Ch. 535

1994 LAWS OF MARYLAND

BURDEN OR RISK IMPOSED ON, THE LESSEE WITHIN THE PURVIEW OF SUBSECTION
(5) UNLESS, AND THEN ONLY TO THE EXTENT THAT, THERE IS AN ACTUAL
DELEGATION OF A MATERIAL PERFORMANCE OF THE LESSOR.

(4)      A PROVISION IN A LEASE AGREEMENT WHICH (I) PROHIBITS A TRANSFER
OF A RIGHT TO DAMAGES FOR DEFAULT WITH RESPECT TO THE WHOLE LEASE
CONTRACT OR OF A RIGHT TO PAYMENT ARISING OUT OF THE TRANSFEROR'S DUE
PERFORMANCE OF THE TRANSFEROR'S ENTIRE OBLIGATION, OR (II) MAKES SUCH A
TRANSFER AN EVENT OF DEFAULT, IS NOT ENFORCEABLE, AND SUCH A TRANSFER
IS NOT A TRANSFER THAT MATERIALLY IMPAIRS THE PROSPECT OF OBTAINING
RETURN PERFORMANCE BY, MATERIALLY CHANGES THE DUTY OF, OR
MATERIALLY INCREASES THE BURDEN OR RISK IMPOSED ON, THE OTHER PARTY TO
THE LEASE CONTRACT WITHIN THE PURVIEW OF SUBSECTION (5).

(5)      SUBJECT TO SUBSECTIONS (3) AND (4):

(A)     IF A TRANSFER IS MADE WHICH IS MADE AN EVENT OF DEFAULT
UNDER A LEASE AGREEMENT, THE PARTY TO THE LEASE CONTRACT NOT MAKING

THE TRANSFER, UNLESS THAT PARTY WAIVES THE DEFAULT OR OTHERWISE
AGREES, HAS THE RIGHTS AND REMEDIES DESCRIBED IN § 2A-501(2);

(B)      IF PARAGRAPH (A) IS NOT APPLICABLE AND IF A TRANSFER IS MADE
THAT (I) IS PROHIBITED UNDER A LEASE AGREEMENT OR (II) MATERIALLY IMPAIRS
THE PROSPECT OF OBTAINING RETURN PERFORMANCE BY, MATERIALLY CHANGES
THE DUTY OF, OR MATERIALLY INCREASES THE BURDEN OR RISK IMPOSED ON, THE
OTHER PARTY TO THE LEASE CONTRACT, UNLESS THE PARTY NOT MAKING THE
TRANSFER AGREES AT ANY TIME TO THE TRANSFER IN THE LEASE CONTRACT OR
OTHERWISE, THEN, EXCEPT AS LIMITED BY CONTRACT, (I) THE TRANSFEROR IS
LIABLE TO THE PARTY NOT MAKING THE TRANSFER FOR DAMAGES CAUSED BY THE
TRANSFER TO THE EXTENT THAT THE DAMAGES COULD NOT REASONABLY BE

PREVENTED BY THE PARTY NOT MAKING THE TRANSFER AND (II) A COURT HAVING
JURISDICTION MAY GRANT OTHER APPROPRIATE RELIEF, INCLUDING
CANCELLATION OF THE LEASE CONTRACT OR AN INJUNCTION AGAINST THE
TRANSFEROR.

(6)      A TRANSFER OF "THE LEASE" OR OF "ALL MY RIGHTS UNDER THE
LEASE", OR A TRANSFER IN SIMILAR GENERAL TERMS, IS A TRANSFER OF RIGHTS,
AND, UNLESS THE LANGUAGE OR THE CIRCUMSTANCES, AS IN A TRANSFER FOR
SECURITY, INDICATE THE CONTRARY, THE TRANSFER IS A DELEGATION OF DUTIES
BY THE TRANSFEROR TO THE TRANSFEREE. ACCEPTANCE BY THE TRANSFEREE
CONSTITUTES A PROMISE BY THE TRANSFEREE TO PERFORM THOSE DUTIES. THE
PROMISE IS ENFORCEABLE BY EITHER THE TRANSFEROR OR THE OTHER PARTY TO
THE LEASE CONTRACT.

(7)      UNLESS OTHERWISE AGREED BY THE LESSOR AND THE LESSEE, A
DELEGATION OF PERFORMANCE DOES NOT RELIEVE THE TRANSFEROR AS AGAINST
THE OTHER PARTY OF ANY DUTY TO PERFORM OR OF ANY LIABILITY FOR
DEFAULT.

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