Orrick.com Orrick Direct Lending
Framework for
Obtaining U.S. Security Interests
Asset
Class
To
"attach"
(i.e. win vs.
the Borrower)
To
"perfect"
(i.e. win vs.
unsecured
creditors)
To have
"priority"
(i.e. win vs.
most other
secured creditors)
Owned
Real Property
Leased
Real
Property
Most Tangible
and Intangible
Personal Property
Intellectual
Property
Shares of
Equity
Debt
Instruments
Cash Deposit
and Security
Accounts
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Mortgage Leasehold
Mortgage
Security Agreement
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Filing with the appropriate
state or county level
filing office
UCC-1 filing
in the jurisdiction
of organization
(or D.C. for
foreign entities)*
UCC-1 filing
plus separate
filing with the
U.S. Patent &
Trademark
Office or
Copyright Office
UCC-1 filing plus
possessing any
original instrument
or certificate
and an assignment
or stock power
endorsed in blank
Possession
(typically
impractical)
Account
control
agreeement
with the
depository
bank
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First in time, first in right. Priority regardless of timing.
  *Special rules apply for rights in: aircraft, railroads, government securities, judgments, commercial tort claims,
  letters of credit, goods covered by certificates of title and certain other unique asset classes.