N.Y. U.C.C. 8-109

Section 8--109. Warranties in Indirect Holding.\n (a) A person who originates an entitlement order to a securities\nintermediary warrants to the securities intermediary that:\n (1) the entitlement order is made by an appropriate person, or if\n the entitlement order is by an agent, the agent has actual\n authority to act on behalf of the appropriate person; and\n (2) there is no adverse claim to the security entitlement.\n (b) A person who delivers a security certificate to a securities\nintermediary for credit to a securities account or originates an\ninstruction with respect to an uncertificated security directing that\nthe uncertificated security be credited to a securities account makes to\nthe securities intermediary the warranties specified in Section 8-108(a)\nor (b).\n (c) If a securities intermediary delivers a security certificate to\nits entitlement holder or causes its entitlement holder to be registered\nas the owner of an uncertificated security, the securities intermediary\nmakes to the entitlement holder the warranties specified in Section\n8--108(a) or (b).\n