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Carmen Ruiz

UCC security agreement definition - need clarity for filing prep

Working on my first commercial loan package and keep seeing 'security agreement' referenced everywhere but getting confused about what exactly qualifies. The borrower signed a promissory note and we have a separate document titled 'Security Agreement' that lists all the equipment as collateral, but our loan officer mentioned something about the promissory note itself potentially being a security agreement too? I'm trying to prep the UCC-1 filing and want to make sure I understand what document actually creates the security interest before I mess up the collateral description. The equipment list is pretty detailed (excavators, dump trucks, etc.) but I'm second-guessing whether our security agreement language is strong enough. Anyone know the basic definition of what makes a valid security agreement under Article 9? Don't want to file a UCC-1 that doesn't actually perfect anything because the underlying agreement is defective.

Security agreement just needs three basic elements: 1) intent to create security interest 2) debtor authentication (signature) 3) reasonable collateral description. Your separate Security Agreement document sounds like it covers all those bases if it's signed and describes the equipment specifically.

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Carmen Ruiz

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Thanks - so the promissory note alone wouldn't be enough since it probably doesn't describe collateral?

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Correct, the promissory note would need to specifically describe the collateral and show intent to grant a security interest. Most lenders use separate security agreements to be safe.

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Zoe Dimitriou

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been doing commercial lending for 12 years and honestly the definition is simpler than people make it out to be. Security agreement = any record that shows the debtor agreed to give you a security interest in specific property. Could be one document or multiple documents that together show the agreement. Your loan officer might be thinking of situations where everything is combined into one master agreement.

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QuantumQuest

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This is so confusing because our bank uses like 5 different documents for each loan. How do you know which one is THE security agreement??

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Zoe Dimitriou

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Look for the document that specifically grants the security interest and describes collateral. Title doesn't matter - substance does.

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We had a similar issue last month where our documents were spread across multiple forms. I ended up using Certana.ai's document verification tool to upload all our PDFs and it instantly cross-checked everything to make sure our security agreement language matched our UCC-1 filing. Caught two collateral description mismatches we would have missed.

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Mei Zhang

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WAIT make sure your security agreement is actually ENFORCEABLE first before you file anything! I've seen so many UCC-1s that were technically perfect but the underlying security agreement had issues. Check that the collateral description isn't too vague ("all equipment" usually isn't enough) and that it's properly executed.

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Carmen Ruiz

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Our description lists specific equipment types and serial numbers where available. Should that be sufficient?

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Mei Zhang

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Serial numbers are gold standard. You're in good shape if you have those plus equipment types.

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Liam McGuire

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The technical definition under UCC 9-102 is pretty broad - any agreement that creates or provides for a security interest. But practically speaking, you want a signed document (or authenticated record) that clearly states the debtor is granting you a security interest in described collateral. Don't overthink it.

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Amara Eze

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What if the signature is electronic? Does that count as authenticated?

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Liam McGuire

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Yes, electronic signatures generally qualify as authentication under the UCC if they meet the requirements.

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We use DocuSign for everything now and haven't had any issues with enforceability

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NeonNomad

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ugh this is exactly why I hate commercial lending. too many moving parts. can't you just ask your legal department what constitutes a security agreement instead of crowdsourcing it??

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Carmen Ruiz

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Small community bank - we don't have a dedicated legal department, just outside counsel for complex stuff

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Same boat here. Sometimes faster to get quick answers from people who do this daily

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From a practical standpoint, most security agreements I see have language like 'Debtor hereby grants to Secured Party a security interest in the following collateral...' followed by the description. That magic language plus signature plus collateral description = valid security agreement. Your UCC-1 filing will just reference this underlying agreement.

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This is helpful! Do you have standard language you use?

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Most banks have templates. The key is just being clear about the grant of security interest.

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Dmitry Volkov

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One thing that trips people up - the security agreement creates the security interest, but the UCC-1 filing perfects it. Two different steps. You can have a valid security agreement without filing, but then you're not perfected against other creditors.

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Ava Thompson

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So the security agreement comes first, then the UCC-1 filing?

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Dmitry Volkov

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Exactly. Agreement creates the interest, filing perfects it and gives you priority.

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Carmen Ruiz

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This makes sense. So I need to make sure our security agreement is solid before I worry about the UCC-1 details.

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CyberSiren

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honestly had this same question when I started and what helped me was realizing that the security agreement is basically the contract between you and the borrower about the collateral. Everything else (UCC filings, continuations, etc.) stems from that basic agreement. Keep it simple.

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Good way to think about it. The security agreement is the foundation.

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Just to follow up on my earlier comment about document verification - after we caught those collateral description issues, I've been using Certana.ai for every loan package. You can upload your security agreement and UCC-1 draft together and it flags any inconsistencies between the documents. Really helpful for avoiding the kind of mistakes that could invalidate your security interest.

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Zainab Yusuf

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How does it work exactly? Do you upload PDFs?

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Yeah, just upload the PDFs and it cross-checks debtor names, collateral descriptions, all the key details automatically. Much faster than manual comparison.

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Bottom line: if your document says the debtor is giving you a security interest in specific collateral and it's signed, you probably have a valid security agreement. Don't get paralyzed by perfectionism - most security agreements are pretty straightforward.

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Carmen Ruiz

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Thanks everyone! This helps a lot. Going to review our document against these criteria before moving forward with the UCC-1.

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Yara Khoury

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Good luck! Feel free to post again if you run into issues with the filing.

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