LD 2245
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Page 94 of 493 An Act to Adopt the Model Revised Article 9 Secured Transactions Page 96 of 493
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LR 1087
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attach. However, in accordance with basic personal property
conveyancing principles, the baseline rule is that a security
interest attaches only to whatever rights a debtor may have,
broad or limited as those rights may be.

 
Certain exceptions to the baseline rule enable a debtor to
transfer, and a security interest to attach to, greater rights
than the debtor has. See Part 3, Subpart 3 (priority rules).
The phrase, "or the power to transfer rights in the collateral to
a secured party," accommodates those exceptions. In some cases,
a debtor may have power to transfer another person's rights only
to a class of transferees that excludes secured parties. See,
e.g., Section 2-403(2) (giving certain merchants power to
transfer an entruster's rights to a buyer in ordinary course of
business). Under those circumstances, the debtor would not have
the power to create a security interest in the other person's
rights, and the condition in subsection (b)(2) [Maine cite
subsection (2), paragraph (b)] would not be satisfied.

 
7. New Debtors. Subsection (e) [Maine cite subsection (5)]
makes clear that the enforceability requirements of subsection
(b)(3) [Maine cite subsection (2), paragraph (c)] are met when a
new debtor becomes bound under an original debtor's security
agreement. If a new debtor becomes bound as debtor by a security
agreement entered into by another person, the security agreement
satisfies the requirement of subsection (b)(3) [Maine cite
subsection (2), paragraph (c)] as to the existing and after-
acquired property of the new debtor to the extent the property is
described in the agreement.

 
Subsection (d) [Maine cite subsection (4)] explains when a new
debtor becomes bound. Persons who become bound under paragraph
(2) [Maine cite paragraph (b)] are limited to those who both
become primarily liable for the original debtor's obligations and
succeed to (or acquire) its assets. Thus, the paragraph excludes
sureties and other secondary obligors as well as persons who
become obligated through veil piercing and other non-
successorship doctrines. In many cases, paragraph (2) [Maine
cite paragraph (b)] will exclude successors to the assets and
liabilities of a division of a debtor. See also Section 9-508
[Maine cite section 9-1508], Comment 3.

 
8. Supporting Obligations. Under subsection (f) [Maine cite
subsection (6)], a security interest in a "supporting obligation"
(defined in Section 9-102 [Maine cite section 9-1102])
automatically follows from a security interest in the underlying,
supported collateral. This result was implicit under former
Article 9. Implicit in subsection (f) [Maine cite subsection
(6)] is the principle that the secured party's interest in a
supporting obligation extends to the supporting


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