(1) An In a case not covered by the priority rules in Article 9-A or the rules stated in subsection (3), an action based on an adverse claim to a financial asset or security entitlement, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may not be asserted against a person who purchases a security entitlement or an interest in a security entitlement from an entitlement holder if the purchaser gives value, does not have notice of the adverse claim and obtains control.

(3) In a case not covered by the priority rules in Article 9 9-A, a purchaser for value of a security entitlement or an interest in a security entitlement who obtains control has priority over a purchaser of a security entitlement or an interest in a security entitlement who does not obtain control. Purchasers Except as otherwise provided in subsection (4), purchasers who have control rank equally, except that a securities intermediary as purchaser has priority over a conflicting purchaser who has control unless otherwise agreed by the securities intermediary. according to priority in time of:

(a)__The purchaser's becoming the person for whom the securities account, in which the security entitlement is carried, is maintained, if the purchaser obtained control under section 8-1106, subsection (4), paragraph (a);

(b)__The securities intermediary's agreement to comply with the purchaser's entitlement orders with respect to security entitlements carried or to be carried in the securities account in which the security entitlement is carried, if the purchaser obtained control under section 8-1106, subsection (4), paragraph (b); or

(c)__If the purchaser obtained control through another person under section 8-1106, subsection (4), paragraph (c), the time on which priority would be based under this subsection if the other person were the secured party.

(4)__A securities intermediary as purchaser has priority over a conflicting purchaser who has control unless otherwise agreed by the securities intermediary.

Official Comment

4. Subsection (c) specifies a priority rule for cases where an entitlement holder transfers conflicting interests in the same security entitlement to different purchasers. It follows the