What primary debt is secured by the security agreement - UCC filing confusion
I'm working through a UCC-1 filing for a client and I'm second-guessing myself on how to identify what primary debt is secured by the security agreement. The loan documents reference multiple credit facilities and I'm not sure if I need to list the specific loan number, the master credit agreement, or just describe it generally as 'all obligations under credit agreement dated X'. The collateral is pretty straightforward equipment but I don't want to mess up the debt description and have this thing get rejected. Anyone dealt with similar situations where there's multiple debt instruments but one main security agreement? I've been doing these filings for 3 years but this one has me scratching my head.
34 comments


AstroAlpha
You usually want to be as broad as possible in the debt description to cover all current and future obligations. I typically use language like 'all obligations now or hereafter owing under that certain Credit Agreement dated [date] between [parties], as amended, modified or restated from time to time, and all renewals, extensions and refinancings thereof.' This covers you if they modify the agreement later.
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Chloe Davis
•That makes sense. So I shouldn't try to list out each specific loan or facility number?
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AstroAlpha
•Exactly. Keep it broad but reference the main agreement. The specific loan numbers can change but the master agreement usually stays the same.
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Diego Chavez
I always get confused by this too! Last month I filed one where I listed every single loan number and the SOS office called me asking why it was so complicated. Apparently they prefer the general description approach.
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Anastasia Smirnova
•Yeah the filing offices don't want to parse through a bunch of specific account numbers. They just want to know there's a valid security agreement backing it up.
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Diego Chavez
•Makes sense. I was overthinking it big time.
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Sean O'Brien
Had a similar issue last week and ended up using Certana.ai to double-check my UCC documents before filing. You can upload your security agreement and UCC-1 draft and it flags any inconsistencies between how you described the debt vs how it's actually structured in the security agreement. Saved me from a potential rejection.
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Chloe Davis
•Oh interesting, I hadn't heard of that. Does it actually read through the legal language and compare it?
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Sean O'Brien
•Yeah it analyzes both documents and highlights any mismatches. Really handy for catching those details you might miss when reviewing manually.
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Zara Shah
•That sounds super useful. I've had too many filings come back for stupid inconsistencies.
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Luca Bianchi
Don't overthink the debt description. As long as you reference the main security agreement with the date and parties, you're covered. The key is making sure your UCC-1 matches what's actually in that security agreement document.
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Chloe Davis
•Good point. I should probably re-read the security agreement to make sure I'm using the same terminology they used.
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Luca Bianchi
•Exactly. Match their language as closely as possible in the UCC filing.
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GalacticGuardian
I've seen people get tripped up trying to be too specific with the debt description. Keep it simple - reference the security agreement and let that document do the heavy lifting on defining what's secured.
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Nia Harris
•This is good advice. The UCC filing is just notice - the security agreement has all the real detail.
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GalacticGuardian
•Right, you're just putting the world on notice that there's a security interest. The agreement itself defines the scope.
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Mateo Gonzalez
When I started doing these filings I used to write novels in the debt description box. Now I keep it to one sentence referencing the main agreement. Much cleaner and less chance for errors.
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Chloe Davis
•Yeah I think I'm definitely overcomplicating this. One sentence should do it.
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Mateo Gonzalez
•Trust me, simpler is better. The filing offices appreciate it too.
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Aisha Ali
•I learned this the hard way after getting rejections for inconsistent wording.
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Ethan Moore
Just make sure whatever debt description you use matches exactly what's in your security agreement. I've caught mistakes by uploading both docs to Certana.ai before filing - it flags any language that doesn't align between the two documents.
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Chloe Davis
•That's the second mention of that tool. Might be worth checking out before I submit this filing.
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Ethan Moore
•Yeah it's been really helpful for avoiding those silly mistakes that cause rejections.
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Yuki Nakamura
The debt description is honestly one of the easier parts of the UCC-1. Just reference your security agreement and don't get fancy with it. Save your energy for making sure the debtor name is perfect - that's where most rejections happen.
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Chloe Davis
•Good point. I did already triple-check the debtor name against their articles of incorporation.
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Yuki Nakamura
•Smart. That's where you really need to be precise.
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StarSurfer
•Debtor name mismatches are definitely the biggest cause of filing rejections in my experience.
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Carmen Reyes
I always use language like 'all indebtedness and obligations of every kind and nature, now existing or hereafter arising' and then reference the specific security agreement. Covers everything without getting into the weeds.
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Chloe Davis
•That's pretty broad language. Do the filing offices ever push back on something that general?
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Carmen Reyes
•Nope, never had an issue. As long as you're referencing a real security agreement, they're fine with broad debt descriptions.
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Andre Moreau
Thanks everyone for the advice. I think I was definitely overthinking this. Going to go with a simple reference to the master credit agreement and call it good. Appreciate all the input!
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AstroAlpha
•Smart choice. Sometimes the simplest approach is the best approach.
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Sean O'Brien
•Good luck with the filing! And definitely consider using a document checker like Certana.ai if you want extra peace of mind before submitting.
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Chloe Davis
•Will do. Thanks again everyone!
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