A. Basic Building Blocks: Attachment, Perfections, and Priority; B. Drafting the Security Agreement

• Does Article 9 apply to the transaction?
• What does a security agreement require?
• When does an oral security agreement work?
• How specific does the collateral description have to be?
• When does the secured party get automatic perfection?
• How do you “possess” collateral?
• What happens to perfection if something changes about the debtor post-closing?
• What is a “superpriority rule,” and how does it work?

B. Drafting the Security Agreement

• Crafting the collateral description and secured obligations
• Dealing with non-assignable collateral and tort claims
• Confirming or ratifying authorization for the filing of financing statements
• Maintaining priority and perfection - necessary steps
• Establishing standards for collateral disposition and collection on enforcement
• Addressing non-Article 9 collateral
• Including other provisions common in practice

• UCC Article 9: Basic Building Blocks
  Steven O. Weise
• Sample Form of UCC Article 9 Security Agreement and Perfection Certificate (All Personal Property Assets)
  Edwin E. Smith
• Drafting the Security Agreement (PowerPoint Slides)
  Edwin E. Smith