HARRY HUGHES, Governor                                      3731

(I) HE WILL BE ENTITLED TO THE REGISTRATION OF
TRANSFER, PLEDGE OR RELEASE; AND

(II) THE TRANSFER, PLEDGE OR RELEASE REQUESTED
IN THE INSTRUCTION WILL BE REGISTERED BY THE ISSUER FREE FROM ALL
LIENS, SECURITY INTERESTS, RESTRICTIONS AND CLAIMS OTHER THAN
THOSE SPECIFIED IN THE INSTRUCTION.

(7)  A PERSON WHO ORIGINATES AN INSTRUCTION WARRANTS TO A
PURCHASER FOR VALUE AND TO ANY PERSON GUARANTEEING THE
INSTRUCTION (§ 8-312(6)) THAT:

(A)  HE IS AN APPROPRIATE PERSON TO ORIGINATE THE
INSTRUCTION;

(B)  THE UNCERTIFICATED SECURITY REFERRED TO THEREIN
IS VALID; AND

(C)  AT THE TIME THE INSTRUCTION IS PRESENTED TO THE
ISSUER:

(I)  THE TRANSFEROR WILL BE ENTITLED TO THE
REGISTRATION OF TRANSFER, PLEDGE OR RELEASE;

(II)  THE TRANSFER, PLEDGE OR RELEASE REQUESTED
IN THE INSTRUCTION WILL BE REGISTERED BY THE ISSUER FREE FROM ALL
LIENS, SECURITY INTERESTS, RESTRICTIONS AND CLAIMS OTHER THAN
THOSE SPECIFIED IN THE INSTRUCTION; AND

(III)  THE REQUESTED TRANSFER, PLEDGE OR RELEASE
WILL BE RIGHTFUL.

(8)  IF A SECURED PARTY IS THE REGISTERED PLEDGEE OR THE
REGISTERED OWNER OF AN UNCERTIFICATED SECURITY, A PERSON WHO
ORIGINATES AN INSTRUCTION OF RELEASE OR TRANSFER TO THE DEBTOR
OR, AFTER PAYMENT AND ON ORDER OF THE DEBTOR, A TRANSFER
INSTRUCTION TO A THIRD PERSON, WARRANTS TO THE DEBTOR OR THE
THIRD PERSON ONLY THAT HE IS AN APPROPRIATE PERSON TO ORIGINATE
THE INSTRUCTION AND AT THE TIME THE INSTRUCTION IS PRESENTED TO
THE ISSUER, THE TRANSFEROR WILL BE ENTITLED TO THE REGISTRATION
OF RELEASE OR TRANSFER. IF A TRANSFER INSTRUCTION TO A THIRD
PERSON WHO IS A PURCHASER FOR VALUE IS ORIGINATED ON ORDER OF THE
DEBTOR, THE DEBTOR MAKES TO THE PURCHASER THE WARRANTIES OF
PARAGRAPHS (B) AND (C)(II) AND (III) OF SUBSECTION (7).

(9)  A PERSON WHO TRANSFERS AN UNCERTIFICATED SECURITY TO A
PURCHASER FOR VALUE AND DOES NOT ORIGINATE AN INSTRUCTION IN
CONNECTION WITH THE TRANSFER WARRANTS ONLY THAT:

(A)  HIS TRANSFER IS EFFECTIVE AND RIGHTFUL; AND

(B)  THE UNCERTIFICATED SECURITY IS VALID.

[(5)] (10) A broker gives to his customer and to the issuer
and a purchaser the APPLICABLE warranties provided in this