§490:9-408 Restrictions on assignment of
promissory notes, health-care-insurance receivables, and certain general
intangibles ineffective. (a) Except as otherwise provided in subsection
(b), a term in a promissory note or in an agreement between an account debtor
and a debtor which relates to a health-care-insurance receivable or a general
intangible, including a contract, permit, license, or franchise, and which term
prohibits, restricts, or requires the consent of the person obligated on the
promissory note or the account debtor to, the assignment or transfer of, or
creation, attachment, or perfection of a security interest in, the promissory
note, health-care-insurance receivable, or general intangible, is ineffective
to the extent that the term:
(1) Would impair the creation, attachment, or
perfection of a security interest; or
(2) Provides that the assignment or transfer or 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.
(b) Subsection (a) 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,
other than a sale pursuant to a disposition under section 490:9-610 or an
acceptance of collateral under section 490:9-620.
(c) 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:
(1) Would impair the creation, attachment, or perfection
of a security interest; or
(2) Provides that the assignment or transfer or 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.
(d) To the extent that a term in a promissory
note or in an agreement between an account debtor and a debtor which relates to
a health-care-insurance receivable or general intangible or a rule of law,
statute, or regulation described in subsection (c) would be effective under law
other than this article but is ineffective under subsection (a) or (c), the
creation, attachment, or perfection of a security interest in the promissory
note, health-care-insurance receivable, or general intangible:
(1) Is not enforceable against the person obligated
on the promissory note or the account debtor;
(2) Does not impose a duty or obligation on the
person obligated on the promissory note or the account debtor;
(3) 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;
(4) 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, including any related information or
materials furnished to the debtor in the transaction giving rise to the
promissory note, health-care-insurance receivable, or general intangible;
(5) Does not entitle the secured party to use,
assign, possess, or have access to any trade secrets or confidential
information of the person obligated on the promissory note or the account
debtor; and
(6) Does not entitle the secured party to enforce the
security interest in the promissory note, health-care-insurance receivable, or
general intangible. [L 2000, c 241, pt of §1; am L 2012, c 33, §10]
