N.Y. U.C.C. 8-509

Section 8--509. Specification of Duties of Securities Intermediary by\n Other Statute or Regulation; Manner of Performance of\n Duties of Securities Intermediary and Exercise of\n Rights of Entitlement Holder.\n (a) If the substance of a duty imposed upon a securities intermediary\nby Sections 8--504 through 8--508 is the subject of other statute,\nregulation, or rule, compliance with that statute, regulation, or rule\nsatisfies the duty.\n (b) To the extent that specific standards for the performance of the\nduties of a securities intermediary or the exercise of the rights of an\nentitlement holder are not specified by other statute, regulation, or\nrule or by agreement between the securities intermediary and entitlement\nholder, the securities intermediary shall perform its duties and the\nentitlement holder shall exercise its rights in a commercially\nreasonable manner.\n (c) The obligation of a securities intermediary to perform the duties\nimposed by Sections 8--504 through 8--508 is subject to:\n (1) rights of the securities intermediary arising out of a\n security interest under a security agreement with the\n entitlement holder or otherwise; and\n (2) rights of the securities intermediary under other law,\n regulation, rule, or agreement to withhold performance of its\n duties as a result of unfulfilled obligations of the\n entitlement holder to the securities intermediary.\n (d) Sections 8--504 through 8--508 do not require a securities\nintermediary to take any action that is prohibited by other statute,\nregulation, or rule.\n