Okla. Stat. tit. 12A, § 12A-3-605

DISCHARGE OF SECONDARY OBLIGORS

(a) If a person entitled to enforce an instrument releases the

obligation of a principal obligor in whole or in part, and another

party to the instrument is a secondary obligor with respect to the

obligation of that principal obligor, the following rules apply:

(1) Any obligations of the principal obligor to the

secondary obligor with respect to any previous payment

by the secondary obligor are not affected. Unless the

terms of the release preserve the secondary obligor’s

recourse, the principal obligor is discharged, to the

extent of the release, from any other duties to the

secondary obligor under this article.

(2) Unless the terms of the release provide that the

person entitled to enforce the instrument retains the

right to enforce the instrument against the secondary

obligor, the secondary obligor is discharged to the

same extent as the principal obligor from any

unperformed portion of its obligation on the

instrument. If the instrument is a check and the

obligation of the secondary obligor is based on an

indorsement of the check, the secondary obligor is

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discharged without regard to the language or

circumstances of the discharge or other release.

(3) If the secondary obligor is not discharged under

paragraph (2) of this subsection, the secondary

obligor is discharged to the extent of the value of

the consideration for the release, and to the extent

that the release would otherwise cause the secondary

obligor a loss.

(b) If a person entitled to enforce an instrument grants a

principal obligor an extension of the time at which one or more

payments are due on the instrument and another party to the

instrument is a secondary obligor with respect to the obligation of

that principal obligor, the following rules apply:

(1) Any obligations of the principal obligor to the

secondary obligor with respect to any previous payment

by the secondary obligor are not affected. Unless the

terms of the extension preserve the secondary

obligor’s recourse, the extension correspondingly

extends the time for performance of any other duties

owed to the secondary obligor by the principal obligor

under this article.

(2) The secondary obligor is discharged to the extent that

the extension would otherwise cause the secondary

obligor a loss.

(3) To the extent that the secondary obligor is not

discharged under paragraph (2) of this subsection, the

secondary obligor may perform its obligations to a

person entitled to enforce the instrument as if the

time for payment had not been extended or, unless the

terms of the extension provide that the person

entitled to enforce the instrument retains the right

to enforce the instrument against the secondary

obligor as if the time for payment had not been

extended, treat the time for performance of its

obligations as having been extended correspondingly.
titled to enforce the instrument as if the

time for payment had not been extended or, unless the

terms of the extension provide that the person

entitled to enforce the instrument retains the right

to enforce the instrument against the secondary

obligor as if the time for payment had not been

extended, treat the time for performance of its

obligations as having been extended correspondingly.

(c) If a person entitled to enforce an instrument agrees, with

or without consideration, to a modification of the obligation of a

principal obligor other than a complete or a partial release or an

extension of the due date and another party to the instrument is a

secondary obligor with respect to the obligation of that principal

obligor, the following rules apply:

(1) Any obligations of the principal obligor to the

secondary obligor with respect to any previous payment

by the secondary obligor are not affected. The

modification correspondingly modifies any other duties

owed to the secondary obligor by the principal obligor

under this article.

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(2) The secondary obligor is discharged from any

unperformed portion of its obligation to the extent

that the modification would otherwise cause the

secondary obligor a loss.

(3) To the extent that the secondary obligor is not discharged

under paragraph (2) of this subsection, the secondary obligor may

satisfy its obligation on the instrument as if the modification had

not occurred, or treat its obligation on the instrument as having

been modified correspondingly.

(d) If the obligation of a principal obligor is secured by an

interest in collateral, another party to the instrument is a

secondary obligor with respect to that obligation, and a person

entitled to enforce the instrument impairs the value of the interest

in collateral, the obligation of the secondary obligor is discharged

to the extent of the impairment. The value of an interest in

collateral is impaired to the extent the value of the interest is

reduced to an amount less than the amount of the recourse of the

secondary obligor, or the reduction in value of the interest causes

an increase in the amount by which the amount of the recourse

exceeds the value of the interest. For purposes of this subsection,

impairing the value of an interest in collateral includes failure to

obtain or maintain perfection or recordation of the interest in

collateral, release of collateral without substitution of collateral

of equal value or equivalent reduction of the underlying obligation,

failure to perform a duty to preserve the value of collateral owed,

under Article 9 of the Uniform Commercial Code or other law, to a

debtor or other person secondarily liable, and failure to comply

with applicable law in disposing of or otherwise enforcing the

interest in collateral.

(e) A secondary obligor is not discharged under paragraph (3)

of subsection (a) of this section or subsections (b), (c), or (d) of

this section unless the person entitled to enforce the instrument

knows that the person is a secondary obligor or has notice under

subsection (c) of Section 3-419 of this title that the instrument

was signed for accommodation.
forcing the

interest in collateral.

(e) A secondary obligor is not discharged under paragraph (3)

of subsection (a) of this section or subsections (b), (c), or (d) of

this section unless the person entitled to enforce the instrument

knows that the person is a secondary obligor or has notice under

subsection (c) of Section 3-419 of this title that the instrument

was signed for accommodation.

(f) A secondary obligor is not discharged under this section if

the secondary obligor consents to the event or conduct that is the

basis of the discharge, or the instrument or a separate agreement of

the party provides for waiver of discharge under this section

specifically or by general language indicating that parties waive

defenses based on suretyship or impairment of collateral. Unless

the circumstances indicate otherwise, consent by the principal

obligor to an act that would lead to a discharge under this section

constitutes consent to that act by the secondary obligor if the

secondary obligor controls the principal obligor or deals with the

person entitled to enforce the instrument on behalf of the principal

obligor.

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(g) A release or extension preserves a secondary obligor’s

recourse if the terms of the release or extension provide that:

(1) the person entitled to enforce the instrument retains

the right to enforce the instrument against the

secondary obligor; and

(2) the recourse of the secondary obligor continues as if

the release or extension had not been granted.

(h) Except as otherwise provided in subsection (i) of this

section, a secondary obligor asserting discharge under this section

has the burden of persuasion both with respect to the occurrence of

the acts alleged to harm the secondary obligor and loss or prejudice

caused by those acts.

(i) If the secondary obligor demonstrates prejudice caused by

an impairment of its recourse, and the circumstances of the case

indicate that the amount of loss is not reasonably susceptible of

calculation or requires proof of facts that are not ascertainable,

it is presumed that the act impairing recourse caused a loss or

impairment equal to the liability of the secondary obligor on the

instrument. In that event, the burden of persuasion as to any

lesser amount of the loss is on the person entitled to enforce the

instrument.