9. Commercial Reasonableness. Subsection (c) [Maine cite subsection (3)] provides that the secured party's collection and enforcement rights under subsection (a) [Maine cite subsection (1)] must be exercised in a commercially reasonable manner. These rights include the right to settle and compromise claims against the account debtor. The secured party's failure to observe the standard of commercial reasonableness could render it liable to an aggrieved person under Section 9-625 [Maine cite section 9-1625], and the secured party's recovery of a deficiency would be subject to Section 9-626 [Maine cite section 9-1626]. Subsection (c) [Maine cite subsection (3)] does not apply if, as is characteristic of most sales of accounts, chattel paper, payment intangibles, and promissory notes, the secured party (buyer) has no right of recourse against the debtor (seller) or a secondary obligor. However, if the secured party does have a right of recourse, the commercial-reasonableness standard applies to collection and enforcement even though the assignment to the secured party was a "true" sale. The obligation to proceed in a commercially reasonable manner arises because the collection process affects the extent of the seller's recourse liability, not because the seller retains an interest in the sold collateral (the seller does not).

10. Attorney's Fees and Legal Expenses. The phrase "reasonable attorney's fees and legal expenses," which appears in subsection (d) [Maine cite subsection (4)], includes only those fees and expenses incurred in proceeding against account debtors or other third parties. The secured party's right to recover these expenses from the collections arises automatically under this section. The secured party also may incur other attorney's fees and legal expenses in proceeding against the debtor or obligor. Whether the secured party has a right to recover those fees and expenses depends on whether the debtor or obligor has agreed to pay them, as is the case with respect to attorney's fees and legal expenses under Sections 9-608(a)(1)(A) [Maine cite section 9-1608, subsection (1), paragraph (a), subparagraph (i)] and 9-615(a)(1) [Maine cite section 9-1615, subsection (1), paragraph (a)]. The parties also may agree to allocate a portion of the secured party's overhead to collection and enforcement under subsection (d) [Maine cite subsection (4)] or Section 9- 608(a) [Maine cite section 9-1608, subsection (1)].