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Uniform Commercial Code (UCC) CHAPTER 38, ARTICLE 8, PART 1
Section 8--102. Definitions.

(a) In this Article:

(1) "Adverse claim" means a claim that a claimant has a property

interest in a financial asset and that it is a violation of

the rights of the claimant for another person to hold,

transfer, or deal with the financial asset.

(2) "Bearer form", as applied to a certificated security, means a

form in which the security is payable to the bearer of the

security certificate according to its terms but not by reason

of an indorsement.

(3) "Broker" means a person defined as a broker or dealer under

the federal securities laws, but without excluding a bank

acting in that capacity.

(4) "Certificated security" means a security that is represented

by a certificate.

(5) "Clearing corporation" means:

(i) a person that is registered as a "clearing agency"

pursuant to 15 United States Code § 78-c(a)(23), as

from time to time amended;

(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) "Good faith", for purposes of the obligation of good faith in

the performance or enforcement of contracts or duties within

this Article, means honesty in fact and the observance of

reasonable commercial standards of fair dealing.

(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


(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


(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 repre-

sented 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.

(e) The following definitions in Article 9 apply to this article:
Cooperative interest Section 9--102(a)(27-b)
Cooperative organization Section 9--102(a)(27-c)
Cooperative record Section 9--102(a)(27-e)