LD 2245
pg. 37
Page 36 of 493 An Act to Adopt the Model Revised Article 9 Secured Transactions Page 38 of 493
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LR 1087
Item 1

 
examination, this Article redefines "debtor" and adds new
defined terms, "secondary obligor" and "obligor." In the
context of Part 6 (default and enforcement), these
definitions distinguish among three classes of persons: (i)
those persons who may have a stake in the proper enforcement
of a security interest by virtue of their non-lien property
interest (typically, an ownership interest) in the
collateral, (ii) those persons who may have a stake in the
proper enforcement of the security interest because of their
obligation to pay the secured debt, and (iii) those persons
who have an obligation to pay the secured debt but have no
stake in the proper enforcement of the security interest.
Persons in the first class are debtors. Persons in the
second class are secondary obligors if any portion of the
obligation is secondary or if the obligor has a right of
recourse against the debtor or another obligor with respect
to an obligation secured by collateral. One must consult
the law of suretyship to determine whether an obligation is
secondary. The Restatement (3d), Suretyship and Guaranty §
1 (1996), contains a useful explanation of the concept.
Obligors in the third class are neither debtors nor
secondary obligors. With one exception (Section 9-616
[Maine cite section 9-1616], as it relates to a consumer
obligor), the rights and duties in provided by Part 6 affect
non-debtor obligors only if they are "secondary obligors."

 
By including in the definition of "debtor" all persons with a
property interest (other than a security interest in or other
lien on collateral), the definition includes transferees of
collateral, whether or not the secured party knows of the
transfer or the transferee's identity. Exculpatory provisions in
Part 6 protect the secured party in that circumstance. See
Sections 9-605 and 9-628 [Maine cite sections 9-1605 and 9-1628].
The definition renders unnecessary former Section 9-112, which
governed situations in which collateral was not owned by the
debtor. The definition also includes a "consignee," as defined
in this section, as well as a seller of accounts, chattel paper,
payment intangibles, or promissory notes.

 
Secured parties and other lienholders are excluded from the
definition of "debtor" because the interests of those parties
normally derive from and encumber a debtor's interest. However,
if in a separate secured transaction a secured party grants, as
debtor, a security interest in its own interest (i.e., its
security interest and any obligation that it secures), the
secured party is a debtor in that transaction. This typically
occurs when a secured party with a security interest in specific
goods assigns chattel paper.

 
Consider the following examples:


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