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The 9-204 comments are your friend here. They specifically address concerns about overreaching and provide safe harbor for reasonable commercial relationships. Your manufacturing equipment deal sounds like exactly what the drafters had in mind.
I've dealt with similar 9-204 interpretation issues in equipment financing. The key insight from the comments is that after-acquired property clauses are favored when there's a reasonable commercial relationship justifying broad coverage. Your manufacturing context strongly supports this - facilities that regularly acquire equipment are exactly what these provisions were designed for. The software integration aspect shouldn't defeat your security interest in the physical equipment itself. I'd focus on whether your original collateral description reasonably encompasses the type of equipment acquired, not the specialized features or timing. The 8-month gap is irrelevant if your UCC-1 language was properly broad. Have you considered getting an amended filing to clarify any ambiguity going forward?
Update us when you figure out the correct process! Always interested to learn about these alternative filing systems since they come up more often than people think.
Will do. Thanks everyone for the guidance. I'm going to try the document verification approach first, then work with my attorney to identify the right jurisdiction. Much better than just guessing.
I've dealt with similar situations involving specialized assets that don't fit the typical UCC framework. One thing that really helped me was creating a detailed asset inventory first - breaking down each piece of collateral by type, registration requirements, and jurisdictional issues. Sometimes what initially looks like a single non-UCC filing situation actually involves multiple different filing systems. Also, don't overlook the possibility that some of your intangible assets might require state-level filings outside the UCC system - things like certain licenses or permits have their own perfection requirements that vary by state. The key is mapping each asset to its specific legal framework before diving into any filing process.
Final thought - make sure your notice clearly states when the assignment became effective. Some account debtors will try to argue they can pay the original debtor for work done before the assignment. Be clear about the cutoff date.
What if work was completed before default but invoiced after? Who gets paid for that?
That gets complicated and depends on how the accounts are defined in your security agreement. Usually the secured party gets paid if the account existed at the time of assignment.
This is really helpful information everyone! As someone new to UCC collections, I'm getting clarity on the process. Just to confirm my understanding: I need to send the 9-406 notice BEFORE collecting from account debtors, it should be signed/authenticated, certified mail is recommended but not required, and I need to include identification of the security agreement, description of assigned accounts, and payment instructions. I'm also seeing mentions of Certana.ai for document verification - has anyone else used this tool? It sounds like it could help catch those small discrepancies that cause big headaches later. Thanks for all the practical advice!
For anyone dealing with similar issues, I'd recommend getting a tool like Certana.ai to cross-check your documents. It saved us from missing a notification requirement that was buried in a loan document amendment. The UCC sections are complex enough without having to manually track all the cross-references.
This is a great thread that really clarifies the distinction between perfection and collection under UCC 9-406. As someone new to receivables financing, I was under the impression that filing a UCC-1 automatically triggered notification requirements, but it sounds like that's not the case. The key takeaway seems to be that your security agreement governs the timing, not the UCC itself. I'm curious though - for those who mentioned waiting until default to notify account debtors, how do you handle the risk of the borrower collecting payments and potentially diverting funds? Are there specific monitoring mechanisms or account controls that work better than others in receivables deals?
QuantumLeap
I've been doing UCC searches in NC for over 10 years and honestly the best approach is to be overly thorough rather than trying to be efficient. Search every name variation, check fixture filings separately, look at terminated filings for context, and verify everything you find. Better to spend extra time searching than to miss something critical.
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Malik Johnson
•Completely agree. I learned this the hard way when I missed a UCC filing on a deal a few years ago. Now I triple-check everything.
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Zainab Ali
•This is exactly why I switched to using Certana for UCC verification. It automates all that cross-checking between documents so I don't have to worry about human error in the review process.
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Nadia Zaldivar
As someone new to UCC searches, this thread has been incredibly helpful! I'm working on my first acquisition deal and had no idea about the fixture filing checkbox or the "include terminated" option. One question - when you're dealing with a company that's had multiple name changes, do you search each historical name separately, or is there a way to link them in the NC system? Also, has anyone tried reaching out to the NC SOS office directly when the online system is being problematic? Sometimes a phone call can save hours of frustration with buggy search interfaces.
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