§ 9-615 — Application of Proceeds of Disposition; Liability for Deficiency and Right to Surplus

New York § 9-615

• Jurisdiction: New York
• Law UCC: Uniform Commercial Code
• Part 6: Default
• Subpart 1: Default and Enforcement of Security Interest
• Art. 9: Secured Transactions

Text

Section 9--615. Application of Proceeds of Disposition; Liability for\n Deficiency and Right to Surplus.\n (a) Application of proceeds. A secured party shall apply or pay over\nfor application the cash proceeds of disposition under Section 9--610 in\nthe following order to:\n (1) the reasonable expenses of retaking, holding, preparing for\n disposition, processing, and disposing, and, to the extent\n provided for by agreement and not prohibited by law,\n reasonable attorney's fees and legal expenses incurred by the\n secured party;\n (1-a) in the case of a cooperative organization security\n interest, the holder thereof in the amount secured thereby;\n (2) the satisfaction of obligations secured by the security\n interest or agricultural lien under which the disposition is\n made;\n * (3) the satisfaction of obligations secured by any subordinate\n security interest in or other subordinate lien on the\n collateral if:\n (A) the secured party receives from the holder of the\n subordinate security interest or other lien an\n authenticated demand for proceeds before distribution of\n the proceeds is completed; and\n (B) in a case in which a consignor has an interest in the\n collateral, the subordinate security interest or other\n lien is senior to the interest of the consignor; and\n * NB Effective until June 3, 2026\n * (3) the satisfaction of obligations secured by any subordinate\n security interest in or other subordinate lien on the\n collateral if:\n (A) the secured party receives from the holder of the\n subordinate security interest or other lien a signed\n demand for proceeds before distribution of the proceeds\n is completed; and\n (B) in a case in which a consignor has an interest in the\n collateral, the subordinate security interest or other\n lien is senior to the interest of the consignor; and\n * NB Effective June 3, 2026\n * (4) a secured party that is a consignor of the collateral if\n the secured party receives from the consignor an\n authenticated demand for proceeds before distribution of the\n proceeds is completed.\n * NB Effective until June 3, 2026\n * (4) a secured party that is a consignor of the collateral if\n the secured party receives from the consignor a signed demand\n for proceeds before distribution of the proceeds is\n completed.\n * NB Effective June 3, 2026\n (b) Proof of subordinate interest. If requested by a secured party, a\nholder of a subordinate security interest or other lien shall furnish\nreasonable proof of the interest or lien within a reasonable time.\nUnless the holder does so, the secured party need not comply with the\nholder's demand under subsection (a) (3).\n (c) Application of noncash proceeds. A secured party need not apply or\npay over for application noncash proceeds of disposition under Section\n9--610 unless the failure to do so would be commercially unreasonable. A\nsecured party that applies or pays over for application noncash proceeds\nshall do so in a commercially reasonable manner.\n (d) Surplus or deficiency if obligation secured. If the security\ninterest under which a disposition is made secures payment or\nperformance of an obligation, after making the payments and applications\nrequired by subsection (a) and permitted by subsection (c):\n (1) unless subsection (a)(4) requires the secured party to apply\n or pay over cash proceeds to a consignor, the secured party\n shall account to and pay a debtor for any surplus; and\n (2) the obligor is liable for any deficiency.\n (e) No surplus or deficiency in sales of certain rights to payment. If\nthe underlying transaction is a sale of accounts, chattel paper, payment\nintangibles, or promissory notes:\n (1) the debtor is not entitled to any surplus; and\n (2) the obligor is not liable for any deficiency.\n (f) Calculation of surplus or deficiency in disposition to person\nrelated to secured party. The surplus or deficiency following a\ndisposition is calculated based on the amount of proceeds that would\nhave been realized in a disposition complying with this part to a\ntransferee other than the secured party, a person related to the secured\nparty, or a secondary obligor if:\n (1) the transferee in the disposition is the secured party, a\n person related to the secured party, or a secondary obligor;\n and\n (2) the amount of proceeds of the disposition is significantly\n below the range of proceeds that a complying disposition to a\n person other than the secured party, a person related to the\n secured party, or a secondary obligor would have brought.\n (g) Cash proceeds received by junior secured party. A secured party\nthat receives cash proceeds of a disposition in good faith and without\nknowledge that the receipt violates the rights of the holder of a\nsecurity interest or other lien that is not subordinate to the security\ninterest or agricultural lien under which the disposition is made:\n (1) takes the cash proceeds free of the security interest or\n other lien;\n (2) is not obligated to apply the proceeds of the disposition to\n the satisfaction of obligations secured by the security\n interest or other lien; and\n (3) is not obligated to account to or pay the holder of the\n security interest or other lien for any surplus.\n