N.Y. Uniform Commercial Code Law § 8-106: Control

Section 8--106. Control.

(a) A purchaser has "control" of a certificated security in bearer

form if the certificated security is delivered to the purchaser.

(b) A purchaser has "control" of a certificated security in registered

form if the certificated security is delivered to the purchaser, and:

(1) the certificate is indorsed to the purchaser or in blank by

an effective indorsement; or

(2) the certificate is registered in the name of the purchaser,

upon original issue or registration of transfer by the

issuer.

(c) A purchaser has "control" of an uncertificated security if:

(1) the uncertificated security is delivered to the purchaser; or

(2) the issuer has agreed that it will comply with instructions

originated by the purchaser without further consent by the

registered owner.

(d) A purchaser has "control" of a security entitlement if:

(1) the purchaser becomes the entitlement holder;

(2) the securities intermediary has agreed that it will comply

with entitlement orders originated by the purchaser without

further consent by the entitlement holder; or

(3) another person, other than the transferor to the purchaser of

an interest in the security entitlement:

(A) has control of the security entitlement and acknowledges that

it has control on behalf of the purchaser; or

(B) obtains control of the security entitlement after having

acknowledged that it will obtain control of the security

entitlement on behalf of the purchaser.

(e) If an interest in a security entitlement is granted by the

entitlement holder to the entitlement holder's own securities

intermediary, the securities intermediary has control.

(f) A purchaser who has satisfied the requirements of subsection (c)

or (d) has control even if the registered owner in the case of

subsection (c) or the entitlement holder in the case of subsection (d)

retains the right to make substitutions for the uncertificated security

or security entitlement, to originate instructions or entitlement orders

to the issuer or securities intermediary, or otherwise to deal with the

uncertificated security or security entitlement.

(g) An issuer or a securities intermediary may not enter into an

agreement of the kind described in subsection (c)(2) or (d)(2) without

the consent of the registered owner or entitlement holder, but an issuer

or a securities intermediary is not required to enter into such an

agreement even though the registered owner or entitlement holder so

directs. An issuer or securities intermediary that has entered into such

an agreement is not required to confirm the existence of the agreement

to another party unless requested to do so by the registered owner or

entitlement holder.

(h) Under subsection (c)(2) or (d)(2), authentication of a record does

not impose upon the issuer or securities intermediary any duty not

expressly agreed to by the issuer or securities intermediary in the

record.

(i) A purchaser has "control" under subsection (c)(2) or (d)(2) even

if any duty of the issuer or the securities intermediary to comply with

instructions or entitlement orders originated by the purchaser is

subject to any condition or conditions (other than further consent by

the registered owner or the entitlement holder).

(j) A person that has control under this section is not required to

acknowledge that it has control on behalf of a purchaser.

(k) If a person acknowledges that it has or will obtain control on

behalf of a purchaser, unless the person otherwise agrees or law other

than this article or Article 9 otherwise provides, the person does not

owe any duty to the purchaser and is not required to confirm the

acknowledgment to any other person.