Sec. 406. (a) Subject to subsections (b) through (i), an account debtor on an account, chattel paper, or a payment intangible may discharge its obligation by paying the assignor until, but not after, the account debtor receives a notification, authenticated by the assignor or the assignee, that the amount due or to become due has been assigned and that payment is to be made to the assignee. After receipt of the notification, the account debtor may discharge its obligation by paying the assignee and may not discharge the obligation by paying the assignor.
(b) Subject to subsection (h), notification is ineffective under subsection (a):
(1) if it does not reasonably identify the rights assigned;
(2) to the extent that an agreement between an account debtor and a seller of a payment intangible limits the account debtor's duty to pay a person other than the seller and the limitation is effective under law other than IC 26-1-9.1; or
(3) at the option of an account debtor, if the notification notifies the account debtor to make less than the full amount of any installment or other periodic payment to the assignee, even if:
(A) only a portion of the account, chattel paper, or payment intangible has been assigned to that assignee;
(B) a portion has been assigned to another assignee; or
(C) the account debtor knows that the assignment to that assignee is limited.
(c) Subject to subsection (h), if requested by the account debtor, an assignee shall seasonably furnish reasonable proof that the assignment has been made. Unless the assignee complies, the account debtor may discharge its obligation by paying the assignor, even if the account debtor has received a notification under subsection (a).
(d) Except as otherwise provided in subsection (e) and IC 26-1-2.1-303 and IC 26-1-9.1-407, and subject to subsection (h), a term in an agreement between an account debtor and an assignor or in a promissory note is ineffective to the extent that it:
(1) prohibits, restricts, or requires the consent of the account debtor or person obligated on the promissory note to the assignment or transfer of, or the creation, attachment, perfection, or enforcement of a security interest in, the account, chattel paper, payment intangible, or promissory note; or
(2) provides that the assignment or transfer or the creation, attachment, perfection, or enforcement of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the account, chattel paper, payment intangible, or promissory note.
(e) Subsection (d) does not apply to the sale of a payment intangible or promissory note other than a sale pursuant to a disposition under IC 26-1-9.1-610 or an acceptance of collateral under IC 26-1-9.1-620.
(f) Except as provided in IC 26-1-2.1-303 and IC 26-1-9.1-407, and subject to subsections (h) and (i), a rule of law, statute, or regulation that prohibits, restricts, or requires the consent of a government, governmental body or official, or account debtor to the assignment or transfer of, or creation of a security interest in, an account or chattel paper is ineffective to the extent that the rule of law, statute, or regulation:
(1) prohibits, restricts, or requires the consent of the government, governmental body or official, or account debtor to the assignment or transfer of, or the creation, attachment, perfection, or enforcement of a security interest in the account or chattel paper; or
(2) provides that the assignment or transfer or the creation, attachment, perfection, or enforcement of the security interest may give rise to a default, right of recoupment, claim, defense, termination, right of termination, or remedy under the account or chattel paper.
(g) Subject to subsection (h), an account debtor may not waive or vary its option under subsection (b)(3).
(h) This section is subject to law other than IC 26-1-9.1 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.
(i) This section does not apply to an assignment of a health-care-insurance receivable.
As added by P.L.57-2000, SEC.45. Amended by P.L.54-2011, SEC.10.
Structure Indiana Code
Article 1. Uniform Commercial Code
Chapter 9.1. Secured Transactions
26-1-9.1-102. Definitions and Index of Definitions
26-1-9.1-102.5. "Take Free"; "Takes Free"; "Takes the Money Free"; "Takes the Funds Free"
26-1-9.1-103. Purchase-Money Security Interest; Application of Payment; Burden of Establishing
26-1-9.1-104. Control of Deposit Account
26-1-9.1-105. Control of Electronic Chattel Paper
26-1-9.1-106. Control of Investment Property
26-1-9.1-107. Control of Letter-of-Credit Right
26-1-9.1-108. Sufficiency of Description
26-1-9.1-110. Security Interests Arising Under Ic 26-1-2 or Ic 26-1-2.1
26-1-9.1-201. General Effectiveness of Security Agreement
26-1-9.1-202. Title to Collateral Immaterial
26-1-9.1-204. After-Acquired Property; Future Advances
26-1-9.1-205. Use or Disposition of Collateral Permissible
26-1-9.1-206. Security Interest Arising in Purchase or Delivery of Financial Asset
26-1-9.1-207. Rights and Duties of Secured Party Having Possession or Control of Collateral
26-1-9.1-208. Additional Duties of Secured Party Having Control of Collateral
26-1-9.1-209. Duties of Secured Party if Account Debtor Has Been Notified of Assignment
26-1-9.1-210. Request for Accounting; Request Regarding List of Collateral or Statement of Account
26-1-9.1-301. Law Governing Perfection and Priority of Security Interests
26-1-9.1-302. Law Governing Perfection and Priority of Agricultural Liens
26-1-9.1-304. Law Governing Perfection and Priority of Security Interests in Deposit Accounts
26-1-9.1-305. Law Governing Perfection and Priority of Security Interests in Investment Property
26-1-9.1-306. Law Governing Perfection and Priority of Security Interests in Letter-of-Credit Rights
26-1-9.1-307. Location of Debtor
26-1-9.1-308. When Security Interest or Agricultural Lien Is Perfected; Continuity of Perfection
26-1-9.1-309. Security Interest Perfected Upon Attachment
26-1-9.1-314. Perfection by Control
26-1-9.1-315. Secured Party's Rights on Disposition of Collateral and in Proceeds
26-1-9.1-316. Continued Perfection of Security Interest Following Change in Governing Law
26-1-9.1-319. Rights and Title of Consignee With Respect to Creditors and Purchasers
26-1-9.1-321. Licensee of General Intangible and Lessee of Goods in Ordinary Course of Business
26-1-9.1-324. Priority of Purchase-Money Security Interests
26-1-9.1-325. Priority of Security Interests in Transferred Collateral
26-1-9.1-326. Priority of Security Interests Created by New Debtor
26-1-9.1-327. Priority of Security Interests in Deposit Account
26-1-9.1-328. Priority of Security Interests in Investment Property
26-1-9.1-329. Priority of Security Interests in Letter-of-Credit Rights
26-1-9.1-330. Priority of Purchases of Chattel Paper or Instrument
26-1-9.1-332. Transfer of Money; Transfer of Funds From Deposit Account
26-1-9.1-333. Priority of Certain Liens Arising by Operation of Law
26-1-9.1-334. Priority of Security Interests in Fixtures and Crops
26-1-9.1-336. Commingled Goods
26-1-9.1-337. Priority of Security Interests in Goods Covered by Certificate of Title
26-1-9.1-339. Priority Subject to Subordination
26-1-9.1-340. Effectiveness of Right of Recoupment or Setoff Against Deposit Account
26-1-9.1-341. Bank's Rights and Duties With Respect to Deposit Account
26-1-9.1-342. Bank's Right to Refuse to Enter Into or Disclose Existence of Control Agreement
26-1-9.1-401. Alienability of Debtor's Rights
26-1-9.1-402. Secured Party Not Obligated on Contract of Debtor or in Tort
26-1-9.1-403. Agreement Not to Assert Defenses Against Assignee
26-1-9.1-404. Rights Acquired by Assignee; Claims and Defenses Against Assignee
26-1-9.1-405. Modification of Assigned Contract
26-1-9.1-409. Restrictions on Assignment of Letter-of-Credit Rights Ineffective
26-1-9.1-503. Name of Debtor and Secured Party
26-1-9.1-504. Indication of Collateral
26-1-9.1-506. Effect of Errors or Omissions
26-1-9.1-507. Effect of Certain Events on Effectiveness of Financing Statement
26-1-9.1-508. Effectiveness of Financing Statement if New Debtor Becomes Bound by Security Agreement
26-1-9.1-509. Persons Entitled to File a Record
26-1-9.1-510. Effectiveness of Filed Record
26-1-9.1-511. Secured Party of Record
26-1-9.1-512. Amendment of Financing Statement
26-1-9.1-513. Termination Statement
26-1-9.1-514. Assignment of Powers of Secured Party of Record
26-1-9.1-516. What Constitutes Filing; Effectiveness of Filing
26-1-9.1-517. Effect of Indexing Errors
26-1-9.1-518. Claim Concerning Inaccurate or Wrongfully Filed Record
26-1-9.1-520. Acceptance and Refusal to Accept Record
26-1-9.1-521. Written Record Filing; Format
26-1-9.1-522. Maintenance and Destruction of Records
26-1-9.1-523. Information From Filing Office; Sale or License of Records
26-1-9.1-524. Delay by Filing Office
26-1-9.1-526. Filing—office Rules
26-1-9.1-602. Waiver and Variance of Rights and Duties
26-1-9.1-603. Agreement on Standards Concerning Rights and Duties
26-1-9.1-604. Procedure if Security Agreement Covers Real Property or Fixtures
26-1-9.1-605. Unknown Debtor or Secondary Obligor
26-1-9.1-606. Time of Default for Agricultural Lien
26-1-9.1-607. Collection and Enforcement by Secured Party
26-1-9.1-609. Secured Party's Right to Take Possession After Default
26-1-9.1-610. Disposition of Collateral After Default
26-1-9.1-611. Notification Before Disposition of Collateral
26-1-9.1-612. Timeliness of Notification Before Disposition of Collateral
26-1-9.1-613. Contents and Form of Notification Before Disposition of Collateral; General
26-1-9.1-615. Application of Proceeds of Disposition; Liability for Deficiency and Right to Surplus
26-1-9.1-616. Explanation of Calculation of Surplus or Deficiency
26-1-9.1-617. Rights of Transferee of Collateral
26-1-9.1-618. Rights and Duties of Certain Secondary Obligors
26-1-9.1-619. Transfer of Record or Legal Title
26-1-9.1-621. Notification of Proposal to Accept Collateral
26-1-9.1-622. Effect of Acceptance of Collateral
26-1-9.1-623. Right to Redeem Collateral
26-1-9.1-625. Remedies for Secured Party's Failure to Comply With Chapter
26-1-9.1-626. Action in Which Deficiency or Surplus Is in Issue
26-1-9.1-627. Determination of Whether Conduct Was Commercially Reasonable
26-1-9.1-703. Security Interest Perfected Before Effective Date
26-1-9.1-704. Security Interest Unperfected Before Effective Date
26-1-9.1-705. Effectiveness of Action Taken Before Effective Date
26-1-9.1-706. Filing of Initial Financing Statement; Effectiveness of Financing Statement
26-1-9.1-707. Pre-Effective-Date Financing Statement
26-1-9.1-708. Persons Entitled to File Initial Financing Statement or Continuation Statement
26-1-9.1-801. Transactions or Liens Entered Into or Created Before July 1, 2013
26-1-9.1-802. Security Interest Perfected Before July 1, 2013
26-1-9.1-803. Security Interest Unperfected Before July 1, 2013
26-1-9.1-804. Effectiveness of Action Taken Before July 1, 2013
26-1-9.1-806. Amendment of Financing Statement Filed Before July 1, 2013
26-1-9.1-807. Person Entitled to File Initial Financing Statement or Continuation Statement
26-1-9.1-902. Judicial Reviews of Financing Statements; Pro Se Motions