N.Y. U.C.C. 9-331

Section 9--331. Priority of Rights of Purchasers of Controllable\n Accounts, Controllable Electronic Records,\n Controllable Payment Intangibles, Documents,\n Instruments, and Securities under Other Articles;\n Priority of Interests in Financial Assets and Security\n Entitlements and Protection Against Assertion of Claim\n under Articles 8 and 12.\n (a) Rights under Articles 3, 7, 8, and 12 not limited. This article\ndoes not limit the rights of a holder in due course of a negotiable\ninstrument, a holder to which a negotiable document of title has been\nduly negotiated, protected purchaser of a security, or a qualifying\npurchaser of a controllable account, controllable electronic record, or\ncontrollable payment intangible. These holders or purchasers take\npriority over an earlier security interest, even if perfected, to the\nextent provided in Articles 3, 7, 8, and 12.\n (b) Protection under Articles 8 and 12. This article does not limit\nthe rights of or impose liability on a person to the extent that the\nperson is protected against the assertion of a claim under Article 8 or\n12.\n (c) Filing not notice. Filing under this article does not constitute\nnotice of a claim or defense to the holders, or purchasers, or persons\ndescribed in subsections (a) and (b).\n (d) Section not applicable to cooperative interests. Subsections (a),\n(b), and (c) do not apply to cooperative interests.\n