Okla. Stat. tit. 12A, § 12A-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.

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) Subject to subsections (b) through (k) of this section, 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, signed 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 subsections (h) and (k) of this section,

notification is ineffective under subsection (a) of this section:

(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

general 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 subsections (h) and (k) of this section, 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) of this section.

(d) (1) In this subsection, "promissory note" includes a

negotiable instrument that evidences chattel paper. Except as

otherwise provided in paragraph (2) of this subsection and

subsections (e) and (j) of this section and Sections 2A-303 and 1-9-

407 of this title, and subject to subsection (h) of this section, a

term in an agreement between an account debtor and an assignor or in

a promissory note is ineffective to the extent that it:

(A) 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

(B) 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.

(2) This subsection does not apply to the assignment or

transfer of or creation of a security interest in the following:

(A) a claim or right to receive compensation for injuries

or sickness as described in 26 U.S.C., Section 104

breach, right of recoupment, claim, defense,

termination, right of termination, or remedy under the

account, chattel paper, payment intangible, or

promissory note.

(2) This subsection does not apply to the assignment or

transfer of or creation of a security interest in the following:

(A) a claim or right to receive compensation for injuries

or sickness as described in 26 U.S.C., Section 104

(a)(1) or (2), as amended from time to time;

(B) a claim or right to receive benefits under a special

needs trust as described in 42 U.S.C., Section

1396p(d)(4), as amended from time to time; or

(C) a structured settlement payment right as defined in

paragraph 16 of Section 3239 of Title 12 of the

Oklahoma Statutes to the extent of any conflict

between the Uniform Commercial Code and the Structured

Settlement Protection Act of 2001.

(e) Subsection (d) of this section does not apply to the sale

of a payment intangible or promissory note, other than a sale

pursuant to a disposition under Section 1-9-610 of this title or an

acceptance of collateral under Section 1-9-620 of this title.

(f) Except as otherwise provided in subsection (j) of this

section and Sections 2A-303 and 1-9-407 of this title and subject to

subsections (h) and (i) of this section, 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) Subject to subsections (h) and (k) of this section, an

account debtor may not waive or vary its option under paragraph (3)

of subsection (b) of this section.

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

care-insurance receivable.

(j) Subsections (d) and (f) of this section do not apply to a

security interest in an ownership interest in a general partnership,

limited partnership, or limited liability company.

(k) Subsections (a), (b), (c), and (g) of this section do not

apply to a controllable account or controllable payment intangible.