§ 9-403. Rights of assignee.
A. Waiver of Defense Clauses; Limitations Thereon. 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 in good faith, and for value as defined in the law governing negotiable instruments, except as to claims or defenses that may be asserted against a holder in due course of a negotiable instrument. However, such an agreement is not enforceable if:
1. The agreement relates to an obligation incurred on account of a sale or lease of goods or services;
2. The account debtor seeks or acquires the goods or services primarily for personal, family or household use; and
3. The assignor, in the ordinary course of its business, sells or leases goods or services to consumers.
B. Parallel Rule for Negotiable Instruments. If a negotiable promissory note represents an obligation incurred on account of a sale or lease of goods or service, and the issuer seeks or acquires the goods or services primarily for personal, family or household use, and the payee, in the ordinary course of its business, sells or leases goods or services to consumers, then the issuer may assert any claims and defenses against a person entitled to enforce the note, including a holder in due course.
C. Assignee’s Rights Subject to Terms, Claims and Defenses. Except to the extent an agreement to the contrary is enforceable under subsection (A) of this section, the rights of an assignee are subject to reduction of the amount owed by reason of all terms of the contract between the account debtor and assignor, any defense or claim in recoupment arising from the transaction that gave rise to the contract, and any other defense or claim of the account debtor against the assignor which accrues before the account debtor receives adequate notification of the assignment signed by the assignor or the assignee. This subsection does not apply to the assignee of a health-care-insurance receivable.
D. Discharge of Account Debtor or Party to Instrument. An account debtor or party to a negotiable promissory note may discharge its obligation by paying the assignor or person formerly entitled to enforce the note until, but not after, such account debtor or party receives:
1. Adequate notification that performance is to be rendered to the assignee or transferee, signed:
a. In the case of an account debtor, by the assignor or assignee, and
b. In the case of a negotiable promissory note, by the transferor or transferee, and
2. If requested by such account debtor or party, reasonable proof of the assignment or transfer. In the case of an account debtor, discharge under this subsection is effective notwithstanding an otherwise enforceable agreement not to assert claims or defenses. In the case of a party to a negotiable promissory note, discharge under this subsection is effective against a holder in due course.
E. Modifications of Contract. A modification of or substitution for an assigned contract is effective against an assignee to the extent provided by law other than this Osage Nation Secured Transactions Act. ONCA 07-22, eff. June 18, 2007.