2009 California Commercial Code - Section 9101-9110 :: Chapter 1. General Provisions

9101.  This division may be cited as the Uniform Commercial
Code-Secured Transactions.

9102.  (a) In this division:
   (1) "Accession" means goods that are physically united with other
goods in such a manner that the identity of the original goods is not
lost.
   (2) "Account," except as used in "account for," 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 health
care insurance receivables. 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 rights 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.
   (3) "Account debtor" means a person obligated on an account,
chattel paper, or general intangible. The term does not include
persons obligated to pay a negotiable instrument, even if the
instrument constitutes part of chattel paper.
   (4) "Accounting," except as used in "accounting for," means a
record that is all of the following:
   (A) Authenticated by a secured party.
   (B) 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.
   (C) Identifying the components of the obligations in reasonable
detail.
   (5) "Agricultural lien" means an interest in farm products that
meets all of the following conditions:
   (A) It secures payment or performance of an obligation for either
of the following:
   (i) Goods or services furnished in connection with a debtor's
farming operation.
   (ii) Rent on real property leased by a debtor in connection with
its farming operation.
   (B) It is created by statute in favor of a person that does either
of the following:
   (i) In the ordinary course of its business furnished goods or
services to a debtor in connection with a debtor's farming operation.
   (ii) Leased real property to a debtor in connection with the
debtor's farming operation.
   (C) Its effectiveness does not depend on the person's possession
of the personal property.
   (6) "As-extracted collateral" means either of the following:
   (A) Oil, gas, or other minerals that are subject to a security
interest that does both of the following:
   (i) Is created by a debtor having an interest in the minerals
before extraction.
   (ii) Attaches to the minerals as extracted.
   (B) 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.
   (7) "Authenticate" means to do either of the following:
   (A) To sign.
   (B) To 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.
   (8) "Bank" means an organization that is engaged in the business
of banking. The term includes savings banks, savings and loan
associations, credit unions, and trust companies.
   (9) "Cash proceeds" means proceeds that are money, checks, deposit
accounts, or the like.
   (10) "Certificate of title" means a certificate of title with
respect to which a statute provides for the security interest in
question to be indicated on the certificate as a condition or result
of the security interest's obtaining priority over the rights of a
lien creditor with respect to the collateral.
   (11) "Chattel paper" means a record or records that 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 paragraph,
"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 (i) charters or other contracts involving the use or hire
of a vessel or (ii) records that evidence a right to payment arising
out of the use of a credit or charge card or information contained
on or for use with the card. If a transaction is evidenced by records
that include an instrument or series of instruments, the group of
records taken together constitutes chattel paper.
   (12) "Collateral" means the property subject to a security
interest or agricultural lien. The term includes all of the
following:
   (A) Proceeds to which a security interest attaches.
   (B) Accounts, chattel paper, payment intangibles, and promissory
notes that have been sold.
   (C) Goods that are the subject of a consignment.
   (13) "Commercial tort claim" means a claim arising in tort with
respect to which either of the following conditions is satisfied:
   (A) The claimant is an organization.
   (B) The claimant is an individual and both of the following
conditions are satisfied regarding the claim:
   (i) It arose in the course of the claimant's business or
profession.
   (ii) It does not include damages arising out of personal injury to
or the death of an individual.
   (14) "Commodity account" means an account maintained by a
commodity intermediary in which a commodity contract is carried for a
commodity customer.
   (15) "Commodity contract" means a commodity futures contract, an
option on a commodity futures contract, a commodity option, or
another contract if the contract or option is either of the
following:
   (A) Traded on or subject to the rules of a board of trade that has
been designated as a contract market for such a contract pursuant to
federal commodities laws.
   (B) Traded on a foreign commodity board of trade, exchange, or
market, and is carried on the books of a commodity intermediary for a
commodity customer.
   (16) "Commodity customer" means a person for which a commodity
intermediary carries a commodity contract on its books.
   (17) "Commodity intermediary" means a person that is either of the
following:
   (A) Is registered as a futures commission merchant under federal
commodities law.
   (B) In the ordinary course of its business provides clearance or
settlement services for a board of trade that has been designated as
a contract market pursuant to federal commodities law.
   (18) "Communicate" means to do any of the following:
   (A) To send a written or other tangible record.
   (B) To transmit a record by any means agreed upon by the persons
sending and receiving the record.
   (C) In the case of transmission of a record to or by a filing
office, to transmit a record by any means prescribed by filing-office
rule.
   (19) "Consignee" means a merchant to which goods are delivered in
a consignment.
   (20) "Consignment" means a transaction, regardless of its form, in
which a person delivers goods to a merchant for the purpose of sale
and all of the following conditions are satisfied:
   (A) The merchant satisfies all of the following conditions:
   (i) He or she deals in goods of that kind under a name other than
the name of the person making delivery.
   (ii) He or she is not an auctioneer.
   (iii) He or she is not generally known by its creditors to be
substantially engaged in selling the goods of others.
   (B) With respect to each delivery, the aggregate value of the
goods is one thousand dollars ($1,000) or more at the time of
delivery.
   (C) The goods are not consumer goods immediately before delivery.
   (D) The transaction does not create a security interest that
secures an obligation.
   (21) "Consignor" means a person that delivers goods to a consignee
in a consignment.
   (22) "Consumer debtor" means a debtor in a consumer transaction.
   (23) "Consumer goods" means goods that are used or bought for use
primarily for personal, family, or household purposes.
   (24) "Consumer-goods transaction" means a consumer transaction in
which both of the following conditions are satisfied:
   (A) An individual incurs an obligation primarily for personal,
family, or household purposes.
   (B) A security interest in consumer goods secures the obligation.
   (25) "Consumer obligor" means an obligor who is an individual and
who incurred the obligation as part of a transaction entered into
primarily for personal, family, or household purposes.
   (26) "Consumer transaction" means a transaction in which (i) an
individual incurs an obligation primarily for personal, family, or
household purposes, (ii) a security interest secures the obligation,
and (iii) the collateral is held or acquired primarily for personal,
family, or household purposes. The term includes consumer-goods
transactions.
   (27) "Continuation statement" means an amendment of a financing
statement which does both of the following:
   (A) Identifies, by its file number, the initial financing
statement to which it relates.
   (B) Indicates that it is a continuation statement for, or that it
is filed to continue the effectiveness of, the identified financing
statement.
   (28) "Debtor" means any of the following:
   (A) A person having an interest, other than a security interest or
other lien, in the collateral, whether or not the person is an
obligor.
   (B) A seller of accounts, chattel paper, payment intangibles, or
promissory notes.
   (C) A consignee.
   (29) "Deposit account" means a demand, time, savings, passbook, or
similar account maintained with a bank. The term does not include
investment property or accounts evidenced by an instrument.
   (30) "Document" means a document of title or a receipt of the type
described in subdivision (b) of Section 7201.
   (31) "Electronic chattel paper" means chattel paper evidenced by a
record or records consisting of information stored in an electronic
medium.
   (32) "Encumbrance" means a right, other than an ownership
interest, in real property. The term includes mortgages and other
liens on real property.
   (33) "Equipment" means goods other than inventory, farm products,
or consumer goods.
   (34) "Farm products" means goods, other than standing timber, with
respect to which the debtor is engaged in a farming operation and
which are any of the following:
   (A) Crops grown, growing, or to be grown, including both of the
following:
   (i) Crops produced on trees, vines, and bushes.
   (ii) Aquatic goods produced in aquacultural operations.
   (B) Livestock, born or unborn, including aquatic goods produced in
aquacultural operations.
   (C) Supplies used or produced in a farming operation.
   (D) Products of crops or livestock in their unmanufactured states.
   (35) "Farming operation" means raising, cultivating, propagating,
fattening, grazing, or any other farming, livestock, or aquacultural
operation.
   (36) "File number" means the number assigned to an initial
financing statement pursuant to subdivision (a) of Section 9519.
   (37) "Filing office" means an office designated in Section 9501 as
the place to file a financing statement.
   (38) "Filing-office rule" means a rule adopted pursuant to Section
9526.
   (39) "Financing statement" means a record or records composed of
an initial financing statement and any filed record relating to the
initial financing statement.
   (40) "Fixture filing" means the filing of a financing statement
covering goods that are or are to become fixtures and satisfying
subdivisions (a) and (b) of Section 9502. The term includes the
filing of a financing statement covering goods of a transmitting
utility which are or are to become fixtures.
   (41) "Fixtures" means goods that have become so related to
particular real property that an interest in them arises under real
property law.
   (42) "General intangible" means any personal property, including
things in action, other than accounts, chattel paper, commercial tort
claims, deposit accounts, documents, goods, instruments, investment
property, letter-of-credit rights, letters of credit, money, and oil,
gas, or other minerals before extraction. The term includes payment
intangibles and software.
   (43)  [Reserved]
   (44) "Goods" means all things that are movable when a security
interest attaches. The term includes (i) fixtures, (ii) standing
timber that is to be cut and removed under a conveyance or contract
for sale, (iii) the unborn young of animals, (iv) crops grown,
growing, or to be grown, even if the crops are produced on trees,
vines, or bushes, and (v) manufactured homes. The term also includes
a computer program embedded in goods and any supporting information
provided in connection with a transaction relating to the program if
(i) the program is associated with the goods in such a manner that it
customarily is considered part of the goods, or (ii) by becoming the
owner of the goods, a person acquires a right to use the program in
connection with the goods. The term does not include a computer
program embedded in goods that consist solely of the medium in which
the program is embedded. The term also does not include accounts,
chattel paper, commercial tort claims, deposit accounts, documents,
general intangibles, instruments, investment property,
letter-of-credit rights, letters of credit, money, or oil, gas, or
other minerals before extraction.
   (45) "Governmental unit" means a subdivision, agency, department,
county, parish, municipality, or other unit of the government of the
United States, a state, or a foreign country. The term includes an
organization having a separate corporate existence if the
organization is eligible to issue debt on which interest is exempt
from income taxation under the laws of the United States.
   (46) "Health care insurance receivable" means an interest in or
claim under a policy of insurance which is a right to payment of a
monetary obligation for health care goods or services provided or to
be provided.
   (47) "Instrument" means a negotiable instrument or any other
writing that evidences a right to the payment of a monetary
obligation, is not itself a security agreement or lease, and is of a
type that in 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, or (iii)
writings that evidence a right to payment arising out of the use of a
credit or charge card or information contained on or for use with
the card.
   (48) "Inventory" means goods, other than farm products, which are
any of the following:
   (A) Leased by a person as lessor.
   (B) Held by a person for sale or lease or to be furnished under a
contract of service.
   (C) Furnished by a person under a contract of service.
   (D) Consist of raw materials, work in process, or materials used
or consumed in a business.
   (49) "Investment property" means a security, whether certificated
or uncertificated, security entitlement, securities account,
commodity contract, or commodity account.
   (50) "Jurisdiction of organization," with respect to a registered
organization, means the jurisdiction under whose law the organization
is organized.
   (51) "Letter-of-credit right" means a right to payment or
performance under a letter of credit, whether or not the beneficiary
has demanded or is at the time entitled to demand payment or
performance. The term does not include the right of a beneficiary to
demand payment or performance under a letter of credit.
   (52) (A) "Lien creditor" means any of the following:
   (i) A creditor that has acquired a lien on the property involved
by attachment, levy, or the like.
   (ii) An assignee for benefit of creditors from the time of
assignment.
   (iii) A trustee in bankruptcy from the date of the filing of the
petition.
   (iv) A receiver in equity from the time of appointment.
   (B) "Lien creditor" does not include a creditor who by filing a
notice with the Secretary of State has acquired only an attachment or
judgment lien on personal property, or both.
   (53) "Manufactured home" means a structure, transportable in one
or more sections, which, in the traveling mode, is eight body-feet or
more in width or 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 Title 42 of the United States Code.
   (54) "Manufactured home transaction" means a secured transaction
that satisfies either of the following:
   (A) It creates a purchase money security interest in a
manufactured home, other than a manufactured home held as inventory.
   (B) It is a secured transaction in which a manufactured home,
other than a manufactured home held as inventory, is the primary
collateral.
   (55) "Mortgage" means a consensual interest in real property,
including fixtures, which secures payment or performance of an
obligation.
   (56) "New debtor" means a person that becomes bound as debtor
under subdivision (d) of Section 9203 by a security agreement
previously entered into by another person.
   (57) "New value" means (i) money, (ii) money's worth in property,
services, or new credit, or (iii) release by a transferee of an
interest in property previously transferred to the transferee. The
term does not include an obligation substituted for another
obligation.
   (58) "Noncash proceeds" means proceeds other than cash proceeds.
   (59) "Obligor" means a person that, with respect to an obligation
secured by a security interest in or an agricultural lien on the
collateral, (i) owes payment or other performance of the obligation,
(ii) has provided property other than the collateral to secure
payment or other performance of the obligation, or (iii) is otherwise
accountable in whole or in part for payment or other performance of
the obligation. The term does not include issuers or nominated
persons under a letter of credit.
   (60) "Original debtor," except as used in subdivision (c) of
Section 9310, means a person that, as debtor, entered into a security
agreement to which a new debtor has become bound under subdivision
(d) of Section 9203.
   (61) "Payment intangible" means a general intangible under which
the account debtor's principal obligation is a monetary obligation.
   (62) "Person related to," with respect to an individual, means any
of the following:
   (A) The spouse of the individual.
   (B) A brother, brother-in-law, sister, or sister-in-law of the
individual.
   (C) An ancestor or lineal descendant of the individual or the
individual's spouse.
   (D) Any other relative, by blood or marriage, of the individual or
the individual's spouse who shares the same home with the
individual.
   (63) "Person related to," with respect to an organization, means
any of the following:
   (A) A person directly or indirectly controlling, controlled by, or
under common control with the organization.
   (B) An officer or director of, or a person performing similar
functions with respect to, the organization.
   (C) An officer or director of, or a person performing similar
functions with respect to, a person described in subparagraph (A).
   (D) The spouse of an individual described in subparagraph (A),
(B), or (C).
   (E) An individual who is related by blood or marriage to an
individual described in subparagraph (A), (B), (C), or (D) and shares
the same home with the individual.
   (64) "Proceeds," except as used in subdivision (b) of Section
9609, means any of the following property:
   (A) Whatever is acquired upon the sale, lease, license, exchange,
or other disposition of collateral.
   (B) Whatever is collected on, or distributed on account of,
collateral.
   (C) Rights arising out of collateral.
   (D) To the extent of the value of collateral, claims arising out
of the loss, nonconformity, or interference with the use of, defects
or infringement of rights in, or damage to, the collateral.
   (E) To the extent of the value of collateral and to the extent
payable to the debtor or the secured party, insurance payable by
reason of the loss or nonconformity of, defects or infringement of
rights in, or damage to, the collateral.
   (65) "Promissory note" means an instrument that evidences a
promise to pay a monetary obligation, does not evidence an order to
pay, and does not contain an acknowledgment by a bank that the bank
has received for deposit a sum of money or funds.
   (66) "Proposal" means a record authenticated by a secured party
that 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 9620, 9621, and 9622.
   (67) "Public finance transaction" means a secured transaction in
connection with which all of the following conditions are satisfied:
   (A) Debt securities are issued.
   (B) All or a portion of the securities issued have an initial
stated maturity of at least 20 years.
   (C) 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.
   (68) "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.
   (69) "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.
   (70) "Registered organization" means 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.
   (71) "Secondary obligor" means an obligor to the extent that
either of the following conditions are satisfied:
   (A) The obligor's obligation is secondary.
   (B) The obligor has a right of recourse with respect to an
obligation secured by collateral against the debtor, another obligor,
or property of either.
   (72) "Secured party" means any of the following:
   (A) A person in whose favor a security interest is created or
provided for under a security agreement, whether or not any
obligation to be secured is outstanding.
   (B) A person that holds an agricultural lien.
   (C) A consignor.
   (D) A person to which accounts, chattel paper, payment
intangibles, or promissory notes have been sold.
   (E) A trustee, indenture trustee, agent, collateral agent, or
other representative in whose favor a security interest or
agricultural lien is created or provided for.
   (F) A person that holds a security interest arising under Section
2401, 2505, 4210, or 5118, or under subdivision (3) of Section 2711
or subdivision (5) of Section 10508.
   (73) "Security agreement" means an agreement that creates or
provides for a security interest.
   (74) "Send," in connection with a record or notification, means to
do either of the following:
   (A) 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.
   (B) To cause the record or notification to be received within the
time that it would have been received if properly sent under
subparagraph (A).
   (75) "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.
   (76) "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.
   (77) "Supporting obligation" means a letter-of-credit right or
secondary obligation that supports the payment or performance of an
account, chattel paper, document, general intangible, instrument, or
investment property.
   (78) "Tangible chattel paper" means chattel paper evidenced by a
record or records consisting of information that is inscribed on a
tangible medium.
   (79) "Termination statement" means an amendment of a financing
statement that does both of the following:
   (A) Identifies, by its file number, the initial financing
statement to which it relates.
   (B) Indicates either that it is a termination statement or that
the identified financing statement is no longer effective.
   (80) "Transmitting utility" means a person primarily engaged in
the business of any of the following:
   (A) Operating a railroad, subway, street railway, or trolley bus.
   (B) Transmitting communications electrically, electromagnetically,
or by light.
   (C) Transmitting goods by pipeline or sewer.
   (D) Transmitting or producing and transmitting electricity, steam,
gas, or water.
   (b) 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"                          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                   Section 5102.
  or
  letter-of-credit right)
  "Issuer" (with respect to a        Section 8201.
  security)
  "Issuer" (with respect to          Section 7102.
  documents of title)
  "Lease"                            Section 10103.
  "Lease agreement"                  Section 10103.
  "Lease contract"                   Section 10103.
  "Leasehold interest"               Section 10103.
  "Lessee"                           Section 10103.
  "Lessee in ordinary course of      Section 10103.
  business"
  "Lessor"                           Section 10103.
  "Lessor's residual interest"       Section 10103.
  "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 (commencing with Section 1101) contains general
definitions and principles of construction and interpretation
applicable throughout this division.

9103.  (a) In this section:
   (1) "Purchase money collateral" means goods or software that
secures a purchase money obligation incurred with respect to that
collateral.
   (2) "Purchase money obligation" means an obligation of an obligor
incurred as all or part of the price of the collateral or for value
given to enable the debtor to acquire rights in or the use of the
collateral if the value is in fact so used.
   (b) A security interest in goods is a purchase money security
interest as follows:
   (1) To the extent that the goods are purchase money collateral
with respect to that security interest.
   (2) If the security interest is in inventory that is or was
purchase money collateral, also to the extent that the security
interest secures a purchase money obligation incurred with respect to
other inventory in which the secured party holds or held a purchase
money security interest.
   (3) Also to the extent that the security interest secures a
purchase money obligation incurred with respect to software in which
the secured party holds or held a purchase money security interest.
   (c) A security interest in software is a purchase money security
interest to the extent that the security interest also secures a
purchase money obligation incurred with respect to goods in which the
secured party holds or held a purchase money security interest if
both of the following conditions are satisfied:
   (1) The debtor acquired its interest in the software in an
integrated transaction in which it acquired an interest in the goods.
   (2) The debtor acquired its interest in the software for the
principal purpose of using the software in the goods.
   (d) The security interest of a consignor in goods that are the
subject of a consignment is a purchase money security interest in
inventory.
   (e) In a transaction other than a consumer-goods transaction, if
the extent to which a security interest is a purchase money security
interest depends on the application of a payment to a particular
obligation, the payment must be applied as follows:
   (1) In accordance with any reasonable method of application to
which the parties agree.
   (2) In the absence of the parties' agreement to a reasonable
method, in accordance with any intention of the obligor manifested at
or before the time of payment.
   (3) In the absence of an agreement to a reasonable method and a
timely manifestation of the obligor's intention, in the following
order:
   (A) To obligations that are not secured.
   (B) If more than one obligation is secured, to obligations secured
by purchase money security interests in the order in which those
obligations were incurred.
   (f) In a transaction other than a consumer-goods transaction, a
purchase money security interest does not lose its status as such,
even if any of the following conditions are satisfied:
   (1) The purchase money collateral also secures an obligation that
is not a purchase money obligation.
   (2) Collateral that is not purchase money collateral also secures
the purchase money obligation.
   (3) The purchase money obligation has been renewed, refinanced,
consolidated, or restructured.
   (g) In a transaction other than a consumer-goods transaction, a
secured party claiming a purchase money security interest has the
burden of establishing the extent to which the security interest is a
purchase money security interest.
   (h) The limitation of the rules in subdivisions (e), (f), and (g)
to transactions other than consumer-goods transactions is intended to
leave to the court the determination of the proper rules in
consumer-goods transactions. The court may not infer from that
limitation the nature of the proper rule in consumer-goods
transactions and may continue to apply established approaches.

9104.  (a) A secured party has control of a deposit account if any
of the following conditions is satisfied:
   (1) The secured party is the bank with which the deposit account
is maintained.
   (2) The debtor, secured party, and bank have agreed in an
authenticated record that the bank will comply with instructions
originated by the secured party directing disposition of the funds in
the deposit account without further consent by the debtor.
   (3) The secured party becomes the bank's customer with respect to
the deposit account.
   (b) A secured party that has satisfied subdivision (a) has
control, even if the debtor retains the right to direct the
disposition of funds from the deposit account.

9105.  A secured party has control of electronic chattel paper if
the record or records comprising the chattel paper are created,
stored, and assigned in such a manner that each of the following
conditions is satisfied:
   (1) A single authoritative copy of the record or records exists
which is unique, identifiable, and, except as otherwise provided in
paragraphs (4), (5), and (6), unalterable.
   (2) The authoritative copy identifies the secured party as the
assignee of the record or records.
   (3) The authoritative copy is communicated to and maintained by
the secured party or its designated custodian.
   (4) Copies or revisions that add or change an identified assignee
of the authoritative copy can be made only with the participation of
the secured party.
   (5) Each copy of the authoritative copy and any copy of a copy is
readily identifiable as a copy that is not the authoritative copy.
   (6) Any revision of the authoritative copy is readily identifiable
as an authorized or unauthorized revision.

9106.  (a) A person has control of a certificated security,
uncertificated security, or security entitlement as provided in
Section 8106.
   (b) A secured party has control of a commodity contract if either
of the following conditions is satisfied:
   (1) The secured party is the commodity intermediary with which the
commodity contract is carried.
   (2) The commodity customer, secured party, and commodity
intermediary have agreed that the commodity intermediary will apply
any value distributed on account of the commodity contract as
directed by the secured party without further consent by the
commodity customer.
   (c) A secured party having control of all security entitlements or
commodity contracts carried in a securities account or commodity
account has control over the securities account or commodity account.

9107.  A secured party has control of a letter-of-credit right to
the extent of any right to payment or performance by the issuer or
any nominated person if the issuer or nominated person has consented
to an assignment of proceeds of the letter of credit under
subdivision (c) of Section 5114 or otherwise applicable law or
practice.

9108.  (a) Except as otherwise provided in subdivisions (c), (d),
and (e), a description of personal or real property is sufficient,
whether or not it is specific, if it reasonably identifies what is
described.
   (b) Except as otherwise provided in subdivision (d), a description
of collateral reasonably identifies the collateral if it identifies
the collateral by any of the following:
   (1) Specific listing.
   (2) Category.
   (3) Except as otherwise provided in subdivision (e), a type of
collateral defined in this code.
   (4) Quantity.
   (5) Computational or allocational formula or procedure.
   (6) Except as otherwise provided in subdivision (c), any other
method, if the identity of the collateral is objectively
determinable.
   (c) A description of collateral as "all the debtor's assets" or
"all the debtor's personal property" or using words of similar import
does not reasonably identify the collateral.
   (d) Except as otherwise provided in subdivision (e), a description
of a security entitlement, securities account, or commodity account
is sufficient if it describes either of the following:
   (1) The collateral by those terms or as investment property.
   (2) The underlying financial asset or commodity contract.
   (e) A description only by type of collateral defined in this code
is an insufficient description of either of the following:
   (1) A commercial tort claim.
   (2) In a consumer transaction, consumer goods, a security
entitlement, a securities account, or a commodity account.
   (f) A description of investment property collateral also shall
meet the applicable requirements of Section 1799.103 of the Civil
Code. A description of consumer goods also shall meet the applicable
requirements of Section 1799.100 of the Civil Code.

9109.  (a) Except as otherwise provided in subdivisions (c) and (d),
this division applies to each of the following:
   (1) A transaction, regardless of its form, that creates a security
interest in personal property or fixtures by contract.
   (2) An agricultural lien.
   (3) A sale of accounts, chattel paper, payment intangibles, or
promissory notes.
   (4) A consignment.
   (5) A security interest arising under Section 2401 or 2505, or
under subdivision (3) of Section 2711, or subdivision (5) of Section
10508, as provided in Section 9110.
   (6) A security interest arising under Section 4210 or 5118.
   (b) The application of this division to a security interest in a
secured obligation is not affected by the fact that the obligation is
itself secured by a transaction or interest to which this division
does not apply.
   (c) This division does not apply to the extent that either of the
following conditions is satisfied:
   (1) A statute, regulation, or treaty of the United States preempts
this division.
   (2) The rights of a transferee beneficiary or nominated person
under a letter of credit are independent and superior under Section
5114.
   (d) This division does not apply to any of the following:
   (1) A landlord's lien, other than an agricultural lien.
   (2) A lien, other than an agricultural lien, given by statute or
other rule of law for services or materials, but Section 9333 applies
with respect to priority of the lien.
   (3) An assignment of a claim for wages, salary, or other
compensation of an employee.
   (4) A sale of accounts, chattel paper, payment intangibles, or
promissory notes as part of a sale of the business out of which they
arose.
   (5) An assignment of accounts, chattel paper, payment intangibles,
or promissory notes which is for the purpose of collection only.
   (6) An assignment of a right to payment under a contract to an
assignee that is also obligated to perform under the contract.
   (7) An assignment of a single account, payment intangible, or
promissory note to an assignee in full or partial satisfaction of a
preexisting indebtedness.
   (8) Any loan made by an insurance company pursuant to the
provisions of a policy or contract issued by it and upon the sole
security of the policy or contract.
   (9) An assignment of a right represented by a judgment, other than
a judgment taken on a right to payment that was collateral.
   (10) A right of recoupment or setoff, provided that both of the
following sections apply:
   (A) Section 9340 applies with respect to the effectiveness of
rights of recoupment or setoff against deposit accounts.
   (B) Section 9404 applies with respect to defenses or claims of an
account debtor.
   (11) The creation or transfer of an interest in or lien on real
property, including a lease or rents thereunder, except to the extent
that provision is made for each of the following:
   (A) Liens on real property in Sections 9203 and 9308.
   (B) Fixtures in Section 9334.
   (C) Fixture filings in Sections 9501, 9502, 9512, 9516, and 9519.
   (D) Security agreements covering personal and real property in
Section 9604.
   (12) An assignment of a claim arising in tort, other than a
commercial tort claim, but Sections 9315 and 9322 apply with respect
to proceeds and priorities in proceeds.
   (13) An assignment of a deposit account in a consumer transaction,
but Sections 9315 and 9322 apply with respect to proceeds and
priorities in proceeds.
   (14) Any security interest created by the assignment of the
benefits of any public construction contract under the Improvement
Act of 1911 (Division 7 (commencing with Section 5000) of the Streets
and Highways Code).
   (15) Transition property, as defined in Section 840 of the Public
Utilities Code, except to the extent that the provisions of this
division are referred to in Article 5.5 (commencing with Section 840)
of Chapter 4 of Part 1 of Division 1 of the Public Utilities Code,
and recovery property, as defined in Section 848 of the Public
Utilities Code, except to the extent that the provisions of this
division are referred to in Article 5.6 (commencing with Section 848)
of Chapter 4 of Part 1 of Division 1 of the Public Utilities Code.
   (16) A claim or right of an employee or employee's dependents to
receive workers' compensation under Division 1 (commencing with
Section 50) or Division 4 (commencing with Section 3200) of the Labor
Code.
   (17) A transfer by a government or governmental unit.

9110.  A security interest arising under Section 2401 or 2505, or
under subdivision (3) of Section 2711, or subdivision (e) of Section
10508 is subject to this division. However, until the debtor obtains
possession of the goods, all of the following apply:
   (1) The security interest is enforceable, even if paragraph (3) of
subdivision (b) of Section 9203 has not been satisfied.
   (2) Filing is not required to perfect the security interest.
   (3) The rights of the secured party after default by the debtor
are governed by Division 2 (commencing with Section 2101) or Division
10 (commencing with Section 10101).
   (4) The security interest has priority over a conflicting security
interest created by the debtor.