hereunder, shall be absolute and unconditional
irrespective of:
(i) any lack of validity or enforceability of the Note or any of the other
Loan Documents or any other agreement or instrument relating to any of the
foregoing;
(ii) any change in the time, manner, or place of payment of, or in any
other term of, all or any of the Secured Indebtedness, or any other amendment or
waiver of or any consent to any departure from the Note or any of the other Loan
Documents; or
(iii) any exchange, release, or nonperfection of any interest in any
Pledged Collateral, or any release or amendment or waiver of or consent to any
departure from any guarantee, for all or any of the Secured Indebtedness.
(i) Counterparts. This Pledge Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument, and in making proof of this Pledge
Agreement it shall not be necessary to produce or account for more than one such
counterpart.
(j) ENTIRETY. THIS PLEDGE AGREEMENT AND THE NOTE EMBODY THE FINAL, ENTIRE
AGREEMENT AMONG PLEDGOR AND PLEDGEE WITH RESPECT TO THE PLEDGE AND ASSIGNMENT OF
THE PLEDGED COLLATERAL AND THE OTHER MATTERS ADDRESSED HEREIN AND THEREIN, AND
SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL,
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RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF, AND MAY NOT BE CONTRADICTED
OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS
OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE
PARTIES HERETO.
(k) WAIVER OF TRIAL BY JURY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, PLEDGOR HEREBY IRREVOCABLY AND EXPRESSLY WAIVES ALL RIGHT TO A TRIAL BY
JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT,
TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT OR ANY
OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY,
OR THE ACTIONS OF PLEDGEE IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT
HEREOF OR THEREOF.
(l) Waiver of Certain Claims. Pledgor hereby waives any right or claim to
consequential or punitive damages arising out of or relating to this Pledge
Agreement or any of the other Loan Documents or the transactions contemplated
hereby or thereby, or the actions of Pledgee in the negotiation, administration,
or enforcement hereof or thereof.
(m) WAIVER OF NOTICE AND HEARING. PLEDGOR HEREBY WAIVES ANY AND ALL RIGHTS
IT MAY HAVE TO NOTICE OR HEARING PRIOR TO SEIZURE BY PLEDGEE OF THE PLEDGED
COLLATERAL, WHETHER BY WRIT OF POSSESSION OR OTHERWISE.
EXECUTED as of the date first above stated.
PLEDGOR:
Brett Faryniarz
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EXHIBIT A
PLEDGED SHARES
Name of Entity
Class
Number of Shares
MBI Financial, Inc.
common stock
294,400
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