the seizure, who shall answer the petition within 20 days.
                  A petitioner need not answer a complaint of forfeiture.
                      (f) For civil actions in rem, after 20 days following service of a complaint or petition for
                  release, the court shall examine the record and if no answer is on file, the court shall allow the
                  complainant or petitioner an opportunity to present evidence in support of his claim and order
                  forfeiture or release of the property as the court determines. If the county attorney or district
                  attorney has not filed an answer to a petition for release and the court determines from the evidence
                  that the petitioner is not entitled to recovery of the property, it shall enter an order directing the
                  county attorney or district attorney to answer the petition within ten days. If no answer is filed within
                  that period, the court shall order the release of the property to the petitioner entitled to receive it.
                      (g) When an answer to a complaint or petition appears of record at the end of 20 days, the
                  court shall set the matter for hearing. At this hearing all interested parties may present evidence of
                  their rights of release of the property following the state's evidence for forfeiture. The court shall
                  determine by a preponderance of the evidence the issues in the case and order forfeiture or release
                  of the property as it determines.
                      (h) When the court determines that claimants have no right in the property in whole or in
                  part, it shall declare the property to be forfeited.
                      (i) When the court determines that property, in whole or in part, is not subject to forfeiture,
                  it shall order release of the property to the proper claimant. If the court determines that the property
                  is subject to forfeiture and release in part, it shall order partial release and partial forfeiture. When
                  the property cannot be divided for partial forfeiture and release, the court shall order it sold and the
                  proceeds distributed:
                      (i) first, proportionally among the legitimate claimants;
                      (ii) second, to defray the costs of the action, including seizure, storage of the property, legal
                  costs of filing and pursuing the forfeiture, and costs of sale; and

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                      (iii) third, to the Division of Finance for the General Fund.
                      (j) In a proceeding under this section where forfeiture is declared, in whole or in part, the
                  court shall assess all costs of the forfeiture proceeding, including seizure and storage of the property,
                  against the individual or individuals whose conduct was the basis of the forfeiture, and may assess
                  costs against any other claimant or claimants to the property as appropriate.
                      Section 15. Section 70A-1-105 is amended to read:
                       70A-1-105. Territorial application of title -- Parties' power to choose applicable law.
                      (1) Except as provided in this section, when a transaction bears a reasonable relation to this
                  state and also to another state or nation, the parties may agree that the law either of this state or of
                  such other state or nation shall govern their rights and duties. Failing such agreement, this title
                  applies to transactions bearing an appropriate relation to this state.
                      (2) Where one of the following provisions of this title specifies the applicable law, that
                  provision governs and a contrary agreement is effective only to the extent permitted by the law,
                  including the conflict of laws rules, so specified:
                      (a) rights of creditors against sold goods under Section 70A-2-402 ;
                      (b) applicability of the chapter on leases under Sections 70A-2a-105 and 70A-2a-106 ;
                      (c) applicability of the chapter on [Bank Deposits and Collections] bank deposits and
                  collections under Section 70A-4-102 ;
                      (d) applicability of the chapter on letters of credit under Section 70A-5-116 ;
                      [(d)] (e) applicability of the chapter on [Investment Securities] investment securities under
                  Section 70A-8-109 ; or
                      [(e) perfection provisions of the chapter on Secured Transactions under Section 70A-9-103 ;
                  or]
                      (f) law governing perfection, the effect of perfection or nonperfection, and the priority of
                  security interests and agricultural liens under Sections 70A-9a-301 through 70A-9a-307 .
                      [(f) applicability of the chapter on Letters of Credit under Section 70A-5-116 .]
                      Section 16. Section 70A-1-201 is amended to read:
                       70A-1-201. General definitions.

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                      In addition to definitions contained in the subsequent chapters of this title and unless the
                  context otherwise requires, in this title:
                      (1) "Action" in the sense of a judicial proceeding includes recoupment, counterclaim, setoff,
                  suit in equity, and any other proceedings in which rights are determined.
                      (2) "Aggrieved party" means a party entitled to resort to a remedy.
                      (3) "Agreement" means the bargain of the parties in fact as found in their language or by
                  implication from other circumstances including course of dealing or usage of trade or course of
                  performance as provided in Sections 70A-1-205 and 70A-2-208 . Whether an agreement has legal
                  consequences is determined by the provisions of this title, if applicable; otherwise by the law of
                  contracts as provided in Section 70A-1-103 . Compare the definition of "contract" in Subsection (11).
                      (4) "Bank" means any person engaged in the business of banking.
                      (5) "Bearer" means the person in possession of an instrument, document of title, or
                  certificated security payable to bearer or indorsed in blank.
                      (6) "Bill of lading" means a document evidencing the receipt of goods for shipment issued
                  by a person engaged in the business of transporting or forwarding goods, and includes an airbill.
                  "Airbill" means a document serving for air transportation as a bill of lading does for marine or rail
                  transportation, and includes an air consignment note or air waybill.
                      (7) "Branch" includes a separately incorporated foreign branch of a bank.
                      (8) "Burden of establishing a fact" means the burden of persuading the triers of fact that the
                  existence of the fact is more probable than its nonexistence.
                      (9) "Buyer in ordinary course of business" means a person [who] that buys goods, in good
                  faith [and], without knowledge that the sale [to him is in violation of] violates the [ownership] rights
                  [or security interest] of [a third party] another person in the goods, [buys] and in the ordinary course
                  from a person, other than a pawnbroker, in the business of selling goods of that kind [but does not
                  include a pawnbroker. All persons who sell minerals or the like, including oil and gas, at wellhead
                  or minehead are considered to be persons]. A person buys goods in the ordinary course if the sale
                  to the person comports with the usual or customary practices in the kind of business in which the
                  seller is engaged or with the seller's own usual or customary practices. A person that sells oil, gas,

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                  or other minerals at the wellhead or minehead is a person in the business of selling goods of that kind.
                  ["Buying"] A buyer in ordinary course of business may [be] buy for cash [or], by exchange of other
                  property, or on secured or unsecured credit, and [includes receiving] may acquire goods or
                  documents of title under a preexisting contract for sale [but does not include a transfer in bulk or as
                  security for or in total or partial satisfaction of a money debt]. Only a buyer that takes possession of
                  the goods or has a right to recover the goods from the seller under Chapter 2 may be a buyer in
                  ordinary course of business. A person that acquires goods in a transfer in bulk or as security for or
                  in total or partial satisfaction of a money debt is not a buyer in ordinary course of business.
                      (10) "Conspicuous" means a term or clause that is so written that a reasonable person against
                  whom it is to operate ought to have noticed it. A printed heading in capitals such as:
                  NONNEGOTIABLE BILL OF LADING is conspicuous. Language in the body of a form is
                  "conspicuous" if it is in larger or other contrasting type or color. In a telegram any stated term is
                  "conspicuous." Whether a term or clause is "conspicuous" or not is for decision by the court.
                      (11) "Contract" means the total legal obligation which results from the parties' agreement as
                  affected by this title and any other applicable rules of law. Compare the definition of "agreement" in
                  Subsection (3).
                      (12) "Creditor" includes a general creditor, a secured creditor, a lien creditor, and any
                  representative of creditors, including an assignee for the benefit of creditors, a trustee in bankruptcy,
                  a receiver in equity, and an executor or administrator of an insolvent debtor's or assignor's estate.
                      (13) "Defendant" includes a person in the position of defendant in a cross-action or
                  counterclaim.
                      (14) "Delivery" with respect to instruments, documents of title, chattel paper, or certificated
                  securities means voluntary transfer of possession.
                      (15) "Document of title" includes bill of lading, dock warrant, dock receipt, warehouse
                  receipt, or order for the delivery of goods, and also any other document which in the regular course
                  of business or financing is treated as adequately representing that the person in possession of it is
                  entitled to receive, hold and dispose of the document and the goods it covers. To be a document of
                  title, a document must purport to be issued by or addressed to a bailee and purport to cover goods

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                  in the bailee's possession which are either identified or are fungible portions of an identified mass.
                      (16) "Fault" means wrongful act, omission, or breach.
                      (17) "Fungible" with respect to goods or securities means goods or securities of which any
                  unit is, by nature or usage of trade, the equivalent of any other like unit. Goods which are not
                  fungible are considered fungible for the purposes of this title to the extent that under a particular
                  agreement or document unlike units are treated as equivalents.
                      (18) "Genuine" means free of forgery or counterfeiting.
                      (19) "Good faith" means honesty in fact in the conduct or transaction concerned.
                      (20) "Holder" with respect to a negotiable instrument, certificated security, or document of
                  title means the person in possession if:
                      (a) in the case of a negotiable instrument payable to bearer or to an identified person, the
                  identified person is in possession;
                      (b) in the case of a security, the person in possession is the registered owner, or the security
                  has been indorsed to the person in possession by the registered owner, or the security is in bearer
                  form; or
                      (c) in the case of a document of title, the goods are deliverable to bearer or to the order of
                  the person in possession.
                      (21) To "honor" is to pay or to accept and pay, or where a credit so engages to purchase or
                  discount a draft complying with the terms of the credit.
                      (22) "Insolvency proceedings" includes any assignment for the benefit of creditors or other
                  proceedings intended to liquidate or rehabilitate the estate of the person involved.
                      (23) A person is "insolvent" who either has ceased to pay his debts in the ordinary course of
                  business or cannot pay his debts as they become due or if he is insolvent within the meaning of the
                  federal bankruptcy law.
                      (24) "Money" means a medium of exchange authorized or adopted by a domestic or foreign
                  government or intergovernmental organization and includes a monetary unit of account established
                  by an intergovernmental organization or by agreement between two or more nations.
                      (25) (a) A person has "notice" of a fact when:

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                      (i) he has actual knowledge of it;
                      (ii) he has received a notice or notification of it; or
                      (iii) from all the facts and circumstances known to him at the time in question he has reason
                  to know that it exists.
                      (b) A person "knows" or has "knowledge" of a fact when he has actual knowledge of it.
                      (c) "Discover" or "learn" or a word or phrase of similar import refers to knowledge rather
                  than to reason to know.
                      (d) The time and circumstances under which a notice or notification may cease to be effective
                  are not determined by this title.
                      (26) (a) A person "notifies" or "gives" a notice or notification to another by taking such steps
                  as may be reasonably required to inform the other person in ordinary course whether or not the other
                  person actually comes to know of it.
                      (b) A person "receives" a notice or notification when:
                      (i) it comes to his attention; or
                      (ii) it is duly delivered at the place of business through which the contract was made or at any
                  other place held out by him as the place for receipt of such communications.
                      (27) Notice, knowledge of a notice, or notification received by an organization is effective
                  for a particular transaction from the time when it is brought to the attention of the individual
                  conducting that transaction, and in any event from the time when it would have been brought to his
                  attention if the organization had exercised due diligence. An organization exercises due diligence if
                  it maintains reasonable routines for communicating significant information to the person conducting
                  the transaction and there is reasonable compliance with the routines. Due diligence does not require
                  an individual acting for the organization to communicate information unless such communication is
                  part of his regular duties or unless he has reason to know of the transaction and that the transaction
                  would be materially affected by the information.
                      (28) "Organization" includes a corporation, government or governmental subdivision or
                  agency, business trust, estate, trust, partnership or association, two or more persons having a joint
                  or common interest, or any other legal or commercial entity.

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                      (29) "Party," as distinct from "third party," means a person who has engaged in a transaction
                  or made an agreement within this title.
                      (30) "Person" includes an individual or an organization as provided in Section 70A-1-102 .
                      (31) "Presumption" or "presumed" means that the trier of fact must find the existence of the
                  fact presumed unless and until evidence is introduced which would support a finding of its
                  nonexistence.
                      (32) "Purchase" includes taking by sale, discount, negotiation, mortgage, pledge, lien,
                  security interest, issue or reissue, gift, or any other voluntary transaction creating an interest in
                  property.
                      (33) "Purchaser" means a person who takes by purchase.
                      (34) "Remedy" means any remedial right to which an aggrieved party is entitled with or
                  without resort to a tribunal.
                      (35) "Representative" includes an agent, an officer of a corporation or association, and a
                  trustee, executor, or administrator of an estate, or any other person empowered to act for another.
                      (36) "Rights" includes remedies.
                      (37) (a) "Security interest" means an interest in personal property or fixtures which secures
                  payment or performance of an obligation. [The retention or reservation of title by a seller of goods,
                  notwithstanding shipment or delivery to the buyer as provided in Section 70A-2-401 , is limited in
                  effect to a reservation of a "security interest."] The term also includes any interest of a consignor and
                  a buyer of accounts [or], chattel paper [which], a payment intangible, or a promissory note in a
                  transaction that is subject to Title 70A, Chapter 9a, Uniform Commercial Code -- Secured
                  Transactions. The special property interest of a buyer of goods on identification of those goods to
                  a contract for sale under Section 70A-2-401 is not a "security interest," but a buyer may also acquire
                  a "security interest" by complying with Title 70A, Chapter 9a, Uniform Commercial Code -- Secured
                  Transactions. [Unless a consignment is intended as security, reservation of title under the
                  consignment is not a "security interest." A consignment in any event is subject to the provisions on
                  consignment sales provided in Section 70A-2-326 .] Except as otherwise provided in Section
                  70A-2-505 , the right of a seller or lessor of goods under Chapter 2 or 2A to retain or acquire

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                  possession of the goods is not a "security interest," but a seller or lessor may also acquire a "security
                  interest" by complying with Chapter 9a, Uniform Commercial Code -- Secured Transactions. The
                  retention or reservation of title by a seller of goods notwithstanding shipment or delivery to the buyer
                  (Section 70A-2-401 ) is limited in effect to a reservation of a "security interest." Notwithstanding
                  anything in Title 70A to the contrary, "security interest" does not include a rental purchase agreement
                  as defined in Section 15-8-3 .
                      (b) Whether a transaction creates a lease or security interest is determined by the facts of each
                  case; however, a transaction creates a security interest if the consideration the lessee is to pay the
                  lessor for the right to possession and use of the goods is an obligation for the term of the lease not
                  subject to termination by the lessee, and:
                      (i) the original term of the lease is equal to or greater than the remaining economic life of the
                  goods;
                      (ii) the lessee is bound to renew the lease for the remaining economic life of the goods or is
                  bound to become the owner of the goods;
                      (iii) the lessee has an option to renew the lease for the remaining economic life of the goods
                  for no additional consideration or nominal additional consideration upon compliance with the lease
                  agreement; or
                      (iv) the lessee has an option to become the owner of the goods for no additional
                  consideration or nominal additional consideration upon compliance with the lease agreement.
                      (c) A transaction does not create a security interest merely because it provides that:
                      (i) the present value of the consideration the lessee is obligated to pay the lessor for the right
                  to possession and use of the goods is substantially equal to or is greater than the fair market value of
                  the goods at the time the lease is entered into;
                      (ii) the lessee assumes risk of loss of the goods, or agrees to pay taxes, insurance, filing,
                  recording, or registration fees, or service or maintenance costs with respect to the goods;
                      (iii) the lessee has an option to renew the lease or to become the owner of the goods;
                      (iv) the lessee has an option to renew the lease for a fixed rent that is equal to or greater than
                  the reasonably predictable fair market rent for the use of the goods for the term of the renewal at the

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                  time the option is to be performed; or
                      (v) the lessee has an option to become the owner of the goods for a fixed price that is equal
                  to or greater than the reasonably predictable fair market value of the goods at the time the option is
                  to be performed.
                      (d) For purposes of this subsection:
                      (i) Additional consideration is not nominal if, when the option to renew the lease is granted
                  to the lessee, the rent is stated to be the fair market rent for the use of the goods for the term of the
                  renewal determined at the time the option is to be performed, or when the option to become the
                  owner of the goods is granted to the lessee the price is stated to be the fair market value of the goods
                  determined at the time the option is to be performed.
                      (ii) Additional consideration is nominal if it is less than the lessee's reasonably predictable cost
                  of performing under the lease agreement if the option is not exercised.
                      (iii) "Reasonably predictable" and "remaining economic life of the goods" are to be
                  determined with reference to the facts and circumstances at the time the transaction is entered into.
                      (iv) "Present value" means the amount as of a date certain of one or more sums payable in
                  the future, discounted to the date certain. The discount is determined by the interest rate specified
                  by the parties if the rate is not manifestly unreasonable at the time the transaction is entered into;
                  otherwise, the discount is determined by a commercially reasonable rate that takes into account the
                  facts and circumstances of each case at the time the transaction was entered into.
                      (38) "Send" in connection with any writing or notice means to deposit in the mail or deliver
                  for transmission by any other usual means of communication with postage or the cost of the
                  transmission provided for and properly addressed, and, in the case of an instrument, to an address
                  specified thereon or otherwise agreed, or if there be none to any address reasonable under the
                  circumstances. The receipt of any writing or notice within the time at which it would have arrived
                  if properly sent has the effect of a proper sending.
                      (39) "Signed" includes any symbol executed or adopted by a party with present intention to
                  authenticate a writing.
                      (40) "Surety" includes guarantor.

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                      (41) "Telegram" includes a message transmitted by radio, teletype, cable, any mechanical
                  method of transmission, or the like.
                      (42) "Term" means that portion of an agreement which relates to a particular matter.
                      (43) "Unauthorized signature" means one made without actual, implied, or apparent authority
                  and includes a forgery.
                      (44) "Value." Except as otherwise provided with respect to negotiable instruments and bank
                  collections as in Sections 70A-3-303 , 70A-4-210 , and 70A-4-211 , a person gives "value" for rights
                  if he acquires them:
                      (a) in return for a binding commitment to extend credit or for the extension of immediately
                  available credit whether or not drawn upon and whether or not a charge-back is provided for in the
                  event of difficulties in collection;
                      (b) as security for or in total or partial satisfaction of a preexisting claim;
                      (c) by accepting delivery pursuant to a preexisting contract for purchase; or
                      (d) generally, in return for any consideration sufficient to support a simple contract.
                      (45) "Warehouse receipt" means a receipt issued by a person engaged in the business of
                  storing goods for hire.
                      (46) "Written" or "writing" includes printing, typewriting, or any other intentional reduction
                  to tangible form.
                      Section 17. Section 70A-1-206 is amended to read:
                       70A-1-206. Statute of frauds for kinds of personal property not otherwise covered.
                      (1) Except in the cases described in Subsection (2) of this section, a contract for the sale of
                  personal property is not enforceable by way of action or defense beyond $5,000 in amount or value
                  of remedy unless there is some writing which indicates that a contract for sale has been made between
                  the parties at a defined or stated price, reasonably identifies the subject matter, and is signed by the
                  party against whom enforcement is sought or by his authorized agent.
                      (2) Subsection (1) of this section does not apply to contracts for the sale of goods (Section
                  70A-2-201 ) nor of securities (Section 70A-8-112 ) nor to security agreements (Section [ 70A-9-203 ]
                  70A-9a-203 ).

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                      Section 18. Section 70A-2-103 is amended to read:
                       70A-2-103. Definitions and index of definitions.
                      (1) In this chapter unless the context otherwise requires:
                      (a) "Buyer" means a person who buys or contracts to buy goods.
                      (b) "Good faith" in the case of a merchant means honesty in fact and the observance of
                  reasonable commercial standards of fair dealing in the trade.
                      (c) "Receipt" of goods means taking physical possession of them.
                      (d) "Seller" means a person who sells or contracts to sell goods.
                      (2) Other definitions applying to this chapter or to specified parts thereof, and the sections
                  in which they appear are:
                      (a) "Acceptance." Section 70A-2-606 .
                      (b) "Banker's credit." Section 70A-2-325 .
                      (c) "Between merchants." Section 70A-2-104 .
                      (d) "Cancellation." Subsection 70A-2-106 (4).
                      (e) "Commercial unit." Section 70A-2-105 .
                      (f) "Confirmed credit." Section 70A-2-325 .
                      (g) "Conforming to contract." Section 70A-2-106 .
                      (h) "Contract for sale." Section 70A-2-106 .
                      (i) "Cover." Section 70A-2-712 .
                      (j) "Entrusting." Section 70A-2-403 .
                      (k) "Financing agency." Section 70A-2-104 .
                      (l) "Future goods." Section 70A-2-105 .
                      (m) "Goods." Section 70A-2-105 .
                      (n) "Identification." Section 70A-2-501 .
                      (o) "Installment contract." Section 70A-2-612 .
                      (p) "Letter of Credit." Section 70A-2-325 .
                      (q) "Lot." Section 70A-2-105 .
                      (r) "Merchant." Section 70A-2-104 .

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                      (s) "Overseas." Section 70A-2-323 .
                      (t) "Person in position of seller." Section 70A-2-707 .
                      (u) "Present sale." Section 70A-2-106 .
                      (v) "Sale." Section 70A-2-106 .
                      (w) "Sale on approval." Section 70A-2-326 .
                      (x) "Sale or return." Section 70A-2-326 .
                      (y) "Termination." Section 70A-2-106 .
                      (3) The following definitions in other chapters apply to this chapter:
                      (a) "Check." Section 70A-3-104 .
                      (b) "Consignee." Section 70A-7-102 .
                      (c) "Consignor." Section 70A-7-102 .
                      (d) "Consumer goods." Section [ 70A-9-109 ] 70A-9a-102 .
                      (e) "Dishonor." Section 70A-3-502 .
                      (f) "Draft." Section 70A-3-104 .
                      (4) In addition Chapter 1 contains general definitions and principles of construction and
                  interpretation applicable throughout this chapter.
                      Section 19. Section 70A-2-210 is amended to read:
                       70A-2-210. Delegation of performance -- Assignment of rights.
                      (1) A party may perform his duty through a delegate unless otherwise agreed or unless the
                  other party has a substantial interest in having his original promisor perform or control the acts
                  required by the contract. No delegation of performance relieves the party delegating of any duty to
                  perform or any liability for breach.
                      (2) [Unless] Except as otherwise provided in Section 70A-9a-406 , unless otherwise agreed,
                  all rights of either seller or buyer can be assigned except where the assignment would materially
                  change the duty of the other party, or increase materially the burden or risk imposed on him by his
                  contract, or impair materially his chance of obtaining return performance. A right to damages for
                  breach of the whole contract or a right arising out of the assignor's due performance of his entire
                  obligation can be assigned despite agreement otherwise.

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                      (3) The creation, attachment, perfection, or enforcement of a security interest in the seller's
                  interest under a contract is not a transfer that materially changes the duty of or increases materially
                  the burden or risk imposed on the buyer or impairs materially the buyer's chance of obtaining return
                  performance within the purview of Subsection (2) unless, and then only to the extent that,
                  enforcement actually results in a delegation of material performance of the seller. Even in that event,
                  the creation, attachment, perfection, and enforcement of the security interest remain effective, but:
                      (a) the seller is liable to the buyer for damages caused by the delegation to the extent that the
                  damages could not reasonably be prevented by the buyer; and
                      (b) a court having jurisdiction may grant other appropriate relief, including cancellation of
                  the contract for sale or an injunction against enforcement of the security interest or consummation
                  of the enforcement.
                      [(3)] (4) Unless the circumstances indicate the contrary a prohibition of assignment of "the
                  contract" is to be construed as barring only the delegation of (to) the assignee of the assignor's
                  performance.
                      [(4)] (5) An assignment of "the contract" or of "all my rights under the contract" or an
                  assignment in similar general terms is an assignment of rights and unless the language or the
                  circumstances (as in an assignment of (for) security) indicate the contrary, it is a delegation of
                  performance of the duties of the assignor and its acceptance by the assignee constitutes a promise by
                  him to perform those duties. This promise is enforceable by either the assignor or the other party to
                  the original contract.
                      [(5)] (6) The other party may treat any assignment which delegates performance as creating
                  reasonable grounds for insecurity and may without prejudice to his rights against the assignor demand
                  assurances from the assignee (Section 70A-2-609 ).
                      Section 20. Section 70A-2-326 is amended to read:
                       70A-2-326. Sale on approval and sale or return -- Rights of creditors.
                      (1) Unless otherwise agreed, if delivered goods may be returned by the buyer even though
                  they conform to the contract, the transaction is:
                      (a) a "sale on approval" if the goods are delivered primarily for use[,]; and

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                      (b) a "sale or return" if the goods are delivered primarily for resale.
                      (2) [Except as provided in Subsection (3), goods] Goods held on approval are not subject
                  to the claims of the buyer's creditors until acceptance; goods held on sale or return are subject to such
                  claims while in the buyer's possession.
                      [(3) Where goods are delivered to a person for sale and such person maintains a place of
                  business at which he deals in goods of the kind involved, under a name other than the name of the
                  person making delivery then with respect to claims of creditors of the person conducting the business
                  the goods are deemed to be on sale or return. The provisions of this subsection are applicable even
                  though an agreement purports to reserve title to the person making delivery until payment or resale
                  or uses such words as "on consignment" or "on memorandum." However, this subsection is not
                  applicable if the person making delivery]
                      [(a) complies with an applicable law providing for a consignor's interest or the like to be
                  evidenced by a sign, or]
                      [(b) establishes that the person conducting the business is generally known by his creditors
                  to be substantially engaged in selling the goods of others, or]
                      [(c) complies with the filing provisions of the chapter on Secured Transactions (Chapter 9).]
                      [(4)] (3) Any "or return" term of a contract for sale is to be treated as a separate contract for
                  sale within the statute of frauds section of this chapter (Section 70A-2-201 ) and as contradicting the
                  sale aspect of the contract within the provisions of this chapter on parol or extrinsic evidence (Section
                  70A-2-202 ).
                      Section 21. Section 70A-2-502 is amended to read:
                       70A-2-502. Buyer's right to goods on seller's repudiation, failure to deliver, or
                  insolvency.
                      (1) Subject to [Subsection] Subsections (2) and (3) and even though the goods have not been
                  shipped a buyer who has paid a part or all of the price of goods in which he has a special property
                  under the provisions of the immediately preceding section may on making and keeping good a tender
                  of any unpaid portion of their price recover them from the seller if:
                      (a) in the case of goods bought for personal, family, or household purposes, the seller

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                  repudiates or fails to deliver as required by the contract; or
                      (b) in all cases, the seller becomes insolvent within ten days after receipt of the first
                  installment on their price.
                      (2) The buyer's right to recover the goods under Subsection (1)(a) vests upon acquisition
                  of a special property, even if the seller had not then repudiated or failed to deliver.
                      [(2)] (3) If the identification creating his special property has been made by the buyer he
                  acquires the right to recover the goods only if they conform to the contract for sale.
                      Section 22. Section 70A-2-716 is amended to read:
                       70A-2-716. Buyer's right to specific performance or replevin.
                      (1) Specific performance may be decreed where the goods are unique or in other proper
                  circumstances.
                      (2) The decree for specific performance may include such terms and conditions as to payment
                  of the price, damages, or other relief as the court may deem just.
                      (3) The buyer has a right of replevin for goods identified to the contract if after reasonable
                  effort he is unable to effect cover for such goods or the circumstances reasonably indicate that such
                  effort will be unavailing or if the goods have been shipped under reservation and satisfaction of the
                  security interest in them has been made or tendered. In the case of goods bought for personal, family,
                  or household purposes, the buyer's right of replevin vests upon acquisition of a special property, even
                  if the seller had not then repudiated or failed to deliver.
                      Section 23. Section 70A-2a-103 is amended to read:
                       70A-2a-103. Definitions -- Index of definitions.
                      (1) In this chapter, unless the context otherwise requires:
                      (a) "Buyer in ordinary course of business" means a person, who in good faith and without
                  knowledge that the sale to him is in violation of the ownership rights or security interest or leasehold
                  interest of a third party in the goods, buys in ordinary course from a person in the business of selling
                  goods of that kind, but does not include a pawnbroker. "Buying" may be for cash or by exchange of
                  other property or on secured or unsecured credit and includes receiving goods or documents of title
                  under a preexisting contract for sale, but does not include a transfer in bulk, or as security for, or in

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                  total or partial satisfaction of a money debt.
                      (b) "Cancellation" occurs when either party puts an end to the lease contract for default by
                  the other party.
                      (c) "Commercial unit" means a unit of goods which by commercial usage is a single whole
                  for purposes of lease, and the division of which materially impairs its character or value on the market
                  or in use. A commercial unit may be a single article, such as a machine, or a set of articles, such as
                  a suite of furniture or a line of machinery, or a quantity, such as a gross or carload, or any other unit
                  treated in use or in the relevant market as a single whole.
                      (d) "Conforming goods or performance under a lease contract" means goods or performance
                  that are in accordance with the obligations under the lease contract.
                      (e) "Consumer lease" means a lease that a lessor, regularly engaged in the business of leasing
                  or selling, makes to a lessee, who is an individual and who takes under the lease primarily for a
                  personal, family, or household purpose.
                      (f) "Fault" means wrongful act, omission, breach, or default.
                      (g) "Finance lease" means a lease in which:
                      (i) the lessor does not select, manufacture, or supply the goods;
                      (ii) the lessor acquires the goods or the right to possession and use of the goods in                   connection
                  with the lease; and
                      (iii) one of the following occurs:
                      (A) the lessee receives a copy of the contract by which the lessor acquired the goods or the
                  right to possession and use of the goods before signing the lease contract;
                      (B) the lessee's approval of the contract by which the lessor acquired the goods or the right
                  to possession and use of the goods is a condition to effectiveness of the lease contract;
                      (C) the lessee, before signing the lease contract, receives an accurate and complete statement
                  designating the promises and warranties, and any disclaimers of warranties, limitations, or
                  modifications of remedies, or liquidated damages, including those of a third party, such as the
                  manufacturer of the goods, provided to the lessor by the person supplying the goods in connection
                  with or as part of the contract by which the lessor acquired the goods or the right to possession and

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                  use of the goods; or
                      (D) if the lease is not a consumer lease, the lessor, before the lessee signs the lease contract,
                  informs the lessee in writing:
                      (I) of the identity of the person supplying the goods to the lessor, unless the lessee has
                  selected that person and directed the lessor to acquire the goods or the right to possession and use
                  of the goods from that person;
                      (II) that the lessee is entitled under this chapter to the promises and warranties, including
                  those of any third party, provided to the lessor by the person supplying the goods in connection with
                  or as part of the contract by which the lessor acquired the goods or the right to possession and use
                  of the goods; and
                      (III) that the lessee may communicate with the person supplying the goods to the lessor and
                  receive an accurate and complete statement of those promises and warranties, including any
                  disclaimers and limitations of them or of remedies.
                      (h) "Goods" means all things that are movable at the time of identification to the lease
                  contract, or are fixtures. The term does not include money, documents, instruments, accounts,                   chattel
                  paper, general intangibles, or minerals or the like, including oil and gas, before extraction. The term
                  also includes the unborn young of animals.
                      (i) "Installment lease contract" means a lease contract that authorizes or requires the delivery
                  of goods in separate lots to be separately accepted, even though the lease contract contains a clause
                  stating "each delivery is a separate lease" or its equivalent.
                      (j) "Lease" means a transfer of the right to possession and use of goods for a term, in return
                  for consideration. Unless the context clearly indicates otherwise, the term includes a sublease. But
                  a sale, including a sale on approval or a sale or return, or retention or creation of a security interest
                  is not a lease.
                      (k) "Lease agreement" with respect to the lease, means the bargain of the lessor and the
                  lessee in fact as found in their language or by implication from other circumstances including course
                  of dealing or usage of trade or course of performance as provided in this chapter. Unless the context
                  clearly indicates otherwise, the term includes a sublease agreement.

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                      (l) "Lease contract" means the total legal obligation that results from the lease agreement as
                  affected by this chapter and any other applicable rules of law. Unless the context clearly indicates
                  otherwise, the term includes a sublease contract.
                      (m) "Leasehold interest" means the interest of the lessor or the lessee under a lease contract.
                      (n) "Lessee" means a person who acquires the right to possession and use of goods under a
                  lease. Unless the context clearly indicates otherwise, the term includes a sublessee.
                      (o) "Lessee in ordinary course of business" means a person who in good faith and without
                  knowledge that the lease to him is in violation of the ownership rights, security interest, or leasehold
                  interest of a third party in the goods, leases in ordinary course from a person in the business of selling
                  or leasing goods of that kind, but does not include a pawnbroker. "Leasing" may be for cash or by
                  exchange of other property, or on secured or unsecured credit, and includes receiving goods or
                  documents of title under a preexisting lease contract. "Leasing" does not include a transfer in bulk
                  or as security for or in total or partial satisfaction of a money debt.
                      (p) "Lessor" means a person who transfers the right to possession and use of goods under
                  a lease. Unless the context clearly indicates otherwise, the term includes a sublessor.
                      (q) "Lessor's residual interest" means the lessor's interest in the goods after expiration,
                  termination, or cancellation of the lease contract.
                      (r) "Lien" means a charge against or interest in goods to secure payment of a debt or
                  performance of an obligation, but the term does not include a security interest.
                      (s) "Lot" means a parcel or single article that is the subject matter of a separate lease or
                  delivery, whether or not it is sufficient to perform the lease contract.
                      (t) "Merchant lessee" means a lessee that is a merchant with respect to goods of the kind
                  subject to the lease.
                      (u) "Present value" means the amount as of a date certain of one or more sums payable in the
                  future, discounted to the date certain. The discount is determined by the interest rate specified by the
                  parties if the rate was not manifestly unreasonable at the time the transaction was entered into;
                  otherwise, the discount is determined by a commercially reasonable rate that takes into account the
                  facts and circumstances of each case at the time the transaction was entered into.

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                      (v) "Purchase" includes taking by sale, lease, mortgage, security interest, pledge, gift, or any
                  other voluntary transaction creating an interest in goods.
                      (w) "Sublease" means a lease of goods, the right to possession and use of which was acquired
                  by the lessor as a lessee under an existing lease.
                      (x) "Supplier" means a person from whom a lessor buys or leases goods to be leased under
                  a finance lease.
                      (y) "Supply contract" means a contract under which a lessor buys or leases goods to be
                  leased.
                      (z) "Termination" occurs when either party, pursuant to a power created by agreement or
                  law, puts an end to the lease contract otherwise than for default.
                      (2) Other definitions applying to this chapter and the sections in which they appear are:
                      (a) "Accessions," Section 70A-2a-310 ;
                      (b) "Construction mortgage," Section 70A-2a-309 ;
                      (c) "Encumbrance," Section 70A-2a-309 ;
                      (d) "Fixtures," Section 70A-2a-309 ;
                      (e) "Fixture filing," Section 70A-2a-309 ; and
                      (f) "Purchase money lease," Section 70A-2a-309 .
                      (3) The following definitions in other chapters apply to this chapter:
                      (a) "Account," [Section 70A-9-106 ] Subsection 70A-9a-102 (2);
                      (b) "Between merchants," Section 70A-2-104 ;
                      (c) "Buyer," Section 70A-2-103 ;
                      (d) "Chattel paper," [Section 70A-9-105 ] Subsection 70A-9a-102 (11);
                      (e) "Consumer goods," [Section 70A-9-109 ] Subsection 70A-9a-102 (23);
                      (f) "Document," [Section 70A-9-105 ] Subsection 70A-9a-102 (30);
                      (g) "Entrusting," Section 70A-2-403 ;
                      (h) "General [intangibles] intangible," [Section 70A-9-106 ] Subsection 70A-9a-102 (42);
                      (i) "Good faith," Section 70A-2-103 ;
                      (j) "Instrument," [Section 70A-9-105 ] Subsection 70A-9a-102 (47);

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                      (k) "Merchant," Section 70A-2-104 ;
                      (l) "Mortgage," [Section 70A-9-105 ] Subsection 70A-9a-102 (55);
                      (m) "Pursuant to commitment," [Section 70A-9-105 ] Subsection 70A-9a-102 (68);
                      (n) "Receipt," Section 70A-2-103 ;
                      (o) "Sale," Section 70A-2-106 ;
                      (p) "Sale on approval," Section 70A-2-326 ;
                      (q) "Sale or return," Section 70A-2-326 ; and
                      (r) "Seller," Section 70A-2-103 .
                      (4) In addition, Title 70A, Chapter 1, Uniform Commercial Code -- General Provisions,
                  contains general definitions and principles of construction and interpretation applicable throughout
                  this chapter.
                      Section 24. Section 70A-2a-303 is amended to read:
                       70A-2a-303. Transfer of party's interest under lease contract or of lessor's residual
                  interest in goods -- Transfer as event of default -- Creation or enforcement of security interest
                  -- Transfer of right to damages for default.
                      (1) As used in this section, "creation of a security interest" includes the sale of a lease
                  contract subject to Title 70A, Chapter 9a, Uniform Commercial Code -- Secured Transactions, by
                  reason of [Section 70A-9-102 ] Subsection 70A-9a-109 (1)(c).
                      (2) Except as provided in [Subsections] Subsection (3) and [(4)] Section 70A-9a-407 , a
                  provision in a lease agreement that prohibits the voluntary or involuntary transfer (including a transfer
                  by sale, sublease, creation or enforcement of a security interest, or attachment, levy, or other judicial
                  process) of an interest of a party under the lease contract or of the lessor's residual interest in the
                  goods, or that makes such a transfer an event of default, gives rise to the rights and remedies
                  provided in Subsection [(5)] (4), but a transfer that is prohibited or is an event of default under the
                  lease agreement is otherwise effective.
                      [(3) A provision in a lease agreement that either prohibits the creation or enforcement of a
                  security interest in an interest of a party under the lease contract or in the lessor's residual interest in
                  the goods, or makes such a transfer an event of default, is not enforceable unless, and then only to

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                  the extent that, there is an actual transfer by the lessee of the lessee's right of possession or use of the
                  goods in violation of the provision, or an actual delegation of a material performance of either party
                  to the lease contract in violation of the provision. Neither the granting nor the enforcement of a
                  security interest in either the lessor's interest under the lease contract or the lessor's residual interest
                  in the goods is a transfer that materially impairs the prospect of obtaining return performance by,
                  materially changes the duty of, or materially increases the burden or risk imposed on, the lessee within
                  the purview of Subsection (5) unless, and then only to the extent that, there is an actual delegation
                  of a material performance of the lessor.]
                      [(4)] (3) A provision in a lease agreement that prohibits a transfer of a right to damages for
                  default with respect to the whole lease contract or of a right to payment arising out of the transferor's
                  due performance of the transferor's entire obligation, or makes such a transfer an event of default, is
                  not enforceable, and such a transfer is not a transfer that materially impairs the prospect of obtaining
                  return performance by, materially changes the duty of, or materially increases the burden or risk
                  imposed on, the other party to the lease contract within the purview of Subsection [(5)] (4).
                      [(5)] (4) Subject to [Subsections] Subsection (3) and [(4)] Section 70A-9a-407 :
                      (a) if a transfer is made that is made an event of default under a lease agreement, the party
                  to the lease contract not making the transfer, unless that party waives the default or otherwise agrees,
                  has the rights and remedies described in Section 70A-2a-501 ; and
                      (b) if Subsection [(5)] (4)(a) is not applicable and if a transfer is made that is prohibited under
                  a lease agreement, or materially impairs the prospect of obtaining return performance by, materially
                  changes the duty of, or materially increases the burden or risk imposed on, the other party to the lease
                  contract, unless the party not making the transfer agrees at any time to the transfer in the lease
                  contract or otherwise, then, except as limited by contract, the transferor is liable to the party not
                  making the transfer for damages caused by the transfer to the extent that the damages could not
                  reasonably be prevented by the party not making the transfer, and a court having jurisdiction may
                  grant other appropriate relief, including cancellation of the lease contract or an injunction against the
                  transfer.
                      [(6)] (5) A transfer of "the lease" or of "all my rights under the lease" or a transfer in similar

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                  general terms, is a transfer of rights, and unless the language or the circumstances, as in a transfer for
                  security, indicate the contrary, the transfer is a delegation of duties by the transferor to the transferee.
                  Acceptance by the transferee constitutes a promise by the transferee to perform those duties. The
                  promise is enforceable by either the transferor or the other party to the lease contract.
                      [(7)] (6) Unless otherwise agreed by the lessor and the lessee, a delegation of performance
                  does not relieve the transferor as against the other party of any duty to perform or any liability for
                  default.
                      [(8)] (7) In a consumer lease, to prohibit the transfer of an interest of a party under the lease
                  contract, or to make a transfer an event of default, the language must be specific, by writing, and
                  conspicuous.
                      Section 25. Section 70A-2a-307 is amended to read:
                       70A-2a-307. Priority of liens arising by attachment or levy on, security interests in,
                  and other claims to goods.
                      (1) Except as otherwise provided in Section 70A-2a-306 , a creditor of a lessee takes subject
                  to the lease contract.
                      (2) Except as otherwise provided in [Subsections] Subsection (3) [and (4)] and in Sections
                  70A-2a-306 and 70A-2a-308 , a creditor of a lessor takes subject to the lease contract unless[: (a)]
                  the creditor holds a lien that attached to the goods before the lease contract became enforceable[;].
                      [(b) the creditor holds a security interest in the goods and the lessee did not give value and
                  receive delivery of the goods without knowledge of the security interest; or]
                      [(c) the creditor holds a security interest in the goods that was perfected before the lease
                  contract became enforceable.]
                      [(3) A lessee in the ordinary course of business takes the leasehold interest free of a security
                  interest in the goods created by the lessor even though the security interest is perfected and the lessee
                  knows of its existence.]
                      [(4) A lessee other than a lessee in the ordinary course of business takes the leasehold interest
                  free of a security interest to the extent that it secures future advances made after the secured party
                  acquires knowledge of the lease or more than 45 days after the lease contract becomes enforceable,

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                  whichever first occurs, unless the future advances are made pursuant to a commitment entered into
                  without knowledge of the lease and before the expiration of the 45-day period.]
                      (3) Except as otherwise provided in Sections 70A-9a-317 , 70A-9a-321 , and 70A-9a-323 ,
                  a lessee takes a leasehold interest subject to a security interest held by a creditor of the lessor.
                      Section 26. Section 70A-2a-309 is amended to read:
                       70A-2a-309. Lessor's and lessee's rights when goods become fixtures.
                      (1) In this section:
                      (a) goods are "fixtures" when they become so related to particular real estate that an interest
                  in them arises under real estate law;
                      (b) a "fixture filing" is the filing, in the office where a record of a mortgage on the real estate
                  would be filed, recorded, or registered, of a financing statement covering goods that are or are to
                  become fixtures and conforming to the requirements of [Subsection 70A-9-402 (5)] Subsections
                  70A-9a-502 (1) and (2);
                      (c) a lease is a "purchase money lease" unless the lessee has possession or use of the goods
                  or the right to possession or use of the goods before the lease agreement is enforceable;
                      (d) a mortgage is a "construction mortgage" to the extent it secures an obligation incurred
                  for the construction of an improvement on land including the acquisition cost of the land, if the
                  recorded writing so indicates; and
                      (e) "encumbrance" includes real estate mortgages and other liens on real estate and all other
                  rights in real estate that are not ownership interests.
                      (2) Under this chapter, a lease may be of goods that are fixtures or may continue in goods
                  that become fixtures, but no lease exists under this chapter of ordinary building materials incorporated
                  into an improvement on land.
                      (3) This chapter does not prevent creation of a lease of fixtures pursuant to real estate law.
                      (4) The perfected interest of a lessor of fixtures has priority over a conflicting interest of an
                  encumbrancer or owner of the real estate if:
                      (a) the lease is a purchase money lease, the conflicting interest of the encumbrancer or owner
                  arises before the goods become fixtures, a fixture filing covering the fixtures is filed or recorded

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                  before the goods become fixtures or within ten days thereafter, and the lessee has an interest of                   record
                  in the real estate or is in possession of the real estate; or
                      (b) the interest of the lessor is perfected by a fixture filing before the interest of the
                  encumbrancer or owner is of record, the lessor's interest has priority over any conflicting interest of
                  a predecessor in title of the encumbrancer or owner, and the lessee has an interest of record in the real
                  estate or is in possession of the real estate.
                      (5) The interest of a lessor of fixtures, whether or not perfected, has priority over the
                  conflicting interest of an encumbrancer or owner of the real estate if:
                      (a) the fixtures are readily removable factory or office machines, readily removable equipment
                  that is not primarily used or leased for use in the operation of the real estate, or readily removable
                  replacements of domestic appliances that are goods subject to a consumer lease, and before the goods
                  become fixtures the lease contract is enforceable;
                      (b) the conflicting interest is a lien on the real estate obtained by legal or equitable
                  proceedings after the lease contract is enforceable;
                      (c) the encumbrancer or owner has consented in writing to the lease or has disclaimed an
                  interest in the goods as fixtures; or
                      (d) the lessee has a right to remove the goods as against the encumbrancer or owner. If the
                  lessee's right to remove terminates, the priority of the interest of the lessor continues for a reasonable
                  time.
                      (6) Notwithstanding Subsection (4)(a), but otherwise subject to Subsections (4) and (5), the
                  interest of a lessor of fixtures is subordinate to the conflicting interest of an encumbrancer of the real
                  estate under a construction mortgage recorded before the goods become fixtures if the goods become
                  fixtures before the completion of the construction. To the extent given to refinance a construction
                  mortgage, the conflicting interest of an encumbrancer of the real estate under a mortgage has this
                  priority to the same extent as the encumbrancer of the real estate under the construction mortgage.
                      (7) In cases not within the preceding subsections, priority between the interest of a lessor of
                  fixtures, including the lessor's residual interest, and the conflicting interest of an encumbrancer or
                  owner of the real estate who is not the lessee is determined by the priority rules governing conflicting

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                  interests in real estate.
                      (8) If the interest of a lessor of fixtures, including the lessor's residual interest, has priority
                  over all conflicting interests of all owners and encumbrances of the real estate, the lessor or the lessee
                  may:
                      (a) on default, expiration, termination, or cancellation of the lease agreement but subject to
                  the lease agreement and this chapter; or
                      (b) if necessary to enforce other rights and remedies of the lessor or lessee under this chapter,
                  remove the goods from the real estate, free and clear of all conflicting interests of all owners and
                  encumbrances of the real estate, but the lessor or lessee must reimburse any encumbrancer or owner
                  of the real estate who is not the lessee and who has not otherwise agreed for the cost of repair of any
                  physical injury, but not for any diminution in value of the real estate caused by the absence of the
                  goods removed or by any necessity of replacing them. A person entitled to reimbursement may refuse
                  permission to remove the goods until the party seeking removal gives adequate security for the
                  performance of this obligation.
                      (9) Even though the lease agreement does not create a security interest, the interest of a
                  lessor of fixtures, including the lessor's residual interest, is perfected by filing a financing statement
                  as a fixture filing for leased goods that are or are to become fixtures in accordance with the relevant
                  provisions of Title 70A, Chapter 9a, Uniform Commercial Code -- Secured Transactions.
                      Section 27. Section 70A-3-605 is amended to read:
                       70A-3-605. Discharge of indorsers and accommodation parties.
                      (1) In this section, the term "indorser" includes a drawer having the obligation described in
                  Subsection 70A-3-414 (4).
                      (2) Discharge, under Section 70A-3-604 , of the obligation of a party to pay an instrument
                  does not discharge the obligation of an indorser or accommodation party having a right of recourse
                  against the discharged party.
                      (3) If a person entitled to enforce an instrument agrees, with or without consideration, to an
                  extension of the due date of the obligation of a party to pay the instrument, the extension discharges
                  an indorser or accommodation party having a right of recourse against the party whose obligation is

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                  extended to the extent the indorser or accommodation party proves that the extension caused loss
                  to the indorser or accommodation party with respect to the right of recourse.
                      (4) If a person entitled to enforce an instrument agrees, with or without consideration, to a
                  material modification of the obligation of a party other than an extension of the due date, the
                  modification discharges the obligation of an indorser or accommodation party having a right of
                  recourse against the person whose obligation is modified to the extent the modification causes loss
                  to the indorser or accommodation party with respect to the right of recourse. The loss suffered by
                  the indorser or accommodation party as a result of the modification is equal to the amount of the right
                  of recourse unless the person enforcing the instrument proves that no loss was caused by the
                  modification or that the loss caused by the modification was an amount less than the amount of the
                  right of recourse.
                      (5) If the obligation of a party to pay an instrument is secured by an interest in collateral and
                  a person entitled to enforce the instrument impairs the value of the interest in collateral, the obligation
                  of an indorser or accommodation party having a right of recourse against the obligor is discharged
                  to the extent of the impairment. The value of an interest in collateral is impaired to the extent the
                  value of the interest is reduced to an amount less than the amount of the right of recourse of the party
                  asserting discharge, or the reduction in value of the interest causes an increase in the amount by which
                  the amount of the right of recourse exceeds the value of the interest. The burden of proving
                  impairment is on the party asserting discharge.
                      (6) If the obligation of a party is secured by an interest in collateral not provided by an
                  accommodation party and a person entitled to enforce the instrument impairs the value of the interest
                  in collateral, the obligation of any party who is jointly and severally liable with respect to the secured
                  obligation is discharged to the extent the impairment causes the party asserting discharge to pay more
                  than that party would have been obliged to pay, taking into account rights of contribution, if
                  impairment had not occurred. If the party asserting discharge is an accommodation party not entitled
                  to discharge under Subsection (5), the party is deemed to have a right to contribution based on joint
                  and several liability rather than a right to reimbursement. The burden of proving impairment is on the
                  party asserting discharge.

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                      (7) Under Subsection (5) or (6), impairing value of an interest in collateral includes failure
                  to obtain or maintain perfection or recordation of the interest in collateral, release of collateral
                  without substitution of collateral of equal value, failure to perform a duty to preserve the value of
                  collateral owed, under Title 70A, Chapter 9a, Uniform Commercial Code -- Secured Transactions,
                  or other law, to a debtor or surety or other person secondarily liable, or failure to comply with
                  applicable law in disposing of collateral.
                      (8) An accommodation party is not discharged under Subsection (3), (4), or (5) unless the
                  person entitled to enforce the instrument knows of the accommodation or has notice under
                  Subsection 70A-3-419 (3) that the instrument was signed for accommodation.
                      (9) A party is not discharged under this section if the party asserting discharge consents to
                  the event or conduct that is the basis of the discharge, or the instrument or a separate agreement of
                  the party provides for waiver of discharge under this section either specifically or by general language
                  indicating that parties waive defenses based on suretyship or impairment of collateral.
                      Section 28. Section 70A-4-210 is amended to read:
                       70A-4-210. Security interest of collecting bank in items, accompanying documents,                   and
                  proceeds.
                      (1) A collecting bank has a security interest in an item and any accompanying documents or
                  the proceeds of either:
                      (a) in case of an item deposited in an account, to the extent to which credit given for the item
                  has been withdrawn or applied;
                      (b) in case of an item for which it has given credit available for withdrawal as of right, to the
                  extent of the credit given, whether or not the credit is drawn upon or there is a right of charge-back;
                  or
                      (c) if it makes an advance on or against the item.
                      (2) If credit given for several items received at one time or pursuant to a single agreement
                  is withdrawn or applied in part, the security interest remains upon all the items, any accompanying
                  documents or the proceeds of either. For the purpose of this section, credits first given are first
                  withdrawn.

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                      (3) Receipt by a collecting bank of a final settlement for an item is a realization on its security
                  interest in the item, accompanying documents, and proceeds. So long as the bank does not receive
                  final settlement for the item or give up possession of the item or accompanying documents for
                  purposes other than collection, the security interest continues to that extent and is subject to Title
                  70A, Chapter 9a, Uniform Commercial Code -- Secured Transactions, but:
                      (a) no security agreement is necessary to make the security interest enforceable, Subsection
                  [ 70A-9-203 (1)(a)] 70A-9a-203 (2)(c)(i);
                      (b) no filing is required to perfect the security interest; and
                      (c) the security interest has priority over conflicting perfected security interests in the item,
                  accompanying documents, or proceeds.
                      Section 29. Section 70A-5-114 is amended to read:
                       70A-5-114. Assignment of proceeds.
                      (1) In this section, "proceeds of a letter of credit" means the cash, check, accepted draft, or
                  other item of value paid or delivered upon honor or giving of value by the issuer or any nominated
                  person under the letter of credit. The term does not include a beneficiary's drawing rights or
                  documents presented by the beneficiary.
                      (2) A beneficiary may assign its right to part or all of the proceeds of a letter of credit. The
                  beneficiary may do so before presentation as a present assignment of its right to receive proceeds
                  contingent upon its compliance with the terms and conditions of the letter of credit.
                      (3) An issuer or nominated person need not recognize an assignment of proceeds of a letter
                  of credit until it consents to the assignment.
                      (4) An issuer or nominated person has no obligation to give or withhold its consent to an
                  assignment of proceeds of a letter of credit, but consent may not be unreasonably withheld if the
                  assignee possesses and exhibits the letter of credit and presentation of the letter of credit is a
                  condition to honor.
                      (5) Rights of a transferee beneficiary or nominated person are independent of the beneficiary's
                  assignment of the proceeds of a letter of credit and are superior to the assignee's right to the
                  proceeds.

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                      (6) Neither the rights recognized by this section between an assignee and an issuer, transferee
                  beneficiary, or nominated person nor the issuer's or nominated person's payment of proceeds to an
                  assignee or a third person affect the rights between the assignee and any person other than the issuer,
                  transferee beneficiary, or nominated person. The mode of creating and perfecting a security interest
                  in or granting an assignment of a beneficiary's rights to proceeds is governed by Title 70A, Chapter
                  9a, Uniform Commercial Code -- Secured Transactions, or other law. Against persons other than
                  the issuer, transferee beneficiary, or nominated person, the rights and obligations arising upon the
                  creation of a security interest or other assignment of a beneficiary's right to proceeds and its
                  perfection are governed by Title 70A, Chapter 9a, Uniform Commercial Code -- Secured
                  Transactions, or other law.
                      Section 30. Section 70A-5-118 is repealed and reenacted to read:
                      70A-5-118. Security interest of issuer or nominated person.
                      (1) An issuer or nominated person has a security interest in a document presented under a
                  letter of credit to the extent that the issuer or nominated person honors or gives value for the
                  presentation.
                      (2) So long as and to the extent that an issuer or nominated person has not been reimbursed
                  or has not otherwise recovered the value given with respect to a security interest in a document under
                  Subsection (1), the security interest continues and is subject to Chapter 9, but:
                      (a) a security agreement is not necessary to make the security interest enforceable under
                  Subsection 70A-9a-203 (2)(c);
                      (b) if the document is presented in a medium other than a written or other tangible medium,
                  the security interest is perfected; and
                      (c) if the document is presented in a written or other tangible medium and is not a certificated
                  security, chattel paper, a document of title, an instrument, or a letter of credit, the security interest
                  is perfected and has priority over a conflicting security interest in the document so long as the debtor
                  does not have possession of the document.
                      Section 31. Section 70A-5-119 is repealed and reenacted to read:
                      70A-5-119. Applicability.

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                      This act applies to a letter of credit that is issued on or after July 1, 1997. This act does not
                  apply to a transaction, event, obligation, or duty arising out of or associated with a letter of credit that
                  was issued before July 1, 1997.
                      Section 32. Section 70A-5-120 is enacted to read:
                      70A-5-120. Savings clause.
                      A transaction arising out of or associated with a letter of credit that was issued before July
                  1, 1997, and the rights, obligations, and interests flowing from that transaction are governed by any
                  statute or other law amended or repealed by this act as if repeal or amendment had not occurred and
                  may be terminated, completed, consummated, or enforced under that statute or other law.
                      Section 33. Section 70A-7-503 is amended to read:
                       70A-7-503. Document of title to goods defeated in certain cases.
                      (1) A document of title confers no right in goods against a person who before issuance of the
                  document had a legal interest or a perfected security interest in them and who neither
                      (a) delivered or entrusted them or any document of title covering them to the bailor or his
                  nominee with actual or apparent authority to ship, store or sell or with power to obtain delivery under
                  this chapter (Section 70A-7-403 ) or with power of disposition under this act (Sections 70A-2-403
                  and [ 70A-9-307 ] 70A-9a-320 ) or other statute or rule of law; nor
                      (b) acquiesced in the procurement by the bailor or his nominee of any document of title.
                      (2) Title to goods based upon an unaccepted delivery order is subject to the rights of anyone
                  to whom a negotiable warehouse receipt or bill of lading covering the goods has been duly
                  negotiated. Such a title may be defeated under the next section to the same extent as the rights of the
                  issuer or a transferee from the issuer.
                      (3) Title to goods based upon a bill of lading issued to a freight forwarder is subject to the
                  rights of anyone to whom a bill issued by the freight forwarder is duly negotiated; but delivery by the
                  carrier in accordance with Part 4 of this chapter pursuant to its own bill of lading discharges the
                  carrier's obligation to deliver.
                      Section 34. Section 70A-8-102 is amended to read:
                       70A-8-102. Rules for determining whether certain obligations and interests are

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                  securities or financial assets.
                      (1) A share or similar equity interest issued by a corporation, business trust, joint stock
                  company, or similar entity is a security.
                      (2) An "investment company security" is a security. "Investment company security" means
                  a share or similar equity interest issued by an entity that is registered as an investment company under
                  the federal investment company laws, an interest in a unit investment trust that is so registered, or a
                  face-amount certificate issued by a face-amount certificate company that is so registered. Investment
                  company security does not include an insurance policy or endowment policy or annuity contract
                  issued by an insurance company.
                      (3) An interest in a partnership or limited liability company is not a security unless it is dealt
                  in or traded on securities exchanges or in securities markets, its terms expressly provide that it is a
                  security governed by this chapter, or it is an investment company security. However, an interest in
                  a partnership or limited liability company is a financial asset if it is held in a securities account.
                      (4) A writing that is a security certificate is governed by this chapter and not by Chapter 3,
                  even though it also meets the requirements of that chapter. However, a negotiable instrument
                  governed by Chapter 3 is a financial asset if it is held in a securities account.
                      (5) An option or similar obligation issued by a clearing corporation to its participants is not
                  a security, but is a financial asset.
                      (6) A commodity contract, as defined in [Section 70A-9-114 ] Subsection 70A-9a-102 (15),
                  is not a security or a financial asset.
                      Section 35. Section 70A-8-105 is amended to read:
                       70A-8-105. Control.
                      (1) A purchaser has "control" of a certificated security in bearer form if the certificated
                  security is delivered to the purchaser.
                      (2) A purchaser has "control" of a certificated security in registered form if the certificated
                  security is delivered to the purchaser, and:
                      (a) the certificate is indorsed to the purchaser or in blank by an effective indorsement; or
                      (b) the certificate is registered in the name of the purchaser, upon original issue or                   registration

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                  of transfer by the issuer.
                      (3) A purchaser has "control" of an uncertificated security if:
                      (a) the uncertificated security is delivered to the purchaser; or
                      (b) the issuer has agreed that it will comply with instructions originated by the purchaser
                  without further consent by the registered owner.
                      (4) A purchaser has "control" of a security entitlement if:
                      (a) the purchaser becomes the entitlement holder; [or]
                      (b) the securities intermediary has agreed that it will comply with entitlement orders
                  originated by the purchaser without further consent by the entitlement holder[.]; or
                      (c) another person has control of the security entitlement on behalf of the purchaser or,
                  having previously acquired control of the security entitlement, acknowledges that it has control on
                  behalf of the purchaser.
                      (5) If an interest in a security entitlement is granted by the entitlement holder to the
                  entitlement holder's own securities intermediary, the securities intermediary has control.
                      (6) A purchaser who has satisfied the requirements of Subsection (3)(b) or (4)(b) has control
                  even if the registered owner in the case of Subsection (3)(b) or the entitlement holder in the case of
                  Subsection (4)(b) retains the right to make substitutions for the uncertificated security or security
                  entitlement, to originate instructions or entitlement orders to the issuer or securities intermediary, or
                  otherwise to deal with the uncertificated security or security entitlement.
                      (7) An issuer or a securities intermediary may not enter into an agreement of the kind
                  described in Subsection (3)(b) or (4)(b) without the consent of the registered owner or entitlement
                  holder, but an issuer or a securities intermediary is not required to enter into such an agreement even
                  though the registered owner or entitlement holder so directs. An issuer or securities intermediary that
                  has entered into such an agreement is not required to confirm the existence of the agreement to
                  another party unless requested to do so by the registered owner or entitlement holder.
                      Section 36. Section 70A-8-109 is amended to read:
                       70A-8-109. Applicability -- Choice of law.
                      (1) The local law of the issuer's jurisdiction, as specified in Subsection (4), governs:

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                      (a) the validity of a security;
                      (b) the rights and duties of the issuer with respect to registration of transfer;
                      (c) the effectiveness of registration of transfer by the issuer;
                      (d) whether the issuer owes any duties to an adverse claimant to a security; and
                      (e) whether an adverse claim can be asserted against a person to whom transfer of a
                  certificated or uncertificated security is registered or a person who obtains control of an uncertificated
                  security.
                      (2) The local law of the securities intermediary's jurisdiction, as specified in Subsection (5),
                  governs:
                      (a) acquisition of a security entitlement from the securities intermediary;
                      (b) the rights and duties of the securities intermediary and entitlement holder arising out of
                  a security entitlement;
                      (c) whether the securities intermediary owes any duties to an adverse claimant to a security
                  entitlement; and
                      (d) whether an adverse claim can be asserted against a person who acquires a security
                  entitlement from the securities intermediary or a person who purchases a security entitlement or
                  interest therein from an entitlement holder.
                      (3) The local law of the jurisdiction in which a security certificate is located at the time of
                  delivery governs whether an adverse claim can be asserted against a person to whom the security
                  certificate is delivered.
                      (4) "Issuer's jurisdiction" means the jurisdiction under which the issuer of the security is
                  organized or, if permitted by the law of that jurisdiction, the law of another jurisdiction specified by
                  the issuer. An issuer organized under the law of this state may specify the law of another jurisdiction
                  as the law governing the matters specified in Subsections (1)(b) through (e).
                      (5) The following rules determine a "securities intermediary's jurisdiction" for purposes of
                  this section:
                      (a) If an agreement between the securities intermediary and its entitlement holder [specifies
                  that it is governed by the law of a particular jurisdiction] governing the securities account expressly

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                  provides that a particular jurisdiction is the securities intermediary's jurisdiction for purposes of this
                  part, this chapter, or this title, that jurisdiction is the securities intermediary's jurisdiction.
                      (b) If Subsection (5)(a) does not apply and an agreement between the securities intermediary
                  and its entitlement holder governing the securities account expressly provides that the agreement is
                  governed by the law of a particular jurisdiction, that jurisdiction is the securities intermediary's
                  jurisdiction.
                      [(b)] (c) If neither Subsection (5)(a) nor Subsection (5)(b) applies and an agreement between
                  the securities intermediary and its entitlement holder [does not specify the governing law as provided
                  in Subsection (a), but] governing the securities account expressly [specifies] provides that the
                  securities account is maintained at an office in a particular jurisdiction, that jurisdiction is the
                  securities intermediary's jurisdiction.
                      [(c)] (d) If [an agreement between the securities intermediary and its entitlement holder does
                  not specify a jurisdiction as provided in Subsection (a) or (b)] Subsections (5)(a) through (c) do not
                  apply, the securities intermediary's jurisdiction is the jurisdiction in which [is located] the office
                  identified in an account statement as the office serving the entitlement holder's account is located.
                      [(d)] (e) If [an agreement between the securities intermediary and its entitlement holder does
                  not specify a jurisdiction as provided in Subsection (a) or (b) and an account statement does not
                  identify an office serving the entitlement holder's account as provided in Subsection (c)] Subsections
                  (5)(a) through (d) do not apply, the securities intermediary's jurisdiction is the jurisdiction in which
                  [is located] the chief executive office of the securities intermediary is located.
                      (6) A securities intermediary's jurisdiction is not determined by the physical location of
                  certificates representing financial assets, or by the jurisdiction in which is organized the issuer of the
                  financial asset with respect to which an entitlement holder has a security entitlement, or by the
                  location of facilities for data processing or other record keeping concerning the account.
                      Section 37. Section 70A-8-301 is amended to read:
                       70A-8-301. Delivery.
                      (1) Delivery of a certificated security to a purchaser occurs when:
                      (a) the purchaser acquires possession of the security certificate;

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                      (b) another person, other than a securities intermediary, either acquires possession of the
                  security certificate on behalf of the purchaser or, having previously acquired possession of the
                  certificate, acknowledges that it holds for the purchaser; or
                      (c) a securities intermediary acting on behalf of the purchaser acquires possession of the
                  security certificate, only if the certificate is in registered form and [has been] is:
                      (i) registered in the name of the purchaser;
                      (ii) payable to the order of the purchaser; or
                      (iii) specially indorsed to the purchaser by an effective indorsement and has not been indorsed
                  to the securities intermediary or in blank.
                      (2) Delivery of an uncertificated security to a purchaser occurs when:
                      (a) the issuer registers the purchaser as the registered owner, upon original issue or
                  registration of transfer; or
                      (b) another person, other than a securities intermediary, either becomes the registered owner
                  of the uncertificated security on behalf of the purchaser or, having previously become the registered
                  owner, acknowledges that it holds for the purchaser.
                      Section 38. Section 70A-8-302 is amended to read:
                       70A-8-302. Rights of purchaser.
                      (1) Except as otherwise provided in Subsections (2) and (3), [upon delivery] a purchaser of
                  a certificated or uncertificated security [to a purchaser, the purchaser] acquires all rights in the
                  security that the transferor had or had power to transfer.
                      (2) A purchaser of a limited interest acquires rights only to the extent of the interest
                  purchased.
                      (3) A purchaser of a certificated security who as a previous holder had notice of an adverse
                  claim does not improve its position by taking from a protected purchaser.
                      Section 39. Section 70A-8-510 is amended to read:
                       70A-8-510. Rights of purchaser of security entitlement from entitlement holder.
                      (1) [An] In a case not covered by the priority rules in Chapter 9a, Uniform Commercial Code
                  -- Secured Transactions, or the rules stated in Subsection (3), an action based on an adverse claim

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                  to a financial asset or security entitlement, whether framed in conversion, replevin, constructive trust,
                  equitable lien, or other theory, may not be asserted against a person who purchases a security
                  entitlement, or an interest therein, from an entitlement holder if the purchaser gives value, does not
                  have notice of the adverse claim, and obtains control.
                      (2) If an adverse claim could not have been asserted against an entitlement holder under
                  Section 70A-8-502 , the adverse claim cannot be asserted against a person who purchases a security
                  entitlement, or an interest therein, from the entitlement holder.
                      (3) In a case not covered by the priority rules in Chapter 9a, Uniform Commercial Code --
                  Secured Transactions, a purchaser for value of a security entitlement, or an interest therein, who
                  obtains control has priority over a purchaser of a security entitlement, or an interest therein, who does
                  not obtain control. [Purchasers] Except as otherwise provided in Subsection (4), purchasers who
                  have control rank [equally, except that a] according to priority in time of:
                      (a) the purchaser's becoming the person for whom the securities account, in which the
                  security entitlement is carried, is maintained, if the purchaser obtained control under Subsection
                  70A-8-105 (4)(a);
                      (b) the securities intermediary's agreement to comply with the purchaser's entitlement orders
                  with respect to security entitlements carried or to be carried in the securities account in which the
                  security entitlement is carried, if the purchaser obtained control under Subsection 70A-8-105 (4)(b);
                  or
                      (c) if the purchaser obtained control through another person under Subsection
                  70A-8-105 (4)(c), the time on which priority would be based under this subsection if the other person
                  were the secured party.
                      (4) A securities intermediary as purchaser has priority over a conflicting purchaser who has
                  control unless otherwise agreed by the securities intermediary.
                      Section 40. Section 70A-9a-101 is enacted to read:
                 
CHAPTER 9a. UNIFORM COMMERCIAL CODE -- SECURED TRANSACTIONS

                 
Part 1. General Provisions

                      70A-9a-101. Title.

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                      This chapter may be cited as Uniform Commercial Code_Secured Transactions.
                      Section 41. Section 70A-9a-102 is enacted to read:
                      70A-9a-102. Definitions and index of definitions.
                      In this chapter:
                      (1) "Accession" means goods that are physically united with other goods in such a manner
                  that the identity of the original goods is not lost.
                      (2) (a) "Account," except as used in "account for," means a right to payment of a monetary
                  obligation, whether or not earned by performance:
                      (i) for property that has been or is to be sold, leased, licensed, assigned, or otherwise
                  disposed of;
                      (ii) for services rendered or to be rendered;
                      (iii) for a policy of insurance issued or to be issued;
                      (iv) for a secondary obligation incurred or to be incurred;
                      (v) for energy provided or to be provided;
                      (vi) for the use or hire of a vessel under a charter or other contract;
                      (vii) arising out of the use of a credit or charge card or information contained on or for use
                  with the card; or
                      (viii) as winnings in a lottery or other game of chance operated or sponsored by a state,
                  governmental unit of a state, or person licensed or authorized to operate the game by a state or
                  governmental unit of a state.
                      (b) "Account" includes health-care-insurance receivables.
                      (c) "Account" does not include:
                      (i) rights to payment evidenced by chattel paper or an instrument;
                      (ii) commercial tort claims;
                      (iii) deposit accounts;
                      (iv) investment property;
                      (v) letter-of-credit rights or letters of credit; or
                      (vi) rights to payment for money or funds advanced or sold, other than rights arising out of

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                  the use of a credit or charge card or information contained on or for use with the card.
                      (3) (a) "Account debtor" means a person obligated on an account, chattel paper, or general
                  intangible.
                      (b) "Account debtor" does not include persons obligated to pay a negotiable instrument, even
                  if the instrument constitutes part of chattel paper.
                      (4) "Accounting," except as used in "accounting for," means a record:
                      (a) authenticated by a secured party;
                      (b) indicating the aggregate unpaid secured obligations as of a date not more than 35 days
                  earlier or 35 days later than the date of the record; and
                      (c) identifying the components of the obligations in reasonable detail.
                      (5) "Agricultural lien" means an interest, other than a security interest, in farm products:
                      (a) which secures payment or performance of an obligation for:
                      (i) goods or services furnished in connection with a debtor's farming operation; or
                      (ii) rent on real property leased by a debtor in connection with its farming operation;
                      (b) which is created by statute in favor of a person that:
                      (i) in the ordinary course of its business furnished goods or services to a debtor in connection
                  with a debtor's farming operation; or
                      (ii) leased real property to a debtor in connection with the debtor's farming operation; and
                      (c) whose effectiveness does not depend on the person's possession of the personal property.
                      (6) "As-extracted collateral" means:
                      (a) oil, gas, or other minerals that are subject to a security interest that:
                      (i) is created by a debtor having an interest in the minerals before extraction; and
                      (ii) attaches to the minerals as extracted; or
                      (b) accounts arising out of the sale at the wellhead or minehead of oil, gas, or other minerals
                  in which the debtor had an interest before extraction.
                      (7) "Authenticate" means:
                      (a) to sign; or
                      (b) to execute or otherwise adopt a symbol, or encrypt or similarly process a record in whole

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                  or in part, with the present intent of the authenticating person to identify the person and adopt or
                  accept a record.
                      (8) (a) "Bank" means an organization that is engaged in the business of banking.
                      (b) "Bank" includes:
                      (i) a depository institution as defined in Section 7-1-103 ; and
                      (ii) a trust company.
                      (9) "Cash proceeds" means proceeds that are money, checks, deposit accounts, or the like.
                      (10) "Certificate of title" means a certificate of title with respect to which a statute provides
                  for the security interest in question to be indicated on the certificate as a condition or result of the
                  security interest's obtaining priority over the rights of a lien creditor with respect to the collateral.
                      (11) (a) "Chattel paper" means a record or records that evidence both a monetary obligation
                  and a security interest in specific goods, a security interest in specific goods and software used in the
                  goods, a security interest in specific goods and license of software used in the goods, a lease of
                  specific goods, or a lease of specific goods and license of software used in the goods. In this
                  Subsection (11), "monetary obligation" means a monetary obligation secured by the goods or owed
                  under a lease of the goods and includes a monetary obligation with respect to software used in the
                  goods.
                      (b) "Chattel paper" does not include:
                      (i) charters or other contracts involving the use or hire of a vessel; or
                      (ii) records that evidence a right to payment arising out of the use of a credit or charge card
                  or information contained or for use with the card.
                      (c) If a transaction is evidenced by records that include an instrument or series of instruments,
                  the group of records taken together constitutes chattel paper.
                      (12) "Collateral" means the property subject to a security interest or agricultural lien.
                  "Collateral" includes:
                      (a) proceeds to which a security interest attaches;
                      (b) accounts, chattel paper, payment intangibles, and promissory notes that have been sold;
                  and

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                      (c) goods that are the subject of a consignment.
                      (13) "Commercial tort claim" means a claim arising in tort with respect to which:
                      (a) the claimant is an organization; or
                      (b) the claimant is an individual and the claim:
                      (i) arose in the course of the claimant's business or profession; and
                      (ii) does not include damages arising out of personal injury to or the death of an individual.
                      (14) "Commodity account" means an account maintained by a commodity intermediary in
                  which a commodity contract is carried for a commodity customer.
                      (15) "Commodity contract" means a commodity futures contract, an option on a commodity
                  futures contract, a commodity option, or another contract if the contract or option is:
                      (a) traded on or subject to the rules of a board of trade that has been designated as a contract
                  market for such a contract pursuant to federal commodities laws; or
                      (b) traded on a foreign commodity board of trade, exchange, or market, and is carried on the
                  books of a commodity intermediary for a commodity customer.
                      (16) "Commodity customer" means a person for which a commodity intermediary carries a
                  commodity contract on its books.
                      (17) "Commodity intermediary" means a person that:
                      (a) is registered as a futures commission merchant under federal commodities law; or
                      (b) in the ordinary course of its business provides clearance or settlement services for a board
                  of trade that has been designated as a contract market pursuant to federal commodities law.
                      (18) "Communicate" means:
                      (a) to send a written or other tangible record;
                      (b) to transmit a record by any means agreed upon by the persons sending and receiving the
                  record; or
                      (c) in the case of transmission of a record to or by a filing office, to transmit a record by any
                  means prescribed by filing-office rule.
                      (19) "Consignee" means a merchant to which goods are delivered in a consignment.
                      (20) "Consignment" means a transaction, regardless of its form, in which a person delivers

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                  goods to a merchant for the purpose of sale and:
                      (a) the merchant:
                      (i) deals in goods of that kind under a name other than the name of the person making
                  delivery;
                      (ii) is not an auctioneer; and
                      (iii) is not generally known by its creditors to be substantially engaged in selling the goods
                  of others;
                      (b) with respect to each delivery, the aggregate value of the goods is $1,000 or more at the
                  time of delivery;
                      (c) the goods are not consumer goods immediately before delivery; and
                      (d) the transaction does not create a security interest that secures an obligation.
                      (21) "Consignor" means a person that delivers goods to a consignee in a consignment.
                      (22) "Consumer debtor" means a debtor in a consumer transaction.
                      (23) "Consumer goods" means goods that are used or bought for use primarily for personal,
                  family, or household purposes.
                      (24) "Consumer-goods transaction" means a consumer transaction in which:
                      (a) an individual incurs an obligation primarily for personal, family, or household purposes;
                  and
                      (b) a security interest in consumer goods secures the obligation.
                      (25) "Consumer obligor" means an obligor who is an individual and who incurred the
                  obligation as part of a transaction entered into primarily for personal, family, or household purposes.
                      (26) (a) "Consumer transaction" means a transaction in which:
                      (i) an individual incurs an obligation primarily for personal, family, or household purposes;
                      (ii) a security interest secures the obligation; and
                      (iii) the collateral is held or acquired primarily for personal, family, or household purposes.
                      (b) "Consumer transaction" includes consumer-goods transactions.
                      (27) "Continuation statement" means an amendment of a financing statement which:
                      (a) identifies, by its file number, the initial financing statement to which it relates; and

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                      (b) indicates that it is a continuation statement for, or that it is filed to continue the
                  effectiveness of, the identified financing statement.
                      (28) "Debtor" means:
                      (a) a person having an interest, other than a security interest or other lien, in the collateral,
                  whether or not the person is an obligor;
                      (b) a seller of accounts, chattel paper, payment intangibles, or promissory notes; or
                      (c) a consignee.
                      (29) (a) "Deposit account" means a demand, time, savings, passbook, or similar account
                  maintained with a bank.
                      (b) "Deposit account" does not include investment property or accounts evidenced by an
                  instrument.
                      (30) "Document" means a document of title or a receipt of the type described in Subsection
                  70A-7-201 (2).
                      (31) "Electronic chattel paper" means chattel paper evidenced by a record or records
                  consisting of information stored in an electronic medium.
                      (32) "Encumbrance" means a right, other than an ownership interest, in real property.
                  "Encumbrance" includes mortgages and other liens on real property.
                      (33) "Equipment" means goods other than inventory, farm products, or consumer goods.
                      (34) "Farm products" means goods, other than standing timber, with respect to which the
                  debtor is engaged in a farming operation and which are:
                      (a) crops grown, growing, or to be grown, including:
                      (i) crops produced on trees, vines, and bushes; and
                      (ii) aquatic goods produced in aquacultural operations;
                      (b) livestock, born or unborn, including aquatic goods produced in aquacultural operations;
                      (c) supplies used or produced in a farming operation; or
                      (d) products of crops or livestock in their unmanufactured states.
                      (35) "Farming operation" means raising, cultivating, propagating, fattening, grazing, or any
                  other farming, livestock, or aquacultural operation.

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                      (36) "File number" means the number assigned to an initial financing statement pursuant to
                  Subsection 70A-9a-519 (1).
                      (37) "Filing office" means an office designated in Section 70A-9a-501 as the place to file a
                  financing statement.
                      (38) "Filing-office rule" means a rule adopted pursuant to Section 70A-9a-526 .
                      (39) "Financing statement" means a record or records composed of an initial financing
                  statement and any filed record relating to the initial financing statement.
                      (40) (a) "Fixture filing" means the filing of a financing statement covering goods that are or
                  are to become fixtures and satisfying Subsections 70A-9a-502 (1) and (2).
                      (b) "Fixture filing" includes the filing of a financing statement covering goods of a
                  transmitting utility which are or are to become fixtures.
                      (41) "Fixtures" means goods that have become so related to particular real property that an
                  interest in them arises under real property law.
                      (42) (a) "General intangible" means any personal property, including things in action, other
                  than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods,
                  instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, or other
                  minerals before extraction.
                      (b) "General intangible" includes payment intangibles and software.
                      (43) "Good faith" means honesty in fact and the observance of reasonable commercial
                  standards of fair dealing.
                      (44) (a) "Goods" means all things that are movable when a security interest attaches.
                      (b) "Goods" includes:
                      (i) fixtures;
                      (ii) standing timber that is to be cut and removed under a conveyance or contract for sale;
                      (iii) the unborn young of animals;
                      (iv) crops grown, growing, or to be grown, even if the crops are produced on trees, vines,
                  or bushes; and
                      (v) manufactured homes.

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                      (c) "Goods" also includes a computer program embedded in goods and any supporting
                  information provided in connection with a transaction relating to the program if:
                      (i) the program is associated with the goods in such a manner that it customarily is considered
                  part of the goods; or
                      (ii) by becoming the owner of the goods, a person acquires a right to use the program in
                  connection with the goods.
                      (d) "Goods" does not include a computer program embedded in goods that consist solely of
                  the medium in which the program is embedded.
                      (e) "Goods" also does not include accounts, chattel paper, commercial tort claims, deposit
                  accounts, documents, general intangibles, instruments, investment property, letter-of-credit rights,
                  letters of credit, money, or oil, gas, or other minerals before extraction.
                      (45) (a) "Governmental unit" means a subdivision, agency, department, county, parish,
                  municipality, or other unit of the government of the United States, a state, or a foreign country.
                      (b) "Governmental unit" includes an organization having a separate corporate existence if the
                  organization is eligible to issue debt on which interest is exempt from income taxation under the laws
                  of the United States.
                      (46) "Health-care-insurance receivable" means an interest in or claim under a policy of
                  insurance which is a right to payment of a monetary obligation for health-care goods or services
                  provided.
                      (47) (a) "Instrument" means a negotiable instrument or any other writing that evidences a
                  right to the payment of a monetary obligation, is not itself a security agreement or lease, and is of a
                  type that in ordinary course of business is transferred by delivery with any necessary indorsement or
                  assignment.
                      (b) "Instrument" does not include:
                      (i) investment property;
                      (ii) letters of credit; or
                      (iii) writings that evidence a right to payment arising out of the use of a credit or charge card
                  or information contained on or for use with the card.

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                      (48) "Inventory" means goods, other than farm products, which:
                      (a) are leased by a person as lessor;
                      (b) are held by a person for sale or lease or to be furnished under a contract of service;
                      (c) are furnished by a person under a contract of service; or
                      (d) consist of raw materials, work in process, or materials used or consumed in a business.
                      (49) "Investment property" means a security, whether certificated or uncertificated, security
                  entitlement, securities account, commodity contract, or commodity account.
                      (50) "Jurisdiction of organization," with respect to a registered organization, means the
                  jurisdiction under whose law the organization is organized.
                      (51) (a) "Letter-of-credit right" means a right to payment or performance under a letter of
                  credit, whether or not the beneficiary has demanded or is at the time entitled to demand payment or
                  performance.
                      (b) "Letter-of-credit right" does not include the right of a beneficiary to demand payment or
                  performance under a letter of credit.
                      (52) "Lien creditor" means:
                      (a) a creditor that has acquired a lien on the property involved by attachment, levy, or the
                  like;
                      (b) an assignee for benefit of creditors from the time of assignment;
                      (c) a trustee in bankruptcy from the date of the filing of the petition; or
                      (d) a receiver in equity from the time of appointment.
                      (53) (a) "Manufactured home" means a structure, transportable in one or more sections,
                  which, in the traveling mode, is eight body feet or more in width or 40 body feet or more in length,
                  or, when erected on site, is 320 or more square feet, and which is built on a permanent chassis and
                  designed to be used as a dwelling with or without a permanent foundation when connected to the
                  required utilities, and includes the plumbing, heating, air-conditioning, and electrical systems
                  contained therein.
                      (b) "Manufactured home" includes any structure that meets all of the requirements of this
                  Subsection (53) except the size requirements and with respect to which the manufacturer voluntarily

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                  files a certification required by the United States Secretary of Housing and Urban Development and
                  complies with the standards established under Title 42 of the United States Code.
                      (54) "Manufactured-home transaction" means a secured transaction:
                      (a) that creates a purchase-money security interest in a manufactured home, other than a
                  manufactured home held as inventory; or
                      (b) in which a manufactured home, other than a manufactured home held as inventory, is the
                  primary collateral.
                      (55) "Mortgage" means a consensual interest in real property, including fixtures, which
                  secures payment or performance of an obligation.
                      (56) "New debtor" means a person that becomes bound as debtor under Subsection
                  70A-9a-203 (4) by a security agreement previously entered into by another person.
                      (57) (a) "New value" means:
                      (i) money;
                      (ii) money's worth in property, services, or new credit; or
                      (iii) release by a transferee of an interest in property previously transferred to the transferee.
                      (b) "New value" does not include an obligation substituted for another obligation.
                      (58) "Noncash proceeds" means proceeds other than cash proceeds.
                      (59) (a) "Obligor" means a person that, with respect to an obligation secured by a security
                  interest in or an agricultural lien on the collateral:
                      (i) owes payment or other performance of the obligation;
                      (ii) has provided property other than the collateral to secure payment or other performance
                  of the obligation; or
                      (iii) is otherwise accountable in whole or in part for payment or other performance of the
                  obligation.
                      (b) "Obligor" does not include issuers or nominated persons under a letter of credit.
                      (60) "Original debtor," except as used in Subsection 70A-9a-310 (3), means a person that,
                  as debtor, entered into a security agreement to which a new debtor has become bound under
                  Subsection 70A-9a-203 (4).

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                      (61) "Payment intangible" means a general intangible under which the account debtor's
                  principal obligation is a monetary obligation.
                      (62) "Person related to," with respect to an individual, means:
                      (a) the spouse of the individual;
                      (b) a brother, brother-in-law, sister, or sister-in-law of the individual;
                      (c) an ancestor or lineal descendant of the individual or the individual's spouse; or
                      (d) any other relative, by blood or marriage, of the individual or the individual's spouse who
                  shares the same home with the individual.
                      (63) "Person related to," with respect to an organization, means:
                      (a) a person directly or indirectly controlling, controlled by, or under common control with
                  the organization;
                      (b) an officer or director of, or a person performing similar functions with respect to, the
                  organization;
                      (c) an officer or director of, or a person performing similar functions with respect to, a person
                  described in Subsection (63)(a);
                      (d) the spouse of an individual described in Subsection (63)(a), (b), or (c); or
                      (e) an individual who is related by blood or marriage to an individual described in Subsection
                  (63)(a), (b), (c), or (d) and shares the same home with the individual.
                      (64) "Proceeds," except as used in Subsection 70A-9a-609 (2), means the following property:
                      (a) whatever is acquired upon the sale, lease, license, exchange, or other disposition of
                  collateral;
                      (b) whatever is collected on, or distributed on account of, collateral;
                      (c) rights arising out of collateral;
                      (d) to the extent of the value of collateral, claims arising out of the loss, nonconformity, or
                  interference with the use of, defects or infringement of rights in, or damage to, the collateral; or
                      (e) to the extent of the value of collateral and to the extent payable to the debtor or the
                  secured party, insurance payable by reason of the loss or nonconformity of, defects or infringement
                  of rights in, or damage to, the collateral.

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                      (65) "Promissory note" means an instrument that evidences a promise to pay a monetary
                  obligation, does not evidence an order to pay, and does not contain an acknowledgment by a bank
                  that the bank has received for deposit a sum of money or funds.
                      (66) "Proposal" means a record authenticated by a secured party which includes the terms
                  on which the secured party is willing to accept collateral in full or partial satisfaction of the obligation
                  it secures pursuant to Sections 70A-9a-620 , 70A-9a-621 , and 70A-9a-622 .
                      (67) "Public-finance transaction" means a secured transaction in connection with which:
                      (a) debt securities are issued;
                      (b) all or a portion of the securities issued have an initial stated maturity of at least 20 years;
                  and
                      (c) the debtor, obligor, secured party, account debtor or other person obligated on collateral,
                  assignor or assignee of a secured obligation, or assignor or assignee of a security interest is a state
                  or a governmental unit of a state.
                      (68) "Pursuant to commitment," with respect to an advance made or other value given by a
                  secured party, means pursuant to the secured party's obligation, whether or not a subsequent event
                  of default or other event not within the secured party's control has relieved or may relieve the secured
                  party from its obligation.
                      (69) "Record," except as used in "for record," "of record," "record or legal title," and "record
                  owner," means information that is inscribed on a tangible medium or which is stored in an electronic
                  or other medium and is retrievable in perceivable form.
                      (70) "Registered organization" means an organization organized solely under the law of a
                  single state or the United States and as to which the state or the United States must maintain a public
                  record showing the organization to have been organized.
                      (71) "Secondary obligor" means an obligor to the extent that:
                      (a) the obligor's obligation is secondary; or
                      (b) the obligor has a right of recourse with respect to an obligation secured by collateral
                  against the debtor, another obligor, or property of either.
                      (72) "Secured party" means:

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                      (a) a person in whose favor a security interest is created or provided for under a security
                  agreement, whether or not any obligation to be secured is outstanding;
                      (b) a person that holds an agricultural lien;
                      (c) a consignor;
                      (d) a person to which accounts, chattel paper, payment intangibles, or promissory notes have
                  been sold;
                      (e) a trustee, indenture trustee, agent, collateral agent, or other representative in whose favor
                  a security interest or agricultural lien is created or provided for; or
                      (f) a person that holds a security interest arising under Section 70A-2-401 , 70A-2-505 ,
                  70A-4-210 , or 70A-5-118 or Subsection 70A-2-711 (3) or 70A-2a-508 (5).
                      (73) "Security agreement" means an agreement that creates or provides for a security interest.
                      (74) "Send," in connection with a record or notification, means:
                      (a) to deposit in the mail, deliver for transmission, or transmit by any other usual means of
                  communication, with postage or cost of transmission provided for, addressed to any address
                  reasonable under the circumstances; or
                      (b) to cause the record or notification to be received within the time that it would have been
                  received if properly sent under Subsection (74)(a).
                      (75) (a) "Software" means a computer program and any supporting information provided in
                  connection with a transaction relating to the program.
                      (b) "Software" does not include a computer program that is included in the definition of
                  goods.
                      (76) "State" means a state of the United States, the District of Columbia, Puerto Rico, the
                  United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the
                  United States.
                      (77) "Supporting obligation" means a letter-of-credit right or secondary obligation that
                  supports the payment or performance of an account, chattel paper, a document, a general intangible,
                  an instrument, or investment property.
                      (78) "Tangible chattel paper" means chattel paper evidenced by a record or records consisting

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                  of information that is inscribed on a tangible medium.
                      (79) "Termination statement" means an amendment of a financing statement which:
                      (a) identifies, by its file number, the initial financing statement to which it relates; and
                      (b) indicates either that it is a termination statement or that the identified financing statement
                  is no longer effective.
                      (80) "Transmitting utility" means a person primarily engaged in the business of:
                      (a) operating a railroad, subway, street railway, or trolley bus;
                      (b) transmitting communications electrically, electromagnetically, or by light;
                      (c) transmitting goods by pipeline or sewer; or
                      (d) transmitting or producing and transmitting electricity, steam, gas, or water.
                      Section 42. Section 70A-9a-102.1 is enacted to read:
                      70A-9a-102.1. Definitions from other chapters.
                      (1) The following definitions in other chapters of this title apply to this chapter:
                      (a) "Applicant" Section 70A-5-102 .
                      (b) "Beneficiary" Section 70A-5-102 .
                      (c) "Broker" Section 70A-8-101 .
                      (d) "Certificated security" Section 70A-8-101 .
                      (e) "Check" Section 70A-3-104 .
                      (f) "Clearing corporation" Section 70A-8-101 .
                      (g) "Contract for sale" Section 70A-2-106 .
                      (h) "Customer" Section 70A-4-104 .
                      (i) "Entitlement holder" Section 70A-8-101 .
                      (j) "Financial asset" Section 70A-8-101 .
                      (k) "Holder in due course" Section 70A-3-302 .
                      (l) (i) "Issuer" (with respect to a letter of credit or letter-of-credit right) Section 70A-5-102 .
                      (ii) "Issuer" (with respect to a security) Section 70A-8-201 .
                      (m) "Lease" Section 70A-2a-103 .
                      (n) "Lease agreement" Section 70A-2a-103 .

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                      (o) "Lease contract" Section 70A-2a-103 .
                      (p) "Leasehold interest" Section 70A-2a-103 .
                      (q) "Lessee" Section 70A-2a-103 .
                      (r) "Lessee in ordinary course of business" Section 70A-2a-103 .
                      (s) "Lessor" Section 70A-2a-103 .
                      (t) "Lessor's residual interest" Section 70A-2a-103 .
                      (u) "Letter of credit" Section 70A-5-102 .
                      (v) "Merchant" Section 70A-2-104 .
                      (w) "Negotiable instrument" Section 70A-3-104 .
                      (x) "Nominated person" Section 70A-5-102 .
                      (y) "Note" Section 70A-3-104 .
                      (z) "Proceeds of a letter of credit" Section 70A-5-114 .
                      (aa) "Prove" Section 70A-3-103 .
                      (bb) "Sale" Section 70A-2-106 .
                      (cc) "Securities account" Section 70A-8-501 .
                      (dd) "Securities intermediary" Section 70A-8-101 .
                      (ee) "Security" Section 70A-8-101 .
                      (ff) "Security certificate" Section 70A-8-101 .
                      (gg) "Security entitlement" Section 70A-8-101 .
                      (hh) "Uncertificated security" Section 70A-8-101 .
                      (2) Chapter 1 contains general definitions and principles of construction and interpretation
                  applicable throughout this chapter.
                      Section 43. Section 70A-9a-103 is enacted to read:
                      70A-9a-103. Purchase-money security interest -- Application of payments -- Burden
                  of establishing.
                      (1) In this section:
                      (a) "purchase-money collateral" means goods or software that secures a purchase-money
                  obligation incurred with respect to that collateral; and

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                      (b) "purchase-money obligation" means an obligation of an obligor incurred as all or part of
                  the price of the collateral or for value given to enable the debtor to acquire rights in or the use of the
                  collateral if the value is in fact so used.
                      (2) A security interest in goods is a purchase-money security interest:
                      (a) to the extent that the goods are purchase-money collateral with respect to that security
                  interest;
                      (b) if the security interest is in inventory that is or was purchase-money collateral, also to the
                  extent that the security interest secures a purchase-money obligation incurred with respect to other
                  inventory in which the secured party holds or held a purchase-money security interest; and
                      (c) also to the extent that the security interest secures a purchase-money obligation incurred
                  with respect to software in which the secured party holds or held a purchase-money security interest.
                      (3) A security interest in software is a purchase-money security interest to the extent that the
                  security interest also secures a purchase-money obligation incurred with respect to goods in which
                  the secured party holds or held a purchase-money security interest if:
                      (a) the debtor acquired its interest in the software in an integrated transaction in which it
                  acquired an interest in the goods; and
                      (b) the debtor acquired its interest in the software for the principal purpose of using the
                  software in the goods.
                      (4) The security interest of a consignor in goods that are the subject of a consignment is a
                  purchase-money security interest in inventory.
                      (5) In a transaction other than a consumer-goods transaction, if the extent to which a security
                  interest is a purchase-money security interest depends on the application of a payment to a particular
                  obligation, the payment must be applied:
                      (a) in accordance with any reasonable method of application to which the parties agree;
                      (b) in the absence of the parties' agreement to a reasonable method, in accordance with any
                  intention of the obligor manifested at or before the time of payment; or
                      (c) in the absence of an agreement to a reasonable method and a timely manifestation of the
                  obligor's intention, in the following order:

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                      (i) to obligations that are not secured; and
                      (ii) if more than one obligation is secured, to obligations secured by purchase-money security
                  interests in the order in which those obligations were incurred.
                      (6) In a transaction other than a consumer-goods transaction, a purchase-money security
                  interest does not lose its status as such, even if:
                      (a) the purchase-money collateral also secures an obligation that is not a purchase-money
                  obligation;
                      (b) collateral that is not purchase-money collateral also secures the purchase-money
                  obligation; or
                      (c) the purchase-money obligation has been renewed, refinanced, consolidated, or
                  restructured.
                      (7) In a transaction other than a consumer-goods transaction, a secured party claiming a
                  purchase-money security interest has the burden of establishing the extent to which the security
                  interest is a purchase-money security interest.
                      (8) The limitation of the rules in Subsections (5), (6), and (7) to transactions other than
                  consumer-goods transactions is intended to leave to the court the determination of the proper rules
                  in consumer-goods transactions. The court may not infer from that limitation the nature of the proper
                  rule in consumer-goods transactions and may continue to apply established approaches.
                      Section 44. Section 70A-9a-104 is enacted to read:
                      70A-9a-104. Control of deposit account.
                      (1) A secured party has control of a deposit account if:
                      (a) the secured party is the bank with which the deposit account is maintained;
                      (b) the debtor, secured party, and bank have agreed in an authenticated record that the bank
                  will comply with instructions originated by the secured party directing disposition of the funds in the
                  deposit account without further consent by the debtor; or
                      (c) the secured party becomes the bank's customer with respect to the deposit account.
                      (2) A secured party that has satisfied Subsection (1) has control, even if the debtor retains
                  the right to direct the disposition of funds from the deposit account.

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                      Section 45. Section 70A-9a-105 is enacted to read:
                      70A-9a-105. Control of electronic chattel paper.
                      A secured party has control of electronic chattel paper if the record or records comprising the
                  chattel paper are created, stored, and assigned in such a manner that:
                      (1) a single authoritative copy of the record or records exists which is unique, identifiable
                  and, except as otherwise provided in Subsections (4), (5), and (6), unalterable;
                      (2) the authoritative copy identifies the secured party as the assignee of the record or records;
                      (3) the authoritative copy is communicated to and maintained by the secured party or its
                  designated custodian;
                      (4) copies or revisions that add or change an identified assignee of the authoritative copy can
                  be made only with the participation of the secured party;
                      (5) each copy of the authoritative copy and any copy of a copy is readily identifiable as a                   copy
                  that is not the authoritative copy; and
                      (6) any revision of the authoritative copy is readily identifiable as an authorized or
                  unauthorized revision.
                      Section 46. Section 70A-9a-106 is enacted to read:
                      70A-9a-106. Control of investment property.
                      (1) A person has control of a certificated security, uncertificated security, or security
                  entitlement as provided in Section 70A-8-105 .
                      (2) A secured party has control of a commodity contract if:
                      (a) the secured party is the commodity intermediary with which the commodity contract is
                  carried; or
                      (b) the commodity customer, secured party, and commodity intermediary have agreed that
                  the commodity intermediary will apply any value distributed on account of the commodity contract
                  as directed by the secured party without further consent by the commodity customer.
                      (3) A secured party having control of all security entitlements or commodity contracts carried
                  in a securities account or commodity account has control over the securities account or commodity
                  account.

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                      Section 47. Section 70A-9a-107 is enacted to read:
                      70A-9a-107. Control of letter-of-credit right.
                      A secured party has control of a letter-of-credit right to the extent of any right to payment or
                  performance by the issuer or any nominated person if the issuer or nominated person has consented
                  to an assignment of proceeds of the letter of credit under Subsection 70A-5-114 (3) or otherwise
                  applicable law or practice.
                      Section 48. Section 70A-9a-108 is enacted to read:
                      70A-9a-108. Sufficiency of description.
                      (1) Except as otherwise provided in Subsections (3), (4), and (5), a description of personal
                  or real property is sufficient, whether or not it is specific, if it reasonably identifies what is described.
                      (2) Except as otherwise provided in Subsection (4), a description of collateral reasonably
                  identifies the collateral if it identifies the collateral by:
                      (a) specific listing;
                      (b) category;
                      (c) except as otherwise provided in Subsection (5), a type of collateral defined in this title;
                      (d) quantity;
                      (e) computational or allocational formula or procedure; or
                      (f) except as otherwise provided in Subsection (3), any other method, if the identity of the
                  collateral is objectively determinable.
                      (3) A description of collateral as "all the debtor's assets" or "all the debtor's personal
                  property" or using words of similar import does not reasonably identify the collateral.
                      (4) Except as otherwise provided in Subsection (5), a description of a security entitlement,
                  securities account, or commodity account is sufficient if it describes:
                      (a) the collateral by those terms or as investment property; or
                      (b) the underlying financial asset or commodity contract.
                      (5) A description only by type of collateral defined in this title is an insufficient description
                  of:
                      (a) a commercial tort claim; or

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                      (b) in a consumer transaction, consumer goods, a security entitlement, a securities account,
                  or a commodity account.
                      Section 49. Section 70A-9a-109 is enacted to read:
                      70A-9a-109. Scope.
                      (1) Except as otherwise provided in Subsections (3) and (4), this chapter applies to:
                      (a) a transaction, regardless of its form, that creates a security interest in personal property
                  or fixtures by contract;
                      (b) an agricultural lien;
                      (c) a sale of accounts, chattel paper, payment intangibles, or promissory notes;
                      (d) a consignment;
                      (e) a security interest arising under Section 70A-2-401 or 70A-2-505 or Subsection
                  70A-2-711 (3) or 70A-2a-508 (5), as provided in Section 70A-9a-110 ; and
                      (f) a security interest arising under Section 70A-4-210 or 70A-5-118 .
                      (2) The application of this chapter to a security interest in a secured obligation is not affected
                  by the fact that the obligation is itself secured by a transaction or interest to which this chapter does
                  not apply.
                      (3) This chapter does not apply to the extent that:
                      (a) a statute, regulation, or treaty of the United States preempts this chapter;
                      (b) another statute of this state expressly governs the creation, perfection, priority, or
                  enforcement of a security interest created by this state or a governmental unit of this state;
                      (c) a statute of another state, a foreign country, or a governmental unit of another state or
                  a foreign country, other than a statute generally applicable to security interests, expressly governs
                  creation, perfection, priority, or enforcement of a security interest created by the state, country, or
                  governmental unit; or
                      (d) the rights of a transferee beneficiary or nominated person under a letter of credit are
                  independent and superior under Section 70A-5-114 .
                      (4) This chapter does not apply to:
                      (a) a landlord's lien, other than an agricultural lien;

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                      (b) a lien, other than an agricultural lien, given by statute or other rule of law for services or
                  materials, but Section 70A-9a-333 applies with respect to priority of the lien;
                      (c) an assignment of a claim for wages, salary, or other compensation of an employee;
                      (d) a sale of accounts, chattel paper, payment intangibles, or promissory notes as part of a
                  sale of the business out of which they arose;
                      (e) an assignment of accounts, chattel paper, payment intangibles, or promissory notes which
                  is for the purpose of collection only;
                      (f) an assignment of a right to payment under a contract to an assignee that is also obligated
                  to perform under the contract;
                      (g) an assignment of a single account, payment intangible, or promissory note to an assignee
                  in full or partial satisfaction of a preexisting indebtedness;
                      (h) a transfer of an interest in or an assignment of a claim under a policy of insurance, other
                  than an assignment by or to a health-care provider of a health-care-insurance receivable and any
                  subsequent assignment of the right to payment, but Sections 70A-9a-315 and 70A-9a-322 apply with
                  respect to proceeds and priorities in proceeds;
                      (i) an assignment of a right represented by a judgment, other than a judgment taken on a right
                  to payment that was collateral;
                      (j) a right of recoupment or set-off, but:
                      (i) Section 70A-9a-340 applies with respect to the effectiveness of rights of recoupment or
                  set-off against deposit accounts; and
                      (ii) Section 70A-9a-404 applies with respect to defenses or claims of an account debtor;
                      (k) the creation or transfer of an interest in or lien on real property, including a lease or rents
                  thereunder, except to the extent that provision is made for:
                      (i) liens on real property in Sections 70A-9a-203 and 70A-9a-308 ;
                      (ii) fixtures in Section 70A-9a-334 ;
                      (iii) fixture filings in Sections 70A-9a-501 , 70A-9a-502 , 70A-9a-512 , 70A-9a-516 , and
                  70A-9a-519 ; and
                      (iv) security agreements covering personal and real property in Section 70A-9a-604 ;

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                      (l) an assignment of a claim arising in tort, other than a commercial tort claim, but Sections
                  70A-9a-315 and 70A-9a-322 apply with respect to proceeds and priorities in proceeds; or
                      (m) an assignment of a deposit account in a consumer transaction, but Sections 70A-9a-315
                  and 70A-9a-322 apply with respect to proceeds and priorities in proceeds.
                      Section 50. Section 70A-9a-110 is enacted to read:
                      70A-9a-110. Security interests arising under Chapter 2 or 2a.
                      A security interest arising under Section 70A-2-401 or 70A-2-505 , or Subsection
                  70A-2-711 (3) or 70A-2a-508 (5) is subject to this chapter. However, until the debtor obtains
                  possession of the goods:
                      (1) the security interest is enforceable, even if Subsection 70A-9a-203 (2)(c) has not been
                  satisfied;
                      (2) filing is not required to perfect the security interest;
                      (3) the rights of the secured party after default by the debtor are governed by Chapter 2 or
                  2a; and
                      (4) the security interest has priority over a conflicting security interest created by the debtor.
                      Section 51. Section 70A-9a-201 is enacted to read:
                 
Part 2. Effectiveness of Security Agreement -- Attachment of Security Interest --
Rights of

                 
Parties to Security Agreement

                      70A-9a-201. General effectiveness of security agreement.
                      (1) Except as otherwise provided in this title, a security agreement is effective according to
                  its terms between the parties, against purchasers of the collateral, and against creditors.
                      (2) A transaction subject to this chapter is subject to:
                      (a) any applicable rule of law which establishes a different rule for consumers; and
                      (b) Title 70C, Utah Consumer Credit Code.
                      (3) In case of conflict between this chapter and a rule of law, statute, or regulation described
                  in Subsection (2), the rule of law, statute, or regulation controls. Failure to comply with a statute or
                  regulation described in Subsection (2) has only the effect the statute or regulation specifies.
                      (4) This chapter does not:

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                      (a) validate any rate, charge, agreement, or practice that violates a rule of law, statute, or
                  regulation described in Subsection (2); or
                      (b) extend the application of the rule of law, statute, or regulation to a transaction not
                  otherwise subject to it.
                      Section 52. Section 70A-9a-202 is enacted to read:
                      70A-9a-202. Title to collateral immaterial.
                      Except as otherwise provided with respect to consignments or sales of accounts, chattel
                  paper, payment intangibles, or promissory notes, the provisions of this chapter with regard to rights
                  and obligations apply whether title to collateral is in the secured party or the debtor.
                      Section 53. Section 70A-9a-203 is enacted to read:
                      70A-9a-203. Attachment and enforceability of security interest -- Proceeds --
                  Supporting obligations -- Formal requisites.
                      (1) A security interest attaches to collateral when it becomes enforceable against the debtor
                  with respect to the collateral, unless an agreement expressly postpones the time of attachment.
                      (2) Except as otherwise provided in Subsections (3) through (9), a security interest is
                  enforceable against the debtor and third parties with respect to the collateral only if:
                      (a) value has been given;
                      (b) the debtor has rights in the collateral or the power to transfer rights in the collateral to
                  a secured party; and
                      (c) one of the following conditions is met:
                      (i) the debtor has authenticated a security agreement that provides a description of the
                  collateral and, if the security interest covers timber to be cut, a description of the land concerned;
                      (ii) the collateral is not a certificated security and is in the possession of the secured party
                  under Section 70A-9a-313 pursuant to the debtor's security agreement;
                      (iii) the collateral is a certificated security in registered form and the security certificate has
                  been delivered to the secured party under Section 70A-8-301 pursuant to the debtor's security
                  agreement; or
                      (iv) the collateral is deposit accounts, electronic chattel paper, investment property, or

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                  letter-of-credit rights, and the secured party has control under Section 70A-9a-104 , 70A-9a-105 ,
                  70A-9a-106 , or 70A-9a-107 pursuant to the debtor's security agreement.
                      (3) Subsection (2) is subject to Section 70A-4-210 on the security interest of a collecting
                  bank, Section 70A-5-118 on the security interest of a letter-of-credit issuer or nominated person,
                  Section 70A-9a-110 on a security interest arising under Chapter 2 or 2a, and Section 70A-9a-206 on
                  security interests in investment property.
                      (4) A person becomes bound as debtor by a security agreement entered into by another person
                  if, by operation of law other than this chapter or by contract:
                      (a) the security agreement becomes effective to create a security interest in the person's
                  property; or
                      (b) the person becomes generally obligated for the obligations of the other person, including
                  the obligation secured under the security agreement, and acquires or succeeds to all or substantially
                  all of the assets of the other person.
                      (5) If a new debtor becomes bound as debtor by a security agreement entered into by another
                  person:
                      (a) the agreement satisfies Subsection (2)(c) with respect to existing or after-acquired
                  property of the new debtor to the extent the property is described in the agreement; and
                      (b) another agreement is not necessary to make a security interest in the property enforceable.
                      (6) The attachment of a security interest in collateral gives the secured party the rights to
                  proceeds provided by Section 70A-9a-315 and is also attachment of a security interest in a supporting
                  obligation for the collateral.
                      (7) The attachment of a security interest in a right to payment or performance secured by a
                  security interest or other lien on personal or real property is also attachment of a security interest in
                  the security interest, mortgage, or other lien.
                      (8) The attachment of a security interest in a securities account is also attachment of a security
                  interest in the security entitlements carried in the securities account.
                      (9) The attachment of a security interest in a commodity account is also attachment of a
                  security interest in the commodity contracts carried in the commodity account.

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                      Section 54. Section 70A-9a-204 is enacted to read:
                      70A-9a-204. After-acquired property -- Future advances.
                      (1) Except as otherwise provided in Subsection (2), a security agreement may create or
                  provide for a security interest in after-acquired collateral.
                      (2) A security interest does not attach under a term constituting an after-acquired property
                  clause to:
                      (a) consumer goods, other than an accession when given as additional security, unless the
                  debtor acquires rights in them within ten days after the secured party gives value; or
                      (b) a commercial tort claim.
                      (3) A security agreement may provide that collateral secures, or that accounts, chattel paper,
                  payment intangibles, or promissory notes are sold in connection with, future advances or other value,
                  whether or not the advances or value are given pursuant to commitment.
                      Section 55. Section 70A-9a-205 is enacted to read:
                      70A-9a-205. Use or disposition of collateral permissible.
                      (1) A security interest is not invalid or fraudulent against creditors solely because:
                      (a) the debtor has the right or ability to:
                      (i) use, commingle, or dispose of all or part of the collateral, including returned or
                  repossessed goods;
                      (ii) collect, compromise, enforce, or otherwise deal with collateral;
                      (iii) accept the return of collateral or make repossessions; or
                      (iv) use, commingle, or dispose of proceeds; or
                      (b) the secured party fails to require the debtor to account for proceeds or replace collateral.
                      (2) This section does not relax the requirements of possession if attachment, perfection, or
                  enforcement of a security interest depends upon possession of the collateral by the secured party.
                      Section 56. Section 70A-9a-206 is enacted to read:
                      70A-9a-206. Security interest arising in purchase or delivery of financial asset.
                      (1) A security interest in favor of a securities intermediary attaches to a person's security
                  entitlement if:

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                      (a) the person buys a financial asset through the securities intermediary in a transaction in
                  which the person is obligated to pay the purchase price to the securities intermediary at the time of
                  the purchase; and
                      (b) the securities intermediary credits the financial asset to the buyer's securities account
                  before the buyer pays the securities intermediary.
                      (2) The security interest described in Subsection (1) secures the person's obligation to pay
                  for the financial asset.
                      (3) A security interest in favor of a person that delivers a certificated security or other
                  financial asset represented by a writing attaches to the security or other financial asset if:
                      (a) the security or other financial asset:
                      (i) in the ordinary course of business is transferred by delivery with any necessary
                  indorsement or assignment; and
                      (ii) is delivered under an agreement between persons in the business of dealing with such
                  securities or financial assets; and
                      (b) the agreement calls for delivery against payment.
                      (4) The security interest described in Subsection (3) secures the obligation to make payment
                  for the delivery.
                      Section 57. Section 70A-9a-207 is enacted to read:
                      70A-9a-207. Rights and duties of secured party having possession or control of
                  collateral.
                      (1) Except as otherwise provided in Subsection (4), a secured party shall use reasonable care
                  in the custody and preservation of collateral in the secured party's possession. In the case of chattel
                  paper or an instrument, reasonable care includes taking necessary steps to preserve rights against
                  prior parties unless otherwise agreed.
                      (2) Except as otherwise provided in Subsection (4), if a secured party has possession of
                  collateral:
                      (a) reasonable expenses, including the cost of insurance and payment of taxes or other
                  charges, incurred in the custody, preservation, use, or operation of the collateral are chargeable to

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                  the debtor and are secured by the collateral;
                      (b) the risk of accidental loss or damage is on the debtor to the extent of a deficiency in any
                  effective insurance coverage;
                      (c) the secured party shall keep the collateral identifiable, but fungible collateral may be
                  commingled; and
                      (d) the secured party may use or operate the collateral:
                      (i) for the purpose of preserving the collateral or its value;
                      (ii) as permitted by an order of a court having competent jurisdiction; or
                      (iii) except in the case of consumer goods, in the manner and to the extent agreed by the
                  debtor.
                      (3) Except as otherwise provided in Subsection (4), a secured party having possession of
                  collateral or control of collateral under Section 70A-9a-104 , 70A-9a-105 , 70A-9a-106 , or
                  70A-9a-107 :
                      (a) may hold as additional security any proceeds, except money or funds, received from the
                  collateral;
                      (b) shall apply money or funds received from the collateral to reduce the secured obligation,
                  unless remitted to the debtor; and
                      (c) may create a security interest in the collateral.
                      (4) If the secured party is a buyer of accounts, chattel paper, payment intangibles, or
                  promissory notes or a consignor:
                      (a) Subsection (1) does not apply unless the secured party is entitled under an agreement:
                      (i) to charge back uncollected collateral; or
                      (ii) otherwise to full or limited recourse against the debtor or a secondary obligor based on
                  the nonpayment or other default of an account debtor or other obligor on the collateral; and
                      (b) Subsections (2) and (3) do not apply.
                      Section 58. Section 70A-9a-208 is enacted to read:
                      70A-9a-208. Additional duties of secured party having control of collateral.
                      (1) This section applies to cases in which there is no outstanding secured obligation and the

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                  secured party is not committed to make advances, incur obligations, or otherwise give value.
                      (2) Within ten days after receiving an authenticated demand by the debtor:
                      (a) a secured party having control of a deposit account under Subsection 70A-9a-104 (1)(b)
                  shall send to the bank with which the deposit account is maintained an authenticated statement that
                  releases the bank from any further obligation to comply with instructions originated by the secured
                  party;
                      (b) a secured party having control of a deposit account under Subsection 70A-9a-104 (1)(c)
                  shall:
                      (i) pay the debtor the balance on deposit in the deposit account; or
                      (ii) transfer the balance on deposit into a deposit account in the debtor's name;
                      (c) a secured party, other than a buyer, having control of electronic chattel paper under
                  Section 70A-9a-105 shall:
                      (i) communicate the authoritative copy of the electronic chattel paper to the debtor or its
                  designated custodian;
                      (ii) if the debtor designates a custodian that is the designated custodian with which the
                  authoritative copy of the electronic chattel paper is maintained for the secured party, communicate
                  to the custodian an authenticated record releasing the designated custodian from any further
                  obligation to comply with instructions originated by the secured party and instructing the custodian
                  to comply with instructions originated by the debtor; and
                      (iii) take appropriate action to enable the debtor or its designated custodian to make copies
                  of or revisions to the authoritative copy which add or change an identified assignee of the
                  authoritative copy without the consent of the secured party;
                      (d) a secured party having control of investment property under Subsection 70A-8-105 (4)(b)
                  or 70A-9a-106 (2) shall send to the securities intermediary or commodity intermediary with which the
                  security entitlement or commodity contract is maintained an authenticated record that releases the
                  securities intermediary or commodity intermediary from any further obligation to comply with
                  entitlement orders or directions originated by the secured party; and
                      (e) a secured party having control of a letter-of-credit right under Section 70A-9a-107 shall

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                  send to each person having an unfulfilled obligation to pay or deliver proceeds of the letter of credit
                  to the secured party an authenticated release from any further obligation to pay or deliver proceeds
                  of the letter of credit to the secured party.
                      Section 59. Section 70A-9a-209 is enacted to read:
                      70A-9a-209. Duties of secured party if account debtor has been notified of assignment.
                      (1) Except as otherwise provided in Subsection (3), this section applies if:
                      (a) there is no outstanding secured obligation; and
                      (b) the secured party is not committed to make advances, incur obligations, or otherwise give
                  value.
                      (2) Within ten days after receiving an authenticated demand by the debtor, a secured party
                  shall send to an account debtor that has received notification of an assignment to the secured party
                  as assignee under Subsection 70A-9a-406 (1) an authenticated record that releases the account debtor
                  from any further obligation to the secured party.
                      (3) This section does not apply to an assignment constituting the sale of an account, chattel
                  paper, or payment intangible.
                      Section 60. Section 70A-9a-210 is enacted to read:
                      70A-9a-210. Request for accounting -- Request regarding list of collateral or statement
                  of account.
                      (1) In this section:
                      (a) "Request" means a record of a type described in Subsection (1)(b), (c), or (d).
                      (b) "Request for an accounting" means a record authenticated by a debtor requesting that the
                  recipient provide an accounting of the unpaid obligations secured by collateral and reasonably
                  identifying the transaction or relationship that is the subject of the request.
                      (c) "Request regarding a list of collateral" means a record authenticated by a debtor
                  requesting that the recipient approve or correct a list of what the debtor believes to be the collateral
                  securing an obligation and reasonably identifying the transaction or relationship that is the subject of
                  the request.
                      (d) "Request regarding a statement of account" means a record authenticated by a debtor

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                  requesting that the recipient approve or correct a statement indicating what the debtor believes to be
                  the aggregate amount of unpaid obligations secured by collateral as of a specified date and reasonably
                  identifying the transaction or relationship that is the subject of the request.
                      (2) Subject to Subsections (3), (4), (5), and (6), a secured party, other than a buyer of
                  accounts, chattel paper, payment intangibles, or promissory notes or a consignor, shall comply with
                  a request within 14 days after receipt:
                      (a) in the case of a request for an accounting, by authenticating and sending to the debtor an
                  accounting; and
                      (b) in the case of a request regarding a list of collateral or a request regarding a statement of
                  account, by authenticating and sending to the debtor an approval or correction.
                      (3) A secured party that claims a security interest in all of a particular type of collateral
                  owned by the debtor may comply with a request regarding a list of collateral by sending to the debtor
                  an authenticated record including a statement to that effect within 14 days after receipt.
                      (4) A person that receives a request regarding a list of collateral, claims no interest in the
                  collateral when it receives the request, and claimed an interest in the collateral at an earlier time shall
                  comply with the request within 14 days after receipt by sending to the debtor an authenticated record:
                      (a) disclaiming any interest in the collateral; and
                      (b) if known to the recipient, providing the name and mailing address of any assignee of or
                  successor to the recipient's interest in the collateral.
                      (5) A person that receives a request for an accounting or a request regarding a statement of
                  account, claims no interest in the obligations when it receives the request, and claimed an interest in
                  the obligations at an earlier time shall comply with the request within 14 days after receipt by sending
                  to the debtor an authenticated record:
                      (a) disclaiming any interest in the obligations; and
                      (b) if known to the recipient, providing the name and mailing address of any assignee of or
                  successor to the recipient's interest in the obligations.
                      (6) A debtor is entitled without charge to one response to a request under this section during
                  any six-month period. The secured party may require payment of a charge not exceeding $25 for

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                  each additional response.
                      Section 61. Section 70A-9a-301 is enacted to read:
                 
Part 3. Perfection and Priority

                      70A-9a-301. Law governing perfection and priority of security interests.
                      Except as otherwise provided in Sections 70A-9a-303 through 70A-9a-306 , the following
                  rules determine the law governing perfection, the effect of perfection or nonperfection, and the
                  priority of a security interest in collateral:
                      (1) Except as otherwise provided in this section, while a debtor is located in a jurisdiction,
                  the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the
                  priority of a security interest in collateral.
                      (2) While collateral is located in a jurisdiction, the local law of that jurisdiction governs
                  perfection, the effect of perfection or nonperfection, and the priority of a possessory security interest
                  in that collateral.
                      (3) Except as otherwise provided in Subsection (4), while negotiable documents, goods,
                  instruments, money, or tangible chattel paper is located in a jurisdiction, the local law of that
                  jurisdiction governs:
                      (a) perfection of a security interest in the goods by filing a fixture filing;
                      (b) perfection of a security interest in timber to be cut; and
                      (c) the effect of perfection or nonperfection and the priority of a nonpossessory security
                  interest in the collateral.
                      (4) The local law of the jurisdiction in which the wellhead or minehead is located governs
                  perfection, the effect of perfection or nonperfection, and the priority of a security interest in
                  as-extracted collateral.
                      Section 62. Section 70A-9a-302 is enacted to read:
                      70A-9a-302. Law governing perfection and priority of agricultural liens.
                      While farm products are located in a jurisdiction, the local law of that jurisdiction governs
                  perfection, the effect of perfection or nonperfection, and the priority of an agricultural lien on the
                  farm products.

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                      Section 63. Section 70A-9a-303 is enacted to read:
                      70A-9a-303. Law governing perfection and priority of security interests in goods
                  covered by a certificate of title.
                      (1) This section applies to goods covered by a certificate of title, even if there is no other
                  relationship between the jurisdiction under whose certificate of title the goods are covered and the
                  goods or the debtor.
                      (2) Goods become covered by a certificate of title when a valid application for the certificate
                  of title and the applicable fee are delivered to the appropriate authority. Goods cease to be covered
                  by a certificate of title at the earlier of the time the certificate of title ceases to be effective under the
                  law of the issuing jurisdiction or the time the goods become covered subsequently by a certificate of
                  title issued by another jurisdiction.
                      (3) The local law of the jurisdiction under whose certificate of title the goods are covered
                  governs perfection, the effect of perfection or nonperfection, and the priority of a security interest
                  in goods covered by a certificate of title from the time the goods become covered by the certificate
                  of title until the goods cease to be covered by the certificate of title.
                      Section 64. Section 70A-9a-304 is enacted to read:
                      70A-9a-304. Law governing perfection and priority of security interests in deposit
                  accounts.
                      (1) The local law of a bank's jurisdiction governs perfection, the effect of perfection or
                  nonperfection, and the priority of a security interest in a deposit account maintained with that bank.
                      (2) The following rules determine a bank's jurisdiction for purposes of this part:
                      (a) If an agreement between the bank and the debtor governing the deposit account expressly
                  provides that a particular jurisdiction is the bank's jurisdiction for purposes of this part, this chapter,
                  or this title, that jurisdiction is the bank's jurisdiction.
                      (b) If Subsection (2)(a) does not apply and an agreement between the bank and its customer
                  governing the deposit account expressly provides that the agreement is governed by the law of a
                  particular jurisdiction, that jurisdiction is the bank's jurisdiction.
                      (c) If neither Subsection (2)(a) nor Subsection (2)(b) applies and an agreement between the

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                  bank and its customer governing the deposit account expressly provides that the deposit account is
                  maintained at an office in a particular jurisdiction, that jurisdiction is the bank's jurisdiction.
                      (d) If none of the preceding subsections applies, the bank's jurisdiction is the jurisdiction in
                  which the office identified in an account statement as the office serving the customer's account is
                  located.
                      (e) If none of the preceding subsections applies, the bank's jurisdiction is the jurisdiction in
                  which the chief executive office of the bank is located.
                      Section 65. Section 70A-9a-305 is enacted to read:
                      70A-9a-305. Law governing perfection and priority of security interests in investment
                  property.
                      (1) Except as otherwise provided in Subsection (3), the following rules apply:
                      (a) While a security certificate is located in a jurisdiction, the local law of that jurisdiction
                  governs perfection, the effect of perfection or nonperfection, and the priority of a security interest
                  in the certificated security represented thereby.
                      (b) The local law of the issuer's jurisdiction as specified in Subsection 70A-8-109 (4) governs
                  perfection, the effect of perfection or nonperfection, and the priority of a security interest in an
                  uncertificated security.
                      (c) The local law of the securities intermediary's jurisdiction as specified in Subsection
                  70A-8-109 (5) governs perfection, the effect of perfection or nonperfection, and the priority of a
                  security interest in a security entitlement or securities account.
                      (d) The local law of the commodity intermediary's jurisdiction governs perfection, the effect
                  of perfection or nonperfection, and the priority of a security interest in a commodity contract or
                  commodity account.
                      (2) The following rules determine a commodity intermediary's jurisdiction for purposes of
                  this part:
                      (a) If an agreement between the commodity intermediary and commodity customer governing
                  the commodity account expressly provides that a particular jurisdiction is the commodity
                  intermediary's jurisdiction for purposes of this part, this chapter, or this title, that jurisdiction is the

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                  commodity intermediary's jurisdiction.
                      (b) If Subsection (2)(a) does not apply and an agreement between the commodity
                  intermediary and commodity customer governing the commodity account expressly provides that the
                  agreement is governed by the law of a particular jurisdiction, that jurisdiction is the commodity
                  intermediary's jurisdiction.
                      (c) If neither Subsection (2)(a) nor Subsection (2)(b) applies and an agreement between the
                  commodity intermediary and commodity customer governing the commodity account expressly
                  provides that the commodity account is maintained at an office in a particular jurisdiction, that
                  jurisdiction is the commodity intermediary's jurisdiction.
                      (d) If none of the Subsections (2)(a) through (c) applies, the commodity intermediary's
                  jurisdiction is the jurisdiction in which the office identified in an account statement as the office
                  serving the commodity customer's account is located.
                      (e) If none of the Subsections (2)(a) through (d) applies, the commodity intermediary's
                  jurisdiction is the jurisdiction in which the chief executive office of the commodity intermediary is
                  located.
                      (3) The local law of the jurisdiction in which the debtor is located governs:
                      (a) perfection of a security interest in investment property by filing;
                      (b) automatic perfection of a security interest in investment property created by a broker or
                  securities intermediary; and
                      (c) automatic perfection of a security interest in a commodity contract or commodity account
                  created by a commodity intermediary.
                      Section 66. Section 70A-9a-306 is enacted to read:
                      70A-9a-306. Law governing perfection and priority of security interests in
                  letter-of-credit rights.
                      (1) Subject to Subsection (3), the local law of the issuer's jurisdiction or a nominated person's
                  jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security
                  interest in a letter-of-credit right if the issuer's jurisdiction or nominated person's jurisdiction is a state.
                      (2) For purposes of this part, an issuer's jurisdiction or nominated person's jurisdiction is the

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                  jurisdiction whose law governs the liability of the issuer or nominated person with respect to the
                  letter-of-credit right as provided in Section 70A-5-116 .
                      (3) This section does not apply to a security interest that is perfected only under Subsection
                  70A-9a-308 (4).
                      Section 67. Section 70A-9a-307 is enacted to read:
                      70A-9a-307. Location of debtor.
                      (1) In this section, "place of business" means a place where a debtor conducts its affairs.
                      (2) Except as otherwise provided in this section, the following rules determine a debtor's
                  location:
                      (a) A debtor who is an individual is located at the individual's principal residence.
                      (b) A debtor that is an organization and has only one place of business is located at its place
                  of business.
                      (c) A debtor that is an organization and has more than one place of business is located at its
                  chief executive office.
                      (3) Subsection (2) applies only if a debtor's residence, place of business, or chief executive
                  office, as applicable, is located in a jurisdiction whose law generally requires information concerning
                  the existence of a nonpossessory security interest to be made generally available in a filing, recording,
                  or registration system as a condition or result of the security interest's obtaining priority over the
                  rights of a lien creditor with respect to the collateral. If Subsection (2) does not apply, the debtor is
                  located in the District of Columbia.
                      (4) A person that ceases to exist, have a residence, or have a place of business continues to
                  be located in the jurisdiction specified by Subsections (2) and (3).
                      (5) A registered organization that is organized under the law of a state is located in that state.
                      (6) Except as otherwise provided in Subsection (9), a registered organization that is
                  organized under the law of the United States and a branch or agency of a bank that is not organized
                  under the law of the United States or a state are located:
                      (a) in the state that the law of the United States designates, if the law designates a state of
                  location;

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                      (b) in the state that the registered organization, branch, or agency designates, if the law of
                  the United States authorizes the registered organization, branch, or agency to designate its state of
                  location; or
                      (c) in the District of Columbia, if neither Subsection (6)(a) nor Subsection (6)(b) applies.
                      (7) A registered organization continues to be located in the jurisdiction specified by
                  Subsection (5) or (6) notwithstanding:
                      (a) the suspension, revocation, forfeiture, or lapse of the registered organization's status as
                  such in its jurisdiction of organization; or
                      (b) the dissolution, winding up, or cancellation of the existence of the registered organization.
                      (8) The United States is located in the District of Columbia.
                      (9) A branch or agency of a bank that is not organized under the law of the United States or
                  a state is located in the state in which the branch or agency is licensed, if all branches and agencies
                  of the bank are licensed in only one state.
                      (10) A foreign air carrier under the Federal Aviation Act of 1958, as amended, is located at
                  the designated office of the agent upon which service of process may be made on behalf of the carrier.
                      (11) This section applies only for purposes of this part.
                      Section 68. Section 70A-9a-308 is enacted to read:
                      70A-9a-308. When security interest or agricultural lien is perfected -- Continuity of
                  perfection.
                      (1) Except as otherwise provided in this section and Section 70A-9a-309 , a security interest
                  is perfected if it has attached and all of the applicable requirements for perfection in Sections
                  70A-9a-310 through 70A-9a-316 have been satisfied. A security interest is perfected when it attaches
                  if the applicable requirements are satisfied before the security interest attaches.
                      (2) An agricultural lien is perfected if it has become effective and all of the applicable
                  requirements for perfection in Section 70A-9a-310 have been satisfied. An agricultural lien is
                  perfected when it becomes effective if the applicable requirements are satisfied before the agricultural
                  lien becomes effective.
                      (3) A security interest or agricultural lien is perfected continuously if it is originally perfected

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                  by one method under this chapter and is later perfected by another method under this chapter, without
                  an intermediate period when it was unperfected.
                      (4) Perfection of a security interest in collateral also perfects a security interest in a
                  supporting obligation for the collateral.
                      (5) Perfection of a security interest in a right to payment or performance also perfects a
                  security interest in a security interest, mortgage, or other lien on personal or real property securing
                  the right.
                      (6) Perfection of a security interest in a securities account also perfects a security interest in
                  the security entitlements carried in the securities account.
                      (7) Perfection of a security interest in a commodity account also perfects a security interest
                  in the commodity contracts carried in the commodity account.
                      Section 69. Section 70A-9a-309 is enacted to read:
                      70A-9a-309. Security interest perfected upon attachment.
                      The following security interests are perfected when they attach:
                      (1) a purchase-money security interest in consumer goods, except as otherwise provided in
                  Subsection 70A-9a-311 (2) with respect to consumer goods that are subject to a statute or treaty
                  described in Subsection 70A-9a-311 (1);
                      (2) an assignment of accounts or payment intangibles which does not by itself or in
                  conjunction with other assignments to the same assignee transfer a significant part of the assignor's
                  outstanding accounts or payment intangibles;
                      (3) a sale of a payment intangible;
                      (4) a sale of a promissory note;
                      (5) a security interest created by the assignment of a health-care-insurance receivable to the
                  provider of the health-care goods or services;
                      (6) a security interest arising under Section 70A-2-401 or 70A-2-505 or Subsection
                  70A-2-711 (3) or 70A-2a-508 (5), until the debtor obtains possession of the collateral;
                      (7) a security interest of a collecting bank arising under Section 70A-4-210 ;
                      (8) a security interest of an issuer or nominated person arising under Section 70A-5-118 ;

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                      (9) a security interest arising in the delivery of a financial asset under Subsection
                  70A-9a-206 (3);
                      (10) a security interest in investment property created by a broker or securities intermediary;
                      (11) a security interest in a commodity contract or a commodity account created by a
                  commodity intermediary;
                      (12) an assignment for the benefit of all creditors of the transferor and subsequent transfers
                  by the assignee thereunder; and
                      (13) a security interest created by an assignment of a beneficial interest in a decedent's estate.
                      Section 70. Section 70A-9a-310 is enacted to read:
                      70A-9a-310. When filing required to perfect security interest or agricultural lien --
                  Security interests and agricultural liens to which filing provisions do not apply.
                      (1) Except as otherwise provided in Subsection (2) and Subsection 70A-9a-312 (2), a
                  financing statement must be filed to perfect all security interests and agricultural liens.
                      (2) The filing of a financing statement is not necessary to perfect a security interest:
                      (a) that is perfected under Subsection 70A-9a-308 (4), (5), (6), or (7);
                      (b) that is perfected under Section 70A-9a-309 when it attaches;
                      (c) in property subject to a statute, regulation, or treaty described in Subsection
                  70A-9a-311 (1);
                      (d) in goods in possession of a bailee which is perfected under Subsection 70A-9a-312 (4)(a)
                  or (b);
                      (e) in certificated securities, documents, goods, or instruments which is perfected without
                  filing or possession under Subsection 70A-9a-312 (5), (6), or (7);
                      (f) in collateral in the secured party's possession under Section 70A-9a-313 ;
                      (g) in a certificated security which is perfected by delivery of the security certificate to the
                  secured party under Section 70A-9a-313 ;
                      (h) in deposit accounts, electronic chattel paper, investment property, or letter-of-credit rights
                  which is perfected by control under Section 70A-9a-314 ;
                      (i) in proceeds which is perfected under Section 70A-9a-315 ; or

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                      (j) that is perfected under Section 70A-9a-316 .
                      (3) If a secured party assigns a perfected security interest or agricultural lien, a filing under
                  this chapter is not required to continue the perfected status of the security interest against creditors
                  of and transferees from the original debtor.
                      Section 71. Section 70A-9a-311 is enacted to read:
                      70A-9a-311. Perfection of security interests in property subject to certain statutes,
                  regulations, and treaties.
                      (1) Except as otherwise provided in Subsection (4), the filing of a financing statement is not
                  necessary or effective to perfect a security interest in property subject to:
                      (a) a statute, regulation, or treaty of the United States whose requirements for a security
                  interest's obtaining priority over the rights of a lien creditor with respect to the property preempt
                  Subsection 70A-9a-310 (1);
                      (b) Section 41-1a-601 ; or
                      (c) a certificate-of-title statute of another jurisdiction which provides for a security interest
                  to be indicated on the certificate as a condition or result of the security interest's obtaining priority
                  over the rights of a lien creditor with respect to the property.
                      (2) Compliance with the requirements of a statute, regulation, or treaty described in
                  Subsection (1) for obtaining priority over the rights of a lien creditor is equivalent to the filing of a
                  financing statement under this chapter. Except as otherwise provided in Subsection (4), Section
                  70A-9a-313 , and Subsections 70A-9a-316 (4) and (5) for goods covered by a certificate of title, a
                  security interest in property subject to a statute, regulation, or treaty described in Subsection (1) may
                  be perfected only by compliance with those requirements, and a security interest so perfected remains
                  perfected notwithstanding a change in the use or transfer of possession of the collateral.
                      (3) Except as otherwise provided in Subsection (4) and Subsections 70A-9a-316 (4) and (5),
                  duration and renewal of perfection of a security interest perfected by compliance with the
                  requirements prescribed by a statute, regulation, or treaty described in Subsection (1) are governed
                  by the statute, regulation, or treaty. In other respects, the security interest is subject to this chapter.
                      (4) During any period in which collateral subject to a statute specified in Subsection (1)(b)

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                  is inventory held for sale or lease by a person or leased by that person as lessor and that person is in
                  the business of selling goods of that kind, this section does not apply to a security interest in that
                  collateral created by that person.
                      Section 72. Section 70A-9a-312 is enacted to read:
                      70A-9a-312. Perfection of security interests in chattel paper, deposit accounts,
                  documents, goods covered by documents, instruments, investment property, letter-of-credit
                  rights, and money -- Perfection by permissive filing -- Temporary perfection without filing or
                  transfer of possession.
                      (1) A security interest in chattel paper, negotiable documents, instruments, or investment
                  property may be perfected by filing.
                      (2) Except as otherwise provided in Subsections 70A-9a-315 (3) and (4) for proceeds:
                      (a) a security interest in a deposit account may be perfected only by control under Section
                  70A-9a-314 ;
                      (b) and except as otherwise provided in Subsection 70A-9a-308 (4), a security interest in a
                  letter-of-credit right may be perfected only by control under Section 70A-9a-314 ; and
                      (c) a security interest in money may be perfected only by the secured party's taking                   possession
                  under Section 70A-9a-313 .
                      (3) While goods are in the possession of a bailee that has issued a negotiable document
                  covering the goods:
                      (a) a security interest in the goods may be perfected by perfecting a security interest in the
                  document; and
                      (b) a security interest perfected in the document has priority over any security interest that
                  becomes perfected in the goods by another method during that time.
                      (4) While goods are in the possession of a bailee that has issued a nonnegotiable document
                  covering the goods, a security interest in the goods may be perfected by:
                      (a) issuance of a document in the name of the secured party;
                      (b) the bailee's receipt of notification of the secured party's interest; or
                      (c) filing as to the goods.

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                      (5) A security interest in certificated securities, negotiable documents, or instruments is
                  perfected without filing or the taking of possession for a period of 20 days from the time it attaches
                  to the extent that it arises for new value given under an authenticated security agreement.
                      (6) A perfected security interest in a negotiable document or goods in possession of a bailee,
                  other than one that has issued a negotiable document for the goods, remains perfected for 20 days
                  without filing if the secured party makes available to the debtor the goods or documents representing
                  the goods for the purpose of:
                      (a) ultimate sale or exchange; or
                      (b) loading, unloading, storing, shipping, transshipping, manufacturing, processing, or
                  otherwise dealing with them in a manner preliminary to their sale or exchange.
                      (7) A perfected security interest in a certificated security or instrument remains perfected for
                  20 days without filing if the secured party delivers the security certificate or instrument to the debtor
                  for the purpose of:
                      (a) ultimate sale or exchange; or
                      (b) presentation, collection, enforcement, renewal, or registration of transfer.
                      (8) After the 20-day period specified in Subsection (5), (6), or (7) expires, perfection depends
                  upon compliance with this chapter.
                      Section 73. Section 70A-9a-313 is enacted to read:
                      70A-9a-313. When possession by or delivery to secured party perfects security interest
                  without filing.
                      (1) Except as otherwise provided in Subsection (2), a secured party may perfect a security
                  interest in negotiable documents, goods, instruments, money, or tangible chattel paper by taking
                  possession of the collateral. A secured party may perfect a security interest in certificated securities
                  by taking delivery of the certificated securities under Section 70A-8-301 .
                      (2) With respect to goods covered by a certificate of title issued by this state, a secured party
                  may perfect a security interest in the goods by taking possession of the goods only in the
                  circumstances described in Subsection 70A-9a-316 (4).
                      (3) With respect to collateral other than certificated securities and goods covered by a

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                  document, a secured party takes possession of collateral in the possession of a person other than the
                  debtor, the secured party, or a lessee of the collateral from the debtor in the ordinary course of the
                  debtor's business, when:
                      (a) the person in possession authenticates a record acknowledging that it holds possession
                  of the collateral for the secured party's benefit; or
                      (b) the person takes possession of the collateral after having authenticated a record
                  acknowledging that it will hold possession of collateral for the secured party's benefit.
                      (4) If perfection of a security interest depends upon possession of the collateral by a secured
                  party, perfection occurs no earlier than the time the secured party takes possession and continues only
                  while the secured party retains possession.
                      (5) A security interest in a certificated security in registered form is perfected by delivery
                  when delivery of the certificated security occurs under Section 70A-8-301 and remains perfected by
                  delivery until the debtor obtains possession of the security certificate.
                      (6) A person in possession of collateral is not required to acknowledge that it holds
                  possession for a secured party's benefit.
                      (7) If a person acknowledges that it holds possession for the secured party's benefit:
                      (a) the acknowledgment is effective under Subsection (3) or Subsection 70A-8-301 (1), even
                  if the acknowledgment violates the rights of a debtor; and
                      (b) unless the person otherwise agrees or law other than this chapter otherwise provides, the
                  person does not owe any duty to the secured party and is not required to confirm the
                  acknowledgment to another person.
                      (8) A secured party having possession of collateral does not relinquish possession by
                  delivering the collateral to a person other than the debtor or a lessee of the collateral from the debtor
                  in the ordinary course of the debtor's business if the person was instructed before the delivery or is