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2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 8—403. Demand that issuer not register transfer

§ 8—403. Demand that issuer not register transfer
(a) A person who is an appropriate person to make an indorsement or originate an instruction may demand that the issuer not register transfer of a security by communicating to the issuer a notification that identifies the registered owner and the issue of which the security is a part and provides an address for communications directed to the person making the demand. The demand is effective only if it is received by the issuer at a time and in a manner affording the issuer reasonable opportunity to act on it.
(b) If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security after a demand that the issuer not register transfer has become effective, the issuer shall promptly communicate to (i) the person who initiated the demand at the address provided in the demand and (ii) the person who presented the security for registration of transfer or initiated the instruction requesting registration of transfer a notification stating that:
(1) the certificated security has been presented for registration of transfer or the instruction for registration of transfer of the uncertificated security has been received;
(2) a demand that the issuer not register transfer had previously been received; and
(3) the issuer will withhold registration of transfer for a period of time stated in the notification in order to provide the person who initiated the demand an opportunity to obtain legal process or an indemnity bond.
(c) The period described in subdivision (b)(3) of this section may not exceed 30 days after the date of communication of the notification. A shorter period may be specified by the issuer if it is not manifestly unreasonable.
(d) An issuer is not liable to a person who initiated a demand that the issuer not register transfer for any loss the person suffers as a result of registration of a transfer pursuant to an effective indorsement or instruction if the person who initiated the demand does not, within the time stated in the issuer’s communication, either:
(1) obtain an appropriate restraining order, injunction, or other process from a court of competent jurisdiction enjoining the issuer from registering the transfer; or
(2) file with the issuer an indemnity bond, sufficient in the issuer’s judgment to protect the issuer and any transfer agent, registrar, or other agent of the issuer involved from any loss it or they may suffer by refusing to register the transfer.
(e) This section does not relieve an issuer from liability for registering transfer pursuant to an indorsement or instruction that was not effective. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 8—404. Wrongful registration

§ 8—404. Wrongful registration
(a) Except as otherwise provided in section 8—406 of this title, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it, and the transfer was registered:
(1) pursuant to an ineffective indorsement or instruction;
(2) after a demand that the issuer not register transfer became effective under subsection 8—403(a) of this title and the issuer did not comply with subsection 8—403(b) of this title;
(3) after the issuer had been served with an injunction, restraining order, or other legal process enjoining it from registering the transfer, issued by a court of competent jurisdiction, and the issuer had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or
(4) by an issuer acting in collusion with the wrongdoer.
(b) An issuer that is liable for wrongful registration of transfer under subsection (a) of this section on demand shall provide the person entitled to the security with a like certificated or uncertificated security, and any payments or distributions that the person did not receive as a result of the wrongful registration. If an overissue would result, the issuer’s liability to provide the person with a like security is governed by section 8—210 of this title.
(c) Except as otherwise provided in subsection (a) of this section or in a law relating to the collection of taxes, an issuer is not liable to an owner or other person suffering loss as a result of the registration of a transfer of a security if registration was made pursuant to an effective indorsement or instruction. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 8—405. Replacement of lost, destroyed, or wrongfully taken security certificate

§ 8—405. Replacement of lost, destroyed, or wrongfully taken security certificate
(a) If an owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed, or wrongfully taken, the issuer shall issue a new certificate if the owner:
(1) so requests before the issuer has notice that the certificate has been acquired by a protected purchaser;
(2) files with the issuer a sufficient indemnity bond; and
(3) satisfies other reasonable requirements imposed by the issuer.
(b) If, after the issue of a new security certificate, a protected purchaser of the original certificate presents it for registration of transfer, the issuer shall register the transfer unless an overissue would result. In that case, the issuer’s liability is governed by section 8—210 of this title. In addition to any rights on the indemnity bond, an issuer may recover the new certificate from a person to whom it was issued or any person taking under that person, except a protected purchaser. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 8—406. Obligation to notify issuer of lost, destroyed, or wrongfully taken security certificate

§ 8—406. Obligation to notify issuer of lost, destroyed, or wrongfully taken security certificate
If a security certificate has been lost, apparently destroyed, or wrongfully taken, and the owner fails to notify the issuer of that fact within a reasonable time after the owner has notice of it and the issuer registers a transfer of the security before receiving notification, the owner may not assert against the issuer a claim for registering the transfer under section 8—404 of this title or a claim to a new security certificate under section 8—405 of this title. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 8—407. Authenticating trustee, transfer agent, and registrar

§ 8—407. Authenticating trustee, transfer agent, and registrar
A person acting as authenticating trustee, transfer agent, registrar, or other agent for an issuer in the registration of a transfer of its securities, in the issue of new security certificates or uncertificated securities, or in the cancellation of surrendered security certificates has the same obligation to the holder or owner of a certificated or uncertificated security with regard to the particular functions performed as the issuer has in regard to those functions. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 8—501. Securities account; acquisition of security entitlement from securities intermediary

§ 8—501. Securities account; acquisition of security entitlement from securities intermediary
(a) “Securities account” means an account to which a financial asset is or may be credited in accordance with an agreement under which the person maintaining the account undertakes to treat the person for whom the account is maintained as entitled to exercise the rights that comprise the financial asset.
(b) Except as otherwise provided in subsections (d) and (e) of this section, a person acquires a security entitlement if a securities intermediary:
(1) indicates by book entry that a financial asset has been credited to the person’s securities account;
(2) receives a financial asset from the person or acquires a financial asset for the person and, in either case, accepts it for credit to the person’s securities account; or
(3) becomes obligated under other law, regulation, or rule to credit a financial asset to the person’s securities account.
(c) If a condition of subsection (b) of this section has been met, a person has a security entitlement even though the securities intermediary does not itself hold the financial asset.
(d) If a securities intermediary holds a financial asset for another person, and the financial asset is registered in the name of, payable to the order of, or specially indorsed to the other person, and has not been indorsed to the securities intermediary or in blank, the other person is treated as holding the financial asset directly rather than as having a security entitlement with respect to the financial asset.
(e) Issuance of a security is not establishment of a security entitlement. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 8—502. Assertion of adverse claim against entitlement holder

§ 8—502. Assertion of adverse claim against entitlement holder
An action based on an adverse claim to a financial asset, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against a person who acquires a security entitlement under section 8—501 of this title for value and without notice of the adverse claim. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 8—504. Duty of securities intermediary to maintain financial asset

§ 8—504. Duty of securities intermediary to maintain financial asset
(a) A securities intermediary shall promptly obtain and thereafter maintain a financial asset in a quantity corresponding to the aggregate of all security entitlements it has established in favor of its entitlement holders with respect to that financial asset. The securities intermediary may maintain those financial assets directly or through one or more other securities intermediaries.
(b) Except to the extent otherwise agreed by its entitlement holder, a securities intermediary may not grant any security interests in a financial asset it is obligated to maintain pursuant to subsection (a) of this section.
(c) A securities intermediary satisfies the duty in subsection (a) of this section if:
(1) the securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or
(2) in the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to obtain and maintain the financial asset.
(d) This section does not apply to a clearing corporation that is itself the obligor of an option or similar obligation to which its entitlement holders have security entitlements. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 8—505. Duty of securities intermediary with respect to payments and distributions

§ 8—505. Duty of securities intermediary with respect to payments and distributions
(a) A securities intermediary shall take action to obtain a payment or distribution made by the issuer of a financial asset. A securities intermediary satisfies the duty if:
(1) the securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or
(2) in the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to attempt to obtain the payment or distribution.
(b) A securities intermediary is obligated to its entitlement holder for a payment or distribution made by the issuer of a financial asset if the payment or distribution is received by the securities intermediary. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 8—506. Duty of securities intermediary to exercise rights as directed by entitlement holder

§ 8—506. Duty of securities intermediary to exercise rights as directed by entitlement holder
A securities intermediary shall exercise rights with respect to a financial asset if directed to do so by an entitlement holder. A securities intermediary satisfies the duty if:
(1) the securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or
(2) in the absence of agreement, the securities intermediary either places the entitlement holder in a position to exercise the rights directly or exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 8—507. Duty of securities intermediary to comply with entitlement order

§ 8—507. Duty of securities intermediary to comply with entitlement order
(a) A securities intermediary shall comply with an entitlement order if the entitlement order is originated by the appropriate person, the securities intermediary has had reasonable opportunity to assure itself that the entitlement order is genuine and authorized, and the securities intermediary has had reasonable opportunity to comply with the entitlement order. A securities intermediary satisfies the duty if:
(1) the securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or
(2) in the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to comply with the entitlement order.
(b) If a securities intermediary transfers a financial asset pursuant to an ineffective entitlement order, the securities intermediary shall reestablish a security entitlement in favor of the person entitled to it, and pay or credit any payments or distributions that the person did not receive as a result of the wrongful transfer. If the securities intermediary does not reestablish a security entitlement, the securities intermediary is liable to the entitlement holder for damages. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 8—508. Duty of securities intermediary to change entitlement holder’s position to other form of security holding

§ 8—508. Duty of securities intermediary to change entitlement holder’s position to other form of security holding
A securities intermediary shall act at the direction of an entitlement holder to change a security entitlement into another available form of holding for which the entitlement holder is eligible, or to cause the financial asset to be transferred to a securities account of the entitlement holder with another securities intermediary. A securities intermediary satisfies the duty if:
(1) the securities intermediary acts as agreed upon by the entitlement holder and the securities intermediary; or
(2) in the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 8—509. Specification of duties of securities intermediary by other statute or regulation; manner of performance of duties of securities intermediary and exercise of rights of entitlement holder

§ 8—509. Specification of duties of securities intermediary by other statute or regulation; manner of performance of duties of securities intermediary and exercise of rights of entitlement holder
(a) If the substance of a duty imposed upon a securities intermediary by sections 8—504 through 8—508 of this title is the subject of other statute, regulation, or rule, compliance with that statute, regulation, or rule satisfies the duty.
(b) To the extent that specific standards for the performance of the duties of a securities intermediary or the exercise of the rights of an entitlement holder are not specified by other statute, regulation, or rule or by agreement between the securities intermediary and entitlement holder, the securities intermediary shall perform its duties and the entitlement holder shall exercise its rights in a commercially reasonable manner.
(c) The obligation of a securities intermediary to perform the duties imposed by sections 8—504 through 8—508 of this title is subject to:
(1) rights of the securities intermediary arising out of a security interest under a security agreement with the entitlement holder or otherwise; and
(2) rights of the securities intermediary under other law, regulation, rule, or agreement to withhold performance of its duties as a result of unfulfilled obligations of the entitlement holder to the securities intermediary.
(d) Sections 8—504 through 8—508 of this title do not require a securities intermediary to take any action that is prohibited by other statute, regulation, or rule. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 8—510. Rights of purchaser of security entitlement from entitlement holder

§ 8—510. Rights of purchaser of security entitlement from entitlement holder
(a) In a case not covered by the priority rules in Article 9 of this title or the rules stated in subdivision (c) of this section, an action based on an adverse claim to a financial asset or security entitlement, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against a person who purchases a security entitlement, or an interest therein, from an entitlement holder if the purchaser gives value, does not have notice of the adverse claim, and obtains control.
(b) If an adverse claim could not have been asserted against an entitlement holder under section 8—502 of this title, the adverse claim cannot be asserted against a person who purchases a security entitlement, or an interest therein, from the entitlement holder.
(c) In a case not covered by the priority rules in Article 9 of this title, a purchaser for value of a security entitlement, or an interest therein, who obtains control has priority over a purchaser of a security entitlement, or an interest therein, who does not obtain control. Except as otherwise provided in subdivision (d) of this section, purchasers who have control rank according to priority in time of:
(1) the purchaser’s becoming the person for whom the securities account, in which the security entitlement is carried, is maintained, if the purchaser obtained control under subdivision 8—106(d)(1) of this title;
(2) the securities intermediary’s agreement to comply with the purchaser’s entitlement orders with respect to security entitlements carried or to be carried in the securities account in which the security entitlement is carried, if the purchaser obtained control under subdivision 8—106(d)(2) of this title; or
(3) if the purchaser obtained control through another person under subdivision 8—106(d)(3) of this title, the time on which priority would be based under this subsection if the other person were the secured party.
(d) A securities intermediary as purchaser has priority over a conflicting purchaser who has control unless otherwise agreed by the securities intermediary. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 1999, No. 106 (Adj. Sess.), § 22, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 8—511. Priority among security interests and entitlement holders

§ 8—511. Priority among security interests and entitlement holders
(a) Except as otherwise provided in subsections (b) and (c) of this section, if a securities intermediary does not have sufficient interests in a particular financial asset to satisfy both its obligations to entitlement holders who have security entitlements to that financial asset and its obligation to a creditor of the securities intermediary who has a security interest in that financial asset, the claims of entitlement holders, other than the creditor, have priority over the claim of the creditor.
(b) A claim of a creditor of a securities intermediary who has a security interest in a financial asset held by a securities intermediary has priority over claims of the securities intermediary’s entitlement holders who have security entitlements with respect to that financial asset if the creditor has control over the financial asset.
(c) If a clearing corporation does not have sufficient financial assets to satisfy both its obligations to entitlement holders who have security entitlements with respect to a financial asset and its obligation to a creditor of the clearing corporation who has a security interest in that financial asset, the claim of the creditor has priority over the claims of entitlement holders. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—103A. “Production-money crops”; “production-money obligation”; “production-money security interest”; burden of establishing

§ 9—103A. “Production-money crops”; “production-money obligation”; “production-money security interest”; burden of establishing
(a) A security interest in crops is a production-money security interest to the extent that the crops are production-money crops.
(b) If the extent to which a security interest is a production-money security interest depends on the application of a payment to a particular obligation, the payment must be applied:
(1) in accordance with any reasonable method of application to which the parties agree;
(2) in the absence of the parties’ agreement to a reasonable method, in accordance with any intention of the obligor manifested at or before the time of payment; or
(3) in the absence of an agreement to a reasonable method and a timely manifestation of the obligor’s intention, in the following order:
(A) to obligations that are not secured; and
(B) if more than one obligation is secured, to obligations secured by production-money security interests in the order in which those obligations were incurred.
(c) A production-money security interest does not lose its status as such, even if:
(1) the production-money crops also secure an obligation that is not a production-money obligation;
(2) collateral that is not production-money crops also secures the production-money obligation; or
(3) the production-money obligation has been renewed, refinanced, or restructured.
(d) A secured party claiming a production-money security interest has the burden of establishing the extent to which the security interest is a production-money security interest. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—104. Control of deposit account

§ 9—104. Control of deposit account
(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 an authenticated record that the bank will comply with instructions originated by the secured party directing disposition of the funds in the account without further consent by the debtor; or
(3) the secured party becomes the bank’s customer with respect to the deposit account.
(b) A secured party that has satisfied subsection (a) of this section has control, even if the debtor retains the right to direct the disposition of funds from the deposit account. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—105. Control of electronic chattel paper

§ 9—105. Control of electronic chattel paper
(a) A secured party has control of electronic chattel paper if a system employed for evidencing the transfer of interests in the chattel paper reliably establishes the secured party as the person to which the chattel paper was assigned.
(b) A system satisfies subsection (a) of this section if the record or records comprising the chattel paper are created, stored, and assigned in such a manner that:
(1) a single authoritative copy of the record or records exists which is unique, identifiable and, except as otherwise provided in subdivisions (4), (5), and (6) of this subsection, unalterable;
(2) the authoritative copy identifies the secured party as the assignee of the record or records;
(3) the authoritative copy is communicated to and maintained by the secured party or its designated custodian;
(4) copies or amendments that add or change an identified assignee of the authoritative copy can be made only with the consent of the secured party;
(5) each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; and
(6) any amendment of the authoritative copy is readily identifiable as authorized or unauthorized. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001; amended 2013, No. 157 (Adj. Sess.), § 1.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—106. Control of investment property

§ 9—106. Control of investment property
(a) A person has control of a certificated security, uncertificated security, or security entitlement as provided in section 8—106 of this title.
(b) A secured party has control of a commodity contract if:
(1) the secured party is the commodity intermediary with which the commodity contract is carried; or
(2) the commodity customer, secured party, and commodity intermediary have agreed that the commodity intermediary will apply any value distributed on account of the commodity contract as directed by the secured party without further consent by the commodity customer.
(c) A secured party having control of all security entitlements or commodity contracts carried in a securities account or commodity account has control over the securities account or commodity account. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—107. Control of letter-of-credit right

§ 9—107. Control of letter-of-credit right
A secured party has control of a letter-of-credit right to the extent of any right to payment or performance by the issuer or any nominated person if the issuer or nominated person has consented to an assignment of proceeds of the letter of credit under subsection 5—114(c) of this title or otherwise applicable law or practice. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—108. Sufficiency of description in a security agreement

§ 9—108. Sufficiency of description in a security agreement
(a) Except as otherwise provided in subsections (c), (d), and (e) of this section, a description of personal or real property is sufficient, whether or not it is specific, if it reasonably identifies what is described.
(b) Except as otherwise provided in subsection (d) of this section, a description of collateral reasonably identifies the collateral if it identifies the collateral by:
(1) specific listing;
(2) category;
(3) except as otherwise provided in subsection (e) of this section, a type of collateral defined in this title;
(4) quantity;
(5) computational or allocational formula or procedure; or
(6) except as otherwise provided in subsection (c) of this section, any other method, if the identity of the collateral is objectively determinable.
(c) A description of collateral as “all the debtor’s assets” or “all the debtor’s personal property” or using words of similar import does not reasonably identify the collateral.
(d) Except as otherwise provided in subsection (e) of this section, a description of a security entitlement, securities account, or commodity account is sufficient if it describes:
(1) the collateral by those terms or as investment property; or
(2) the underlying financial asset or commodity contract.
(e) A description only by type of collateral defined in this title is an insufficient description of:
(1) a commercial tort claim; or
(2) in a consumer transaction, consumer goods, a security entitlement, a securities account, or a commodity account. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—110. Security interests arising under Article 2 or 2a

§ 9—110. Security interests arising under Article 2 or 2a
A security interest arising under section 2—401, or 2—505, or subsection 2—711(3) or 2A—508(5) of this title is subject to this article. However, until the debtor obtains possession of the goods:
(1) the security interest is enforceable, even if subdivision 9—203(b)(3) of this title has not been satisfied;
(2) filing is not required to perfect the security interest;
(3) the rights of the secured party after default by the debtor are governed by Article 2 or 2A; and
(4) the security interest has priority over a conflicting security interest created by the debtor. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—201. General effectiveness of security agreement

§ 9—201. General effectiveness of security agreement
(a) Except as otherwise provided in this title, a security agreement is effective according to its terms between the parties, against purchasers of the collateral, and against creditors.
(b) A transaction subject to this article is subject to any applicable rule of law which establishes a different rule for consumers and (i) any other Vermont statute or regulation that regulates loans, credit sales, or other extensions of credit; and (ii) 9 V.S.A. chapter 63.
(c) In case of conflict between this article and a rule of law, statute, or regulation described in subsection (b) of this section, the rule of law, statute, or regulation controls. Failure to comply with a statute or regulation described in subsection (b) of this section has only the effect the statute or regulation specifies.
(d) This article does not:
(1) validate any rate, charge, agreement, or practice that violates a rule of law, statute, or regulation described in subsection (b) of this section; or
(2) extend the application of the rule of law, statute, or regulation to a transaction not otherwise subject to it. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—202. Title to collateral immaterial

§ 9—202. Title to collateral immaterial
Except as otherwise provided with respect to consignments or sales of accounts, chattel paper, payment intangibles, or promissory notes, the provisions of this article with regard to rights and obligations apply whether title to collateral is in the secured party or the debtor. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—204. After-acquired property; future advances

§ 9—204. After-acquired property; future advances
(a) Except as otherwise provided in subsection (b) of this section, a security agreement may create or provide for a security interest in after-acquired collateral.
(b) 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.
(c) A security agreement may provide that collateral secures, or that accounts, chattel paper, payment intangibles, or promissory notes are sold in connection with, future advances or other value, whether or not the advances or value are given pursuant to commitment. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—205. Use or disposition of collateral permissible

§ 9—205. Use or disposition of collateral permissible
(a) A security interest is not invalid or fraudulent against creditors solely because:
(1) the debtor has the right or ability to:
(A) use, commingle, or dispose of all or part of the collateral, including returned or repossessed goods;
(B) collect, compromise, enforce, or otherwise deal with collateral;
(C) accept the return of collateral or make repossessions; or
(D) use, commingle, or dispose of proceeds; or
(2) the secured party fails to require the debtor to account for proceeds or replace collateral.
(b) This section does not relax the requirements of possession if attachment, perfection, or enforcement of a security interest depends upon possession of the collateral by the secured party. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—206. Security interest arising in purchase or delivery of financial asset

§ 9—206. Security interest arising in purchase or delivery of financial asset
(a) A security interest in favor of a securities intermediary attaches to a person’s security entitlement if:
(1) the person buys a financial asset through the securities intermediary in a transaction in which the person is obligated to pay the purchase price to the securities intermediary at the time of the purchase; and
(2) the securities intermediary credits the financial asset to the buyer’s securities account before the buyer pays the securities intermediary.
(b) The security interest described in subsection (a) of this section secures the person’s obligation to pay for the financial asset.
(c) A security interest in favor of a person that delivers a certificated security or other financial asset represented by a writing attaches to the security or other financial asset if:
(1) the security or other financial asset:
(A) in the ordinary course of business is transferred by delivery with any necessary indorsement or assignment; and
(B) is delivered under an agreement between persons in the business of dealing with such securities or financial assets; and
(2) the agreement calls for delivery against payment.
(d) The security interest described in subsection (c) of this section secures the obligation to make payment for the delivery. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—207. Rights and duties of secured party having possession or control of collateral

§ 9—207. Rights and duties of secured party having possession or control of collateral
(a) Except as otherwise provided in subsection (d) of this section, a secured party shall use reasonable care in the custody and preservation of collateral in the secured party’s possession. In the case of chattel paper or an instrument, reasonable care includes taking necessary steps to preserve rights against prior parties unless otherwise agreed.
(b) Except as otherwise provided in subsection (d) of this section, if a secured party has possession of collateral:
(1) reasonable expenses, including the cost of insurance and payment of taxes or other charges, incurred in the custody, preservation, use, or operation of the collateral are chargeable to the debtor and are secured by the collateral;
(2) the risk of accidental loss or damage is on the debtor to the extent of a deficiency in any effective insurance coverage;
(3) the secured party shall keep the collateral identifiable, but fungible collateral may be commingled; and
(4) the secured party may use or operate the collateral:
(A) for the purpose of preserving the collateral or its value;
(B) as permitted by an order of a court having competent jurisdiction; or
(C) except in the case of consumer goods, in the manner and to the extent agreed by the debtor.
(c) Except as otherwise provided in subsection (d) of this section, a secured party having possession of collateral or control of collateral under section 7—106, 9—104, 9—105, 9—106, or 9—107 of this title:
(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.
(d) If the secured party is a buyer of accounts, chattel paper, payment intangibles, or promissory notes or a consignor:
(1) subsection (a) of this section does not apply unless the secured party is entitled under an agreement:
(A) to charge back uncollected collateral; or
(B) otherwise to full or limited recourse against the debtor or a secondary obligor based on the nonpayment or other default of an account debtor or other obligor on the collateral; and
(2) subsections (b) and (c) of this section do not apply. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001; amended 2015, No. 51, § B.9, eff. June 3, 2015.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—209. Duties of secured party if account debtor has been notified of assignment

§ 9—209. Duties of secured party if account debtor has been notified of assignment
(a) Except as otherwise provided in subsection (c) of this section, this section applies if:
(1) there is no outstanding secured obligation; and
(2) the secured party is not committed to make advances, incur obligations, or otherwise give value.
(b) Within 10 days after receiving an authenticated demand by the debtor, a secured party shall send to an account debtor that has received notification of an assignment to the secured party as assignee under subsection 9—406(a) of this title an authenticated record that releases the account debtor from any further obligation to the secured party.
(c) This section does not apply to an assignment constituting the sale of an account, chattel paper, or payment intangible. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—301. Law governing perfection and priority of security interests

§ 9—301. Law governing perfection and priority of security interests
Except as otherwise provided in sections 9—303 through 9—306 of this title, 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) of this section, while tangible negotiable documents, goods, instruments, money, or tangible chattel paper is located in a jurisdiction, the local law of that jurisdiction governs:
(A) perfection of a security interest in the goods by filing a fixture filing;
(B) perfection of a security interest in timber to be cut; and
(C) the effect of perfection or nonperfection and the priority of a nonpossessory security interest in the collateral.
(4) The local law of the jurisdiction in which the wellhead or minehead is located governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in as-extracted collateral. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001; amended 2015, No. 51, § B.9, eff. June 3, 2015.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—302. Law governing perfection and priority of agricultural liens

§ 9—302. Law governing perfection and priority of agricultural liens
While farm products are located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of an agricultural lien on the farm products. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—303. Law governing perfection and priority of security interests in goods covered by a certificate of title

§ 9—303. Law governing perfection and priority of security interests in goods covered by a certificate of title
(a) This section applies to goods covered by a certificate of title, even if there is no other relationship between the jurisdiction under whose certificate of title the goods are covered and the goods or the debtor.
(b) Goods become covered by a certificate of title when a valid application for the certificate of title and the applicable fee are delivered to the appropriate authority. Goods cease to be covered by a certificate of title at the earlier of the time the certificate of title ceases to be effective under the law of the issuing jurisdiction or the time the goods become covered subsequently by a certificate of title issued by another jurisdiction.
(c) The local law of the jurisdiction under whose certificate of title the goods are covered governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in goods covered by a certificate of title from the time the goods become covered by the certificate of title until the goods cease to be covered by the certificate of title. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—304. Law governing perfection and priority of security interests in deposit accounts

§ 9—304. Law governing perfection and priority of security interests in deposit accounts
(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.
(b) The following rules determine a bank’s jurisdiction for purposes of this part:
(1) If an agreement between the bank and the debtor governing the deposit account expressly provides that a particular jurisdiction is the bank’s jurisdiction for purposes of this part, this article, or this title, that jurisdiction is the bank’s jurisdiction.
(2) If subdivision (1) of this subsection does not apply and an agreement between the bank and its customer governing the deposit account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the bank’s jurisdiction.
(3) If neither subdivision (1) nor subdivision (2) of this subsection applies and an agreement between the bank and its customer governing the deposit account expressly provides that the deposit account is maintained at an office in a particular jurisdiction, that jurisdiction is the bank’s jurisdiction.
(4) If none of the preceding subdivisions applies, the bank’s jurisdiction is the jurisdiction in which the office identified in an account statement as the office serving the customer’s account is located.
(5) If none of the preceding subdivisions applies, the bank’s jurisdiction is the jurisdiction in which the chief executive office of the bank is located. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—306. Law governing perfection and priority of security interests in letter-of-credit rights

§ 9—306. Law governing perfection and priority of security interests in letter-of-credit rights
(a) Subject to subsection (c) of this section, the local law of the issuer’s jurisdiction or a nominated person’s jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a letter-of-credit right if the issuer’s jurisdiction or nominated person’s jurisdiction is a state.
(b) For purposes of this part, an issuer’s jurisdiction or nominated person’s jurisdiction is the jurisdiction whose law governs the liability of the issuer or nominated person with respect to the letter-of-credit right as provided in section 5—116 of this title.
(c) This section does not apply to a security interest that is perfected only under subsection 9—308(d) of this title. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—308. When security interest or agricultural lien is perfected; continuity of perfection

§ 9—308. When security interest or agricultural lien is perfected; continuity of perfection
(a) Except as otherwise provided in this section and section 9—309 of this title, a security interest is perfected if it has attached and all of the applicable requirements for perfection in sections 9—310 through 9—316 of this title have been satisfied. A security interest is perfected when it attaches if the applicable requirements are satisfied before the security interest attaches.
(b) An agricultural lien is perfected if it has become effective and all of the applicable requirements for perfection in section 9—310 of this title have been satisfied. An agricultural lien is perfected when it becomes effective if the applicable requirements are satisfied before the agricultural lien becomes effective.
(c) A security interest or agricultural lien is perfected continuously if it is originally perfected by one method under this article and is later perfected by another method under this article, without an intermediate period when it was unperfected.
(d) Perfection of a security interest in collateral also perfects a security interest in a supporting obligation for the collateral.
(e) Perfection of a security interest in a right to payment or performance also perfects a security interest in a security interest, mortgage, or other lien on personal or real property securing the right.
(f) Perfection of a security interest in a securities account also perfects a security interest in the security entitlements carried in the securities account.
(g) Perfection of a security interest in a commodity account also perfects a security interest in the commodity contracts carried in the commodity account. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)