1. A securities intermediary shall comply with an entitlement order if the entitlement order is originated by the appropriate person, the securities intermediary has had reasonable opportunity to assure itself that the entitlement order is genuine and authorized, and the securities intermediary has had reasonable opportunity to comply with the entitlement order. A securities intermediary satisfies the duty if: a. The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or b. In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to comply with the entitlement order. 2. If a securities intermediary transfers a financial asset pursuant to an ineffective entitlement order, the securities intermediary shall re-establish a security entitlement in favor of the person entitled to it, and pay or credit any payments or distributions that the person did not receive as a result of the wrongful transfer. If the securities intermediary does not re-establish a security entitlement, the securities intermediary is liable to the entitlement holder for damages.
41-08-48. (8-508) Duty of securities intermediary to change entitlement holder's position to other form of security holding. A securities intermediary shall act at the direction of an entitlement holder to change a security entitlement into another available form of holding for which the entitlement holder is eligible, or to cause the financial asset to be transferred to a securities account of the entitlement holder with another securities intermediary. A securities intermediary satisfies the duty if: 1. The securities intermediary acts as agreed upon by the entitlement holder and the securities intermediary; or 2. In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder.
41-08-49. (8-509) Specification of duties of securities intermediary by other statute or regulation - Manner of performance of duties of securities intermediary and exercise of rights of entitlement holder. 1. If the substance of a duty imposed upon a securities intermediary by sections 41-08-44 through 41-08-48 is the subject of other statute, regulation, or rule, compliance with that statute, regulation, or rule satisfies the duty. 2. To the extent that specific standards for the performance of the duties of a securities intermediary or the exercise of the rights of an entitlement holder are not specified by other statute, regulation, or rule or by agreement between the securities intermediary and entitlement holder, the securities intermediary shall perform its duties and the entitlement holder shall exercise its rights in a commercially reasonable manner. 3. The obligation of a securities intermediary to perform the duties imposed by sections 41-08-44 through 41-08-48 is subject to: a. Rights of the securities intermediary arising out of a security interest under a security agreement with the entitlement holder or otherwise; and b. Rights of the securities intermediary under other law, regulation, rule, or agreement to withhold performance of its duties as a result of unfulfilled obligations of the entitlement holder to the securities intermediary. 4. Sections 41-08-44 through 41-08-48 do not require a securities intermediary to take any action that is prohibited by other statute, regulation, or rule.