                                 CODE OF VIRGINIA

EFFECT OF SIGNATURE OF AUTHENTICATING TRUSTEE, REGISTRAR OR TRANSFER AGENT (§
8.8A-208)

a. A person signing a security certificate as authenticating trustee, registrar,
transfer agent, or the like, warrants to a purchaser for value of the
certificated security, if the purchaser is without notice of a particular
defect, that:

   1. the certificate is genuine;

   2. the person&#8217;s own participation in the issue of the security is within
   the person&#8217;s capacity and within the scope of the authority received by
   the person from the issuer; and

   3. the person has reasonable grounds to believe that the certificated security
   is in the form and within the amount the issuer is authorized to issue.

b. Unless otherwise agreed, a person signing under subsection (a) does not
assume responsibility for the validity of the security in other respects.

HISTORY: 1996, c. 216.