§ 554.9102 — Definitions and index of definitions

Iowa § 554.9102

• Jurisdiction: Iowa
• Title XIII: COMMERCE
• Ch. 554: UNIFORM COMMERCIAL CODE

Text

1. Article 9 definitions. 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. “Account”, except as used in “account for”, “account statement”, “account to”,
“commodityaccount”inparagraph“p”, “customer’saccount”, “depositaccount”inparagraph
“ag”, “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.
c. “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.
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 days earlier or thirty-five 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, other than a security interest, in farm products:
(1) which secures payment or performance of an obligation for:
(a) goods or services furnished in connection with a debtor’s farming operation; or

(b) rent on real property leased by a debtor in connection with its farming operation;
(2) which is created by statute in favor of a person that:
(a) in the ordinary course of its business furnished goods or services to a debtor in
connection with a debtor’s farming operation; or
(b) leasedrealpropertytoadebtorinconnectionwiththedebtor’sfarmingoperation; 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. “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.
h. “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.
i. Reserved.
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. “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.
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) “Chattel paper” 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. “Collateral” means the property subject to a security interest or agricultural lien. The
term includes:
(1) proceeds to which a security interest attaches;
(2) accounts, chattel paper, payment intangibles, and promissory notes that have been
sold; and
(3) goods that are the subject of a consignment.
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) doesnotincludedamagesarisingoutofpersonalinjurytoorthedeathofanindividual.

p. “Commodity account” means an account maintained by a commodity intermediary in
which a commodity contract is carried for a commodity 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 been designated as a
contract market for such a contract pursuant to federal commodities laws; or
(2) traded on a foreign commodity board of trade, exchange, or market, and is carried on
the books of a commodity intermediary for a commodity customer.
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 ordinary course of its business provides clearance or settlement services for a
boardoftradethathasbeendesignatedasacontractmarketpursuanttofederalcommodities
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 merchant 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 aggregate value of the goods is one thousand dollars
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” means 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. “Consumer transaction” means a transaction in which an individual incurs an
obligation primarily for personal, family, or household purposes; a security interest secures
the obligation; and the collateral is held or acquired primarily for personal, family, or
household purposes. 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 section 554.14105 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 section 554.14105 of the controllable electronic record.
af. “Debtor” means:
(1) apersonhavinganinterest,otherthanasecurityinterestorotherlien,inthecollateral,
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. “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.
ah. “Document” means a document of title or a receipt of the type described in section
554.7201, subsection 2.
ai. Reserved.
aj. “Electronic money” means money that is in an electronic form.
ak. “Encumbrance” means a right, other than an ownership interest, in real property. The
term includes mortgages and other liens on real property.
al. “Equipment” means goods other than inventory, farm products, or consumer goods.
am. “Farm products” means goods, other than standing timber, with respect to which the
debtor is engaged in a farming operation and which are:
(1) crops grown, growing, or to be grown, including:
(a) crops produced on trees, vines, and bushes; and
(b) aquatic goods produced in aquacultural operations;
(2) livestock, born or unborn, including aquatic goods produced in aquacultural
operations;
(3) supplies used or produced in a farming operation; or
(4) products of crops or livestock in their unmanufactured states.
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 section 554.9519, subsection 1.
ap. “Filing office” means an office designated in section 554.9501 as the place to file a
financing statement.
aq. “Filing-office rule” means a rule adopted pursuant to section 554.9526.
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. “Fixture filing” means the filing of a financing statement covering goods that are or are
to become fixtures and satisfying section 554.9502, subsections 1 and 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. “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.
av. Reserved.
aw. “Goods” means all things that are movable when a security interest attaches. The
term includes fixtures; standing timber that is to be cut and removed under a conveyance or
contract for sale; the unborn young of animals; crops grown, growing, or to be grown, even
if the crops are produced on trees, vines, or bushes; and 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 the program is associated with the
goods in such a manner that it customarily is considered part of the goods, or 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.
ax. “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.
ay. “Health care insurance receivable” means 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.
az. “Instrument” means a negotiable instrument or any other writing that evidences a
right to the payment of a monetary obligation, is not itself a security agreement or lease, and
is of a type that in ordinary course of business is transferred by delivery with any necessary
indorsement or assignment. The term does not include (i) investment property, (ii) letters
of credit, (iii) writings that evidence a right to payment arising out of the use of a credit or
chargecardorinformationcontainedonorforusewiththecard,or(iv)writingsthatevidence
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) consistofrawmaterials,workinprocess,ormaterialsusedorconsumedinabusiness.
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 formed or organized.
bd. “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.
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. “Manufacturedhome”meansastructure,transportableinoneormoresections,which,
in the traveling mode, is eight body feet or more in width or forty body feet or more in
length, or, when erected on site, is three hundred twenty or more square feet, and which
is built on a permanent chassis and designed to be used as a dwelling with or without a
permanent foundation when connected to the required utilities, and includes the plumbing,
heating, air-conditioning, and electrical systems contained therein. The term includes any
structure that meets all of the requirements of this paragraph except the size requirements
and with respect to which the manufacturer voluntarily files a certification required by the
United States secretary of housing and urban development and complies with the standards
established under Title 42 of the United States Code.
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 provided in section 554.1201, subsection 2, paragraph “y”,

but does not include (i) a deposit account or (ii) money in an electronic form that cannot be
subjected to control under section 554.9105A.
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 section 554.9203,
subsection 4, by a security agreement previously entered into by another person.
bk. “New value” means money; money’s worth in property, services, or new credit; or
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.
bl. “Noncash proceeds” means proceeds other than cash proceeds.
bm. “Obligor” means a person that, with respect to an obligation secured by a security
interest in or an agricultural lien on the collateral, owes payment or other performance of
the obligation, has provided property other than the collateral to secure payment or other
performance of the obligation, or 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.
bn. “Original debtor”, except as used in section 554.9310, subsection 3, means a person
that, as debtor, entered into a security agreement to which a new debtor has become bound
under section 554.9203, subsection 4.
bo. “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.
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);
(4) the spouse of an individual described in subparagraph (1), (2), or (3); or
(5) an individual who is related by blood or marriage to an individual described in
subparagraph (1), (2), (3), or (4) and shares the same home with the individual.
br. “Proceeds”, except as used in section 554.9609, subsection 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 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.
bt. “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 554.9620, 554.9621, and 554.9622.

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
years; and
(3) the debtor, obligor, secured party, account debtor or other person obligated on
collateral, assignor or assignee of a secured obligation, or assignor or assignee of a security
interest is a state or a governmental unit of a state.
bv. “Public organic record” means a record that is available to the public for inspection
and 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 organic 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 the 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
event 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. “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
UnitedStates. Thetermincludesabusinesstrustthatisformedunderthelawofasinglestate
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 section 554.2401, 554.2505,
554.2711, subsection 3, section 554.4210, 554.5118, or 554.13508, subsection 5.
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 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.

cf. “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.
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.
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. Definitions in other Articles. The following definitions in other Articles apply to this
Article:
a. “Applicant” ........................................Section 554.5102
b. “Beneficiary”.....................................Section 554.5102
c. “Broker”.............................................Section 554.8102
d. “Certificated security”......................Section 554.8102
e. “Check”..............................................Section 554.3104
f. “Clearing corporation”.......................Section 554.8102
g. “Contract for sale”............................Section 554.2106
h. “Control” ...........................................Section 554.7106
i. “Controllable electronic
record”.........................................................Section 554.14102
j. “Customer”.........................................Section 554.4104
k. “Entitlement holder” ........................Section 554.8102
l. “Financial asset” ................................Section 554.8102
m. “Holder in due course”....................Section 554.3302
n. “Issuer” (with respect to a letter
of credit or letter-of-credit right)...............Section 554.5102
o. “Issuer” (with respect
to a security) ...............................................Section 554.8201
p. “Issuer” (with respect
to documents of title)..................................Section 554.7102
q. “Lease”...............................................Section 554.13103
r. “Lease agreement”.............................Section 554.13103
s. “Lease contract”................................Section 554.13103
t. “Leasehold interest”..........................Section 554.13103
u. “Lessee”.............................................Section 554.13103
v. “Lessee in ordinary
course of business”.....................................Section 554.13103
w. “Lessor” ............................................Section 554.13103
x. “Lessor’s residual interest”..............Section 554.13103
y. “Letter of credit”................................Section 554.5102
z. “Merchant”........................................Section 554.2104
aa. “Negotiable instrument” ................Section 554.3104
ab. “Nominated person”.......................Section 554.5102
ac. “Note” ..............................................Section 554.3104
ad. “Proceeds of a letter of credit” ......Section 554.5114
ae. “Protected purchaser”....................Section 554.8303
af. “Prove”..............................................Section 554.3103
ag. “Qualifying
purchaser”...................................................Section 554.14102
ah. “Sale”...............................................Section 554.2106

ai. “Securities account”........................Section 554.8501
aj. “Securities intermediary”................Section 554.8102
ak. “Security”........................................Section 554.8102
al. “Security certificate”........................Section 554.8102
am. “Security entitlement”...................Section 554.8102
an. “Uncertificated security”................Section 554.8102
3. Article 1 definitions and principles. Article 1 contains general definitions and
principles of construction and interpretation applicable throughout this Article.
4. Federal Food Security Act. For purposes of the Federal Food Security Act, 7 U.S.C.
§1631, written notice shall be considered to be received by the person to whom it was
delivered if the notice is delivered in hand to the person, or mailed by certified or registered
mail with the proper postage and properly addressed to the person to whom it was sent. The
refusal of a person to whom a notice is so mailed to accept delivery of the notice shall be
considered receipt.