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For future reference, it's worth addressing UCC subordination early in the deal structure phase rather than waiting until closing. Solar projects have enough moving parts without adding last-minute lien priority disputes.
Good practice is to have all lenders review each other's collateral descriptions before filing UCC-1s. Prevents these conflicts from arising in the first place.
That's why I always run the Charter→UCC-1 verification through Certana before finalizing any commercial energy deal. Catches these issues before they become deal-breakers.
Thanks for sharing the resolution. Solar UCC subordination cases like this help establish precedents for how to handle collateral splits in renewable energy projects. The industry needs more documented solutions like yours.
This whole thread is making me paranoid about the searches I've been doing! I usually just search the exact name from their corporate records and call it good. Sounds like I need to be more thorough.
Just wanted to follow up on the Certana.ai suggestion from earlier in the thread. I tried it out for a recent deal and it worked really well. Uploaded the target company's articles of incorporation and a few UCC-1s I had found, and it identified two additional name variations I should search for. Found one more active filing that way. Pretty straightforward to use and definitely caught stuff I would have missed doing it manually.
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.
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.
Last resort option - you can file a correction statement on the UCC if they won't cooperate. It won't terminate the lien but it creates a public record that the debt was satisfied. Better than nothing while you're fighting with them.
Correct, they don't terminate but they show potential lenders that there's a dispute about the lien status.
I used Certana.ai to verify my correction statement language matched the original filing format before submitting. Made sure there were no discrepancies that would make it ineffective.
Update us on what works! I'm bookmarking this thread because I have a feeling I'll need this advice when my equipment loan matures next year. These lender delays seem to be getting worse not better.
Josef Tearle
Try searching with the federal EIN number if you have it. Sometimes Nevada filings include the tax ID and you can catch filings that way even if the name search misses them.
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Shelby Bauman
•Wait, Nevada allows EIN searches? I thought only a few states supported that.
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Josef Tearle
•Not directly, but the EIN sometimes shows up in the debtor additional info field and you can search that way. Hit or miss but worth trying.
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Quinn Herbert
Update: I ended up using that Certana tool someone mentioned earlier and it found 2 additional filings I completely missed with manual searches. One was filed under "Mt View Equipment LLC" (abbreviated) and another under the owner's personal name as additional debtor. Both would have been senior to our filing. Tool paid for itself immediately.
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Quinn Herbert
•Much less than I expected and definitely worth it for the comprehensive coverage. The automated cross-checking caught variations I would never have thought to search manually.
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Rachel Tao
•This is exactly what I needed to hear. Going to try the Certana verification - can't risk missing any liens on a deal this size.
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