LD 2245
pg. 106
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LR 1087
Item 1

 
6. "Repledges" of Investment Property. The following example
will aid the discussion of "repledges" of investment property.

 
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.

 
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.

 
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.

 
7. Buyers of Chattel Paper and Other Receivables; Consignors.
This section has been revised to reflect the fact


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