Subsection (d) [Maine cite subsection (4)] is subject to Section 9-331(a) [Maine cite section 9-1331, subsection (1)], which provides that Article 9 [Maine cite Article 9-A] does not limit the rights of a holder in due course under Article 3. Thus, in the rare case in which the purchaser of an instrument qualifies for priority under subsection (d) [Maine cite subsection (4)], but another person has the rights of a holder in due course of the instrument, the other person takes free of the purchaser's claim. See Section 3-306.

The rule in subsection (d) [Maine cite subsection (4)] is similar to the rules in subsections (a) and (b) [Maine cite subsections (1) and (2)], which govern priority in chattel paper. The observations in Comment 6 concerning the requirement of good faith and the phrase "without knowledge that the purchase violates the rights of the secured party" apply equally to purchasers of instruments. However, unlike a purchaser of chattel paper, to qualify for priority under this section a purchaser of an instrument need only give "value" as defined in Section 1-201; it need not give "new value." Also, the purchaser need not purchase the instrument in the ordinary course of its business.

Subsection (d) [Maine cite subsection (4)] applies to checks as well as notes. For example, to collect and retain checks that are proceeds (collections) of accounts free of a senior secured party's claim to the same checks, a junior secured party must satisfy the good-faith requirement (honesty in fact and the observance of reasonable commercial standards of fair dealing) of this subsection. This is the same good-faith requirement