Rights of transferees

(1) An assignee's disposition of an asset: (a) transfers to a transferee for value all of the assignee's rights in the asset; (b) discharges the assignee's lien and, to the extent the assignment creates a security interest in favor of the assignee, the assignee's security interest; and (c) discharges any subordinate security interest or other lien subordinate to the assignee's lien. (2) A transferee that acts in good faith takes free of the rights and interests described in Subsection (1), even if the assignee fails to comply with this chapter or the requirements of a judicial proceeding. (3) If a transferee does not take free of the rights and interests described in Subsection (1), the transferee takes the asset subject to: (a) the assignee's rights in the assets of the assignment estate; (b) the assignee's lien and, if applicable, security interest; and (c) any other security interest or other lien. (4) Unless otherwise provided in a record, any warranty arising by operation of other law is disclaimed to the extent permitted by other law. (5) (a) If a subordinate security interest or other lien is discharged under this section, the assignee may file a record with the official or office responsible for maintaining an official filing, recording, registration, or certificate-of-title system covering the asset secured by the security interest or other lien. (b) The record must state that the security interest or other lien is discharged as a subordinate security interest or other lien in connection with a disposition under an assignment for the benefit of creditors of the assignor whose asset is subject to the security interest or other lien.