PART 5

TITLE 6

Commerce and Trade

SUBTITLE I

Uniform Commercial Code

ARTICLE 2A. LEASES

PART 5 Default

A. In General

§ 2A-501. Default: Procedure.

(1) Whether the lessor or the lessee is in default under a lease contract is determined by the lease agreement and this Article.

(2) If the lessor or the lessee is in default under the lease contract, the party seeking enforcement has rights and remedies
as provided in this Article and, except as limited by this Article, as provided in the lease agreement.

(3) If the lessor or the lessee is in default under the lease contract, the party seeking enforcement may reduce the party's
claim to judgment, or otherwise enforce the lease contract by self-help or any available judicial procedure or nonjudicial
procedure, including administrative proceeding, arbitration, or the like, in accordance with this Article.

(4) Except as otherwise provided in Section 1-305(a) of this Article of the lease agreement, the rights and remedies referred
to in subsections (2) and (3) are cumulative.

(5) If the lease agreement covers both real property and goods, the party seeking enforcement may proceed under this Part
as to the goods, or under other applicable law as to both the real property and the goods in accordance with that party's
rights and remedies in respect of the real property, in which case this Part does not apply.

68 Del. Laws, c. 249, § 1; 74 Del. Laws, c. 332, § 22.;

§ 2A-502. Notice after default.

Except as otherwise provided in this Article or the lease agreement, the lessor or lessee in default under the lease contract
is not entitled to notice of default or notice of enforcement from the other party to the lease agreement.

68 Del. Laws, c. 249, § 1.;

§ 2A-503. Modification or impairment of rights and remedies.

(1) Except as otherwise provided in this Article, the lease agreement may include rights and remedies for default in addition
to or in substitution for those provided in this Article and may limit or alter the measure of damages recoverable under this
Article.

(2) Resort to a remedy provided under this Article or in the lease agreement is optional unless the remedy is expressly agreed
to be exclusive. If circumstances cause an exclusive or limited remedy to fail of its essential purpose, or provision for
an exclusive remedy is unconscionable, remedy may be had as provided in this Article.

(3) Consequential damages may be liquidated under Section 2A-504, or may otherwise be limited, altered, or excluded unless
the limitation, alteration, or exclusion is unconscionable. Limitation, alteration or exclusion of consequential damages for
injury to the person in the case of consumer goods is prima facie unconscionable but limitation, alteration or exclusion of
damages where the loss is commercial is not prima facie unconscionable.

(4) Rights and remedies on default by the lessor or the lessee with respect to any obligation or promise collateral or ancillary
to the lease contract are not impaired by this Article.

68 Del. Laws, c. 249, § 1.;

§ 2A-504. Liquidation of damages.

(1) Damages payable by either party for default, or any other act or omission, including indemnity for loss or diminution
of anticipated tax benefits or loss or damage to lessor's residual interest, may be liquidated in the lease agreement but
only at an amount or by a formula that is reasonable in light of the then anticipated harm caused by the default or other
act or omission.

(2) If the lease agreement provides for liquidation of damages, and such provision does not comply with subsection (1), or
such provision is an exclusive or limited remedy that circumstances cause to fail of its essential purpose, remedy may be
had as provided in this Article.

(3) If the lessor justifiably withholds or stops delivery of goods because of the lessee's default or insolvency (Section
2A-525 or 2A-526), the lessee is entitled to restitution of any amount by which the sum of his payments exceeds:

(a) The amount to which the lessor is entitled by virtue of terms liquidating the lessor's damages in accordance with subsection
(1); or

(b) In the absence of those terms, 20 percent of the then present value of the total rent the lessee was obligated to pay
for the balance of the lease term, or, in the case of a consumer lease, the lesser of such amount or $500.

(4) A lessee's right to restitution under subsection (3) is subject to offset to the extent the lessor establishes:

(a) A right to recover damages under the provisions of this Article other than subsection (1); and

(b) The amount or value of any benefits received by the lessee directly or indirectly by reason of the lease contract.

68 Del. Laws, c. 249, § 1.;

§ 2A-505. Cancellation and termination and effect of cancellation, termination, rescission, or fraud on rights and remedies.

(1) On cancellation of the lease contract, all obligations that are still executory on both sides are discharged, but any
right based on prior default or performance survives, and the cancelling party also retains any remedy for default of the
whole lease contract or any unperformed balance.

(2) On termination of the lease contract, all obligations that are still executory on both sides are discharged but any right
based on prior default or performance survives.

(3) Unless the contrary intention clearly appears, expressions of "cancellation," "rescission," or the like of the lease contract
may not be construed as a renunciation or discharge of any claim in damages for an antecedent default.

(4) Rights and remedies for material misrepresentation or fraud include all rights and remedies available under this Article
for default.

(5) Neither rescission nor a claim for rescission of the lease contract nor rejection or return of the goods may bar or be
deemed inconsistent with a claim for damages or other right or remedy.

68 Del. Laws, c. 249, § 1; 70 Del. Laws, c. 186, § 1.;

§ 2A-506. Statute of limitations.

(1) An action for default under a lease contract, including breach of warranty or indemnity, must be commenced within 4 years
after the cause of action accrued. In a lease contract that is not a consumer lease, the parties in the original lease contract
may reduce the period of limitation to not less than 1 year.

(2) A cause of action for default accrues when the act or omission on which the default or breach of warranty is based is
or should have been discovered by the aggrieved party, or when the default occurs, whichever is later. A cause of action
for indemnity accrues (a) in the case of an indemnity against liability, when the act or omission on which the claim for indemnity
is based is or should have been discovered by the indemnified party, whichever is later, or (b) in the case of an indemnity
against loss or damage, when the person indemnified makes payment thereof.

(3) If an action commenced within the time limited by subsection (1) is so terminated as to leave available a remedy by another
action for the same default or breach of warranty or indemnity, the other action may be commenced after the expiration of
the time limited and within 6 months after the termination of the first action unless the termination resulted from voluntary
discontinuance or from dismissal for failure or neglect to prosecute.

(4) This section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action that
have accrued before this Article becomes effective.

68 Del. Laws, c. 249, § 1.;

§ 2A-507. Proof of market rent: Time and place.

(1) Damages based on market rent (Section 2A-519 or 2A-528) are determined according to the rent for the use of the goods
concerned for a lease term identical to the remaining lease term of the original lease agreement and prevailing at the times
specified in Sections 2A-519 and 2A-528.

(2) If evidence of rent for the use of the goods concerned for a lease term identical to the remaining lease term of the original
lease agreement and prevailing at the times or places described in this Article is not readily available, the rent prevailing
within any reasonable time before or after the time described or at any other place or for a different lease term which in
commercial judgment or under usage of trade would serve as a reasonable substitute for the one described may be used, making
any proper allowance for the difference, including the cost of transporting the goods to or from the other place.

(3) Evidence of a relevant rent prevailing at a time or place or for a lease term other than the one described in this Article
offered by one party is not admissible unless and until he has given the other party notice the court finds sufficient to
prevent unfair surprise.

(4) If the prevailing rent or value of any goods regularly leased in any established market is in issue, reports in official
publications or trade journals or in newspapers or periodicals of general circulation published as the reports of that market
are admissible in evidence. The circumstances of the preparation of the report may be shown to affect its weight but not
its admissibility.

68 Del. Laws, c. 249, § 1; 70 Del. Laws, c. 186, § 1.;

§ 2A-508. Lessee's remedies.

(1) If a lessor fails to deliver the goods in conformity to the lease contract (Section 2A-509) or repudiates the lease contract
(Section 2A-402), or a lessee rightfully rejects the goods (Section 2A-509) or justifiably revokes acceptance of the goods
(Section 2A-517), then with respect to any goods involved, and with respect to all of the goods if under an installment lease
contract the value of the whole lease contract is substantially impaired (Section 2A-510), the lessor is in default under
the lease contract and the lessee may:

(a) Cancel the lease contract (Section 2A-505(1));

(b) Recover so much of the rent and security as has been paid and is just under the circumstances;

(c) Cover and recover damages as to all goods affected whether or not they have been identified to the lease contract (Sections
2A-518 and 2A-520), or recover damages for nondelivery (Sections 2A-519 and 2A-520);

(d) Exercise any other rights or pursue any other remedies provided in the lease contract.

(2) If a lessor fails to deliver the goods in conformity to the lease contract or repudiates the lease contract, the lessee
may also:

(a) If the goods have been identified, recover them (Section 2A-522); or

(b) In a proper case, obtain specific performance or replevy the goods (Section 2A-521).

(3) If a lessor is otherwise in default under a lease contract, the lessee may exercise the rights and pursue the remedies
provided in the lease contract, which may include a right to cancel the lease, and in Section 2A-519(3).

(4) If a lessor has breached a warranty, whether express or implied, the lessee may recover damages (Section 2A-519(4)).

(5) On rightful rejection or justifiable revocation of acceptance, a lessee has a security interest in goods in the lessee's
possession or control for any rent and security that has been paid and any expenses reasonably incurred in their inspection,
receipt, transportation, and care and custody and may hold those goods and dispose of them in good faith and in a commercially
reasonable manner, subject to Section 2A-527(5).

(6) Subject to the provisions of Section 2A-407, a lessee, on notifying the lessor of the lessee's intention to do so, may
deduct all or any part of the damages resulting from any default under the lease contract from any part of the rent still
due under the same lease contract.

68 Del. Laws, c. 249, § 1.;

§ 2A-509. Lessee's rights on improper delivery; rightful rejection.

(1) Subject to the provisions of Section 2A-510 on default in installment lease contracts, if the goods or the tender or delivery
fail in any respect to conform to the lease contract, the lessee may reject or accept the goods or accept any commercial unit
or units and reject the rest of the goods.

(2) Rejection of goods is ineffective unless it is within a reasonable time after tender or delivery of the goods and the
lessee seasonably notifies the lessor.

68 Del. Laws, c. 249, § 1.;

§ 2A-510. Installment lease contracts: Rejection and default.

(1) Under an installment lease contract a lessee may reject any delivery that is nonconforming if the nonconformity substantially
impairs the value of that delivery and cannot be cured 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 1 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.

68 Del. Laws, c. 249, § 1.;

§ 2A-511. Merchant lessee's duties as to rightfully rejected goods.

(1) Subject to any security interest of a lessee (Section 2A-508(5)), 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 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 (Section 2A-512) disposes of goods, he 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 Section 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 Section 2A-512 takes the goods free
of any rights of the lessor and the supplier even though the lessee fails to comply with 1 or more of the requirements of
this Article.

68 Del. Laws, c. 249, § 1; 70 Del. Laws, c. 186, § 1.;

§ 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 (Section 2A-511) and subject
to any security interest of a lessee (Section 2A-508(5)):

(a) The lessee, after rejection of goods in the lessee's possession, shall hold them with reasonable care at the lessor's
or the supplier's disposition for a reasonable time after the lessee's seasonable notification of rejection;

(b) If the lessor or the supplier gives no instructions within a reasonable time after notification of rejection, the lessee
may store the rejected goods for the lessor's or the supplier's account or ship them to the lessor or the supplier or dispose
of them for the lessor's or the supplier's account with reimbursement in the manner provided in Section 2A-511; but

(2) Action by the lessee pursuant to subsection (1) is not acceptance or conversion.

68 Del. Laws, c. 249, § 1.;

§ 2A-513. Cure by lessor of improper tender or delivery; replacement.

(1) If any tender or delivery by the lessor or the supplier is rejected because it is nonconforming and the time for performance
has not yet expired, the lessor or the supplier may seasonably notify the lessee of the lessor's or the supplier's intention
to cure and may then make a conforming delivery within the time provided in the lease contract.

(2) If the lessee rejects a nonconforming tender that the lessor or the supplier had reasonable grounds to believe would be
acceptable with or without money allowance, the lessor or the supplier may have a further reasonable time to substitute a
conforming tender if he seasonably notifies the lessee.

68 Del. Laws, c. 249, § 1; 70 Del. Laws, c. 186, § 1.;

§ 2A-514. Waiver of lessee's objections.

(1) In rejecting goods, a lessee's failure to state a particular defect that is ascertainable by reasonable inspection precludes
the lessee from relying on the defect to justify rejection or to establish default:

(a) If, stated seasonably, the lessor or the supplier could have cured it (Section 2A-513); or

(b) Between merchants if the lessor or the supplier after rejection has made a request in writing for a full and final written
statement of all defects on which the lessee proposes to rely.

(2) A lessee's failure to reserve rights when paying rent or other consideration against documents precludes recovery of the
payment for defects apparent in the documents.

68 Del. Laws, c. 249, § 1; 74 Del. Laws, c. 332, § 23.;

§ 2A-515. Acceptance of goods.

(1) Acceptance of goods occurs after the lessee has had a reasonable opportunity to inspect the goods and

(a) The lessee signifies or acts with respect to the goods in a manner that signifies to the lessor or the supplier that the
goods are conforming or that the lessee will take or retain them in spite of their nonconformity; or

(b) The lessee fails to make an effective rejection of the goods (Section 2A-509(2)).

(2) Acceptance of a part of any commercial unit is acceptance of that entire unit.

68 Del. Laws, c. 249, § 1.;

§ 2A-516. Effect of acceptance of goods; notice of default; burden of establishing default after acceptance; notice of claim
or litigation to person answerable over.

(1) A lessee must pay rent for any goods accepted in accordance with the lease contract, with due allowance for goods rightfully
rejected or not delivered.

(2) A lessee's acceptance of goods precludes rejection of the goods accepted. In the case of a finance lease, if made with
knowledge of a nonconformity, acceptance cannot be revoked because of it. In any other case, if made with knowledge of a
nonconformity, acceptance cannot be revoked because of it unless the acceptance was on the reasonable assumption that the
nonconformity would be seasonably cured. Acceptance does not of itself impair any other remedy provided by this Article
or the lease agreement for nonconformity.

(3) If a tender has been accepted:

(a) Within a reasonable time after the lessee discovers or should have discovered any default, the lessee shall notify the
lessor and the supplier, if any, or be barred from any remedy against the party not notified;

(b) Except in the case of a consumer lease, within a reasonable time after the lessee receives notice of litigation for infringement
or the like (Section 2A-211) the lessee shall notify the lessor or be barred from any remedy over for liability established
by the litigation; and

(4) If a lessee is sued for breach of a warranty or other obligation for which a lessor or a supplier is answerable over,
the following apply:

(a) The lessee may give the lessor or the supplier, or both, written notice of the litigation. If the notice states that
the person notified may come in and defend and that if the person notified does not do so that person will be bound in any
action against that person by the lessee by any determination of fact common to the 2 litigations, then unless the person
notified after seasonable receipt of the notice does come in and defend that person is so bound.

(b) The lessor or the supplier may demand in writing that the lessee turn over control of the litigation including settlement
if the claim is one for infringement or the like (Section 2A-211) or else be barred from any remedy over. If the demand states
that the lessor or the supplier agrees to bear all expense and to satisfy any adverse judgment, then unless the lessee after
seasonable receipt of the demand does turn over control the lessee is so barred.

(5) Subsections (3) and (4) apply to any obligation of a lessee to hold the lessor or the supplier harmless against infringement
or the like (Section 2A-211).

68 Del. Laws, c. 249, § 1.;

§ 2A-517. Revocation of acceptance of goods.

(1) A lessee may revoke acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to the
lessee if the lessee has accepted it:

(a) Except in the case of a finance lease, on the reasonable assumption that its nonconformity would be cured and it has not
been seasonably cured; or

(b) Without discovery of the nonconformity if the lessee's acceptance was reasonably induced either by the lessor's assurances
or, except in the case of a finance lease, by the difficulty of discovery before acceptance.

(2) Except in the case of a finance lease that is not a consumer lease, a lessee may revoke acceptance of a lot or commercial
unit if the lessor defaults under the lease contract and the default substantially impairs the value of that lot or commercial
unit to the lessee.

(3) If the lease agreement so provides, the lessee may revoke acceptance of a lot or commercial unit because of other defaults
by the lessor.

(4) Revocation of acceptance must occur within a reasonable time after the lessee discovers or should have discovered the
ground for it and before any substantial change in condition of the goods which is not caused by the nonconformity. Revocation
is not effective until the lessee notifies the lessor.

(5) A lessee who so revokes has the same rights and duties with regard to the goods involved as if the lessee had rejected
them.

68 Del. Laws, c. 249, § 1.;

§ 2A-518. Cover, substitute goods.

(1) After a default by a lessor under the lease contract of the type described in Section 2A-508(1), or, if agreed, after
other default by the lessor, the lessee may cover by making any purchase or lease of or contract to purchase or lease goods
in substitution for those due from the lessor.

(2) Except as otherwise provided with respect to damages liquidated in the lease agreement (Section 2A-504) or otherwise determined
pursuant to agreement of the parties (Sections 1-302 and 2A-503), if a lessee's cover is by a lease agreement substantially
similar to the original lease agreement and the new lease agreement is made in good faith and in a commercially reasonable
manner, the lessee may recover from the lessor as damages (i) the present value, as of the date of the commencement of the
term of the new lease agreement, of the rent under the new lease agreement applicable to that period of the new lease term
which is comparable to the then remaining term of the original lease agreement minus the present value as of the same date
of the total rent for the then remaining lease term of the original lease agreement, and (ii) any incidental or consequential
damages, less expenses saved in consequence of the lessor's default.

(3) If a lessee's cover is by lease agreement that for any reason does not qualify for treatment under subsection (2), or
is by purchase or otherwise, the lessee may recover from the lessor as if the lessee had elected not to cover and Section
2A-519 governs.

68 Del. Laws, c. 249, § 1; 74 Del. Laws, c. 332, § 24.;

§ 2A-519. Lessee's damages for non-delivery, repudiation, default, and breach of warranty in regard to accepted goods.

(2) Market rent is to be determined as of the place for tender or, in cases of rejection after arrival or revocation of acceptance,
as of the place of arrival.

(3) Except as otherwise agreed, if the lessee has accepted goods and given notification (Section 2A-516(3)), the measure of
damages for non-conforming tender or delivery or other default by a lessor is the loss resulting in the ordinary course of
events from the lessor's default as determined in any manner that is reasonable together with incidental and consequential
damages, less expenses saved in consequence of the lessor's default.

(4) Except as otherwise agreed, the measure of damages for breach of warranty is the present value at the time and place of
acceptance of the difference between the value of the use of the goods accepted and the value if they had been as warranted
for the lease term, unless special circumstances show proximate damages of a different amount, together with incidental and
consequential damages, less expenses saved in consequence of the lessor's default or breach of warranty.

68 Del. Laws, c. 249, § 1; 74 Del. Laws, c. 332, § 25.;

§ 2A-520. Lessee's incidental and consequential damages.

(1) Incidental damages resulting from a lessor's default include expenses reasonably incurred in inspection, receipt, transportation,
and care and custody of goods rightfully rejected or goods the acceptance of which is justifiably revoked, any commercially
reasonable charges, expenses, or commissions in connection with effecting cover, and any other reasonable expense incident
to the default.

(2) Consequential damages resulting from a lessor's default include:

(a) Any loss resulting from general or particular requirements and needs of which the lessor at the time of contracting had
reason to know and which could not reasonably be prevented by cover or otherwise; and

(b) Injury to person or property proximately resulting from any breach of warranty.

68 Del. Laws, c. 249, § 1.;

§ 2A-521. Lessee's right to specific performance or replevin.

(1) Specific performance may be decreed if the goods are unique or in other proper circumstances.

(2) A decree for specific performance may include any terms and conditions as to payment of the rent, damages, or other relief
that the court deems just.

(3) A lessee has a right of replevin, detinue, sequestration, claim and delivery, or the like for goods identified to the
lease contract if after reasonable effort the lessee is unable to effect cover for those goods or the circumstances reasonably
indicate that the effort will be unavailing.

68 Del. Laws, c. 249, § 1.;

§ 2A-522. Lessee's right to goods on lessor's insolvency.

(1) Subject to subsection (2) and even though the goods have not been shipped, a lessee who has paid a part or all of the
rent and security for goods identified to a lease contract (Section 2A-217) on making and keeping good a tender of any unpaid
portion of the rent and security due under the lease contract may recover the goods identified from the lessor if the lessor
becomes insolvent within 10 days after receipt of the first installment of rent and security.

(2) A lessee acquires the right to recover goods identified to a lease contract only if they conform to the lease contract.

68 Del. Laws, c. 249, § 1.;

§ 2A-523. Lessor's remedies.

(1) If a lessee wrongfully rejects or revokes acceptance of goods or fails to make a payment when due or repudiates with respect
to a part or the whole, then, with respect to any goods involved, and with respect to all of the goods if under an installment
lease contract the value of the whole lease contract is substantially impaired (Section 2A-510), the lessee is in default
under the lease contract and the lessor may:

(a) Cancel the lease contract (Section 2A-505(1));

(b) Proceed respecting goods not identified to the lease contract (Section 2A-524);

(d) Stop delivery of the goods by any bailee (Section 2A-526);

(e) Dispose of the goods and recover damages (Section 2A-527), or retain the goods and recover damages (Section 2A-528), or
in a proper case recover rent (Section 2A-529);

(f) Exercise any other rights or pursue any other remedies provided in the lease contract.

(2) If a lessor does not fully exercise a right or obtain a remedy to which the lessor is entitled under subsection (1), the
lessor may recover the loss resulting in the ordinary course of events from the lessee's default as determined in any reasonable
manner, together with incidental damages, less expenses saved in consequence of the lessee's default.

(3) If a lessee is otherwise in default under a lease contract, the lessor may exercise the rights and pursue the remedies
provided in the lease contract, which may include a right to cancel the lease. In addition, unless otherwise provided in
the lease contract:

(a) If the default substantially impairs the value of the lease contract to the lessor, the lessor may exercise the rights
and pursue the remedies provided in subsections (1) or (2); or

(b) If the default does not substantially impair the value of the lease contract to the lessor, the lessor may recover as
provided in subsection (2).

68 Del. Laws, c. 249, § 1.;

§ 2A-524. Lessor's right to identify goods to lease contract.

(1) After default by the lessee under the lease contract of the type described in Section 2A-523(1) or Section 2A-523(3)(a)
or, if agreed, after other default by the lessee, the lessor may:

(a) Identify to the lease contract conforming goods not already identified if at the time the lessor learned of the default
they were in the lessor's or the supplier's possession or control; and

(b) Dispose of goods (Section 2A-527(1)) that demonstrably have been intended for the particular lease contract even though
those goods are unfinished.

(2) If the goods are unfinished, in the exercise of reasonable commercial judgment for the purposes of avoiding loss and of
effective realization, an aggrieved lessor or the supplier may either complete manufacture and wholly identify the goods to
the lease contract or cease manufacture and lease, sell, or otherwise dispose of the goods for scrap or salvage value or proceed
in any other reasonable manner.

68 Del. Laws, c. 249, § 1.;

§ 2A-525. Lessor's right to possession of goods.

(1) If a lessor discovers the lessee to be insolvent, the lessor may refuse to deliver the goods.

(2) After a default by the lessee under the lease contract of the type described in Section 2A-523(1) or 2A-523(3)(a) or,
if agreed, after other default by the lessee, the lessor has the right to take possession of the goods. If the lease contract
so provides, the lessor may require the lessee to assemble the goods and make them available to the lessor at a place to be
designated by the lessor which is reasonably convenient to both parties. Without removal, the lessor may render unusable any
goods employed in trade or business, and may dispose of goods on the lessee's premises (Section 2A-527).

(3) The lessor may proceed under subsection (2) without judicial process if it can be done without breach of the peace or
the lessor may proceed by action.

68 Del. Laws, c. 249, § 1.;

§ 2A-526. Lessor's stoppage of delivery in transit or otherwise.

(1) A lessor may stop delivery of goods in the possession of a carrier or other bailee if the lessor discovers the lessee
to be insolvent and may stop delivery of carload, truckload, planeload, or larger shipments of express or freight if the lessee
repudiates or fails to make a payment due before delivery, whether for rent, security, or otherwise under the lease contract,
or for any other reason the lessor has a right to withhold or take possession of the goods.

(2) In pursuing its remedies under subsection (1), the lessor may stop delivery until:

(a) Receipt of the goods by the lessee;

(b) Acknowledgment to the lessee by any bailee of the goods, except a carrier, that the bailee holds the goods for the lessee;
or

(3)(a) To stop delivery, a lessor shall so notify as to enable the bailee by reasonable diligence to prevent delivery of the
goods.

(b) After notification, the bailee shall hold and deliver the goods according to the directions of the lessor, but the lessor
is liable to the bailee for any ensuring charges or damages.

(c) A carrier who has issued a nonnegotiable bill of lading is not obliged to obey a notification to stop received from a
person other than the consignor.

68 Del. Laws, c. 249, § 1; 74 Del. Laws, c. 332, § 26.;

§ 2A-527. Lessor's rights to dispose of goods.

(1) After a default by a lessee under the lease contract of the type described in Section 2A-523(1) or 2A-523(3)(a) or after
the lessor refuses to deliver or takes possession of goods (Section 2A-525 or 2A-526), or, if agreed, after other default
by a lessee, the lessor may dispose of the goods concerned or the undelivered balance thereof by lease, sale, or otherwise.

(2) Except as otherwise provided with respect to damages liquidated in the lease agreement (Section 2A-504) or otherwise determined
pursuant to agreement of the parties (Section 1-302 and Section 2A-503), if the disposition is by lease agreement substantially
similar to the original lease agreement and the new lease agreement is made in good faith and in a commercially reasonable
manner, the lessor may recover from the lessee as damages (i) accrued and unpaid rent as of the date of the commencement of
the term of the new lease agreement, (ii) the present value, as of the same date, of the total rent for the then remaining
lease term of the original lease agreement minus the present value, as of the same date, of the rent under the new lease agreement
applicable to that period of the new lease term which is comparable to the then remaining term of the original lease agreement,
and (iii) any incidental damages allowed under Section 2A-530, less expenses saved in consequence of the lessee's default.

(3) If the lessor's disposition is by lease agreement that for any reason does not qualify for treatment under subsection
(2), or is by sale or otherwise, the lessor may recover from the lessee as if the lessor had elected not to dispose of the
goods and Section 2A-528 governs.

(4) A subsequent buyer or lessee who buys or leases from the lessor in good faith for value as a result of a disposition under
this section takes the goods free of the original lease contract and any rights of the original lessee even though the lessor
fails to comply with 1 or more of the requirements of this Article.

(5) The lessor is not accountable to the lessee for any profit made on any disposition. A lessee who has rightfully rejected
or justifiably revoked acceptance shall account to the lessor for any excess over the amount of the lessee's security interest
(Section 2A-508(5)).

68 Del. Laws, c. 249, § 1; 74 Del. Laws, c. 332, § 27.;

§ 2A-528. Lessor's damages for non-acceptance, failure to pay, repudiation, or other default.

(1) Except as otherwise provided with respect to damages liquidated in the lease agreement (Section 2A-504) or otherwise determined
pursuant to agreement of the parties (Section 1-302 and Section 2A-503), if a lessor elects to retain the goods or a lessor
elects to dispose of the goods and the disposition is by lease agreement that for any reason does not qualify for treatment
under Section 2A-527(2), or is by sale or otherwise, the lessor may recover from the lessee as damages for a default of the
type described in Section 2A-523(1) or 2A-523(3)(a), or, if agreed, for other default of the lessee, (i) accrued and unpaid
rent as of the date of default if the lessee has never taken possession of the goods, or, if the lessee has taken possession
of the goods, as of the date the lessor repossesses the goods or an earlier date on which the lessee makes a tender of the
goods to the lessor, (ii) the present value as of the date determined under clause (i) of the total rent for the then remaining
lease term of the original lease agreement minus the present value as of the same date of the market rent at the place where
the goods are located computed for the same lease term, and (iii) any incidental damages allowed under Section 2A-530, less
expenses saved in consequence of the lessee's default.

(2) If the measure of damages provided in subsection (1) is inadequate to put a lessor in as good a position as performance
would have, the measure of damages is the present value of the profit, including reasonable overhead, the lessor would have
made from full performance by the lessee, together with any incidental damages allowed under Section 2A-530, due allowance
for costs reasonably incurred and due credit for payments or proceeds of disposition.

68 Del. Laws, c. 249, § 1; 74 Del. Laws, c. 332, § 28.;

§ 2A-529. Lessor's action for the rent.

(1) After default by the lessee under the lease contract of the type described in Section 2A-523(1) or 2A-523(3)(a) or, if
agreed, after other default by the lessee, if the lessor complies with subsection (2), the lessor may recover from the lessee
as damages:

(a) For goods accepted by the lessee and not repossessed by or tendered to the lessor, and for conforming goods lost or damaged
within a commercially reasonable time after risk of loss passes to the lessee (Section 2A-219), (i) accrued and unpaid rent
as of the date of entry of judgment in favor of the lessor, (ii) the present value as of the same date of the rent for the
then remaining lease term of the lease agreement, and (iii) any incidental damages allowed under Section 2A-530, less expenses
saved in consequence of the lessee's default; and

(b) For goods identified to the lease contract if the lessor is unable after reasonable effort to dispose of them at a reasonable
price or the circumstances reasonably indicate that effort will be unavailing, (i) accrued and unpaid rent as of the date
of entry of judgment in favor of the lessor, (ii) the present value as of the same date of the rent for the then remaining
lease term of the lease agreement, and (iii) any incidental damages allowed under Section 2A-530, less expenses saved in consequence
of the lessee's default.

(2) Except as provided in subsection (3), the lessor shall hold for the lessee for the remaining lease term of the lease agreement
any goods that have been identified to the lease contract and are in the lessor's control.

(3) The lessor may dispose of the goods at any time before collection of the judgment for damages obtained pursuant to subsection
(1). If the disposition is before the end of the remaining lease term of the lease agreement, the lessor's recovery against
the lessee for damages is governed by Section 2A-527 or Section 2A-528, and the lessor will cause an appropriate credit to
be provided against a judgment for damages to the extent that the amount of the judgment exceeds the recovery available pursuant
to Section 2A-527 or 2A-528.

(4) Payment of the judgment for damages obtained pursuant to subsection (1) entitles the lessee to the use and possession
of the goods not then disposed of for the remaining lease term of and in accordance with the lease agreement.

(5) After default by the lessee under the lease contract of the type described in Section 2A-523(1) or Section 2A-523(3)(a)
or, if agreed, after other default by the lessee, a lessor who is held not entitled to rent under this section must nevertheless
by awarded damages for non-acceptance under Section 2A-527 or Section 2A-528.

68 Del. Laws, c. 249, § 1.;

§ 2A-530. Lessor's incidental damages.

Incidental damages to an aggrieved lessor include any commercially reasonable charges, expenses, or commissions incurred in
stopping delivery, in the transportation, care and custody of goods after the lessee's default, in connection with return
or disposition of the goods, or otherwise resulting from the default.

68 Del. Laws, c. 249, § 1.;

§ 2A-531. Standing to sue third parties for injury to goods.

(1) If a third party so deals with goods that have been identified to a lease contract as to cause actionable injury to a
party to the lease contract (a) the lessor has a right of action against the third party, and (b) the lessee also has a right
of action against the third party if the lessee:

(i) Has a security interest in the goods;

(ii) Has an insurable interest in the goods; or

(iii) Bears the risk of loss under the lease contract or has since the injury assumed that risk as against the lessor and
the goods have been converted or destroyed.

(2) If at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the lease
contract and there is no arrangement between them for disposition of the recovery, his suit or settlement, subject to his
own interest, is as a fiduciary for the other party to the lease contract.

(3) Either party with the consent of the other may sue for the benefit of whom it may concern.

68 Del. Laws, c. 249, § 1; 70 Del. Laws, c. 186, § 1.;

§ 2A-532. Lessor's rights to residual interest.

In addition to any other recovery permitted by this article or other law, the lessor may recover from the lessee an amount
that will fully compensate the lessor for any loss of or damage to the lessor's residual interest in the goods caused by the
default of the lessee.

68 Del. Laws, c. 249, § 1.;