Okla. Stat. tit. 12A, § 12A-3-206: Restrictive Indorsement

RESTRICTIVE INDORSEMENT

(a) An indorsement limiting payment to a particular person or

otherwise prohibiting further transfer or negotiation of the

instrument is not effective to prevent further transfer or

negotiation of the instrument.

(b) An indorsement stating a condition to the right of the

indorsee to receive payment does not affect the right of the

indorsee to enforce the instrument. A person paying the instrument

or taking it for value or collection may disregard the condition,

and the rights and liabilities of that person are not affected by

whether the condition has been fulfilled.

(c) If an instrument bears an indorsement (i) described in

subsection (b) of Section 4-201 of this title, or (ii) in blank or

to a particular bank using the words "for deposit", "for

collection", or other words indicating a purpose of having the

instrument collected by a bank for the indorser or for a particular

account, the following rules apply:

(1) A person, other than a bank, who purchases the

instrument when so indorsed converts the instrument

unless the amount paid for the instrument is received

by the indorser or applied consistently with the

indorsement;

(2) A depositary bank that purchases the instrument or

takes it for collection when so indorsed converts the

instrument unless the amount paid by the bank with

respect to the instrument is received by the indorser

or applied consistently with the indorsement;

(3) A payor bank that is also the depositary bank or that

takes the instrument for immediate payment over the

counter from a person other than a collecting bank

converts the instrument unless the proceeds of the

instrument are received by the indorser or applied

consistently with the indorsement; and

(4) Except as otherwise provided in paragraph (3) of this

subsection, a payor bank or intermediary bank may

disregard the indorsement and is not liable if the

proceeds of the instrument are not received by the

indorser or applied consistently with the indorsement.

(d) Except for an indorsement covered by subsection (c) of this

section, if an instrument bears an indorsement using words to the

effect that payment is to be made to the indorsee as agent, trustee,

or other fiduciary for the benefit of the indorser or another

person, the following rules apply:

(1) Unless there is notice of breach of fiduciary duty as

provided in Section 3-307 of this title, a person who

purchases the instrument from the indorsee or takes

the instrument from the indorsee for collection or

payment may pay the proceeds of payment or the value

given for the instrument to the indorsee without

regard to whether the indorsee violates a fiduciary

duty to the indorser; and

(2) A subsequent transferee of the instrument or person

who pays the instrument is neither given notice nor

otherwise affected by the restriction in the

indorsement unless the transferee or payor knows that

the fiduciary dealt with the instrument or its

proceeds in breach of fiduciary duty.

(e) The presence on an instrument of an indorsement to which

this section applies does not prevent a purchaser of the instrument

from becoming a holder in due course of the instrument unless the

purchaser is a converter under subsection (c) of this section or has

notice or knowledge of breach of fiduciary duty as stated in

subsection (d) of this section.

(f) In an action to enforce the obligation of a party to pay

the instrument, the obligor has a defense if payment would violate

an indorsement to which this section applies and the payment is not

permitted by this section.