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I'm dealing with something similar right now and found that running both UCC filings through Certana.ai's verification tool really helped clarify the priority analysis. It compares the collateral descriptions and highlights potential conflicts. Worth the peace of mind when you're facing a bankruptcy trustee.

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Both really. It flags inconsistencies that could void your filing but also helps you understand how your collateral description overlaps with other liens. Made me realize issues I hadn't spotted manually.

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Ellie Perry

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This is why I always recommend cross-checking UCC filings before assuming priority. So many hidden issues that don't surface until there's a dispute.

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This is a really educational thread - I'm relatively new to equipment financing and had no idea PMSI priority could be this complicated. From what I'm reading, it sounds like Lucas has decent facts (timely filing, specific collateral description, clear purchase money source), but there are so many potential pitfalls. The fixture issue raised by Gianna seems particularly concerning. Is there a good resource for understanding when manufacturing equipment crosses the line into fixture territory? Also, has anyone dealt with situations where the debtor had multiple lenders with overlapping equipment liens? Trying to learn from everyone's experience here.

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Dylan Cooper

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Great question about fixtures! The key test is usually whether the equipment is so integrated with the real property that removing it would cause substantial damage. For manufacturing equipment, courts look at factors like: (1) method of attachment - is it just bolted down or actually built into the structure, (2) whether it's customized for that specific location, and (3) the intent of the parties. A good rule of thumb is if you need a crane and significant work to move it, it might be crossing into fixture territory. For multiple overlapping equipment liens, I always run a full UCC search and map out all the collateral descriptions to spot conflicts early. The devil is really in the details with these priority disputes.

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Zoe Stavros

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Thanks everyone for all the helpful info! This thread really clarified the relationship between GSAs and UCC filings for me. Definitely going to use that document checker tool before signing anything.

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Smart approach. Better to catch issues before filing than deal with rejections and delays later.

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Zara Mirza

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Good luck with your loan process! Sounds like you're being appropriately careful about the documentation.

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Yara Sabbagh

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Great thread! One additional tip - make sure your lender provides you with a copy of the filed UCC-1 with the official file stamp from the Secretary of State. This proves it was actually filed and accepted. I've seen cases where lenders thought they filed but there were technical errors that caused rejections, leaving the security interest unperfected. Having that stamped copy in your records protects both parties and gives you peace of mind that everything was done correctly.

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Sofia Ramirez

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One more thing to consider - if this is a stock purchase vs asset purchase, the UCC implications are different. Stock purchase means you're taking on all existing liens, asset purchase might allow you to take assets free and clear depending on the structure.

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It's an asset purchase, but we're taking on most of the equipment which I believe has liens against it.

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Sofia Ramirez

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Then you definitely need to see exactly what equipment is covered by each UCC filing and work with your attorney on how to handle the lien releases or assumptions.

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StarStrider

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Given your tight timeline and the complexity of acquisition due diligence, I'd strongly recommend going with a professional UCC search service rather than trying to handle this yourself. With equipment financing and SBA loans involved, you'll want to make sure the search covers all possible debtor name variations, subsidiary entities, and any predecessor companies. The professional services typically provide both state and federal searches, plus they'll give you the actual UCC-1 forms so you can see exactly what collateral is pledged. For a 3-week closing timeline, order this within the next few days since some services take up to a week. The cost is usually under $200 and could save you from major headaches down the road.

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Miguel Diaz

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This is excellent comprehensive advice. I'm curious though - when you mention subsidiary entities and predecessor companies, how do you identify those? Is that something the target company should provide in their disclosure documents, or do you need to do separate corporate searches to find related entities that might have UCC filings?

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Kelsey Chin

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One last thing - when you're preparing those additional party forms, pay extra attention to the secured party information. It needs to match exactly between the main UCC-1 and all additional party forms. I've seen filings where the secured party name was slightly different between forms and it created confusion during payoff processing.

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Norah Quay

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Great point. The secured party consistency is just as important as the debtor name matching.

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Leo McDonald

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This whole thread should be required reading for anyone doing multi-party UCC filings. So many good practical tips.

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This is exactly the kind of detailed discussion I needed to see! As someone new to equipment financing, I had no idea about all these nuances with additional party forms. The point about future releases really resonates - I can see how having separate forms for each guarantor would make partial releases so much cleaner. One question though - when you're doing the collateral descriptions on each additional party form, do you describe ALL the collateral (equipment + personal assets) on each form, or just the specific assets that particular guarantor is pledging? I'm working on a similar deal structure and want to make sure I get this right from the start.

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Mateo Warren

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Great question! For collateral descriptions on additional party forms, you typically only describe the specific assets that particular guarantor is pledging. So if Guarantor A is pledging personal equipment and Guarantor B is pledging real estate, each additional party form would have the collateral description specific to what that individual is securing. The main UCC-1 would cover the primary business equipment. This approach keeps everything organized and makes it much easier if you need to do partial releases later - you're not trying to amend a form that has mixed collateral from multiple parties.

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Derek Olson

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Bottom line on UCC 9-103 - when in doubt, file in both states. The cost of dual filings is minimal compared to the risk of losing your security interest. I'd rather explain to a client why we spent an extra $40 on a filing fee than why we lost a $2.8 million secured claim.

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Felicity Bud

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That's exactly the approach I'm taking. Filing in Alabama this week and I'll probably set up a system to automatically file in any state where our collateral might be moved in the future. Thanks everyone for the advice - this thread has been incredibly helpful.

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Max Reyes

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Smart approach. UCC 9-103 is one of those areas where being overly cautious is the right strategy. Better to have unnecessary filings than to lose perfection.

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Evelyn Kim

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Great discussion everyone! As someone new to UCC filings, this thread has been incredibly educational. I'm curious about one practical aspect - when you're filing in multiple states like Delaware and Alabama, do you typically use the same secured party information and addresses, or do some states have different requirements for how the secured party should be listed? Also, are there any states that are particularly difficult to work with in terms of their UCC filing systems or rejection rates? I want to make sure I'm prepared for potential complications when I start handling these multi-state transactions.

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