UCC-1 Financing Statement and Security Agreement - Alaska

UCC-1 FINANCING STATEMENT AND SECURITY AGREEMENT

State of Alaska

Effective Date: [__/__/____]

Filing Type: ☐ Initial Financing Statement (UCC-1) ☐ Amendment (UCC-3) ☐ Continuation ☐ Assignment ☐ Termination

PART ONE: FINANCING STATEMENT INFORMATION

This Part One contains the information required for the UCC-1 Financing Statement to be filed with the Alaska Department of Natural Resources, Recorder's Office, pursuant to AS 45.29.501 through AS 45.29.527.

SECTION 1. DEBTOR INFORMATION

Pursuant to AS 45.29.503, the financing statement must provide the name of the debtor. The name must be the debtor's exact legal name.

1a. ORGANIZATION DEBTOR ☐ (check if debtor is an organization)

Exact Legal Name of Organization: [________________________________]

Mailing Address: [________________________________]

City: [________________________________] State: [____] ZIP: [________]

Type of Organization: ☐ Corporation ☐ LLC ☐ Limited Partnership ☐ Other: [________________]

Jurisdiction of Organization: [________________________________]

Organizational ID Number: [________________________________]

☐ Check if debtor has no organizational ID number

1b. INDIVIDUAL DEBTOR ☐ (check if debtor is an individual)

Last Name: [________________________________]

First Name: [________________________________]

Middle Name/Initial: [________________________________]

Suffix: [________________________________]

Mailing Address: [________________________________]

City: [________________________________] State: [____] ZIP: [________]

SECTION 2. ADDITIONAL DEBTOR (if applicable)

☐ Check here if there is an additional debtor.

2a. ORGANIZATION DEBTOR ☐

Exact Legal Name of Organization: [________________________________]

Mailing Address: [________________________________]

City: [________________________________] State: [____] ZIP: [________]

Type of Organization: [________________________________]

Jurisdiction of Organization: [________________________________]

Organizational ID Number: [________________________________]

2b. INDIVIDUAL DEBTOR ☐

Last Name: [________________________________] First Name: [________________________________]

Middle Name/Initial: [________________________________]

Mailing Address: [________________________________]

City: [________________________________] State: [____] ZIP: [________]

SECTION 3. SECURED PARTY INFORMATION

3a. SECURED PARTY (or Assignee of Secured Party)

Name: [________________________________]

Mailing Address: [________________________________]

City: [________________________________] State: [____] ZIP: [________]

Telephone: [________________________________]

Email: [________________________________]

3b. ADDITIONAL SECURED PARTY (if applicable)

☐ Check here if there is an additional secured party.

Name: [________________________________]

Mailing Address: [________________________________]

City: [________________________________] State: [____] ZIP: [________]

SECTION 4. COLLATERAL DESCRIPTION

Pursuant to AS 45.29.502 and AS 45.29.504, the financing statement must indicate the collateral covered. A super-generic description ("all assets") is sufficient for a financing statement under AS 45.29.504, but a security agreement requires a more specific description under AS 45.29.108.

4a. Collateral Description for Financing Statement (UCC-1):

☐ All Assets. All personal property and assets of the Debtor, whether now owned or hereafter acquired, and all proceeds and products thereof.

☐ Specific Collateral. The collateral covered by this financing statement consists of:

[________________________________]

[________________________________]

[________________________________]

[________________________________]

[________________________________]

4b. Check applicable collateral categories (UCC Article 9 classifications under AS 45.29.102):

☐ Accounts

☐ Chattel Paper (including electronic chattel paper and tangible chattel paper)

☐ Commercial Tort Claims (describe): [________________________________]

☐ Deposit Accounts

☐ Documents

☐ Equipment

☐ Farm Products

☐ Fixtures (see Section 5 for real property information)

☐ General Intangibles (including payment intangibles and software)

☐ Goods

☐ Health-Care-Insurance Receivables

☐ Instruments

☐ Inventory

☐ Investment Property

☐ Letter-of-Credit Rights

☐ Manufactured Homes

☐ Money

☐ Oil, Gas, or Other Minerals (as-extracted collateral)

☐ Supporting Obligations

☐ Timber to Be Cut

☐ Other: [________________________________]

4c. Proceeds. This financing statement covers all proceeds and products of the above-described collateral in all forms, including but not limited to cash proceeds, non-cash proceeds, insurance proceeds, and proceeds of proceeds, as defined in AS 45.29.102(a)(64).

SECTION 5. REAL PROPERTY INFORMATION (for Fixture Filings and As-Extracted Collateral only)

☐ Check here if this filing relates to fixtures, timber to be cut, or as-extracted collateral.

If checked, provide the following pursuant to AS 45.29.502(b):

Description of Real Property: [________________________________]

[________________________________]

Recording District: [________________________________]

Name of Record Owner (if debtor does not have an interest of record): [________________________________]

SECTION 6. FILING INFORMATION

6a. Filing Office. This financing statement is to be filed with:

Alaska Department of Natural Resources
Recorder's Office - UCC Central Filing Office
550 West 7th Avenue, Suite 1260
Anchorage, Alaska 99501-3579

Telephone: (907) 269-8875
Online filing: https://dnr.alaska.gov/ssd/recoff/ucconline/

6b. Alternative Filing. For fixture filings and filings covering as-extracted collateral or timber to be cut, file in the recording district where the related real property is located, pursuant to AS 45.29.501(a)(1).

6c. Filing Fees. Current fees are established by the Alaska Department of Natural Resources. Check https://dnr.alaska.gov/ssd/recoff/ucc/fees for the most current fee schedule. Checks payable to "Department of Natural Resources."

6d. Duration. Pursuant to AS 45.29.515, this financing statement is effective for five (5) years from the date of filing, unless a continuation statement is filed within the six-month period before expiration.

PART TWO: SECURITY AGREEMENT

This Part Two constitutes the security agreement between the Debtor and the Secured Party. Pursuant to AS 45.29.203, a security interest is enforceable when value has been given, the debtor has rights in the collateral, and either the debtor has authenticated a security agreement describing the collateral or the secured party has possession or control of the collateral.

SECTION 7. GRANT OF SECURITY INTEREST

7.1 Grant. For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Debtor hereby grants, assigns, and conveys to the Secured Party a continuing security interest in all of the Debtor's right, title, and interest in and to the following property, whether now owned or existing or hereafter acquired, created, or arising, and wherever located, together with all proceeds, products, additions, accessions, substitutions, and replacements thereof (collectively, the "Collateral"):

[________________________________]

[________________________________]

[________________________________]

[________________________________]

Note: Pursuant to AS 45.29.108, a security agreement must contain a description of the collateral that reasonably identifies what is described. A super-generic description such as "all the debtor's assets" or "all the debtor's personal property" is NOT sufficient for a security agreement (unlike a financing statement). Each item or category of collateral should be specifically described.

7.2 Obligations Secured. The security interest granted herein secures the prompt and complete payment and performance of all obligations, liabilities, and indebtedness of the Debtor to the Secured Party, whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, including but not limited to:

(a) All amounts due under that certain [________________________________] (e.g., Loan Agreement, Promissory Note) dated [__/__/____] between Debtor and Secured Party (the "Credit Agreement");

(b) All interest, late charges, fees, and costs due under the Credit Agreement;

(c) All costs and expenses of enforcement, collection, and preservation of the Collateral, including reasonable attorney fees;

(d) All future advances, if any, made by the Secured Party to the Debtor;

(collectively, the "Obligations").

7.3 Authorization to File. The Debtor irrevocably authorizes the Secured Party to file this financing statement and any amendments, continuations, assignments, or terminations thereof, without the Debtor's further signature, pursuant to AS 45.29.509(a)(1). The Debtor further authorizes the Secured Party to file financing statements covering the Collateral before the security agreement is made, to the extent permitted by AS 45.29.509(a)(2).

SECTION 8. DEBTOR REPRESENTATIONS AND WARRANTIES

The Debtor represents and warrants as follows:

8.1 Legal Name. The Debtor's exact legal name is as set forth in Section 1 above and is the name required under AS 45.29.503(a). If the Debtor is an organization, the name matches the name shown on the Debtor's public organic record filed with the Debtor's jurisdiction of organization.

8.2 Location. For purposes of AS 45.29.301 through AS 45.29.316 (governing perfection), the Debtor is located in the State of Alaska.

8.3 Rights in Collateral. The Debtor has (or at the time it acquires after-acquired Collateral, will have) rights in the Collateral and the power to transfer a security interest therein.

8.4 Title; No Prior Liens. The Collateral is free and clear of all liens, security interests, encumbrances, and adverse claims, except:

(a) The security interest granted to the Secured Party hereunder;

(b) Permitted liens: [________________________________] (describe any permitted prior liens, or state "None").

8.5 No Financing Statements. Except for the filing authorized herein and any permitted liens identified above, no effective financing statement covering the Collateral is on file in any filing office.

8.6 Authorization. The execution, delivery, and performance of this Security Agreement have been duly authorized and do not conflict with any law, agreement, or organizational document binding upon the Debtor.

8.7 Organizational Information. If the Debtor is an organization: (a) the type of organization, jurisdiction of organization, and organizational ID number are correctly stated in Section 1; and (b) the Debtor shall notify the Secured Party in writing at least thirty (30) days before any change in name, organizational structure, jurisdiction of organization, or organizational ID number.

SECTION 9. DEBTOR COVENANTS

9.1 Protection of Collateral. The Debtor shall maintain the Collateral in good condition and repair, shall not waste or destroy the Collateral, and shall not use the Collateral in violation of any law or any policy of insurance covering the Collateral.

9.2 Insurance. The Debtor shall maintain casualty and loss insurance on tangible Collateral in an amount reasonably satisfactory to the Secured Party, with the Secured Party named as loss payee. The Debtor shall provide evidence of such insurance upon request.

9.3 No Liens. The Debtor shall keep the Collateral free of all liens, security interests, and encumbrances except those in favor of the Secured Party and any permitted liens identified in Section 8.4.

9.4 Name and Location Changes. The Debtor shall provide the Secured Party at least thirty (30) days prior written notice of: (a) any change in the Debtor's legal name; (b) any change in the Debtor's identity, organizational structure, or jurisdiction of organization; (c) any change in the Debtor's mailing address or, for individual debtors, principal residence; and (d) any relocation of the Collateral outside the State of Alaska. The Debtor shall cooperate with the Secured Party in filing any amended financing statement necessary to maintain perfection upon such changes, pursuant to AS 45.29.507.

9.5 Access and Inspection. The Debtor shall permit the Secured Party, and its agents and representatives, to inspect the Collateral and examine and copy the Debtor's books and records relating to the Collateral at any reasonable time upon reasonable notice.

9.6 Taxes and Assessments. The Debtor shall pay all taxes, assessments, and charges upon the Collateral when due.

9.7 Further Assurances. Upon request, the Debtor shall execute and deliver any additional instruments, documents, or financing statements reasonably necessary to perfect, protect, and maintain the Secured Party's security interest in the Collateral.

9.8 Accounts and Chattel Paper. If the Collateral includes accounts or chattel paper, the Debtor shall: (a) keep accurate records of all accounts; (b) not modify or amend any account without the Secured Party's consent; (c) upon request, deliver to the Secured Party evidence of all accounts; and (d) notify the Secured Party of any event materially affecting the value of such Collateral.

SECTION 10. DEFAULT AND REMEDIES

10.1 Events of Default. Each of the following constitutes an event of default under this Security Agreement:

(a) Any Event of Default under the Credit Agreement;

(b) Failure to pay or perform any Obligations when due;

(c) Breach of any representation, warranty, or covenant herein, and such breach continues for [____] days after written notice;

(d) Filing of a bankruptcy petition by or against the Debtor, or appointment of a receiver for the Debtor or the Collateral;

(e) Seizure, attachment, or levy upon a material portion of the Collateral by any creditor or governmental authority;

(f) Any representation or warranty proving materially false when made;

(g) Material loss, destruction, or depreciation of the Collateral;

(h) The Debtor's failure to maintain required insurance on the Collateral.

10.2 Remedies. Upon the occurrence of an event of default, the Secured Party may, at its option:

(a) Declare all Obligations immediately due and payable;

(b) Exercise all rights and remedies of a secured party under Article 9 of the Alaska UCC (AS 45.29.601 through AS 45.29.628), including:

• Taking possession of the Collateral without judicial process, if this can be done without breach of the peace, pursuant to AS 45.29.609;

• Disposing of the Collateral at a public or private sale in a commercially reasonable manner, pursuant to AS 45.29.610;

• Retaining the Collateral in full or partial satisfaction of the Obligations, pursuant to AS 45.29.620 and AS 45.29.621, subject to the required notice provisions;

• Collecting amounts owed on accounts, chattel paper, instruments, or other payment rights, pursuant to AS 45.29.607;

(c) Require the Debtor to assemble the Collateral and make it available at a location designated by the Secured Party;

(d) Exercise any other right or remedy available at law or in equity.

10.3 Notice of Disposition. Before disposing of the Collateral, the Secured Party shall give the Debtor reasonable authenticated notice as required by AS 45.29.611. For consumer goods, such notice shall be sent at least ten (10) days before the earliest time of disposition. For other Collateral, such notice shall be sent at least ten (10) days before disposition.

10.4 Commercially Reasonable Disposition. Every aspect of the disposition of the Collateral, including the method, manner, time, place, and other terms, must be commercially reasonable as required by AS 45.29.610(b).

10.5 Application of Proceeds. Proceeds of any disposition shall be applied in the following order pursuant to AS 45.29.615: (a) reasonable expenses of retaking, holding, preparing for disposition, and disposing, including reasonable attorney fees; (b) satisfaction of the Obligations; (c) satisfaction of obligations secured by any subordinate security interest if the Secured Party receives an authenticated demand before distribution; and (d) the surplus, if any, to the Debtor.

10.6 Deficiency. If the proceeds of disposition are insufficient to satisfy the Obligations in full, the Debtor shall remain personally liable for the deficiency, pursuant to AS 45.29.615(d).

10.7 Collection Costs. The Debtor shall be liable for all reasonable costs of enforcement, including court costs, filing fees, and reasonable attorney fees. Attorney fees in litigation shall be awarded to the prevailing party pursuant to Alaska Civil Rule 82.

SECTION 11. CONTINUATION, AMENDMENT, AND TERMINATION

11.1 Continuation Statement. This financing statement is effective for five (5) years from the date of filing, pursuant to AS 45.29.515. To maintain effectiveness, a UCC-3 continuation statement must be filed within the six-month window before the five-year expiration date, pursuant to AS 45.29.516. If a timely continuation statement is filed, the financing statement's effectiveness is continued for an additional five (5) years.

11.2 Amendment. This financing statement may be amended by filing a UCC-3 amendment with the Filing Office. Amendments that add collateral or add a debtor require the Debtor's authorization, pursuant to AS 45.29.509(a). The Secured Party may file amendments that do not add collateral or debtors without the Debtor's further authorization.

11.3 Termination. Within twenty (20) days after the Secured Party receives an authenticated demand from the Debtor, the Secured Party shall file a UCC-3 termination statement if: (a) no Obligations remain outstanding; and (b) the Secured Party is not committed to make future advances or give value. Failure to timely file a termination statement upon proper demand subjects the Secured Party to liability for actual damages under AS 45.29.625.

11.4 Assignment. The Secured Party may assign its rights under this Security Agreement and the related financing statement by filing a UCC-3 amendment/assignment with the Filing Office.

SECTION 12. GENERAL PROVISIONS

12.1 Governing Law. This Security Agreement and the financing statement shall be governed by Article 9 of the UCC as enacted in Alaska (AS 45.29), and by other applicable Alaska law, without regard to conflict of laws principles. Priority of security interests shall be determined under AS 45.29.317 through AS 45.29.339.

12.2 Amendments. This Security Agreement may be amended only by a written instrument signed by both the Debtor and the Secured Party.

12.3 Successors and Assigns. This Security Agreement binds and inures to the benefit of the parties and their successors, assigns, heirs, and legal representatives. The Secured Party may assign its rights without the Debtor's consent.

12.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12.5 Entire Agreement. This Security Agreement, together with the financing statement and the Credit Agreement, constitutes the entire agreement between the parties regarding the security interest granted herein.

12.6 Notices. All notices shall be in writing and delivered to the addresses set forth above by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier.

12.7 Waiver. No failure by the Secured Party to exercise any right shall constitute a waiver. No waiver shall be effective unless in writing.

12.8 Cumulative Remedies. All rights and remedies of the Secured Party are cumulative and not exclusive.

12.9 Electronic Signatures. Electronic and facsimile signatures shall be treated as originals.

PART THREE: EXECUTION

IN WITNESS WHEREOF, the parties have executed this UCC-1 Financing Statement and Security Agreement as of the Effective Date.

DEBTOR:

☐ Individual ☐ Organization

Signature: [________________________________]

Printed Name: [________________________________]

Title (if organization): [________________________________]

Date: [__/__/____]

ADDITIONAL DEBTOR (if applicable):

Signature: [________________________________]

Printed Name: [________________________________]

Title (if organization): [________________________________]

Date: [__/__/____]

SECURED PARTY:

Signature: [________________________________]

Printed Name: [________________________________]

Title (if organization): [________________________________]

Date: [__/__/____]

OPTIONAL NOTARY ACKNOWLEDGMENT

STATE OF ALASKA

[________________________________] Judicial District

On this [____] day of [________________], 20[____], before me, the undersigned Notary Public in and for the State of Alaska, personally appeared [________________________________], known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies).

WITNESS my hand and official seal.

Signature: [________________________________]

Notary Public in and for the State of Alaska

My Commission Expires: [__/__/____]

[NOTARY SEAL]

FILING CHECKLIST

Before filing, verify the following:

☐ Debtor's exact legal name is correct per AS 45.29.503 (search public organic records if organization)

☐ Debtor's mailing address is current and complete

☐ Secured Party name and address are correct

☐ Collateral description is adequate (specific description for security agreement; may use broader description for financing statement)

☐ If fixture filing: real property description and recording district are included per AS 45.29.502(b)

☐ Filing fee is enclosed or payment method is arranged (check current fees at https://dnr.alaska.gov/ssd/recoff/ucc/fees)

☐ Security agreement has been executed by the Debtor (authentication requirement under AS 45.29.203)

☐ If filing covers after-acquired property: security agreement includes after-acquired property clause

☐ Calendar the five-year expiration date for continuation statement filing (AS 45.29.515-516)

☐ If multiple debtors: each debtor's correct legal name is listed

☐ UCC search has been conducted to check for prior filings against the Debtor

☐ Copy retained for Secured Party's records

UCC SEARCH INSTRUCTIONS

To conduct a UCC search for prior filings against the Debtor:

Online Search: https://dnr.alaska.gov/ssd/recoff/ucc/search/

By Mail or In Person:
Alaska Department of Natural Resources
Recorder's Office - UCC Central Filing Office
550 West 7th Avenue, Suite 1260
Anchorage, Alaska 99501-3579
Telephone: (907) 269-8875

Fairbanks Office:
Recorder's Office
1648 South Cushman, Suite 201
Fairbanks, Alaska 99701
Telephone: (907) 452-3521

IMPORTANT NOTICES

DEBTOR NOTICE: By signing this document, you are granting a security interest in your personal property to the Secured Party. If you fail to pay your obligations, the Secured Party may take possession of and sell your property. You should consult with an attorney before signing.

FILING NOTICE: This document must be filed with the Alaska Department of Natural Resources, Recorder's Office, to be effective as a public notice of the Secured Party's security interest. Filing does not create a security interest; it perfects an already-existing security interest created by the security agreement.

NAME ACCURACY NOTICE: Under AS 45.29.503 and AS 45.29.506, a financing statement that fails to sufficiently provide the name of the debtor is seriously misleading and ineffective. Ensure the debtor's name exactly matches the debtor's legal name (driver's license name for individuals; public organic record name for organizations).

SOURCES AND REFERENCES

• Alaska Statutes Title 45, Chapter 29 - Secured Transactions (AS 45.29.101 et seq.)
• Uniform Commercial Code Article 9, as adopted in Alaska
• Alaska Department of Natural Resources, Recorder's Office: https://dnr.alaska.gov/ssd/recoff/ucc/
• UCC Filing Forms: https://dnr.alaska.gov/ssd/recoff/ucc/forms
• UCC Filing Fees: https://dnr.alaska.gov/ssd/recoff/ucc/fees
• UCC Online Search: https://dnr.alaska.gov/ssd/recoff/ucc/search/
• Alaska Civil Rule 82 - Attorney Fees
• International Association of Commercial Administrators (IACA) UCC Model Forms