                                 CODE OF VIRGINIA

WARRANTIES IN INDIRECT HOLDING (§ 8.8A-109)

a. A person who originates an entitlement order to a securities intermediary
warrants to the securities intermediary that:

   1. the entitlement order is made by an appropriate person, or if the
   entitlement order is by an agent, the agent has actual authority to act on
   behalf of the appropriate person; and

   2. there is no adverse claim to the security entitlement.

b. A person who delivers a security certificate to a securities intermediary for
credit to a securities account or originates an instruction with respect to an
uncertificated security directing that the uncertificated security be credited
to a securities account makes to the securities intermediary the warranties
specified in &#xA7; 8.8A-108 (a) or (b).

c. If a securities intermediary delivers a security certificate to its
entitlement holder or causes its entitlement holder to be registered as the
owner of an uncertificated security, the securities intermediary makes to the
entitlement holder the warranties specified in &#xA7; 8.8A-108 (a) or (b).

HISTORY: 1996, c. 216.