2904                                     LAWS OF MARYLAND                                   Ch. 824

(a)  All the terms of the contract between the
account debtor and assignor and any defense or claim arising
therefrom; and

(b)  Any other defense or claim of the account
debtor against the assignor which accrues before the account
debtor receives notification of the assignment.

(2)  So far as the right to payment OR A PART THEREOF
under an assigned contract HAS NOT BEEN FULLY EARNED BY
PERFORMANCE, [right has not already become an account,] and
notwithstanding notification of the assignment, any
modification of or substitution for the contract made in
good faith and in accordance with reasonable commercial
standards is effective against an assignee unless the
account debtor has otherwise agreed but the assignee
acquires corresponding rights under the modified or
substituted contract. The assignment may provide that such
modification or substitution is a breach by the assignor.

(3)  The account debtor is authorized to pay the
assignor until the account debtor receives notification that
the [account] AMOUNT DUE OR TO BECOME DUE has been assigned
and that payment is to be made to the assignee. A
notification which does not reasonably identify the rights
assigned is ineffective. If requested by the account debtor,
the assignee must seasonably furnish reasonable proof that
the assignment has been made and unless he does so the
account debtor may pay the assignor.

(4)  A term in any contract between an account debtor
and an assignor [which] IS INEFFECTIVE IF IT prohibits
assignment of an account [or contract right to which they
are parties is ineffective.] OR PROHIBITS CREATION OF A
SECURITY INTEREST IN A GENERAL INTANGIBLE FOR MONEY DUE OR
TO BECOME DUE OR REQUIRES THE ACCOUNT DEBTOR'S CONSENT TO
SUCH ASSIGNMENT OR SECURITY INTEREST.

9-401.

(1) The proper place to file in order to perfect a
security interest is as follows:

(a) When the collateral is equipment used in
farming operations, or farm products, or accounts, [contract
rights] or general intangibles arising from or relating to
the sale of farm products by a farmer, or consumer goods,
then in the office of the clerk of the circuit court in the
county of the debtor's residence or with the clerk of the
Superior Court of Baltimore City if the debtor resides in
Baltimore City or if the debtor is not a resident of this
State then in the office of the clerk of the circuit court
in the county where the goods are kept or with the clerk of
the Superior Court of Baltimore City if the goods are kept
in Baltimore City, and in addition when the collateral is
crops GROWING OR TO BE GROWN, in the office of the clerk of