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 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 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 OR ITS
PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION.
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THE PLEDGOR 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 OR THE BANK. THE PLEDGOR
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 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 AND THE PLEDGOR'S 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.
GOLD BANC CORPORATION, INC.
BANK ONE, NA EMPLOYEE STOCK OWNERSHIP PLAN
AND
TRUST
BY: GOLD TRUST COMPANY, AS
TRUSTEE
By: /s/ Gerald R. Lau
By: /s/ Doug Gallun
Gerald R. Lau
Doug Gallun
Vice President
First Vice President
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Schedule A
Pledged Stock
Loan Date:
October 1, 2004
Current Principal Balance:
$10,050,000.00
Certificate # # of Shares 22235 554 22236 100,000 22237 37,936 22238 60,000
22239 60,000 22240 60,000 22241 20,000 22242 20,000 22243 11,661 22244 11,661
22245 11,661 22246 12,274 22247 12,274 22248 12,274 22249 439 22250 100,000
22251 100,000 22252 60,000 22253 60,000 22254 60,000 22255 20,000 22256 20,000
Sub-Total 850,734
Certificate # # of Shares 22257 20,000 22258 11,661 22259 11,661 22260 11,661
22261 12,274 22262 12,274 22263 12,274 22264 100,000 22265 47,019 22266 60,000
22267 60,000 22268 60,000 22269 20,000 22270 20,000 22271 21,500 22272 11,661
22273 11,661 22274 11,664 22275 12,274 22276 12,274 22277 12,274
Sub-Total 552,132
Total Shares Held by Bank 1,402,866
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