1-201. General Definitions.

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(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 ordinary course of business may buy for cash, by
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.
(2) Other definitions applying to this Article or to specified Parts
thereof, and the sections in which they appear are:
"Acceptance". Section 2-606.
"Banker's credit". Section 2-325.
"Between Merchants". Section 2-104.
"Cancellation". Section 2-106(4).
"Commercial unit". Section 2-105.
"Confirmed credit". Section 2-325.
"Conforming to contract". Section 2-106.
"Contract for sale". Section 2-106.
"Cover". Section 2-712.
"Entrusting". Section 2-403.
"Financing agency". Section 2-104.
"Future Goods". Section 2-105.
"Goods". Section 2-105.
"Identification". Section 2-501.
"Installment contract". Section 2-612.
"Letter of Credit". Section 2-325.
"Lot". Section 2-105.
"Merchant". Section 2-104.
"Overseas". Section 2-323.
"Person in position of Seller". Section 2-707.
"Present sale". Section 2-106.
"Sale". Section 2-106.
"Sale on approval". Section 2-326.
"Sale or return". Section 2-326.
"Termination". Section 2-106.
(3) The following definitions in other Articles apply to this Article:
"Check". Section 3-104.
"Consignee". Section 7-102.
"Consignor". Section 7-102.
"Consumer Goods". Section 9-109.
"Dishonor". Section 3-507.
"Draft". Section 3-104.
(4) In addition Article 1 contains general definitions and principles
of construction and interpretation applicable throughout this
Article.

2-104. Definitions: "Merchant"; "Between

Merchants"; "Financing Agency".
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(1) "Merchant" means a person who deals in goods of the kind
or otherwise by his occupation holds himself out as having
knowledge or skill peculiar to the practices or goods involved in
the transaction or to whom such knowledge or skill may be
attributed by his employment of an agent or broker or other
intermediary who by his occupation holds himself out as having
such knowledge or skill.
(2) "Financing agency" means a bank, finance company or
other person who in the ordinary course of business makes
advances against goods or documents of title or who by
arrangement with either the seller or the buyer intervenes in
ordinary course to make or collect payment due or claimed under
the contract for sale, as by purchasing or paying the seller's draft
or making advances against it or by merely taking it for collection
whether or not documents of title accompany the draft.
"Financing agency" includes also a bank or other person who
similarly intervenes between persons who are in the position of
seller and buyer in respect to the goods (Section 2-707).
(3) "Between Merchants" means in any transaction with
respect to which both parties are chargeable with the knowledge
or skill of merchants.

2-105. Definitions: Transferability;

"Goods"; "Future" Goods; "Lot";
"Commercial Unit".
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(1) "Goods" means all things (including specially manufactured
goods) which are movable at the time of identification to the
contract for sale other than the money in which the price is to be
paid, investment securities (Article 8) and things in action.
"Goods" also includes the unborn young of animals and growing
crops and other identified things attached to realty as described
in the section on goods to be severed from realty (Section 2-
107).
(2) Goods must be both existing and identified before any
interest in them can pass. Goods which are not both existing and
identified are "future" goods. A purported present sale of future
goods or of any interest therein operates as a contractto sell.
(3) There may be a saleof a part interest in existing identified
goods.
(4) An undivided share in an identified bulk of fungible goods is
sufficiently identified to be sold although the quantity of the bulk
is not determined. Any agreed proportion of such a bulk or any
quantity thereof agreed upon by number, weight or other
measure may to the extent of the seller's interest in the bulk be
sold to the buyerwho then becomes an owner in common.
(5) "Lot" means a parcel or a single article which is the subject
matter of a separate sale or delivery, whether or not it is
sufficient to perform the contract.
(6) "Commercial unit" means such a unit of goods as by
commercial usage is a single whole for purposes of saleand
division of which materially impairs its character or value on the
market or in use. A commercial unit may be a single article (as a
machine) or a set of articles (as a suite of furniture or an
assortment of sizes) or a quantity (as a bale, gross, or carload) or
any other unit treated in use or in the relevant market as a single
whole.

2-106. Definitions: "Contract";

"Agreement"; "Contract for sale"; "Sale";
"Present sale"; "Conforming" to Contract;
"Termination"; "Cancellation".
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(1) In this Article unless the context otherwise requires
"contract" and "agreement" are limited to those relating to the
present or future sale of goods. "Contract for sale" includes
both a present sale of goods and a contract to sell goods at a
future time. A "sale" consists in the passing of title from the
seller to the buyer for a price (Section 2-401). A "present sale"
means a sale which is accomplished by the making of the
contract.
(2) Goods or conduct including any part of a performance are
"conforming" or conform to the contract when they are in
accordance with the obligations under the contract.
(3) "Termination" occurs when either party pursuant to a power
created by agreement or law puts an end to the contract
otherwise than for its breach. On "termination" all obligations
which are still executory on both sides are discharged but any
right based on prior breach or performance survives.
(4) "Cancellation" occurs when either party puts an end to the
contract for breach by the other and its effect is the same as that
of "termination" except that the cancelling party also retains any
remedy for breach of the whole contract or any unperformed
balance.

3-103. DEFINITIONS.
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(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.
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(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.
(b) Other definitions applying to this Article and the sections in which
they appear are:
"Agreement for electronic presentment" Section 4-110
"Collecting bank" Section 4-105
"Depositary bank" Section 4-105
"Intermediary bank" Section 4-105
"Payor bank" Section 4-105
"Presenting bank" Section 4-105
"Presentment notice" Section 4-110
(c) "Control" as provided in Section 7-106 and the following definitions
in other Articles apply to this Article:
"Acceptance" Section 3-409
"Alteration" Section 3-407
"Cashier's check" Section 3-104
"Certificate of deposit" Section 3-104
"Certified check" Section 3-409
"Check" Section 3-104
"Holder in due course" Section 3-302
"Instrument" Section 3-104
"Notice of dishonor" Section 3-503
"Order" Section 3-103
"Ordinary care" Section 3-103
"Person entitled to enforce" Section 3-301
"Presentment" Section 3-501
"Promise" Section 3-103
"Prove" Section 3-103
"Record" Section 3-103.
"Remotely-Created consumer item" Section 3-103.
"Teller's check" Section 3-104
"Unauthorized signature" Section 3-403
(d) In addition, Article 1 contains general definitions and principles of
construction and interpretation applicable throughout this Article.

4A-103. PAYMENT ORDER -

DEFINITIONS.
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(a) In this Article:
(1) "Payment order" means an instruction of a sender to a
receiving bank, transmitted orally, electronically, or in writing, to
pay, or to cause another bank to pay, a fixed or determinable
amount of money to a beneficiary if:
(i) the instruction does not state a condition to payment to the
beneficiary other than time of payment,
(ii) the receiving bank is to be reimbursed by debiting an account
of, or otherwise receiving payment from, the sender, and
(iii) the instruction is transmitted by the sender directly to the
receiving bank or to an agent, funds-transfer system, or
communication system for transmittal to the receiving bank.
(2) "Beneficiary" means the person to be paid by the
beneficiary's bank.
(3) "Beneficiary's bank" means the bank identified in a
payment order in which an account of the beneficiary is to be
credited pursuant to the order or which otherwise is to make
payment to the beneficiary if the order does not provide for
payment to an account.
(4) "Receiving bank" means the bank to which the sender's
instruction is addressed.
(5) "Sender" means the person giving the instruction to the
receiving bank.
(b) If an instruction complying with subsection (a)(1) is to make more
than one payment to a beneficiary, the instruction is a separate
payment order with respect to each payment.
(c) A payment order is issued when it is sent to the receiving bank.
4A-104. FUNDS TRANSFER -
DEFINITIONS.
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In this Article:
(a) "Funds transfer" means the series of transactions, beginning with
the originator's payment order, made for the purpose of making
payment to the beneficiary of the order. The term includes any
payment order issued by the originator's bank or an intermediary bank
intended to carry out the originator's payment order. A funds transfer
is completed by acceptance by the beneficiary's bank of a payment
order for the benefit of the beneficiary of the originator's payment
order.
(b) "Intermediary bank" means a receiving bank other than the
originator's bank or the beneficiary's bank.
(c) "Originator" means the sender of the first payment order in a
funds transfer.
(d) "Originator's bank" means (i) the receiving bank to which the
payment order of the originator is issued if the originator is not a
bank, or (ii) the originator if the originator is a bank.

4A-105. OTHER DEFINITIONS.

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(a) In this Article:
(1) "Authorized account" means a deposit account of a
customer in a bank designated by the customer as a source of
payment of payment orders issued by the customer to the bank.
If a customer does not so designate an account, any account of
the customer is an authorized account if payment of a payment
order from that account is not inconsistent with a restriction on
the use of that account.
(2) "Bank" means a person engaged in the business of banking
and includes a savings bank, savings and loan association, credit
union, and trust company. A branch or separate office of a bank is
a separate bank for purposes of this Article.
(3) "Customer" means a person, including a bank, having an
account with a bank or from whom a bank has agreed to receive
payment orders.
(4) "Funds-transfer business day" of a receiving bank means
the part of a day during which the receiving bank is open for the
receipt, processing, and transmittal of payment orders and
cancellations and amendments of payment orders.
(5) "Funds-transfer system" means a wire transfer network,
automated clearing house, or other communication system of a
clearing house or other association of banks through which a
payment order by a bank may be transmitted to the bank to
which the order is addressed.
(6) [reserved]
(7) "Prove" with respect to a fact means to meet the burden of
establishing the fact (Section 1-201(b)(8)).
(b) Other definitions applying to this Article and the sections in which
they appear are:
"Acceptance" Section 4A-209
"Beneficiary" Section 4A-103
"Beneficiary's bank" Section 4A-103
"Executed" Section 4A-301
"Execution date" Section 4A-301
"Funds transfer" Section 4A-104
"Funds-transfer system rule" Section 4A-501
"Intermediary bank" Section 4A-104
"Originator" Section 4A-104
"Originator's bank" Section 4A-104
"Payment by beneficiary's bank to beneficiary" Section 4A-
405
"Payment by originator tobeneficiary" Section 4A-406
"Payment by sender to receiving bank" Section 4A-403
"Payment date" Section 4A-401
"Payment order" Section 4A-103
"Receiving bank" Section 4A-103
"Security procedure" Section 4A-201
"Sender" Section 4A-103
(c) The following definitions in Article 4 apply to this Article:
"Clearing house" Section 4-104
"Item" Section 4-104
"Suspends payments" Section 4-104
(d) In addition Article 1 contains general definitions and principles of
construction and interpretation applicable throughout this Article.

5-102. Definitions.
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(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.
(b) Definitions in other Articles applying to this article and the sections
in which they appear are:
"Accept" or "Acceptance" Section 3-409
"Value" Sections 3-303, 4-211
(c) Article 1 contains certain additional general definitions and
principles of construction and interpretation applicable throughout this
article.

6-102. Definitions and Index of

Definitions.
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(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.
(2) The following definitions in other Articles apply to this Article:
(a) "Buyer." Section 2-103(1)(a).
(b) "Equipment." Section 9-102(a)(33).
(c) "Inventory." Section 9-102(a)(48).
(d) "Sale." Section 2-106(1).
(e) "Seller." Section 2-103(1)(d).
(3) In addition, Article 1 contains general definitions and principles of
construction and interpretation applicable throughout this Article.

7-102. Definitions and Index of

Definitions.
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(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.
(b) Definitions in other articles applying to this article and the
sections in which they appear are:
(1) "Contract for sale", Section 2-106.
(2) "Lessee in ordinary course of business", Section 2A-103.
(3) "Receipt" of goods, Section 2-103.
(c) In addition, Article 1 contains general definitions and
principles of construction and interpretation applicable throughout
this article.

8-102. DEFINITIONS.
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(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.
(b) Other definitions applying to this Article and the sections in which
they appear are:
Appropriate person Section 8-107
Control Section 8-106
Delivery Section 8-301
Investment company security Section 8-103
Issuer Section 8-201
Overissue Section 8-210
Protected purchaser Section 8-303
Securities account Section 8-501
(c) In addition, Article 1 contains general definitions and principles of
construction and interpretation applicable throughout this Article.
(d) The characterization of a person, business, or transaction for
purposes of this Article does not determine the characterization of the
person, business, or transaction for purposes of any other law,
regulation, or rule.

9-102. DEFINITIONS AND INDEX OF

DEFINITIONS.
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(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
State, governmental unit of a State, or person licensed or
authorized to operate the game by a State or governmental unit
of a State. The term includes 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 account,
chattel 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 interests 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) accounts, chattel paper, payment 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 accounts, chattel paper, payment 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 inventory, farm
products, or consumer goods.
(34) "Farm products" means goods, other than standing timber,
with respect to which the debtor is engaged in a farming
operation and which are:
(A) crops grown, growing, or to be grown, including:
(i) crops produced on trees, vines, and bushes; and
(ii) aquatic goods produced in aquacultural operations;
(B) livestock, born or unborn, including aquatic goods produced in
aquacultural operations;
(C) supplies used or produced in a farming operation; or
(D) products of crops or livestock in their unmanufactured states.
(35) "Farming operation" means raising, cultivating,
propagating, fattening, grazing, or any other farming, livestock,
or aquacultural operation.
(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 accounts, chattel paper,
commercial tort claims, deposit accounts, documents, goods,
instruments, investment property, letter-of-credit rights, letters
of credit, money, and oil, gas, or other minerals before extraction.
The term includes 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
accounts, chattel paper, commercial tort claims, deposit
accounts, documents, general intangibles, instruments,
investment property, letter-of-credit rights, letters of credit,
money, or oil, gas, or other minerals before extraction.
(45) "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 9-620, 9-621, 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 debtor, obligor, secured party, account debtor or other
person obligated on collateral, assignor or assignee of a secured
obligation, or assignor or assignee of a security interest is a State
or a governmental unit of a State.
(68) "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 trusts 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 accounts, chattel paper, payment
intangibles, or promissory notes have been sold;
(E) a trustee, indenture trustee, agent, collateral agent, or other
representative in whose favor a security interest or agricultural
lien is created or provided for; or
(F) a person that holds a security interest arising under Section
2-401, 2-505, 2-711(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 account, chattel 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.
(b) [Definitions in other articles.]
The following definitions in other articles apply to this article:
"Applicant" Section 5-102.
"Beneficiary" Section 5-102.
"Broker" Section 8-102.
"Certificated security" Section 8-102.
"Check" Section 3-104.
"Clearing corporation" Section 8-102.
"Contract for sale" Section 2-106.
"Customer" Section 4-104.
"Entitlement holder" Section 8-102.
"Financial asset" Section 8-102.
"Holder in due course" Section 3-302.
"Issuer" (with respect to a letter of credit or letter-of-credit right)
Section 5-102.
"Issuer" (with respect to a security) Section 8-201.
"Issuer" (with respect to documents of title) Section 7-102.
"Lease" Section 2A-103.
"Lease agreement" Section 2A-103.
"Lease contract" Section 2A-103.
"Leasehold interest" Section 2A-103.
"Lessee" Section 2A-103.
"Lessee in ordinary course of business" Section 2A-103.
"Lessor" Section 2A-103.
"Lessor's residual interest" Section 2A-103.
"Letter of credit" Section 5-102.
"Merchant" Section 2-104.
"Negotiable instrument" Section 3-104.
"Nominated person" Section 5-102.
"Note" Section 3-104.
"Proceeds of a letter of credit" Section 5-114.
"Prove" Section 3-103.
"Sale" Section 2-106.
"Securities account" Section 8-501.
"Securities intermediary" Section 8-102.
"Security" Section 8-102.
"Security certificate" Section 8-102.
"Security entitlement" Section 8-102.
"Uncertificated security" Section 8-102.
(c) [Article 1 definitions and principles.]
Article 1 contains general definitions and principles of
construction and interpretation applicable throughout this article.