reglab/statecodes huggingface dataset:
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 2 - Formation and Construction of Lease Contract › 2-A-208 - Modification, Rescission and Waiver.

Section 2-A-208. Modification, Rescission and Waiver.
(1)  An agreement modifying a lease contract needs no consideration to
be binding.
(2) A signed lease agreement that excludes modification or  rescission
except  by  a signed writing may not be otherwise modified or rescinded,
but, except as between merchants, such a requirement on a form  supplied
by a merchant must be separately signed by the other party.
(3) Although an attempt at modification or rescission does not satisfy
the requirements of subsection (2), it may operate as a waiver.
(4)  A party who has made a waiver affecting an executory portion of a
lease  contract  may  retract  the  waiver  by  reasonable  notification
received  by the other party that strict performance will be required of
any term waived, unless the retraction would be  unjust  in  view  of  a
material change of position in reliance on the waiver.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 2 - Formation and Construction of Lease Contract › 2-A-209 - Lessee Under Finance Lease as Beneficiary of Supply Contract.

Section 2-A-209. Lessee  Under  Finance  Lease  as Beneficiary of Supply
Contract.
(1) The benefit of a supplier's  promises  to  the  lessor  under  the
supply  contract  and  of  all  warranties,  whether express or implied,
including those of any third party provided in  connection  with  or  as
part  of the supply contract, extends to the lessee to the extent of the
lessee's leasehold interest under a finance lease related to the  supply
contract,  but is subject to the terms of the warranty and of the supply
contract and all defenses or claims arising therefrom.
(2) The extension of the benefit  of  a  supplier's  promises  and  of
warranties  to  the lessee under subsection (1) does not: (i) modify the
rights and obligations of the parties to the  supply  contract,  whether
arising  therefrom  or  otherwise,  or (ii) impose any duty or liability
under the supply contract on the lessee.
(3) Any modification or rescission  of  the  supply  contract  by  the
supplier  and  lessor  is  effective between the supplier and the lessee
unless, before the modification or rescission, the supplier has received
notice that the lessee has entered into a finance lease related  to  the
supply  contract. If the modification or rescission is effective between
the supplier and the lessee, the lessor is deemed to  have  assumed,  in
addition  to the obligations of the lessor to the lessee under the lease
contract, promises of the supplier to the  lessor  and  warranties  that
were  so modified or rescinded as they existed and were available to the
lessee before modification or rescission.
(4) In addition to the extension of  the  benefit  of  the  supplier's
promises  and  of  warranties  to  the  lessee under subsection (1), the
lessee retains all rights which the lessee may have against the supplier
that arise from any agreement between the lessee and supplier  or  under
other law.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 2 - Formation and Construction of Lease Contract › 2-A-210 - Express Warranties.

Section 2-A-210. Express Warranties.
(1) Express warranties by the lessor are created as follows:
(a) any  affirmation of fact or promise made by the lessor to the
lessee which relates to the goods and  becomes  part  of  the
basis  of  the  bargain  creates an express warranty that the
goods will conform to the affirmation or promise.
(b) any description of the goods which is made part of the  basis
of  the  bargain  creates  an express warranty that the goods
will conform to the description.
(c) any sample or model that is made part of  the  basis  of  the
bargain  creates  an  express  warranty that the whole of the
goods will conform to the sample or model.
(2) It is not necessary to the creation of an  express  warranty  that
the  lessor  use formal words, such as "warrant" or "guarantee," or that
the lessor have  a  specific  intention  to  make  a  warranty,  but  an
affirmation  merely  of the value of the goods or a statement purporting
to be merely the lessor's opinion or commendation of the goods does  not
create a warranty.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 2 - Formation and Construction of Lease Contract › 2-A-211 - Warranties Against Interference and Against Infringement; Lessee's Obligation Against Infringement.

Section 2-A-211. Warranties    Against    Interference    and    Against
Infringement;     Lessee's     Obligation     Against
Infringement.
(1) There is in a lease contract a warranty that for the lease term no
person  holds a claim to or interest in the goods that arose from an act
or omission of the lessor, other than a claim by way of infringement  or
the  like,  which  will  interfere  with  the  lessee's enjoyment of its
leasehold interest.
(2) Except in a finance lease there is in a lease contract by a lessor
who is a merchant regularly dealing in goods of the kind a warranty that
the goods are delivered free of the rightful claim of any person by  way
of infringement or the like.
(3)  A  lessee  who furnishes specifications to a lessor or a supplier
shall hold the lessor and the supplier harmless against any claim by way
of infringement or the like that  arises  out  of  compliance  with  the
specifications.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 2 - Formation and Construction of Lease Contract › 2-A-212 - Implied Warranty of Merchantability.

Section 2-A-212. Implied Warranty of Merchantability.
(1)  Except  in  a  finance  lease,  a warranty that the goods will be
merchantable is implied in a lease contract if the lessor is a  merchant
with respect to goods of that kind.
(2) Goods to be merchantable must be at least such as:
(a) pass  without objection in the trade under the description in
the lease agreement;
(b) in the case of fungible goods, are of  fair  average  quality
within the description;
(c) are  fit  for  the  ordinary purposes for which goods of that
type are used;
(d) run, within the variation permitted by the  lease  agreement,
of  even  kind,  quality,  and  quantity within each unit and
among all units involved;
(e) are adequately contained, packaged, and labeled as the  lease
agreement may require; and
(f) conform  to  any promises or affirmations of fact made on the
container or label.
(3) Other implied warranties may arise from course of dealing or usage
of trade.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 2 - Formation and Construction of Lease Contract › 2-A-213 - Implied Warranty of Fitness for Particular Purpose.

Section 2-A-213. Implied Warranty of Fitness for Particular Purpose.
Except  in  a  finance  lease,  if  the  lessor  at the time the lease
  contract is made has reason to know of any particular purpose for  which
  the  goods  are  required and that the lessee is relying on the lessor's
  skill or judgment to select or furnish suitable goods, there is  in  the
  lease  contract  an implied warranty that the goods will be fit for that
  purpose.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 2 - Formation and Construction of Lease Contract › 2-A-214 - Exclusion or Modification of Warranties.

Section 2-A-214. Exclusion or Modification of Warranties.
(1)  Words  or conduct relevant to the creation of an express warranty
and words or conduct tending to negate  or  limit  a  warranty  must  be
construed  wherever  reasonable  as  consistent  with  each  other; but,
subject to the provisions of  Section  2-A-202  on  parol  or  extrinsic
evidence,  negation  or limitation is inoperative to the extent that the
construction is unreasonable.
(2) Subject to subsection  (3),  to  exclude  or  modify  the  implied
warranty  of merchantability or any part of it the language must mention
"merchantability", be by a  writing,  and  be  conspicuous.  Subject  to
subsection (3), to exclude or modify any implied warranty of fitness the
exclusion  must  be by a writing and be conspicuous. Language to exclude
all implied warranties of fitness is sufficient if it is in writing,  is
conspicuous  and  states,  for  example,  "there is no warranty that the
goods will be fit for a particular purpose".
(3) Notwithstanding subsection (2), but subject to subsection (4),
(a) unless the  circumstances  indicate  otherwise,  all  implied
warranties are excluded by expressions like "as is," or "with
all   faults,"   or   by   other   language  that  in  common
understanding calls the lessee's attention to  the  exclusion
of  warranties  and  makes  plain  that  there  is no implied
warranty, if in writing and conspicuous;
(b) if the lessee before entering into  the  lease  contract  has
examined the goods or the sample or model as fully as desired
or  has  refused  to  examine  the goods, there is no implied
warranty with regard to defects that an examination ought  in
the circumstances to have revealed; and
(c) an  implied  warranty  may  also  be  excluded or modified by
course of dealing, course of performance, or usage of trade.
(4) To exclude or modify a warranty against  interference  or  against
infringement  (Section  2-A-211) or any part of it, the language must be
specific, be by a writing, and be conspicuous, unless the circumstances,
including course of performance, course of dealing, or usage  of  trade,
give  the  lessee reason to know that the goods are being leased subject
to a claim or interest of any person.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 2 - Formation and Construction of Lease Contract › 2-A-215 - Cumulation and Conflict of Warranties Express or Implied.

Section 2-A-215. Cumulation   and  Conflict  of  Warranties  Express  or
Implied.
Warranties,  whether  express  or  implied,  must  be   construed   as
consistent  with  each other and as cumulative, but if that construction
is unreasonable, the intention of the parties determines which  warranty
is dominant. In ascertaining that intention the following rules apply:
(1)  exact or technical specifications displace an inconsistent sample
or model or general language of description.
(2) a sample from an  existing  bulk  displaces  inconsistent  general
language of description.
(3)  express warranties displace inconsistent implied warranties other
than an implied warranty of fitness for a particular purpose.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 2 - Formation and Construction of Lease Contract › 2-A-216 - Third-Party Beneficiaries of Express or Implied Warranties.

Section 2-A-216. Third-Party   Beneficiaries   of   Express  or  Implied
Warranties.
A warranty to or for the benefit  of  a  lessee  under  this  Article,
  whether  express  or  implied,  extends  to  any natural person if it is
  reasonable to expect that such person may use, consume, or  be  affected
  by  the  goods  and  who is injured in person by breach of the warranty.
  This section does not displace principles of law and equity that  extend
  a  warranty  to  or  for  the  benefit of a lessee to other persons. The
  operation of this section may not be excluded, modified, or limited, but
  an exclusion, modification, or limitation of the warranty, including any
  with respect to rights and remedies, effective  against  the  lessee  is
  also effective against the beneficiary designated under this section.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 2 - Formation and Construction of Lease Contract › 2-A-217 - Identification.

Section 2-A-217. Identification.
Identification  of goods as goods to which a lease contract refers may
be made at any time and in  any  manner  explicitly  agreed  to  by  the
parties. In the absence of explicit agreement, identification occurs:
(1)  when  the  lease  contract is made if the lease contract is for a
lease of goods that are existing and identified;
(2) when the goods are shipped, marked, or otherwise designated by the
lessor as goods to  which  the  lease  contract  refers,  if  the  lease
contract  is  for a lease of goods that are not existing and identified;
or
(3) when the young are conceived, if the lease contract is for a lease
of unborn young of animals.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 2 - Formation and Construction of Lease Contract › 2-A-218 - Insurance and Proceeds.

Section 2-A-218. Insurance and Proceeds.
(1)  A  lessee  obtains  an insurable interest when existing goods are
identified to the lease contract even though the  goods  identified  are
nonconforming and the lessee has an option to reject them.
(2)  If  a  lessee  has  an  insurable  interest only by reason of the
lessor's identification of the  goods,  the  lessor,  until  default  or
insolvency  or  notification to the lessee that identification is final,
may substitute other goods for those identified.
(3) Notwithstanding a lessee's insurable  interest  under  subsections
(1) and (2), the lessor retains an insurable interest until an option to
buy  has been exercised by the lessee and risk of loss has passed to the
lessee.
(4) Nothing in this section impairs any insurable interest  recognized
under any other statute or rule of law.
(5)  The  parties  by agreement may determine that one or more parties
have an obligation to obtain and pay for insurance  covering  the  goods
and  by  agreement  may determine the beneficiary of the proceeds of the
insurance.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 2 - Formation and Construction of Lease Contract › 2-A-219 - Risk of Loss.

Section 2-A-219. Risk of Loss.
(1) Except in the case of a finance lease, risk of loss is retained by
the  lessor  and  does  not pass to the lessee. In the case of a finance
lease, risk of loss passes to the lessee.
(2) Subject to the provisions of this Article on the effect of default
on risk of loss (Section 2-A-220), if risk of loss is  to  pass  to  the
lessee and the time of passage is not stated, the following rules apply:
(a) if  the lease contract requires or authorizes the goods to be
shipped by carrier:
(i) and  it  does  not  require  delivery  at  a   particular
destination,  the  risk of loss passes to the lessee when
the goods are duly delivered to the carrier; but
(ii) if it does require delivery at a  particular  destination
and  the  goods  are  there  duly  tendered  while in the
possession of the carrier, the risk of loss passes to the
lessee when the goods are there duly so  tendered  as  to
enable the lessee to take delivery.
(b) if  the  goods  are  held by a bailee to be delivered without
being moved, the  risk  of  loss  passes  to  the  lessee  on
acknowledgment  by  the  bailee  of  the  lessee's  right  to
possession of the goods.
(c) in any case not within paragraph (a) or (b), the risk of loss
passes to the lessee on the lessee's receipt of the goods  if
the lessor, or, in the case of a finance lease, the supplier,
is  a  merchant;  otherwise  the risk passes to the lessee on
tender of delivery.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 2 - Formation and Construction of Lease Contract › 2-A-220 - Effect of Default on Risk of Loss.

Section 2-A-220. Effect of Default on Risk of Loss.
(1)  Where  risk  of  loss  is  to  pass to the lessee and the time of
passage is not stated:
(a) if a tender or delivery of goods so fails to conform  to  the
lease  contract  as to give a right of rejection, the risk of
their loss remains with the lessor, or,  in  the  case  of  a
finance lease, the supplier, until cure or acceptance.
(b) if  the  lessee  rightfully revokes acceptance, he or she, to
the  extent  of  any  deficiency  in  his  or  her  effective
insurance  coverage,  may  treat  the  risk of loss as having
remained with the lessor from the beginning.
(2) Whether or not risk of loss is to  pass  to  the  lessee,  if  the
lessee  as  to  conforming  goods already identified to a lease contract
repudiates or is otherwise in default  under  the  lease  contract,  the
lessor,  or, in the case of a finance lease, the supplier, to the extent
of any deficiency in his or her effective insurance coverage  may  treat
the  risk of loss as resting on the lessee for a commercially reasonable
time.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 2 - Formation and Construction of Lease Contract › 2-A-221 - Casualty to Identified Goods.

Section 2-A-221. Casualty to Identified Goods.
If  a lease contract requires goods identified when the lease contract
is made, and the goods suffer casualty without fault of the lessee,  the
lessor  or  the  supplier  before delivery, or the goods suffer casualty
before risk of loss passes to the lessee pursuant to the lease agreement
or Section 2-A-219, then:
(1) if the loss is total, the lease contract is avoided; and
(2) if the loss is partial or the goods have so deteriorated as to  no
longer conform to the lease contract, the lessee may nevertheless demand
inspection  and  at his or her option either treat the lease contract as
avoided or, except in a finance lease that  is  not  a  consumer  lease,
accept  the  goods  with  due  allowance  from  the rent payable for the
balance of the lease term for the deterioration  or  the  deficiency  in
quantity but without further right against the lessor.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 3 - Effect of Lease Contract › 2-A-301 - Enforceability of Lease Contract.

Section 2-A-301. Enforceability of Lease Contract.
Except  as  otherwise  provided  in  this Article, a lease contract is
  effective and enforceable according to its terms  between  the  parties,
  against purchasers of the goods, and against creditors of the parties.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 3 - Effect of Lease Contract › 2-A-302 - Title to and Possession of Goods.

Section 2-A-302. Title to and Possession of Goods.
Except  as  otherwise provided in this Article, each provision of this
  Article applies whether the lessor or a third party  has  title  to  the
  goods,  and  whether  the  lessor,  the  lessee,  or  a  third party has
  possession of the goods, notwithstanding any statute or rule of law that
  possession or the absence of possession is fraudulent.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 3 - Effect of Lease Contract › 2-A-304 - Subsequent Lease of Goods by Lessor.

Section 2-A-304. Subsequent Lease of Goods by Lessor.
(1)  Subject  to Section 2-A-303, a subsequent lessee from a lessor of
goods under an existing lease contract obtains, to  the  extent  of  the
leasehold interest transferred, the leasehold interest in the goods that
the  lessor  had  or  had  power to transfer, and, except as provided in
subsection (2) and Section 2-A-527(4), takes  subject  to  the  existing
lease  contract.  A  lessor  with voidable title has power to transfer a
good leasehold interest to a good faith subsequent lessee for value, but
only to the extent set forth in the preceding sentence.  If  goods  have
been  delivered  under  a  transaction  of purchase, the lessor has that
power even though:
(a) the lessor's transferor was deceived as to  the  identity  of
the lessor;
(b) the  delivery  was  in  exchange  for  a check which is later
dishonored;
(c) it was agreed that the transaction was to be a  "cash  sale";
or
(d) the   delivery  was  procured  through  fraud  punishable  as
larcenous under the criminal law.
(2) A subsequent lessee in the ordinary  course  of  business  from  a
lessor who is a merchant dealing in goods of that kind to whom the goods
were  entrusted  by a prior lessee before the interest of the subsequent
lessee became enforceable against that lessor obtains, to the extent  of
the  leasehold  interest transferred, all of that lessor's and the prior
lessee's rights to the goods  and  takes  free  of  the  existing  lease
contract.
(3)  A  subsequent lessee from the lessor of goods that are subject to
an existing lease contract and are covered by  a  certificate  of  title
issued under a statute of this state or of another jurisdiction takes no
greater  rights  than  those  provided  both  by this section and by the
certificate of title statute.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 3 - Effect of Lease Contract › 2-A-305 - Sale or Sublease of Goods by Lessee.

Section 2-A-305. Sale or Sublease of Goods by Lessee.
(1) Subject to the provisions of Section 2-A-303, a buyer or sublessee
from  the  lessee  of goods under an existing lease contract obtains, to
the extent of the interest transferred, the leasehold  interest  in  the
goods  that  the  lessee  had  or  had  power to transfer, and except as
provided in subsection (2) and Section 2-A-511(4), takes subject to  the
existing lease contract. A lessee with a voidable leasehold interest has
power  to  transfer  a good leasehold interest to a good faith buyer for
value or a good faith sublessee for value, but only to  the  extent  set
forth  in the preceding sentence. When goods have been delivered under a
transaction of lease the lessee has that power even though:
(a) the lessor was deceived as to the identity of the lessee;
(b) the delivery was in exchange  for  a  check  which  is  later
dishonored; or
(c) the   delivery  was  procured  through  fraud  punishable  as
larcenous under the criminal law.
(2) A buyer in the ordinary course of business or a sublessee  in  the
ordinary  course  of business from a lessee who is a merchant dealing in
goods of that kind to whom  the  goods  were  entrusted  by  the  lessor
obtains,  to the extent of the interest transferred, all of the lessor's
and lessee's rights to the goods, and takes free of the  existing  lease
contract.
(3)  A buyer or sublessee from the lessee of goods that are subject to
an existing lease contract and are covered by  a  certificate  of  title
issued under a statute of this state or of another jurisdiction takes no
greater  rights  than  those  provided  both  by this section and by the
certificate of title statute.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 3 - Effect of Lease Contract › 2-A-306 - Priority of Certain Liens Arising by Operation of Law.

Section 2-A-306. Priority of Certain Liens Arising by Operation of Law.
If  a  person  in the ordinary course of his or her business furnishes
  services or materials with respect to goods subject to a lease contract,
  a lien upon those goods in  the  possession  of  that  person  given  by
  statute  or  rule  of law for those materials or services takes priority
  over any interest of the lessor or lessee under the  lease  contract  or
  this  Article  unless  the  lien  is  created by statute and the statute
  provides otherwise or unless the lien is created by rule of law and  the
  rule of law provides otherwise.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 3 - Effect of Lease Contract › 2-A-307 - Priority of Liens Arising by Attachment or Levy On, Security Interests In, and Other Claims to Goods.

Section 2-A-307. Priority  of  Liens  Arising  by Attachment or Levy on,
Security Interests in, and Other Claims to Goods.
(1) Except as otherwise provided in Section 2-A-306, a creditor  of  a
lessee takes subject to the lease contract.
(2)  Except  as  otherwise  provided in subsection (3) and in Sections
2-A-306 and 2-A-308, a creditor of a lessor takes subject to  the  lease
contract  unless  the  creditor  holds a lien that attached to the goods
before the lease contract became enforceable.
(3) Except as otherwise  provided  in  Sections  9--317,  9--321,  and
9--323,  a  lessee  takes  a  leasehold  interest  subject to a security
interest held by a creditor of the lessor.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 3 - Effect of Lease Contract › 2-A-308 - Special Rights of Creditors.

Section 2-A-308. Special Rights of Creditors.
(1)  A  creditor of a lessor in possession of goods subject to a lease
contract may treat the lease contract as void if as against the creditor
retention of possession by the lessor is fraudulent under any statute or
rule of law, but retention of  possession  in  good  faith  and  current
course  of  trade by the lessor for a commercially reasonable time after
the lease contract becomes enforceable is not fraudulent.
(2) Nothing in this Article impairs  the  rights  of  creditors  of  a
lessor  if  the  lease  contract (a) becomes enforceable, not in current
course of trade but in satisfaction of or as security for a  preexisting
claim  for  money,  security,  or  the  like,  and  (b)  is  made  under
circumstances which under any statute or rule of  law  apart  from  this
Article  would  constitute  the  transaction  a  fraudulent  transfer or
voidable preference.
(3) A creditor of a seller may treat a sale or  an  identification  of
goods  to  a  contract  for  sale  as  void  if  as against the creditor
retention of possession by the seller is fraudulent under any statute or
rule of law, but retention of possession of  the  goods  pursuant  to  a
lease  contract  entered  into  by the seller as lessee and the buyer as
lessor in connection with the sale or identification of the goods is not
fraudulent if the buyer bought for value and in good faith.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 3 - Effect of Lease Contract › 2-A-310 - Lessor's and Lessee's Rights When Goods Become Accessions.

Section 2-A-310. Lessor's   and   Lessee's   Rights  When  Goods  Become
Accessions.
(1) Goods are "accessions" when they are installed in  or  affixed  to
other goods.
(2)  The  interest  of  a  lessor  or  a lessee under a lease contract
entered into before the goods  became  accessions  is  superior  to  all
interests in the whole except as stated in subsection (4).
(3)  The  interest  of  a  lessor  or  a lessee under a lease contract
entered into at the  time  or  after  the  goods  became  accessions  is
superior  to  all subsequently acquired interests in the whole except as
stated in subsection (4) but is subordinate to interests  in  the  whole
existing  at  the time the lease contract was made unless the holders of
such interests in the whole have in writing consented to  the  lease  or
disclaimed an interest in the goods as part of the whole.
(4)  The  interest  of  a  lessor  or  a lessee under a lease contract
described in subsection (2) or (3) is subordinate to the interest of:
(a) a buyer in the ordinary course of business or a lessee in the
ordinary course of business of  any  interest  in  the  whole
acquired after the goods became accessions; or
(b) a  creditor  with  a security interest in the whole perfected
before the lease contract was made to  the  extent  that  the
creditor  makes  subsequent advances without knowledge of the
lease contract.
(5) When under subsections (2) or (3) and (4) a lessor or a lessee  of
accessions  holds  an  interest that is superior to all interests in the
whole, the  lessor  or  the  lessee  may  (a)  on  default,  expiration,
termination,  or  cancellation  of the lease contract by the other party
but subject to the provisions of the lease contract and this Article, or
(b) if necessary to enforce his or her other rights and  remedies  under
this  Article,  remove  the  goods from the whole, free and clear of all
interests in the whole, but he or she must reimburse any  holder  of  an
interest  in  the  whole who is not the lessee and who has not otherwise
agreed for the cost of repair of any physical injury  but  not  for  any
diminution  in  value  of  the  whole caused by the absence of the goods
removed or by any necessity for replacing them.  A  person  entitled  to
reimbursement  may  refuse  permission to remove until the party seeking
removal gives adequate security for the performance of this obligation.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 4 - Performance of Lease Contract: Repudiated, Substituted and Excused › 2-A-401 - Insecurity: Adequate Assurance of Performance.

Section 2-A-401. Insecurity: Adequate Assurance of Performance.
(1)  A  lease  contract  imposes  an obligation on each party that the
other's expectation of receiving due performance will not be impaired.
(2) If reasonable grounds for insecurity arise  with  respect  to  the
performance  of  either  party, the insecure party may demand in writing
adequate assurance of due performance. Until the insecure party receives
that assurance,  if  commercially  reasonable  the  insecure  party  may
suspend any performance for which he or she has not already received the
agreed return.
(3)  A  repudiation  of  the lease contract occurs if assurance of due
performance adequate under the circumstances of the particular  case  is
not  provided  to  the  insecure  party within a reasonable time, not to
exceed thirty days after receipt of a demand by the other party.
(4) Between merchants, the reasonableness of  grounds  for  insecurity
and  the  adequacy of any assurance offered must be determined according
to commercial standards.
(5) Acceptance of any  nonconforming  delivery  or  payment  does  not
prejudice  the  aggrieved  party's right to demand adequate assurance of
future performance.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 4 - Performance of Lease Contract: Repudiated, Substituted and Excused › 2-A-402 - Anticipatory Repudiation.

Section 2-A-402. Anticipatory Repudiation.
If  either  party  repudiates  a  lease  contract  with  respect  to a
performance not yet due under the lease  contract,  the  loss  of  which
performance will substantially impair the value of the lease contract to
the other, the aggrieved party may:
(1)   for   a   commercially  reasonable  time,  await  retraction  of
repudiation and performance by the repudiating party;
(2) make demand pursuant to Section 2-A-401  and  await  assurance  of
future  performance  adequate  under the circumstances of the particular
case; or
(3) resort to any  right  or  remedy  upon  default  under  the  lease
contract  or  this Article, even though the aggrieved party has notified
the  repudiating  party  that  the  aggrieved  party  would  await   the
repudiating  party's performance and assurance and has urged retraction.
In addition, whether or not the aggrieved party is pursuing one  of  the
foregoing  remedies,  the aggrieved party may suspend performance or, if
the aggrieved party is  the  lessor,  proceed  in  accordance  with  the
provisions  of  this  Article on the lessor's right to identify goods to
the lease contract notwithstanding  default  or  to  salvage  unfinished
goods (Section 2-A-524).
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 4 - Performance of Lease Contract: Repudiated, Substituted and Excused › 2-A-403 - Retraction of Anticipatory Repudiation.

Section 2-A-403. Retraction of Anticipatory Repudiation.
(1)  Until  the  repudiating  party's  next  performance  is  due, the
repudiating  party  can  retract  the  repudiation  unless,  since   the
repudiation,  the  aggrieved  party  has  canceled the lease contract or
materially changed the aggrieved party's position or otherwise indicated
that the aggrieved party considers the repudiation final.
(2) Retraction may be by any method  that  clearly  indicates  to  the
aggrieved  party that the repudiating party intends to perform under the
lease  contract  and  includes  any  assurance  demanded  under  Section
2-A-401.
(3)  Retraction  reinstates a repudiating party's rights under a lease
contract with due excuse and allowance to the aggrieved  party  for  any
delay occasioned by the repudiation.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 4 - Performance of Lease Contract: Repudiated, Substituted and Excused › 2-A-404 - Substituted Performance.

Section 2-A-404. Substituted Performance.
(1)  If  without fault of the lessee, the lessor and the supplier, the
agreed berthing, loading, or unloading facilities  fail  or  the  agreed
type  of  carrier  becomes  unavailable or the agreed manner of delivery
otherwise  becomes  commercially  impracticable,  but   a   commercially
reasonable  substitute  is available, the substitute performance must be
tendered and accepted.
(2) If the agreed means or manner of payment fails because of domestic
or foreign governmental regulation:
(a) the lessor  may  withhold  or  stop  delivery  or  cause  the
supplier  to  withhold  or  stop  delivery  unless the lessee
provides a means or manner of payment that is commercially  a
substantial equivalent; and
(b) if  delivery  has already been taken, payment by the means or
in the manner  provided  by  the  regulation  discharges  the
lessee's  obligation unless the regulation is discriminatory,
oppressive, or predatory.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 4 - Performance of Lease Contract: Repudiated, Substituted and Excused › 2-A-405 - Excused Performance.

Section 2-A-405. Excused Performance.
(1)  Subject  to  Section  2-A-404  on  substituted  performance,  the
following rules apply:
(a) delay in delivery or nondelivery in whole or  in  part  by  a
lessor  or  a  supplier  who  complies with paragraph (b) and
subsection (2) is not a default under the lease  contract  if
performance  as  agreed  has  been  made impracticable by the
occurrence of a contingency the nonoccurrence of which was  a
basic  assumption  on which the lease contract was made or by
compliance in good  faith  with  any  applicable  foreign  or
domestic governmental regulation or order, whether or not the
regulation or order later proves to be invalid.
(b) if  the causes mentioned in paragraph (a) affect only part of
the lessor's or the supplier's capacity to perform, he or she
shall allocate production and deliveries  among  his  or  her
customers  but  at  his  or  her  option  may include regular
customers not then under contract for sale or lease  as  well
as his or her own requirements for further manufacture. He or
she   may  so  allocate  in  any  manner  that  is  fair  and
reasonable.
(2) The lessor seasonably shall notify the lessee and in the case of a
finance lease the supplier seasonably shall notify the  lessor  and  the
lessee,  if  known,  that  there  will  be  delay or nondelivery and, if
allocation is required under subsection (1) (b), of the estimated  quota
thus made available for the lessee.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 4 - Performance of Lease Contract: Repudiated, Substituted and Excused › 2-A-406 - Procedure on Excused Performance.

Section 2-A-406. Procedure on Excused Performance.
(1)  If  the  lessee receives notification of a material or indefinite
delay or an allocation justified under Section 2-A-405, the  lessee  may
by written notification to the lessor as 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
2-A-510):
(a) terminate the lease contract (Section 2-A-505(2)); or
(b) except  in  a  finance  lease  that  is not a consumer lease,
modify the lease contract by accepting the available quota in
substitution, with due allowance from the  rent  payable  for
the  balance of the lease term for the deficiency but without
further right against the lessor.
(2) If, after receipt of a notification from the lessor under  Section
2-A-405,  the  lessee  fails  so  to modify the lease agreement within a
reasonable time not exceeding thirty days,  the  lease  contract  lapses
with respect to any deliveries affected.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 4 - Performance of Lease Contract: Repudiated, Substituted and Excused › 2-A-407 - Irrevocable Promises: Finance Leases.

Section 2-A-407. Irrevocable Promises: Finance Leases.
(1)  In  the  case of a finance lease that is not a consumer lease the
lessee's promises  under  the  lease  contract  become  irrevocable  and
independent upon the lessee's acceptance of the goods.
(2)  A  promise  that  has  become  irrevocable  and independent under
subsection (1):
(a) is effective and enforceable between the parties, and  by  or
against third parties including assignees of the parties; and
(b) is  not  subject  to cancellation, termination, modification,
repudiation, excuse, or substitution without the  consent  of
the party to whom the promise runs.
(3) This section does not affect the validity under any other law of a
covenant  in any lease contract making the lessee's promises irrevocable
and independent upon the lessee's acceptance of the goods.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-501 - Default: Procedure.

Section 2-A-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) or this  Article
or  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.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-502 - Notice After Default.

Section 2-A-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.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-503 - Modification or Impairment of Rights and Remedies.

Section 2-A-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 2-A-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.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-504 - Liquidation of Damages.

Section 2-A-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 2-A-525 or
2-A-526), the lessee is entitled to restitution of any amount  by  which
the sum of his or her payment 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.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-505 - Cancellation and Termination and Effect of Cancellation, Termination, Rescission, or Fraud on Rights and Remedies.

Section 2-A-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.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-506 - Statute of Limitations.

Section 2-A-506. Statute of Limitations.
(1)  An action for default under a lease contract, including breach of
warranty or indemnity, must be commenced within  four  years  after  the
cause  of  action  accrued.  In  a lease contract that is not a consumer
lease, by the original lease contract the parties may reduce the  period
of limitation to not less than one 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 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.
(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 six
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.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-507 - Proof of Market Rent: Time and Place.

Section 2-A-507. Proof of Market Rent: Time and Place.
(1)  Damages  based  on  market  rent (Section 2-A-519 or 2-A-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 2-A-519 and
2-A-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 or she 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 of
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.