| interest in them. Section 2-401 indicates that a reservation of | title by the seller of goods, despite delivery to the buyer, is | limited to reservation of a security interest. As did former | Article 9, this Article governs a security interest arising | solely under one of those sections; however, until the buyer | obtains possession of the goods, the security interest is | enforceable even in the absence of a security agreement, filing | is not necessary to perfect the security interest, and the | seller-secured party's rights on the buyer's default are governed | by Article 2. |
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| | Sections 2-711(3) and 2A-508(5) create a security interest in | favor of a buyer or lessee in possession of goods that were | rightfully rejected or as to which acceptance was justifiably | revoked. As did former Article 9, this Article governs a | security interest arising solely under one of those sections; | however, until the seller or lessor obtains possession of the | goods, the security interest is enforceable even in the absence | of a security agreement, filing is not necessary to perfect the | security interest, and the secured party's (buyer's or lessee's) | rights on the debtor's (seller's or lessor's) default are | governed by Article 2 or 2A, as the case may be. |
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| | 4. Priority. This section adds to former Section 9-113 a | priority rule. Until the debtor obtains possession of the goods, | a security interest arising under one of the specified sections | of Article 2 or 2A has priority over conflicting security | interests created by the debtor. Thus, a security interest | arising under Section 2-401 or 2-505 has priority over a | conflicting security interest in the buyer's after-acquired | goods, even if the goods in question are inventory. Arguably, | the same result would obtain under Section 9-322 [Maine cite | section 9-1322], but even if it would not, a purchase-money-like | priority is appropriate. Similarly, a security interest under | Section 2-711(3) or 2A-508(5) has priority over security | interests claimed by the seller's or lessor's secured lender. | This result is appropriate, inasmuch as the payments giving rise | to the debt secured by the Article 2 or 2A security interest are | likely to be included among the lender's proceeds. |
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| | Example: Seller owns equipment subject to a security interest | created by Seller in favor of Lender. Buyer pays for the | equipment, accepts the goods, and then justifiably revokes | acceptance. As long as Seller does not recover possession of the | equipment, Buyer's security interest under Section 2711(3) is | senior to that of Lender. |
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| | In the event that a security interest referred to in this | section conflicts with a security interest that is created by a | person other than the debtor, Section 9-325 [Maine cite section |
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