N.Y. U.C.C. 8-208

Section 8--208. Effect of Signature of Authenticating Trustee,\n Registrar, or Transfer Agent.\n (a) A person signing a security certificate as authenticating trustee,\nregistrar, transfer agent, or the like, warrants to a purchaser for\nvalue of the certificated security, if the purchaser is without notice\nof a particular defect, that:\n (1) the certificate is genuine;\n (2) the person's own participation in the issue of the security\n is within the person's capacity and within the scope of the\n authority received by the person from the issuer; and\n (3) the person has reasonable grounds to believe that the\n certificated security is in the form and within the amount\n the issuer is authorized to issue.\n (b) Unless otherwise agreed, a person signing under subsection (a)\ndoes not assume responsibility for the validity of the security in other\nrespects.\n