§490:3-106  Unconditional promise or order. 
(a)  Except as provided in this section, for the purposes of section
490:3-104(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 writing, or (iii) that rights or obligations with respect
to the promise or order are stated in another writing.  A reference to another
writing 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 writing 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 490:3-104(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 490:3-104(a); but if the
promise or order is an instrument, there cannot be a holder in due course of
the instrument. [L 1991, c 118, pt of §1]