Okla. Stat. tit. 12A, § 12A-3-302

HOLDER IN DUE COURSE

(a) Subject to subsection (c) of this section and subsection

(d) of Section 3-106 of this title, "holder in due course" means the

holder of an instrument if:

(1) the instrument when issued or negotiated to the holder

does not bear such apparent evidence of forgery or

alteration or is not otherwise so irregular or

incomplete as to call into question its authenticity;

and

(2) the holder took the instrument (i) for value, (ii) in

good faith, (iii) without notice that the instrument

is overdue or has been dishonored or that there is an

uncured default with respect to payment of another

instrument issued as part of the same series, (iv)

without notice that the instrument contains an

unauthorized signature or has been altered, (v)

without notice of any claim to the instrument

described in Section 3-306 of this title, and (vi)

without notice that any party has a defense or claim

in recoupment described in subsection (a) of Section

3-305 of this title.

(b) Notice of discharge of a party, other than discharge in an

insolvency proceeding, is not notice of a defense under subsection

(a) of this section, but discharge is effective against a person who

became a holder in due course with notice of the discharge. Public

filing or recording of a document does not of itself constitute

notice of a defense, claim in recoupment, or claim to the

instrument.

(c) Except to the extent a transferor or predecessor in

interest has rights as a holder in due course, a person does not

acquire rights of a holder in due course of an instrument taken (i)

by legal process or by purchase in an execution, bankruptcy, or

creditor's sale or similar proceeding, (ii) by purchase as part of a

bulk transaction not in ordinary course of business of the

transferor, or (iii) as the successor in interest to an estate or

other organization.

(d) If, under paragraph (1) of subsection (a) of Section 3-303

of this title, the promise of performance that is the consideration

for an instrument has been partially performed, the holder may

assert rights as a holder in due course of the instrument only to

the fraction of the amount payable under the instrument equal to the

value of the partial performance divided by the value of the

promised performance.

Oklahoma Statutes - Title 12A. Uniform Commercial Code Page 297

(e) If (i) the person entitled to enforce an instrument has

only a security interest in the instrument and (ii) the person

obliged to pay the instrument has a defense, claim in recoupment, or

claim to the instrument that may be asserted against the person who

granted the security interest, the person entitled to enforce the

instrument may assert rights as a holder in due course only to an

amount payable under the instrument which, at the time of

enforcement of the instrument, does not exceed the amount of the

unpaid obligation secured.

(f) To be effective, notice must be received at a time and in a

manner that gives a reasonable opportunity to act on it.

(g) This section is subject to any law limiting status as a

holder in due course in particular classes of transactions.