CLFP-CLASS REVIEW STUDY GUIDE 2023-2024
ACTUAL EXAM TEST BANK 200 QUESTIONS AND
CORRECT DETAILED ANSWERS WITH
RATIONALES|AGRADE
To test a scenario in which a PMSI or Blanket Lien prevails, what needs to be
analyzed?
- is secured transaction?
- UCC filed in 20 days?
- did lessor pay for majority of equipment?
What is Article 2A? - Law of True Leases
- Includes implied warranties
- warranties wived with conspicuous language
Where is UCC filed?
SOS in state where company is incorporated
What are UCC Article 2A Benefits to Lesssor? - warranties are passed to lessee
- lessor absolved from equipment issues
- hell or high water clause should be in lease
How long is UCC good for?
5 years
What are Express Warranties?
any warranty specifically made by lessor
What are Implied Warranties? - quiet possession
- vendor warranties pass to lessee (goods are fit for use etc.)
Define ‘doing business in’ another state
- Visit often
- Agent present presence of agent
- Tax paid
- Office
When should lessor ‘register” as foreign corporation?
Within a state…
-Goods
-Offices
-Inspection/repair
-Contract negotiation
-Services
What is Acceptance in a lease document?
Lessee accepts equipment when delivered
What is Assignment of a Lease in a document? - probitslessee from assigning (sub -lease)
- allows lessor to assign without notice to lessee
What is Disclaimer of Warranties in a document? - LESSOR ASSIGNS ALL WARRANTIES TO LESSEE
Lessor make not warranties of quality of equipment - lessee has inspected and is satisfied
- lessee accepts “as is”
- equipment is for business purposes
What is Severability in a document? - if one part of the doc is not enforced, other parts are still legally binding
What is Choice of Law? - state that governs the transaction
- should be lessee, lessor or equipment state
- courts typically uphold if reasonable
What is Acceleration in a document?
In default, lessor claims all future rental are now due
What is Cross Default in a document?
if lessor has multiple leases, a default of one defaults all
What is Hell or Highwater in a document?
- lessee must make payment regardless
- equipment failure or catastrophes do not exempt from payment
What is Waiver of Defense Clause in document? - lessee pays payments to assignee
- any legal issues fall to the original lessor, not assignee (i.e. discount scenario)
What is Tax Indemnity in documents?
states that lessee is responsible for all taxes of any kind imposed on possession,
use, value or payment
What is best way to certify signors?
Corporate Resolution document
Who signs a Landlord Waiver?
Owner and Lessor
What if you forget to file a Landlord Waiver and you need to access your
equipment in default?
Do your best to negotiate directly with the owner. They may understand and
cooperate.
When is a Real Estate Waiver required?
When equipment is secured/fastened/attached to real property or building.
Where is Fixture Filling Recorded? - local county recorder of real property
- file as soon as possible < 20 days
What are the most important Acts of Default?