Secured Transactions Assignment 24 Maintaining Perfection Through Relocation

Secured Transactions Assignment 24 Maintaining Perfection Through Relocation of Debtor or Collateral 1

The Big Picture Part Two: The Creditor Third Party Relationship Chapter 6: Perfection Chapter 7: Maintaining Perfection Assignment 22: Through lapse and bankruptcy Assignment 23: Through changes in name, identity and use of collateral Assignment 24: Through interstate movements of debtors and collateral Chapter 8 -9: Priority 2

In which state or country should secured file? Lien type Place to file Agricultural liens on farm products (not security interests) Location of the collateral, § 9 -302 Good covered by a certificate of title Fixtures and real-estate related collateral All other security interests State that issued the certificate, § 9 -303 Location of the real estate § 9 -301(3)(A) Location of the debtor, § 9 -301(1) 3

In which state or country should secured file? Lien type Place to file Agricultural liens on farm products (not security interests) Location of the collateral, § 9 -302 Good covered by a certificate of title Fixtures and real-estate related collateral All other security interests State that issued the certificate, § 9 -303 Location of the real estate § 9 -301(3)(A) Location of the debtor, § 9 -301(1) 4

In which state or country should secured file? Lien type Place to file Agricultural liens on farm products (not security interests) Location of the collateral, § 9 -302 Goods covered by a certificate of title Fixtures and real-estate related collateral All other security interests State that issued the certificate, § 9 -303 Location of the real estate § 9 -301(3)(A) Location of the debtor, § 9 -301(1) 5

In which state or country should secured file? Lien type Place to file Agricultural liens on farm products (not security interests) Location of the collateral, § 9 -302 Goods covered by a certificate of title Fixture filings and real-estate related collateral All other security interests State that issued the certificate, § 9 -303 Location of the real estate § 9 -301(3)(A), (B) and (4) Location of the debtor, § 9 -301(1) 6

In which state or country should secured file? Lien type Place to file Agricultural liens on farm products (not security interests) Location of the collateral, § 9 -302 Goods covered by a certificate of title Fixture filings and real-estate related collateral All other security interests State that issued the certificate, § 9 -303 Location of the real estate § 9 -301(3)(A), (B) and (4) Location of the debtor, § 9 -301(1) 7

Where is the debtor located? Debtor type Location Individual Principal residence, § 9 -307(b)(1) Registered organization (chartered by state) State of incorporation, § 9 -307(e) Registered organization Place designated by U. S. or (chartered by United States) District of Columbia, § 9 -307(f) United States District of Columbia, § 9 -307(h) Organizations, CEO in a filing jurisdiction Chief executive office, § 9 -307(b) Organizations, CEO in a non-filing jurisdiction District of Columbia, § 9 -307(c) 8

Where is the debtor located? Debtor type Location Individual Principal residence, § 9 -307(b)(1) Registered organization (chartered by state) State of incorporation, § 9 -307(e) Registered organization Place designated by U. S. or (chartered by United States) District of Columbia, § 9 -307(f) United States District of Columbia, § 9 -307(h) Organizations, CEO in a filing jurisdiction Chief executive office, § 9 -307(b) Organizations, CEO in a non-filing jurisdiction District of Columbia, § 9 -307(c) 9

Where is the debtor located? Debtor type Location Individual Principal residence, § 9 -307(b)(1) Registered organization (chartered by state) State of incorporation, § 9 -307(e) Registered organization Place designated by U. S. or (chartered by United States) District of Columbia, § 9 -307(f) United States District of Columbia, § 9 -307(h) Organizations, CEO in a filing jurisdiction Chief executive office, § 9 -307(b) Organizations, CEO in a non-filing jurisdiction District of Columbia, § 9 -307(c) 10

Where is the debtor located? Debtor type Location Individual Principal residence, § 9 -307(b)(1) Registered organization (chartered by state) State of incorporation, § 9 -307(e) Registered organization Place designated by U. S. or (chartered by United States) District of Columbia, § 9 -307(f) United States District of Columbia, § 9 -307(h) Organizations, CEO in a filing jurisdiction Chief executive office, § 9 -307(b) Organizations, CEO in a non-filing jurisdiction District of Columbia, § 9 -307(c) 11

Where is the debtor located? Debtor type Location Individual Principal residence, § 9 -307(b)(1) Registered organization (chartered by state) State of incorporation, § 9 -307(e) Registered organization Place designated by U. S. or (chartered by United States) District of Columbia, § 9 -307(f) United States District of Columbia, § 9 -307(h) Organizations, CEO in a filing jurisdiction Chief executive office, § 9 -307(b) Organizations, CEO in a non-filing jurisdiction District of Columbia, § 9 -307(c) 12

Where is the debtor located? Debtor type Location Individual Principal residence, § 9 -307(b)(1) Registered organization (chartered by state) State of incorporation, § 9 -307(e) Registered organization Place designated by U. S. or (chartered by United States) District of Columbia, § 9 -307(f) United States District of Columbia, § 9 -307(h) Organizations having CEO in a filing jurisdiction Chief executive office, § 9 -307(b) Organizations, CEO in a non-filing jurisdiction District of Columbia, § 9 -307(c) 13

Where is the debtor located? Debtor type Location Individual Principal residence, § 9 -307(b)(1) Registered organization (chartered by state) State of incorporation, § 9 -307(e) Registered organization Place designated by U. S. or (chartered by United States) District of Columbia, § 9 -307(f) United States District of Columbia, § 9 -307(h) Organizations having CEO in a filing jurisdiction Chief executive office, § 9 -307(b) Organizations having CEO in a non-filing jurisdiction District of Columbia, § 9 -307(c) 14

Problem 24. 1, page 420 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office 15

Problem 24. 1, page 420 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office Method for solving filing problems: 1. Who or what is the debtor? 2. Where is that entity located? 3. What is that entity’s name? 16

Problem 24. 1, page 420 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office What entity is the debtor? 17

Problem 24. 1, page 420 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office What entity is the debtor? § 9 -102(a)(28) Debtor means a person having an interest. . . in the collateral. . . whether or not the person is an obligor. 18

Problem 24. 1, page 420 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office What entity is the debtor? § 9 -102(a)(28) Debtor means a person having an interest. . . in the collateral. . . whether or not the person is an obligor. § 1 -201(25). “Organization” means a person other than an individual. (27). “Person” means an individual, corporation. . . partnership. . 19. or any other legal or commercial entity.

Problem 24. 1, page 420 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office What entity is the debtor? Shatner, maybe partnership, business § 9 -102(a)(28) Debtor means a person having an interest. . . in the collateral. . . whether or not the person is an obligor. § 1 -201(25). “Organization” means a person other than an individual. (27). “Person” means an individual, corporation. . . partnership. . 20. or any other legal or commercial entity.

Problem 24. 1, page 420 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office a. Where is Shatner located? 21

Problem 24. 1, page 420 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office a. Where is Shatner located? 9 -307(b)(1) [A]n individual is located at the individual’s principal residence. Residence means “personal presence at some place of abode with no present intention of definite and early removal” 22

Problem 24. 1, page 420 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office a. Where is Shatner located? Kansas, Arizona, Missouri 9 -307(b)(1) [A]n individual is located at the individual’s principal residence. Residence means “personal presence at some place of abode with no present intention of definite and early removal” 23

Problem 24. 1, page 420 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office a. Where is the partnership or commercial entity located? 24

Problem 24. 1, page 420 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office a. Where is the partnership or commercial entity located? 9 -307(b)(3) A debtor that is an organization and has more than one place of business is located at its chief executive office. 25

Problem 24. 1, page 420 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office a. Where is the partnership or commercial entity located? Missouri 9 -307(b)(3) A debtor that is an organization and has more than one place of business is located at its chief executive office. 26

Problem 24. 1, page 420 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office b. What debtor names should be listed? 27

Problem 24. 1, page 420 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office b. What debtor names should be listed? § 9 -503(a)(4). A financing statement sufficiently provides a name, only if it provides the individual or organizational name. . 28

Problem 24. 1, page 420 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office b. What debtor names should be listed? § 9 -503(a)(4). A financing statement sufficiently provides a name, only if it provides the individual or organizational name. . § 9 -503(c). A financing statement that provides only the debtor’s trade name does not sufficiently provide the name of the debtor. 29

Problem 24. 1, page 420 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office b. What debtor names should be listed? Shatner, Shatner Engineering § 9 -503(a)(4). A financing statement sufficiently provides a name, only if it provides the individual or organizational name. . § 9 -503(c). A financing statement that provides only the debtor’s trade name does not sufficiently provide the name of the debtor. 30

Problem 24. 1, page 420 Hawaii Shatner’s future domicile Kansas Shatner’s current apartment Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Missouri Shatner’s office, “nerve center” and chief executive office Nevada Place of incorporation c. Three years ago, Shatner formed a Nevada corporation under the name Shatner Engineering Products, Inc. Now where do you file? 31

Problem 24. 1, page 420 Hawaii Shatner’s future domicile Kansas Shatner’s current apartment Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Missouri Shatner’s office, “nerve center” and chief executive office Nevada Place of incorporation c. Three years ago, Shatner formed a Nevada corporation under the name Shatner Engineering Products, Inc. Now where do you file? 9 -307(e). A registered organization that is organized under the law of a state is located in that State. 32

Problem 24. 1, page 420 Hawaii Shatner’s future domicile Kansas Shatner’s current apartment Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Missouri Shatner’s office, “nerve center” and chief executive office Nevada Place of incorporation c. Three years ago, Shatner formed a Nevada corporation under the name Shatner Engineering Products, Inc. Now where do you file? 9 -307(e). A registered organization that is organized under the law of a state is located in that State. How do you know if the corporation owns the collateral? 33

Problem 24. 1, page 420 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office d. What if Louise owns one-third as a tenant in common? 34

Problem 24. 1, page 420 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office d. What if Louise owns one-third as a tenant in common? In what states do you file? 35

Problem 24. 1, page 420 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office d. What if Louise owns one-third as a tenant in common? In what states do you file? § 9 -102(a)(28). “Debtor” means a person. . . having an interest. . . in the collateral, whether or not the person is an obligor. 36

Problem 24. 1, page 420 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office d. What if Louise owns one-third as a tenant in common? In what states do you file? § 9 -102(a)(28). “Debtor” means a person. . . having an interest. . . in the collateral, whether or not the person is an obligor. § 9 -307(b)(1). A debtor who is an individual is located at the individual’s principal residence. 37

Problem 24. 1, page 420 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office d. What if Louise owns one-third as a tenant in common? In what states do you file? § 9 -102(a)(28). “Debtor” means a person. . . having an interest. . . in the collateral, whether or not the person is an obligor. § 9 -307(b)(1). A debtor who is an individual is located at the individual’s principal residence. For Louise: Arizona. 38

Problem 24. 1, page 420 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office d. What if Louise owns one-third as a tenant in common? In what states do you file? In what names? 39

Problem 24. 1, page 420 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office d. What if Louise owns one-third as a tenant in common? In what states do you file? In what names? § 9 -503(a)(4)(A) financing statement sufficiently provides the name of the debtor. . . only if it provides the individual or organizational name of the debtor. . . 40

Problem 24. 1, page 420 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office d. What if Louise owns one-third as a tenant in common? In what states do you file? In what names? § 9 -503(a)(4)(A) financing statement sufficiently provides the name of the debtor. . . only if it provides the individual or organizational name of the debtor. . . “Shatner Engineering” and “Louise Godfrey. ” 41

Problem 24. 1, page 420 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office Filings summary William Shatner in Kansas, Arizona, Missouri (residence) Louise Godfrey, Arizona (residence) Shatner Engineering, Missouri, Arizona (chief executive office) 42

Interstate movements, § 9 -316(a) State A Secured party State B Ownership (a) A security interest perfected. . . remains perfected until. . . (2). . . four months after a change in the debtor’s location to another jurisdiction. 43

Interstate movements, § 9 -316(a) State A Secured party (a) A security interest perfected. . . remains perfected until. . . (2). . . four months after a change in the debtor’s location to another jurisdiction. State B Ownership 44

Interstate movements, § 9 -316(a) State A Secured party State B Ownership (a) A security interest perfected. . . remains perfected until. . . 45

Interstate movements, § 9 -316(a) State A Secured party State B Sale (a) A security interest perfected. . . remains perfected until. . . (3). . . one year after a transfer of collateral to a person that thereby becomes a debtor 46

Interstate movements, § 9 -316(a) State A Secured party (a) A security interest perfected. . . remains perfected until. . . (3). . . one year after a transfer of collateral to a person that thereby becomes a debtor State B Ownership 47

Interstate movements, § 9 -316(b) S 1 files State A Debtor moves to State B Four months § 9 -316(a) A security interest perfected in State A remains perfected until. . . four months after [the debtor moves] 48

Interstate movements, § 9 -316(b) S 1 files State A Debtor moves to State B S 1 files State B Four months § 9 -316(a) A security interest perfected in State A remains perfected until. . . four months after [the debtor moves] § 9 -316(b) If [the] security interest. . . becomes perfected. . . before [the end of four months] it remains perfected thereafter. 49

Interstate movements, § 9 -316(b) S 1 files State A Debtor moves to State B S 1 files State B Four months § 9 -316(a) A security interest perfected in State A remains perfected until. . . four months after [the debtor moves] § 9 -316(b) If [the] security interest. . . becomes perfected. . . before [the end of four months] it remains perfected thereafter. 50

Interstate movements, § 9 -316(b) S 1 files State A Debtor moves to State B Four months § 9 -316(a) A security interest perfected in State A remains perfected until. . . four months after [the debtor moves] § 9 -316(b) If [the] security interest. . . becomes perfected. . . before [the end of four months] it remains perfected thereafter. If the security interest does not become perfected [in that time] it becomes unperfected 51

Interstate movements, § 9 -316(b) S 1 files State A Debtor moves to State B Debtor files bankruptcy Four months § 9 -316(a) A security interest perfected in State A remains perfected until. . . four months after [the debtor moves] § 9 -316(b) If [the] security interest. . . becomes perfected. . . before [the end of four months] it remains perfected thereafter. If the security interest does not become perfected [in that time] it becomes unperfected (It beats the first trustee, and loses to the second. ) 52

Interstate movements, § 9 -316(b) Debtor S 1 files S 2 moves to State A purchases State B S 3 purchases Four months § 9 -316(a) A security interest perfected in State A remains perfected until. . . four months after [the debtor moves] § 9 -316(b) If [the] security interest. . . becomes perfected. . . before [the end of four months] it remains perfected thereafter. If the security interest does not become perfected [in that time] it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value. 53

Interstate movements, § 9 -316(b) Debtor S 1 files S 2 moves to State A purchases State B S 3 purchases Four months § 9 -316(a) A security interest perfected in State A remains perfected until. . . four months after [the debtor moves] § 9 -316(b) If [the] security interest. . . becomes perfected. . . before [the end of four months] it remains perfected thereafter. If the security interest does not become perfected [in that time] it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value. (S 1 54 loses to S 2 and S 3. )

Problem 24. 2, page 421 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office Change of owner location. 55

Problem 24. 2, page 421 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office Change of owner location. § 9 -316(a) imposes reperfection deadline. 56

Problem 24. 2, page 421 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office Change of owner location. § 9 -316(a) imposes reperfection deadline. Cmt 2: “The four month and one year periods are long enough for a secured party to discover [change and reperfect]” 57

Problem 24. 2, page 421 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office Change of owner location. § 9 -316(a) imposes reperfection deadline. Cmt 2: “The four month and one year periods are long enough for a secured party to discover [change and reperfect]” a. On a $250, 000 loan, what should Firstbank monitor? $12. 5/5% 58

Problem 24. 2, page 421 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office Change of owner location. § 9 -316(a) imposes reperfection deadline. Cmt 2: “The four month and one year periods are long enough for a secured party to discover [change and reperfect]” a. On a $250, 000 loan, what should Firstbank monitor? $12. 5/5% How monitor “principal residence? ” 59

Problem 24. 2, page 421 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office Change of owner location. § 9 -316(a) imposes reperfection deadline. Cmt 2: “The four month and one year periods are long enough for a secured party to discover [change and reperfect]” a. On a $250, 000 loan, what should Firstbank monitor? $12. 5/5% How monitor “principal residence? ” Collateral ownership? 60

Problem 24. 2, page 421 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office Change of owner location. § 9 -316(a) imposes reperfection deadline. Cmt 2: “The four month and one year periods are long enough for a secured party to discover [change and reperfect]” a. On a $250, 000 loan, what should Firstbank monitor? $12. 5/5% How monitor “principal residence? ” Collateral ownership? b. On a $25 million loan, what should Firstbank monitor? 61

Problem 24. 2, page 421 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office Is filing at the debtor’s principal residence a good rule? 62

Problem 24. 2, page 421 Hawaii Shatner’s future domicile Arizona Location of the business Godfrey, business manager Shatner’s summer residence, owned home Kansas Shatner’s current apartment Missouri Shatner’s office, “nerve center” and chief executive office Is filing at the debtor’s principal residence a good rule? How about filing at the debtor’s place of birth, District of Columbia for birth outside the US? 63

Problem 24. 3, page 421 § 9 -507(a). A filed financing statement remains effective with respect to collateral that is sold. . § 9 -316(a). A security interest perfected [where the debtor is located] remains perfected until the earliest of : (1) the time perfection would have ceased under the law of [origin state] (2). . . four months after a change of the debtor’s location. . . or (3). . . one year after a transfer of the collateral to a person. . . located in another jurisdiction 64

Problem 24. 3, page 421 Globalbank Security interest Tang, California We represent Global bank, lending to Tang against the purchased assets. In what names/systems will we search? 65

Problem 24. 3, page 421 Globalbank Argon, Nevada Sale Security interest Tang, California We represent Global bank, lending to Tang against the purchased assets. In what names/systems will we search? 66

Problem 24. 3, page 421 Otherbank Globalbank Security interest Argon, Nevada Security interest Tang, California Sale We represent Global bank, lending to Tang against the purchased assets. In what names/systems will we search? Could a filing against Argon be good against Global? 67

Problem 24. 3, page 421 Otherbank Globalbank Security interest Argon, Nevada Security interest Tang, California Sale We represent Global bank, lending to Tang against the purchased assets. In what names/systems will we search? Could a filing against Argon be good against Global? § 9 -507(a) 68

Problem 24. 3, page 421 Otherbank Globalbank Security interest Argon, Nevada Security interest Tang, California Sale We represent Global bank, lending to Tang against the purchased assets. In what names/systems will we search? Could a filing against Argon be good against Global? § 9 -507(a) Where should we search against Argon? 69

Problem 24. 3, page 421 Otherbank Globalbank Security interest Argon, Nevada Security interest Tang, California Sale We represent Global bank, lending to Tang against the purchased assets. In what names/systems will we search? Could a filing against Argon be good against Global? § 9 -507(a) Where should we search against Argon? State of incorporation 70

Problem 24. 3, page 421 Anotherbank Globalbank Security interest XCorp, Massachusetts Security interest Tang, California Sale Argon, Nevada Sale We represent Global bank, lending to Tang against the purchased assets. In what names/systems will we search? Could a filing against Argon be good against Global? § 9 -507(a) Where should we search against Argon? State of incorporation Could a filing against X Corp be good against Global? 71

Problem 24. 3, page 421 Anotherbank Globalbank Security interest XCorp, Massachusetts Security interest Tang, California Sale Argon, Nevada Sale We represent Global bank, lending to Tang against the purchased assets. In what names/systems will we search? Could a filing against Argon be good against Global? § 9 -507(a) Where should we search against Argon? State of incorporation Could a filing against X Corp be good against Global? Could those filings be in other states? 72

Problem 24. 3, page 421 Anotherbank Globalbank Security interest XCorp, Massachusetts Security interest Tang, California Sale Argon, Nevada Sale We represent Global bank, lending to Tang against the purchased assets. In what names/systems will we search? Could a filing against Argon be good against Global? § 9 -507(a) Where should we search against Argon? State of incorporation Could a filing against X Corp be good against Global? Could those filings be in other states? Yes, § 9 -316(a)(3), but 73 sale by the out-of-state debtor would have to be in past year.

Problem 24. 4, page 421 The debtor is Afghan, Inc. , an Afghanistan corporation with its headquarters and operations in New York. Is this a registered organization? § 9 -102(a)(71). 74

Problem 24. 4, page 421 The debtor is Afghan, Inc. , an Afghanistan corporation with its headquarters and operations in New York. Is this a registered organization? § 9 -102(a)(71). No. § 9 -102(a)(77) 75

Problem 24. 4, page 421 The debtor is Afghan, Inc. , an Afghanistan corporation with its headquarters and operations in New York. Is this a registered organization? § 9 -102(a)(71). No. § 9 -102(a)(77) Where does Firstbank file? 76

Problem 24. 4, page 421 The debtor is Afghan, Inc. , an Afghanistan corporation with its headquarters and operations in New York. Is this a registered organization? § 9 -102(a)(71). No. § 9 -102(a)(77) Where does Firstbank file? § 9 -307(b)(3). A debtor that is an organization and has only one place of business is located at its place of business. 77

Problem 24. 4, page 421 The debtor is Afghan, Inc. , an Afghanistan corporation with its headquarters and operations in New York. Is this a registered organization? § 9 -102(a)(71). No. § 9 -102(a)(77) Where does Firstbank file? § 9 -307(b)(3). A debtor that is an organization and has only one place of business is located at its place of business. § 9 -307(c). Subsection (b) applies only if a debtor’s. . . chief executive office. . . is located in a jurisdiction whose law generally requires [filing] as a condition. . . of. . . obtaining priority over the rights of a lien creditor. . If subsection (b) does not apply, the debtor is located in the District of Columbia. 78

Problem 24. 4, page 421 The debtor is Afghan, Inc. , an Afghanistan corporation with its headquarters and operations in New York. Is this a registered organization? § 9 -102(a)(71). No. § 9 -102(a)(77) Where does Firstbank file? § 9 -307(b)(3). A debtor that is an organization and has only one place of business is located at its place of business. § 9 -307(c). Subsection (b) applies only if a debtor’s. . . chief executive office. . . is located in a jurisdiction whose law generally requires [filing] as a condition. . . of. . . obtaining priority over the rights of a lien creditor. . If subsection (b) does not apply, the debtor is located in the District of Columbia. Answer: New York 79