Securities

Article ___ of the UCC applies to _______________, not ______________

1. 9 2. any transaction intended to create a security interest in personal property or fixtures 3. real property

UCC ______(___)(___) is usually satisfied by ___________ Authentication requires _______

1. 9-203(b)(3) 2. authentication of security agreement or when the secured party takes possession or control of the collateral from the debtor 3. debtor to authenticate the security interest by providing secured party with a reasonable description of the collateral in writing

___________ clauses may be included in ______ and are generally __________, allowing the ________ to be ____________ (Note: does not apply to __________)

1. After-Acquired property 2. security agreements 3. enforceable 4. after-acquired property 5. secured in favor of the secured party 6. consumer goods unless debtor acquires rights in them within ten days after secured party gives value

Three main parties to an Article 9 transaction

1. Secure Party 2. Debtor 3. Obligor

Exception to surplus/deficiency --__________ involves: _______

1. Underlying transaction 2. sale of accounts 3. chattel paper 4. payment intangibles 5. promissory notes

Purchase money security interest: 1. ____________ 2._________

1. a security interest held by the seller of collateral to secure payment of all or part of the price, or 2. a security interest of a person that gives value to a debtor so that the debtor may acquired rights in or the use of collateral

A security interest _________ to _____________ when it _______________, unless _______________

1. attaches 2. collateral 3. becomes enforceable against the debtor with respect to the collateral 4. agreement expressly postpones the time of attachment

Once security interest ________, it is ___________. ________ only ____ the secured party's rights to ___________. If security interest does not _____________, it cannot be ___________

1. attaches 2. enforceable 3. perfection of the interest 4. enhances 5. the property serving as collateral 6. attach 7. perfected

Upon default, a secured party may ____________. Some case law suggests ___________

1. attempt to take possession of collateral without judicial process so long as they do not commit a breach of the peace 2. any opposition to entry or seizure, however slight, results in a breach of the peace

1. Jurisdictional approaches to right of a creditor to recover any deficiency in a _______ transaction after violating _________: __________ 2. For ______, Article 9 expressly applies __________

1. consumer goods 2. article 9 3. deny secured creditor any deficiency if they violate Article 9 4. Presume proceeds from the disposition

If collateral involved is ________, amount of minimum statutory damages must be at least ________________

1. consumer goods 2. the credit loan interest amount + 10% of loan's principal amount

A buyer of ________ take goods free of security interest even if _______ if the buyer buys: ____________

1. consumer goodsperfected 2. without knowledge of the security interest 3. for value 4. primarily for buyer's personal, family, or household purposes AND 5. before the filing of financing statement covering the goods

Generally, a ________ or _________ has right to redeem collateral until ___________________. To redeem collateral, ________ must: _____________ and _________

1. debtor 2. any secondary obligor 3. secured party has disposed of it or entered into contract for its disposition 4. debtor 5. fulfill all obligations secured by collateral 6. pay reasonable expenses and attorney's fees

Upon default, a secured party may _________ so long as it is _____________. Article 9 requires secured party send ________ of ____________ to ________ in ________

1. dispose of collateral in its possession by way of sale 2. commercials reasonably as to method, manner, time, place, and terms 3. reasonable notification 4. the time and place of any public sale 5. the debtor and any secondary obligor 6. a timely manner such that debtor and any secondary obligor have sufficient time to protect their interests

What are the three different general methods in which a security interest may be perfected

1. filing 2. taking possession 3. automatic perfection

Filing of a ___________ with the state is primary method of __________ Filing must be ____________ ________ will not invalidate unless ___________. Filing must contain: __________________-

1. financing statement or the security agreement 2. perfection 3. filed by an authorized party 4. minor errors 5. seriously misleading 6. debtor's name 7. secured party's name 8. adequate description of collateral 9. filing fee

Generally, purchase money security interests ______________ if ______________

1. have priority over prior perfected security interests 2. PMSI is properly executed

____________ possess virtually the same ________ as _______________ Accordingly, if a party _________________, _________ will ____________. This ________ also extends to _________ ___________ secured: _____________

1. lien creditors 2. status 3. perfected secured creditors 4. becomes a lien creditor before a secured party files or perfects 5. the lien creditor 6. enjoy priority over that party 7. priority 8. future 9. advances 10. before the lien arose 11. within 45 days of the lien 12. without knowledge of the lien

Between multiple ___________, the first to _________ obtains __________

1. perfected creditors 2. file 3. priority

A ________ has priority over __________ in the same __________ even if ________________

1. perfected security interest 2. a conflicting unperfected security interest 3. collateral 4. unperfected interest is a purchase-money security interest in inventory

Generally, knowledge of ________ will not ____________

1. prior unperfected interest 2. prevent a potential secured party from filing first to obtain priority

A _______________ in ___________ has priority over a conflicting security interest in the same collateral if ___________

1. purchase money security interest 2. inventory collateral 3. the pmsi is perfected

A __________ in ________ has priority over ____________ if ______________ or _______________

1. purchase money security interest 2. non-inventory collateral 3. a conflicting security interest in the same collateral 4. pmsi is perfected at the time the debtor receives possession of the collateral 5. within 20 days thereafter

Following security interests are perfect automatically when they attach: ___________________

1. purchase-money security interest in consumer goods and 2. an assignment of accounts which does not by itself or in conjunction with other assignment to same assignee transfer significant part of the assignor's outstanding accounts

When creditor makes non-complying disposition of collateral under Article 9, debtor can

1. recover actual damages 2. recover statutory damages, or 3. be subject to judicially mandated disposition of the collateral

1. Upon default, ________ has right to collect directly from ___________ 2. to exercise this right, ________ must send ________ an _________ informing ____________ that _________ and that _________ 3. Upon receipt of ______, _________ may discharge it payment obligation ___________

1. secured party 2. account debtor 3. secured party 4. account debtor 5. authenticated notification 6. account debtor 7. the amount due has been assigned 8. payment is to be made to assignee 9. proper notification 10. account debtor 11. only to secured party

Unless otherwise agreed, a _______ may ______ at a _______ sale only if ___________ or _______

1. secured party 2. purchase the collateral 3. public or private 4. collateral is of kind customarily sold on a recognized market 5. collateral is subject of widely distributed standard price quotations

Valid attachment requires

1. secured party extends value to the debtor (almost any consideration will suffice) 2. debtor has rights in the collateral or the power to transfer rights in the collateral to a secured party 3. UCC § 9-203(b)(3) condition is met

If collateral is not _________ or cannot otherwise _________, the first to ________ obtains _____________

1. subject to state filing system 2. be filed 3. perfect 4. priority

Collateral refers to ____________ and it extends to ____________

1. the property in which a security interest is created 2. identifiable proceeds from the property that serves as collateral

If sale brings in less than ________, ____________

1. underlying obligation 2. obligor is liable for any deficiency

If sale brings in more than ________, _________ must ____________

1. underlying obligation 2. secured party 3. pay debtor for any surplus

Goods

All things that are movable when a security interest attaches

Security interest in a debtor's accounts covers

Any right to payment of a monetary obligation, whether or not earned by performance, for property that has been or is to be sold

Inventory

Goods that are kept by a person for sale or lease (does not include goods being held for repair)

Equipment

Goods that are not inventory, consumer goods, or farm equipment

Consumer goods

Goods that are used mainly for personal, family, or household purposes

Shelter principle

Protected buyer in the ordinary course of business can sell purchased collateral to a third-party free of secured party's security interest

Generally, in an article 9 transaction, ____________________________

personal property or fixtures secure the payment of a debt or insure performance of a contract obligation with the property serving as collateral

Buyer in the ordinary course of business

a person who buys from a merchant in good faith and in ordinary course, without knowledge that the sale violates a security interest