Common use of Broker-Dealer Subsidiary Clause in Contracts

Broker-Dealer Subsidiary. (a) BB&T has certain Subsidiaries that are broker-dealers (each, a “BB&T Broker-Dealer Subsidiary”). Except as would not reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect on BB&T: (i) each BB&T Broker-Dealer Subsidiary is duly registered under the Exchange Act as a broker-dealer with the SEC and is in compliance with the applicable provisions of the Exchange Act, including the net capital requirements and customer protection requirements thereof; (ii) each BB&T Broker-Dealer Subsidiary is a member in good standing with FINRA and all other required SROs 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 BB&T 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 such registration, license or qualification is in full force and effect and in good standing; and (iv) there is no action, suit, proceeding or investigation pending or, to the knowledge of BB&T, 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 expected to, either individually or in the aggregate, have a Material Adverse Effect on BB&T, (i) none of the BB&T Broker-Dealer Subsidiaries nor any “associated person” thereof (A) 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, (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 BB&T 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, and (ii) there is no action, suit, proceeding or investigation pending or, to the knowledge of BB&T, threatened, that is reasonably likely to result in any such person being deemed ineligible as described in clause (A), subject to a “statutory disqualification” as described in clause (B) or subject to a disqualification as described in clause (C).

Broker-Dealer Subsidiary. (a) BB&T has certain Subsidiaries Section 3.29 of the Xxxxxx Valley Disclosure Schedule lists each Subsidiary of Xxxxxx Valley that are is a broker-dealers dealer (each, a “BB&T Broker-Dealer Subsidiary”). Except as would not reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect on BB&T: (i) each BB&T Each 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; (ii) each BB&T . Each Broker-Dealer Subsidiary is a member in good standing with FINRA and all other required SROs self-regulatory organizations and in compliance in all material respects 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 BB&T self-regulatory organizations. Each Broker-Dealer Subsidiary (and each registered representative thereof) is duly registered, licensed or qualified as a broker-dealer or registered representative, as applicable, representative under, and in compliance in all material respects with, the applicable 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; and (iv) there . There is no action, suit, proceeding or investigation pending or, to the knowledge of BB&TXxxxxx Valley’s knowledge, threatened that would reasonably be likely expected 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 expected toXxxxxx Valley has made available to Sterling true, either individually or in correct and complete copies of each Broker-Dealer Subsidiary’s Uniform Application for Broker-Dealer Registration on Form BD filed since January 1, 2010, reflecting all amendments thereto to the aggregatedate hereof (each, have a Material Adverse Effect on BB&T, (i) none “Form BD”). The Forms BD of the BB&T 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 (A) 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, (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 BB&T 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, and (ii) there is no action, suit, proceeding or investigation pending or, to the knowledge of BB&TXxxxxx Valley’s knowledge, threatened, that is reasonably likely to result in any such person being deemed ineligible as described in clause (A), subject to a “statutory disqualification” as described in clause (B) or subject to a disqualification as described in clause (C). (d) Neither Xxxxxx Valley 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 Subsidiary. (a) BB&T has certain Subsidiaries Section 3.28 of the Susquehanna Disclosure Schedule lists each Subsidiary of Susquehanna that are is a broker-dealers dealer (each, a “BB&T Broker-Dealer Subsidiary”). Except as would not reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect on BB&T: (i) each BB&T Each 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; (ii) each BB&T . Each Broker-Dealer Subsidiary is a member in good standing with FINRA and all other required SROs and in compliance in all material respects 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 BB&T . Each 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 in all material respects with, the applicable 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; and (iv) there . There is no action, suit, proceeding or investigation pending or, to the knowledge of BB&TSusquehanna’s knowledge, 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 qualificationsqualifications in any material respect. (b) Except as would not reasonably be expected toSusquehanna has made available to Parent true, either individually or in correct and complete copies of each Broker-Dealer Subsidiary’s Uniform Application for Broker-Dealer Registration on Form BD filed since January 1, 2011, reflecting all amendments thereto to the aggregatedate hereof (each, have a Material Adverse Effect on BB&T, (i) none “Form BD”). The Forms BD of the BB&T Broker-Dealer Subsidiaries are in compliance in all material respects with the applicable requirements of the Exchange Act. (c) None of the Broker-Dealer Subsidiaries nor any “associated person” thereof (A) 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, (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 BB&T 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, and (ii) there is no action, suit, proceeding or investigation pending or, to the knowledge of BB&TSusquehanna’s knowledge, threatened, that is reasonably likely to result in any such person being deemed ineligible as described in clause (A), subject to a “statutory disqualification” as described in clause (B) or subject to a disqualification as described in clause (C). (d) Neither Susquehanna 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 applicable laws or regulations.

Broker-Dealer Subsidiary. (a) BB&T SunTrust has certain Subsidiaries that are broker-dealers (each, a “BB&T SunTrust Broker-Dealer Subsidiary”). Except as would not reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect on BB&TSunTrust: (i) each BB&T SunTrust Broker-Dealer Subsidiary is duly registered under the Exchange Act as a broker-dealer with the SEC and is in compliance with the applicable provisions of the Exchange Act, including the net capital requirements and customer protection requirements thereof; (ii) each BB&T SunTrust Broker-Dealer Subsidiary is a member in good standing with FINRA and all other required SROs 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 BB&T SunTrust 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 such registration, license or qualification is in full force and effect and in good standing; and (iv) there is no action, suit, proceeding or investigation pending or, to the knowledge of BB&TSunTrust, 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 expected to, either individually or in the aggregate, have a Material Adverse Effect on BB&TSunTrust, (i) none of the BB&T SunTrust Broker-Dealer Subsidiaries nor any “associated person” thereof (A) 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, (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 BB&T SunTrust 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, and (ii) there is no action, suit, proceeding or investigation pending or, to the knowledge of BB&TSunTrust, threatened, that is reasonably likely to result in any such person being deemed ineligible as described in clause (A), subject to a “statutory disqualification” as described in clause (B) or subject to a disqualification as described in clause (C).

Broker-Dealer Subsidiary. (a) BB&T Capital One has certain Subsidiaries that are broker-dealers (each, a “BB&T Capital One Broker-Dealer Subsidiary”). Except as would not reasonably be expected toto have, either individually or in the aggregate, have a Material Adverse Effect on BB&TCapital One: (i) each BB&T Capital One Broker-Dealer Subsidiary is duly registered under the Exchange Act as a broker-dealer with the SEC and is in compliance with the applicable provisions of the Exchange Act, including the net capital requirements and customer protection requirements thereof; (ii) each BB&T Capital One Broker-Dealer Subsidiary is a member in good standing with FINRA and all other required SROs 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 BB&T Capital One 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 such registration, license or qualification is in full force and effect and in good standing; and (iv) there is no action, suit, proceeding or investigation pending or, to the knowledge of BB&TCapital One, 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 expected toto have, either individually or in the aggregate, have a Material Adverse Effect on BB&TCapital One, (i) none of the BB&T Capital One Broker-Dealer Subsidiaries nor any “associated person” thereof (A) 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, (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 BB&T Capital One 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, and (ii) there is no action, suit, proceeding or investigation pending or, to the knowledge of BB&TCapital One, threatened, that is reasonably likely to result in any such person being deemed ineligible as described in clause (A), subject to a “statutory disqualification” as described in clause (B) or subject to a disqualification as described in clause (C).

Broker-Dealer Subsidiary. (ai) BB&T has certain Subsidiaries that are Except as set forth in Section 3.01(y) of the Company Disclosure Schedule, the Company is not conducting any broker-dealers /dealer business and the only Subsidiary conducting broker/dealer business is Xxxxx Securities Inc. (each, a the “BB&T Broker-Dealer BD Subsidiary”). Except as would not reasonably be expected to, either individually or Section 3.01(y)(i) of the Company Disclosure Schedule lists all of the jurisdictions in which the aggregate, have a Material Adverse Effect on BB&T: (i) each BB&T Broker-Dealer BD Subsidiary is duly registered under the Exchange Act as a broker-dealer with dealer. To the SEC Company’s Knowledge, each such registration is, and has been since the date any such registration was initially required, in full force and effect. Except as set forth in Section 3.01(y)(i) of the Company Disclosure Schedule, none of the Company nor any of its Subsidiaries, including the BD Subsidiary, is required to be registered as a broker-dealer, investment adviser or transfer agent in compliance with any jurisdiction in order to conduct the applicable provisions business presently conducted by the Subsidiaries. Each “associated person” of the BD Subsidiary (as defined in the Exchange Act), including that is required, in order to conduct its securities broker-dealer business as it is now conducted, to be registered as a registered principal or registered representative with any Governmental Entity or under Applicable Law is so registered and is and has been since the net capital requirements and customer protection requirements thereof; (ii) each BB&T Broker-Dealer date any such registration was initially required while an associated person of the BD Subsidiary. The BD Subsidiary is a member in good standing of the National Association of Securities Dealers, Inc., the Securities Investor Protection Corporation and such other organizations in which its membership is required in order to conduct its securities broker dealer business as now conducted. (ii) Regulatory Filings Except as set forth in Section 3.01(y)(ii) of the Company Disclosure Schedule, the BD Subsidiary has filed all reports, statements, documents, registrations, filings or submissions required to be filed with FINRA any Governmental Entity, all such registrations, reports, statements, documents, filings and all other required SROs and submissions were 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 BB&T Broker-Dealer Subsidiary (and each registered representative thereof) is duly registered, licensed or qualified as a broker-dealer or registered representative, as applicable, underApplicable Laws when filed, and in compliance with, the applicable laws did not contain any untrue statement of all jurisdictions in which it is material fact or omit to state a material fact required to be so registered and each stated therein or necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, except where such registrationnoncompliance with Applicable Law is not reasonably expected to have a Material Adverse Effect. Except as set forth in Section 3.01(y)(ii) of the Company Disclosure Schedule, license or qualification is no deficiencies have been asserted in full force and effect and in good standing; and (iv) there is no action, suit, proceeding or investigation pending writing or, to the knowledge of BB&TCompany’s Knowledge, threatened that would reasonably be likely to lead orally by any such Governmental Entity with respect to the revocationBD Subsidiary’s operations, amendment, failure to renew, limitation, suspension or restriction of any such registrations, licenses and qualificationsfilings or submissions that have not been satisfied. (biii) No Disqualification Except as would not reasonably be expected to, either individually or set forth in the aggregate, have a Material Adverse Effect on BB&T, (iSection 3.01(y)(iii) none of the BB&T Broker-Dealer Subsidiaries Company Disclosure Schedule, neither the BD Subsidiary nor any “associated person” thereof (A) 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, (B) is subject to a “statutory disqualification” (as such terms are defined in Section 3(a)(39) of the Exchange Act Act) or (C) is subject to a disqualification that which would be a basis for censure, limitations on the activities, functions or operations of, or suspension or revocation of the registration of any BB&T Brokerbroker-Dealer Subsidiary dealer affiliate of the Subsidiaries as a broker-dealer, municipal securities dealer, government securities broker or government securities dealer under Section Sections 15, Section 15B or Section 15C of the Exchange Act. (iv) Net Capital As measured on the last day of the month ending immediately preceding the date hereof and as of the last day of the month immediately preceding the Effective Time, the BD Subsidiary has or will have net capital (as defined in Rule 15c3-1 under the Exchange Act) that satisfies the minimum net capital requirements of the Exchange Act and (ii) there is no action, suit, proceeding or investigation pending or, to the knowledge laws of BB&T, threatened, that is reasonably likely to result any jurisdiction in any such person being deemed ineligible as described in clause (A), subject to a “statutory disqualification” as described in clause (B) or subject to a disqualification as described in clause (C)which the BD Subsidiary conducts business.

Broker-Dealer Subsidiary. (a) BB&T Capital One has certain Subsidiaries that are broker-dealers (each, a “BB&T Capital One Broker-Dealer Subsidiary”). Except as would not reasonably be expected toto have, either individually or in the aggregate, have a Material Adverse Effect on BB&TCapital One: (i) each BB&T Capital One Broker-Dealer Subsidiary is duly registered under the Exchange Act as a broker-dealer with the SEC and is in compliance with the applicable provisions of the Exchange Act, including the net capital requirements and customer protection requirements thereof; (ii) each BB&T Capital One Broker-Dealer Subsidiary is a member in good standing with FINRA and all other required SROs 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 BB&T Capital One 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 such registration, license or qualification is in full force and effect and in good standing; and (iv) there is no action, suit, proceeding or investigation pending or, to the knowledge of BB&TCapital One, 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 expected toto have, either individually or in the aggregate, have a Material Adverse Effect on BB&T, Capital One, (i) none of the BB&T Capital One Broker-Dealer Subsidiaries nor any “associated person” thereof (A) 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, (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 BB&T 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, and (ii) there is no action, suit, proceeding or investigation pending or, to the knowledge of BB&T, threatened, that is reasonably likely to result in any such person being deemed ineligible as described in clause (A3(a), subject to a “statutory disqualification” as described in clause (B) or subject to a disqualification as described in clause (C).

Broker-Dealer Subsidiary. (a) BB&T has certain Subsidiaries that are Chartwell TSC Securities Corp. is the only Company Subsidiary registered, or required to be registered, as a broker-dealers dealer under the Exchange Act (each, a “BB&T Company Broker-Dealer Subsidiary”). Except as would not reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect on BB&T: (i) each BB&T The Company Broker-Dealer Subsidiary is duly registered under the Exchange Act as a broker-dealer with the SEC is, and is in compliance with the applicable provisions of the Exchange Acthas been at all times since January 1, including the net capital requirements and customer protection requirements thereof; (ii) each BB&T Broker-Dealer Subsidiary is a member in good standing with FINRA and all other required SROs 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 BB&T Broker-Dealer Subsidiary (and each registered representative thereof) is 2018, duly registered, licensed or qualified as a broker-dealer or registered representative, as applicable, underunder the Exchange Act, and in compliance withunder the securities Laws of each jurisdiction where the conduct of its business requires such registration, the applicable laws of all jurisdictions in which it is required licensing or qualification, except for any failure to be so registered and each registered, licensed or qualified in any such registration, license jurisdiction or qualification is to be in full force and effect and in good standing; and (iv) there is no action, suit, proceeding or investigation pending or, to the knowledge of BB&T, threatened such compliance that would reasonably be likely to lead to the revocationnot, amendment, failure to renew, limitation, suspension or restriction of any such registrations, licenses and qualifications. (b) Except as would not reasonably be expected to, either individually or in the aggregate, have be material to the Company and the Company Subsidiaries, taken as a Material Adverse Effect on BB&T, (i) none of the BB&T whole. The Company Broker-Dealer Subsidiaries nor Subsidiary is a member in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and each other self-regulatory organization where the conduct of its business requires such membership, except where the failure to be in such good standing would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. The Company Broker-Dealer Subsidiary currently maintains, and since January 1, 2018 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 Company Broker-Dealer Subsidiary, and in an amount sufficient to ensure that it is not required to file a notice under Rule 17a-11 under the Exchange Act. Neither the Company Broker-Dealer Subsidiary nor, to the Company’s knowledge, any of its respective Affiliates or “associated personpersons” thereof (as defined in the Exchange Act) is (A) is or has been ineligible pursuant to Section 15(b) of the Exchange Act to serve as a broker-dealer or as an “associated person person” of a brokerBroker-dealer under Section 15(b) of the Exchange ActDealer, (B) is subject to a “statutory disqualification” as defined in Section 3(a)(39) of the Exchange Act or Act, (C) subject to any material disciplinary proceedings or Orders that would be required to be disclosed on Form BD or Forms U-4 or U-5 (and which disciplinary proceedings or Orders are not actually disclosed on such person’s current Form BD or current Forms U-4 or U-5) to the extent that such Person or its associated persons is required to file such forms, or (D) 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 BB&T Broker-Dealer Subsidiary such person 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 (ii) there is no action, suit, proceeding or investigation pending or, to the knowledge of BB&T, threatened, that is reasonably likely to result in any such person being deemed ineligible as described in clause (A), subject to a “statutory disqualification” as described in clause (B) or subject to a disqualification as described in clause (C).

Broker-Dealer Subsidiary. (a) BB&T has certain Subsidiaries that are broker-dealers (each, a “BB&T Broker-Dealer Subsidiary”). Except as would not reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect on BB&T: (i) each BB&T Each Broker-Dealer Subsidiary is duly registered under the Exchange Act as a "broker-dealer with the SEC " and is in compliance with the applicable provisions of a "dealer" under the Exchange Act, including is duly registered or licensed as a "broker" and a "dealer" in each jurisdiction in which the conduct of its business requires it to so register or be licensed, and is in compliance, in all material respects, with all federal and state laws, rules and regulations relating to registration and licensing as a "broker" and a "dealer" thereunder (including, without limitation, all applicable net capital requirements and customer protection requirements thereof; (ii) each BB&T requirements). Each Broker-Dealer Subsidiary is a member in good standing with FINRA of the SIPC, the NASD and all each other required SROs and in compliance with all applicable rules and regulations of FINRA and any such SRO national securities exchange of which it is currently or has within the last two calendar years been a member or member, except, in the case of any national securities exchange (other than the NASD) for which otherwise has authority over it; (iii) each BB&T 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 failure to be so registered and each such registration, license or qualification is in full force and effect and in good standing; and (iv) there is no action, suit, proceeding or investigation pending or, to the knowledge of BB&T, 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 expected toa member, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on BB&T, (i) none of the BB&T Effect. Each Broker-Dealer Subsidiaries Subsidiary has filed all registrations, reports, statements, notices and other filings (including, without limitation, Form BD), and all amendments and supplements to any of the foregoing, required to be filed with any applicable Governmental Authority, in each case copies of the most recent form of which have been delivered to the Lender prior to the Closing Date; all such registrations, reports, statements, notices and filings comply, in all material respects, with the requirements of the Exchange Act and the NASD and any other applicable federal and state law, rule or regulation, and the information set forth therein is complete and correct in all material respects. Neither any Broker-Dealer Subsidiary or any of its Subsidiaries, nor any “"associated person” thereof " (A) is or as defined in the Exchange Act), thereof, has been ineligible to serve as a broker-dealer or an associated person engaged in the type of a broker-dealer under conduct specified in Section 15(b) of the Exchange ActAct at any time prior to the Closing Date that could reasonably be expected to result in any action by the Securities and Exchange Commission or any other applicable Governmental Authority to suspend, (B) is subject to revoke, prohibit or terminate the registration of any Broker-Dealer Subsidiary or any of its Subsidiaries or its Affiliates as a “statutory disqualification” as defined in Section 3(a)(39) of "broker" or a "dealer" under the Exchange Act or (C) is subject to a disqualification that would be a basis for censureany other applicable federal or state law, limitations on the activities, functions rule or operations of, or suspension or revocation of the registration of any BB&T 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, and (ii) there is no action, suit, proceeding or investigation pending or, to the knowledge of BB&T, threatened, that is reasonably likely to result in any such person being deemed ineligible as described in clause (A), subject to a “statutory disqualification” as described in clause (B) or subject to a disqualification as described in clause (C)regulation.