(5)__This section is subject to law other than this Article that establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family or household purposes.

(6)__Except as otherwise provided in subsection (4), this section does not displace law other than this Article that gives effect to an agreement by an account debtor not to assert a claim or defense against an assignee.

Official Comment

1. Source. Former Section 9-206.

2. Scope and Purpose. Subsection (b) [Maine cite subsection (2)], like former Section 9-206, generally validates an agreement between an account debtor and an assignor that the account debtor will not assert against an assignee claims and defenses that it may have against the assignor. These agreements are typical in installment sale agreements and leases. However, this section expands former Section 9-206 to apply to all account debtors; it is not limited to account debtors that have bought or leased goods. This section applies only to the obligations of an "account debtor," as defined in Section 9-102 [Maine cite section 9-1102]. Thus, it does not determine the circumstances under which and the extent to which a person who is obligated on a negotiable instrument is disabled from asserting claims and defenses. Rather, Article 3 must be consulted. See, e.g., Sections 3-305, 3-306. Article 3 governs even when the negotiable instrument constitutes part of chattel paper. See Section 9-102 [Maine cite section 9-1102] (an obligor on a negotiable instrument constituting part of chattel paper is not an "account debtor").

3. Conditions of Validation; Relationship to Article 3. Subsection (b) [Maine cite subsection (2)] validates an account debtor's agreement only if the assignee takes an assignment for value, in good faith, and without notice of conflicting claims to the property assigned or of certain claims or defenses of the assignor. Like former Section 9-206, this section is designed to put the assignee in a position that is no better and no worse than that of a holder in due course of an negotiable instrument under Article 3. However, former Section 9-206 left open certain issues, e.g., whether the section incorporated the special Article 3 definition of "value" in Section 3-303 or the generally