N.Y. Uniform Commercial Code Law § 9-405: Modification of Assigned Contract

Section 9--405. Modification of Assigned Contract.

(a) Effect of modification on assignee. A modification of or

substitution for an assigned contract is effective against an assignee

if made in good faith. The assignee acquires corresponding rights under

the modified or substituted contract. The assignment may provide that

the modification or substitution is a breach of contract by the

assignor. This subsection is subject to subsections (b) through (d).

(b) Applicability of subsection (a). Subsection (a) applies to the

extent that:

(1) the right to payment or a part thereof under an assigned

contract has not been fully earned by performance; or

(2) the right to payment or a part thereof has been fully earned

by performance and the account debtor has not received

notification of the assignment under Section 9--406(a).

(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) Inapplicability to health-care-insurance receivable. This section

does not apply to an assignment of a health-care-insurance receivable.