| 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. |