HARRY HUGHES, Governor                                      2739

BECOMES UNPERFECTED AFTER 21 DAYS UNLESS, WITHIN THAT TIME, THE
SECURITY (OR SECURITIES FOR WHICH IT HAS BEEN EXCHANGED) IS
TRANSFERRED TO THE SECURED PARTY OR A PERSON DESIGNATED BY HIM
PURSUANT TO A PROVISION OF § 8-313(1).

8-401.

(1)   [Where] IF a CERTIFICATED security in registered form
is presented to the issuer with a request to register transfer[,]
OR AN INSTRUCTION IS PRESENTED TO THE ISSUER WITH A REQUEST TO
REGISTER TRANSFER, PLEDGE OR RELEASE, the issuer [is under a duty
to] SHALL register the transfer, PLEDGE OR RELEASE as requested
if:

(a)  The security is indorsed OR THE INSTRUCTION WAS
ORIGINATED by the appropriate person or persons (§ 8-308); [and]

(b)  Reasonable assurance is given that those
indorsements OR INSTRUCTIONS are genuine and effective (§ 8-402);

(c)  The issuer has no duty [to inquire into] AS TO
adverse claims or has discharged [any such] THE duty (§ 8-403);
[and]

(d)  Any applicable law relating to the collection of
taxes has been complied with; and

(e)  The transfer, PLEDGE OR RELEASE is in fact
rightful or is to a bona fide purchaser.

(2)   [Where] IF an issuer is under a duty to register a
transfer, PLEDGE OR RELEASE of a security, the issuer is also
liable to the person presenting A CERTIFICATED SECURITY OR AN
INSTRUCTION [it] for registration or his principal for loss
resulting from any unreasonable delay in registration or from
failure or refusal to register the transfer, PLEDGE OR RELEASE.

(3)  NOTWITHSTANDING SUBSECTION (1), IF THE ISSUER OF AN
UNCERTIFICATED SECURITY NOT SUBJECT TO A REGISTERED PLEDGE IS
PRESENTED WITH AN INSTRUCTION FROM AN APPROPRIATE PERSON
REQUESTING THE REGISTRATION OF PLEDGE AND THE ISSUER REGULARLY
MAINTAINS A SYSTEM FOR ISSUING CERTIFICATED SECURITIES TO THE
CATEGORY OF OWNERS WHICH INCLUDES THE REGISTERED OWNER, THE
ISSUER MAY ELECT TO TREAT THE INSTRUCTION AS A TRANSFER
INSTRUCTION UNDER SUBSECTION (3) OF § 8-407. IF THE ISSUER SO
ELECTS, THE ISSUER SHALL, IN LIEU OF REGISTERING THE PLEDGE:

(A)  CANCEL THE UNCERTIFICATED SECURITY;

(B)  ISSUE, IN THE NAME OF THE REGISTERED OWNER, AN
EQUIVALENT CERTIFICATED SECURITY ON WHICH SHALL BE NOTED
CONSPICUOUSLY ANY LIENS AND RESTRICTIONS OF THE ISSUER AND ANY
ADVERSE CLAIMS (AS TO WHICH, THE ISSUER HAS A DUTY UNDER