| 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 |