(F) EXCEPT AS OTHERWISE PROVIDED IN SUBSECTION (D), THIS SECTION
DOES NOT DISPLACE LAW OTHER THAN THIS TITLE WHICH GIVES EFFECT TO AN
AGREEMENT BY AN ACCOUNT DEBTOR NOT TO ASSERT A CLAIM OR DEFENSE
AGAINST AN ASSIGNEE.

9-404. RIGHTS ACQUIRED BY ASSIGNEE; CLAIMS AND. DEFENSES AGAINST
ASSIGNEE.

(A) UNLESS AN ACCOUNT DEBTOR HAS MADE AN ENFORCEABLE AGREEMENT
NOT TO ASSERT DEFENSES OR CLAIMS, AND SUBJECT TO SUBSECTIONS (B) THROUGH
(E), THE RIGHTS OF AN ASSIGNEE ARE SUBJECT TO:

(1) ALL TERMS OF THE AGREEMENT BETWEEN THE ACCOUNT DEBTOR
AND ASSIGNOR AND ANY DEFENSE OR CLAIM IN RECOUPMENT ARISING FROM THE
TRANSACTION THAT GAVE RISE TO THE CONTRACT; AND

(2) ANY OTHER DEFENSE OR CLAIM OF THE ACCOUNT DEBTOR AGAINST
THE ASSIGNOR WHICH ACCRUES BEFORE THE ACCOUNT DEBTOR RECEIVES A
NOTIFICATION OF THE ASSIGNMENT AUTHENTICATED BY THE ASSIGNOR OR THE
ASSIGNEE.

(B) SUBJECT TO SUBSECTION (C) AND EXCEPT AS OTHERWISE PROVIDED FN
SUBSECTION (D), THE. CLAIM OF AN ACCOUNT DEBTOR AGAINST AN ASSIGNOR MAY
BE ASSERTED AGAINST AN ASSIGNEE UNDER SUBSECTION (A) ONLY TO REDUCE THE
AMOUNT THE ACCOUNT DEBTOR OWES.

(C) 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.

(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 ACCOUNT DEBTOR'S RECOVERY
AGAINST AN ASSIGNEE WITH RESPECT TO CLAIMS AND DEFENSES AGAINST THE
ASSIGNOR MAY NOT EXCEED AMOUNTS PAID BY THE ACCOUNT DEBTOR UNDER THE
RECORD, AND THE RECORD DOES NOT INCLUDE SUCH A STATEMENT, THE EXTENT
TO WHICH A CLAIM OF AN ACCOUNT DEBTOR AGAINST THE ASSIGNOR MAY BE
ASSERTED AGAINST AN ASSIGNEE IS DETERMINED AS IF THE RECORD INCLUDED
SUCH A STATEMENT.

(E) THIS SECTION DOES NOT APPLY TO AN ASSIGNMENT OF A
HEALTH-CARE-INSURANCE RECEIVABLE.

9-405. MODIFICATION OF ASSIGNED CONTRACT.

(A) A MODIFICATION OF OR SUBSTITUTION FOR AN ASSIGNED CONTRACT IS
EFFECTIVE AGAINST AN. ASSIGNEE IF, MADE IN GOOD FAITH. THE ASSIGNEE
ACQUIRES CORRESPONDING RIGHTS UNDER THE MODIFIED OR SUBSTITUTED
CONTRACT. THE ASSIGNMENT MAY PROVIDE THAT THE MODIFICATION OR
SUBSTITUTION IS A BREACH OF CONTRACT BY THE ASSIGNOR THIS SUBSECTION IS
SUBJECT TO SUBSECTIONS (B) THROUGH (D).