(1) A Security Interest in Investment Property may be perfected by the Secured Party having control of the Collateral.
(2) A Secured Party
has control of a Certificated Security
(A) bearer form, if the Secured Party has possession of the certificate;
(B) in registered form, if the Secured Party
(1) takes delivery of the certificate appropriately endorsed; or
(2) is registered with the issuer as the registered holder.
(3) For the purposes of paragraph (2)(B)(1), a Certificated Security
is appropriately endorsed if it is:
(A) endorsed to the Secured Party or in blank by the Debtor's signature; or
(B) accompanied by a transfer form signed by the Debtor and made out to the Secured Party or in blank.
(4) A Secured Party
has control of an Uncertificated Security
(A) the Uncertificated Security is delivered to the Secured Party; or
(B) the issuer has agreed that it will comply with instructions originated by the purchaser without further consent by the registered owner.
(5) A Secured Party
has control of a Security Entitlement
(A) the Secured Party becomes the Entitlement Holder;
(B) the Securities Intermediary has entered into a written control agreement with the Secured Party or the Secured Party is otherwise entitled to dispose of the Security Entitlement or direct the Securities Intermediary how it should be dealt with; or
(C) another Person has control of the Security Entitlement on behalf of the Secured Party or, having previously acquired control of it, acknowledges that he has control on behalf of the Secured Party.
(6) For the purpose of paragraph (5)(B), a Securities Intermediary enters into a written control agreement with a Secured Party if, with the consent of the Entitlement Holder, it agrees in writing with the Secured Party to comply with the Secured Party's instructions directing the transfer or redemption of the Personal Property in question without further consent from the Entitlement Holder, whether or not the Entitlement Holder retains the right to deal with the Security Entitlement.
(7) A Securities Intermediary is not required to enter into a written control agreement with a Secured Party even if the Debtor directs it to do so. A Securities Intermediary who has entered into a written control agreement must confirm the existence of such agreement to another Person if required to do so by the Entitlement Holder.
(8) If a Security Interest in a Security Entitlement is granted by an Entitlement Holder to the Entitlement Holder'sSecurities Intermediary, the Securities Intermediary has control of the Security Entitlement.
(9) A Secured Party has control of a Commodity Contract if the Secured Party, the Commodity Customer and the Commodity Intermediary have agreed that the Commodity Intermediary will apply any value distributed on account of the Commodity Contract as directed by the Secured Party without further consent by the Commodity Customer.
(10) If a Security Interest in a Commodity Contract is granted by a Commodity Customer to the Commodity Customer's own Commodity Intermediary, the Commodity Intermediary has control of the Commodity Contract.
Securities Account or Commodities Account
(11) A Secured Party has control over a Securities Account or Commodity Account if the Secured Party has control of all Security Entitlements or Commodity Contracts carried in a Securities Account or Commodity Account.
Electronic Chattel Paper
(12) A Secured Party
has control of Electronic Chattel Paper
if the record or records comprising the chattel paper are created, stored and assigned in such a manner that:
(1) a single authoritative copy of the record or records exists which is unique, identifiable and, except as otherwise provided in paragraphs (4), (5), and (6), unalterable;
(2) the authoritative copy identifies the Secured Party as the assignee of the record or records;
(3) the authoritative copy is communicated to and maintained by the Secured Party or its designated custodian;
(4) copies or revisions that add or change an identified assignee of the authoritative copy can be made only with the participation of the Secured Party;
(5) each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; and
(6) any revision of the authoritative copy is readily identifiable as an authorized or unauthorized revision.
Letter of credit rights
(13) A Secured Party has control of a right evidenced by a letter of credit, to the extent of any right to payment or performance of an obligation by the issuer or a nominated person, if the issuer or nominated person has consented to assigning the proceeds of the letter of credit to the Secured Party.
Negotiable instruments not evidenced by a certificate
(14) A Secured Party
has control of a negotiable instrument that is not evidenced by a certificate if:
(A) the instrument is able to be transferred in accordance with the operating rules of a clearing and settlement facility; and
(B) there is an agreement in force under which the Secured Party (or a person who has agreed to act on the instructions of the Secured Party) controls the sending of some or all electronic messages or other electronic communications by which the instrument could be transferred.
(15) For the purposes of paragraph (14), a Secured Party
has control of a negotiable instrument even if the registered owner (who might be the grantor) retains the right:
(A) to make substitutions for the instrument; or
(B) to originate instructions to the issuer; or
(C) to otherwise deal with the instrument.
Duration of perfection by control
(14) A Security Interest
in Investment Property
remains perfected by control from the time the Secured Party
obtains control until the Secured Party
does not have control and, in relation to a Security or a Security Entitlement
only, one of the following occurs:
(A) if the Collateral is a Certificated Security, the Debtor has or acquires possession of the Security Certificate; or
(B) if the Collateral is a Security Entitlement, the Debtor is or becomes the Entitlement Holder.