N.Y. UCC Law § 9-317

Section 9--317. Interests That Take Priority over or Take Free of\n Security Interest or Agricultural Lien.\n (a) Conflicting security interests and rights of lien creditors. A\nsecurity interest or agricultural lien is subordinate to the rights of:\n (1) a person entitled to priority under Section 9--322; and\n (2) except as otherwise provided in subsection (e), a person that\n becomes a lien creditor before the earlier of the time:\n (A) the security interest or agricultural lien is perfected;\n or\n (B) one of the conditions specified in Section 9--203(b)(3)\n is met and a financing statement covering the collateral\n is filed.\n (b) Buyers that receive delivery. Except as otherwise provided in\nsubsection (e), a buyer, other than a secured party, of goods,\ninstruments, tangible documents, or a certificated security takes free\nof a security interest or agricultural lien if the buyer gives value and\nreceives delivery of the collateral without knowledge of the security\ninterest or agricultural lien and before it is perfected.\n (c) Lessees that receive delivery. Except as otherwise provided in\nsubsection (e), a lessee of goods takes free of a security interest or\nagricultural lien if the lessee gives value and receives delivery of the\ncollateral without knowledge of the security interest or agricultural\nlien and before it is perfected.\n (d) Licensees and buyers of certain collateral. Subject to subsections\n(f) through (i), a licensee of a general intangible or a buyer, other\nthan a secured party, of collateral other than electronic money, goods,\ninstruments, intangible documents or a certificated security takes free\nof a security interest if the licensee or buyer gives value without\nknowledge of the security interest and before it is perfected.\n (e) Purchase-money security interest. Except as otherwise provided in\nSections 9--320 and 9--321, if a person files a financing statement with\nrespect to a purchase-money security interest before or within 20 days\nafter the debtor receives delivery of the collateral, the security\ninterest takes priority over the rights of a buyer, lessee, or lien\ncreditor which arise between the time the security interest attaches and\nthe time of filing. The preceding sentence does not apply to cooperative\ninterests.\n (f) Buyers of chattel paper. A buyer, other than a secured party, of\nchattel paper takes free of a security interest if, without knowledge of\nthe security interest and before it is perfected, the buyer gives value\nand:\n (1) receives delivery of each authoritative tangible copy of the\nrecord evidencing the chattel paper; and\n (2) if each authoritative electronic copy of the record evidencing the\nchattel paper can be subjected to control under Section 9--105, obtains\ncontrol of each authoritative electronic copy.\n (g) Buyers of electronic documents. A buyer of an electronic document\ntakes free of a security interest if, without knowledge of the security\ninterest and before it is perfected, the buyer gives value and, if each\nauthoritative electronic copy of the document can be subjected to\ncontrol under Section 7--106, obtains control of each authoritative\nelectronic copy.\n (h) Buyers of controllable electronic records. A buyer of a\ncontrollable electronic record takes free of a security interest if,\nwithout knowledge of the security interest and before it is perfected,\nthe buyer gives value and obtains control of the controllable electronic\nrecord.\n (i) Buyers of controllable accounts and controllable payment\nintangibles. A buyer, other than a secured party, of a controllable\naccount or a controllable payment intangible takes free of a security\ninterest if, without knowledge of the security interest and before it is\nperfected, the buyer gives value and obtains control of the controllable\naccount or controllable payment intangible.\n