Common use of Broker-Dealers Clause in Contracts

Broker-Dealers. (a) The Broker-Dealer Subsidiary is a member in good standing with the NASD, and, to the knowledge of the Company, there has not been for the most recent three years, nor is there currently pending or threatened, any inquiry investigation or disciplinary proceeding undertaken by the NASD concerning the Broker-Dealer Subsidiary or any of its officers, directors, registered principals, or registered representatives. (b) The Broker-Dealer Subsidiary is registered with the Central Registration Depository (the "CRD") under CRD Number 7569. (c) The Broker-Dealer Subsidiary is duly registered with the Security Investors Protection Corporation ("SIPC") and has paid or has made adequate provision for the payment of all SIPC assessments as of and through December 31, 2001. (d) The Broker-Dealer Subsidiary has been and is in compliance with the applicable net capital provisions of the Exchange Act and the applicable rules of all self-regulatory organizations including, without limitation, all applicable regulatory net capital requirements (including any applicable "early warning" and "expansion-contraction" capital requirements). (e) The Broker-Dealer Subsidiary has adopted record-keeping systems that comply with the requirements of Section 17 of the Exchange Act and the rules and regulations promulgated thereunder and the rules of any securities exchange having jurisdiction with regard to the Broker-Dealer Subsidiary, and maintains its records in accordance therewith. (f) The Broker-Dealer Subsidiary is not, nor is any Affiliate (as defined below) of it, subject to a "statutory disqualification" as defined in Section 3(a)(39) of the Exchange Act, nor is it subject to a disqualification that would be a basis for censure, limitations on the activities, functions or operations of, or suspension or revocation of, its registration as a broker-dealer under Section 15 of the Exchange Act and, to the Company's knowledge, there is no current investigation, whether formal or informal, or whether preliminary or otherwise, that is reasonably likely to result in, any such censure, limitation, suspension or revocation. No "principals" of the Broker-Dealer Subsidiary (as defined in Section 8a(2) of the Commodity Exchange Act of 1936, as amended (the "Commodity Exchange Act")) are subject to any of the provisions of Section 8 of the Commodity Exchange Act that would permit the Commodity Futures Trading Commission (the "CFTC"), subject to the terms of such section, to refuse to register or to suspend or revoke the registration of any of them. For purposes of this Agreement, "Affiliate" means any person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the subject person. As used in this definition, "control" (including, with its correlative meanings, "controlled by" and "under common control with") shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a subject person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise). With respect to any person who is an individual, "Affiliates" shall also include, without limitation, any member of such individual's family group.

Broker-Dealers. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect: (a) The Each Protective Broker-Dealer Subsidiary is a member in good standing with the NASDand has been, andsince January 1, to the knowledge of the Company2011, there has not been for the most recent three years, nor is there currently pending or threatened, any inquiry investigation or disciplinary proceeding undertaken by the NASD concerning the Broker-Dealer Subsidiary or any of its officers, directors, registered principals, or registered representatives. (b) The Broker-Dealer Subsidiary is registered with the Central Registration Depository (the "CRD") under CRD Number 7569. (c) The Broker-Dealer Subsidiary is duly registered with the Security Investors Protection Corporation ("SIPC") and has paid or has made adequate provision for the payment of all SIPC assessments as of and through December 31, 2001. (d) The Broker-Dealer Subsidiary has been and is in compliance with the applicable net capital provisions of the Exchange Act and the applicable rules of all self-regulatory organizations including, without limitation, all applicable regulatory net capital requirements (including any applicable "early warning" and "expansion-contraction" capital requirements). (e) The Broker-Dealer Subsidiary has adopted record-keeping systems that comply with the requirements of Section 17 of the Exchange Act and the rules and regulations promulgated thereunder and the rules of any securities exchange having jurisdiction with regard to the Broker-Dealer Subsidiary, and maintains its records in accordance therewith. (f) The Broker-Dealer Subsidiary is not, nor is any Affiliate (as defined below) of it, subject to a "statutory disqualification" as defined in Section 3(a)(39) of the Exchange Act, nor is it subject to a disqualification that would be a basis for censure, limitations on the activities, functions or operations of, or suspension or revocation of, its registration as a broker-dealer under the Exchange Act and in all jurisdictions where such registration, licensing or qualification is so required. Since January 1, 2011, none of Protective or the Protective Subsidiaries other than the Protective Broker-Dealers engages or has engaged in Broker-Dealer Activities other than pursuant to an exemption from registration. Each Protective Broker-Dealer is a member of FINRA and such other organizations in which its membership is required in order to conduct its business as now conducted, except as , individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Protective has made available to Dai-ichi accurate and complete copies of each Protective Broker-Dealer’s Form BD as most recently filed with the SEC and all state registration forms, each as amended to the date of this Agreement. The information contained in each such form was accurate and complete in all material respects at the time of filing and each Protective Broker-Dealer has made all amendments to such form as it is required to make under any applicable Law, except as , individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) No Protective Broker-Dealer nor, to the Knowledge of Protective, any “associated person” (within the meaning of the Exchange Act) of any Protective Broker-Dealer is ineligible or disqualified pursuant to Section 15 15(b) of the Exchange Act andto act as a broker-dealer or as an associated person of a registered broker-dealer. There is no Proceeding pending or, to the Company's knowledgeKnowledge of Protective, there is no current investigation, whether formal or informal, or whether preliminary or otherwise, threatened in writing that is would reasonably likely be expected to result in, in any such censure, limitation, suspension or revocation. No "principals" of the Protective Broker-Dealer Subsidiary or, to the Knowledge of Protective, any “associated person” (as defined in Section 8a(2the Exchange Act or the rules under FINRA (the “FINRA Rules”)) thereof becoming ineligible to act in such capacity. (c) Each of the Commodity Exchange Act Protective Broker-Dealers’ respective officers, employees, “associated persons” (as defined under the FINRA Rules) and independent contractors, or any other natural persons who are “associated persons” of 1936Protective or a Protective Subsidiary and who are parties to any selling, distribution or wholesaling agreement to which a Protective Broker- Dealer is a party, who are required under applicable Law to be registered, licensed or qualified as a “registered representative” (as such term is defined under the FINRA Rules) are, and have been since January 1, 2011, duly registered as such and such registrations are and were, since January 1, 2011, in full force and effect, or are or were in the process of being registered as such within the time periods required by any Governmental Authority, as amended (applicable, except as, individually or in the "Commodity Exchange Act")) are subject aggregate, has not had and would not reasonably be expected to any of the provisions of Section 8 of the Commodity Exchange Act that would permit the Commodity Futures Trading Commission (the "CFTC"), subject to the terms of such section, to refuse to register or to suspend or revoke the registration of any of them. For purposes of this Agreement, "Affiliate" means any person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the subject person. As used in this definition, "control" (including, with its correlative meanings, "controlled by" and "under common control with") shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of have a subject person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise). With respect to any person who is an individual, "Affiliates" shall also include, without limitation, any member of such individual's family groupMaterial Adverse Effect.

Broker-Dealers. Section 3.22 of the Company Disclosure Schedule sets forth a list of all the broker-dealers that are subsidiaries of the Company (collectively, the “Company Broker-Dealers”). (a) The Except as has not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) each Company Broker-Dealer Subsidiary is and has been, since January 1, 2012, duly registered as a broker-dealer under the Exchange Act and in all jurisdictions where such registration, licensing or qualification is so required; (ii) since January 1, 2012, none of the Company or any of its subsidiaries other than the Company Broker-Dealers engages or has engaged in activities that would require such person to register with the SEC as a broker or dealer under the Exchange Act, except activities conducted pursuant to an exemption from such registration; and (iii) each Company Broker-Dealer is a member of the Financial Industry Regulatory Authority (“FINRA”) and such other organizations in good standing which its membership is required in order to conduct its business as now conducted. (b) The Company has made available to Parent accurate and complete copies of each Company Broker-Dealer’s Form BD as most recently filed with the NASDSEC and all state registration forms, andeach as amended to the date of this Agreement. The information contained in each such form was accurate and complete in all material respects at the time of filing and each Company Broker-Dealer has made all amendments to such form as it is required to make under any applicable Law, except as has not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) No Company Broker-Dealer nor, to the knowledge of the Company, there has not been for any “associated person” (within the most recent three years, nor is there currently pending or threatened, meaning of the Exchange Act) of any inquiry investigation or disciplinary proceeding undertaken by the NASD concerning the Company Broker-Dealer Subsidiary 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 Proceeding pending or, to the knowledge of the Company, threatened that would reasonably be expected to result in any of its officers, directors, registered principals, or registered representatives. (b) The Company Broker-Dealer Subsidiary is registered with or, to the Central Registration Depository knowledge of the Company, any “associated person” (as defined in the Exchange Act or the rules under FINRA (the "CRD"“FINRA Rules”)) under CRD Number 7569. (c) The Broker-Dealer Subsidiary is duly registered with thereof becoming ineligible to act in such capacity, except as has not had and would not, individually or in the Security Investors Protection Corporation ("SIPC") and has paid or has made adequate provision for the payment of all SIPC assessments as of and through December 31aggregate, 2001reasonably be expected to have a Material Adverse Effect. (d) The To the knowledge of the Company, each of the Company Broker-Dealers’ respective officers, employees, “associated persons” (as defined under the FINRA Rules) and independent contractors, or any other natural persons who are “associated persons” of the Company or any of its subsidiaries and who are parties to any selling, distribution or wholesaling agreement to which a Company Broker-Dealer Subsidiary has been and is in compliance with a party, who are required under applicable Law to be registered, licensed or qualified as a “registered representative” (as such term is defined under the applicable net capital provisions of the Exchange Act and the applicable rules of all self-regulatory organizations including, without limitation, all applicable regulatory net capital requirements (including any applicable "early warning" and "expansion-contraction" capital requirements). (eFINRA Rules) The Broker-Dealer Subsidiary has adopted record-keeping systems that comply with the requirements of Section 17 of the Exchange Act and the rules and regulations promulgated thereunder and the rules of any securities exchange having jurisdiction with regard to the Broker-Dealer Subsidiaryis, and maintains its records have been since January 1, 2012, duly registered as such and such registrations are and were, since January 1, 2012, in accordance therewith. (f) The Broker-Dealer Subsidiary is not, nor is any Affiliate (as defined below) of it, subject to a "statutory disqualification" as defined in Section 3(a)(39) of the Exchange Act, nor is it subject to a disqualification that would be a basis for censure, limitations on the activities, functions or operations of, or suspension or revocation of, its registration as a broker-dealer under Section 15 of the Exchange Act and, to the Company's knowledge, there is no current investigation, whether formal or informal, or whether preliminary or otherwise, that is reasonably likely to result in, any such censure, limitation, suspension or revocation. No "principals" of the Broker-Dealer Subsidiary (as defined in Section 8a(2) of the Commodity Exchange Act of 1936, as amended (the "Commodity Exchange Act")) are subject to any of the provisions of Section 8 of the Commodity Exchange Act that would permit the Commodity Futures Trading Commission (the "CFTC"), subject to the terms of such section, to refuse to register or to suspend or revoke the registration of any of them. For purposes of this Agreement, "Affiliate" means any person that directly, or indirectly through one or more intermediaries, controls, is controlled byfull force and effect, or is under common control withor were in the process of being registered as such within the time periods required by any Governmental Entity, as applicable, except as has not had and would not, individually or in the subject person. As used in this definitionaggregate, "control" (including, with its correlative meanings, "controlled by" and "under common control with") shall mean the possession, directly or indirectly, of the power reasonably be expected to direct or cause the direction of the management or policies of have a subject person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise). With respect to any person who is an individual, "Affiliates" shall also include, without limitation, any member of such individual's family groupMaterial Adverse Effect.

Broker-Dealers. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect: (a) The Each Protective Broker-Dealer Subsidiary is a member in good standing with the NASDand has been, andsince January 1, to the knowledge of the Company2011, there has not been for the most recent three years, nor is there currently pending or threatened, any inquiry investigation or disciplinary proceeding undertaken by the NASD concerning the Broker-Dealer Subsidiary or any of its officers, directors, registered principals, or registered representatives. (b) The Broker-Dealer Subsidiary is registered with the Central Registration Depository (the "CRD") under CRD Number 7569. (c) The Broker-Dealer Subsidiary is duly registered with the Security Investors Protection Corporation ("SIPC") and has paid or has made adequate provision for the payment of all SIPC assessments as of and through December 31, 2001. (d) The Broker-Dealer Subsidiary has been and is in compliance with the applicable net capital provisions of the Exchange Act and the applicable rules of all self-regulatory organizations including, without limitation, all applicable regulatory net capital requirements (including any applicable "early warning" and "expansion-contraction" capital requirements). (e) The Broker-Dealer Subsidiary has adopted record-keeping systems that comply with the requirements of Section 17 of the Exchange Act and the rules and regulations promulgated thereunder and the rules of any securities exchange having jurisdiction with regard to the Broker-Dealer Subsidiary, and maintains its records in accordance therewith. (f) The Broker-Dealer Subsidiary is not, nor is any Affiliate (as defined below) of it, subject to a "statutory disqualification" as defined in Section 3(a)(39) of the Exchange Act, nor is it subject to a disqualification that would be a basis for censure, limitations on the activities, functions or operations of, or suspension or revocation of, its registration as a broker-dealer under the Exchange Act and in all jurisdictions where such registration, licensing or qualification is so required. Since January 1, 2011, none of Protective or the Protective Subsidiaries other than the Protective Broker-Dealers engages or has engaged in Broker-Dealer Activities other than pursuant to an exemption from registration. Each Protective Broker-Dealer is a member of FINRA and such other organizations in which its membership is required in order to conduct its business as now conducted, except as , individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Protective has made available to Dai-ichi accurate and complete copies of each Protective Broker-Dealer's Form BD as most recently filed with the SEC and all state registration forms, each as amended to the date of this Agreement. The information contained in each such form was accurate and complete in all material respects at the time of filing and each Protective Broker-Dealer has made all amendments to such form as it is required to make under any applicable Law, except as , individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) No Protective Broker-Dealer nor, to the Knowledge of Protective, any "associated person" (within the meaning of the Exchange Act) of any Protective Broker-Dealer is ineligible or disqualified pursuant to Section 15 15(b) of the Exchange Act andto act as a broker-dealer or as an associated person of a registered broker-dealer. There is no Proceeding pending or, to the Company's knowledgeKnowledge of Protective, there is no current investigation, whether formal or informal, or whether preliminary or otherwise, threatened in writing that is would reasonably likely be expected to result in, in any such censure, limitation, suspension or revocation. No "principals" of the Protective Broker-Dealer Subsidiary or, to the Knowledge of Protective, any "associated person" (as defined in Section 8a(2) of the Commodity Exchange Act of 1936, as amended or the rules under FINRA (the "Commodity Exchange ActFINRA Rules")) thereof becoming ineligible to act in such capacity. (c) Each of the Protective Broker-Dealers' respective officers, employees, "associated persons" (as defined under the FINRA Rules) and independent contractors, or any other natural persons who are subject "associated persons" of Protective or a Protective Subsidiary and who are parties to any of selling, distribution or wholesaling agreement to which a Protective Broker-Dealer is a party, who are required under applicable Law to be registered, licensed or qualified as a "registered representative" (as such term is defined under the provisions of Section 8 of the Commodity Exchange Act that would permit the Commodity Futures Trading Commission (the "CFTC")FINRA Rules) are, subject to the terms of and have been since January 1, 2011, duly registered as such sectionand such registrations are and were, to refuse to register or to suspend or revoke the registration of any of them. For purposes of this Agreementsince January 1, "Affiliate" means any person that directly2011, in full force and effect, or indirectly through one are or more intermediarieswere in the process of being registered as such within the time periods required by any Governmental Authority, controlsas applicable, is controlled byexcept as, individually or is under common control within the aggregate, the subject person. As used in this definition, "control" (including, with its correlative meanings, "controlled by" has not had and "under common control with") shall mean the possession, directly or indirectly, of the power would not reasonably be expected to direct or cause the direction of the management or policies of have a subject person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise). With respect to any person who is an individual, "Affiliates" shall also include, without limitation, any member of such individual's family groupMaterial Adverse Effect.

Broker-Dealers. (a) The Company Broker-Dealer Subsidiary is and has been, since the Applicable Date, duly registered as a member broker-dealer under the Exchange Act and in good standing with all jurisdictions where such registration, licensing or qualification is so required. Since the NASDApplicable Date, and, to the knowledge none of the Company, there has not been for the most recent three years, nor is there currently pending or threatened, any inquiry investigation or disciplinary proceeding undertaken by the NASD concerning the Broker-Dealer Subsidiary Company or any of its officersSubsidiaries other than the Company Broker-Dealer engages or has engaged in Broker-Dealer Activities other than pursuant to an exemption from registration. The Company Broker-Dealer is a member of FINRA and such other organizations in which its membership is required in order to conduct its business as now conducted, directorsexcept as, registered principalsindividually or in the aggregate, has not had and would not reasonably be expected to result in a Company Material Adverse Effect. The Company has provided or registered representativesotherwise made available to Parent true, complete and correct copies of the Company Broker-Dealer’s Form BD and FOCUS Report as most recently filed with the SEC including all schedules thereto and all state registration forms, each as amended to the date of this Agreement. The information contained in each such form was accurate and complete in all material respects at the time of filing and the Company Broker-Dealer has made all amendments to such form as it is required to make under any applicable Laws, except as, individually or in the aggregate, has not had and would not reasonably be expected to result in a Company Material Adverse Effect. (b) The Neither the Company Broker-Dealer Subsidiary nor, to the Knowledge of the Company, any “associated person” (within the meaning of the Exchange Act) of the Company Broker-Dealer 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 with broker-dealer or is subject to heightened supervision under FINRA Rules. There is no Proceeding pending or, to the Central Registration Depository Knowledge of the Company, threatened in writing that would reasonably be expected to result in the Company Broker-Dealer or, to the Knowledge of the Company, any “associated person” (as defined in the Exchange Act or in the rules adopted by FINRA (the "CRD"“FINRA Rules”)) under CRD Number 7569thereof becoming ineligible to act in such capacity. (c) The Company Broker-Dealer Subsidiary is duly registered with the Security Investors Protection Corporation ("SIPC") and has paid or has made adequate provision for the payment of all SIPC assessments as of and through December 31Dealer’s officers, 2001. (d) The Broker-Dealer Subsidiary has been and is in compliance with the applicable net capital provisions of the Exchange Act and the applicable rules of all self-regulatory organizations includingemployees, without limitation, all applicable regulatory net capital requirements (including any applicable "early warning" and "expansion-contraction" capital requirements). (e) The Broker-Dealer Subsidiary has adopted record-keeping systems that comply with the requirements of Section 17 of the Exchange Act and the rules and regulations promulgated thereunder and the rules of any securities exchange having jurisdiction with regard to the Broker-Dealer Subsidiary, and maintains its records in accordance therewith. (f) The Broker-Dealer Subsidiary is not, nor is any Affiliate “associated persons” (as defined belowunder the FINRA Rules) of itand independent contractors, subject who are required under applicable Laws to be registered, licensed or qualified as a "statutory disqualification" “representative” or “principal” (as such terms are defined under the FINRA Rules) are, and have been since the Applicable Date, duly registered as such and such registrations are and were, since the Applicable Date, in Section 3(a)(39) of the Exchange Act, nor is it subject to a disqualification that would be a basis for censure, limitations on the activities, functions or operations offull force and effect, or suspension are or revocation ofwere in the process of being registered as such within the time periods required by any Governmental Entity, its registration as a broker-dealer under Section 15 of applicable, except as, individually or in the Exchange Act andaggregate, to the Company's knowledge, there is no current investigation, whether formal or informal, or whether preliminary or otherwise, that is has not had and would not reasonably likely be expected to result in, any such censure, limitation, suspension or revocation. No "principals" of the Broker-Dealer Subsidiary (as defined in Section 8a(2) of the Commodity Exchange Act of 1936, as amended (the "Commodity Exchange Act")) are subject to any of the provisions of Section 8 of the Commodity Exchange Act that would permit the Commodity Futures Trading Commission (the "CFTC"), subject to the terms of such section, to refuse to register or to suspend or revoke the registration of any of them. For purposes of this Agreement, "Affiliate" means any person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the subject person. As used in this definition, "control" (including, with its correlative meanings, "controlled by" and "under common control with") shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a subject person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise). With respect to any person who is an individual, "Affiliates" shall also include, without limitation, any member of such individual's family groupCompany Material Adverse Effect.

Broker-Dealers. (a) The Broker-Dealer Subsidiary is a member in good standing with the NASD, and, to the knowledge of the Company, there has not been for the most recent three years, nor is there currently pending or threatened, any inquiry investigation or disciplinary proceeding undertaken by the NASD concerning the Broker-Dealer Subsidiary or any of its officers, directors, registered principals, or registered representatives. (b) The Broker-Dealer Subsidiary is registered with the Central Registration Depository (the "CRD") under CRD Number 7569. (c) The Broker-Dealer Subsidiary is duly registered with the Security Investors Protection Corporation ("SIPC") and has paid or has made adequate provision for the payment of all SIPC assessments as of and through December 31, 2001. (d) The Broker-Dealer Subsidiary has been and is in compliance with the applicable net capital provisions of the Exchange Act and the applicable rules of all self-regulatory organizations including, without limitation, all applicable regulatory net capital requirements (including any applicable "early warning" and "expansion-contraction" capital requirements). (e) The Broker-Dealer Subsidiary has adopted record-keeping systems that comply with the requirements of Section 17 of the Exchange Act and the rules and regulations promulgated thereunder and the rules of any securities exchange having jurisdiction with regard to the Broker-Dealer Subsidiary, and maintains its records in accordance therewith. (f) The Broker-Dealer Subsidiary is not, nor is any Affiliate (as defined below) of it, subject to a "statutory disqualification" as defined in Section 3(a)(39) of the Exchange Act, nor is it subject to a disqualification that would be a basis for censure, limitations on the activities, functions or operations of, or suspension or revocation of, its registration as a broker-dealer under Section 15 of the Exchange Act and, to the Company's knowledge, there is no current investigation, whether formal or informal, or whether preliminary or otherwise, that is reasonably likely to result in, any such censure, limitation, suspension or revocation. No "principals" of the Broker-Dealer Subsidiary (as defined in Section 8a(2) of the Commodity Exchange Act of 1936, as amended (the "Commodity Exchange ActCOMMODITY EXCHANGE ACT")) are subject to any of the provisions of Section 8 of the Commodity Exchange Act that would permit the Commodity Futures Trading Commission (the "CFTC"), subject to the terms of such section, to refuse to register or to suspend or revoke the registration of any of them. For purposes of this Agreement, "AffiliateAFFILIATE" means any person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the subject person. As used in this definition, "control" (including, with its correlative meanings, "controlled by" and "under common control with") shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a subject person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise). With respect to any person who is an individual, "AffiliatesAFFILIATES" shall also include, without limitation, any member of such individual's family group.

Broker-Dealers. Section 3.22 of the Company Disclosure Schedule sets forth a list of all the broker-dealers that are subsidiaries of the Company (collectively, the “Company Broker-Dealers”). (a) The Except as has not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) each Company Broker-Dealer Subsidiary is and has been, since January 1, 2012, duly registered as a broker-dealer under the Exchange Act and in all jurisdictions where such registration, licensing or qualification is so required; (ii) since January 1, 2012, none of the Company or any of its subsidiaries other than the Company Broker-Dealers engages or has engaged in activities that would require such person to register with the SEC as a broker or dealer under the Exchange Act, except activities conducted pursuant to an exemption from such registration; and (iii) each Company Broker-Dealer is a member of the Financial Industry Regulatory Authority (“FINRA”) and such other organizations in good standing which its membership is required in order to conduct its business as now conducted. (b) The Company has made available to Parent accurate and complete copies of each Company Broker-Dealer’s Form BD as most recently filed with the NASDSEC and all state registration forms, andeach as amended to the date of this Agreement. The information contained in each such form was accurate and complete in all material respects at the time of filing and each Company Broker-Dealer has made all amendments to such form as it is required to make under any applicable Law, except as has not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) No Company Broker-Dealer nor, to the knowledge of the Company, there has not been for any “associated person” (within the most recent three years, nor is there currently pending or threatened, meaning of the Exchange Act) of any inquiry investigation or disciplinary proceeding undertaken by the NASD concerning the Company Broker-Dealer Subsidiary 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 Proceeding pending or, to the knowledge of the Company, threatened that would reasonably be expected to result in any of its officers, directors, registered principals, or registered representatives. (b) The Company Broker-Dealer Subsidiary is registered with or, to the Central Registration Depository knowledge of the Company, any “associated person” (as defined in the Exchange Act or the rules under FINRA (the "CRD"“FINRA Rules”)) under CRD Number 7569. (c) The Broker-Dealer Subsidiary is duly registered with thereof becoming ineligible to act in such capacity, except as has not had and would not, individually or in the Security Investors Protection Corporation ("SIPC") and has paid or has made adequate provision for the payment of all SIPC assessments as of and through December 31aggregate, 2001reasonably be expected to have a Material Adverse Effect. (d) The To the knowledge of the Company, each of the Company Broker- Dealers’ respective officers, employees, “associated persons” (as defined under the FINRA Rules) and independent contractors, or any other natural persons who are “associated persons” of the Company or any of its subsidiaries and who are parties to any selling, distribution or wholesaling agreement to which a Company Broker-Dealer Subsidiary has been and is in compliance with a party, who are required under applicable Law to be registered, licensed or qualified as a “registered representative” (as such term is defined under the applicable net capital provisions of the Exchange Act and the applicable rules of all self-regulatory organizations including, without limitation, all applicable regulatory net capital requirements (including any applicable "early warning" and "expansion-contraction" capital requirements). (eFINRA Rules) The Broker-Dealer Subsidiary has adopted record-keeping systems that comply with the requirements of Section 17 of the Exchange Act and the rules and regulations promulgated thereunder and the rules of any securities exchange having jurisdiction with regard to the Broker-Dealer Subsidiaryis, and maintains its records have been since January 1, 2012, duly registered as such and such registrations are and were, since January 1, 2012, in accordance therewith. (f) The Broker-Dealer Subsidiary is not, nor is any Affiliate (as defined below) of it, subject to a "statutory disqualification" as defined in Section 3(a)(39) of the Exchange Act, nor is it subject to a disqualification that would be a basis for censure, limitations on the activities, functions or operations of, or suspension or revocation of, its registration as a broker-dealer under Section 15 of the Exchange Act and, to the Company's knowledge, there is no current investigation, whether formal or informal, or whether preliminary or otherwise, that is reasonably likely to result in, any such censure, limitation, suspension or revocation. No "principals" of the Broker-Dealer Subsidiary (as defined in Section 8a(2) of the Commodity Exchange Act of 1936, as amended (the "Commodity Exchange Act")) are subject to any of the provisions of Section 8 of the Commodity Exchange Act that would permit the Commodity Futures Trading Commission (the "CFTC"), subject to the terms of such section, to refuse to register or to suspend or revoke the registration of any of them. For purposes of this Agreement, "Affiliate" means any person that directly, or indirectly through one or more intermediaries, controls, is controlled byfull force and effect, or is under common control withor were in the process of being registered as such within the time periods required by any Governmental Entity, as applicable, except as has not had and would not, individually or in the subject person. As used in this definitionaggregate, "control" (including, with its correlative meanings, "controlled by" and "under common control with") shall mean the possession, directly or indirectly, of the power reasonably be expected to direct or cause the direction of the management or policies of have a subject person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise). With respect to any person who is an individual, "Affiliates" shall also include, without limitation, any member of such individual's family groupMaterial Adverse Effect.