PARRIS N. GLENDENING, Governor

Ch. 92

TO THE SECURITY, THE ISSUER MAY NOT ASSERT ANY DEFENSE THAT THE ISSUER
COULD NOT ASSERT IF THE ENTITLEMENT HOLDER HELD THE SECURITY DIRECTLY.

8-203.

AFTER AN ACT OR EVENT, OTHER THAN A CALL THAT HAS BEEN REVOKED,
CREATING A RIGHT TO IMMEDIATE PERFORMANCE OF THE PRINCIPAL OBLIGATION
REPRESENTED BY A CERTIFICATED SECURITY OR SETTING A DATE ON OR AFTER
WHICH THE SECURITY IS TO BE PRESENTED OR SURRENDERED FOR REDEMPTION
OR EXCHANGE, A PURCHASER IS CHARGED WITH NOTICE OF ANY DEFECT IN ITS
ISSUE OR DEFENSE OF THE ISSUER, IF THE ACT OR EVENT:

(1)     REQUIRES THE PAYMENT OF MONEY, THE DELIVERY OF A
CERTIFICATED SECURITY, THE REGISTRATION OF TRANSFER OF AN
UNCERTIFICATED SECURITY, OR ANY OF THEM ON PRESENTATION OR SURRENDER
OF THE SECURITY CERTIFICATE, THE MONEY OR SECURITY IS AVAILABLE ON THE
DATE SET FOR PAYMENT OR EXCHANGE, AND THE PURCHASER TAKES THE
SECURITY MORE THAN 1 YEAR AFTER THAT DATE; OR

(2)     IS NOT COVERED BY PARAGRAPH (1) OF THIS SECTION AND THE
PURCHASER TAKES THE SECURITY MORE THAN 2 YEARS AFTER THE DATE SET FOR
SURRENDER OR PRESENTATION OR THE DATE ON WHICH PERFORMANCE BECAME
DUE.

8-204.

A RESTRICTION ON TRANSFER OF A SECURITY IMPOSED BY THE ISSUER, EVEN
IF OTHERWISE LAWFUL, IS INEFFECTIVE AGAINST A PERSON WITHOUT KNOWLEDGE
OF THE RESTRICTION UNLESS:

(1)     THE SECURITY IS CERTIFICATED AND THE RESTRICTION IS NOTED
CONSPICUOUSLY ON THE SECURITY CERTIFICATE; OR

(2)     THE SECURITY IS UNCERTIFICATED AND THE REGISTERED OWNER
HAS BEEN NOTIFIED OF THE RESTRICTION.

8-205.

AN UNAUTHORIZED SIGNATURE PLACED ON A SECURITY CERTIFICATE
BEFORE OR IN THE COURSE OF ISSUE IS INEFFECTIVE, BUT THE SIGNATURE IS
EFFECTIVE IN FAVOR OF A PURCHASER FOR VALUE OF THE CERTIFICATED
SECURITY IF THE PURCHASER IS WITHOUT NOTICE OF THE LACK OF AUTHORITY
AND THE SIGNING HAS BEEN DONE BY:

(1)     AN AUTHENTICATING TRUSTEE, REGISTRAR., TRANSFER AGENT, OR
OTHER PERSON ENTRUSTED BY THE ISSUER WITH THE SIGNING OF THE SECURITY
CERTIFICATE OR OF SIMILAR SECURITY CERTIFICATES, OR THE IMMEDIATE
PREPARATION FOR SIGNING OF ANY OF THEM; OR

(2)     AN EMPLOYEE OF THE ISSUER, OR OF ANY OF THE PERSONS LISTED
IN PARAGRAPH (1) OF THIS SECTION, ENTRUSTED WITH RESPONSIBLE HANDLING OF
THE SECURITY CERTIFICATE.

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