| | | 2. "Priority." In some provisions, this Article | | distinguishes between claimants that take collateral free of a | | security interest (in the sense that the security interest no | | longer encumbers the collateral) and those that take an interest | | in the collateral that is senior to a surviving security | | interest. See, e.g., Section 9-317 [Maine cite section 9-1317]. | | Whether a holder or purchaser referred to in this section takes | | free or is senior to a security interest depends on the whether | | the purchaser is a buyer of the collateral or takes a security | | interest in it. The term "priority" is meant to encompass both | | scenarios, as it does in Section 9-330 [Maine cite section 9- | | 1330]. |
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| | | 3. Rights Acquired by Purchasers. The rights to which this | | section refers are set forth in Sections 3-305 and 3-306 (holder | | in due course), 7-502 (holder to whom a negotiable document of | | title has been duly negotiated), and 8-303 (protected purchaser). | | The holders and purchasers referred to in this section do not | | always take priority over a security interest. See, e.g., | | Section 7-503 (affording paramount rights to certain owners and | | secured parties as against holder to whom a negotiable document | | of title has been duly negotiated). Accordingly, this section | | adds the clause, "to the extent provided in Articles 3, 7, and 8" | | to former Section 9-309. |
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| | | 4. Financial Assets and Security Entitlements. New | | subsection (b) [Maine cite subsection (2)] provides explicit | | protection for those who deal with financial assets and security | | entitlements and who are immunized from liability under Article | | 8. See, e.g., Sections 8-502, 8-503(e), 8-510, 8-511. The new | | subsection makes explicit in Article 9 [Maine cite Article 9-A] | | what is implicit in former Article 9 and explicit in several | | provisions of Article 8. It does not change the law. |
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| | | 5. Collections by Junior Secured Party. Under this section, | | a secured party with a junior security interest in receivables | | (accounts, chattel paper, promissory notes, or payment | | intangibles) may collect and retain the proceeds of those | | receivables free of the claim of a senior secured party to the | | same receivables, if the junior secured party is a holder in due | | course of the proceeds. In order to qualify as a holder in due | | course, the junior must satisfy the requirements of Section 3- | | 302, which include taking in "good faith." This means that the | | junior not only must act "honestly" but also must observe | | "reasonable commercial standards of fair dealing" under the | | particular circumstances. See Section 9-102(a) [Maine cite | | section 9-1102]. Although "good faith" does not impose a general | | duty of inquiry, e.g., a search of the records in filing offices, | | there may be circumstances in which "reasonable commercial | | standards of fair dealing" would require such a search. |
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