UCC Article 9 Search Basics and Best Practices for Legal Professionals

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Annie: Hello, everyone, and welcome to today's webinar, "UCC Article 9 Search Basics and Best Practices for Legal Professionals." My name is Annie Triboletti. I will be your moderator kicking things off today.

Joining us today are Julie Dallmann and Helena Ledic. Julie is a director of product management, and Helena is the Associate General Counsel for CSC. So with that, I would like to welcome Julie and Helena.

Helena: Hi, everyone. This is Helena speaking.

Julie: Thank you, Annie, for the introduction. This is Julie Dallmann. And thank you all for joining our webinar today. We hope you find it useful.

I'm going to begin our discussion with a high-level overview of the depth and breadth of services CSC supports across the corporate and legal life cycle. CSC, at its core, is a global provider of business, legal, and financial services. And we partner with a significant number of Fortune 500 companies, leading law firms, and private equity firms.

We like to say that we're the business behind business. We operate as a behind-the-scenes partner, supporting complex transactions and compliance needs so that you can focus on your core businesses. We really see ourselves truly as an extension of your team, dedicated to making your job easier.

You'll see here on the screen an overview of our solutions. First, we provide business administration and compliance services, including supporting clients with entity formation, incorporation, acting as registered agent, annual report prep and filing, and ongoing compliance obligations. Really anything related to keeping an entity properly formed, maintained, and in good standing globally.

Second, CSC assists with transaction and lending support. This is the area we're going to be focusing on today. It's a major focus for probably several of you, many of our law firm and financial clients. This includes due diligence searches, UCC filings. And actually, if you're interested, we have another webinar coming up regarding UCC filings that will feature a demo of our filing platform, Lien Perfect. So be sure to check that out. We assist with foreign qualifications, critical transaction support, like mergers and acquisitions. Essentially, we help ensure that deals are executed accurately and efficiently.

Third, fund solutions and capital markets. We support private equity, credit, and fund clients with administration services, accounting support, regulatory reporting, escrow and trustee services.

And lastly, domain security and brand protection, which is becoming a key risk area for several of our clients, which focuses on protecting digital assets and brand integrity.

As you can see, CSC is not a single service provider. We really support the full life cycle of entities, transactions, and capital structures, and we do this globally. This slide gives you a visual representation of CSC's global footprint. And as you can see, we have people and operations supporting clients literally around the world, including offices in all major markets in the U.S., California, Florida, Texas, New York, and abroad, in the UK, the Netherlands, Luxembourg, Hong Kong, Singapore, China, India. I could go on. We truly are wherever you need us.

So why are we here today? We're here to discuss UCC searches. But before we jump into the agenda, I thought it would be beneficial to provide a high-level overview of what is a UCC in case there are any joining us today who are maybe perhaps less familiar with this subject area.

A UCC filing refers to a public record, filed under UCC Article 9, that gives notice a creditor has a security interest in a debtor's personal property. What does that mean? Well, in simpler terms, it's how a lender stakes its claim on collateral tied to a loan, very similar to a mortgage. And why it matters is that it puts the public on notice that the lender has an interest in the debtor's assets. It helps determine priority if multiple creditors are involved. And it's really critical in scenarios like bankruptcy or defaults.

So today we're going to talk about UCC searches. And Helena Ledic joins us, and she is going to speak to some basic concepts. She's going to talk about some search basics and best practices. I will highlight some additional resources and how CSC can assist you in what can be a very nuanced and potentially overwhelming area. And we'll round things out with some questions and answers.

Helena: Thanks so much, Julie.

Julie: Helena, would you like to speak to our essential concepts?

Helena: Ready to go, yes. Okay, thanks so much, Julie, and thank you, Annie, for getting us started off.

So what I want to start off with for everybody is the two essential concepts that we have to have here, and that's perfection and priority. So we could dig way, way deeper into this and have a really, really long webinar. We're going to keep it definitely higher level, but certainly enough for you to take away the key aspects of this.

So perfection protects those third parties that aren't subject to that original security agreement by making sure that they have the interest in their own collateral secured. The most common method of doing that, of course, is by filing a UCC financing statement. And that is what we're going to talk about as we go further in terms of the searching aspects of UCCs.

And the key with the perfection is that to be able to make the security enforceable against the claims of third parties, you've got to file a document in the public record to make the world aware that you have this claim that's out there on this collateral that's listed in the security agreement. The UCC may list what some of the collateral is. But the security agreement really, really is what secures the collateral. It's not that UCC statement or that UCC financing statement.

For priority, priority is the order in which the claims are satisfied. So think about it as the order in which the UCCs are filed is typically going to be the order in which those claims are satisfied, meaning the first one that's filed, first in time, first that's right. And then the second one will fall in line behind the first one and gets whatever is left over. Then there is the third one and so on and so on. As you're going further down the chain, there's probably very little left if there happens to be something like a bankruptcy or a default situation.

My husband likes to use the phrase of something about like the last dog to the dog bowl. Basically, the first dog that's there gets to get the most food. The second dog gets less. The third one gets less, and so on and so forth, until finally there's nothing left that's at the dog bowl. And that's a way to think of this with our UCC Article 9 of being able to have that priority over there, of course making sure that you're perfect, but then having your priority.

So again, that's that concept over there, and this falls in under the UCC § 9-322. There are some exceptions that are out there for things like purchase-money security interests, but we're not going to be getting into those today.

So let's now get to our next slide, and we're going to talk about another essential concept, and that is the fact that the UCC is a notice filing system. So remember, the UCC filing is not anything that's enforceable. It merely states that a security interest is out there. But what you have to do to be able to get more details is you have to go into those original transactional documents.

So let's say that we had an example of somebody was buying a bunch of laptops for an office, and the seller of those laptops, there's going to be that bill of sale that's going to be on there, all of that. The financing probably is going to be on something like that. But that UCC statement, that filing statement is probably not going to have that much detail, and it's certainly not enforceable. The UCC filing statement just gives the notice. And again, the transactional documents behind that financing statement are the enforceable documents.

The other thing that can be really surprising for people is that UCC records provide minimal information. The description of the collateral might only be something like accounts receivable, inventory, or in my example, that I just gave, laptops. They don't provide all the details of the transaction, and that's by design. The idea is that there are certain aspects of a transaction that are private and should remain private between the parties, perhaps the selling price, maybe interest rates, things like that. The UCC just lets you know that certain parties engaged in a transaction where certain items of collateral have been pledged.

So to put it in a different context that so many of us are familiar with is let's talk about a mortgage. And a mortgage, it that gets file, it typically details the real estate, the length of the mortgage, dollar amounts, interest rates, and things like that. That's so much more specific than a UCC filing, a UCC-1.

And if I have you take away only one thing out of today's presentation, and I'm a big believer in making sure people that people get like key, key points, this third point that's on the slide over here is the duty of further inquiry. No matter what you find out in your search results, you have to dig deeper. So I just detailed it. You might see something that only says inventory. Well, shoot, what is that inventory? And that's where you might have to go back to the relevant parties to get those transactional documents to be able to get that information in there. And we'll be seeing a little bit more having to do with that in future slides coming up.

So let's now talk about the filing office. So those UCCs have to get filed in a particular office. And the phrase that is so often used, that everybody understands, is the word "ministerial." So what is important to know is that Article 9, by purpose, by statute, removed the filing office discretion from the filing and searching process. Now we're talking only about searching today. But this also applies to filing. And searching and filing is a machine process.

All the states have got different rules and regulations around it. They take different things into account. But the idea is that there is no clerk or someone that sits in some office that determines if something is perfect or if it has priority. So that can end up being challenging at times because there might be some confusion around that. And that's where, unfortunately, you might find yourself in situations of litigation and things like that.

But remember, any filing that gets submitted, that meets the sufficiency requirements of the UCC is going to be put into the public record, whether or not it meets any type of perfection requirements or anything like that. So keep that in mind. There's nobody that's determining this.

So what are the duties of the filing office? Their job is to index those records for retrieval by the debtor name or the file number. They can only reject filings in very limited circumstances, and those are detailed over there in § 9-516(b). So if you wanted to do a quick search on that, that will give you information about what are the reasons why something can be rejected.

Then, on the flip side of that, we just mentioned rejections for filings, but if you're searching, those same parameters also come into play. The only documents that can be retrieved are those that match the search criteria, the exact search criteria for that standard search logic for that filing office. And this could be very different with the different states. Some states have very exact search logic, including things such as punctuation and spaces. Other states, it's more forgiving. And that's where some of these nuances come into play and why it's so helpful to have a service company, such as CSC, help you out with your UCC searches. So no matter what office that you're looking in, you have to understand what the search logic is. And unless you're doing this nonstop every single day, chances are you don't have the same familiarity as our folks do, because they do work with it nonstop.

And again, if I can reiterate something over here, the filing office has no role in deciding the perfection, the priority, or the effectiveness. All what they're doing is they're taking that document and then they're retrieving the result if something needs to be searched.

So let's now jump into some of the search basics and then the best practices that we have over here. So let's jump into that. So let's talk a little bit about CSC's role, and I think Julie was going to cover this slide for us here.

Julie: Yes. Thank you, Helena. So CSC's role in assisting with UCC searches, CSC and its network of local partners are responsible for searching the public record. We're searching the names or the entities that you provide to us. We don't build the public databases. We're not responsible for any errors, as there sometimes are, on those databases.

But again, we have the expertise in knowing what to search, where to search it, and getting you the results that you need in a timely manner. Many of our searchers, in fact most of our searchers and customer service representatives that work in this space have been employed with CSC and have been in the industry for decades. They are experts. I cannot speak highly enough of them. They are a wealth of information and knowledge. As Helena mentioned, there are a lot of nuances and differences in where you're searching and the requirements and how to best pull the information that you're looking for and that you need from a due diligence perspective. Your customer service representatives at CSC are there to guide you through this process and be that source of knowledge and hold your hand throughout what can be a very complicated process.

Note that CSC does not provide legal guidance. We do get asked legal questions frequently. We'll provide you the best guidance and insights that we can and are able to do so without giving legal advice.

Helena: Julie?

Julie: Yes.

Helena: Julie, can I just jump in on this here as the Associate General Counsel?

Julie: Of course.

Helena: Everyone, please understand that we cannot give legal advice, that legal guidance. We don't have an attorney/client relationship with you. Our customer service professionals, our UCC specialists can tell you, hey, in our experience, this can frequently happen, or these are the rules within a given state. But we can't tell you if there's that priority, the effectiveness, the perfection. So please keep that in mind. So back to you, Julie.

Julie: Thank you. Yes. Also, similarly, CSC does not interpret your search results. Once we send you the results, it's your role to review those results and do whatever you need to do, which could be write an opinion paper, summarize the results. Later, I will show you our enhanced UCC search charts that will assist in your review of the results. But ultimately, to Helena's point, the interpretation of those results is up to you.

Helena, would you like to give us an overview of search basics?

Helena: Sure. So, obviously, Julie and I are not the ones who are doing the UCC searching. But as Julie said, some of our folks that we work with, the UCC specialists at CSC have been doing this for decades. And it's not an exaggeration to say 20, 30 years, or even longer than that. And when we pulled together this presentation over here, we went to our specialists and said, "What are the main things that people need to know?" For the client responsibilities, they worked with us, and they came up with these five points that we wanted to talk about.

So if you're going to be working with us, what we would like you to know is that you have to determine and validate those entity names that need to be searched. You need to make sure that things are spelled correctly. The way to do that is perhaps going back to an entity's charter documents. Maybe you have to look at formation documents, if there have been any amendments. Those are the kinds of things that you want to let us know beforehand, before we begin working.

We've spoken to some of the people, our specialists who have told us that if there's been a bigger deal that's going on, they've literally had hundreds of different entity names that they have to go through to be able to do UCC searches. Obviously, that can take a long time to even pull it together, just to give it to us. But again, we need to have those correct names.

The other thing that I do want to bring up is making sure that for business organizations that we've got the state of incorporation. And then also, if for some reason that something may be international or something like that, with a non-U.S. corporation, a non-U.S. entity, I should say, maybe the principal place of business. So that's something that you've got to be able to know about over here.

Then also, determine what needs to be searched and where. So just to expand on that, you may have to run searches that are a little bit more expansive than what you first thought about, different locations. There might be principal office locations. But if there's a gray area, maybe where property is owned, that's all of your responsibility to determine that, perhaps with legal counsel. Provide us with that information and then go through with it that way.

The other thing is exercise reasonable diligence in investigating the results. I always tell people, when I give presentations such as these, when you get results back from anyone, don't just stick it into the file folder in your email or wherever it's going into. Always double-check it. Open it up and make sure that you're not seeing any glaring discrepancies, that everything looks okay at the surface. If there's anything over there that looks off, reach out to CSC right away. Reach out to our customer service professionals to have them look at it. But make sure that you look at those results really quickly, investigate them. Just make sure that there are no red flags with anything that you're looking at.

And certainly, for our customers, they want to know about things like cost. And so searches can get really expensive when you're running lots of different entities and you're having to look in different jurisdictions. If you're in a law firm, you want to be able to give your client perhaps an estimate of what that cost is going to be. CSC can work with you to provide you with that estimate of what those baseline charges are before you run them. So we can give you an idea about service fees, jurisdictional charges. But it won't be able to include things such as copy costs or things like that because we just won't know about that until once we get into things.

So those are just some of those things that you need to know. Make sure that you have the right names. I know that I talked about corporations in here. But remember, entities can change their names. So you could have had somebody been ABC Corporation, and then maybe they switched themselves into an LLC. Well, you need to search for both the corporation and the LLC. Remember, people can change their names also. So if you're looking for individuals, it's something to think about.

So with that, let's dig a little bit more here into the names. So some of the same stuff that I kind of mentioned over here is to be able to look up entities' names, you definitely want to look at those charter documents, look at those prior names. The example that I just gave, that was the ABC Corporation may be switching to LLC. Or maybe there was a completely different change of name. Maybe something switched from Smith and Sons to Smith Family or something like that. So you've got to make sure that you know all those different names. If there's confusion around this, about how far back you might need to go, definitely consult with legal counsel on that.

The other thing is I've mentioned entities a few times. I've mentioned individuals maybe once or twice. But definitely keep in mind that UCC searches are also frequently run against individuals. So what's the name to search for an individual? Their correct name and then the name that happens to be on their driver's license. So for UCC filing purposes, if there is a filing for an individual, the requirement is actually to use the name that is on that person's driver's license. If they don't have a valid driver's license, a valid state ID. Then if we're getting down to the next level, it might end up having to be a passport. But really make sure that you check into this. Get that photocopy of that driver's license. Don't just rely on the person's name. Of course, if they want to redact out something else, they can do that on there. But you need to have their name from their driver's license.

The other thing is nowadays so many of us have got real IDs for driver's licenses or state IDs. And I think most of these typically have the first, middle, and last name, if that person has a middle name. So make sure you get that because if someone tells you their name, it may not match what is on that. Like I personally have what is on my bank accounts, what is in my other financial matters, how I sign my emails or sign my name is not with my first, middle, and last name. So keep that in mind. Make sure you ask those really important questions with those clients of getting that name right.

So let's also now talk about prior debtor names. I've alluded to this over here. There could have been an amended business name change. Those entities get their names changed. Make sure that you ask those questions. Make sure that you look at those charter documents. Pull things up on those entities. For individuals, ask them about prior names. Everyone always thinks of it, it is just women that might change their names. That's not always the case. Sometimes men do. Again, maybe at some point in your life, you maybe used a middle name, but now you're only using the middle initial. But you've got what's matching on that driver's license. You've got to dig into that.

Then let's also talk about merged and acquired businesses. So that's got its own separate section over there, with § 9-508. Check the charter documents for any mergers on record, and consult with an attorney to determine if any of those non-surviving entities and a party to a merger need to be investigated, or I should say need to be searched. So that's one of those areas, depending on how far back it goes, that might end up having to happen.

So let's talk about now search locations. So it's the location of the debtor under § 9-307 determines where searches have to happen. So typically, this is going to end up being in the jurisdiction where the entity was formed. Because we so often at CSC hear about Delaware entities, even if something is a California-based company or a Texas-based company, if they had their formation in Delaware, that's where you're going to end up having to search. So keep that in mind when you're doing those searches over there.

When it's an individual, it's typically the person's primary address that is used for the location of the debtor. Probably a good rule of thumb with this is on their tax returns, what's their address on there, where are they considered to be a state resident, because that should be probably their principal address where they're going to be located. But if you've got somebody who might have multiple homes or spends significant time elsewhere, double-check into that. Definitely ask those questions in there. Again, have that driver's license. Get that information from them.

Now there are different rules around things such as fixtures, timber, and minerals. One of our colleagues at CSC does an entire webinar just based on fixtures, timber, and minerals. So this can get definitely more complicated. That's in here. Usually, in those instances, it's with the local filing office. But in some cases, it could actually be, and we think of that actually as the state, but it could be the county. In some states, it's a town or a province or a parish. I definitely said parish over here because there are some exceptions in Louisiana. So definitely if you're in that situation where you've got fixtures, timber, or minerals, you need to look through statutes a little bit more deeply. We've got those referenced over there that you can end up looking at.

So we've talked about names. We've talked about changes, locations, where do you search. Let's talk about what's considered to be the standard due diligence search. Well, unfortunately, there's no real easy answer to this, and it's something that you and probably your legal counsel are going to have to be able to determine. When Julie and I prepared the webinar, just like earlier when we said what where the customer responsibility, we asked, "What are the things that customers are typically looking for in UCC searches?"

So the things that our team came back to us and told us was that, "Hey, it's going to be a UCC search for personal property in that state of formation." So remember when I gave that Delaware example, that you're looking for that UCC filing in the state of Delaware.

The other things that people might be looking for, maybe a little less common but definitely not super less common, is lien searches. Those lien searches are going to include UCCs, federal and state tax liens. Judgment liens, they're going to be looking for those also. Then some customers also add in things such as judgments, pending suits, and bankruptcy.

So these are the three categories that we see the most. So if somebody says to you "full," they're probably talking about all three. But if somebody wants to do something a little bit more limited, I'm sure they're probably talking about one and probably the second one also looking at the liens over there and judgments like that.

So I do want to expand just a little bit more, if we're looking at that full suite over here, is in some instances you might have to expand out to principal place of business. So we talked about the formation state, so that state of incorporation perhaps for an entity or something like that if we had a corporation. But in that example that I gave earlier, Delaware corp but does all their business in California, depending on what you're doing, it may be a best practice to also search in California. So that's something that you might want to consult with legal counsel, talk with us to be able to see what would be the appropriate search to be able to run out there. So keep that in mind.

There are also a lot of different variations that can come up over here with where liens are filed. When you're not working with UCCs on a regular basis, sometimes this can trip you up over here. So I'm going to give you a few different examples.

Let's say that what you wanted to do was you wanted to do a search that included state tax liens, and you were looking at New York State. Well, typically you would think state tax liens are going to be filed with the state agency. Those New York State tax liens are, in fact, indexed with the Secretary of State of New York. But the copy of the lien is actually recorded and searched and retrieved from the county office where the debtor has its mailing address or principal office address. So that's something to keep in mind. You're now going to the county level.

Let's talk about Delaware, federal tax liens. Absolutely no surprise, Delaware Secretary of State records federal tax liens. But guess what? So do the three counties that are in Delaware.

Tennessee and state tax liens, you'd think that they would be recorded at the state level. But in Tennessee, in fact, those state tax liens are actually recorded at the county level.

This is where you get these variations that come in. These are the conversations that you can have with your UCC specialist to make sure that the correct locations are going to be searched. That's why it's so important to have a company, such as CSC, to help you because they know those jurisdictional intricacies that you might miss otherwise.

So let's talk a little bit about filing office information. Let's look at through search through dates, indexing errors, and then lapsed filings. That's going to be a word that always trips me up is "lapsed" over there.

So one thing that you need to know is if you do a UCC filing, it may not actually show up in the public records databases immediately. Depending on the jurisdiction, it could take a few days. And certainly, when we're getting into things like quarter end where there are deals maybe happening and especially year end and make transactional years, those delays can be much longer. It can even take a week, two weeks, even a little longer for the states to be able to index the debtor and secured party information and get it on the record. So again, you can have that delay in there.

So items that are searched after a search through date are typically not going to be showing up on a report that CSC runs. So you won't be seeing those. So if you pick a particular search through date, that's how far we're going to go. So if you end up getting your UCC search results back and it doesn't have a copy of the UCC that was recently filed, double-check when it was filed and perhaps have your UCC specialist take a look at that search through date. If you have any questions, maybe you have to run some follow-up searches or change that date that's in there. So keep that in mind.

There can also be indexing errors. These things just happen. Clerical errors that are made in filing offices, it just ends up happening. It's a fact of life. For example, if a name is spelled incorrectly, you're never going to find it when it's been indexed with the wrong name because all that you're looking for is the name that you think it is, but it wasn't filed underneath that name.

In that instance, again, while this isn't a filing webinar, we do recommend to make sure that searches are properly done or retrieve the proper information in the future is that we'll end up doing what's called search to reflect, so that after something has been filed, that search reflect what actually go in there after that filing has been completed, whenever the record should be on, a day or two later, a week, two weeks later, whatever it has, and then CSC runs that UCC search against that filing to be able to retrieve it. So this way we can make sure that everything was filed, properly indexed, and that it actually appears on the search results. That's really something that super important for you to consider when doing your filings, as you're working with these things, to double-check that to make sure that everything was filed correctly.

Unfortunately, we see this at CSC. Our UCC specialists see it fairly regularly, that it can even be years later that they find out that a UCC was indexed incorrectly by a given state. So that search to reflect, I kind of think of it almost as an insurance policy. It's similar to a title insurance that you have to take out when you buy a home and you have a mortgage. It's that same kind of idea over there.

Well, let's also talk about lapsed filings. Just know that when a UCC is filed, it's typically active for five years from the file date. There are a few exceptions out there. It's typically the filer's responsibility, which is usually the secured party, to continue that UCC as needed, so to file that continuation. If a UCC isn't continued, then it's lapsed, and this could end up bringing serious harm to your secured party. So it's really something to be able to focus on. So our search results typically do not reflect lapsed filings because they're not in existence anymore. Some jurisdictions actually purge those historical records one year post lapse. So you wouldn't be able to uncover anything whatsoever.

So with that, let's now jump over to order completion, and I think Julie was going to cover us on this slide.

Julie: Yes. Thank you. When you get your search results, you'll want to review all of the pages, especially where records are found. There are situations where UCC filings might have collateral exhibits attached to them. You want to make sure that any exhibit that has been filed and recorded properly in the state. So when we talk about this first bullet, courts impute to the searcher knowledge of the full contents of each record, what we're really saying is that it's your responsibility to make sure that all pages that were filed by the filer appear on the public record.

Moving to the next point, reconcile file numbers, file dates, and other information, this is important as well. When CSC provides you with your search results, you'll get a listing of records found. The listing is often prepared by CSC. In some cases, such as Delaware, you get a certified listing that comes from the state. But you'll want to make sure that the data on the listing matches the data on the file-stamped UCC, and that would include file numbers and file dates. A lot of our clients use the search results in the years ahead to copy and paste file numbers to file, for example, UCC-3 continuations, and you just want to make sure that the data is factually correct and accurate. So do please review.

If there are any discrepancies, by all means reach out to CSC. That's what we're here for. Your service representative will dive into them. We will explain them to you. We'll work to resolve any and all issues that are found and help you sort through it.

Now determining the effect the record, this is something that Helena discussed briefly. I just want to harp on this again. UCC filings are mere notices. They're public notices. They give the filer the benefit of any doubt. But understand if there are any issues in determining the effectiveness of a filing, that would really be between the parties involved, aka the debtor and the secured party. And if necessary, a court, a judge would step in to render some sort of judgment. So in knowing that, you may need to dive into, and Helena alluded to this earlier, and research further issues that need clarity.

Helena, would you like to review the common search traps?

Helena: Yeah, let's jump into this. So one of our colleagues at CSC uses the term the "unwary." So these can be the search traps. Things that you don't know about, because you don't work with this all the time, can end up tripping you up, or it ends up creating confusion and then you have questions about them.

So let's talk about the first one that's over here, the termination that doesn't terminate. So allegedly "terminated" financing statements may be fully effective. So remember, even if something is terminated, it's on there for five years until it lapses. So you still may see it. Even though there may have been a termination filed, but it's going to be on the public record until that UCC lapses.

The other thing that we might see is that a terminated UCC isn't inactive. It's fully effective. I'm sorry, folks. I lost my train of thought here for one second.

But let's say what we might see at CSC is that there might be multiple secured lenders with something, and someone files a UCC termination. Someone else files a continuation. So you'll end up having a little bit of that. It's like: Well, what is it? Has it been terminated? Has it been continued? You've got to review those results, probably have to bring in an attorney to do some review, look at those documents a little bit further. This is something that we do end up seeing that ends up happening.

Another thing that we end up seeing is the UCC-3 assignment that does not assign. So let's say that there might be a UCC-1 filing history. Something might be assigned. The UCC assignment is filed. And this is another trap over here, that you think that the assignor is no longer the secured party of record. That's not the case. The assignor remains a secured party of record.

In terms of the collateral statements of UCCs, you're going to see a lot of different variations that will also come in here with language. So again, you might have multiple lenders, secured parties in here. Somebody may say something that is equipment. Somebody might say computer equipment. Someone else may list serial numbers or things like that. So that very same asset can be covered a number of different ways with different collateral descriptions. Sometimes that's why you see that all purpose, all asset filings that I mentioned, inventory or whatever it should be. So you can end up seeing that. Sometimes those require that little extra determination in there.

Then, when I mentioned earlier at the beginning, I said to take away one thing over here, what's the most important thing is the unwary trap that you can fall into is the failure to conduct further inquiry. If something comes up and it looks odd or it seems conflicted, you have that duty to delve into those issues and determine what's going on. You just cannot rely upon the public record at all. The results that you may get back in those charts or whatever it is that you're looking for may not present the entire picture. Remember, you might have to talk to the debtors. You might have to talk to the secured parties. You have to get those security agreements to be able to get that full picture in there. So you might find yourself having to communicate in depth with those different parties over there to get that additional extra internal documentation to be able to get the full scope of what's going on. Again, that's probably the most important thing to take away from all of today is make sure you do that extra inquiry if there are any questions or any gray areas at all because this can be so critical.

What I'm going to do now is I'm going to hand things back to Julie, and she's going to take us through the CSC resources.

Julie: Thank you, Helena. First, I just want to highlight the value of using CSC for your UCC search needs. Oftentimes, as hopefully you've learned from today, the hardest part of the UCC search is knowing what and where to search. As Helena mentioned, every state and jurisdiction has different nuances. We at CSC have mastered the ins and outs of every jurisdiction so that you don't have to waste time researching indexes and search criteria in order to obtain the results that you need.

In addition to the extensive expertise and tenure that our team brings to the table, we've also recently enhanced our UCC search result charts in order to make your job in reviewing the results easier from both a speed and decision-making perspective. So I highlighted here some of the benefits of using our UCC search results charts.

The first is clarity at a glance. We've structured the output of the search so that key details are immediately visible and very easy for you to interpret. Some of these UCC searches are very detailed, and you're searching multiple entities in multiple jurisdictions and you get a result file that could be hundreds of pages. Instead of digging through pages and pages of results, you get a clean and organized snapshot that helps you quickly understand what matters.

My favorite part is we've recently added direct access to source documents. So each chart, and I'm going to show you this in action in a moment, includes embedded hyperlinks that take you straight to the underlying lien records. That means you don't have to search through those hundreds of pages of evidence files that I just mentioned, cross-referencing to find the lien that you are looking to review. You can click a button, and it takes you directly there.

Faster risk assessment. By consolidating all of the results into this single view, you can quickly identify where there are liens, understand priorities, spot any potential red flags.

And lastly, a streamlined workflow. The charts are designed really to improve collaboration and efficiency. So whether you're sharing them internally with your coworkers or externally, perhaps with some clients, the format turns what can be complex and overly cumbersome data into clear and actionable insights. Overall, the goal here is really simple, to take what traditionally has been a manual and time-consuming, as I'm sure several of you have on the call know, review and transform it into a faster, more intuitive experience.