§490:9-102 - Definitions and index of definitions.

§490:9-102 Definitions and index of
definitions. (a) In this [article]:

"Accession" means goods that are
physically united with other goods in such a manner that the identity of the
original goods is not lost.

"Account", except as used in
"account for":

(1) Means a right to payment of a monetary
obligation, whether or not earned by performance:

(A) For property that has been or is to be
sold, leased, licensed, assigned, or otherwise disposed of;

(B) For services rendered or to be rendered;

(D) For a secondary obligation incurred or to
be incurred;

(E) For energy provided or to be provided;

(F) For the use or hire of a vessel under a
charter or other contract;

(G) Arising out of the use of a credit or
charge card or information contained on or for use with the card; or

(H) 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.

(2) Does not include:

(A) Rights to payment evidenced by chattel
paper or an instrument;

(B) Commercial tort claims;

(D) Investment property;

(E) Letter-of-credit rights or letters of
credit; or

(F) 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.

"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.

"Accounting", except as used in
"accounting for", means a record:

(1) Authenticated by a secured party;

(2) Indicating the aggregate unpaid secured
obligations as of a date not more than thirty-five days earlier or thirty-five
days later than the date of the record; and

(3) Identifying the components of the obligations in
reasonable detail.

"Agricultural lien" means an interest
in farm products:

(1) Which secures payment or performance of an
obligation for:

(A) Goods or services furnished in connection
with a debtor's farming operation; or

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

(2) Which is created by statute in favor of a person
that:

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

(B) Leased real property to a debtor in
connection with the debtor's farming operation; and

(3) Whose effectiveness does not depend on the
person's possession of the personal property.

"As-extracted collateral" means:

(1) Oil, gas, or other minerals that are subject to a
security interest that:

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

(B) Attaches to the minerals as extracted; or

(2) 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.

"Authenticate" means:

(1) To sign; or

(2) To execute or otherwise adopt a symbol, or
encrypt or similarly process a record in whole or in part, with the present
intent of the authenticating person to identify the person and adopt or accept
a record.

"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.

"Cash proceeds" means proceeds that
are money, checks, deposit accounts, or the like.

"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.

"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:

(1) Charters or other contracts involving the use or
hire of a vessel; or

(2) 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.

"Collateral" means the property
subject to a security interest or agricultural lien. The term includes:

(1) Proceeds to which a security interest attaches;

(2) Accounts, chattel paper, payment intangibles, and
promissory notes that have been sold; and

(3) Goods that are the subject of a consignment.

"Commercial tort claim" means a claim
arising in tort with respect to which:

(1) The claimant is an organization; or

(2) The claimant is an individual and the claim:

(A) Arose in the course of the claimant's
business or profession; and

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

"Commodity account" means an account
maintained by a commodity intermediary in which a commodity contract is carried
for a commodity customer.

"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:

(1) 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

(2) 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.

"Commodity customer" means a person
for which a commodity intermediary carries a commodity contract on its books.

"Commodity intermediary" means a
person that:

(1) Is registered as a futures commission merchant
under federal commodities law; or

(2) 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.

"Communicate" means:

(1) To send a written or other tangible record;

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

(3) 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.

"Consignee" means a merchant to which
goods are delivered in a consignment.

"Consignment" means a transaction,
regardless of its form, in which a person delivers goods to a merchant for the
purpose of sale and:

(1) The merchant:

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

(B) Is not an auctioneer; and

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

(3) The goods are not consumer goods immediately
before delivery; and

(4) The transaction does not create a security
interest that secures an obligation.

"Consignor" means a person that
delivers goods to a consignee in a consignment.

"Consumer debtor" means a debtor in a
consumer transaction.

"Consumer goods" means goods that are
used or bought for use primarily for personal, family, or household purposes.

"Consumer-goods transaction" means a
consumer transaction in which:

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

(2) A security interest in consumer goods secures the
obligation.

"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.

"Consumer transaction" means a
transaction in which:

(1) An individual incurs an obligation primarily for
personal, family, or household purposes,

(2) A security interest secures the obligation, and

(3) The collateral is held or acquired primarily for personal,
family, or household purposes.

The term includes consumer-goods transactions.

"Continuation statement" means an
amendment of a financing statement which:

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

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

"Debtor" means:

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

(2) A seller of accounts, chattel paper, payment
intangibles, or promissory notes; or

(3) A consignee.

"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.

"Document" means a document of title
or a receipt of the type described in section 490:7-201(b).

"Electronic chattel paper" means
chattel paper evidenced by a record or records consisting of information stored
in an electronic medium.

"Encumbrance" means a right, other
than an ownership interest, in real property. The term includes mortgages and
other liens on real property.

"Equipment" means goods other than
inventory, farm products, or consumer goods.

"Farming operation" means raising,
cultivating, propagating, fattening, grazing, or any other farming, livestock,
or aquacultural operation.

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

(1) Crops grown, growing, or to be grown, including:

(A) Crops produced on trees, vines, and
bushes; and

(B) Aquatic goods produced in aquacultural
operations;

(2) Livestock, born or unborn, including aquatic
goods produced in aquacultural operations;

(3) Supplies used or produced in a farming operation;
or

(4) Products of crops or livestock in their
unmanufactured states.

"File number" means the number
assigned to an initial financing statement pursuant to section 490:9-519(a).

"Filing office" means an office
designated in section 490:9-501 as the place to file a financing statement.

"Filing-office rule" means a rule
adopted pursuant to section 490:9-526.

"Financing statement" means a record
or records composed of an initial financing statement and any filed record
relating to the initial financing statement.

"Fixture filing" means the filing of
a financing statement covering goods that are or are to become fixtures and
satisfying section 490:9-502(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.

"Fixtures" means goods that have
become so related to particular real property that an interest in them arises
under real property law.

"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.

"Good faith" means honesty in fact
and the observance of reasonable commercial standards of fair dealing.

"Goods" means all things that are
movable when a security interest attaches. The term includes:

(1) Fixtures,

(2) Standing timber that is to be cut and removed
under a conveyance or contract for sale,

(3) The unborn young of animals,

(4) Crops grown, growing, or to be grown, even if the
crops are produced on trees, vines, or bushes; and

(5) 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.

"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.

"Health-care-insurance receivable"
means an interest in or claim under a policy of insurance that is a right to
payment of a monetary obligation for health-care goods or services provided or
to be provided.

"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:

(1) Investment property;

(2) Letters of credit; or

(3) 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.

"Inventory" means goods, other than
farm products, which:

(1) Are leased by a person as lessor;

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

(3) Are furnished by a person under a contract of
service; or

(4) Consist of raw materials, work in process, or
materials used or consumed in a business.

"Investment property" means a
security, whether certificated or uncertificated, security entitlement,
securities account, commodity contract, or commodity account.

"Jurisdiction of organization", with
respect to a registered organization, means the jurisdiction under whose law
the organization is organized.

"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.

"Lien creditor" means:

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

(2) An assignee for benefit of creditors from the
time of assignment;

(3) A trustee in bankruptcy from the date of the
filing of the petition; or

(4) A receiver in equity from the time of
appointment.

"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 forty body feet or more in length, or,
when erected on site, is three hundred twenty 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.

"Manufactured-home transaction" means
a secured transaction:

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

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

"Mortgage" means a consensual
interest in real property, including fixtures, which secures payment or
performance of an obligation.

"New debtor" means a person that
becomes bound as debtor under section 490:9-203(d) by a security agreement
previously entered into by another person.

"New value" means:

(1) Money;

(2) Money's worth in property, services, or new credit;
or

(3) 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.

"Noncash proceeds" means proceeds
other than cash proceeds.

"Obligor" means a person that, with
respect to an obligation secured by a security interest in or an agricultural
lien on the collateral:

(1) Owes payment or other performance of the
obligation;

(2) Has provided property other than the collateral
to secure payment or other performance of the obligation; or

(3) 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.

"Original debtor", except as used in
section 490:9-310(c), means a person that, as debtor, entered into a security
agreement to which a new debtor has become bound under section 490:9-203(d).

"Payment intangible" means a general
intangible under which the account debtor's principal obligation is a monetary
obligation.

"Person related to", with respect to
an individual, means:

(1) The spouse of the individual;

(2) A brother, brother-in-law, sister, or
sister-in-law of the individual;

(3) An ancestor or lineal descendant of the individual
or the individual's spouse; or

(4) Any other relative, by blood or marriage, of the
individual or the individual's spouse who shares the same home with the
individual.

"Person related to", with respect to
an organization, means:

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

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

(3) An officer or director of, or a person performing
similar functions with respect to, a person described in paragraph (1);

(4) The spouse of an individual described in
paragraph (1), (2), or (3); or

(5) An individual who is related by blood or marriage
to an individual described in paragraph (1), (2), (3), or (4) and shares the
same home with the individual.

"Proceeds", except as used in section
490:9-609(b), means the following property:

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

(2) Whatever is collected on, or distributed on
account of, collateral;

(3) Rights arising out of collateral;

(4) 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

(5) 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.

"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.

"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 490:9-620, 490:9-621, and 490:9-622.

"Public-finance transaction" means a
secured transaction in connection with which:

(1) Debt securities are issued;

(2) All or a portion of the securities issued have an
initial stated maturity of at least twenty years; and

(3) 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.

"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.

"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.

"Registered organization" means an
organization organized solely under the law of a single state or the United
States and as to which the state or the United States must maintain a public
record showing the organization to have been organized.

"Secondary obligor" means an obligor
to the extent that:

(1) The obligor's obligation is secondary; or

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

"Secured party" means:

(1) 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;

(2) A person that holds an agricultural lien;

(3) A consignor;

(4) A person to which accounts, chattel paper,
payment intangibles, or promissory notes have been sold;

(5) 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

(6) A person that holds a security interest arising
under section 490:2-401, 490:2-505, 490:2-711(3), 490:2A-508(e), 490:4-210, or
490:5-118.

"Security agreement" means an
agreement that creates or provides for a security interest.

"Send", in connection with a record
or notification, means:

(1) 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

(2) To cause the record or notification to be
received within the time that it would have been received if properly sent
under paragraph (1).

"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.

"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.

"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.

"Tangible chattel paper" means
chattel paper evidenced by a record or records consisting of information that
is inscribed on a tangible medium.

"Termination statement" means an
amendment of a financing statement which:

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

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

"Transmitting utility" means a person
primarily engaged in the business of:

(1) Operating a railroad, subway, street railway, or
trolley bus;

(2) Transmitting communications electrically,
electromagnetically, or by light;

(3) Transmitting goods by pipeline or sewer; or

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

(b) The following definitions in other
articles apply to this article:

"Applicant". Section 490:5-102.

"Beneficiary". Section 490:5-102.

"Broker". Section 490:8-102.

"Certificated security". Section
490:8-102.

"Check". Section 490:3-104.

"Clearing corporation". Section
490:8-102.

"Contract for sale". Section
490:2-106.

"Control". Section 490:7-106.

"Customer". Section 490:4-104.

"Entitlement holder". Section
490:8-102.

"Financial asset". Section
490:8-102.

"Holder in due course". Section
490:3-302.

"Issuer" (with respect to a letter of
credit or letter-of-credit right). Section 490:5-102.

"Issuer" (with respect to a
security). Section 490:8-201.

"Issuer" (with respect to documents
of title). Section 490:7-102.

"Lease". Section 490:2A-103.

"Lease agreement". Section
490:2A-103.

"Lease contract". Section
490:2A-103.

"Leasehold interest". Section
490:2A-103.

"Lessee". Section 490:2A-103.

"Lessee in ordinary course of
business". Section 490:2A-103.

"Lessor". Section 490:2A-103.

"Lessor's residual interest".
Section 490:2A-103.

"Letter of credit". Section
490:5-102.

"Merchant". Section 490:2-104.

"Negotiable instrument". Section
490:3-104.

"Nominated person". Section
490:5-102.

"Note". Section 490:3-104.

"Proceeds of a letter of credit".
Section 490:5-114.

"Prove". Section 490:3-103.

"Sale". Section 490:2-106.

"Securities account". Section
490:8-501.

"Securities intermediary". Section
490:8-102.

"Security". Section 490:8-102.

"Security certificate". Section
490:8-102.

"Security entitlement". Section
490:8-102.

"Uncertificated security". Section
490:8-102.

(c) Article 1 contains general definitions and
principles of construction and interpretation applicable throughout this
article. [L 2000, c 241, pt of §1; am L 2001, c 228, §2; am L 2002, c 27, §1;
am L 2004, c 163, §§20, 21]