                                 CODE OF VIRGINIA

SPECIFICATION OF DUTIES OF SECURITIES INTERMEDIARY BY OTHER STATUTE OR
REGULATION; MANNER OF PERFORMANCE OF DUTIES OF SECURITIES INTERMEDIARY AND
EXERCISE OF RIGHTS OF ENTITLEMENT HOLDER (§ 8.8A-509)

a. If the substance of a duty imposed upon a securities intermediary by
&#xA7;&#xA7; 8.8A-504 through 8.8A-508 is the subject of other statute,
regulation, or rule, compliance with that statute, regulation, or rule satisfies
the duty.

b. To the extent that specific standards for the performance of the duties of a
securities intermediary or the exercise of the rights of an entitlement holder
are not specified by other statute, regulation, or rule or by agreement between
the securities intermediary and entitlement holder, the securities intermediary
shall perform its duties and the entitlement holder shall exercise its rights in
a commercially reasonable manner.

c. The obligation of a securities intermediary to perform the duties imposed by
§§ 8.8A-504 through 8.8A-508 is subject to:

   1. rights of the securities intermediary arising out of a security interest
   under a security agreement with the entitlement holder or otherwise; and

   2. rights of the securities intermediary under other law, regulation, rule, or
   agreement to withhold performance of its duties as a result of unfulfilled
   obligations of the entitlement holder to the securities intermediary.

d. Sections 8.8A-504 through 8.8A-508 do not require a securities intermediary
to take any action that is prohibited by other statute, regulation, or rule.

HISTORY: 1996, c. 216.