MEANING AND RAMIFICATIONS OF THIS WAIVER, (b) THIS WAIVER
HAS BEEN REVIEWED BY BORROWER AND BORROWER'S COUNSEL AND IS A MATERIAL
INDUCEMENT FOR LENDER TO ENTER INTO THIS SEVENTH AMENDMENT AND THE TRANSACTION
DOCUMENTS, AND (c) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.
IN WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment to be
duly executed and delivered as of the day and year first above written.
PINNACLE FINANCIAL PARTNERS, INC.
By: /s/ Harold R. Carpenter
Name: Harold R. Carpenter
Title: Executive Vice President and Chief Financial Officer
U.S. BANK NATIONAL ASSOCIATION
By: /s/ John 'Chris' C. Cavacini
Name: John 'Chris' C. Cavacini
Title: Senior Vice President