UCC filing confusion with after acquired property clause - need guidance
I'm dealing with a complicated UCC-1 filing situation and getting conflicting advice from different sources. Our company is securing a revolving credit facility with equipment as collateral, and the lender wants an after acquired property clause included in the UCC filing. The problem is our current filing from 2019 doesn't have this language, and I'm not sure if we need to file a UCC-3 amendment or start fresh with a new UCC-1. The original filing covers "all equipment now owned or hereafter acquired" but the bank's new counsel says that's not specific enough for their after acquired property requirements. Has anyone dealt with similar language issues? I'm worried about creating gaps in perfection if I handle this wrong. The credit facility is supposed to close next month and I don't want to be the reason it gets delayed.
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Angelina Farar
I've seen this exact issue before. The "now owned or hereafter acquired" language you have is actually pretty standard for after acquired property, but some lenders want more specific wording. You'll probably need a UCC-3 amendment to add the precise language they want. Don't file a new UCC-1 unless absolutely necessary because you'll lose your original priority date.
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Sebastián Stevens
•Agree on keeping the original priority date. What specific language is the bank asking for? Sometimes they want "all equipment of debtor, whether now owned or hereafter acquired" instead of the simpler version.
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Jessica Nolan
•The bank wants "all equipment, machinery, fixtures, and personal property of every kind and description, now owned or hereafter acquired by debtor." Much more detailed than our current filing.
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Bethany Groves
Wait, are you sure you need to amend? I thought "all equipment now owned or hereafter acquired" already covers after acquired property. Maybe get a second opinion before filing anything. UCC-3 amendments can sometimes create more problems than they solve if the wording isn't perfect.
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Angelina Farar
•The legal effect might be the same, but if the lender's counsel specifically requires different language for their loan documents, you have to give them what they want. It's about satisfying their internal requirements, not just legal sufficiency.
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KingKongZilla
•This is so frustrating. Why can't there be standardized language for this stuff? Every bank seems to want their own special wording.
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Rebecca Johnston
I had a similar nightmare with after acquired property clauses last year. Spent weeks going back and forth with the lender's counsel about the exact wording. Finally used Certana.ai to cross-check all the documents and make sure everything aligned properly. Their UCC document verification caught some inconsistencies between our security agreement and the proposed UCC filing that would have caused problems later. You just upload the PDFs and it instantly compares all the language.
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Jessica Nolan
•That sounds really helpful. Did it actually catch issues that you missed manually reviewing everything?
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Rebecca Johnston
•Yes, definitely. The debtor name had slight variations between documents that I didn't notice, and the collateral descriptions weren't perfectly consistent. Would have been a mess if we'd filed without catching those.
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Nathan Dell
•How does that tool work exactly? Do you have to input everything manually or does it scan the documents automatically?
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Maya Jackson
File the UCC-3 amendment but make sure you're adding to the collateral description, not replacing it entirely. I've seen people accidentally narrow their collateral coverage when trying to expand it. The amendment should say "ADD" and then include the new language in addition to what's already there.
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Tristan Carpenter
•Good point about the ADD instruction. I've made that mistake before - used CHANGE instead of ADD and ended up with less coverage than before.
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Jessica Nolan
•So I should keep the existing language and just add the more detailed description? That makes sense to avoid any gaps.
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Maya Jackson
•Exactly. Better to have overlapping coverage than risk missing something. The filing office doesn't care about redundancy as long as it's clear.
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Amaya Watson
Check your state's UCC filing guide first. Some states have specific requirements for after acquired property language that might be different from what the bank is asking for. You want to make sure you satisfy both the lender and the filing office requirements.
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Grant Vikers
•This is why I hate UCC filings. Too many variables and everyone has different opinions about what's required.
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Giovanni Martello
•The filing office usually accepts pretty much any reasonable collateral description as long as it's clear. It's the lenders who get picky about specific wording.
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Savannah Weiner
I'm dealing with something similar right now. Our existing UCC-1 says "all inventory and equipment" but the new lender wants "all inventory, equipment, accounts, chattel paper, instruments, documents, deposit accounts, commercial tort claims, and general intangibles." Way more comprehensive than what we have.
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Levi Parker
•That's a completely different scope of collateral, not just after acquired property language. You might need to think about whether you want to grant security interests in all those additional asset types.
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Savannah Weiner
•The credit agreement already covers all of it, so the UCC filing should match. Just nervous about making such a broad amendment.
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Libby Hassan
•If it's already in your credit agreement, the UCC filing should definitely match. Inconsistencies between the two documents cause problems later.
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Hunter Hampton
Whatever you do, don't let this delay your closing. File the UCC-3 amendment now and worry about perfecting the language later if needed. Most lenders will accept reasonable collateral descriptions to get the deal done, then clean up any issues post-closing.
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Jessica Nolan
•That's kind of what I'm thinking. Get something filed that satisfies their basic requirements and then amend again if they want changes.
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Sofia Peña
•Just make sure you coordinate with the lender's counsel so they know what you're filing. Don't surprise them with different language than what they requested.
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Aaron Boston
I've been using Certana.ai for all my UCC document reviews lately. Really helps catch the small details that can cause big problems. You upload your security agreement and proposed UCC filing and it flags any inconsistencies in debtor names, collateral descriptions, everything. Saved me from several filing mistakes.
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Sophia Carter
•Is that an automated tool or do real people review the documents?
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Aaron Boston
•It's automated but really thorough. Checks all the technical details that are easy to miss when you're reviewing manually.
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Chloe Zhang
Make sure your UCC-3 amendment includes the exact debtor name from the original filing. Even small variations can cause the amendment to be rejected or not properly link to the original filing.
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Jessica Nolan
•Good reminder. I'll double-check that the debtor name matches exactly.
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Brandon Parker
•Also verify the original filing number is correct on the amendment. Seems obvious but I've seen people transpose numbers and have their amendments rejected.
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Adriana Cohn
Update: I ended up filing the UCC-3 amendment with the expanded after acquired property language the bank wanted. Used one of those document checking tools someone mentioned to make sure everything was consistent between the security agreement and UCC filing. Found a couple small issues that would have caused problems. Amendment was accepted and the closing went smoothly. Thanks for all the advice.
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Jace Caspullo
•Glad it worked out! Which document checking tool did you use?
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Adriana Cohn
•Certana.ai - really easy to use, just upload the PDFs and it does the comparison automatically. Definitely worth it for complex filings.
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Melody Miles
•Great to hear a success story. These UCC issues always seem more complicated than they need to be.
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Kaiya Rivera
Thanks for sharing your experience, Adriana! This is exactly the kind of real-world outcome that helps when dealing with similar situations. I'm curious - when you say the document checking tool found "a couple small issues," were these things like minor spelling variations in the debtor name or more substantive problems with the collateral descriptions? I'm always trying to learn what specific details to watch out for in these filings.
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