PARRIS N. GLENDENING, Governor                               Ch. 92

(D)    A PURCHASER HAS "CONTROL" OF A SECURITY ENTITLEMENT IF:

(1)     THE PURCHASER BECOMES THE ENTITLEMENT HOLDER; OR

(2)     THE SECURITIES INTERMEDIARY HAS AGREED THAT IT WILL
COMPLY WITH ENTITLEMENT ORDERS ORIGINATED BY THE PURCHASER WITHOUT
FURTHER CONSENT BY THE ENTITLEMENT HOLDER.

(E)     IF AN INTEREST IN A SECURITY ENTITLEMENT IS GRANTED BY THE
ENTITLEMENT HOLDER TO THE ENTITLEMENT HOLDER'S OWN SECURITIES
INTERMEDIARY, THE SECURITIES INTERMEDIARY HAS CONTROL

(F)     A PURCHASER WHO HAS SATISFIED THE REQUIREMENTS OF SUBSECTION
(C)(2) OR (D)(2) OF THIS SECTION HAS CONTROL EVEN IF THE REGISTERED OWNER
IN THE CASE OF SUBSECTION (C)(2) OF THIS SECTION OR THE ENTITLEMENT HOLDER
IN THE CASE OF SUBSECTION (D)(2) OF THIS SECTION RETAINS THE RIGHT TO MAKE
SUBSTITUTIONS FOR THE UNCERTIFICATED SECURITY OR SECURITY ENTITLEMENT,
TO ORIGINATE INSTRUCTIONS OR ENTITLEMENT ORDERS TO THE ISSUER OR
SECURITIES INTERMEDIARY, OR OTHERWISE TO DEAL WITH THE UNCERTIFICATED
SECURITY OR SECURITY ENTITLEMENT.

(G)    (1) AN ISSUER OR A SECURITIES INTERMEDIARY MAY NOT ENTER INTO
AN AGREEMENT OF THE KIND DESCRIBED IN SUBSECTION (C)(2) OR (D)(2) OF THIS
SECTION WITHOUT THE CONSENT OF THE REGISTERED OWNER OR ENTITLEMENT
HOLDER, BUT AN ISSUER OR A SECURITIES INTERMEDIARY IS NOT REQUIRED TO
ENTER INTO SUCH AN AGREEMENT EVEN THOUGH THE REGISTERED OWNER OR
ENTITLEMENT HOLDER SO DIRECTS.

(2) AN ISSUER OR SECURITIES INTERMEDIARY THAT HAS ENTERED
INTO SUCH AN AGREEMENT IS NOT REQUIRED TO CONFIRM THE EXISTENCE OF THE
AGREEMENT TO ANOTHER PARTY UNLESS REQUESTED TO DO SO BY THE
REGISTERED OWNER OR ENTITLEMENT HOLDER.

8-107.

(A) "APPROPRIATE PERSON" MEANS:

(1)     WITH RESPECT TO AN INDORSEMENT, THE PERSON SPECIFIED BY A
SECURITY CERTIFICATE OR BY AN EFFECTIVE SPECIAL INDORSEMENT TO BE
ENTITLED TO THE SECURITY;

(2)     WITH RESPECT TO AN INSTRUCTION, THE REGISTERED OWNER OF
AN UNCERTIFICATED SECURITY;

(3)     WITH RESPECT TO AN ENTITLEMENT ORDER, THE ENTITLEMENT
HOLDER;

(4)     IF THE PERSON DESIGNATED IN PARAGRAPH (1), (2), OR (3) OF THIS
SUBSECTION IS DECEASED, THE DESIGNATED PERSON'S SUCCESSOR TAKING UNDER
OTHER LAW OR THE DESIGNATED PERSON'S PERSONAL REPRESENTATIVE ACTING
FOR THE ESTATE OF THE DECEDENT; OR

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