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UCC Security Interests in Payment Intangibles: Intercompany Debt, Promissory Notes, and Debt Obligations

Perfecting Interests in Financial Instruments and Contractual Payment Obligations

Recording of a 90-minute premium CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
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Conducted on Thursday, September 29, 2022

Recorded event now available

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This CLE course will examine the treatment of UCC security interests in debt obligations, intercompany loans, promissory notes, and other payment intangibles under the UCC. The program will guide counsel in creating and perfecting security interests in these contractual payment obligations.


One complexity of creating and perfecting liens in intangible property under the UCC is determining the "type" of collateral under the classification scheme of Article 9. This is especially true of interests in payment intangibles--the right to receive payments under a contractual obligation that do not otherwise constitute an "account, chattel paper or a promissory note" as those terms are defined in Article 9.

Many contractual payment obligations such as intercompany loans, loans evidenced by promissory notes, and loans evidenced by electronic records are often part of the collateral package in leveraged finance deals. Also, rights under loans not evidenced by promissory notes are common in CLOs and participations.

There are specific considerations to create and perfect a security interest in payment intangibles. Counsel advising secured parties and debtors must understand how contractual payment obligations are treated under the UCC to protect their clients' interest.

Listen as our authoritative panel of finance practitioners discusses how to create and perfect security interests in debt obligations, intercompany loans/debt, loans called promissory notes, and other payment intangibles under the UCC.



  1. Article 9 definition of payment intangibles
  2. Specific types of payment intangibles (commercial loans, intercompany loans, and loans called promissory notes, but that are payment intangibles)
  3. Difference between a payment intangible, an account, chattel paper, and true promissory notes
  4. Pitfalls facing secured parties with automatic perfection


The panel will review these and other key issues:

  • What are the potential pitfalls for secured parties seeking perfection and priority of security interests in payment intangibles?
  • How can counsel determine whether a contractual payment obligation is a payment intangible not falling within any other UCC category of intangible rights?
  • What is the difference between a payment intangible, an account, chattel paper, and a true promissory note?
  • What impact will the impending 2022 amendments to the UCC have on answering these questions?


Plank, Thomas
Professor Thomas E. Plank

Joel A. Katz Distinguished Professor of Law
University of Tennessee College of Law

Mr. Plank is a nationally recognized speicalist on mortgage backed and asset backed securities. Before joining the UT...  |  Read More

Smith, Edwin
Edwin E. Smith

Morgan, Lewis & Bockius

Mr. Smith concentrates his practice in commercial law, debt financings, structured financings, workouts, bankruptcies,...  |  Read More

Weise, Steven
Steven O. Weise

Proskauer Rose

Mr. Weise practices in all areas of commercial law and has extensive experience in financing, especially in those...  |  Read More

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