Section 8--106. Control.

(a) A purchaser has "control" of a certificated security in bearer
form if the certificated security is delivered to the purchaser.

(b) A purchaser has "control" of a certificated security in registered
form if the certificated security is delivered to the purchaser, and:

(1) the certificate is indorsed to the purchaser or in blank by

an effective indorsement; or

(2) the certificate is registered in the name of the purchaser,

upon original issue or registration of transfer by the

issuer.

(c) A purchaser has "control" of an uncertificated security if:

(1) the uncertificated security is delivered to the purchaser; or

(2) the issuer has agreed that it will comply with instructions

originated by the purchaser without further consent by the

registered owner.

(d) A purchaser has "control" of a security entitlement if:

(1) the purchaser becomes the entitlement holder;

(2) the securities intermediary has agreed that it will comply

with entitlement orders originated by the purchaser without

further consent by the entitlement holder; or

(3) another person has control of the security entitlement on

behalf of the purchaser or, having previously acquired

control of the security entitlement, acknowledges that it has

control on behalf of the purchaser.

(e) If an interest in a security entitlement is granted by the
entitlement holder to the entitlement holder's own securities
intermediary, the securities intermediary has control.

(f) A purchaser who has satisfied the requirements of subsection (c)
or (d) has control even if the registered owner in the case of
subsection (c) or the entitlement holder in the case of subsection (d)
retains the right to make substitutions for the uncertificated security
or security entitlement, to originate instructions or entitlement orders
to the issuer or securities intermediary, or otherwise to deal with the
uncertificated security or security entitlement.

(g) An issuer or a securities intermediary may not enter into an
agreement of the kind described in subsection (c)(2) or (d)(2) without
the consent of the registered owner or entitlement holder, but an issuer
or a securities intermediary is not required to enter into such an
agreement even though the registered owner or entitlement holder so
directs. An issuer or securities intermediary that has entered into such
an agreement is not required to confirm the existence of the agreement
to another party unless requested to do so by the registered owner or
entitlement holder.

(h) Under subsection (c)(2) or (d)(2), authentication of a record does
not impose upon the issuer or securities intermediary any duty not
expressly agreed to by the issuer or securities intermediary in the
record.

(i) A purchaser has "control" under subsection (c)(2) or (d)(2) even
if any duty of the issuer or the securities intermediary to comply with
instructions or entitlement orders originated by the purchaser is
subject to any condition or conditions (other than further consent by
the registered owner or the entitlement holder).