/* This article of the UCC is concerned with the law related to

the transfer of securities. */

ARTICLE 8

INVESTMENT SECURITIES

PART 1. SHORT TITLE AND GENERAL MATTERS

Section

8-101. Short Title.

8-102. Definitions and Index of Definitions.

8-103. Issuer's Lien.

8-104. Effect of Overissue; "Overissue".

8-105. Certificated Securities Negotiable; Statements and

Instructions Not Negotiable; Presumptions.

8-106. Applicability.

8-107. Securities Transferable; Action for Price.

8-108. Registration of Pledge and Release of Uncertificated

Securities.

PART 2. ISSUE-ISSUER

8-201. "Issuer".

8-202. Issuer's Responsibility and Defenses; Notice of Defect or

Defense.

8-203. Staleness as Notice of Defects or Defenses.

8-204 Effect of Issuer's Restrictions on Transfer.

8-205. Effect of Unauthorized Signature on Certificated

Security or Initial Transaction Statement.

8-206. Completion or Alteration of Certificated Security or

Initial Transaction Statement.

8-207. Rights and Duties of Issuer With Respect to Registered

Owners and Registered Pledgees.

8-208. Effect of Signature of Authenticating Trustee, Registrar,

or Transfer Agent.

PART 3. TRANSFER

8-301. Rights Acquired by Purchaser.

8-302. Bona Fide Purchaser"; "Adverse Claim"; Title Acquired by

Bona Fide Purchaser.

8-303 "Broker".

8-304. Notice to Purchaser of Adverse Claims

8-305. Staleness as Notice of Adverse Claims.

8-306. Warranties on Presentment and Transfer of Certificated

Securities. Warranties of Originators of Instructions.

8-307. Effect of Delivery Without Indorsement; Right to Compel

Indorsement.

8-308. Indorsements; Instructions.

8-309. Effect of Indorsement Without Delivery.

8-310. Indorsement of Certificated Security in Bearer Form.

8-311. Effect of Unauthorized Indorsement or Instruction.

8-312. Effect of Guaranteeing Signature, Indorsement or

Instruction.

8-313. When Transfer to Purchaser Occurs; Financial Intermediary

as Bona Fide Purchaser; "Financial Intermediary".

8-314. Duty to Transfer, When Completed.

8-315. Action Against Transferee Based Upon Wrongful Transfer.

8-316. Purchaser's Right to Requisites for Registration of

Transfer, Pledge, or Release on Books.

8-317. Creditors' Rights.

8-318. No Conversion by Good Faith Conduct.

8-319. Statute of Frauds.

8-320. Transfer or Pledge Within Central Depository System.

8-321. Enforceability, Attachment, Perfection and Termination

of Security Interests.

PART 4. REGISTRATION

8-401. Duty of Issuer to Register Transfer, Pledge, or Release.

8-402. Assurance That Indorsements and Instructions Are

Effective.

8-403. Issuer's Duty as to Adverse Claims.

8-404. Liability and Non-liability for Registration.

8-405. Lost, Destroyed, and Stolen Certificated Securities.

8-406. Duty of Authenticating Trustee, Transfer Agent, or

Registrar.

8-407. Exchangeability of Securities.

8-408. Statements of Uncertificated Securities.

ARTICLE 8

INVESTMENT Securities

PART 1

SHORT TITLE AND GENERAL MATTERS

8-101. Short Title.

This Article shall be known and may be cited as Uniform

Commercial Code -- Investment Securities.

8-102. Definitions and Index of Definitions.

(1) In this Article, unless the, context otherwise

requires:

(a) A "certificated security is a share, participation, or

other interest in property of or an enterprise of the issuer or

an obligation of the issuer which is

(i) represented by an instrument issued in bearer or registered

form;

(ii) of a type commonly dealt in on securities exchanges or

markets or commonly recognized in any area in which it is issued

or dealt in as a medium for Investment; and

(iii) either one of a class or series or by its terms

divisible into a class or series of shares, participations,

interests, or obligations

(b) An "uncertificated security" is a share, participation,

or other interest in property or an enterprise of the issuer or

an obligation of the issuer which is

(i) not represented by an instrument and the transfer of which is

registered upon books maintained for that purpose by or on behalf

of the Issuer;

(ii) of a type commonly dealt in on securities exchanges or

markets; and

(iii) either one of a class or series or by its terms divisible

Into a class or series of shares, participations, interests, or

obligations

(c) A "security" is either a certificated or an

uncertificated security. If a security is certificated, the terms

"security" and "certificated security" may mean either the

intangible interest, the instrument representing that interest,

or both, as the context requires. A writing that is a

certificated security is governed by this Article and not by

Article 3, even though it also meets the requirements of that

Article. This Article does not apply to money. If a certificated

security has been retained by or surrendered to the issuer or its

transfer agent for reasons other than registration of transfer,

other temporary purpose, payment, exchange, or acquisition by the

issuer, that security shall be treated as an uncertificated

security for purposes of this Article.

/* Article 8 solely governs securities, even though they may also

be notes or bonds. */

(d) A certificated security is in "registered form" if

(i) it specifies a person entitled to the security or the

rights it represents; and

(ii) its transfer may be registered upon books maintained

for that purpose by or on behalf of the issuer, or the security

so states.

(e) A certificated security is in "bearer form" if it runs

to bearer according to terms and not by reason of any

indorsement.

A "subsequent purchaser" is a person who takes other than by

original issue.

(3) A "clearing corporation" is a corporation registered as

a "clearing agency" under the federal securities laws or a

corporation:

(a) at least 90 percent of whose capital stock is held by

or for one or more organizations, none of which, other than a

national securities exchange or association, holds in excess of

20 percent of the capital stock of the corporation, and each of

which is

(i) subject to supervision or regulation pursuant to the

provisions of federal or state banking laws or state insurance

laws,

(ii) a broker or dealer or investment company registered

under the federal securities laws, or

(iii) a national securities exchange or association

registered under the federal securities laws; and

(b) any remaining capital stock of which is held by

individuals who have purchased it at or prior to the time of

their taking office as directors of the corporation and who have

purchased only so much of the capital stock as is necessary to

permit them to qualify as directors.

(4) A "custodian bank" is a bank or trust company that is

supervised and examined by state or federal authority having

supervision over banks and is acting as custodian for a clearing

corporation.

(5) Other definitions applying to this Article or to

specified Parts thereof and the sections in which they appear

are:

"Adverse claim". Section 8-302.

"Bona fide purchaser". Section 8-302.

"Broker". Section 8-303.

"Debtor". Section 9-105.

"Financial intermediary". Section 8-313.

"Guarantee of the signature". Section 8-402.

"Initial transaction statement". Section 8-408.

"Instruction". Section 8-308.

"Intermediary bank". Section 4-105.

"Issuer". Section 8-201.

"Overissue". Section 8-104.

"Secured Party". Section 9-105.

"Security Agreement". Section 9-105.

(6) In addition, Article 1 contains general definitions and

principles of construction and interpretation applicable

throughout this Article.

8-103. Issuer's Lien.

A lien upon a security in favor of an issuer thereof is

valid against a purchaser only if:

(a) the security is certificated and the right of the

issuer to the lien is noted conspicuously thereon; or

(b) the security is uncertificated and a notation of the

right of the issuer to the lien is contained in the initial

transaction statement sent to the purchaser or, if his interest

is transferred to him other than by registration of transfer,

pledge, or release, the initial transaction statement sent to the

registered owner or the registered pledgee.

8-104. Effect of Overissue; "Overissue".

(1) The provisions of this Article which validate a

security or compel its issue or reissue do not apply to the

extent that validation, issue, or reissue would result in

overissue; but if:

(a) an identical security which does not constitute an

overissue is reasonably available for purchase, the person

entitled to issue or validation may compel the issuer to purchase

the security for him and either to deliver a certificated

security or to register the transfer of an uncertificated

security to him, against surrender of any certificated security

he holds; or

(b) a security is not so available for purchase, the person

entitled to issue or validation may recover from the issuer the

price he or the last purchaser for value paid for it with

interest from the date of his demand.

(2) "Overissue" means the issue of securities in excess of

the amount the issuer has corporate power to issue.

8-105. Certificated Securities Negotiable Statements and

instructions Not Negotiable; Presumptions

(1) Certificated securities governed by this Article are

negotiable instruments.

(2) Statements (Section 8-408), notices, or the like, sent

by the issuer of uncertificated securities and instructions

(Section 8-308) are neither negotiable instruments nor

certificated securities.

(3) in any action on a security:

(a) unless specifically denied in the pleadings, each

signature on a certificated security, in a necessary indorsement,

on an initial transaction statement, or on an instruction, is

admitted;

(b) if the effectiveness of a signature is put in issue,

the burden of establishing it is on the party claiming under the

signature, but the signature is presumed to be genuine or

authorized;

(c) if signatures on a certificated security are admitted

or established, production of the security entitles a holder to

recover on it unless the defendant establishes a defense or a

defect going to the validity of the security;

(d) if signatures on an initial transaction statement are

admitted or established, the facts stated in the statement are

presumed to be true as of the time of its issuance; and

(e) after it is shown that a defense or defect exists, the

plaintiff has the burden of establishing that he or some person

under whom he claims is a person against whom the defense or

defect is ineffective (Section 8-202).

/* This section is parallel to the other chapters. Signatures are

deemed correct unless disputed at the first opportunity. */

8-106. Applicability

The law (including the conflict of laws rules) of the

jurisdiction of organization of the issuer governs the validity

of a security, the effectiveness of registration by the issuer,

and the rights and duties of the issuer with respect to:

(a) registration of transfer of a certificated security;

(b) registration of transfer, pledge, or release of an

uncertificated security; and

(c) sending of statements of uncertificated securities.

8-107. Securities Transferable; Action for Price.

(1) Unless otherwise agreed and subject to any applicable

law or regulation respecting short sales, a person obligated to

transfer securities may transfer any certificated security of the

specified issue in bearer form or registered in the name of the

transferee, or indorse to him or in blank, or lie may transfer an

equivalent uncertificated security to the transferee or a person

designated by the transferee.

(2) if the buyer fails to pay the price as it comes due

under a contract of sale, the seller may recover the price of:

(a) certificated securities accepted by the buyer;

(b) uncertificated securities that have been transferred to

the buyer or a person designated by the buyer; and

(c) other securities if efforts at their resale would be

unduly burdensome or if there is no readily available market for

their resale.

8-108. Registration of Pledge and Release of Uncertificated

Securities.

A security interest in an uncertificated security may be

evidenced by the registration of pledge to the secured party or a

person designated by him. There can be no more than one

registered pledge of an uncertificated security at any time. The

registered owner of an uncertificated security is the person in

whose name the security is registered, even if the security is

subject to a registered pledge. The rights of a registered

pledgee of an uncertificated security under this Article are

terminated by the registration of release.

PART 2

ISSUE--ISSUER

8-201. "Issuer".

(1) With respect to obligations on or defenses to a

security, "issuer" includes a person who:

(a) places or authorizes the placing of his name on a

certificated security (otherwise than as authenticating trustee,

registrar, transfer agent, or the like) to evidence that it

represents a share, participation, or other interest in his

property or in an enterprise, or to evidence his duty to perform

an obligation represented by the certificated security;

(b) creates shares, participations, or other interests in

his property or in an enterprise or undertakes obligations, which

shares, participations, interests, or obligations are

uncertificated securities;

(c) directly or indirectly creates fractional interests in

his rights or property, which fractional interests are

represented by certificated securities; or

(d) becomes responsible for or in place of any other person

described as an issuer in this section.

(2) With respect to obligations on or defenses to a

security, a guarantor is an issuer to the extent of his guaranty,

whether or not his obligation is noted on a certificated security

or on statements of uncertificated securities sent pursuant to

Section 8408.

(3) With respect to registration of transfer, pledge, or

release (Part 4 of this Article), "issuer" means a person on

whose behalf transfer books are maintained.

8-202. Issuer's Responsibility and Defenses; Notice of

Defect or Defense.

(1) Even against a purchaser for value and without notice,

the terms of a security include:

(a) if the security is certificated, those stated on the

security;

(b) if the security is uncertificated, those contained in

the initial transaction statement sent to such purchaser or, if

his interest is transferred to him other than by registration of

transfer, pledge, or release, the initial transaction statement

sent to the registered owner or registered pledgee; and

(c) those made part of the security by reference, on the

certificated security or in the initial transaction statement, to

another instrument, indenture, or document or to a constitution,

statute, ordinance, rule, regulation, order or the like, to the

extent that the terms referred to do not conflict with the terms

stated on the certificated security or contained in the

statement. A reference under this paragraph does not of itself

charge a purchaser for value with notice of a defect going to the

validity of the security, even though the certificated security

or statement expressly states that a person accepting it admits

notice.

(2) A certificated security in the hands of a purchaser for

value or an uncertificated security as to which an initial

transaction statement has been sent to a purchaser for value,

other than a security issued by a government or governmental

agency or unit, even though issued with a defect going to its

validity, is valid with respect to the purchaser if he is without

notice of the particular defect unless the defect involves a

violation of constitutional provisions, in which case the

security is valid with respect to a subsequent purchaser for

value and without notice of the defect. This subsection applies

to an issuer that is a government or governmental agency or unit

only if either there has been substantial compliance with the

legal requirements governing the issue or the issuer has received

a substantial consideration for the issue as a whole or for the

particular security and a stated purpose of the issue is one for

which the issuer has power to borrow money or issue the security.

(3) Except as provided in the case of certain unauthorized

signatures (Section 8- 205), lack of genuineness of a

certificated security or an initial transaction statement is a

complete defense, even against a purchaser for value and without

notice.

(4) All other, defenses of the issuer of a certificated or

uncertificated security, including nondelivery and conditional

delivery of a certificated security, are ineffective against a

purchaser for value who has taken without notice of the

particular defense.

(5) Nothing in this section shall be construed to affect

the right of a party to a "when, as and if issued" or a when

distributed" contract to cancel the contract in the event of a

material change in the character of the security that is the

subject of the contract or in the plan or arrangement pursuant to

which the security is to be issued or distributed.

8-203 Staleness as Notice of Defects or Defenses.

(1) After an act or event creating a right to immediate

performance of the principal obligation represented by a

certificated security or that sets 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:

(a) the act or event is one requiring the payment of money,

the delivery of certificated securities, the registration of

transfer of uncertificated securities, or any of these on

presentation or surrender of the certificated security, the funds

or securities are available on the date set for payment or

exchange, and he takes the security more than one year after that

date; and

(b) the act or event is not covered by paragraph (a) and he

takes the security more than 2 years after the date set for

surrender or presentation or the date on which performance became

due.

(2) A call that has been revoked is not within subsection

(1).

8-204. Effect of Issuer's Restrictions on Transfer.

A restriction on transfer of a security imposed by the

issuer, even if otherwise lawful, is ineffective against any

person without actual knowledge of it unless:

(a) the security is certificated and the restriction is

noted conspicuously thereon; or

(b) the security is uncertificated and a notation of the

restriction is contained in the initial transaction statement

sent to the person or, if his interest is transferred to him

other than by registration of transfer, pledge, or release, the

initial transaction statement sent to the registered owner or the

registered pledgee.

/* Many state laws also have other restrictions

8-205. Effect of Unauthorized Signature on Certificated

Security or Initial Transaction statement

An unauthorized signature placed on a certificated security

prior to or in the course of issue or placed on an initial

transaction statement is ineffective, but the signature is

effective in favor of a purchaser for value of the certificated

security or a purchaser for value of an uncertificated security

to whom the initial transaction statement has been sent, if the

purchaser is without notice of the lack of authority and the

signing has been done by:

(a) an authenticating trustee, registrar, transfer agent,

or other person entrusted by the issuer with the signing of the

security, of similar securities, or of initial transaction

statements or the immediate preparation for signing of any of

them; or

(b) an employee of the issuer, or of any of the foregoing,

entrusted with responsible handling of the security or initial

transaction statement.

8-206. Completion or Alteration of Certificated Security or

Initial Transaction statement

(1) If a certificated security contains the signatures

necessary to its issue or transfer but is incomplete in any other

respect:

(a) any person may complete it by filling in the blanks as

authorized; and

(b) even though the blanks are incorrectly filled in,

the security, as completed is enforceable by a purchaser who took

it for value and without notice of the incorrectness.

(2) A complete certificated security that has been

improperly altered, even though fraudulently, remains

enforceable, but only according to its original terms.

(3) If an initial transaction statement contains the

signatures necessary to its validity, but is incomplete in any

other respect:

(a) any person may complete it by filling in the blanks as

authorized; and even though the blanks are incorrectly filled in,

the statement as completed is effective in favor of the person to

whom it is sent if he purchased the security referred to therein

for value and without notice of the incorrectness.

(4) A complete initial transaction statement that has been

improperly altered, even though fraudulently, is effective in

favor of a purchaser to whom it has been sent, but only according

to its original terms.

8-207. Rights and Duties of Issuer With Respect to

Registered Owners and Registered Pledgees

(1) Prior to due presentment for registration of transfer

of a certificated security in registered form, the issuer or

indenture trustee may treat the registered owner as the person

exclusively entitled to vote, to receive notifications, and

otherwise to exercise all the rights and powers of an owner.

(2) Subject to the provisions of subsections (3), (4), and

(6), the issuer or indenture trustee may treat the registered

owner of an uncertificated security as the person exclusively

entitled to vote, to receive notifications, and otherwise to

exercise all the rights and powers of an owner.

(3) The registered owner of an uncertificated security that

is subject to a registered pledge is not entitled to registration

of transfer prior to the due presentment to the issuer of a

release instruction. The exercise of conversion rights with

respect to a convertible uncertificated security is a transfer

within the meaning of this section.

(4) Upon due presentment of a transfer instruction from the

registered pledgee of an uncertificated security, the issuer

shall:

(a) register the transfer of the security to the new owner

free of pledge, if the instruction specifies a new owner (who may

be the registered pledgee) and does not specify a pledgee;

(b) register the transfer of the security to the new owner

subject to the interest of the existing pledgee, if the

instruction specifies a new owner and the existing pledgee; or

(c) register the release of the security from the existing

pledge and register the pledge of the security to the other pled

gee, if the instruction specifies the existing owner and another

pledgee.

(5) Continuity of perfection of a security interest is not

broken by registration of transfer under subsection (4)(b) or by

registration of release and pledge under subsection (4)(c), if

the security interest is assigned.

(6) If an uncertificated security is subject to a

registered pledge:

(a) any uncertificated securities issued in exchange for or

distributed with respect to the pledged security shall be

registered subject to the pledge;

(b) any certificated securities issued in exchange for or

distributed with respect to the pledged security shall be

delivered to the registered pledgee; and

(c) any money paid in exchange for or in redemption of part

or all of the security shall be paid to the registered pledgee.

(7) Nothing in this Article shall be construed to affect

the liability of the registered owner of a security for calls,

assessments, or the like.

8-208. Effect of Signature of Authenticating Trustee,

Registrar, or Transfer Agent

(1) A person placing his signature upon a certificated

security or an initial transaction statement as authenticating

trustee, registrar, transfer agent, or the like, warrants to a

purchaser for value of the certificated security or a purchaser

for value of an uncertificated security to whom the initial

transaction statement has been sent, if the purchaser is without

notice of the particular defect, that:

(a) the certificated security or initial transaction

statement is

(b) his own participation in the issue or registration of

the transfer, pledge, or release of the security is within his

capacity and within the scope of the authority received by him

from the issuer; and

(c) he has reasonable grounds to believe the security is in

the form and within the amount the issuer is authorized to issue.

(2) Unless otherwise agreed, a person by so placing his

signature does not assume responsibility for the validity of the

security in other respects.

PART 3

TRANSFER

8-301. Rights Acquired by Purchaser.

(1) Upon transfer of a security to a purchaser (Section 8-

313), the purchaser acquires the rights in the security which his

transferor had or had actual authority to convey unless the

purchaser's rights are limited by Section 8-302(4).

(2) A transferee of a limited interest acquires rights only

to the extent of the interest transferred. The creation or

release of a security interest in a security is the transfer of a

limited interest in that security.

8-302. "Bona Fide Purchaser"; "Adverse Claim"; Title

Acquired by Bona Fide Purchaser.

(1) A "bona fide purchaser" is a purchaser for value in

good faith and without notice of any adverse claim:

(a) who takes delivery of a certificated security in bearer

form or in registered form, issued or indorsed to him or in

blank;

(b) to whom the transfer, pledge, or release of an

uncertificated security is registered on the books of the issuer;

or

(c) to whom a security is transferred under the provisions

of paragraph (c), or (g) of Section 8-313(1).

(2) "Adverse claim" includes a claim that a transfer was or

would be wrongful or that a particular adverse person is the

owner of or has an interest in the security.

(3) A bona fide purchaser in addition to acquiring the

rights of a purchaser (Section 8-301) also acquires his interest

in the security free of any adverse claim.

(4) Notwithstanding Section 8-301(1), the transferee of a

particular certificated security who has been a party to any

fraud or illegality affecting the security, or who as a prior

holder, of certificated security had notice of an adverse claim,

cannot improve his position by taking from a bona fide purchaser.

8-303. "Broker".

"Broker" means a person engaged for all or part of his time

in the business of buying and selling securities, who in the

transaction concerned acts for, buys a security from, or sells a

security to, a customer. Nothing in this Article determines the

capacity in which a person acts for purposes of any other statute

or rule to which the person is subject

8-304 Notice to Purchaser of Adverse Claims.

(1) A purchaser (including a broker for the seller or

buyer, but excluding an intermediary bank) of a certificated

security is charged with notice of adverse claims if:

(a) the security, whether in bearer or registered form, has

been indorsed "for collection" or "for surrender" or for some

other purpose not involving transfer; or

(b) the security is in bearer form and has on it an

unambiguous statement that it is the property of a person other

than the transferor. The mere writing of a name on a security is

not such a statement.

(2) A purchaser (including a broker for the seller or

buyer, but excluding an intermediary bank) to whom the transfer,

pledge, or release of an uncertificated security is registered is

charged with notice of adverse claims as to which the issuer has

a duty under Section 8-403(4) at the time of registration and

which are noted in the initial transaction statement sent to the

purchaser or, if his interest is transferred to him other than by

registration of transfer, pledge, or release, the initial

transaction statement sent to the registered owner or the

registered pledgee.

(3) The fact that the purchaser (including a broker for the

seller or buyer) of a certificated or uncertificated security has

notice that the security is held for a third person or is

registered in the name of or indorsed by a fiduciary does not

create a duty of inquiry into the rightfulness of the transfer or

constitute constructive notice of adverse claims. However, if the

purchaser (excluding an intermediary bank) has knowledge that the

proceeds are being used or that the transaction is for the

individual benefit of the fiduciary or otherwise in breach of

duty, the purchaser is charged with notice of adverse claims.

8-305. Staleness as Notice of Adverse Claims.

An act or event that creates a right to immediate

performance of the principal obligation represented by a

certificated security or sets a date on or after which a

certificated security is to be presented or surrendered for

redemption or exchange does not itself constitute any notice of

adverse claims except in the case of a transfer:

(a) after one year from any date set for presentment or

surrender for redemption or exchange; or

(b) after 6 months from any date set for payment of money

against presentation or surrender of the security if funds are

available for payment on that date.

8-306. Warranties on Presentment and Transfer of

Certificated Securities; Warranties of Originators of

Instructions.

(1) A person who presents a certificated security for

registration of transfer or for payment or exchange warrants to

the issuer that he is entitled to the registration, payment, or

exchange. But, a purchaser for value and without notice of

adverse claims who receives a new, reissued, or re-registered

certificated security on registration of transfer or receives an

initial transaction statement confirming the registration of

transfer of an equivalent uncertificated security to him warrants

only that he has no knowledge of any unauthorized signature

(Section 8-311) in a necessary indorsement.

(2) A person by transferring a certificated security to a

purchaser for value warrants only that:

(a) his transfer is effective and rightful;

(b) the security is genuine and has not been materially

altered; and

(c) he knows of no fact which might impair the validity of

the security.

(3) If a certificated security is delivered by an

intermediary known to be entrusted with delivery of the security

on behalf of another or with collection of a draft or other claim

against delivery, the intermediary by delivery warrants only his

own good faith and authority, even though he has purchased or

made advances against the claim to be collected against the

delivery.

(4) A pledgee or other holder for security who redelivers a

certificated security received, or after payment and on order of

the debtor delivers that security to a third person, makes only

the warranties of an intermediary under subsection (3).

(5) A person who originates an instruction warrants to the

issuer that:

(a) he is an appropriate person to originate the

instruction; and

(b) at the time the instruction is presented to the issuer

he will be entitled to the registration of transfer, pledge, or

release.

(6) A person who originates an instruction warrants to any

person specially guaranteeing his signature (subsection 5-312(3))

that:

(a) he is an appropriate person to originate the

instruction; and

(b) at the time the instruction is presented to the issuer

(i) he will be entitled to the registration of transfer, pledge,

or release; and (ii) the transfer, pledge, or release requested

in the instruction will be registered by the issuer free from all

liens, security interests, restrictions, and claims other than

those specified in the instruction.

(7) A person who originates an instruction warrants to a

purchaser for value and to any person guaranteeing the

instruction (Section 8-312(6)) that:

(a) he is an appropriate person to originate the

instruction;

(b) the uncertificated security referred to therein is

valid; and

(c) at the time the instruction is presented to the issuer

(i) the transferor will be entitled to the registration of

transfer, pledge, or release.

(ii) the transfer, pledge, or release requested in the

instruction will be registered by the issuer free from all liens,

security interests, restrictions, and claims other than those

specified in the instruction; and

(iii) the requested transfer, pledge, or release will be

rightful.

(8) If a secured party is the registered pledgee or the

registered owner of an uncertificated security, a person who

originates an instruction of release or transfer to the debtor

or, after payment and on order of the debtor, a transfer

instruction to a third person, warrants to the debtor or the

third person only that he is an appropriate person to originate

the instruction and, at the time the instruction is presented to

the issuer, the transferor will be entitled to the registration

of release or transfer. If a transfer instruction to a third

person who is a purchaser for value is originated on order of the

debtor, the debtor makes to the purchaser the warranties of

paragraphs (b), (c)(ii) and (c)(iii) of subsection (7).

(9) A person who transfers an uncertificated security to a

purchaser for value and does not originate an instruction in

connection with the transfer warrants only that:

(a) his transfer is effective and rightful; and

(b) the uncertificated security is valid.

(10) A broker gives to his customer and to the issuer and a

purchaser the applicable warranties provided in this section and

has the rights and privileges of a purchaser under this section.

The warranties of and in favor of the broker, acting as an agent

are in addition to applicable warranties given by and in favor of

his customer.

8-307. Effect of Delivery Without Indorsement; Right to Compel

Indorsement.

If a certificated security in registered form has been

delivered to a purchaser without a necessary indorsement he may

become a bona fide purchaser only as of the time the indorsement

is supplied; but against the transferor, the transfer is complete

upon delivery and the purchaser has a specifically enforceable

right to have any necessary indorsement supplied.

8-308. Indorsements; Instructions.

(1) An indorsement of a certificated security in registered

form is made when an appropriate person signs on it or on a

separate document an assignment or transfer of the security or a

power to assign or transfer it or his signature is written

without more upon the back of the security.

(2) An indorsement may be in blank or special. An

indorsement in blank includes an indorsement to bearer. A special

indorsement specifies to whom the security is to be transferred,

or who has power to transfer it. A holder may convert a blank

indorsement into a special indorsement.

(3) An indorsement purporting to be only of part of a

certificated security representing units intended by the issuer

to be separately transferable is effective to the extent of the

indorsement.

(4) An "instruction" is an order to the issuer of an

uncertificated security requesting that the transfer, pledge, or

release from pledge of the uncertificated security specified

therein be registered.

(5) An instruction originated by an appropriate person is:

(a) a writing signed by an appropriate person; or

(b) a communication to the issuer in any form agreed upon

in a writing signed by the issuer and an appropriate person.

(c) 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.

(6) "An appropriate person" in subsection (1) means the

person specified by the certificated security or by special

indorsement to be entitled to the security.

(7) "An appropriate person" in subsection (5) means:

(a) for an instruction to transfer or pledge an

uncertificated security which is then not subject to a registered

pledge, the registered owner; or

(b) for an instruction to transfer or release an

uncertificated security which is then subject to a registered

pledge, the registered pledgee.

(8) in addition to the persons designated in subsections

(6) and (7), "an appropriate person" in subsections (1) and (5)

includes:

(a) if the person designated is described as a fiduciary

but is no longer serving in the described capacity, either that

person or his successor

(b) if the persons designated are described as more than

one person as fiduciaries and one or more are no longer serving

in the described capacity, the remaining fiduciary or

fiduciaries, whether or not a successor has been appointed or

qualified;

(c) if the person designated is an individual and is

without capacity to act by virtue of death, incompetence,

infancy, or otherwise, his executor, administrator, guardian, or

like fiduciary;

(d) if the persons designated are described as more than

one person as tenants by the entirety or with right of

survivorship and by reason of death all cannot sign, the survivor

or survivors;

(e) a person having power to sign under applicable law or

controlling instrument; and

(f) to the extent that the person designated or any of the

foregoing persons may act through an agent, his authorized agent.

(9) Unless otherwise agreed, the indorser of a certificated

security by his indorsement or the originator of an instruction

by his origination assumes no obligation that the security will

be honored by the issuer but only the obligations provided in

Section 8-306.

(10) Whether the person signing is appropriate is determined

as of the date of signing and an indorsement made by or an

instruction originated by him does not become unauthorized for

the purposes of this Article by virtue of any subsequent change

of circumstances.

(11) Failure of a fiduciary to comply with a controlling

instrument or with the law of the state having jurisdiction of

the fiduciary relationship, including any law requiring the

fiduciary to obtain court approval of the transfer, pledge, or

release, does not render his indorsement or an instruction

originated by him unauthorized for the purposes of this Article.

8-309. Effect of Indorsement Without Delivery.

An indorsement of a certificated security, whether special

or in blank, does not constitute a transfer until delivery of the

certificated security on which it appears or, if the indorsement

is on a separate document, until delivery of both the document

and the certificated security.

8-310. Indorsement of Certificated Security in Bearer Form.

An indorsement of a certificated security in bearer form may

give notice of adverse claims (Section 8-304) but does not

otherwise affect any right to registration the holder possesses.