SB9-SSA1,19,1514 (b) If the document is presented in a medium other than a written or other
15tangible medium, the security interest is perfected; and
SB9-SSA1,19,2016 (c) If the document is presented in a written or other tangible medium and is
17not a certificated security, chattel paper, a document of title, an instrument, or a
18letter of credit, the security interest is perfected and has priority over a conflicting
19security interest in the document so long as the debtor does not have possession of
20the document.
SB9-SSA1, s. 60 21Section 60. 406.102 (1) of the statutes is amended to read:
SB9-SSA1,19,2422 406.102 (1) A "bulk transfer" is any transfer in bulk and not in the ordinary
23course of the transferor's business of a major part in value of the inventory (s.
24409.109)
, as defined in s. 409.102 (1) (Ls), of an enterprise subject to this chapter.
SB9-SSA1, s. 61 25Section 61. 406.102 (2) of the statutes is amended to read:
SB9-SSA1,20,3
1406.102 (2) A transfer of a substantial part of the equipment (s. 409.109), as
2defined in s. 409.102 (1) (i),
of such an enterprise is a bulk transfer if it is made in
3connection with a bulk transfer of inventory, but not otherwise.
SB9-SSA1, s. 62 4Section 62. 407.503 (1) (a) of the statutes is amended to read:
SB9-SSA1,20,85 407.503 (1) (a) Delivered or entrusted them or any document of title covering
6them to the bailor or the bailor's nominee with actual or apparent authority to ship,
7store, or sell or with power to obtain delivery under s. 407.403 or with power of
8disposition under ss. s. 402.403 or 409.307 409.320 or other statute or rule of law; nor
SB9-SSA1, s. 63 9Section 63. 408.103 (6) of the statutes is amended to read:
SB9-SSA1,20,1110 408.103 (6) A commodity contract, as defined in s. 409.115 (1) (b) 409.102 (1)
11(dm)
, is not a security or a financial asset.
SB9-SSA1, s. 64 12Section 64. 408.106 (4) (a) and (b) of the statutes are amended to read:
SB9-SSA1,20,1313 408.106 (4) (a) The purchaser becomes the entitlement holder; or
SB9-SSA1,20,1614 (b) The securities intermediary has agreed that it will comply with entitlement
15orders originated by the purchaser without further consent by the entitlement
16holder.; or
SB9-SSA1, s. 65 17Section 65. 408.106 (4) (c) of the statutes is created to read:
SB9-SSA1,20,2018 408.106 (4) (c) Another person has control of the security entitlement on behalf
19of the purchaser or, having previously acquired control of the security entitlement,
20acknowledges that it has control on behalf of the purchaser.
SB9-SSA1, s. 66 21Section 66. 408.106 (6) of the statutes is amended to read:
SB9-SSA1,21,222 408.106 (6) A purchaser who has satisfied the requirements of sub. (3) (b) or
23(4) (b) has control even if the registered owner in the case of sub. (3) (b) or the
24entitlement holder in the case of sub. (4) (b) retains the right to make substitutions
25for the uncertificated security or security entitlement, to originate instructions or

1entitlement orders to the issuer or securities intermediary , or otherwise to deal with
2the uncertificated security or security entitlement.
SB9-SSA1, s. 67 3Section 67. 408.110 (5) (a) of the statutes is amended to read:
SB9-SSA1,21,94 408.110 (5) (a) If an agreement between the securities intermediary and its
5entitlement holder specifies that it is governed by the law of a particular jurisdiction
6governing the securities account expressly provides that a particular jurisdiction is
7the securities intermediary's jurisdiction for purposes of this subchapter, this
8chapter, or chs. 401 to 411
, that jurisdiction is the securities intermediary's
9jurisdiction.
SB9-SSA1, s. 68 10Section 68. 408.110 (5) (b) of the statutes is renumbered 408.110 (5) (c) and
11amended to read:
SB9-SSA1,21,1612 408.110 (5) (c) If neither par. (a) nor par. (b) applies and an agreement between
13the securities intermediary and its entitlement holder does not specify the governing
14law as provided in par. (a), but
governing the securities account expressly specifies
15provides that the securities account is maintained at an office in a particular
16jurisdiction, that jurisdiction is the securities intermediary's jurisdiction.
SB9-SSA1, s. 69 17Section 69. 408.110 (5) (b) of the statutes is created to read:
SB9-SSA1,21,2118 408.110 (5) (b) If par. (a) does not apply and an agreement between the
19securities intermediary and its entitlement holder governing the securities account
20expressly provides that the agreement is governed by the law of a particular
21jurisdiction, that jurisdiction is the securities intermediary's jurisdiction.
SB9-SSA1, s. 70 22Section 70. 408.110 (5) (c) of the statutes is renumbered 408.110 (5) (d) and
23amended to read:
SB9-SSA1,22,324 408.110 (5) (d) If an agreement between the securities intermediary and its
25entitlement holder does not specify a jurisdiction as provided in par. (a) or (b)
none

1of pars. (a) to (c) applies
, the securities intermediary's jurisdiction is the jurisdiction
2in which is located the office, identified in an account statement as the office serving
3the entitlement holder's account, is located.
SB9-SSA1, s. 71 4Section 71. 408.110 (5) (d) of the statutes is renumbered 408.110 (5) (e) and
5amended to read:
SB9-SSA1,22,116 408.110 (5) (e) If an agreement between the securities intermediary and its
7entitlement holder does not specify a jurisdiction as provided in par. (a) or (b) and an
8account statement does not identify an office serving the entitlement holder's
9account as provided in par. (c)
none of pars. (a) to (d) applies, the securities
10intermediary's jurisdiction is the jurisdiction in which is located the chief executive
11office of the securities intermediary is located.
SB9-SSA1, s. 72 12Section 72. 408.301 (1) (c) of the statutes is renumbered 408.301 (1) (c) (intro.)
13and amended to read:
SB9-SSA1,22,1614 408.301 (1) (c) (intro.) A securities intermediary acting on behalf of the
15purchaser acquires possession of the security certificate, only if the certificate is in
16registered form and has been specially is:
SB9-SSA1,22,18 173. Specially endorsed to the purchaser by an effective endorsement and has not
18been endorsed to the securities intermediary or in blank
.
SB9-SSA1, s. 73 19Section 73. 408.301 (1) (c) 1. and 2. of the statutes are created to read:
SB9-SSA1,22,2020 408.301 (1) (c) 1. Registered in the name of the purchaser;
SB9-SSA1,22,2121 2. Payable to the order of the purchaser; or
SB9-SSA1, s. 74 22Section 74. 408.302 (1) of the statutes is amended to read:
SB9-SSA1,22,2523 408.302 (1) Except as otherwise provided in subs. (2) and (3), upon delivery a
24purchaser
of a certificated or uncertificated security to a purchaser, the purchaser
25acquires all rights in the security that the transferor had or had power to transfer.
SB9-SSA1, s. 75
1Section 75. 408.510 (1) of the statutes is amended to read:
SB9-SSA1,23,72 408.510 (1) An In a case not covered by the priority rules in ch. 409 or the rules
3stated in sub. (3), an
action based on an adverse claim to a financial asset or security
4entitlement, whether framed in conversion, replevin, constructive trust, equitable
5lien, or other theory, may not be asserted against a person who purchases a security
6entitlement, or an interest therein, from an entitlement holder if the purchaser gives
7value, does not have notice of the adverse claim, and obtains control.
SB9-SSA1, s. 76 8Section 76. 408.510 (3) of the statutes is renumbered 408.510 (3) (intro.) and
9amended to read:
SB9-SSA1,23,1510 408.510 (3) (intro.) In a case not covered by the priority rules in ch. 409, a
11purchaser for value of a security entitlement, or an interest therein, who obtains
12control has priority over a purchaser of a security entitlement, or an interest therein,
13who does not obtain control. Purchasers Except as otherwise provided in sub. (4),
14purchasers
who have control rank equally, except that a according to priority in time
15of:
SB9-SSA1,23,17 16(4) A securities intermediary as purchaser has priority over a conflicting
17purchaser who has control unless otherwise agreed by the securities intermediary.
SB9-SSA1, s. 77 18Section 77. 408.510 (3) (a) to (c) of the statutes are created to read:
SB9-SSA1,23,2119 408.510 (3) (a) The purchaser's becoming the person for whom the securities
20account, in which the security entitlement is carried, is maintained, if the purchaser
21obtained control under s. 408.106 (4) (a);
SB9-SSA1,23,2522 (b) The securities intermediary's agreement to comply with the purchaser's
23entitlement orders with respect to security entitlements carried or to be carried in
24the securities account in which the security entitlement is carried, if the purchaser
25obtained control under s. 408.106 (4) (b); or
SB9-SSA1,24,3
1(c) If the purchaser obtained control through another person under s. 408.106
2(4) (c), the time on which priority would be based under this subsection if the other
3person were the secured party.
SB9-SSA1, s. 78 4Section 78. Chapter 409 of the statutes is repealed and recreated to read:
SB9-SSA1,24,75 Chapter 409
6 uniform commercial code —
7 secured transactions
SB9-SSA1,24,98 Subchapter I
9GENERAL PROVISIONS
SB9-SSA1,24,11 10409.101 Short title. This chapter may be cited as uniform commercial code
11— secured transactions.
SB9-SSA1,24,13 12409.102 Definitions and index of definitions. (1) Chapter 409 definitions.
13In this chapter:
SB9-SSA1,24,1514 (a) "Accession" means goods that are physically united with other goods in such
15a manner that the identity of the original goods is not lost.
SB9-SSA1,25,516 (ag) "Account", except as used in "account for", means a right to payment of a
17monetary obligation, whether or not earned by performance; for property that has
18been or is to be sold, leased, licensed, assigned, or otherwise disposed of; for services
19rendered or to be rendered; for a policy of insurance issued or to be issued; for a
20secondary obligation incurred or to be incurred; for energy provided or to be provided;
21for the use or hire of a vessel under a charter or other contract; arising out of the use
22of a credit or charge card or information contained on or for use with the card; or as
23winnings in a lottery or other game of chance operated or sponsored by a state,
24governmental unit of a state, or person licensed or authorized to operate the game
25by a state or governmental unit of a state. The term includes health-care-insurance

1receivables. The term does not include rights to payment evidenced by chattel paper
2or an instrument; commercial tort claims; deposit accounts; investment property;
3letter-of-credit rights or letters of credit; or rights to payment for money or funds
4advanced or sold, other than rights arising out of the use of a credit or charge card
5or information contained on or for use with the card.
SB9-SSA1,25,86 (am) "Account debtor" means a person obligated on an account, chattel paper,
7or general intangible. The term does not include persons obligated to pay a
8negotiable instrument, even if the instrument constitutes part of chattel paper.
SB9-SSA1,25,99 (as) "Accounting", except as used in "accounting for", means a record:
SB9-SSA1,25,1010 1. Authenticated by a secured party;
SB9-SSA1,25,1211 2. Indicating the aggregate unpaid secured obligations as of a date not more
12than 35 days earlier or 35 days later than the date of the record; and
SB9-SSA1,25,1313 3. Identifying the components of the obligations in reasonable detail.
SB9-SSA1,25,1514 (b) "Agricultural lien" means an interest, other than a security interest, in farm
15products:
SB9-SSA1,25,1616 1. Which secures payment or performance of an obligation for:
SB9-SSA1,25,1817 a. Goods or services furnished in connection with a debtor's farming operation;
18or
SB9-SSA1,25,2019 b. Rent on real property leased by a debtor in connection with its farming
20operation;
SB9-SSA1,25,2121 2. Which is created by statute in favor of a person that:
SB9-SSA1,25,2322 a. In the ordinary course of its business furnished goods or services to a debtor
23in connection with a debtor's farming operation; or
SB9-SSA1,25,2524 b. Leased real property to a debtor in connection with the debtor's farming
25operation; and
SB9-SSA1,26,2
13. Whose effectiveness does not depend on the person's possession of the
2personal property.
SB9-SSA1,26,63 (bcm) "Applicant" means a person at whose request or for whose account a
4letter of credit is issued. The term includes a person who requests an issuer to issue
5a letter of credit on behalf of another if the person making the request undertakes
6an obligation to reimburse the issuer.
SB9-SSA1,26,77 (bg) "As-extracted collateral" means:
SB9-SSA1,26,108 1. Oil, gas, or other minerals that are subject to a security interest that is
9created by a debtor having an interest in the minerals before extraction and which
10attaches to the minerals as extracted; or
SB9-SSA1,26,1211 2. Accounts arising out of the sale at the wellhead or minehead of oil, gas, or
12other minerals in which the debtor had an interest before extraction.
SB9-SSA1,26,1313 (bm) "Authenticate" means:
SB9-SSA1,26,1414 1. To sign; or
SB9-SSA1,26,1715 2. To execute or otherwise adopt a symbol, or encrypt or similarly process a
16record in whole or in part, with the present intent of the authenticating person to
17identify the person and adopt or accept a record.
SB9-SSA1,26,2018 (bs) "Bank" means an organization that is engaged in the business of banking.
19The term includes savings banks, savings and loan associations, credit unions, and
20trust companies.
SB9-SSA1,26,2321 (btm) "Beneficiary" means a person who under the terms of a letter of credit is
22entitled to have its complying presentation honored. The term includes a person to
23whom drawing rights have been transferred under a transferable letter of credit.
SB9-SSA1,26,2524 (c) "Cash proceeds" means proceeds that are money, checks, deposit accounts,
25or the like.
SB9-SSA1,27,4
1(cg) "Certificate of title" means a certificate of title with respect to which a
2statute provides for the security interest in question to be indicated on the certificate
3as a condition or result of the security interest's obtaining priority over the rights of
4a lien creditor with respect to the collateral.
SB9-SSA1,27,165 (cm) "Chattel paper" means a record or records that evidence both a monetary
6obligation and a security interest in specific goods, a security interest in specific
7goods and software used in the goods, a security interest in specific goods and license
8of software used in the goods, a lease of specific goods, or a lease of specific goods and
9license of software used in the goods. The term does not include charters or other
10contracts involving the use or hire of a vessel. The term does not include records that
11evidence a right to payment arising out of the use of a credit or charge card or
12information contained on or for use with the card. If a transaction is evidenced by
13records that include an instrument or series of instruments, the group of records
14taken together constitutes chattel paper. In this paragraph, "monetary obligation"
15means a monetary obligation secured by the goods or owned under a lease of the
16goods and includes a monetary obligation with respect to software used in the goods.
SB9-SSA1,27,1817 (cs) "Collateral" means the property subject to a security interest or
18agricultural lien. The term includes:
SB9-SSA1,27,1919 1. Proceeds to which a security interest attaches;
SB9-SSA1,27,2120 2. Accounts, chattel paper, payment intangibles, and promissory notes that
21have been sold; and
SB9-SSA1,27,2222 3. Goods that are the subject of a consignment.
SB9-SSA1,27,2323 (d) "Commercial tort claim" means a claim arising in tort with respect to which:
SB9-SSA1,27,2424 1. The claimant is an organization; or
SB9-SSA1,27,2525 2. The claimant is an individual and the claim:
SB9-SSA1,28,1
1a. Arose in the course of the claimant's business or profession; and
SB9-SSA1,28,32 b. Does not include damages arising out of personal injury to or the death of
3an individual.
SB9-SSA1,28,54 (dg) "Commodity account" means an account maintained by a commodity
5intermediary in which a commodity contract is carried for a commodity customer.
SB9-SSA1,28,86 (dm) "Commodity contract" means a commodity futures contract, an option on
7a commodity futures contract, a commodity option, or another contract if the contract
8or option is:
SB9-SSA1,28,109 1. Traded on or subject to the rules of a board of trade that has been designated
10as a contract market for such a contract pursuant to federal commodities laws; or
SB9-SSA1,28,1211 2. Traded on a foreign commodity board of trade, exchange, or market, and is
12carried on the books of a commodity intermediary for a commodity customer.
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