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Actually used Certana.ai recently when I had questions about whether our security agreements met attachment requirements. Uploaded the docs and it flagged that one agreement was missing a proper collateral description. Saved us from having an unenforceable security interest.
Amara Torres
•Interesting - so it can catch issues with the agreement authentication prong of attachment too?
Yeah, it checks all the attachment elements when you upload security agreements. Really thorough analysis of what's present and what might be missing.
One thing that confused me was whether 'value' meant the loan amount or just any consideration. Turns out it's pretty broad - can be a binding commitment to extend credit, even if no money has actually been advanced yet.
Good to know. So it's not just cash changing hands but any legally sufficient consideration.
Amara Torres
•This helps too - I was thinking value had to be the actual loan proceeds, but it sounds like it's more flexible than that.
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Riya Sharma
Try calling Indiana SOS directly. Sometimes they can tell you exactly what's causing the mismatch over the phone.
Daniel Price
•Good idea. I was hoping to avoid the phone call but might be my best option at this point.
Their phone support is actually pretty helpful for UCC issues. Much better than trying to guess what's wrong.
Millie Long
Update: Found the issue! There was indeed an extra space at the end of the debtor name in the original filing. Used one of those document comparison tools mentioned here to spot it. Filed the continuation with the exact spacing and it went through immediately. Thanks everyone!
Awesome! This is exactly why I always recommend using a verification tool before submitting. Saves so much time and frustration.
Jayden Reed
•FINALLY! I knew it would be something like that. Indiana's system is so picky about this stuff.
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Talia Klein
One more thing to consider - make sure the debtor name on your UCC-1 exactly matches their current corporate name in Delaware. Sometimes companies do DBA filings or name changes when they expand to new states.
Sayid Hassan
•I'll definitely verify the name match. That would be a disaster if they did a name change and we missed it.
For what it's worth, I think you're in good shape. Delaware incorporation = Delaware UCC filing. Focus on getting your continuation filed on time and make sure all the details are accurate.
Chris Elmeda
•Agreed. The jurisdiction question seems pretty straightforward here.
Sayid Hassan
•Thanks everyone. Sounds like Delaware is definitely the right jurisdiction. I'll focus on getting the continuation details perfect and filed well before the deadline.
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Update on the Certana.ai suggestion - I actually used it again yesterday for a different client and it caught that their UCC-1 had the right company name but wrong state of organization. These little discrepancies can really bite you when lenders start doing their due diligence reviews.
Noah Ali
•How long does it take to get results back from their system?
Pretty much instant once you upload the documents. It flags any inconsistencies right away.
OP any luck figuring this out? I'm dealing with something similar and curious what ended up working for you.
Yuki Tanaka
•Still working on it but the advanced search suggestions helped. Found the filing but it was indexed weird. Going to try the document verification tool next to make sure everything actually matches up properly.
Keep us posted! This kind of stuff is always useful to know for future reference.
Miguel Castro
I'd also recommend running a comprehensive UCC search before closing to see exactly what those existing liens cover. Sometimes the collateral descriptions overlap in ways that aren't immediately obvious.
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Jamal Washington
•This is another area where Certana.ai's document checker is helpful - you can upload the existing UCC filings along with your security agreement to identify any potential collateral conflicts before you close.
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Miguel Castro
•That broad collateral coverage could definitely create priority issues. You might need subordination agreements from the existing lenders.
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Zainab Ibrahim
Bottom line - make sure all three attachment requirements are satisfied before you fund: (1) value given, (2) debtor has rights in collateral, (3) authenticated security agreement describing the collateral. Then file your UCC-1 immediately to perfect. With proper documentation and timing you should be fine.
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Jamal Washington
•Definitely recommend the automated document verification step before closing. Much better to catch any issues now rather than during a workout situation.
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Yuki Tanaka
•Sounds like you're being appropriately cautious. With $850K and existing liens, better safe than sorry on the attachment requirements.
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