904                               LAWS OF MARYLAND                        [CH. 538

(b) of other securities if efforts at their resale would be unduly
burdensome or if there is no readily available market for their
resale.

Part 2
Issue—Issuer

8—201. "Issuer."

(1)  With respect to obligations on or defenses to a security "is-
suer" includes a person who

(a)  places or authorizes the placing of his name on a security
(otherwise than as authenticating trustee, registrar, transfer agent
or the like) to evidence that it represents a share, participation or
other interest in his property or in an enterprise or to evidence his
duty to perform an obligation evidenced by the security; or

(b)  directly or indirectly creates fractional interests in his rights
or property which fractional interests are evidenced by securities; or

(c)   becomes responsible for or in place of any other person de-
scribed as an issuer in this section.

(2)   With respect to obligations on or defenses to a security a
guarantor is an issuer to the extent of his guaranty whether or not
his obligation is noted on the security.

(3)   With respect to registration of transfer (Part 4 of this Sub-
title) "issuer" means a person on whose behalf transfer books are
maintained.

8—202. Issuer's Responsibility and Defenses; Notice of Defect or
Defense.

(1)  Even against a purchaser for value and without notice, the
terms of a security include those stated on the security and those
made part of the security by reference to another instrument, inden-
ture or document or to a constitution, statute, ordinance, rule, regu-
lation, order or the like to the extent that the terms so referred to
do not conflict with the stated terms. Such a reference does not of
itself charge a purchaser for value with notice of a defect going to
the validity of the security even though the security expressly states
that a person accepting it admits such notice.

(2)  (a) A security other than one issued by a government or gov-
ernmental agency or unit even though issued with a defect going to
its validity is valid in the hands of a purchaser for value and without
notice of the particular defect unless the defect involves a violation
of constitutional provisions in which case the security is valid in the
hands of a subsequent purchaser for value and without notice of
the defect.

(b) The rule of subparagraph (a) applies to an issuer which is a
government or governmental agency or unit only if either there has
been substantial compliance with the legal requirements governing
the issue or the issuer has received a substantial consideration for
the issue as a whole or for the particular security and a stated pur-
pose of the issue is one for which the issuer has power to borrow
money or issue the security.