| h. "Account Debtor." An "account debtor" is a person |
| obligated on an account, chattel paper, or general |
| intangible. The account debtor's obligation often is a |
| monetary obligation; however, this is not always the case. |
| For example, if a franchisee uses its rights under a |
| franchise agreement (a general intangible) as collateral, |
| then the franchisor is an "account debtor." As a general |
| matter, Article 3, and not Article 9 [Maine cite Article 9- |
| A], governs obligations on negotiable instruments. |
| Accordingly, the definition of "account debtor" excludes |
| obligors on negotiable instruments constituting part of |
| chattel paper. The principal effect of this change from the |
| definition in former Article 9 is that the rules in Sections |
| 9-403, 9-404, 9-405, and 9-406 [Maine cite sections 9-1403, |
| 9-1404, 9-1405, 9-1406], dealing with the rights of an |
| assignee and duties of an account debtor, do not apply to an |
| assignment of chattel paper in which the obligation to pay |
| is evidenced by a negotiable instrument. (Section 9-406(d) |
| [Maine cite section 9-1406, subsection (4)], however, does |
| apply to promissory notes, including negotiable promissory |
| notes.) Rather, the assignee's rights are governed by |
| Article 3. Similarly, the duties of an obligor on a |
| nonnegotiable instrument are governed by non-Article 9 law |
| unless the nonnegotiable instrument is a part of chattel |
| paper, in which case the obligor is an account debtor. |