LD 2245
pg. 176
Page 175 of 493 An Act to Adopt the Model Revised Article 9 Secured Transactions Page 177 of 493
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LR 1087
Item 1

 
See subsection (a)(1) [Maine cite subsection (1), paragraph (a)].
Although, under these facts, Lender would have only a short
period of time to discover that Debtor had relocated and to
reperfect under New Jersey law, Lender could have protected
itself by filing a continuation statement in Pennsylvania before
Debtor relocated. By doing so, Lender would have prevented lapse
and allowed itself the full four months to discover Debtor's new
location and refile there or, if Debtor is in default, to perfect
by taking possession of the equipment.

 
Example 3: Under the facts of Example 2, Lender files a
financing statement in New Jersey before the effectiveness of the
Pennsylvania financing statement lapses. Under subsection (b)
[Maine cite subsection (2)], Lender's security interest is
continuously perfected beyond May 14, 2007, for a period
determined by New Jersey's Article 9.

 
Subsection (a)(3) [Maine cite subsection (1), paragraph (c)]
allows a one-year period in which to reperfect. The longer
period is necessary, because, even with the exercise of due
diligence, the secured party may be unable to discover that the
collateral has been transferred to a person located in another
jurisdiction.

 
Example 4: Debtor is a Pennsylvania corporation. Lender
perfects a security interest in Debtor's equipment by filing in
Pennsylvania. Debtor's shareholders decide to "reincorporate" in
Delaware. They form a Delaware corporation (Newcorp) into which
they merge Debtor. The merger effectuates a transfer of the
collateral from Debtor to Newcorp, which thereby becomes a debtor
and is located in another jurisdiction. Under subsection (a)(3),
[Maine cite subsection (1), paragraph (c)] the security interest
remains perfected for one year after the merger. If a financing
statement is filed in Delaware against Newcorp within the year
following the merger, then the security interest remains
perfected thereafter for a period determined by Delaware's
Article 9.

 
Note that although Newcorp is a "new debtor" as defined in
Section 9-102, the application of subsection (a)(3) [Maine cite
subsection (1), paragraph (c)] is not limited to transferees who
are new debtors. Note also that, under Section 9-507, the
financing statement naming Debtor remains effective even though
Newcorp has become the debtor.

 
This section addresses security interests that are perfected
(i.e., that have attached and as to which any required perfection
step has been taken) before the debtor changes its location. It
does not apply to security interests that have not attached
before the location changes.


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