PARRIS N. GLENDENING, Governor

Ch. 92

(3) IN THE CASE OF A SECURITY CERTIFICATE THAT HAS BEEN STOLEN,
ACTED WITH NOTICE OF THE ADVERSE CLAIM.

8-116.

(A)    A SECURITIES INTERMEDIARY THAT RECEIVES A FINANCIAL ASSET AND
ESTABLISHES A SECURITY ENTITLEMENT TO THE FINANCIAL ASSET IN FAVOR OF AN
ENTITLEMENT HOLDER IS A PURCHASER FOR VALUE OF THE FINANCIAL ASSET.

(B)     A SECURITIES INTERMEDIARY THAT ACQUIRES A SECURITY
ENTITLEMENT TO A FINANCIAL ASSET FROM ANOTHER SECURITIES INTERMEDIARY
ACQUIRES THE SECURITY ENTITLEMENT FOR VALUE IF THE SECURITIES
INTERMEDIARY ACQUIRING THE SECURITY ENTITLEMENT ESTABLISHES A
SECURITY ENTITLEMENT TO THE FINANCIAL ASSET IN FAVOR OF AN ENTITLEMENT
HOLDER.

SUBTITLE 2. ISSUE AND ISSUER.
8-201.

(A)    WITH RESPECT TO AN OBLIGATION ON OR A DEFENSE TO A SECURITY, AN
"ISSUER" INCLUDES A PERSON THAT:

(1)     PLACES OR AUTHORIZES THE PLACING OF ITS NAME ON A SECURITY
CERTIFICATE, OTHER THAN AS AUTHENTICATING TRUSTEE, REGISTRAR, TRANSFER
AGENT, OR THE LIKE, TO EVIDENCE A SHARE, PARTICIPATION, OR OTHER INTEREST
IN ITS PROPERTY OR IN AN ENTERPRISE, OR TO EVIDENCE ITS DUTY TO PERFORM
AN OBLIGATION REPRESENTED BY THE CERTIFICATE;

(2)     CREATES A SHARE, PARTICIPATION, OR OTHER INTEREST IN ITS
PROPERTY OR IN AN ENTERPRISE, OR UNDERTAKES AN OBLIGATION, THAT IS AN
UNCERTIFICATED SECURITY;

(3)     DIRECTLY OR INDIRECTLY CREATES A FRACTIONAL INTEREST IN
ITS RIGHTS OR PROPERTY, IF THE FRACTIONAL INTEREST IS REPRESENTED BY A
SECURITY CERTIFICATE; OR

(4)     BECOMES RESPONSIBLE FOR, OR IN PLACE OF, ANOTHER PERSON
DESCRIBED AS AN ISSUER IN THIS SECTION.

(B)     WITH RESPECT TO AN OBLIGATION ON OR DEFENSE TO A SECURITY, A
GUARANTOR IS AN ISSUER TO THE EXTENT OF ITS GUARANTY, WHETHER OR NOT
ITS OBLIGATION IS NOTED ON A SECURITY CERTIFICATE.

(C)     WITH RESPECT TO A REGISTRATION OF A TRANSFER, ISSUER MEANS- A
PERSON ON WHOSE BEHALF TRANSFER BOOKS ARE MAINTAINED.

8-202.

(A) (1) EVEN AGAINST A PURCHASER FOR VALUE AND WITHOUT NOTICE,
THE TERMS OF A CERTIFICATED SECURITY INCLUDE TERMS STATED ON THE
CERTIFICATE AND TERMS MADE PART OF THE SECURITY BY REFERENCE ON THE
CERTIFICATE TO ANOTHER INSTRUMENT, INDENTURE, OR DOCUMENT OR TO A

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