§490:2A-511  Merchant lessee's duties as to
rightfully rejected goods.  (a)  Subject to any security interest of a
lessee (section 490:2A-508(e)), 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 the merchant lessee's 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.



(b)  If a merchant lessee (subsection (a)) or
any other lessee (section 490:2A-512) disposes of goods, the lessee 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 ten per cent
of the gross proceeds.



(c)  In complying with this section or section
490:2A-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.



(d)  A purchaser who purchases in good faith
from a lessee pursuant to this section or section 490:2A-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. [L 1991, c 40,
pt of §1]