Secured Transactions

Spring, 2015
Professor Amy Bushaw

ONE POSSIBLE ROADMAP TO ARTICLE 9, ANNOTATED

[Updated April 8, 2015]

I encourage each of you to develop a way of thinking about Article 9 that makes
sense you. As we have discussed repeatedly in class, in my experience lawyers and
judges who fail to be methodical in their approach to Article 9 sometimes get lost in the
details and never find their way out. As you become more and more comfortable with
the subject matter, you will undoubtedly develop judgment about what routes make the
most sense under specific circumstances, as well as shortcuts that you can take without
risk of losing your way. If you should ever find yourself in a thicket that you don’t know
how to navigate, however, the roadmap we have developed over the course of the
semester may give you a place to begin. To give you a sense of where we have been, I
thought you mind find it helpful to have a copy of our by now familiar roadmap,
annotated to fill in some of the detail. You should take heart: you are nearing the end of
your glorious journey through Article 9.

The annotated roadmap that follows is not, of course, completely comprehensive

nor is it the only approach that works. If all else fails, however, it should give you the
tools to attack almost any bramble bush that Article 9 puts in your way. (You may find
yourself anticipating what is coming next as you read along, and may wonder what the
big deal is. After all, doesn’t everyone know that this is how the world works? If so,
congratulate yourself – you have managed to internalize a very difficult, yet extremely
important area of law. Your friends and family may hardly recognize you, but your
clients certainly will appreciate you.) To the extent we haven’t gone into a particular
concept in any depth, I may have listed it anyway for your future reference, but have
either put it in brackets or have tried to indicate the limited nature of our treatment of
that concept in this course. For purposes of the exam, you can take your cues from
class coverage. If we have discussed a concept in class at any length, it is fair game for
the exam. If we have only touched on a concept included in the readings or have not
addressed it at all, it is likely to play a minor role (if any) in the final exam.

So here we go. Suppose you are in a thicket, and want to work your way out.
You think Article 9 might be of some use. One way to start is to look and see if the
thicket contains one or more potential secured transactions. If there is only one, you
know where to start. If there is more than one, you can choose one that appears to be
at the center of the issue or controversy at hand, or you can start with the one that
appears to be the simplest and most basic, whichever works best for you. Whichever
route you take, remember to keep coming back and going through the analysis until you
understand thoroughly all of the parties in your thicket, what they claim and why they

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claim it. Keep at it until the issue or controversy at hand is fully settled, or you have
identified where the unanswered questions lie.

A similar approach works if you are planning a transaction, rather than settling a
dispute. It may, however, require you to have more imagination and creativity to
anticipate the various ways that the facts might play themselves out in the future. In
planning a transaction, you are in part gazing into a crystal ball, seeing what might
happen, and taking steps at the outset to best prepare your client for the twists and
turns of fate. It is seldom possible to anticipate all possible things that might happen. I
feel quite confident I never did when I was in practice. With experience, though, you will
develop a sense of where the likely pitfalls are, and what techniques successfully avoid
them altogether, or at a minimum allow your client to encounter them with the least
damage practicable under the circumstances. Ultimately, it is your client’s decision how
much effort it wants to put into protecting itself against legal risks. Your task, as a
lawyer, is to help your client understand not only the nature of those risks, but also their
magnitude, and at the same time to appreciate that complete clairvoyance as to legal
consequences is usually elusive. Clients often proceed in the face of uncertainty and
risk. If they were not willing to do so, they would be unable to conduct business. Your
advice best equips the client to weigh the legal risks along with the business risks and
opportunities, and to decide what course of action to pursue.

Here, I recap the roadmap we have been working with this semester. I have
annotated it to integrate the concepts we have covered in some detail with those we
have only sketched in broad outlines. I hope this proves to be a reference tool as you
review the course and (for those lucky ones among you) proceed to practice secured
transactions law.

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STEP 1: DETERM INE IF ARTICLE 9 APPLIES TO ANY ASPECT OF THE TRANSACTIONS
9-109(a): General scope section
1-201(b)(35), 1-203: Defines security interest
9-109(c) & (d): Exceptions and exclusions from Article 9

STEP 2: FOR EACH ARTICLE 9 TRANSACTION (OR POTENTIAL ONE) THAT YOU UNCOVER,
IDENTIFY THE M AJOR PLAYERS AND THE PROPS
9-102: Defines, am ong other things, secured party, debtor, obligor, secondary obligor,
account debtor, security agreem ent, collateral, supporting obligation and
proceeds (including cash proceeds and noncash proceeds). If the transaction
involves som ething other than a standard security interest that secures paym ent
or perform ance of an obligation, say for instance if the parties call it a “sale,” a
“lease” or a “consignm ent,” you m ight as well get to the bottom of the nature of
the transaction at this point if you have not already done so in step 1.
1-201(b)(3): Defines agreem ent
9-103: If you think of it, this is as good of a tim e as any to note whether the security
interest is a purchase m oney security interest. This can be relevant to perfection,
but tends to be the m ost relevant in priority disputes.

STEP 3: TAKE A GOOD, LONG LOOK AT THE COLLATERAL, AND CLASSIFY IT

9-102: A whole raft of collateral classifications and other collateral-related term s are
defined in this section. Occasionally, to classify collateral fully, you m ay need to
track down definitions in Article 1 (1-201) or other relevant articles of the UCC.
Rem em ber to classify the collateral from the debtor’s perspective. W hen in doubt
as to the appropriate classification, if practical to do so, take the fork, that is,
protect your client under all potentially relevant classifications.
9-109(c) & (d): Double check, now that you have classified the collateral, that the transaction is
not excepted or excluded from Article 9.

STEP 4: DETERM INE IF (AND W HEN) A SECURITY INTEREST HAS ATTACHED OR W ILL ATTACH
TO THE COLLATERAL AT ISSUE
9-203: Elem ents of attachm ent
1-204: Determ ines whether value has been given
Other law: Determ ines if and when the debtor gets rights to the collateral
[2-403 Shelter rule and voidable title rule (m ay be relevant to whether the debtor ever
gets rights to goods under a contract of sale)]
[2-501: Identification (m ay be relevant to when the debtor first gets rights to goods under
a contract of sale)]
9-102, 1-201(b)(3): Defines security agreem ent
9-108: Sufficiency of collateral description
9-204: Deals with after-acquired property and future advances, and in particular contains
lim itations on degree to which security interest attaches to som e consum er goods
and com m ercial tort claim s
9-315(a) & (b): Attachm ent to identifiable proceeds of collateral

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STEP 5: IF SO, DETERM INE IF (AND W HEN AND HOW ) THE SECURITY INTEREST IN THE
COLLATERAL AT ISSUE IS PERFECTED OR W ILL BE PERFECTED

A. W hat method(s) of perfection is (or are) appropriate for this transaction and this type of
collateral?
9-308: Requires attachm ent and satisfaction of one of the perfection sections
9-308 - 9-314: Appropriate classification of collateral is critical here. The perfection sections
generally contem plate filing a financing statement, unless one of the following
is necessary or appropriate:
- Perfection under Federal statutes or state statutes other than Article 9
- Possession or its analogue, delivery
- Control
- Autom atic (tem porary or perm anent) perfection

B. If filing is an appropriate method of perfection, and a financing statement w as filed, w as the

filing good?
9-310, 9-312: W hen filing is an appropriate m ethod of perfection
9-502 - 9-505,
9-516, 9-108: W hat to file
9-506, 9-516,
9-520, 9-338: Effect of errors or om issions in the financing statem ent. W e talked prim arily about
the effect of errors or om issions in the debtor’s nam e, the secured party’s nam e
or the collateral description. W e alluded to Sections 9-516, 9-520 and 9-338,
which sort out the effect of errors or om issions in the other inform ation that is
supposed to be included in the financing statem ent. These sections, in m y view,
are com plicated beyond reason. Suffice it to say that if you are planning a
transaction, you should do it right; if you are fighting for or contesting a filing that
was done wrong with regard to som e of this ancillary inform ation, you m ight find
som e guidance in Sections 9-516, 9-520 or 9-338.
9-509, 9-510: W ho is authorized to file
9-516: How to file
[9-519, 9-523: W hen to file. As the readings discussed in very general term s, these two sections
set out som e tim e lines and other standards for the filing office, and in particular,
how the filing office is to index financing statem ents, and how it is to respond to a
search request. The upshot is that a secured party m ay encounter a significant
tim e lag between the tim e it sends in its financing statem ent for filing and the tim e
it can be confident that its financing statem ent will appear on a search report. If
the secured party considers it im portant to confirm that its financing statem ent
has been properly indexed and filed before it funds, and to confirm that no one
else has filed a financing statem ent against the debtor before it has, the secured
party should file its financing statem ent as early in the transaction as practicable.
In large transactions, the financing statem ents are often filed long before the loan
docum ents are fully negotiated, and certainly before the first loan is funded.]
9-501, 9-301-9-307: W here to file

C. Is perfection under other statutes necessary or appropriate, and if so, has it been
accomplished?
9-311: W hen perfection under other statutes is necessary or appropriate
Applicable federal
or state statutes: W hat is required to perfect under the other statutes
[W e talked in the m ost detail about federal statutes relating to intellectual property and state statutes
dealing with m otor vehicles; we discussed other applicable federal and state statutes only in the m ost
general of term s.]

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D. If possession or delivery is an appropriate method of perfection, w as the secured party in
possession of the collateral, or w as it delivered to the secured party?

9-313, 9-312(c), (d): W hen possession or delivery is an appropriate m ethod of perfection; possession
by the secured party and through people other than the debtor

[8-301: Defines “delivery” in the context of investm ent property. W e discussed this briefly
in the context of Problem 4-14. Although you should be fam iliar with the general
concept, and in particular that delivery is roughly analogous to possession for
certificated securities, the details of 8-301 are beyond the scope of this course.]

E. If control is an appropriate method of perfection, w as the secured party in control?

9-312, 9-314: W hen control is an appropriate m ethod of perfection
9-104: Control of deposit account
[9-105: Control of electronic chattel paper]
[7-106: Control of electronic docum ent]
[9-106, 8-106: Control of investm ent property (Again, we discussed this briefly in the context of
Problem 4-14. You should be fam iliar with the rough outlines of the analysis but
the details are beyond the scope of this course.]
[9-107: Control of letter-of-credit rights]

F. If no other method of perfection is used, is automatic perfection available?

9-308, 9-309, 9-312: W hen autom atic perfection is available

G. Assuming the secured party w as perfected at some point, has anything happened since
that date to change its status?
Perfection by possession, delivery or control will generally lapse if the secured party surrenders
possession, delivers the collateral to som eone else, or ceases to be in control. Likewise, tem porary
autom atic perfection is precisely that – tem porary. If the secured party’s perfection lapses, but it
subsequently regains perfection, any priority which depends on the perfection date will run from the later
perfection date, not the original one. If the secured party wants to m aintain continuous perfection, and thus
continue to take advantage of its original perfection date, it needs to perfect by som e other m ethod before
perfection would otherwise lapse. In addition to a secured party who affirm atively term inates its m ethod of
perfection, there are a num ber of changes in the underlying facts which m ight cause a secured party’s
perfection to lapse. W e talked about changes in the debtor’s nam e, change in the debtor’s location and
the conversion of the collateral into proceeds (and the resulting effects on perfection due to any of these
events) in the m ost detail. W e also discussed in general term s som e of the other events, and those events
are listed here. Article 9 has a few other sections which relate to continuity of perfection, but we did not
discuss them beyond casual m ention in this course.
9-308(c): Continuous perfection
Duration of perfection:
9-513, 9-515: Duration of financing statem ent; term ination and continuation statem ents
9-311(c): Duration of perfection under other federal or state perfection system s
9-313(d): Duration of perfection by possession
9-314(b) & (c): Duration of perfection by control
9-312(h): Duration of tem porary autom atic perfection
Changes which m ay require action to m aintain perfection:
9-507: Change of debtor’s nam e
9-508: “New” debtor [typically, when new debtor becom es bound by security agreem ent
because original debtor changes business structure – we only alluded to this in
passing, specifically to note how lim ited the provision is.]
9-315(c) & (d): Change into proceeds
9-316(b): Change of governing law (eg., change of debtor’s location or, only if relevant to
perfection, the location of the collateral or another party involved in the

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 transaction)
9-507: For m ost other changes, including disposition, change of use, or other changes
which m ight m ake a filed financing statem ent inaccurate or even seriously
m isleading, typically no action is required to m aintain perfection

STEP 6: IDENTIFY ALL PARTIES W HO ARE CLAIM ING OR M IGHT CLAIM RIGHTS TO THE
COLLATERAL AT ISSUE
Generally, the secured party is com peting with the obligor/debtor, account debtors, or som e third party
who claim s rights to the collateral. If it looks like the secured party is com peting with a third party claim ant
to the collateral, then this is the tim e to focus in on the third party claim ant. You should determ ine pursuant
to what body or bodies of law that claim ant obtains its rights to the collateral, if any. If it is clear who the
com petitors are, and you are dealing with an isolated issue, you m ay wish to defer the perfection analysis
(step 5) until perfection becom es an issue, if in fact it does. Depending on the context, it m ay not be
necessary to determ ine if the secured party’s security interest is perfected. I prefer to consider perfection
at the outset, because it keeps m e grounded and som etim es raises issues I m ight otherwise not have
seen. But if I anticipate clearly that perfection will be im m aterial to the ultim ate analysis, I m ay skip step 5,
and com e back to it only if I find I am wrong. If the secured party is com peting with the obligor/debtor or
account debtors only, it m ay be appropriate to skip this step and Step 7, and go directly to Step 8, as no
priority battle is involved.

In this course, we have talked or will talk to greater or lesser degrees about the following third parties who
m ight assert claim s to the secured party’s collateral:
- General, unsecured creditors
- (Judicial) lien creditors
- Other possessory and non-possessory lien creditors (som etim es called statutory lien creditors)
- Other Article 9 secured parties claim ing a security interest in the debtor’s property
- Lessors of goods to the debtor
- Sellers of goods to the debtor
- Buyers of goods from the debtor
- Lessees of goods from the debtor [These priority battles are analogous the battle between a
secured party and a buyer of goods, but as usual the details differ. W e’ll only wave at them in
passing.]
- Purchasers of collateral other than goods from the debtor [Likewise, we’ll only wave at these folks
in passing; we won’t study the relevant priority rules this sem ester.]
- The debtor’s bankruptcy trustee

Other potential claim ants exist, and their rights are in m any cases som ewhat analogous to the claim ants
we have or will have studied by the end of the sem ester. For instance, in your future practice (but not on
the exam for this course) you m ay encounter:

S Bailors to the debtor (som ewhat analogous to lessors; 2-403 is som etim es relevant as well.)
S Consignors to the debtor (included by definition within the scope of Article 9, and so treated less
favorably than other bailors; 9-319 is the place to start.)
S Real estate ow ners or encumbrancers (generally these people are fighting with the secured
party over fixtures. The rules are som ewhat analogous to those governing disputes between a
secured party and a secured party, but have som e peculiarities all of their own. In order to gain
priority over a real estate owner or encum brancer who is claim ing a fixture, the secured party
often has to file a special financing statem ent called a “fixture filing” in the real estate records,
because that is where real estate claim ants are likely to look to find out about com peting claim s to
the property at issue. Article 9 speaks to this priority dispute in 9-334, and it contains a basic first
in tim e, first in right rule as well as a num ber of exceptions (including a PMSI exception). It is
im portant to understand that this section is only relevant when the com peting claim ant derives its
rights from real estate law. In order to gain priority over other Article 9 secured parties who are
also claim ing the fixture, or other claim ants such as the bankruptcy trustee, the secured party m ay

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 perfect by any m ethod, that is to say, for instance, by filing either a “fixture filing” in the real estate
records or a m ore ordinary financing statem ent in the central UCC filing office.)
- Licensees from the debtor (like lessees from the debtor, the priority battles with licensees are
analogous the battle between a secured party and a buyer of goods, but again the details differ.
The m ost relevant UCC sections are 9-317(c), 9-321 and 9-323(f) & (g).)
- Transferees of money from debtor’s deposit account (lest the secured party think it can trace
its proceeds into a deposit account and then out again, and claim the m oney from som eone other
than the debtor, section 9-332 sets that illusion to rest. W e’ve alluded to this rule in class and the
reading has discussed it from tim e to tim e, but we will not study it in depth this sem ester. Since we
are talking m oney here, unless the transferee acts in collusion with the debtor, the transferee
wins.)
- The IRS. (If the debtor does not pay its taxes when due, the IRS m ay obtain a lien on the debtor’s
assets. The rules for sorting out priority disputes between the IRS and an Article 9 secured party
are contained in the Internal Revenue Code, and are roughly analogous to those used with judicial
lien creditors or bankruptcy trustees. Like a bankruptcy trustee, the IRS generally obtains the
rights of a hypothetical lien creditor as of a specified date, however there are a num ber of
specialized rules that allow a secured party to obtain priority in particular circum stances. The m ost
relevant provisions are contained in 26 U.S.C. §6323, although there is also a PMSI exception
established by a Revenue Ruling.)

STEP 7: ANTICIPATE OR RESOLVE ANY ISSUES OF PRIORITY AM ONG THE SECURED PARTY
AND OTHER THIRD-PARTY CLAIM ANTS TO THE COLLATERAL
This step requires you to locate the appropriate priority rule (or rules) for the type of claim ant at issue, and
to apply it (or them ). The priority rules often consist of a general rule and a series of exceptions. If there is
no priority rule that benefits the com peting claim ant, generally the secured party wins.

A. SP v. General, unsecured creditors

9-201 The secured party wins

B. SP v. (Judicial) lien creditors

9-201: The secured party wins unless it doesn’t
State lien
creditor law: Determ ines when a lien creditor following Peter’s 8-Step Process “becom es” a
lien creditor
9-317, 9-103: General rule: the first to “get there” wins; PMSI exception
9-323: Future advances exception

C. SP v. Other non-possessory or possessory (statutory) lien creditors

9-109(d)(1) & (2): Article 9 takes no position on m any priority disputes involving liens given by virtue
of a statute or other rule of law. The principal exceptions are agricultural liens,
which are governed by Article 9 by definition, and certain possessory liens .For
priority disputes involving two secured parties one or both of which hold
agricultural liens, see D. above.
9-201: Arguably, the secured party still wins unless it doesn’t. I say arguably here,
because som e courts and com m entators read the exceptions in 9-109 to m ean
that, other priority disputes settled by 9-333 discussed below, Article 9 does not
address the relative priority of Article 9 secured parties and holders of liens
created by statute or other rule of law.
9-333: Provides som e circum stances when creditors in possession of the collateral who
claim a lien in it by virtue of statute or other rule of law m ight gain priority over a
secured party. To fully apply 9-333, one needs m ore detail about the relevant
statute or other rule of law giving rise to the com peting creditor’s lien.

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D. SP v. SP
W e did not discuss all of the intricacies of this priority battle, of which there are m any. W e will focused on
the general rules contained in 9-322 as well as the PMSI exceptions contained in 9-324. W e also alluded
to the future advances exception in 9-323 as well as the exceptions under 9-327 for deposit accounts that
are “controlled.” W e m entioned the other exceptions at m ost in passing. For your reading pleasure, I list
the m ost significant provisions related to this priority battle here. Believe it or not, this is not a com plete list,
but it is close:
9-201: The secured party wins unless it doesn’t, but since both com batants are secured
parties, this rule is of little help
9-322: General rules:
Am ong two perfected secured parties, the first to file or perfect wins
A perfected secured party beats an unperfected secured party
Am ong two unperfected secured parties, the first to attach wins
9-322(c)-(f): Exceptions relating to proceeds
9-322(g): Exceptions relating to agricultural liens
9-323: Exceptions relating to future advances (which are very narrow)
9-324, 9-103: PMSI exceptions
9-327: Exceptions for deposit accounts that are “controlled”
9-328 and 9-329: Exceptions relating to other kinds of collateral that can be “controlled”
9-330 - 9-331: Exceptions relating to secured parties who also qualify as “purchasers” of chattel
paper or instrum ents
9-335: Exception for accessions
9-336: Exception for com m ingled goods
9-337: Exception for som e goods covered by a certificate of title

E. SP v. Lessors of goods to the debtor

1-201(b)(35),
1-203: Distinction between a true lease and a security interest disguised as a lease.
2-403: Absent som e other rule, the secured party only gets whatever rights the debtor
got; so as long as the lease is a true lease, the lessor wins if it would win against
the debtor.

F. SP v. Sellers of goods to the debtor

9-201: The secured party wins unless it doesn’t
2-501: The debtor’s rights arise in the goods as soon as they are identified to the
contract
2-401: This section establishes when title passes from the seller to the debtor, but
surprisingly, for our purposes very little turns on this event.
9-110, 2-705 The seller m ay be able to withhold delivery or stop goods in transit, and if so
those rights generally have priority, even over any secured party of the debtor
who has a previously filed or perfected security interest in the goods.
2-507(2), 2-702,
2-403, 2-709: Once the debtor receives delivery, however, although the seller m ay in theory
have a lim ited claim to the goods if the debtor received the goods on credit while
insolvent or if the debtor paid with a check that subsequently bounced, the
secured party alm ost always beats out that claim . (The only circum stance when
the secured party would not win would be if it didn’t qualify as a good faith
purchaser for value under 2-403.) The seller is left with an unsecured claim for the
unpaid purchase price under 2-709.

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G. SP v. Buyers of goods (from the debtor)
9-201: The secured party wins unless it doesn’t
9-315: Security interest continues unless it doesn’t; exception for when sale free of
security interest is authorized
9-317(b): Exception when secured party is unperfected or deem ed unperfected at tim e of
sale
9-320(a), 1-201(b)(9): Exception for buyers in the ordinary course of business
9-320(b): “Garage sale” exception
9-320(e): Protection for secured parties (that is, exception to the exceptions in favor of
buyers under 9-320(a) and (b)) in possession of the collateral
9-323: Future advances exception
2-403: Shelter rule
Entrusting rule
[9-325: Priority of security interests in transferred collateral (the reading addressed this
section in the context of the priority battle between secured parties where the
secured parties dealt with different debtors. I think it follows rather naturally as a
corollary to the shelter rule, so I prefer to group it with the provisions listed here.
Irrespective of where the rule belongs, we only waved at it in passing this
sem ester.)]

H. SP v. Licensee of general intangible or lessee of goods (from the debtor)

[The readings talked about the priority battle between a secured party and a lessee of goods from the
debtor, and we alluded to this priority battle briefly in class. As I recall, we didn’t read about or discuss the
priority battle with licensees at all. Generally these priority battles are analogous to the battle between a
secured party and a buyer of goods, but as usual the details differ. For your future reference (but not for
purposes of the exam ), you m ay be interested in the following list of the UCC sections that are m ost
relevant to this type of dispute:]
9-201: The secured party wins unless it doesn’t
9-315: Security interest continues unless it doesn’t; exception for when license or lease
free of security interest is authorized
9-317(c), (d): Exception when secured party is unperfected or deem ed unperfected at tim e of
license or lease
9-321: Exception for licensees and lessees in the ordinary course of business
9-323: Future advances exception

I. SP v. Other purchasers of collateral (from the debtor)

[W e didn’t cover these priority disputes this sem ester, except to m ention that they exist. I include them
here only for your inform ation.]
9-201: The secured party wins unless it doesn’t
9-315: Security interest continues unless it doesn’t; exception for when purchase free of
security interest is authorized
9-317(b): Exception when secured party is unperfected or deem ed unperfected at tim e of
purchase
9-330 - 9-331: Special rules allowing priority to certain purchasers of quasi-intangible collateral
9-323: Future advances exception

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J. SP v. Bankruptcy trustees
In the last few classes of the sem ester, we will address what happens when the debtor files bankruptcy.
W e will spend m ost of our tim e talking about Bankr. Code 544(a) (hypothetical lien creditor status), Bankr.
Code 547 (Preferences) and Bankr. Code. 551 (preservation of avoided security interests for the benefit of
the estate.)
9-201 The secured party wins unless it doesn’t, but since bankruptcy law is federal law it
has the power to trum p this provision anyway
Bankr. Code 544(a),
9-317: Hypothetical lien creditor status
[Bankr. Code 544(b): Ability to assert state law avoidance powers, typically state fraudulent
conveyance law]
Bankr. Code 547: Preferences
[Bankr. Code 548: Fraudulent conveyances]
Bankr. Code 551: Preservation of avoided security interests for the benefit of the estate

STEP 8: ANTICIPATE OR RESOLVE ANY ISSUES RELATED TO THE SECURED PARTY’S

EXERCISE OF REM EDIES AGAINST THE DEBTOR, OBLIGOR OR ANY ACCOUNT DEBTOR, OR
AGAINST THE COLLATERAL ITSELF
9-601, 9-604: Rem edies cum ulative
9-601, 9-602,
9-603, 9-624: Possibility of agreed rem edies
Not defined: Default
1-201(b)(20),1-304: General obligation of good faith
1-103(b), 1-306,
9-624: Principles of equity (waiver, estoppel, etc.)
1-309: Acceleration of the debt
9-609: Repossession, assem bly and disabling of collateral, replevin
9-623: Right of redem ption
9-607, 9-404(a),
9-406(a): Collection or enforcem ent of collateral
9-610 - 9-614,
9-617 - 9-619: Disposition of collateral
9-608, 9-615: Distribution of proceeds of collection or disposition
9-616: Explanation of surplus or deficiency
9-620 - 9-622: Acceptance of collateral
9-608, 9-615,
Peter’s 8-Step
Process under
state law: Consider a deficiency suit
9-625 - 9-628: Rem edies against secured party
Bankruptcy Code: Consider the effects of any intervening bankruptcy, such as the autom atic stay
Priority: Also keep in m ind prior claim ants (as well as junior claim ants) who m ay assert a
right to the collateral or its proceeds, or m ay seek som e other rem edy against the
secured party

STEP 9: CRACK OPEN THE CHAM PAGNE, PUT ON YOUR PARTY HAT AND CELEBRATE A JOB
W ELL DO NE!

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