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2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.9601 - Rights after default — judicial enforcement — consignor or buyer of accounts, chattel paper, payment intangibles, or promissory notes.

554.9601 Rights after default — judicial enforcement — consignor or buyer of accounts, chattel paper, payment intangibles, or promissory notes.
1. Rights of secured party after default. After default, a secured party has the rights provided in this part and, except as otherwise provided in section 554.9602, those provided by agreement of the parties. A secured party:
a. may reduce a claim to judgment, foreclose, or otherwise enforce the claim, security interest, or agricultural lien by any available judicial procedure; and
b. if the collateral is documents, may proceed either as to the documents or as to the goods they cover.
2. Rights and duties of secured party in possession or control. A secured party in possession of collateral or control of collateral under section 554.7106, 554.9104, 554.9105, 554.9105A, 554.9106, 554.9107, or 554.9107A has the rights and duties provided in section 554.9207.
3. Rights cumulative — simultaneous exercise. The rights under subsections 1 and 2 are cumulative and may be exercised simultaneously.
4. Rights of debtor and obligor. Except as otherwise provided in subsection 7 and section 554.9605, after default, a debtor and an obligor have the rights provided in this part and by agreement of the parties.
5. Lien of levy after judgment. If a secured party has reduced its claim to judgment, the lien of any levy that may be made upon the collateral by virtue of an execution based upon the judgment relates back to the earliest of:
a. the date of perfection of the security interest or agricultural lien in the collateral;
b. the date of filing a financing statement covering the collateral; or
c. any date specified in a statute under which the agricultural lien was created.
6. Execution sale. A sale pursuant to an execution is a foreclosure of the security interest or agricultural lien by judicial procedure within the meaning of this section. A secured party may purchase at the sale and thereafter hold the collateral free of any other requirements of this Article.
7. Consignor or buyer of certain rights to payment. Except as otherwise provided in section 554.9607, subsection 3, this part imposes no duties upon a secured party that is a consignor or is a buyer of accounts, chattel paper, payment intangibles, or promissory notes.
2000 Acts, ch 1149, §99, 187; 2007 Acts, ch 30, §45, 46, 76; 2022 Acts, ch 1117, §35
Subsection 2 amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.9602 - Waiver and variance of rights and duties.

554.9602 Waiver and variance of rights and duties.
Except as otherwise provided in section 554.9624, to the extent that they give rights to a debtor or obligor and impose duties on a secured party, the debtor or obligor may not waive or vary the rules stated in the following listed sections:
1. section 554.9207, subsection 2, paragraph “d”, subparagraph (3), which deals with use and operation of the collateral by the secured party;
2. section 554.9210, which deals with requests for an accounting and requests concerning a list of collateral and statement of account;
3. section 554.9607, subsection 3, which deals with collection and enforcement as to collateral;
4. section 554.9608, subsection 1, and section 554.9615, subsection 3, to the extent that they deal with application or payment of noncash proceeds of collection, enforcement, or disposition;
5. section 554.9608, subsection 1, and section 554.9615, subsection 4, to the extent that they require accounting for or payment of surplus proceeds of collateral;
6. section 554.9609 to the extent that it imposes upon a secured party that takes possession of collateral without judicial process the duty to do so without breach of the peace;
7. section 554.9610, subsection 2, and sections 554.9611, 554.9613, and 554.9614, which deal with disposition of collateral;
8. section 554.9615, subsection 6, which deals with calculation of a deficiency or surplus when a disposition is made to the secured party, a person related to the secured party, or a secondary obligor;
9. section 554.9616, which deals with explanation of the calculation of a surplus or deficiency;
10. sections 554.9620, 554.9621, and 554.9622, which deal with acceptance of collateral in satisfaction of obligation;
11. section 554.9623, which deals with redemption of collateral;
12. section 554.9624, which deals with permissible waivers; and
13. sections 554.9625 and 554.9626, which deal with the secured party’s liability for failure to comply with this Article.
2000 Acts, ch 1149, §100, 187; 2002 Acts, ch 1119, §92
Referred to in §554.9601, 554.9603
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.9603 - Agreement on standards concerning rights and duties.

554.9603 Agreement on standards concerning rights and duties.
1. Agreed standards. The parties may determine by agreement the standards measuring the fulfillment of the rights of a debtor or obligor and the duties of a secured party under a rule stated in section 554.9602 if the standards are not manifestly unreasonable.
2. Agreed standards inapplicable to breach of peace. Subsection 1 does not apply to the duty under section 554.9609 to refrain from breaching the peace.
2000 Acts, ch 1149, §101, 187
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.9604 - Procedure if security agreement covers real property or fixtures.

554.9604 Procedure if security agreement covers real property or fixtures.
1. Enforcement — personal and real property. If a security agreement covers both personal and real property, a secured party may proceed:
a. under this part as to the personal property without prejudicing any rights with respect to the real property; or
b. as to both the personal property and the real property in accordance with the rights with respect to the real property, in which case the other provisions of this part do not apply.
2. Enforcement — fixtures. Subject to subsection 3, if a security agreement covers goods that are or become fixtures, a secured party may proceed:
a. under this part; or
b. in accordance with the rights with respect to real property, in which case the other provisions of this part do not apply.
3. Removal of fixtures. Subject to the other provisions of this part, if a secured party holding a security interest in fixtures has priority over all owners and encumbrancers of the real property, the secured party, after default, may remove the collateral from the real property.
4. Injury caused by removal. A secured party that removes collateral shall promptly reimburse any encumbrancer or owner of the real property, other than the debtor, for the cost of repair of any physical injury caused by the removal. The secured party need not reimburse the encumbrancer or owner for any diminution in value of the real property caused by the absence of the goods removed or by any necessity of replacing them. A person entitled to reimbursement may refuse permission to remove until the secured party gives adequate assurance for the performance of the obligation to reimburse.
2000 Acts, ch 1149, §102, 187
Referred to in §554.9109
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.9605 - Unknown debtor or secondary obligor.

554.9605 Unknown debtor or secondary obligor.
1. Duties to unknown persons — general rule. Except as provided in subsection 2, a secured party does not owe a duty based on its status as secured party:
a. to a person that is a debtor or obligor, unless the secured party knows:
(1) that the person is a debtor or obligor;
(2) the identity of the person; and
(3) how to communicate with the person; or
b. to a secured party or lienholder that has filed a financing statement against a person, unless the secured party knows:
(1) that the person is a debtor; and
(2) the identity of the person.
2. When secured party owes duty to debtor notwithstanding subsection 1. A secured party owes a duty based on its status as a secured party to a person that is a debtor if, at the time the secured party obtains control of a controllable account, controllable electronic record, or controllable payment intangible, the secured party has knowledge that the nature of the collateral or a system in which the collateral is recorded would prevent the secured party from acquiring the knowledge specified in subsection 1, paragraph “a”, subparagraph (1), (2), or (3).
2000 Acts, ch 1149, §103, 187; 2022 Acts, ch 1117, §36
Referred to in §554.9601
Liability limitations; see §554.9628
Section amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.9606 - Time of default for agricultural lien.

554.9606 Time of default for agricultural lien.
For purposes of this part, a default occurs in connection with an agricultural lien at the time the secured party becomes entitled to enforce the lien in accordance with the statute under which it was created.
2000 Acts, ch 1149, §104, 187
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.9607 - Collection and enforcement by secured party.

554.9607 Collection and enforcement by secured party.
1. Collection and enforcement generally. If so agreed, and in any event after default, a secured party:
a. may notify an account debtor or other person obligated on collateral to make payment or otherwise render performance to or for the benefit of the secured party;
b. may take any proceeds to which the secured party is entitled under section 554.9315;
c. may enforce the obligations of an account debtor or other person obligated on collateral and exercise the rights of the debtor with respect to the obligation of the account debtor or other person obligated on collateral to make payment or otherwise render performance to the debtor, and with respect to any property that secures the obligations of the account debtor or other person obligated on the collateral;
d. if it holds a security interest in a deposit account perfected by control under section 554.9104, subsection 1, paragraph “a”, may apply the balance of the deposit account to the obligation secured by the deposit account; and
e. if it holds a security interest in a deposit account perfected by control under section 554.9104, subsection 1, paragraph “b” or “c”, may instruct the bank to pay the balance of the deposit account to or for the benefit of the secured party.
2. Nonjudicial enforcement of mortgage. If necessary to enable a secured party to exercise under subsection 1, paragraph “c”, the right of a debtor to enforce a mortgage nonjudicially, the secured party may record in the office in which a record of the mortgage is recorded:
a. a copy of the security agreement that creates or provides for a security interest in the obligation secured by the mortgage; and
b. the secured party’s sworn affidavit in recordable form stating that:
(1) a default has occurred with respect to the obligation secured by the mortgage; and
(2) the secured party is entitled to enforce the mortgage nonjudicially.
3. Commercially reasonable collection and enforcement. A secured party shall proceed in a commercially reasonable manner if the secured party:
a. undertakes to collect from or enforce an obligation of an account debtor or other person obligated on collateral; and
b. is entitled to charge back uncollected collateral or otherwise to full or limited recourse against the debtor or a secondary obligor.
4. Expenses of collection and enforcement. A secured party may deduct from the collections made pursuant to subsection 3 reasonable expenses of collection and enforcement, including reasonable attorney’s fees and legal expenses incurred by the secured party.
5. Duties to secured party not affected. This section does not determine whether an account debtor, bank, or other person obligated on collateral owes a duty to a secured party.
2000 Acts, ch 1149, §105, 187; 2012 Acts, ch 1052, §22, 37
Referred to in §554.9601, 554.9602, 554.9608, 554.9623
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.9608 - Application of proceeds of collection or enforcement — liability for deficiency and right to surplus.

554.9608 Application of proceeds of collection or enforcement — liability for deficiency and right to surplus.
1. Application of proceeds, surplus, and deficiency if obligation secured. If a security interest or agricultural lien secures payment or performance of an obligation, the following rules apply:
a. a secured party shall apply or pay over for application the cash proceeds of collection or enforcement under section 554.9607 in the following order to:
(1) the reasonable expenses of collection and enforcement and, to the extent provided for by agreement and not prohibited by law, reasonable attorney’s fees and legal expenses incurred by the secured party;
(2) the satisfaction of obligations secured by the security interest or agricultural lien under which the collection or enforcement is made; and
(3) the satisfaction of obligations secured by any subordinate security interest in or other lien on the collateral subject to the security interest or agricultural lien under which the collection or enforcement is made if the secured party receives an authenticated demand for proceeds before distribution of the proceeds is completed.
b. if requested by a secured party, a holder of a subordinate security interest or other lien shall furnish reasonable proof of the interest or lien within a reasonable time. Unless the holder complies, the secured party need not comply with the holder’s demand under paragraph “a”, subparagraph (3).
c. a secured party need not apply or pay over for application noncash proceeds of collection and enforcement under section 554.9607 unless the failure to do so would be commercially unreasonable. A secured party that applies or pays over for application noncash proceeds shall do so in a commercially reasonable manner.
d. a secured party shall account to and pay a debtor for any surplus, and the obligor is liable for any deficiency.
2. No surplus or deficiency in sales of certain rights to payment. If the underlying transaction is a sale of accounts, chattel paper, payment intangibles, or promissory notes, the debtor is not entitled to any surplus, and the obligor is not liable for any deficiency.
2000 Acts, ch 1149, §106, 187
Referred to in §554.9602
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.9609 - Secured party’s right to take possession after default.

554.9609 Secured party’s right to take possession after default.
1. Possession — rendering equipment unusable — disposition on debtor’s premises. After default, a secured party:
a. may take possession of the collateral; and
b. without removal, may render equipment unusable and dispose of collateral on a debtor’s premises under section 554.9610.
2. Judicial and nonjudicial process. A secured party may proceed under subsection 1:
a. pursuant to judicial process; or
b. without judicial process, if it proceeds without breach of the peace.
3. Assembly of collateral. If so agreed, and in any event after default, a secured party may require the debtor to assemble the collateral and make it available to the secured party at a place to be designated by the secured party which is reasonably convenient to both parties.
2000 Acts, ch 1149, §107, 187
Referred to in §554.9102, 554.9602, 554.9603
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.9610 - Disposition of collateral after default.

554.9610 Disposition of collateral after default.
1. Disposition after default. After default, a secured party may sell, lease, license, or otherwise dispose of any or all of the collateral in its present condition or following any commercially reasonable preparation or processing.
2. Commercially reasonable disposition. Every aspect of a disposition of collateral, including the method, manner, time, place, and other terms, must be commercially reasonable. If commercially reasonable, a secured party may dispose of collateral by public or private proceedings, by one or more contracts, as a unit or in parcels, and at any time and place and on any terms.
3. Purchase by secured party. A secured party may purchase collateral:
a. at a public disposition; or
b. at a private disposition only if the collateral is of a kind that is customarily sold on a recognized market or the subject of widely distributed standard price quotations.
4. Warranties on disposition. A contract for sale, lease, license, or other disposition includes the warranties relating to title, possession, quiet enjoyment, and the like which by operation of law accompany a voluntary disposition of property of the kind subject to the contract.
5. Disclaimer of warranties. A secured party may disclaim or modify warranties under subsection 4:
a. in a manner that would be effective to disclaim or modify the warranties in a voluntary disposition of property of the kind subject to the contract of disposition; or
b. by communicating to the purchaser a record evidencing the contract for disposition and including an express disclaimer or modification of the warranties.
6. Record sufficient to disclaim warranties. A record is sufficient to disclaim warranties under subsection 5 if it indicates “There is no warranty relating to title, possession, quiet enjoyment, or the like in this disposition” or uses words of similar import.
2000 Acts, ch 1149, §108, 187
Referred to in §554.9406, 554.9408, 554.9602, 554.9609, 554.9611, 554.9615, 554.9616, 554.9618, 554.9620, 554.9623
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.9611 - Notification before disposition of collateral.

554.9611 Notification before disposition of collateral.
1. Notification date. In this section, “notification date” means the earlier of the dates on which:
a. a secured party sends to the debtor and any secondary obligor an authenticated notification of disposition; or
b. the debtor and any secondary obligor waive the right to notification.
2. Notification of disposition required. Except as otherwise provided in subsection 4, a secured party that disposes of collateral under section 554.9610 shall send to the persons specified in subsection 3 a reasonable authenticated notification of disposition.
3. Persons to be notified. To comply with subsection 2, the secured party shall send an authenticated notification of disposition to:
a. the debtor;
b. any secondary obligor; and
c. if the collateral is other than consumer goods:
(1) any other person from which the secured party has received, before the notification date, an authenticated notification of a claim of an interest in the collateral;
(2) any other secured party or lienholder that, ten days before the notification date, held a security interest in or other lien on the collateral perfected by the filing of a financing statement that:
(a) identified the collateral;
(b) was indexed under the debtor’s name as of that date; and
(c) was filed in the office in which to file a financing statement against the debtor covering the collateral as of that date; and
(3) any other secured party that, ten days before the notification date, held a security interest in the collateral perfected by compliance with a statute, regulation, or treaty described in section 554.9311, subsection 1.
4. Subsection 2 inapplicable — perishable collateral — recognized market. Subsection 2 does not apply if the collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market.
5. Compliance with subsection 3, paragraph “c”, subparagraph (2). A secured party complies with the requirement for notification prescribed by subsection 3, paragraph “c”, subparagraph (2), if:
a. not later than twenty days or earlier than thirty days before the notification date, the secured party requests, in a commercially reasonable manner, information concerning financing statements indexed under the debtor’s name in the office indicated in subsection 3, paragraph “c”, subparagraph (2); and
b. before the notification date, the secured party:
(1) did not receive a response to the request for information; or
(2) received a response to the request for information and sent an authenticated notification of disposition to each secured party or other lienholder named in that response whose financing statement covered the collateral.
2000 Acts, ch 1149, §109, 187
Referred to in §554.9602, 554.9624
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.9612 - Timeliness of notification before disposition of collateral.

554.9612 Timeliness of notification before disposition of collateral.
1. Reasonable time is question of fact. Except as otherwise provided in subsection 2, whether a notification is sent within a reasonable time is a question of fact.
2. Ten-day period sufficient in nonconsumer transaction. In a transaction other than a consumer transaction, a notification of disposition sent after default and ten days or more before the earliest time of disposition set forth in the notification is sent within a reasonable time before the disposition.
2000 Acts, ch 1149, §110, 187
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.9613 - Contents and form of notification before disposition of collateral — general.

554.9613 Contents and form of notification before disposition of collateral — general.
Except in a consumer-goods transaction, the following rules apply:
1. The contents of a notification of disposition are sufficient if the notification:
a. describes the debtor and the secured party;
b. describes the collateral that is the subject of the intended disposition;
c. states the method of intended disposition;
d. states that the debtor is entitled to an accounting of the unpaid indebtedness and states the charge, if any, for an accounting; and
e. states the time and place of a public disposition or the time after which any other disposition is to be made.
2. Whether the contents of a notification that lacks any of the information specified in subsection 1 are nevertheless sufficient is a question of fact.
3. The contents of a notification providing substantially the information specified in subsection 1 are sufficient, even if the notification includes:
a. information not specified by that subsection; or
b. minor errors that are not seriously misleading.
4. A particular phrasing of the notification is not required.
5. The following form of notification and the form appearing in section 554.9614, subsection 3, when completed, each provides sufficient information:
NOTIFICATION OF DISPOSITION
OF COLLATERAL
To: [name of debtor, obligor, or other person to which the notification is sent]
From: [name, address, and telephone number of secured party]
Name of Debtor(s): [include only if debtor(s) are not an addressee]
[for a public disposition:]
We will sell [or lease or license, as applicable] the [describe collateral] [to the highest qualified bidder] in public as follows:
Day and Date: ................................
Time: ................................
Place: ................................
[for a private disposition:]
We will sell [or lease or license, as applicable] the [describe collateral] privately sometime after [day and date].
You are entitled to an accounting of the unpaid indebtedness secured by the property that we intend to sell [or lease or license, as applicable] [for a charge of ................ dollars]. You may request an accounting by calling us at [telephone number].
2000 Acts, ch 1149, §111, 187
Referred to in §554.9602, 554.9614
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.9617 - Rights of transferee of collateral.

554.9617 Rights of transferee of collateral.
1. Effects of disposition. A secured party’s disposition of collateral after default:
a. transfers to a transferee for value all of the debtor’s rights in the collateral;
b. discharges the security interest under which the disposition is made; and
c. discharges any subordinate security interest or other subordinate lien.
2. Rights of good-faith transferee. A transferee that acts in good faith takes free of the rights and interests described in subsection 1, even if the secured party fails to comply with this Article or the requirements of any judicial proceeding.
3. Rights of other transferee. If a transferee does not take free of the rights and interests described in subsection 1, the transferee takes the collateral subject to:
a. the debtor’s rights in the collateral;
b. the security interest or agricultural lien under which the disposition is made; and
c. any other security interest or other lien.
2000 Acts, ch 1149, §115, 187
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.9618 - Rights and duties of certain secondary obligors.

554.9618 Rights and duties of certain secondary obligors.
1. Rights and duties of secondary obligor. A secondary obligor acquires the rights and becomes obligated to perform the duties of the secured party after the secondary obligor:
a. receives an assignment of a secured obligation from the secured party;
b. receives a transfer of collateral from the secured party and agrees to accept the rights and assume the duties of the secured party; or
c. is subrogated to the rights of a secured party with respect to collateral.
2. Effect of assignment, transfer, or subrogation. An assignment, transfer, or subrogation described in subsection 1:
a. is not a disposition of collateral under section 554.9610; and
b. relieves the secured party of further duties under this Article.
2000 Acts, ch 1149, §116, 187
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.9619 - Transfer of record or legal title.

554.9619 Transfer of record or legal title.
1. Transfer statement. In this section, “transfer statement” means a record authenticated by a secured party stating:
a. that the debtor has defaulted in connection with an obligation secured by specified collateral;
b. that the secured party has exercised its post-default remedies with respect to the collateral;
c. that, by reason of the exercise, a transferee has acquired the rights of the debtor in the collateral; and
d. the name and mailing address of the secured party, debtor, and transferee.
2. Effect of transfer statement. A transfer statement entitles the transferee to the transfer of record of all rights of the debtor in the collateral specified in the statement in any official filing, recording, registration, or certificate-of-title system covering the collateral. If a transfer statement is presented with the applicable fee and request form to the official or office responsible for maintaining the system, the official or office shall:
a. accept the transfer statement;
b. promptly amend its records to reflect the transfer; and
c. if applicable, issue a new appropriate certificate of title in the name of the transferee.
3. Transfer not a disposition — no relief of secured party’s duties. A transfer of the record or legal title to collateral to a secured party under subsection 2 or otherwise is not of itself a disposition of collateral under this Article and does not of itself relieve the secured party of its duties under this Article.
2000 Acts, ch 1149, §117, 187
Transfer of title or interest in vehicles, §321.45 – 321.52A
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.9621 - Notification of proposal to accept collateral.

554.9621 Notification of proposal to accept collateral.
1. Persons to which proposal to be sent. A secured party that desires to accept collateral in full or partial satisfaction of the obligation it secures shall send its proposal to:
a. any person from which the secured party has received, before the debtor consented to the acceptance, an authenticated notification of a claim of an interest in the collateral;
b. any other secured party or lienholder that, ten days before the debtor consented to the acceptance, held a security interest in or other lien on the collateral perfected by the filing of a financing statement that:
(1) identified the collateral;
(2) was indexed under the debtor’s name as of that date; and
(3) was filed in the office or offices in which to file a financing statement against the debtor covering the collateral as of that date; and
c. any other secured party that, ten days before the debtor consented to the acceptance, held a security interest in the collateral perfected by compliance with a statute, regulation, or treaty described in section 554.9311, subsection 1.
2. Proposal to be sent to secondary obligor in partial satisfaction. A secured party that desires to accept collateral in partial satisfaction of the obligation it secures shall send its proposal to any secondary obligor in addition to the persons described in subsection 1.
2000 Acts, ch 1149, §119, 187
Referred to in §554.9102, 554.9602, 554.9620
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.9622 - Effect of acceptance of collateral.

554.9622 Effect of acceptance of collateral.
1. Effect of acceptance. A secured party’s acceptance of collateral in full or partial satisfaction of the obligation it secures:
a. discharges the obligation to the extent consented to by the debtor;
b. transfers to the secured party all of a debtor’s rights in the collateral;
c. discharges the security interest or agricultural lien that is the subject of the debtor’s consent and any subordinate security interest or other subordinate lien; and
d. terminates any other subordinate interest.
2. Discharge of subordinate interest notwithstanding noncompliance. A subordinate interest is discharged or terminated under subsection 1, even if the secured party fails to comply with this Article.
2000 Acts, ch 1149, §120, 187
Referred to in §554.9102, 554.9602, 554.9623
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.9623 - Right to redeem collateral.

554.9623 Right to redeem collateral.
1. Persons that may redeem. A debtor, any secondary obligor, or any other secured party or lienholder may redeem collateral.
2. Requirements for redemption. To redeem collateral, a person shall tender:
a. fulfillment of all obligations secured by the collateral; and
b. the reasonable expenses and attorney’s fees described in section 554.9615, subsection 1, paragraph “a”.
3. When redemption may occur. A redemption may occur at any time before a secured party:
a. has collected collateral under section 554.9607;
b. has disposed of collateral or entered into a contract for its disposition under section 554.9610; or
c. has accepted collateral in full or partial satisfaction of the obligation it secures under section 554.9622.
2000 Acts, ch 1149, §121, 187
Referred to in §554.9602, 554.9614, 554.9624
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.9624 - Waiver.

554.9624 Waiver.
1. Waiver of disposition notification. A debtor or secondary obligor may waive the right to notification of disposition of collateral under section 554.9611 only by an agreement to that effect entered into and authenticated after default.
2. Waiver of mandatory disposition. A debtor may waive the right to require disposition of collateral under section 554.9620, subsection 5, only by an agreement to that effect entered into and authenticated after default.
3. Waiver of redemption right. Except in a consumer-goods transaction, a debtor or secondary obligor may waive the right to redeem collateral under section 554.9623 only by an agreement to that effect entered into and authenticated after default.
2000 Acts, ch 1149, §122, 187
Referred to in §554.9602, 554.9620
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.9626 - Action in which deficiency or surplus is in issue.

554.9626 Action in which deficiency or surplus is in issue.
1. Applicable rules if amount of deficiency or surplus in issue. In an action arising from a transaction, other than a consumer transaction, in which the amount of a deficiency or surplus is in issue, the following rules apply:
a. a secured party need not prove compliance with the provisions of this part relating to collection, enforcement, disposition, or acceptance unless the debtor or a secondary obligor places the secured party’s compliance in issue.
b. if the secured party’s compliance is placed in issue, the secured party has the burden of establishing that the collection, enforcement, disposition, or acceptance was conducted in accordance with this part.
c. except as otherwise provided in section 554.9628, if a secured party fails to prove that the collection, enforcement, disposition, or acceptance was conducted in accordance with the provisions of this part relating to collection, enforcement, disposition, or acceptance, the liability of a debtor or a secondary obligor for a deficiency is limited to an amount by which the sum of the secured obligation, expenses, and attorney’s fees exceeds the greater of:
(1) the proceeds of the collection, enforcement, disposition, or acceptance; or
(2) the amount of proceeds that would have been realized had the noncomplying secured party proceeded in accordance with the provisions of this part relating to collection, enforcement, disposition, or acceptance.
d. for purposes of paragraph “c”, subparagraph (2), the amount of proceeds that would have been realized is equal to the sum of the secured obligation, expenses, and attorney’s fees unless the secured party proves that the amount is less than that sum.
e. if a deficiency or surplus is calculated under section 554.9615, subsection 6, the debtor or obligor has the burden of establishing that the amount of proceeds of the disposition is significantly below the range of prices that a complying disposition to a person other than the secured party, a person related to the secured party, or a secondary obligor would have brought.
2. Nonconsumer transactions — no inference. The limitation of the rules in subsection 1 to transactions other than consumer transactions is intended to leave to the court the determination of the proper rules in consumer transactions. The court may not infer from that limitation the nature of the proper rule in consumer transactions and may continue to apply established approaches.
2000 Acts, ch 1149, §124, 187
Referred to in §554.9602, 554.9625
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.9627 - Determination of whether conduct was commercially reasonable.

554.9627 Determination of whether conduct was commercially reasonable.
1. Greater amount obtainable under other circumstances — no preclusion of commercial reasonableness. The fact that a greater amount could have been obtained by a collection, enforcement, disposition, or acceptance at a different time or in a different method from that selected by the secured party is not of itself sufficient to preclude the secured party from establishing that the collection, enforcement, disposition, or acceptance was made in a commercially reasonable manner.
2. Dispositions that are commercially reasonable. A disposition of collateral is made in a commercially reasonable manner if the disposition is made:
a. in the usual manner on any recognized market;
b. at the price current in any recognized market at the time of the disposition; or
c. otherwise in conformity with reasonable commercial practices among dealers in the type of property that was the subject of the disposition.
3. Approval by court or on behalf of creditors. A collection, enforcement, disposition, or acceptance is commercially reasonable if it has been approved:
a. in a judicial proceeding;
b. by a bona fide creditors’ committee;
c. by a representative of creditors; or
d. by an assignee for the benefit of creditors.
4. Approval under subsection 3 not necessary — absence of approval has no effect. Approval under subsection 3 need not be obtained, and lack of approval does not mean that the collection, enforcement, disposition, or acceptance is not commercially reasonable.
2000 Acts, ch 1149, §125, 187
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.9628 - Nonliability and limitation on liability of secured party — liability of secondary obligor.

554.9628 Nonliability and limitation on liability of secured party — liability of secondary obligor.
1. Limitation of liability of secured party for noncompliance with article. Unless a secured party knows that a person is a debtor or obligor, knows the identity of the person, and knows how to communicate with the person:
a. the secured party is not liable to the person, or to a secured party or lienholder that has filed a financing statement against the person, for failure to comply with this Article; and
b. the secured party’s failure to comply with this Article does not affect the liability of the person for a deficiency.
2. Limitation of liability based on status as secured party. Subject to subsection 6, a secured party is not liable because of its status as secured party:
a. to a person that is a debtor or obligor, unless the secured party knows:
(1) that the person is a debtor or obligor;
(2) the identity of the person; and
(3) how to communicate with the person; or
b. to a secured party or lienholder that has filed a financing statement against a person, unless the secured party knows:
(1) that the person is a debtor; and
(2) the identity of the person.
3. Limitation of liability if reasonable belief that transaction not a consumer-goods transaction or consumer transaction. A secured party is not liable to any person, and a person’s liability for a deficiency is not affected, because of any act or omission arising out of the secured party’s reasonable belief that a transaction is not a consumer-goods transaction or a consumer transaction or that goods are not consumer goods, if the secured party’s belief is based on its reasonable reliance on:
a. a debtor’s representation concerning the purpose for which collateral was to be used, acquired, or held; or
b. an obligor’s representation concerning the purpose for which a secured obligation was incurred.
4. Limitation of liability for statutory damages. A secured party is not liable to any person under section 554.9625, subsection 3, paragraph “b”, for its failure to comply with section 554.9616.
5. Limitation of multiple liability for statutory damages. A secured party is not liable under section 554.9625, subsection 3, paragraph “b”, more than once with respect to any one secured obligation.
6. When secured party owes duty to debtor notwithstanding subsection 2. A secured party owes a duty based on its status as a secured party to a person that is a debtor if, at the time the secured party obtains control of a controllable account, controllable electronic record, or controllable payment intangible, the secured party has knowledge that the nature of the collateral or a system in which the collateral is recorded would prevent the secured party from acquiring the knowledge specified in subsection 2, paragraph “a”, subparagraph (1), (2), or (3).
2000 Acts, ch 1149, §126, 187; 2022 Acts, ch 1117, §37, 38
Referred to in §554.9625, 554.9626
Subsection 2 amended
NEW subsection 6
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.10101 - Effective date.

554.10101 Effective date.
1. Except as otherwise provided in Article 11 of this chapter, this chapter shall take effect and be in force on and after July 4, 1966. It applies to transactions entered into and events occurring after that date.
2. Transactions validly entered into before the effective date specified in this section and the rights, duties and interests flowing from them remain valid thereafter and may be terminated, completed, consummated or enforced as required or permitted by any statute or other law amended or repealed by this chapter as though such repeal or amendment had not occurred.
[C24, 27, 31, 35, 39, §10006; C46, 50, 54, 58, 62, §554.78; C66, 71, 73, 75, 77, 79, 81, §554.10101]
2018 Acts, ch 1041, §127
Referred to in §554.11102
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.10103 - General repealer.

554.10103 General repealer.
Except as provided in section 554.7103, all Acts and parts of Acts inconsistent with this chapter are hereby repealed.
[C66, 71, 73, 75, 77, 79, 81, §554.10103]
2009 Acts, ch 133, §171; 2015 Acts, ch 29, §101
Referred to in §554.11102
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.10105 - Secretary of state exempted from personal liability.

554.10105 Secretary of state exempted from personal liability.
1. The secretary of state and the secretary’s employees or agents are hereby exempted from all personal liability as a result of errors or omissions in the performance of any duty required by the Uniform Commercial Code, as provided in this chapter, except in cases of willful negligence.
2. In the event of such error or omission the state of Iowa shall be liable in respect to such claims in the same manner, and to the same extent as a private individual under like circumstances.
3. Immunity of the state from suit and liability in such case is waived to the extent provided in chapter 669 and said chapter shall govern the extent of liability and the practice and procedure necessary to establish any liability of the state.
[C66, 71, 73, 75, 77, 79, 81, §554.10105]
2004 Acts, ch 1086, §91; 2018 Acts, ch 1041, §127; 2019 Acts, ch 24, §82
Referred to in §554.11102
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.11101 - Effective date.

554.11101 Effective date.
Division 2 of
1974 Iowa Acts, ch. 1249, §9 to 72
, the Iowa amendments to the Uniform Commercial Code pertaining primarily to security interests, and related amendments, shall become effective at 12:01 a.m. on January 1, 1975.
[C75, 77, 79, 81, §554.11101]
2009 Acts, ch 41, §163; 2014 Acts, ch 1026, §143
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.11102 - Preservation of old transition provision.

554.11102 Preservation of old transition provision.
The provisions of Article 10 of this chapter, sections 554.10101, 554.10103, and 554.10105, shall continue to apply to this chapter as amended and for this purpose this chapter prior to amendment and this chapter as amended shall be considered one continuous statute.
[C75, 77, 79, 81, §554.11102]
2009 Acts, ch 41, §164
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.11103 - Transition to this chapter as amended — general rule.

554.11103 Transition to this chapter as amended — general rule.
Transactions validly entered into after July 4, 1966, and before January 1, 1975, which were subject to the provisions of this chapter prior to amendment and which would be subject to this chapter as amended if they had been entered into on or after January 1, 1975, and the rights, duties and interests flowing from such transactions remain valid after January 1, 1975, and may be terminated, completed, consummated or enforced as required or permitted by this chapter as amended. Security interests arising out of such transactions which are perfected on January 1, 1975, shall remain perfected until they lapse or are terminated as provided in this chapter as amended, and may be continued as permitted by this chapter as amended.
[C75, 77, 79, 81, §554.11103]
2003 Acts, ch 108, §104
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.11104 - Transition provision on change of requirement of filing.

554.11104 Transition provision on change of requirement of filing.
A security interest for the perfection of which filing or the taking of possession was required under this chapter prior to amendment and which attached prior to January 1, 1975, but was not perfected shall be deemed perfected on January 1, 1975, if this chapter as amended permits perfection without filing or the taking of possession, or authorizes filing in the office or offices where a prior ineffective filing was made.
[C75, 77, 79, 81, §554.11104]
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.11107 - Transition provisions as to priorities.

554.11107 Transition provisions as to priorities.
Except as otherwise provided in this Article, this chapter prior to amendment shall apply to any questions of priority if the positions of the parties were fixed prior to January 1, 1975. In other cases questions of priority shall be determined by this chapter as amended.
[C75, 77, 79, 81, §554.11107]
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.11108 - Presumption that rule of law continues unchanged.

554.11108 Presumption that rule of law continues unchanged.
Unless a change in law has clearly been made, the provisions of this chapter as amended shall be deemed declaratory of the meaning of this chapter prior to amendment.
[C75, 77, 79, 81, §554.11108]
2000 Acts, ch 1149, §155, 187
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.11109 - Effect of official comments.

554.11109 Effect of official comments.
To the extent that they are consistent with the Iowa statutory text, the 1972 Official Comments to the 1972 Official Text of the Uniform Commercial Code are evidence of legislative intent as to the meaning of this chapter as amended by
1974 Iowa Acts, ch.1249
. However, prior drafts of the Official Text and Comments may not be used to ascertain legislative intent.
[C75, 77, 79, 81, §554.11109]
2016 Acts, ch 1073, §160
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.12103 - Payment order — definitions.

554.12103 Payment order — definitions.
In this Article unless the context otherwise requires:
1. a. “Payment order” means an instruction of a sender to a receiving bank, transmitted orally, electronically, or in writing, to pay, or to cause another bank to pay, a fixed or determinable amount of money to a beneficiary if all of the following apply:
(1) The instruction does not state a condition to payment to the beneficiary other than time of payment.
(2) The receiving bank is to be reimbursed by debiting an account of, or otherwise receiving payment from, the sender.
(3) The instruction is transmitted by the sender directly to the receiving bank or to an agent, funds-transfer system, or communication system for transmittal to the receiving bank.
b. A payment order instructing more than one payment to be made to a beneficiary is a separate payment order with respect to each payment.
c. A payment order is issued when it is sent to the receiving bank.
2. “Beneficiary” means the person to be paid by the beneficiary’s bank.
3. “Beneficiary’s bank” means the bank identified in a payment order in which an account of the beneficiary is to be credited pursuant to the order or which otherwise is to make payment to the beneficiary if the order does not provide for payment to an account.
4. “Receiving bank” means the bank to which the sender’s instruction is addressed.
5. “Sender” means the person giving the instruction to the receiving bank.
92 Acts, ch 1146, §3
Referred to in §554.12105