证淮右悼际灾唤灰字氐愎槟桑河屑壑と涞直Ｖそ鸬募扑_证券从业资格考试交易指导-中华考试网
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保证金及担保物管理
　　(一)有价证券充抵保证金的计算(熟悉)
　　充抵保证金的有价证券，在计算保证金金额时应当以证券市值按下列折算率进行折算：
　　1.上证180指数成分股股票及深证100指数成分股股票折算率最高不超过70%，其他股票折算率最高不超过65%。
　　2.交易所交易型开放式指数基金折算率最高不超过90%。
　　3.国债折算率最高不超过95%。
　　4.其他上市证券投资基金和债券折算率最高不超过80%。
　　沪、深交易所融资融券可充抵保证金范围和折算率如图所示：
　　上交所融资融券可充抵保证金证券范围和折算率
可充抵保证金证券品种
上证180指数成分股
非上证180指数成分股
被实行特别处理和被暂停上市的A股
交易所交易型开放式指数基金（ETF）
其他上市基金
其他上市债券
　　深交所融资融券可充抵保证金证券范围和折算率
可充抵保证金证券品种
深证100指数成分股
非深证100指数成分股
被实行特别处理和被暂停上市的A股
交易所交易型开放式指数基金（ETF）
其他上市基金
　　▲交易所可根据市场情况调整可充抵保证金证券的名单和折算率。
　　▲证券公司公布的可充抵保证金证券的名单，不得超出交易所公布的可充抵保证金证券范围。
　　▲证券公司可以根据流动性、波动性等指标对可充抵保证金的各类证券确定不同的折算率，但证券公司公布的折算率不得高于交易所规定的标准。
　　(二)融资融券保证金比例及计算(熟悉)
　　客户融资买入证券时，融资保证金比例不得低于50%。
(三)保证金可用余额及计算(熟悉)
　　客户融资买入或融券卖出时所使用的保证金不得超过其保证金可用余额。
　　保证金可用余额是指客户用于充抵保证金的现金、证券市值及融资融券交易产生的浮盈经折算后形成的保证金总额，减去客户未了结融资融券交易已占用保证金和相关利息、费用的余额。
　　当融资买入证券市值低于融资买入金额或融券卖出证券市值高于融券卖出金额时，折算率按100%计算。
责编：june
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有价证券的定义是什么,有哪些种类
证券是商品经济和社会生产所带来的产物，所以这个证券的流量是非常巨大的，证券的意义也是非常大的，能够给出有力的凭证，那么有价证券是什么意思呢。小编通过你的问题带来了“有价证券的定义是什么，有哪些种类”的内容，希望对你有帮助。有价证券的定义是什么，有哪些种类一、概况有价证券有广义与狭义两种概念，广义的有价证券包括商品证券、货币证券和资本证券。狭义的有价证券是资本证劵。二、商品证券商品证券是证明持券人有商品所有权或使用权的凭证，取得这种证券就等于取得这种商品的运货单运货单所有权，持券者对这种证券所代表的商品所有权受法律保护。属于商品证券的有提货单、运货单、仓库栈单等。三、货币证券货币证券是指本身能使持券人或第三者取得货币索取权的有价证券，货币证券主要包括两大类：一类是商业证券，主要包括和商业本票;另一类是银行证券，主要包括、和支票。四、资本证券资本证券是指由金融投资或与金融投资有直接联系的活动而产生的证券。持券人对发行人有一定的收入请求权，它包括股票、债券及其衍生品种如基金证券、可转换证券等。资本证券是有价证券的主要形式，狭义的有价证券即指资本证券。在日常生活中，人们通常把狭义的有价证券——资本证券直接称为有价证券乃至证券。证券是商品经济和社会化大生产发展的产物，其含义非常广泛。从法律意义上说，证券是指各类记载并代表一定权利的法律凭证的统称，用以证明持券人有权依其所持证券记载的内容而取得应有的权益。从一般意义上来说，证券是指用以证明或设定权利所做成的书面凭证，它表明证券持有人或第三者有权取得该证券拥有的特定权益，或证明其曾经发生过的行为。有价证券上标有票面金额，证明持券人有权按期取得一定收入并可自由转让和买卖的所有权或债权凭证，这类证券本身没有价值，但由于它代表着一定量的财产权利，持有者可凭以直接取得一定量的商品、货币，或是取得利息、股息等收入，因而可以在证券市场上买卖和流通，客观上具有了交易价格。影响有价证券价格的因素很多，主要是预期收入和市场利率，因此，有价证券价格实际上是资本化了的收入。所以，这里的valuable中的value是一种预期的价值，而非实际的价值，既然好似预期，就存在风险、存在变数。对于你提出的“有价证券的定义是什么，有哪些种类”问题，标有票面金额，用于证明持有人或该证券指定的特定主体对特定财产拥有所有权或债权的凭证就是我们说的有价证券，有价证券的分类有资本证券，货币证券，商品证券。你可以咨询华律网的律师。延伸阅读：
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证券服务机构相关知识
买房一般也是可以进行按揭的，按揭买房也就是对于一般的没有足够的钱就可以利用这种情况进行购买房屋，所以这种情况下也是比较常见的。那么，有关住房按揭属于证券化吗？面就由华律网小编为读者进行相关知识的解答，希望对大家有所帮助。
融资是一个企业的资金筹集的行为与过程，而且简单的来说也是一种交易。而且实际生活中融资是有一个融资利息的，是融资人给券商一定的费用是按百分比计算的，关于证券公司融资利息是多少的问题，下面华律网的小编为大家整理了相关内容，来为大家解答。
证券市场对我国经济的影响是比较大的，企业上市是公司融资的重要途径，而证券市场也是我国投资者投资的重要渠道，而我国为了保护投资者的利益推出了很多的保护法，那么最新证券投资者保护基金管理办法条例全文是怎样的?下面由华律网小编为读者进行相关知识的解答。
类似于一般公司筹建过程中需要提交申请材料，证券公司也需要向有关部门提交材料，证券公司一般是指成立专门经营证券类的业务，是独立的法人而形成的公司，那么证券公司筹建需要哪些申请材料呢，华律网小编整理了相关的内容，希望对您有帮助。
证券法法律咨询
学生就应该服从学校的统一安排。。。。
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不能撤资退股，只能转让。。。
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可以申请劳动仲裁
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可以先用∪盘考下来自己看。
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证券服务机构相关专题有价证劵质押协议(中英文）
AGREEMENT OF SECURITIES PLEDGE
DEFINITION
SECTION 3& NATURE OF LOAN AND
SECTION 4& SCOPE OF PLEDGE AND
REDELIVERY OF THE PLEDGED COLLATERAL
SECTION 5& REPRESENTATIONS AND
WARRANTIES&
SECTION 6& AFFIRMATIVE
COVENANTS&
SECTION 7& APPOINTMENT OF AGENTS
AND ACTIONS BY LENDER
SECTION 8&
SALE AND TREATMENT OF PLEDGED COLLATERAL
SECTION 9& DIVIDENDS AND VOTING
SECTION 10& RIGHTS AND
SECTION 11& APPLICATION OF
PROCEEDS OF PLEDGED COLLATERAL IN EVENT OF DEFAULT
SECTION 12& COMPLIANCE WITH
SECURITIES LAWS
SECTION 13 &MONETARY
SECTION 14& MISCELLANEOUS
DEFINITION
Defined Terms.& Unless otherwise
expressly specified herein, defined terms denoting the singular
number shall, when in the plural form, denote the plural number of
the matter or item to which such defined terms refer, and
vice-versa.& The Section, Schedule
and Exhibit headings used in this Pledge Agreement are descriptive
only and shall not affect the construction or meaning of any
provision of this Agreement.& Unless otherwise
specified, the words “hereof,” “herein,” “hereunder” and other
similar words refer to this Pledge Agreement as a whole and not
just to the Section, subsection or clause in
and the words “this Agreement” refer to this Pledge Agreement.
Unless otherwise specified, references to Sections, Recitals,
Schedules and Exhibits are references to Sections of, and Recitals,
Schedules and Exhibits to this Agreement.
&Statements
as to Knowledge. Any statements, representations or warranties
which are based upon the knowledge of the Pledgor shall be deemed
to have been made after due inquiry with respect to the matter in
2.1 Pledge
by Pledgor.& The Pledgor hereby
pledges, and assigns to the Lender, and hereby transfers to the
Lender all right, title, ownership and interest in and to (all the
foregoing herein called the “Pledge”), the following described
property hereinafter called the “Pledged Collateral”:& the ______ shares of
______ (&&&&
), together with any certificates, whether physical or electronic,
evidencing such shares (collectively, the “Pledged Shares”) and all
cash, instruments, securities or other property representing a
dividend or other distribution on any of the Pledged Shares, or
representing a distribution or return of capital upon or in respect
of the Pledged Shares, or resulting from a split-up, revision,
reclassification or other like change of the Pledged Shares or
otherwise received in exchange therefore, and any warrants, rights
or options issued to the holders of, or otherwise in respect of,
the Pledged Shares, and all proceeds thereof (collectively, the
“Pledged Collateral”).
SECTION 3& NATURE OF LOAN AND
Non-Recourse Loan and Pledge.& The Lender agrees,
for itself, its representatives, successors and assigns
that:& (i)
neither the Pledgor, nor any representative, successor, assign or
affiliate of the Pledgor, shall be personally liable for the
Principal Loan A and (ii) the Lender, and any such
representative, successor or assignee, shall look only to the
property identified in this Pledge Agreement for payment of the
Obligations and will not make any claim or institute any action or
proceeding against the Pledgor, or any representatives, successors,
assigns or affiliate of the Pledgor, for any deficiency remaining
after collection upon the Pledged Collateral, except as provided
however, notwithstanding the foregoing, the Pledgor is and will
remain personally liable for any deficiency remaining after
collection of the Pledges Collateral to the extent of any loss
suffered by Lender, or its representatives, successors, endorsees
or assigns, is caused by Pledgor based in whole or in part upon
damages arising from any fraud, misrepresentations or the breach of
any representation, warranty or agreement in the Loan
Documents.
SECTION 4 &SCOPE OF PLEDGE AND
REDELIVERY OF THE PLEDGED COLLATERAL
4.1 Pledge
Absolute. The Pledgor hereby agrees that this Pledge Agreement
shall be binding upon the Pledgor and that the Pledge of the
Pledged Collateral hereunder shall be binding upon the Pledgor and
that the Pledge of the Pledged Collateral hereunder shall be
irrevocable and unconditional, irrespective of the validity,
legality or enforceability of the Loan Agreement and any other Loan
Document, even in the absence of any action to enforce the same,
the waiver or consent by the Lender with respect to any provision
thereof, or any action to enforce the same or any other similar
circumstances. The Pledgor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of
merger or bankruptcy of the Pledgor, any notice to require a
proceeding first against the Pledgor or any other Person, protest
or notice with respect to indebtedness evidenced hereby and all
demands whatsoever, and covenants that this Agreement will remain
in full force and effect so long as any Obligations under the Loan
Agreement remains unpaid.
Termination and Redelivery of the Pledged Collateral. This
Agreement shall terminate when all of the Pledgor’s Obligations
have been paid in full. Within five business days of the Pledgor’s
satisfaction of the Obligations, the Lender shall reassign all
right, title, ownership and interest in identical securities, as
described in IRC & 1058 to the Pledgor and redeliver the Pledged
Collateral, without recourse or warranty, at the sole expense of
the Lender. The Lender shall also deliver appropriate instruments
of reassignment and release. Provided, however, that this Agreement
shall be reinstated if any payment in respect of the Obligations is
rescinded, invalidated, declared to be fraudulent or preferential
or otherwise required to be restored or returned by the Lender for
any reason, including without limitation by reason of the
insolvency or bankruptcy of the Pledgor or any other person. For
the purpose of this Pledge Agreement and the Loan Documents, a
return of identical securities means a return of the Pledged Shares
as modified as a result of any split-up, revision, reclassification
or other like change of the Pledged Shares. Any cash or shares
tendered to buy down the Loan due to the occurrence of an Event of
Default are not subject to redelivery and do not become part of the
Pledged Collateral.
This Pledge Agreement and the Loan Documents are not intended to,
nor do they, reduce the risk of loss or opportunity for gain for
either the Pledgor or Lender, as transferor of the shares, at any
given time, in the securities transferred.& See, IRC & 1058(b)
Pledgor, as transferor of the securities (specifically, the Pledged
Collateral), retains all opportunity for gain or loss on the
securities over the term of the Agreement and at its maturity and
termination.&
SECTION 5& REPRESENTATIONS AND
WARRANTIES&
Representations and Warranties. The Pledgor hereby represents and
warrants as follows:&
Pledgor has legal title to the Pledged Shares and is the sole
record and beneficial owner of the Pledged Shares.& The Pledgor has good
and lawful authority to Pledge all of the Pledged Shares in the
manner hereby done or contemplated. The Pledged Shares are not now
subject to any Liens, security interests, charges or encumbrances
of any kind or nature. The Pledged Shares are not subject to any
contractual statutory or regulatory or other restriction upon the
transfer thereof, and no right, warrant or option to acquire any of
the Pledged Shares exists in favor of any other Person.&
Pledged Shares are freely tradable and transferable securities and
do not bear any restrictive legend.& No authorizations,
approvals and consents, and no filings or registrations with any
governmental or regulatory authority or agency or any other Person
are necessary for the execution, delivery or performance by the
Pledgor of this Agreement or for the validity or enforceability
execution, delivery and performance of this Agreement by the
Pledgor, the Pledge of the Pledged Collateral pursuant hereto and
the incurrence and performance of the obligations provided for
herein will not (1) violate any law or regulation applicable to the
Pledgor or any of its assets, (2) violate or constitute (with due
notice or lapse of time or both) a default under any provision of
any indenture, agreement, license or other instrument to which the
Pledgor is a party or by which he or any of his properties may be
bound or affected, (3) violate any order of any court, tribunal or
governmental agency binding upon the Pledgor or any of its
properties or (4) result in the creation or imposition of any lien
or encumbrance of any nature whatsoever upon any assets or revenues
of the Pledgor.
Pledgor is not in violation of any applicable United States federal
or state applicable law or regulation, or in default with respect
to any order, writ, injunction or decree of any court, or in
default under any order, license, regulation or demand of any
governmental agency, which violation or default could affect the
validity or enforceability of this Agreement or any related
document or prevent the Pledgor from performing any of his
obligations hereunder or under any related documents.
(e) if any
additional item of collateral other than the Pledged Shares is
pledged hereunder, the Pledgor represents and warrants that
additional collateral is subject to and conforms to the
aforementioned representations and warranties, & 5.1(a)&(d)
information, schedules, exhibits and reports furnished by the
Pledgor to the Lender in connection with the negotiation and
preparation of this Agreement did not contain any omissions or
misstatements of fact which would make the statements contained
therein misleading or incomplete in any material
Agreement constitutes the legal, valid and binding obligation of
the Pledgor, enforceable against the Pledgor in accordance with its
SECTION 6& AFFIRMATIVE
COVENANTS&
and Liens.&
The Pledgor hereby agrees that, unless the Lender shall otherwise
agree in writing, until the payment in full of the Obligations the
Pledgor (i) shall defend its title to the Pledged Collateral
against all claims and demands whatsoever that are adverse to the
Lender, (ii) shall not create, incur, assume or suffer to exist any
Liens, security interests, charges or encumbrances of any kind or
nature (other than those created hereunder) in any Pledged
Collateral and (iii) shall not sell, assign, transfer, exchange or
otherwise dispose of, or grant any option or other right with
respect to, any Pledged Shares. The Pledgor shall, upon demand of
the Lender, do the following: furnish further assurances of title,
execute any written agreement or do any other act(s) necessary to
effectuate the purposes and provisions of this Pledge Agreement,
execute any instrument, document or statement required by law or
otherwise in order to perfect, continue or preserve the interests
of the Lender in the Pledged Collateral and pay all filing or other
costs incurred in connection therewith.
Perfection of Interest.& Upon the Lender’s
request the Pledgor will make, execute, acknowledge and deliver,
and file and record in the proper filing and recording places, all
such instruments (including, without limitation, duly executed
blank stock powers and other instruments of transfer or assignment
satisfactory in form and substance to the Lender), and take all
such action, as the Lender may reasonably deem necessary or
advisable to carry out the intent and purpose of this Pledge
Agreement and to establish and maintain in favor of the Lender a
valid and enforceable interest in the Pledged Collateral and that
are superior and prior to the rights and interests of all other
persons or entities.&&
SECTION 7& APPOINTMENT OF AGENTS
AND ACTIONS BY LENDER
Lender’s Appointment of Agent and Lender’s Rights. The Lender shall
have the right to appoint one or more agents for the purpose of
receiving possession of the certificates representing or evidencing
the Pledged Collateral, which may be held in the name of the Lender
or any nominee of the Lender or any agent appointed by the Lender.
In addition to all other rights possessed by the Lender, the Lender
may, at the Lender’s sole discretion and without notice to the
Pledgor, take any or all of the following actions:& (a) sell some or all
of the Pledged Collateral and take control of any proceeds from the
sale of the Pledged C and (b) exchange certificates or
instruments representing or evidencing Pledged Collateral for
certificates or instruments of smaller or larger denominations for
any purpose consistent with its rights under this Pledge
Agreement.&
All powers of the Lender under this Section 7 shall be in addition
to, and not supersede or replace, the rights of the Lender under
Section 8 hereof and the rights of the Lender under the Loan
Documents.
SECTION 8& SALE AND TREATMENT OF
PLEDGED COLLATERAL
Authority and Right to Sell and Buy Pledged Collateral.& The Pledgor
acknowledges that the Lender has the absolute right to sell and buy
any or all of the Pledged Collateral during the term of the Loan
and this Agreement.& However, the Lender
shall be under no obligation to sell or otherwise dispose of any
Pledged Collateral or to cause any Pledged Collateral to be sold or
otherwise disposed of.& In the event of a
diminution in the fair market value of the Pledged Collateral, the
failure of the Lender to dispose of the Collateral shall under no
circumstances be deemed a failure to exercise reasonable care in
the custody or preservation of the Pledged Collateral.& Any such sale or
other disposition of any Pledged Collateral shall be deemed to be
commercially reasonable under the Uniform Commercial Code, fully
authorized and approved by the Pledgor pursuant to this Pledge
Agreement and the Loan Documents, and otherwise proper in all
respects.&&
Actions by Lender.& Pledgor further
acknowledges and agrees that as long as the Loan Principal Amount
or the Obligations remain due and outstanding, Lender may take any
and all actions with respect to the Pledged Collateral as the
Lender, in its sole and absolute discretion, may deem to be
advisable, including, without limitation, selling and buying some
or all of the Pledged Collateral, utilizing the Pledged Collateral
as a part of hedging transactions, transferring the Pledged
Collateral within or among one or more depositary accounts, and
creating and trading derivative instruments that are backed, in
whole or in part, by the Pledged Collateral.& Lender is under no
obligation to sequester, hold, retain or escrow the Pledged
Collateral in any manner, nor keep it apart from any other assets
of Lender, and Lender may combine the Pledged Collateral, in whole
or in part, with any other assets.
Obligation to Apply Money or Funds Received in Respect to the Use
of Pledged Collateral.& Notwithstanding
Section 9-207 of the UCC, Lender has no obligation to apply money
or funds received in respect of the sale, pledge, assignment,
investment, use, or other disposition of any Pledged Collateral to
reduce the Loan Principal Amount, the Obligations, or any other
obligation under the Loan Agreement.
8.4 Rights
Under Uniform Commercial Code.& In addition to the
rights and remedies granted to the Lender in this Pledge Agreement
and in any other instrument or agreement securing, evidencing or
relating to any of the Obligations, the Lender shall have all the
rights and remedies of a secured party under the Uniform Commercial
Code.& The
Lender shall have the right in its sole discretion to determine
which rights, security, liens, guaranties or remedies it shall
retain, pursue, release, subordinate, modify or enforce, without in
any way modifying, affecting or diminishing any of the other of
them or any of the Lender’s rights hereunder.
SECTION 9& DIVIDENDS AND VOTING
Dividends, Interest and Other Distributions.& The Pledgor, as the
transferor of the stock, shall receive from EFH a payment or credit
against interest due of an amount equivalent to all interest
dividends and other distributions which the beneficial owner of
those securities is entitled to receive during the period of the
loan which ends with the transfer of identical securities back to
the Pledgor when all outstanding principal, interest and other
amounts due under the Agreement are paid and all obligations of the
Pledgor are extinguished.& See, IRC & 1058(b)(2)
(hereinafter referred to as the “Dividend Amount”).
EFHSee, IRC
1058(b)(2)
Dividend Amount shall be first credited against any interest due
and unpaid for the quarter which is unpaid and accruing at the time
the Dividend Amount is actually paid out to
shareholders.& To the extent the
Dividend Amount is less than the quarterly interest payment owed by
the Pledgor, the Pledgor shall remain obligated to pay the net
amount of interest due to the Lender.
(b) To the
extent the Dividend Amount exceeds the quarterly interest payment
owed by the Pledgor after first crediting the Dividend Amount
against any interest due and unpaid for the quarter as described in
Section 9.1(a) above, the Lender shall so notify the Pledgor in
writing and pay, in due course, any excess remaining after
crediting the Dividend Amount to the Pledgor.
Rights and Powers.& All voting or other
such consensual rights and powers transfer to the
The Lender will not exercise any voting or other such consensual
rights or powers under the terms of this Agreement.&&
SECTION 10& RIGHTS AND
Rights Upon Default. Upon the occurrence of an Event of Default
under the Loan Agreement or under the Pledge Agreement which
remains uncured, the Obligations, together with any accrued and
unpaid interest thereon, shall be immediately due and payable
without notice or demand, presentment, or protest, all of which are
hereby expressly waived.
time after the occurrence of an Event of Default which remains
uncured, Lender may exercise the rights and remedies afforded to it
under the Loan Agreement, which rights and remedies are herein
incorporated by reference.& To the extend the
Lender has not already done so, under Section 8 the Lender may sell
or otherwise dispose of the Pledged Collateral as the Lender’s own
property. Pledgor agrees that Lender may or may not proceed, as it
determines in its sole discretion, with any or all rights,
benefits, and remedies which it may have against Pledgor and in
regard to the Pledged Collateral.
SECTION 11& APPLICATION OF
PROCEEDS OF PLEDGED COLLATERAL IN EVENT OF DEFAULT
Application of Proceeds of Collateral Upon Sale. In the event of a
default, the Lender shall apply the proceeds of the sale of any
Pledged Collateral held by the Lender at the time that the Lender
chooses to exercise its rights in an event of default as follows:
(i) first,
if applicable, to the payment to or reimbursement of Lender for any
fees and expenses for which it is entitled to be paid or reimbursed
pursuant to the Loan D
second, if applicable, to the interest compounding at the Default
third, to the payment of any accrued and unpaid interest due under
the Loan A and
fourth, to such use as the Lender may elect (it being understood
that Lender shall have no obligation to credit such payment to
principal except to the extent that principal is due).
Section 11.1 does not modify or supersede the Lender’s rights under
Section 8 of this Pledge Agreement to sell any or all of the
Pledged Collateral during the term of the Loan or otherwise take
actions with respect to the Pledged Collateral nor does it require
that the Lender apply the proceeds of the sale of any Pledged
Collateral that may occur during the term of the Loan to reduce the
Loan Principal Amount or any other Obligation.
SECTION 12& COMPLIANCE WITH
SECURITIES LAWS
Covenants by Pledgor.& The Pledgor agrees to
do or cause to be done all such other acts and things as may be
necessary to make any sale or disposition of any portion or all of
the Pledged Shares by the Lender hereunder valid and binding and in
compliance with any and all applicable securities laws and
regulations, orders, writs, injunctions, decrees or awards of any
and all courts, arbitrators or governmental instrumentalities,
domestic or foreign, having jurisdiction over any such sale or
sales or dispositions, all at the Pledgor’s sole
The Pledgor further agrees that a breach of any of the covenants
contained in this Section 12 will cause irreparable injury to the
Lender, that the Lender has no adequate remedy at law in respect of
such breach and agrees that each and every covenant contained in
this Section 12 shall be specifically enforceable against the
Pledgor, and the Pledgor hereby waives and agrees not to assert any
defenses against an action for specific performance of such
covenants, except for a defense that all of the Obligations have
been paid in full or that the Lender has released the Pledged
SECTION 13 MONETARY RELIEF&
Arbitrations seeking monetary relief less than $100,000.00 in the
aggregate will be held within the federal judicial district
encompassing the city where Pledgor resides or is
Arbitrations seeking monetary relief of $100,000.00 or more in the
aggregate will be held in Indianapolis, Indiana.
100,000.00100,000.00
Lender will pay up to $2,500.00 in fees charged by the arbitration
administrator for Claim(s) asserted by Pledgor in the arbitration,
after Pledgor has paid an amount equivalent to the fee, if any, had
such Claim(s) been filed in state or federal court (whichever is
less) in the judicial district in which Pledgor resides or is
AGREEMENT IS FULLY BINDING IN THE EVENT THAT A CLASS ACTION OR
SIMILAR LAWSUIT IS FILED IN WHICH PLEDGOR WOULD BE A CLASS
REPRESENTATIVE OR MEMBER.& PLEDGOR AND LENDER
AGREE THAT THERE SHALL BE NO CLASS OR CONSOLIDATED ARBITRATION OF
ANY CLAIM.&
FURTHERMORE, CLAIMS BROUGHT BY OR ON BEHALF OF OTHER PLEDGORS MAY
NOT BE CONSOLIDATED WITH OR ARBITRATED IN ANY ARBITRATION
PROCEEDING THAT IS CONSIDERING PLEDGOR’S CLAIMS UNLESS SAID OTHER
PLEDGORS ARE PARTIES TO THE SAME LOAN AGREEMENT.& SIMILARLY, PLEDGOR
MAY NOT JOIN WITH OTHER PLEDGORS TO BRING CLAIMS IN THE SAME
ARBITRATION PROCEEDING UNLESS ALL OF SUCH OTHER PLEDGORS ARE PARTY
TO THE SAME LOAN TRANSACTION.
&SECTION 14& MISCELLANEOUS
Subrogation.& Notwithstanding any
payment or payments made by the Pledgor hereunder, the receipt of
any amounts by the Lender with respect to the Pledged Collateral or
any setoff or application of funds of the Pledgor by the Lender,
the Pledgor shall not be entitled to be subrogated to any of the
rights of the Lender.
W Cumulative Remedies.& No course of dealing
between the Pledgor and the Lender, no failure on the part of the
Lender to exercise, and no delay in exercising, any right, power or
remedy hereunder shall operate nor shall any
single or partial exercise of any such right, power or remedy by
the Lender preclude any other or further exercise thereof or the
exercise of any other right, power or remedy.& All remedies
hereunder are cumulative and not exclusive of any other remedies
provided by law, including without limitation the rights and
remedies of a secured party under the Uniform Commercial
Addresses for Notices.& All notices,
requests, demands, instructions, directions and other
communications provided for hereunder shall be in writing and shall
be mailed (by registered or certified mail, postage prepaid) or
delivered to the applicable party at the address specified for such
party on the first page of this Agreement or, as to any party, to
such other address as such party shall specify by a notice in
writing to the other party hereto.& Each notice, request,
demand, instruction, direction or other communication provided for
hereunder shall be deemed delivered (i) if by mail, five business
days after being deposited in the mail, addressed to the applicable
party at its address set forth above, (ii) if by hand or by
overnight courier, when delivered to the applicable party at such
Severability.& Any provision of this
Agreement that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
such provision unenforceable in any other jurisdiction.
Further Assurances.& The Pledgor agrees to
do such further reasonable acts and things, and to execute and
deliver such additional conveyances, assignments, agreements and
instruments, as the Lender may at any time request in connection
with the administration or enforcement of this Pledge Agreement in
order better to assure and confirm unto the Lender rights, powers
and remedies hereunder.& The Pledgor hereby
consents and agrees that any registrar or transfer agent for any of
the Pledged Collateral shall be entitled to accept the provisions
hereof as conclusive evidence of the right of the Lender to effect
any sale or transfer notwithstanding any other notice or direction
to the contrary given by the Pledgor.&&
Binding A Assignment.& This Agreement shall
be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns, except that the Pledgor
may not and shall not assign this Agreement or any interest herein
or in the Pledged Collateral or any part thereof, or otherwise
pledge, encumber or grant any option with respect to the Pledged
Collateral or any part thereof, without the prior written consent
of the Lender.& The Lender may assign
this Agreement and its rights and remedies hereunder in whole or in
part to any assignee of the Obligations or any portion
Governing Law.& This Agreement shall
be governed by, and shall be construed in accordance with, the laws
of the State of Indiana without reference to its principles of
Conflicts of Law.
Consent to Jurisdiction: V Jury Trial Waiver.& Subject to Section 14
of this Agreement, Pledgor hereby consents to the jurisdiction of
all the courts of the State of Indiana, including Federal Courts,
for the purpose of any suit, action or other proceeding arising out
of any of Pledgor’s obligations under or with respect to this
Agreement, and expressly waives any and all objections Pledgor may
have as to venue in any of such courts.& In addition, Pledgor
consents to the service of process by United States certified or
registered mail, return receipt request, addressed to Pledgor at
the address provided herein.& Pledgor also, to the
extent permitted by law, waives trial by jury in any action brought
on or with respect to this Agreement and agrees that in the event
this Agreement shall be successfully enforced by suit or otherwise,
Pledgor will reimburse the holder or holders of the Obligations,
upon demand, for all reasonable expenses incurred in connection
therewith, including, without limitation, reasonable attorneys’
fees and expenses.
Amendments.& No provision of this
Agreement may be amended, waived or modified, and (unless otherwise
provided herein) no item of Pledged Collateral may be released,
except in a writing signed by the Pledgor and the
Expenses.&
The Pledgor hereby agrees to reimburse the Lender for the
enforcement of the Lender’s rights under this Agreement, the sale
of the Pledged Collateral or any part thereof and the collection of
payments due under or in respect of the Pledged Collateral and all
amounts due under this Agreement.
Waiver of Notice of Acceptance.& The Pledgor hereby
waives notice of the making of any Loan or the issuance of the Note
and notice from the Lender of its acceptance of and reliance upon
this Agreement.
Execution in Counterparts.& This Agreement may be
executed in any number of counterparts and by different parties on
separate counterparts, all of which when taken together shall
constitute but one and the same agreement.&
Translations of Agreement.& In the event that
this Agreement is translated into a language other than English,
such translation is intended to assist the Borrower in
understanding the terms and conditions of this Agreement and is not
intended, and shall not comprise, an enforceable
Agreement.&
To the extent that any conflict exists between a translation of
this Agreement and the English language version of this Agreement,
the English language version shall prevail and be
conclusive.& All notices,
communications or documents exchanged under this Agreement or
delivered under it shall be in the English language or accompanied
by an English translation of it.&
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