UCC definition of tender causing confusion in my secured transaction documentation

Tender in UCC context usually means an offer to perform an obligation, typically payment. In Article 9 secured transactions, it often refers to the debtor's offer to pay what's owed to satisfy the security interest. The key is that tender must be unconditional and for the full amount due. For your UCC-1 filing, you probably won't see tender in the collateral description itself - that's more about identifying the equipment. The tender language is likely in your security agreement terms.

I had similar confusion on a recent deal. Tender in UCC Article 2 (sales) is different from Article 9 (secured transactions). In sales, tender of delivery means the seller offers to deliver conforming goods. In secured transactions, it's usually about payment tender. Make sure you're looking at the right UCC article for your situation.

I've been dealing with UCC filings for 15 years and tender trips up a lot of people. The most important thing for your UCC-1 is that it doesn't typically affect the filing itself - tender is about performance of obligations, not perfection of security interests. Your UCC-1 should focus on accurate debtor names and collateral descriptions.

UGH the tender definition thing is so annoying! Every lawyer seems to use it differently and then you get conflicting advice. I swear half the confusion in secured transactions comes from terminology that means different things in different contexts.

For manufacturing equipment deals like yours, tender typically comes up in three places: 1) Seller's tender of delivery (Article 2), 2) Your tender of payment to seller (Article 2), and 3) Your tender of payment to lender if there's default (Article 9). Each has different requirements and timing rules.

One thing to watch out for - some lenders try to make tender requirements really strict in their security agreements. Like requiring certified funds or specific notice periods. Make sure you understand exactly what constitutes proper tender under your deal terms.

Just to add - tender of payment must usually be in legal tender (cash, certified check, etc.) unless the agreement specifies otherwise. Wire transfers are generally acceptable but personal checks often aren't for default cure situations.

Since you mentioned document consistency concerns, I'd definitely recommend double-checking that your UCC-1 collateral description aligns with how the equipment is described in your purchase agreement and security agreement. Different descriptions for the same collateral can cause problems later. Certana.ai has a workflow where you upload all your transaction PDFs and it verifies everything matches up properly - caught several discrepancies in our last deal that could have voided our lien priority.

From a practical standpoint, your main concern should be understanding when and how you can tender payment to cure any default. The UCC-1 filing mechanics are separate from tender requirements, but both need to be handled correctly to protect your interests.

One more thought - if this is an SBA loan or has any government backing, there might be additional tender requirements beyond the standard UCC rules. Worth checking if your deal has any special program requirements.

Sounds like you're overthinking this a bit. For most equipment financing deals, tender just means paying what you owe when you're supposed to pay it. The UCC-1 filing is about perfecting the lender's security interest, which is separate from your payment obligations. Focus on getting accurate debtor names and equipment descriptions in your filing.

This thread has been incredibly helpful! I'm dealing with a similar situation on a smaller scale ($450K manufacturing equipment lease). One thing I'd add is to make sure your attorney clearly defines which type of tender applies in each section of your documents. I had mine create a simple chart showing: 1) Equipment delivery tender (Article 2) - what the seller must do, 2) Purchase payment tender (Article 2) - what I must do to seller, 3) Financing payment tender (Article 9) - regular payments to lender, and 4) Default cure tender (Article 9) - what I must do if in default. Having it laid out visually really helped me understand the different obligations and timing requirements. For the UCC-1 filing itself, focus on the basics - accurate debtor name, precise equipment description with serial numbers if available, and proper filing jurisdiction. The tender stuff is important for understanding your ongoing obligations but shouldn't complicate the actual filing process.

As someone who's been through multiple secured transaction deals, I can't emphasize enough how important it is to get clarity on tender definitions upfront. What helped me was creating a master document that cross-references every use of "tender" in all my transaction documents with the specific UCC section it relates to. For your $2.8M equipment deal, I'd suggest having your attorney prepare a tender obligations summary that covers: when tender is required, what form it must take (cash, wire, certified funds), any notice requirements, and cure periods if applicable. The UCC-1 filing itself is straightforward - just focus on accurate debtor information and detailed equipment descriptions. But understanding your tender obligations could save you from costly mistakes down the road, especially if you ever need to cure a default or exercise any rights under the security agreement.