88R6131 SRA-F
	By: Capriglione	H.B. No. 5011

	A BILL TO BE ENTITLED
	AN ACT
	relating to amendments to the Uniform Commercial Code, including
	amendments concerning certain intangible assets and the perfection
	of security interests in those assets.
	BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
	ARTICLE 1. GENERAL PROVISIONS
	SECTION 1.01.  Section 1.201(b), Business & Commerce Code,
	is amended by amending Subdivisions (10), (15), (21), (24), (27),
	(33), (36), and (37) and adding Subdivision (16-a) to read as
	follows:
	(10)  "Conspicuous," with reference to a term, means so
	written, displayed, or presented that, based on the totality of the
	circumstances, a reasonable person against which it is to operate
	ought to have noticed it. Whether a term is "conspicuous" or not is
	a decision for the court. [Conspicuous terms include the
	following:
	[(A)  a heading in capitals equal to or greater in
	size than the surrounding text, or in contrasting type, font, or
	color to the surrounding text of the same or lesser size; and
	[(B)  language in the body of a record or display
	in larger type than the surrounding text, or in contrasting type,
	font, or color to the surrounding text of the same size, or set off
	from surrounding text of the same size by symbols or other marks
	that call attention to the language.]
	(15)  "Delivery," with respect to an electronic
	document of title, means voluntary transfer of control, and with
	respect to an instrument, a tangible document of title, or an
	authoritative tangible copy of a record evidencing chattel paper,
	means voluntary transfer of possession.
	(16-a)  "Electronic" means relating to technology
	having electrical, digital, magnetic, wireless, optical,
	electromagnetic, or similar capabilities.
	(21)  "Holder" means:
	(A)  the person in possession of a negotiable
	instrument that is payable either to bearer or to an identified
	person that is the person in possession;
	(B)  the person in possession of a negotiable
	tangible document of title if the goods are deliverable either to
	bearer or to the order of the person in possession; or
	(C)  a person in control, other than pursuant to
	Section 7.106(g), of a negotiable electronic document of title.
	(24)  "Money" means a medium of exchange that is
	currently authorized or adopted by a domestic or foreign
	government. The term includes a monetary unit of account
	established by an intergovernmental organization, or pursuant to an
	[by] agreement between two or more countries. The term does not
	include an electronic record that is a medium of exchange recorded
	and transferable in a system that existed and operated for the
	medium of exchange before the medium of exchange was authorized or
	adopted by the government.
	(27)  "Person" means an individual, corporation,
	business trust, estate, trust, partnership, limited liability
	company, association, joint venture, government, governmental
	subdivision, agency, or instrumentality, or [public corporation,]
	any other legal or commercial entity[, or a protected series or
	registered series of a for-profit entity]. The term includes a
	protected series or registered series, however denominated, of an
	entity if the protected series or registered series is established
	under law other than this title that limits, or limits if conditions
	specified under the law are satisfied, the ability of a creditor of
	the entity or of any other protected series or registered series of
	the entity to satisfy a claim from assets of the protected series or
	registered series.
	(33)  "Representative" means a person empowered to act
	for another, including an agent, an officer of an organization [a
	corporation or association], and a trustee, executor, or
	administrator of an estate.
	(36)  "Send," in connection with a [writing,] record[,]
	or notification, [notice] means:
	(A)  to deposit in the mail, [or] deliver for
	transmission, or transmit by any other usual means of
	communication, with postage or cost of 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; or
	(B)  to [in any other way] cause the record or
	notification to be received [any record or notice] within the time
	[at which] it would have been received [arrived] if properly sent
	under Paragraph (A).
	(37)  "Sign" means, with present intent to authenticate
	or adopt a record:
	(A)  execute or adopt a tangible symbol; or
	(B)  attach to or logically associate with the
	record an electronic symbol, sound, or process.
	"Signed," "signing," and "signature" have corresponding meanings
	[includes using any symbol executed or adopted with present
	intention to adopt or accept a writing].
	SECTION 1.02.  Section 1.204, Business & Commerce Code, is
	amended to read as follows:
	Sec. 1.204.  VALUE. Except as otherwise provided in
	Chapters 3, 4, [and] 5, and 12A, a person gives value for rights if
	the person acquires them:
	(1)  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;
	(2)  as security for, or in total or partial
	satisfaction of, a preexisting claim;
	(3)  by accepting delivery under a preexisting contract
	for purchase; or
	(4)  in return for any consideration sufficient to
	support a simple contract.
	SECTION 1.03.  Section 1.301(b), Business & Commerce Code,
	is amended to read as follows:
	(b)  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:
	Rights of creditors against sold goods. Section 2.402.
	Applicability of the chapter on Leases. Sections 2A.105 and
	2A.106.
	Applicability of the chapter on Bank Deposits and
	Collections. Section 4.102.
	Governing law in the chapter on Funds Transfers. Section
	4A.507.
	Letters of Credit. Section 5.116.
	Applicability of the chapter on Investment Securities.
	Section 8.110.
	Law governing perfection, the effect of perfection or
	nonperfection, and the priority of security interests and
	agricultural liens. Sections 9.301-9.307.
	Controllable electronic record. Section 12A.107.
	SECTION 1.04.  Section 1.306, Business & Commerce Code, is
	amended to read as follows:
	Sec. 1.306.  WAIVER OF RENUNCIATION OF CLAIM OR RIGHT AFTER
	BREACH. A claim or right arising out of an alleged breach may be
	discharged in whole or in part without consideration by agreement
	of the aggrieved party in a signed [an authenticated] record.
	ARTICLE 2. SALES
	SECTION 2.01.  Section 2.102, Business & Commerce Code, is
	amended to read as follows:
	Sec. 2.102.  SCOPE; CERTAIN SECURITY AND OTHER TRANSACTIONS
	EXCLUDED FROM THIS CHAPTER. (a)  Unless the context otherwise
	requires, and except as provided in Subsection (c), this chapter
	applies to transactions in goods and, in the case of a hybrid
	transaction, it applies to the extent provided in Subsection (b).
	(b)  In a hybrid transaction:
	(1)  if the sale-of-goods aspects do not predominate,
	only the provisions of this chapter which relate primarily to the
	sale-of-goods aspects of the transaction apply, and the provisions
	that relate primarily to the transaction as a whole do not apply; or
	(2)  if the sale-of-goods aspects predominate, this
	chapter applies to the transaction but does not preclude
	application in appropriate circumstances of other law to aspects of
	the transaction which do not relate to the sale of goods.
	(c)  This chapter [; it] does not:
	(1)  apply to a [any] transaction that, even though
	[which although] in the form of an unconditional contract to sell or
	present sale, operates only to create a security interest; or
	(2)  [is intended to operate only as a security
	transaction nor does this chapter] impair or repeal any statute
	regulating sales to consumers, farmers, or other specified classes
	of buyers.
	SECTION 2.02.  The heading to Section 2.106, Business &
	Commerce Code, is amended to read as follows:
	Sec. 2.106.  DEFINITIONS: "CONTRACT"; "AGREEMENT";
	"CONTRACT FOR SALE"; "SALE"; "PRESENT SALE"; "CONFORMING" TO
	CONTRACT; "TERMINATION"; "CANCELLATION"; "HYBRID TRANSACTION".
	SECTION 2.03.  Section 2.106, Business & Commerce Code, is
	amended by adding Subsection (e) to read as follows:
	(e)  "Hybrid transaction" means a single transaction
	involving a sale of goods and:
	(1)  the provision of services;
	(2)  a lease of other goods; or
	(3)  a sale, lease, or license of property other than
	goods.
	SECTION 2.04.  Sections 2.201(a) and (b), Business &
	Commerce Code, are amended to read as follows:
	(a)  Except as otherwise provided in this section a contract
	for the sale of goods for the price of $500 or more is not
	enforceable by way of action or defense unless there is a record
	[some writing] sufficient to indicate that a contract for sale has
	been made between the parties and signed by the party against whom
	enforcement is sought or by the party's [his] authorized agent or
	broker. A record [writing] is not insufficient because it omits or
	incorrectly states a term agreed upon but the contract is not
	enforceable under this subsection [paragraph] beyond the quantity
	of goods shown in the record [such writing].
	(b)  Between merchants if within a reasonable time a record
	[writing] in confirmation of the contract and sufficient against
	the sender is received and the party receiving it has reason to know
	its contents, it satisfies the requirements of Subsection (a)
	against the [such] party unless [written] notice in a record of
	objection to its contents is given within ten days after it is
	received.
	SECTION 2.05.  Section 2.202, Business & Commerce Code, is
	amended to read as follows:
	Sec. 2.202.  FINAL [WRITTEN] EXPRESSION: PAROL OR EXTRINSIC
	EVIDENCE. Terms with respect to which the confirmatory memoranda
	of the parties agree or which are otherwise set forth in a record
	[writing] intended by the parties as a final expression of their
	agreement with respect to such terms as are included therein may not
	be contradicted by evidence of any prior agreement or of a
	contemporaneous oral agreement but may be explained or
	supplemented:
	(1)  by course of performance, course of dealing, or
	usage of trade (Section 1.303); and
	(2)  by evidence of consistent additional terms unless
	the court finds the record [writing] to have been intended also as a
	complete and exclusive statement of the terms of the agreement.
	SECTION 2.06.  Section 2.203, Business & Commerce Code, is
	amended to read as follows:
	Sec. 2.203.  SEALS INOPERATIVE. The affixing of a seal to a
	record [writing] evidencing a contract for sale or an offer to buy
	or sell goods does not constitute the record [writing] a sealed
	instrument and the law with respect to sealed instruments does not
	apply to such a contract or offer.
	SECTION 2.07.  Section 2.205, Business & Commerce Code, is
	amended to read as follows:
	Sec. 2.205.  FIRM OFFERS. An offer by a merchant to buy or
	sell goods in a signed record [writing] which by its terms gives
	assurance that it will be held open is not revocable, for lack of
	consideration, during the time stated or if no time is stated for a
	reasonable time, but in no event may such period of irrevocability
	exceed three months; but any such term of assurance on a form
	supplied by the offeree must be separately signed by the offeror.
	SECTION 2.08.  Section 2.209(b), Business & Commerce Code,
	is amended to read as follows:
	(b)  A signed agreement which excludes modification or
	rescission except by a signed writing or other signed record cannot
	be otherwise modified or rescinded, but except as between merchants
	such a requirement on a form supplied by the merchant must be
	separately signed by the other party.
	ARTICLE 3. LEASES
	SECTION 3.01.  Section 2A.102, Business & Commerce Code, is
	amended to read as follows:
	Sec. 2A.102.  SCOPE. (a)  This chapter applies to any
	transaction, regardless of form, that creates a lease of goods and,
	in the case of a hybrid lease, it applies to the extent provided in
	Subsection (b). This chapter does not apply to a transaction that
	creates an interest in or lease of real estate, except to the extent
	that provision is made for leases of fixtures by Section 2A.309.
	(b)  In a hybrid lease:
	(1)  if the lease-of-goods aspects do not predominate:
	(A)  only the provisions of this chapter which
	relate primarily to the lease-of-goods aspects of the transaction
	apply, and the provisions that relate primarily to the transaction
	as a whole do not apply;
	(B)  Section 2A.209 applies if the lease is a
	finance lease; and
	(C)  Section 2A.407 applies to the promises of the
	lessee in a finance lease to the extent the promises are
	consideration for the right to possession and use of the leased
	goods; and
	(2)  if the lease-of-goods aspects predominate, this
	chapter applies to the transaction, but does not preclude
	application in appropriate circumstances of other law to aspects of
	the lease which do not relate to the lease of goods.
	SECTION 3.02.  Section 2A.103(a), Business & Commerce Code,
	is amended by adding Subdivision (8-a) to read as follows:
	(8-a)  "Hybrid lease" means a single transaction
	involving a lease of goods and:
	(A)  the provision of services;
	(B)  the sale of other goods; or
	(C)  subject to the second sentence of Section
	2A.102(a), a sale, lease, or license of property other than goods.
	SECTION 3.03.  Section 2A.107, Business & Commerce Code, is
	amended to read as follows:
	Sec. 2A.107.  WAIVER OR RENUNCIATION OF CLAIM OR RIGHT AFTER
	DEFAULT. A claim or right arising out of an alleged default or
	breach of warranty may be discharged in whole or in part without
	consideration by a [written] waiver or renunciation in a signed
	record [and] delivered by the aggrieved party.
	SECTION 3.04.  Sections 2A.201(a), (c), and (e), Business &
	Commerce Code, are amended to read as follows:
	(a)  A lease contract is not enforceable by way of action or
	defense unless:
	(1)  the total payments to be made under the lease
	contract, excluding payments for options to renew or buy, are less
	than $1,000; or
	(2)  there is a record [writing], signed by the party
	against whom enforcement is sought or by that party's authorized
	agent, sufficient to indicate that a lease contract has been made
	between the parties and to describe the goods leased and the lease
	term.
	(c)  A record [writing] is not insufficient because it omits
	or incorrectly states a term agreed upon, but the lease contract is
	not enforceable under Subsection (a)(2) beyond the lease term and
	the quantity of goods shown in the record [writing].
	(e)  The lease term under a lease contract referred to in
	Subsection (d) is:
	(1)  if there is a record [writing] signed by the party
	against whom enforcement is sought or by that party's authorized
	agent specifying the lease term, the term so specified;
	(2)  if the party against whom enforcement is sought
	admits in that party's pleading, testimony, or otherwise in court a
	lease term, the term so admitted; or
	(3)  a reasonable lease term.
	SECTION 3.05.  Section 2A.202, Business & Commerce Code, is
	amended to read as follows:
	Sec. 2A.202.  FINAL [WRITTEN] EXPRESSION; PAROL OR
	EXTRINSIC EVIDENCE. Terms with respect to which the confirmatory
	memoranda of the parties agree or which are otherwise set forth in a
	record [writing] intended by the parties as a final expression of
	their agreement with respect to such terms as are included therein
	may not be contradicted by evidence of a prior agreement or of a
	contemporaneous oral agreement but may be explained or
	supplemented:
	(1)  by course of dealing or usage of trade or by course
	of performance; and
	(2)  by evidence of consistent additional terms unless
	the court finds the record [writing] to have been intended also as a
	complete and exclusive statement of the terms of the agreement.
	SECTION 3.06.  Section 2A.203, Business & Commerce Code, is
	amended to read as follows:
	Sec. 2A.203.  SEALS INOPERATIVE. The affixing of a seal to a
	record [writing] evidencing a lease contract or an offer to enter
	into a lease contract does not render the record [writing] a sealed
	instrument and the law with respect to sealed instruments does not
	apply to the lease contract or offer.
	SECTION 3.07.  Section 2A.205, Business & Commerce Code, is
	amended to read as follows:
	Sec. 2A.205.  FIRM OFFERS. An offer by a merchant to lease
	goods to or from another person in a signed record [writing] that by
	its terms gives assurance it will be held open is not revocable, for
	lack of consideration, during the time stated or, if no time is
	stated, for a reasonable time, but in no event may the period of
	irrevocability exceed three months. Any such term of assurance on a
	form supplied by the offeree must be separately signed by the
	offeror.
	SECTION 3.08.  The heading of Section 2A.208, Business &
	Commerce Code, is amended to read as follows:
	Sec. 2A.208.  MODIFICATION, RESCISSION, AND WAIVER.
	SECTION 3.09.  Section 2A.208(b), Business & Commerce Code,
	is amended to read as follows:
	(b)  A signed lease agreement that excludes modification or
	rescission except by a signed record [writing] may not be otherwise
	modified or rescinded, but, except as between merchants, such a
	requirement on a form supplied by a merchant must be separately
	signed by the other party.
	ARTICLE 4. NEGOTIABLE INSTRUMENTS
	SECTION 4.01.  Section 3.104(a), Business & Commerce Code,
	is amended to read as follows:
	(a)  Except as provided in Subsections (c) and (d),
	"negotiable instrument" means an unconditional promise or order to
	pay a fixed amount of money, with or without interest or other
	charges described in the promise or order, if it:
	(1)  is payable to bearer or to order at the time it is
	issued or first comes into possession of a holder;
	(2)  is payable on demand or at a definite time; and
	(3)  does not state any other undertaking or
	instruction by the person promising or ordering payment to do any
	act in addition to the payment of money, but the promise or order
	may contain:
	(A)  an undertaking or power to give, maintain, or
	protect collateral to secure payment;
	(B)  an authorization or power to the holder to
	confess judgment or realize on or dispose of collateral; [or]
	(C)  a waiver of the benefit of any law intended
	for the advantage or protection of an obligor;
	(D)  a term that specifies the law that governs
	the promise or order; or
	(E)  an undertaking to resolve in a specified
	forum a dispute concerning the promise or order.
	SECTION 4.02.  Section 3.105(a), Business & Commerce Code,
	is amended to read as follows:
	(a)  "Issue" means:
	(1)  the first delivery of an instrument by the maker or
	drawer, whether to a holder or nonholder, for the purpose of giving
	rights on the instrument to any person; or
	(2)  if agreed by the payee, the first transmission by
	the drawer to the payee of an image of an item and information
	derived from the item that enables the depositary bank to collect
	the item by transferring or presenting under federal law an
	electronic check.
	SECTION 4.03.  Section 3.401, Business & Commerce Code, is
	amended to read as follows:
	Sec. 3.401.  SIGNATURE NECESSARY FOR LIABILITY ON
	INSTRUMENT. [(a)]  A person is not liable on an instrument unless
	the person:
	(1)  signed the instrument; or
	(2)  is represented by an agent or representative who
	signed the instrument and the signature is binding on the
	represented person under Section 3.402.
	[(b)  A signature may be made (i) manually or by means of a
	device or machine, and (ii) by the use of any name, including a
	trade or assumed name, or by a word, mark, or symbol executed or
	adopted by a person with present intention to authenticate a
	writing.]
	SECTION 4.04.  Section 3.604, Business & Commerce Code, is
	amended to read as follows:
	Sec. 3.604.  DISCHARGE BY CANCELLATION OR RENUNCIATION. (a)
	A person entitled to enforce an instrument, with or without
	consideration, may discharge the obligation of a party to pay the
	instrument:
	(1)  by an intentional voluntary act, such as surrender
	of the instrument to the party, destruction, mutilation, or
	cancellation of the instrument, cancellation or striking out of the
	party's signature, or the addition of words to the instrument
	indicating discharge; or
	(2)  by agreeing not to sue or otherwise renouncing
	rights against the party by a signed record.
	(b)  The obligation of a party to pay a check is not
	discharged solely by destruction of the check in connection with a
	process in which information is extracted from the check and an
	image of the check is made and, subsequently, the information and
	image are transmitted for payment.
	(c)  Cancellation or striking out of an indorsement pursuant
	to Subsection (a) does not affect the status and rights of a party
	derived from the indorsement.
	[(c)  In this section, "signed," with respect to a record
	that is not a writing, includes the attachment to or logical
	association with the record of an electronic symbol, sound, or
	process with the present intent to adopt or accept the record.]
	ARTICLE 5. FUNDS TRANSFERS
	SECTION 5.01.  Section 4A.103(a)(1), Business & Commerce
	Code, is amended to read as follows:
	(1)  "Payment order" means an instruction of a sender
	to a receiving bank, transmitted orally or in a record,
	[electronically, or in writing,] to pay, or to cause another bank to
	pay, a fixed or determinable amount of money to a beneficiary if:
	(A)  the instruction does not state a condition of
	payment to the beneficiary other than the time of payment;
	(B)  the receiving bank is to be reimbursed by
	debiting an account of, or otherwise receiving payment from, the
	sender; and
	(C)  the instruction is transmitted by the sender
	directly to the receiving bank or to an agent, funds transfer
	system, or communication system for transmittal to the receiving
	bank.
	SECTION 5.02.  Section 4A.201, Business & Commerce Code, is
	amended to read as follows:
	Sec. 4A.201.  SECURITY PROCEDURE. "Security procedure"
	means a procedure established by an agreement between a customer
	and a receiving bank for the purpose of (i) verifying that a payment
	order or communication amending or cancelling a payment order is
	that of the customer, or (ii) detecting error in the transmission or
	the content of the payment order or communication. A security
	procedure may impose an obligation on the receiving bank or the
	customer and may require the use of algorithms or other codes,
	identifying words, [or] numbers, symbols, sounds, biometrics,
	encryption, callback procedures, or similar security devices.
	Comparison of a signature on a payment order or communication with
	an authorized specimen signature of the customer or requiring a
	payment order to be sent from a known e-mail address, IP address, or
	telephone number is not by itself a security procedure.
	SECTION 5.03.  Sections 4A.202(b) and (c), Business &
	Commerce Code, are amended to read as follows:
	(b)  If a bank and its customer have agreed that the
	authenticity of payment orders issued to the bank in the name of the
	customer as sender will be verified pursuant to a security
	procedure, a payment order received by the receiving bank is
	effective as the order of the customer, whether or not authorized,
	if (i) the security procedure is a commercially reasonable method
	of providing security against unauthorized payment orders, and (ii)
	the bank proves that it accepted the payment order in good faith and
	in compliance with the bank's obligations under the security
	procedure and any [written] agreement or instruction of the
	customer, evidenced by a record, restricting acceptance of payment
	orders issued in the name of the customer. The bank is not required
	to follow an instruction that violates an [a written] agreement
	with the customer evidenced by a record, or notice of which is not
	received at a time and in a manner affording the bank a reasonable
	opportunity to act on it before the payment order is accepted.
	(c)  Commercial reasonableness of a security procedure is a
	question of law to be determined by considering the wishes of the
	customer expressed to the bank, the circumstances of the customer
	known to the bank, including the size, type, and frequency of
	payment orders normally issued by the customer to the bank,
	alternative security procedures offered to the customer, and
	security procedures in general use by customers and receiving banks
	similarly situated. A security procedure is deemed to be
	commercially reasonable if:
	(1)  the security procedure was chosen by the customer
	after the bank offered, and the customer refused, a security
	procedure that was commercially reasonable for the customer; and
	(2)  the customer expressly agreed in a record
	[writing] to be bound by any payment order, whether or not
	authorized, issued in its name and accepted by the bank in
	compliance with the bank's obligations under the security procedure
	chosen by the customer.
	SECTION 5.04.  Section 4A.203(a), Business & Commerce Code,
	is amended to read as follows:
	(a)  If an accepted payment order is not, under Section
	4A.202(a), an authorized order of a customer identified as sender,
	but is effective as an order of the customer pursuant to Section
	4A.202(b), the following rules apply:
	(1)  By express [written] agreement evidenced by a
	record, the receiving bank may limit the extent to which it is
	entitled to enforce or retain payment of the payment order.
	(2)  The receiving bank is not entitled to enforce or
	retain payment of the payment order if the customer proves that the
	order was not caused, directly or indirectly, by a person:
	(A)  entrusted at any time with duties to act for
	the customer with respect to payment orders or the security
	procedure; or
	(B)  who obtained access to transmitting
	facilities of the customer or who obtained, from a source
	controlled by the customer and without authority of the receiving
	bank, information facilitating breach of the security procedure,
	regardless of how the information was obtained or whether the
	customer was at fault. Information includes any access device,
	computer software, or the like.
	SECTION 5.05.  Section 4A.207(c), Business & Commerce Code,
	is amended to read as follows:
	(c)  If (i) a payment order described in Subsection (b) is
	accepted, (ii) the originator's payment order described the
	beneficiary inconsistently by name and number, and (iii) the
	beneficiary's bank pays the person identified by number as
	permitted by Subsection (b)(1), the following rules apply:
	(1)  If the originator is a bank, the originator is
	obliged to pay its order.
	(2)  If the originator is not a bank and proves that the
	person identified by number was not entitled to receive payment
	from the originator, the originator is not obliged to pay its order
	unless the originator's bank proves that the originator, before
	acceptance of the originator's order, had notice that payment of a
	payment order issued by the originator might be made by the
	beneficiary's bank on the basis of an identifying or bank account
	number even if it identifies a person different from the named
	beneficiary. Proof of notice may be made by any admissible
	evidence. The originator's bank satisfies the burden of proof if it
	proves that the originator, before the payment order was accepted,
	signed a record [writing] stating the information to which the
	notice relates.
	SECTION 5.06.  Section 4A.208(b), Business & Commerce Code,
	is amended to read as follows:
	(b)  This subsection applies to a payment order identifying
	an intermediary bank or the beneficiary's bank both by name and an
	identifying number if the name and number identify different
	persons.
	(1)  If the sender is a bank, the receiving bank may
	rely on the number as the proper identification of the intermediary
	or beneficiary's bank if the receiving bank, when it executes the
	sender's order, does not know that the name and number identify
	different persons. The receiving bank need not determine whether
	the name and number refer to the same person or whether the number
	refers to a bank. The sender is obliged to compensate the receiving
	bank for any loss and expenses incurred by the receiving bank as a
	result of its reliance on the number in executing or attempting to
	execute the order.
	(2)  If the sender is not a bank and the receiving bank
	proves that the sender, before the payment order was accepted, had
	notice that the receiving bank might rely on the number as the
	proper identification of the intermediary or beneficiary's bank
	even if it identifies a person different from the bank identified by
	name, the rights and obligations of the sender and the receiving
	bank are governed by Subsection (b)(1), as though the sender were a
	bank. Proof of notice may be made by any admissible evidence. The
	receiving bank satisfies the burden of proof if it proves that the
	sender, before the payment order was accepted, signed a record
	[writing] stating the information to which the notice relates.
	(3)  Regardless of whether the sender is a bank, the
	receiving bank may rely on the name as the proper identification of
	the intermediary or beneficiary's bank if the receiving bank, at
	the time it executes the sender's order, does not know that the name
	and number identify different persons. The receiving bank need not
	determine whether the name and number refer to the same person.
	(4)  If the receiving bank knows that the name and
	number identify different persons, reliance on either the name or
	the number in executing the sender's payment order is a breach of
	the obligation stated in Section 4A.302(a)(1).
	SECTION 5.07.  Section 4A.210(a), Business & Commerce Code,
	is amended to read as follows:
	(a)  A payment order is rejected by the receiving bank by a
	notice of rejection transmitted to the sender orally[,
	electronically,] or in a record [writing]. A notice of rejection
	need not use any particular words and is sufficient if it indicates
	that the receiving bank is rejecting the order or will not execute
	or pay the order. Rejection is effective when the notice is given
	if transmission is by a means that is reasonable under the
	circumstances. If notice of rejection is given by a means that is
	not reasonable, rejection is effective when the notice is received.
	If an agreement of the sender and receiving bank establishes the
	means to be used to reject a payment order:
	(1)  any means complying with the agreement is
	reasonable; and
	(2)  any means not complying is not reasonable unless
	no significant delay in receipt of the notice resulted from the use
	of the noncomplying means.
	SECTION 5.08.  Section 4A.211(a), Business & Commerce Code,
	is amended to read as follows:
	(a)  A communication of the sender of a payment order
	cancelling or amending the order may be transmitted to the
	receiving bank orally[, electronically,] or in a record [writing].
	If a security procedure is in effect between the sender and the
	receiving bank, the communication is not effective to cancel or
	amend the order unless the communication is verified pursuant to
	the security procedure or the bank agrees to the cancellation or
	amendment.
	SECTION 5.09.  Sections 4A.305(c) and (d), Business &
	Commerce Code, are amended to read as follows:
	(c)  In addition to the amounts payable under Subsections (a)
	and (b), damages, including consequential damages, are recoverable
	to the extent provided in an express [written] agreement of the
	receiving bank, evidenced by a record.
	(d)  If a receiving bank fails to execute a payment order it
	was obliged by express agreement to execute, the receiving bank is
	liable to the sender for its expenses in the transaction and for
	incidental expenses and interest losses resulting from the failure
	to execute. Additional damages, including consequential damages,
	are recoverable to the extent provided in an express [written]
	agreement of the receiving bank, evidenced by a record, but are not
	otherwise recoverable.
	ARTICLE 6. LETTERS OF CREDIT
	SECTION 6.01.  Section 5.104, Business & Commerce Code, is
	amended to read as follows:
	Sec. 5.104.  FORMAL REQUIREMENTS. A letter of credit,
	confirmation, advice, transfer, amendment, or cancellation may be
	issued in any form that is a signed record [and is authenticated:
	[(1)  by a signature; or
	[(2)  in accordance with the agreement of the parties
	or the standard practice referred to in Section 5.108(e)].
	SECTION 6.02.  Section 5.116, Business & Commerce Code, is
	amended to read as follows:
	Sec. 5.116.  CHOICE OF LAW AND FORUM. (a)  The liability of
	an issuer, nominated person, or adviser for action or omission is
	governed by the law of the jurisdiction chosen by an agreement in
	the form of a record signed [or otherwise authenticated] by the
	affected parties [in the manner provided in Section 5.104] or by a
	provision in the person's letter of credit, confirmation, or other
	undertaking. The jurisdiction whose law is chosen need not bear any
	relation to the transaction.
	(b)  Unless Subsection (a) applies, the liability of an
	issuer, nominated person, or adviser for action or omission is
	governed by the law of the jurisdiction in which the person is
	located. The person is considered to be located at the address
	indicated in the person's undertaking. If more than one address is
	indicated, the person is considered to be located at the address
	from which the person's undertaking was issued.
	(c)  For the purpose of jurisdiction, choice of law, and
	recognition of interbranch letters of credit, but not enforcement
	of a judgment, all branches of a bank are considered separate
	juridical entities, and a bank is considered to be located at the
	place where its relevant branch is considered to be located under
	Subsection (d) [this subsection].
	(d)  A branch of a bank is considered to be located at the
	address indicated in the branch's undertaking. If more than one
	address is indicated, the branch is considered to be located at the
	address from which the undertaking was issued.
	(e) [(c)]  Except as otherwise provided in this subsection,
	the liability of an issuer, nominated person, or adviser is
	governed by any rules of custom or practice, such as the Uniform
	Customs and Practice for Documentary Credits, to which the letter
	of credit, confirmation, or other undertaking is expressly made
	subject. If (i) this chapter would govern the liability of an
	issuer, nominated person, or adviser under Subsection (a) or (b),
	(ii) the relevant undertaking incorporates rules of custom or
	practice, and (iii) there is conflict between this chapter and
	those rules as applied to that undertaking, those rules govern
	except to the extent of any conflict with the nonvariable
	provisions specified in Section 5.103(c).
	(f) [(d)]  If there is conflict between this chapter and
	Chapter 3, 4, 4A, or 9, this chapter governs.
	(g) [(e)]  The forum for settling disputes arising out of an
	undertaking within this chapter may be chosen in the manner and with
	the binding effect that governing law may be chosen in accordance
	with Subsection (a).
	ARTICLE 7. DOCUMENTS OF TITLE
	SECTION 7.01.  Section 7.106, Business & Commerce Code, is
	amended by amending Subsection (b) and adding Subsections (c), (d),
	(e), (f), (g), (h), and (i) to read as follows:
	(b)  A system satisfies Subsection (a), and a person has [is
	deemed to have] control of an electronic document of title, if the
	document is created, stored, and transferred [assigned] in [such] a
	manner that:
	(1)  a single authoritative copy of the document exists
	which is unique, identifiable, and, except as otherwise provided in
	Subdivisions (4), (5), and (6), unalterable;
	(2)  the authoritative copy identifies the person
	asserting control as:
	(A)  the person to which the document was issued;
	or
	(B)  if the authoritative copy indicates that the
	document has been transferred, the person to which the document was
	most recently transferred;
	(3)  the authoritative copy is communicated to and
	maintained by the person asserting control or its designated
	custodian;
	(4)  copies or amendments that add or change an
	identified transferee [assignee] of the authoritative copy can be
	made only with the consent of the person asserting control;
	(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 amendment of the authoritative copy is readily
	identifiable as authorized or unauthorized.
	(c)  A system satisfies Subsection (a), and a person has
	control of an electronic document of title, if an authoritative
	electronic copy of the document, a record attached to or logically
	associated with the electronic copy, or a system in which the
	electronic copy is recorded:
	(1)  enables the person readily to identify each
	electronic copy as either an authoritative copy or a
	nonauthoritative copy;
	(2)  enables the person readily to identify itself in
	any way, including by name, identifying number, cryptographic key,
	office, or account number, as the person to which each
	authoritative electronic copy was issued or transferred; and
	(3)  gives the person exclusive power, subject to
	Subsection (d), to:
	(A)  prevent others from adding or changing the
	person to which each authoritative electronic copy has been issued
	or transferred; and
	(B)  transfer control of each authoritative
	electronic copy.
	(d)  Subject to Subsection (e), a power is exclusive under
	Subsections (c)(3)(A) and (B), even if:
	(1)  the authoritative electronic copy, a record
	attached to or logically associated with the authoritative
	electronic copy, or a system in which the authoritative electronic
	copy is recorded limits the use of the document of title or has a
	protocol that is programmed to cause a change, including a transfer
	or loss of control; or
	(2)  the power is shared with another person.
	(e)  A power of a person is not shared with another person
	under Subsection (d)(2) and the person's power is not exclusive if:
	(1)  the person can exercise the power only if the power
	also is exercised by the other person; and
	(2)  the other person:
	(A)  can exercise the power without exercise of
	the power by the person; or
	(B)  is the transferor to the person of an
	interest in the document of title.
	(f)  If a person has the powers specified in Subsections
	(c)(3)(A) and (B), the powers are presumed to be exclusive.
	(g)  A person has control of an electronic document of title
	if another person, other than the transferor to the person of an
	interest in the document:
	(1)  has control of the document and acknowledges that
	it has control on behalf of the person; or
	(2)  obtains control of the document after having
	acknowledged that it will obtain control of the document on behalf
	of the person.
	(h)  A person that has control under this section is not
	required to acknowledge that it has control on behalf of another
	person.
	(i)  If a person acknowledges that it has or will obtain
	control on behalf of another person, unless the person otherwise
	agrees or law other than this chapter or Chapter 9 otherwise
	provides, the person does not owe any duty to the other person and
	is not required to confirm the acknowledgment to any other person.
	ARTICLE 8. INVESTMENT SECURITIES
	SECTION 8.01.  Section 8.102(a)(6), Business & Commerce
	Code, is amended to read as follows:
	(6)  "Communicate" means to:
	(A)  send a signed record [writing]; or
	(B)  transmit information by any mechanism agreed
	on by the persons transmitting and receiving the information.
	SECTION 8.02.  Section 8.102(b), Business & Commerce Code,
	is amended to read as follows:
	(b)  The following [Other] definitions in [applying to] this
	chapter and other chapters apply to this chapter [the sections in
	which they appear are]:
	Appropriate person Section 8.107
	Control Section 8.106
	Controllable account Section 9.102
	Controllable electronic record Section 12A.102
	Controllable payment intangible Section 9.102
	Delivery Section 8.301
	Investment company security Section 8.103
	Issuer Section 8.201
	Overissue Section 8.210
	Protected purchaser Section 8.303
	Securities account Section 8.501
	SECTION 8.03.  Section 8.103, Business & Commerce Code, is
	amended by adding Subsection (h) to read as follows:
	(h)  A controllable account, controllable electronic record,
	or controllable payment intangible is not a financial asset unless
	Section 8.102(a)(9)(C) applies.
	SECTION 8.04.  Section 8.106, Business & Commerce Code, is
	amended by amending Subsection (d) and adding Subsections (h) and
	(i) to read as follows:
	(d)  A purchaser has control of a security entitlement if:
	(1)  the purchaser becomes the entitlement holder;
	(2)  the securities intermediary has agreed that it
	will comply with entitlement orders originated by the purchaser
	without further consent by the entitlement holder; or
	(3)  another person, other than the transferor to the
	purchaser of an interest in the security entitlement:
	(A)  has control of the security entitlement and
	[on behalf of the purchaser or, having previously acquired control
	of the security entitlement,] acknowledges that it has control on
	behalf of the purchaser; or
	(B)  obtains control of the security entitlement
	after having acknowledged that it will obtain control of the
	security entitlement on behalf of the purchaser.
	(h)  A person that has control under this section is not
	required to acknowledge that it has control on behalf of a
	purchaser.
	(i)  If a person acknowledges that it has or will obtain
	control on behalf of a purchaser, unless the person otherwise
	agrees or law other than this chapter or Chapter 9 otherwise
	provides, the person does not owe any duty to the purchaser and is
	not required to confirm the acknowledgment to any other person.
	SECTION 8.05.  Section 8.110, Business & Commerce Code, is
	amended by adding Subsection (g) to read as follows:
	(g)  The local law of the issuer's jurisdiction or the
	securities intermediary's jurisdiction governs a matter or
	transaction specified in Subsection (a) or (b) even if the matter or
	transaction does not bear any relation to the jurisdiction.
	SECTION 8.06.  Section 8.303(b), Business & Commerce Code,
	is amended to read as follows:
	(b)  A [In addition to acquiring the rights of a purchaser,
	a] protected purchaser [also] acquires its interest in the security
	free of any adverse claim.
	ARTICLE 9. SECURED TRANSACTIONS
	SECTION 9.01.  Section 9.102(a), Business & Commerce Code,
	is amended by amending Subdivisions (2), (3), (4), (11), (42),
	(47), (62), and (67) and adding Subdivisions (7-a), (7-b), (27-a),
	(27-b), (31-a), (54-a), and (79-a) to read as follows:
	(2)  "Account," except as used in "account for,"
	"account statement," "account to," the definition of "commodity
	account" in Subdivision (14), "customer's account," the definition
	of "deposit account" in Subdivision (29), "on account of," and
	"statement of account," 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. The term includes
	controllable accounts and health-care-insurance receivables. The
	term does not include (i) chattel paper [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 the use of a credit or charge card or information
	contained on or for use with the card, or (vii) rights to payment
	evidenced by an instrument.
	(3)  "Account debtor" means a person obligated on an
	account, chattel paper, or general intangible. The term does not
	include persons obligated to pay a negotiable instrument, even if
	the negotiable instrument evidences [constitutes part of] chattel
	paper.
	(4)  "Accounting," except as used in "accounting for,"
	means a record:
	(A)  signed [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.
	(7-a)  "Assignee," except as used in "assignee for
	benefit of creditors," means a person (i) in whose favor a security
	interest that secures an obligation is created or provided for
	under a security agreement, whether or not the obligation is
	outstanding or (ii) to which an account, chattel paper, payment
	intangible, or promissory note has been sold. The term includes a
	person to which a security interest has been transferred by a
	secured party.
	(7-b)  "Assignor" means a person that (i) under a
	security agreement creates or provides for a security interest that
	secures an obligation or (ii) sells an account, chattel paper,
	payment intangible, or promissory note. The term includes a
	secured party that has transferred a security interest to another
	person.
	(11)  "Chattel paper" means:
	(A)  a right to payment of a monetary obligation
	secured by specific goods, if the right to payment and security
	agreement are evidenced by a record; or
	(B)  a right to payment of a monetary obligation
	owed by a lessee under a lease agreement with respect to specific
	goods and a monetary obligation owed by the lessee in connection
	with the transaction giving rise to the lease, if:
	(i)  the right to payment and lease
	agreement are evidenced by a record; and
	(ii)  the predominant purpose of the
	transaction giving rise to the lease was to give the lessee the
	right to possession and use of the goods. The term does not include
	a right to payment arising out of a charter or other contract
	involving the use or hire of a vessel or 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 [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
	subdivision, "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.
	The term 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 on or for use with the card. If a transaction
	is evidenced by records that include an instrument or series of
	instruments, the group of records taken together constitutes
	chattel paper].
	(27-a)  "Controllable account" means an account
	evidenced by a controllable electronic record that provides that
	the account debtor undertakes to pay the person that has control
	under Section 12A.105 of the controllable electronic record.
	(27-b)  "Controllable payment intangible" means a
	payment intangible evidenced by a controllable electronic record
	that provides that the account debtor undertakes to pay the person
	that has control under Section 12A.105 of the controllable
	electronic record.
	(31-a)  "Electronic money" means money in an electronic
	form.
	(42)  "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. The term includes controllable electronic records,
	payment intangibles, and software.
	(47)  "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. The term does not
	include (i) investment property, (ii) letters of credit, (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, [or] (iv) nonnegotiable certificates of deposit, or (v)
	writings that evidence chattel paper.
	(54-a)  "Money" has the meaning in Section
	1.201(b)(24), but does not include (i) a deposit account or (ii)
	money in an electronic form that cannot be subjected to control
	under Section 9.1051.
	(62)  "Payment intangible" means a general intangible
	under which the account debtor's principal obligation is a monetary
	obligation. The term includes a controllable payment intangible.
	(67)  "Proposal" means a record signed [authenticated]
	by a secured party that 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
	9.620, 9.621, and 9.622.
	(79-a)  "Tangible money" means money in a tangible
	form.
	SECTION 9.02.  Section 9.102(b), Business & Commerce Code,
	is amended to read as follows:
	(b)  "Control" as provided in Section 7.106 and the [The]
	following definitions in other chapters apply to this chapter:
	"Applicant" Section 5.102.
	"Beneficiary" Section 5.102.
	"Broker" Section 8.102.
	"Certificated security" Section 8.102.
	"Check" Section 3.104.
	"Clearing corporation" Section 8.102.
	"Contract for sale" Section 2.106.
	["Control" (with respect to a ] [Section 7.106.]
	[] [Section 7.106.]
	"Controllable electronic record" Section 12A.102.
	"Customer" Section 4.104.
	"Entitlement holder" Section 8.102.
	"Financial asset" Section 8.102.
	"Holder in due course" Section 3.302.
	"Issuer" (with respect to a letter of credit
	"Issuer" (with respect to a letter of credit
	or letter-of-credit right) Section 5.102.
	"Issuer" (with respect to a security) Section 8.201.
	"Issuer" (with respect to a security) Section 8.201.
	"Lease" Section 2A.103.
	"Lease agreement" Section 2A.103.
	"Lease contract" Section 2A.103.
	"Leasehold interest" Section 2A.103.
	"Lessee" Section 2A.103.
	"Lessee in ordinary course of business" Section 2A.103.
	"Lessee in ordinary course of business" Section 2A.103.
	"Lessor" Section 2A.103.
	"Lessor's residual interest" Section 2A.103.
	"Letter of credit" Section 5.102.
	"Merchant" Section 2.104.
	"Negotiable instrument" Section 3.104.
	"Nominated person" Section 5.102.
	"Note" Section 3.104.
	"Proceeds of a letter of credit" Section 5.114.
	"Protected purchaser" Section 8.303.
	"Prove" Section 3.103.
	"Qualifying purchaser" Section 12A.102.
	"Sale" Section 2.106.
	"Securities account" Section 8.501.
	"Securities intermediary" Section 8.102.
	"Security" Section 8.102.
	"Security certificate" Section 8.102.
	"Security entitlement" Section 8.102.
	"Uncertificated security" Section 8.102.
	["Virtual currency"] [Section 12.001.]
	SECTION 9.03.  Section 9.104(a), Business & Commerce Code,
	is amended to read as follows:
	(a)  A secured party has control of a deposit account if:
	(1)  the secured party is the bank with which the
	deposit account is maintained;
	(2)  the debtor, secured party, and bank have agreed in
	a signed [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]
	(3)  the secured party becomes the bank's customer with
	respect to the deposit account; or
	(4)  another person, other than the debtor:
	(A)  has control of the deposit account and
	acknowledges that it has control on behalf of the secured party; or
	(B)  obtains control of the deposit account after
	having acknowledged that it will obtain control of the deposit
	account on behalf of the secured party.
	SECTION 9.04.  Section 9.105, Business & Commerce Code, is
	amended to read as follows:
	Sec. 9.105.  CONTROL OF ELECTRONIC COPY OF RECORD EVIDENCING
	CHATTEL PAPER. (a)  A purchaser [secured party] has control of an
	authoritative electronic copy of a record evidencing chattel paper
	if a system employed for evidencing the assignment [transfer] of
	interests in the chattel paper reliably establishes the purchaser
	[secured party] as the person to which the authoritative electronic
	copy [chattel paper] was assigned.
	(b)  A system satisfies Subsection (a)[, and a secured party
	has control of electronic chattel paper,] if the record or records
	evidencing [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 [that] is unique, identifiable, and, except as
	otherwise provided in Subdivisions (4), (5), and (6), unalterable;
	(2)  the authoritative copy identifies the purchaser
	[secured party] as the assignee of the record or records;
	(3)  the authoritative copy is communicated to and
	maintained by the purchaser [secured party] or its designated
	custodian;
	(4)  copies or amendments that add or change an
	identified assignee of the authoritative copy can be made only with
	the consent of the purchaser [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 amendment of the authoritative copy is readily
	identifiable as authorized or unauthorized.
	(c)  A system satisfies Subsection (a), and a purchaser has
	control of an authoritative electronic copy of a record evidencing
	chattel paper, if the electronic copy, a record attached to or
	logically associated with the electronic copy, or a system in which
	the electronic copy is recorded:
	(1)  enables the purchaser readily to identify each
	electronic copy as an authoritative copy or a nonauthoritative
	copy;
	(2)  enables the purchaser readily to identify itself
	in any way, including by name, identifying number, cryptographic
	key, office, or account number, as the assignee of the
	authoritative electronic copy; and
	(3)  gives the purchaser exclusive power, subject to
	Subsection (d), to:
	(A)  prevent others from adding or changing an
	identified assignee of the authoritative electronic copy; and
	(B)  transfer control of the authoritative
	electronic copy.
	(d)  Subject to Subsection (e), a power is exclusive under
	Subsections (c)(3)(A) and (B) even if:
	(1)  the authoritative electronic copy, a record
	attached to or logically associated with the authoritative
	electronic copy, or a system in which the authoritative electronic
	copy is recorded limits the use of the authoritative electronic
	copy or has a protocol programmed to cause a change, including a
	transfer or loss of control; or
	(2)  the power is shared with another person.
	(e)  A power of a purchaser is not shared with another person
	under Subsection (d)(2) and the purchaser's power is not exclusive
	if:
	(1)  the purchaser can exercise the power only if the
	power also is exercised by the other person; and
	(2)  the other person:
	(A)  can exercise the power without exercise of
	the power by the purchaser; or
	(B)  is the transferor to the purchaser of an
	interest in the chattel paper.
	(f)  If a purchaser has the powers specified in Subsections
	(c)(3)(A) and (B), the powers are presumed to be exclusive.
	(g)  A purchaser has control of an authoritative electronic
	copy of a record evidencing chattel paper if another person, other
	than the transferor to the purchaser of an interest in the chattel
	paper:
	(1)  has control of the authoritative electronic copy
	and acknowledges that it has control on behalf of the purchaser; or
	(2)  obtains control of the authoritative electronic
	copy after having acknowledged that it will obtain control of the
	electronic copy on behalf of the purchaser.
	SECTION 9.05.  Subchapter A, Chapter 9, Business & Commerce
	Code, is amended by adding Section 9.1051 to read as follows:
	Sec. 9.1051.  CONTROL OF ELECTRONIC MONEY. (a) A person has
	control of electronic money if:
	(1)  the electronic money, a record attached to or
	logically associated with the electronic money, or a system in
	which the electronic money is recorded gives the person:
	(A)  power to avail itself of substantially all
	the benefit from the electronic money; and
	(B)  exclusive power, subject to Subsection (b),
	to:
	(i)  prevent others from availing themselves
	of substantially all the benefit from the electronic money; and
	(ii)  transfer control of the electronic
	money to another person or cause another person to obtain control of
	other electronic money as a result of the transfer of the electronic
	money; and
	(2)  the electronic money, a record attached to or
	logically associated with the electronic money, or a system in
	which the electronic money is recorded enables the person readily
	to identify itself in any way, including by name, identifying
	number, cryptographic key, office, or account number, as having the
	powers under Subdivision (1).
	(b)  Subject to Subsection (c), a power is exclusive under
	Subsections (a)(1)(B)(i) and (ii) even if:
	(1)  the electronic money, a record attached to or
	logically associated with the electronic money, or a system in
	which the electronic money is recorded limits the use of the
	electronic money or has a protocol programmed to cause a change,
	including a transfer or loss of control; or
	(2)  the power is shared with another person.
	(c)  A power of a person is not shared with another person
	under Subsection (b)(2) and the person's power is not exclusive if:
	(1)  the person can exercise the power only if the power
	also is exercised by the other person; and
	(2)  the other person:
	(A)  can exercise the power without exercise of
	the power by the person; or
	(B)  is the transferor to the person of an
	interest in the electronic money.
	(d)  If a person has the powers specified in Subsections
	(a)(1)(B)(i) and (ii), the powers are presumed to be exclusive.
	(e)  A person has control of electronic money if another
	person, other than the transferor to the person of an interest in
	the electronic money:
	(1)  has control of the electronic money and
	acknowledges that it has control on behalf of the person; or
	(2)  obtains control of the electronic money after
	having acknowledged that it will obtain control of the electronic
	money on behalf of the person.
	SECTION 9.06.  Subchapter A, Chapter 9, Business & Commerce
	Code, is amended by adding Sections 9.1072 and 9.1073 to read as
	follows:
	Sec. 9.1072.  CONTROL OF CONTROLLABLE ELECTRONIC RECORD,
	CONTROLLABLE ACCOUNT, OR CONTROLLABLE PAYMENT INTANGIBLE. (a) A
	secured party has control of a controllable electronic record as
	provided in Section 12A.105.
	(b)  A secured party has control of a controllable account or
	controllable payment intangible if the secured party has control of
	the controllable electronic record that evidences the controllable
	account or controllable payment intangible.
	Sec. 9.1073.  NO REQUIREMENT TO ACKNOWLEDGE OR CONFIRM; NO
	DUTIES. (a) A person that has control under Section 9.104, 9.105,
	or 9.1051 is not required to acknowledge that it has control on
	behalf of another person.
	(b)  If a person acknowledges that it has or will obtain
	control on behalf of another person, unless the person otherwise
	agrees or law other than this chapter otherwise provides, the
	person does not owe any duty to the other person and is not required
	to confirm the acknowledgment to any other person.
	SECTION 9.07.  Section 9.203(b), Business & Commerce Code,
	is amended to read as follows:
	(b)  Except as otherwise provided in Subsections (c)-(j), a
	security interest is enforceable against the debtor and third
	parties with respect to the collateral only if:
	(1)  value has been given;
	(2)  the debtor has rights in the collateral or the
	power to transfer rights in the collateral to a secured party; and
	(3)  one of the following conditions is met:
	(A)  the debtor has signed [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;
	(B)  the collateral is not a certificated security
	and is in the possession of the secured party under Section 9.313
	pursuant to the debtor's security agreement;
	(C)  the collateral is a certificated security in
	registered form and the security certificate has been delivered to
	the secured party under Section 8.301 pursuant to the debtor's
	security agreement; [or]
	(D)  the collateral is controllable accounts,
	controllable electronic records, controllable payment intangibles,
	deposit accounts, electronic documents, electronic money,
	[electronic chattel paper,] investment property, or
	letter-of-credit rights, [or electronic documents,] and the
	secured party has control under Section 7.106, 9.104, 9.1051
	[9.105], 9.106, [or] 9.107, or 9.1072 pursuant to the debtor's
	security agreement; or
	(E)  the collateral is chattel paper and the
	secured party has possession and control under Section 9.3141
	pursuant to the debtor's security agreement.
	SECTION 9.08.  Section 9.204, Business & Commerce Code, is
	amended by amending Subsection (b) and adding Subsection (b-1) to
	read as follows:
	(b)  Subject to Subsection (b-1), a [A] security interest
	does not attach under a term constituting an after-acquired
	property clause to:
	(1)  consumer goods, other than an accession when given
	as additional security, unless the debtor acquires rights in them
	within 10 days after the secured party gives value; or
	(2)  a commercial tort claim.
	(b-1)  Subsection (b) does not prevent a security interest
	from attaching:
	(1)  to consumer goods as proceeds under Section
	9.315(a) or commingled goods under Section 9.336(c);
	(2)  to a commercial tort claim as proceeds under
	Section 9.315(a); or
	(3)  under an after-acquired property clause to
	property that is proceeds of consumer goods or a commercial tort
	claim.
	SECTION 9.09.  Section 9.207(c), Business & Commerce Code,
	is amended to read as follows:
	(c)  Except as otherwise provided in Subsection (d), a
	secured party having possession of collateral or control of
	collateral under Section 7.106, 9.104, 9.105, 9.1051, 9.106, [or]
	9.107, or 9.1072:
	(1)  may hold as additional security any proceeds,
	except money or funds, received from the collateral;
	(2)  shall apply money or funds received from the
	collateral to reduce the secured obligation, unless remitted to the
	debtor; and
	(3)  may create a security interest in the collateral.
	SECTION 9.10.  Section 9.208(b), Business & Commerce Code,
	is amended to read as follows:
	(b)  Within 10 days after receiving a signed [an
	authenticated] demand by the debtor:
	(1)  a secured party having control of a deposit
	account under Section 9.104(a)(2) shall send to the bank with which
	the deposit account is maintained a signed record [an authenticated
	statement] that releases the bank from any further obligation to
	comply with instructions originated by the secured party;
	(2)  a secured party having control of a deposit
	account under Section 9.104(a)(3) shall:
	(A)  pay the debtor the balance on deposit in the
	deposit account; or
	(B)  transfer the balance on deposit into a
	deposit account in the debtor's name;
	(3)  a secured party, other than a buyer, having
	control [of electronic chattel paper] under Section 9.105 of an
	authoritative electronic copy of a record evidencing chattel paper
	shall transfer control of the electronic copy to the debtor or a
	person designated by the debtor [:
	[(A)  communicate the authoritative copy of the
	electronic chattel paper to the debtor or its designated custodian;
	[(B)  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
	[(C)  take appropriate action to enable the debtor
	or its designated custodian to make copies of or revisions to the
	authoritative copy that add or change an identified assignee of the
	authoritative copy without the consent of the secured party];
	(4)  a secured party having control of investment
	property under Section 8.106(d)(2) or 9.106(b) shall send to the
	securities intermediary or commodity intermediary with which the
	security entitlement or commodity contract is maintained a signed
	[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;
	(5)  a secured party having control of a
	letter-of-credit right under Section 9.107 shall send to each
	person having an unfulfilled obligation to pay or deliver proceeds
	of the letter of credit to the secured party a signed [an
	authenticated] release from any further obligation to pay or
	deliver proceeds of the letter of credit to the secured party; [and]
	(6)  a secured party having control under Section 7.106
	of an authoritative copy of an electronic document of title [of an
	electronic document] shall transfer control of the electronic copy
	to the debtor or a person designated by the debtor;
	(7)  a secured party having control under Section
	9.1051 of electronic money shall transfer control of the electronic
	money to the debtor or a person designated by the debtor; and
	(8)  a secured party having control under Section
	12A.105 of a controllable electronic record, other than a buyer of a
	controllable account or controllable payment intangible evidenced
	by the controllable electronic record, shall transfer control of
	the controllable electronic record to the debtor or a person
	designated by the debtor [:
	[(A)  give control of the electronic document to
	the debtor or its designated custodian;
	[(B)  if the debtor designates a custodian that is
	the designated custodian with which the authoritative copy of the
	electronic document 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
	[(C)  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].
	SECTION 9.11.  Section 9.209(b), Business & Commerce Code,
	is amended to read as follows:
	(b)  Within 10 days after receiving a signed [an
	authenticated] demand by the debtor, a secured party shall send to
	an account debtor that has received notification under Section
	9.406(a) or 12A.106(b) of an assignment to the secured party as
	assignee a signed [under Section 9.406(a) an authenticated] record
	that releases the account debtor from any further obligation to the
	secured party.
	SECTION 9.12.  Sections 9.210(a), (b), (c), (d), and (e),
	Business & Commerce Code, are amended to read as follows:
	(a)  In this section:
	(1)  "Request" means a record of a type described in
	Subdivision (2), (3), or (4).
	(2)  "Request for an accounting" means a record signed
	[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.
	(3)  "Request regarding a list of collateral" means a
	record signed [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.
	(4)  "Request regarding a statement of account" means a
	record signed [authenticated] by a debtor 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.
	(b)  Subject to Subsections (c), (d), (e), and (f), 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:
	(1)  in the case of a request for an accounting, by
	signing [authenticating] and sending to the debtor an accounting;
	and
	(2)  in the case of a request regarding a list of
	collateral or a request regarding a statement of account, by
	signing [authenticating] and sending to the debtor an approval or
	correction.
	(c)  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 a signed [an authenticated] record including a statement to
	that effect within 14 days after receipt.
	(d)  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 a signed [an authenticated] record:
	(1)  disclaiming any interest in the collateral; and
	(2)  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.
	(e)  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 a signed [an
	authenticated] record:
	(1)  disclaiming any interest in the obligations; and
	(2)  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.
	SECTION 9.13.  Section 9.301, Business & Commerce Code, is
	amended to read as follows:
	Sec. 9.301.  LAW GOVERNING PERFECTION AND PRIORITY OF
	SECURITY INTERESTS. Except as otherwise provided in Sections 9.303
	through 9.3062 [9.306], 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 Subdivision (4),
	while [tangible] negotiable tangible documents, goods,
	instruments, or tangible 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 9.14.  Section 9.304(a), Business & Commerce Code,
	is amended to read as follows:
	(a)  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 even if the transaction does not bear any relation to
	the bank's jurisdiction.
	SECTION 9.15.  Section 9.305(a), Business & Commerce Code,
	is amended to read as follows:
	(a)  Except as otherwise provided in Subsection (c), the
	following rules apply:
	(1)  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.
	(2)  The local law of the issuer's jurisdiction as
	specified in Section 8.110(d) governs perfection, the effect of
	perfection or nonperfection, and the priority of a security
	interest in an uncertificated security.
	(3)  The local law of the securities intermediary's
	jurisdiction as specified in Section 8.110(e) governs perfection,
	the effect of perfection or nonperfection, and the priority of a
	security interest in a security entitlement or securities account.
	(4)  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.
	(5)  Subdivisions (2), (3), and (4) apply even if the
	transaction does not bear any relation to the jurisdiction.
	SECTION 9.16.  Subchapter C, Chapter 9, Business & Commerce
	Code, is amended by adding Sections 9.3061 and 9.3062 to read as
	follows:
	Sec. 9.3061.  LAW GOVERNING PERFECTION AND PRIORITY OF
	SECURITY INTERESTS IN CHATTEL PAPER. (a) Except as provided in
	Subsection (d), if chattel paper is evidenced only by an
	authoritative electronic copy of the chattel paper or is evidenced
	by an authoritative electronic copy and an authoritative tangible
	copy, the local law of the chattel paper's jurisdiction governs
	perfection, the effect of perfection or nonperfection, and the
	priority of a security interest in the chattel paper, even if the
	transaction does not bear any relation to the chattel paper's
	jurisdiction.
	(b)  The following rules determine the chattel paper's
	jurisdiction under this section:
	(1)  If the authoritative electronic copy of the record
	evidencing chattel paper, or a record attached to or logically
	associated with the electronic copy and readily available for
	review, expressly provides that a particular jurisdiction is the
	chattel paper's jurisdiction for purposes of this subchapter, this
	chapter, or this title, that jurisdiction is the chattel paper's
	jurisdiction.
	(2)  If Subdivision (1) does not apply and the rules of
	the system in which the authoritative electronic copy is recorded
	are readily available for review and expressly provide that a
	particular jurisdiction is the chattel paper's jurisdiction for
	purposes of this subchapter, this chapter, or this title, that
	jurisdiction is the chattel paper's jurisdiction.
	(3)  If Subdivisions (1) and (2) do not apply and the
	authoritative electronic copy, or a record attached to or logically
	associated with the electronic copy and readily available for
	review, expressly provides that the chattel paper is governed by
	the law of a particular jurisdiction, that jurisdiction is the
	chattel paper's jurisdiction.
	(4)  If Subdivisions (1), (2), and (3) do not apply and
	the rules of the system in which the authoritative electronic copy
	is recorded are readily available for review and expressly provide
	that the chattel paper or the system is governed by the law of a
	particular jurisdiction, that jurisdiction is the chattel paper's
	jurisdiction.
	(5)  If Subdivisions (1) through (4) do not apply, the
	chattel paper's jurisdiction is the jurisdiction in which the
	debtor is located.
	(c)  If an authoritative tangible copy of a record evidences
	chattel paper and the chattel paper is not evidenced by an
	authoritative electronic copy, while the authoritative tangible
	copy of the record evidencing chattel paper is located in a
	jurisdiction, the local law of that jurisdiction governs:
	(1)  perfection of a security interest in the chattel
	paper by possession under Section 9.3141; and
	(2)  the effect of perfection or nonperfection and the
	priority of a security interest in the chattel paper.
	(d)  The local law of the jurisdiction in which the debtor is
	located governs perfection of a security interest in chattel paper
	by filing.
	Sec. 9.3062.  LAW GOVERNING PERFECTION AND PRIORITY OF
	SECURITY INTERESTS IN CONTROLLABLE ACCOUNTS, CONTROLLABLE
	ELECTRONIC RECORDS, AND CONTROLLABLE PAYMENT INTANGIBLES. (a)
	Except as provided in Subsection (b), the local law of the
	controllable electronic record's jurisdiction specified in
	Sections 12A.107(c) and (d) governs perfection, the effect of
	perfection or nonperfection, and the priority of a security
	interest in a controllable electronic record and a security
	interest in a controllable account or controllable payment
	intangible evidenced by the controllable electronic record.
	(b)  The local law of the jurisdiction in which the debtor is
	located governs:
	(1)  perfection of a security interest in a
	controllable account, controllable electronic record, or
	controllable payment intangible by filing; and
	(2)  automatic perfection of a security interest in a
	controllable payment intangible created by a sale of the
	controllable payment intangible.
	SECTION 9.17.  Section 9.310(b), Business & Commerce Code,
	is amended to read as follows:
	(b)  The filing of a financing statement is not necessary to
	perfect a security interest:
	(1)  that is perfected under Section 9.308(d), (e),
	(f), or (g);
	(2)  that is perfected under Section 9.309 when it
	attaches;
	(3)  in property subject to a statute, regulation, or
	treaty described in Section 9.311(a);
	(4)  in goods in possession of a bailee that is
	perfected under Section 9.312(d)(1) or (2);
	(5)  in certificated securities, documents, goods, or
	instruments which is perfected without filing, control or
	possession under Section 9.312(e), (f), or (g);
	(6)  in collateral in the secured party's possession
	under Section 9.313;
	(7)  in a certificated security that is perfected by
	delivery of the security certificate to the secured party under
	Section 9.313;
	(8)  in controllable accounts, controllable electronic
	records, controllable payment intangibles, deposit accounts,
	[electronic chattel paper,] electronic documents, investment
	property, [virtual currencies,] or letter-of-credit rights that is
	perfected by control under Section 9.314;
	(8-a)  in chattel paper which is perfected by
	possession and control under Section 9.3141;
	(9)  in proceeds that is perfected under Section 9.315;
	or
	(10)  that is perfected under Section 9.316.
	SECTION 9.18.  The heading to Section 9.312, Business &
	Commerce Code, is amended to read as follows:
	Sec. 9.312.  PERFECTION OF SECURITY INTERESTS IN CHATTEL
	PAPER, CONTROLLABLE ACCOUNTS, CONTROLLABLE ELECTRONIC RECORDS,
	CONTROLLABLE PAYMENT INTANGIBLES, DEPOSIT ACCOUNTS, DOCUMENTS, AND
	GOODS COVERED BY DOCUMENTS, INSTRUMENTS, INVESTMENT PROPERTY,
	[VIRTUAL CURRENCIES,] LETTER-OF-CREDIT RIGHTS, AND MONEY;
	PERFECTION BY PERMISSIVE FILING; TEMPORARY PERFECTION WITHOUT
	FILING OR TRANSFER OF POSSESSION.
	SECTION 9.19.  Sections 9.312(a), (b), and (e), Business &
	Commerce Code, are amended to read as follows:
	(a)  A security interest in chattel paper, controllable
	accounts, controllable electronic records, controllable payment
	intangibles, [negotiable documents,] instruments, investment
	property, or negotiable documents [and virtual currencies] may be
	perfected by filing.
	(b)  Except as otherwise provided in Sections 9.315(c) and
	(d) for proceeds:
	(1)  a security interest in a deposit account may be
	perfected only by control under Section 9.314;
	(2)  and except as otherwise provided in Section
	9.308(d), a security interest in a letter-of-credit right may be
	perfected only by control under Section 9.314; [and]
	(3)  a security interest in tangible money may be
	perfected only by the secured party's taking possession under
	Section 9.313; and
	(4)  a security interest in electronic money may be
	perfected only by control under Section 9.314.
	(e)  A security interest in certificated securities,
	negotiable documents, or instruments is perfected without filing or
	the taking of possession or control for a period of 20 days from the
	time it attaches to the extent that it arises for new value given
	under a signed [an authenticated] security agreement.
	SECTION 9.20.  Sections 9.313(a), (c), and (d), Business &
	Commerce Code, are amended to read as follows:
	(a)  Except as otherwise provided in Subsection (b), a
	secured party may perfect a security interest in [tangible
	negotiable documents,] goods, instruments, negotiable tangible
	documents, or tangible 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 8.301.
	(c)  With respect to collateral other than certificated
	securities and goods covered by a 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:
	(1)  the person in possession signs [authenticates] a
	record acknowledging that it holds possession of the collateral for
	the secured party's benefit; or
	(2)  the person takes possession of the collateral
	after having signed [authenticated] a record acknowledging that it
	will hold possession of the collateral for the secured party's
	benefit.
	(d)  If perfection of a security interest depends upon
	possession of the collateral by a secured party, perfection occurs
	not [no] earlier than the time the secured party takes possession
	and continues only while the secured party retains possession.
	SECTION 9.21.  Sections 9.314(a), (b), and (c), Business &
	Commerce Code, are amended to read as follows:
	(a)  A security interest in controllable accounts,
	controllable electronic records, controllable payment intangibles,
	deposit accounts, electronic documents, electronic money,
	investment property, or letter-of-credit rights [investment
	property, deposit accounts, letter-of-credit rights, virtual
	currencies, electronic chattel paper, or electronic documents] may
	be perfected by control of the collateral under Section 7.106,
	9.104, 9.1051, [9.105,] 9.106, 9.107, or 9.1072 [9.1071].
	(b)  A security interest in controllable accounts,
	controllable electronic records, controllable payment intangibles,
	deposit accounts, electronic documents, electronic money, or
	letter-of-credit rights [deposit accounts, electronic chattel
	paper, virtual currencies, letter-of-credit rights, or electronic
	documents] is perfected by control under Section 7.106, 9.104,
	9.1051, [9.105,] 9.107, or 9.1072 not earlier than the time [9.1071
	when] the secured party obtains control and remains perfected by
	control only while the secured party retains control.
	(c)  A security interest in investment property is perfected
	by control under Section 9.106 not earlier than [from] the time the
	secured party obtains control and remains perfected by control
	until:
	(1)  the secured party does not have control; and
	(2)  one of the following occurs:
	(A)  if the collateral is a certificated security,
	the debtor has or acquires possession of the security certificate;
	(B)  if the collateral is an uncertificated
	security, the issuer has registered or registers the debtor as the
	registered owner; or
	(C)  if the collateral is a security entitlement,
	the debtor is or becomes the entitlement holder.
	SECTION 9.22.  Subchapter C, Chapter 9, Business & Commerce
	Code, is amended by adding Section 9.3141 to read as follows:
	Sec. 9.3141.  PERFECTION BY POSSESSION AND CONTROL OF
	CHATTEL PAPER. (a) A secured party may perfect a security interest
	in chattel paper by taking possession of each authoritative
	tangible copy of the record evidencing the chattel paper and
	obtaining control of each authoritative electronic copy of the
	electronic record evidencing the chattel paper.
	(b)  A security interest is perfected under Subsection (a)
	not earlier than the time the secured party takes possession and
	obtains control and remains perfected under Subsection (a) only
	while the secured party retains possession and control.
	(c)  Sections 9.313(c) and (f) through (i) apply to
	perfection by possession of an authoritative tangible copy of a
	record evidencing chattel paper.
	SECTION 9.23.  Sections 9.316(a) and (f), Business &
	Commerce Code, are amended to read as follows:
	(a)  A security interest perfected pursuant to the law of the
	jurisdiction designated in Section 9.301(1), [or] 9.305(c),
	9.3061(d), or 9.3062(b) remains perfected until the earliest of:
	(1)  the time perfection would have ceased under the
	law of that jurisdiction;
	(2)  the expiration of four months after a change of the
	debtor's location to another jurisdiction; or
	(3)  the expiration of one year after a transfer of
	collateral to a person that thereby becomes a debtor and is located
	in another jurisdiction.
	(f)  A security interest in chattel paper, controllable
	accounts, controllable electronic records, controllable payment
	intangibles, deposit accounts, letter-of-credit rights, or
	investment property that is perfected under the law of the chattel
	paper's jurisdiction, the controllable electronic record's
	jurisdiction, the bank's jurisdiction, the issuer's jurisdiction, a
	nominated person's jurisdiction, the securities intermediary's
	jurisdiction, or the commodity intermediary's jurisdiction, as
	applicable, remains perfected until the earlier of:
	(1)  the time the security interest would have become
	unperfected under the law of that jurisdiction; or
	(2)  the expiration of four months after a change of the
	applicable jurisdiction to another jurisdiction.
	SECTION 9.24.  Section 9.317, Business & Commerce Code, is
	amended by amending Subsections (b) and (d) and adding Subsections
	(f), (g), (h), and (i) to read as follows:
	(b)  Except as otherwise provided in Subsection (e), a buyer,
	other than a secured party, of [tangible chattel paper, tangible
	documents,] goods, instruments, tangible documents, or a
	certificated security takes free of a security interest or
	agricultural lien if the buyer gives value and receives delivery of
	the collateral without knowledge of the security interest or
	agricultural lien and before it is perfected.
	(d)  Subject to Subsections (f) through (i), a [A] licensee
	of a general intangible or a buyer, other than a secured party, of
	collateral other than electric money, [tangible chattel paper,]
	tangible documents, goods, instruments, or a certificated security
	takes free of a security interest if the licensee or buyer gives
	value without knowledge of the security interest and before it is
	perfected.
	(f)  A buyer, other than a secured party, of chattel paper
	takes free of a security interest if, without knowledge of the
	security interest and before it is perfected, the buyer gives value
	and:
	(1)  receives delivery of each authoritative tangible
	copy of the record evidencing the chattel paper; and
	(2)  if each authoritative electronic copy of the
	record evidencing the chattel paper can be subjected to control
	under Section 9.105, obtains control of each authoritative
	electronic copy.
	(g)  A buyer of an electronic document takes free of a
	security interest if, without knowledge of the security interest
	and before it is perfected, the buyer gives value and, if each
	authoritative electronic copy of the document can be subjected to
	control under Section 7.106, obtains control of each authoritative
	electronic copy.
	(h)  A buyer of a controllable electronic record takes free
	of a security interest if, without knowledge of the security
	interest and before it is perfected, the buyer gives value and
	obtains control of the controllable electronic record.
	(i)  A buyer, other than a secured party, of a controllable
	account or a controllable payment intangible takes free of a
	security interest if, without knowledge of the security interest
	and before it is perfected, the buyer gives value and obtains
	control of the controllable account or controllable payment
	intangible.
	SECTION 9.25.  Sections 9.323(d) and (f), Business &
	Commerce Code, are amended to read as follows:
	(d)  Except as otherwise provided in Subsection (e), a buyer
	of goods [other than a buyer in ordinary course of business] takes
	free of a security interest to the extent that it secures advances
	made after the earlier of:
	(1)  the time the secured party acquires knowledge of
	the buyer's purchase; or
	(2)  45 days after the purchase.
	(f)  Except as otherwise provided in Subsection (g), a lessee
	of goods[, other than a lessee in ordinary course of business,]
	takes the leasehold interest free of a security interest to the
	extent that it secures advances made after the earlier of:
	(1)  the time the secured party acquires knowledge of
	the lease; or
	(2)  45 days after the lease contract becomes
	enforceable.
	SECTION 9.26.  Sections 9.324(b) and (d), Business &
	Commerce Code, are amended to read as follows:
	(b)  Subject to Subsection (c) and except as otherwise
	provided in Subsection (g), a perfected purchase-money security
	interest in inventory has priority over a conflicting security
	interest in the same inventory, has priority over a conflicting
	security interest in chattel paper or an instrument constituting
	proceeds of the inventory and in proceeds of the chattel paper, if
	so provided in Section 9.330, and, except as otherwise provided in
	Section 9.327, also has priority in identifiable cash proceeds of
	the inventory to the extent the identifiable cash proceeds are
	received on or before the delivery of the inventory to a buyer, if:
	(1)  the purchase-money security interest is perfected
	when the debtor receives possession of the inventory;
	(2)  the purchase-money secured party sends a signed
	[an authenticated] notification to the holder of the conflicting
	security interest;
	(3)  the holder of the conflicting security interest
	receives any required notification within five years before the
	debtor receives possession of the inventory; and
	(4)  the notification states that the person sending
	the notification has or expects to acquire a purchase-money
	security interest in inventory of the debtor and describes the
	inventory.
	(d)  Subject to Subsection (e) and except as otherwise
	provided in Subsection (g), a perfected purchase-money security
	interest in livestock that are farm products has priority over a
	conflicting security interest in the same livestock, and, except as
	otherwise provided in Section 9.327, a perfected security interest
	in their identifiable proceeds and identifiable products in their
	unmanufactured states also has priority, if:
	(1)  the purchase-money security interest is perfected
	when the debtor receives possession of the livestock;
	(2)  the purchase-money secured party sends a signed
	[an authenticated] notification to the holder of the conflicting
	security interest;
	(3)  the holder of the conflicting security interest
	receives the notification within six months before the debtor
	receives possession of the livestock; and
	(4)  the notification states that the person sending
	the notification has or expects to acquire a purchase-money
	security interest in livestock of the debtor and describes the
	livestock.
	SECTION 9.27.  Subchapter C, Chapter 9, Business & Commerce
	Code, is amended by adding Section 9.3261 to read as follows:
	Sec. 9.3261.  PRIORITY OF SECURITY INTEREST IN CONTROLLABLE
	ACCOUNT, CONTROLLABLE ELECTRONIC RECORD, AND CONTROLLABLE PAYMENT
	INTANGIBLE. A security interest in a controllable account,
	controllable electronic record, or controllable payment intangible
	held by a secured party having control of the account, electronic
	record, or payment intangible has priority over a conflicting
	security interest held by a secured party that does not have
	control.
	SECTION 9.28.  Sections 9.330(a), (b), and (f), Business &
	Commerce Code, are amended to read as follows:
	(a)  A purchaser of chattel paper has priority over a
	security interest in the chattel paper that is claimed merely as
	proceeds of inventory subject to a security interest if:
	(1)  in good faith and in the ordinary course of the
	purchaser's business, the purchaser gives new value and takes
	possession of each authoritative tangible copy of the record
	evidencing the chattel paper, and [or] obtains control under
	Section 9.105 of each authoritative electronic copy of the record
	evidencing [of] the chattel paper [under Section 9.105]; and
	(2)  the authoritative copies of the record evidencing
	the chattel paper do [chattel paper does] not indicate that the
	chattel paper [it] has been assigned to an identified assignee
	other than the purchaser.
	(b)  A purchaser of chattel paper has priority over a
	security interest in the chattel paper that is claimed other than
	merely as proceeds of inventory subject to a security interest if
	the purchaser gives new value, [and] takes possession of each
	authoritative tangible copy of the record evidencing the chattel
	paper, and [or] obtains control under Section 9.105 of each
	authoritative electronic copy of the record evidencing [of] the
	chattel paper [under Section 9.105] in good faith, in the ordinary
	course of the purchaser's business, and without knowledge that the
	purchase violates the rights of the secured party.
	(f)  For purposes of Subsections (b) and (d), if the
	authoritative copies of the record evidencing chattel paper or an
	instrument indicate [indicates] that the chattel paper or
	instrument [it] has been assigned to an identified secured party
	other than the purchaser, a purchaser of the chattel paper or
	instrument has knowledge that the purchase violates the rights of
	the secured party.
	SECTION 9.29.  The heading to Section 9.331, Business &
	Commerce Code, is amended to read as follows:
	Sec. 9.331.  PRIORITY OF RIGHTS OF PURCHASERS OF
	CONTROLLABLE ACCOUNTS, CONTROLLABLE ELECTRONIC RECORDS,
	CONTROLLABLE PAYMENT INTANGIBLES, [INSTRUMENTS,] DOCUMENTS,
	INSTRUMENTS, AND SECURITIES[, AND VIRTUAL CURRENCIES] UNDER OTHER
	CHAPTERS; PRIORITY OF INTERESTS IN FINANCIAL ASSETS AND SECURITY
	ENTITLEMENTS AND PROTECTION AGAINST ASSERTION OF CLAIM UNDER
	CHAPTERS [CHAPTER] 8 AND 12A [VIRTUAL CURRENCIES UNDER CHAPTER 12].
	SECTION 9.30.  Sections 9.331(a) and (b), Business &
	Commerce Code, are amended to read as follows:
	(a)  This chapter does not limit the rights of a holder in due
	course of a negotiable instrument, a holder to which a negotiable
	document of title has been duly negotiated, a protected purchaser
	of a security, or a qualifying purchaser of a controllable account,
	controllable electronic record, or controllable payment intangible
	[virtual currency]. These holders or purchasers take priority over
	an earlier security interest, even if perfected, to the extent
	provided in Chapters 3, 7, 8, and 12A [12].
	(b)  This chapter does not limit the rights of or impose
	liability on a person to the extent that the person is protected
	against the assertion of a claim under Chapter 8 or 12A [12].
	SECTION 9.31.  Section 9.332, Business & Commerce Code, is
	amended to read as follows:
	Sec. 9.332.  TRANSFER OF MONEY; TRANSFER OF FUNDS FROM
	DEPOSIT ACCOUNT. (a) A transferee of tangible money takes the
	money free of a security interest if the transferee receives
	possession of the money without acting [unless the transferee acts]
	in collusion with the debtor in violating the rights of the secured
	party.
	(b)  A transferee of funds from a deposit account takes the
	funds free of a security interest in the deposit account if the
	transferee receives the funds without acting [unless the transferee
	acts] in collusion with the debtor in violating the rights of the
	secured party.
	(c)  A transferee of electronic money takes the money free of
	a security interest if the transferee obtains control of the money
	without acting in collusion with the debtor in violating the rights
	of the secured party.
	SECTION 9.32.  Section 9.334(f), Business & Commerce Code,
	is amended to read as follows:
	(f)  A security interest in fixtures, whether or not
	perfected, has priority over the conflicting interest of an
	encumbrancer or owner of the real property if:
	(1)  the encumbrancer or owner has, in a signed [an
	authenticated] record, consented to the security interest or
	disclaimed an interest in the goods as fixtures; or
	(2)  the debtor has a right to remove the goods as
	against the encumbrancer or owner.
	SECTION 9.33.  Section 9.341, Business & Commerce Code, is
	amended to read as follows:
	Sec. 9.341.  BANK'S RIGHTS AND DUTIES WITH RESPECT TO
	DEPOSIT ACCOUNT. Except as otherwise provided in Section 9.340(c),
	and unless the bank otherwise agrees in a signed [an authenticated]
	record, a bank's rights and duties with respect to a deposit account
	maintained with the bank are not terminated, suspended, or modified
	by:
	(1)  the creation, attachment, or perfection of a
	security interest in the deposit account;
	(2)  the bank's knowledge of the security interest; or
	(3)  the bank's receipt of instructions from the
	secured party.
	SECTION 9.34.  Section 9.404(a), Business & Commerce Code,
	is amended to read as follows:
	(a)  Unless an account debtor has made an enforceable
	agreement not to assert defenses or claims, and subject to
	Subsections (b)-(e), the rights of an assignee are subject to:
	(1)  all terms of the agreement between the account
	debtor and assignor and any defense or claim in recoupment arising
	from the transaction that gave rise to the contract; and
	(2)  any other defense or claim of the account debtor
	against the assignor that accrues before the account debtor
	receives a notification of the assignment signed [authenticated] by
	the assignor or the assignee.
	SECTION 9.35.  Section 9.406, Business & Commerce Code, is
	amended by amending Subsections (a), (b), (c), (d), and (g) and
	adding Subsection (l) to read as follows:
	(a)  Subject to Subsections (b)-(i) and Subsection (l), an
	account debtor on an account, chattel paper, or a payment
	intangible may discharge its obligation by paying the assignor
	until, but not after, the account debtor receives a notification,
	signed [authenticated] by the assignor or the assignee, that the
	amount due or to become due has been assigned and that payment is to
	be made to the assignee. After receipt of the notification, the
	account debtor may discharge its obligation by paying the assignee
	and may not discharge the obligation by paying the assignor.
	(b)  Subject to Subsections [Subsection] (h) and (l),
	notification is ineffective under Subsection (a):
	(1)  if it does not reasonably identify the rights
	assigned;
	(2)  to the extent that an agreement between an account
	debtor and a seller of a payment intangible limits the account
	debtor's duty to pay a person other than the seller and the
	limitation is effective under law other than this chapter; or
	(3)  at the option of an account debtor, if the
	notification notifies the account debtor to make less than the full
	amount of any installment or other periodic payment to the
	assignee, even if:
	(A)  only a portion of the account, chattel paper,
	or payment intangible has been assigned to that assignee;
	(B)  a portion has been assigned to another
	assignee; or
	(C)  the account debtor knows that the assignment
	to that assignee is limited.
	(c)  Subject to Subsections [Subsection] (h) and (l), if
	requested by the account debtor, an assignee shall seasonably
	furnish reasonable proof that the assignment has been made. Unless
	the assignee complies, the account debtor may discharge its
	obligation by paying the assignor, even if the account debtor has
	received a notification under Subsection (a).
	(d)  In this subsection, "promissory note" includes a
	negotiable instrument that evidences chattel paper. Except as
	otherwise provided in Subsection (e) and Sections 2A.303 and 9.407,
	and subject to Subsection (h), a term in an agreement between an
	account debtor and an assignor or in a promissory note is
	ineffective to the extent that it:
	(1)  prohibits, restricts, or requires the consent of
	the account debtor or person obligated on the promissory note to the
	assignment or transfer of, or the creation, attachment, perfection,
	or enforcement of a security interest in, the account, chattel
	paper, payment intangible, or promissory note; or
	(2)  provides that the assignment or transfer or the
	creation, attachment, perfection, or enforcement of the security
	interest may give rise to a default, breach, right of recoupment,
	claim, defense, termination, right of termination, or remedy under
	the account, chattel paper, payment intangible, or promissory note.
	(g)  Subject to Subsections [Subsection] (h) and (l), an
	account debtor may not waive or vary its option under Subsection
	(b)(3).
	(l)  Subsections (a), (b), (c), and (g) do not apply to a
	controllable account or controllable payment intangible.
	SECTION 9.36.  Section 9.408, Business & Commerce Code, is
	amended by adding Subsection (f) to read as follows:
	(f)  In this section, "promissory note" includes a
	negotiable instrument that evidences chattel paper.
	SECTION 9.37.  Sections 9.509(a) and (b), Business &
	Commerce Code, are amended to read as follows:
	(a)  A person may file an initial financing statement,
	amendment that adds collateral covered by a financing statement, or
	amendment that adds a debtor to a financing statement only if:
	(1)  the debtor authorizes the filing in a signed [an
	authenticated] record or pursuant to Subsection (b) or (c); or
	(2)  the person holds an agricultural lien that has
	become effective at the time of filing and the financing statement
	covers only collateral in which the person holds an agricultural
	lien.
	(b)  By signing [authenticating] or becoming bound as debtor
	by a security agreement, a debtor or new debtor authorizes the
	filing of an initial financing statement, and an amendment,
	covering:
	(1)  the collateral described in the security
	agreement; and
	(2)  property that becomes collateral under Section
	9.315(a)(2), whether or not the security agreement expressly covers
	proceeds.
	SECTION 9.38.  Sections 9.513(b) and (c), Business &
	Commerce Code, are amended to read as follows:
	(b)  To comply with Subsection (a), a secured party shall
	cause the secured party of record to file the termination
	statement:
	(1)  within one month after there is no obligation
	secured by the collateral covered by the financing statement and no
	commitment to make advances, incur an obligation, or otherwise give
	value; or
	(2)  if earlier, within 20 days after the secured party
	receives a signed [an authenticated] demand from a debtor.
	(c)  In cases not governed by Subsection (a), within 20 days
	after a secured party receives a signed [an authenticated] demand
	from a debtor, the secured party shall cause the secured party of
	record for a financing statement to send the debtor a termination
	statement for the financing statement or file the termination
	statement in the filing office if:
	(1)  except in the case of a financing statement
	covering accounts or chattel paper that has been sold or goods that
	are the subject of a consignment, there is no obligation secured by
	the collateral covered by the financing statement and no commitment
	to make an advance, incur an obligation, or otherwise give value;
	(2)  the financing statement covers accounts or chattel
	paper that has been sold but as to which the account debtor or other
	person obligated has discharged its obligation;
	(3)  the financing statement covers goods that were the
	subject of a consignment to the debtor but are not in the debtor's
	possession; or
	(4)  the debtor did not authorize the filing of the
	initial financing statement.
	SECTION 9.39.  Section 9.601(b), Business & Commerce Code,
	is amended to read as follows:
	(b)  A secured party in possession of collateral or control
	of collateral under Section 7.106, 9.104, 9.105, 9.1051, 9.106,
	[or] 9.107, or 9.1072 has the rights and duties provided in Section
	9.207.
	SECTION 9.40.  Section 9.605, Business & Commerce Code, is
	amended to read as follows:
	Sec. 9.605.  UNKNOWN DEBTOR OR SECONDARY OBLIGOR. (a)
	Except as provided in Subsection (b), a [A] secured party does not
	owe a duty based on its status as secured party:
	(1)  to a person that is a debtor or obligor, unless the
	secured party knows:
	(A)  that the person is a debtor or obligor;
	(B)  the identity of the person; and
	(C)  how to communicate with the person; or
	(2)  to a secured party or lienholder that has filed a
	financing statement against a person, unless the secured party
	knows:
	(A)  that the person is a debtor; and
	(B)  the identity of the person.
	(b)  A secured party owes a duty based on its status as a
	secured party to a person if, at the time the secured party obtains
	control of collateral that is a controllable account, controllable
	electronic record, or controllable payment intangible or at the
	time the security interest attaches to the collateral, whichever is
	later:
	(1)  the person is a debtor or obligor; and
	(2)  the secured party knows that the information in
	Subsection (a)(1)(A), (B), or (C) relating to the person is not
	provided by the collateral, a record attached to or logically
	associated with the collateral, or the system in which the
	collateral is recorded.
	SECTION 9.41.  Section 9.608(a), Business & Commerce Code,
	is amended to read as follows:
	(a)  If a security interest or agricultural lien secures
	payment or performance of an obligation, the following rules apply:
	(1)  A secured party shall apply or pay over for
	application the cash proceeds of collection or enforcement under
	Section 9.607 in the following order to:
	(A)  the reasonable expenses of collection and
	enforcement and, to the extent provided for by agreement and not
	prohibited by law, reasonable attorney's fees and legal expenses
	incurred by the secured party;
	(B)  the satisfaction of obligations secured by
	the security interest or agricultural lien under which the
	collection or enforcement is made; and
	(C)  the satisfaction of obligations secured by
	any subordinate security interest in or other lien on the
	collateral subject to the security interest or agricultural lien
	under which the collection or enforcement is made if the secured
	party receives a signed [an authenticated] demand for proceeds
	before distribution of the proceeds is completed.
	(2)  If requested by a secured party, a holder of a
	subordinate security interest or other lien shall furnish
	reasonable proof of the interest or lien within a reasonable time.
	Unless the holder complies, the secured party need not comply with
	the holder's demand under Subdivision (1)(C).
	(3)  A secured party need not apply or pay over for
	application noncash proceeds of collection and enforcement under
	Section 9.607 unless the failure to do so would be commercially
	unreasonable. A secured party that applies or pays over for
	application noncash proceeds shall do so in a commercially
	reasonable manner.
	(4)  A secured party shall account to and pay a debtor
	for any surplus, and the obligor is liable for any deficiency.
	SECTION 9.42.  Sections 9.611(a), (b), (c), and (e),
	Business & Commerce Code, are amended to read as follows:
	(a)  In this section, "notification date" means the earlier
	of the date on which:
	(1)  a secured party sends to the debtor and any
	secondary obligor a signed [an authenticated] notification of
	disposition; or
	(2)  the debtor and any secondary obligor waive the
	right to notification.
	(b)  Except as otherwise provided in Subsection (d), a
	secured party that disposes of collateral under Section 9.610 shall
	send to the persons specified in Subsection (c) a reasonable signed
	[authenticated] notification of disposition.
	(c)  To comply with Subsection (b), the secured party shall
	send a signed [an authenticated] notification of disposition to:
	(1)  the debtor;
	(2)  any secondary obligor; and
	(3)  if the collateral is other than consumer goods:
	(A)  any other person from which the secured party
	has received, before the notification date, a signed [an
	authenticated] notification of a claim of an interest in the
	collateral;
	(B)  any other secured party or lienholder that,
	10 days before the notification date, held a security interest in or
	other lien on the collateral perfected by the filing of a financing
	statement that:
	(i)  identified the collateral;
	(ii)  was indexed under the debtor's name as
	of that date; and
	(iii)  was filed in the office in which to
	file a financing statement against the debtor covering the
	collateral as of that date; and
	(C)  any other secured party that, 10 days before
	the notification date, held a security interest in the collateral
	perfected by compliance with a statute, regulation, or treaty
	described in Section 9.311(a).
	(e)  A secured party complies with the requirement for
	notification prescribed by Subsection (c)(3)(B) if:
	(1)  not later than 20 days or earlier than 30 days
	before the notification date, the secured party requests, in a
	commercially reasonable manner, information concerning financing
	statements indexed under the debtor's name in the office indicated
	in Subsection (c)(3)(B); and
	(2)  before the notification date, the secured party:
	(A)  did not receive a response to the request for
	information; or
	(B)  received a response to the request for
	information and sent a signed [an authenticated] notification of
	disposition to each secured party or other lienholder named in that
	response whose financing statement covered the collateral.
	SECTION 9.43.  Section 9.613, Business & Commerce Code, is
	amended to read as follows:
	Sec. 9.613.  CONTENTS AND FORM OF NOTIFICATION BEFORE
	DISPOSITION OF COLLATERAL: GENERAL. (a) Except in a
	consumer-goods transaction, the following rules apply:
	(1)  The contents of a notification of disposition are
	sufficient if the notification:
	(A)  describes the debtor and the secured party;
	(B)  describes the collateral that is the subject
	of the intended disposition;
	(C)  states the method of intended disposition;
	(D)  states that the debtor is entitled to an
	accounting of the unpaid indebtedness and states the charge, if
	any, for an accounting; and
	(E)  states the time and place of a public
	disposition or the time after which any other disposition is to be
	made.
	(2)  Whether the contents of a notification that lacks
	any of the information specified in Subdivision (1) are
	nevertheless sufficient is a question of fact.
	(3)  The contents of a notification providing
	substantially the information specified in Subdivision (1) are
	sufficient, even if the notification includes:
	(A)  information not specified by that
	subdivision; or
	(B)  minor errors that are not seriously
	misleading.
	(4)  A particular phrasing of the notification is not
	required.
	(5)  The following form of notification and the form
	appearing in Section 9.614(a)(3) [9.614(3)], when completed in
	accordance with the instructions in Subsection (b) and Section
	9.614(b), each provide sufficient information:
	NOTIFICATION OF DISPOSITION OF COLLATERAL
	To: (Name of debtor, obligor, or other person to which the
	notification is sent)
	From: (Name, address, and telephone number of secured party)
	{1} Name of any debtor that is not an addressee: (Name of each
	debtor)
	{2} We will sell (describe collateral) (to the highest qualified
	bidder) at public sale. A sale could include a lease or license. The
	sale will be held as follows:
	(Date)
	(Time)
	(Place)
	{3} We will sell (describe collateral) at private sale sometime
	after (date). A sale could include a lease or license.
	{4} You are entitled to an accounting of the unpaid indebtedness
	secured by the property that we intend to sell or, as applicable,
	lease or license.
	{5} If you request an accounting you must pay a charge of $
	(amount).
	{6} You may request an accounting by calling us at (telephone
	number).
	(b)  The following instructions apply to the form of
	notification in Subsection (a)(5):
	(1)  The instructions in this subsection refer to the
	numbers in braces before items in the form of notification in
	Subsection (a)(5). Do not include the numbers or braces in the
	notification. The numbers and braces are used only for the purpose
	of these instructions.
	(2)  Include and complete item {1} only if there is a
	debtor that is not an addressee of the notification and list the
	name or names.
	(3)  Include and complete either item {2}, if the
	notification relates to a public disposition of the collateral, or
	item {3}, if the notification relates to a private disposition of
	the collateral. If item {2} is included, include the words "to the
	highest qualified bidder" only if applicable.
	(4)  Include and complete items {4} and {6}.
	(5)  Include and complete item {5} only if the sender
	will charge the recipient for an accounting.
	[NOTIFICATION OF DISPOSITION OF COLLATERAL
	[To: __________________[Name of debtor, obligor, or other person to
	which the notification is sent]
	[From: ________[Name, address, and telephone number of secured
	party]
	[Name of Debtor(s): ________________ [Include only if debtor(s) are
	not an addressee]
	[[For a public disposition:]
	[We will sell [or lease or license, as applicable] the [describe
	collateral] [to the highest qualified bidder] in public as follows:
	[Day and Date: ______ Time: _____ Place: _______[For a private
	disposition:]
	[We will sell [or lease or license, as applicable] the _________
	[describe collateral] privately sometime after _____ [day and
	date].
	[You are entitled to an accounting of the unpaid indebtedness
	secured by the property that we intend to sell [or lease or license,
	as applicable] [for a charge of $____]. You may request an
	accounting by calling us at ______ [telephone number].]
	SECTION 9.44.  Section 9.614, Business & Commerce Code, is
	amended to read as follows:
	Sec. 9.614.  CONTENTS AND FORM OF NOTIFICATION BEFORE
	DISPOSITION OF COLLATERAL: CONSUMER-GOODS TRANSACTION. (a) In a
	consumer-goods transaction, the following rules apply:
	(1)  A notification of disposition must provide the
	following information:
	(A)  the information specified in Section
	9.613(a)(1) [9.613(1)];
	(B)  a description of any liability for a
	deficiency of the person to which the notification is sent;
	(C)  a telephone number from which the amount that
	must be paid to the secured party to redeem the collateral under
	Section 9.623 is available; and
	(D)  a telephone number or mailing address from
	which additional information concerning the disposition and the
	obligation secured is available.
	(2)  A particular phrasing of the notification is not
	required.
	(3)  The following form of notification, when completed
	in accordance with the instructions in Subsection (b), provides
	sufficient information:
	(Name and address of secured party)
	(Date)
	NOTICE OF OUR PLAN TO SELL PROPERTY
	(Name and address of any obligor who is also a debtor)
	Subject: (Identify transaction)
	We have your (describe collateral), because you broke promises in
	our agreement.
	{1} We will sell (describe collateral) at public sale. A sale could
	include a lease or license. The sale will be held as follows:
	(Date)
	(Time)
	(Place)
	You may attend the sale and bring bidders if you want.
	{2} We will sell (describe collateral) at private sale sometime
	after (date). A sale could include a lease or license.
	{3} The money that we get from the sale, after paying our costs,
	will reduce the amount you owe. If we get less money than you owe,
	you (will or will not, as applicable) still owe us the difference.
	If we get more money than you owe, you will get the extra money,
	unless we must pay it to someone else.
	{4} You can get the property back at any time before we sell it by
	paying us the full amount you owe, not just the past due payments,
	including our expenses. To learn the exact amount you must pay, call
	us at (telephone number).
	{5} If you want us to explain to you in (writing) (writing or in
	(description of electronic record)) (description of electronic
	record) how we have figured the amount that you owe us,
	{6}  call us at (telephone number) (or) (write us at (secured
	party's address)) (or contact us by (description of electronic
	communication method))
	{7}  and request (a written explanation) (a written explanation or
	an explanation in (description of electronic record)) (an
	explanation in (description of electronic record)).
	{8} We will charge you $ (amount) for the explanation if we sent you
	another written explanation of the amount you owe us within the last
	six months.
	{9} If you need more information about the sale (call us at
	(telephone number)) (or) (write us at (secured party's address))
	(or contact us by (description of electronic communication
	method)).
	{10} We are sending this notice to the following other people who
	have an interest in (describe collateral) or who owe money under
	your agreement:
	(Names of all other debtors and obligors, if any)
	[________________ [Name and address of secured party]
	[________________ [Date]
	[NOTICE OF OUR PLAN TO SELL PROPERTY
	[________________ [Name and address of any obligor who is also a
	debtor]
	[Subject: ___________ [Identification of Transaction]
	[We have your _________[describe collateral], because you broke
	promises in our agreement.
	[[For a public disposition:]
	[We will sell _________[describe collateral] at public sale. A
	sale could include a lease or license. The sale will be held as
	follows:
	[Date:_______________________________________
	[Time:_______________________________________
	[Place:______________________________________
	[You may attend the sale and bring bidders if you want.
	[[For a private disposition:]
	[We will sell ___________[describe collateral] at private sale
	sometime after ________[date]. A sale could include a lease or
	license.
	[The money that we get from the sale (after paying our costs) will
	reduce the amount you owe. If we get less money than you owe, you
	________[will or will not, as applicable] still owe us the
	difference. If we get more money than you owe, you will get the
	extra money, unless we must pay it to someone else.
	[You can get the property back at any time before we sell it by
	paying us the full amount you owe (not just the past due payments),
	including our expenses. To learn the exact amount you must pay,
	call us at __________[telephone number].
	[If you want us to explain to you in writing how we have figured the
	amount that you owe us, you may call us at ______[telephone number]
	[or write us at _______[secured party's address] ___________] and
	request a written explanation. [We will charge you $________ for
	the explanation if we sent you another written explanation of the
	amount you owe us within the last six months.]
	[If you need more information about the sale call us at _________
	[telephone number] [or write us at ______ [secured party's address]
	_______________].
	[We are sending this notice to the following other people who have
	an interest in _______________[describe collateral] or who owe
	money under your agreement:
	[______________________________________ [Names of all other
	debtors and obligors, if any]]
	(4)  A notification in the form of Subdivision (3) is
	sufficient, even if additional information appears at the end of
	the form.
	(5)  A notification in the form of Subdivision (3) is
	sufficient, even if it includes errors in information not required
	by Subdivision (1), unless the error is misleading with respect to
	rights arising under this chapter.
	(6)  If a notification under this section is not in the
	form of Subdivision (3), law other than this chapter determines the
	effect of including information not required by Subdivision (1).
	(b)  The following instructions apply to the form of
	notification in Subsection (a)(3):
	(1)  The instructions in this subsection refer to the
	numbers in braces before items in the form of notification in
	Subsection (a)(3). Do not include the numbers or braces in the
	notification. The numbers and braces are used only for the purpose
	of these instructions.
	(2)  Include and complete either item {1}, if the
	notification relates to a public disposition of the collateral, or
	item {2}, if the notification relates to a private disposition of
	the collateral.
	(3)  Include and complete items {3}, {4}, {5}, {6}, and
	{7}.
	(4)  In item {5}, include and complete any one of the
	three alternative methods for the explanation-writing, writing or
	electronic record, or electronic record.
	(5)  In item {6}, include the telephone number. In
	addition, the sender may include and complete either or both of the
	two additional alternative methods of communication-writing or
	electronic communication-for the recipient of the notification to
	communicate with the sender. Neither of the two additional methods
	of communication is required to be included.
	(6)  In item {7}, include and complete the method or
	methods for the explanation-writing, writing or electronic record,
	or electronic record-included in item {5}.
	(7)  Include and complete item {8} only if a written
	explanation is included in item {5} as a method for communicating
	the explanation and the sender will charge the recipient for
	another written explanation.
	(8)  In item {9}, include either the telephone number
	or the address or both the telephone number and the address. In
	addition, the sender may include and complete the additional method
	of communication-electronic communication-for the recipient of the
	notification to communicate with the sender. The additional method
	of electronic communication is not required to be included.
	(9)  If item {10} does not apply, insert "None" after
	"agreement:".
	SECTION 9.45.  Section 9.615(a), Business & Commerce Code,
	is amended to read as follows:
	(a)  A secured party shall apply or pay over for application
	the cash proceeds of disposition under Section 9.610 in the
	following order to:
	(1)  the reasonable expenses of retaking, holding,
	preparing for disposition, processing, and disposing and, to the
	extent provided for by agreement and not prohibited by law,
	reasonable attorney's fees and legal expenses incurred by the
	secured party;
	(2)  the satisfaction of obligations secured by the
	security interest or agricultural lien under which the disposition
	is made;
	(3)  the satisfaction of obligations secured by any
	subordinate security interest in or other subordinate lien on the
	collateral if:
	(A)  the secured party receives from the holder of
	the subordinate security interest or other lien a signed [an
	authenticated] demand for proceeds before distribution of the
	proceeds is completed; and
	(B)  in a case in which a consignor has an interest
	in the collateral, the subordinate security interest or other lien
	is senior to the interest of the consignor; and
	(4)  a secured party that is a consignor of the
	collateral if the secured party receives from the consignor a
	signed [an authenticated] demand for proceeds before distribution
	of the proceeds is completed.
	SECTION 9.46.  Sections 9.616(a), (b), and (c), Business &
	Commerce Code, are amended to read as follows:
	(a)  In this section:
	(1)  "Explanation" means a record [writing] that:
	(A)  states the amount of the surplus or
	deficiency;
	(B)  provides an explanation in accordance with
	Subsection (c) of how the secured party calculated the surplus or
	deficiency;
	(C)  states, if applicable, that future debits,
	credits, charges, including additional credit service charges or
	interest, rebates, and expenses may affect the amount of the
	surplus or deficiency; and
	(D)  provides a telephone number or mailing
	address from which additional information concerning the
	transaction is available.
	(2)  "Request" means a record:
	(A)  signed [authenticated] by a debtor or
	consumer obligor;
	(B)  requesting that the recipient provide an
	explanation; and
	(C)  sent after disposition of the collateral
	under Section 9.610.
	(b)  In a consumer-goods transaction in which the debtor is
	entitled to a surplus or a consumer obligor is liable for a
	deficiency under Section 9.615, the secured party shall:
	(1)  send an explanation to the debtor or consumer
	obligor, as applicable, after the disposition and:
	(A)  before or when the secured party accounts to
	the debtor and pays any surplus or first makes [written] demand in a
	record on the consumer obligor after the disposition for payment of
	the deficiency; and
	(B)  within 14 days after receipt of a request; or
	(2)  in the case of a consumer obligor who is liable for
	a deficiency, within 14 days after receipt of a request, send to the
	consumer obligor a record waiving the secured party's right to a
	deficiency.
	(c)  To comply with Subsection (a)(1)(B), an explanation [a
	writing] must provide the following information in the following
	order:
	(1)  the aggregate amount of obligations secured by the
	security interest under which the disposition was made and, if the
	amount reflects a rebate of unearned interest or credit service
	charge, an indication of that fact, calculated as of a specified
	date:
	(A)  if the secured party takes or receives
	possession of the collateral after default, not more than 35 days
	before the secured party takes or receives possession; or
	(B)  if the secured party takes or receives
	possession of the collateral before default or does not take
	possession of the collateral, not more than 35 days before the
	disposition;
	(2)  the amount of proceeds of the disposition;
	(3)  the aggregate amount of the obligations after
	deducting the amount of proceeds;
	(4)  the amount, in the aggregate or by type, and types
	of expenses, including expenses of retaking, holding, preparing for
	disposition, processing, and disposing of the collateral, and
	attorney's fees secured by the collateral which are known to the
	secured party and relate to the current disposition;
	(5)  the amount, in the aggregate or by type, and types
	of credits, including rebates of interest or credit service
	charges, to which the obligor is known to be entitled and which are
	not reflected in the amount in Subdivision (1); and
	(6)  the amount of the surplus or deficiency.
	SECTION 9.47.  Section 9.619(a), Business & Commerce Code,
	is amended to read as follows:
	(a)  In this section, "transfer statement" means a record
	signed [authenticated] by a secured party stating:
	(1)  that the debtor has defaulted in connection with
	an obligation secured by specified collateral;
	(2)  that the secured party has exercised its
	post-default remedies with respect to the collateral;
	(3)  that, by reason of the exercise, a transferee has
	acquired the rights of the debtor in the collateral; and
	(4)  the name and mailing address of the secured party,
	debtor, and transferee.
	SECTION 9.48.  Sections 9.620(a), (b), (c), and (f),
	Business & Commerce Code, are amended to read as follows:
	(a)  Except as otherwise provided in Subsection (g), a
	secured party may accept collateral in full or partial satisfaction
	of the obligation it secures only if:
	(1)  the debtor consents to the acceptance under
	Subsection (c);
	(2)  the secured party does not receive, within the
	time set forth in Subsection (d), a notification of objection to the
	proposal signed [authenticated] by:
	(A)  a person to which the secured party was
	required to send a proposal under Section 9.621; or
	(B)  any other person, other than the debtor,
	holding an interest in the collateral subordinate to the security
	interest that is the subject of the proposal;
	(3)  if the collateral is consumer goods, the
	collateral is not in the possession of the debtor when the debtor
	consents to the acceptance; and
	(4)  Subsection (e) does not require the secured party
	to dispose of the collateral or the debtor waives the requirement
	pursuant to Section 9.624.
	(b)  A purported or apparent acceptance of collateral under
	this section is ineffective unless:
	(1)  the secured party consents to the acceptance in a
	signed [an authenticated] record or sends a proposal to the debtor;
	and
	(2)  the conditions of Subsection (a) are met.
	(c)  For purposes of this section:
	(1)  a debtor consents to an acceptance of collateral
	in partial satisfaction of the obligation it secures only if the
	debtor agrees to the terms of the acceptance in a record signed
	[authenticated] after default; and
	(2)  a debtor consents to an acceptance of collateral
	in full satisfaction of the obligation it secures only if the debtor
	agrees to the terms of the acceptance in a record signed
	[authenticated] after default or the secured party:
	(A)  sends to the debtor after default a proposal
	that is unconditional or subject only to a condition that
	collateral not in the possession of the secured party be preserved
	or maintained;
	(B)  in the proposal, proposes to accept
	collateral in full satisfaction of the obligation it secures; and
	(C)  does not receive a notification of objection
	signed [authenticated] by the debtor within 20 days after the
	proposal is sent.
	(f)  To comply with Subsection (e), the secured party shall
	dispose of the collateral:
	(1)  within 90 days after taking possession; or
	(2)  within any longer period to which the debtor and
	all secondary obligors have agreed in an agreement to that effect
	entered into and signed [authenticated] after default.
	SECTION 9.49.  Section 9.621(a), Business & Commerce Code,
	is amended to read as follows:
	(a)  A secured party that desires to accept collateral in
	full or partial satisfaction of the obligation it secures shall
	send its proposal to:
	(1)  any person from which the secured party has
	received, before the debtor consented to the acceptance, a signed
	[an authenticated] notification of a claim of an interest in the
	collateral;
	(2)  any other secured party or lienholder that, 10
	days before the debtor consented to the acceptance, held a security
	interest in or other lien on the collateral perfected by the filing
	of a financing statement that:
	(A)  identified the collateral;
	(B)  was indexed under the debtor's name as of
	that date; and
	(C)  was filed in the office or offices in which to
	file a financing statement against the debtor covering the
	collateral as of that date; and
	(3)  any other secured party that, 10 days before the
	debtor consented to the acceptance, held a security interest in the
	collateral perfected by compliance with a statute, regulation, or
	treaty described in Section 9.311(a).
	SECTION 9.50.  Section 9.624, Business & Commerce Code, is
	amended to read as follows:
	Sec. 9.624.  WAIVER. (a) A debtor or secondary obligor may
	waive the right to notification of disposition of collateral under
	Section 9.611 only by an agreement to that effect entered into and
	signed [authenticated] after default.
	(b)  A debtor may waive the right to require disposition of
	collateral under Section 9.620(e) only by an agreement to that
	effect entered into and signed [authenticated] after default.
	(c)  Except in a consumer-goods transaction, a debtor or
	secondary obligor may waive the right to redeem collateral under
	Section 9.623 only by an agreement to that effect entered into and
	signed [authenticated] after default.
	SECTION 9.51.  Section 9.628, Business & Commerce Code, is
	amended by amending Subsections (a) and (b) and adding Subsection
	(f) to read as follows:
	(a)  Subject to Subsection (f), unless [Unless] a secured
	party knows that a person is a debtor or obligor, knows the identity
	of the person, and knows how to communicate with the person:
	(1)  the secured party is not liable to the person, or
	to a secured party or lienholder that has filed a financing
	statement against the person, for failure to comply with this
	chapter; and
	(2)  the secured party's failure to comply with this
	chapter does not affect the liability of the person for a
	deficiency.
	(b)  Subject to Subsection (f), a [A] secured party is not
	liable because of its status as secured party:
	(1)  to a person that is a debtor or obligor, unless the
	secured party knows:
	(A)  that the person is a debtor or obligor;
	(B)  the identity of the person; and
	(C)  how to communicate with the person; or
	(2)  to a secured party or lienholder that has filed a
	financing statement against a person, unless the secured party
	knows:
	(A)  that the person is a debtor; and
	(B)  the identity of the person.
	(f)  Subsections (a) and (b) do not apply to limit the
	liability of a secured party to a person if, at the time the secured
	party obtains control of collateral that is a controllable account,
	controllable electronic record, or controllable payment intangible
	or at the time the security interest attaches to the collateral,
	whichever is later:
	(1)  the person is a debtor or obligor; and
	(2)  the secured party knows that the information in
	Subsection (b)(1)(A), (B), or (C) relating to the person is not
	provided by the collateral, a record attached to or logically
	associated with the collateral, or the system in which the
	collateral is recorded.
	ARTICLE 10. CONTROLLABLE ELECTRONIC RECORDS
	SECTION 10.01.  Title 1, Business & Commerce Code, is
	amended by adding Chapters 12A and 12B to read as follows:
	CHAPTER 12A. CONTROLLABLE ELECTRONIC RECORDS
	Sec. 12A.101.  TITLE. This chapter may be cited as Uniform
	Commercial Code - Controllable Electronic Records.
	Sec. 12A.102.  DEFINITIONS. (a) In this chapter:
	(1)  "Controllable electronic record" means a record
	stored in an electronic medium that can be subjected to control
	under Section 12A.105. The term does not include a controllable
	account, a controllable payment intangible, a deposit account, an
	electronic copy of a record evidencing chattel paper, an electronic
	document of title, electronic money, investment property, or a
	transferable record.
	(2)  "Qualifying purchaser" means a purchaser of a
	controllable electronic record or an interest in a controllable
	electronic record that obtains control of the controllable
	electronic record for value, in good faith, and without notice of a
	claim of a property right in the controllable electronic record.
	(3)  "Transferable record" has the meaning provided for
	that term in:
	(A)  Section 201(a)(1) of the Electronic
	Signatures in Global and National Commerce Act, 15 U.S.C. Section
	7021(a)(1), as amended; or
	(B)  Section 322.016(a) of this code.
	(4)  "Value" has the meaning provided in Section
	3.303(a), as if references in that subsection to an "instrument"
	were references to a controllable account, controllable electronic
	record, or controllable payment intangible.
	(b)  The definitions in Chapter 9 of "account debtor,"
	"controllable account," "controllable payment intangible,"
	"chattel paper," "deposit account," "electronic money," and
	"investment property" apply to this chapter.
	(c)  Chapter 1 contains general definitions and principles
	of construction and interpretation applicable throughout this
	chapter.
	Sec. 12A.103.  RELATION TO CHAPTER 9 AND CONSUMER LAWS. (a)
	If there is conflict between this chapter and Chapter 9, Chapter 9
	governs.
	(b)  A transaction subject to this chapter is subject to any
	applicable rule of law that establishes a different rule for
	consumers and to:
	(1)  Title 4, Finance Code; and
	(2)  Subchapter E, Chapter 17, of this code.
	Sec. 12A.104.  RIGHTS IN CONTROLLABLE ACCOUNT, CONTROLLABLE
	ELECTRONIC RECORD, AND CONTROLLABLE PAYMENT INTANGIBLE. (a) This
	section applies to the acquisition and purchase of rights in a
	controllable account or controllable payment intangible, including
	the rights and benefits under Subsections (c), (d), (e), (g), and
	(h) of a purchaser and qualifying purchaser, in the same manner this
	section applies to a controllable electronic record.
	(b)  To determine whether a purchaser of a controllable
	account or a controllable payment intangible is a qualifying
	purchaser, the purchaser obtains control of the account or payment
	intangible if it obtains control of the controllable electronic
	record that evidences the account or payment intangible.
	(c)  Except as provided in this section, law other than this
	chapter determines whether a person acquires a right in a
	controllable electronic record and the right the person acquires.
	(d)  A purchaser of a controllable electronic record
	acquires all rights in the controllable electronic record that the
	transferor had or had power to transfer, except that a purchaser of
	a limited interest in a controllable electronic record acquires
	rights only to the extent of the interest purchased.
	(e)  A qualifying purchaser acquires its rights in the
	controllable electronic record free of a claim of a property right
	in the controllable electronic record.
	(f)  Except as provided in Subsections (a) and (e) for a
	controllable account and a controllable payment intangible or law
	other than this chapter, a qualifying purchaser takes a right to
	payment, right to performance, or other interest in property
	evidenced by the controllable electronic record subject to a claim
	of a property right in the right to payment, right to performance,
	or other interest in property.
	(g)  An action may not be asserted against a qualifying
	purchaser based on both a purchase by the qualifying purchaser of a
	controllable electronic record and a claim of a property right in
	another controllable electronic record, whether the action is
	framed in conversion, replevin, constructive trust, equitable
	lien, or other theory.
	(h)  Filing of a financing statement under Chapter 9 is not
	notice of a claim of a property right in a controllable electronic
	record.
	Sec. 12A.105.  CONTROL OF CONTROLLABLE ELECTRONIC RECORD.
	(a) A person has control of a controllable electronic record if the
	electronic record, a record attached to or logically associated
	with the electronic record, or a system in which the electronic
	record is recorded:
	(1)  gives the person:
	(A)  power to avail itself of substantially all
	the benefit from the electronic record; and
	(B)  exclusive power, subject to Subsection (b),
	to:
	(i)  prevent others from availing themselves
	of substantially all the benefit from the electronic record; and
	(ii)  transfer control of the electronic
	record to another person or cause another person to obtain control
	of another controllable electronic record as a result of the
	transfer of the electronic record; and
	(2)  enables the person readily to identify itself in
	any way, including by name, identifying number, cryptographic key,
	office, or account number, as having the powers specified in
	Subdivision (1).
	(b)  Subject to Subsection (c), a power is exclusive under
	Subsections (a)(1)(B)(i) and (ii) even if:
	(1)  the controllable electronic record, a record
	attached to or logically associated with the electronic record, or
	a system in which the electronic record is recorded limits the use
	of the electronic record or has a protocol programmed to cause a
	change, including a transfer or loss of control or a modification of
	benefits afforded by the electronic record; or
	(2)  the power is shared with another person.
	(c)  A power of a person is not shared with another person
	under Subsection (b)(2) and the person's power is not exclusive if:
	(1)  the person can exercise the power only if the power
	also is exercised by the other person; and
	(2)  the other person:
	(A)  can exercise the power without exercise of
	the power by the person; or
	(B)  is the transferor to the person of an
	interest in the controllable electronic record or a controllable
	account or controllable payment intangible evidenced by the
	controllable electronic record.
	(d)  If a person has the powers specified in Subsections
	(a)(1)(B)(i) and (ii), the powers are presumed to be exclusive.
	(e)  A person has control of a controllable electronic record
	if another person, other than the transferor to the person of an
	interest in the controllable electronic record or a controllable
	account or controllable payment intangible evidenced by the
	controllable electronic record:
	(1)  has control of the electronic record and
	acknowledges that it has control on behalf of the person; or
	(2)  obtains control of the electronic record after
	having acknowledged that it will obtain control of the electronic
	record on behalf of the person.
	(f)  A person that has control under this section is not
	required to acknowledge that it has control on behalf of another
	person.
	(g)  If a person acknowledges that it has or will obtain
	control on behalf of another person, unless the person otherwise
	agrees or law other than this chapter or Chapter 9 otherwise
	provides, the person does not owe any duty to the other person and
	is not required to confirm the acknowledgment to any other person.
	Sec. 12A.106.  DISCHARGE OF ACCOUNT DEBTOR ON CONTROLLABLE
	ACCOUNT OR CONTROLLABLE PAYMENT INTANGIBLE. (a) An account debtor
	on a controllable account or controllable payment intangible may
	discharge its obligation by paying:
	(1)  the person having control of the controllable
	electronic record that evidences the controllable account or
	controllable payment intangible; or
	(2)  except as provided in Subsection (b), a person
	that formerly had control of the controllable electronic record.
	(b)  Subject to Subsection (d), the account debtor may not
	discharge its obligation by paying a person that formerly had
	control of the controllable electronic record if the account debtor
	receives a notification that:
	(1)  is signed by a person that formerly had control or
	the person to which control was transferred;
	(2)  reasonably identifies the controllable account or
	controllable payment intangible;
	(3)  notifies the account debtor that control of the
	controllable electronic record that evidences the controllable
	account or controllable payment intangible was transferred;
	(4)  identifies the transferee, in any reasonable way,
	including by name, identifying number, cryptographic key, office,
	or account number; and
	(5)  provides a commercially reasonable method by which
	the account debtor is to pay the transferee.
	(c)  After receipt of a notification that complies with
	Subsection (b), the account debtor may discharge its obligation by
	paying in accordance with the notification and may not discharge
	the obligation by paying a person that formerly had control.
	(d)  Subject to Subsection (h), notification is ineffective
	under Subsection (b):
	(1)  unless, before the notification is sent, the
	account debtor and the person that, at that time, had control of the
	controllable electronic record that evidences the controllable
	account or controllable payment intangible agree in a signed record
	to a commercially reasonable method by which a person may furnish
	reasonable proof that control has been transferred;
	(2)  to the extent an agreement between the account
	debtor and seller of a payment intangible limits the account
	debtor's duty to pay a person other than the seller and the
	limitation is effective under law other than this chapter; or
	(3)  at the option of the account debtor, if the
	notification notifies the account debtor to:
	(A)  divide a payment;
	(B)  make less than the full amount of an
	installment or other periodic payment; or
	(C)  pay any part of a payment by more than one
	method or to more than one person.
	(e)  Subject to Subsection (h), if requested by the account
	debtor, the person giving the notification under Subsection (b)
	seasonably shall furnish reasonable proof, using the method in the
	agreement referred to in Subsection (d)(1), that control of the
	controllable electronic record has been transferred. Unless the
	person complies with the request, the account debtor may discharge
	its obligation by paying a person that formerly had control, even if
	the account debtor has received a notification under Subsection
	(b).
	(f)  A person furnishes reasonable proof under Subsection
	(e) that control has been transferred if the person demonstrates,
	using the method in the agreement referred to in Subsection (d)(1),
	that the transferee has the power to:
	(1)  avail itself of substantially all the benefit from
	the controllable electronic record;
	(2)  prevent others from availing themselves of
	substantially all the benefit from the controllable electronic
	record; and
	(3)  transfer the powers specified in Subdivisions (1)
	and (2) to another person.
	(g)  Subject to Subsection (h), an account debtor may not
	waive or vary its rights under Subsections (d)(1) and (e) or its
	option under Subsection (d)(3).
	(h)  This section is subject to law other than this chapter
	which establishes a different rule for an account debtor who is an
	individual and who incurred the obligation primarily for personal,
	family, or household purposes.
	Sec. 12A.107.  GOVERNING LAW. (a) Except as provided in
	Subsection (b), the local law of a controllable electronic record's
	jurisdiction governs a matter covered by this chapter.
	(b)  For a controllable electronic record that evidences a
	controllable account or controllable payment intangible, the local
	law of the controllable electronic record's jurisdiction governs a
	matter covered by Section 12A.106 unless an effective agreement
	determines that the local law of another jurisdiction governs.
	(c)  The following rules determine a controllable electronic
	record's jurisdiction under this section:
	(1)  If the controllable electronic record, or a record
	attached to or logically associated with the controllable
	electronic record and readily available for review, expressly
	provides that a particular jurisdiction is the controllable
	electronic record's jurisdiction for purposes of this chapter or
	this title, that jurisdiction is the controllable electronic
	record's jurisdiction.
	(2)  If Subdivision (1) does not apply and the rules of
	the system in which the controllable electronic record is recorded
	are readily available for review and expressly provide that a
	particular jurisdiction is the controllable electronic record's
	jurisdiction for purposes of this chapter or this title, that
	jurisdiction is the controllable electronic record's jurisdiction.
	(3)  If Subdivisions (1) and (2) do not apply and the
	controllable electronic record, or a record attached to or
	logically associated with the controllable electronic record and
	readily available for review, expressly provides that the
	controllable electronic record is governed by the law of a
	particular jurisdiction, that jurisdiction is the controllable
	electronic record's jurisdiction.
	(4)  If Subdivisions (1), (2), and (3) do not apply and
	the rules of the system in which the controllable electronic record
	is recorded are readily available for review and expressly provide
	that the controllable electronic record or the system is governed
	by the law of a particular jurisdiction, that jurisdiction is the
	controllable electronic record's jurisdiction.
	(5)  If Subdivisions (1) through (4) do not apply, the
	controllable electronic record's jurisdiction is the District of
	Columbia.
	(d)  If Subsection (c)(5) applies and Chapter 12 is not in
	effect in the District of Columbia without material modification,
	the governing law for a matter covered by this chapter is the law of
	the District of Columbia as though Chapter 12 were in effect in the
	District of Columbia without material modification. In this
	subsection, "Chapter 12" means Chapter 12 of Uniform Commercial
	Code Amendments (2022).
	(e)  To the extent Subsections (a) and (b) provide that the
	local law of the controllable electronic record's jurisdiction
	governs a matter covered by this chapter, that law governs even if
	the matter or a transaction to which the matter relates does not
	bear any relation to the controllable electronic record's
	jurisdiction.
	CHAPTER 12B. TRANSITIONAL PROVISIONS FOR UNIFORM COMMERCIAL CODE
	AMENDMENTS (2022)
	SUBCHAPTER A. GENERAL PROVISIONS AND DEFINITIONS
	Sec. 12B.101.  TITLE. This chapter may be cited as
	Transitional Provisions for Uniform Commercial Code Amendments
	(2022).
	Sec. 12B.102.  DEFINITIONS. (a)  In this chapter:
	(1)  "Adjustment date" means July 1, 2025.
	(2)  "Amending act" means the Act of the 88th
	Legislature, Regular Session, 2023, that enacted this chapter.
	(3)  "Chapter 12A property" means a controllable
	account, controllable electronic record, or controllable payment
	intangible.
	(4)  "Repealed Chapter 12" means former Chapter 12 as
	that chapter existed immediately before repeal by the amending act.
	(b)  The following definitions in other chapters of this
	title apply to this chapter.
	"Controllable account"Section 9.102.
	"Controllable electronic record"Section 12A.102.
	"Controllable payment intangible"Section 9.102.
	"Electronic money"Section 9.102.
	"Financing statement"Section 9.102.
	(c)  Chapter 1 contains general definitions and principles
	of construction and interpretation applicable throughout this
	chapter.
	SUBCHAPTER B. GENERAL TRANSITIONAL PROVISION
	Sec. 12B.201.  SAVING CLAUSE. Except as provided in
	Subchapter C, a transaction validly entered into before September
	1, 2023, and the rights, duties, and interests flowing from the
	transaction remain valid thereafter and may be terminated,
	completed, consummated, or enforced as required or permitted by law
	other than this title or, if applicable, this title, as though the
	amending act had not taken effect.
	SUBCHAPTER C. TRANSITIONAL PROVISIONS FOR CHAPTERS 9, 12, and 12A
	Sec. 12B.301.  SAVING CLAUSE. (a)  Except as provided in
	this subchapter, Chapter 9, as amended by the amending act, and
	Chapter 12A, as added by the amending act, apply to a transaction,
	lien, or other interest in property, even if the transaction, lien,
	or interest was entered into, created, or acquired before September
	1, 2023.
	(b)  Except as provided in Subsection (c) and Sections
	12B.302 through 12B.306:
	(1)  a transaction, lien, or interest in property that
	was validly entered into, created, or transferred before September
	1, 2023, and was not governed by this title, but would be subject to
	Chapter 9, as amended by the amending act, or Chapter 12A, as added
	by the amending act, if it had been entered into, created, or
	transferred on or after September 1, 2023, including the rights,
	duties, and interests flowing from the transaction, lien, or
	interest, remains valid on and after September 1, 2023; and
	(2)  the transaction, lien, or interest in property may
	be terminated, completed, consummated, and enforced as required or
	permitted by the amending act or by the law that would apply if the
	amending act had not taken effect.
	(c)  Notwithstanding any other provision of this chapter:
	(1)  virtual currency under repealed Chapter 12 and
	Chapter 9, as that chapter existed before its amendment by the
	amending act, constitutes a controllable electronic record under
	Chapter 9, as amended by the amending act, and Chapter 12A, as added
	by the amending act; and
	(2)  control of a virtual currency accomplished under
	repealed Chapter 12 constitutes control of a controllable
	electronic record under Chapter 9, as amended by the amending act,
	and Chapter 12A, as added by the amending act.
	(d)  The amending act does not affect an action, case, or
	proceeding commenced before September 1, 2023.
	Sec. 12B.302.  SECURITY INTEREST PERFECTED BEFORE EFFECTIVE
	DATE. (a)  A security interest that is enforceable and perfected
	immediately before September 1, 2023, is a perfected security
	interest under this title, as amended by the amending act, if, on
	September 1, 2023, the requirements for enforceability and
	perfection under this title, as amended by the amending act, are
	satisfied without further action.
	(b)  If a security interest is enforceable and perfected
	immediately before September 1, 2023, but the requirements for
	enforceability or perfection under this title, as amended by the
	amending act, are not satisfied on September 1, 2023, the security
	interest:
	(1)  is a perfected security interest until the earlier
	of the time perfection would have ceased under the law in effect
	immediately before September 1, 2023, or the adjustment date;
	(2)  remains enforceable thereafter only if the
	security interest satisfies the requirements for enforceability
	under Section 9.203, as amended by the amending act, before the
	adjustment date; and
	(3)  remains perfected thereafter only if the
	requirements for perfection under the title, as amended by the
	amending act, are satisfied before the time specified in
	Subdivision (1).
	Sec. 12B.303.  SECURITY INTEREST UNPERFECTED BEFORE
	EFFECTIVE DATE. A security interest that is enforceable
	immediately before September 1, 2023, but is unperfected at that
	time:
	(1)  remains an enforceable security interest until the
	adjustment date;
	(2)  remains enforceable thereafter if the security
	interest becomes enforceable under Section 9.203, as amended by the
	amending act, on September 1, 2023, or before the adjustment date;
	and
	(3)  becomes perfected:
	(A)  without further action, on September 1, 2023,
	if the requirements for perfection under this title, as amended by
	the amending act, are satisfied before or at that time; or
	(B)  when the requirements for perfection are
	satisfied if the requirements are satisfied after that time.
	Sec. 12B.304.  EFFECTIVENESS OF ACTION TAKEN BEFORE
	EFFECTIVE DATE. (a)  If action, other than the filing of a
	financing statement, is taken before September 1, 2023, and the
	action would have resulted in perfection of the security interest
	had the security interest become enforceable before September 1,
	2023, the action is effective to perfect a security interest that
	attaches under this title, as amended by the amending act, before
	the adjustment date. An attached security interest becomes
	unperfected on the adjustment date unless the security interest
	becomes a perfected security interest under this title, as amended
	by the amending act, before the adjustment date.
	(b)  The filing of a financing statement before September 1,
	2023, is effective to perfect a security interest on September 1,
	2023, to the extent the filing would satisfy the requirements for
	perfection under this title, as amended by the amending act.
	(c)  The taking of an action before September 1, 2023, is
	sufficient for the enforceability of a security interest on
	September 1, 2023, if the action would satisfy the requirements for
	enforceability under this title, as amended by the amending act.
	Sec. 12B.305.  PRIORITY. (a)  Subject to Subsections (b) and
	(c), this title, as amended by the amending act, determines the
	priority of conflicting claims to collateral.
	(b)  Subject to Subsection (c), if the priorities of claims
	to collateral were established before September 1, 2023, Chapter 9,
	as in effect immediately before September 1, 2023, determines
	priority.
	(c)  On the adjustment date, to the extent the priorities
	determined by Chapter 9, as amended by the amending act, modify the
	priorities established before September 1, 2023, the priorities of
	claims to Chapter 12A property and electronic money established
	before September 1, 2023, cease to apply.
	Sec. 12B.306.  PRIORITY OF CLAIMS WHEN PRIORITY RULES OF
	CHAPTER 9 DO NOT APPLY. (a)  Subject to Subsections (b) and (c),
	Chapter 12A determines the priority of conflicting claims to
	Chapter 12A property when the priority rules of Chapter 9, as
	amended by the amending act, do not apply.
	(b)  Subject to Subsection (c), when the priority rules of
	Chapter 9, as amended by the amending act, do not apply and the
	priorities of claims to Chapter 12A property were established
	before September 1, 2023, law other than Chapter 12A determines
	priority.
	(c)  When the priority rules of Chapter 9, as amended by the
	amending act, do not apply, to the extent the priorities determined
	by this title, as amended by the amending act, modify the priorities
	established before September 1, 2023, the priorities of claims to
	Chapter 12A property established before September 1, 2023, cease to
	apply on the adjustment date.
	ARTICLE 11. REPEALERS
	SECTION 11.01.  The following provisions of Title 1,
	Business & Commerce Code, are repealed:
	(1)  Section 7.102(a)(12);
	(2)  Sections 9.102(a)(7), (31), (75), and (79);
	(3)  Section 9.1071; and
	(4)  Chapter 12.
	ARTICLE 12.  EFFECTIVE DATE
	SECTION 12.01.  This Act takes effect September 1, 2023.