Debtors and creditors; Uniform Assignment for Benefit of Creditors Act; effective date.

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ENGROSSED HOUSE
BILL NO. 3588 By: Harris of the House

and

Gollihare of the Senate

An Act relating to debtors and creditors; creating
the Uniform Assignment for Benefit of Creditors Act;
defining terms; providing for application of act to
assignments made by certain assignors; defining who
an assignee shall be; requiring assignment agreement
be a signed record; providing requirements for
record; permitting good-faith reliance on certain
assignor representation; directing the assignee
obtain certain rights, title, and interest in
assigned assets; requiring assignee take certain
interest in assigned assets; providing assignment
subject to other laws; setting effective date of
assignment agreement; defining financing statement;
providing for filing of financing statement; limiting
effect of filing or not filing financing statement;
requiring record for real property; authorizing
actions by assignee after assignor signature;
requiring notice unless waived; listing requirements
for notice; permitting reasonable means for notice to
unknown creditors; requiring duty to take all
reasonable actions; requiring assignee fiduciary duty
for the benefit of creditors; empowering assignee
with necessary powers to perform duties; limiting
powers to assignees with respect to a creditor that
submits a proof of claim; clarifying powers in
relation to liens; limiting power to avoid a transfer
made before the effective date of the assignment
agreements; requiring powers be exercised constituent
with fiduciary duty; authorizing creditor's claim
under certain circumstances; permitting assignee
discretion for certain claims; clarifying value date

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of certain unsecured claims; permitting creditor
claim after success in dispute; requiring complete
list of credits; detailing list requirements;
requiring certain notice; authorizing certain
proceeding for disputed claims; permitting
reconsideration of claims; providing requirements for
proof of claim; listing assignee's methods of
disposition of assets; permitting transferee to take
free of rights and interests if acting in good faith;
providing rights and interests for certain
transferred assets; disclaiming certain warrants to
the extent permitted by law; permitting certain
filing; defining protected secured creditor;
providing for priority for payment of claims;
permitting subordination agreements; providing for
subordinate claims; exempting assignor from personal
liability for act or omission by assignee; exempting
assignee from personal liability for act or omission
by assignor; exempting representatives from liability
except for gross negligence or willful misconduct;
permitting waiver of liability in assignment
agreement; deeming term unenforceable if term
relieves assignee of liability for act or omission
committed in bad faith or with reckless indifference;
finding an assignee personally liable for breach of
fiduciary duty; excluding from liability if assignee
acts in good faith; permitting request for removal of
assignee; authorizing removal for certain reasons;
authorizing court to appoint a successor assignee
under certain circumstances; permitting court to
order certain persons to turn over or disclose
certain information to successor assignee; requiring
assignee send certain information to creditors;
describing when assignee is discharged of duties;
providing for effect of assignment under laws of
another statute; authorizing district court to hear
certain matters; permitting court to issue certain
orders; permitting a court to appoint an assignee for
out of state matters; permitting court to enforce out
of state orders; requiring certain notice to
ancillary assignee; prohibiting agreement from
changing application of act; permitting reasonable
times to be fixed in agreement; requiring uniform
application; clarifying effect on the Electronic
Signatures in Global and National Commerce Act and
other federal law; applying act to assignments made
on or after November 1, 2026; providing for

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severability; providing for codification; and
providing an effective date.

BE IT ENACTED BY THE PEOPLE OF THE STATE OF OKLAHOMA:
SECTION 1. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 60.1 of Title 24, unless there
is created a duplication in numbering, reads as follows:
This act shall be known and may be cited as the "Uniform
Assignment for Benefit of Creditors Act".
SECTION 2. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 60.2 of Title 24, unless there
is created a duplication in numbering, reads as follows:
As used in this act:
1. "Affiliate" means:
a. a person that directly or indirectly owns, controls,
or holds, with power to vote, twenty percent (20%) or
more of the outstanding voting interests of another
person, other than a person that holds the interests:
(1) in a fiduciary or agency capacity without sole
discretionary power to vote the interests, or
(2) solely to secure a debt, if the person has not
in fact exercised the power to vote,
b. a person with twenty percent (20%) or more of the
person's outstanding voting interests directly or

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indirectly owned, controlled, or held, with power to
vote, by another person,
c. a person whose business is operated under a lease or
operating agreement by another person, or a person
substantially all of whose assets are controlled by
the other person, or
d. a person that operates the business or substantially
all the assets of another person under a lease or
operating agreement;
2. "Asset" means a legal or equitable interest in property of
an assignor, regardless of the person holding or in possession,
custody, or control of the property or where the property is
located. The term does not include:
a. a legal or equitable interest in property restricted
from assignment if the restriction is effective under
other law, unless the other law permits assignment
with the consent of another person and the person
consents to the assignment in a manner permitted by
the other law, or
b. if the assignor is an individual, a legal or
equitable interest in property to the extent it is
exempt from legal process under other law;
3. "Assigned asset" means an asset transferred under an
assignment;

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4. "Assignee" means a person to which assets are transferred
under an assignment;
5. "Assignment" means a transfer by a person of all the
person's assets to another person for the benefit of the
transferor's creditors;
6. "Assignment agreement" means an agreement that transfers or
provides for a transfer of all the assignor's assets;
7. "Assignment estate" means the assets held at a given time by
the assignee under an assignment;
8. "Assignor" means a person whose assets are transferred under
an assignment;
9. "Claim" means a creditor's right to payment or to an
equitable remedy, regardless of whether the right is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured, or
unsecured;
10. "Cohabitant" means each of two individuals not married to
each other who live together as a couple after each has reached the
age of majority or been emancipated;
11. "Creditor" means a person that has a claim against an
assigned asset or the assignor;
12. "Electronic" means relating to technology having
electrical, digital, magnetic, wireless, optical, electromagnetic,
or similar capabilities;

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13. "Good faith" means honesty in fact and the observance of
reasonable commercial standards of fair dealing;
14. "Insider" includes:
a. in the case of an individual:
(1) a relative of the individual,
(2) a partnership or limited liability company in
which the individual is a general partner or
managing member, or
(3) an organization of which the individual is a
director, officer, or person in control,
b. in the case of an organization:
(1) a director, officer, manager, or other person in
control of or with controlling equity interest
in the organization,
(2) a partnership or limited liability company in
which the organization is a general partner or
managing member,
(3) a general partner or managing member of the
organization, or
(4) a relative of a general partner, managing
member, director, officer, manager, or other
person in control of or with controlling equity
interest in the organization,
c. an affiliate, or

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d. a managing agent of an organization;
15. "Lien" means an interest in an asset that secures payment
or performance of an obligation;
16. "Organization" means a person other than an individual;
17. "Perfected lien" means a lien on:
a. real property other than fixtures on which a bona
fide purchaser of the property cannot acquire an
interest superior to the interest of the lienholder,
or
b. fixtures or property other than real property on
which a creditor cannot acquire a lien by attachment,
levy, or the like that is superior to the interest of
the lienholder;
18. "Person" means an individual, estate, business or nonprofit
entity, government or governmental subdivision, agency, or
instrumentality, or other legal entity. The term includes a
protected series, however denominated, of an entity if the protected
series is established under law that limits, or limits if conditions
specified under law are satisfied, the ability of a creditor of the
entity or of any other protected series of the entity to satisfy a
claim from assets of the protected series;
19. "Proof of claim" means a record a creditor submits to an
assignee to evidence the creditor's claim;
20. "Record" means information:

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a. inscribed on a tangible medium; or
b. stored in an electronic or other medium and
retrievable in perceivable form;
21. "Relative" means an individual related by affinity or
consanguinity within the third degree or a cohabitant;
22. "Security interest" means a lien created by an agreement;
23. "Send", in connection with a record or notification, means:
a. to deposit in the mail, deliver for transmission, or
transmit by any other usual means of communication,
with postage or cost of transmission provided for,
addressed to any address reasonable under the
circumstances, or
b. to cause the record or notification to be received
within the time it would have been received if
properly sent under subparagraph a of this paragraph;
24. "Sign" means, with present intent to authenticate or adopt
a record:
a. execute or adopt a tangible symbol, or
b. attach to or logically associate with the record an
electronic symbol, sound, or process;
25. "State" means a state of the United States, the District of
Columbia, Puerto Rico, the United States Virgin Islands, or any
other territory or possession subject to the jurisdiction of the

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United States. "State" includes a federally recognized Indian
tribe; and
26. "Transfer" means disposing of or parting with an asset or
with an interest in an asset, regardless of whether the disposition
or parting is indirect, conditional, or involuntary.
SECTION 3. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 60.3 of Title 24, unless there
is created a duplication in numbering, reads as follows:
This act shall apply to an assignment made by an assignor that
is:
1. An organization whose principal place of business is in this
state;
2. An organization whose internal affairs are governed by other
laws of this state;
3. An individual whose principal residence is in this state;
4. An organization wholly owned, directly or indirectly, by an
assignor that satisfies paragraph 1, 2, or 3 of this section; or
5. An organization that:
a. is partly owned, directly or indirectly, and
controlled by an assignor that satisfies paragraph 1,
2, or 3 of this section,
b. has no place of business or employees, and

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c. relies on the services the organization receives from
an assignor that satisfies paragraph 1, 2, or 3 of
this section.
SECTION 4. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 60.4 of Title 24, unless there
is created a duplication in numbering, reads as follows:
A. An assignee shall be a person that:
1. Is not a creditor, affiliate, or insider of the assignor;
2. Is not an affiliate or insider of a creditor of the
assignor;
3. Does not have a claim against the assignment estate, other
than a claim for fees and expenses to be paid under the assignment
agreement;
4. Does not have a material financial interest in the outcome
of the assignment, other than a claim for fees and expenses to be
paid under the assignment agreement;
5. Does not hold an equity interest in the assignor other than
a noncontrolling interest in a publicly traded company; and
6. Is not an affiliate of a person that fails to satisfy
paragraph 1, 2, 3, 4, or 5 of this subsection.
B. A person that satisfies subsection A of this section is not
precluded from being an assignee merely because the person performed
services for the assignor before the assignment.

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C. An assignment agreement shall be in a record signed by the
assignor and the assignee. The record shall:
1. State the name and address of the assignor and of the
assignee;
2. Transfer or provide for a transfer of all the assignor's
assets;
3. Describe the assigned assets in sufficient detail to
identify the assets;
4. Provide for the distribution of the assignment estate;
5. Describe the fees to be charged by the assignee in
connection with the assignment, including the basis on which they
are to be calculated; and
6. Include a representation by the assignor, under penalty of
perjury, that the assignor is assigning all the assignor's assets.
D. If an assignee relies in good faith on the assignor's
representation made under paragraph 6 of subsection C of this
section, all the assignor's assets shall be deemed to be assigned,
even if the representation is inaccurate.
SECTION 5. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 60.5 of Title 24, unless there
is created a duplication in numbering, reads as follows:
A. An assignee shall obtain the rights, title, and interests of
the assignor in the assigned assets.

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B. If the assignor is an organization, an assignee shall obtain
the rights, title, and interests of the assignor in assets acquired
after the assignment.
C. Except as provided in paragraph 12 of subsection B of
Section 10 of this act, an assignee shall take each assigned asset
subject to an existing interest in the asset held by another person.
D. An assignee shall hold the assigned assets subject to the
assignee's duties under Section 9 of this act.
E. An assignment shall be subject to other laws under which the
assignment may be fraudulent or otherwise voidable.
F. The effective date of an assignment agreement is the date
the agreement is signed by the last party to the agreement that is
required to sign the agreement unless a later date is identified in
the agreement as the effective date.
SECTION 6. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 60.6 of Title 24, unless there
is created a duplication in numbering, reads as follows:
A. In this section, "financing statement" shall have the same
meaning as in paragraph (39) of subsection (a) of Section 1-9-102 of
Title 12A of the Oklahoma Statutes.
B. An assignee of a legal or equitable interest in personal
property may file a financing statement in the filing office of:

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1. This state established for purposes of paragraph (2) of
subsection (a) of Section 1-9-501 of Title 12A of the Oklahoma
Statutes; or
2. Any other state in which:
a. the assignor would be located under Section 1-9-307
of Title 12A of the Oklahoma Statutes if the assignor
were a debtor for the purpose of that section, or
b. an asset of the assignment estate may be located.
C. A financing statement filed under subsection B of this
section shall indicate that it is filed in connection with an
assignment.
D. When filing a financing statement under subsection B of this
section, the assignee shall:
1. Attach a copy of the assignment agreement to the financing
statement; or
2. State on the financing statement that a copy of the
assignment agreement is available on request to the assignee.
E. A financing statement filed under subsection B of this
section may:
1. Designate the assignor as "debtor" and the assignee as
"secured party"; or
2. Use the terms "assignor" and "assignee" or words of similar
import.

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F. The filing of a financing statement under subsection B of
this section shall not itself be a factor in determining whether an
asset secures an obligation. The rights of the assignee under the
assignment are not affected if the assignee does not file a
financing statement under subsection B of this section.
G. An assignee of a legal or equitable interest in real
property shall record the assignment of the interest or notice of
the assignment under the real estate recording law of the
jurisdiction where the property is located.
H. An assignee shall comply with other laws governing the
transfer of title to an asset.
I. By signing an assignment agreement, the assignor authorizes
the assignee to take the actions required by this section.
SECTION 7. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 60.7 of Title 24, unless there
is created a duplication in numbering, reads as follows:
A. Unless a creditor waives in a signed record the right to
notification, an assignee shall send a notification of the
assignment to each creditor known to the assignee within a
reasonable time not to exceed thirty (30) days after the effective
date of the assignment agreement.
B. The notification shall:
1. Be in a record signed by the assignee;

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2. Include the assignee's name, address, and other contact
information reasonably necessary to communicate with the assignee;
3. Provide reasonable instructions for submitting a proof of
claim using the method established by the assignee under paragraph 5
of subsection B of Section 9 of this act; and
4. Identify the date established under paragraph 6 of
subsection B of Section 9 of this act by which each creditor whose
claim is not otherwise allowed without a timely proof of claim under
this act shall submit a proof of claim.
C. An assignee shall use reasonable means to provide the
information in subsection B of this section to unknown creditors,
including by any means the assignor regularly used to:
1. Provide information to the assignor's creditors; or
2. Communicate information about the assignor, other than
advertising, to the public.
SECTION 8. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 60.8 of Title 24, unless there
is created a duplication in numbering, reads as follows:
A. Subject to Section 23 of this act, an assignor has a duty to
take all reasonable actions necessary for the assignee to administer
the assignment, the assigned assets, and the assignment estate.
B. In furtherance of the duty under subsection A of this
section, the assignor shall:

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1. Preserve and turn over to the assignee the assigned assets
in the assignor's possession or control;
2. Provide to the assignee information reasonably necessary to
administer the assignment, the assigned assets, and the assignment
estate;
3. Sign any record reasonably necessary to transfer an assigned
asset and comply with any notarization required under other law;
4. Designate, and provide the assignee with the name, address,
and other contact information reasonably necessary to communicate
with, an appropriate person willing and able to act as a
representative on behalf of the assignor as may be reasonably
necessary to administer the assignment, the assigned assets, and the
assignment estate;
5. If the assignment includes a legal or equitable interest in
real property or titled personal property, cooperate with the
assignee in taking actions under Section 6 of this act;
6. On or as soon as practicable after the effective date of the
assignment agreement, provide the assignee:
a. a list of all assets,
b. a list of all the assignor's employees, including
those whose employment is terminated in connection
with the assignment, and
c. a list of all the assignor's known creditors,
including, for each creditor, the creditor's address

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and other contact information reasonably necessary to
communicate with the creditor;
7. Verify under penalty of perjury the accuracy of the lists
required under paragraph 6 of this subsection;
8. With respect to a legal or equitable interest in property
restricted from assignment, cooperate with the assignee to obtain
consent from a person whose consent to assign the interest is
necessary under other law; and
9. Provide assistance to the assignee as required by the
assignment agreement.
C. The duties in this section also apply to a representative
designated under paragraph 4 of subsection B of this section.
SECTION 9. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 60.9 of Title 24, unless there
is created a duplication in numbering, reads as follows:
A. Subject to Section 23 of this act, an assignee has a
fiduciary duty to the assignment estate for the benefit of
creditors:
1. Of loyalty, including the duty to manage the assignment in
good faith;
2. To use reasonable care to maximize distributions under
Section 15 of this act; and

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3. To wind up the assignment under Section 19 of this act in a
manner compatible with the best interests of the assignment estate
and creditors.
B. Without limitation on the duties under subsection A of this
section, and subject to Section 23 of this act, the assignee also
has a duty to:
1. Maintain a separate deposit account for funds related to the
assignment;
2. Collect on or dispose of each assigned asset, unless the
assignee determines it is more economically efficient to abandon the
asset;
3. Prepare and retain appropriate business records, including a
record of each receipt, disbursement, and collection on or
disposition of an assigned asset;
4. Pay administrative expenses of the assignment estate, to the
extent the assignment estate has sufficient unencumbered assets;
5. Establish a method that is reasonably designed to permit a
creditor to submit a proof of claim;
6. Establish a single date by which creditors whose claims are
not otherwise allowed without timely proofs of claim under this act
shall submit proofs of claim, which shall be ninety (90) days after
the effective date of the assignment agreement;
7. Unless a claim would receive minimal or no distribution
without regard to the claim's validity or asserted priority, examine

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the validity and priority of claims against the assignment estate
and, if necessary, consult with the representative designated by the
assignor under paragraph 4 of subsection B of Section 8 of this act;
8. At least every six (6) months, provide to each creditor a
summary of the assets, liabilities, and expenses of the assignment
estate;
9. Comply with all requirements of the Internal Revenue Service
and state and local taxing authorities;
10. Send a notification to each creditor of the assignee's
compensation and any change in the method of determining the
assignee's compensation from the method provided in the assignment
agreement;
11. Send a final accounting under subsection A of Section 19
this act; and
12. Comply with the other requirements imposed on the assignee
under this act.
SECTION 10. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 60.10 of Title 24, unless there
is created a duplication in numbering, reads as follows:
A. An assignee has the powers necessary or appropriate to
perform the assignee's duties.
B. Unless the assignment agreement expressly provides
otherwise, the assignee has power to:

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1. Operate an existing business that uses an assigned asset,
including preservation of the asset and collection on, or the sale,
lease, license, or other disposition of, the asset;
2. Incur secured or unsecured debt and pay expenses incidental
to the exercise of the power under paragraph 1 of this subsection;
3. Assert a right, claim, cause of action, or defense the
assignor could have asserted that relates to the assignment estate;
4. Engage professionals, including a professional previously
engaged by the assignor, to give advice, to prosecute or defend
litigation, or for other purposes as the assignee considers
appropriate, and pay professionals reasonable fees for services from
the assignment estate;
5. Collect on, or sell, lease, license, or otherwise dispose
of, an asset of the assignment estate regardless of whether the
asset is subject to a lien or other encumbrance;
6. Exercise a right to redeem an asset of the assignment estate
that is subject to a mortgage, deed of trust, security interest, or
other encumbrance;
7. Settle a matter involving a debtor of the assignor;
8. Prosecute or defend a litigation pending on the effective
date of the assignment agreement in favor of or against the assignor
in the manner and with the same effect as the assignor could have
done if the assignment had not been made;

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9. Recover an asset in the manner and with the same effect as
the assignor could have done if the assignment had not been made;
10. Settle claims against the assignment estate;
11. Abandon an assigned asset;
12. Subject to subsections C and E of this section, avoid a
transfer or the incurrence of an obligation which a creditor that
has filed a proof of claim could have avoided under other law if the
assignment had not been made; and
13. Invest funds, subject to applicable prudent investor
standards under other law.
C. The power under paragraph 12 of subsection B of this section
is exclusive to the assignee with respect to a creditor that submits
a proof of claim. A recovery by the assignee in the exercise of
this power shall be for the benefit of the assignment estate but may
not exceed the amount, asset, or other value the creditor could have
obtained by the avoidance.
D. For the purpose of exercising the assignee's power under
paragraph 12 of subsection B of this section, exercising a voidable-
transaction remedy, or otherwise establishing the priority of the
assignee's interest, an assignee has a lien on the assignment estate
and the status of:
1. A lien creditor under subparagraph (B) of paragraph (52) of
subsection (a) of Section 1-9-102 of Title 12A of the Oklahoma

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Statutes as to an asset that is a legal or equitable interest in
personal property or fixtures;
2. A bona fide purchaser under the laws of this state as to an
asset that is a legal or equitable interest in real property, other
than fixtures, located in this state; and
3. A bona fide purchaser under the law of another state as to
an asset that is a legal or equitable interest in real property,
other than fixtures, located in the other state.
E. An assignee's power under paragraph 12 of subsection B of
this section to avoid a transfer made before the effective date of
the assignment agreement, under or in connection with a swap
agreement, securities contract, commodity contract, forward
contract, repurchase agreement, or master netting agreement, is
limited to the extent a trustee would not have the power to avoid
the transfer under the Bankruptcy Code, 11 U.S.C., Section 101 et
seq., as amended.
F. An assignee shall exercise the powers under this section
consistent with the assignee's fiduciary duty under subsection A of
Section 9 of this act.
SECTION 11. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 60.11 of Title 24, unless there
is created a duplication in numbering, reads as follows:
A. An assignee shall allow a creditor's claim if:

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1. The creditor submits a proof of claim in compliance with
Section 13 of this act; and
2. The assignee does not dispute the claim under Section 12 of
this act before final distribution.
B. An assignee may:
1. Allow a claim, pay a known liquidated claim, or accept a
notice to the assignee of a claim received by the date established
by the assignee under paragraph 6 of subsection B of Section 9 of
this act even if the creditor does not submit a proof of claim; or
2. Allow and pay a claim evidenced by a late-filed proof of
claim, if the assignee determines there is a reasonable basis for
excusing the late filing.
C. Any unsecured portion of an allowed claim shall be valued as
of the effective date of the assignment agreement.
D. A creditor's claim is allowed if the creditor succeeds in a
dispute under subsection B of Section 12 of this act.
E. Subject to subsection F of this section, after expiration of
the time for submitting a proof of claim, the assignee shall create
a complete list of creditors that have submitted a proof of claim in
compliance with Section 13 of this act. For each creditor's claim,
the list shall state:
1. The amount of the claim, if the amount is known to the
assignee; and

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2. Whether the claim is secured or unsecured and, if secured,
describe the collateral for the claim.
F. If a class of creditors will receive no distribution on
account of allowed claims, the assignee shall send a notice in a
record to each creditor in that class that the creditor will receive
no distribution instead of the list required in subsection E of this
section.
G. If requested by a creditor or other party with an interest
in the assignment estate, the assignee shall provide the list
created under subsection E of this section to the person making the
request to the extent permitted by privacy laws and subject to any
privacy safeguards the assignee determines in the assignee's
business judgment are reasonably necessary.
SECTION 12. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 60.12 of Title 24, unless there
is created a duplication in numbering, reads as follows:
A. An assignee may dispute a creditor's claim before final
distribution by sending notification in a record stating the nature
of the assignee's dispute to the creditor.
B. If a dispute cannot be resolved consensually, the assignee
may commence a proceeding under Section 21 of this act to disallow
the claim. The assignee shall commence the proceeding before final
distribution under Section 15 of this act. If the proceeding is not

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filed before final distribution, the assignee shall allow the claim
under Section 11 of this act.
C. An assignee shall create a dollar-for-dollar reserve for the
estimated amount of the potential distribution on a disputed claim.
D. Subject to subsection B of this section, an assignee shall
disallow a claim for reimbursement or contribution of a person that
is liable with the assignor on, or that has secured, the claim, to
the extent:
1. The claim against the assignment estate is disallowed;
2. The claim for reimbursement or contribution is contingent as
of the time of allowance or disallowance; or
3. The person asserts a right of subrogation to the rights of a
creditor.
E. A claim for reimbursement or contribution of a person liable
with the assignor on, or that has secured, the claim that becomes
fixed after the effective date of the assignment agreement shall be
determined, and shall be allowed or disallowed, subject to
subsection B of this section, as if the claim had become fixed
before the effective date of the assignment agreement.
F. An assignee may reconsider the assignee's decision to allow
or disallow a claim for cause. If a reconsidered claim is allowed
under Section 11 of this act, before the assignee makes additional
payments or transfers to other creditors that are equal or junior in
priority under Section 15 of this act to the reconsidered claim, the

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creditor with the reconsidered claim shall receive a payment or
transfer in an amount proportionate in value to the payments or
transfers already received by the other creditors. This subsection
does not modify the assignee's right under other law to recover from
a creditor an excess payment or transfer made to the creditor. If a
reconsidered claim is disallowed, the assignee shall comply with
subsections B and C of this section.
SECTION 13. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 60.13 of Title 24, unless there
is created a duplication in numbering, reads as follows:
A. A proof of claim shall:
1. State the name, address, and other contact information
reasonably necessary to communicate with the creditor;
2. State the amount of the claim;
3. Briefly state the nature of the claim;
4. Identify any asset of the assignment estate securing the
claim;
5. Be signed by the creditor under penalty of perjury;
6. Include a copy of a record, if any, on which the claim is
based;
7. Be submitted using the method established under paragraph 5
of subsection B of Section 9 of this act; and
8. Be submitted by the date established by the assignee under
paragraph 6 of subsection B of Section 9 of this act.

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B. A proof of claim submitted in compliance with this section
is prima facie evidence of the validity and amount of the claim.
C. The submission by a creditor of a proof of claim in
compliance with this section constitutes the creditor's:
1. Consent to the jurisdiction of the court under Section 21 of
this act; and
2. Assignment to the assignee of any right of the creditor to
bring a voidable transaction action relating to the creditor's
claim.
SECTION 14. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 60.14 of Title 24, unless there
is created a duplication in numbering, reads as follows:
A. An assignee's disposition of an asset shall include:
1. Transfers to a transferee for value all of the assignee's
rights in the asset;
2. Discharges the assignee's lien and, to the extent the
assignment creates a security interest in favor of the assignee, the
assignee's security interest; and
3. Discharges any subordinate security interest or other lien
subordinate to the assignee's lien.
B. A transferee that acts in good faith takes free of the
rights and interests described in subsection A of this section, even
if the assignee fails to comply with this act or the requirements of
a judicial proceeding.

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C. If a transferee does not take free of the rights and
interests described in subsection A of this section, the transferee
takes the asset subject to:
1. The assignee's rights in the assets of the assignment
estate;
2. The assignee's lien and, if applicable, security interest;
and
3. Any other security interest or other lien.
D. Unless otherwise provided in a record, any warranty arising
by operation of law is disclaimed to the extent permitted by law.
E. If a subordinate security interest or other lien is
discharged under this section, the assignee may file a record with
the official or office responsible for maintaining an official
filing, recording, registration, or certificate-of-title system
covering the asset secured by the security interest or other lien.
The record shall state that the security interest or other lien is
discharged as a subordinate security interest or other lien in
connection with a disposition under an assignment for the benefit of
creditors of the assignor whose asset is subject to the security
interest or other lien.
SECTION 15. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 60.15 of Title 24, unless there
is created a duplication in numbering, reads as follows:

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A. In this section, "protected secured creditor" means a
secured creditor whose lien:
1. Is a perfected lien;
2. Cannot be avoided by the assignee under paragraph 12 of
subsection B of Section 10 of this act; and
3. Is not subordinate to the assignee's lien.
B. Except as provided in Section 16 of this act, the assignee
shall pay claims from the assignment estate allowed under Section 11
of this act in the order of priority stated in this section.
C. Unless otherwise agreed between the assignee and a protected
secured creditor, before distributions under subsections D, E, F,
and G of this section and in accordance with the priorities of
creditors with liens under other law, the protected secured creditor
shall receive the asset or the proceeds from the collection on or
disposition of the asset to the extent of the value of the protected
secured creditor's interest in the asset, less the assignee's
reasonable and necessary expenses of preserving or disposing of the
asset to the extent the expenses benefit the protected secured
creditor and are incurred with the protected secured creditor's
consent or acquiescence. The protected secured creditor has an
unsecured claim under paragraph 2 of subsection G of this section
for the amount of the claim that remains after deducting the amount
or value of an asset the protected secured creditor receives under
this subsection. To the extent a claim is secured by an asset the

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value of which, after the deductions provided under this subsection,
is greater than the amount of the claim, the protected secured
creditor may receive interest on the claim and any reasonable fees,
costs, or charges provided for under the agreement or other law
under which the claim arose.
D. After the distributions under subsection C of this section,
the assignee shall pay the necessary costs of the administration of
the assignment estate. Costs shall include:
1. Fees and reimbursements of the expenses of the assignee and
any professionals engaged by the assignee;
2. Post-assignment taxes incurred by the assignee;
3. Post-assignment rent incurred by the assignee in occupying
premises on which assets of the assignment estate are located or the
business of the assignor is conducted;
4. Post-assignment lease payments incurred by the assignee in
renting personal property used in the business of the assignor; and
5. Amounts required to be paid under the assignment agreement
for expenses of winding up the assignment under Section 19 of this
act.
E. After the distributions under subsections C and D of this
section, the assignee shall pay claims entitled to priority under
federal law including under 31 U.S.C., Section 3713, as amended,
from the assignment estate.

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F. After the distributions under subsections C, D, and E of
this section, the assignee shall pay claims from the assignment
estate for wages, salaries, or commissions earned not more than one
hundred eighty (180) days before the earlier of the effective date
of the assignment agreement or the cessation of the assignor's
business. Payment shall be limited to the greater of:
1. The amount of the claim allowed as a priority claim ahead of
claims of other unsecured creditors under the Bankruptcy Code, 11
U.S.C., Section 101 et seq., as amended; or
2. The amount allowed as a priority claim ahead of claims of
other unsecured creditors under applicable non-bankruptcy law.
G. After the distributions under subsections C, D, E, and F of
this section, each creditor shall receive a distribution of the
assets of the assignment estate in the following order of priority:
1. Unsecured claims entitled to priority ahead of claims of
other unsecured creditors under other law; and
2. Unsecured claims not entitled to priority.
H. If the assets available for distribution to claims with
equal priority under subsection G of this section are insufficient
to pay the total amount of the claims with that priority, each
creditor with a claim with that priority shall receive a pro rata
distribution of the available assets based on the proportion the
amount of the creditor's claim bears to the total amount of the
claims with that priority.

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I. If the claims entitled to the distribution under subsections
C, D, E, F, and G of this section are paid in full, the residue
shall be distributed to allowed claims evidenced by a late-filed
proof of claim, other than a late-filed claim allowed by the
assignee under paragraph 2 of subsection B of Section 11 of this
act, and, after the allowed claims evidenced by a late-filed proof
of claim have been paid in full, as provided in the assignment
agreement.
J. An assignee may make interim distributions after considering
future expenses and the reserves for disputed claims established
under subsection C of Section 12 of this act.
SECTION 16. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 60.16 of Title 24, unless there
is created a duplication in numbering, reads as follows:
A. A subordination agreement is enforceable under this act to
the same extent the agreement is enforceable under other law.
B. Subject to subsection C of this section, the following
claims are subordinate to a claim or interest that is senior or
equal in priority to a claim or interest represented by a security
or other equity interest in the assignor or an affiliate of the
assignor:
1. A claim arising from rescission of a purchase or sale of the
security or other equity interest;

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2. A claim for damages arising from the purchase or sale of the
security or other equity interest; and
3. A claim for reimbursement or contribution allowed on account
of the rescission or damage claim.
C. If the security is common stock or another common equity
interest, a claim subject to subordination under subsection B of
this section has the same priority as common stock or another common
equity interest.
SECTION 17. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 60.17 of Title 24, unless there
is created a duplication in numbering, reads as follows:
A. An assignor shall not be personally liable for an act or
omission by the assignee.
B. An assignee shall not be personally liable for an act or
omission by the assignor.
C. A representative designated by an assignor under paragraph 4
of subsection B of Section 8 of this act is exculpated to the same
extent as a person acting on behalf of the assignor under other law
had there been no assignment, except for an act or omission
resulting from the representative's gross negligence or willful
misconduct.
D. A term of an assignment agreement relieving the assignee of
liability is unenforceable to the extent the agreement relieves the
assignee of liability for an act or omission committed in bad faith

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or with reckless indifference to the purposes of the assignment or
the interests of the creditors of the assignment estate.
E. Subject to subsection F of this section, an assignee shall
be personally liable for breach of a fiduciary duty under subsection
A of Section 9 of this act. If the assignee is liable:
1. The assignee is personally liable to a creditor for an
individualized harm to the creditor if the harm is not shared by all
creditors or a class of creditors; and
2. The assignee is personally liable to the assignment estate
for a harm shared by all creditors or a class of creditors.
F. An assignee is not liable if, in the performance of the
assignee's duties and exercise of the assignee's powers, the
assignee relies in good faith on:
1. A record of the assignor;
2. Information, an opinion, a report, or a statement presented
to the assignee by the assignor's officer or employee, a committee
of the assignor's board of directors, an independent director or
manager of the assignor, or another representative of the assignor;
or
3. Information, an opinion, a report, or a statement presented
to the assignee by another person that has been selected with
reasonable care by or on behalf of the assignee as to a matter the
assignee reasonably believes is within the other person's
professional or expert competence.

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SECTION 18. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 60.18 of Title 24, unless there
is created a duplication in numbering, reads as follows:
A. The assignor or a creditor may request a district court to
remove the assignee, if the assignor or creditor has a reasonable
belief grounds for removal exist under subsection B of this section.
B. After a request under subsection A of this section or on the
district court's initiative in an action pending before the court
under Section 21 of this act, the court may remove an assignee:
1. For cause, including the assignee's fraud, dishonesty,
incompetence, gross mismanagement, or failure to comply with this
act; or
2. If removal of the assignee best serves the interests of the
creditors.
C. After an assignee resigns, or is removed, dies, or becomes
incapacitated, a successor assignee provided for in the assignment
agreement becomes the assignee, unless the successor assignee is not
eligible to be an assignee under subsection A of Section 4 of this
act or is subject to removal under subsection B of this section. A
court shall appoint a successor assignee if:
1. The assignment agreement does not provide for a successor
assignee; or
2. The successor assignee provided for in the assignment
agreement is ineligible to be an assignee under subsection A of

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Section 4 of this act or is subject to removal under subsection B of
this section.
D. Subject to Section 17 of this act, an assignee that resigns,
or is removed, dies, or becomes incapacitated, is discharged from
the assignee's duties under this act when the assignee, or a
representative of a deceased or incapacitated assignee:
1. Accounts for and turns over to the successor assignee all
assets of the assignment estate; and
2. Submits to creditors a report summarizing the receipts and
disbursements made during the service of the assignee.
E. Subject to an applicable privilege, a court may order an
attorney, accountant, or other person that has information in a
record relating to the assignment estate or the assignor's financial
affairs to turn over or disclose the record to the successor
assignee.
SECTION 19. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 60.19 of Title 24, unless there
is created a duplication in numbering, reads as follows:
A. On completion of an assignee's duties, the assignee shall
send a creditor whose claim is allowed under Section 11 of this act,
and not satisfied in full, a final accounting sufficient to inform
the creditor of all material aspects of the assignment, including:
1. A description of the actions taken by the assignee under the
assignment;

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2. A summary of the assets received by the assignee at the
commencement of the assignment and the assets received by the
assignee during the assignment;
3. A summary of disbursements made by the assignee during the
assignment for the purpose of administering the assignment estate,
including the fees charged by the assignee, and payments to
professionals, for rent, and for business purchases;
4. A summary of collections and dispositions of assets by the
assignee;
5. A summary of distributions made or proposed to be made by
the assignee for creditor claims;
6. A description of additional work to be done by the assignee
to complete the administration of the assignment estate and the
distributions under Section 15 of this act; and
7. Other information considered reasonably necessary by the
assignee.
B. Except as otherwise provided in the final accounting or if
the assignee has not fulfilled the assignee's duties under this act,
the assignee is discharged from the assignee's duties under this act
when the assignee sends the final accounting and distributes all the
assets of the assignment estate.
C. If the final accounting describes additional work under
paragraph 6 of subsection A of this section, the assignee shall
exercise the powers appropriate to complete the work.

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SECTION 20. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 60.20 of Title 24, unless there
is created a duplication in numbering, reads as follows:
A. Subject to subsection B of this section, an assignment made
under the law of another state shall be recognized and enforced on
an issue if the result for the issue would be substantially similar
to the result for the issue if the assignment had been made under
this act.
B. If a claim for wages, salaries, or commissions or a claim of
a governmental unit exists in another state, for the purpose of
determining the priority of the claim under paragraph 2 of
subsection F of Section 15 of this act, the assignee shall use the
amount asserted or determined under the law of the other state.
C. If an assignee determines that a creditor should receive the
treatment the creditor would receive under an assignment made under
the law of another state, the assignee may treat the creditor as the
creditor would be treated in the other state.
SECTION 21. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 60.21 of Title 24, unless there
is created a duplication in numbering, reads as follows:
A. A district court may hear and resolve a matter involving the
administration of an assignment or the exercise of an assignee's
powers and duties, including a request for instructions or approval
or to declare rights.

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B. Without limiting the rights of the assignee or a creditor or
other interested person to request the court to hear or resolve a
matter under subsection A of this section, on request of the
assignee, the court may issue an order relating to the
administration of the assignment or the exercise of the assignee's
powers and duties, including an order for disposition of an asset or
the incurrence of an obligation.
C. Acceptance of the assignment by the assignee constitutes the
assignee's consent to the jurisdiction of the court.
SECTION 22. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 60.22 of Title 24, unless there
is created a duplication in numbering, reads as follows:
A. Subject to other law of this state governing a person from
another state serving as a fiduciary in this state, a district court
may appoint a person serving as an assignee in an assignment in
another state, or the person's nominee, as an ancillary assignee
relating to assigned assets located in this state or subject to the
jurisdiction of a court in this state, if:
1. The person or nominee would be eligible to serve as an
assignee under Section 4 of this act; and
2. The appointment furthers the person's possession, custody,
control, or disposition of an assigned asset under the assignment in
the other state.

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B. The court may issue an order that implements an order
entered in another state appointing or directing an assignee or
otherwise concerning an assignment in the other state.
C. Unless the court orders otherwise, an ancillary assignee
appointed under subsection A of this section has the rights, powers,
and duties of an assignee appointed under this act.
D. A person in possession, custody, or control of an assigned
asset in this state, other than a creditor holding a lien or a right
of setoff or recoupment relating to the asset, shall, on
notification in a record by an ancillary assignee appointed under
subsection A of this section, turn over the asset to the ancillary
assignee.
SECTION 23. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 60.23 of Title 24, unless there
is created a duplication in numbering, reads as follows:
A. Except as provided in this section and subsection B of
Section 10 of this act, the provisions of this act may not be varied
by agreement.
B. The duties under subsection A of Section 8 of this act and
subsection A of Section 9 of this act may not be disclaimed by
agreement. An assignor and the assignee may determine by agreement
the standards measuring the fulfillment of the duties of the
assignor under Section 8 of this act and the assignee under Section
9 of this act if the standards are not manifestly unreasonable.

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C. Except as provided in subsection D of Section 17 of this
act, the assignment agreement may limit the assignee's liability
under Section 17 of this act and may require the assignee be
indemnified by the assignment estate.
D. Except as provided under subsection A of Section 7 of this
act, whenever this act requires an action to be taken within a
reasonable time, a time not manifestly unreasonable may be fixed by
agreement.
E. The assignment agreement may provide for duties of the
assignee in addition to those in this act.
SECTION 24. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 60.24 of Title 24, unless there
is created a duplication in numbering, reads as follows:
In applying and construing this uniform act, a court shall
consider the promotion of uniformity of the law among states that
enact it.
SECTION 25. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 60.25 of Title 24, unless there
is created a duplication in numbering, reads as follows:
This act modifies, limits, or supersedes the Electronic
Signatures in Global and National Commerce Act, 15 U.S.C., Section
7001 et seq., as amended, but does not modify, limit, or supersede
15 U.S.C., Section 7001(c), or authorize electronic delivery of any
of the notices described in 15 U.S.C., Section 7003(b).

ENGR. H. B. NO. 3588 Page 42
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SECTION 26. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 60.26 of Title 24, unless there
is created a duplication in numbering, reads as follows:
This act applies to an assignment made on or after November 1,
2026.
SECTION 27. This act shall become effective November 1, 2026.
Passed the House of Representatives the 24th day of March, 2026.

Presiding Officer of the House
of Representatives

Passed the Senate the ___ day of __________, 2026.

Presiding Officer of the Senate