Common use of Broker-Dealer Subsidiaries Clause in Contracts

Broker-Dealer Subsidiaries. (a) Each Mercantile Bankshares Subsidiary that is a broker-dealer (a "BROKER-DEALER SUBSIDIARY") is duly registered under the Exchange Act as a broker-dealer with the SEC, and is in compliance in all material respects with the applicable provisions of the Exchange Act, including the net capital requirements and customer protection requirements thereof. Each Broker-Dealer Subsidiary is a member in good standing with all required SROs and in compliance in all material respects with all applicable rules and regulations of such SROs. Each Broker-Dealer Subsidiary and registered representative is duly registered, licensed or qualified as a broker-dealer or registered representative under, and in compliance in all material respects with, the applicable laws and regulations of all jurisdictions in which it is required to be so registered and each such registration, license or qualification is in full force and effect and in good standing. There is no action, suit, proceeding or investigation pending or, to the knowledge of Mercantile Bankshares, threatened that would reasonably be expected to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such registrations, licenses and qualifications. (b) Mercantile Bankshares has made available to PNC true, correct and complete copies of each Broker-Dealer Subsidiary's Uniform Application for Broker-Dealer Registration on Form BD filed since January 1, 2005, reflecting all amendments thereto to the date hereof (each, a "FORM BD"). The Forms BD of the Broker-Dealer Subsidiaries are in compliance in all material respects with the applicable requirements of the Exchange Act and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) None of the Broker-Dealer Subsidiaries nor any "associated person" thereof (i) is subject to a "statutory disqualification" as such terms are defined in the Exchange Act, or (ii) 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 Broker-Dealer Subsidiary as broker-dealer, municipal securities dealer, government securities broker or government securities dealer under Section 15, Section 15B or Section 15C of the Exchange Act. (d) Subject to the foregoing, neither Mercantile Bankshares nor its Subsidiaries is required to be registered as a commodity trading advisor, commodity pool operator, futures commission merchant or introducing broker under any laws or regulations.

Broker-Dealer Subsidiaries. (a) Each Mercantile Bankshares Hibernia Subsidiary that is a broker-dealer (a "BROKER“Broker-DEALER SUBSIDIARY"Dealer Subsidiary”) is duly registered under the Exchange Act as a broker-dealer with the SEC, and is in compliance in all material respects with the applicable provisions of the Exchange Act, including the net capital requirements and customer protection requirements thereof. Each Broker-Dealer Subsidiary is a member in good standing with all required SROs and in compliance in all material respects with all applicable rules and regulations of such SROs. Each Broker-Dealer Subsidiary and registered representative is duly registered, licensed or qualified as a broker-dealer or registered representative under, and in compliance in all material respects with, the applicable laws and regulations of all jurisdictions in which it is required to be so registered and each such registration, license or qualification is in full force and effect and in good standing. Section 3.21(a) of the Hibernia Disclosure Schedule lists all of the SROs of which each Broker-Dealer Subsidiary is a member. There is no action, suit, proceeding or investigation pending or, to the knowledge of Mercantile BanksharesHibernia, threatened that would reasonably be expected to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such registrations, licenses and qualifications. (b) Mercantile Bankshares Hibernia has made available to PNC Capital One true, correct and complete copies of each Broker-Dealer Subsidiary's ’s Uniform Application for Broker-Dealer Registration on Form BD filed since January 1, 20052003, reflecting all amendments thereto filed with the SEC to the date hereof (each, a "FORM “Form BD"”). The Forms BD of the Broker-Dealer Subsidiaries are in compliance in all material respects with the applicable requirements of the Exchange Act and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) None of the Broker-Dealer Subsidiaries nor any "“associated person" ” thereof (i) is subject to a "“statutory disqualification" ” as such terms are defined in the Exchange Act, or (ii) 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 Broker-Dealer Subsidiary as broker-dealer, municipal securities dealer, government securities broker or government securities dealer under Section 15, Section 15B or Section 15C of the Exchange Act. (d) Subject to the foregoing, neither Mercantile Bankshares Hibernia nor its Subsidiaries is required to be registered as a commodity trading advisor, commodity pool operator, futures commission merchant or introducing broker under any laws or regulations.

Broker-Dealer Subsidiaries. (a) Each Mercantile Bankshares Company Subsidiary that is a broker-dealer (a "BROKER“Broker-DEALER SUBSIDIARY"Dealer Subsidiary”) is duly registered under the Exchange Act as a broker-dealer with the SEC, and is in compliance in all material respects with the applicable provisions of the Exchange Act, including the net capital requirements and customer protection requirements thereof. Each Broker-Dealer Subsidiary is a member in good standing with all required SROs and in compliance in all material respects with all applicable rules and regulations of such SROs. Each Broker-Dealer Subsidiary and registered representative is duly registered, licensed or qualified as a broker-dealer or registered representative under, and in compliance in all material respects with, the applicable laws and regulations of all jurisdictions in which it is required to be so registered and each such registration, license or qualification is in full force and effect and in good standing. There is no action, suit, proceeding or or, to the Company’s knowledge, investigation pending or, to the knowledge of Mercantile Banksharesthe Company, threatened that would reasonably be expected to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such registrations, licenses and qualifications. (b) Mercantile Bankshares The Company has made available to PNC Parent true, correct and complete copies of each Broker-Dealer Subsidiary's ’s Uniform Application for Broker-Dealer Registration on Form BD filed since January 1, 20052004, reflecting all amendments thereto to the date hereof (each, a "FORM “Form BD"”). The Forms BD of the Broker-Dealer Subsidiaries are in compliance in all material respects with the applicable requirements of the Exchange Act and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) None of the Broker-Dealer Subsidiaries nor any "“associated person" ” thereof (i) is subject to a "“statutory disqualification" ” as such terms are defined in the Exchange Act, or (ii) 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 Broker-Dealer Subsidiary as broker-dealer, municipal securities dealer, government securities broker or government securities dealer under Section 15, Section 15B or Section 15C of the Exchange Act. (d) Subject to the foregoing, neither Mercantile Bankshares the Company nor any of its Subsidiaries is required to be registered as a commodity trading advisor, commodity pool operator, futures commission merchant or introducing broker under any laws or regulations.

Broker-Dealer Subsidiaries. (a) Each Mercantile Bankshares North Fork Subsidiary that is a broker-dealer (a "BROKER-DEALER SUBSIDIARY") is duly registered under the Exchange Act as a broker-dealer with the SEC, and is in compliance in all material respects with the applicable provisions of the Exchange Act, including the net capital requirements and customer protection requirements thereof. Each Broker-Dealer Subsidiary is a member in good standing with all required SROs and in compliance in all material respects with all applicable rules and regulations of such SROs. Each Broker-Dealer Subsidiary and registered representative is duly registered, licensed or qualified as a broker-dealer or registered representative under, and in compliance in all material respects with, the applicable laws and regulations of all jurisdictions in which it is required to be so registered and each such registration, license or qualification is in full force and effect and in good standing. There is no action, suit, proceeding or investigation pending or, to the knowledge of Mercantile BanksharesNorth Fork, threatened that would reasonably be expected to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such registrations, licenses and qualifications. (b) Mercantile Bankshares North Fork has made available to PNC Capital One true, correct and complete copies of each Broker-Dealer Subsidiary's Uniform Application for Broker-Dealer Registration on Form BD filed since January 1, 20052003, reflecting all amendments thereto to the date hereof (each, a "FORM BD"). The Forms BD of the Broker-Dealer Subsidiaries are in compliance in all material respects with the applicable requirements of the Exchange Act and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) None of the Broker-Dealer Subsidiaries nor any "associated person" thereof (i) is subject to a "statutory disqualification" as such terms are defined in the Exchange Act, or (ii) 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 Broker-Dealer Subsidiary as broker-dealer, municipal securities dealer, government securities broker or government securities dealer under Section 15, Section 15B or Section 15C of the Exchange Act. (d) Subject to the foregoing, neither Mercantile Bankshares North Fork nor its Subsidiaries is required to be registered as a commodity trading advisor, commodity pool operator, futures commission merchant or introducing broker under any laws or regulations.

Broker-Dealer Subsidiaries. (a) Each Mercantile Bankshares Company Subsidiary that is a broker-dealer (a "BROKER“Broker-DEALER SUBSIDIARY"Dealer Subsidiary“) is duly registered under the Exchange Act as a broker-dealer with the SEC, and is in compliance in all material respects with the applicable provisions of the Exchange Act, including the net capital requirements and customer protection requirements thereof. Each Broker-Dealer Subsidiary is a member in good standing with all required SROs and in compliance in all material respects with all applicable rules and regulations of such SROs. Each Broker-Dealer Subsidiary and registered representative is duly registered, licensed or qualified as a broker-dealer or registered representative under, and in compliance in all material respects with, the applicable laws and regulations of all jurisdictions in which it is required to be so registered and each such registration, license or qualification is in full force and effect and in good standing. There is no action, suit, proceeding or or, to the Company’s knowledge, investigation pending or, to the knowledge of Mercantile Banksharesthe Company, threatened that would reasonably be expected to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such registrations, licenses and qualifications. (b) Mercantile Bankshares The Company has made available to PNC Parent true, correct and complete copies of each Broker-Dealer Subsidiary's ’s Uniform Application for Broker-Dealer Registration on Form BD filed since January 1, 20052004, reflecting all amendments thereto to the date hereof (each, a "FORM “Form BD"“). The Forms BD of the Broker-Dealer Subsidiaries are in compliance in all material respects with the applicable requirements of the Exchange Act and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) None of the Broker-Dealer Subsidiaries nor any "“associated person" ” thereof (i) is subject to a "“statutory disqualification" ” as such terms are defined in the Exchange Act, or (ii) 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 Broker-Dealer Subsidiary as broker-dealer, municipal securities dealer, government securities broker or government securities dealer under Section 15, Section 15B or Section 15C of the Exchange Act. (d) Subject to the foregoing, neither Mercantile Bankshares the Company nor any of its Subsidiaries is required to be registered as a commodity trading advisor, commodity pool operator, futures commission merchant or introducing broker under any laws or regulations.

Broker-Dealer Subsidiaries. (a) Each Mercantile Bankshares North Fork Subsidiary that is a broker-dealer (a "BROKER“Broker-DEALER SUBSIDIARY"Dealer Subsidiary”) is duly registered under the Exchange Act as a broker-dealer with the SEC, and is in compliance in all material respects with the applicable provisions of the Exchange Act, including the net capital requirements and customer protection requirements thereof. Each Broker-Dealer Subsidiary is a member in good standing with all required SROs and in compliance in all material respects with all applicable rules and regulations of such SROs. Each Broker-Dealer Subsidiary and registered representative is duly registered, licensed or qualified as a broker-dealer or registered representative under, and in compliance in all material respects with, the applicable laws and regulations of all jurisdictions in which it is required to be so registered and each such registration, license or qualification is in full force and effect and in good standing. There is no action, suit, proceeding or investigation pending or, to the knowledge of Mercantile BanksharesNorth Fork, threatened that would reasonably be expected to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such registrations, licenses and qualifications. (b) Mercantile Bankshares North Fork has made available to PNC Capital One true, correct and complete copies of each Broker-Dealer Subsidiary's ’s Uniform Application for Broker-Dealer Registration on Form BD filed since January 1, 20052003, reflecting all amendments thereto to the date hereof (each, a "FORM “Form BD"”). The Forms BD of the Broker-Dealer Subsidiaries are in compliance in all material respects with the applicable requirements of the Exchange Act and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) None of the Broker-Dealer Subsidiaries nor any "“associated person" ” thereof (i) is subject to a "“statutory disqualification" ” as such terms are defined in the Exchange Act, or (ii) 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 Broker-Dealer Subsidiary as broker-dealer, municipal securities dealer, government securities broker or government securities dealer under Section 15, Section 15B or Section 15C of the Exchange Act. (d) Subject to the foregoing, neither Mercantile Bankshares North Fork nor its Subsidiaries is required to be registered as a commodity trading advisor, commodity pool operator, futures commission merchant or introducing broker under any laws or regulations.

Broker-Dealer Subsidiaries. (a) Each Mercantile Bankshares Company Subsidiary that is a broker-dealer (a "BROKER“Broker-DEALER SUBSIDIARY"Dealer Subsidiary”) is duly registered under the Exchange Act as a broker-dealer with the SEC, and is in compliance in all material respects with the applicable provisions of the Exchange Act, including the net capital requirements and customer protection requirements thereof. Each Broker-Dealer Subsidiary is a member in good standing with all required SROs and in compliance in all material respects with all applicable rules and regulations of such SROs. Each Broker-Dealer Subsidiary and registered representative is duly registered, licensed or qualified as a broker-dealer or registered representative under, and in compliance in all material respects with, the applicable laws and regulations of all jurisdictions in which it is required to be so registered and each such registration, license or qualification is in full force and effect and in good standing. There is no action, suit, proceeding or investigation pending or, to the knowledge of Mercantile BanksharesSeller, threatened that would reasonably be expected to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such registrations, licenses and qualifications. (b) Mercantile Bankshares Seller has made available to PNC Purchaser true, correct and complete copies of each Broker-Dealer Subsidiary's ’s Uniform Application for Broker-Dealer Registration on Form BD filed since January 1, 2005, reflecting all amendments thereto to the date hereof (each, a "FORM “Form BD"”). The Forms BD of the Broker-Dealer Subsidiaries are in compliance in all material respects with the applicable requirements of the Exchange Act and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) None of the Broker-Dealer Subsidiaries nor any "“associated person" ” thereof (i) is subject to a "“statutory disqualification" ” as such terms are defined in the Exchange Act, or (ii) 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 Broker-Dealer Subsidiary as broker-dealer, municipal securities dealer, government securities broker or government securities dealer under Section 15, Section 15B or Section 15C of the Exchange Act. (d) Subject to the foregoing, neither Mercantile Bankshares the Company nor its Subsidiaries is required to be registered as a commodity trading advisor, commodity pool operator, futures commission merchant or introducing broker under any laws or regulations.

Broker-Dealer Subsidiaries. (ai) Each Mercantile Bankshares Subsidiary Sales Package Company that is a broker-dealer (a "BROKER“Broker-DEALER SUBSIDIARY"Dealer Subsidiary”) is duly registered under the Exchange Act as a broker-dealer with the SEC, SEC and is in compliance in all material respects with the applicable provisions of the Exchange Act, including the net capital requirements and customer protection requirements thereof. Each Broker-Dealer Subsidiary is a member in good standing with all required SROs self-regulatory organizations and in compliance in all material respects with all applicable rules and regulations of such SROsself-regulatory organizations. Each Broker-Dealer is a member in good standing of the Securities Investor Protection Corporation. Each Broker-Dealer Subsidiary and registered representative is duly registered, licensed or qualified as a broker-dealer or registered representative under, and in compliance in all material respects with, the applicable laws and regulations Laws of all jurisdictions in which it is required to be so registered and each such registration, license or qualification is in full force and effect and in good standing. There is no action, suit, proceeding or investigation Action pending or, to the knowledge of Mercantile BanksharesSellers’ knowledge, threatened that would reasonably be expected to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such registrations, licenses and qualifications. (bii) Mercantile Bankshares has Sellers have made available to PNC Purchaser true, correct and complete copies of each Broker-Dealer Subsidiary's ’s Uniform Application for Broker-Dealer Registration on Form BD filed since January 1, 20052007, reflecting all amendments thereto to the date hereof (each, a "FORM “Form BD"”). The Forms BD of the Broker-Dealer Subsidiaries are in compliance in all material respects with the applicable requirements of the Exchange Act and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading at the time such statements were made. (ciii) None of the Broker-Dealer Subsidiaries nor Sales Package Companies or, to the knowledge of sellers, any "of their respective directors, officers, employees or associated person" thereof persons (i) is or has been ineligible to serve as a broker-dealer or an associated person of a broker-dealer under Section 15(b) of the Exchange Act, (ii) is subject to a "“statutory disqualification" ” as such terms are defined in Section 3(a)(39) of the Exchange Act, Act or (iiiii) 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 Broker-Dealer Subsidiary Sales Package Company as broker-dealer, municipal securities dealer, government securities broker or government securities dealer under Section 15, Section 15B or Section 15C of the Exchange Act, and except as has not had, nor is reasonably likely to have, a Material Adverse Effect, there is no Action pending or to Sellers’ knowledge threatened, that is reasonably likely to result in any such person being deemed ineligible as described in clause (i), subject to a “statutory disqualification” as described in clause (ii) or subject to a disqualification as described in clause (iii). (div) Subject to None of the foregoing, neither Mercantile Bankshares nor its Subsidiaries Sales Package Companies is required to be registered as a commodity trading advisor, commodity pool operator, futures commission merchant or introducing broker under any laws or regulations.