Okla. Stat. tit. 12A, § 12A-1-9-403: Agreement not to assert defenses against assignee

AGREEMENT NOT TO ASSERT DEFENSES AGAINST ASSIGNEE

(a) In this section, “value” has the meaning provided in

subsection (a) of Section 3-303 of this title.

(b) Except as otherwise provided in this section, an agreement

between an account debtor and an assignor not to assert against an

assignee any claim or defense that the account debtor may have

against the assignor is enforceable by an assignee that takes an

assignment:

(1) for value;

(2) in good faith;

(3) without notice of a claim of a property or possessory right

to the property assigned; and

(4) without notice of a defense or claim in recoupment of the

type that may be asserted against a person entitled to enforce a

negotiable instrument under subsection (a) Section 3-305 of this

title.

(c) Subsection (b) of this section does not apply to defenses

of a type that may be asserted against a holder in due course of a

negotiable instrument under subsection (b) of Section 3-305 of this

title.

(d) 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 rights of

an assignee are subject to claims or defenses that the account

debtor could assert against the original obligee, and the record

does not include such a statement:

(1) the record has the same effect as if the record included

such a statement; and

(2) the account debtor may assert against an assignee those

claims and defenses that would have been available if the record

included such a statement.

(e) 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.

(f) Except as otherwise provided in subsection (d) of this

section, this section does not displace law other than this article

which gives effect to an agreement by an account debtor not to

assert a claim or defense against an assignee.