                                 CODE OF VIRGINIA

AGREEMENT NOT TO ASSERT DEFENSES AGAINST ASSIGNEE (§ 8.9A-403)

a. &#8220;Value.&#8221; In this section, &#8220;value&#8221; has the meaning
provided in &#xA7; 8.3A-303 (a).

b. Agreement not to assert claim or defense. 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
   &#xA7; 8.3A-305 (a).

c. When subsection (b) not applicable. Subsection (b) does not apply to defenses
of a type that may be asserted against a holder in due course of a negotiable
instrument under &#xA7; 8.3A-305 (b).

d. Omission of required statement in consumer transaction. In a consumer
transaction, if a record evidences the account debtor&#8217;s obligation, law
other than this title 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. Rule for individual under other law. This section is subject to law other
than this title 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. Other law not displaced. Except as otherwise provided in subsection (d), this
section does not displace law other than this title which gives effect to an
agreement by an account debtor not to assert a claim or defense against an
assignee.

HISTORY: 1964, c. 219, § 8.9-206; 2000, c. 1007.