Okla. Stat. tit. 12A, § 12A-8-306

Instruction.

Effect of Guaranteeing Signature, Indorsement, or Instruction.

(a) A person who guarantees a signature of an indorser of a

security certificate warrants that at the time of signing:

(1) the signature was genuine;

(2) the signer was an appropriate person to indorse, or if

the signature is by an agent, the agent had actual

authority to act on behalf of the appropriate person;

and

(3) the signer had legal capacity to sign.

(b) A person who guarantees a signature of the originator of an

instruction warrants that at the time of signing:

(1) the signature was genuine;

(2) the signer was an appropriate person to originate the

instruction, or if the signature is by an agent, the

agent had actual authority to act on behalf of the

appropriate person, if the person specified in the

instruction as the registered owner was, in fact, the

registered owner, as to which fact the signature

guarantor does not make a warranty; and

(3) the signer had legal capacity to sign.

(c) A person who specially guarantees the signature of an

originator of an instruction make the warranties of a signature

guarantor under subsection (b) of this section and also warrants

that at the time the instruction is presented to the issuer:

(1) the person specified in the instruction as the

registered owner of the uncertificated security will

be the registered owner; and

(2) the transfer of the uncertificated security requested

in the instruction will be registered by the issuer

free from all liens, security interests, restrictions,

and claims other than those specified in the

instruction.

(d) A guarantor under subsections (a) and (b) of this section

or a special guarantor under subsection (c) of this section does not

otherwise warrant the rightfulness of the transfer.

(e) A person who guarantees an indorsement of a security

certificate makes the warranties of a signature guarantor under

Oklahoma Statutes - Title 12A. Uniform Commercial Code Page 443

subsection (a) of this section and also warrants the rightfulness of

the transfer in all respects.

(f) A person who guarantees an instruction requesting the

transfer of an uncertificated security makes the warranties of a

special signature guarantor under subsection (c) of this section and

also warrants the rightfulness of the transfer in all respects.

(g) An issuer may not require a special guaranty of signature,

a guaranty of indorsement, or a guaranty of instruction as a

condition to registration of transfer.

(h) The warranties under this section are made to a person

taking or dealing with the security in reliance on the guaranty, and

the guarantor is liable to the person for loss resulting from their

breach. An indorser or originator of an instruction whose

signature, indorsement, or instruction has been guaranteed is liable

to a guarantor for any loss suffered by the guarantor as a result of

breach of the warranties of the guarantor.