AND
IS A MATERIAL INDUCEMENT FOR LENDER TO ENTER INTO THIS AMENDMENT AND THE
TRANSACTION DOCUMENTS, (c) THIS WAIVER SHALL BE EFFECTIVE AS TO THE AMENDMENT
AND EACH OF THE TRANSACTION DOCUMENTS AS IF FULLY INCORPORATED THEREIN AND (d)
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 First Amendment to be
duly executed and delivered as of the day and year first above written.
PINNACLE FINANCIAL PARTNERS, INC.
By: /s/ M. Terry Turner
Name: M. Terry Turner
Title: President and Chief Executive Officer
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Eric Niedbalski
Name: Eric Niedbalski
Title: Vice President