KRS 355.9-102: Definitions and index of definitions.

(1) In this article:

(a) "Accession" means goods that are physically united with other goods in such

a manner that the identity of the original goods is not lost;

(b) 1. "Account," except as used in "account for," "account statement,"

"account to," "commodity account" in paragraph (p) of this subsection,

"customer's account," "deposit account" in paragraph (ag) of this

subsection, "on account of," and "statement of account," means a right

to payment of a monetary obligation, whether or not earned by

performance:

a. For property tha t has been or is to be sold, leased, licensed,

assigned, or otherwise disposed of;

b. For services rendered or to be rendered;

c. For a policy of insurance issued or to be issued;

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 t o operate the game by a state or

governmental unit of a state.

2. The term includes:

a. Controllable accounts; and

b. Health-care-insurance receivables.

3. The term does not include:

a. Chattel paper;

b. Commercial tort claims;

c. Deposit accounts;

d. Investment property;

e. Letter-of-credit rights or letters of credit;

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; or

g. Rights to payment evidenced by an instrument;

(c) 1. "Account debtor" means a person obligated on an account, chattel paper,

or general intangible.

2. The term does not include persons obligated to pay a negotiable

instrument, even if the negotiable instrument evidences chattel paper;

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

1. Signed by a secured party;

2. Indicating the aggregate unpaid secured obligations as of a date not

more than thirty-five (35) days earlier or thirty -five (35) days later than

the date of the record; and

3. Identifying the components of the obligations in reasonable detail;

(e) "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 furn ished 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;

(f) "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;

(g) Reserved;

(h) 1. "Assignee," except as used in "assignee for benefit of creditors," means

a person:

a. In whose favor a security interest that secures an obligation is

created or provided for under a security agreement, whether or not

the obligation is outstanding; or

b. To which an account, chattel paper, payment intangible, or

promissory note has been sold.

2. The term includes a person to which a security interest has been

transferred by a security party;

(i) 1. "Assignor" means a person that:

a. Under a security agreement, creates or provides for a security

interest that secures an obligation; or

b. Sells an account, chattel paper, payment intangible, or promissory

note.

2. The term includes a security party that has transferred a security interest

to another person;

(j) "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;

(k) "Cash proceeds" means proceeds that are money, checks, deposit accounts, or

the like;

(l) 1. "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.

2. The term includes another record maintained as an alternative to a

certificate of title by the governmental unit that issues certificates of title

if a statute permits the security interest in question to be indicated on the

record as a condition or result of the security interest's obtaining priority

over the rights of a lien creditor with respect to the collateral;

(m) 1. "Chattel paper" means:

a. A right to payment of a monetary obligation secured by specific

goods, if the right to payment and security agreement are

evidenced by a record; or

b. A right to payment of a monetary obligation owed by a lessee

under a lease agreement with respect to specific goods and a

monetary obligation owed by the lessee in connection with the

transaction giving rise to the lease, if:

i. The right to payment and lease agreement are evidenced by a

record; and

ii. The predominant purpose of the transaction giving rise to the

lease was to give the lessee the right to possession and use of

the goods.

2. The term does not include a right to payment arising out of a charter or

other contract involving the use or hire of a vessel or 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;

(n) 1. "Collateral" means the property subject to a security interest or

agricultural lien.

2. The term includes:

a. Proceeds to which a security interest attaches;

b. Accounts, chattel paper, payment intangibles, and promissory

notes that have been sold; and

c. Goods that are the subject of a consignment;

(o) "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;

(p) "Commodity account" means an account maintained by a commodity

intermediary in which a commodity contract is carried for a commodi ty

customer;

(q) "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 bee n

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;

(r) "Commodity customer" means a person for which a commodity intermediary

carries a commodity contract on its books;

(s) "Commodity intermediary" means a person that:

1. Is registered as a futures commission merchant under federal

commodities law; or

2. In the ord inary 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;

(t) "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;

(u) "Consignee" means a mer chant to which goods are delivered in a

consignment;

(v) "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

c. Is not generally known by its creditors to be substantially engaged

in selling the goods of others;

2. With respect to each delivery, the aggregat e value of the goods is one

thousand dollars ($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;

(w) "Consignor" m eans a person that delivers goods to a consignee in a

consignment;

(x) "Consumer debtor" means a debtor in a consumer transaction;

(y) "Consumer goods" means goods that are used or bought for use primarily for

personal, family, or household purposes;

(z) "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;

(aa) "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;

(ab) 1. "Consumer transaction" means a transaction in which:

a. An individual incurs an obligati on primarily for personal, family,

or household purposes;

b. A security interest secures the obligation; and

c. The collateral is held or acquired primarily for personal, family, or

household purposes.

2. The term includes consumer-goods transactions;

(ac) "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;

(ad) "Controllable account" means an account evidenced by a controllable

electronic record that provides that the account debtor undertakes to pay the

person that has control under KRS 355.12 -105 of the controllable electronic

record;

(ae) "Controllable payment intangible" means a payment intangible evidenced by

a controllable electronic record that provides that the account debtor

undertakes to pay the person that has control under KRS 355.12 -105 of the

controllable electronic record;

(af) "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;

(ag) 1. "Deposit account" means a demand, time, savings, passbook, or similar

account maintained with a bank.

2. The term does not include investment property or accounts evidenced by

an instrument;

(ah) "Document" means a document of title or a receipt of the type described in

KRS 355.7-201(2);

(ai) Reserved;

(aj) "Electronic money" means money in an electronic form;

(ak) 1. "Encumbrance" means a right, other than an ownership interest, in real

property.

2. The term includes mortgages and other liens on real property;

(al) "Equipment" means goods other than inventory, farm products, or consumer

goods;

(am) 1. "Farm products" means goods, other than standing tim ber, with respect

to which the debtor is engaged in a farming operation and which are:

a. Crops grown, growing, or to be grown, including:

i. Crops produced on trees, vines, and bushes; and

ii. Aquatic goods produced in aquacultural operations;

b. Livestock, born or unborn, including aquatic goods produced in

aquacultural operations;

c. Supplies used or produced in a farming operation;

d. Products of crops or livestock in their unmanufactured states; or

e. Equine interests, including, but not limited to, in terests in horses,

mares, yearlings, foals, weanlings, stallions, syndicated stallions,

and stallion shares (including seasons and other rights in

connection therewith), whether or not the debtor is engaged in

farming operations and without regard to the use thereof.

2. If goods are farm products, they are neither equipment nor inventory;

(an) "Farming operation" means raising, cultivating, propagating, fattening,

grazing, or any other farming, livestock, or aquacultural operation;

(ao) "File number" means the number assigned to an initial financing statement

pursuant to KRS 355.9-519(1);

(ap) "Filing office" means an office designated in KRS 355.9 -501 as the place to

file a financing statement;

(aq) "Filing-office rule" means a rule adopted pursuant to KRS 355.9-526;

(ar) "Financing statement" means a record or records composed of an initial

financing statement and any filed record relating to the initial financing

statement;

(as) 1. "Fixture filing" means the filing of a financing statement covering goods

that are or are to become fixtures and satisfying KRS 355.9 -502(1) and

(2).

2. The term includes the filing of a financing statement covering goods of a

transmitting utility which are or are to become fixtures;

(at) "Fixtures" means goods that have become so related to particular real property

that an interest in them arises under real property law;

(au) 1. "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.

2. The term includes:

a. Controllable electronic records;

b. Payment intangibles; and

c. Software;

(av) Reserved;

(aw) 1. "Goods" means all things that are movable when a securi ty interest

attaches.

2. The term includes:

a. Fixtures;

b. Standing timber that is to be cut and removed under a conveyance

or contract for sale;

c. The unborn young of animals;

d. Crops grown, growing, or to be grown, even if the crops are

produced on trees, vines, or bushes; and

e. Manufactured homes.

3. 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:

a. The program is associated with the good s in such a manner that it

customarily is considered part of the goods; or

b. By becoming the owner of the goods, a person acquires a right to

use the program in connection with the goods.

4. The term does not include a computer program embedded in goods t hat

consist solely of the medium in which the program is embedded.

5. The term also does not include accounts, chattel paper, commercial tort

claims, deposit accounts, documents, general intangibles, instruments,

investment property, letter -of-credit right s, letters of credit, money, or

oil, gas, or other minerals before extraction;

(ax) 1. "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.

2. 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;

(ay) "Health-care-insurance receivable" me ans an interest in or claim under a

policy of insurance which is a right to payment of a monetary obligation for

health-care goods or services provided or to be provided;

(az) 1. "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.

2. The term does not include:

a. Investment property;

b. Letters of credit;

c. 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; or

d. Writings that evidence chattel paper;

(ba) "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;

(bb) "Investment property" means a security, whether certificated or uncertificated,

security entitlement, securities account, commodity contract, or commodity

account;

(bc) "Jurisdiction of organization," with respect to a registered organization, means

the jurisdiction under whose law the organization is organized;

(bd) 1. "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.

2. The term does not include the right of a beneficiary to demand payment

or performance under a letter of credit;

(be) "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;

(bf) 1. "Manufactured home" means a struct ure, transportable in one (1) or

more sections, which, in the traveling mode, is eight (8) body feet or

more in width or forty (40) body feet or more in length, or, when erected

on site, is three hundred twenty (320) or more square feet, and which is

built on a permanent chassis and designed to be used as a dwelling with

or without a permanent foundation when connected to the required

utilities, and includes the plumbing, heating, air -conditioning, and

electrical systems contained therein.

2. 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 co mplies with

the standards established under Title 42 of the United States Code;

(bg) "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;

(bh) "Money" has the meaning in KRS 355.1-201, but does not include:

1. A deposit account; or

2. Money in an electronic form tha t cannot be subjected to control under

KRS 355.9-1051;

(bi) "Mortgage" means a consensual interest in real property, including fixtures,

which secures payment or performance of an obligation;

(bj) "New debtor" means a person that becomes bound as debtor under KRS

355.9-203(4) by a security agreement previously entered into by another

person;

(bk) 1. "New value" means:

a. Money;

b. Money's worth in property, services, or new credit; or

c. Release by a transferee of an interest in property previously

transferred to the transferee.

2. The term does not include an obligation substituted for another

obligation;

(bl) "Noncash proceeds" means proceeds other than cash proceeds;

(bm) 1. "Obligor" means a pers on that, with respect to an obligation secured by

a security interest in or an agricultural lien on the collateral:

a. Owes payment or other performance of the obligation;

b. Has provided property other than the collateral to secure payment

or other performance of the obligation; or

c. Is otherwise accountable in whole or in part for payment or other

performance of the obligation.

2. The term does not include issuers or nominated persons under a letter of

credit;

(bn) "Original debtor," except as used in KR S 355.9-310(3), means a person that,

as debtor, entered into a security agreement to which a new debtor has

become bound under KRS 355.9-203(4);

(bo) 1. "Payment intangible" means a general intangible under which the

account debtor's principal obligation is a monetary obligation.

2. The term includes a controllable payment intangible;

(bp) "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;

(bq) "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 subparagraph 1. of this paragraph;

4. The spouse of an individual described in subparagraph 1., 2., or 3. of

this paragraph; or

5. An individual who is related by blood or marriage to an individual

described in subparagraph 1., 2., 3., or 4. of this paragraph and shares

the same home with the individual;

(br) "Proceeds," except as used in KRS 355.9 -609(2), 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;

(bs) "Promissory note" means an instrument that ev idences 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;

(bt) "Proposal" means a record signed by a secured party whi ch 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 KRS 355.9 -620, 355.9 -

621, and 355.9-622;

(bu) "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 (20) years; and

3. The debtor, obligor, secured party, account debtor or other person

obligated on col lateral, 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;

(bv) "Public organic record" means a record that is available to the public for

inspection and that is:

1. A record consisting of the record initially filed with or issued by a state

or the United States to form or organize an organization and any record

filed with or issued by the state or the United States which amends or

restates the initial record;

2. An org anic record of a business trust consisting of the record initially

filed with a state and any record filed with the state which amends or

restates the initial record, if a statute of the state governing business

trusts requires that the record be filed with the state; or

3. A record consisting of legislation enacted by the legislature of a state or

the Congress of the United States which forms or organizes an

organization, any record amending the legislation, and any record filed

with or issued by the state or United States which amends or restates the

name of the organization;

(bw) "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 e vent of default or other event not within the

secured party's control has relieved or may relieve the secured party from its

obligation;

(bx) "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;

(by) 1. "Registered organization" means an organization formed or organized

solely under the law of a single state or the United States by the filing of

a public organic record with, the issuance of a public organic record by,

or the enactment of legislation by the state or the United States.

2. The term includes a business trust that is formed or organized under the

law of a single state if a statute of the state governing business trusts

requires that the business trust's organic record be filed with the state;

(bz) "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;

(ca) "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 KRS 355.2 -401,

355.2-505, 355.2-711(3), 355.2A-508(5), 355.4-210, or 355.5-118;

(cb) "Security agreement" means an agreement that creates or provides for a

security interest;

(cc) Reserved;

(cd) "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;

(ce) "State" means a st ate 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;

(cf) "Supporting obligation" means a letter -of-credit right or secon dary obligation

that supports the payment or performance of an account, chattel paper, a

document, a general intangible, an instrument, or investment property;

(cg) Reserved;

(ch) "Tangible money" means money in a tangible form;

(ci) "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; and

(cj) "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.

(2) "Control" as provided in KRS 355.7 -106 and the following definitions in other

articles of this chapter apply to this article:

(a) "Applicant." KRS 355.5-102;

(b) "Beneficiary." KRS 355.5-102;

(c) "Broker." KRS 355.8-102;

(d) "Certificated security." KRS 355.8-102;

(e) "Check." KRS 355.3-104;

(f) "Clearing corporation." KRS 355.8-102;

(g) "Contract for sale." KRS 355.2-106;

(h) "Controllable electronic record." KRS 355.12-102;

(i) "Customer." KRS 355.4-104;

(j) "Entitlement holder." KRS 355.8-102;

(k) "Financial asset." KRS 355.8-102;

(l) "Holder in due course." KRS 355.3-302;

(m) "Issuer." (with respect to a letter of credit or letter-of-credit right) KRS 355.5-

102;

(n) "Issuer." (with respect to a security) KRS 355.8-201;

(o) "Lease." KRS 355.2A-103;

(p) "Lease agreement." KRS 355.2A-103;

(q) "Lease contract." KRS 355.2A-103;

(r) "Leasehold interest." KRS 355.2A-103;

(s) "Lessee." KRS 355.2A-103;

(t) "Lessee in ordinary course of business." KRS 355.2A-103;

(u) "Lessor." KRS 355.2A-103;

(v) "Lessor's residual interest." KRS 355.2A-103;

(w) "Letter of credit." KRS 355.5-102;

(x) "Merchant." KRS 355.2-104;

(y) "Negotiable instrument." KRS 355.3-104;

(z) "Nominated person." KRS 355.5-102;

(aa) "Note." KRS 355.3-104;

(ab) "Proceeds of a letter of credit." KRS 355.5-114;

(ac) "Protected purchaser." KRS 355.8-303;

(ad) "Prove." KRS 355.3-103;

(ae) "Qualifying purchaser." KRS 355.12-102;

(af) "Sale." KRS 355.2-106;

(ag) "Securities account." KRS 355.8-501;

(ah) "Securities intermediary." KRS 355.8-102;

(ai) "Security." KRS 355.8-102;

(aj) "Security certificate." KRS 355.8-102;

(ak) "Security entitlement." KRS 355.8-102; and

(al) "Uncertificated security." KRS 355.8-102.

(3) Article 1 of this chapter contains general definitions and principles of construction

and interpretation applicable throughout this article.