(2)__Subsection (1) applies to a security interest in a payment intangible or promissory note only if the security interest arises out of a sale of the payment intangible or promissory note.

(3)__A rule of law, statute or regulation that prohibits, restricts or requires the consent of a government, governmental body or official, person obligated on a promissory note, or account debtor to the assignment or transfer of, or creation of a security interest in, a promissory note, health-care-insurance receivable or general intangible, including a contract, permit, license or franchise between an account debtor and a debtor, is ineffective to the extent that the rule of law, statute or regulation:

(a)__Would impair the creation, attachment or perfection of a security interest; or

(b)__Provides that the creation, attachment or perfection of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination right of termination or remedy under the promissory note, health- care-insurance receivable or general intangible.

(4)__To the extent that a term in a promissory note or in an agreement between an account debtor and a debtor that relates to a health-care-insurance receivable or general intangible or a rule of law, statute or regulation described in subsection (3) would be effective under law other than this Article but is ineffective under subsection (1) or (3), the creation, attachment or perfection of a security interest in the promissory note, health-care-insurance receivable or general intangible:

(a)__Is not enforceable against the person obligated on the promissory note or the account debtor;

(b)__Does not impose a duty or obligation on the person obligated on the promissory note or the account debtor;

(c)__Does not require the person obligated on the promissory note or the account debtor to recognize the security interest, pay or render performance to the secured party or accept payment or performance from the secured party;

(d)__Does not entitle the secured party to use or assign the debtor's rights under the promissory note, health-care- insurance receivable or general intangible,