**Exhibit 10.34**

**THIRD********PARTY********PLEDGE********AND********SECURITY********AGREEMENT**

****          This****THIRDPARTYPLEDGEANDSECURITYAGREEMENT****(this “**Pledge  Agreement**”), dated as of October 1, 2004,  is made by GBCKANSAS,INC., a Kansas corporation****(“**Pledgor**”),  for the benefit of****BANKONE,NA,  a national banking association with its principal place of business at 120 South  LaSalle Street, Chicago, Illinois 60603 (“**Bank**”),  and is joined in by GOLDBANCCORPORATION,INC.,  a Kansas corporation (the “**Company**”).  

**R********E********C********I********T********A********L********S:******

**          A.**  Gold Banc Corporation, Inc. Employee Stock Ownership Plan and Trust (“**Borrower**”)  is an employee stock ownership plan as such term is defined under Sections 401(a)  and 4975(e) of the Internal Revenue Code of 1986, as amended (the “**Code**”),  and Section 407(d)(6) of the Employee Retirement Income Security Act of 1974,  as amended (“**ERISA**”), established  by the Company for the benefit of its employees and the employees of its direct  and indirect subsidiaries. 

          **B.**  Borrower has obtained financial accommodation from Bank pursuant to that certain  Loan Agreement dated of even date herewith (the “**Loan  Agreement**”) between Borrower and Bank. 

          **C.**  It is a condition to the making by Bank to Borrower of the financial accommodation  described in the Loan Agreement that Pledgor and the Company shall have executed  and delivered to Bank a guarantee in the form attached as an exhibit to the  Loan Agreement (the “**Guarantee**”),  and further, that Pledgor secure payment of all of its obligations to Bank under  the Guarantee by pledging to Bank 100% of the capital stock of Gold Bank, a  Kansas state bank with its main office located in Leawood, Kansas (“**Gold  Bank-Kansas**”). 

          **D.**  Pledgor will obtain benefits as a result of the financial accommodation made  to Borrower and, accordingly, desires to execute and deliver this Pledge Agreement  to satisfy the condition described in the preceding paragraph. 

          **NOW,********THEREFORE,** to  induce Bank to advance funds to Borrower as described in the Loan Agreement,  and in consideration of the mutual representations, warranties, covenants and  agreements hereinafter set forth, and for other good and valuable consideration,  the receipt and sufficiency of which are hereby acknowledged, the parties hereto  agree as follows: 

**A********G********R********E********E********M********E********N********T:******

          **Section  1.****Grant of Security  Interest; Release of Collateral****.**To  secure the Obligations (as defined below) and subject to the immediately following  sentence, Pledgor hereby pledges and grants to Bank a security interest in and  hereby transfers and delivers to Bank the following property and documents:  (a) all of the shares of capital stock of Gold Bank-Kansas owned by Pledgor;  (b) any and all shares of the capital stock of Gold Bank-Kansas that Pledgor  subsequently acquires, directly or indirectly; (c) any and all other shares  of capital stock hereinafter issued to Pledgor by Gold Bank-Kansas, including  all substitutions of, and additions to, such stock; (d) certificates representing  the shares of capital stock described in (a), 

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(b) and (c) above; (e) duly executed and  undated, irrevocable stock powers for the capital stock described in (a), (b)  and (c) above, in form and content satisfactory to Bank, and all requisite federal  and state stock transfer tax stamps, if any (the items described in (a), (b)  and (c) above may collectively be referred to as the “**Pledged  Stock**”); (f) all income and profits thereof,  all distributions thereon, all other proceeds thereof and all rights, benefits  and privileges pertaining to or arising from the Pledged Stock; and (g) such  other collateral that may be provided after the date hereof to secure the Obligations.  All property at any time pledged with Bank hereunder or in which Bank is granted  a security interest hereunder (whether described herein or not), and subject  to the provisions of **Section 3**  below, all income therefrom and proceeds thereof, may be referred to collectively  as the “**GBC Pledged Security**.”  

**          Section  2.****Obligations**.  The obligations secured by this Pledge Agreement are the following (referred  to collectively as the “**Obligations**”):  

                     (a)  all indebtedness, obligations, duties, and agreements of Pledgor contained in  (including, but not limited to, the payment of all indebtedness of Pledgor in  respect of) the Guarantee; 

                     (b)  all sums advanced by, or on behalf of, Bank in connection with, or relating  to, the Guaranty including, but not limited to, any and all sums advanced to  preserve the GBC Pledged Security, or to perfect Bank’s security interest  in the GBC Pledged Security; 

                     (c)  in the event of any proceeding to enforce the satisfaction of the Obligations,  or any of them, or to preserve and protect its rights under the Guaranty or  any other agreement, document or instrument relating to the transactions contemplated  in the Guaranty, the reasonable expenses of retaking, holding, preparing for  sale, selling or otherwise disposing of or realizing on the GBC Pledged Security,  or of any exercise by Bank of its rights, together with reasonable attorneys’  fees, expenses and court costs; and 

                     (d)  any indebtedness, obligation, duty, or liability of Pledgor to Bank, whether  direct or indirect, joint or several, absolute or contingent, now or hereafter  existing, however created or arising and however evidenced.

**          Section  3.****Additional  Terms****.**

                     (a)  Pledgor agrees that Bank shall have full and irrevocable right, power and authority,  to collect, withdraw or receipt for all amounts due or to become due and payable  upon, in connection with, or relating to, the GBC Pledged Security, to execute  any withdrawal receipts respecting the GBC Pledged Security and to endorse the  name of Pledgor on any or all documents, instruments or commercial paper given  in payment thereof, and at Bank’s discretion to take any other action,  including, but not limited to, the transfer of any GBC Pledged Security into  Bank’s own name or the name of any nominee for Bank, which Bank may reasonably  deem necessary or appropriate to preserve or protect Bank’s interest in  any of the GBC Pledged Security. 

                     (b)  Unless a Default shall have occurred, Pledgor shall be entitled to vote any  and all shares of the Pledged Stock and to give consents, waivers and ratifications  in respect thereof, provided that no vote shall be cast, no consent, waiver  or ratification shall be given and 

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no action shall be taken by Pledgor that  would violate or be inconsistent with any of the terms of the Loan Agreement,  the Note or this Pledge Agreement, or that would have the effect of impairing  the position or interests of Pledgor or any holder of the Note. All such rights  of Pledgor to vote and to give consents, waivers and ratifications shall cease  upon the occurrence of a Default and thereafter only Bank (or its nominees)  shall be entitled to exercise all such rights. 

                     (c)  Unless a Default shall have occurred, all dividends and other distributions  payable in respect of the GBC Pledged Security shall be paid to Pledgor. Upon  the occurrence of a Default, all such dividends and other distributions and  payments shall be paid only to Bank (or its nominees). After a Default shall  have occurred, all such amounts paid in respect of the GBC Pledged Security  shall, until paid or delivered to Bank, be held in trust for the benefit of  Bank as additional GBC Pledged Security to secure the Obligations.

**          Section  4.****Representations  and Warranties**. Pledgor further represents  and warrants, as of the date hereof, that: 

                     (a)  Each of Pledgor and its Subsidiaries: (i) is a duly organized and validly existing  corporation or bank in good standing under the laws of the jurisdiction of its  incorporation; (ii) has all requisite power and authority, corporate or otherwise,  to own, operate and lease its properties and to carry on its business as now  being conducted; (iii) is duly qualified as a foreign corporation and in good  standing in all states in which it is doing business, except where it is not  required to qualify or where the failure to so qualify would not have a material  adverse effect on its business. 

                     (b)  Pledgor has the corporate power to execute, deliver and perform the terms and  provisions of this Pledge Agreement and has taken all necessary corporate action  to authorize the execution, delivery and performance by it of this Pledge Agreement.  Pledgor has duly executed and delivered this Pledge Agreement, and this Pledge  Agreement constitutes its legal, valid and binding obligation enforceable in  accordance with its terms, except as such enforcement may be limited by bankruptcy,  insolvency, reorganization or other laws and subject to general principles of  equity. No basis presently exists for any claim against Bank under this Pledge  Agreement or with respect to the enforcement thereof, and this Pledge Agreement  is subject to no defenses of any kind. 

                     (c)  Neither the execution, delivery or performance by Pledgor of this Pledge Agreement,  nor compliance by it with the terms and provisions hereof will: (i) contravene  any provision of any law, statute, rule or regulation or any order, writ, injunction  or decree of any court or governmental instrumentality; (ii) conflict or be  inconsistent with or result in any breach of any of the terms, covenants, conditions  or provisions of, or constitute a default under, or result in the creation or  imposition of (or the obligation to create or impose) any Lien (as defined in  the Loan Agreement) upon any of the property or assets of Pledgor or any of  its Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust,  credit agreement, loan agreement or any other agreement, contract or instrument  to which Pledgor or any of its Subsidiaries is a party or by which it or any  of its property or assets is bound or to which it may be subject; or (iii) violate  any provision of the articles or certificate of incorporation, charter or bylaws  of Pledgor or any of its Subsidiaries. 

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                     (d)  Pledgor is the legal, record and beneficial owner of, and has good and marketable  title to, the GBC Pledged Security, subject to no Lien, except the security  interest created by this Pledge Agreement or otherwise in favor of Bank. 

                     (e)  The Pledged Stock represents 100% of the issued and outstanding capital stock  of Gold Bank-Kansas. 

                     (f)  The pledge, assignment and delivery of the GBC Pledged Security pursuant to  this Pledge Agreement creates a valid first lien and security interest in the  GBC Pledged Security in favor of Bank, and the proceeds thereof, subject to  no prior Lien or to any agreement purporting to grant to any third party a security  interest in the assets of Pledgor which would include any of the GBC Pledged  Security (except as may exist in favor of Bank). 

                     (g)  None of the Pledged Stock constitutes margin stock, as defined in Regulation  U promulgated by the Board of Governors of the Federal Reserve System. 

                     (h)  Except as disclosed in the Loan Agreement, to Pledgor’s Knowledge, no condition,  circumstance, document, restriction, litigation or proceeding (or threatened  litigation or proceeding or basis therefor) exists which could adversely affect  the validity or priority of the Liens granted Bank hereunder, which could materially  adversely affect the ability of Pledgor to perform the obligations under this  Pledge Agreement, which would constitute a default hereunder or thereunder or  which would constitute such a default with the giving of notice or lapse of  time or both. 

                     (i)  None of the actions contemplated by this Pledge Agreement are in violation of  or restricted by any restrictive agreement, stop transfer order, any legend  appearing on the certificates evidencing any of the GBC Pledged Security consisting  of stock, the Securities Act of 1933, as amended, the Securities Exchange Act  of 1934, as amended, any state blue-sky or securities law or any rule or regulation  issued under the foregoing acts and laws. 

                     (j)  The GBC Pledged Security is genuine and in all respects represents what it purports  to be and all the shares of the Pledged Stock have been duly and validly issued,  are fully paid and non-assessable and were not issued in violation of any preemptive  rights or any agreement by which Gold Bank-Kansas is bound. 

                     (k)  Pledgor has either previously or simultaneously herewith delivered to Bank the  certificates for all of the Pledged Stock, together with appropriate stock powers  therefor executed in blank by Pledgor. 

**          Section  5.****Covenants****.**Pledgor further agrees that: 

                     (a)  Pledgor will not sell, assign, redeem, transfer, exchange or otherwise dispose  of, or grant any option with respect to, the GBC Pledged Security, nor will  it create, incur or permit to exist any Lien with respect to any of the GBC  Pledged Security, or any interest therein, or any proceeds thereof, except for  the security interest provided for by this Pledge Agreement. 

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**          **(b) Pledgor  will at all times defend Bank’s right, title and security interest in and  to the GBC Pledged Security and the proceeds thereof against any and all claims  and demands of any person adverse to the claims of Bank.

**                    **(c) Pledgor  shall deliver to Bank all the certificates for all the shares of the capital  stock of Gold Bank-Kansas that Pledgor may now own directly or indirectly or  may at any time hereafter acquire.

**                    **(d) Pledgor  will take such action and execute such documents as Bank may from time to time  request relating to the GBC Pledged Security or the proceeds thereof, including,  but not limited to, the filing of UCC-1 financing statements, in form reasonably  satisfactory to Bank and its counsel, with the Secretaries of State of any State  reasonably requested by Bank, in favor of Bank with respect to the GBC Pledged  Security and the proceeds thereof.

**                    **(e) Pledgor  shall pay any fees, assessments, charges or taxes arising with respect to the  GBC Pledged Security, including, but not limited to, the Obligations described  in **Section 2(c)**and  **Section 2(d)**, above.  In case of failure by Pledgor to pay any such fees, assessments, charges or  taxes, Bank shall have the right, but shall not be obligated, to pay such fees,  assessments, charges or taxes, as the case may be, and, in that event, the cost  thereof shall be payable by Pledgor to Bank immediately upon demand together  with interest at the applicable rate set forth in the Note from the date of  disbursement by Bank to the date of payment by Pledgor.

**          Section  6.****Default****.**Pledgor shall be in default under this Pledge  Agreement upon the occurrence of any one or more of the following events or  conditions (each a “**Default**”):

**          ****          **(a) any  “Default” under the terms of and as defined in the Loan Agreement;

**          ****          **(b) nonpayment  of any of the Obligations when due, whether by acceleration or otherwise; and

**          ****          **(c) the  claim or creation of any Lien upon any of the GBC Pledged Security or the making  of any levy, judicial seizure, or attachment thereof or thereon.

**          Section  7.****Rights of Parties upon Default****.**

**          ****          **(a) In  the event of the occurrence of a Default, in addition to all the rights, powers  and remedies Bank shall be entitled to exercise, whether vested in Bank by the  terms of this Pledge Agreement, the Loan Agreement or the Note, or by law, equity  or statute (including, but not limited to, Article 9 of the Illinois Uniform  Commercial Code) or otherwise, for the protection and enforcement of its rights  in respect of the GBC Pledged Security, Bank shall be entitled to, without limitation  (but is under no obligation to Pledgor so to do):

**          ****          **(i) transfer  all or any part of the GBC Pledged Security into Bank’s name or the name  of its nominee or nominees;

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**          ****          **(ii)  after first obtaining all necessary regulatory approvals, vote all or any part  of the GBC Pledged Security (whether or not transferred into the name of Bank  or any nominee) and give all consents, waivers and ratifications in respect  of the GBC Pledged Security and otherwise act with respect thereto as though  it were the outright owner thereof; 

**          ****          **(iii)  at any time or from time to time to sell, assign and deliver, or grant options  to purchase, all or any part of the GBC Pledged Security, or any interest therein,  at any public or private sale, without demand of performance, advertisement  or notice of intention to sell or of the time or place of sale or adjournment  thereof or to redeem or otherwise (all of which are hereby waived by Pledgor),  for cash, on credit or for other property, for immediate or future delivery  without any assumption of credit risk and for such price or prices and on such  terms as Bank in its absolute discretion may determine, *provided*  that unless, in the sole discretion of Bank, any of the GBC Pledged Security  threatens to decline in value or is or becomes a type sold on a recognized market,  Bank will give Pledgor reasonable notice of the time and place of any public  sale thereof, or of the time after which any private sale or other intended  disposition is to be made, and any GBC Pledged Security remaining after any  sale or other disposition shall remain subject to the terms of this Pledge Agreement;  and 

**          ****          **(iv)  collect any and all money due or to become due and enforce in Pledgor’s  name all rights with respect to the GBC Pledged Security. 

For purposes of this Section, any requirements  of reasonable notice shall be met if such notice is mailed to Pledgor in accordance  with the notice requirements set forth in the Loan Agreement, at least ten (10)  days before the time of the sale or disposition. Any sale of any of the GBC  Pledged Security conducted in conformity with customary practices of banks,  insurance companies or other financial institutions disposing of property similar  to the GBC Pledged Security shall be deemed to be commercially reasonable. 

**          ****          **(b)  Unless prohibited by law, Pledgor agrees to give Bank, any prospective purchaser  (pursuant to **Section 7(a)(iii)**  above) of the GBC Pledged Security and their respective representatives, full  access to further information (including, but not limited to, records, files,  correspondence, tax work papers and audit work papers) relating to or concerning  Pledgor. 

**          Section  8.****Remedies Cumulative****.**Each right, power and remedy of Bank provided  in this Pledge Agreement or now or hereafter existing at law or in equity or  by statute or otherwise shall be cumulative and concurrent and shall be in addition  to every other right, power or remedy provided for in this Pledge Agreement  or now or hereafter existing at law or in equity or by statute or otherwise.  The exercise or partial exercise by Bank of any one or more of such rights,  powers or remedies shall not preclude the simultaneous or later exercise by  Bank of all such other rights, powers or remedies, and no failure or delay on  the part of Bank to exercise any such right, power or remedy shall operate as  a waiver thereof. 

**          Section  9.****Waiver of Defenses****.**No renewal or extension of the time of payment  of the Obligations; no release or surrender of, or failure to perfect or enforce,  any security interest for the Obligations; no release of any person primarily  or secondarily liable on the Obligations (including any maker, endorser or guarantor);  no delay in enforcement of payment of the Obligations; and no delay or omission  in exercising any right or power with respect to the 

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Obligations or any security agreement securing  the Obligations shall affect the rights of Bank in the GBC Pledged Security.  

**          Section  10.****Other Waivers****.**  Waiver by Bank of any Default hereunder, or of any breach of the provisions  of this Pledge Agreement by Pledgor, or any right of Bank hereunder, shall not  constitute a waiver of any other Default or breach or right, nor the same Default  or breach or right on a future occasion. 

**          Section  11.****Severability****.**  Whenever possible, each provision of this Pledge Agreement shall be interpreted  in such manner as to be effective and valid under applicable law, but, if any  provision of this Pledge Agreement shall be held to be prohibited or invalid  under applicable law, such provision shall be ineffective only to the extent  of such prohibition or invalidity, without invalidating the remainder of such  provision or the remaining provisions of this Pledge Agreement. 

**          Section  12.****Pledgor’s Obligations Absolute****.**The obligations of Pledgor under this Pledge Agreement  shall be absolute and unconditional and shall remain in full force and effect  without regard to, and shall not be released, discharged or in any way impaired  by any circumstance whatsoever, including without limitation: (a) any amendment  or modification of either or both of the Notes, this Pledge Agreement, the Loan  Agreement or any document or instrument provided for herein or therein or related  thereto, or any assignment, transfer or other disposition of any thereof; (b)  any waiver, consent, extension, indulgence or other action or inaction under  or in respect of any such document or instrument or any exercise or non-exercise  of any right, remedy, power or privilege under or in respect of any such document  or instrument or this Pledge Agreement; (c) any bankruptcy, insolvency, reorganization,  arrangement, readjustment, composition, liquidation or similar proceeding with  respect to Pledgor or any of its properties or creditors; or (d) any limitation  on Pledgor’s liabilities, obligations, duties, or indebtedness under any  such instrument or any invalidity or unenforceability, in whole or in part of  any such document or instrument or any term thereof; whether or not Pledgor  shall have notice or knowledge of the foregoing. 

**          Section  13.****Termination****.**This Pledge Agreement shall terminate upon the  receipt by Bank of evidence satisfactory to Bank in Bank’s sole and absolute  discretion of the payment in full of the Obligations. At the time of such termination,  Bank, at the request and expense of Pledgor, will execute and deliver to Pledgor  a proper instrument or instruments acknowledging the satisfaction and termination  of this Pledge Agreement and any necessary documents to release any UCC-1 financing  statements filed in connection with the GBC Pledged Security, and will duly  assign, transfer and deliver to Pledgor such of the GBC Pledged Security as  has not yet theretofore been sold or otherwise applied or released pursuant  to this Pledge Agreement. 

**          Section  14.****Further Assurances****.**  Pledgor, at its expense, will duly execute, acknowledge and deliver all such  instruments and take all such action as Bank from time to time may reasonably  request in order further to effectuate the purposes of this Pledge Agreement  and to carry out the terms hereof. Pledgor, at its expense, will at all times  cause this Pledge Agreement (or a proper notice or statement, in respect hereof)  to be duly recorded, published and filed and rerecorded, republished and refiled  in such manner and in such places, if any, and will pay or cause to be paid  all such recording, filing and other taxes, fees and charges, if any, and 

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will comply with all such statutes and  regulations, if any, as may be required by law in order to establish, perfect,  preserve and protect the rights and security interests of Bank hereunder. 

**          Section  15.****Notices****.**All communications provided for or related hereto  shall be given in accordance with the notice requirements of the Guaranty.

**          Section  16.****Amendments**.  Any term of this Pledge Agreement may be amended only with the written consent  of Pledgor and Bank. Any amendment effected in accordance with this Section  shall be binding upon the holder of the Note at the time outstanding, each future  holder of the Note and Pledgor. 

**          Section  17.****Assigns****.**This Pledge Agreement and all rights and liabilities  hereunder and in and to any and all GBC Pledged Security shall inure to the  benefit of Bank and its successors and assigns, and shall be binding on Pledgor  and Pledgor’s successors and assigns. 

**          Section  18.****Miscellaneous****.**  This Pledge Agreement embodies the entire agreement and understanding between  Bank and Pledgor and supersedes all prior agreements and understandings relating  to the subject matter hereof. The headings in this Pledge Agreement are for  purposes of reference only and shall not limit or otherwise affect the meaning  hereof. Capitalized terms contained herein and otherwise undefined shall have  the meanings given them in the Loan Agreement. Pledgor acknowledges that this  Pledge Agreement is and shall be effective upon execution by Pledgor and delivery  to and acceptance hereof by Bank, and it shall not be necessary for Bank to  execute any acceptance hereof or otherwise to signify or express its acceptance  hereof to Pledgor. 

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      THIS PLEDGE  AGREEMENT AND THE OTHER LOAN DOCUMENTS HAVE BEEN NEGOTIATED, EXECUTED AND DELIVERED  AT, AND SHALL BE DEEMED TO HAVE BEEN MADE AT, CHICAGO, ILLINOIS. THE LOANS REFERENCED  HEREIN ARE TO BE FUNDED AND REPAID AT, AND THIS PLEDGE AGREEMENT IS OTHERWISE  TO BE PERFORMED AT, CHICAGO, ILLINOIS AND THIS PLEDGE AGREEMENT SHALL BE INTERPRETED,  AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE  WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS WITHOUT REFERENCE TO: (i) ITS  JUDICIALLY OR STATUTORILY PRONOUNCED RULES REGARDING CONFLICT OF LAWS OR CHOICE  OF LAW; (ii) WHERE ANY OTHER AGREEMENT IS EXECUTED OR DELIVERED; (iii) WHERE  ANY PAYMENT OR OTHER PERFORMANCE REQUIRED BY ANY SUCH AGREEMENT IS MADE OR REQUIRED  TO BE MADE; (iv) WHERE ANY BREACH OF ANY PROVISION OF ANY SUCH AGREEMENT OCCURS,  OR ANY CAUSE OF ACTION OTHERWISE ACCRUES; (v) WHERE ANY ACTION OR OTHER PROCEEDING  IS INSTITUTED OR PENDING; (vi) THE NATIONALITY, CITIZENSHIP, DOMICILE, PRINCIPAL  PLACE OF BUSINESS, OR JURISDICTION OR ORGANIZATION OR DOMESTICATION OF ANY PARTY;  (vii) WHETHER THE LAWS OF THE FORUM JURISDICTION OTHERWISE WOULD APPLY THE LAWS  OF A JURISDICTION OTHER THAN THE STATE OF ILLINOIS; OR (viii) ANY COMBINATION  OF THE FOREGOING. AS PART OF THE CONSIDERATION FOR NEW VALUE THIS DAY RECEIVED,  THE PLEDGOR AND THE COMPANY EACH RECOGNIZES THAT THE BANK’S PRINCIPAL OFFICE  IS LOCATED IN CHICAGO, ILLINOIS AND THAT THE BANK MAY BE IRREPARABLY HARMED  IF REQUIRED TO INSTITUTE OR DEFEND ANY ACTIONS AGAINST THE PLEDGOR OR THE COMPANY  IN ANY JURISDICTION OTHER THAN THE NORTHERN DISTRICT OF ILLINOIS OR COOK COUNTY,  ILLINOIS; THEREFORE, THE PLEDGOR AND THE COMPANY EACH IRREVOCABLY (a) AGREES  THAT ANY SUIT, ACTION OR OTHER LEGAL PROCEEDING RELATING TO THIS PLEDGE AGREEMENT  AND/OR THE LOANS REFERENCED HEREIN MAY BE BROUGHT IN THE NORTHERN DISTRICT OF  ILLINOIS, IF FEDERAL JURISDICTION IS AVAILABLE, AND, OTHERWISE, IN THE CIRCUIT  COURT OF COOK COUNTY, AT THE BANK’S OPTION; (b) CONSENTS TO THE JURISDICTION  OF EACH SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING; (c) WAIVES ANY OBJECTION  WHICH THE PLEDGOR OR THE COMPANY MAY HAVE TO THE LAYING OF VENUE IN ANY SUCH  SUIT, ACTION OR PROCEEDING IN EITHER SUCH COURT; AND (d) AGREES TO JOIN THE  BANK IN ANY PETITION FOR REMOVAL TO EITHER SUCH COURT BROUGHT BY THE BANK. THE  PLEDGOR AND THE COMPANY EACH WAIVES ANY OBJECTION TO JURISDICTION AND VENUE  OF ANY ACTION INSTITUTED HEREUNDER AND AGREES NOT TO ASSERT ANY DEFENSE BASED  ON LACK OF JURISDICTION OR VENUE. NOTHING CONTAINED HEREIN SHALL AFFECT THE  RIGHT OF THE BANK TO SERVE LEGAL PROCESS IN ANY MANNER PERMITTED BY LAW OR AFFECT  THE RIGHT OF THE BANK TO BRING ANY ACTION OR PROCEEDING AGAINST THE PLEDGOR,  THE COMPANY, OR ITS RESPECTIVE PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION.  

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      THE PLEDGOR  AND THE COMPANY EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES  ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY  WAY IN CONNECTION WITH THIS PLEDGE AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS,  OR ANY OTHER STATEMENTS OR ACTIONS OF THE PLEDGOR, THE COMPANY, OR THE BANK.  THE PLEDGOR AND THE COMPANY EACH ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED IN  THE SIGNING OF THIS PLEDGE AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT  LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS DISCUSSED THIS  WAIVER WITH SUCH LEGAL COUNSEL. THE PLEDGOR AND THE COMPANY FURTHER ACKNOWLEDGES  THAT (a) IT HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER,  (b) THIS WAIVER HAS BEEN REVIEWED BY THE PLEDGOR, THE COMPANY, AND THEIR COUNSEL  AND IS A MATERIAL INDUCEMENT FOR THE BANK TO ACCEPT THIS PLEDGE AGREEMENT AND  TO ENTER INTO THE OTHER LOAN DOCUMENTS, AND (c) THIS WAIVER SHALL BE EFFECTIVE  AS TO EACH OF SUCH OTHER LOAN DOCUMENTS AS FULLY INCORPORATED THEREIN. IN THE  EVENT OF LITIGATION, A COPY OF THIS DOCUMENT MAY BE FILED AS A WRITTEN CONSENT  TO A TRIAL BY THE COURT. 

  

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