N.Y. Uniform Commercial Code Law § 8-503: Property Interest of Entitlement Holder in Financial Asset held by Securities Intermediary

Section 8--503. Property Interest of Entitlement Holder in Financial

Asset held by Securities Intermediary.

(a) To the extent necessary for a securities intermediary to satisfy

all security entitlements with respect to a particular financial asset,

all interests in that financial asset held by the securities

intermediary are held by the securities intermediary for the entitlement

holders, are not property of the securities intermediary, and are not

subject to claims of creditors of the securities intermediary, except as

otherwise provided in Section 8--511.

(b) An entitlement holder's property interest with respect to a

particular financial asset under subsection (a) is a pro rata property

interest in all interests in that financial asset held by the securities

intermediary, without regard to the time the entitlement holder acquired

the security entitlement or the time the securities intermediary

acquired the interest in that financial asset.

(c) An entitlement holder's property interest with respect to a

particular financial asset under subsection (a) may be enforced against

the securities intermediary only by exercise of the entitlement holder's

rights under Sections 8--505 through 8--508.

(d) An entitlement holder's property interest with respect to a

particular financial asset under subsection (a) may be enforced against

a purchaser of the financial asset or interest therein only if:

(1) insolvency proceedings have been initiated by or against the

securities intermediary;

(2) the securities intermediary does not have sufficient

interests in the financial asset to satisfy the security

entitlements of all of its entitlement holders to that

financial asset;

(3) the securities intermediary violated its obligations under

Section 8--504 by transferring the financial asset or

interest therein to the purchaser; and

(4) the purchaser is not protected under subsection (e). The

trustee or other liquidator, acting on behalf of all

entitlement holders having security entitlements with respect

to a particular financial asset, may recover the financial

asset, or interest therein, from the purchaser. If the

trustee or other liquidator elects not to pursue that right,

an entitlement holder whose security entitlement remains

unsatisfied has the right to recover its interest in the

financial asset from the purchaser.

(e) An action based on the entitlement holder's property interest with

respect to a particular financial asset under subsection (a), whether

framed in conversion, replevin, constructive trust, equitable lien, or

other theory, may not be asserted against any purchaser of a financial

asset or interest therein who gives value, obtains control, and does not

act in collusion with the securities intermediary in violating the

securities intermediary's obligations under Section 8--504.