2. Protection for Bank. This section protects banks from the need to enter into agreements against their will and from the need to respond to inquiries from persons other than their customers.

PART 4

RIGHTS OF 3RD PARTIES

§9-1401.__Alienability of debtor's rights

(1)__Except as otherwise provided in subsection (2) and sections 9-1406, 9-1407, 9-1408 and 9-1409, whether a debtor's rights in collateral may be voluntarily or involuntarily transferred is governed by law other than this Article.

(2)__An agreement between the debtor and secured party that prohibits a transfer of the debtor's rights in collateral or makes the transfer a default does not prevent the transfer from taking effect.

Official Comment

1. Source. Former Section 9-311.

2. Scope of This Part. This Part deals with several issues affecting third parties (i.e., parties other than the debtor and the secured party). These issues are not addressed in Part 3, Subpart 3, which deals with priorities. This Part primarily addresses the rights and duties of account debtors and other persons obligated on collateral who are not, themselves, parties to a secured transaction.

3. Governing Law. There was some uncertainty under former Article 9 as to which jurisdiction's law (usually, which jurisdiction's version of Article 9) applied to the matters that this Part addresses. Part 3, Subpart 1, does not determine the law governing these matters because they do not relate to perfection, the effect of perfection or nonperfection, or priority. However, it might be inappropriate for a designation of applicable law by a debtor and secured party under Section 1- 105 to control the law applicable to an independent transaction or relationship between the debtor and an account debtor.

Consider an example under Section 9-408 [Maine cite section 9- 1408].