11. Assignment of Lease Chattel Paper. As defined in Section 9-102 [Maine cite section 9-1102], "chattel paper" includes not only writings that evidence security interests in specific goods but also those that evidence true leases of goods.

The analysis with respect to lease chattel paper is similar to that set forth above with respect to non-lease chattel paper. It is complicated, however, by the fact that, unlike the case of chattel paper arising out of a sale, Dealer retains a residual interest in the goods. See Section 2A103(1)(q) (defining "lessor's residual interest"); In re Leasing Consultants, Inc., 486 F.2d 367 (2d Cir. 1973) (lessor's residual interest under true lease is an interest in goods and is a separate type of collateral from lessor's interest in the lease). If Dealer leases goods to a "lessee in ordinary course of business" (LIOCOB), then LIOCOB takes its interest under the lease (i.e., its "leasehold interest") free of the security interest of SP1. See Sections 2A307(3), 2A103(1)(m) (defining "leasehold interest"), (1)(o) (defining "lessee in ordinary course of business"). SP1 would, however, retain its security interest in the residual interest. In addition, SP1 would acquire an interest in the lease chattel paper as proceeds. If Dealer then assigns the lease chattel paper to SP2, Section 9-330 [Maine cite section 9-1330] gives SP2 priority over SP1 with respect to the chattel paper, but not with respect to the residual interest in the goods. Consequently, assignees of lease chattel paper typically take a security interest in and file against the lessor's residual interest in goods, expecting their priority in the goods to be governed by the first-to-file-or-perfect rule of Section 9-322 [Maine cite section 9-1322].

If the goods are returned to Dealer, other than upon expiration of the lease term, then the security interests of both SP1 and SP2 normally would attach to the goods as proceeds of the chattel paper. (If the goods are returned to Dealer at the