---
kind: "section"
citation: "31 C.F.R. § 354.2"
title: "31"
number: "354.2"
heading: "Law governing rights and obligations of Federal Reserve Banks, and Sallie Mae; rights of any Person against Federal Reserve Banks and Sallie Mae."
url: "https://uscodex.org/cfr/31/354.2"
---

# §354.2. Law governing rights and obligations of Federal Reserve Banks, and Sallie Mae; rights of any Person against Federal Reserve Banks and Sallie Mae.

- (a) Except as provided in [paragraph (b)](#b) of this section, the following are governed solely by the book-entry regulations contained in this part 354, the Securities Documentation (to the extent not inconsistent with these regulations) and Federal Reserve Bank Operating Circulars:
  - (1) **The rights and obligations of Sallie Mae and the Federal Reserve Banks with respect to—**
    - (i) A Book-entry Sallie Mae Security or Security Entitlement; and
    - (ii) The operation of the Book-entry System as it applies to Sallie Mae Securities; and
  - (2) The rights of any Person, including a Participant, against Sallie Mae and the Federal Reserve Banks with respect to:
    - (i) A Book-entry Sallie Mae Security or Security Entitlement; and
    - (ii) The operation of the Book-entry System as it applies to Sallie Mae Securities.
- (b) A security interest in a Security Entitlement that is in favor of a Federal Reserve Bank from a Participant and that is not recorded on the books of a Federal Reserve Bank pursuant to [§ 354.4(c)(1)](/cfr/31/354.4.md?p=c-1), is governed by the law (not including the conflict-of-law rules) of the jurisdiction where the head office of the Federal Reserve Bank maintaining the Participant's Securities Account is located. A security interest in a Security Entitlement that is in favor of a Federal Reserve Bank from a Person that is not a Participant, and that is not recorded on the books of a Federal Reserve Bank pursuant to [§ 354.14(c)(1)](/cfr/31/354.14.md?p=c-1), is governed by the law determined in the manner specified in [§ 354.3](/cfr/31/354.3.md).
- (c) If the jurisdiction specified in the first sentence of [paragraph (b)](#b) of this section is a State that has not adopted Revised Article 8 (incorporated by reference, see [§ 354.1](/cfr/31/354.1.md)), then the law specified in [paragraph (b)](#b) shall be the law of that State as though Revised Article 8 had been adopted by that State.

## Notes

### Authority

Authority: 12 U.S.C. 391; 20 U.S.C. 1087-2(m).

### Source

Source: 62 FR 622, Jan. 6, 1997, unless otherwise noted.