BROKER LOAN PLEDGE AND SECURITY AGREEMENT
Dated as of October 24th, 1989
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This Broker Loan Pledge and Security Agreement is executed by the Debtor
in favor of The First National Bank of Chicago.
1. DEFINITIONS:
As used in this Security Agreement:
"Bank" means The First National Bank of Chicago, its branches,
subsidiaries and affiliates and their successors and assigns.
"Collateral" means all of the following, wherever located, in which the
Debtor now has or hereafter acquires any interest including all cash and
non-cash proceeds and records relating thereto and all dividends, interest,
income, distributions, collections and any other rights or property which the
owner would be entitled to receive with respect to, or in substitution or
exchange for, any of the following: all Pledged Securities; all deposits with
the Bank; and all other property delivered or pledged to the Bank or in which
the Bank is granted a security interest or which is actually or
constructively held by or in the possession of the Bank or its agent or
designee, including, without limitation, any such property which is in any
account with the Bank or any account which is owned by, pledged to, or
controlled by, the Bank with a clearing corporation, custodian, trust
company, bank, broker, clearing company, Federal Reserve Bank or other
entity, and further including, without limitation, property delivered for
safekeeping, collection, pledge or transmission.
"Collateral Schedule" shall mean the schedules, lists, descriptions or
other communications (including by electronic data entry, telex and facsimile
transmission) delivered or transmitted to the Bank or its agent or designee
pursuant to Section 5 hereof, each of which shall constitute a part of this
Security Agreement.
"Customer Securities" means Securities carried by the Debtor for the
account of any customer within the meaning of Rules 8c-1 and 15c2-1 of the
Securities and Exchange Commission.
"Debtor" means the undersigned party designated as "Debtor" on the
signature page hereof.
"Default" means an event described in Section 6 hereof.
"Firm Securities" means Securities owned by the Debtor for its own
account.
"Lien" means any security interest, mortgage, pledge, hypothecation,
lien, claim, charge, encumbrance, title retention, agreement or lessor's
interest, in or on any property.
"Obligations" means any and all existing and future indebtedness,
obligation and liability of every kind, nature and character, direct or
indirect, absolute or contingent (including all renewals, extensions and
modifications thereof and all fees, costs and expenses incurred by the Bank
in connection with the documentation, administration, collection or
enforcement thereof), of the Debtor to the Bank, howsoever and whensoever
created, arising, evidenced or acquired.
"Pledged Securities" means all Securities delivered to the Bank, its
agent or designee, including without limitation, those held by a depository,
clearing corporation or similar entity.
"Section" means a numbered section of this Security Agreement, unless
another document is specifically referenced.
"Security" and "Securities" shall mean instruments, certificated and
uncertificated securities, stocks, notes, bonds, debentures, government
securities, options, warrants, pass through certificates, and certificates of
deposit and any other security defined as such under the Illinois Uniform
Commercial Code, as amended from time to time.
"Security Agreement" means this Broker Loan Pledge and Security
Agreement, as it may be amended from time to time.
The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms.
2. GRANT OF SECURITY INTEREST.
The Debtor hereby pledges and assigns to the Bank and grants to the Bank
a continuing security interest in, and right of offset against, the
Collateral to secure payment of the Obligations provided, however, that
Customer Securities shall secure the Obligations only to the extent described
in Section 12 hereof.
3. REPRESENTATIONS AND WARRANTIES.
The Debtor represents and warrants to the Bank that:
3.1. EXISTENCE AND STANDING. The Debtor, if a corporation, is duly
organized and is validly existing and in good standing under the laws of its
jurisdiction of incorporation or organization, and the Debtor has all
requisite authority to conduct its business in each jurisdiction in which its
business is conducted.
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3.2 AUTHORIZATION, VALIDITY AND ENFORCEABILITY. The execution and delivery
by the Debtor, if a corporation or partnership, of this Security Agreement
has been duly authorized by proper corporate or partnership proceedings, as
applicable, and this Security Agreement constitutes a legal, valid and
binding obligation of the Debtor and creates a security interest which is
enforceable against the Debtor in all now owned and hereafter acquired
Collateral.
3.3 FIRM SECURITIES. Each Pledged Security which is a Firm Security will,
at the time of pledge, be owned by the Debtor free and clear of any liens,
security interests or encumbrances, except for the security interest granted
to the Bank hereunder.
3.4 CUSTOMER SECURITIES. It is a broker or dealer as defined in the
Securities Exchange Act of 1934, as amended, and that the pledge of the
Securities designated as Customer Securities does not and will not contravene
any provision of Rules 8c-1 or 15c2-1 of the Securities and Exchange
Commission in effect from time to time. The Debtor has full power and
authority from each customer to pledge the Customer Securities and to permit
such Securities to be commingled with securities carried for the account of
other customers of the Debtor.
3.5 REGULATION U. In accordance with Section 2(c) of Regulation U of the
Board of Governors of the Federal Reserve System, it is subject to Regulation
T promulgated by such Board of Governors and does not extend or maintain
credit to or for customers except in accordance with the provisions of such
Regulation T. The Debtor further represents and warrants to the Bank that (i)
the proceeds of all extensions of credit constituting the Obligations shall
be used for one or more of the special purposes described in, and shall meet
the conditions of, Section 221.5(c) of Regulation U of such Board of
Governors or, if not so used, (ii) the Obligations will be secured by
Collateral having a sufficient value to comply with Regulation U.
4. COVENANTS
From the date of this Security Agreement, and thereafter until this
Security Agreement is terminated:
4.1 INSPECTION. The Debtor will permit the Bank, by its representatives
and agents, to inspect the Collateral, to examine and make copies of the
records of the Debtor relating thereto, and to discuss the Collateral, and
the records of the Debtor with respect thereto with, and to be advised as to
the same by, the Debtor's officers and employees.
4.2 RECORDS AND REPORTS. The Debtor will maintain complete and accurate
books and records with respect to the Collateral, and furnish to the Bank
such reports relating to the Collateral as the Bank may from time to time
request. With respect to any Collateral which may
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be held by a third party, the Debtor shall instruct such party to ▇▇▇▇ its
records or take such other action acceptable to the Bank to reflect the
Bank's interest in such Collateral.
4.3 FINANCING STATEMENTS AND OTHER ACTIONS. The Debtor shall, at its own
expense, keep the Collateral free and clear of all liens, security interests,
claims, or encumbrances, except in favor of the Bank and defend the Bank's
interest in the Collateral against the claims of all persons and entities.
The Debtor will execute and deliver to the Bank all financing statements and
other documents from time to time requested by the Bank in order to maintain
a first perfected security interest in the Collateral.
4.4 UNCERTIFICATED SECURITIES. If any of the Collateral consists of
uncertificated securities, the Debtor will, or will authorize the Bank to,
cause the appropriate issuers of uncertificated securities constituting
Collateral to ▇▇▇▇ their books and records with the numbers and face amounts
of all uncertificated securities constituting Collateral and all rollovers
and replacements therefor to reflect the Lien of the Bank granted pursuant to
this Security Agreement, or the Debtor will take or cause the issuers or any
other third parties to take such other action or make such notifications as
may be required by applicable law.
4.5 REGISTRATION OF PLEDGED STOCK. The Bank may, at its option, register
any registerable Collateral in the name of the Bank or its nominee.
4.6 EXERCISE OF RIGHTS IN PLEDGED STOCK. The Debtor will permit the Bank
or its nominee at any time after the occurrence of a Default, without notice,
to exercise all voting and corporate rights relating to the Collateral,
including, without limitation, exchange, subscription or any other rights,
privileges or options pertaining to any shares of the stock pledged as
Collateral and the Pledged Securities as if it were the absolute owner
thereof.
4.7 NEGOTIABLE FORM. All Collateral, at the time it becomes part of the
Collateral, will be in negotiable form (either in bearer form, endorsed in
blank, with endorsement guaranteed, or such other form satisfactory to the
Bank, suitable for immediate transfer or registration to the Bank or its
nominee or at its order).
4.8 NO LIENS. The Debtor will not create, incur or suffer to exist any
lien, pledge, security interest or encumbrance on any of the Collateral except
the security interest created by this Security Agreement. None of the
Collateral will be held at any clearing corporation or clearing bank in an
account over which such clearing corporation or bank has any lien or right of
setoff or if held at a clearing corporation or clearing bank, the Bank shall
determine the collateral value of such Collateral only upon the excess, if
any, of the current market value of such Collateral over the amount of any
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lien or right of set-off which such clearing corporation or clearing bank
has. If requested by the Bank, the Debtor will cause such clearing
corporation or clearing bank to from time to time confirm to the Bank the
amount of any such lien or right of set-off.
5. DELIVERY, SUBSTITUTION AND WITHDRAWAL OF COLLATERAL.
5.1. DELIVERY OF COLLATERAL. The Debtor shall promptly deliver to the
Bank, its agent or designee, all Collateral pledged to the Bank pursuant to
this Security Agreement. The Bank agrees that delivery to the Bank may be
accomplished by transfer of Pledged Securities to the account of the Bank at
Depository Trust Company in New York, the Midwest Securities Trust Company in
Chicago or any similar depository acceptable to the Bank and that any
direction by the Debtor to transfer any Securities to the Bank's account with
any such depository or any other action taken in accordance with a
depository's customary procedures regarding pledging of Collateral shall
constitute a pledge by the Debtor of such Securities to the Bank and the
confirmation of such pledge. Debtor further agrees that any agent or designee
of the Bank or any depository or clearing corporation holding the Collateral
shall have the right to deliver any Collateral held by it for the benefit of
the Bank to the Bank or to sell such Collateral at the direction of the Bank.
5.2 WITHDRAWAL OF COLLATERAL. Provided no Default shall exist prior to
or after giving effect thereto, the Debtor may withdraw all or any portion of
the Collateral from time to time if, simultaneously therewith and after
giving effect to any contemporaneous borrowings, repayments, and
substitutions of Collateral the outstanding balance of the Obligations is
secured by Securities of a type acceptable to the Bank having a collateral
value determined by the Bank in its sole discretion to be satisfactory to it.
No withdrawal or substitution of Collateral shall be effective until the Bank
shall have consented to such withdrawal or substitution. Notwithstanding the
foregoing, the Bank shall not be obligated to release any collateral in
violation of the release and substitution rules of Regulation U.
5.3. SALE OF SECURITIES. Unless the then outstanding Obligations are
secured by other Securities of a type acceptable to, and having a collateral
value satisfactory to, the Bank, the Debtor shall, promptly upon its receipt
of any proceeds from the sale, pledge or other disposition of any of the
Collateral, and in no event more than 10 days after such proceeds are
received by the Debtor, deliver such proceeds to the Bank to be deposited in
the special collateral account established pursuant to Section 9.2.
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6. DEFAULT.
6.1. The occurrence of any one or more of the following events shall
constitute a Default:
6.1.1. Any representation or warranty made by or on behalf of the
Debtor to the Bank under or in connection with this Security Agreement
shall be materially false as of the date on which made.
6.1.2. The breach by the Debtor of any of the terms or provisions
of the Security Agreement.
6.1.3. Any material portion of the Collateral shall be transferred or
otherwise disposed of, either voluntarily or involuntarily, in any manner
not permitted by this Security Agreement or shall be lost, stolen, damaged
or destroyed.
6.1.4. Any Obligation shall not be paid when due, whether at stated
maturity, upon any accelerated maturity or otherwise.
6.1.5. Failure of the Debtor to pay any indebtedness when due, or
the default by the Debtor in the performance of any other term, provision
or condition contained in any agreement under which any such indebtedness
was created or is governed, the effect of which is to cause, or to permit
the holder or holders of such indebtedness to cause, such indebtedness to
become due prior to its stated maturity.
6.1.6. The Debtor shall (i) have an order for relief entered with
respect to it under the United States Bankruptcy Code, (ii) be unable,
or admit in writing its inability, to pay its debts generally as they
become due, (iii) make an assignment for the benefit of creditors, (iv)
apply for, seek, consent to, or acquiesce in, the appointment of a
receiver, trustee, examiner, liquidator or similar official for it or
any substantial part of its property, (v) institute any proceeding
seeking an order for relief under the United States Bankruptcy Code or
seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution,
winding up, liquidation, reorganization, arrangement, adjustment or
composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtor or fail to file an
answer or other pleading denying the material allegations of any such
proceeding filed against it, (vi) take any action, corporate or
otherwise, to authorize or effect any of the foregoing actions set forth
in this Section 6.1.6 or (vii) fail to object in good faith to any
appointment or proceeding described in Section 6.1.7.
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6.1.7. Without the application, approval or consent of the Debtor,
a receiver, trustee, examiner, liquidator or similar official shall be
appointed for the Debtor or any substantial part of its property, or a
proceeding described in Section 6.1.6 shall be instituted against the
Debtor and such appointment continues undischarged or such proceeding
continues undismissed or unstayed for a period of 30 consecutive days.
6.1.8. The making of an application by the Securities Investor
Protection Corporation for a decree adjudicating that customers of the
Debtor are in need of protection under the Securities Investor Protection
Act of 1970, as amended from time to time and the failure of the Debtor
to obtain dismissal of such application within 30 days.
6.1.9. The Securities and Exchange Commission shall revoke the
registration of the Debtor as a broker-dealer.
6.1.10. The New York Stock Exchange or any other exchange of which
the Debtor is a member shall suspend (and not reinstate within 10 days)
or revoke the Debtor's status as a member organization thereof.
6.2. ACCELERATION AND REMEDIES. If any Default occurs, then, upon the
election of the Bank or, in the case of a Default under Section 6.1.6 or
6.1.7, without any action on the part of the Bank, the Obligations shall
immediately become due and payable without presentment, demand, protest or
notice of any kind, all of which are hereby expressly waived, and the Bank
may exercise any or all of the rights and remedies provided (i) in this
Security Agreement, (ii) to a secured party when a debtor is in default under
a security agreement by the Illinois Uniform Commercial Code and (iii) by any
other applicable law including, without limitation, any law governing the
exercise of a bank's right of setoff or bankers' lien. With respect to
Obligations which are contingent and cannot be accelerated by their nature,
the Bank may require the Debtor to deposit cash or other acceptable
collateral in an amount sufficient to cover principal and interest which will
have accrued by the maturity date on said Obligations to be held as security
for said Obligations in the special collateral account referred to in Section
9.2. The Bank may also, at its election, terminate or close-out any futures
contracts or commitments the Bank may have with the Debtor.
6.3 DEBTOR'S OBLIGATIONS UPON DEFAULT. Upon the request of the Bank
after the occurrence of a Default, the Debtor will:
6.3.1. ASSEMBLY OF COLLATERAL. Assemble and make available to the
Bank the Collateral and all records relating thereto at any place or
places specified by the Bank.
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6.3.2. BANK ACCESS. Permit the Bank, by the Bank's
representatives and agents, to enter any premises where all or any part
of the Collateral, or the books and records relating thereto, or both,
are located, to take possession of all or any part of the Collateral and
to remove all or any part of the Collateral.
7. WAIVERS, AMENDMENTS AND REMEDIES.
No delay or omission of the Bank to exercise any right or remedy granted
under this Security Agreement or under applicable law shall impair such right
or remedy or be construed to be a waiver of any Default or an acquiescence
therein, and any single or partial exercise of any such right or remedy shall
not preclude other or further exercise thereof or the exercise of any other
right or remedy, and no waiver, amendment or other variation of the terms,
conditions or provisions of this Security Agreement whatsoever shall be valid
unless in writing signed by the Bank, and then only to the extent in writing
specifically set forth. All rights and remedies contained in this Security
Agreement or by law afforded shall be cumulative and all shall be available
to the Bank until the Obligations have been paid in full.
8. PROCEEDS.
The proceeds of the Collateral shall be applied by the Bank to payment
of the Obligations in the following order:
(a) FIRST, to payment of all costs and expenses of the Bank
incurred in connection with the collection and enforcement of the
Obligations or of the security interest granted to the Bank pursuant to
this Security Agreement;
(b) SECOND, to payment of the principal of, and unpaid interest
and fees in respect of the Obligations or to the collateralization of
all Obligations which are contingent and cannot by their nature be
accelerated which payments may be applied and reapplied to the
Obligations in such order as the Bank elects, and;
(c) THIRD, the balance, if any, after all of the Obligations have
been satisfied, shall be deposited by the Bank into the Debtor's general
operating account with the Bank, or to such other account as the Debtor
may direct in writing.
9. GENERAL PROVISIONS.
9.1. DISPOSITION OF COLLATERAL. After Default, the Bank may dispose of
all or any part of the Collateral in such a manner and upon such terms as the
Bank, in its sole discretion, shall determine. If any notification of a
proposed disposition of the Collateral is
Page 8
required by applicable law, such notice shall be deemed reasonable if sent to
the Debtor, addressed as set forth in Section 10, at least 3 days prior to
any public sale or the time after which any private sale may be made. The
Debtor hereby expressly agrees that the Pledged Securities are securities of
a type customarily sold on a recognized market and as such, no notice of any
sale or disposition of any of the Pledged Securities need be given unless
trading in a particular Security shall have been suspended or ceased on all
recognized markets at such time.
9.2 SPECIAL COLLATERAL ACCOUNT. The Bank may require all cash proceeds
of the Collateral to be deposited in a special non-interest bearing cash
collateral account with the Bank and held there as security for the
Obligations. The Debtor shall have no control whatsoever over said cash
collateral account. If no Default has occurred or is continuing, the Bank
shall from time to time deposit the collected balances in said cash
collateral account into the Debtor's general operating account with the Bank
or, upon notice to the Debtor, apply such balances to payment of the
Obligations. If any Default has occurred and is continuing, the Bank may, at
its option, apply the collected balances in said cash collateral account to
the payment of the Obligations whether or not the Obligations shall then be
due, or hold said cash collateral as Collateral hereunder.
9.3 BANK PERFORMANCE OF DEBTOR OBLIGATIONS. Without having any
obligation to do so, the Bank may perform or pay any obligation which the
Debtor has agreed to perform or pay in this Security Agreement and the Debtor
shall reimburse the Bank for any amounts paid by the Bank pursuant to this
Section. The Debtor's obligation to reimburse the Bank pursuant to the
preceding sentence shall be an Obligation payable on demand.
9.4 AUTHORIZATION FOR BANK TO TAKE CERTAIN ACTION. The Debtor
irrevocably authorizes the Bank at any time and from time to time in the
sole discretion of the Bank and appoints the Bank as its attorney in fact to
act on behalf of the Debtor (i) to execute on behalf of the Debtor as
debtor and to file financing statements necessary or desirable in the Bank's
sole discretion to perfect and to maintain the perfection and priority of the
Bank's security interest in the Collateral, (ii) to indorse and collect any
cash proceeds of the Collateral, (iii) to file a carbon, photographic or
other reproduction of this Security Agreement or any financing statement with
respect to the Collateral as a financing statement in such offices as the
Bank in its sole discretion deems necessary or desirable to perfect and to
maintain the perfection and priority of the Bank's security interest in the
Collateral, and (iv) to apply the proceeds of any Collateral received by the
Bank to the Obligations as provided in Section 8.
9.5 SPECIFIC PERFORMANCE OF CERTAIN COVENANTS. The Debtor acknowledges
and agrees that a breach of any of the covenants contained in Sections 4.4,
4.8, 5.1, 5.3, 6.3 and 9.2 will cause irreparable injury to the Bank, that
the Bank has no adequate remedy
Page 9
at law in respect of such breaches and therefore agrees, without limiting the
right of the Bank to seek and obtain specific performance of other
obligations of the Debtor contained in this Security Agreement, that the
covenants of the Debtor contained in the Sections referred to in this Section
shall be specifically enforceable against the Debtor.
9.6. USE AND POSSESSION OF CERTAIN PREMISES. Upon the occurrence of a
Default, the Bank shall be entitled to occupy and use any premises owned or
leased by the Debtor where any of the Collateral or any records relating to
the Collateral are located until the Obligations are paid or the Collateral
is removed therefrom, whichever first occurs, without any obligation to pay
the Debtor for such use and occupancy.
9.7. DISPOSITIONS NOT AUTHORIZED. The Debtor is not authorized to sell
or otherwise dispose of the Collateral except as set forth in Section 5.2 and
notwithstanding any course of dealing between the Debtor and the Bank or
other conduct of the Bank, no authorization to sell or otherwise dispose of
the Collateral (except as set forth in Section 5.2) shall be binding upon the
Bank unless such authorization is in writing signed by the Bank.
9.8. DEFINITION OF CERTAIN TERMS. Terms defined in the Illinois Uniform
Commercial Code which are not otherwise defined in this Security Agreement are
used in this Security Agreement as defined in the Illinois Commercial Code as
in effect on the date hereof.
9.9. BENEFIT OF AGREEMENT. The terms and provisions of this Security
Agreement shall be binding upon and inure to the benefit of the Debtor and
the Bank and their respective successors and assigns, except that the Debtor
shall not have the right to assign its rights under this Security Agreement
or any interest herein, without the prior written consent of the Bank.
9.10. SURVIVAL OF REPRESENTATIONS. All representations and warranties
of the Debtor contained in this Security Agreement shall survive the
execution and delivery of this Security Agreement.
9.11. TAXES AND EXPENSES. Any taxes (excluding income taxes) payable or
ruled payable by Federal or State authority in respect of this Security
Agreement shall be paid by the Debtor, together with interest and penalties,
if any. The Debtor shall reimburse the Bank for any and all out-of-pocket
expenses and interest charges (including reasonable attorneys', auditors', and
accountants' fees and reasonable time charges of attorneys, paralegals,
auditors and accountants who may be employees of the Bank) paid or incurred
by the Bank in connection with the preparation, execution, delivery,
administration, collection and enforcement of this Security Agreement and in
the audit, analysis, administration, collection, preservation or sale of
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the Collateral (including the expenses and charges associated with any periodic
or special audit of the Collateral). The obligations of the Debtor under this
Section shall survive termination of this Security Agreement.
9.12. HEADINGS. The title of and section headings in this Security
Agreement are for convenience of reference only, and shall not govern the
interpretation of any of the terms and provisions of this Security Agreement.
9.13. TERMINATION. This Security Agreement shall continue in effect
(notwithstanding the fact that from time to time there may be no Obligations or
commitments therefore outstanding) until (i) the Bank has received written
notice of its termination from the Debtor and (ii) no Obligations or commitments
of the Bank which would give rise to any Obligations shall be outstanding.
9.14. ENTIRE AGREEMENT. This Security Agreement embodies the the entire
agreement and understanding between the Debtor and the Bank relating to the
Collateral and supersedes all prior agreements and understandings between the
Debtor and the Bank relating to the Collateral.
9.15. CHOICE OF LAW. This Security Agreement shall be construed in
accordance with the laws of the State of Illinois applicable to contracts with
national banking associations made and performed wholly in Illinois.
9.16. INDEMNITY. The Debtor hereby agrees to assume liability for, and
does hereby agree to indemnify and keep harmless the Bank, and its
successors, assigns, agents and employees, from and against any and all
liabilities, damages, penalties, suits, costs, and expenses of any kind and
nature, imposed on, incurred by or asserted against the Bank, or its
successors, assigns, agents and employees, in any way relating to or arising
out of this Security Agreement, or the purchase, ownership, delivery,
possession, use, sale or other disposition of any Collateral except for any
such events arising out of the gross negligence or wilful misconduct by the
Bank, its successors, assigns, agents and employees.
9.17. CONSENT TO JURISDICTION AND WAIVER OF JURY TRIAL. The Debtor hereby
irrevocably submits to the non-exclusive jurisdiction of any United States
federal of Illinois state or local court sitting in ▇▇▇▇ County, Illinois in any
action or proceedings arising out of or related to this Security Agreement and
hereby irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined in any such court. The Debtor hereby
waives any rights to jury trial in any action arising hereunder or in connection
herewith.
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10. NOTICES.
10.1 SENDING NOTICES. Any notice required or permitted to be given under
this Agreement may be, and shall be deemed, given and sent when deposited in the
United States mail, postage prepaid, or by telegraph or telex when delivered to
the appropriate office for transmission, charges prepaid, addressed to the
Debtor or by hand delivery to the Debtor at the address set forth on Exhibit "A"
hereto as its principal place of business, and to the Bank at the address set
forth under its signature hereto.
10.2. CHANGE IN ADDRESS FOR NOTICES. Each of the Debtor and the Bank may
change the address for service of notice upon it by a notice in writing to the
other.
11. SETOFF.
In addition to, and without limitation of, any rights of the Bank under
applicable law, if the Debtor becomes insolvent, however evidenced, or any
Default occurs, any indebtedness from the Bank to the Debtor may be offset and
applied toward the payment of the Obligations, whether or not the Obligations,
or any part thereof, shall then be due.
12. CUSTOMER SECURITIES.
In order that the Debtor may comply with the Rules and Regulations of the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended, concerning the hypothecation of Customer Securities, the Bank hereby
agrees with the Debtor that, notwithstanding anything to the contrary contained
in this Security Agreement:
(a) None of the Obligations, except Obligations arising out of or in
connection with any credit extended against Customer Securities, shall
be secured by or be any Lien against any Customer Securities.
(b) All of the Obligations, however constituted, shall be secured by all
Firm Securities.
(c) No rehypothecation, assignment or other transfer of any Customers'
Securities or any interest therein shall be made by the Bank except
subject to the limitations contained herein.
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IN WITNESS WHEREOF, the Debtor has executed this Security Agreement as of
the date first above written.
Ameritrade Inc.
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("Debtor")
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title: Controller
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(Address) AMERITRADE, INC.
119 SO. ▇▇ ▇▇.
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Accepted:
THE FIRST NATIONAL BANK OF CHICAGO
By: [Illegible]
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Title: Vice President
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The First National Bank of Chicago
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Securities Division
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Suite No. 0158
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