WILLIAM DONALD SCHAEFER, Governor                            Ch. 535

OR THE NONCONFORMITY IS A DEFECT IN THE REQUIRED DOCUMENTS; BUT IF THE
NONCONFORMITY DOES NOT FALL WITHIN SUBSECTION (2) AND THE LESSOR OR
THE SUPPLIER GIVES ADEQUATE ASSURANCE OF ITS CURE, THE LESSEE MUST
ACCEPT THAT DELIVERY.

(2) WHENEVER NONCONFORMITY OR DEFAULT WITH RESPECT TO ONE OR
MORE DELIVERIES SUBSTANTIALLY IMPAIRS THE VALUE OF THE INSTALLMENT
LEASE CONTRACT AS A WHOLE THERE IS A DEFAULT WITH RESPECT TO THE
WHOLE. BUT, THE AGGRIEVED PARTY REINSTATES THE INSTALLMENT LEASE
CONTRACT AS A WHOLE IF THE AGGRIEVED PARTY ACCEPTS A NONCONFORMING
DELIVERY WITHOUT SEASONABLY NOTIFYING OF CANCELLATION OR BRINGS AN
ACTION WITH RESPECT ONLY TO PAST DELIVERIES OR DEMANDS PERFORMANCE AS
TO FUTURE DELIVERIES.

2A-511. MERCHANT LESSEE'S DUTIES AS TO RIGHTFULLY REJECTED GOODS

(1)      IF A LESSOR OR A SUPPLIER HAS NO AGENT OR PLACE OF BUSINESS AT
THE MARKET OF REJECTION, A MERCHANT LESSEE, AFTER REJECTION OF GOODS IN
HIS (OR HER) POSSESSION OR CONTROL, SHALL FOLLOW ANY REASONABLE
INSTRUCTIONS RECEIVED FROM THE LESSOR OR THE SUPPLIER WITH RESPECT TO
THE GOODS. IN THE ABSENCE OF THOSE INSTRUCTIONS, A MERCHANT LESSEE
SHALL MAKE REASONABLE EFFORTS TO SELL, LEASE, OR OTHERWISE DISPOSE OF
THE GOODS FOR THE LESSOR'S ACCOUNT IF THEY THREATEN TO DECLINE IN VALUE
SPEEDILY. INSTRUCTIONS ARE NOT REASONABLE IF ON DEMAND INDEMNITY FOR
EXPENSES IS NOT FORTHCOMING.

(2)      IF A MERCHANT LESSEE (SUBSECTION (1)) OR ANY OTHER LESSEE (§
2A-512 OF THIS SUBTITLE) DISPOSES OF GOODS, HE (OR SHE) IS ENTITLED TO
REIMBURSEMENT EITHER FROM THE LESSOR OR THE SUPPLIER OR OUT OF THE
PROCEEDS FOR REASONABLE EXPENSES OF CARING FOR AND DISPOSING OF THE
GOODS AND, IF THE EXPENSES INCLUDE NO DISPOSITION COMMISSION, TO SUCH
COMMISSION AS IS USUAL IN THE TRADE OR, IF THERE IS NONE, TO A REASONABLE
SUM NOT EXCEEDING 10 PERCENT OF THE GROSS PROCEEDS.

(3)      IN COMPLYING WITH THIS SECTION OR § 2A-512, THE LESSEE IS HELD
ONLY TO GOOD FAITH. GOOD FAITH CONDUCT HEREUNDER IS NEITHER
ACCEPTANCE OR CONVERSION NOR THE BASIS OF AN ACTION FOR DAMAGES.

(4)      A PURCHASER WHO PURCHASES IN GOOD FAITH FROM A LESSEE
PURSUANT TO THIS SECTION OR § 2A-512 TAKES THE GOODS FREE OF ANY RIGHTS
OF THE LESSOR AND THE SUPPLIER EVEN THOUGH THE LESSEE FAILS TO COMPLY
WITH ONE OR MORE OF THE REQUIREMENTS OF THIS ARTICLE.

2A-512. LESSEE'S DUTIES AS TO RIGHTFULLY REJECTED GOODS

(1) EXCEPT AS OTHERWISE PROVIDED WITH RESPECT TO GOODS THAT
THREATEN TO DECLINE IN VALUE SPEEDILY (§ 2A-511):

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