【正文】 or to farm on a conditional contract. The conditional sales contract is a security agreement, the farmer is debtor, the dealer is the secured party, and tractor is the collateral. But now dealer transfers the contract to his bank, either by outright sale or to secure a loan. Since the conditional sales contract is a security agreement relating to specific equipment, the conditional sales contract is now the type of collateral called chattel paper.” Any property having value may be used as collateral .If the purchase of a property is financed, the very property may be used as collateral. For instance, if the shares of a corporation are sold, the seller may retain ownership of shares until they are fully paid for (in which case he is said to a purchase money security interest):or, if the purchase is financed by a third party, the shares may be transferred as collateral to such third party. A security agreement must be in wringing in order to be binding between the parties. In order to be binding on third parties, it must be publicly disclosed by filing a financing statement (See Section 3, below) or by physical manifestation of delivery. The subject matter of secured transactions is of interest to foreigners doing business in the . in two instance : (a) if they wish to finance a transaction with or in the ., and (b) if they are unsecured creditors and find themselves in conflict with creditors who claim to be secured. The simplest security is a guaranty. It is not even mentioned in UCC Article 9. In many parts of the world, a creditor will ask for guaranty. American banks generally are not allowed to issue a guaranty. Instead, they will issue a standby letter of credit, which is even better than guaranty because it constitutes a primary obligation of the bank. The Federal Comptroller of the Currency, who forbids bank guaranties, has expressly approved the standby letter of credit. If the obligor is a subsidiary of a financially strong parent pany, the guaranty of the parent pany may also be used as a security device. . parent panies do not readily issue such guaranties because they expect their subsidiaries to stand on their own financial feet. A corporate guaranty is generally not available, and might not be valid under applicable state law, unless the obligor is a subsidiary. A related security device, also not covered by UCC Article 9, is the performance bond. A performance bond is generally available form a type of insurer know as a surety pany. The bond insures that the obligor will perform in accordance. It is generally coupled with a penalty provision in case of delay. The bond issuer is liable if the obligor defaults. Performance bonds are customary in the construction industry, but they can also be used in other fields of business. The rest of this paper refers to security transaction embraced by UCC Article 9. of the Security Interest In order to have a security interest that is good against third parties, the security interest must be perfected. This can be done in different ways, depending on the kind of collateral involved. A security interest may be perfected when it attaches, or it may require the transfer of possession form the debtor to the secured party. Transfer of possession is necessary if, for example, one pledges stock as security for a loan. The usual manner of perfecting a security interest is the filing of a financing statement (see Section, below). Sometimes, there are conflicting perfected security interests. In that case, the question of priority arises. The manner of the resolving that issue is addressed by the state. When either filing or the transfer of possession of collateral is necessary for perfection, that act may occur prior to the attachment of the security interest. The security interest is perfected when the last of the events necessary for attachment and perfection has occurred. As there is an advantage in securing priority by an early filing of the financing statement, the financier sometimes does not part with any value until after the filing has occurred. The statute provides that a security interest will attach only if three requirements are met: (a) there must be security agreement,(b) the financier must give value, and (c) the debtor must have rights in the collateral. This last requirement seems simple. But recently a British bank ran afo