{"data":{"id":"us-ok/okla.-stat.-tit.-12a-12a-3-605","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 12A, § 12A-3-605","heading":"Discharge of Secondary Obligors","body":"DISCHARGE OF SECONDARY OBLIGORS\n\n(a) If a person entitled to enforce an instrument releases the\n\nobligation of a principal obligor in whole or in part, and another\n\nparty to the instrument is a secondary obligor with respect to the\n\nobligation of that principal obligor, the following rules apply:\n\n(1) Any obligations of the principal obligor to the\n\nsecondary obligor with respect to any previous payment\n\nby the secondary obligor are not affected. Unless the\n\nterms of the release preserve the secondary obligor’s\n\nrecourse, the principal obligor is discharged, to the\n\nextent of the release, from any other duties to the\n\nsecondary obligor under this article.\n\n(2) Unless the terms of the release provide that the\n\nperson entitled to enforce the instrument retains the\n\nright to enforce the instrument against the secondary\n\nobligor, the secondary obligor is discharged to the\n\nsame extent as the principal obligor from any\n\nunperformed portion of its obligation on the\n\ninstrument. If the instrument is a check and the\n\nobligation of the secondary obligor is based on an\n\nindorsement of the check, the secondary obligor is\n\ndischarged without regard to the language or\n\ncircumstances of the discharge or other release.\n\n(3) If the secondary obligor is not discharged under\n\nparagraph (2) of this subsection, the secondary\n\nobligor is discharged to the extent of the value of\n\nthe consideration for the release, and to the extent\n\nthat the release would otherwise cause the secondary\n\nobligor a loss.\n\n(b) If a person entitled to enforce an instrument grants a\n\nprincipal obligor an extension of the time at which one or more\n\npayments are due on the instrument and another party to the\n\ninstrument is a secondary obligor with respect to the obligation of\n\nthat principal obligor, the following rules apply:\n\n(1) Any obligations of the principal obligor to the\n\nsecondary obligor with respect to any previous payment\n\nby the secondary obligor are not affected. Unless the\n\nterms of the extension preserve the secondary\n\nobligor’s recourse, the extension correspondingly\n\nextends the time for performance of any other duties\n\nowed to the secondary obligor by the principal obligor\n\nunder this article.\n\n(2) The secondary obligor is discharged to the extent that\n\nthe extension would otherwise cause the secondary\n\nobligor a loss.\n\n(3) To the extent that the secondary obligor is not\n\ndischarged under paragraph (2) of this subsection, the\n\nsecondary obligor may perform its obligations to a\n\nperson entitled to enforce the instrument as if the\n\ntime for payment had not been extended or, unless the\n\nterms of the extension provide that the person\n\nentitled to enforce the instrument retains the right\n\nto enforce the instrument against the secondary\n\nobligor as if the time for payment had not been\n\nextended, treat the time for performance of its\n\nobligations as having been extended correspondingly.\ntitled to enforce the instrument as if the\n\ntime for payment had not been extended or, unless the\n\nterms of the extension provide that the person\n\nentitled to enforce the instrument retains the right\n\nto enforce the instrument against the secondary\n\nobligor as if the time for payment had not been\n\nextended, treat the time for performance of its\n\nobligations as having been extended correspondingly.\n\n(c) If a person entitled to enforce an instrument agrees, with\n\nor without consideration, to a modification of the obligation of a\n\nprincipal obligor other than a complete or a partial release or an\n\nextension of the due date and another party to the instrument is a\n\nsecondary obligor with respect to the obligation of that principal\n\nobligor, the following rules apply:\n\n(1) Any obligations of the principal obligor to the\n\nsecondary obligor with respect to any previous payment\n\nby the secondary obligor are not affected. The\n\nmodification correspondingly modifies any other duties\n\nowed to the secondary obligor by the principal obligor\n\nunder this article.\n\n(2) The secondary obligor is discharged from any\n\nunperformed portion of its obligation to the extent\n\nthat the modification would otherwise cause the\n\nsecondary obligor a loss.\n\n(3) To the extent that the secondary obligor is not discharged\n\nunder paragraph (2) of this subsection, the secondary obligor may\n\nsatisfy its obligation on the instrument as if the modification had\n\nnot occurred, or treat its obligation on the instrument as having\n\nbeen modified correspondingly.\n\n(d) If the obligation of a principal obligor is secured by an\n\ninterest in collateral, another party to the instrument is a\n\nsecondary obligor with respect to that obligation, and a person\n\nentitled to enforce the instrument impairs the value of the interest\n\nin collateral, the obligation of the secondary obligor is discharged\n\nto the extent of the impairment. The value of an interest in\n\ncollateral is impaired to the extent the value of the interest is\n\nreduced to an amount less than the amount of the recourse of the\n\nsecondary obligor, or the reduction in value of the interest causes\n\nan increase in the amount by which the amount of the recourse\n\nexceeds the value of the interest. For purposes of this subsection,\n\nimpairing the value of an interest in collateral includes failure to\n\nobtain or maintain perfection or recordation of the interest in\n\ncollateral, release of collateral without substitution of collateral\n\nof equal value or equivalent reduction of the underlying obligation,\n\nfailure to perform a duty to preserve the value of collateral owed,\n\nunder Article 9 of the Uniform Commercial Code or other law, to a\n\ndebtor or other person secondarily liable, and failure to comply\n\nwith applicable law in disposing of or otherwise enforcing the\n\ninterest in collateral.\n\n(e) A secondary obligor is not discharged under paragraph (3)\n\nof subsection (a) of this section or subsections (b), (c), or (d) of\n\nthis section unless the person entitled to enforce the instrument\n\nknows that the person is a secondary obligor or has notice under\n\nsubsection (c) of Section 3-419 of this title that the instrument\n\nwas signed for accommodation.\nforcing the\n\ninterest in collateral.\n\n(e) A secondary obligor is not discharged under paragraph (3)\n\nof subsection (a) of this section or subsections (b), (c), or (d) of\n\nthis section unless the person entitled to enforce the instrument\n\nknows that the person is a secondary obligor or has notice under\n\nsubsection (c) of Section 3-419 of this title that the instrument\n\nwas signed for accommodation.\n\n(f) A secondary obligor is not discharged under this section if\n\nthe secondary obligor consents to the event or conduct that is the\n\nbasis of the discharge, or the instrument or a separate agreement of\n\nthe party provides for waiver of discharge under this section\n\nspecifically or by general language indicating that parties waive\n\ndefenses based on suretyship or impairment of collateral. Unless\n\nthe circumstances indicate otherwise, consent by the principal\n\nobligor to an act that would lead to a discharge under this section\n\nconstitutes consent to that act by the secondary obligor if the\n\nsecondary obligor controls the principal obligor or deals with the\n\nperson entitled to enforce the instrument on behalf of the principal\n\nobligor.\n\n(g) A release or extension preserves a secondary obligor’s\n\nrecourse if the terms of the release or extension provide that:\n\n(1) the person entitled to enforce the instrument retains\n\nthe right to enforce the instrument against the\n\nsecondary obligor; and\n\n(2) the recourse of the secondary obligor continues as if\n\nthe release or extension had not been granted.\n\n(h) Except as otherwise provided in subsection (i) of this\n\nsection, a secondary obligor asserting discharge under this section\n\nhas the burden of persuasion both with respect to the occurrence of\n\nthe acts alleged to harm the secondary obligor and loss or prejudice\n\ncaused by those acts.\n\n(i) If the secondary obligor demonstrates prejudice caused by\n\nan impairment of its recourse, and the circumstances of the case\n\nindicate that the amount of loss is not reasonably susceptible of\n\ncalculation or requires proof of facts that are not ascertainable,\n\nit is presumed that the act impairing recourse caused a loss or\n\nimpairment equal to the liability of the secondary obligor on the\n\ninstrument. In that event, the burden of persuasion as to any\n\nlesser amount of the loss is on the person entitled to enforce the\n\ninstrument.","path":["OK Code","Title 12A"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os12A.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"dc98758d617ede26beca0decd71b4ba7a2ae5adfe5f36741b344bf98473f56a1","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-12a-12a-3-604","next":"us-ok/okla.-stat.-tit.-12a-12a-4-101"},"notice":"GroundRules: Original legal text. Not legal advice."}