47-8106

47-8106. 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, paragraph 2 or subsection D, paragraph 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.