§ 4-9-102 — Definitions and index of definitions
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(a) In this article 9:
(1) Accession means goods that are physically united with other goods in
such a manner that the identity of the original goods is not lost.
(2) Account, except as used in account for, account statement,
account to, commodity account in subsection (a)(14) of this section, customer's
account, deposit account in subsection (a)(29) of this section, on account of,
and statement of account, means a right to payment of a monetary obligation,
whether or not earned by performance, (i) for property that has been or is to be sold,
leased, licensed, assigned, or otherwise disposed of; (ii) for services rendered or to
be rendered; (iii) for a policy of insurance issued or to be issued; (iv) for a secondary
obligation incurred or to be incurred; (v) for energy provided or to be provided; (vi)
for the use or hire of a vessel under a charter or other contract; (vii) arising out of
the use of a credit or charge card or information contained on or for use with the
card; or (viii) as winnings in a lottery or other game of chance operated or sponsored
by a state, governmental unit of a state, or person licensed or authorized to operate
the game by a state or governmental unit of a state. The term includes controllable
accounts and health-care-insurance receivables. The term does not include (i)
chattel paper; (ii) commercial tort claims; (iii) deposit accounts; (iv) investment
property; (v) letter-of-credit rights or letters of credit; (vi) 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 (vii) rights to
payment evidenced by an instrument.
(3) Account debtor means a person obligated on an account, chattel paper,
or general intangible. The term does not include persons obligated to pay a
negotiable instrument, even if the negotiable instrument evidences chattel paper.
(4) Accounting, except as used in accounting for, means a record:
(A) Signed by a secured party;
(B) Indicating the aggregate unpaid secured obligations as of a date not
more than thirty-five days earlier or thirty-five days later than the date of the
record; and
(C) Identifying the components of the obligations in reasonable detail.
(5) Agricultural lien means an 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 farming
operation; or
(ii) Rent on real property leased by a debtor in connection with its farming
operation;
(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 a
debtor in connection with a debtor's farming operation; or
(ii) Leased real property to a debtor in connection with the debtor's farming
operation; and
(C) Whose effectiveness does not depend on the person's possession of the
personal property.
(6) As-extracted collateral means:
(A) Oil, gas, minerals, or other substances of value that may be extracted
from the earth that are subject to a security interest that:
(i) Is created by a debtor having an interest in the minerals or such other
substances before extraction; and
(ii) Attaches to the minerals or such other substances as extracted; or
(B) Accounts arising out of the sale at the wellhead or minehead of oil, gas,
minerals, or other substances of value that may be extracted from the earth in
which the debtor had an interest before extraction.
(7) Repealed.
(7.3) Assignee, except as used in assignee for benefit of creditors, means
a person (i) 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 (ii) to which an account, chattel paper, payment intangible, or
promissory note has been sold. The term includes a person to which a security
interest has been transferred by a secured party.
(7.5) Assignor means a person that (i) under a security agreement creates
or provides for a security interest that secures an obligation or (ii) sells an account,
chattel paper, payment intangible, or promissory note. The term includes a secured
party that has transferred a security interest to another person.
(8) 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.
(8.5) Business day means any day other than Saturday, Sunday, or a state
of Colorado or federal legal holiday.
(9) Cash proceeds means proceeds that are money, checks, deposit
accounts, or the like.
(10) 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. 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.
(11) 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. 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.
(12) Collateral means the property subject to a security interest or
agricultural lien. 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.
(13) Commercial tort claim means a claim arising in tort with respect to
which:
(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 death of
an individual.
(14) Commodity account means an account maintained by a commodity
intermediary in which a commodity contract is carried for a commodity customer.
(15) 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:
(A) Traded on or subject to the rules of a board of trade that has been
designated as a contract market for such a contract pursuant to federal
commodities laws; or
(B) 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.
(16) Commodity customer means a person for which a commodity
intermediary carries a commodity contract on its books.
(17) Commodity intermediary means a person that:
(A) Is registered as a futures commission merchant under federal
commodities law; or
(B) In the ordinary course of its business provides clearance or settlement
services for a board of trade that has been designated as a contract market
pursuant to federal commodities law.
(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
and receiving the record; or
(C) 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.
(19) Consignee means a merchant to which goods are delivered in a
consignment.
(20) Consignment means a transaction, regardless of its form, in which a
person 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 the
person making delivery;
(ii) Is not an auctioneer; and
(iii) Is not generally known by its creditors to be substantially engaged in
selling the goods of others;
(B) With respect to each delivery, the aggregate value of the goods is one
thousand dollars or 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 an
obligation.
(21) Consignor means a person that delivers goods to a consignee in a
consignment.
(22) Consumer debtor means a debtor in a consumer transaction.
(22.5) Consumer deposit account means a deposit account held in the
name of one or more natural persons and used by him, her, or them primarily for
personal, family, or household purposes.
(23) Consumer goods means goods that are used or bought for use
primarily for 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, or
household purposes; and
(B) A security interest in consumer goods secures the obligation.
(25) 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.
(26) Consumer transaction means a transaction in which (i) an individual
incurs an obligation primarily for personal, family, or household purposes, (ii) a
security interest secures the obligation, and (iii) the collateral is held or acquired
primarily for personal, family, or household purposes. The term includes consumer-goods transactions.
(27) Continuation statement means an amendment of a financing
statement which:
(A) Identifies, by its file number, the initial financing statement to which it
relates; and
(B) Indicates that it is a continuation statement for, or that it is filed to
continue the effectiveness of, the identified financing statement.
(27.5) 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 section 4-12-105 of the controllable electronic
record.
(27.7) 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 section 4-12-105 of the
controllable electronic record.
(28) Debtor means:
(A) A person having an interest, other than a security interest or other lien, in
the collateral, whether or not the person is an obligor;
(B) A seller of accounts, chattel paper, payment intangibles, or promissory
notes; or
(C) A consignee.
(29) Deposit account means a demand, time, savings, passbook, or similar
account maintained with a bank. The term does not include investment property or
accounts evidenced by an instrument.
(30) Document means a document of title or a receipt of the type
described in section 4-7-201 (b).
(31) Repealed.
(32) Encumbrance means a right, other than an ownership interest, in real
property. The term includes mortgages and other liens on real property.
(33) Equipment means goods other than inventory, farm products, or
consumer goods.
(34) Farm products means goods, other than standing timber, 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; 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 aquacultural operation.
(36) File number means the number assigned to an initial financing
statement pursuant to section 4-9-519 (a).
(37) Filing office means an office designated in section 4-9-501 as the
place to file a financing statement.
(38) Filing-office rule means a rule adopted pursuant to section 4-9-526.
(39) Financing statement means a record or records composed of an initial
financing statement and any filed record relating to the initial financing statement.
(40) Fixture filing means the filing of a financing statement covering goods
that are or are to become fixtures and satisfying section 4-9-502 (a) and (b). The
term includes the filing of a financing statement covering goods of a transmitting
utility which are or are to become fixtures.
(41) Fixtures means goods that have become so related to particular real
property that an interest in them arises under real property law.
(42) General intangible means any personal property, including things in
action, other than accounts, chattel paper, commercial tort claims, deposit
accounts, documents, goods, instruments, investment property, letter-of-credit
rights, letters of credit, money, and oil, gas, or other minerals before extraction. The
term includes controllable electronic records, payment intangibles, and software.
(43) Good faith means honesty in fact and the observance of reasonable
commercial standards of fair dealing.
(44) Goods means all things that are movable when a security interest
attaches. The term includes (i) fixtures, (ii) standing timber that is to be cut and
removed under a conveyance or contract for sale, (iii) the unborn young of animals,
(iv) crops grown, growing, or to be grown, even if the crops are produced on trees,
vines, or bushes, and (v) manufactured homes. The term also includes a computer
program embedded in goods and any supporting information provided in connection
with a transaction relating to the program if (i) the program is associated with the
goods in such a manner that it customarily is considered part of the goods, or (ii) by
becoming the owner of the goods, a person acquires a right to use the program in
connection with the goods. The term does not include a computer program
embedded in goods that consist solely of the medium in which the program is
embedded. The term also does not include accounts, chattel paper, commercial tort
claims, deposit accounts, documents, general intangibles, instruments, investment
property, letter-of-credit rights, letters of credit, money, or oil, gas, or other
minerals before extraction.
(45) Governmental unit means a subdivision, agency, department, county,
parish, municipality, or other unit of the government of the United States, a state, or
a foreign country. The term includes an organization having a separate corporate
existence if the organization is eligible to issue debt on which interest is exempt
from income taxation under the laws of the United States.
(46) Health-care-insurance receivable means an interest in or claim under
a policy of insurance that is a right to payment of a monetary obligation for health-care goods or services provided or to be provided.
(47) 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 the ordinary course of business is
transferred by delivery with any necessary indorsement or assignment. The term
does not include (i) investment property; (ii) letters of credit; (iii) 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 (iv) writings that evidence
chattel paper.
(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 a contract
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 consumed
in a business.
(49) Investment property means a security, whether certificated or
uncertificated, security entitlement, securities account, commodity contract, or
commodity account.
(50) Jurisdiction of organization, with respect to a registered organization,
means the jurisdiction under whose law the organization is organized.
(51) Letter-of-credit right means a right to payment or performance under
a letter of credit, whether or not the beneficiary has demanded or is at the time
entitled to demand payment or performance. The term does not include the right of
a beneficiary to demand payment or performance under a letter of credit.
(52) Lien creditor means:
(A) A creditor that has acquired a lien on the property involved by
attachment, 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 more
sections, which, in the traveling mode, is eight body feet or more in width or forty
body feet or more in length, or, when erected on site, is three hundred twenty or
more square feet, and which is built on a permanent chassis and designed to be
used as a dwelling with or without a permanent foundation when connected to the
required utilities, and includes the plumbing, heating, air-conditioning, and
electrical systems contained therein. The term includes any structure that meets all
of the requirements of this paragraph (53) except the size requirements and with
respect to which the manufacturer voluntarily files a certification required by the
United States secretary of housing and urban development and complies with the
standards established under Title 42 of the United States Code.
(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 as
inventory, is the primary collateral.
(54.5) Money has the meaning in section 4-1-201 (b)(23), but does not
include a deposit account.
(55) Mortgage means a consensual interest in real property, including
fixtures, which secures payment or performance of an obligation.
(56) New debtor means a person that becomes bound as debtor under
section 4-9-203 (d) by a security agreement previously entered into by 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 property previously
transferred to the transferee. The term does not include an obligation substituted
for another obligation.
(58) Noncash proceeds means proceeds other than cash proceeds.
(59) Obligor means a person that, with respect to an obligation secured by
a security interest in or an agricultural lien on the collateral, (i) owes payment or
other performance of the obligation, (ii) has provided property other than the
collateral to secure payment or other performance of the obligation, or (iii) is
otherwise accountable in whole or in part for payment or other performance of the
obligation. The term does not include issuers or nominated persons under a letter of
credit.
(60) Original debtor, except as used in section 4-9-310 (c), means a person
that, as debtor, entered into a security agreement to which a new debtor has
become bound under section 4-9-203 (d).
(61) Payment intangible means a general intangible under which the
account debtor's principal obligation is a monetary obligation. The term includes a
controllable payment intangible.
(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's
spouse; or
(D) Any other relative, by blood or marriage, of the individual or the
individual'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 under
common control with the organization;
(B) An officer or director of, or a person performing similar functions with
respect to, the organization;
(C) An officer or director of, or a person performing similar functions with
respect to, a person described in subparagraph (A) of this paragraph (63);
(D) The spouse of an individual described in subparagraph (A), (B), or (C) of
this paragraph (63); or
(E) An individual who is related by blood or marriage to an individual
described in subparagraph (A), (B), (C), or (D) of this paragraph (63) and shares the
same home with the individual.
(64) Proceeds, except as used in section 4-9-609 (b), means the following
property:
(A) Whatever is acquired upon the sale, lease, license, exchange, or other
disposition 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 of rights in,
or damage to, the collateral; or
(E) 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.
(65) Promissory note means an instrument that evidences a promise to pay
a monetary obligation, does not evidence an order to pay, and does not contain an
acknowledgment by a bank that the bank has received for deposit a sum of money
or funds.
(66) Proposal means a record signed by a secured party which includes the
terms on which the secured party is willing to accept collateral in full or partial
satisfaction of the obligation it secures pursuant to sections 4-9-620, 4-9-621, and
4-9-622.
(67) Reserved.
(68) Public organic record means a record that is available to the public for
inspection and is:
(A) 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 that amends or restates the initial record;
(B) An organic record of a business trust consisting of the record initially
filed with a state and any record filed with the state that 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
(C) A record consisting of legislation enacted by the legislature of a state or
the congress of the United States that forms or organizes an organization, any
record amending the legislation, and any record filed with or issued by the state or
the United States that amends or restates the name of the organization.
(69) Repealed.
(70) Reserved.
(71) Pursuant to commitment, with respect to an advance made or other
value given by a secured party, means pursuant to the secured party's obligation,
whether or not a subsequent event of default or other event not within the secured
party's control has relieved or may relieve the secured party from its obligation.
(72) 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.
(73) 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. 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.
(74) 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 secured
by collateral against the debtor, another obligor, or property of either.
(75) Secured party means:
(A) 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;
(B) A person that holds an agricultural lien;
(C) A consignor;
(D) A person to which accounts, chattel paper, payment intangibles, or
promissory notes have been sold;
(E) 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
(F) A person that holds a security interest arising under section 4-2-401, 4-2-505, 4-2-711 (3), 4-2.5-508 (5), 4-4-210, or 4-5-117.5.
(76) Security agreement means an agreement that creates or provides for
a security interest.
(77) Repealed.
(78) 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.
(79) State means a state of the United States, the District of Columbia,
Puerto Rico, the United States Virgin Islands, or any territory or insular possession
subject to the jurisdiction of the United States.
(80) Supporting obligation means a letter-of-credit right or secondary
obligation that supports the payment or performance of an account, chattel paper,
a document, a general intangible, an instrument, or investment property.
(81) Repealed.
(82) Termination statement means an amendment of a financing statement
which:
(A) Identifies, by its file number, the initial financing statement to which it
relates; and
(B) Indicates either that it is a termination statement or that the identified
financing statement is no longer effective.
(83) Transmitting utility means a person primarily engaged in the business
of:
(A) Operating a railroad, subway, street railway, or trolley bus;
(B) Transmitting communications electrically, electromagnetically, or by
light;
(C) Transmitting goods by pipeline or sewer; or
(D) Transmitting or producing and transmitting electricity, steam, gas, or
water.
(b) Control as provided in section 4-7-106 and the following definitions in
other articles apply to this article 9:
ApplicantSection 4-5-102.
BeneficiarySection 4-5-102.
BrokerSection 4-8-102.
Certificated securitySection 4-8-102.
CheckSection 4-3-104.
Clearing corporationSection 4-8-102.
Contract for saleSection 4-2-106.
Controllable electronic recordSection 4-12-102.
CustomerSection 4-4-104.
Entitlement holderSection 4-8-102.
Financial assetSection 4-8-102.
Holder in due courseSection 4-3-302.
Issuer (with respect to a letter of credit or
letter-of-credit right)Section 4-5-102.
Issuer (with respect to a security)Section 4-8-201.
Issuer (with respect to documents of title)Section 4-7-102.
LeaseSection 4-2.5-103.
Lease agreementSection 4-2.5-103.
Lease contractSection 4-2.5-103.
Leasehold interestSection 4-2.5-103.
LesseeSection 4-2.5-103.
Lessee in ordinary course of businessSection 4-2.5-103.
LessorSection 4-2.5-103.
Lessor's residual interestSection 4-2.5-103.
Letter of creditSection 4-5-102.
MerchantSection 4-2-104.
Negotiable instrumentSection 4-3-104.
Nominated personSection 4-5-102.
NoteSection 4-3-104.
Proceeds of a letter of creditSection 4-5-114.
Protected purchaserSection 4-8-303.
ProveSection 4-3-103.
Qualifying purchaserSection 4-12-102.
SaleSection 4-2-106.
Securities accountSection 4-8-501.
Securities intermediarySection 4-8-102.
SecuritySection 4-8-102.
Security certificateSection 4-8-102.
Security entitlementSection 4-8-102.
Uncertificated securitySection 4-8-102.
(c) Article 1 of this title contains general definitions and principles of
construction and interpretation applicable throughout this article.
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