Okla. Stat. tit. 12A, § 12A-1-9-408: Restrictions on assignment of promissory notes,

health-care-insurance receivables, and certain general intangibles

ineffective.

RESTRICTIONS ON ASSIGNMENT OF PROMISSORY

NOTES, HEALTH-CARE-INSURANCE RECEIVABLES, AND

CERTAIN GENERAL INTANGIBLES INEFFECTIVE

(a) Except as otherwise provided in subsections (b) and (f) of

this section, 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) Subsection (a) of this section 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, 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.

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

section, 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) 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) of this

section would be effective under law other than this article but is

ineffective under subsection (a) or (c) of this section, 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;

bligated 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) Subsections (a) and (c) of this section do not apply to the

assignment or transfer of or creation of a security interest in:

(1) 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;

(2) 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

(3) 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.

(f) This section does not apply to a security interest in an

ownership interest in a general partnership, limited partnership, or

limited liability company.

(g) As used in this section, "promissory note" includes a

negotiable instrument that evidences chattel paper.