Okla. Stat. tit. 12A, § 12A-1-9-615: Application of proceeds of disposition; liability for

deficiency and right to surplus.

APPLICATION OF PROCEEDS OF DISPOSITION;

LIABILITY FOR DEFICIENCY AND RIGHT TO SURPLUS

(a) A secured party shall apply or pay over for application the

cash proceeds of disposition pursuant to Section 1-9-610 of this

title in the following order to:

(1) the reasonable expenses of retaking, holding, preparing for

disposition, processing, and disposing, and, to the extent provided

for by agreement and not prohibited by law, reasonable attorney fees

and legal expenses incurred by the secured party;

(2) the satisfaction of obligations secured by the security

interest or agricultural lien under which the disposition is made;

(3) the satisfaction of obligations secured by any subordinate

security interest in or other subordinate lien on the collateral if:

(A) the secured party receives from the holder of the

subordinate security interest or other lien a signed

demand for proceeds before distribution of the

proceeds is completed; and

(B) in a case in which a consignor has an interest in the

collateral, the subordinate security interest or other

lien is senior to the interest of the consignor; and

(4) a secured party that is a consignor of the collateral if

the secured party receives from the consignor a signed demand for

proceeds before distribution of the proceeds is completed.

(b) If requested by a secured party, a holder of a subordinate

security interest or other lien shall furnish reasonable proof of

the interest or lien within a reasonable time. Unless the holder

does so, the secured party need not comply with the holder's demand

under paragraph (3) of subsection (a) of this section.

(c) A secured party need not apply or pay over for application

noncash proceeds of disposition pursuant to Section 1-9-610 of this

title unless the failure to do so would be commercially

unreasonable. A secured party that applies or pays over for

application noncash proceeds shall do so in a commercially

reasonable manner.

(d) If the security interest under which a disposition is made

secures payment or performance of an obligation, after making the

payments and applications required by subsection (a) of this section

and permitted by subsection (c) of this section:

(1) unless paragraph (4) of subsection (a) of this section

requires the secured party to apply or pay over cash proceeds to a

consignor, the secured party shall account to and pay a debtor for

any surplus; and

(2) the obligor is liable for any deficiency.

(e) If the underlying transaction is a sale of accounts,

tangible chattel paper, payment intangibles, or promissory notes:

(1) the debtor is not entitled to any surplus; and

(2) the obligor is not liable for any deficiency.

(f) The surplus or deficiency following a disposition is

calculated based on the amount of proceeds that would have been

realized in a disposition complying with this part to a transferee

other than the secured party, a person related to the secured party,

or a secondary obligor if:

(1) the transferee in the disposition is the secured party, a

person related to the secured party, or a secondary obligor; and

(2) the amount of proceeds of the disposition is significantly

below the range of proceeds that a complying disposition to a person

other than the secured party, a person related to the secured party,

or a secondary obligor would have brought.

a secondary obligor if:

(1) the transferee in the disposition is the secured party, a

person related to the secured party, or a secondary obligor; and

(2) the amount of proceeds of the disposition is significantly

below the range of proceeds that a complying disposition to a person

other than the secured party, a person related to the secured party,

or a secondary obligor would have brought.

(g) A secured party that receives cash proceeds of a

disposition in good faith and without knowledge that the receipt

violates the rights of the holder of a security interest or other

lien that is not subordinate to the security interest or

agricultural lien under which the disposition is made:

(1) takes the cash proceeds free of the security interest or

other lien;

(2) is not obligated to apply the proceeds of the disposition

to the satisfaction of obligations secured by the security interest

or other lien; and

(3) is not obligated to account to or pay the holder of the

security interest or other lien for any surplus.