(1)  The  liability  of  any  party is discharged to the extent of his
payment or satisfaction to the  holder  even  though  it  is  made  with
knowledge of a claim of another person to the instrument unless prior to
such payment or satisfaction the person making the claim either supplies
indemnity  deemed adequate by the party seeking the discharge or enjoins
payment or satisfaction by order of a court of competent jurisdiction in
an action in which the adverse claimant and the holder are parties. This
subsection does not, however, result in the discharge of the liability
       (a) of a party who in bad faith pays or satisfies  a  holder  who
           acquired  the  instrument  by theft or who (unless having the
           rights of a holder in due course) holds through  one  who  so
           acquired it; or
       (b) of  a  party (other than an intermediary bank or a payor bank
           which is not a depositary bank) who  pays  or  satisfies  the
           holder of an instrument which has been restrictively indorsed
           in a manner not consistent with the terms of such restrictive
           indorsement.
  (2) Payment or satisfaction may be made with the consent of the holder
by  any  person including a stranger to the instrument. Surrender of the
instrument to such a  person  gives  him  the  rights  of  a  transferee
(Section 3--201).