| Example 3: A customer residing in New Jersey maintains a |
| securities account with Able & Co. The agreement between the |
| customer and Able specifies that it is governed by Pennsylvania |
| law. Through the account, the customer holds securities of a |
| Massachusetts corporation, which Able holds through a clearing |
| corporation located in New York. The customer borrows from SP-1, |
| and SP-1 files a financing statement in New Jersey. Later, the |
| customer obtains a loan from SP-2. SP-2 takes a security |
| interest and perfects by obtaining an agreement among the debtor, |
| itself, and Able, which satisfies the requirement of Section 8- |
| 106(d)(2) to give the SP-2 control. Subsection (c) [Maine cite |
| subsection (3)] provides that perfection of SP-1's security |
| interest by filing is governed by the location of the debtor, so |
| the filing in New Jersey was appropriate. Subsection (a)(3) |
| [Maine cite subsection (1), paragraph (c)], however, provides |
| that Pennsylvania law--the law of the securities intermediary's |
| jurisdiction--governs all other questions of perfection and |
| priority. Thus, Pennsylvania law governs perfection of SP-2's |