                                 CODE OF VIRGINIA

CHOICE OF LAW AND FORUM (§ 8.5A-116)

a. The liability of an issuer, nominated person, or adviser for action or
omission is governed by the law of the jurisdiction chosen by an agreement in
the form of a record signed by the affected parties or by a provision in the
person&#8217;s letter of credit, confirmation, or other undertaking. The
jurisdiction whose law is chosen need not bear any relation to the transaction.

b. Unless subsection (a) applies, the liability of an issuer, nominated person,
or adviser for action or omission is governed by the law of the jurisdiction in
which the person is located. The person is considered to be located at the
address indicated in the person&#8217;s undertaking. If more than one address is
indicated, the person is considered to be located at the address from which the
person&#8217;s undertaking was issued.

c. For the purpose of jurisdiction, choice of law, and recognition of
interbranch letters of credit, but not enforcement of a judgment, all branches
of a bank are considered separate juridical entities and a bank is considered to
be located at the place where its relevant branch is considered to be located
under subsection (d).

d. A branch of a bank is considered to be located at the address indicated in
the branch&#8217;s undertaking. If more than one address is indicated, the
branch is considered to be located at the address from which the undertaking was
issued.

e. Except as otherwise provided in this subsection, the liability of an issuer,
nominated person, or adviser is governed by any rules of custom or practice,
such as the Uniform Customs and Practice for Documentary Credits, to which the
letter of credit, confirmation, or other undertaking is expressly made subject.
If (i) this title would govern the liability of an issuer, nominated person, or
adviser under subsection (a) or (b), (ii) the relevant undertaking incorporates
rules of custom or practice, and (iii) there is conflict between this title and
those rules as applied to that undertaking, those rules govern except to the
extent of any conflict with the nonvariable provisions specified in &#xA7;
8.5A-103(c).

f. If there is conflict between this title and Titles 8.3A, 8.4, 8.4A, or 8.9A,
this title governs.

g. The forum for settling disputes arising out of an undertaking within this
title may be chosen in the manner and with the binding effect that governing law
may be chosen in accordance with subsection (a).

HISTORY: 1997, c. 343; 2024, c. 652.