UCC Definitions

§ 1-201. General Definitions.

(a) Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other articles of the Uniform Commercial Code that apply to particular articles or parts thereof, have the meanings stated.

(b) Subject to definitions contained in other articles of the Uniform Commercial Code that apply to particular articles or parts thereof:(1) “Action”, in the sense of a judicial proceeding, includes recoupment, counterclaim, set-off, suit in equity, and any other proceeding in which rights are determined.

(2) “Aggrieved party” means a party entitled to pursue a remedy.

(3) “Agreement”, as distinguished from “contract”, means the bargain of the parties in fact, as found in their language or inferred from other circumstances, including course of performance, course of dealing, or usage of trade as provided in Section 1-303.

(4) “Bank” means a person engaged in the business of banking and includes a savings bank, savings and loan association, credit union, and trust company.

(5) “Bearer” means a person in possession of a negotiable instrument, document of title, or certificated security that is payable to bearer or indorsed in blank.

(6) “Bill of lading” means a document evidencing the receipt of goods for shipment issued by a person engaged in the business of transporting or forwarding goods.

(7) “Branch” includes a separately incorporated foreign branch of a bank.

(8) “Burden of establishing” a fact means the burden of persuading the trier of fact that the existence of the fact is more probable than its nonexistence.

(9) “Buyer in ordinary course of business” means a person that buys goods in good faith, without knowledge that the sale violates the rights of another person in the goods, and in the ordinary course from a person, other than a pawnbroker, in the business of selling goods of that kind. A person buys goods in the ordinary course if the sale to the person comports with the usual or customary practices in the kind of business in which the seller is engaged or with the seller’s own usual or customary practices. A person that sells oil, gas, or other minerals at the wellhead or Minehead is a person in the business of selling goods of that kind. A buyer in the ordinary course of business may buy for cash, by the exchange of other property, or on secured or unsecured credit, and may acquire goods or documents of title under a preexisting contract for sale. Only a buyer that takes possession of the goods or has a right to recover the goods from the seller under Article 2 may be a buyer in ordinary course of business. “Buyer in ordinary course of business” does not include a person that acquires goods in a transfer in bulk or as security for or in total or partial satisfaction of a money debt.

(10) “Conspicuous”, with reference to a term, means so written, displayed, or presented that 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.

(11) “Consumer” means an individual who enters into a transaction primarily for personal, family, or household purposes.

(12) “Contract”, as distinguished from “agreement”, means the total legal obligation that results from the parties’ agreement as determined by the Uniform Commercial Code as supplemented by any other applicable laws.

(13) “Creditor” includes a general creditor, a secured creditor, a lien creditor, and any representative of creditors, including an assignee for the benefit of creditors, a trustee in bankruptcy, a receiver in equity, and an executor or administrator of an insolvent debtor’s or assignor’s estate.

(14) “Defendant” includes a person in the position of defendant in a counterclaim, cross-claim, or third-party claim.

(15) “Delivery”, with respect to an instrument, document of title, or chattel paper, means voluntary transfer of possession.

(16) “Document of title” includes bill of lading, dock warrant, dock receipt, warehouse receipt or order for the delivery of goods, and also any other document which in the regular course of business or financing is treated as adequately evidencing that the person in possession of it is entitled to receive, hold, and dispose of the document and the goods it covers. To be a document of title, a document must purport to be issued by or addressed to a bailee and purport to cover goods in the bailee’s possession which are either identified or are fungible portions of an identified mass.

(17) “Fault” means a default, breach, or wrongful act or omission.

(18) “Fungible goods” means: (A) goods of which any unit, by nature or usage of trade, is the equivalent of any other like unit; or (B) goods that by agreement are treated as equivalent.

(19) “Genuine” means free of forgery or counterfeiting.

(20) “Good faith,” except as otherwise provided in Article 5, means honesty in fact and the observance of reasonable commercial standards of fair dealing.

(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; or (B) the person in possession of a document of title if the goods are deliverable either to bearer or to the order of the person in possession.

(22) “Insolvency proceeding” includes an assignment for the benefit of creditors or other proceeding intended to liquidate or rehabilitate the estate of the person involved.

(23) “Insolvent” means: (A) having generally ceased to pay debts in the ordinary course of business other than as a result of bona fide dispute; (B) being unable to pay debts as they become due; or (C) being insolvent within the meaning of federal bankruptcy law.

(24) “Money” means a medium of exchange currently authorized or adopted by a domestic or foreign government. The term includes a monetary unit of account established by an intergovernmental organization or by agreement between two or more countries.

(25) “Organization” means a person other than an individual.

(26) “Party”, as distinguished from “third party”, means a person that has engaged in a transaction or made an agreement subject to the Uniform Commercial Code.

(27) “Person” means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, public corporation, or any other legal or commercial entity.

(28) “Present value” means the amount as of a date certain of one or more sums payable in the future, discounted to the date certain by use of either an interest rate specified by the parties if that rate is not manifestly unreasonable at the time the transaction is entered into or, if an interest rate is not so specified, a commercially reasonable rate that takes into account the facts and circumstances at the time the transaction is entered into.

(29) “Purchase” means taking by sale, lease, discount, negotiation, mortgage, pledge, lien, security interest, issue or reissue, gift, or any other voluntary transaction creating an interest in property.

(30) “Purchaser” means a person that takes by purchase.

(31) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(32) “Remedy” means any remedial right to which an aggrieved party is entitled with or without resort to a tribunal.

(33) “Representative” means a person empowered to act for another, including an agent, an officer of a corporation or association, and a trustee, executor, or administrator of an estate.

(34) “Right” includes remedy.

(35) “Security interest” means an interest in personal property or fixtures which secures payment or performance of an obligation. “Security interest” includes any interest of a consignor and a buyer of accounts, chattel paper, a payment intangible, or a promissory note in a transaction that is subject to Article 9. “Security interest” does not include the special property interest of a buyer of goods on identification of those goods to a contract for sale under Section 2-505, the right of a seller or lessor of goods under Article 2 or 2A to retain or acquire possession of the goods is not a “security interest”, but a seller or lessor may also acquire a “security interest” by complying with Article 9. The retention or reservation of title by a seller of goods notwithstanding shipment or delivery to the buyer under Section 2-401 is limited in effect to a reservation of a “security interest.” Whether a transaction in the form of a lease creates a “security interest” is determined pursuant to Section 1-203.

(36) “Send” in connection with a writing, record, or notice means: (A) to deposit in the mail or deliver for transmission 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) in any other way to cause to be received any record or notice within the time it would have arrived if properly sent.

(37) “Signed” includes using any symbol executed or adopted with present intention to adopt or accept a writing.

(38) “State” means a State of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

(39) “Surety” includes a guarantor or other secondary obligor.

(40) “Term” means a portion of an agreement that relates to a particular matter.

(41) “Unauthorized signature” means a signature made without actual, implied, or apparent authority. The term includes a forgery.

(42) “Warehouse receipt” means a receipt issued by a person engaged in the business of storing goods for hire.

(43) “Writing” includes printing, typewriting, or any other intentional reduction to tangible form. “Written” has a corresponding meaning.

§ 2-103. Definitions and Index of Definitions.

(1) In this Article unless the context otherwise requires

  • (a) “Buyer” means a person who buys or contracts to buy goods.
  • (b) “Good faith” in the case of a merchantmeans honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade.
  • (c) “Receipt” of goodsmeans taking physical possession of them.
  • (d) “Seller” means a person who sells or contracts to sell goods.

§ 3-103. DEFINITIONS.

(a) In this Article:

(1) “Acceptor” means a drawee who has accepted a draft.

(2) “Consumer  account” means an account established by an individual primarily for  personal, family, or household purposes.

(3) “Consumer transaction” means a transaction in which an individual incurs an obligation primarily for personal, family, or household purposes.

(4) “Drawee” means  a person ordered in a draft to make payment.

(5) “Drawer” means  a person who signs or is identified in a draft as a person     ordering payment.

(6) [reserved]

(7) “Maker” means  a person who signs or is identified in a note as a person     undertaking to pay.

(8) “Order” means  a written instruction to pay money signed by the person giving the instruction. The instruction may be addressed to any person, including the person giving the instruction, or to one or more persons jointly or in the alternative but not in succession. An authorization to pay is not an order unless the person authorized to pay is also instructed to pay.

(9) “Ordinary care” in the case of a person engaged in business means observance of reasonable commercial standards, prevailing in the area in which the person is located, with respect to the business in which the person is engaged. In         the case of a bank that takes an instrument for processing         for collection or payment by automated means, reasonable commercial standards         do not require the bank to examine the instrument if the failure to examine does not violate the bank’s prescribed procedures and the bank’s procedures         do not vary unreasonably from general banking usage not disapproved by this Article or Article 4.

(10) “Party” means     a party to an instrument.

(11) “Principal obligor,” with respect to an instrument, means the accommodated party or any other party to the instrument against whom a secondary obligor has recourse under this article.

(12) “Promise” means     a written undertaking to pay money signed by the person undertaking to    pay. An acknowledgment of an obligation by the obligor is not a promise unless the obligor also undertakes to pay the obligation.

(13) “Prove” with     respect to a fact means to meet the burden of establishing the fact (Section 1-201(b)(8)).

(14) [reserved]

(15) “Remitter” means     a person who purchases an instrument from its issuer     if the instrument is payable to an identified person    other than the purchaser.

(16) “Remotely-created consumer item” means an item drawn on a consumer account, which is not created by the payor bank and does not bear a handwritten signature purporting to be the signature of the drawer.

(17) “Secondary obligor,” with     respect to an instrument, means (a) an indorser or an accommodation party, (b)     a drawer having the obligation described in Section 3-414(d),     or (c) any other party to the instrument that has recourse against another party     to the instrument pursuant to Section 3-116(b).

(b) Other definitions applying     to this Article and the sections in which they appear are:

“Acceptance” Section 3-409

“Accommodated party” Section 3-419

“Accommodation party” Section 3-419

“Account” Section 4-104

“Alteration” Section 3-407

“Anomalous indorsement” Section 3-205

“Blank indorsement” Section 3-205

“Cashier’s check” Section 3-104

“Certificate of deposit” Section 3-104

“Certified check” Section 3-409

“Check” Section 3-104

“Consideration” Section 3-303

“Draft” Section 3-104

“Holder in due course” Section 3-302

“Incomplete instrument” Section 3-115

“Indorsement” Section 3-204

“Indorser” Section 3-204

“Instrument” Section 3-104

“Issue” Section 3-105

“Issuer” Section 3-105

“Negotiable instrument” Section 3-104

“Negotiation” Section 3-201

“Note” Section 3-104

“Payable at a definite time” Section 3-108

“Payable on demand” Section 3-108

“Payable to bearer” Section 3-109

“Payable to order” Section 3-109

“Payment” Section 3-602

“Person entitled to enforce” Section 3-301

“Presentment” Section 3-501

“Reacquisition” Section 3-207

“Special indorsement” Section 3-205

“Teller’s check” Section 3-104

“Transfer of instrument” Section 3-203

“Traveler’s check” Section 3-104

“Value” Section 3-303

(c) The following definitions     in other Articles apply to this Article:

“Banking day” Section 4-104

“Clearing house” Section 4-104

“Collecting bank” Section 4-105

“Depositary bank” Section 4-105

“Documentary draft” Section 4-104

“Intermediary bank” Section 4-105

“Item” Section 4-104

“Payor bank” Section 4-105

“Suspends payments” Section 4-104

(d) In addition, Article 1     contains general definitions and principles of construction and interpretation     applicable throughout this Article.

§ 4-104. DEFINITIONS AND INDEX OF DEFINITIONS.

(a) In this Article, unless the context otherwise requires:

(1) “Account” means any deposit or credit account with a bank , including a demand, time, savings, passbook, share draft, or like account, other than an account evidenced by a certificate of deposit;

(2) “Afternoon” means the period of a day between noon and midnight;

(3) “Banking day” means the part of a day on which a bank is open to the public for carrying on substantially all of its banking functions;

(4) “Clearing house” means an association of banks or other payors regularly clearing items;

(5) “Customer” means a person having an account with a bank or for whom a bank has agreed to collect items, including a bank that maintains an account at another bank;

(6) “Documentary draft” means a draft to be presented for acceptance or payment if specified documents, certificated securities (Section 8-102) or instructions for uncertificated securities (Section 8-102), or other certificates, statements, or the like are to be received by the drawee or other payor before acceptance or payment of the draft;

(7) “Draft” means a draft as defined in Section 3-104 or an item, other than an instrument, that is an order.

(8) “Drawee” means a person ordered in a draft to make payment.

(9) “Item” means an instrument or a promise or order to pay money handled by a bank for collection or payment. The term does not include a payment order governed by Article 4A or a credit or debit card slip;

(10) “Midnight deadline” with respect to a bank is midnight on its next banking day following the banking day on which it receives the relevant item or notice or from which the time for taking action commences to run, whichever is later;

(11) “Settle” means to pay in cash, by clearing-house settlement, in a charge or credit or by remittance, or otherwise as agreed. A settlement may be either provisional or final.

(12) “Suspends payments” with respect to a bank means that it has been closed by order of the supervisory authorities, that a public officer has been appointed to take it over, or that it ceases or refuses to make payments in the ordinary course of business.

§ 5-102. Definitions.

(a) In this article:

(1) “Adviser” means a person who, at the request of the issuer, a confirmer, or another adviser, notifies or requests another adviser to notify the beneficiary that a letter of credit has been issued, confirmed, or amended.

(2) “Applicant” means a person at whose request or for whose account a letter of credit is issued. The term includes a person who requests an issuer to issue a letter of credit on behalf of another if the person making the request undertakes an obligation to reimburse the issuer.

(3) “Beneficiary” means a person who under the terms of a letter of credit is entitled to have its complying presentation honored. The term includes a person to whom drawing rights have been transferred under a transferable letter of credit.

(4) “Confirmer” means a nominated person who undertakes, at the request or with the consent of the issuer, to honor a presentation under a letter of credit issued by another.

(5) “Dishonor” of a letter of credit means failure timely to honor or to take an interim action, such as acceptance of a draft, that may be required by the letter of credit.

(6) “Document” means a draft or other demand, document of title, investment security, certificate, invoice, or other record, statement, or representation of fact, law, right, or opinion (i) which is presented in a written or other medium permitted by the letter of credit or, unless prohibited by the letter of credit, by the standard practice referred to in Section 5-108(e) and (ii) which is capable of being examined for compliance with the terms and conditions of the letter of credit. A document may not be oral.

(7) “Good faith” means honesty in fact in the conduct or transaction concerned.

(8) “Honor” of a letter of credit means performance of the issuer’s undertaking in the letter of credit to pay or deliver an item of value. Unless the letter of credit otherwise provides, “honor” occurs (i) upon payment,(ii) if the letter of credit provides for acceptance, upon acceptance of a draft and, at maturity, its payment, or(iii) if the letter of credit provides for incurring a deferred obligation, upon incurring the obligation and, at maturity, its performance.

(9) “Issuer” means a bank or other person that issues a letter of credit, but does not include an individual who makes an engagement for personal, family, or household purposes.

(10) “Letter of credit” means a definite undertaking that satisfies the requirements of Section 5-104 by an issuer to a beneficiary at the request or for the account of an applicant or, in the case of a financial institution, to itself or for its own account, to honor a documentary presentation by payment or delivery of an item of value.

(11) “Nominated person” means a person whom the issuer (i) designates or authorizes to pay, accept, negotiate, or otherwise give value under a letter of credit and (ii) undertakes by agreement or custom and practice to reimburse.

(12) “Presentation” means delivery of a document to an issuer or nominated person for honor or giving of value under a letter of credit.

(13) “Presenter” means a person making a presentation as or on behalf of a beneficiary or nominated person.

(14) “Record” means information that is inscribed on a tangible medium, or that is stored in an electronic or other medium and is retrievable in perceivable form.

(15) “Successor of a beneficiary” means a person who succeeds to substantially all of the rights of a beneficiary by operation of law, including a corporation with or into which the beneficiary has been merged or consolidated, an administrator, executor, personal representative, trustee in bankruptcy, debtor in possession, liquidator, and receiver.

§ 6-102. Definitions and Index of Definitions.

(1) In this Article, unless     the context otherwise requires:

(a) “Assets” means     the inventory that is the subject of a bulk sale and     any tangible and intangible personal property used or held for use primarily     in, or arising from, the seller’s business and sold in connection with that inventory, but the term does not include:

(i) fixtures (Section 9-102(a)(41))     other than readily removable factory and office machines;

(ii) the lessee’s interest in a lease of real property;     or

(iii) property to the extent it is generally exempt from creditor process     under nonbankruptcy law.

(b) “Auctioneer” means     a person whom the seller engages to direct, conduct, control, or be responsible     for a sale by auction.

(c) “Bulk         sale” means:

(i) in the case of a sale by auction or a sale or series     of sales conducted by a liquidator on the seller’s     behalf, a sale or series of sales not in     the ordinary course of the seller’s business of more than half of the seller’s     inventory, as measured by value on the date     of the bulk-sale agreement, if on that date the auctioneer or     liquidator has notice, or after reasonable inquiry would have had notice, that     the seller will not continue to operate the same or a similar kind of business after the sale or series of sales; and

(ii) in all other cases, a sale not in         the ordinary course of the seller’s business of more than half the seller’s         inventory, as measured by value on the date         of the bulk-sale agreement, if on that date the buyer has notice, or after         reasonable inquiry would have had notice, that the seller will not continue         to operate the same or a similar kind of business after the sale.

(d) “Claim” means a right to payment from the seller, whether or not the right is reduced to judgment,     liquidated, fixed, matured, disputed, secured, legal, or equitable. The term includes costs of collection and attorney’s fees only to the extent that the laws of this state permit the holder of the claim to recover them in an action against the obligor.

(e) “Claimant” means     a person holding a claim incurred in the seller’s business     other than:

(i) an unsecured and unmatured claim for employment compensation     and benefits, including commissions and vacation, severance, and sick-leave     pay;

(ii) a claim for injury to an individual or to property,     or for breach of warranty, unless:

(A) a right of action for the claim has accrued;

(B) the claim has been asserted against the seller; and

(C) the seller knows the identity of the person asserting     the claim and the basis upon which the person has asserted it; and

(States To Select One Alternative)

ALTERNATIVE A

[(iii) a claim for taxes owing to     a governmental unit.]

ALTERNATIVE B

[(iii) a claim for taxes owing to     a governmental unit, if:

(A) a statute governing the enforcement of the claim permits     or requires notice of the bulk sale to be given to the     governmental unit in a manner other than by compliance with the requirements     of this Article; and

(B) notice is given in accordance with the statute.]

(f) “Creditor” means     a claimant or other person holding a claim.

(g) (i) “Date         of the bulk sale” means:

(A) if the sale is by auction or is conducted by a liquidator on     the seller’s behalf, the date on which more than ten percent of the net     proceeds is paid to or for the benefit of the seller; and

(B) in all other cases, the later of the date on which:

(I) more than ten percent of the net         contract price is paid to or for the benefit of the seller; or

(II) more than ten percent of the assets,     as measured by value, are transferred to the buyer.

(ii) For purposes of this subsection:

(A) Delivery of a negotiable instrument (Section     3-104(1) [sic]) to or for the benefit of the seller in exchange for assets constitutes     payment of the contract price pro tanto;

(B) To the extent that the contract price is deposited     in an escrow, the contract price is paid to or for the benefit of the seller     when the seller acquires the unconditional right to receive the deposit or when   the deposit is delivered to the seller or for the benefit of the seller, whichever   is earlier; and

(C) An asset is transferred when a person holding an unsecured claim can no longer obtain through judicial proceedings rights to the asset that are superior to those of the buyer arising as a result of the bulk sale. A person holding     an unsecured claim can obtain those superior rights to a tangible asset at least     until the buyer has an unconditional right, under the bulk-sale agreement, to possess the asset, and a person holding an unsecured claim can obtain those     superior rights to an intangible asset at least until the buyer has an unconditional right, under the bulk-sale agreement, to use the asset.

(h) “Date         of the bulk-sale agreement” means:

(i) in the case of a sale by auction or conducted by a liquidator (subsection     (c)(i)), the date on which the seller engages the auctioneer or     liquidator; and

(ii) in all other cases, the date on which a bulk-sale agreement becomes enforceable between the buyer and the seller.

(i) “Debt” means     liability on a claim.

(j) “Liquidator” means     a person who is regularly engaged in the business of disposing of assets for     businesses contemplating liquidation or dissolution.

(k) “Net         contract price” means the new consideration the buyer is obligated         to pay for the assets less:

(i) the amount of any proceeds of the sale of an asset,     to the extent the proceeds are applied in partial or total satisfaction of a debt secured     by the asset; and

(ii) the amount of any debt to the extent it is secured by a security interest or lien that is enforceable against the asset before and after it has been sold to a buyer. If a debt is secured     by an asset and other property of the seller, the amount of the debt secured by a security interest or lien that is enforceable against the asset is determined by multiplying the debt by a fraction, the numerator of which is the value of     the new consideration for the asset on the date     of the bulk sale and the denominator of which is the value of all property     securing the debt on the date of the bulk sale.

(l) “Net         proceeds” means the new consideration received for assets sold         at a sale by auction or a sale conducted by a liquidator on         the seller’s behalf less:

(i) commissions and reasonable expenses of the sale;

(ii) the amount of any proceeds of the sale of an asset,     to the extent the proceeds are applied in partial or total satisfaction of a debt secured     by the asset; and

(iii) the amount of any debt to the extent it is secured by a security interest or lien that is enforceable against the asset before and after it has been sold to a buyer. If a debt is secured     by an asset and other property of the seller, the amount of the debt secured by a security interest or lien that is enforceable against the asset is determined by multiplying the debt by a fraction, the numerator of which is the value of     the new consideration for the asset on the date     of the bulk sale and the denominator of which is the value of all property     securing the debt on the date of the bulk sale.

(m) A sale is ” in the ordinary course of the seller’s business” if the sale comports with usual or customary practices in the kind of business in which the seller is engaged or with the seller’s own usual or customary practices.

(n) “United         States” includes its territories and possessions and the Commonwealth         of Puerto Rico.

(o) “Value” means     fair market value.

(p) “Verified” means     signed and sworn to or affirmed.

§ 7-102. Definitions and Index of Definitions.

(a) In this Article, unless the context otherwise requires:

(1) “Bailee” means a person that by a warehouse receipt, bill of lading, or other document of title acknowledges possession of goods and contracts to deliver them.

(2) “Carrier” means a person that issues a bill of lading.

(3) “Consignee” means a person named in a bill of lading to which or to whose order the bill promises delivery.

(4) “Consignor” means a person named in a bill of lading as the person from which the goods have been received for shipment.

(5) “Delivery order” means a record that contains an order to deliver goods directed to a warehouse, carrier, or other person that in the ordinary course of business issues warehouse receipts or bills of lading.

(6) “Good faith” means honesty in fact and the observance of reasonable commercial standards of fair dealing.

(7) “Goods” means all things that are treated as movable for the purposes of a contract for storage or transportation.

(8) “Issuer” means a bailee that issues a document of title or, in the case of an unaccepted delivery order, the person that orders the possessor of goods to deliver. The term includes a person for which an agent or employee purports to act in issuing a document if the agent or employee has real or apparent authority to issue documents, even if the issuer did not receive any goods, the goods were misdescribed, or in any other respect the agent or employee violated the issuer’s instructions.

(9) “Person entitled under the document” means the holder, in the case of a negotiable document of title, or the person to which delivery of the goods is to be made by the terms of, or pursuant to instructions in a record under, a nonnegotiable document of title.

(10) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(11) “Sign” means, with present intent to authenticate or adopt a record:

(A) to execute or adopt a tangible symbol; or

(B) to attach to or logically associate with the record an electronic sound, symbol, or process.

(12) “Shipper” means a person that enters into a contract of transportation with a carrier.

(13) “Warehouse” means a person engaged in the business of storing goods for hire.

§ 8-102. DEFINITIONS.

(a) In this Article:

(1) “Adverse claim” means a claim that a claimant has a property interest in a financial asset and that it is a violation of the rights of the claimant for another person to hold, transfer, or deal with the financial asset.

(2) “Bearer form,” as applied to a certificated security, means a form in which the security is payable to the bearer of the security certificate according to its terms but not by reason of an indorsement.

(3) “Broker” means a person defined as a broker or dealer under the federal securities laws, but without excluding a bank acting in that capacity.

(4) “Certificated security” means a security that is represented by a certificate.

(5) “Clearing corporation” means:

(i) a person that is registered as a “clearing agency” under the federal securities laws;

(ii) a federal reserve bank; or

(iii) any other person that provides clearance or settlement services with respect to financial assets that would require it to register as a clearing agency under the federal securities laws but for an exclusion or exemption from the registration requirement, if its activities as a clearing corporation, including promulgation of rules, are subject to regulation by a federal or state governmental authority.

(6) “Communicate” means to:

(i) send a signed writing; or

(ii) transmit information by any mechanism agreed upon by the persons transmitting and receiving the information.

(7) “Entitlement holder” means a person identified in the records of a securities intermediary as the person having a security entitlement against the securities intermediary. If a person acquires a security entitlement by virtue of Section 8-501(b)(2) or (3), that person is the entitlement holder.

(8) “Entitlement order” means a notification communicated to a securities intermediary directing transfer or redemption of a financial asset to which the entitlement holder has a security entitlement.

(9) “Financial asset,” except as otherwise provided in Section 8-103, means:

(i) a security;

(ii) an obligation of a person or a share, participation, or other interest in a person or in property or an enterprise of a person, which is, or is of a type, dealt in or traded on financial markets, or which is recognized in any area in which it is issued or dealt in as a medium for investment; or

(iii) any property that is held by a securities intermediary for another person in a securities account if the securities intermediary has expressly agreed with the other person that the property is to be treated as a financial asset under this Article.

As context requires, the term means either the interest itself or the means by which a person’s claim to it is evidenced, including a certificated or uncertificated security, a security certificate, or a security entitlement.

(10) [reserved]

(11) “Indorsement” means a signature that alone or accompanied by other words is made on a security certificate in registered form or on a separate document for the purpose of assigning, transferring, or redeeming the security or granting a power to assign, transfer, or redeem it.

(12) “Instruction” means a notification communicated to the issuer of an uncertificated security which directs that the transfer of the security be registered or that the security be redeemed.

(13) “Registered form,” as applied to a certificated security, means a form in which:

(i) the security certificate specifies a person entitled to the security; and

(ii) a transfer of the security may be registered upon books maintained for that purpose by or on behalf of the issuer, or the security certificate so states.

(14) “Securities intermediary” means:

(i) a clearing corporation; or

(ii) a person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity.

(15) “Security,” except as otherwise provided in Section 8-103, means an obligation of an issuer or a share, participation, or other interest in an issuer or in property or an enterprise of an issuer:

(i) which is represented by a security certificate in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer;

(ii) which is one of a class or series or by its terms is divisible into a class or series of shares, participations, interests, or obligations; and

(iii) which:

(A) is, or is of a type, dealt in or traded on securities exchanges or securities markets; or

(B) is a medium for investment and by its terms expressly provides that it is a security governed by this Article.

(16) “Security certificate” means a certificate representing a security.

(17) “Security entitlement” means the rights and property interest of an entitlement holder with respect to a financial asset specified in Part 5.

(18) “Uncertificated security” means a security that is not represented by a certificate.

§ 9-102. DEFINITIONS AND INDEX OF DEFINITIONS.

(a) [Article 9 definitions.]

In this article:

(1) “Accession” means goods that    are physically united with other goods in such a manner that the identity of    the original goods is not lost.

(2) “Account”,    except as used in “account for”, means a right to payment of a monetary    obligation, whether or not earned by performance, (i) for property that has    been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (ii) for services rendered or to be rendered, (iii) for a policy of insurance    issued or to be issued, (iv) for a secondary obligation incurred or to be incurred, (v) for energy provided or to be provided, (vi) for the use or hire of a vessel    under a charter or other contract, (vii) arising out of the use of a credit or charge card or information contained on or for use with the card, or (viii) as winnings in a lottery or other game of chance operated or sponsored by a Stategovernmental    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 health-care-insurance    receivables. The term does not include (i) rights to payment evidenced by chattel    paper or an instrument, (ii) commercial    tort claims, (iii) deposit accounts, (iv) investment    property, (v) letter-of-credit rights or    letters of credit, or (vi) rights to payment for money or funds advanced or    sold, other than rights arising out of the use of a credit or charge card or information contained on or for use with the card.

(3) “Account        debtor” means a person obligated on an accountchattel        paper, or general intangible. The term        does not include persons obligated to pay a negotiable instrument, even if        the instrument constitutes part of chattel        paper.

(4) “Accounting”,    except as used in “accounting for”, means a record:

(A) authenticated by a secured        party;

(B) indicating the aggregate unpaid secured obligations    as of a date not more than 35 days earlier or 35 days later than the date of    the record; and

(C) identifying the components of the obligations in reasonable detail.

(5) “Agricultural        lien” means an interest in farm        products:

(A) which secures payment or performance of an obligation    for:

(i) goods or services furnished    in connection with a debtor‘s farming    operation; or

(ii) rent on real property leased by a debtor in    connection with its farming operation;

(B) which is created by statute in favor of a person that:

(i) in the ordinary course of its business furnished goods or    services to a debtor in connection with a debtor‘s farming    operation; or

(ii) leased real property to a debtor in    connection with the debtor’s farming operation;    and

(C) whose effectiveness does not depend on the person’s possession of the personal property.

(6) “As-extracted        collateral” means:

(A) oil, gas, or other minerals that are subject to a    security interest that:

(i) is created by a debtor having    an interest in the minerals before extraction; and

(ii) attaches to the minerals as extracted; or

(B) accounts arising out of the sale at the wellhead or Minehead of oil, gas, or other minerals in which the debtor had an interest before extraction.

(7) “Authenticate” means:

(A) to sign; or

(B) with present intent to adopt or accept a record, to attach to or logically associate with the record an electronic sound, symbol, or process.

(8) “Bank” means    an organization that is engaged in the business of banking. The term includes    savings banks, savings and loan associations, credit unions, and trust companies.

(9) “Cash        proceeds” means proceeds that are money,        checks, deposit accounts, or the like.

(10) “Certificate        of title” means a certificate of title with respect to which a        statute provides for the security interest in question to be indicated on the        certificate as a condition or result of the security interest’s obtaining priority     over the rights of a lien creditor with respect        to the collateral. The term includes another record maintained as an alternative to a certificate of title by the governmental unit that issues certificates of title if a statute permits the security interest in question to be indicated on the record as a condition or result of the security interest’s obtaining priority over the rights of a lien creditor with respect to the collateral.

(11) “Chattel        paper” means a record or records that evidence        both a monetary obligation and a security interest in specific goods,        a security interest in specific goods and software used        in the goods, a security interest in specific goods and license of software used in the goods, a lease of specific goods, or a lease of specific goods and license of software used in the goods. In this paragraph, “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.

(12) “Collateral” means    the property subject to a security interest or agricultural    lien. The term includes:

(A) proceeds to which a security    interest attaches;

(B) accountschattel        paperpayment intangibles, and promissory        notes that have been sold; and

(C) goods that are the subject of    a consignment.

(13) “Commercial        tort claim” means a claim arising in tort with respect to which:

(A) the claimant is an organization; or

(B) the claimant is an individual and the claim:

(i) arose in the course of the claimant’s business or    profession; and

(ii) does not include damages arising out of personal injury to or the death of an individual.

(14) “Commodity        account” means an account maintained by        a commodity intermediary in which a commodity        contract is carried for a commodity customer.

(15) “Commodity        contract” means a commodity futures contract, an option on a commodity        futures contract, a commodity option, or another contract if the contract or       option is:

(A) traded on or subject to the rules of a board of trade    that has been designated as a contract market for such a contract pursuant to    federal commodities laws; or

(B) traded on a foreign commodity board of trade, exchange,    or market, and is carried on the books of a commodity    intermediary for a commodity customer.

(16) “Commodity        customer” means a person for which a commodity        intermediary carries a commodity contract on        its books.

(17) “Commodity        intermediary” means a person that:

(A) is registered as a futures commission merchant under    federal commodities law; or

(B) in the ordinary course of its business provides clearance or settlement services for a board of trade that has been designated as a contract market pursuant to federal commodities law.

(18) “Communicate” means:

(A) to send a written or other tangible record;

(B) to transmit a record by any means agreed upon by the    persons sending and receiving the record; or

(C) in the case of transmission of a record to or by a filing        office, to transmit a record by any means prescribed by filing-office        rule.

(19) “Consignee” means    a merchant to which goods are delivered in a consignment.

(20) “Consignment” means    a transaction, regardless of its form, in which a person delivers goods to    a merchant for the purpose of sale and:

(A) the merchant:

(i) deals in goods of that kind under a name other than    the name of the person making delivery;

(ii) is not an auctioneer; and

(iii) is not generally known by its creditors to be substantially    engaged in selling the goods of others;

(B) with respect to each delivery, the aggregate value    of the goods is $1,000 or more at the time of delivery;

(C) the goods are not consumer        goods immediately before delivery; and

(D) the transaction does not create a security interest that secures an obligation.

(21) “Consignor” means    a person that delivers goods to a consignee in    a consignment.

(22) “Consumer        debtor” means a debtor in a consumer        transaction.

(23) “Consumer        goods” means goods that are used or bought        for use primarily for personal, family, or household purposes.

(24) “Consumer-goods        transaction” means a consumer transaction in        which:

(A) an individual incurs an obligation primarily for personal,    family, or household purposes; and

(B) a security interest in consumer        goods secures the obligation.

(25) “Consumer        obligor” means an obligor who is an individual        and who incurred the obligation as part of a transaction entered into primarily        for personal, family, or household purposes.

(26) “Consumer        transaction” means a transaction in which (i) an individual incurs        an obligation primarily for personal, family, or household purposes, (ii) a        security interest secures the obligation, and (iii) the collateral is        held or acquired primarily for personal, family, or household purposes. The        term includes consumer-goods transactions.

(27) “Continuation        statement” means an amendment of a financing        statement which:

(A) identifies, by its file number,    the initial financing statement to which it relates; and

(B) indicates that it is a continuation statement for,    or that it is filed to continue the effectiveness of, the identified financing statement.

(28) “Debtor” means:

(A) a person having an interest, other than a security    interest or other lien, in the collateral, whether    or not the person is an obligor;

(B) a seller of accountschattel        paperpayment intangibles, or promissory        notes; or

(C) a consignee.

(29) “Deposit        account” means a demand, time, savings, passbook, or similar account maintained        with a bank. The term does not include investment        property or accounts evidenced by an instrument.

(30) “Document” means    a document of title or a receipt of the type described in Section 7-201(2).

(31) “Electronic        chattel paper” means chattel paper evidenced        by a record or records consisting of information stored        in an electronic medium.

(32) “Encumbrance” means    a right, other than an ownership interest, in real property. The term includes mortgages and    other liens on real property.

(33) “Equipment” means goods other    than inventoryfarm products,    or consumer goods.

(34) “Farm        products” means goods, other than standing        timber, with respect to which the debtor is engaged        in a farming operation and which are:

(A) crops grown, growing, or to be grown, including:

(i) crops produced on trees, vines, and bushes; and

(ii) aquatic goods produced in aquacultural operations;

(B) livestock, born or unborn, including aquatic goods    produced in aquacultural operations;

(C) supplies used or produced in a farming        operation; or

(D) products of crops or livestock in their unmanufactured states.

(35) “Farming        operation” means raising, cultivating, propagating, fattening,        grazing, or any other farming, livestock, or aquacultural operation.

(36) “File        number” means the number assigned to an initial financing        statement pursuant to Section 9-519(a).

(37) “Filing        office” means an office designated in Section 9-501 as        the place to file a financing statement.

(38) “Filing-office        rule” means a rule adopted pursuant to Section 9-526.

(39) “Financing        statement” means a record or records composed        of an initial financing statement and any filed record relating to the initial        financing statement.

(40) “Fixture        filing” means the filing of a financing        statement covering goods that are or are to become        fixtures and satisfying Section 9-502(a) and (b).        The term includes the filing of a financing statement covering goods of a transmitting        utility which are or are to become fixtures.

(41) “Fixtures” means    goods that have become so related to particular real property that an interest    in them arises under real property law.

(42) “General        intangible” means any personal property, including things in action,        other than accountschattel        papercommercial tort claimsdeposit        accountsdocumentsgoodsinstrumentsinvestment        propertyletter-of-credit rights,        letters of credit, money, and oil, gas, or other minerals before extraction.        The term includes payment intangibles and software.

(43) “Good faith” means honesty in fact and the observance of reasonable commercial standards of fair dealing.

(44) “Goods” means    all things that are movable when a security interest attaches. The term includes    (i) fixtures, (ii) standing timber that is to be cut    and removed under a conveyance or contract for sale, (iii) the unborn young    of animals, (iv) crops grown, growing, or to be grown, even if the crops are produced on trees, vines, or bushes, and (v) manufactured    homes. The term also includes a computer program embedded in goods and any    supporting information provided in connection with a transaction relating to    the program if (i) the program is associated with the goods in such a manner that it customarily is considered part of the goods, or (ii) by becoming the    owner of the goods, a person acquires a right to use the program in connection with the goods. The term does not include a computer program embedded in goods    that consist solely of the medium in which the program is embedded. The term also does not include accountschattel    papercommercial tort claimsdeposit    accountsdocumentsgeneral    intangiblesinstrumentsinvestment    propertyletter-of-credit rights,    letters of credit, money, or oil, gas, or other minerals before extraction.

(45) “Governmental        unit” means a subdivision, agency, department, county, parish,        municipality, or other unit of the government of the United States, a State,        or a foreign country. The term includes an organization having a separate corporate        existence if the organization is eligible to issue debt on which interest is exempt from income taxation under the laws of the United States.

(46) “Health-care-insurance        receivable” means an interest in or claim under a policy of insurance        which is a right to payment of a monetary obligation for health-care goods or        services provided.

(47) “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, or (iii) writings that evidence a right to payment arising    out of the use of a credit or charge card or information contained on or for use with the card.

(48) “Inventory” means goods,    other than farm products, which:

(A) are leased by a person as lessor;

(B) are held by a person for sale or lease or to be furnished    under a contract of service;

(C) are furnished by a person under a contract of service;    or

(D) consist of raw materials, work in process, or materials used or consumed in a business.

(49) “Investment        property” means a security, whether certificated or uncertificated,        security entitlement, securities account, commodity        contract, or commodity account.

(50) “Jurisdiction        of organization”, with respect to a registered        organization, means the jurisdiction under whose law the organization is formed or         organized.

(51) “Letter-of-credit        right” means a right to payment or performance under a letter of        credit, whether or not the beneficiary has demanded or is at the time entitled        to demand payment or performance. The term does not include the right of a beneficiary to demand payment or performance under a letter of credit.

(52) “Lien        creditor” means:

(A) a creditor that has acquired a lien on the property    involved by attachment, levy, or the like;

(B) an assignee for benefit of creditors from the time    of assignment;

(C) a trustee in bankruptcy from the date of the filing    of the petition; or

(D) a receiver in equity from the time of appointment.

(53) “Manufactured        home” means a structure, transportable in one or more sections,        which, in the traveling mode, is eight body feet or more in width or 40 body        feet or more in length, or, when erected on site, is 320 or more square feet, and which is built on a permanent chassis and designed to be used as a dwelling        with or without a permanent foundation when connected to the required utilities, and includes the plumbing, heating, air-conditioning, and electrical systems contained therein. The term includes any structure that meets all of the requirements of this paragraph except the size requirements and with respect to which the manufacturer voluntarily files a certification required by the United States        Secretary of Housing and Urban Development and complies with the standards established under Title 42 of the United States Code.

(54) “Manufactured-home        transaction” means a secured transaction:

(A) that creates a purchase-money security interest in    a manufactured home, other than a manufactured    home held as inventory; or

(B) in which a manufactured        home, other than a manufactured home held as inventory,        is the primary collateral.

(55) “Mortgage” means    a consensual interest in real property, including fixtures,    which secures payment or performance of an obligation.

(56) “New        debtor” means a person that becomes bound as debtor under        Section 9-203(d) by a security        agreement previously entered into by another person.

(57) “New        value” means (i) money, (ii) money’s worth in property, services,        or new credit, or (iii) release by a transferee of an interest in property        previously transferred to the transferee. The term does not include an obligation       substituted for another obligation.

(58) “Noncash        proceeds” means proceeds other than cash        proceeds.

(59) “Obligor” means    a person that, with respect to an obligation secured by a security interest    in or an agricultural lien on the collateral,    (i) owes payment or other performance of the obligation, (ii) has provided property    other than the collateral to secure payment or other performance of the obligation, or (iii) is otherwise accountable in whole or in part for payment or other performance    of the obligation. The term does not include issuers or nominated persons under a letter of credit.

(60) “Original        debtor”, except as used in Section 9-310(c), means a person that, as debtor,        entered into a security agreement to which        a new debtor has become bound under Section 9-203(d).

(61) “Payment        intangible” means a general intangible under        which the account debtor‘s principal obligation        is a monetary obligation.

(62) “Person        related to”, with respect to an individual, means:

(A) the spouse of the individual;

(B) a brother, brother-in-law, sister, or sister-in-law    of the individual;

(C) an ancestor or lineal descendant of the individual    or the individual’s spouse; or

(D) any other relative, by blood or marriage, of the individual or the individual’s spouse who shares the same home with the individual.

(63) “Person        related to”, with respect to an organization, means:

(A) a person directly or indirectly controlling, controlled    by, or under common control with the organization;

(B) an officer or director of, or a person performing    similar functions with respect to, the organization;

(C) an officer or director of, or a person performing    similar functions with respect to, a person described in subparagraph (A);

(D) the spouse of an individual described in subparagraph    (A), (B), or (C); or

(E) an individual who is related by blood or marriage to an individual described in subparagraph (A), (B), (C), or (D) and shares the same home with the individual.

(64) “Proceeds”, except as used in Section 9-609(b), means    the following property:

(A) whatever is acquired upon the sale, lease, license,    exchange, or other disposition of collateral;

(B) whatever is collected on, or distributed on account    of, collateral;

(C) rights arising out of collateral;

(D) to the extent of the value of collateral,    claims arising out of the loss, nonconformity, or interference with the use    of, defects or infringement of rights in, or damage to, the collateral; or

(E) to the extent of the value of collateral and    to the extent payable to the debtor or the secured    party, insurance payable by reason of the loss or nonconformity of, defects    or infringement of rights in, or damage to, the collateral.

(65) “Promissory        note” means an instrument that evidences        a promise to pay a monetary obligation, does not evidence an order to pay,        and does not contain an acknowledgment by a bank that        the bank has received for deposit a sum of money or funds.

(66) “Proposal” means    a record authenticated by    a secured party which includes the terms on which    the secured party is willing to accept collateral in    full or partial satisfaction of the obligation it secures pursuant to Sections 9-6209-621,    and 9-622.

(67) “Public-finance        transaction” means a secured transaction in connection with which:

(A) debt securities are issued;

(B) all or a portion of the securities issued have an    initial stated maturity of at least 20 years; and

(C) the debtorobligorsecured        partyaccount debtor or other person obligated        on collateral, assignor or assignee of a secured        obligation, or assignor or assignee of a security interest is a State or        a governmental unit of a State.

(68)  “Public organic record” means a record that is available to the public for inspection and is:

(A) a record consisting of the record initially filed with or issued by a State or the United States to form or organize an organization and any record filed with or issued by the State or the United States which amends or restates the initial record;

(B) an organic record of a business trust consisting of the record initially filed with a State and any record filed with the State which amends or restates the initial record, if a statute of the State governing business trusts requires that the record be filed with the State; or

(C) a record consisting of legislation enacted by the legislature of a State or the Congress of the United States which forms or organizes an organization, any record amending the legislation, and any record filed with or issued by the State or the United States which amends or restates the name of the organization.

(69)  “Pursuant        to commitment”, with respect to an advance made or other value        given by a secured party, means pursuant to the        secured party’s obligation, whether or not a subsequent event of default or        other event not within the secured party’s control has relieved or may relieve   the secured party from its obligation.

(70) “Record”,    except as used in “for record”, “of record”, “record    or legal title”, and “record owner”, means information that is    inscribed on a tangible medium or which is stored in an electronic or other    medium and is retrievable in perceivable form.

(71) “Registered        organization” means an organization organized solely under the        law of a single State or the United States         by the filing of a public organic record with, the issuance of a public organic record by, or the enactment of legislation by the State or the United States.  The term includes a business trust that is formed or organized under the law of a single State if a statute of the State governing business trusts requires that the business trust’s organic record be filed with the State.

(72) “Secondary        obligor” means an obligor to the extent        that:

(A) the obligor’s obligation is secondary; or

(B) the obligor has a right of recourse with respect to    an obligation secured by collateral against the debtor,    another obligor, or property of either.

(73) “Secured        party” means:

(A) a person in whose favor a security interest is created    or provided for under a security agreement,    whether or not any obligation to be secured is outstanding;

(B) a person that holds an agricultural        lien;

(C) a consignor;

(D) a person to which accountschattel        paperpayment intangibles, or promissory        notes have been sold;

(E) a trustee, indenture trustee, agent, collateral agent,    or other representative in whose favor a security interest or agricultural    lien is created or provided for; or

(F) a person that holds a security interest arising under    Section 2-4012-5052-711(3), 2A-508(5), 4-210,    or 5-118.

(74) “Security        agreement” means an agreement that creates or provides for a security        interest.

(75) “Send”,    in connection with a record or notification, means:

(A) to deposit in the mail, deliver for transmission,    or transmit by any other usual means of communication, with postage or cost    of transmission provided for, addressed to any address reasonable under the circumstances; or

(B) to cause the record or notification to be received within the time that it would have been received if properly sent under subparagraph    (A).

(76) “Software” means    a computer program and any supporting information provided in connection with    a transaction relating to the program. The term does not include a computer program that is included in the definition of goods.

(77) “State” means    a State of the United States, the District of Columbia, Puerto Rico, the United    States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

(78) “Supporting        obligation” means a letter-of-credit        right or secondary obligation that supports the payment or performance        of an accountchattel paper,        a document, a general        intangible, an instrument, or investment        property.

(79) “Tangible        chattel paper” means chattel paper evidenced        by a record or records consisting of information that        is inscribed on a tangible medium.

(80) “Termination        statement” means an amendment of a financing        statement which:

(A) identifies, by its file number,    the initial financing statement to which it relates; and

(B) indicates either that it is a termination statement or that the identified financing statement is no longer effective.

(81) “Transmitting        utility” means a person primarily engaged in the business of:

(A) operating a railroad, subway, street railway, or trolley    bus;

(B) transmitting communications electrically, electromagnetically,    or by light;

(C) transmitting goods by pipeline    or sewer; or

(D) transmitting or producing and transmitting electricity,    steam, gas, or water.

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