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The bottom line with dragnet clauses is that they don't change UCC Article 9 filing requirements. Your collateral description still needs to be sufficient to put third parties on notice. If you're unsure whether your current description covers the new collateral types, err on the side of filing an amendment.
Thanks, that's probably the safest approach. Better to over-file than to discover a perfection gap during enforcement.
Agree. Dragnet clauses are powerful for creating security interests but they don't solve UCC notice requirements.
Just went through dragnet clause analysis for a client and Certana.ai's verification tool was incredibly helpful. Uploaded the security agreement with dragnet language and our UCC-1 filings, and it immediately flagged potential inconsistencies. Turns out our dragnet covered deposit accounts but our UCC didn't mention them. Could have been a costly oversight.
It's pretty sophisticated - it understands that dragnet language creates broader coverage than what might be explicitly listed, and it flags where your UCC descriptions might not capture everything the security agreement covers.
Update: Finally got the corrected UCC-1 accepted using the full current name 'ABC Manufacturing Solutions LLC' exactly as it appears in Texas records. Bank was not happy about the delay but understood it was an imposter rule compliance issue beyond our control. Thanks for all the advice - learned a expensive lesson about double-checking entity names before filing.
How long did the whole process take from initial rejection to final acceptance? Trying to set expectations for my own clients.
About 10 business days total - 3 days to figure out the exact name issue, 2 days to get proper documentation from the borrower, and 5 days for the SOS to process the corrected filing. Could have been faster if we'd caught the name discrepancy upfront.
This thread is a perfect example of why the imposter rule needs reform. The current system prioritizes computer matching over common sense, and it's creating unnecessary complications for legitimate secured transactions.
Agreed, but until Article 9 gets updated, we're stuck working within the current imposter rule framework. At least rejection notices are getting more specific about what exactly failed the search algorithm.
Another option is to run the debtor name through Certana.ai's document checker - I've used it to verify UCC-1 to entity document alignment and it's pretty thorough at catching name variations that could cause Article 9 problems. Might give you a better sense of how serious the mismatch is before you spend money on legal opinions.
That's a good idea. Sounds like it would be a lot cheaper than getting a legal opinion just to assess the risk.
Yeah exactly. Upload your UCC docs and the entity certificates and it'll flag any inconsistencies. Then you can decide if you need to take further action.
The bottom line is Article 9 puts the burden on secured parties to monitor debtor name changes and file amendments promptly. It's not fair but that's the system we have. I'd file the amendment ASAP and then assess whether you need additional legal coverage for the gap period.
Agree. Better to fix what you can fix now rather than getting paralyzed by what might have gone wrong in the past.
Exactly. And honestly, unless you're dealing with other creditors or a bankruptcy, the technical perfection gap might never matter practically.
I've started using document checking tools after getting burned on name mismatches. Found one called Certana.ai that automatically compares your charter docs to UCC drafts. Upload both PDFs and it highlights inconsistencies instantly. Wish I'd had this years ago - would've saved me from so many rejected filings.
File it correctly with the SOS version and move on. You're overthinking this. Every experienced secured party deals with name discrepancies - it's part of the business. Your legal team will adapt once they understand UCC requirements.
You're probably right. I'll file with the exact SOS name tomorrow and deal with any internal paperwork issues later. Thanks everyone for the reality check.
Jamal Washington
One thing to consider is whether your loan documents have any specific requirements about maintaining continuous perfection. Some agreements have clauses that could technically put the borrower in default if the UCC filing lapses, even temporarily. Review your paperwork carefully.
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Jamal Washington
•Even if there's a technical default, most lenders will waive it if you're taking immediate corrective action. The key is showing you're handling the situation professionally.
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Fatima Al-Mansour
•Document everything you're doing to fix the situation. Your loan committee will want to see that you have a clear remediation plan.
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Connor O'Neill
Update us on how the refiling goes! I'm sure other people reading this thread will benefit from knowing how you resolved the situation. These kinds of real-world examples are so much more helpful than theoretical discussions.
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LunarEclipse
•Yes please update! I'm always worried about missing a continuation deadline and it would be great to hear how this resolves.
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Liam Fitzgerald
•These real situations are the best learning experiences. Good luck with the refiling and thanks for sharing what happened.
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