Presenting a live 90-minute webinar with interactive Q&A UCC3 Financing Amendment and Termination Statements: Avoiding Loss of Lien Perfection or Priority TUESDAY, AUGUST 9, 2016 1pm Eastern | 12pm Central | 11am Mountain | 10am Pacific Today’s faculty features: Jeffrey A. Wurst, Partner, Ruskin Moscou Faltischek, Uniondale, N.Y. R. Marshall Grodner, Member, McGlinchey Stafford, Baton Rouge, La. Jason I. Miller, Blank Rome, New York The audio portion of the conference may be accessed via the telephone or by using your computer's speakers. Please refer to the instructions emailed to registrants for additional information. If you have any questions, please contact Customer Service at 1-800-926-7926 ext. 10. Supplementary Materials UCC3 Financing Amendment and Termination Statements: Avoiding Loss of Lien Perfection or Priority Presented By Strafford Publications August 9, 2016 1 UCC3 Financing Amendment and Termination Statements: Avoiding Loss of Lien Perfection or Priority Table of Contents Unintended Consequences: JP Morgan’s Costly Mistake…………..……………...………3 What’s In a UCC Name Requirement………………..……………………………….…...….5 General Motors Bankruptcy Decision…………………………………………………….......7 General Motors Delaware Supreme Court Decision……………………………………….85 General Motors Second Circuit Decision……………………………………………………99 AEG Liquidation Trust v Toobroo NY LLC………………………………………………...114 Roswell Capital Partners LLC v Alternative Construction Technologies………….……154 Hickory Printing Group, Inc. …………………………………………………………..……164 Four County Bank v Tidewater Equipment Co………………………………….…..….…191 I.R. Toranto v Dzikowski……………………………………………………….……………201 Camtech Precision Mfg…………………………………………………………………..….209 A.R. Evans Company, Inc………………………………………………………………..….220 Carl Lee Jackson…………………………………………………………………..…………232 2 LEGAL LINES Unintended Consequence — JPMorgan’s Costly Mistake BY JEFFREY A. WURST In January, JPMorgan Chase lost a court battle with General Motors’ creditors’ committee regarding the accidental termination of JPMorgan’s UCC securing a $1.5 billion loan. Ruskin Moscou Faltischek attorney Jeffrey A. Wurst dissects the court cases surrounding the notorious GM bankruptcy and resulting fallout from JPMorgan’s costly mistake. D uring its active operating period, the bankruptcy but with one particular UCC-1 financing statement filed of General Motors made headlines daily if, for with the Secretary of State of Delaware. The Main UCC-1 nothing else, its magnitude. The GM bankruptcy covered, among other things, all of the equipment and continues to warrant our attention. The latest develop- fixtures at 42 GM facilities. ments came in January, when JPMorgan lost a court battle In September 2008, the synthetic lease was nearing with GM’s creditors’ committee regarding the mistaken maturity, and GM asked its counsel, Mayer Brown, to termination of the UCC securing a $1.5 billion loan. prepare documents necessary for JPMorgan and its The committee brought an action for a determination syndicate to be repaid and release the security inter- that JPMorgan had relinquished its rights to collateral ests held to secure GM’s obligations. In its decision, the securing the loan. On January 21, 2015, the U.S. Court Second Circuit details how GM’s lawyers prepared the of Appeals for the Second Circuit reversed the decision release and terminated the synthetic lease. In a throw- JEFFREY A. WURST of the Bankruptcy Court for the Southern District of New the-associate-under-the-bus explanation1, the partner at Senior Partner, Ruskin Moscou Faltischek York (Gerber, U.S.B.J.), which held that a UCC-3 termina- Mayer Brown assigned the work to an associate who, with tion statement filed by mistake was unauthorized and the help of a paralegal, searched the records of UCC-1 not effective to terminate the secured lender’s interest in financing statements recorded against GM in the state the debtor’s property. The story that follows should leave of Delaware. They identified three UCC-1s but did not you, at the very least, scratching your head. realize that only two were related to the synthetic lease and the third was related to the term loan. They prepared History a closing checklist and draft UCC-3 termination state- In October 2001, JPMorgan Chase Bank, as administrative ments for three security interests they identified on the agent, provided a $300 million financing to GM by way closing checklist; that is, not only the UCC’s perfecting the of a synthetic lease, secured by liens. UCC-1 financing synthetic lease, but also those perfecting the term loan. statements were filed on behalf of JPMorgan, as adminis- The error was not picked up by the partner at Mayer trative agent, and as the secured party of record. In 2006, Brown. In fact, when JPMorgan and its counsel, Simpson JPMorgan also served as the administrative agent and Thatcher & Bartlett, received the closing checklist and secured party of record on behalf of a completely different draft UCC-3 termination statements, they also neglected syndicate of lenders with regard to the term loan to GM to pick up the error. As a result, on October 30, 2008, in the approximate amount of $1.5 billion. This term loan GM repaid the amounts due on the synthetic lease, and was perfected by the filing of UCC-1 financing statements, Mayer Brown filed all three UCC-3 termination state- ments with the Delaware Secretary of State — including the UCC-3 that erroneously terminated the Main UCC-1. In its decision, the Second Circuit details how GM’s lawyers Bankruptcy Court prepared the release and terminated the synthetic lease. In a GM filed for Chapter 11 protection with the U.S. throw-the-associate-under-the-bus explanation, the partner at Bankruptcy Court for the Southern District of New York on June 1, 2009. As we all recall, the U.S. Treasury Mayer Brown assigned the work to an associate who, with the stepped up and provided GM with a $33 billion DIP help of a paralegal, searched the records of UCC-1 financing financing facility which helped satisfy the $1.5 billion statements recorded against GM in the state of Delaware. term loan owed by GM to JPMorgan. Following the commencement of proceedings, JPMorgan informed the Committee of Unsecured 1 That is this author’s terminology, not that of the court. 52 • abfJournal • MAR 2015 ABFJ-MAR15_BoB.indd 52 2/25/15 9:43 AM 3 Creditors that a UCC-3 termination statement relating amendment other than an amendment that adds collateral covered by a to the term loan had inadvertently been filed, and that financing statement or an amendment that adds a debtor to a financing they had only intended to terminate liens related to the statement only if: (1) the secured party of record authorizes the filing…”). synthetic lease. They claimed the “inadvertent filing” The Delaware court concluded: was unauthorized and ineffective. Notwithstanding, the …for a termination statement to become effective under Committee commenced an adversary proceeding against §9-509 and thus to have the effect specified in §9-513 of the JPMorgan seeking a determination that, despite the error, Delaware UCC, it is enough that the secured party autho- the UCC-3 termination statement was effective to termi- rizes the filing to be made, which is all that §9-510 requires. nate JPMorgan’s security interest in assets securing the The Delaware UCC contains no requirement that a secured term loan and, as a result, JPMorgan was an unsecured party that authorizes a filing subjectively intends or other- creditor on par with the other GM unsecured creditors. wise understands the effect of the plain terms of its own filing. The bankruptcy court, in a nearly 80-page deci- Second Circuit Decision sion, held: “…the Court is unable to agree that there In reaching its conclusion, the Second Circuit quoted the Delaware is a general principle of law that ‘UCC Filings that Supreme Court: Mistakenly Terminate a Security Interest Are Legally Even if the statute were ambiguous, we would be reluctant Effective.’ The question is rather whether they have to embrace JPMorgan’s proposition. Before a secured party been authorized…[and here] the requisite authority authorizes the filing of a termination statement, it ought was lacking.” Thus, the bankruptcy court concluded the to review the statement carefully and understand which UCC-3 filing was unauthorized and, therefore, not effec- security interests it is releasing and why…. If parties could tive to terminate the security interest securing the term be relieved from the legal consequences of their mistaken loan. In the same document the court certified a direct filings, they would have little incentive to ensure the accu- appeal to the court of appeals.2 racy of the information contained in their UCC filings. An Appeal Having concluded that JP Morgan had authorized the UCC-3 termina- The Second Circuit considered the appeal and identi- tion statement, the court turned to the question of whether Mayer Brown fied two questions: 1) what a secured lender must autho- had authority under agency law to effect the filing. From these facts it is rize for the filing of a termination statement, which it clear that, although JPMorgan never intended to terminate the Main Term identified as an issue of statutory interpretation; and 2) whether under agency law JPMorgan granted authority The take-away: Know what you are authorizing when you for the filing of the termination statement. Inasmuch as the Uniform Commercial Code is state (not federal) put your signature to a document, and do not rely solely law, and despite the code being substantially the same on others. This case may result in an extremely expensive state to state, questions of state law were at issue. GM was a Delaware corporation, and the UCC financing lesson for JPMorgan and Simpson Thatcher. statement at issue was filed in Delaware, so the Second Circuit needed a ruling on Delaware law. Accordingly the Second Circuit Court of Appeals certified the Loan UCC‐1, it authorized the filing of a UCC‐3 termination statement that following question to the Delaware Supreme Court: had that effect. “Actual authority . . . is created by a principal’s manifesta- Under UCC Article 9, as adopted into Delaware tion to an agent that, as reasonably understood by the agent, expresses law by Del. Code Ann. Tit. 6, Art. 9, for a the principal’s assent that the agent take action on the principal’s behalf.” UCC-3 termination statement to effectively JPMorgan and Simpson Thacher’s repeated manifestations to Mayer extinguish the perfected nature of a UCC-1 Brown show that JPMorgan and its counsel knew that, upon the closing financing statement, is it enough that the of the synthetic lease transaction, Mayer Brown was going to file the termi- secured lender review and knowingly approve nation statement identifying the Main Term Loan UCC‐1 for termination, for filing a UCC-3 purporting to extinguish the and JPMorgan reviewed/assented to the filing of that statement. perfected security interest, or must the secured Petition for Rehearing En Banc lender intend to terminate the particular secu- On February 4, 2015, JPMorgan filed a Petition for Rehearing En Banc, rity interest listed on the UCC-3? asking the Second Circuit Court of Appeals to rehear/reconsider the Delaware Supreme Court appeal on the grounds that the decision is a departure from existing In considering the question, the Delaware Supreme Court agency law: “that one may be an agent for one purpose does not make focused on the statutory construction of: UCC 9-513 (d) him or her an agent for every purpose.” (“Except as otherwise provided in Section 9-510, upon Watch these pages and abfjournal.com for developments on this the filing of a termination statement with the filing office, important litigation. The take-away: Know what you are authorizing when the financing statement to which the termination state- you put your signature on a document, and do not rely solely on others. ment relates ceases to be effective”); 9-510 (“A filed record This case may result in an extremely expensive lesson for JPMorgan and is effective only to the extent that it was filed by a person Simpson Thatcher. Let it be a lesson to the rest of us as well. abfj that may file it”) and 9-509(d)(1) (“A person may file an JEFFREY A. WURST is a senior partner and the chair of the Financial 2 The normal course would have been to first appeal to the District Court Services, Banking & Bankruptcy Department at Ruskin Moscou and then appeal its decision to the Circuit Court. On rare occasions when it is apparent that a matter will need to be adjudicated by the Circuit Faltischek, P.C., Uniondale, NY. He can be reached at 516-663-6535 Court, lower courts certify the matter for a direct appeal, saving signifi- or at [email protected]. cant time and expense in achieving a final resolution. MAR 2015 • abfJournal • 53 ABFJ-MAR15_BoB.indd 53 2/25/15 9:43 AM 4 PLACE PDF @ 88% REPRINTED FROM THE MAY/JUN 2016 ISSUE, VOL. 14, NO. 4 LEGAL lines What’s In a UCC Name Requirement? When to Use Specific and Generic Names BY JEFFREY A. WURST Revisions in the Unified Commercial Code have made collateral descriptions on financial statements simpler. But there are times when only specific names will do. Attorney Jeffrey Wurst explains when a generic name will suffice and when a specific name is critical to ensure a security interest. A rose by any other name would smell as sweet. an all-asset filing. Simple? It may seem so, but § 9-504, “Romeo and Juliet,” Act II Scene II which deals with the financing statement, must not be Shakespeare may not be of a like mind confused with § 9-108, which deals with the sufficiency with the Uniform Commercial Code when it comes to of description in which a security interest is granted. names. In fact, the UCC is a bit schizophrenic itself on For a security interest to attach, three components that subject. In the almost 15 years since the complete must be met under § 9-203(b): overhaul of Article 9, name issues continue to arise 1. Value must be given. and confuse. 2. The debtor must have rights in the Many of us celebrated the new § 9-504 of revised collateral. Article 9, which simplified the collateral description 3. The security agreement must have a granting to be included on the UCC-1 Financing Statement. clause with a description (in most cases). JEFFREY A. WURST Remember the old way? Collateral descriptions went Partner, Ruskin Moscou However, that description in the security agreement Faltischek, P.C. on for pages. Sometimes the collateral description is not as simple as the one in the financing statement. merely said, “See attached.” Then the filing office lost For guidance, we look to § 9-108, which requires a the attachments. Let’s be grateful those days are gone. “reasonable description.” So isn’t “all assets” reason- Since revised Article 9 became effective in July 2001, able enough? Nope! Section 9-108(c) specifically § 9-504 merely requires “an indication that the financing provides that a super generic description is not sufficient. statement covers all assets or all personal property” for This section contends that simply stating “all of the debtor’s assets” or “all of the debtor’s personal prop- erty” does not reasonably identify the collateral. So, Though the collateral description on the financing statement can be for the purpose of granting a security interest, we must generic, the debtor’s name must be precise. Section 9-503 requires still specify the type of collateral whether it is accounts, contract rights or another specific type. that the name of the debtor appearing on the financing statement be When A Name Must Be Specific the name that appears on the public record in the state where the Though the collateral description on the financing state- debtor is organized (usually the Secretary of State). In other words, the ment can be generic, the debtor’s name must be precise. Section 9-503 requires that the name of the debtor name on the financing statement must exactly match the certificate of appearing on the financing statement be the name that incorporation or similar document on file with the home state. appears on the public record in the state where the debtor is organized (usually the Secretary of State). In 44 • abfJournal • MAY/JUN 2016 SINGLE USE ONLY 5 ©2016 Xander Media Group, Inc. ABF Journal is an Xander Media Group (XMG) publication. The views and opinions expressed in this publication throughout editorial and advertisements are not necessarily those of XMG management. All rights reserved. Reproduction, duplication or redistribution in whole or in part is not permitted without express written permission of the publisher. PLACE PDF @ 88% REPRINTED FROM THE MAY/JUN 2016 ISSUE, VOL. 14, NO. 4 other words, the name on the financing statement must identify the rights assigned.” The court considered that exactly match the certificate of incorporation or similar § 9-406 does not describe with specificity the requisites document on file with the home state. For example, a of notice. It went on to observe that case law held that filing against CW Mining Company is insufficient to notice via a telephone call actually received was suffi- perfect against the assets of C.W. Mining Company. So, cient but “bare actual notice” was not. Another Texas in naming a debtor on a financing statement, a rose by appeals court held that actual notice of an assignment any other name is unperfected. “embraces those things that a reasonably diligent Financing statements and security agreements inquiry and exercise of the means of information at are not the only place where a collateral description hand would have disclosed.” It also noted that where comes into play. UCC § 9-406 contains one of the most “an obligor has such knowledge of facts as is sufficient fundamental rights of an asset-based lender or factor: the right to place account debtors on notification. That notification may be given by the secured party or by the debtor and is often given by the debtor at the onset The Court of Appeals noted that § 9-406 provides: “. . of the lending or factoring relationship, when they are . an account debtor . . . may discharge its obligations all on good terms. (After default, notification under § 9-607 is given by the secured party.) Notification by paying the assignor until, but not after, the account under § 9-406 is ineffective “if it does not reasonably debtor receives a notification . . . that the amount due or identify the rights assigned.” This section does not to become due has been assigned and that payment is prohibit super generic descriptions. The U.S. Court of Appeals in Dallas recently to be made to the assignee.” considered the reasonableness of the rights identified in TemPay v. Tanintco. TemPay is a factor, and Tanintco is an account debtor of A-1 Source Group, TemPay’s factored client. The lawsuit did not dispute that the notification letter sent by TemPay was directed to to put him on inquiry about an assignment, he is not “Tangent” instead of Tanintco, nor that it was directed to entitled to rely only on statements made to him by the the “accounts payable manager,” even though Tanintco assignor after receiving such information.” did not have such a position. It does not dispute that the The Court of Appeals cited another Texas court that letter instructed the account debtor to pay “A-1 Source said, “The only requirement is that the notice reason- Group, LLC” instead of TemPay and identified “A-1 ably identify the rights of the assignee and reasonably Source Group, LLC” as the assignor when the correct demands payment to the assignee. What is ‘reasonable’ name of the company was “A-1 Source Group, Inc.” must be determined by the particular facts of each case.” The letter does stipulate that the notification instruc- The court went on to conclude that despite the tion could only be changed in writing from TemPay. patent errors in the notification, the evidence raised a Notwithstanding, Tanintco made payments on its genuine issue of material fact as to whether the noti- account for a year despite the notification letter errors. fication reasonably identified the rights assigned. The Tanintco subsequently ceased making payments, Court of Appeals reversed the summary judgment and and TemPay sued, ultimately bringing a motion for remanded the matter back to the trial court for further summary judgment. Tanintco brought a cross-motion proceedings, leaving it to the trial court to determine for summary, in part, claiming that TemPay’s notifica- whether the notification was reasonable notice. tion was ineffective as a matter of law. The court denied So what are the take-aways? TemPay’s motion and granted Tanintco’s cross-motion rendering a take nothing judgment on TemPay’s claims 1. Be certain that the debtor’s name is correct in a financing statement, but a reasonable against Tanintco. TemPay appealed the ruling. identification of the debtor will suffice in a The Court of Appeals noted that § 9-406 provides: notification. “. . . an account debtor . . . may discharge its obligations 2. Specifically describe the collateral in a security by paying the assignor until, but not after, the account agreement, but all assets are reasonable in a debtor receives a notification . . . that the amount due or financing statement and a notification letter. to become due has been assigned and that payment is to be made to the assignee. After receipt of the notifica- Simple errors can be costly, while avoiding them is tion, the account debtor may discharge its obligation by inexpensive. Avoid having to be reminded: paying the assignee and may not discharge the obliga- What’s done cannot be undone. “Macbeth,” Act V tion by paying the assignor.” Scene 1. abfj When Is Notice Effective? JEFFREY A. WURST is a partner at Ruskin Moscou The court also noted that § 9-406 expressly provides Faltischek, P.C. in Uniondale, NY where he chairs the firm’s that notice is “ineffective” if it “does not reasonably Financial Services, Banking and Bankruptcy Department. MAY/JUN 2016 • abfJournal • 45 SINGLE USE ONLY 6 ©2016 Xander Media Group, Inc. ABF Journal is an Xander Media Group (XMG) publication. The views and opinions expressed in this publication throughout editorial and advertisements are not necessarily those of XMG management. All rights reserved. Reproduction, duplication or redistribution in whole or in part is not permitted without express written permission of the publisher. 09-00504-reg Doc 74-1 Filed 03/01/13 Entered 03/01/13 15:02:16 Exhibit Decision on Cross-Motions for Summary Judgment Pg 1 of 78 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK : In re: : Chapter 11 Case : MOTORS LIQUIDATION COMPANY, f/k/a GENERAL : Case No. 09-50026 (REG) MOTORS CORPORATION, et al., : : (Jointly Administered) Debtors. : : OFFICIAL COMMITTEE OF UNSECURED : CREDITORS OF MOTORS LIQUIDATION COMPANY, : : Plaintiff, : : Adversary Proceeding against : : Case No. 09-00504 (REG) JPMORGAN CHASE BANK, N.A., et al., : : Defendants. : : : DECISION ON CROSS-MOTIONS FOR SUMMARY JUDGMENT APPEARANCES: DICKSTEIN SHAPIRO LLP Counsel for the Official Committee of Unsecured Creditors of Motors Liquidation Company 1633 Broadway New York, New York 10019-6708 By: Barry N. Seidel, Esq. Eric B. Fisher, Esq. (argued) Katie L. Cooperman, Esq. KELLEY DRYE & WARREN LLP Counsel for Defendant JPMorgan Chase Bank, N.A. 101 Park Avenue New York, New York 10178 By: John M. Callagy, Esq. (argued) Nicholas J. Panarella, Esq. Martin A. Krolewski, Esq. 7 09-00504-reg Doc 74-1 Filed 03/01/13 Entered 03/01/13 15:02:16 Exhibit Decision on Cross-Motions for Summary Judgment Pg 2 of 78 Table of Contents Introduction ..................................................................................................................................... 1 Facts ................................................................................................................................................ 6 A. Synthetic Lease Origination ................................................................................................... 6 B. Term Loan Origination........................................................................................................... 7 C. Synthetic Lease Termination .................................................................................................. 8 1. The Synthetic Lease Termination Agreement .................................................................... 9 2. The Synthetic Lease Closing Checklist ............................................................................ 12 3. The Unrelated UCC-3 ....................................................................................................... 14 4. The Synthetic Lease Escrow Agreement .......................................................................... 16 5. The Synthetic Lease Transaction Payoff .......................................................................... 20 6. GM’s Understanding ......................................................................................................... 20 D. Subsequent Events ............................................................................................................... 21 Discussion ..................................................................................................................................... 22 I. Summary Judgment Standards ................................................................................................. 22 II. Choice of Law ......................................................................................................................... 23 III. Effectiveness of the Unrelated UCC-3 .................................................................................. 24 A. The Requirement for Authorization .................................................................................... 26 B. Was Authorization Granted? ............................................................................................... 30 1. Actual Authority .............................................................................................................. 31 2. Apparent Authority ........................................................................................................... 53 3. Ratification ........................................................................................................................ 55 C. The Committee’s Other Arguments .................................................................................... 57 1. Implied Authority.......................................................................................................... 57 2. “UCC Filings that Mistakenly Terminate a Security Interest Are Legally Effective.” 59 IV. Certification to Circuit ........................................................................................................... 72 Conclusion .................................................................................................................................... 74 8 09-00504-reg Doc 74-1 Filed 03/01/13 Entered 03/01/13 15:02:16 Exhibit Decision on Cross-Motions for Summary Judgment Pg 3 of 78 ROBERT E. GERBER UNITED STATES BANKRUPTCY JUDGE: In this adversary proceeding under the umbrella of the chapter 11 case of Motors Liquidation Company, formerly known as General Motors Corporation (“GM”), plaintiff Official Committee of Unsecured Creditors (the “Committee”)1 seeks a determination that the principal lien securing a syndicated $1.5 billion term loan (the “Term Loan”) that had been made to GM in November 2006 was terminated in October 2008, before the filing of GM’s chapter 11 case—thereby making most of the $1.5 billion in indebtedness under the Term Loan unsecured. The defendants are the syndicate members who together made the Term Loan (the “Lenders”) and JPMorgan Chase Bank, N.A. (“JPMorgan”), the agent under the facility.2 The action presents issues as to Uniform Commercial Code (“UCC”) filings that are commonly used in secured financings: a UCC-1 initial financing statement (“UCC-1”), with which a security interest can be perfected, and a UCC-3 financing statement amendment (“UCC-3”), with which, among other things,3 the effectiveness of an earlier UCC-1 may be 1 When GM’s Plan of Reorganization (the “Plan”) was confirmed, after this adversary proceeding was commenced, the Committee’s right to pursue this litigation devolved to one of several trusts created under the Plan—the “Avoidance Action Trust.” For simplicity, the Court continues to refer to the plaintiff here as the Committee. While the Committee continues as plaintiff, there is a controversy, not yet resolved, as to the rights to any proceeds of this litigation. Although the United States Treasury (“Treasury”) disclaimed a lien on the litigation proceeds when it extended its DIP financing, Treasury later contended that it could nevertheless reach those proceeds ahead of GM’s unsecured creditors by reason of Treasury’s rights to a “superpriority” claim. This Court’s determination in favor of the Committee as to that contention, on cross-motions for summary judgment in a separate adversary proceeding (brought by the Committee to address unsecured creditors’ tax needs at the time, and to avoid prosecuting an action that if successful but benefitting someone else would be contrary to unsecured creditor interests), was later vacated on ripeness grounds by a judge of the district court. See Official Comm. of Unsecured Creditors v. U.S. Dept. of the Treasury (In re Motors Liquidation Co.), 460 B.R. 603 (Bankr. S.D.N.Y. 2011), vacated on ripeness grounds, 475 B.R. 347 (S.D.N.Y. 2012). But unless this Court’s determinations with respect to the present controversy, discussed below, are later reversed, neither Treasury nor GM’s unsecured creditors will have litigation proceeds to claim, and that controversy will now turn out to be moot. 2 Appearances by the Lenders in this adversary proceeding were deferred while threshold issues, addressed in this decision, were addressed. 3 Other things can include the continuation of an earlier initial financing statement, the assignment of a security interest, or the deletion of identified collateral. But one of the boxes that can be checked on a 9