Okla. Stat. tit. 12A § 1-9-314
Okla. Stat. tit. 12A, § 1-9-314
Oklahoma Code Comment
Section 9-314(a) lays out the new rule on perfection by "control": A security interest in investment property, deposit accounts, letter-of-credit rights, or electronic chattel paper may be perfected by control of the collateral under section 9-104, 9-105, 9-106 , or 9-107 .
Section 9-314(b) explains when a security interest is perfected by control and how long a security remains perfected by control. A security interest in deposit accounts, electronic chattel paper, or letter-of-credit rights is perfected by control when then secured party obtains control and remains perfected by control only while the secured party retains control. Section 1-9- 314(c) provides a special rule for investment property. Once a secured party has control, its security interest remains perfected by control until the secured party ceases to have control and the debtor receives possession of collateral that is a certificated security, becomes the registered owner of collateral that is an uncertificated security, or becomes the entitlement holder of collateral that is a security entitlement. The result is particularly important in the "repledge" context. See section 9-207 , Official Comment 5.
Under Article 8, a control agreement is effective if the intermediary (bank) will act on the secured party's instructions. Some debtors were able to negotiate into the control agreement a clause that said that before the bank would honor the secured party's instructions, the secured party would be required to prove the debtor's default. Did this destroy the element of "control" under Article 8? Prior to the revisions there was an argument that it did. However, revised Article 9 clears this up by saying that a control agreement will not lose its effectiveness just because there is a requirement that the secured party must prove a default before the bank is required to honor the instructions of the secured party.