Common use of Broker-Dealer Subsidiaries Clause in Contracts

Broker-Dealer Subsidiaries. (i) Each domestic Broker-Dealer Subsidiary is a broker-dealer, FCM or IB subject to the provisions of Regulation T of the FRB. Each domestic Broker-Dealer Subsidiary that extends purpose credit to customers (as those terms are defined in Regulation T) maintains procedures and internal controls reasonably designed to ensure that such Broker-Dealer Subsidiary does not extend or maintain purpose credit to or for its customers other than in accordance with the provisions of Regulation T, and designated employees of each domestic Broker-Dealer Subsidiary regularly supervise its activities and the activities of members and employees of such Broker-Dealer Subsidiary to ensure that such Broker-Dealer Subsidiary does not extend purpose credit to or for its customers other than in accordance with the provisions of Regulation T, except for failures to comply with Regulation T in connection with transactions which are not material either in number or amount. (ii) Each Broker-Dealer Subsidiary (A) is a member in good standing of FINRA, the NFA and/or the equivalent foreign self-regulatory body, (B)(1) if a Domestic Subsidiary, (x) is duly registered as a broker-dealer with the SEC and/or duly registered as an FCM or IB with the CFTC and (y) is duly registered in each state where the conduct of its business requires such registration, except with respect to this clause (y), to the extent such failure to be registered, individually or in the aggregate, could not reasonably be expected to have a material impact on the business of the Borrower and its Subsidiaries (taken as a whole) and (2) if a Foreign Subsidiary, is duly registered as the equivalent of a broker-dealer, FCM or IB with the equivalent foreign regulatory body, in each case where the conduct of its business requires such registration. (iii) To the knowledge of the Loan Parties, no Broker-Dealer Subsidiary or its “associated persons” (as defined in the Securities Exchange Act) is currently ineligible or disqualified pursuant to Section 15, Section 15B or Section 15C of the Securities Exchange Act to serve as a broker or dealer or “associated person” of a broker or dealer except as would not reasonably be expected to have a Material Adverse Effect. (iv) The Loan Parties have delivered or made available to the Lender a true and correct copy of the currently effective Broker-Dealer Form BD and any amendments thereto filed with the SEC and FINRA by each Broker-Dealer Subsidiary. The information contained in such forms and reports, was, at the time of filing, complete and accurate in all material respects. Each Broker-Dealer Subsidiary has made available to the Lender a true, correct and complete copy of such entity’s currently effective FINRA Membership Agreement. Each Broker-Dealer Subsidiary has not exceeded in any material way with respect to its business, the business activities enumerated in its FINRA Membership Agreement or any other applicable restriction agreement or other limitations imposed in connection with its FINRA or state registrations or licenses with any other self-regulatory organization or Governmental Authority. (v) To the knowledge of the Loan Parties, no Broker-Dealer Subsidiary has received a notice from the SEC, FINRA, any self-regulatory organization or any other Government Authority of any alleged rule violation or other circumstance which could reasonably be expected to have a Material Adverse Effect. (vi) No Broker-Dealer Subsidiary is in arrears with respect to any assessment made upon it by the SIPC except as would not reasonably be expected to result in a Material Adverse Effect. (vii) FINRA has been designated as the Designated Examining Authorities for the Broker-Dealer Subsidiaries and is the Broker-Dealer Subsidiaries’ Designated Self-Regulatory Organization.

Broker-Dealer Subsidiaries. Fidelity & Guaranty Securities, LLC is the only subsidiary of the Company that is engaged in the business of acting as a broker-dealer (i) Each domestic the “Broker-Dealer Subsidiary”). The Broker-Dealer Subsidiary is a broker-dealer, FCM or IB subject to the provisions of Regulation T of the FRB. Each domestic Broker-Dealer Subsidiary that extends purpose credit to customers (as those terms are defined in Regulation T) maintains procedures and internal controls reasonably designed to ensure that such Broker-Dealer Subsidiary does not extend or maintain purpose credit to or for its customers other than in accordance with the provisions of Regulation T, and designated employees of each domestic Broker-Dealer Subsidiary regularly supervise its activities and the activities of members and employees of such Broker-Dealer Subsidiary to ensure that such Broker-Dealer Subsidiary does not extend purpose credit to or for its customers other than in accordance with the provisions of Regulation T, except for failures to comply with Regulation T in connection with transactions which are not material either in number or amount. (ii) Each Broker-Dealer Subsidiary (A) is a member in good standing of FINRA, the NFA and/or the equivalent foreign self-regulatory body, (B)(1) if a Domestic Subsidiary, (x) is duly registered as a broker-dealer with under the SEC and/or duly registered as an FCM or IB with the CFTC Exchange Act, and (y) is duly registered in each state all jurisdictions where the conduct of its business requires such registration, licensing or qualification is so required, except with respect to this clause (y), to where the extent such failure to be so registered, licensed or qualified would not, individually or in the aggregate, could not be reasonably be expected likely to have a material impact on the business Material Adverse Effect. No subsidiary of the Borrower and its Subsidiaries (taken Company other than the Broker-Dealer Subsidiary is required to be registered or licensed as a whole) and (2) if a Foreign Subsidiary, is duly registered as the equivalent of a broker-dealerdealer under the Exchange Act or any other applicable law, FCM rule or IB with the equivalent foreign regulatory bodyregulation, in each case except where the failure to be so registered or licensed would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. The Broker-Dealer Subsidiary is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), and such other organizations in which its membership is required in order to conduct of its business requires as now conducted, except as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. The information contained in the Form BD filed by the Broker-Dealer Subsidiary was true and complete in all material respects at the time of filing and such registration. Broker-Dealer Subsidiary has made all amendments to such form as it is required to make under any applicable law, except as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. Neither the Broker-Dealer Subsidiary nor any “associated person” (iiiwithin the meaning of the Exchange Act) To thereof is ineligible or disqualified pursuant to Section 15(b) of the Exchange Act to act as a broker-dealer or as an associated person of a registered broker-dealer. There is no action pending or, to the knowledge of the Loan PartiesCompany, no threatened or contemplated, that would be reasonably likely to result in the Broker-Dealer Subsidiary or its any “associated personsperson” (as defined in the Securities Exchange Act) is currently ineligible or disqualified pursuant to Section 15, Section 15B or Section 15C of the Securities Exchange Act or FINRA rules) thereof becoming ineligible to serve as a broker or dealer or “associated person” of a broker or dealer except as would not reasonably be expected to have a Material Adverse Effect. (iv) The Loan Parties have delivered or made available to the Lender a true and correct copy of the currently effective Broker-Dealer Form BD and any amendments thereto filed with the SEC and FINRA by each Broker-Dealer Subsidiary. The information contained act in such forms and reports, was, at the time of filing, complete and accurate in all material respects. Each Broker-Dealer Subsidiary has made available to the Lender a true, correct and complete copy of such entity’s currently effective FINRA Membership Agreement. Each Broker-Dealer Subsidiary has not exceeded in any material way with respect to its business, the business activities enumerated in its FINRA Membership Agreement or any other applicable restriction agreement or other limitations imposed in connection with its FINRA or state registrations or licenses with any other self-regulatory organization or Governmental Authoritycapacity. (v) To the knowledge of the Loan Parties, no Broker-Dealer Subsidiary has received a notice from the SEC, FINRA, any self-regulatory organization or any other Government Authority of any alleged rule violation or other circumstance which could reasonably be expected to have a Material Adverse Effect. (vi) No Broker-Dealer Subsidiary is in arrears with respect to any assessment made upon it by the SIPC except as would not reasonably be expected to result in a Material Adverse Effect. (vii) FINRA has been designated as the Designated Examining Authorities for the Broker-Dealer Subsidiaries and is the Broker-Dealer Subsidiaries’ Designated Self-Regulatory Organization.

Broker-Dealer Subsidiaries. (a) First Horizon has certain Subsidiaries that are registered, licensed or qualified, or are required to be registered, licensed or qualified, as a broker-dealer in accordance with any regulatory or legal requirement applicable to such First Horizon Subsidiary (each, a “First Horizon Broker-Dealer Subsidiary”). Except as would not reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect on First Horizon: (i) Each domestic each First Horizon Broker-Dealer Subsidiary is a broker-dealer, FCM or IB subject to the provisions of Regulation T of the FRB. Each domestic Broker-Dealer Subsidiary that extends purpose credit to customers (as those terms are defined in Regulation T) maintains procedures and internal controls reasonably designed to ensure that such Broker-Dealer Subsidiary does not extend or maintain purpose credit to or for its customers other than in accordance with the provisions of Regulation T, and designated employees of each domestic Broker-Dealer Subsidiary regularly supervise its activities and the activities of members and employees of such Broker-Dealer Subsidiary to ensure that such Broker-Dealer Subsidiary does not extend purpose credit to or for its customers other than in accordance with the provisions of Regulation T, except for failures to comply with Regulation T in connection with transactions which are not material either in number or amount. (ii) Each Broker-Dealer Subsidiary (A) is a member in good standing of FINRA, the NFA and/or the equivalent foreign self-regulatory body, (B)(1) if a Domestic Subsidiary, (x) is duly registered under the Exchange Act as a broker-dealer with the SEC and/or duly registered as an FCM or IB and is in compliance with the CFTC applicable provisions of the Exchange Act, including the net capital requirements and customer protection requirements thereof; (yii) each First Horizon Broker-Dealer Subsidiary is a member in good standing with FINRA and any other applicable SRO and in compliance with all applicable rules and regulations of FINRA and any such SRO of which it is a member or which otherwise has authority over it; (iii) each First Horizon Broker-Dealer Subsidiary (and each registered representative thereof) is duly registered, licensed or qualified as a broker-dealer or registered representative, as applicable, under, and in compliance with, the applicable laws of all jurisdictions in which it is required to be so registered and each state where the conduct of its business requires such registration, except with respect to this clause license or qualification is in full force and effect and in good standing; and (y)iv) there is no action, suit, proceeding or investigation pending or, to the extent such knowledge of First Horizon, threatened that would reasonably be likely to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such registrations, licenses and qualifications. (b) Except as would not reasonably be registeredexpected to, either individually or in the aggregate, could not reasonably be expected to have a material impact Material Adverse Effect on the business First Horizon, (i) none of the Borrower and its First Horizon Broker-Dealer Subsidiaries nor any “associated person” thereof (taken A) is or has been ineligible to serve as a whole) and (2) if a Foreign Subsidiary, is duly registered as the equivalent broker-dealer or an associated person of a broker-dealer, FCM or IB with the equivalent foreign regulatory body, in each case where the conduct of its business requires such registration. (iiidealer under Section 15(b) To the knowledge of the Loan PartiesExchange Act, no (B) is subject to a “statutory disqualification” as defined in Section 3(a)(39) of the Exchange Act, or (C) is subject to a disqualification that would be a basis for censure, limitations on the activities, functions or operations of, or suspension or revocation of the registration of any First Horizon Broker-Dealer Subsidiary as broker-dealer, municipal securities dealer, government securities broker or its “associated persons” (as defined in the Securities Exchange Act) is currently ineligible or disqualified pursuant to government securities dealer under Section 15, Section 15B or Section 15C of the Securities Exchange Act Act, and (ii) there is no action, suit, proceeding or investigation pending or, to serve as a broker or dealer or “associated person” of a broker or dealer except as would not reasonably be expected to have a Material Adverse Effect. (iv) The Loan Parties have delivered or made available to the Lender a true and correct copy of the currently effective Broker-Dealer Form BD and any amendments thereto filed with the SEC and FINRA by each Broker-Dealer Subsidiary. The information contained in such forms and reports, was, at the time of filing, complete and accurate in all material respects. Each Broker-Dealer Subsidiary has made available to the Lender a true, correct and complete copy of such entity’s currently effective FINRA Membership Agreement. Each Broker-Dealer Subsidiary has not exceeded in any material way with respect to its business, the business activities enumerated in its FINRA Membership Agreement or any other applicable restriction agreement or other limitations imposed in connection with its FINRA or state registrations or licenses with any other self-regulatory organization or Governmental Authority. (v) To the knowledge of the Loan PartiesFirst Horizon, no Broker-Dealer Subsidiary has received a notice from the SECthreatened, FINRA, any self-regulatory organization or any other Government Authority of any alleged rule violation or other circumstance which could that is reasonably be expected to have a Material Adverse Effect. (vi) No Broker-Dealer Subsidiary is in arrears with respect to any assessment made upon it by the SIPC except as would not reasonably be expected likely to result in any such person being deemed ineligible as described in clause (A), subject to a Material Adverse Effect“statutory disqualification” as described in clause (B) or subject to a disqualification as described in clause (C). (vii) FINRA has been designated as the Designated Examining Authorities for the Broker-Dealer Subsidiaries and is the Broker-Dealer Subsidiaries’ Designated Self-Regulatory Organization.

Broker-Dealer Subsidiaries. (a) IBKC has certain Subsidiaries that are registered, licensed or qualified, or are required to be registered, licensed or qualified, as a broker-dealer in accordance with any regulatory or legal requirement applicable to such IBKC Subsidiary (each, an “IBKC Broker-Dealer Subsidiary”). Except as would not reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect on IBKC: (i) Each domestic each IBKC Broker-Dealer Subsidiary is a broker-dealer, FCM or IB subject to the provisions of Regulation T of the FRB. Each domestic Broker-Dealer Subsidiary that extends purpose credit to customers (as those terms are defined in Regulation T) maintains procedures and internal controls reasonably designed to ensure that such Broker-Dealer Subsidiary does not extend or maintain purpose credit to or for its customers other than in accordance with the provisions of Regulation T, and designated employees of each domestic Broker-Dealer Subsidiary regularly supervise its activities and the activities of members and employees of such Broker-Dealer Subsidiary to ensure that such Broker-Dealer Subsidiary does not extend purpose credit to or for its customers other than in accordance with the provisions of Regulation T, except for failures to comply with Regulation T in connection with transactions which are not material either in number or amount. (ii) Each Broker-Dealer Subsidiary (A) is a member in good standing of FINRA, the NFA and/or the equivalent foreign self-regulatory body, (B)(1) if a Domestic Subsidiary, (x) is duly registered under the Exchange Act as a broker-dealer with the SEC and/or duly registered as an FCM or IB and is in compliance with the CFTC applicable provisions of the Exchange Act, including the net capital requirements and customer protection requirements thereof; (yii) each IBKC Broker-Dealer Subsidiary is a member in good standing with FINRA and any other applicable SRO and in compliance with all applicable rules and regulations of FINRA and any such SRO of which it is a member or which otherwise has authority over it; (iii) each IBKC Broker-Dealer Subsidiary (and each registered representative thereof) is duly registered, licensed or qualified as a broker-dealer or registered representative, as applicable, under, and in compliance with, the applicable laws of all jurisdictions in which it is required to be so registered and each state where the conduct of its business requires such registration, except with respect to this clause license or qualification is in full force and effect and in good standing; and (y)iv) there is no action, suit, proceeding or investigation pending or, to the extent such knowledge of IBKC, threatened that would reasonably be likely to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such registrations, licenses and qualifications. (b) Except as would not reasonably be registeredexpected to, either individually or in the aggregate, could not reasonably be expected to have a material impact Material Adverse Effect on the business IBKC, (i) none of the Borrower and its IBKC Broker-Dealer Subsidiaries nor any “associated person” thereof (taken A) is or has been ineligible to serve as a whole) and (2) if a Foreign Subsidiary, is duly registered as the equivalent broker-dealer or an associated person of a broker-dealer, FCM or IB with the equivalent foreign regulatory body, in each case where the conduct of its business requires such registration. (iiidealer under Section 15(b) To the knowledge of the Loan PartiesExchange Act, no (B) is subject to a “statutory disqualification” as defined in Section 3(a)(39) of the Exchange Act, or (C) is subject to a disqualification that would be a basis for censure, limitations on the activities, functions or operations of, or suspension or revocation of the registration of any IBKC Broker-Dealer Subsidiary as broker-dealer, municipal securities dealer, government securities broker or its “associated persons” (as defined in the Securities Exchange Act) is currently ineligible or disqualified pursuant to government securities dealer under Section 15, Section 15B or Section 15C of the Securities Exchange Act Act, and (ii) there is no action, suit, proceeding or investigation pending or, to serve as a broker or dealer or “associated person” of a broker or dealer except as would not reasonably be expected to have a Material Adverse Effect. (iv) The Loan Parties have delivered or made available to the Lender a true and correct copy of the currently effective Broker-Dealer Form BD and any amendments thereto filed with the SEC and FINRA by each Broker-Dealer Subsidiary. The information contained in such forms and reports, was, at the time of filing, complete and accurate in all material respects. Each Broker-Dealer Subsidiary has made available to the Lender a true, correct and complete copy of such entity’s currently effective FINRA Membership Agreement. Each Broker-Dealer Subsidiary has not exceeded in any material way with respect to its business, the business activities enumerated in its FINRA Membership Agreement or any other applicable restriction agreement or other limitations imposed in connection with its FINRA or state registrations or licenses with any other self-regulatory organization or Governmental Authority. (v) To the knowledge of the Loan PartiesIBKC, no Broker-Dealer Subsidiary has received a notice from the SECthreatened, FINRA, any self-regulatory organization or any other Government Authority of any alleged rule violation or other circumstance which could that is reasonably be expected to have a Material Adverse Effect. (vi) No Broker-Dealer Subsidiary is in arrears with respect to any assessment made upon it by the SIPC except as would not reasonably be expected likely to result in any such person being deemed ineligible as described in clause (A), subject to a Material Adverse Effect“statutory disqualification” as described in clause (B) or subject to a disqualification as described in clause (C). (vii) FINRA has been designated as the Designated Examining Authorities for the Broker-Dealer Subsidiaries and is the Broker-Dealer Subsidiaries’ Designated Self-Regulatory Organization.

Broker-Dealer Subsidiaries. (a) BancShares has certain Subsidiaries that are registered, licensed or qualified, or are required to be registered, licensed or qualified, as a broker-dealer in accordance with any regulatory or legal requirement applicable to such BancShares Subsidiary (each, a “BancShares Broker-Dealer Subsidiary”). Except as would not reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect on BancShares: (i) Each domestic each BancShares Broker-Dealer Subsidiary is a broker-dealer, FCM or IB subject to the provisions of Regulation T of the FRB. Each domestic Broker-Dealer Subsidiary that extends purpose credit to customers (as those terms are defined in Regulation T) maintains procedures and internal controls reasonably designed to ensure that such Broker-Dealer Subsidiary does not extend or maintain purpose credit to or for its customers other than in accordance with the provisions of Regulation T, and designated employees of each domestic Broker-Dealer Subsidiary regularly supervise its activities and the activities of members and employees of such Broker-Dealer Subsidiary to ensure that such Broker-Dealer Subsidiary does not extend purpose credit to or for its customers other than in accordance with the provisions of Regulation T, except for failures to comply with Regulation T in connection with transactions which are not material either in number or amount. (ii) Each Broker-Dealer Subsidiary (A) is a member in good standing of FINRA, the NFA and/or the equivalent foreign self-regulatory body, (B)(1) if a Domestic Subsidiary, (x) is duly registered under the Exchange Act as a broker-dealer with the SEC and/or duly registered as an FCM or IB and is in compliance with the CFTC applicable provisions of the Exchange Act, including the net capital requirements and customer protection requirements thereof; (yii) each BancShares Broker-Dealer Subsidiary is a member in good standing with FINRA and any other applicable SRO and in compliance with all applicable rules and regulations of FINRA and any such SRO of which it is a member or which otherwise has authority over it; (iii) each BancShares Broker-Dealer Subsidiary (and each registered representative thereof) is duly registered, licensed or qualified as a broker-dealer or registered representative, as applicable, under, and in compliance with, the applicable laws of all jurisdictions in which it is required to be so registered and each state where the conduct of its business requires such registration, except with respect to this clause license or qualification is in full force and effect and in good standing; and (y)iv) there is no action, suit, proceeding or investigation pending or, to the extent such knowledge of BancShares, threatened that would reasonably be likely to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such registrations, licenses and qualifications. (b) Except as would not reasonably be registeredexpected to, either individually or in the aggregate, could not reasonably be expected to have a material impact Material Adverse Effect on the business BancShares, (i) none of the Borrower and its BancShares Broker-Dealer Subsidiaries nor any “associated person” thereof (taken A) is or has been ineligible to serve as a whole) and (2) if a Foreign Subsidiary, is duly registered as the equivalent broker-dealer or an associated person of a broker-dealer, FCM or IB with the equivalent foreign regulatory body, in each case where the conduct of its business requires such registration. (iiidealer under Section 15(b) To the knowledge of the Loan PartiesExchange Act, no (B) is subject to a “statutory disqualification” as defined in Section 3(a)(39) of the Exchange Act, or (C) is subject to a disqualification that would be a basis for censure, limitations on the activities, functions or operations of, or suspension or revocation of the registration of any BancShares Broker-Dealer Subsidiary as broker-dealer, municipal securities dealer, government securities broker or its “associated persons” (as defined in the Securities Exchange Act) is currently ineligible or disqualified pursuant to government securities dealer under Section 15, Section 15B or Section 15C of the Securities Exchange Act Act, and (ii) there is no action, suit, proceeding or investigation pending or, to serve as a broker or dealer or “associated person” of a broker or dealer except as would not reasonably be expected to have a Material Adverse Effect. (iv) The Loan Parties have delivered or made available to the Lender a true and correct copy of the currently effective Broker-Dealer Form BD and any amendments thereto filed with the SEC and FINRA by each Broker-Dealer Subsidiary. The information contained in such forms and reports, was, at the time of filing, complete and accurate in all material respects. Each Broker-Dealer Subsidiary has made available to the Lender a true, correct and complete copy of such entity’s currently effective FINRA Membership Agreement. Each Broker-Dealer Subsidiary has not exceeded in any material way with respect to its business, the business activities enumerated in its FINRA Membership Agreement or any other applicable restriction agreement or other limitations imposed in connection with its FINRA or state registrations or licenses with any other self-regulatory organization or Governmental Authority. (v) To the knowledge of the Loan PartiesBancShares, no Broker-Dealer Subsidiary has received a notice from the SECthreatened, FINRA, any self-regulatory organization or any other Government Authority of any alleged rule violation or other circumstance which could that is reasonably be expected to have a Material Adverse Effect. (vi) No Broker-Dealer Subsidiary is in arrears with respect to any assessment made upon it by the SIPC except as would not reasonably be expected likely to result in any such person being deemed ineligible as described in clause (A), subject to a Material Adverse Effect“statutory disqualification” as described in clause (B) or subject to a disqualification as described in clause (C). (vii) FINRA has been designated as the Designated Examining Authorities for the Broker-Dealer Subsidiaries and is the Broker-Dealer Subsidiaries’ Designated Self-Regulatory Organization.

Broker-Dealer Subsidiaries. (a) CIT has certain Subsidiaries that are registered, licensed or qualified, or are required to be registered, licensed or qualified, as a broker-dealer in accordance with any regulatory or legal requirement applicable to such CIT Subsidiary (each, a “CIT Broker-Dealer Subsidiary”). Except as would not reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect on CIT: (i) Each domestic each CIT Broker-Dealer Subsidiary is a broker-dealer, FCM or IB subject to the provisions of Regulation T of the FRB. Each domestic Broker-Dealer Subsidiary that extends purpose credit to customers (as those terms are defined in Regulation T) maintains procedures and internal controls reasonably designed to ensure that such Broker-Dealer Subsidiary does not extend or maintain purpose credit to or for its customers other than in accordance with the provisions of Regulation T, and designated employees of each domestic Broker-Dealer Subsidiary regularly supervise its activities and the activities of members and employees of such Broker-Dealer Subsidiary to ensure that such Broker-Dealer Subsidiary does not extend purpose credit to or for its customers other than in accordance with the provisions of Regulation T, except for failures to comply with Regulation T in connection with transactions which are not material either in number or amount. (ii) Each Broker-Dealer Subsidiary (A) is a member in good standing of FINRA, the NFA and/or the equivalent foreign self-regulatory body, (B)(1) if a Domestic Subsidiary, (x) is duly registered under the Exchange Act as a broker-dealer with the SEC and/or duly registered as an FCM or IB and is in compliance with the CFTC applicable provisions of the Exchange Act, including the net capital requirements and customer protection requirements thereof; (yii) each CIT Broker-Dealer Subsidiary is a member in good standing with FINRA and any other applicable SRO and in compliance with all applicable rules and regulations of FINRA and any such SRO of which it is a member or which otherwise has authority over it; (iii) each CIT Broker-Dealer Subsidiary (and each registered representative thereof) is duly registered, licensed or qualified as a broker-dealer or registered representative, as applicable, under, and in compliance with, the applicable laws of all jurisdictions in which it is required to be so registered and each state where the conduct of its business requires such registration, except with respect to this clause license or qualification is in full force and effect and in good standing; and (y)iv) there is no action, suit, proceeding or investigation pending or, to the extent such knowledge of CIT, threatened that would reasonably be likely to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such registrations, licenses and qualifications. (b) Except as would not reasonably be registeredexpected to, either individually or in the aggregate, could not reasonably be expected to have a material impact Material Adverse Effect on the business CIT, (i) none of the Borrower and its CIT Broker-Dealer Subsidiaries nor any “associated person” thereof (taken A) is or has been ineligible to serve as a whole) and (2) if a Foreign Subsidiary, is duly registered as the equivalent broker-dealer or an associated person of a broker-dealer, FCM or IB with the equivalent foreign regulatory body, in each case where the conduct of its business requires such registration. (iiidealer under Section 15(b) To the knowledge of the Loan PartiesExchange Act, no (B) is subject to a “statutory disqualification” as defined in Section 3(a)(39) of the Exchange Act, or (C) is subject to a disqualification that would be a basis for censure, limitations on the activities, functions or operations of, or suspension or revocation of the registration of any CIT Broker-Dealer Subsidiary as broker-dealer, municipal securities dealer, government securities broker or its “associated persons” (as defined in the Securities Exchange Act) is currently ineligible or disqualified pursuant to government securities dealer under Section 15, Section 15B or Section 15C of the Securities Exchange Act Act, and (ii) there is no action, suit, proceeding or investigation pending or, to serve as a broker or dealer or “associated person” of a broker or dealer except as would not reasonably be expected to have a Material Adverse Effect. (iv) The Loan Parties have delivered or made available to the Lender a true and correct copy of the currently effective Broker-Dealer Form BD and any amendments thereto filed with the SEC and FINRA by each Broker-Dealer Subsidiary. The information contained in such forms and reports, was, at the time of filing, complete and accurate in all material respects. Each Broker-Dealer Subsidiary has made available to the Lender a true, correct and complete copy of such entity’s currently effective FINRA Membership Agreement. Each Broker-Dealer Subsidiary has not exceeded in any material way with respect to its business, the business activities enumerated in its FINRA Membership Agreement or any other applicable restriction agreement or other limitations imposed in connection with its FINRA or state registrations or licenses with any other self-regulatory organization or Governmental Authority. (v) To the knowledge of the Loan PartiesCIT, no Broker-Dealer Subsidiary has received a notice from the SECthreatened, FINRA, any self-regulatory organization or any other Government Authority of any alleged rule violation or other circumstance which could that is reasonably be expected to have a Material Adverse Effect. (vi) No Broker-Dealer Subsidiary is in arrears with respect to any assessment made upon it by the SIPC except as would not reasonably be expected likely to result in any such person being deemed ineligible as described in clause (A), subject to a Material Adverse Effect“statutory disqualification” as described in clause (B) or subject to a disqualification as described in clause (C). (vii) FINRA has been designated as the Designated Examining Authorities for the Broker-Dealer Subsidiaries and is the Broker-Dealer Subsidiaries’ Designated Self-Regulatory Organization.

Broker-Dealer Subsidiaries. (ia) Each domestic Broker-Dealer Subsidiary is a broker-dealer, FCM or IB subject to the provisions of Regulation T of the FRB. Each domestic Broker-Dealer Subsidiary that extends purpose credit to customers (as those terms are defined in Regulation T) maintains procedures and internal controls reasonably designed to ensure that such Broker-Dealer Subsidiary does not extend or maintain purpose credit to or for its customers other than in accordance with the provisions of Regulation T, and designated employees of each domestic Broker-Dealer Subsidiary regularly supervise its activities and the activities of members and employees of such Broker-Dealer Subsidiary to ensure that such Broker-Dealer Subsidiary does not extend purpose credit to or for its customers other than in accordance with the provisions of Regulation T, except for failures to comply with Regulation T in connection with transactions which are not material either in number or amount.T. (iib) Each Broker-Dealer Subsidiary (Ai) is a member in good standing of FINRA, the NFA and/or the equivalent foreign self-regulatory body, (B)(1ii)(A) if a Domestic Subsidiary, (x) is duly registered as a broker-dealer with the SEC and/or duly registered as an FCM or IB with the CFTC CFTC, and (y) is duly registered in each state where the conduct of its business requires such registration, except with respect to this clause (y), to the extent such failure to be registered, individually or in the aggregate, could not reasonably be expected to have a material impact on the business of the Borrower and its Subsidiaries (taken as a whole) registration and (2B) if a Foreign Subsidiary, is duly registered as the equivalent of a broker-dealer, FCM or IB with the equivalent foreign regulatory body, in each case where the conduct of its business requires such registration. (iiic) To the knowledge of the Loan Parties, no Broker-Dealer Subsidiary or its “associated persons” (as defined in the Securities Exchange Act) is currently ineligible or disqualified pursuant to Section 15, Section 15B or Section 15C of the Securities Exchange Act to serve as a broker or dealer or “associated person” of a broker or dealer except as would not reasonably be expected to have a Material Adverse Effect. (ivd) The As of the Effective Date, the Loan Parties have delivered or made available to the Lender Lenders a true and correct copy of the currently effective Broker-Dealer Form BD and any amendments thereto filed with the SEC and FINRA by each Broker-Dealer Subsidiary. The information contained in such forms and reports, was, at the time of filing, complete and accurate in all material respects. Each Broker-Dealer Subsidiary has made available to the Lender a true, correct and complete copy of such entity’s currently effective FINRA Membership Agreement. Each Broker-Dealer Subsidiary has not exceeded in any material way with respect to its business, the business activities enumerated in its FINRA Membership Agreement or any other applicable restriction agreement or other limitations imposed in connection with its FINRA or state registrations or licenses with any other self-regulatory organization or Governmental Authority. (ve) To the knowledge of the Loan Parties, no No Broker-Dealer Subsidiary has received a notice from the SEC, FINRA, any self-regulatory organization or any other Government Authority of any alleged rule violation or other circumstance which could reasonably be expected to have a Material Adverse Effect. (vif) No Broker-Dealer Subsidiary is in arrears with respect to any assessment made upon it by the SIPC except as would not reasonably be expected to result in a Material Adverse EffectSIPC. (viig) As of the Effective Date, FINRA has been designated as the Designated Examining Authorities for the Broker-Dealer Subsidiaries and is the Broker-Dealer Subsidiaries’ Designated Self-Regulatory OrganizationOrganizations.

Broker-Dealer Subsidiaries. (i) Each domestic of the Broker-Dealer Subsidiary is a broker-dealer, FCM or IB subject to the provisions of Regulation T of the FRB. Each domestic Broker-Dealer Subsidiary that extends purpose credit to customers (as those terms are defined in Regulation T) maintains procedures and internal controls reasonably designed to ensure that such Broker-Dealer Subsidiary does not extend or maintain purpose credit to or for its customers other than in accordance with the provisions of Regulation T, and designated employees of each domestic Broker-Dealer Subsidiary regularly supervise its activities and the activities of members and employees of such Broker-Dealer Subsidiary to ensure that such Broker-Dealer Subsidiary does not extend purpose credit to or for its customers other than in accordance with the provisions of Regulation T, except for failures to comply with Regulation T in connection with transactions which are not material either in number or amount. (ii) Each Broker-Dealer Subsidiary (A) is a member in good standing of FINRA, the NFA and/or the equivalent foreign self-regulatory body, (B)(1) if a Domestic Subsidiary, (x) Subsidiaries is duly registered as a broker-dealer with the SEC and/or duly registered as an FCM or IB with Securities Exchange Commission under the CFTC Exchange Act, is a member in good standing of the NASD and (ythe securities exchanges listed on SCHEDULE 6.19(A) attached hereto and is duly registered in each state where the conduct of its business requires such registration, except with respect to this clause (y), to the extent such failure to be registered, individually licensed or in the aggregate, could not reasonably be expected to have a material impact on the business of the Borrower and its Subsidiaries (taken as a whole) and (2) if a Foreign Subsidiary, is duly registered as the equivalent of a broker-dealer, FCM or IB with the equivalent foreign regulatory body, in each case where the conduct of its business requires such registration. (iii) To the knowledge of the Loan Parties, no Broker-Dealer Subsidiary or its “associated persons” (as defined in the Securities Exchange Act) is currently ineligible or disqualified pursuant to Section 15, Section 15B or Section 15C of the Securities Exchange Act to serve qualified as a broker or dealer or “associated person” under the laws of a broker or dealer except as would not reasonably be expected to have a Material Adverse Effect. (iveach jurisdiction listed on SCHEDULE 6.19(A) The Loan Parties have delivered or made available to the Lender a true and correct copy of the currently effective Broker-Dealer Form BD and any amendments thereto filed with the SEC and FINRA by each Broker-Dealer Subsidiary. The information contained in such forms and reports, was, at the time of filing, complete and accurate in all material respectsattached hereto. Each Broker-Dealer Subsidiary has made available is in compliance with the Exchange Act and the rules and regulations thereunder applicable to it, the Lender rules and regulations of the NASD applicable to it (including the NASD's rules of fair practice), the rules and regulations of the securities exchanges of which it is a truemember, correct and complete copy the laws of each jurisdiction where it is registered as a broker or dealer, except for such instances of non- compliance (a) that relate to a matter set forth on SCHEDULE 6.19(B) attached hereto or (b) the correction of which would not interfere significantly with the ability of such entity’s currently effective FINRA Membership Agreement. Each Broker-Dealer Subsidiary has not exceeded in any material way with respect to conduct its business, business substantially as currently conducted or significantly diminish the business activities enumerated in its FINRA Membership Agreement or any other applicable restriction agreement or other limitations imposed in connection with its FINRA or state registrations or licenses with any other self-regulatory organization or Governmental Authority. (v) To the knowledge value of the Loan PartiesBorrower and its Subsidiaries, no Broker-Dealer Subsidiary has received taken as a notice from the SEC, FINRA, any self-regulatory organization or any other Government Authority whole. Each of any alleged rule violation or other circumstance which could reasonably be expected to have a Material Adverse Effect. (vi) No Broker-Dealer Subsidiary is in arrears with respect to any assessment made upon it by the SIPC except as would not reasonably be expected to result in a Material Adverse Effect. (vii) FINRA has been designated as the Designated Examining Authorities for the Broker-Dealer Subsidiaries acts pursuant to written agreements and is related documentation (collectively, the "Broker-Dealer Agreements") with parties to whom it provides broker dealer services. The Broker- 42 -35- Dealer Agreements have not been modified by any terms that are not included in the Broker-Dealer Subsidiaries’ Designated SelfSubsidiary's files, and none of the Broker-Regulatory OrganizationDealer Subsidiaries has violated or is in default under, any Broker-Dealer Agreement, except for such violations or defaults that (a) relate to a matter set forth on SCHEDULE 6.19(C) attached hereto or (b) relate to the actions of a registered representative of such Broker-Dealer Subsidiary where the total liability, cost and expense relating to all such actions or complaints with respect to the conduct of such registered representative do not exceed $250,000.

Broker-Dealer Subsidiaries. (ia) Each domestic SNC and each Broker-Dealer Subsidiary which is a broker-dealer, FCM or IB subject required to the provisions of Regulation T of the FRB. Each domestic Broker-Dealer Subsidiary that extends purpose credit to customers (as those terms are defined in Regulation T) maintains procedures and internal controls reasonably designed to ensure that such Broker-Dealer Subsidiary does not extend or maintain purpose credit to or for its customers other than in accordance with the provisions of Regulation T, and designated employees of each domestic Broker-Dealer Subsidiary regularly supervise its activities and the activities of members and employees of such Broker-Dealer Subsidiary to ensure that such Broker-Dealer Subsidiary does not extend purpose credit to or for its customers other than in accordance with the provisions of Regulation T, except for failures to comply with Regulation T in connection with transactions which are not material either in number or amount. (ii) Each Broker-Dealer Subsidiary (A) is a member in good standing of FINRA, the NFA and/or the equivalent foreign self-regulatory body, (B)(1) if a Domestic Subsidiary, (x) is duly be registered as a broker-broker or dealer with the SEC and/or under the Securities Exchange Act of 1934 is duly registered as an FCM so registered, is a member of FINRA or IB with the CFTC another self-regulatory organization of which it is required to be a member, and (y) is duly registered and licensed under any applicable state laws, is in each state where compliance in all material respects with the conduct applicable provisions of its business requires the Securities Exchange Act of 1934, and is in compliance in all material respects with all applicable rules of FINRA or such registration, self-regulatory organization except with respect to this clause (y), to the extent such failure to be registered, individually or in the aggregate, could as would not reasonably be expected to have a material impact on the business of the Borrower and its Subsidiaries (taken as a whole) and (2) if a Foreign Subsidiary, is Material Adverse Effect. All natural persons associated with SNC or any Broker-Dealer Subsidiary required to be registered or licensed with FINRA or with any other self-regulatory organization or other governmental entity are duly registered or licensed except where any failure to be so registered or licensed individually, or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No proceeding is pending or threatened in writing with respect to the suspension, revocation, or termination of any such registrations and the termination or withdrawal of any such registrations is not contemplated by SNC or any Broker-Dealer Subsidiary except as the equivalent of would not reasonably be expected to have a broker-dealer, FCM or IB with the equivalent foreign regulatory body, in each case where the conduct of its business requires such registrationMaterial Adverse Effect. (iiib) To the knowledge of the Loan Partieseach Borrower and each Subsidiary, no neither SNC or any Broker-Dealer Subsidiary or its “associated persons” (as defined in the Securities Exchange ActAct of 1934) is currently ineligible or disqualified pursuant to Section 15, Section 15B or Section 15C of the Securities Exchange Act of 1934 to serve as a broker or dealer or “associated person” of a broker or dealer except as would not reasonably be expected to have a Material Adverse Effect. (ivc) The Loan Parties have delivered or made available to the Lender a true and correct copy of information contained in the currently effective Form BD of SNC and each Broker-Dealer Form BD Subsidiary and any amendments thereto filed with the SEC and FINRA by SNC and each Broker-Dealer Subsidiary. The information contained in such forms and reports, was, at the time of filing, complete and accurate in all material respects. Each Broker-Dealer Subsidiary has made available to the Lender a true, correct and complete copy of such entity’s currently effective FINRA Membership Agreement. Each Broker-Dealer Subsidiary has not exceeded in any material way with respect to its business, the business activities enumerated in its FINRA Membership Agreement or any other applicable restriction agreement or other limitations imposed in connection with its FINRA or state registrations or licenses with any other self-regulatory organization or Governmental Authority. (vd) To the knowledge of the Loan Parties, no Neither SNC or any Broker-Dealer Subsidiary has received a notice from the SEC, FINRA, or any other government authority, self-regulatory organization or any other Government Authority securities exchange of any alleged rule violation or other circumstance which could reasonably be expected to have a Material Adverse Effect. (vie) No Broker-Dealer Subsidiary governmental authorization, and no notice to or filing with, any governmental authority or any other third party is in arrears with respect to required for the exercise by any assessment made upon it by Lender of its rights under the SIPC Loan Documents, except as would not reasonably otherwise be expected to result in have a Material Adverse Effect. (vii) FINRA has been designated as the Designated Examining Authorities for the Broker-Dealer Subsidiaries and is the Broker-Dealer Subsidiaries’ Designated Self-Regulatory Organization.

Broker-Dealer Subsidiaries. (i) Each domestic Broker-Dealer Subsidiary is a broker-dealer, FCM or IB subject to the provisions of Regulation T of the FRB. Each domestic Broker-Dealer Subsidiary that extends purpose credit to customers (as those terms are defined in Regulation T) maintains procedures and internal controls reasonably designed to ensure that such Broker-Dealer Subsidiary does not extend or maintain purpose credit to or for its customers other than in accordance with the provisions of Regulation T, and designated employees of each domestic Broker-Dealer Subsidiary regularly supervise its activities and the activities of members and employees of such Broker-Dealer Subsidiary to ensure that such Broker-Dealer Subsidiary does not extend purpose credit to or for its customers other than in accordance with the provisions of Regulation T, except for failures to comply with Regulation T in connection with transactions which are not material either in number or amount. (ii) Each Broker-Dealer Subsidiary (A) is a member in good standing of FINRA, the NFA and/or the equivalent foreign self-regulatory body, (B)(1) if a Domestic Subsidiary, (x) is duly registered as a broker-dealer with the SEC and/or duly registered as an FCM or IB with the CFTC CFTC, and (y) is duly registered in each state where the conduct of its business requires such registration, except with respect to this clause (y), to the extent such failure to be registered, individually or in the aggregate, could not reasonably be expected to have a material impact on the business of the Borrower and its Subsidiaries (taken as a whole) ), and (2) if a Foreign Subsidiary, is duly registered as the equivalent of a broker-dealer, FCM or IB with the equivalent foreign regulatory body, in each case where the conduct of its business requires such registration. (iii) To the knowledge of the Loan Parties, no Broker-Dealer Subsidiary or its “associated persons” (as defined in the Securities Exchange Act) is currently ineligible or disqualified pursuant to Section 15, Section 15B or Section 15C of the Securities Exchange Act to serve as a broker or dealer or “associated person” of a broker or dealer except as would not reasonably be expected to have a Material Adverse Effect. (iv) The Loan Parties have delivered or made available to the Lender a true and correct copy of the currently effective Broker-Dealer Form BD and any amendments thereto filed with the SEC and FINRA by each Broker-Dealer Subsidiary. The information contained in such forms and reports, was, at the time of filing, complete and accurate in all material respects. Each Broker-Dealer Subsidiary has made available to the Lender a true, correct and complete copy of such entity’s currently effective FINRA Membership Agreement. Each Broker-Dealer Subsidiary has not exceeded in any material way with respect to its business, the business activities enumerated in its FINRA Membership Agreement or any other applicable restriction agreement or other limitations imposed in connection with its FINRA or state registrations or licenses with any other self-regulatory organization or Governmental Authority. (v) To the knowledge of the Loan Parties, no Broker-Dealer Subsidiary has received a notice from the SEC, FINRA, any self-regulatory organization or any other Government Authority of any alleged rule violation or other circumstance which could reasonably be expected to have a Material Adverse Effect. (vi) No Broker-Dealer Subsidiary is in arrears with respect to any assessment made upon it by the SIPC except as would not reasonably be expected to result in a Material Adverse Effect. (vii) FINRA has been designated as the Designated Examining Authorities for the Broker-Dealer Subsidiaries and is the Broker-Dealer Subsidiaries’ Designated Self-Regulatory Organization.

Broker-Dealer Subsidiaries. (i) Each domestic Broker-Dealer Subsidiary is a broker-dealer, FCM or IB subject to the provisions of Regulation T of the FRB. Each domestic Broker-Dealer Subsidiary that extends purpose credit to customers (as those terms are defined in Regulation T) maintains procedures and internal controls reasonably designed to ensure that such Broker-Dealer Subsidiary does not extend or maintain purpose credit to or for its customers other than in accordance with the provisions of Regulation T, and designated employees of each domestic Broker-Dealer Subsidiary regularly supervise its activities and the activities of members and employees of such Broker-Dealer Subsidiary to ensure that such Broker-Dealer Subsidiary does not extend purpose credit to or for its customers other than in accordance with the provisions of Regulation T, except for failures to comply with Regulation T in connection with transactions which are not material either in number or amount. (iia) Each Broker-Dealer Subsidiary (A) is a member in good standing of FINRA, the NFA and/or the equivalent foreign self-regulatory body, (B)(1) if a Domestic Subsidiary, (x) is duly registered under the Exchange Act as a broker-dealer with the SEC and/or and since the Applicable Date has been in compliance with the applicable provisions of the Exchange Act except for instances of non-compliance that would not be material to the operation of such Broker-Dealer Subsidiary’s business. Each Broker-Dealer Subsidiary is a member of FINRA and all other Self-Regulatory Organizations of which it is required to be a member and in compliance with all applicable rules and regulations of FINRA and any such Self-Regulatory Organization of which it is a member or which otherwise has authority over it, except for instances of non-compliance that would not be material to the operation of such Broker-Dealer Subsidiary’s business. Each natural person whose functions require him or her to be registered as a representative or principal of a Broker-Dealer Subsidiary is so registered with FINRA. Each Broker-Dealer Subsidiary (and each person thereof) is duly registered, licensed or qualified under, and in compliance with, the applicable Laws of all jurisdictions in which it is required to be so registered, licensed or qualified, except for instances of non-compliance that would not be material to the operation of such Broker-Dealer Subsidiary’s business, and each such registration, license or qualification is in full force and effect and in good standing. (b) The Company has made available to Parent true, correct and complete copies of each Broker-Dealer Subsidiary’s Uniform Application for Broker-Dealer Registration on Form BD filed since the Applicable Date, reflecting all amendments thereto to the date hereof (each, a “Form BD”). The Forms BD of the Broker-Dealer Subsidiaries are in compliance with the applicable requirements of the Exchange Act and Form BD, except for instances of non-compliance that would not be material to the operation of the applicable Broker-Dealer Subsidiary’s business. (c) Each Broker-Dealer Subsidiary currently maintains and at all times since the Applicable Date has maintained “net capital” (as such term is defined in Rule 15c3-1(c)(2) under the Exchange Act) equal to or in excess of the minimum “net capital” required to be maintained by such Broker-Dealer Subsidiary under applicable Law. No Broker-Dealer Subsidiary is currently a party to, or to the Company’s Knowledge, has any plans to enter into, any agreement or arrangement to increase the amount of regulatory capital it is required to maintain above the amount required under Rule 15c3-1(c)(2). (d) Each Broker-Dealer Subsidiary has established, maintains and enforces written compliance and supervisory policies and procedures (including those required by applicable FINRA rules) and such compliance and supervisory policies and procedures are, and have been since the Applicable Date, in compliance with all applicable Laws, except for instances of non-compliance that would not be material to the operation of such Broker-Dealer Subsidiary’s business. (e) Each Broker-Dealer Subsidiary meeting the definition of “municipal securities dealer” within the meaning of Section 3(a)(3) of the Exchange Act required to be registered with the MSRB under the Exchange Act is, and at all times since the Applicable Date has been, duly registered as an FCM or IB with a municipal securities dealer. (f) Since the CFTC and Applicable Date, none of the Broker-Dealer Subsidiaries nor any “associated person” thereof (yi) is duly registered in each state where the conduct of its business requires such registration, except with respect or has been ineligible to this clause (y), to the extent such failure to be registered, individually or in the aggregate, could not reasonably be expected to have a material impact on the business of the Borrower and its Subsidiaries (taken serve as a whole) and (2) if a Foreign Subsidiary, is duly registered as the equivalent broker-dealer or an associated person of a broker-dealerdealer under Section 15(b) of the Exchange Act, FCM (ii) is subject to a “statutory disqualification” as defined in Section 3(a)(39) of the Exchange Act or IB with the equivalent foreign regulatory body, in each case where the conduct of its business requires such registration. (iii) To is subject to a disqualification that would be a basis for censure, limitations on the knowledge activities, functions or operations of, or suspension or revocation of the Loan Parties, no registration of any Broker-Dealer Subsidiary as broker-dealer, municipal securities dealer, government securities broker or its “associated persons” (as defined in the Securities Exchange Act) is currently ineligible or disqualified pursuant to government securities dealer under Section 15, Section 15B or Section 15C of the Securities Exchange Act to serve as a broker Act, and there is no action, suit, proceeding or dealer or “associated person” of a broker or dealer except as would not reasonably be expected to have a Material Adverse Effect. (iv) The Loan Parties have delivered or made available investigation pending or, to the Lender a true and correct copy of the currently effective Broker-Dealer Form BD and any amendments thereto filed with the SEC and FINRA by each Broker-Dealer Subsidiary. The information contained in such forms and reportsCompany’s Knowledge, wasthreatened, at the time of filing, complete and accurate in all material respects. Each Broker-Dealer Subsidiary has made available to the Lender a true, correct and complete copy of such entity’s currently effective FINRA Membership Agreement. Each Broker-Dealer Subsidiary has not exceeded in any material way with respect to its business, the business activities enumerated in its FINRA Membership Agreement or any other applicable restriction agreement or other limitations imposed in connection with its FINRA or state registrations or licenses with any other self-regulatory organization or Governmental Authority. (v) To the knowledge of the Loan Parties, no Broker-Dealer Subsidiary has received a notice from the SEC, FINRA, any self-regulatory organization or any other Government Authority of any alleged rule violation or other circumstance which could that is reasonably be expected to have a Material Adverse Effect. (vi) No Broker-Dealer Subsidiary is in arrears with respect to any assessment made upon it by the SIPC except as would not reasonably be expected likely to result in any such person being deemed ineligible as described in clause (i), subject to a Material Adverse Effect“statutory disqualification” as described in clause (ii) or subject to a disqualification as described in clause (iii). (vii) FINRA has been designated as the Designated Examining Authorities for the Broker-Dealer Subsidiaries and is the Broker-Dealer Subsidiaries’ Designated Self-Regulatory Organization.

Broker-Dealer Subsidiaries. (ia) Each domestic Broker-Dealer Subsidiary is a broker-dealer, FCM or IB subject to the provisions of Regulation T of the FRB. Each domestic Broker-Dealer Subsidiary that extends purpose credit to customers (as those terms are defined in Regulation T) maintains procedures and internal controls reasonably designed to ensure that such Broker-Dealer Subsidiary does not extend or maintain purpose credit to or for its customers other than in accordance with the provisions of Regulation T, and designated employees of each domestic Broker-Dealer Subsidiary that extends purpose credit to customers regularly supervise its activities and the activities of members and employees of such Broker-Dealer Subsidiary to ensure that such Broker-Dealer Subsidiary does not extend purpose credit to or for its customers other than in accordance with the provisions of Regulation T, except for failures to comply with Regulation T in connection with transactions which are not material either in number or amount.T. (iib) Each Broker-Dealer Subsidiary (Ai) is a member in good standing of FINRA, the NFA and/or the equivalent foreign self-regulatory body, (B)(1ii)(A) if a Domestic Subsidiary, (x) is duly registered as a broker-dealer with the SEC and/or duly registered as an FCM or IB with the CFTC CFTC, and (y) is duly registered in each state where the conduct of its business requires such registration, except with respect to this clause (y), to the extent such failure to be registered, individually or in the aggregate, could not reasonably be expected to have a material impact on the business of the Borrower and its Subsidiaries (taken as a whole) registration and (2B) if a Foreign Subsidiary, is duly registered as the equivalent of a broker-dealer, FCM or IB with the equivalent foreign regulatory body, in each case where the conduct of its business requires such registration. (iiic) To the knowledge of the Loan Parties, no Broker-Dealer Subsidiary or its “associated persons” (as defined in the Securities Exchange Act) is currently ineligible or disqualified pursuant to Section 15, Section 15B or Section 15C of the Securities Exchange Act to serve as a broker or dealer or “associated person” of a broker or dealer dealer, except as would not reasonably be expected to have a Material Adverse Effect. (ivd) The As of the Effective Date, the Loan Parties have delivered or made available to the Lender Lenders a true and correct copy of the currently effective Broker-Dealer Form BD and any amendments thereto filed with the SEC and FINRA by each Broker-Dealer Subsidiary. The information contained in such forms and reports, reports was, at the time of filing, complete and accurate in all material respects. Each Broker-Dealer Subsidiary has made available to the Lender a true, correct and complete copy of such entity’s currently effective FINRA Membership Agreement. Each Broker-Dealer Subsidiary has not exceeded in any material way with respect to its business, the business activities enumerated in its FINRA Membership Agreement or any other applicable restriction agreement or other limitations imposed in connection with its FINRA or state registrations or licenses with any other self-regulatory organization or Governmental Authority. (ve) To the knowledge of the Loan Parties, no No Broker-Dealer Subsidiary has received a notice from the SEC, the CFTC, FINRA, the NFA, any self-regulatory organization or any other Government Governmental Authority of any alleged rule violation or other circumstance which could reasonably be expected to have a Material Adverse Effect. (vif) No Broker-Dealer Subsidiary is in arrears with respect to any assessment made upon it by the SIPC except as would not reasonably be expected to result in a Material Adverse EffectSIPC. (viig) As of the Effective Date, FINRA has been designated as the Designated Examining Authorities for the Broker-Dealer Subsidiaries and is the Broker-Dealer Subsidiaries’ Designated Self-Regulatory OrganizationOrganizations.

Broker-Dealer Subsidiaries. (ia) Each domestic The Company and its Subsidiaries conduct broker-dealer operations solely through the Subsidiaries of the Company listed in Section 3.11(a) of the Company Disclosure Schedule, all of which are organized and resident under the Laws of the U.S., Canada or any province or state thereof (collectively, the "Company Broker-Dealer Subsidiaries"), which includes a listing of all such registrations and licenses held by such Subsidiaries with all applicable U.S. and Canadian Governmental Entities and an indication as to whether such Subsidiary is a broker-dealer, FCM or IB subject to the provisions of Regulation T of the FRB. Each domestic Broker-Dealer Subsidiary that extends purpose credit to customers (as those terms are defined in Regulation T) maintains procedures and internal controls reasonably designed to ensure that such Broker-Dealer Subsidiary does not extend or maintain purpose credit to or for its customers other than in accordance with the provisions of Regulation T, and designated employees of each domestic Broker-Dealer Subsidiary regularly supervise its activities and the activities of members and employees of such Broker-Dealer Subsidiary to ensure that such Broker-Dealer Subsidiary does not extend purpose credit to or for its customers other than in accordance with the provisions of Regulation T, except for failures to comply with Regulation T in connection with transactions which are not material either in number or amount. (ii) Each Broker-Dealer Subsidiary (A) is a member in good standing of FINRAthe National Association of Securities Dealers Inc. (the "NASD") or other U.S. or Canadian broker-dealer associations (and, if so, a listing of each such association). No other Subsidiary of the NFA and/or Company is required by the equivalent foreign selfnature of its activities to be so registered under the Exchange Act or under the laws of any state or other U.S. or Canadian jurisdiction or to be a member in good standing of the NASD or other broker-regulatory bodydealer associations under any other applicable Laws. The Company has filed and made available to Parent, (B)(1) if in the form as filed, a Domestic true and complete copy of each such Subsidiary, (x) is duly registered 's form registering such Subsidiary as a broker-dealer with the SEC and/or duly registered (a "Form BD") that is effective as an FCM of the date hereof. The information contained in such forms and reports was (or IB with will be, in the CFTC case of filings made after the date hereof) true and (y) is duly registered in each state complete as of the time of filing, except where the conduct of its business requires such registration, except with respect to this clause (y), to the extent such failure to be registeredtrue and complete, individually or in the aggregate, could not reasonably be expected to have a material impact on the business of the Borrower and its Subsidiaries (taken as a whole) and (2) if a Foreign Subsidiary, is duly registered as the equivalent of a broker-dealer, FCM or IB with the equivalent foreign regulatory body, in each case where the conduct of its business requires such registration. (iii) To the knowledge of the Loan Parties, no Broker-Dealer Subsidiary or its “associated persons” (as defined in the Securities Exchange Act) is currently ineligible or disqualified pursuant to Section 15, Section 15B or Section 15C of the Securities Exchange Act to serve as a broker or dealer or “associated person” of a broker or dealer except as aggregate would not reasonably be expected to have a Material Adverse EffectEffect on the Company. (ivb) The Loan Parties have delivered or made available to the Lender a true and correct copy Each of the currently effective Company Broker-Dealer Subsidiaries is duly registered and licensed as a broker-dealer under the Exchange Act and under any state, federal or foreign broker-dealer or similar laws pursuant to which each such Company Broker-Dealer Subsidiary is required to be so registered. As of the date of this Agreement, except as disclosed on an SEC Form BD and any amendments thereto which has been filed by each Company Broker-Dealer Subsidiary with the SEC and FINRA by each prior to the date of this Agreement, no Company Broker-Dealer Subsidiary. The information contained , nor any of its officers, directors or employees, has been convicted of any crime or has been the subject of any disciplinary proceedings or orders of any Governmental Entity, and, to the knowledge of the Company, no such disciplinary proceeding or order is pending or threatened; and no Company Broker-Dealer Subsidiary, nor any persons affiliated with such Company Broker-Dealer Subsidiary, or, to the knowledge of the Company, any of such Company Broker-Dealer Subsidiary's officers, directors or employees of any of the foregoing or any "associated person" (as defined in the Exchange Act) of such forms and reportsCompany Broker-Dealer Subsidiary, wasis or has been subject to any disqualification that would be a basis for denial, at suspension or revocation of registration of a broker-dealer under Section 15, 15B or 15C of the time of filing, complete and accurate in all material respects. Exchange Act. (c) Each Company Broker-Dealer Subsidiary has made available to satisfies the Lender a true, correct minimum net capital requirements of the Exchange Act and complete copy of the laws of any jurisdiction in which such entity’s currently effective FINRA Membership Agreement. Each Company Broker-Dealer Subsidiary has not exceeded in any material way with respect to its conducts business, except as, individually or in the business activities enumerated in its FINRA Membership Agreement or any other applicable restriction agreement or other limitations imposed in connection with its FINRA or state registrations or licenses with any other self-regulatory organization or Governmental Authority. (v) To the knowledge of the Loan Partiesaggregate, no Broker-Dealer Subsidiary has received a notice from the SEC, FINRA, any self-regulatory organization or any other Government Authority of any alleged rule violation or other circumstance which could would not reasonably be expected to have a Material Adverse EffectEffect on the Company. (vi) No Broker-Dealer Subsidiary is in arrears with respect to any assessment made upon it by the SIPC except as would not reasonably be expected to result in a Material Adverse Effect. (vii) FINRA has been designated as the Designated Examining Authorities for the Broker-Dealer Subsidiaries and is the Broker-Dealer Subsidiaries’ Designated Self-Regulatory Organization.

Broker-Dealer Subsidiaries. (i) Each domestic of the Broker-Dealer Subsidiary is a broker-dealer, FCM or IB subject to the provisions of Regulation T of the FRB. Each domestic Broker-Dealer Subsidiary that extends purpose credit to customers (as those terms are defined in Regulation T) maintains procedures and internal controls reasonably designed to ensure that such Broker-Dealer Subsidiary does not extend or maintain purpose credit to or for its customers other than in accordance with the provisions of Regulation T, and designated employees of each domestic Broker-Dealer Subsidiary regularly supervise its activities and the activities of members and employees of such Broker-Dealer Subsidiary to ensure that such Broker-Dealer Subsidiary does not extend purpose credit to or for its customers other than in accordance with the provisions of Regulation T, except for failures to comply with Regulation T in connection with transactions which are not material either in number or amount. (ii) Each Broker-Dealer Subsidiary (A) is a member in good standing of FINRA, the NFA and/or the equivalent foreign self-regulatory body, (B)(1) if a Domestic Subsidiary, (x) Subsidiaries is duly registered as a broker-dealer with the SEC and/or Securities Exchange Commission under the Exchange Act, is a member in good standing of the NASD and the securities exchanges listed on SCHEDULE 6.18(a) attached hereto and is duly registered, licensed or qualified as a broker or dealer under the laws of each jurisdiction listed on SCHEDULE 6.18(a) attached hereto. Each Broker-Dealer Subsidiary is in compliance with the Exchange Act and the rules and regulations thereunder applicable to it, the rules and regulations of the NASD applicable to it (including the NASD's rules of fair practice), the rules and regulations of the securities exchanges of which it is a member, and the laws of each jurisdiction where it is registered as an FCM a broker or IB dealer, except for such instances of non-compliance (a) that relate to a matter set forth on SCHEDULE 6.18(b) attached hereto or (b) the correction of which would not interfere significantly with the CFTC and (y) is duly registered in each state where the ability of such Broker-Dealer Subsidiary to conduct of its business requires such registration, except with respect to this clause (y), to substantially as currently conducted or significantly diminish the extent such failure to be registered, individually or in the aggregate, could not reasonably be expected to have a material impact on the business value of the Borrower and its Subsidiaries (Subsidiaries, taken as a whole) and (2) if a Foreign Subsidiary, is duly registered as the equivalent of a broker-dealer, FCM or IB with the equivalent foreign regulatory body, in each case where the conduct of its business requires such registration. (iii) To the knowledge . Each of the Loan Parties, no Broker-Dealer Subsidiary or its “associated persons” Subsidiaries acts pursuant to written agreements and related documentation (as defined collectively, the "Broker-Dealer Agreements") with parties to whom it provides broker dealer services. The Broker-Dealer Agreements have not been modified by any terms that are not included in the Securities Exchange Act) is currently ineligible or disqualified pursuant to Section 15Broker-Dealer Subsidiary's files, Section 15B or Section 15C and none of the Securities Exchange Act to serve as a broker Broker-Dealer Subsidiaries has violated or dealer is in default under, any Broker-Dealer Agreement, except for such violations or “associated person” of a broker or dealer except as would defaults which could not reasonably be expected to have a Material Adverse Effect. (iv) The Loan Parties have delivered or made available to the Lender a true and correct copy of the currently effective Broker-Dealer Form BD and any amendments thereto filed with the SEC and FINRA by each Broker-Dealer Subsidiary. The information contained in such forms and reports, was, at the time of filing, complete and accurate in all material respects. Each Broker-Dealer Subsidiary has made available to the Lender a true, correct and complete copy of such entity’s currently effective FINRA Membership Agreement. Each Broker-Dealer Subsidiary has not exceeded in any material way with respect to its business, the business activities enumerated in its FINRA Membership Agreement or any other applicable restriction agreement or other limitations imposed in connection with its FINRA or state registrations or licenses with any other self-regulatory organization or Governmental Authority. (v) To the knowledge of the Loan Parties, no Broker-Dealer Subsidiary has received a notice from the SEC, FINRA, any self-regulatory organization or any other Government Authority of any alleged rule violation or other circumstance which could reasonably be expected to have a Material Adverse Effect. (vi) No Broker-Dealer Subsidiary is in arrears with respect to any assessment made upon it by the SIPC except as would not reasonably be expected to result in a Material Adverse Effect. (vii) FINRA has been designated as the Designated Examining Authorities for the Broker-Dealer Subsidiaries and is the Broker-Dealer Subsidiaries’ Designated Self-Regulatory Organization.

Broker-Dealer Subsidiaries. (i) Each domestic Broker-Dealer Subsidiary is a broker-dealer, FCM or IB subject to the provisions of Regulation T of the FRB. Each domestic Broker-Dealer Subsidiary that extends purpose credit to customers (as those terms are defined in Regulation T) maintains procedures and internal controls reasonably designed to ensure that such Broker-Dealer Subsidiary does not extend or maintain purpose credit to or for its customers other than in accordance with the provisions of Regulation T, and designated employees of each domestic Broker-Dealer Subsidiary regularly supervise its activities and the activities of members and employees of such Broker-Dealer Subsidiary to ensure that such Broker-Dealer Subsidiary does not extend purpose credit to or for its customers other than in accordance with the provisions of Regulation T, except for failures to comply with Regulation T in connection with transactions which are not material either in number or amount. (ii) Each Broker-Dealer Subsidiary (A) is a member in good standing of FINRA, the NFA and/or the equivalent foreign self-regulatory body, (B)(1) if a Domestic Subsidiary, (x) is duly registered as a broker-dealer with the SEC and/or duly registered as an FCM or IB with the CFTC CFTC, and (y) is duly registered in each state where the conduct of its business requires such registration, except with respect to this clause (y), to the extent such failure to be registered, individually or in the aggregate, could not reasonably be expected to have a material impact on the business of the Borrower and its Subsidiaries (taken as a whole) ), and (2) if a Foreign Subsidiary, is duly registered as the equivalent of a broker-dealer, FCM or IB with the equivalent foreign regulatory body, in each case where the conduct of its business requires such registration. (iii) To the knowledge of the Loan Parties, no Broker-Dealer Subsidiary or its “associated persons” (as defined in the Securities Exchange Act) is currently ineligible or disqualified pursuant to Section 15, Section 15B or Section 15C of the Securities Exchange Act to serve as a broker or dealer or “associated person” of a broker or dealer except as would not reasonably be expected to have a Material Adverse Effect. (iv) The Loan Parties have delivered or made available to the Lender Administrative Agent a true and correct copy of the currently effective Broker-Dealer Form BD and any amendments thereto filed with the SEC and FINRA by each Broker-Dealer Subsidiary. The information contained in such forms and reports, was, at the time of filing, complete and accurate in all material respects. Each Broker-Dealer Subsidiary has made available to the Lender Administrative Agent a true, correct and complete copy of such entity’s currently effective FINRA Membership Agreement. Each Broker-Dealer Subsidiary has not exceeded in any material way with respect to its business, the business activities enumerated in its FINRA Membership Agreement or any other applicable restriction agreement or other limitations imposed in connection with its FINRA or state registrations or licenses with any other self-regulatory organization or Governmental Authority. (v) To the knowledge of the Loan Parties, no Broker-Dealer Subsidiary has received a notice from the SEC, FINRA, any self-regulatory organization or any other Government Governmental Authority of any alleged rule violation or other circumstance which could reasonably be expected to have a Material Adverse Effect. (vi) No Broker-Dealer Subsidiary is in arrears with respect to any assessment made upon it by the SIPC except as would not reasonably be expected to result in a Material Adverse Effect. (vii) FINRA has been designated as the Designated Examining Authorities for the Broker-Dealer Subsidiaries and is the Broker-Dealer Subsidiaries’ Designated Self-Regulatory Organization.