VENUE IN THE COURTS REFERENCED IN SECTION 22(i) ABOVE. NOTHING CONTAINED
HEREIN SHALL AFFECT THE RIGHT OF THE LENDER TO SERVE LEGAL PROCESS IN ANY MANNER
PERMITTED BY LAW OR AFFECT THE RIGHT OF THE LENDER TO BRING ANY ACTION OR
PROCEEDING AGAINST THE PLEDGOR OR ITS PROPERTY IN THE COURTS OF ANY OTHER
JURISDICTION.
[Remainder of Page Intentionally Left Blank]
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CERTAIN WAIVERS AND ACKNOWLEDGEMENTS. 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, THE LOAN AGREEMENT, THE NOTES OR ANY OF THE OTHER LOAN DOCUMENTS, OR
ANY OTHER STATEMENTS OR ACTIONS OF THE PLEDGOR OR THE LENDER. 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 LENDER
TO ENTER INTO THE PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND (c) THIS
WAIVER SHALL BE EFFECTIVE AS TO EACH OF SUCH OTHER LOAN DOCUMENTS AS FULLY
INCORPORATED THEREIN.
IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement to
be executed as of the date first above written.
GBC KANSAS, INC.
By: /s/ Rick J. Tremblay
Name: Rick J. Tremblay
Title: Vice President
BANK ONE, NA
By: /s/ Doug Gallun
Name: Doug Gallun
Title: First Vice President
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SCHEDULE 1
Pledged Subsidiary Shares
Subsidiary
Certificate Number Number of Shares Covered Gold Bank 13 72,000
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