N.Y. Uniform Commercial Code Law § 8-109: Warranties in Indirect Holding

Section 8--109. Warranties in Indirect Holding.

(a) A person who originates an entitlement order to a securities

intermediary warrants to the securities intermediary that:

(1) the entitlement order is made by an appropriate person, or if

the entitlement order is by an agent, the agent has actual

authority to act on behalf of the appropriate person; and

(2) there is no adverse claim to the security entitlement.

(b) A person who delivers a security certificate to a securities

intermediary for credit to a securities account or originates an

instruction with respect to an uncertificated security directing that

the uncertificated security be credited to a securities account makes to

the securities intermediary the warranties specified in Section 8-108(a)

or (b).

(c) If a securities intermediary delivers a security certificate to

its entitlement holder or causes its entitlement holder to be registered

as the owner of an uncertificated security, the securities intermediary

makes to the entitlement holder the warranties specified in Section

8--108(a) or (b).