N.Y. U.C.C. 8-506

Section 8--506. Duty of Securities Intermediary to Exercise Rights as\n directed by Entitlement Holder.\n A securities intermediary shall exercise rights with respect to a\nfinancial asset if directed to do so by an entitlement holder. A\nsecurities intermediary satisfies the duty if:\n (1) the securities intermediary acts with respect to the duty as\nagreed upon by the entitlement holder and the securities intermediary;\nor\n (2) in the absence of agreement, the securities intermediary either\nplaces the entitlement holder in a position to exercise the rights\ndirectly or exercises due care in accordance with reasonable commercial\nstandards to follow the direction of the entitlement holder.\n