Okla. Stat. tit. 12A, § 12A-1-9-404

against assignee.

RIGHTS ACQUIRED BY ASSIGNEE;

CLAIMS AND DEFENSES AGAINST ASSIGNEE

(a) Unless an account debtor has made an enforceable agreement

not to assert defenses or claims, and subject to subsections (b)

through (e) of this section, 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 signed by the assignor or the

assignee.

(b) Subject to subsection (c) of this section and except as

otherwise provided in subsection (d) of this section, the claim of

an account debtor against an assignor may be asserted against an

assignee under subsection (a) of this section only to reduce the

amount the account debtor owes.

(c) 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) 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) This section does not apply to an assignment of a health-

care-insurance receivable.