Ohio § 1309.615

§ 1309.615.

(A) A secured party shall apply or pay over for application the cash proceeds of disposition

under section 1309.610 of the Revised Code 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's 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 an authenticated 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 who is a consignor of the collateral if the secured party receives

from the consignor an authenticated demand for proceeds before distribution of the

proceeds is completed. (B) If a secured party so requests, 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 is not required to comply with the

holder's demand under division (A)(3) of this section. (C) A secured party is not required to apply or pay over for application noncash proceeds

of disposition under section 1309.610 unless the failure to do so would be commercially unreasonable.  A secured party who 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 division

(A) of this section and permitted by division (C) of this section: (1) Unless division (A)(4) 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, chattel paper, payment intangibles,

or promissory notes, the debtor is not entitled to any surplus, and 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 sections 1309.601 to 1309.628 of the Revised Code 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. (G) A secured party who 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.