| Now assume that BIOCOB returns the goods to Dealer under |
circumstances whereby Dealer once again becomes the owner of the |
goods. This would be the case, for example, if the goods were |
defective and BIOCOB was entitled to reject or revoke acceptance |
of the goods. See Sections 2-602 (rejection), 2-608 (revocation |
of acceptance). Unless BIOCOB has waived its defenses as against |
assignees of the chattel paper, SP1's and SP2's rights against |
BIOCOB would be subject to BIOCOB's claims and defenses. See |
Sections 9-403, 9-404 [Maine cite section 9-1403, 9-1404]. SP1's |
security interest would attach again because the returned goods |
would be proceeds of the chattel paper. Dealer's acquisition of |
the goods easily can be characterized as "proceeds" consisting of |
an "in kind" collection on or distribution on account of the |
chattel paper. See Section 9-102 [Maine cite section 9-1102] |
(definition of "proceeds"). Assuming that SP1's security |
interest is perfected by filing against the goods and that the |
filing is made in the same office where a filing would be made |
against the chattel paper, SP1's security interest in the goods |
would remain perfected beyond the 20-day period of automatic |
perfection. See Section 9-315(e) [Maine cite section 9-1315, |
subsection (5)]. |