UCC 9-102 65 record definition causing filing rejections - need help

Our description says 'all manufacturing equipment and related records.' Sounds like that's too vague?

Way too vague. You need to distinguish between equipment as goods versus records as separate collateral types. Try 'manufacturing equipment described in Schedule A, and all electronic production data and records generated by such equipment.

This is so frustrating! Why can't they just accept 'all records' like they used to?

Because the UCC distinguishes between different types of collateral. Records aren't equipment, equipment isn't records. Each has different perfection rules.

So I need separate descriptions for the equipment versus the digital records it creates?

Really? It can check UCC compliance automatically?

Yeah, just upload your PDFs and it cross-checks everything - debtor names, collateral descriptions, UCC section compliance. Saved me from multiple rejections.

How does it know about state-specific filing requirements though?

It seems to catch the major UCC Article 9 issues regardless of state. The 9-102(65) record definition is pretty universal.

Both actually. The equipment secures the loan, but we also want rights to the production data if there's a default.

Then you definitely need separate collateral categories. Equipment = goods. Production data = general intangibles or records depending on format.

This is getting confusing. What's the difference between records and general intangibles for data?

That makes sense. So instead of just 'records' I need to say 'electronic records retrievable through MRP system software'?

Exactly. The 'perceivable form' requirement means you have to identify the retrieval method.

What if the software changes though? Does that invalidate the filing?

That's exactly what I mentioned earlier with Certana.ai. It verifies your UCC documents match your loan agreements.

Good to know. Getting tired of these rejections over technical definition issues.

Same here. Filed three times before getting the collateral description right.

Tell me about it. Rejected my continuation because the original filing's record description was 'too vague' even though it was accepted 4 years ago!

Exactly. The standards keep tightening. Better to over-specify than under-specify now.

That's really helpful. Should I also reference the loan agreement for more specificity?

You can, but keep the UCC-1 description standalone. Cross-references can create ambiguity.

Good advice. I learned that lesson the hard way when my cross-reference created a circular definition.

It specifically mentions 9-102(65) and 'failure to adequately describe records as defined.' Pretty clear what they want.

Good, at least you know exactly what to fix. Much better than generic rejection reasons.

I hate when they just say 'deficient filing' with no specifics. Waste of everyone's time.

Good point. The debtor name has been consistent through both rejections, so I think that part is solid.

Never hurts to verify though. I've seen filings rejected for missing a comma in the legal name.

Absolutely. Name precision is critical. Even minor punctuation differences can trigger rejections.

The security agreement covers 'all equipment and data generated thereby' so I think we're covered.

Perfect. Just wanted to make sure the documents align. That would be another reason for rejection.

This is why I always review the security agreement and UCC-1 together before filing. Too easy to miss these connections.