MARVIN MANDEL, Governor                               229

PERSON TO WHOM OR TO WHICH SECURITIES ARE TO BE DELIVERED
PURSUANT TO ANY AGREEMENT OR PLAN, MAY ACCEPT, RECEIVE,
HOLD AND ULTIMATELY DISPOSE OF ANY SECURITIES IN
ACCORDANCE WITH THE AUTHORIZATION OR INSTRUCTIONS OF THE
FIDUCIARY DEPOSITING OR EXCHANGING SECURITIES OR
TENDERING THEM FOR DEPOSIT OR EXCHANGE UNDER ANY
REORGANIZATION AGREEMENT OR PLAN OF REORGANIZATION,
WITHOUT ANY OBLIGATION TO INQUIRE WHETHER OR NOT ANY
FIDUCIARY IS AUTHORIZED TO MAKE DEPOSIT OR EXCHANGE OR IS
COMMITTING A BREACH OF HIS OBLIGATION AS FIDUCIARY IN SO
DOING.

(B) LIABILITY OF COMMITTEE, DEPOSITARY, OR
RECIPIENT.

NO COMMITTEE, DEPOSITARY, OR ULTIMATE RECIPIENT IS
LIABLE IN ANY MAY OF ANY KIND TO ANY PERSON FOR ANY
ACTION TAKEN, SUFFERED, OR PERMITTED WITH RESPECT TO ANY
SECURITIES IN ACCORDANCE WITH THE AUTHORIZATION OR
INSTRUCTIONS GIVEN BY ANY FIDUCIARY DEPOSITING OR
EXCHANGING THEM OR TENDERING THEM FOR DEPOSIT OR
EXCHANGE, UNLESS THE COMMITTEE, DEPOSITARY, OR ULTIMATE
RECIPIENT HAS ACTUAL KNOWLEDGE THAT ANY FIDUCIARY IS
COMMITTING A BREACH OF HIS TRUST IN MAKING THE DEPOSIT OR
EXCHANGE, OR HAS KNOWLEDGE OF FACTS THAT THE ACTION OR
CONDUCT OF THE COMMITTEE, DEPOSITARY, OR ULTIMATE
RECIPIENT AMOUNTS TO BAD FAITH.

REVISOR'S NOTE: This section presently appears as
Art. 37A, §14(2). This is the second portion
of this section. The first portion appears in
§15-101. The only changes are in style and
language.

15-104. FIDUCIARY AUTHORIZED TO DEPOSIT SECURITIES WITH
SECURITIES CLEARING CORPORATION.

(A) DEPOSIT OF SECURITIES.

REGARDLESS OF ANY OTHER PROVISION OF LAW, ANY
FIDUCIARY HOLDING SECURITIES IN ITS FIDUCIARY CAPACITY,
ANY BANK OR TRUST COMPANY HOLDING SECURITIES AS A
CUSTODIAN OR AGENT, AND ANY BANK OR TRUST COMPANY HOLDING
SECURITIES AS CUSTODIAN FOR A FIDUCIARY, IS AUTHORIZED TO
DEPOSIT OR ARRANGE FOR THE DEPOSIT OF THE SECURITIES IN A
SECURITIES CLEARING CORPORATION, REGARDLESS OF WHETHER OR
NOT THE DEPOSITOR OWNS CAPITAL STOCK OF THE CLEARING
CORPORATION. WHEN SECURITIES ARE SO DEPOSITED,
CERTIFICATES REPRESENTING SECURITIES OF THE SAME CLASS OF
THE SAME ISSUER MAY BE MERGED AND HELD IN BULK IN THE
NAME OF THE NOMINEE OF THE CLEARING CORPORATION WITH ANY
OTHER SECURITIES DEPOSITED IN THE CLEARING CORPORATION BY
ANY PERSON REGARDLESS OF THE OWNERSHIP OF THE SECURITIES,
AND CERTIFICATES OF SMALL DENOMINATION MAY BE MERGED INTO