HARRY HUGHES, Governor

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(A)  ANY UNCERTIFICATED SECURITIES ISSUED IN EXCHANGE
FOR OR DISTRIBUTED WITH RESPECT TO THE PLEDGED SECURITY SHALL BE
REGISTERED SUBJECT TO THE PLEDGE;

(B)  ANY CERTIFICATED SECURITIES ISSUED IN EXCHANGE
FOR OR DISTRIBUTED WITH RESPECT TO THE PLEDGED SECURITY SHALL BE
DELIVERED TO THE REGISTERED PLEDGEE; AND

(C)  ANY MONEY PAID IN EXCHANGE FOR OR IN REDEMPTION
OF PART OR ALL OF THE SECURITY SHALL BE PAID TO THE REGISTERED
PLEDGEE.

[(2)] (7) Nothing in this title shall be construed to
affect the liability of the registered owner of a security for
calls, assessments or the like.

8-208.

(1)  A person placing his signature upon a CERTIFICATED
security OR AN. INITIAL TRANSACTION STATEMENT as authenticating
trustee, registrar, transfer agent or the like warrants to a
purchaser for value OF THE CERTIFICATED SECURITY OR A PURCHASER
FOR VALUE OF AN UNCERTIFICATED SECURITY TO WHOM THE INITIAL
TRANSACTION STATEMENT HAS BEEN SENT, IF THE PURCHASER IS without
notice of the particular defect, that:

(a)   The CERTIFICATED security OR INITIAL TRANSACTION
STATEMENT is genuine; [and]

(b)  His own participation in the issue OR
REGISTRATION OF THE TRANSFER, PLEDGE OR RELEASE of the security
is within his capacity and within the scope of the
[authorization] AUTHORITY received by him from the issuer; and

(c)  He has reasonable grounds to. believe that the
security is in the form and within the amount the issuer is
authorized to issue.

(2)  Unless otherwise agreed, a person by so placing his
signature does not assume responsibility for the validity of the
security in other respects.

Subtitle 3. [Purchase] TRANSFER

8-301.

(1) Upon [delivery] TRANSFER of a security TO A PURCHASER
(§ 8-313), the purchaser acquires the rights in the security
which his transferor had or had actual authority to convey UNLESS
THE PURCHASER'S RIGHTS ARE LIMITED BY § 8-302(4). [except that a
purchaser who has himself been a party to any fraud or illegality
affecting the security or who as a prior holder had notice of an
adverse claim cannot improve his position by taking from a later
bona fide purchaser. "Adverse claim" includes a claim that a