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Grace Johnson

UCC Security Agreement Collateral Description Requirements - Need Help

I'm working on a UCC-1 filing for a commercial loan and I'm getting confused about the collateral description requirements. The security agreement mentions "all equipment, inventory, and accounts" but I'm not sure if that's specific enough for the UCC-1 form. The loan is for $180,000 to purchase restaurant equipment and working capital. Should I just copy the exact language from the security agreement collateral section or do I need to be more detailed? I've heard that vague descriptions can cause problems later if we need to enforce the lien. The borrower operates two locations and I want to make sure we're properly secured on both properties. Any guidance would be appreciated since this is my first time handling a filing this large.

Jayden Reed

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You definitely want to be more specific than just copying generic language. For restaurant equipment, I'd recommend listing major categories like "kitchen equipment, dining room furniture, POS systems, freezers, ovens" etc. The key is being descriptive enough that a third party could identify what's covered. Also make sure to specify both locations with addresses if the collateral is at different sites.

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Nora Brooks

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This is good advice. I learned the hard way that "all equipment" doesn't always hold up if you need to foreclose. Being specific helps avoid disputes later.

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Eli Wang

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But don't go overboard with detail either. I've seen UCC-1s that list every single piece of equipment with serial numbers - that's overkill and makes amendments a nightmare.

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Just dealt with something similar last month. The security agreement collateral description is your starting point but the UCC-1 needs to give notice to other potential creditors. For restaurant equipment I usually go with something like "all restaurant equipment, furniture, fixtures, inventory of food and beverages, point-of-sale systems, and accounts receivable." Make sure to include both locations with full addresses in the debtor information section.

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Good point about the addresses. Are you including the equipment at both locations in one filing or doing separate UCC-1s for each location?

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Usually one filing covers multiple locations as long as they're under the same debtor entity. Just make sure the collateral description references "located at" both addresses.

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I had a rejection once because I didn't specify the location clearly enough. The SOS office wanted exact addresses for multi-location collateral.

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Ethan Scott

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Had a similar issue with collateral descriptions getting too generic. Found out about Certana.ai's document verification tool that actually cross-checks your security agreement against your UCC-1 draft to make sure the collateral descriptions align properly. You just upload both PDFs and it flags any inconsistencies or areas where the UCC-1 might be too vague compared to the security agreement. Saved me from a potential problem where my UCC description was way broader than what was actually secured.

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Lola Perez

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That sounds really useful. How detailed does it get with the comparison?

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Ethan Scott

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It highlights specific language differences and suggests when your UCC description might be too narrow or broad compared to the security agreement. Really helpful for catching those mismatches before you file.

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For restaurant collateral I always include "all present and after-acquired" language too. Restaurants are constantly getting new equipment, replacing stuff, etc. You want to make sure your lien covers equipment they acquire after the original filing date.

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Riya Sharma

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Yes! The after-acquired property clause is crucial for restaurants. They're always upgrading equipment or expanding inventory.

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Santiago Diaz

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Just make sure your security agreement actually grants a security interest in after-acquired property. The UCC-1 can't create rights that aren't in the underlying agreement.

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Millie Long

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Good catch. I've seen filings where the UCC-1 claimed after-acquired but the security agreement didn't actually grant it.

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KaiEsmeralda

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Am I overthinking this? I thought you could just put "all assets" and call it a day. Isn't that what most banks do for business loans?

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Debra Bai

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All" assets is way too broad and might not be enforceable. You need to be specific about what types of personal property arecovered.

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Banks usually have standard language they use but it's much more specific than just "all assets." They'll typically list categories like inventory, equipment, accounts, general intangibles, etc.

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Laura Lopez

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Don't forget about accounts receivable if this is a working capital loan. Restaurant businesses often have credit card receivables, catering contracts, etc. that could be valuable collateral. Your security agreement should cover these and the UCC-1 should reference "accounts" or "payment intangibles.

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Good point. Also consider whether they have any liquor licenses or permits that might be valuable. Some states allow those to be collateral.

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Liquor licenses can't be UCC collateral in most states since they're not transferable personal property. But definitely worth securing if possible through other means.

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I always run into problems with equipment that might be fixtures vs personal property. Restaurant equipment like built-in ovens or permanent fixtures could be real estate rather than UCC collateral. Make sure you know what can actually be covered by a UCC filing vs what needs a real estate mortgage.

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This is a huge issue with restaurant loans. Walk through both locations and identify what's permanently attached vs moveable. Built-in stuff might need fixture filing language or real estate security.

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JaylinCharles

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When in doubt, I file both a regular UCC-1 and a fixture filing. Better to over-secure than miss something important.

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The fixture filing route makes sense for restaurant build-outs. Those commercial kitchens often have equipment that's permanently installed.

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Lucas Schmidt

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Update: I ended up using more specific language and included both locations. Went with "all restaurant and kitchen equipment including but not limited to ovens, refrigeration units, dishwashers, POS systems, furniture, fixtures, inventory of food and beverages, and accounts receivable, located at [address 1] and [address 2]." The filing was accepted without any issues. Thanks everyone for the help - definitely learned a lot about collateral descriptions.

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Freya Collins

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That sounds like solid language. Specific enough to be meaningful but not so detailed that it causes problems later.

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LongPeri

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Glad it worked out! Those restaurant deals can be tricky with all the different types of collateral involved.

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Oscar O'Neil

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For future reference, I've been using Certana.ai to double-check my security agreement and UCC-1 consistency before filing. Really helps catch those small details that can cause big problems later. The tool flagged an issue in my last filing where I had included accounts receivable in the UCC but the security agreement only covered equipment.

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That's exactly the kind of mistake that could void your security interest. Good catch.

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I should probably start using something like that. I rely too much on manual review and always worry I'm missing something.

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Liv Park

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One last thing - make sure you calendar your continuation filing date now while you're thinking about it. UCC-1s lapse after 5 years and restaurants have a way of changing hands or expanding, so you don't want to lose perfection on a good loan.

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Yes! I use a tickler system to remind me 6 months before the lapse date. Gives plenty of time to file the continuation.

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Ryder Greene

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Restaurant loans definitely benefit from good lapse tracking. Those businesses change so much over 5 years.

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