(1) "Accession" means goods that are physically united with other goods insuch a manner that the identity of the original goods is not lost.
(2) "Account," except as used in "account for," means a right to paymentof a monetary obligation, whether or not earned by performance, (i) forproperty that has been or is to be sold, leased, licensed, assigned, orotherwise disposed of, (ii) for services rendered or to be rendered, (iii)for a policy of insurance issued or to be issued, (iv) for a secondaryobligation incurred or to be incurred, (v) for energy provided or to beprovided, (vi) for the use or hire of a vessel under a charter or othercontract, (vii) arising out of the use of a credit or charge card orinformation contained on or for use with the card, or (viii)health-care-insurance receivables. The term does not include (i) rights topayment evidenced by chattel paper or an instrument, (ii) commercial tortclaims, (iii) deposit accounts, (iv) investment property, (v)letter-of-credit rights or letters of credit, or (vi) rights to payment formoney or funds advanced or sold, other than rights arising out of the use ofa 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 anegotiable instrument, even if the instrument constitutes part of chattelpaper.
(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 morethan 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, other than a security 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 farmingoperation; or
(ii) rent on real property leased by a debtor in connection with its farmingoperation;
(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 adebtor in connection with a debtor's farming operation; or
(ii) leased real property to a debtor in connection with the debtor's farmingoperation; and
(C) whose effectiveness does not depend on the person's possession of thepersonal 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 beforeextraction; 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) to execute or otherwise adopt a symbol, or encrypt or similarly process arecord in whole or in part, with the present intent of the authenticatingperson to identify the person and adopt or accept a record.
(8) "Bank" means an organization that is engaged in the business ofbanking. The term includes savings banks, savings and loan associations,credit unions, and trust companies.
(9) "Cash proceeds" means proceeds that are money, checks, depositaccounts, or the like.
(10) "Certificate of title" means a certificate of title with respect towhich a statute provides for the security interest in question to beindicated on the certificate as a condition or result of the securityinterest's obtaining priority over the rights of a lien creditor with respectto the collateral.
(11) "Chattel paper" means a record or records that evidence both amonetary obligation and a security interest in specific goods, a securityinterest in specific goods and software used in the goods, a securityinterest in specific goods and license of software used in the goods, a leaseof specific goods, or a lease of specific goods and license of software usedin the goods. In this paragraph, "monetary obligation" means a monetaryobligation secured by the goods or owed under a lease of the goods andincludes a monetary obligation with respect to software used in the goods.The term does not include (i) charters or other contracts involving the useor hire of a vessel or (ii) records that evidence a right to payment arisingout of the use of a credit or charge card or information contained on or foruse with the card. If a transaction is evidenced by records that include aninstrument or series of instruments, the group of records taken togetherconstitutes chattel paper.
(12) "Collateral" means the property subject to a security interest oragricultural lien. The term includes:
(A) proceeds to which a security interest attaches;
(B) accounts, chattel paper, payment intangibles, and promissory notes thathave been sold; and
(C) goods that are the subject of a consignment.
(13) "Commercial tort claim" means a claim arising in tort with respect towhich:
(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 deathof an individual.
(14) "Commodity account" means an account maintained by a commodityintermediary in which a commodity contract is carried for a commoditycustomer.
(15) "Commodity contract" means a commodity futures contract, an option ona commodity futures contract, a commodity option, or another contract if thecontract or option is:
(A) traded on or subject to the rules of a board of trade that has beendesignated as a contract market for such a contract pursuant to federalcommodities laws; or
(B) traded on a foreign commodity board of trade, exchange, or market, and iscarried on the books of a commodity intermediary for a commodity customer.
(16) "Commodity customer" means a person for which a commodity intermediarycarries a commodity contract on its books.
(17) "Commodity intermediary" means a person that:
(A) is registered as a futures commission merchant under federal commoditieslaw; or
(B) in the ordinary course of its business provides clearance or settlementservices for a board of trade that has been designated as a contract marketpursuant 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 andreceiving the record; or
(C) in the case of transmission of a record to or by a filing office, totransmit a record by any means prescribed by filing-office rule.
(19) "Consignee" means a merchant to which goods are delivered in aconsignment.
(20) "Consignment" means a transaction, regardless of its form, in which aperson 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 theperson making delivery;
(ii) is not an auctioneer; and
(iii) is not generally known by its creditors to be substantially engaged inselling the goods of others;
(B) with respect to each delivery, the aggregate value of the goods is $1,000or 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 anobligation.
(21) "Consignor" means a person that delivers goods to a consignee in aconsignment.
(22) "Consumer debtor" means a debtor in a consumer transaction.
(23) "Consumer goods" means goods that are used or bought for use primarilyfor 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, orhousehold purposes; and
(B) a security interest in consumer goods secures the obligation.
(25) "Consumer obligor" means an obligor who is an individual and whoincurred the obligation as part of a transaction entered into primarily forpersonal, family, or household purposes.
(26) "Consumer transaction" means a transaction in which (i) an individualincurs an obligation primarily for personal, family, or household purposes,(ii) a security interest secures the obligation, and (iii) the collateral isheld or acquired primarily for personal, family, or household purposes. Theterm includes consumer-goods transactions.
(27) "Continuation statement" means an amendment of a financing statementwhich:
(A) identifies, by its file number, the initial financing statement to whichit relates; and
(B) indicates that it is a continuation statement for, or that it is filed tocontinue the effectiveness of, the identified financing statement.
(28) "Debtor" means:
(A) a person having an interest, other than a security interest or otherlien, in the collateral, whether or not the person is an obligor;
(B) a seller of accounts, chattel paper, payment intangibles, or promissorynotes; or
(C) a consignee.
(29) "Deposit account" means a demand, time, savings, passbook, or similaraccount maintained with a bank. The term does not include investment propertyor accounts evidenced by an instrument.
(30) "Document" means a document of title or a receipt of the typedescribed in subdivision (2) of § 8.7-201.
(31) "Electronic chattel paper" means chattel paper evidenced by a recordor records consisting of information stored in an electronic medium.
(32) "Encumbrance" means a right, other than an ownership interest, in realproperty. The term includes mortgages and other liens on real property.
(33) "Equipment" means goods other than inventory, farm products, orconsumer goods.
(34) "Farm products" means goods, other than standing timber, with respectto 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 inaquacultural 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 aquaculturaloperation.
(36) "File number" means the number assigned to an initial financingstatement pursuant to subsection (a) of § 8.9A-519.
(37) "Filing office" means an office designated in § 8.9A-501 as the placeto file a financing statement.
(38) "Filing-office rule" means a rule adopted pursuant to § 8.9A-526.
(39) "Financing statement" means a record or records composed of an initialfinancing statement and any filed record relating to the initial financingstatement.
(40) "Fixture filing" means the filing of a financing statement coveringgoods that are or are to become fixtures and satisfying subsections (a) and(b) of § 8.9A-502. The term includes the filing of a financing statementcovering goods of a transmitting utility which are or are to become fixtures.
(41) "Fixtures" means goods that have become so related to particular realproperty that an interest in them arises under real property law.
(42) "General intangible" means any personal property, including things inaction, other than accounts, chattel paper, commercial tort claims, depositaccounts, documents, goods, instruments, investment property,letter-of-credit rights, letters of credit, money, and oil, gas, or otherminerals before extraction. The term includes payment intangibles andsoftware.
(43) "Good faith" means honesty in fact and the observance of reasonablecommercial standards of fair dealing.
(44) "Goods" means all things that are movable when a security interestattaches. The term includes (i) fixtures, (ii) standing timber that is to becut and removed under a conveyance or contract for sale, (iii) the unbornyoung of animals, (iv) crops grown, growing, or to be grown, even if thecrops are produced on trees, vines, or bushes, and (v) manufactured homes.The term also includes a computer program embedded in goods and anysupporting information provided in connection with a transaction relating tothe program if (i) the program is associated with the goods in such a mannerthat it customarily is considered part of the goods or (ii) by becoming theowner of the goods, a person acquires a right to use the program inconnection with the goods. The term does not include a computer programembedded in goods that consist solely of the medium in which the program isembedded. The term also does not include accounts, chattel paper, commercialtort claims, deposit accounts, documents, general intangibles, instruments,investment property, letter-of-credit rights, letters of credit, money, oroil, 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, aState, or a foreign country. The term includes an organization having aseparate corporate existence if the organization is eligible to issue debt onwhich interest is exempt from income taxation under the laws of the UnitedStates.
(46) "Health-care-insurance receivable" means an interest in or claim undera policy of insurance which is a right to payment of a monetary obligationfor health-care goods or services provided.
(47) "Instrument" means a negotiable instrument or any other writing thatevidences a right to the payment of a monetary obligation, is not itself asecurity agreement or lease, and is of a type that in ordinary course ofbusiness is transferred by delivery with any necessary endorsement orassignment. The term does not include (i) investment property, (ii) lettersof credit, or (iii) writings that evidence a right to payment arising out ofthe use of a credit or charge card or information contained on or for usewith 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 acontract 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 consumedin a business.
(49) "Investment property" means a security, whether certificated oruncertificated, security entitlement, securities account, commodity contract,or commodity account.
(50) "Jurisdiction of organization," with respect to a registeredorganization, means the jurisdiction under whose law the organization isorganized.
(51) "Letter-of-credit right" means a right to payment or performance undera letter of credit, whether or not the beneficiary has demanded or is at thetime entitled to demand payment or performance. The term does not include theright of a beneficiary to demand payment or performance under a letter ofcredit.
(52) "Lien creditor" means:
(A) a creditor that has acquired a lien on the property involved byattachment, 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 moresections, which, in the traveling mode, is eight body feet or more in widthor 40 body feet or more in length, or, when erected on site, is 320 or moresquare feet, and which is built on a permanent chassis and designed to beused as a dwelling with or without a permanent foundation when connected tothe required utilities, and includes the plumbing, heating, air-conditioning,and electrical systems contained therein. The term includes any structurethat meets all of the requirements of this paragraph except the sizerequirements and with respect to which the manufacturer voluntarily files acertification required by the United States Secretary of Housing and UrbanDevelopment and complies with the standards established under Title 42 of theUnited 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 asinventory, is the primary collateral.
(55) "Mortgage" means a consensual interest in real property, includingfixtures, which secures payment or performance of an obligation.
(56) "New debtor" means a person that becomes bound as debtor undersubsection (d) of § 8.9A-203 by a security agreement previously entered intoby 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 propertypreviously transferred to the transferee. The term does not include anobligation substituted for another obligation.
(58) "Noncash proceeds" means proceeds other than cash proceeds.
(59) "Obligor" means a person that, with respect to an obligation securedby a security interest in or an agricultural lien on the collateral, (i) owespayment or other performance of the obligation, (ii) has provided propertyother than the collateral to secure payment or other performance of theobligation, or (iii) is otherwise accountable in whole or in part for paymentor other performance of the obligation. The term does not include issuers ornominated persons under a letter of credit.
(60) "Original debtor," except as used in subsection (c) of § 8.9A-310,means a person that, as debtor, entered into a security agreement to which anew debtor has become bound under subsection (d) of § 8.9A-203.
(61) "Payment intangible" means a general intangible under which theaccount 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'sspouse; or
(D) any other relative, by blood or marriage, of the individual or theindividual'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 undercommon control with the organization;
(B) an officer or director of, or a person performing similar functions withrespect to, the organization;
(C) an officer or director of, or a person performing similar functions withrespect 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 individualdescribed in subparagraph (A), (B), (C), or (D) and shares the same home withthe individual.
(64) "Proceeds," except as used in subsection (b) of § 8.9A-609, means thefollowing property:
(A) whatever is acquired upon the sale, lease, license, exchange, or otherdisposition 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 ofrights in, or damage to, the collateral; or
(E) to the extent of the value of collateral and to the extent payable to thedebtor or the secured party, insurance payable by reason of the loss ornonconformity of, defects or infringement of rights in, or damage to, thecollateral.
(65) "Promissory note" means an instrument that evidences a promise to paya monetary obligation, does not evidence an order to pay, and does notcontain an acknowledgment by a bank that the bank has received for deposit asum of money or funds.
(66) "Proposal" means a record authenticated by a secured party whichincludes the terms on which the secured party is willing to accept collateralin full or partial satisfaction of the obligation it secures pursuant to §§8.9A-620, 8.9A-621, and 8.9A-622.
(67) "Public-finance transaction" means a secured transaction in connectionwith which:
(A) debt securities are issued;
(B) all or a portion of the securities issued have an initial stated maturityof at least 20 years; and
(C) the debtor, obligor, secured party, account debtor or other personobligated on collateral, assignor or assignee of a secured obligation, orassignor or assignee of a security interest is a state or a governmental unitof a state.
(68) "Pursuant to commitment," with respect to an advance made or othervalue given by a secured party, means pursuant to the secured party'sobligation, whether or not a subsequent event of default or other event notwithin the secured party's control has relieved or may relieve the securedparty from its obligation.
(69) "Record," except as used in "for record," "of record," "record orlegal title," and "record owner," means information that is inscribed on atangible medium or which is stored in an electronic or other medium and isretrievable in perceivable form.
(70) "Registered organization" means an organization organized solely underthe law of a single state or the United States and as to which the state orthe United States must maintain a public record showing the organization tohave been organized.
(71) "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 securedby collateral against the debtor, another obligor, or property of either.
(72) "Secured party" means:
(A) a person in whose favor a security interest is created or provided forunder a security agreement, whether or not any obligation to be secured isoutstanding;
(B) a person that holds an agricultural lien;
(C) a consignor;
(D) a person to which accounts, chattel paper, payment intangibles, orpromissory notes have been sold;
(E) a trustee, indenture trustee, agent, collateral agent, or otherrepresentative in whose favor a security interest or agricultural lien iscreated or provided for; or
(F) a person that holds a security interest arising under §§ 8.2-401,8.2-505, 8.2-711 (3), 8.2A-508 (5), 8.4-210, or § 8.5A-118.
(73) "Security agreement" means an agreement that creates or provides for asecurity interest.
(74) "Send," in connection with a record or notification, means:
(A) to deposit in the mail, deliver for transmission, or transmit by anyother usual means of communication, with postage or cost of transmissionprovided for, addressed to any address reasonable under the circumstances; or
(B) to cause the record or notification to be received within the time thatit would have been received if properly sent under subparagraph (A).
(75) "Software" means a computer program and any supporting informationprovided in connection with a transaction relating to the program. The termdoes not include a computer program that is included in the definition ofgoods.
(76) "State" means a state of the United States, the District of Columbia,Puerto Rico, the United States Virgin Islands, or any territory or insularpossession subject to the jurisdiction of the United States.
(77) "Supporting obligation" means a letter of credit right or secondaryobligation that supports the payment or performance of an account, chattelpaper, a document, a general intangible, an instrument, or investmentproperty.
(78) "Tangible chattel paper" means chattel paper evidenced by a record orrecords consisting of information that is inscribed on a tangible medium.
(79) "Termination statement" means an amendment of a financing statementwhich:
(A) identifies, by its file number, the initial financing statement to whichit relates; and
(B) indicates either that it is a termination statement or that theidentified financing statement is no longer effective.
(80) "Transmitting utility" means a person primarily engaged in thebusiness of:
(A) operating a railroad, subway, street railway, or trolley bus;
(B) transmitting communications electrically, electromagnetically, or bylight;
(C) transmitting goods by pipeline or sewer; or
(D) transmitting or producing and transmitting electricity, steam, gas, orwater.
(b) Definitions in other titles. The following definitions in other titlesapply to this title:
"Applicant" § 8.5A-102.
"Beneficiary" § 8.5A-102.
"Broker" § 8.8A-102.
"Certificated security" § 8.8A-102.
"Check" § 8.3A-104.
"Clearing corporation" § 8.8A-102.
"Contract for sale" § 8.2-106.
"Control" § 8.7-106.
"Customer" § 8.4-104.
"Entitlement holder" § 8.8A-102.
"Financial asset" § 8.8A-102.
"Holder in due course" § 8.3A-302.
"Issuer" (with respect to a letter of credit or letter-of-credit right) §8.5A-102.
"Issuer" (with respect to a security) § 8.8A-201.
"Issuer" (with respect to documents of title) § 8.7-102.
"Lease" § 8.2A-103.
"Lease agreement" § 8.2A-103.
"Lease contract" § 8.2A-103.
"Leasehold interest" § 8.2A-103.
"Lessee" § 8.2A-103.
"Lessee in ordinary course of business" § 8.2A-103.
"Lessor" § 8.2A-103.
"Lessor's residual interest" § 8.2A-103.
"Letter of credit" § 8.5A-102.
"Merchant" § 8.2-104.
"Negotiable instrument" § 8.3A-104.
"Nominated person" § 8.5A-102.
"Note" § 8.3A-104.
"Proceeds of a letter of credit" § 8.5A-114.
"Prove" § 8.3A-103.
"Sale" § 8.2-106.
"Securities account" § 8.8A-501.
"Securities intermediary" § 8.8A-102.
"Security" § 8.8A-102.
"Security certificate" § 8.8A-102.
"Security entitlement" § 8.8A-102.
"Uncertificated security" § 8.8A-102.
(c) Title 8.1A definitions and principles. Title 8.1A contains generaldefinitions and principles of construction and interpretation applicablethroughout this title.
(1964, c. 219, §§ 8.2-326, 8.9-105, 8.9-106, 8.9-109, 8.9-115, 8.9-301,8.9-306; 1966, c. 394; 1973, c. 509; 1983, c. 204; 1984, c. 613; 1996, cc.77, 216; 1997, c. 343; 2000, c. 1007; 2003, c. 353; 2004, c. 200.)
(1) "Accession" means goods that are physically united with other goods insuch a manner that the identity of the original goods is not lost.
(2) "Account," except as used in "account for," means a right to paymentof a monetary obligation, whether or not earned by performance, (i) forproperty that has been or is to be sold, leased, licensed, assigned, orotherwise disposed of, (ii) for services rendered or to be rendered, (iii)for a policy of insurance issued or to be issued, (iv) for a secondaryobligation incurred or to be incurred, (v) for energy provided or to beprovided, (vi) for the use or hire of a vessel under a charter or othercontract, (vii) arising out of the use of a credit or charge card orinformation contained on or for use with the card, or (viii)health-care-insurance receivables. The term does not include (i) rights topayment evidenced by chattel paper or an instrument, (ii) commercial tortclaims, (iii) deposit accounts, (iv) investment property, (v)letter-of-credit rights or letters of credit, or (vi) rights to payment formoney or funds advanced or sold, other than rights arising out of the use ofa 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 anegotiable instrument, even if the instrument constitutes part of chattelpaper.
(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 morethan 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, other than a security 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 farmingoperation; or
(ii) rent on real property leased by a debtor in connection with its farmingoperation;
(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 adebtor in connection with a debtor's farming operation; or
(ii) leased real property to a debtor in connection with the debtor's farmingoperation; and
(C) whose effectiveness does not depend on the person's possession of thepersonal 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 beforeextraction; 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) to execute or otherwise adopt a symbol, or encrypt or similarly process arecord in whole or in part, with the present intent of the authenticatingperson to identify the person and adopt or accept a record.
(8) "Bank" means an organization that is engaged in the business ofbanking. The term includes savings banks, savings and loan associations,credit unions, and trust companies.
(9) "Cash proceeds" means proceeds that are money, checks, depositaccounts, or the like.
(10) "Certificate of title" means a certificate of title with respect towhich a statute provides for the security interest in question to beindicated on the certificate as a condition or result of the securityinterest's obtaining priority over the rights of a lien creditor with respectto the collateral.
(11) "Chattel paper" means a record or records that evidence both amonetary obligation and a security interest in specific goods, a securityinterest in specific goods and software used in the goods, a securityinterest in specific goods and license of software used in the goods, a leaseof specific goods, or a lease of specific goods and license of software usedin the goods. In this paragraph, "monetary obligation" means a monetaryobligation secured by the goods or owed under a lease of the goods andincludes a monetary obligation with respect to software used in the goods.The term does not include (i) charters or other contracts involving the useor hire of a vessel or (ii) records that evidence a right to payment arisingout of the use of a credit or charge card or information contained on or foruse with the card. If a transaction is evidenced by records that include aninstrument or series of instruments, the group of records taken togetherconstitutes chattel paper.
(12) "Collateral" means the property subject to a security interest oragricultural lien. The term includes:
(A) proceeds to which a security interest attaches;
(B) accounts, chattel paper, payment intangibles, and promissory notes thathave been sold; and
(C) goods that are the subject of a consignment.
(13) "Commercial tort claim" means a claim arising in tort with respect towhich:
(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 deathof an individual.
(14) "Commodity account" means an account maintained by a commodityintermediary in which a commodity contract is carried for a commoditycustomer.
(15) "Commodity contract" means a commodity futures contract, an option ona commodity futures contract, a commodity option, or another contract if thecontract or option is:
(A) traded on or subject to the rules of a board of trade that has beendesignated as a contract market for such a contract pursuant to federalcommodities laws; or
(B) traded on a foreign commodity board of trade, exchange, or market, and iscarried on the books of a commodity intermediary for a commodity customer.
(16) "Commodity customer" means a person for which a commodity intermediarycarries a commodity contract on its books.
(17) "Commodity intermediary" means a person that:
(A) is registered as a futures commission merchant under federal commoditieslaw; or
(B) in the ordinary course of its business provides clearance or settlementservices for a board of trade that has been designated as a contract marketpursuant 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 andreceiving the record; or
(C) in the case of transmission of a record to or by a filing office, totransmit a record by any means prescribed by filing-office rule.
(19) "Consignee" means a merchant to which goods are delivered in aconsignment.
(20) "Consignment" means a transaction, regardless of its form, in which aperson 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 theperson making delivery;
(ii) is not an auctioneer; and
(iii) is not generally known by its creditors to be substantially engaged inselling the goods of others;
(B) with respect to each delivery, the aggregate value of the goods is $1,000or 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 anobligation.
(21) "Consignor" means a person that delivers goods to a consignee in aconsignment.
(22) "Consumer debtor" means a debtor in a consumer transaction.
(23) "Consumer goods" means goods that are used or bought for use primarilyfor 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, orhousehold purposes; and
(B) a security interest in consumer goods secures the obligation.
(25) "Consumer obligor" means an obligor who is an individual and whoincurred the obligation as part of a transaction entered into primarily forpersonal, family, or household purposes.
(26) "Consumer transaction" means a transaction in which (i) an individualincurs an obligation primarily for personal, family, or household purposes,(ii) a security interest secures the obligation, and (iii) the collateral isheld or acquired primarily for personal, family, or household purposes. Theterm includes consumer-goods transactions.
(27) "Continuation statement" means an amendment of a financing statementwhich:
(A) identifies, by its file number, the initial financing statement to whichit relates; and
(B) indicates that it is a continuation statement for, or that it is filed tocontinue the effectiveness of, the identified financing statement.
(28) "Debtor" means:
(A) a person having an interest, other than a security interest or otherlien, in the collateral, whether or not the person is an obligor;
(B) a seller of accounts, chattel paper, payment intangibles, or promissorynotes; or
(C) a consignee.
(29) "Deposit account" means a demand, time, savings, passbook, or similaraccount maintained with a bank. The term does not include investment propertyor accounts evidenced by an instrument.
(30) "Document" means a document of title or a receipt of the typedescribed in subdivision (2) of § 8.7-201.
(31) "Electronic chattel paper" means chattel paper evidenced by a recordor records consisting of information stored in an electronic medium.
(32) "Encumbrance" means a right, other than an ownership interest, in realproperty. The term includes mortgages and other liens on real property.
(33) "Equipment" means goods other than inventory, farm products, orconsumer goods.
(34) "Farm products" means goods, other than standing timber, with respectto 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 inaquacultural 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 aquaculturaloperation.
(36) "File number" means the number assigned to an initial financingstatement pursuant to subsection (a) of § 8.9A-519.
(37) "Filing office" means an office designated in § 8.9A-501 as the placeto file a financing statement.
(38) "Filing-office rule" means a rule adopted pursuant to § 8.9A-526.
(39) "Financing statement" means a record or records composed of an initialfinancing statement and any filed record relating to the initial financingstatement.
(40) "Fixture filing" means the filing of a financing statement coveringgoods that are or are to become fixtures and satisfying subsections (a) and(b) of § 8.9A-502. The term includes the filing of a financing statementcovering goods of a transmitting utility which are or are to become fixtures.
(41) "Fixtures" means goods that have become so related to particular realproperty that an interest in them arises under real property law.
(42) "General intangible" means any personal property, including things inaction, other than accounts, chattel paper, commercial tort claims, depositaccounts, documents, goods, instruments, investment property,letter-of-credit rights, letters of credit, money, and oil, gas, or otherminerals before extraction. The term includes payment intangibles andsoftware.
(43) "Good faith" means honesty in fact and the observance of reasonablecommercial standards of fair dealing.
(44) "Goods" means all things that are movable when a security interestattaches. The term includes (i) fixtures, (ii) standing timber that is to becut and removed under a conveyance or contract for sale, (iii) the unbornyoung of animals, (iv) crops grown, growing, or to be grown, even if thecrops are produced on trees, vines, or bushes, and (v) manufactured homes.The term also includes a computer program embedded in goods and anysupporting information provided in connection with a transaction relating tothe program if (i) the program is associated with the goods in such a mannerthat it customarily is considered part of the goods or (ii) by becoming theowner of the goods, a person acquires a right to use the program inconnection with the goods. The term does not include a computer programembedded in goods that consist solely of the medium in which the program isembedded. The term also does not include accounts, chattel paper, commercialtort claims, deposit accounts, documents, general intangibles, instruments,investment property, letter-of-credit rights, letters of credit, money, oroil, 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, aState, or a foreign country. The term includes an organization having aseparate corporate existence if the organization is eligible to issue debt onwhich interest is exempt from income taxation under the laws of the UnitedStates.
(46) "Health-care-insurance receivable" means an interest in or claim undera policy of insurance which is a right to payment of a monetary obligationfor health-care goods or services provided.
(47) "Instrument" means a negotiable instrument or any other writing thatevidences a right to the payment of a monetary obligation, is not itself asecurity agreement or lease, and is of a type that in ordinary course ofbusiness is transferred by delivery with any necessary endorsement orassignment. The term does not include (i) investment property, (ii) lettersof credit, or (iii) writings that evidence a right to payment arising out ofthe use of a credit or charge card or information contained on or for usewith 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 acontract 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 consumedin a business.
(49) "Investment property" means a security, whether certificated oruncertificated, security entitlement, securities account, commodity contract,or commodity account.
(50) "Jurisdiction of organization," with respect to a registeredorganization, means the jurisdiction under whose law the organization isorganized.
(51) "Letter-of-credit right" means a right to payment or performance undera letter of credit, whether or not the beneficiary has demanded or is at thetime entitled to demand payment or performance. The term does not include theright of a beneficiary to demand payment or performance under a letter ofcredit.
(52) "Lien creditor" means:
(A) a creditor that has acquired a lien on the property involved byattachment, 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 moresections, which, in the traveling mode, is eight body feet or more in widthor 40 body feet or more in length, or, when erected on site, is 320 or moresquare feet, and which is built on a permanent chassis and designed to beused as a dwelling with or without a permanent foundation when connected tothe required utilities, and includes the plumbing, heating, air-conditioning,and electrical systems contained therein. The term includes any structurethat meets all of the requirements of this paragraph except the sizerequirements and with respect to which the manufacturer voluntarily files acertification required by the United States Secretary of Housing and UrbanDevelopment and complies with the standards established under Title 42 of theUnited 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 asinventory, is the primary collateral.
(55) "Mortgage" means a consensual interest in real property, includingfixtures, which secures payment or performance of an obligation.
(56) "New debtor" means a person that becomes bound as debtor undersubsection (d) of § 8.9A-203 by a security agreement previously entered intoby 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 propertypreviously transferred to the transferee. The term does not include anobligation substituted for another obligation.
(58) "Noncash proceeds" means proceeds other than cash proceeds.
(59) "Obligor" means a person that, with respect to an obligation securedby a security interest in or an agricultural lien on the collateral, (i) owespayment or other performance of the obligation, (ii) has provided propertyother than the collateral to secure payment or other performance of theobligation, or (iii) is otherwise accountable in whole or in part for paymentor other performance of the obligation. The term does not include issuers ornominated persons under a letter of credit.
(60) "Original debtor," except as used in subsection (c) of § 8.9A-310,means a person that, as debtor, entered into a security agreement to which anew debtor has become bound under subsection (d) of § 8.9A-203.
(61) "Payment intangible" means a general intangible under which theaccount 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'sspouse; or
(D) any other relative, by blood or marriage, of the individual or theindividual'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 undercommon control with the organization;
(B) an officer or director of, or a person performing similar functions withrespect to, the organization;
(C) an officer or director of, or a person performing similar functions withrespect 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 individualdescribed in subparagraph (A), (B), (C), or (D) and shares the same home withthe individual.
(64) "Proceeds," except as used in subsection (b) of § 8.9A-609, means thefollowing property:
(A) whatever is acquired upon the sale, lease, license, exchange, or otherdisposition 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 ofrights in, or damage to, the collateral; or
(E) to the extent of the value of collateral and to the extent payable to thedebtor or the secured party, insurance payable by reason of the loss ornonconformity of, defects or infringement of rights in, or damage to, thecollateral.
(65) "Promissory note" means an instrument that evidences a promise to paya monetary obligation, does not evidence an order to pay, and does notcontain an acknowledgment by a bank that the bank has received for deposit asum of money or funds.
(66) "Proposal" means a record authenticated by a secured party whichincludes the terms on which the secured party is willing to accept collateralin full or partial satisfaction of the obligation it secures pursuant to §§8.9A-620, 8.9A-621, and 8.9A-622.
(67) "Public-finance transaction" means a secured transaction in connectionwith which:
(A) debt securities are issued;
(B) all or a portion of the securities issued have an initial stated maturityof at least 20 years; and
(C) the debtor, obligor, secured party, account debtor or other personobligated on collateral, assignor or assignee of a secured obligation, orassignor or assignee of a security interest is a state or a governmental unitof a state.
(68) "Pursuant to commitment," with respect to an advance made or othervalue given by a secured party, means pursuant to the secured party'sobligation, whether or not a subsequent event of default or other event notwithin the secured party's control has relieved or may relieve the securedparty from its obligation.
(69) "Record," except as used in "for record," "of record," "record orlegal title," and "record owner," means information that is inscribed on atangible medium or which is stored in an electronic or other medium and isretrievable in perceivable form.
(70) "Registered organization" means an organization organized solely underthe law of a single state or the United States and as to which the state orthe United States must maintain a public record showing the organization tohave been organized.
(71) "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 securedby collateral against the debtor, another obligor, or property of either.
(72) "Secured party" means:
(A) a person in whose favor a security interest is created or provided forunder a security agreement, whether or not any obligation to be secured isoutstanding;
(B) a person that holds an agricultural lien;
(C) a consignor;
(D) a person to which accounts, chattel paper, payment intangibles, orpromissory notes have been sold;
(E) a trustee, indenture trustee, agent, collateral agent, or otherrepresentative in whose favor a security interest or agricultural lien iscreated or provided for; or
(F) a person that holds a security interest arising under §§ 8.2-401,8.2-505, 8.2-711 (3), 8.2A-508 (5), 8.4-210, or § 8.5A-118.
(73) "Security agreement" means an agreement that creates or provides for asecurity interest.
(74) "Send," in connection with a record or notification, means:
(A) to deposit in the mail, deliver for transmission, or transmit by anyother usual means of communication, with postage or cost of transmissionprovided for, addressed to any address reasonable under the circumstances; or
(B) to cause the record or notification to be received within the time thatit would have been received if properly sent under subparagraph (A).
(75) "Software" means a computer program and any supporting informationprovided in connection with a transaction relating to the program. The termdoes not include a computer program that is included in the definition ofgoods.
(76) "State" means a state of the United States, the District of Columbia,Puerto Rico, the United States Virgin Islands, or any territory or insularpossession subject to the jurisdiction of the United States.
(77) "Supporting obligation" means a letter of credit right or secondaryobligation that supports the payment or performance of an account, chattelpaper, a document, a general intangible, an instrument, or investmentproperty.
(78) "Tangible chattel paper" means chattel paper evidenced by a record orrecords consisting of information that is inscribed on a tangible medium.
(79) "Termination statement" means an amendment of a financing statementwhich:
(A) identifies, by its file number, the initial financing statement to whichit relates; and
(B) indicates either that it is a termination statement or that theidentified financing statement is no longer effective.
(80) "Transmitting utility" means a person primarily engaged in thebusiness of:
(A) operating a railroad, subway, street railway, or trolley bus;
(B) transmitting communications electrically, electromagnetically, or bylight;
(C) transmitting goods by pipeline or sewer; or
(D) transmitting or producing and transmitting electricity, steam, gas, orwater.
(b) Definitions in other titles. The following definitions in other titlesapply to this title:
"Applicant" § 8.5A-102.
"Beneficiary" § 8.5A-102.
"Broker" § 8.8A-102.
"Certificated security" § 8.8A-102.
"Check" § 8.3A-104.
"Clearing corporation" § 8.8A-102.
"Contract for sale" § 8.2-106.
"Control" § 8.7-106.
"Customer" § 8.4-104.
"Entitlement holder" § 8.8A-102.
"Financial asset" § 8.8A-102.
"Holder in due course" § 8.3A-302.
"Issuer" (with respect to a letter of credit or letter-of-credit right) §8.5A-102.
"Issuer" (with respect to a security) § 8.8A-201.
"Issuer" (with respect to documents of title) § 8.7-102.
"Lease" § 8.2A-103.
"Lease agreement" § 8.2A-103.
"Lease contract" § 8.2A-103.
"Leasehold interest" § 8.2A-103.
"Lessee" § 8.2A-103.
"Lessee in ordinary course of business" § 8.2A-103.
"Lessor" § 8.2A-103.
"Lessor's residual interest" § 8.2A-103.
"Letter of credit" § 8.5A-102.
"Merchant" § 8.2-104.
"Negotiable instrument" § 8.3A-104.
"Nominated person" § 8.5A-102.
"Note" § 8.3A-104.
"Proceeds of a letter of credit" § 8.5A-114.
"Prove" § 8.3A-103.
"Sale" § 8.2-106.
"Securities account" § 8.8A-501.
"Securities intermediary" § 8.8A-102.
"Security" § 8.8A-102.
"Security certificate" § 8.8A-102.
"Security entitlement" § 8.8A-102.
"Uncertificated security" § 8.8A-102.
(c) Title 8.1A definitions and principles. Title 8.1A contains generaldefinitions and principles of construction and interpretation applicablethroughout this title.
(1964, c. 219, §§ 8.2-326, 8.9-105, 8.9-106, 8.9-109, 8.9-115, 8.9-301,8.9-306; 1966, c. 394; 1973, c. 509; 1983, c. 204; 1984, c. 613; 1996, cc.77, 216; 1997, c. 343; 2000, c. 1007; 2003, c. 353; 2004, c. 200.)
(1) "Accession" means goods that are physically united with other goods insuch a manner that the identity of the original goods is not lost.
(2) "Account," except as used in "account for," means a right to paymentof a monetary obligation, whether or not earned by performance, (i) forproperty that has been or is to be sold, leased, licensed, assigned, orotherwise disposed of, (ii) for services rendered or to be rendered, (iii)for a policy of insurance issued or to be issued, (iv) for a secondaryobligation incurred or to be incurred, (v) for energy provided or to beprovided, (vi) for the use or hire of a vessel under a charter or othercontract, (vii) arising out of the use of a credit or charge card orinformation contained on or for use with the card, or (viii)health-care-insurance receivables. The term does not include (i) rights topayment evidenced by chattel paper or an instrument, (ii) commercial tortclaims, (iii) deposit accounts, (iv) investment property, (v)letter-of-credit rights or letters of credit, or (vi) rights to payment formoney or funds advanced or sold, other than rights arising out of the use ofa 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 anegotiable instrument, even if the instrument constitutes part of chattelpaper.
(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 morethan 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, other than a security 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 farmingoperation; or
(ii) rent on real property leased by a debtor in connection with its farmingoperation;
(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 adebtor in connection with a debtor's farming operation; or
(ii) leased real property to a debtor in connection with the debtor's farmingoperation; and
(C) whose effectiveness does not depend on the person's possession of thepersonal 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 beforeextraction; 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) to execute or otherwise adopt a symbol, or encrypt or similarly process arecord in whole or in part, with the present intent of the authenticatingperson to identify the person and adopt or accept a record.
(8) "Bank" means an organization that is engaged in the business ofbanking. The term includes savings banks, savings and loan associations,credit unions, and trust companies.
(9) "Cash proceeds" means proceeds that are money, checks, depositaccounts, or the like.
(10) "Certificate of title" means a certificate of title with respect towhich a statute provides for the security interest in question to beindicated on the certificate as a condition or result of the securityinterest's obtaining priority over the rights of a lien creditor with respectto the collateral.
(11) "Chattel paper" means a record or records that evidence both amonetary obligation and a security interest in specific goods, a securityinterest in specific goods and software used in the goods, a securityinterest in specific goods and license of software used in the goods, a leaseof specific goods, or a lease of specific goods and license of software usedin the goods. In this paragraph, "monetary obligation" means a monetaryobligation secured by the goods or owed under a lease of the goods andincludes a monetary obligation with respect to software used in the goods.The term does not include (i) charters or other contracts involving the useor hire of a vessel or (ii) records that evidence a right to payment arisingout of the use of a credit or charge card or information contained on or foruse with the card. If a transaction is evidenced by records that include aninstrument or series of instruments, the group of records taken togetherconstitutes chattel paper.
(12) "Collateral" means the property subject to a security interest oragricultural lien. The term includes:
(A) proceeds to which a security interest attaches;
(B) accounts, chattel paper, payment intangibles, and promissory notes thathave been sold; and
(C) goods that are the subject of a consignment.
(13) "Commercial tort claim" means a claim arising in tort with respect towhich:
(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 deathof an individual.
(14) "Commodity account" means an account maintained by a commodityintermediary in which a commodity contract is carried for a commoditycustomer.
(15) "Commodity contract" means a commodity futures contract, an option ona commodity futures contract, a commodity option, or another contract if thecontract or option is:
(A) traded on or subject to the rules of a board of trade that has beendesignated as a contract market for such a contract pursuant to federalcommodities laws; or
(B) traded on a foreign commodity board of trade, exchange, or market, and iscarried on the books of a commodity intermediary for a commodity customer.
(16) "Commodity customer" means a person for which a commodity intermediarycarries a commodity contract on its books.
(17) "Commodity intermediary" means a person that:
(A) is registered as a futures commission merchant under federal commoditieslaw; or
(B) in the ordinary course of its business provides clearance or settlementservices for a board of trade that has been designated as a contract marketpursuant 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 andreceiving the record; or
(C) in the case of transmission of a record to or by a filing office, totransmit a record by any means prescribed by filing-office rule.
(19) "Consignee" means a merchant to which goods are delivered in aconsignment.
(20) "Consignment" means a transaction, regardless of its form, in which aperson 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 theperson making delivery;
(ii) is not an auctioneer; and
(iii) is not generally known by its creditors to be substantially engaged inselling the goods of others;
(B) with respect to each delivery, the aggregate value of the goods is $1,000or 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 anobligation.
(21) "Consignor" means a person that delivers goods to a consignee in aconsignment.
(22) "Consumer debtor" means a debtor in a consumer transaction.
(23) "Consumer goods" means goods that are used or bought for use primarilyfor 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, orhousehold purposes; and
(B) a security interest in consumer goods secures the obligation.
(25) "Consumer obligor" means an obligor who is an individual and whoincurred the obligation as part of a transaction entered into primarily forpersonal, family, or household purposes.
(26) "Consumer transaction" means a transaction in which (i) an individualincurs an obligation primarily for personal, family, or household purposes,(ii) a security interest secures the obligation, and (iii) the collateral isheld or acquired primarily for personal, family, or household purposes. Theterm includes consumer-goods transactions.
(27) "Continuation statement" means an amendment of a financing statementwhich:
(A) identifies, by its file number, the initial financing statement to whichit relates; and
(B) indicates that it is a continuation statement for, or that it is filed tocontinue the effectiveness of, the identified financing statement.
(28) "Debtor" means:
(A) a person having an interest, other than a security interest or otherlien, in the collateral, whether or not the person is an obligor;
(B) a seller of accounts, chattel paper, payment intangibles, or promissorynotes; or
(C) a consignee.
(29) "Deposit account" means a demand, time, savings, passbook, or similaraccount maintained with a bank. The term does not include investment propertyor accounts evidenced by an instrument.
(30) "Document" means a document of title or a receipt of the typedescribed in subdivision (2) of § 8.7-201.
(31) "Electronic chattel paper" means chattel paper evidenced by a recordor records consisting of information stored in an electronic medium.
(32) "Encumbrance" means a right, other than an ownership interest, in realproperty. The term includes mortgages and other liens on real property.
(33) "Equipment" means goods other than inventory, farm products, orconsumer goods.
(34) "Farm products" means goods, other than standing timber, with respectto 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 inaquacultural 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 aquaculturaloperation.
(36) "File number" means the number assigned to an initial financingstatement pursuant to subsection (a) of § 8.9A-519.
(37) "Filing office" means an office designated in § 8.9A-501 as the placeto file a financing statement.
(38) "Filing-office rule" means a rule adopted pursuant to § 8.9A-526.
(39) "Financing statement" means a record or records composed of an initialfinancing statement and any filed record relating to the initial financingstatement.
(40) "Fixture filing" means the filing of a financing statement coveringgoods that are or are to become fixtures and satisfying subsections (a) and(b) of § 8.9A-502. The term includes the filing of a financing statementcovering goods of a transmitting utility which are or are to become fixtures.
(41) "Fixtures" means goods that have become so related to particular realproperty that an interest in them arises under real property law.
(42) "General intangible" means any personal property, including things inaction, other than accounts, chattel paper, commercial tort claims, depositaccounts, documents, goods, instruments, investment property,letter-of-credit rights, letters of credit, money, and oil, gas, or otherminerals before extraction. The term includes payment intangibles andsoftware.
(43) "Good faith" means honesty in fact and the observance of reasonablecommercial standards of fair dealing.
(44) "Goods" means all things that are movable when a security interestattaches. The term includes (i) fixtures, (ii) standing timber that is to becut and removed under a conveyance or contract for sale, (iii) the unbornyoung of animals, (iv) crops grown, growing, or to be grown, even if thecrops are produced on trees, vines, or bushes, and (v) manufactured homes.The term also includes a computer program embedded in goods and anysupporting information provided in connection with a transaction relating tothe program if (i) the program is associated with the goods in such a mannerthat it customarily is considered part of the goods or (ii) by becoming theowner of the goods, a person acquires a right to use the program inconnection with the goods. The term does not include a computer programembedded in goods that consist solely of the medium in which the program isembedded. The term also does not include accounts, chattel paper, commercialtort claims, deposit accounts, documents, general intangibles, instruments,investment property, letter-of-credit rights, letters of credit, money, oroil, 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, aState, or a foreign country. The term includes an organization having aseparate corporate existence if the organization is eligible to issue debt onwhich interest is exempt from income taxation under the laws of the UnitedStates.
(46) "Health-care-insurance receivable" means an interest in or claim undera policy of insurance which is a right to payment of a monetary obligationfor health-care goods or services provided.
(47) "Instrument" means a negotiable instrument or any other writing thatevidences a right to the payment of a monetary obligation, is not itself asecurity agreement or lease, and is of a type that in ordinary course ofbusiness is transferred by delivery with any necessary endorsement orassignment. The term does not include (i) investment property, (ii) lettersof credit, or (iii) writings that evidence a right to payment arising out ofthe use of a credit or charge card or information contained on or for usewith 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 acontract 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 consumedin a business.
(49) "Investment property" means a security, whether certificated oruncertificated, security entitlement, securities account, commodity contract,or commodity account.
(50) "Jurisdiction of organization," with respect to a registeredorganization, means the jurisdiction under whose law the organization isorganized.
(51) "Letter-of-credit right" means a right to payment or performance undera letter of credit, whether or not the beneficiary has demanded or is at thetime entitled to demand payment or performance. The term does not include theright of a beneficiary to demand payment or performance under a letter ofcredit.
(52) "Lien creditor" means:
(A) a creditor that has acquired a lien on the property involved byattachment, 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 moresections, which, in the traveling mode, is eight body feet or more in widthor 40 body feet or more in length, or, when erected on site, is 320 or moresquare feet, and which is built on a permanent chassis and designed to beused as a dwelling with or without a permanent foundation when connected tothe required utilities, and includes the plumbing, heating, air-conditioning,and electrical systems contained therein. The term includes any structurethat meets all of the requirements of this paragraph except the sizerequirements and with respect to which the manufacturer voluntarily files acertification required by the United States Secretary of Housing and UrbanDevelopment and complies with the standards established under Title 42 of theUnited 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 asinventory, is the primary collateral.
(55) "Mortgage" means a consensual interest in real property, includingfixtures, which secures payment or performance of an obligation.
(56) "New debtor" means a person that becomes bound as debtor undersubsection (d) of § 8.9A-203 by a security agreement previously entered intoby 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 propertypreviously transferred to the transferee. The term does not include anobligation substituted for another obligation.
(58) "Noncash proceeds" means proceeds other than cash proceeds.
(59) "Obligor" means a person that, with respect to an obligation securedby a security interest in or an agricultural lien on the collateral, (i) owespayment or other performance of the obligation, (ii) has provided propertyother than the collateral to secure payment or other performance of theobligation, or (iii) is otherwise accountable in whole or in part for paymentor other performance of the obligation. The term does not include issuers ornominated persons under a letter of credit.
(60) "Original debtor," except as used in subsection (c) of § 8.9A-310,means a person that, as debtor, entered into a security agreement to which anew debtor has become bound under subsection (d) of § 8.9A-203.
(61) "Payment intangible" means a general intangible under which theaccount 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'sspouse; or
(D) any other relative, by blood or marriage, of the individual or theindividual'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 undercommon control with the organization;
(B) an officer or director of, or a person performing similar functions withrespect to, the organization;
(C) an officer or director of, or a person performing similar functions withrespect 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 individualdescribed in subparagraph (A), (B), (C), or (D) and shares the same home withthe individual.
(64) "Proceeds," except as used in subsection (b) of § 8.9A-609, means thefollowing property:
(A) whatever is acquired upon the sale, lease, license, exchange, or otherdisposition 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 ofrights in, or damage to, the collateral; or
(E) to the extent of the value of collateral and to the extent payable to thedebtor or the secured party, insurance payable by reason of the loss ornonconformity of, defects or infringement of rights in, or damage to, thecollateral.
(65) "Promissory note" means an instrument that evidences a promise to paya monetary obligation, does not evidence an order to pay, and does notcontain an acknowledgment by a bank that the bank has received for deposit asum of money or funds.
(66) "Proposal" means a record authenticated by a secured party whichincludes the terms on which the secured party is willing to accept collateralin full or partial satisfaction of the obligation it secures pursuant to §§8.9A-620, 8.9A-621, and 8.9A-622.
(67) "Public-finance transaction" means a secured transaction in connectionwith which:
(A) debt securities are issued;
(B) all or a portion of the securities issued have an initial stated maturityof at least 20 years; and
(C) the debtor, obligor, secured party, account debtor or other personobligated on collateral, assignor or assignee of a secured obligation, orassignor or assignee of a security interest is a state or a governmental unitof a state.
(68) "Pursuant to commitment," with respect to an advance made or othervalue given by a secured party, means pursuant to the secured party'sobligation, whether or not a subsequent event of default or other event notwithin the secured party's control has relieved or may relieve the securedparty from its obligation.
(69) "Record," except as used in "for record," "of record," "record orlegal title," and "record owner," means information that is inscribed on atangible medium or which is stored in an electronic or other medium and isretrievable in perceivable form.
(70) "Registered organization" means an organization organized solely underthe law of a single state or the United States and as to which the state orthe United States must maintain a public record showing the organization tohave been organized.
(71) "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 securedby collateral against the debtor, another obligor, or property of either.
(72) "Secured party" means:
(A) a person in whose favor a security interest is created or provided forunder a security agreement, whether or not any obligation to be secured isoutstanding;
(B) a person that holds an agricultural lien;
(C) a consignor;
(D) a person to which accounts, chattel paper, payment intangibles, orpromissory notes have been sold;
(E) a trustee, indenture trustee, agent, collateral agent, or otherrepresentative in whose favor a security interest or agricultural lien iscreated or provided for; or
(F) a person that holds a security interest arising under §§ 8.2-401,8.2-505, 8.2-711 (3), 8.2A-508 (5), 8.4-210, or § 8.5A-118.
(73) "Security agreement" means an agreement that creates or provides for asecurity interest.
(74) "Send," in connection with a record or notification, means:
(A) to deposit in the mail, deliver for transmission, or transmit by anyother usual means of communication, with postage or cost of transmissionprovided for, addressed to any address reasonable under the circumstances; or
(B) to cause the record or notification to be received within the time thatit would have been received if properly sent under subparagraph (A).
(75) "Software" means a computer program and any supporting informationprovided in connection with a transaction relating to the program. The termdoes not include a computer program that is included in the definition ofgoods.
(76) "State" means a state of the United States, the District of Columbia,Puerto Rico, the United States Virgin Islands, or any territory or insularpossession subject to the jurisdiction of the United States.
(77) "Supporting obligation" means a letter of credit right or secondaryobligation that supports the payment or performance of an account, chattelpaper, a document, a general intangible, an instrument, or investmentproperty.
(78) "Tangible chattel paper" means chattel paper evidenced by a record orrecords consisting of information that is inscribed on a tangible medium.
(79) "Termination statement" means an amendment of a financing statementwhich:
(A) identifies, by its file number, the initial financing statement to whichit relates; and
(B) indicates either that it is a termination statement or that theidentified financing statement is no longer effective.
(80) "Transmitting utility" means a person primarily engaged in thebusiness of:
(A) operating a railroad, subway, street railway, or trolley bus;
(B) transmitting communications electrically, electromagnetically, or bylight;
(C) transmitting goods by pipeline or sewer; or
(D) transmitting or producing and transmitting electricity, steam, gas, orwater.
(b) Definitions in other titles. The following definitions in other titlesapply to this title:
"Applicant" § 8.5A-102.
"Beneficiary" § 8.5A-102.
"Broker" § 8.8A-102.
"Certificated security" § 8.8A-102.
"Check" § 8.3A-104.
"Clearing corporation" § 8.8A-102.
"Contract for sale" § 8.2-106.
"Control" § 8.7-106.
"Customer" § 8.4-104.
"Entitlement holder" § 8.8A-102.
"Financial asset" § 8.8A-102.
"Holder in due course" § 8.3A-302.
"Issuer" (with respect to a letter of credit or letter-of-credit right) §8.5A-102.
"Issuer" (with respect to a security) § 8.8A-201.
"Issuer" (with respect to documents of title) § 8.7-102.
"Lease" § 8.2A-103.
"Lease agreement" § 8.2A-103.
"Lease contract" § 8.2A-103.
"Leasehold interest" § 8.2A-103.
"Lessee" § 8.2A-103.
"Lessee in ordinary course of business" § 8.2A-103.
"Lessor" § 8.2A-103.
"Lessor's residual interest" § 8.2A-103.
"Letter of credit" § 8.5A-102.
"Merchant" § 8.2-104.
"Negotiable instrument" § 8.3A-104.
"Nominated person" § 8.5A-102.
"Note" § 8.3A-104.
"Proceeds of a letter of credit" § 8.5A-114.
"Prove" § 8.3A-103.
"Sale" § 8.2-106.
"Securities account" § 8.8A-501.
"Securities intermediary" § 8.8A-102.
"Security" § 8.8A-102.
"Security certificate" § 8.8A-102.
"Security entitlement" § 8.8A-102.
"Uncertificated security" § 8.8A-102.
(c) Title 8.1A definitions and principles. Title 8.1A contains generaldefinitions and principles of construction and interpretation applicablethroughout this title.
(1964, c. 219, §§ 8.2-326, 8.9-105, 8.9-106, 8.9-109, 8.9-115, 8.9-301,8.9-306; 1966, c. 394; 1973, c. 509; 1983, c. 204; 1984, c. 613; 1996, cc.77, 216; 1997, c. 343; 2000, c. 1007; 2003, c. 353; 2004, c. 200.)
