 Again, control is absolutely necessary for perfection, but once you have perfection, the next question is priority. And the priority rules follow what you would otherwise, more or less, believe. The depository bank as secured party has control and has first priority. They may or may not give that away in a control agreement to somebody else, but they don't necessarily have to. If in fact a third party, if we take the third way where the secured party is actually the owner of the account, that's kind of the best way, but also kind of the most inflexible. And notice also that these control methods really don't have a public notice component, other than the fact that there's a bank involved in the transaction. You can deal with a debtor, and you know they have a bank account, but even if you ask the bank to have a security interest, they're not required to tell you. And you have to rely on kind of what the debtor says or the debtor does. Moreover, because priority goes to control and it doesn't have a filing component to use a 25 cent word, it's non-temporal. That is to say control defeats any time, if in fact you have a situation in which an inventory lender's proceeds winds up in a deposit account. Which is the real prototype transaction where that could occur? That could occur. And the debtor owes obligations to both the depository bank and the secured party. The depository bank has priority. Say that again, because it's your priority. The depository bank has priority regardless of when the deposit account was created. It could have been created the nanosecond before the proceeds got in there. As long as they have control, they will defeat any other security interest other than through the control. And there's no filing system by where that inventory lender could have understood that to happen. So in essence, you must assume that any bank account is going to be subject to a security interest. They'll get subordination agreements or waivers or whatever it is in those circumstances. My guess is that non-bank lenders of sufficient size will enter into master agreements with various banks. That is happening. That was actually happening under former. So at a large level, this can be problematic in the non, if you will, the non-everyday situation where you have a sale of a business and someone takes back a security interest to secure. Amateur lenders. I mean, it's always made the best cases anyway. Those have always been the best cases. The amateur lenders are going to have some problems with this. You made the loan sort of documented out of the law firm's corporate department. Right. Ed Smith. I was going to say that there's too much there even to comment upon. But once you get this, again, the default enforcement, kind of the fourth thing I wanted to talk about is important because here the code says, in essence, if you're going to take a security interest, you'll be subject, if you proceed, pursuant to that security interest to the commercial reasonable rules under 9607. So you're going to have to, you can just take the money out or yes, you don't really take the money out because it's an intangible obligation. You can just apply it and reduce the obligation over to the debtor. But at the same time, there's an interplay with a set off offset and the like where the code is very clear that even if, unless you have this third type of control where the secured party is actually the account holder, a bank, a depository bank's right of set off is superior and the bank can choose, the depository bank can choose whether it wants to proceed by set off or whether it wants to proceed by enforcing whatever security interest that it has. So you have a situation here where from I think coverage to creation to perfection banks really, depository banks in particular have a particularly strong position and that was more or less intentional throughout the process as I understand it. The Federal Reserve System wanted to ensure the free flow of funds through the system and they more or less insisted on this kind of system in order to make sure there was no question that money was going to flow through kind of the system. Now how does this impact in bankruptcy? A couple of points just to make and then I'll go on to the consumer stuff. You've got about 10 minutes for your section. Okay, thanks. There's going to be 364 issues because if every bank puts in a signature card you've got to give a security interest, you can't do that in bankruptcy without getting a court order. Moreover, you may have this as you kind of walk in so you almost have to assume this may be an issue for the United States trustee's office but you're almost going to have to assume that almost every bank is going to want to take this kind of industry standard or now industry standard security interest. So that's going to be something you're going to have to kind of watch on an ongoing basis. Second, as I mentioned before, because of the definition of consumer transaction, you are going to get a lot of Chapter 13 debtors who may, you know, the failed garage entrepreneurs, if you will, who are going to come in with deposit accounts encumbered and that may be contrary to their notions or expectations and how that kind of works through or how people wake up to that will be kind of an expanding notion. It will be interesting to see how the rules of contract law in terms of what you thought you were giving kind of meet the rules of Article 9. Also in Chapter 13, as we all know, the cram down of a residential mortgage, for lack of a better term, is circumscribed, can't be done in many cases, if it's secured only by, if the mortgage is only secured by the primary residence. Now if someone takes a blunder bus or a shotgun approach and takes a deposit account, have they now, for purposes of the Chapter 13 cram down statute, taken some other item of collateral, which means they put their home mortgage. You mean they should have a Chapter 13 form and a non-Chapter 13 form? Right. Yeah, if you're going to file a Chapter 13 check here. So there are going, or there may be some problem, and the Chapter 13 cases are such that even if someone unintentionally takes it, they can't release it later on. In order to get the benefit of being able to be crammed down. So those issues are going to come up. But the one that's going to be the most interesting in some cases is, and law professors love circular priority, is going to be the situation where, say you have a depository bank, an inventory lender, both are owed money, and the depository bank, let's just say, is undersecured. And let's say the inventory lender is oversecured. Inventory lender sells goods, debtor sells goods, deposits the proceeds in the bank. Then they file bankruptcy. What happens? Well, the proceeds rules are still there. So if we just looked at the inventory lender and the debtor, the inventory lender would clearly be able to trace the proceeds and would say, I've got a perfected security interest. The depository bank will say, I may be undersecured, but I've got priority over the inventory lender. And you now have this kind of weird circular priority, because then the debtor will say, yeah, but you're undersecured. If you've got a transfer within 90 days before bankruptcy, that's preferential. So you think that the deposit into the deposit account would be a transfer? I think there is an argument, both ways, as to whether or not that's a transfer. Most of the law was developed in an area where the only thing you had to really worry about was set off and not liens. I think the definition of transfer in the bank is broad enough to bring that in. I agree. The question is whether the deposit account is the collateral or whether it's the separate deposits going into the account that's there. I've analogized, because a lot of times, for example, on receivables, if the receivables value increases, no one ever says that's a preference. You have a lot of things about planting the seed and the crop growing during that period. Right. What you guys, is a bank account like a lump of gold that increases in value before you file, or is like a bunch of lumps? They just gave you a couple nuggets ahead of time. I don't know. My bank account would. I don't put anything in it. You should start telling us a little bit about a few consumer things in the few minutes. By the way, David, with one point that we should really mention here, though, which is, I think, relevant in bankruptcy to deposit accounts, and that is, there is a provision that, unless the secured party essentially blocks money coming out of the account, that when the debtor writes a check against the account, the person who gets the check and gets the money takes free and clear. I think that's going to be useful to bankruptcy attorneys, debtor bankruptcy attorneys, who get their retainer checks. Yeah, the free transfer of the money because there's a lot of law out there about tracking retainers and when it's what the effects are. It's going to be very hard for the secured party to say that retainer check is my collateral. Under prior law, all you had was some comments in 9306 that said it was an ordinary course of business. Of course it took free. Who knows what that meant? It was probably a reference to fraudulent transfer law. But that author didn't mention that it is article. But now the rule in 332B, 9332B, is that if in fact you're not in collusion and the money funds come out or transfers come out free. And in fact, I think it will help in that situation, it may help in some other situations, but thanks for bringing that point. Sorry about the consumer stuff. Let's go on. Well, the consumers is an interesting story. Now as before, in old article 9, there were various consumer provisions, especially in the remedies provisions, and some of those carry forward. There are special forms of notice, you'll see in the 9600 series, that consumers ought to get some safe-harm reforms that relate to consumer provisions. Right, default provisions, the consumer goods provisions. Because we haven't been able to talk today about much default area. So the consumer area allows us to just touch on that and see where the consumer rules are a bit different. Right. One of the things that's in revised article 9 for commercial transactions is that there's a presumptive time of notice, a period of notice, that does not apply to consumers. There's no consumer right of the waiver of redemption, although there is for other commercial matters. Also, a new thing under the code is for commercial matters, under certain circumstances, you can have partial strict foreclosure. That is to say, the secured party in the debtor can agree, the secure party will take back some of the collateral and will assign a value to it. And that much debt will be extinguished on taking it back. That is not available. Specific procedural rules for how they do that. About how an offer and all that sort of stuff, that does not apply to consumers. That's only going to be to, again, that's non-consumer transaction aspects. Now there may have been more. There was going to be more or more consumer rules. And during the drafting process, and the people who were present can speak to it more so than I who was not present, there came, and this has been a problem I think in a lot of the UCC and uniform laws, it came to be looked like there was almost two codes. One for consumers and one for non-consumers. And as these rules kind of piled up and piled up, it turned out that at one point the consumer representatives, for one reason or another, thought that old Article 9 was better for them than revised Article 9. And so in the process, in a couple places, there's a retreat. There's an exact and explicit notion that consumer rules aren't even supposed to be handled or even supposed to be touched on. Now two examples I want to talk of, and we'll put some slides up. First is in the definition of what a purchase money security interest, important in bankruptcy for 522F purposes, also important. There are extensive rules in 9103 for when a purchase money interest can be transformed, when it has dual status. Now if you can take a look on the screen, 9103H says as follows. And this is after all these rules have been delineated, 9103A through G. It says the limitation of the rules in subsections E, F, and G to transactions other than consumer goods transaction is intended to leave to the court the determination of the proper rules in consumer goods transactions. The court may not infer from that limitation the nature of the proper rule in consumer goods transactions and may continue to apply established approaches, whatever those may be. Did you say may not infer? The jury should disregard the last statement. That's right. As I think Ed is called, this is the Wizard of Oz rule. Forget those commercial rules behind the curtain. That's an odd statutory language to tell a judge what to do, I would say. But it was so nice they did it twice. They repeated this language with respect to the rule with respected damages for non-compliant dispositions. For example, there was a split between what people call the set-off rule, the rebuttable presumption rule, and the absolute bar rule. For commercial transactions, the rebuttable presumption rule has been made. These are transactions where it's just to set the tone. There's been a default. There's been a sale. And now the sale has been determined not to be commercially reasonable. And the question is, what does the court do? And these will come up in deficiency actions where the secured party will come in and say, I'm owed a deficiency because the collateral wasn't enough to cover the debt. The response on the debtor was, well, if you'd done it right, you would have gotten enough. The same thing, we have the rebuttable presumption rule and some evidentiary indications in 9.626. But 9.626B, again, up on the screen now, has the same kind of language that I read from 9.103B, ending with the court may not infer from that limitation the nature of the proper rule in consumer transactions and may continue to apply established approaches. Now, as you point out, this is very odd statutory language. This is statutory language saying, here's a whole bunch of rules, now ignore them. And go and apply either established approaches or what. There's really very little guidance in the statute as to what appropriate differences for consumers ought to be, leaving this to be not only non-uniform, because it will be, but also making the lives for the people hearing this broadcast and for Judge Hillman, I think, terrible, because there's no indication as to what the relevant standard is for such arguments. We're not real sure anymore what's a good argument. This is a consumer and they didn't know as much, or the rule ought to be different than consumers because the collateral's a different type. There's all sorts of arguments to be made that can be made. I think Judge Hillman was saying it's going to take 20 years. This one is going to be permanently modeled. Well, this will be a very interesting area, because they've changed the rule for commercial transactions. They've said it is not the absolute bar rule. And they've said we leave it open for the consumer. So those are some interesting areas we need to move on. But we really thank you very much for that. The only other thing to add here is that, although this is unfortunate, and I know the reporters in particular did not like those provisions, there was no agreement. And this was the only way. This was a meltdown. This was the only way to get revived. I mean, you see that in other places, I mean, for example, in terms of the inability to specify a tracing rule on proceeds, there are other places where Article 9 refuses to be uniform. But one thing that's real important in wrapping this piece is that, and we haven't mentioned this, it is truly extraordinary that Article 9's been passed in all 50 states. And that really, and I think one of the pieces is probably some decisions were made like that in the notion that consumer groups and others wouldn't have a public. That's exactly right. It was a very pragmatic decision to get the benefits of the statute for everyone else. The good was not held hostage to the best. Because of the many changes, particularly the new rules for where to perfect a security interest, the transition is a complex one. Ed Smith, you served on the drafting committee with Judge Hillman, so you're in excellent position to wrap up this program and to tell us about navigating the transitional waters. Well, yeah. I mean, how do you get to revised Article 9 from former Article 9? Judge, you remember, we got to the transition rules last. After 12 years of working on it. Of whatever. Well, my position is when we're drafting a statute, the stuff you get to last, you're tired, you don't do it as well. And now we have the transition rules, which Ed can explain. Well, I think. Well, as they can explain. It's not Ed's fault. I'll just be thankful that we have 50 states that passed, even though we've got a few minutes. We have 50 states that passed. And we should mention that in four states, the effective date, the uniform effective date of July 1, 2001, was deferred to a later date. And so in Connecticut, it's October 1. And in Alabama, Florida, and Mississippi, it's January 1, 2002. And let's put aside for a second the fact that we have these four states with deferred effective dates. Because certainly on January 1, 2002, everybody will be online. What you're going to find is that there is a Part 7 to Revised Article 9 that deals with the transition rules. And when you look at these rules, they are very skeletal. As you can imagine with all the changes we've talked about, if we were going to be very detailed about the transition rules, the transition rules might equal the rest of the statute. So you find these skeletal rules. But you also have official comments. And the official comments are very helpful and instructive in understanding what these skeletal rules are. Now, I've been accused of saying that you should really read the official comments. And only if you find an ambiguity should you go to the statute. But I could also make your article, because there's two articles that Ed and Harry Sigmund did that are truly extraordinary. Maybe they should be the statute. I don't know. Well, what we did was we tried to make it a little easier, a little user-friendly for the practitioner. And you did a great job of it. Well, it was something that had to be done. Thank you. So July 1, 2001, has come. And Revised Article 9, in most states, has become effective. And one of the things that we all find is that Revised Article 9 becomes immediately effective and even applies to existing transactions, unless we find some sort of exception in Part 7 that says otherwise. So let me get this straight. If, in fact, I've got a foreclosure I'm holding tomorrow on our security interest that was created a year ago, tomorrow being in July of 2001, it's governed by new Article 9? That's right. That's right. In other words, you could do today the type of partial strict foreclosure that you were talking about if you comply with those rules under Revised Article 9, even though that security interest was granted two or three years ago. And the only real quirk here is when you have collateral that was outside of the scope of old Article 9 that is brought into Revised Article 9, then you have a choice. If you're dealing with a commercial tort claim, for example, you can either foreclose following the Revised Article 9 rules, or you can follow the clear, concise, readily discoverable rules of other law that told you how, before Revised Article 9, you can foreclose on a commercial tort claim. It will not affect, of course, litigation that's pending on July 1, 2001. So let's say there was a lawsuit that was pending as to whether 12 days notice was a reasonable notice of a foreclosure sale. One of the things we didn't talk about was that under Revised Article 9, in a commercial transaction, 10 days notice is, per se, reasonable. So you couldn't get into a situation where the defendant says, well, this is now, per se, reasonable under Revised Article 9. That would be interpreted under a law. Now what do we do with those old security agreements that were out there on those old deals? Because we've heard from Judge Hellman about these changes in collateral descriptions. So let's suppose the secured party took a security interest in a general intangible that flips to becoming an account under Revised Article 9. Does that mean on July 1, 2001 that security interest now deattaches because the security agreement doesn't reasonably describe the collateral? Of course not. I mean, you have an official comment here that tells you that it's just a matter of contract interpretation. A security agreement is an agreement. Article 1 defines the agreement as the bargain in fact of the parties. The bargain in fact of the parties was, of course, the fact that the secured party got a security interest in whatever was general intangibles at the time that the security agreement was entered into. I'm more concerned about those security agreements that define Article 9 or define the UCC as Article 9 or the UCC as in effect from time to time, because then there's the argument that the parties were allocating the risk of a change of law which affected the definitions. That's a matter of their individual contract. That's exactly right. And so we look at this as a matter of contract interpretation. And I know a lot of institutional lenders have gone back and they've really looked at their security agreements and a lot of them are offering amendments to their customers, either in connection with other amendments or otherwise to nail that problem. Now, if we were dealing with a security interest that was perfected by a means other than filing under a former Article 9. And July 1, 2001, which has occurred. And now we need to worry about whether that method is a permitted method for perfection under revised Article 9. It may not be. We may find a situation where let's say, we talked about notice to a Bailey that there was notice given to a Bailey that's no longer a permitted method of perfection under revised Article 9. Does that mean that the security interest is now not perfected? Well, no, you have a grace period of a year, a year to go out and either get acknowledgement from that Bailey in an authenticated record during that one year period or to perfect by some other method that is permitted under revised Article 9. So if that Bailey was holding an instrument, let's say, and under revised Article 9, now you can perfect by filing as instruments the secured party can perfect by filing. And Part 7 gives the secured party automatic authorization to make that filing where it's continuing the perfection of a pre-effective date financing system. And that's a one-year sort of grace, not called grace period or whatever it says. To perfect by, to perfect. Get it right on the revised Article 9. That's right, to perfect under revised Article 9 where you have not perfected under former Article 9, or we have perfected under former Article 9, but you did it in a way that wasn't effective under revised Article 9. It was good in the old days and it's not good. That's right. And once again, we're talking about perfection by means other than filing. Because when we move to filing, which is where most of the perfection action is, as we all know, we have a few more complicated rules. The first thing to bear in mind is that all those old financing statements that were filed before July 1, 2001, and that were effective to perfect under former Article 9 will still work for a while. In other words, let's take a very simple example. Let's suppose we had a debtor that had his chief executive office in New Jersey. The secured party back in 1999 had perfected a security interest in accounts by filing of the secretary of state's office in New Jersey, but this debtor is a New York corporation. So on July 1, 2001, under revised Article 9, the place to perfect by filing is in the secretary of state's office in New York, not New Jersey. We only have a New Jersey filing. Does that mean the secured party is unperfected on July 1? No. That New Jersey financing statement is still going to have life under revised Article 9 until the earlier to occur of its normal lapse, or June 30, 2006, and June 30, 2006 is just a date by which we wanted to clear the debts to make sure that everybody had pretty much moved into the new filing system and the new choice of law rules. So that does mean, of course, that if someone is lending to this New York corporation in, let's say, 2003 and searches in New York and the search comes up clean, that that person should just not rely on the New York search because these old financing statements will still have some life for a while. That searcher is going to have to ask, at least for a while, where would I perfect under revised Article 9 search there, New York? Where would I have perfected under former Article 9 New Jersey search there? So what do you do when you gotta renew this financing statement? Now it's coming up for lapse, and let's suppose instead of this debtor being a New York corporation, it was a New Jersey corporation. So, you know, Marabelle Dick, too, you know, you filed in the right place under former Article 9. And under former Article 9, they were... They're okay. And under revised Article 9, you would file in the same office. So there's really no change in the place to file to perfect between former Article 9 and revised Article 9 and that scenario. You file a normal continuation within the normal six month window before lapse. Very simple. Now, what happens though if this is not the New Jersey corporation, it's the New York corporation. Now the New Jersey financing statement is coming up for lapse. The place to file is not New Jersey under revised Article 9, it's New York. How do you continue a New Jersey financing statement in New York? And the answer is we have something fairly new and unique under revised Article 9. We have... You file a new financing statement in New York. It's an initial financing statement. But it refers back to the New Jersey financing statement. It refers back to the date on which the New Jersey financing statement was filed, to the filing office, to the file number. It has a statement on it that that filing continues in effect. And the whole idea here is to make sure then that someone searching in New York would find that financing statement and realize that priority is claimed back by the secured party to the date on which it filed the New Jersey financing statement. And the buzzword for this, the buzzword for this is an in lieu initial financing statement. Because... It's LIEU. LIEU in lieu. Because it is in lieu of the continuation statement that would have been filed in New Jersey if we had been dealing with a New Jersey corporation instead of a New York corporation. Now, remember we also have, as Linda mentioned, these requirements for filings that are made on or after July 1 that you need to have the debtor's name secured party's name, the indication of the collateral, you need to have some other information to avoid the risk of filing office rejection. So when you do these continuations, whether you're doing the true continuation statement when we have the New Jersey corporation or you're doing the in lieu initial financing statement when you have the New York corporation, that's when you gotta play by the revised article nine rules. That's where you gotta make sure that you really have all this information. That's where you gotta make sure that you use the revised article nine collateral terms. So if your old financing statement had referred to general intangibles, which were now accounts, you gotta be referring to the accounts when you do the renewal and play by the revised article nine rules. Now, there are a couple of things about this in lieu initial financing statement I'll just mention very quickly and that is that when you file and the secured party files that in lieu initial financing statement, the longevity of that financing statement is usually going to be five years from the date on which it is filed. So when it's filed in New York in 2001, that will have a five year life in 2001. It has no relationship to the longevity of the New Jersey financing statement which would have normally expired in 2004. Second thing is there's no six month window to be concerned about in New York. This is a brand new filing. The New York filing office has no six month window to police because there's no other filing in New York. So you can file it outside of that six month window. You can file it really at any time and a lot of lenders have been institutional lenders have been filing these as a matter of course, well before their pre effective date financing statements would normally lapse. And then that regard, then they'll have sort of a certain record under how their perfection under revised article nine in the right place that have that date down. That's right. So when it comes down to doing amendments and things of that sort, it's very easy to do. There's another advantage too to this in lieu initial financing statement and that is you are not confined to just continuing one pre effective date financing statement at a time. And you can have, the lender could have deals out there where financing statements have been filed in 40 states, let's say. So it could if it wanted to continue all 40 of those financing statements if they were not filed, if they were filed outside of the state in which you can file the in lieu by doing the in lieu initial financing statement. And then they could, if they had to do an amendment or something after that they would be able to do it in the one jurisdiction. Be very easy, be very easy to do. Now we are filing a finding right now that these financing statements, these pre effective date financing statements need to be amended. So how do you amend these financing statements? Well, if a financing statement was filed under old article nine in the office in which you'd filed to perfect under revised article nine it's very easy. You just file an amendment in that office whether they did or changed his name or you're adding collateral or releasing collateral or terminating or whatever. But go back to my example now of the New York corporation and the debtor with the chief executive office in New Jersey and let's suppose that the debtor changes its name. And so now it's necessary to do a new filing that Linda talked about to pick up after acquired collateral after four months with the date of the change of name. How do you then make that amendment? That's when you really gotta do the in lieu initial financing statement. You've gotta do that in New York and make that change in the New York filing. You can't really go back to the New Jersey filing. And that was a policy choice. The policy choice really was we wanted to get these old filings moved into the right article nine file, the right revised article nine filing office at the earliest possible point. But we didn't wanna do it in such a way as to disrupt people right away. We didn't want to make it a matter of systemic risk. So the idea was renewals, amendments, those are the times when it makes sense to try to move the files instead of waiting to the end of the particular lapse period. So then we have priority issues. Which is, well what happens if you took a security interest before the effective data revised article nine and you were in a first position and because the statute was enacted you're now in a junior position? Well how could that happen? It could happen in some crazy ways but one just to give one weird example would be okay you have a secured party who took a security interest in a debtor's interest under a letter of credit as beneficiary under a letter of credit and the old way to do that under former article nine was for the secured party if the letter of credit was written to take possession of that letter of credit. Well possession of a written letter of credit is no longer a permitted method of perfection under revised article nine. What you really should do is get control of the letter of credit which means to get consent from the issuer to pay the proceeds to the secured party. Now suppose some other lender had gotten control. Does that mean that on July 1, 2001 because a control interest beats a non-control interest that that particular lender wins? No, priorities that were established before the effective date are not reversed merely by revised article nine coming into effect. Now there are some very complicated permutations of these priority issues but I think they're really more out there in terms of mental gymnastics because most of the time secured parties are gonna do the right things to protect themselves. They're gonna follow the in lieu initial financing statements that they need to and the like before this comes up. Now we have the added complication of the fact that we have four states with delayed effective dates and a lot of people say to themselves today and this does have some bankruptcy implications that well if my transaction has nothing to do with any of those four states when I close a transaction today why should I worry about former article nine? Well the problem is this. Let's just take a very simple example for a second. The debtor is a Delaware corporation and it has goods that are located in Connecticut and the deal is closing today and Connecticut's revised article nine doesn't go into effect until October one. So secured party would file a financing statement in Delaware that perfects a security interest in all of the debtor's assets in which you can perfect a security interest by filing including the goods located in Connecticut. But what happens if that security interest is challenged in a Connecticut court before October one? The Connecticut court is going to then look to its article nine presumably and its choice of law rules in its article nine. That's gonna be the former article nine choice of law rules that says for ordinary goods you need a filing where the goods are located and I'm afraid that Connecticut court is going to say well without a filing in Connecticut you're out of luck. Now what if those goods were located in Massachusetts which has enacted revised article nine? You don't have that risk then of the challenge in Massachusetts creating that result. But let's suppose the debtor has a subsidiary that is incorporated in Mississippi and it files for bankruptcy in Mississippi before January one and it consolidates administratively the debtor with the Mississippi filing. Now the Mississippi bankruptcy court I think although Judge Homan and I have gone back and forth on this but I would think the Mississippi bankruptcy court would then look to Mississippi's article nine and choice of law rules. What you're going to find is that Mississippi then still has the former article nine which says you need a filing in the place where the goods are located. That is Massachusetts and it's not the choice of law rules in Massachusetts it's the internal law rules you need a filing in Massachusetts and because Massachusetts has revised article nine not old article nine you don't need a local filing you need a filing in the Secretary of State's office in Massachusetts without that filing you're out of luck. So I think that for the stub period until January one 2002 the most prudent thing for secured parties is going to have to be to perfect in the way that you would have under former article nine in addition to perfecting under revised article nine. Because you might come in contact with one of those four states that still has a tail period. That's right, if the security interest is challenged in one of those four states you're gonna have that issue. So those are the bumps along the road for transition but hopefully when it gets behind us past these when we get past these bumps it'll be a more elegant filing Well plus all 50 states having passed it even though we have this four month period I mean we've dodged a lot of bullets. It's a definitive period. Here's an unfair question Ed. When can we forget about all the transitions? What's the date after which we can toss all this stuff out? Well, certainly when you get to June 30, 2006 except for I think there are a couple of states that have even taken with that date. A couple of states I think have postponed that date for another six months. But once you get past those outside lapse dates I think it's going to be pretty easy at that point to forget about former article nine. That's something we can all aspire to in our professional lives. Now a lot of people then say gee I'm not gonna need to worry about these local searches then but you're still gonna have to do the local searches because as Linda pointed out priority for goods, ordinary goods is still determined by the law where the goods are located. So if you're looking for tax leans or environmental leans or judgment leans that get filed in the UCC records those leans are not gonna be filed in the office where the debtor is located for purposes of revised article nine. It's gonna be filed in the office where the goods are located. So you're still gonna have to do those local searches. But I think generally for your point Bruce I think it's this outside lapse date. We're getting ready to close up if I get any final comments. Otherwise we'll, great. Thank you Ed. That's our program for today. We hope you found it interesting and useful. I want to again thank our faculty for coming in to help us explore and explain these changes. And I want to again urge all of you to please fill out the evaluation form on our website and fax it back to us. For the Federal Judicial Television Network I'm David Lander, thank you for watching.