UCC Document Community

I've been following this discussion and wanted to add one more potential issue - make sure your loan servicing department didn't just file an amendment instead of a termination. I've seen cases where UCC-3 amendments get confused with terminations, and amendments won't fully release the lien even if they remove specific collateral. The form should clearly indicate "TERMINATION" if that's what was intended. Also, if you're getting a certified search from Texas SOS as Monique suggested, request it for both the original UCC-1 file number AND a debtor name search to catch any potential filing inconsistencies.

Given the tight timeline with the buyer's financing deadline next week, I'd recommend a multi-pronged approach. First, immediately request copies of both your original UCC-1 and the filed UCC-3 from your loan servicing department - get the actual filed documents, not just internal notes. Second, while waiting for those documents, run a quick debtor name search on the Texas SOS UCC database using variations of your original debtor's name (with and without Inc./LLC, middle initials, etc.) to see what's currently showing as active. Third, if you can access those UCC documents quickly, consider using one of the automated verification tools mentioned earlier to spot any inconsistencies before they become bigger problems. The combination of human review plus automated checking should catch most common filing errors that cause terminations to not properly link to original liens.

One more thought - if this is part of a larger refinancing, make sure the subordination language doesn't conflict with any other loan documents. Sometimes the credit agreement or security agreement has specific requirements for how subordinations need to be structured.

Thanks everyone for the detailed guidance - this is exactly what I needed! Based on all your input, I'm going to structure the subordination language something like: "Secured Party hereby subordinates its security interest in all equipment of Debtor (but not inventory or other collateral) described in UCC financing statement filed [date] under file number [original filing number] to the security interest of [New Secured Party Name] in the same equipment collateral as evidenced by financing statement to be filed." I'll also make sure to get the state-specific formatting requirements and coordinate timing with the new lender's UCC-1 filing. Really appreciate the community knowledge sharing here!

Final thought - make sure your security agreement includes provisions for maintaining the trademark registrations. If the debtor lets the trademarks lapse or doesn't pay renewal fees, your collateral could become worthless. Consider including language that allows the lender to step in and pay maintenance fees if the debtor defaults. Also think about whether you want the right to control trademark licensing or enforcement actions to protect the value of your collateral.

This thread has been incredibly helpful - I'm dealing with a similar situation but with international trademarks in the mix. For the original poster, one additional consideration: if any of your trademarks have foreign counterpart registrations, you might want to include language in your security agreement covering those international rights as well. Even though you can't perfect against foreign trademarks through US filings, having them in your collateral description can help if the debtor tries to transfer or license those rights. Also, make sure your collateral description is broad enough to capture any trademark renewals or extensions that happen during the loan term - you don't want gaps in coverage if the debtor renews a trademark under a slightly different registration number.

Based on everything discussed here, it sounds like your lease-purchase arrangement probably does meet the UCC definition of chattel paper. Document shows monetary obligation (lease payments), document grants/reserves security interest in specific goods (the equipment), and both elements are in the same agreement. I'd go with the 'all chattel paper and all goods described therein' collateral description approach that others mentioned.

I've been following this discussion and wanted to share my experience with a similar situation. I had a client with heavy machinery leases that included purchase options, and we went through the same analysis of whether it qualified as chattel paper under the UCC definition. What really helped was creating a checklist: (1) Does the document evidence a monetary obligation? (2) Does it evidence a security interest in specific goods? (3) Are both elements present in the same record or set of related records? In our case, the lease agreement clearly showed monthly payments AND explicitly stated that the lessor retained a security interest in the equipment until the purchase option was exercised. That checked all the boxes for chattel paper. We used the "all chattel paper and all goods described therein" collateral description and had no issues with perfection. The key insight for me was that retention of title alone isn't enough - there needs to be an actual security interest component documented for it to qualify as chattel paper under the UCC definition.

The bottom line is that 9-105 compliance for electronic assets requires both technical controls and legal documentation. You can't just rely on your IT department to handle this - it needs to be a coordinated effort between legal, compliance, and technical teams. Most of the compliance failures I've seen happen because one group assumes the other group has it covered.

This is such a timely discussion - we're facing similar challenges with our digital asset financing practice. One thing that's helped us is creating a compliance checklist specifically for 9-105 electronic document requirements that gets reviewed by both our legal and IT teams before implementing any new storage system. The checklist covers technical requirements like immutable storage, audit trails, and access controls, plus documentation requirements like written procedures and regular compliance testing. We also require quarterly reviews to ensure our systems continue to meet the reliability standard as technology evolves. It's been crucial for getting everyone on the same page about what "authoritative copy" actually means in practice.