9-402. SECURED PARTY NOT OBLIGATED ON CONTRACT OF DEBTOR OR IN TORT.

THE EXISTENCE OF A SECURITY INTEREST, AGRICULTURAL LIEN, OR
AUTHORITY GIVEN TO A DEBTOR TO DISPOSE OF OR USE COLLATERAL, WITHOUT
MORE, DOES NOT SUBJECT A SECURED PARTY TO LIABILITY IN CONTRACT OR TORT
FOR THE DEBTOR'S ACTS OR OMISSIONS.

9-403. AGREEMENT NOT TO ASSERT DEFENSES AGAINST ASSIGNEE.

(A) IN THIS SECTION, "VALUE" HAS THE MEANING PROVIDED IN § 3-303(A) OF
THIS ARTICLE.

(B) EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, AN AGREEMENT
BETWEEN AN ACCOUNT DEBTOR AND AN ASSIGNOR NOT TO ASSERT AGAINST AN
ASSIGNEE ANY CLAIM OR DEFENSE THAT THE ACCOUNT DEBTOR MAY HAVE
AGAINST THE ASSIGNOR IS ENFORCEABLE BY AN ASSIGNEE THAT TAKES AN
ASSIGNMENT:

(1) FOR VALUE;

(2) IN GOOD FAITH;

(3) WITHOUT NOTICE OF A CLAIM OF A PROPERTY OR POSSESSORY
RIGHT TO THE PROPERTY ASSIGNED; AND

(4) WITHOUT NOTICE OF A DEFENSE OR CLAIM IN RECOUPMENT OF THE
TYPE THAT MAY BE ASSERTED AGAINST A PERSON ENTITLED TO ENFORCE A
NEGOTIABLE INSTRUMENT UNDER § 3-305(A) OF THIS ARTICLE.

(C) SUBSECTION (B) DOES NOT APPLY TO DEFENSES OF A TYPE THAT MAY BE
ASSERTED AGAINST A HOLDER IN DUE COURSE OF A NEGOTIABLE INSTRUMENT
UNDER § 3-305(B) OF THIS ARTICLE.

(D) IN A CONSUMER TRANSACTION, IF A RECORD EVIDENCES THE ACCOUNT
DEBTOR'S OBLIGATION, LAW OTHER THAN THIS TITLE REQUIRES THAT THE RECORD
INCLUDE A STATEMENT TO THE EFFECT THAT THE RIGHTS OF AN ASSIGNEE ARE
SUBJECT TO CLAIMS OR DEFENSES THAT THE ACCOUNT DEBTOR COULD ASSERT
AGAINST THE ORIGINAL OBLIGEE, AND THE RECORD DOES NOT INCLUDE SUCH A
STATEMENT:

(1) THE RECORD HAS THE SAME EFFECT AS IF THE RECORD INCLUDED
SUCH A STATEMENT; AND

(2) THE ACCOUNT DEBTOR MAY ASSERT AGAINST AN ASSIGNEE THOSE
CLAIMS AND DEFENSES THAT WOULD HAVE BEEN AVAILABLE IF THE RECORD
INCLUDED SUCH A STATEMENT.

(E) THIS SECTION IS SUBJECT TO LAW OTHER THAN THIS TITLE WHICH
ESTABLISHES A DIFFERENT RULE FOR AN ACCOUNT DEBTOR WHO IS AN INDIVIDUAL
AND WHO INCURRED THE OBLIGATION PRIMARILY FOR PERSONAL, FAMILY, OR
HOUSEHOLD PURPOSES.