Okla. Stat. tit. 12A, § 12A-1-9-608

liability for deficiency and right to surplus.

APPLICATION OF PROCEEDS OF COLLECTION OR ENFORCEMENT;

LIABILITY FOR DEFICIENCY AND RIGHT TO SURPLUS

(a) If a security interest or agricultural lien secures payment

or performance of an obligation, the following rules apply:

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

cash proceeds of collection or enforcement under this section in the

following order to:

(A) the reasonable expenses of collection and enforcement

and, to the extent provided for by agreement and not

prohibited by law, reasonable attorney fees and legal

expenses incurred by the secured party;

(B) the satisfaction of obligations secured by the

security interest or agricultural lien under which the

collection or enforcement is made; and

(C) the satisfaction of obligations secured by any

subordinate security interest in or other lien on the

collateral subject to the security interest or

agricultural lien under which the collection or

enforcement is made if the secured party receives a

signed demand for proceeds before distribution of the

proceeds is completed.

(2) 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

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

under subparagraph (C) of paragraph (1) of this subsection.

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

noncash proceeds of collection and enforcement under this section

unless the failure to do so would be commercially unreasonable. A

Oklahoma Statutes - Title 12A. Uniform Commercial Code Page 141

secured party that applies or pays over for application noncash

proceeds shall do so in a commercially reasonable manner.

(4) A secured party shall account to and pay a debtor for any

surplus, and the obligor is liable for any deficiency.

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

chattel paper, payment intangibles, or promissory notes, the debtor

is not entitled to any surplus, and the obligor is not liable for

any deficiency.