LD 2245
pg. 473
Page 472 of 493 An Act to Adopt the Model Revised Article 9 Secured Transactions Page 474 of 493
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LR 1087
Item 1

 
(5), unless the transfer involves an actual delegation of a
material performance of the lessor.

 
5. While it is not likely that a transfer by the lessor of its
right to payment under the lease contract would impair at a
future time the ability of the lessee to obtain the performance
due the lessee under the lease contract from the lessor, if under
the circumstances reasonable grounds for insecurity as to
receiving that performance arise, the lessee may employ the
provision of this Article for demanding adequate assurance of due
performance and has the remedy provided in that circumstance.
Section 2A-401.

 
6. Sections 9-206 and 9-318(1) through (3) also are relevant.
Section 9-206 sanctions an agreement by a lessee not to assert
certain types of claims or defenses against the lessor's
assignee. Section 9-318(1) through (3) deal with, among other
things, the other party's rights against the assignee where
Section 9-206(1) does not apply. Since the definition of
contract under Section 1-201(11) includes a lease agreement, the
definition of account debtor under Section 9-105(1)(a) includes a
lessee of goods. As a result, Section 9-206 applies to lease
agreements, and there is no need to restate those sections in
this Article. The reference to "defenses or claims arising out
of a sale" in Section 9-318(1) should be interpreted broadly to
include defenses or claims arising out of a lease inasmuch as
that section codifies the common law rule with respect to
contracts, including lease contracts.

 
7. 3. Subsection (4) (3) is based upon Section 2-210(2) and
Section 9-318(4) 9-406 [Maine cite section 9-1406]. It makes
unenforceable a prohibition against transfers of certain rights
to payment or a provision making the transfer an event of
default. It also provides that such transfers do not materially
impair the prospect of obtaining return performance by,
materially change the duty of, or materially increase the burden
or risk imposed on, the other party to the lease contract so as
to give rise to the rights and remedies stated in subsection (5)
(4). Accordingly, a transfer of a right to payment cannot be
prohibited or made an event of default, or be one that materially
impairs performance, changes duties or increases risk, if the
right is already due or will become due without further
performance being required by the party to receive payment.
Thus, a lessor can transfer the right to future payments under
the lease contract, including by way of a grant of a security
interest, and the transfer will not give rise to the rights and
remedies stated in subsection (5) (4) if the lessor has no
remaining performance under the lease contract. The mere fact
that the lessor is obligated to allow the lessee to remain in
possession and to use the goods as long as the lessee is not in


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