Ch. 92

1996 LAWS OF MARYLAND

GUARANTOR UNDER SUBSECTION (B) OF THIS SECTION AND ALSO WARRANTS THAT
AT THE TIME THE INSTRUCTION IS PRESENTED TO THE ISSUER:

(1)     THE PERSON SPECIFIED IN THE INSTRUCTION AS THE REGISTERED
OWNER OF THE UNCERTIFICATED SECURITY WILL BE THE REGISTERED OWNER;
AND

(2)     THE TRANSFER OF THE UNCERTIFICATED SECURITY REQUESTED IN
THE INSTRUCTION WELL BE REGISTERED BY THE ISSUER FREE FROM ALL LIENS,
SECURITY INTERESTS, RESTRICTIONS, AND CLAIMS OTHER THAN THOSE SPECIFIED
IN THE INSTRUCTION.

(D)    A GUARANTOR UNDER SUBSECTIONS (A) AND (B) OF THIS SECTION OR A
SPECIAL GUARANTOR UNDER SUBSECTION (C) OF THIS SECTION DOES NOT
OTHERWISE WARRANT THE RIGHTFULNESS OF THE TRANSFER

(E)     A PERSON WHO GUARANTEES AN INDORSEMENT OF A SECURITY
CERTIFICATE MAKES THE WARRANTIES OF A SIGNATURE GUARANTOR UNDER
SUBSECTION (A) OF THIS SECTION AND ALSO WARRANTS THE RIGHTFULNESS OF
THE TRANSFER IN ALL RESPECTS.

(F)     A PERSON WHO GUARANTEES AN INSTRUCTION REQUESTING THE
TRANSFER OF AN UNCERTIFICATED SECURITY MAKES THE WARRANTIES OF A
SPECIAL SIGNATURE GUARANTOR UNDER SUBSECTION (C) OF THIS SECTION AND
ALSO WARRANTS THE RIGHTFULNESS OF THE TRANSFER IN ALL RESPECTS.

(G) AN ISSUER MAY NOT REQUIRE A SPECIAL GUARANTY OF SIGNATURE, A
GUARANTY OF INDORSEMENT, OR A GUARANTY OF INSTRUCTION AS A CONDITION
TO REGISTRATION OF TRANSFER.

(H) (1) THE WARRANTIES UNDER THIS SECTION ARE MADE TO A PERSON
TAKING OR DEALING WITH THE SECURITY IN RELIANCE ON THE GUARANTY, AND
THE GUARANTOR IS LIABLE TO THE PERSON FOR LOSS RESULTING FROM THEIR
BREACH

(2) AN INDORSER OR ORIGINATOR OF AN INSTRUCTION WHOSE
SIGNATURE, INDORSEMENT, OR INSTRUCTION HAS BEEN GUARANTEED IS LIABLE
TO A GUARANTOR FOR ANY LOSS SUFFERED BY THE GUARANTOR AS A RESULT OF
BREACH OF THE WARRANTIES OF THE GUARANTOR.

8-307.

UNLESS OTHERWISE AGREED, THE TRANSFEROR OF A SECURITY ON DUE
DEMAND SHALL SUPPLY THE PURCHASER WITH PROOF OF AUTHORITY TO
TRANSFER OR WITH ANY OTHER REQUISITE NECESSARY TO OBTAIN REGISTRATION
OF THE TRANSFER OF THE SECURITY, BUT IF THE TRANSFER IS NOT FOR VALUE, A
TRANSFEROR NEED NOT COMPLY UNLESS THE PURCHASER PAYS THE NECESSARY
EXPENSES. IF THE TRANSFEROR FAILS WITHIN A REASONABLE TIME TO COMPLY
WITH THE DEMAND, THE PURCHASER MAY REJECT OR RESCIND THE TRANSFER.

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