(a) Other law governs alienability; exceptions. -- Except as otherwise provided in subsection (b) and Sections 9-406, 9-407,
9-408, and 9-409, whether a debtor's rights in collateral may be voluntarily or involuntarily transferred is governed by law
other than this Article.
(b) Agreement does not prevent transfer. -- An agreement between the debtor and secured party which prohibits a transfer of
the debtor's rights in collateral or makes the transfer a default does not prevent the transfer from taking effect.
72 Del. Laws, c. 401, § 1.;
§ 9-402. Secured party not obligated on contract of debtor or in tort.
The existence of a security interest, agricultural lien, or authority given to a debtor to dispose of or use collateral, without
more, does not subject a secured party to liability in contract, tort or otherwise for the debtor's acts or omissions.
72 Del. Laws, c. 401, § 1.;
§ 9-403. Agreement not to assert defenses against assignee.
(a) "Value." -- In this section, "value" has the meaning provided in Section 3-303(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 Section 3-305(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 Section 3-305(b).
(d) Omission of required statement in consumer transaction. -- In a consumer transaction, if (i) a record evidences the account
debtor's obligation, (ii) 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 (iii) 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 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) Other law not displaced. -- Except as otherwise provided in subsection (d), 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.
72 Del. Laws, c. 401, § 1.;
§ 9-404. Rights acquired by assignee; claims and defenses against assignee.
(a) Assignee's rights subject to terms, claims, and defenses; exceptions. -- Unless an account debtor has made an enforceable
agreement not to assert defenses or claims, and subject to subsections (b) through (e), the rights of an assignee are subject
to:
(1) all terms of the agreement between the account debtor and assignor and any defense or claim in recoupment arising from
the transaction that gave rise to the contract; and
(2) any other defense or claim of the account debtor against the assignor which accrues before the account debtor receives
a notification of the assignment authenticated by the assignor or the assignee.
(b) Account debtor's claim reduces amount owed to assignee. -- Subject to subsection (c) and except as otherwise provided
in subsection (d), the claim of an account debtor against an assignor may be asserted against an assignee under subsection
(a) only to reduce the amount the account debtor owes.
(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) Omission of required statement in consumer transaction. -- 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 account
debtor's recovery against an assignee with respect to claims and defenses against the assignor may not exceed amounts paid
by the account debtor under the record, and the record does not include such a statement, the extent to which a claim of an
account debtor against the assignor may be asserted against an assignee is determined as if the record included such a statement.
(e) Inapplicability to health-care-insurance receivable. -- This section does not apply to an assignment of a health-care-insurance
receivable.
72 Del. Laws, c. 401, § 1.;
§ 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.
72 Del. Laws, c. 401, § 1.;
§ 9-406. Discharge of account debtor; notification of assignment; identification and proof of assignment; restrictions on
assignment of accounts, chattel paper, payment intangibles, and promissory notes ineffective.
(a) Discharge of account debtor; effect of notification. -- 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) When notification ineffective. -- 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 this Article; 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) Proof of assignment. -- 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) Term restricting assignment generally ineffective. -- Except as otherwise provided in subsection (e) and Sections 2A-303
and 9-407, 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) Inapplicability of subsection (d) to certain sales. -- Subsection (d) does not apply to the sale of a payment intangible
or promissory note.
(f) Legal restrictions on assignment generally ineffective. -- Except as otherwise provided in Sections 2A-303 and 9-407 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, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under
the account or chattel paper.
(g) Subsection (b)(3) not waivable. -- Subject to subsection (h), an account debtor may not waive or vary its option under
subsection (b)(3).
(h) 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.
(i) Inapplicability. -- This section does not apply to:
(1) an assignment of a health-care-insurance receivable;
(2) a claim or right to receive compensation for injuries or sickness as described in 26 U.S.C. § 104(a)(1) or (2), as amended
from time to time;
(3) a claim or right to receive benefits under a special needs trust as described in 42 U.S.C. § 1396p(d)(4), as amended from
time to time;
(4) an interest in a trust, including any right or power of a beneficiary (including a settlor) or owner of a trust, arising
under a governing instrument (as defined in Section 3301(e) of Title 12), Title 12, or other applicable law, to the extent
that Delaware law governs such interest; or
(5) an interest in a partnership or limited liability company.
Subsection (f) does not apply to an assignment or transfer of, or the creation, attachment, perfection, or enforcement of,
a security interest in, a right the transfer of which is prohibited or restricted by any of the following statutes, to the
extent that the statute is inconsistent with subsection (f): Section 9011 of Title 11 (prohibiting assignment of victim awards
and recoveries); Section 2728 of Title 18 (restricting transferability of benefits, rights, privileges or options accruing
under certain annuity contracts); Section 6863 of Title 18 (prohibiting assignment of medical negligence compensation claims);
Section 2355 of Title 19 (prohibiting assignment of workers' compensation claims or payment for compensation due or to become
due); and Section 4808 of Title 29 (prohibiting assignment of lottery prizes).
(j) Section prevails over inconsistent law. -- Except as otherwise provided in subsection (i), this section prevails over
any inconsistent provision of an existing or future statute, rule or regulation of this State unless the provision is contained
in a statute of this State, refers expressly to this section and states that the provision prevails over this section.
72 Del. Laws, c. 401, § 1; 73 Del. Laws, c. 236, §§ 1, 2; 73 Del. Laws, c. 330, §§ 3, 4.;
§ 9-407. Restrictions on creation or enforcement of security interest in leasehold interest or in lessor's residual interest.
(a) Term restricting assignment generally ineffective. -- Except as otherwise provided in subsection (b), a term in a lease
agreement is ineffective to the extent that it:
(1) prohibits, restricts, or requires the consent of a party to the lease to the assignment or transfer of, or the creation,
attachment, perfection, or enforcement of a security interest in, an interest of a party under the lease contract or in the
lessor's residual interest in the goods; 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 lease.
(b) Effectiveness of certain terms. -- Except as otherwise provided in Section 2A-303(7), a term described in subsection (a)(2)
is effective to the extent that there is:
(1) a transfer by the lessee of the lessee's right of possession or use of the goods in violation of the term; or
(2) a delegation of a material performance of either party to the lease contract in violation of the term.
(c) Security interest not material impairment. -- The creation, attachment, perfection, or enforcement of a security interest
in the lessor's interest under the lease contract or the lessor's residual interest in the goods is not a transfer that materially
impairs the lessee's prospect of obtaining return performance or materially changes the duty of or materially increases the
burden or risk imposed on the lessee within the purview of Section 2A-303(4) unless, and then only to the extent that, enforcement
actually results in a delegation of material performance of the lessor.
72 Del. Laws, c. 401, § 1.;
§ 9-408. Restrictions on assignment of promissory notes, health-care-insurance receivables, and certain general intangibles
ineffective.
(a) Term restricting assignment generally ineffective. -- 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) Applicability of subsection (a) to sales of certain rights to payment. -- 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.
(c) Legal restrictions on assignment generally ineffective. -- 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) Limitation on ineffectiveness under subsections (a) and (c). -- 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.
(e) Inapplicability. -- This section does not apply to:
(1) a claim or right to receive compensation for injuries or sickness as described in 26 U.S.C. § 104(a)(1) or (2), as amended
from time to time;
(2) a claim or right to receive benefits under a special needs trust as described in 42 U.S.C. § 1396p(d)(4), as amended from
time to time;
(3) an interest in a trust, including any right or power of a beneficiary (including the settlor) or owner of a trust, arising
under a governing instrument (as defined in Section 3301(e) of Title 12), Title 12, or other applicable law, to the extent
that Delaware law governs such interest; or
(4) an interest in a partnership or limited liability company.
Subsection (c) does not apply to an assignment or transfer of, or the creation, attachment, perfection, or enforcement of
a security interest in, a right the transfer of which is prohibited or restricted by any of the following statutes, to the
extent that the statute is inconsistent with subsection (c): Section 9011 of Title 11 (prohibiting assignment of victim awards
and recoveries); Section 2728 of Title 18 (restricting transferability of benefits, rights, privileges or options accruing
under certain annuity contracts); Section 6863 of Title 18 (prohibiting assignment of medical negligence compensation claims);
Section 2355 of Title 19 (prohibiting assignment of workers' compensation claims or payment for compensation due or to become
due); and Section 4808 of Title 29 (prohibiting assignment of lottery prizes).
(f) Section prevails over inconsistent law. -- Except as otherwise provided in subsection (e), this section prevails over
any inconsistent provision of an existing or future statute, rule or regulation of this State unless the provision is contained
in a statute of this State, refers expressly to this section and states that the provision prevails over this section.
72 Del. Laws, c. 401, § 1; 73 Del. Laws, c. 236, §§ 3, 4; 73 Del. Laws, c. 330, §§ 5, 6.;
§ 9-409. Restrictions on assignment of letter-of-credit rights ineffective.
(a) Term or law restricting assignment generally ineffective. -- A term in a letter of credit or a rule of law, statute, regulation,
custom, or practice applicable to the letter of credit which prohibits, restricts, or requires the consent of an applicant,
issuer, or nominated person to a beneficiary's assignment of or creation of a security interest in a letter-of-credit right
is ineffective to the extent that the term or rule of law, statute, regulation, custom, or practice:
(1) would impair the creation, attachment, or perfection of a security interest in the letter-of-credit right; or
(2) provides that the assignment 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 letter-of-credit right.
(b) Limitation on ineffectiveness under subsection (a). -- To the extent that a term in a letter of credit is ineffective
under subsection (a) but would be effective under law other than this Article or a custom or practice applicable to the letter
of credit, to the transfer of a right to draw or otherwise demand performance under the letter of credit, or to the assignment
of a right to proceeds of the letter of credit, the creation, attachment, or perfection of a security interest in the letter-of-credit
right:
(1) is not enforceable against the applicant, issuer, nominated person, or transferee beneficiary;
(2) imposes no duties or obligations on the applicant, issuer, nominated person, or transferee beneficiary; and
(3) does not require the applicant, issuer, nominated person, or transferee beneficiary to recognize the security interest,
pay or render performance to the secured party, or accept payment or other performance from the secured party.
(a) Other law governs alienability; exceptions. -- Except as otherwise provided in subsection (b) and Sections 9-406, 9-407,
9-408, and 9-409, whether a debtor's rights in collateral may be voluntarily or involuntarily transferred is governed by law
other than this Article.
(b) Agreement does not prevent transfer. -- An agreement between the debtor and secured party which prohibits a transfer of
the debtor's rights in collateral or makes the transfer a default does not prevent the transfer from taking effect.
72 Del. Laws, c. 401, § 1.;
§ 9-402. Secured party not obligated on contract of debtor or in tort.
The existence of a security interest, agricultural lien, or authority given to a debtor to dispose of or use collateral, without
more, does not subject a secured party to liability in contract, tort or otherwise for the debtor's acts or omissions.
72 Del. Laws, c. 401, § 1.;
§ 9-403. Agreement not to assert defenses against assignee.
(a) "Value." -- In this section, "value" has the meaning provided in Section 3-303(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 Section 3-305(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 Section 3-305(b).
(d) Omission of required statement in consumer transaction. -- In a consumer transaction, if (i) a record evidences the account
debtor's obligation, (ii) 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 (iii) 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 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) Other law not displaced. -- Except as otherwise provided in subsection (d), 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.
72 Del. Laws, c. 401, § 1.;
§ 9-404. Rights acquired by assignee; claims and defenses against assignee.
(a) Assignee's rights subject to terms, claims, and defenses; exceptions. -- Unless an account debtor has made an enforceable
agreement not to assert defenses or claims, and subject to subsections (b) through (e), the rights of an assignee are subject
to:
(1) all terms of the agreement between the account debtor and assignor and any defense or claim in recoupment arising from
the transaction that gave rise to the contract; and
(2) any other defense or claim of the account debtor against the assignor which accrues before the account debtor receives
a notification of the assignment authenticated by the assignor or the assignee.
(b) Account debtor's claim reduces amount owed to assignee. -- Subject to subsection (c) and except as otherwise provided
in subsection (d), the claim of an account debtor against an assignor may be asserted against an assignee under subsection
(a) only to reduce the amount the account debtor owes.
(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) Omission of required statement in consumer transaction. -- 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 account
debtor's recovery against an assignee with respect to claims and defenses against the assignor may not exceed amounts paid
by the account debtor under the record, and the record does not include such a statement, the extent to which a claim of an
account debtor against the assignor may be asserted against an assignee is determined as if the record included such a statement.
(e) Inapplicability to health-care-insurance receivable. -- This section does not apply to an assignment of a health-care-insurance
receivable.
72 Del. Laws, c. 401, § 1.;
§ 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.
72 Del. Laws, c. 401, § 1.;
§ 9-406. Discharge of account debtor; notification of assignment; identification and proof of assignment; restrictions on
assignment of accounts, chattel paper, payment intangibles, and promissory notes ineffective.
(a) Discharge of account debtor; effect of notification. -- 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) When notification ineffective. -- 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 this Article; 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) Proof of assignment. -- 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) Term restricting assignment generally ineffective. -- Except as otherwise provided in subsection (e) and Sections 2A-303
and 9-407, 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) Inapplicability of subsection (d) to certain sales. -- Subsection (d) does not apply to the sale of a payment intangible
or promissory note.
(f) Legal restrictions on assignment generally ineffective. -- Except as otherwise provided in Sections 2A-303 and 9-407 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, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under
the account or chattel paper.
(g) Subsection (b)(3) not waivable. -- Subject to subsection (h), an account debtor may not waive or vary its option under
subsection (b)(3).
(h) 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.
(i) Inapplicability. -- This section does not apply to:
(1) an assignment of a health-care-insurance receivable;
(2) a claim or right to receive compensation for injuries or sickness as described in 26 U.S.C. § 104(a)(1) or (2), as amended
from time to time;
(3) a claim or right to receive benefits under a special needs trust as described in 42 U.S.C. § 1396p(d)(4), as amended from
time to time;
(4) an interest in a trust, including any right or power of a beneficiary (including a settlor) or owner of a trust, arising
under a governing instrument (as defined in Section 3301(e) of Title 12), Title 12, or other applicable law, to the extent
that Delaware law governs such interest; or
(5) an interest in a partnership or limited liability company.
Subsection (f) does not apply to an assignment or transfer of, or the creation, attachment, perfection, or enforcement of,
a security interest in, a right the transfer of which is prohibited or restricted by any of the following statutes, to the
extent that the statute is inconsistent with subsection (f): Section 9011 of Title 11 (prohibiting assignment of victim awards
and recoveries); Section 2728 of Title 18 (restricting transferability of benefits, rights, privileges or options accruing
under certain annuity contracts); Section 6863 of Title 18 (prohibiting assignment of medical negligence compensation claims);
Section 2355 of Title 19 (prohibiting assignment of workers' compensation claims or payment for compensation due or to become
due); and Section 4808 of Title 29 (prohibiting assignment of lottery prizes).
(j) Section prevails over inconsistent law. -- Except as otherwise provided in subsection (i), this section prevails over
any inconsistent provision of an existing or future statute, rule or regulation of this State unless the provision is contained
in a statute of this State, refers expressly to this section and states that the provision prevails over this section.
72 Del. Laws, c. 401, § 1; 73 Del. Laws, c. 236, §§ 1, 2; 73 Del. Laws, c. 330, §§ 3, 4.;
§ 9-407. Restrictions on creation or enforcement of security interest in leasehold interest or in lessor's residual interest.
(a) Term restricting assignment generally ineffective. -- Except as otherwise provided in subsection (b), a term in a lease
agreement is ineffective to the extent that it:
(1) prohibits, restricts, or requires the consent of a party to the lease to the assignment or transfer of, or the creation,
attachment, perfection, or enforcement of a security interest in, an interest of a party under the lease contract or in the
lessor's residual interest in the goods; 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 lease.
(b) Effectiveness of certain terms. -- Except as otherwise provided in Section 2A-303(7), a term described in subsection (a)(2)
is effective to the extent that there is:
(1) a transfer by the lessee of the lessee's right of possession or use of the goods in violation of the term; or
(2) a delegation of a material performance of either party to the lease contract in violation of the term.
(c) Security interest not material impairment. -- The creation, attachment, perfection, or enforcement of a security interest
in the lessor's interest under the lease contract or the lessor's residual interest in the goods is not a transfer that materially
impairs the lessee's prospect of obtaining return performance or materially changes the duty of or materially increases the
burden or risk imposed on the lessee within the purview of Section 2A-303(4) unless, and then only to the extent that, enforcement
actually results in a delegation of material performance of the lessor.
72 Del. Laws, c. 401, § 1.;
§ 9-408. Restrictions on assignment of promissory notes, health-care-insurance receivables, and certain general intangibles
ineffective.
(a) Term restricting assignment generally ineffective. -- 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) Applicability of subsection (a) to sales of certain rights to payment. -- 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.
(c) Legal restrictions on assignment generally ineffective. -- 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) Limitation on ineffectiveness under subsections (a) and (c). -- 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.
(e) Inapplicability. -- This section does not apply to:
(1) a claim or right to receive compensation for injuries or sickness as described in 26 U.S.C. § 104(a)(1) or (2), as amended
from time to time;
(2) a claim or right to receive benefits under a special needs trust as described in 42 U.S.C. § 1396p(d)(4), as amended from
time to time;
(3) an interest in a trust, including any right or power of a beneficiary (including the settlor) or owner of a trust, arising
under a governing instrument (as defined in Section 3301(e) of Title 12), Title 12, or other applicable law, to the extent
that Delaware law governs such interest; or
(4) an interest in a partnership or limited liability company.
Subsection (c) does not apply to an assignment or transfer of, or the creation, attachment, perfection, or enforcement of
a security interest in, a right the transfer of which is prohibited or restricted by any of the following statutes, to the
extent that the statute is inconsistent with subsection (c): Section 9011 of Title 11 (prohibiting assignment of victim awards
and recoveries); Section 2728 of Title 18 (restricting transferability of benefits, rights, privileges or options accruing
under certain annuity contracts); Section 6863 of Title 18 (prohibiting assignment of medical negligence compensation claims);
Section 2355 of Title 19 (prohibiting assignment of workers' compensation claims or payment for compensation due or to become
due); and Section 4808 of Title 29 (prohibiting assignment of lottery prizes).
(f) Section prevails over inconsistent law. -- Except as otherwise provided in subsection (e), this section prevails over
any inconsistent provision of an existing or future statute, rule or regulation of this State unless the provision is contained
in a statute of this State, refers expressly to this section and states that the provision prevails over this section.
72 Del. Laws, c. 401, § 1; 73 Del. Laws, c. 236, §§ 3, 4; 73 Del. Laws, c. 330, §§ 5, 6.;
§ 9-409. Restrictions on assignment of letter-of-credit rights ineffective.
(a) Term or law restricting assignment generally ineffective. -- A term in a letter of credit or a rule of law, statute, regulation,
custom, or practice applicable to the letter of credit which prohibits, restricts, or requires the consent of an applicant,
issuer, or nominated person to a beneficiary's assignment of or creation of a security interest in a letter-of-credit right
is ineffective to the extent that the term or rule of law, statute, regulation, custom, or practice:
(1) would impair the creation, attachment, or perfection of a security interest in the letter-of-credit right; or
(2) provides that the assignment 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 letter-of-credit right.
(b) Limitation on ineffectiveness under subsection (a). -- To the extent that a term in a letter of credit is ineffective
under subsection (a) but would be effective under law other than this Article or a custom or practice applicable to the letter
of credit, to the transfer of a right to draw or otherwise demand performance under the letter of credit, or to the assignment
of a right to proceeds of the letter of credit, the creation, attachment, or perfection of a security interest in the letter-of-credit
right:
(1) is not enforceable against the applicant, issuer, nominated person, or transferee beneficiary;
(2) imposes no duties or obligations on the applicant, issuer, nominated person, or transferee beneficiary; and
(3) does not require the applicant, issuer, nominated person, or transferee beneficiary to recognize the security interest,
pay or render performance to the secured party, or accept payment or other performance from the secured party.
(a) Other law governs alienability; exceptions. -- Except as otherwise provided in subsection (b) and Sections 9-406, 9-407,
9-408, and 9-409, whether a debtor's rights in collateral may be voluntarily or involuntarily transferred is governed by law
other than this Article.
(b) Agreement does not prevent transfer. -- An agreement between the debtor and secured party which prohibits a transfer of
the debtor's rights in collateral or makes the transfer a default does not prevent the transfer from taking effect.
72 Del. Laws, c. 401, § 1.;
§ 9-402. Secured party not obligated on contract of debtor or in tort.
The existence of a security interest, agricultural lien, or authority given to a debtor to dispose of or use collateral, without
more, does not subject a secured party to liability in contract, tort or otherwise for the debtor's acts or omissions.
72 Del. Laws, c. 401, § 1.;
§ 9-403. Agreement not to assert defenses against assignee.
(a) "Value." -- In this section, "value" has the meaning provided in Section 3-303(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 Section 3-305(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 Section 3-305(b).
(d) Omission of required statement in consumer transaction. -- In a consumer transaction, if (i) a record evidences the account
debtor's obligation, (ii) 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 (iii) 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 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) Other law not displaced. -- Except as otherwise provided in subsection (d), 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.
72 Del. Laws, c. 401, § 1.;
§ 9-404. Rights acquired by assignee; claims and defenses against assignee.
(a) Assignee's rights subject to terms, claims, and defenses; exceptions. -- Unless an account debtor has made an enforceable
agreement not to assert defenses or claims, and subject to subsections (b) through (e), the rights of an assignee are subject
to:
(1) all terms of the agreement between the account debtor and assignor and any defense or claim in recoupment arising from
the transaction that gave rise to the contract; and
(2) any other defense or claim of the account debtor against the assignor which accrues before the account debtor receives
a notification of the assignment authenticated by the assignor or the assignee.
(b) Account debtor's claim reduces amount owed to assignee. -- Subject to subsection (c) and except as otherwise provided
in subsection (d), the claim of an account debtor against an assignor may be asserted against an assignee under subsection
(a) only to reduce the amount the account debtor owes.
(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) Omission of required statement in consumer transaction. -- 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 account
debtor's recovery against an assignee with respect to claims and defenses against the assignor may not exceed amounts paid
by the account debtor under the record, and the record does not include such a statement, the extent to which a claim of an
account debtor against the assignor may be asserted against an assignee is determined as if the record included such a statement.
(e) Inapplicability to health-care-insurance receivable. -- This section does not apply to an assignment of a health-care-insurance
receivable.
72 Del. Laws, c. 401, § 1.;
§ 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.
72 Del. Laws, c. 401, § 1.;
§ 9-406. Discharge of account debtor; notification of assignment; identification and proof of assignment; restrictions on
assignment of accounts, chattel paper, payment intangibles, and promissory notes ineffective.
(a) Discharge of account debtor; effect of notification. -- 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) When notification ineffective. -- 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 this Article; 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) Proof of assignment. -- 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) Term restricting assignment generally ineffective. -- Except as otherwise provided in subsection (e) and Sections 2A-303
and 9-407, 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) Inapplicability of subsection (d) to certain sales. -- Subsection (d) does not apply to the sale of a payment intangible
or promissory note.
(f) Legal restrictions on assignment generally ineffective. -- Except as otherwise provided in Sections 2A-303 and 9-407 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, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under
the account or chattel paper.
(g) Subsection (b)(3) not waivable. -- Subject to subsection (h), an account debtor may not waive or vary its option under
subsection (b)(3).
(h) 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.
(i) Inapplicability. -- This section does not apply to:
(1) an assignment of a health-care-insurance receivable;
(2) a claim or right to receive compensation for injuries or sickness as described in 26 U.S.C. § 104(a)(1) or (2), as amended
from time to time;
(3) a claim or right to receive benefits under a special needs trust as described in 42 U.S.C. § 1396p(d)(4), as amended from
time to time;
(4) an interest in a trust, including any right or power of a beneficiary (including a settlor) or owner of a trust, arising
under a governing instrument (as defined in Section 3301(e) of Title 12), Title 12, or other applicable law, to the extent
that Delaware law governs such interest; or
(5) an interest in a partnership or limited liability company.
Subsection (f) does not apply to an assignment or transfer of, or the creation, attachment, perfection, or enforcement of,
a security interest in, a right the transfer of which is prohibited or restricted by any of the following statutes, to the
extent that the statute is inconsistent with subsection (f): Section 9011 of Title 11 (prohibiting assignment of victim awards
and recoveries); Section 2728 of Title 18 (restricting transferability of benefits, rights, privileges or options accruing
under certain annuity contracts); Section 6863 of Title 18 (prohibiting assignment of medical negligence compensation claims);
Section 2355 of Title 19 (prohibiting assignment of workers' compensation claims or payment for compensation due or to become
due); and Section 4808 of Title 29 (prohibiting assignment of lottery prizes).
(j) Section prevails over inconsistent law. -- Except as otherwise provided in subsection (i), this section prevails over
any inconsistent provision of an existing or future statute, rule or regulation of this State unless the provision is contained
in a statute of this State, refers expressly to this section and states that the provision prevails over this section.
72 Del. Laws, c. 401, § 1; 73 Del. Laws, c. 236, §§ 1, 2; 73 Del. Laws, c. 330, §§ 3, 4.;
§ 9-407. Restrictions on creation or enforcement of security interest in leasehold interest or in lessor's residual interest.
(a) Term restricting assignment generally ineffective. -- Except as otherwise provided in subsection (b), a term in a lease
agreement is ineffective to the extent that it:
(1) prohibits, restricts, or requires the consent of a party to the lease to the assignment or transfer of, or the creation,
attachment, perfection, or enforcement of a security interest in, an interest of a party under the lease contract or in the
lessor's residual interest in the goods; 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 lease.
(b) Effectiveness of certain terms. -- Except as otherwise provided in Section 2A-303(7), a term described in subsection (a)(2)
is effective to the extent that there is:
(1) a transfer by the lessee of the lessee's right of possession or use of the goods in violation of the term; or
(2) a delegation of a material performance of either party to the lease contract in violation of the term.
(c) Security interest not material impairment. -- The creation, attachment, perfection, or enforcement of a security interest
in the lessor's interest under the lease contract or the lessor's residual interest in the goods is not a transfer that materially
impairs the lessee's prospect of obtaining return performance or materially changes the duty of or materially increases the
burden or risk imposed on the lessee within the purview of Section 2A-303(4) unless, and then only to the extent that, enforcement
actually results in a delegation of material performance of the lessor.
72 Del. Laws, c. 401, § 1.;
§ 9-408. Restrictions on assignment of promissory notes, health-care-insurance receivables, and certain general intangibles
ineffective.
(a) Term restricting assignment generally ineffective. -- 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) Applicability of subsection (a) to sales of certain rights to payment. -- 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.
(c) Legal restrictions on assignment generally ineffective. -- 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) Limitation on ineffectiveness under subsections (a) and (c). -- 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.
(e) Inapplicability. -- This section does not apply to:
(1) a claim or right to receive compensation for injuries or sickness as described in 26 U.S.C. § 104(a)(1) or (2), as amended
from time to time;
(2) a claim or right to receive benefits under a special needs trust as described in 42 U.S.C. § 1396p(d)(4), as amended from
time to time;
(3) an interest in a trust, including any right or power of a beneficiary (including the settlor) or owner of a trust, arising
under a governing instrument (as defined in Section 3301(e) of Title 12), Title 12, or other applicable law, to the extent
that Delaware law governs such interest; or
(4) an interest in a partnership or limited liability company.
Subsection (c) does not apply to an assignment or transfer of, or the creation, attachment, perfection, or enforcement of
a security interest in, a right the transfer of which is prohibited or restricted by any of the following statutes, to the
extent that the statute is inconsistent with subsection (c): Section 9011 of Title 11 (prohibiting assignment of victim awards
and recoveries); Section 2728 of Title 18 (restricting transferability of benefits, rights, privileges or options accruing
under certain annuity contracts); Section 6863 of Title 18 (prohibiting assignment of medical negligence compensation claims);
Section 2355 of Title 19 (prohibiting assignment of workers' compensation claims or payment for compensation due or to become
due); and Section 4808 of Title 29 (prohibiting assignment of lottery prizes).
(f) Section prevails over inconsistent law. -- Except as otherwise provided in subsection (e), this section prevails over
any inconsistent provision of an existing or future statute, rule or regulation of this State unless the provision is contained
in a statute of this State, refers expressly to this section and states that the provision prevails over this section.
72 Del. Laws, c. 401, § 1; 73 Del. Laws, c. 236, §§ 3, 4; 73 Del. Laws, c. 330, §§ 5, 6.;
§ 9-409. Restrictions on assignment of letter-of-credit rights ineffective.
(a) Term or law restricting assignment generally ineffective. -- A term in a letter of credit or a rule of law, statute, regulation,
custom, or practice applicable to the letter of credit which prohibits, restricts, or requires the consent of an applicant,
issuer, or nominated person to a beneficiary's assignment of or creation of a security interest in a letter-of-credit right
is ineffective to the extent that the term or rule of law, statute, regulation, custom, or practice:
(1) would impair the creation, attachment, or perfection of a security interest in the letter-of-credit right; or
(2) provides that the assignment 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 letter-of-credit right.
(b) Limitation on ineffectiveness under subsection (a). -- To the extent that a term in a letter of credit is ineffective
under subsection (a) but would be effective under law other than this Article or a custom or practice applicable to the letter
of credit, to the transfer of a right to draw or otherwise demand performance under the letter of credit, or to the assignment
of a right to proceeds of the letter of credit, the creation, attachment, or perfection of a security interest in the letter-of-credit
right:
(1) is not enforceable against the applicant, issuer, nominated person, or transferee beneficiary;
(2) imposes no duties or obligations on the applicant, issuer, nominated person, or transferee beneficiary; and
(3) does not require the applicant, issuer, nominated person, or transferee beneficiary to recognize the security interest,
pay or render performance to the secured party, or accept payment or other performance from the secured party.