EX-10.1 LEASE AGREEMENT

 

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                                                                    Exhibit 10.1

 

                                COMMERCIAL LEASE

                           1816 HAYES STREET BUILDING

 

                              NASHVILLE, TENNESSEE

 

                                 DECEMBER 1, 1998

 

      THIS COMMERCIAL LEASE AGREEMENT (lease") made this 1st day of December,

1998, between MICHAEL D. SHMERLING & CO., LLC. ("Landlord"), and CAPITAL BANK &

TRUST COMPANY ("Tenant")

 

      Section 1 Background, Premises, and Consideration. The Landlord and the

Tenant have agreed upon the terms of this Lease in respect of the property known

as 1816 Hayes Street, Nashville, Davidson County, Tennessee. As parties hereto,

Landlord and Tenant agree that the following terms as used herein shall have the

meanings provided in this Section 1, unless otherwise specifically modified by

provisions of this Lease.

 

      The following Lease data and exhibits are applicable to this Lease:

 

      1.1    Building: ("Building"), situated at 1816 Hayes Street, Nashville,

            Tennessee 37203 on the real property on which the building is

            situated ("Land"); consisting of one story containing a total of

            4,295 rentable square The Land and the Building are sometimes

            referred to herein collectively as the "Property."

 

      1.2    Premises: Consisting of that area of the 1816 Hayes Street Building

            on the first floor as outlined in Exhibit A.

 

      1.3    Agreed Areas: As used in this Lease, Landlord and Tenant agree to

            the following areas and percentage:

 

<TABLE>

<S>                                           <C>

Total rentable area of the Building           4,295 square feet

Area of Tenant's Premises                     4,295 square feet

Tenant prorated share of common area          100%

Tenant total rentable area                    100%

Tenant percentage of the Building             100%

</TABLE>

 

      1.4    Leasehold Improvements Plan Date: December ___, 1998

 

      1.5    Lease Commencement Date: February 1. 1999 or such earlier date as

            the is provided in Article 3 of this Lease ("Commencement Date").

 

      1.6    Lease Expiration Date: The Lease shall expire, and the "Lease

            Expiration Date" shall be, the later of January 31, 2004 or five

            years from the date of occupancy by the Tenant for the Permitted

            Uses.

 

      1.7    Rent: Monthly rent shall be as follows:

 

<TABLE>

<S>                                  <C>

Year One                              $4,116.04

Year Two                             $4,205.52

Year Three                           $4,295.00

Year Four                            $4,473.96

Year Five                            $4,652.92

</TABLE>

 

      1.8    Notices and Payment Address:

 

             Tenant:    Capital Bank & Trust Company: 1820 West End Avenue,

                      Nashville, Tennessee 37203.

 

            Landlord: Michael D. Shmerling & Co., LLC, 1900 Church Street, Suite

                      400, Nashville, Tennessee 37203.

 

      1.9    Exhibits: The following exhibits and riders are made a part of this

            Lease:

 

            Exhibit A - Existing Floor. Plan of Premises; and

 

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      Section 2 Premises. The Landlord does hereby lease to Tenant, and Tenant

does hereby lease from Landlord, the Premises described in Section 1.2 upon the

terms and conditions set forth in this Lease.

 

      Section 3 Commencement and Expiration Dates. The Landlord and the Tenant

agree to the following Lease Commencement Date and Lease Expiration Date.

 

      3.1 Lease Commencement Date: The Lease Commencement Date shall be the

earlier of the date specified in Section 1.5 or the date that the Tenant

receives its certificate of occupancy or comparable approval ("Certificate of

Occupancy") from the Metropolitan Government of Nashville and Davidson County to

move into the Building. In the event that no such Certificate of Occupancy is

needed, then the Commencement Date will be the date that the Tenant moves into

the Building (that is, the date of actual occupancy).

 

      3.2 Tenant Obligations: If Tenant's improvements are not completed on the

Lease Commencement Date specified in Section 1.5, due to the failure of Tenant

to fulfill any obligation pursuant to the terms of this Lease or any Exhibit

hereto, including without limitation Tenant's failure to comply with the Plan

Delivery Date described in Section 1.4, the Lease shall be deemed to have

commenced on February 1, 1999. However, this provision is subject to the

satisfaction of the conditions to the Tenant's obligations that are set forth in

this Lease.

 

      3.3 Lease Expiration Date: The Lease shall expire on the date specified in

Section 1.6.

 

      3.4 Acceptance: By the execution of this Lease, Tenant accepts the

Premises in "as is" condition, subject to all laws and regulations without

representation by Landlord as to condition." However, the foregoing sentence is

qualified by the following special agreements between the Landlord and the

Tenant: Although the Tenant accepts the Property in an "as is" condition, the

Landlord has represented and warranted to the Tenant, and the Tenant has

reasonably relied on the Landlord's representation and warranty, that the zoning

for the Land and the Building is consistent with the Permitted Uses. Further, in

the event that the applicable authorities do not promptly approve the Tenant's

plans for improvements and parking, and/or do not promptly issue applicable

building and other permits, including a Certificate of Occupancy, without undue

expense to the Tenant, then the Tenant may terminate this Lease without

obligation to the Landlord. However, the Tenant shall promptly notify the

Landlord of any problems with the foregoing and afford the Landlord a reasonable

opportunity to resolve the same at Landlord's expense.

 

      Further, it is agreed that Landlord shall maintain and keep in good repair

and working order the parking areas, roof; and exterior walls. On the date of

possession, the Landlord shall assure that the sprinkler system, smoke and fire

alarm system (if any), electrical wiring, heating and air conditioning

(including all HVAC) systems, and plumbing system of the Land and the Building

are in good working order and in good repair. Thereafter, the repair and

maintenance of these items shall be the responsibility of the Tenant. Landlord

will keep the Building insured against damage by fire and other casualty in

commercially reasonable amounts; however, nothing hereto shall require Landlord

to provide insurance on Tenant's leasehold improvements and/or other property

located at the premises. Landlord shall promptly make all repairs and

refurbishments of the items specified in this paragraph. The Tenant shall

reimburse the Landlord for the Landlord's actual premium paid on the Building.

 

      Section 4 Rent.

 

      4.1 The Tenant shall pay Landlord the rental stated in Section 1.7 hereof

without demand, deduction or offset, payable in lawful money in the United

States in advance on or before the first day of each month to Landlord at the

address noted in Section 1.8 hereof; or to such other party or at such other

place as Landlord may hereafter from time to time designate in writing, subject

to the following: The following setoffs to the rental and other payments due to

the Landlord are permitted:

 

            4.1.1 Setoffs and deductions related to `Landlord's willful breach

of any of Landlord's obligations under the Lease;

 

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            4.1.2 Setoffs and deductions for Landlord's involuntary or negligent

breaches of any of Landlord's obligations under the Lease if one or more of the

same remain uncured for more than thirty (30) days after delivery of Tenant's

written notice to the Landlord specifying the ostensible Landlord defaults in

reasonable detail; and

 

            4.1.3 Setoffs and deductions as otherwise set forth in this Lease.

 

      4.2 Rent for any partial month at the beginning or end of the Lease term

shall be prorated.

 

      Section 5 Security Deposit. There shall be no security deposit.

 

      Section 6 Uses. The Tenant is authorized to use the Property for all

Permitted Uses (as herein defined). The term "Permitted Uses" includes operating

an operations center, conducting bank operations, and the use of the Property

for general banking purposes, all as determined by the Tenant from time to time.

 

      The Tenant shall never be authorized to commit any waste upon the Premises

or the Building, or any public or private nuisance. Tenant shall comply with all

laws relating to its use or occupancy of the Premises and shall observe such

reasonable rules and regulations as may be adopted and made available to Tenant

by Landlord from time to time for the safety, care and cleanliness of the

Premises and/or the Building, and for the preservation of good order therein.

Tenant shall not, nor shall Tenant knowingly allow or cause any other person to,

bring onto the Premises, or store, release or discharge within the Building or

on the Premises any hazardous substances, as such term is given its broadest

meaning under state and federal laws. However, the Tenant shall be permitted to

store and to use customary cleaning solvents, printing inks, and comparable

items in connection with its use and maintenance of the Property,

notwithstanding the fact that some of these materials may fall within the

definition of "hazardous substances" within the meaning of applicable state and

federal laws subject to Tenant being solely liable and responsible for any

liability associated with the storage and/or use of said materials, including

liability under any state or federal laws.

 

      Section 7 Services and Utilities.

 

      7.1 Duty of Landlord: It is acknowledged and agreed that this is a

1'triple net lease" requiring the Tenant to provide and be responsible for all

maintenance, insurance, and taxes required in the ordinary use of the Property.

Landlord's duty shall principally be to permit the Tenant's quiet enjoyment of

the Property. However, the Landlord is specifically responsible for the

following items (together with any other items expressly listed in this Lease):

the maintenance of the roof and the maintenance of the exterior walls and the

parking lot; however, Tenant shall be liable and shall reimburse Landlord for

any maintenance and/or repairs to said items caused intentionally and/or as a

result of negligence of the Tenant, Employees, Invitees or Guests.

 

      7.2 Disclaimer: Landlord shall not be liable for any loss, injury or

damage to property caused by or resulting from any variation, interruption, or

failure of such services due to any cause whatsoever, unless due to Landlord's

gross negligence or willful misconduct, or from failure to make any repairs or

perform any maintenance, or from any other violation of this Lease. No temporary

interruption or temporary failure of such services incident to making of

repairs, alterations, or improvements, or due to accident, strike, or conditions

or events beyond Landlord's control shall be deemed an eviction of Tenant or

relieve Tenant from any of Tenant's obligations hereunder. An interruption or

failure shall be deemed "temporary" if it lasts no more than two consecutive

business days or no more than a total of five business days in any twelve month

period. However, the Tenant shall be entitled to rent abatement for any

interruption or failure that exceeds the number of days deemed "temporary."

Finally, the Tenant shall be entitled to terminate this Lease in the event that

the Building or any other part of the Property is materially untenantable for

the Tenant's then-applicable business uses for ten or more consecutive days or

for twenty days in any twenty-four month period.

 

      7.3 Heat Producing Equipment: The Landlord acknowledges that it is the

Tenant's initial intent to use the Building for an operations center. As a

result, the Tenant will be using machinery and equipment that can be expected to

use electrical power, and to generate heat therefrom, in excess of the levels

that might ordinarily be the case of most small businesses. This

 

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Lease and all Special Stipulations are deemed amended to reflect this Permitted

Use. Tenant acknowledges and agrees that should additional HVAC and/or other

improvements be required to service said special needs of Tenant, the Tenant

shall be responsible for all costs associated therewith.

 

      Section 8 Cost of Services and Utilities.

 

      8.1 The Tenant shall be responsible for the utilities for the Building,

which shall be separately metered at Landlord's expense. The Tenant shall also

pay premiums for insurance on the Building in an amount of coverage not to

exceed Five Hundred Thousand Dollars ($500,000.00) and for janitorial services

for the Building. The Tenant shall not be required to pay any other items,

except for rent and the other items expressly identified in this Lease. The

Tenant shall not be obligated to pay any management or other fees to the

Landlord.

 

      8.2 As used herein, the term "utilities" means all expenses paid or

incurred for electricity, water, gas, sewers, and similar utilities, including

any surcharge imposed for these services, on the Building.

 

      Section 9 Real Property Taxes.

 

      9.1 The Tenant shall pay the real property taxes on the Property,

including the value of the improvements made by the Tenant on the Property

during the term of this Lease. As used herein, the term "real property taxes"

means taxes on real property and personal property including all tenant

Improvements which are the sole responsibility of the Tenant, not the Landlord.

This shall include but not be limited to, charges and assessments levied with

respect to the Land, the Building, any improvements, fixtures and equipment, and

all other property of Landlord, real or personal, used directly in the operation

of the Building and located in or on the Building or the Land.

 

      However, it is expressly agreed that the term "taxes" and the term "real

property taxes" do not include any franchise, excise, income, sales, or

comparable taxes attributable to the Landlord's business or income.

 

      9.2 The Landlord shall furnish the Tenant with copies of all tax bills for

the Property that the Landlord receives immediately upon receipt. Assuming that

the Tenant receives tax bills at least thirty days prior to the delinquency date

thereof; the Tenant shall pay all taxes prior to their delinquency. However, the

Tenant is authorized to contest all taxes and assessments in accordance with

law. Any rebate or refund (or comparable credit) related to taxes and/or real

property taxes paid by the Tenant shall belong to the Tenant and the Landlord,

in the event that it receives the same, shall pay the same over to the Tenant

forthwith, whether or not the Lease is still in effect or shall have expired or

been terminated.

 

      Section 10 Improvements. Upon expiration or sooner termination of this

Lease, all improvements and additions to the Building, except for Tenant's

equipment, furnishings, trade fixtures, security and/or fire alarm system,

communications equipment, sign age, am-id other personalty, shall be deemed

property of the Landlord.

 

      Section 11 Care of Premises. Tenant shall take good care of the Premises.

Tenant shall not make any alterations, additions or improvements in or to the

Premises except in accordance with plans approved by the Landlord. The Landlord

agrees not to withhold its approval of any plans unreasonably. If the Landlord

fails or refuses to approve the Tenant's initial plans for renovating the

Property, then this Lease shall, at the option of the Tenant, be deemed void. It

is expressly agreed that the Tenant is permitted to change the locks and to

install a security and/or alarm system consistent with prudent banking and/or

any applicable federal or state regulations applicable to commercial banks. All

damages or injury done to the Premises or Building by Tenant or by any persons

who may be in or upon the Premises or Building with the expressed consent of the

Tenant shall be repaired at the cost and expense of the Tenant. All normal

repairs necessary to maintain the Premises in a tenantable condition shall be

done by or under the direction. of Landlord and at Landlord's expense except as

otherwise provided herein. Landlord shall be the sole judge as to what repairs

are necessary, but the Landlord agrees to act reasonably under all of the

attendant circumstances.

 

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      Section 12 Acceptance of the Premises. Acceptance of the Premises is

acknowledged upon acceptance of this Lease, except as otherwise expressly stated

in this Lease.

 

      Section 13 Access; Landlord's Right of Entry. Landlord and persons

authorized by Landlord may enter the Building at any time without notice to

Tenant in the event of emergency involving possible injury to property or

persons in or around the Land or the Building. Landlord and persons authorized

by Landlord shall also have the right to enter the Building at all reasonable

times during regular business hours and upon reasonable notice for the purposes

of making repairs, making alterations, additions, or improvements to the

Building, installing utilities, providing services to the Building other than

routine janitorial service, making inspections, or showing the Building to

prospective purchasers of the Property. Landlord acknowledges that Tenant, as a

commercial bank, has extensive security requirements. Consequently, Landlord

shall in all cases notify, in advance if possible, one or more of R. Rick Hart,

H. Edward Jackson, III, and/or John W. Gregory, Jr., at their home telephone

numbers if any entry is to be made into the Building other than during Tenant's

regular business hours.

 

      Landlord agrees that no visitations or entries shall be made, emergency

conditions excepted, that interfere with Tenant's business in any material

respects or that violate Tenant's right to quiet enjoyment of the Property.

 

      During the last one hundred eighty (180) days of the initial (or, if

applicable, any renewal) term, Landlord and persons authorized by Landlord shall

have the right at reasonable times and upon reasonable notice during regular

business hours or by mutually agreed special arrangement with Tenant to show the

Property to prospective tenants. Any such showing shall be conducted in a

nondisruptive manner that does not interfere with Tenant's business.

 

      Section 14 Damage or Destruction.

 

      14.1 If any part of the Building is damaged by fire or other casualty,

Tenant shall give prompt notice to Landlord. If damage by fire or other casualty

renders any substantial part of the Building untenantable and the repair time to

restore the Building to a tenantable condition will exceed one hundred twenty

(120) days (or will exceed thirty (30) days in the case of damage occurring

during the last twelve (12) months of the term), or if any part of the Land

and/or the Building is so damaged that in Landlord's judgment, substantial

alteration or reconstruction is required, or if any mortgagee of the Property

requires application of the insurance proceeds to the reduction of the mortgage

debt, or if any material uninsured loss occurs, Landlord may, at its option,

terminate this Lease by so notifying Tenant in writing within sixty (60) days

after the date of the casualty. If the damage by fire or other casualty renders

any substantial part of the Building untenantable and if the repair time to

restore the Building to a tenantable condition will exceed one hundred twenty

(120) days (or will exceed thirty (30) days in the case of damage occurring

during the last twelve (12) months of the term), Tenant may elect to terminate

this Lease by so notifying Landlord in writing within sixty (60) days after the

date of the casualty. In the event that notice of termination is given by either

or both of Landlord and/or Tenant, the Lease shall be deemed to terminate on the

sixtieth (60th) day after the first such notice is sent to the other party by

the party effecting the termination.

 

      If neither party terminates this Lease as a result of casualty damage as

specified above, Landlord shall promptly begin and diligently pursue the work of

restoring the Building (including the tenant improvements) to substantially

their former condition as soon as reasonably possible. The rent shall abate

during the time and to the extent the Building is untenantable (or access to the

Land and/or the Building is obstructed) in whole or in part, as the result of

fire or other casualty, but such abatement shall not extend the term. If the

Building is more than forty percent (40%) untenantable, then all rent shall

abate. The foregoing right of the Tenant to terminate this Lease shall be in

addition to any other right of Tenant to terminate this Lease.

 

      14.2 As long as Tenant is not in material default hereunder, Landlord

covenants that Tenant shall peaceably hold and enjoy the Land and the Building,

subject to the terms of this Lease. All entrances, exits, and all access to

light and air now enjoyed by the Land and the Building, shall be and remain

intact and uninterrupted by any act or omission of Landlord, its managers,

owners, partners, officers, directors, employees, agents, customers, or

contractors during the term of this Lease. The Landlord will not knowingly

suffer or permit any material violation of the Tenant's right of quiet

enjoyment.

 

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      14.3 Landlord shall maintain property and casualty insurance on the Land

and the Building, with an insurance company licensed to do business in

Tennessee, with extended coverage or such other additional coverage as Landlord

shall elect, in an amount of not less than Five Hundred Thousand Dollars

($500,000.00), said premium for said policy of insurance to be reimbursed by

Tenant to Landlord. Landlord shall use the proceeds of any insurance payment

related to a casualty loss to the Land and/or the Building to, among other

things, repair the Property to its condition immediately prior to such casualty

loss, unless this Lease is terminated in accordance with Subsection 14.1 hereof.

 

      14.4 Other than rental abatement provided in Section 14.1, except for the

Landlord's gross negligence, willful misconduct or voluntary act, no damages,

compensation or claim shall be payable by Landlord for inconvenience or loss of

business arising from interruption of business, repair or restoration of the

Building or Premises. Landlord shall use its best efforts t& effect repairs and

restoration in a prompt manner.

 

      Section 15 Waiver of Subrogation. Whether the loss or damage is due to the

negligence of either Landlord or Tenant, their agents or employees or any other

cause, Landlord and Tenant to each herewith and hereby release and relieve the

other, their agents, or employees, from responsibility for, and waive their

entire claim of recovery for (i) any loss or damage to the real or personal

property of either located anywhere in the Building, arising out of or incident

to the perils which are covered by their respective fire insurance policies,

with extended coverage endorsements, or (ii) loss resulting from business

interruption at the Premises or loss of rental income from the Building, arising

out of or incident to the occurrence of any of the perils which may be covered

by the business interruption insurance policy amid by the loss of rental income

insurance policy held by Landlord or Tenant. Each party shall cause its

insurance carriers to consent to such waiver of all rights or subrogation

against the other party. Notwithstanding the foregoing, no such release shall be

effective unless the aforesaid insurance policy or policies shall expressly

permit such a release or contain a waiver of the carrier' s right to be

subrogated.

 

      Section 16 Indemnification and Liability Insurance.

 

      16.1 Tenant shall indemnify Landlord and save it harmless from and against

any and all liability, damages, costs, or expenses, including attorneys fees,

arising from any act, omission, or negligence of Tenant or its officers,

contractors, licensees, agents, servants, employees, guests, invitees, or

visitors in or about the Building or arising from any breach or default under

this Lease by Tenant or arising from any accident, injury or damage howsoever

caused by Tenant or its officers, contractors, licensees, agents, servants,

employees, guests, invitees or visitors, to any person or property, occurring in

or about the Building or premises. This provision shall not be construed to make

Tenant responsible for loss, damage, liability or expense resulting from

injuries to third parties caused by the negligence of Landlord or of its

officers, contractors, licensees, agents, employees, or invitees.

 

      Landlord shall indemnify Tenant and save Tenant harmless from and against

any and all liability, damages, costs, or expenses, including attorneys' fees,

arising from any act, omission, or negligence of Landlord or its officers,

managers, contractors, licensees, agents, servants, employees, guests, invitees,

or visitors in or about the Land and/or the Building or arising from any breach

or default under this Lease by Landlord or arising from any accident, injury or

damage howsoever caused by Landlord or its managers, officers, contractors,

licensees, agents, servants, employees, guests, invitees or visitors, to any

person or property, occurring in or about the Property. This provision shall not

be construe to make Landlord responsible for loss, damage, liability or expense

resulting from injuries to third parties caused by the negligence of Tenant or

of its managers, officers, contractors, licensees, agents, employees, invitees,

or visitors.

 

      16.2 Tenant shall, at the Tenant's expense, obtain and keep in force

during the term of this Lease a policy of comprehensive public liability

insurance insuring Landlord and Tenant against any liability arising out of the

ownership, use, occupancy or maintenance of the Premises. Such insurance shall

be in the amount of not less than One Million Dollars ($1,000,000) for injury or

death of one person in any one accident or occurrence and in the amount of not

less than One Million Dollars ($1,000,000) for injury or death of more than one

person in any one accident or occurrence. Such insurance shall further insure

Landlord and Tenant against liability for property damage of at least One

Million Dollars. ($1,000,000) . The limit of any such insurance shall not limit

the liability of the Tenant hereunder. Tenant may provide this insurance under a

blanket policy, provided that said insurance shall have a

 

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Landlord's protective liability endorsement attached thereto. If Tenant fails to

procure and maintain said insurance, Landlord may, but shall not be required to,

procure and maintain same, but at the expense of Tenant. Insurance required

hereunder shall be in companies rated A:xiii or better in "Best's Key Rating

Guide." Tenant shall deliver to Landlord certified copies of policies or

certificates of liability insurance required herein with loss payable clauses

satisfactory to Landlord prior to the commencement of each lease year. No policy

shall be cancelable or subject to reduction of coverage, without written notice

at least thirty (30) days in advance that said policy is to be canceled. All

such policies shall be written as primary policies not contributing with and not

in excess of coverage which Landlord may carry and shall be written with an

insurance carrier reasonably satisfactory to Landlord.

 

      In the alternative, the Tenant may endorse the Landlord to the Tenant's

existing insurance casualty policies.

 

      Section 17 Assignment and Subletting.

 

      17.1 Tenant shall not sell assign, mortgage or transfer this Lease, sublet

the Premises or any part thereof; or knowingly any willingly allow any transfer

by operation of law without the prior written consent of Landlord subject to the

credit worthiness of the sublessee said consent shall not be unjustly withheld.

Tenant shall deliver to Landlord a true and complete copy of the sublease with

said notice. The rent shall be adjusted on a pro rata basis to the number of

square feet retained by Tenant and this Lease as so amended shall continue

thereafter in full force and effect.

 

      It is expressly agreed, however, that a change in control of the Tenant

shall not constitute an assignment or subletting. In addition, where this

Subsection 17.1 refers to an adjustment of the rent pro rata, it is intended by

the parties that all other charges to the Tenant (such as, without limitation,

for utilities and taxes) shall be reduced by the same proportion.

 

      17.2 Sublease Obligations: Any subletting hereunder by Tenant shall not

result in Tenant being released or discharged from any liability under this

Lease. As a condition of Landlord's prior written consent as provided for in

this paragraph, the subtenant or subtenants shall agree in writing to comply

with and be bound by all of the terms, covenants, conditions, provisions and

agreements of this Lease and Tenant shall deliver to Landlord, promptly after

execution, an executed copy of each sublease and an agreement of said compliance

by each subtenant.

 

      17.3 Void Assignment or Subletting: Any subletting not approved by the

Landlord is voidable as to the Landlord at Landlord's option exercised by

written notice sent to the Tenant within thirty (30) days after receiving actual

knowledge of the non-permitted subletting.

 

      Section 18 Advertising. Tenant shall not inscribe any inscription, or

post, place, or in any manner display any sign, graphics, notice, picture,

placard or poster, or any advertising matter whatsoever, anywhere in or about

the Premises or the Building at places visible (either directly or indirectly as

an outline or shadow on a glass pane) from anywhere outside Tenant's occupied

area or at the entrance to Premises without first obtaining Landlord's written

consent thereto, such consent to be at Landlord's sole discretion. Any such

consent by Landlord shall be upon the understanding and condition that Tenant

will remove the same at the expiration or sooner termination of this Lease and

Tenant shall repair any damage to the Premises or the Building caused thereby.

 

      However, the foregoing prohi