(a) Except as provided in this section, for the purposes of Section 3.104(a), a promise or order is unconditional unless it states (i) an express condition to
payment, (ii) that the promise or order is subject to or governed by another record,
or (iii) that rights or obligations with respect to the promise or order are stated
in another record. A reference to another record does not of itself make the promise or order conditional.
(b) A promise or order is not made conditional (i) by a reference to another record
for a statement of rights with respect to collateral, prepayment, or acceleration,
or (ii) because payment is limited to resort to a particular fund or source.
(c) If a promise or order requires, as a condition to payment, a countersignature
by a person whose specimen signature appears on the promise or order, the condition
does not make the promise or order conditional for the purposes of Section 3.104(a). If the person whose specimen signature appears on an instrument fails to countersign
the instrument, the failure to countersign is a defense to the obligation of the issuer,
but the failure does not prevent a transferee of the instrument from becoming a holder
of the instrument.
(d) If a promise or order at the time it is issued or first comes into possession
of a holder contains a statement, required by applicable statutory or administrative
law, to the effect that the rights of a holder or transferee are subject to claims
or defenses that the issuer could assert against the original payee, the promise or
order is not thereby made conditional for the purposes of Section 3.104(a); but if the promise or order is an instrument, there cannot be a holder in due course
of the instrument.
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