(2)__If the difference between the name of the original debtor and that of the new debtor causes a filed financing statement that is effective under subsection (1) to be seriously misleading under section 9-1506:

(a)__The financing statement is effective to perfect a security interest in collateral acquired by the new debtor before, and within 4 months after, the new debtor becomes bound under section 9-1203, subsection (4); and

(b)__The financing statement is not effective to perfect a security interest in collateral acquired by the new debtor more than 4 months after the new debtor becomes bound under section 9-1203, subsection (4) unless an initial financing statement providing the name of the new debtor is filed before the expiration of that time.

(3)__This section does not apply to collateral as to which a filed financing statement remains effective against the new debtor under section 9-1507, subsection (1).

Official Comment

1. Source. New.

2. The Problem. Section 9-203(d) and (e) [Maine cite section 9-1203, subsections (4) and (5)] and this section deal with situations where one party (the "new debtor") becomes bound as debtor by a security agreement entered into by another person (the "original debtor"). These situations often arise as a consequence of changes in business structure. For example, the original debtor may be an individual debtor who operates a business as a sole proprietorship and then incorporates it. Or, the original debtor may be a corporation that is merged into another corporation. Under both former Article 9 and this Article, collateral that is transferred in the course of the incorporation or merger normally would remain subject to a perfected security interest. See Sections 9-315(a), 9-507(a) [Maine cite section 9-1315, subsection (1), and section 9-1507, subsection (1)]. Former Article 9 was less clear with respect to whether an after-acquired property clause in a security agreement signed by the original debtor would be effective to create a