HARRY HUGHES, Governor

3745

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
SUBSECTION (4) OF § 8-403) TO WHICH THE UNCERTIFICATED SECURITY
WAS SUBJECT;

(C)  DELIVER THE CERTIFICATED SECURITY TO THE
REGISTERED OWNER; AND

(D)  NOTIFY THE INTENDED REGISTERED PLEDGEE THAT THE
ISSUER HAS SO ELECTED.

8-402.

(1)  The issuer may require the following assurance that
each necessary indorsement OF A CERTIFICATED SECURITY OR EACH
INSTRUCTION (§ 8-308) is genuine and effective:

(a)  In all cases, a guarantee of the signature
([subsection (1) of] § 8-312 (1) OR (2)) of the person indorsing
A CERTIFICATED SECURITY OR ORIGINATING AN INSTRUCTION INCLUDING,
IN THE CASE OF AN INSTRUCTION, A WARRANTY OF THE TAXPAYER
IDENTIFICATION NUMBER OR, IN THE ABSENCE THEREOF, OTHER
REASONABLE ASSURANCE OF IDENTITY; [and]

(b)   [Where] IF the indorsement is MADE OR THE
INSTRUCTION IS ORIGINATED by an agent, appropriate assurance of
authority to sign;

(c)   [Where] IF the indorsement is MADE OR THE
INSTRUCTION IS ORIGINATED by a fiduciary, appropriate evidence of
appointment or incumbency;

(d)   [Where] IF there is more than one fiduciary,
reasonable assurance that all who are required to sign have done
so; AND

(e)   [Where] IF the indorsement is MADE OR THE
INSTRUCTION IS ORIGINATED by a person not covered by any of the
foregoing, assurance appropriate to the case corresponding as
nearly as may be to the foregoing.

(2)  A "guarantee of the signature" in subsection (1) means
a guarantee signed by or on behalf of a person reasonably
believed by the issuer to be responsible. The issuer may adopt
standards with respect to responsibility [provided such
standards] IF THEY are not manifestly unreasonable.