PARRIS N. GLENDENING, Governor

Ch. 92

PURCHASER MAY BECOME A PROTECTED PURCHASER ONLY WHEN THE
INDORSEMENT IS SUPPLIED. HOWEVER, AGAINST A TRANSFEROR, A TRANSFER IS
COMPLETE UPON DELIVERY AND THE PURCHASER HAS A SPECIFICALLY
ENFORCEABLE RIGHT TO HAVE ANY NECESSARY INDORSEMENT SUPPLIED.

(E)     AN INDORSEMENT OF A SECURITY CERTIFICATE IN BEARER FORM MAY
GIVE NOTICE OF AN ADVERSE CLAIM TO THE CERTIFICATE, BUT IT DOES NOT
OTHERWISE AFFECT A RIGHT TO REGISTRATION THAT THE HOLDER POSSESSES.

(F)     UNLESS OTHERWISE AGREED, A PERSON MAKING AN INDORSEMENT
ASSUMES ONLY THE OBLIGATIONS PROVIDED IN § 8-108 OF THIS TITLE AND NOT AN
OBLIGATION THAT THE SECURITY WILL BE HONORED BY THE ISSUER.

8-305.

(A)    IF AN INSTRUCTION HAS BEEN ORIGINATED BY AN APPROPRIATE
PERSON BUT IS INCOMPLETE IN ANY OTHER RESPECT, ANY PERSON MAY COMPLETE
IT AS AUTHORIZED AND THE ISSUER MAY RELY ON IT AS COMPLETED, EVEN
THOUGH IT HAS BEEN COMPLETED INCORRECTLY.

(B)     UNLESS OTHERWISE AGREED, A PERSON INITIATING AN INSTRUCTION
ASSUMES ONLY THE OBLIGATIONS IMPOSED BY § 8-108 OF THIS TITLE AND NOT AN
OBLIGATION THAT THE SECURITY WILL BE HONORED BY THE ISSUER

8-306.

(A)    A PERSON WHO GUARANTEES A SIGNATURE OF AN INDORSER OF A
SECURITY CERTIFICATE WARRANTS THAT AT THE TIME OF SIGNING:

(1)     THE SIGNATURE WAS GENUINE;

(2)     THE SIGNER WAS AN APPROPRIATE PERSON TO INDORSE, OR IF THE
SIGNATURE IS BY AN AGENT, THE AGENT HAD ACTUAL AUTHORITY TO ACT ON
BEHALF OF THE APPROPRIATE PERSON; AND

(3)     THE SIGNER HAD LEGAL CAPACITY TO SIGN.

(B)     A PERSON WHO GUARANTEES A SIGNATURE OF THE ORIGINATOR OF AN
INSTRUCTION WARRANTS THAT AT THE TIME OF SIGNING:

(1)     THE SIGNATURE WAS GENUINE;

(2)     THE SIGNER WAS AN APPROPRIATE PERSON TO ORIGINATE THE
INSTRUCTION, OR IF THE SIGNATURE IS BY AN AGENT, THE AGENT HAD ACTUAL
AUTHORITY TO ACT ON BEHALF OF THE APPROPRIATE PERSON, IF THE PERSON
SPECIFIED IN THE INSTRUCTION AS THE REGISTERED OWNER WAS, IN FACT, THE
REGISTERED OWNER, AS TO WHICH FACT THE SIGNATURE GUARANTOR DOES NOT
MAKE A WARRANTY; AND

(3)     THE SIGNER HAD LEGAL CAPACITY TO SIGN.

(C)     A PERSON WHO SPECIALLY GUARANTEES THE SIGNATURE OF AN
ORIGINATOR OF AN INSTRUCTION MAKES THE WARRANTIES OF A SIGNATURE

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