| | 6. "Repledges" of Investment Property. The following example | will aid the discussion of "repledges" of investment property. |
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| | Example. Debtor grants Alpha Bank a security interest in a | security entitlement that includes 1000 shares of XYZ Co. stock | that Debtor holds through an account with Able & Co. Alpha does | not have an account with Able. Alpha uses Beta Bank as its | securities custodian. Debtor instructs Able to transfer the | shares to Beta, for the account of Alpha, and Able does so. Beta | then credits Alpha's account. Alpha has control of the security | entitlement for the 1000 shares under Section 8-106(d)[Maine cite | section 8-1106, subsection (4)]. (These are the facts of Example | 2, Section 8-106 [Maine cite section 8-1106], Comment 4.) | Although, as between Debtor and Alpha, Debtor may have become the | beneficial owner of the new securities entitlement with Beta, | Beta has agreed to act on Alpha's entitlement orders because, as | between Beta and Alpha, Alpha has become the entitlement holder. |
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| | Next, Alpha grants Gamma Bank a security interest in the | security entitlement with Beta that includes the 1000 shares of | XYZ Co. stock. In order to afford Gamma control of the | entitlement, Alpha instructs Beta to transfer the stock to | Gamma's custodian, Delta Bank, which credits Gamma's account for | 1000 shares. At this point Gamma holds its securities | entitlement for its benefit as well as that of its debtor, Alpha. | Alpha's derivative rights also are for the benefit of Debtor. |
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| | In many, probably most, situations and at any particular point | in time, it will be impossible for Debtor or Alpha to "trace" | Alpha's "repledge" to any particular securities entitlement or | financial asset of Gamma or anyone else. Debtor would retain, of | course, a right to redeem the collateral from Alpha upon | satisfaction of the secured obligation. However, in the absence | of a traceable interest, Debtor would retain only a personal | claim against Alpha in the event Alpha failed to restore the | security entitlement to Debtor. Moreover, even in the unlikely | event that Debtor could trace a property interest, in the context | of the financial markets, normally the operation of this section, | Debtor's explicit agreement to permit Alpha to create a senior | security interest, or legal rules permitting Gamma to cut off | Debtor's rights or become immune from Debtor's claims would | effectively subordinate Debtor's interest to the holder of a | security interest created by Alpha. And, under the shelter | principle, all subsequent transferees would obtain interests to | which Debtor's interest also would be subordinate. |
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| | 7. Buyers of Chattel Paper and Other Receivables; Consignors. | This section has been revised to reflect the fact |
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