Section 9--404. Rights Acquired by Assignee; Claims and Defenses Against Assignee

(a) Assignee's   rights   subject  to  terms,  claims,  and  defenses;
  exceptions. 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) Account debtor's claim reduces amount owed to assignee. Subject to
  subsection (c) and except as otherwise provided in 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) Rule  for  individual  under other law. This section is subject to
  law other than this article 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) Omission of required  statement  in  consumer  transaction.  In  a
  consumer  transaction,  if  a  record  evidences  the  account  debtor's
  obligation, law other than this article 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) Inapplicability to health-care-insurance receivable. This  section
  does not apply to an assignment of a health-care-insurance receivable.