TO ASSURE AND CONFIRM UNTO LENDER ITS
RIGHTS AND REMEDIES HEREUNDER.
16.
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT OR THE APPLICATION
THEREOF TO ANY PERSON OR CIRCUMSTANCE SHALL BE INVALID OR UNENFORCEABLE TO ANY
EXTENT, THE REMAINDER OF THIS AGREEMENT OR THE APPLICATION OF SUCH PROVISION TO
OTHER PERSONS OR CIRCUMSTANCES SHALL NOT BE AFFECTED THEREBY AND SHALL BE
ENFORCEABLE TO THE GREATEST EXTENT PERMITTED BY LAW.
17.
MISCELLANEOUS.
(A)
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE
LAWS OF THE STATE OF TENNESSEE, WITHOUT REFERENCE TO THE CONFLICTS OR CHOICE OF
LAW PRINCIPLES THEREOF.
(B)
NEITHER THIS AGREEMENT NOR ANY PROVISION HEREOF MAY BE ALTERED,
AMENDED, MODIFIED OR CHANGED, NOR MAY ANY OF THE PLEDGED SECURITIES BE RELEASED,
EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY THE PARTY AGAINST WHOM ENFORCEMENT
OF SUCH ALTERATION, AMENDMENT, MODIFICATION, CHANGE OR RELEASE IS SOUGHT.
(C)
THE HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE OF REFERENCE
ONLY, AND SHALL NOT BE CONSTRUED AS AMPLIFYING, LIMITING OR OTHERWISE AFFECTING
THE SUBSTANTIVE PROVISIONS HEREOF.
(D)
ANY REFERENCE HEREIN TO ANY INSTRUMENT, DOCUMENT OR AGREEMENT, BY
WHATEVER TERMINOLOGY USED, SHALL BE DEEMED TO INCLUDE ANY AND ALL PAST, PRESENT
OR FUTURE AMENDMENTS, RESTATEMENTS, MODIFICATIONS, SUPPLEMENTS, EXTENSIONS,
RENEWALS OR REPLACEMENTS THEREOF, AS THE CONTEXT MAY REQUIRE.
(E)
ALL REFERENCES HEREIN TO THE PREAMBLE, THE RECITALS OR SECTIONS,
PARAGRAPHS, SUBPARAGRAPHS, SCHEDULES OR EXHIBITS ARE TO THE PREAMBLE, RECITALS,
SECTIONS, PARAGRAPHS, SUBPARAGRAPHS, SCHEDULES AND EXHIBITS OF OR TO THIS
AGREEMENT UNLESS OTHERWISE SPECIFIED.
THE WORDS "HEREOF", "HEREIN" AND
"HEREUNDER" AND WORDS OF SIMILAR IMPORT, WHEN USED IN THIS AGREEMENT, REFER TO
THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT.
(F)
WHEN USED HEREIN, (1) THE SINGULAR SHALL INCLUDE THE PLURAL, AND
VICE VERSA, AND THE USE OF THE MASCULINE, FEMININE OR NEUTER GENDER SHALL
INCLUDE ALL OTHER GENDERS, AS APPROPRIATE, (2) "INCLUDE", "INCLUDES" AND
"INCLUDING" SHALL BE DEEMED TO BE FOLLOWED BY "WITHOUT LIMITATION" REGARDLESS OF
WHETHER SUCH WORDS OR WORDS OF LIKE IMPORT IN FACT FOLLOW SAME, AND (3) UNLESS
THE CONTEXT CLEARLY INDICATES OTHERWISE, THE DISJUNCTIVE "OR" SHALL INCLUDE THE
CONJUNCTIVE "AND".
(G)
ANY REFERENCE HEREIN TO ANY LAW SHALL BE A REFERENCE TO SUCH LAW AS
IN EFFECT FROM TIME TO TIME AND SHALL INCLUDE ANY RULES AND REGULATIONS
PROMULGATED OR PUBLISHED THEREUNDER AND PUBLISHED INTERPRETATIONS THEREOF.
IN WITNESS WHEREOF, Pledgor and Lender have executed this Agreement,
or have caused this Agreement to be duly executed by a duly authorized officer,
all as of the day first above written.
PLEDGOR:
FIRST CITIZENS BANCSHARES, INC.
By:
/s/ Jeff Agee
Title: Chief Executive Officer
LENDER:
FIRST TENNESSEE BANK NATIONAL ASSOCIATION
By:
/s/ Patrick Wredling
Title:
V.P. and Relationship Mgr.
SCHEDULE A
Pledged Securities
Issuer
No. of Shares
Class
Certificate No(s).
First Citizens National Bank
102,000
Common
5505