MARVIN MANDEL, Governor

245

8-201. "Issuer."

(1)   With respect to obligations on or defenses to a
security "issuer" 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 described 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] SUBTITLE 4 of this [subtitle] 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, indenture or document or
to a constitution, statute, ordinance, rule, regulation,
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 governmental 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.