N.Y. U.C.C. 9-405

Section 9--405. Modification of Assigned Contract.\n (a) Effect of modification on assignee. A modification of or\nsubstitution for an assigned contract is effective against an assignee\nif made in good faith. The assignee acquires corresponding rights under\nthe modified or substituted contract. The assignment may provide that\nthe modification or substitution is a breach of contract by the\nassignor. This subsection is subject to subsections (b) through (d).\n (b) Applicability of subsection (a). Subsection (a) applies to the\nextent that:\n (1) the right to payment or a part thereof under an assigned\n contract has not been fully earned by performance; or\n (2) the right to payment or a part thereof has been fully earned\n by performance and the account debtor has not received\n notification of the assignment under Section 9--406(a).\n (c) Rule for individual under other law. This section is subject to\nlaw other than this article which establishes a different rule for an\naccount debtor who is an individual and who incurred the obligation\nprimarily for personal, family, or household purposes.\n (d) Inapplicability to health-care-insurance receivable. This section\ndoes not apply to an assignment of a health-care-insurance receivable.\n