2012 Pennsylvania Consolidated Statutes
Title 13 - COMMERCIAL CODE
Chapter 91 - General Provisions
Section 9102 - Definitions and index of definitions

     § 9102.  Definitions and index of definitions.
        (a)  Division 9 definitions.--The following words and phrases
     when used in this division shall have the meanings given to them
     in this subsection:
        "Accession."  Goods which are physically united with other
     goods in such a manner that the identity of the original goods
     is not lost.
        "Account."
            (1)  Except as used in "account for," a right to payment
        of a monetary obligation, whether or not earned by
        performance:
                (i)  for property which 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.
            (2)  The term includes health-care-insurance receivables.
            (3)  The term does not include:
                (i)  rights to payment evidenced by chattel paper or
            an instrument;
                (ii)  commercial tort claims;
                (iii)  deposit accounts;
                (iv)  investment property;
                (v)  letter-of-credit right or letters of credit; or
                (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.
        "Account debtor."  A person obligated on an account, chattel
     paper or general intangible. The term does not include persons
     obligated to pay a negotiable instrument even if the instrument
     constitutes part of chattel paper.
        "Accounting."  Except as used in "accounting for," a record:
            (1)  authenticated by a secured party;
            (2)  indicating the aggregate unpaid secured obligations
        as of a date not more than 35 days earlier or 35 days later
        than the date of the record; and
            (3)  identifying the components of the obligations in
        reasonable detail.
        "Agricultural lien."  An interest in farm products:
            (1)  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;
            (2)  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
            (3)  whose effectiveness does not depend on the person's
        possession of the personal property.
        "As-extracted collateral."  Any of the following:
            (1)  Oil, gas or other minerals which are subject to a
        security interest which:
                (i)  is created by a debtor having an interest in the
            minerals before extraction; and
                (ii)  attaches to the minerals as extracted.
            (2)  Accounts arising out of the sale at the wellhead or
        minehead of oil, gas or other minerals in which the debtor
        had an interest before extraction.
        "Authenticate."  To:
                (i)  sign; or
                (ii)  execute or otherwise adopt a symbol, or encrypt
            or similarly process a record in whole or in part, with
            the present intent of the authenticating person to
            identify the person and adopt or accept a record.
        "Bank."  An organization which is engaged in the business of
     banking. The term includes any savings bank, savings and loan
     association, credit union or trust company.
        "Cash proceeds."  Proceeds which are money, checks, deposit
     accounts or the like.
        "Certificate of title."  A certificate of title with respect
     to which a statute provides for the security interest in
     question to be indicated on the certificate as a condition or
     result of the security interest's obtaining priority over the
     rights of a lien creditor with respect to the collateral.
        "Chattel paper."  A record or records which evidence both a
     monetary obligation and a security interest in specific goods, a
     security interest in specific goods and software used in the
     goods, a security interest in specific goods and license of
     software used in the goods, a lease of specific goods or a lease
     of specific goods and license of software used in the goods. In
     this definition, "monetary obligation" means a monetary
     obligation secured by the goods or owed under a lease of the
     goods and includes a monetary obligation with respect to
     software used in the goods. The term does not include charters
     or other contracts involving the use or hire of a vessel or
     records which evidence a right to payment arising out of the use
     of a credit or charge card or information contained on or for
     use with the card. If a transaction is evidenced by records that
     include an instrument or series of instruments, the group of
     records taken together constitutes chattel paper.
        "Collateral."  The property subject to a security interest or
     agricultural lien. The term includes:
            (1)  proceeds to which a security interest attaches;
            (2)  accounts, chattel paper, payment intangibles and
        promissory notes which have been sold; and
            (3)  goods which are the subject of a consignment.
        "Commercial tort claim."  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:
                (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.
        "Commodity account."  An account maintained by a commodity
     intermediary in which a commodity contract is carried for a
     commodity customer.
        "Commodity contract."  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 which has been designated as a contract market for such
        a contract pursuant to Federal commodities laws; or
            (2)  traded on a foreign commodity board of trade,
        exchange or market and carried on the books of a commodity
        intermediary for a commodity customer.
        "Commodity customer."  A person for whom or which a commodity
     intermediary carries a commodity contract on its books.
        "Commodity intermediary."  A person that:
            (1)  is registered as a futures commission merchant under
        Federal commodities law; or
            (2)  in the ordinary course of its business provides
        clearance or settlement services for a board of trade which
        has been designated as a contract market pursuant to Federal
        commodities law.
        "Communicate."  Any of the following:
            (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.
            (3)  In the case of transmission of a record to or by a
        filing office, to transmit a record by any means prescribed
        by filing-office rule.
        "Consignee."  A merchant to whom or which goods are delivered
     in a consignment.
        "Consignment."  A transaction, regardless of its form, in
     which a person delivers goods to a merchant for the purpose of
     sale and all of the following apply:
            (1)  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.
            (2)  With respect to each delivery, the aggregate value
        of the goods is $1,000 or more at the time of delivery.
            (3)  The goods are not consumer goods immediately before
        delivery.
            (4)  The transaction does not create a security interest
        which secures an obligation.
        "Consignor."  A person that delivers goods to a consignee in
     a consignment.
        "Consumer debtor."  A debtor in a consumer transaction.
        "Consumer goods."  Goods which are used or bought for use
     primarily for personal, family or household purposes.
        "Consumer-goods transaction."  A consumer transaction in
     which:
            (1)  an individual incurs an obligation primarily for
        personal, family or household purposes; and
            (2)  a security interest in consumer goods secures the
        obligation.
        "Consumer obligor."  An obligor who:
            (1)  is an individual; and
            (2)  incurred the obligation as part of a transaction
        entered into primarily for personal, family or household
        purposes.
        "Consumer transaction."  A transaction in which:
            (1)  an individual incurs an obligation primarily for
        personal, family or household purposes;
            (2)  a security interest secures the obligation; and
            (3)  the collateral is held or acquired primarily for
        personal, family or household purposes.
     The term includes consumer-goods transactions.
        "Continuation statement."  An amendment of a financing
     statement which:
            (1)  identifies, by its file number, the initial
        financing statement to which it relates; and
            (2)  indicates that it is a continuation statement for,
        or that it is filed to continue the effectiveness of, the
        identified financing statement.
        "Debtor."  A:
            (1)  person having an interest, other than a security
        interest or other lien, in the collateral, whether or not the
        person is an obligor;
            (2)  seller of accounts, chattel paper, payment
        intangibles or promissory notes; or
            (3)  consignee.
        "Deposit account."  A demand, time, savings, passbook or
     similar account maintained with a bank. The term does not
     include investment property or accounts evidenced by an
     instrument.
        "Document."  A document of title or a receipt of the type
     described in section 7201(b) (relating to person that may issue
     a warehouse receipt; storage under bond).
        "Electronic chattel paper."  Chattel paper evidenced by a
     record consisting of information stored in an electronic medium.
        "Encumbrance."  A right, other than an ownership interest, in
     real property. The term includes a mortgage and any other lien
     on real property.
        "Equipment."  Goods other than inventory, farm products or
     consumer goods.
        "Farm products."  Goods, other than standing timber, with
     respect to which the debtor is engaged in a farming operation
     and which are any of the following:
            (1)  Crops grown, growing or to be grown, including:
                (i)  crops produced on trees, vines and bushes; and
                (ii)  aquatic goods produced in aquacultural
            operations.
            (2)  Livestock, born or unborn, including aquatic goods
        produced in aquacultural operations.
            (3)  Supplies used or produced in a farming operation.
            (4)  Products of crops or livestock in their
        unmanufactured states.
        "Farming operation."  Raising, cultivating, propagating,
     fattening or grazing or any other farming, livestock or
     aquacultural operation.
        "File number."  The number assigned to an initial financing
     statement pursuant to section 9519(a) (relating to filing office
     duties).
        "Filing office."  An office designated in section 9501
     (relating to filing office) as the place to file a financing
     statement.
        "Filing-office rule."  A rule adopted pursuant to section
     9526 (relating to filing-office rules).
        "Financing statement."  A record or records composed of an
     initial financing statement and any filed record relating to the
     initial financing statement.
        "Fixture filing."  The filing of a financing statement:
            (1)  covering goods which are, or are to become,
        fixtures; and
            (2)  satisfying section 9502(a) (relating to sufficiency
        of financing statement) and (b) (relating to real-property-
        related financing statements).
     The term includes the filing of a financing statement covering
     goods of a transmitting utility which are, or are to become,
     fixtures.
        "Fixtures."  Goods which have become so related to particular
     real property that an interest in them arises under real
     property law.
        "General intangible."  Any personal property, including
     things in action, other than accounts, chattel paper, commercial
     tort claims, deposit accounts, documents, goods, instruments,
     investment property, letter-of-credit rights, letters of credit,
     money and oil, gas or other minerals before extraction. The term
     includes payment intangibles and software.
        "Good faith."  (Deleted by amendment).
        "Goods."  All things which are movable when a security
     interest attaches.
            (1)  The term includes all of the following:
                (i)  Fixtures.
                (ii)  Standing timber which 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.
                (v)  Manufactured homes.
                (vi)  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 goods 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.
        The term does not include a computer program embedded in
        goods which consist solely of the medium in which the program
        is embedded.
            (2)  The term does not include accounts, chattel paper,
        commercial tort claims, deposit accounts, documents, general
        intangibles, instruments, investment property, letter-of-
        credit rights, letters of credit, money or oil, gas or other
        minerals before extraction.
        "Governmental unit."  A subdivision, agency, department,
     county, parish, municipality or other unit of the government of
     the United States, a state or a foreign country. The term
     includes an organization having a separate corporate existence
     if the organization is eligible to issue debt on which interest
     is exempt from income taxation under the laws of the United
     States.
        "Health-care-insurance receivable."  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.
        "Instrument."  A negotiable instrument or any other writing
     which evidences a right to the payment of a monetary obligation,
     is not itself a security agreement or lease and is of a type
     which in ordinary course of business is transferred by delivery
     with any necessary indorsement or assignment. The term does not
     include:
            (1)  investment property;
            (2)  letters of credit; or
            (3)  writings which evidence a right to payment arising
        out of the use of a credit or charge card or information
        contained on or for use with the card.
        "Inventory."  Goods, other than farm products, which:
            (1)  are leased by a person as lessor;
            (2)  are held by a person for sale or lease or to be
        furnished under a contract of service;
            (3)  are furnished by a person under a contract of
        service; or
            (4)  consist of raw materials, work in process or
        materials used or consumed in a business.
        "Investment property."  A security whether certificated or
     uncertificated, security entitlement, securities account,
     commodity contract or commodity account.
        "Jurisdiction of organization."  With respect to a registered
     organization, the jurisdiction under whose law the organization
     is organized.
        "Letter-of-credit right."  A right to payment or performance
     under a letter of credit, whether or not the beneficiary has
     demanded or is at the time entitled to demand payment or
     performance. The term does not include the right of a
     beneficiary to demand payment or performance under a letter of
     credit.
        "Lien creditor."  Any of the following:
            (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.
            (4)  A receiver in equity from the time of appointment.
        "Manufactured home."  A structure, transportable in one or
     more sections, which, in the traveling mode, is eight body feet
     or more in width or 40 body feet or more in length, or, when
     erected on site, is 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. The term
     includes any structure that meets all of the requirements of
     this paragraph except the size requirements and with respect to
     which the manufacturer voluntarily files a certification
     required by the United States Secretary of Housing and Urban
     Development and complies with the standards established under 42
     U.S.C. (relating to public health and welfare).
        "Manufactured-home transaction."  A secured transaction:
            (1)  which creates a purchase-money security interest in
        a manufactured home, other than a manufactured home held as
        inventory; or
            (2)  in which a manufactured home, other than a
        manufactured home held as inventory, is the primary
        collateral.
        "Mortgage."  A consensual interest in real property,
     including fixtures, which secures payment or performance of an
     obligation.
        "New debtor."  A person that becomes bound as debtor under
     section 9203(d) (relating to when person becomes bound by
     another person's security agreement) by a security agreement
     previously entered into by another person.
        "New value."  Any of the following:
            (1)  Money.
            (2)  Money's worth in property, services or new credit.
            (3)  Release by a transferee of an interest in property
        previously transferred to the transferee.
     The term does not include an obligation substituted for another
     obligation.
        "Noncash proceeds."  Proceeds other than cash proceeds.
        "Obligor."  A person that, with respect to an obligation
     secured by a security interest in or an agricultural lien on the
     collateral:
            (1)  owes payment or other performance of the obligation;
            (2)  has provided property other than the collateral to
        secure payment or other performance of the obligation; or
            (3)  is otherwise accountable in whole or in part for
        payment or other performance of the obligation.
     The term does not include any issuer or nominated person under a
     letter of credit.
        "Original debtor."  Except as used in section 9310(c)
     (relating to assignment of perfected security interest), a
     person that, as debtor, entered into a security agreement to
     which a new debtor has become bound under section 9203(d)
     (relating to when person becomes bound by another person's
     security agreement).
        "Payment intangible."  A general intangible under which the
     account debtor's principal obligation is a monetary obligation.
        "Person related to."  One of the following:
            (1)  With respect to an individual:
                (i)  the spouse of the individual;
                (ii)  a brother, brother-in-law, sister or sister-in-
            law of the individual;
                (iii)  an ancestor or lineal descendant of the
            individual or the individual's spouse; or
                (iv)  any other relative, by blood or marriage, of
            the individual or the individual's spouse, who shares the
            same home with the individual.
            (2)  With respect to an organization:
                (i)  a person directly or indirectly controlling,
            controlled by or under common control with the
            organization;
                (ii)  an officer or director of or a person
            performing similar functions with respect to the
            organization;
                (iii)  an officer or director of or a person
            performing similar functions with respect to a person
            described in subparagraph (i);
                (iv)  the spouse of an individual described in
            subparagraph (i), (ii) or (iii); or
                (v)  an individual related by blood or marriage to an
            individual described in subparagraph (i), (ii), (iii) or
            (iv) who shares the same home with the individual.
        "Proceeds."  Except as used in section 9609(b) (relating to
     secured party's right to take possession after default), 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:
                (i)  loss of the collateral;
                (ii)  nonconformity of the collateral;
                (iii)  interference with the use of the collateral;
                (iv)  defects in the collateral;
                (v)  infringement of rights in the collateral; or
                (vi)  damage to the collateral.
            (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:
                (i)  loss of the collateral;
                (ii)  nonconformity of the collateral;
                (iii)  defects in the collateral;
                (iv)  infringement of rights in the collateral; or
                (v)  damage to the collateral.
        "Promissory note."  An instrument which:
            (1)  evidences a promise to pay a monetary obligation;
            (2)  does not evidence an order to pay; and
            (3)  does not contain an acknowledgment by a bank that
        the bank has received for deposit a sum of money or funds.
        "Proposal."  A record authenticated by a secured party which
     includes the terms on which the secured party is willing to
     accept collateral in full or partial satisfaction of the
     obligation it secures under sections 9620 (relating to
     acceptance of collateral in full or partial satisfaction of
     obligation; compulsory disposition of collateral), 9621
     (relating to notification of proposal to accept collateral) and
     9622 (relating to effect of acceptance of collateral).
        "Public-finance transaction."  A secured transaction in
     connection with which all of the following apply:
            (1)  Debt securities are issued.
            (2)  All or a portion of the securities issued have an
        initial stated maturity of at least 20 years.
            (3)  Any of the following is a state or a governmental
        unit of a state:
                (i)  The debtor.
                (ii)  The obligor.
                (iii)  The secured party.
                (iv)  The account debtor or other person obligated on
            collateral.
                (v)  The assignor or assignee of a secured
            obligation.
                (vi)  The assignor or assignee of a security
            interest.
        "Pursuant to commitment."  With respect to an advance made or
     other value given by a secured party, pursuant to the secured
     party's obligation, whether or not a subsequent event of default
     or other event not within the secured party's control has
     relieved or may relieve the secured party from its obligation.
        "Record."  Except as used in "for record," "of record,"
     "record or legal title" or "record owner," either of the
     following:
            (1)  Information which is inscribed on a tangible medium.
            (2)  Information which is:
                (i)  stored in an electronic or other medium; and
                (ii)  retrievable in perceivable form.
        "Registered organization."  An organization organized solely
     under the law of a single state or the United States and as to
     which the state or the United States must maintain a public
     record showing the organization to have been organized.
        "Secondary obligor."  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 or
        another obligor or property of either.
        "Secured party."  Any of the following:
            (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 whom or 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.
            (6)  A person that holds a security interest arising
        under section 2401 (relating to passing of title; reservation
        for security; limited application of section), 2505 (relating
        to shipment by seller under reservation), 2711(c) (relating
        to security interest of buyer in rejected goods), 2A508(e)
        (relating to security interest in goods in lessee's
        possession), 4210 (relating to security interest of
        collecting bank in items, accompanying documents and
        proceeds) or 5118 (relating to security interest of issuer or
        nominated person).
        "Security agreement."  An agreement which creates or provides
     for a security interest.
        "Send."  In connection with a record or notification:
            (1)  to deposit in the mail, deliver for transmission or
        transmit by any other usual means of communication, with
        postage or cost of transmission provided for, addressed to
        any address reasonable under the circumstances; or
            (2)  to cause the record or notification to be received
        within the time which it would have been received if properly
        sent under paragraph (1).
        "Software."  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
     which is included in the definition of goods.
        "State."  A state of the United States, the District of
     Columbia, Puerto Rico, the United States Virgin Islands or any
     territory or insular possession subject to the jurisdiction of
     the United States.
        "Supporting obligation."  A letter-of-credit right or
     secondary obligation which supports the payment or performance
     of an account, chattel paper, a document, a general intangible,
     an instrument or investment property.
        "Tangible chattel paper."  Chattel paper evidenced by a
     record or records consisting of information which is inscribed
     on a tangible medium.
        "Termination statement."  An amendment of a financing
     statement which:
            (1)  identifies, by its file number, the initial
        financing statement to which it relates; and
            (2)  indicates either that it is a termination statement
        or that the identified financing statement is no longer
        effective.
        "Transmitting utility."  A person primarily engaged in the
     business of:
            (1)  operating a railroad, subway, street railway or
        trolley bus;
            (2)  transmitting communications electrically,
        electromagnetically or by light;
            (3)  transmitting goods by pipeline or sewer; or
            (4)  transmitting or producing and transmitting
        electricity, steam, gas or water.
        (b)  Definitions in other divisions.--The following
     definitions in other divisions apply to this division:
        "Applicant."  Section 5102.
        "Beneficiary."  Section 5102.
        "Broker."  Section 8102.
        "Certificated security."  Section 8102.
        "Check."  Section 3104.
        "Clearing corporation."  Section 8102.
        "Contract for sale."  Section 2106.
        "Control."  With respect to a document of title, section
     7106.
        "Customer."  Section 4104.
        "Entitlement holder."  Section 8102.
        "Financial asset."  Section 8102.
        "Holder in due course."  Section 3302.
        "Issuer."  With respect to a letter of credit or letter-of-
     credit right, section 5102.
        "Issuer."  With respect to a document of title, section 7102.
        "Issuer."  With respect to a security, section 8201.
        "Lease."  Section 2A103.
        "Lease agreement."  Section 2A103.
        "Lease contract."  Section 2A103.
        "Leasehold interest."  Section 2A103.
        "Lessee."  Section 2A103.
        "Lessee in ordinary course of business."  Section 2A103.
        "Lessor."  Section 2A103.
        "Lessor's residual interest."  Section 2A103.
        "Letter of credit."  Section 5102.
        "Merchant."  Section 2104.
        "Negotiable instrument."  Section 3104.
        "Nominated person."  Section 5102.
        "Note."  Section 3104.
        "Proceeds of a letter of credit."  Section 5114.
        "Prove."  Section 3103.
        "Sale."  Section 2106.
        "Securities account."  Section 8501.
        "Securities intermediary."  Section 8102.
        "Security."  Section 8102.
        "Security certificate."  Section 8102.
        "Security entitlement."  Section 8102.
        "Uncertificated security."  Section 8102.
        (c)  Division 1 definitions and principles.--Division 1
     (relating to general provisions) contains general definitions
     and principles of construction and interpretation applicable
     throughout this division.
     (Apr. 16, 2008, P.L.57, No.13, eff. 60 days)

        2008 Amendment.  Act 13 amended the defs. of "agricultural
     lien," "document" and "health-care-insurance receivable" and
     deleted the def. of "good faith" in subsec. (a) and added the
     defs. of "control" and "issuer" in subsec. (b).
        Cross References.  Section 9102 is referred to in sections
     2103, 2A103, 8103 of this title; section 2812 of Title 66
     (Public Utilities).