| 5. Disposition by Junior Secured Party. Disposition rights |
under subsection (a) [Maine cite subsection (1)] are not limited |
to first-priority security interests. Rather, any secured party |
as to whom there has been a default enjoys the right to dispose |
of collateral under this subsection. The exercise of this right |
by a secured party whose security interest is subordinate to that |
of another secured party does not of itself constitute a |
conversion or otherwise give rise to liability in favor of the |
holder of the senior security interest. Section 9-615 [Maine |
cite section 9-1615] addresses application of the proceeds of a |
disposition by a junior secured party. Under Section 9-615(a) |
[Maine cite section 9-1615, subsection (1)], a junior secured |
party owes no obligation to apply the proceeds of disposition to |
the satisfaction of obligations secured by a senior security |
interest. Section 9-615(g) [Maine cite section 9-1615, |
subsection (7)] builds on this general rule by protecting certain |
juniors from claims of a senior concerning cash proceeds of the |
disposition. Even if a senior were to have a non-Article 9 claim |
to proceeds of a junior's disposition, Section 9-615(g) [Maine |
cite section 9-1615, subsection (7)] would protect a junior that |
acts in good faith and without knowledge that its actions violate |
the rights of a senior party. Because the disposition by a |
junior would not cut off a senior's security interest or other |
lien (see Section 9-617 [Maine cite section 9-1617]), in many |
(probably most) cases the junior's receipt of the cash proceeds |
would not violate the rights of the senior. |