The New York State Senate

UNIFORM COMMERCIAL CODE

ARTICLE 1

GENERAL PROVISIONS

PART 1

SHORT TITLE, CONSTRUCTION, APPLICATION AND

SUBJECT MATTER OF THE ACT
Section 1--101. Short Title

1--102. Scope of Article

1--103. Construction of Uniform Commercial Code to Promote its

Purposes and Policies; Applicability of Supplemental

Principles of Law

1--104. Construction Against Implied Repeal

1--105. Severability

1--106. Use of Singular and Plural; Gender

1--107. Section Captions

1--108. Relation to Electronic Signatures in Global and National

Commerce Act

PART 2

GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION
Section 1--201. General Definitions

1--202. Notice; Knowledge

1--203. Lease Distinguished From Security Interest

1--204. Value

1--205. Reasonable Time; Seasonableness

1--206. Presumptions

1--207. Statute of Frauds for Kinds of Personal Property Not

Otherwise Covered

PART 3

TERRITORIAL APPLICABILITY AND GENERAL RULES

1--301. Territorial Applicability; Parties' Power to Choose

Applicable Law

1--302. Variation by Agreement

1--303. Course of Performance, Course of Dealing, and Usage of

Trade

1--304. Obligation of Good Faith

1--305. Remedies to be Liberally Administered

1--306. Waiver or Renunciation of Claim or Right After Breach

1--307. Prima Facie evidence by Third-party Documents

1--308. Performance or Acceptance Under Reservation of Rights

1--309. Option to Accelerate at Will

1--310. Subordinated Obligations

ARTICLE 2

SALES

PART 1

SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER
Section 2--101. Short Title

2--102. Scope; Certain Security and Other Transactions Excluded

From This Article

2--103. Definitions and Index of Definitions

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

Agency"

2--105. Definitions: Transferability; "Goods"; "Future" Goods;

"Lot"; "Commercial Unit"

2--106. Definitions. "Contract"; "Agreement"; "Contract for

Sale"; "Sale"; "Present Sale"; "Conforming" to

Contract; "Termination"; "Cancellation"

2--107. Goods to Be Severed From Realty: Recording

PART 2

FORM, FORMATION AND READJUSTMENT OF CONTRACT
Section 2--201. Formal Requirements; Statute of Frauds

2--202. Final Written Expression: Parol or Extrinsic Evidence

2--203. Seals Inoperative

2--204. Formation in General

2--205. Firm Offers

2--206. Offer and Acceptance in Formation of Contract

2--207. Additional Terms in Acceptance or Confirmation

2--208. Course of Performance or Practical Construction

2--209. Modification, Rescission and Waiver

2--210. Delegation of Performance; Assignment of Rights

PART 3

GENERAL OBLIGATION AND CONSTRUCTION

OF CONTRACT
Section 2--301. General Obligations of Parties

2--302. Unconscionable Contract or Clause

2--303. Allocation or Division of Risks

2--304. Price Payable in Money, Goods, Realty, or Otherwise

2--305. Open Price Term

2--306. Output, Requirements and Exclusive Dealings

2--307. Delivery in Single Lot or Several Lots

2--308. Absence of Specified Place for Delivery

2--309. Absence of Specific Time Provisions; Notice of

Termination

2--310. Open Time for Payment or Running of Credit; Authority to

Ship Under Reservation

2--311. Options and Cooperation Respecting Performance

2--312. Warranty of Title and Against Infringement; Buyer's

Obligation Against Infringement

2--313. Express Warranties by Affirmation, Promise, Description,

Sample

2--314. Implied Warranty: Merchantability; Usage of Trade

2--315. Implied Warranty: Fitness for Particular Purpose

2--316. Exclusion or Modification of Warranties

2--317. Cumulation and Conflict of Warranties Express or Implied

2--318. Third Party Beneficiaries of Warranties Express or

Implied

2--319. F.O.B. and F.A.S. Terms

2--320. C.I.F. and C.& F. Terms

2--321. C.I.F. or C.& F.: "Net Landed Weights"; "Payment on

Arrival"; Warranty of Condition on Arrival

2--322. Delivery "Ex-Ship"

2--323. Form of Bill of Lading Required in Overseas Shipment;

"Overseas"

2--324. "No Arrival, No Sale" Term

2--325. "Letter of Credit" Term; "Confirmed Credit"

2--326. Sale on Approval and Sale or Return; Rights of Creditors

2--327. Special Incidents of Sale on Approval and Sale or Return

2--328. Sale by Auction

PART 4

TITLE, CREDITORS AND GOOD FAITH PURCHASERS
Section 2--401. Passing of Title; Reservation for Security; Limited

Application of This Section

2--402. Rights of Seller's Creditors Against Sold Goods

2--403. Power to Transfer; Good Faith Purchase of Goods;

"Entrusting"

PART 5

PERFORMANCE
Section 2--501. Insurable Interest in Goods; Manner of Identification of

Goods

2--502. Buyer's Right to Goods on Seller's Repudiation, Failure

to Deliver, or Insolvency

2--503. Manner of Seller's Tender of Delivery

2--504. Shipment by Seller

2--505. Seller's Shipment Under Reservation

2--506. Rights of Financing Agency

2--507. Effect of Seller's Tender; Delivery on Condition

2--508. Cure by Seller of Improper Tender or Delivery;

Replacement

2--509. Risk of Loss in the Absence of Breach

2--510. Effect of Breach on Risk of Loss

2--511. Tender of Payment by Buyer; Payment by Check

2--512. Payment by Buyer Before Inspection

2--513. Buyer's Right to Inspection of Goods

2--514. When Documents Deliverable on Acceptance; When on

Payment

2--515. Preserving Evidence of Goods in Dispute

PART 6

BREACH, REPUDIATION AND EXCUSE
Section 2--601. Buyer's Rights on Improper Delivery

2--602. Manner and Effect of Rightful Rejection

2--603. Merchant Buyer's Duties as to Rightfully Rejected Goods

2--604. Buyer's Options as to Salvage of Rightfully Rejected

Goods

2--605. Waiver of Buyer's Objections by Failure to Particularize

2--606. What Constitutes Acceptance of Goods

2--607. Effect of Acceptance; Notice of Breach; Burden of

Establishing Breach After Acceptance; Notice of Claim

or Litigation to Person Answerable Over

2--608. Revocation of Acceptance in Whole or in Part

2--609. Right to Adequate Assurance of Performance

2--610. Anticipatory Repudiation

2--611. Retraction of Anticipatory Repudiation

2--612. "Installment Contract"; Breach

2--613. Casualty to Identified Goods

2--614. Substituted Performance

2--615. Excuse by Failure of Presupposed Conditions

2--616. Procedure on Notice Claiming Excuse

PART 7

REMEDIES
Section 2--701. Remedies for Breach of Collateral Contracts Not Impaired

2--702. Seller's Remedies on Discovery of Buyer's Insolvency

2--703. Seller's Remedies in General

2--704. Seller's Right to Identify Goods to the Contract

Notwithstanding Breach or to Salvage Unfinished Goods

2--705. Seller's Stoppage of Delivery in Transit or Otherwise

2--706. Seller's Resale Including Contract for Resale

2--707. "Person in the Position of a Seller"

2--708. Seller's Damages for Non-acceptance or Repudiation

2--709. Action for the Price

2--710. Seller's Incidental Damages

2--711. Buyer's Remedies in General; Buyer's Security Interest

in Rejected Goods

2--712. "Cover"; Buyer's Procurement of Substitute Goods

2--713. Buyer's Damages for Non-Delivery or Repudiation

2--714. Buyer's Damages for Breach in Regard to Accepted Goods

2--715. Buyer's Incidental and Consequential Damages

2--716. Buyer's Right to Specific Performance or Replevin

2--717. Deduction of Damages From the Price

2--718. Liquidation or Limitation of Damages; Deposits

2--719. Contractual Modification or Limitation of Remedy

2--720. Effect of "Cancellation" or "Rescission" on Claims for

Antecedent Breach

2--721. Remedies for Fraud

2--722. Who Can Sue Third Parties for Injury to Goods

2--723. Proof of Market Price: Time and Place

2--724. Admissibility of Market Quotations

2--725. Statute of Limitations in Contracts for Sale

ARTICLE 2-A

LEASES

PART 1

GENERAL PROVISIONS
Section 2-A-101. Short Title

2-A-102. Scope

2-A-103. Definitions and Index of Definitions

2-A-104. Leases Subject to Other Law

2-A-105. Territorial Application of Article to Goods Covered by

Certificate of Title

2-A-106. Limitation on Power of Parties to Consumer Lease to

Choose Applicable Law and Judicial Forum

2-A-107. Waiver or Renunciation of Claim or Right After Default

2-A-108. Unconscionability

2-A-109. Option to Accelerate at Will

PART 2

FORMATION AND CONSTRUCTION OF LEASE CONTRACT
Section 2-A-201. Statute of Frauds

2-A-202. Final Written Expression: Parol or Extrinsic Evidence

2-A-203. Seals Inoperative

2-A-204. Formation in General

2-A-205. Firm Offers

2-A-206. Offer and Acceptance in Formation of Lease Contract

2-A-208. Modification, Rescission and Waiver

2-A-209. Lessee Under Finance Lease as Beneficiary of Supply

Contract

2-A-210. Express Warranties

2-A-211. Warranties Against Interference and Against

Infringement; Lessee's Obligation Against

Infringement

2-A-212. Implied Warranty of Merchantability

2-A-213. Implied Warranty of Fitness for Particular Purpose

2-A-214. Exclusion or Modification of Warranties

2-A-215. Cumulation and Conflict of Warranties Express or

Implied

2-A-216. Third-Party Beneficiaries of Express or Implied

Warranties

2-A-217. Identification

2-A-218. Insurance and Proceeds

2-A-219. Risk of Loss

2-A-220. Effect of Default on Risk of Loss

2-A-221. Casualty to Identified Goods

PART 3

EFFECT OF LEASE CONTRACT
Section 2-A-301. Enforceability of Lease Contract

2-A-302. Title to and Possession of Goods

2-A-303. Alienability of Party's Interest Under Lease Contract

or of Lessor's Residual Interest in Goods; Delegation

of Performance; Transfer of Rights

2-A-304. Subsequent Lease of Goods by Lessor

2-A-305. Sale or Sublease of Goods by Lessee

2-A-306. Priority of Certain Liens Arising by Operation of Law

2-A-307. Priority of Liens Arising by Attachment or Levy on,

Security Interests in, and Other Claims to Goods

2-A-308. Special Rights of Creditors

2-A-309. Lessor's and Lessee's Rights When Goods Become Fixtures

2-A-310. Lessor's and Lessee's Rights When Goods Become

Accessions

2-A-311. Priority Subject to Subordination

PART 4

PERFORMANCE OF LEASE CONTRACT: REPUDIATED, SUBSTITUTED AND EXCUSED
Section 2-A-401. Insecurity: Adequate Assurance of Performance

2-A-402. Anticipatory Repudiation

2-A-403. Retraction of Anticipatory Repudiation

2-A-404. Substituted Performance

2-A-405. Excused Performance

2-A-406. Procedure on Excused Performance

2-A-407. Irrevocable Promises: Finance Leases

PART 5

DEFAULT

A. IN GENERAL
Section 2-A-501. Default: Procedure

2-A-502. Notice After Default

2-A-503. Modification or Impairment of Rights and Remedies

2-A-504. Liquidation of Damages

2-A-505. Cancellation and Termination and Effect of

Cancellation, Termination, Rescission, or Fraud on

Rights and Remedies

2-A-506. Statute of Limitations

2-A-507. Proof of Market Rent: Time and Place

B. DEFAULT BY LESSOR
Section 2-A-508. Lessee's Remedies

2-A-509. Lessee's Rights on Improper Delivery: Rightful

Rejection

2-A-510. Installment Lease Contracts: Rejection and Default

2-A-511. Merchant Lessee's Duties as to Rightfully Rejected

Goods

2-A-512. Lessee's Duties as to Rightfully Rejected Goods

2-A-513. Cure by Lessor of Improper Tender or Delivery;

Replacement

2-A-514. Waiver of Lessee's Objections

2-A-515. Acceptance of Goods

2-A-516. Effect of Acceptance of Goods; Notice of Default;

Burden of Establishing Default After Acceptance;

Notice of Claim or Litigation to Person Answerable

Over

2-A-517. Revocation of Acceptance of Goods

2-A-518. Cover; Substitute Goods

2-A-519. Lessee's Damages for Non-delivery, Repudiation,

Default, and Breach of Warranty in Regard to Accepted

Goods

2-A-520. Lessee's Incidental and Consequential Damages

2-A-521. Lessee's Right to Specific Performance or Replevin

2-A-522. Lessee's Right to Goods on Lessor's Insolvency

C. DEFAULT BY LESSEE
Section 2-A-523. Lessor's Remedies

2-A-524. Lessor's Right to Identify Goods to Lease Contract

2-A-525. Lessor's Right to Possession of Goods

2-A-526. Lessor's Stoppage of Delivery in Transit or Otherwise

2-A-527. Lessor's Rights to Dispose of Goods

2-A-528. Lessor's Damages for Non-acceptance, Failure to Pay,

Repudiation, or Other Default

2-A-529. Lessor's Action for the Rent

2-A-530. Lessor's Incidental Damages

2-A-531. Standing to Sue Third Parties for Injury to Goods

2-A-532. Lessor's Rights to Residual Interest

ARTICLE 3

COMMERCIAL PAPER

PART 1

SHORT TITLE, FORM AND INTERPRETATION
Section 3--101. Short Title.

3--102. Definitions and Index of Definitions

3--103. Limitations on Scope of Article

3--104. Form of Negotiable Instruments; "Draft"; "Check";

"Certificate of Deposit"; "Note"

3--105. When Promise or Order Unconditional

3--106. Sum Certain

3--107. Money

3--108. Payable on Demand

3--109. Definite Time

3--110. Payable to Order

3--111. Payable to Bearer

3--112. Terms and Omissions Not Affecting Negotiability

3--113. Seal

3--114. Date, Antedating, Postdating

3--115. Incomplete Instruments

3--116. Instruments Payable to Two or More Persons

3--117. Instruments Payable With Words of Description

3--118. Ambiguous Terms and Rules of Construction

3--119. Other Writings Affecting Instrument

3--120. Instruments "Payable Through" Bank

3--121. Instruments Payable at Bank

3--122. Accrual of Cause of Action

PART 2

TRANSFER AND NEGOTIATION
Section 3--201. Transfer: Right to Indorsement

3--202. Negotiation

3--203. Wrong or Misspelled Name

3--204. Special Indorsement; Blank Indorsement

3--205. Restrictive Indorsements

3--206. Effect of Restrictive Indorsement

3--207. Negotiation Effective Although It May Be Rescinded

3--208. Reacquisition

PART 3

RIGHTS OF A HOLDER
Section 3--301. Rights of a Holder

3--302. Holder in Due Course

3--303. Taking for Value

3--304. Notice to Purchaser

3--305. Rights of a Holder in Due Course

3--306. Rights of One Not Holder in Due Course

3--307. Burden of Establishing Signatures, Defenses and Due

Course

PART 4

LIABILITY OF PARTIES
Section 3--401. Signature

3--402. Signature in Ambiguous Capacity

3--403. Signature by Authorized Representative

3--404. Unauthorized Signatures

3--405. Impostors; Signature in Name of Payee

3--406. Negligence Contributing to Alteration or Unauthorized

Signature

3--407. Alteration

3--408. Consideration

3--409. Draft Not an Assignment

3--410. Definition and Operation of Acceptance

3--411. Certification of a Check

3--412. Acceptance Varying Draft

3--413. Contract of Maker, Drawer and Acceptor

3--414. Contract of Indorser; Order of Liability

3--415. Contract of Accommodation Party

3--416. Contract of Guarantor

3--417. Warranties on Presentment and Transfer

3--418. Finality of Payment or Acceptance

3--419. Conversion of Instrument; Innocent Representative

PART 5

PRESENTMENT, NOTICE OF DISHONOR AND PROTEST
Section 3--501. When Presentment, Notice of Dishonor, and Protest

Necessary or Permissible

3--502. Unexcused Delay; Discharge

3--503. Time of Presentment

3--504. How Presentment Made

3--505. Rights of Party to Whom Presentment Is Made

3--506. Time Allowed for Acceptance or Payment

3--507. Dishonor; Holder's Right of Recourse; Term Allowing

Re-Presentment

3--508. Notice of Dishonor

3--509. Protest; Noting for Protest

3--510. Evidence of Dishonor and Notice of Dishonor

3--511. Waived or Excused Presentment, Protest or Notice of

Dishonor or Delay Therein

PART 6

DISCHARGE
Section 3--601. Discharge of Parties

3--602. Effect of Discharge Against Holder in Due Course

3--603. Payment or Satisfaction

3--604. Tender of Payment

3--605. Cancellation and Renunciation

3--606. Impairment of Recourse or of Collateral

PART 7

ADVICE OF INTERNATIONAL SIGHT DRAFT
Section 3--701. Letter of Advice of International Sight Draft

PART 8

MISCELLANEOUS
Section 3--801. Drafts in a Set

3--802. Effect of Instrument on Obligation for Which It Is Given

3--803. Notice to Third Party

3--804. Lost, Destroyed or Stolen Instruments

3--805. Instruments Not Payable to Order or to Bearer

ARTICLE 4

BANK DEPOSITS AND COLLECTIONS

PART 1 GENERAL PROVISIONS AND DEFINITIONS
Section 4--101. Short Title

4--102. Applicability

4--103. Variation by Agreement; Measure of Damages; Certain

Action Constituting Ordinary Care

4--104. Definitions and Index of Definitions

4--105. "Depositary Bank"; "Intermediary Bank"; "Collecting

Bank"; "Payor Bank"; "Presenting Bank"; "Remitting

Bank"

4--106. Separate Office of a Bank

4--107. Time of Receipt of Items

4--108. Delays

4--109. Process of Posting

PART 2

COLLECTION OF ITEMS: DEPOSITARY AND COLLECTING BANKS
Section 4--201. Presumption and Duration of Agency Status of Collecting

Banks and Provisional Status of Credits; Applicability

of Article; Item Indorsed "Pay Any Bank"

4--202. Responsibility for Collection; When Action Seasonable

4--203. Effect of Instructions

4--204. Methods of Sending and Presenting; Sending Direct to

Payor Bank

4--205. Supplying Missing Indorsement; No Notice From Prior

Indorsement

4--206. Transfer Between Banks

4--207. Warranties of Customer and Collecting Bank on Transfer

or Presentment of Items; Time for Claims

4--208. Security Interest of Collecting Bank in Items,

Accompanying Documents and Proceeds

4--209. When Bank Gives Value for Purposes of Holder in Due

Course

4--210. Presentment by Notice of Item Not Payable by, Through or

at a Bank; Liability of Secondary Parties

4--211. Media of Remittance; Provisional and Final Settlement in

Remittance Cases

4--212. Right of Charge-Back or Refund

4--213. Final Payment of Item by Payor Bank; When Provisional

Debits and Credits Become Final; When Certain Credits

Become Available for Withdrawal

4--214. Insolvency and Preference

PART 3

COLLECTION OF ITEMS: PAYOR BANKS
Section 4--301. Deferred Posting; Recovery of Payment by Return of

Items; Time of Dishonor

4--302. Payor Bank's Responsibility for Late Return of Item

4--303. When Items Subject to Notice, Stop-Order, Legal Process

or Setoff; Order in Which Items May Be Charged or

Certified

PART 4

RELATIONSHIP BETWEEN PAYOR BANK AND ITS CUSTOMER
Section 4--401. When Bank May Charge Customer's Account

4--402. Bank's Liability to Customer for Wrongful Dishonor

4--403. Customer's Right to Stop Payment; Burden of Proof of

Loss

4--404. Bank Not Obligated to Pay Check More Than Six Months Old

4--405. Death or Incompetence of Customer

4--406. Customer's Duty to Discover and Report Unauthorized

Signature or Alteration

4--407. Payor Bank's Right to Subrogation on Improper Payment

4--408. Rights and Liabilities of Remitter or Payee With Respect

to Cashier's Check, Teller's Check and Certified Check

PART 5

COLLECTION OF DOCUMENTARY DRAFTS
Section 4--501. Handling of Documentary Drafts; Duty to Send for

Presentment and to Notify Customer of Dishonor

4--502. Presentment of "On Arrival" Drafts

4--503. Responsibility of Presenting Bank for Documents and

Goods; Report of Reasons for Dishonor; Referee in Case

of Need

4--504. Privilege of Presenting Bank to Deal With Goods;

Security Interest for Expenses

ARTICLE 4-A

FUNDS TRANSFERS

PART 1

SUBJECT MATTER AND DEFINITIONS
Section 4-A-101. Short Title

4-A-102. Subject Matter

4-A-103. Payment Order-Definitions

4-A-104. Funds Transfer-Definitions

4-A-105. Other Definitions

4-A-106. Time Payment Order is Received

4-A-107. Federal Reserve Regulations and Operating Circulars

4-A-108. Relationship to Electronic Fund Transfer Act

PART 2

ISSUE AND ACCEPTANCE OF PAYMENT ORDER
Section 4-A-201. Security Procedure

4-A-202. Authorized and Verified Payment Orders

4-A-203. Unenforceability of Certain Verified Payment Orders

4-A-204. Refund of Payment and Duty of Customer to Report With

Respect to Unauthorized Payment Order

4-A-205. Erroneous Payment Orders

4-A-206. Transmission of Payment Order Through Funds-Transfer or

Other Communication System

4-A-207. Misdescription of Beneficiary

4-A-208. Misdescription of Intermediary Bank or Beneficiary's

Bank

4-A-209. Acceptance of Payment Order

4-A-210. Rejection of Payment Order

4-A-211. Cancellation and Amendment of Payment Order

4-A-212. Liability and Duty of Receiving Bank Regarding

Unaccepted Payment Order

PART 3

EXECUTION OF SENDER'S PAYMENT

ORDER BY RECEIVING BANK
Section 4-A-301. Execution and Execution Date

4-A-302. Obligations of Receiving Bank in Execution of Payment

Order

4-A-303. Erroneous Execution of Payment Order

4-A-304. Duty of Sender to Report Erroneously Executed Payment

Order

4-A-305. Liability for Late or Improper Execution or Failure to

Execute Payment Order

PART 4

PAYMENT
Section 4-A-401. Payment Date

4-A-402. Obligation of Sender to Pay Receiving Bank

4-A-403. Payment by Sender to Receiving Bank

4-A-404. Obligation of Beneficiary's Bank to Pay and Give Notice

to Beneficiary

4-A-405. Payment by Beneficiary's Bank to Beneficiary

4-A-406. Payment by Originator to Beneficiary; Discharge of

Underlying Obligation

PART 5

MISCELLANEOUS PROVISIONS
Section 4-A-501. Variation by Agreement and Effect of Funds-Transfer

System Rule

4-A-502. Creditor Process Served on Receiving Bank; Set Off by

Beneficiary's Bank

4-A-503. Injunction or Restraining Order with Respect to Funds

Transfer

4-A-504. Order in Which Items and Payment Orders May Be Charged

to Account; Order of Withdrawals From Account

4-A-505. Preclusion of Objection to Debit of Customer's Account

4-A-506. Rate of Interest

4-A-507. Choice of Law

ARTICLE 5

LETTERS OF CREDIT
Section 5--101. Short title

5--102. Definitions

5--103. Scope

5--104. Formal requirements

5--105. Consideration

5--106. Issuance, amendment, cancellation, and duration

5--107. Confirmer, nominated person, and advisor

5--108. Issuer's rights and obligations

5--109. Fraud and forgery

5--110. Warranties

5--111. Remedies

5--112. Transfer of letter of credit

5--113. Transfer by operation of law

5--114. Assignment of proceeds

5--115. Statute of limitations

5--116. Choice of law and forum

5--117. Subrogation of issuer, applicant, and nominated person

5--118. Security Interest of Issuer or Nominated Person

5--119. Applicability

5--120. Savings clause

ARTICLE 7

DOCUMENTS OF TITLE

PART 1

GENERAL
Section 7--101. Short Title

7--102. Definitions and Index of Definitions

7--103. Relation of Article to Treaty or Statute

7--104. Negotiable and Nonnegotiable Document of Title

7--105. Reissuance in Alternative Medium

7--106. Control of Electronic Document of Title

PART 2

WAREHOUSE RECEIPTS: SPECIAL PROVISIONS
Section 7--201. Person That May Issue a Warehouse Receipt; Storage Under

Bond

7--202. Form of Warehouse Receipt; Effect of Omission

7--203. Liability for Nonreceipt or Misdescription

7--204. Duty of Care; Contractual Limitation of Warehouse's

Liability

7--205. Title Under Warehouse Receipt Defeated in Certain Cases

7--206. Termination of Storage at Warehouse's Option

7--207. Goods Must be Kept Separate; Fungible Goods

7--208. Altered Warehouse Receipts

7--209. Lien of Warehouse

7--210. Enforcement of Warehouse's Lien

PART 3

BILLS OF LADING: SPECIAL PROVISIONS
Section 7--301. Liability for Nonreceipt or Misdescription; "Said to

Contain"; "Shipper's Weight, Load, and Count";

Improper Handling

7--302. Through Bills of Lading and Similar Documents of Title

7--303. Diversion; Reconsignment; Change of Instructions

7--304. Tangible Bills of Lading in a Set

7--305. Destination Bills

7--306. Altered Bills of Lading

7--307. Lien of Carrier

7--308. Enforcement of Carrier's Lien

7--309. Duty of Care; Contractual Limitation of Carrier's

Liability

PART 4

WAREHOUSE RECEIPTS AND BILLS OF LADING: GENERAL OBLIGATIONS
Section 7--401. Irregularities in Issue of Receipt or Bill or Conduct of

Issuer

7--402. Duplicate Document of Title; Overissue

7--403. Obligation of Bailee to Deliver; Excuse

7--404. No Liability for Good-Faith Delivery Pursuant to

Document of Title

PART 5

WAREHOUSE RECEIPTS AND BILLS OF LADING: NEGOTIATION AND TRANSFER
Section 7--501. Form of Negotiation and Requirements of Due Negotiation

7--502. Rights Acquired by Due Negotiation

7--503. Document of Title to Goods Defeated in Certain Cases

7--504. Rights Acquired in Absence of Due Negotiation; Effect of

Diversion; Stoppage of Delivery

7--505. Indorser Not a Guarantor for Other Parties

7--506. Delivery Without Indorsement: Right to Compel

Indorsement

7--507. Warranties on Negotiation or Delivery of Document of

Title

7--508. Warranties of Collecting Bank as to Documents of Title

7--509. Adequate Compliance With Commercial Contract

PART 6

WAREHOUSE RECEIPTS AND BILLS OF LADING: MISCELLANEOUS PROVISIONS
Section 7--601. Lost, Stolen, or Destroyed Documents of Title

7--602. Judicial Process Against Goods Covered by Negotiable

Document of Title

7--603. Conflicting Claims; Interpleader

ARTICLE 8

INVESTMENT SECURITIES

PART 1

SHORT TITLE AND GENERAL MATTERS
Section 8--101. Short Title.

8--102. Definitions.

8--103. Rules for Determining Whether Certain Obligations and

Interests are Securities or Financial Assets.

8--104. Acquisition of Security or Financial Asset or Interest

Therein.

8--105. Notice of Adverse Claim.

8--106. Control.

8--107. Whether Indorsement, Instruction, or Entitlement Order

is Effective.

8--108. Warranties in Direct Holding.

8--109. Warranties in Indirect Holding.

8--110. Applicability; Choice of Law.

8--111. Clearing Corporation Rules.

8--112. Creditor's Legal Process.

8--113. Statute of Frauds Generally Inapplicable.

8--114. Evidentiary Rules Concerning Certificated Securities.

8--115. Securities Intermediary and Others Not Liable to Adverse

Claimant.

8--116. Securities Intermediary as Purchaser for Value.

PART 2

ISSUE AND ISSUER
Section 8--201. Issuer.

8--202. Issuer's Responsibility and Defenses; Notice of Defect

or Defense.

8--203. Staleness as Notice of Defect or Defense.

8--204. Effect of Issuer's Restriction on Transfer.

8--205. Effect of Unauthorized Signature on Security

Certificate.

8--206. Completion or Alteration of Security Certificate.

8--207. Rights and Duties of Issuer with respect to Registered

Owners.

8--208. Effect of Signature of Authenticating Trustee,

Registrar, or Transfer Agent.

8--209. Issuer's Lien.

8--210. Overissue.

PART 3

TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES
Section 8--301. Delivery.

8--302. Rights of Purchaser.

8--303. Protected Purchaser.

8--304. Indorsement.

8--305. Instruction.

8--306. Effect of Guaranteeing Signature, Indorsement, or

Instruction.

8--307. Purchaser's Right to Requisites for Registration of

Transfer.

PART 4

REGISTRATION
Section 8--401. Duty of Issuer to Register Transfer.

8--402. Assurance that Indorsement or Instruction is Effective.

8--403. Demand that Issuer Not Register Transfer.

8--404. Wrongful Registration.

8--405. Replacement of Lost, Destroyed, or Wrongfully taken

Security Certificate.

8--406. Obligation to Notify Issuer of Lost, Destroyed, or

Wrongfully taken Security Certificate.

8--407. Authenticating Trustee, Transfer Agent, and Registrar.

PART 5

SECURITY ENTITLEMENTS
Section 8--501. Securities Account; Acquisition of Security Entitlement

from Securities Intermediary.

8--502. Assertion of Adverse Claim against Entitlement Holder.

8--503. Property Interest of Entitlement Holder in Financial

Asset held by Securities Intermediary.

8--504. Duty of Securities Intermediary to Maintain Financial

Asset.

8--505. Duty of Securities Intermediary with respect to Payments

and Distributions.

8--506. Duty of Securities Intermediary to Exercise Rights as

directed by Entitlement Holder.

8--507. Duty of Securities Intermediary to comply with

Entitlement Order.

8--508. Duty of Securities Intermediary to change Entitlement

Holder's Position to Other Form of Security Holding.

8--509. Specification of Duties of Securities Intermediary by

Other Statute or Regulation; Manner of Performance of

Duties of Securities Intermediary and Exercise of

Rights of Entitlement Holder.

8--510. Rights of Purchaser of Security Entitlement from

Entitlement Holder.

8--511. Priority Among Security Interests and Entitlement

Holders.

PART 6

TRANSITION PROVISIONS FOR REVISED ARTICLE 8 AND FOR THE CONFORMING

AMENDMENTS TO ARTICLES 1, 5, 9 and 13
Section 8--601. Savings Clause; Effect on Prior Perfected Security

Interest.

8--602. Cross-References to former Article 8; Meaning or

Interpretation.

ARTICLE 9

SECURED TRANSACTIONS

PART 1

GENERAL PROVISIONS

SUBPART 1. SHORT TITLE, DEFINITIONS, AND GENERAL CONCEPTS
Section 9--101. Short Title

9--102. Definitions and Index of Definitions

9--103. Purchase-money Security Interest; Application of

Payments; Burden of Establishing

9--104. Control of Deposit Account

9--105. Control of Electronic Chattel Paper

9--106. Control of Investment Property

9--107. Control of Letter-of-credit Right

9--108. Sufficiency of Description

SUBPART 2. APPLICABILITY OF ARTICLE
Section 9--109. Scope

9--110. Security Interests Arising Under Article 2 or 2-A

PART 2

EFFECTIVENESS OF SECURITY AGREEMENT; ATTACHMENT OF SECURITY INTEREST;

RIGHTS OF PARTIES TO SECURITY AGREEMENT

SUBPART 1. EFFECTIVENESS AND ATTACHMENT
Section 9--201. General Effectiveness of Security Agreement

9--202. Title to Collateral Immaterial

9--203. Attachment and Enforceability of Security Interest;

Proceeds; Supporting Obligations; Formal Requisites

9--204. After-acquired Property; Future Advances

9--205. Use or Disposition of Collateral Permissible

9--206. Security Interest Arising in Purchase or Delivery of

Financial Asset

SUBPART 2. RIGHTS AND DUTIES
Section 9--207. Rights and Duties of Secured Party Having Possession or

Control of Collateral.

9--208. Additional Duties of Secured Party Having Control of

Collateral

9--209. Duties of Secured Party if Account Debtor Has Been

Notified of Assignment

9--210. Request for Accounting; Request Regarding List of

Collateral or Statement of Account

PART 3

PERFECTION AND PRIORITY

SUBPART 1. LAW GOVERNING PERFECTION AND PRIORITY
Section 9--301. Law Governing Perfection and Priority of Security

Interests

9--302. Law Governing Perfection and Priority of Agricultural

Liens

9--303. Law Governing Perfection and Priority of Security

Interests in Goods Covered by a Certificate of Title

9--304. Law Governing Perfection and Priority of Security

Interests in Deposit Accounts

9--305. Law Governing Perfection and Priority of Security

Interests in Investment Property

9--306. Law Governing Perfection and Priority of Security

Interests in Letter-of-credit Rights

9--307. Location of Debtor

SUBPART 2. PERFECTION
Section 9--308. When Security Interest or Agricultural Lien Is

Perfected; Continuity of Perfection

9--309. Security Interest Perfected upon Attachment

9--310. When Filing Required to Perfect Security Interest or

Agricultural Lien; Security Interests and Agricultural

Liens to Which Filing Provisions Do Not Apply

9--311. Perfection of Security Interests in Property Subject to

Certain Statutes, Regulations, and Treaties

9--312. Perfection of Security Interests in Chattel Paper,

Deposit Accounts, Documents, Goods Covered by

Documents, Instruments, Investment Property,

Letter-of-credit Rights, and Money; Perfection by

Permissive Filing; Temporary Perfection Without Filing

or Transfer of Possession

9--313. When Possession by or Delivery to Secured Party Perfects

Security Interest Without Filing

9--314. Perfection by Control

9--315. Secured Party's Rights on Disposition of Collateral and

in Proceeds

9--316. Effect of Change in Governing Law

SUBPART 3. PRIORITY
Section 9--317. Interests That Take Priority over or Take Free of

Security Interest or Agricultural Lien

9--318. No Interest Retained in Right to Payment That Is Sold;

Rights and Title of Seller of Account or Chattel Paper

with Respect to Creditors and Purchasers

9--319. Rights and Title of Consignee With Respect to Creditors

and Purchasers

9--320. Buyer of Goods

9--321. Licensee of General Intangible and Lessee of Goods in

Ordinary Course of Business

9--322. Priorities among Conflicting Security Interests in and

Agricultural Liens on Same Collateral

9--323. Future Advances

9--324. Priority of Purchase-money Security Interests

9--325. Priority of Security Interests in Transferred Collateral

9--326. Priority of Security Interests Created by New Debtor

9--327. Priority of Security Interests in Deposit Account

9--328. Priority of Security Interests in Investment Property

9--329. Priority of Security Interests in Letter-of-credit Right

9--330. Priority of Purchaser of Chattel Paper or Instrument

9--331. Priority of Rights of Purchasers of Instruments,

Documents, and Securities under Other Articles;

Priority of Interests in Financial Assets and Security

Entitlements under Article 8

9--332. Transfer of Money; Transfer of Funds from Deposit

Account

9--333. Priority of Certain Liens Arising by Operation of Law

9--334. Priority of Security Interests in Fixtures and Crops

9--335. Accessions

9--336. Commingled Goods

9--337. Priority of Security Interests in Goods Covered by

Certificate of Title

9--338. Priority of Security Interest or Agricultural Lien

Perfected by Filed Financing Statement Providing

Certain Incorrect Information

9--339. Priority Subject to Subordination

SUBPART 4. RIGHTS OF BANK
Section 9--340. Effectiveness of Right of Recoupment or Set-off Against

Deposit Account

9--341. Bank's Rights and Duties with Respect to Deposit Account

9--342. Bank's Right to Refuse to Enter into or Disclose

Existence of Control Agreement

PART 4

RIGHTS OF THIRD PARTIES
Section 9--401. Alienability of Debtor's Rights

9--402. Secured Party Not Obligated on Contract of Debtor or in

Tort

9--403. Agreement Not to Assert Defenses Against Assignee

9--404. Rights Acquired by Assignee; Claims and Defenses Against

Assignee

9--405. Modification of Assigned Contract

9--406. Discharge of Account Debtor; Notification of Assignment;

Identification and Proof of Assignment; Restrictions

on Assignment of Accounts, Chattel Paper, Payment

Intangibles, and Promissory Notes Ineffective

9--407. Restrictions on Creation or Enforcement of Security

Interest in Leasehold Interest or in Lessor's Residual

Interest

9--408. Restrictions on Assignment of Promissory Notes,

Health-care-insurance Receivables, and Certain General

Intangibles Ineffective

9--409. Restrictions on Assignment of Letter-of-credit Rights

Ineffective

PART 5

FILING

SUBPART 1. FILING OFFICE; CONTENTS AND EFFECTIVENESS OF FINANCING

STATEMENT
Section 9--501. Filing Office

9--502. Contents of Financing Statement; Record of Mortgage as

Financing Statement; Time of Filing Financing

Statement; Contents of Cooperative Addendum

9--503. Name of Debtor and Secured Party

9--504. Indication of Collateral

9--505. Filing and Compliance with Other Statutes and Treaties

for Consignments, Leases, Other Bailments, and Other

Transactions

9--506. Effect of Errors or Omissions

9--507. Effect of Certain Events on Effectiveness of Financing

Statement

9--508. Effectiveness of Financing Statement If New Debtor

Becomes Bound by Security Agreement

9--509. Persons Entitled to File a Record

9--510. Effectiveness of Filed Record

9--511. Secured Party of Record

9--512. Amendment of Financing Statement

9--513. Termination Statement

9--514. Assignment of Powers of Secured Party of Record

9--515. Duration and Effectiveness of Financing Statement;

Effect of Lapsed Financing Statement

9--516. What Constitutes Filing; Effectiveness of Filing

9--517. Effect of Indexing Errors

9--518. Claim Concerning Inaccurate or Wrongfully Filed Record

SUBPART 2. DUTIES AND OPERATION OF FILING OFFICE
Section 9--519. Numbering, Maintaining, and Indexing Records;

Communicating Information Provided in Records

9--520. Acceptance and Refusal to Accept Record

9--521. Uniform Form of Written Financing Statement; Amendment;

and Cooperative Addendum

9--522. Maintenance and Destruction of Records

9--523. Information from Filing Office; Sale or License of

Records

9--524. Delay by Filing Office

9--525. Fees

9--526. Filing-office Rules

9--527. Duty to Report

PART 6

DEFAULT

SUBPART 1. DEFAULT AND ENFORCEMENT OF SECURITY INTEREST
Section 9--601. Rights after Default; Judicial Enforcement; Consignor or

Buyer of Accounts, Chattel Paper, Payment Intangibles,

or Promissory Notes

9--602. Waiver and Variance of Rights and Duties

9--603. Agreement on Standards Concerning Rights and Duties

9--604. Procedure If Security Agreement Covers Real Property,

Fixtures, or Cooperative Interests

9--605. Unknown Debtor or Secondary Obligor

9--606. Time of Default for Agricultural Lien

9--607. Collection and Enforcement by Secured Party

9--608. Application of Proceeds of Collection or Enforcement;

Liability for Deficiency and Right to Surplus

9--609. Secured Party's Right to Take Possession after Default

9--610. Disposition of Collateral after Default

9--611. Notification Before Disposition of Collateral

9--612. Timeliness of Notification Before Disposition of

Collateral

9--613. Contents and Form of Notification Before Disposition of

Collateral: General

9--614. Contents and Form of Notification Before Disposition of

Collateral: Consumer-goods Transaction

9--615. Application of Proceeds of Disposition; Liability for

Deficiency and Right to Surplus

9--616. Explanation of Calculation of Surplus or Deficiency

9--617. Rights of Transferee of Collateral

9--618. Rights and Duties of Certain Secondary Obligors

9--619. Transfer of Record or Legal Title

9--620. Acceptance of Collateral in Full or Partial Satisfaction

of Obligation; Compulsory Disposition of Collateral

9--621. Notification of Proposal to Accept Collateral

9--622. Effect of Acceptance of Collateral

9--623. Right to Redeem Collateral

9--624. Waiver

SUBPART 2. NONCOMPLIANCE WITH ARTICLE
Section 9--625. Remedies for Secured Party's Failure to Comply with

Article

9--626. Action in Which Deficiency or Surplus is in Issue

9--627. Determination of Whether Conduct Was Commercially

Reasonable

9--628. Nonliability and Limitation on Liability of Secured

Party; Liability of Secondary Obligor

PART 7

TRANSITION
Section 9--700. Definitions

9--701. Effective Date

9--702. Savings Clause

9--703. Security Interest Perfected Before Effective Date

9--704. Security Interest Unperfected Before Effective Date

9--705. Effectiveness of Action Taken Before Effective Date

9--706. When Initial Financing Statement Suffices to Continue

Effectiveness of Financing Statement

9--707. Amendment of Pre-effective-date Financing Statement

9--708. Persons Entitled to File Initial Financing Statement or

Continuation Statement

9--709. Priority

9--710. Transitional Provision for Maintaining and Searching

Local-Filing Office Records

ARTICLE 11
PROVISIONS FOR TRANSITION FROM ORIGINAL ARTICLE 9 TO REVISED ARTICLE 9.
Section 11--101. Definitions.

11--102. Preservation of Old Transition Provision.

11--103. Transition to Revised Article 9--General Rule.

11--104. Transition Provision on Change of Requirement of

Filing.

11--105. Transition Provision on Change of Place of Filing.

11--106. Required Refilings.

11--107. Transition Provisions as to Priorities.

11--108. Presumption that Rule of Law Continues Unchanged.

ARTICLE 13

EFFECTIVE DATE AND REPEALER
Section 13--101. Application of Act

13--102. Laws Repealed; Provision for Transition

13--103. Inconsistent Laws; Which Law Governs

13--104. Laws Not Repealed

13--105. Effective Date