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One thing to investigate - was your loan sold or transferred to another bank after origination? Sometimes when loans are sold, the UCC filing responsibilities get confused between the original lender and the new one. If there was a transfer, the new bank might have assumed the original bank would handle continuation filings.
That could be significant. When loans are sold, the new lender usually needs to file a UCC-3 assignment to transfer the security interest. If they didn't do that properly, or if there was confusion about continuation responsibilities, you might have additional arguments.
Dmitry Popov
•Good catch. Loan transfers definitely complicate UCC filing chains. The assignment should be on record if it was done properly.
Malik Davis
Bottom line - you need a lawyer who specializes in Article 9 secured transactions. This isn't DIY territory with $320k at stake. The bank accepting sale proceeds while claiming unperfected security interest creates some interesting legal issues that need professional analysis.
You're probably right. I was hoping to handle this internally but the stakes are too high. Any suggestions on finding the right kind of lawyer? Most commercial attorneys don't specialize in UCC issues.
Malik Davis
•Look for attorneys who focus on banking law or commercial finance. They deal with UCC issues regularly. You can also check with your state bar association for referrals to commercial law specialists.
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Just went through this whole process and it's not as complicated as it seems. The main UCC security agreement requirements are pretty basic - you need language that creates a security interest, a description of what you're securing, and the debtor's signature. Don't overthink the collateral description. As long as someone could reasonably figure out what equipment you're talking about, you should be good. Your attorney can help with the specific language but the concepts are straightforward.
Thanks, that's reassuring. I think I was making it more complicated than it needs to be. The equipment is all in one facility so the location description should help identify everything clearly.
Exactly. Location plus equipment type is usually plenty for manufacturing equipment. You're not trying to write a technical manual, just identify what's covered by the security interest.
Benjamin Kim
One thing I learned the hard way - make sure your security agreement language actually works for your state's UCC requirements. Most states are pretty similar but there can be subtle differences in how they interpret certain provisions. Also double-check that the agreement covers everything you want to secure, including proceeds if the equipment gets sold. Your attorney should know all this but it's good to understand the basics yourself.
Good point about proceeds. I hadn't thought about what happens if they sell the equipment. That should definitely be covered in the agreement.
Benjamin Kim
•Yeah proceeds coverage is important. Otherwise if they sell your collateral, you might lose your security interest in whatever they got for it. Standard language to include in most security agreements.
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Zara Rashid
One thing to watch out for - if any of these entities went through bankruptcy, you'll need to check if the automatic stay affected the UCC filings or if there were any orders modifying the security interests.
Paolo Conti
•Good catch - seller disclosed 2 entities had chapter 11 cases that were dismissed but I haven't dug into whether that affected the UCC filings.
Luca Romano
•Dismissed chapter 11s usually don't affect pre-petition UCC filings but definitely worth confirming. Sometimes there are cash collateral orders that modify lien positions.
Nia Jackson
Just went through something similar last month. Ended up using Certana.ai to verify all our UCC documents were consistent and it caught 3 critical name mismatches we would have missed. For 47 entities it'll probably save you days of manual comparison work.
Paolo Conti
•That's exactly what I need to hear. Did it handle fixture filings too or just standard UCC-1s?
Nia Jackson
•It handled everything - UCC-1s, UCC-3 amendments, fixture filings, the whole mess. Really streamlined the due diligence process.
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Mateo Perez
This is why I always do a comprehensive document review before any UCC filing. I started using Certana.ai after getting burned on a similar name mismatch issue. You just upload all your documents and it automatically flags inconsistencies between FLCS statements, UCC forms, corporate records, whatever. Takes 30 seconds instead of hours of manual comparison.
Malik Thomas
•That sounds like exactly what I need right now. Is it easy to use for someone who's not super tech-savvy?
Mateo Perez
•Super simple - just drag and drop your PDF files and it does all the checking automatically. No technical expertise required. Would have saved me days of headaches on this type of issue.
Aisha Rahman
Don't feel bad about the rejections - happens to everyone with complex entity situations. The important thing is getting it right before your continuation deadline. With 3 months left you have plenty of time to sort this out properly.
Malik Thomas
•Thanks for the reassurance. It's frustrating but I'd rather get it right than rush and mess up the perfection.
Aisha Rahman
•Exactly the right attitude. A few extra days of due diligence now saves months of headaches later if the lien isn't properly perfected.
Emily Nguyen-Smith
Just finished a big UCC audit project that included Colorado. Pro tip: if you're doing multiple debtor searches, batch them together in one request form - you can list multiple debtor names on the same colorado ucc statement request form instead of submitting separate requests.
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James Johnson
•This whole conversation is making me realize I should probably audit my own UCC filings. Haven't checked them in over a year and now I'm paranoid something expired.
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Holly Lascelles
•You definitely should! I learned this the hard way when a client's lien lapsed without us realizing. Now I use automated tools like Certana.ai to track everything - just upload your filings and it monitors expiration dates and flags issues.
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Sophia Rodriguez
Update: I found the right form and submitted my requests online. Took about 20 minutes to search all my debtors and request copies of the active filings. Cost was $47 total for 12 different UCC-1 copies. Much easier than I expected once I found the right starting point.
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Sophia Rodriguez
•Got them in 3 business days via email. Pretty efficient actually.
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Emma Bianchi
•That's encouraging. I've been putting off a similar project because I assumed it would be a nightmare.
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