| 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. |
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| | 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. |
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| | 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. |
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| | 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. |
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| | 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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