Contract

Exhibit 10.25 LEASE AGREEMENT THIS LEASE AGREEMENT (this “Lease”), is made and entered into this 7thday of October, 2003, by and between EVALINA HARWELL ANDREWS, BUCKHEADINVESTMENTS LLC, a Tennessee limited liability company, SAM K. HARWELL, IV, FREDRUSSELL HARWELL AND JAMES D. HARWELL (hereinafter collectively called”Landlord”), and PINNACLE NATIONAL BANK, a nationally chartered bank(hereinafter called “Tenant”). WITNESSETH:1. PREMISES. Landlord, for and in consideration of the rents, covenants and agreementshereinafter mentioned and hereby agreed to be paid, kept and performed byTenant, hereby leases to Tenant, and Tenant hereby accepts and leases fromLandlord, the office building, other improvements and land (the “Premises”)situated at the corner of West End Avenue and 23rd Avenue North in Nashville,Davidson County, Tennessee. The Premises is more particularly described onExhibit “A” attached hereto and incorporated herein by reference. The depictionand location of the Premises as described on Exhibit “A” shall be subject tosuch changes during the alterations to the Premises made by Tenant and Tenant’scontractors, as set forth more fully in Section 9 of this Lease. Upon suchchanges being approved by Landlord pursuant to said Section 9, Exhibit “A” shallbe deemed to have been expressly modified and amended herein in accordance withsuch changes. TO HAVE AND TO HOLD the Premises unto Tenant for the term, and subject toall the covenants, agreements, terms, provisions and conditions as herein setforth.2. TERM. (a). Original Term. The commencement of the term of this Lease shall bethe date of delivery of possession of the Premises by the Landlord to theTenant, which shall be the date Landlord furnishes written notice to Tenant thatthe current tenant of the Premises (the “Current Tenant”) has vacated thePremises (the “Commencement Date”), which date shall not be earlier than January1, 2004, and the term of this Lease shall end, unless sooner terminated asherein provided, on the day preceding the tenth (10th) anniversary of theCommencement Date (the “Expiration Date”), both dates inclusive (the “OriginalTerm”). The Target Commencement Date is January 1, 2004. In the event thePremises shall not be ready for possession by Tenant on the Target CommencementDate for whatever reason, Landlord shall not be subject to any liability (otherthan as provided in Section 4 hereof) for the failure to deliver possession onsaid date, and this Lease shall remain in full force and effect. In such event,the Original Term hereof shall begin on the first day the Premises arethereafter ready for possession, with the Commencement Date and the ExpirationDate being extended accordingly. Landlord shall use its good faith efforts tofurnish possession to Tenant on the Target Commencement Date, provided, however,Tenant understands and acknowledges that the lease with the Existing Tenantcontains an expiration date of May 31, 2004. If the Commencement Date shall beother than the first day of a month, then the Original Term shall be extendedfor the number of days from the Commencement Date through and including the lastday of the calendar month in which the Commencement Date occurs so that the lastday of the Original Term will normally fall on the last day of a calendar month. (b). Option Term. Tenant shall have and is hereby given two (2) separateoptions to renew and extend the Original Term of this Lease for a period of five(5) years each (each of the five (5) year option periods shall hereinafter bereferred to separately as the “First Option Term” and the “Second Option Term,”and collectively the First Option Term and the Second Option Term shall bereferred to as the “Option Terms”). The lease of the Premises during the OptionTerms shall be on the same terms and conditions as herein set forth except thatthe rental to be paid during the period of the Option Terms shall be ashereinafter specifically provided. Tenant shall not have the right to exercisethe First Option Term if: (1) Tenant is, or has been, in default beyond theapplicable cure period Page 83under any of the terms, provisions and covenants of the Lease at any time duringthe Original Term, or (2) Tenant has assigned or sublet any or all of itsinterest in this Lease. Tenant shall not have the right to exercise the SecondOption Term if: (1) Tenant did not exercise the First Option Term, or (2) Tenantis, or has been, in default beyond the applicable cure period under any of theterms, provisions and covenants of the Lease at any time during the OriginalTerm or the First Option Term, or (3) Tenant has assigned or sublet any or allof its interest in this Lease. In order to exercise the Option Terms, Tenantshall give Landlord written notice of its election at least twelve (12) monthsprior to the expiration of the Original Term or the First Option Term, whicheveris applicable. Upon the furnishing of such notice, this Lease shall thereupon beso extended and renewed without the execution of any other document. Failure byTenant to notify Landlord of Tenant’s exercise of any option herein granted inthe manner and within the time period set forth herein shall constitute a waiverof said option to renew, and all subsequent options to renew. All references inthis instrument to the term of this Lease shall mean and include the OriginalTerm and the Option Terms.3. RENT. Tenant shall, without deduction, abatement or setoff of any naturewhatsoever, pay to Landlord during the first year of the Term beginning on theCommencement Date (as defined herein) of this Lease as rent for the Premises anamount equal to $140,000 per year, or $11,666.67 per month. The rent shallescalate each year thereafter in the Original Term by two percent (2%) annually. Rent in the first year of the First Option Term shall equal the greaterof: (1) a two percent (2%) increase over the rent paid in year ten (10) of theOriginal Term, or (2) $140,000 multiplied by the percentage increase in theConsumer Price Index for all items for all Urban Consumers (CPI-U) as publishedby the Bureau of Labor Statistics for the period from January 1, 2004 to themonth preceding the last month of the Original Term. Rent for each successiveyear during the First Option Term shall escalate by two percent (2%) annually. Rent in the first year of the Second Option Term shall equal the greaterof: (1) a two percent (2%) increase over the rent paid in year five (5) of theFirst Option Term, or (2) $140,000 multiplied by the percentage increase in theConsumer Price Index for all items for all Urban Consumers (CPI-U) as publishedby the Bureau of Labor Statistics for the period from January 1, 2004 to themonth preceding the last month of the First Option Term. Rent for eachsuccessive year during the Second Option Term shall escalate by two percent (2%)annually. Rent is payable in equal monthly installments, in advance and withoutdemand on the first day of each and every month during the term of this Leaseto: (1) one third of each monthly rent payment shall be paid to EvalinaHarwell Andrews, 1624 Chickering Road, Nashville, Tennessee 37215; (2) one third of each monthly rent payment shall be paid to BuckheadInvestments LLC, 1181 Northmoor Court, Atlanta, Georgia, 30327; (3) one ninth of each monthly rent payment shall be paid to Sam Harwell,IV, 42 Wyn Oak, Nashville, Tennessee 37205; (4) one ninth of each monthly rent payment shall be paid to Fred RussellHarwell, 3804 Brighton Road, Nashville, Tennessee 37205; (5) one ninth of each monthly rent payment shall be paid to James D.Harwell, c/o Fred Russell Harwell, 3804 Brighton Road, Nashville, Tennessee37205;(or such other address furnished in writing by Tenant to Landlord followingexecution of this Lease). Tenant shall pay the first monthly installment of rent on the execution ofthis Lease. In the event that Landlord shall not have received any payment duehereunder within ten (10) days of the date due, Tenant shall pay a late paymentfee equal to five percent (5%) of the amount not paid. In the event that theOriginal Term of this Lease Page 84shall commence on a date other than on the first day of a calendar month, theOriginal Term shall be extended as provided in Section 2 and Tenant shall paypro rated rent for such period based on the number of days involved multipliedby the then current rent, which payment, together with the rent for theimmediately succeeding full calendar month, shall be due and payable on theCommencement Date of the Original Term.4. RENT ABATEMENT. Landlord and Tenant understand that the date of delivery of possession ofthe Premises and the corresponding commencement of this Lease is subject to theCurrent Tenant vacating the Premises, as described more fully in Section 2 ofthis Lease. For each day in which possession is delayed between the TargetCommencement Date and the Commencement Date (both as defined in Section 2),Tenant shall be entitled to free rent in the amount of $537 per day (the “DailyFree Rent Abatement Amount”). For example, if the Commencement Date of thisLease is January 31, 2004, Tenant shall be entitled to free rent of $16,647 (31days times $537 per day) and Tenant, instead of paying the fixed rent of$11,666.67 for each of the months of February and March of 2004, would pay norent for the month of February 2004, would pay rent of $6687.34 for the month ofMarch 2004, and would pay rent of $11,666.67 for the month of April 2004 andcontinue to pay the rent set forth in this Lease thereafter. Notwithstanding theforegoing, if this Lease is not executed by both Landlord and Tenant on orbefore Tuesday, September 30, 2003, despite the good faith efforts of bothparties in the negotiation and execution of the Lease, the Daily Free RentAbatement Amount shall be reduced by each day following September 30, 2003 untilthe Lease is executed by Landlord and Tenant. For example, if the Lease is fullyexecuted on October 15, 2003 (15 days after September 30, 2003), the Daily FreeRent Abatement Amount to be calculated by the parties for the period of timebetween the Target Commencement Date and the Commencement Date, as provided inthis Section 4, shall be reduced by $8,055.00 (or 15 days times $537.00 perday).5. NET LEASE. This Lease is intended to be, and shall be construed as, an absolutely netlease, whereby under all circumstances and conditions (whether now or hereafterexisting or within the contemplation of the parties) the rent payable toLandlord shall be a completely net return to Landlord throughout the term ofthis Lease; and Tenant shall pay, and shall indemnify, defend and hold harmlessLandlord from and against any and all claims, losses, damages, impositions,offsets, expenses, costs, liabilities, obligations and charges of any kindwhatsoever (including, without limitation, reasonable attorney’s fees) whichshall arise or be incurred, or shall become due, during the Original Term andany Option Terms of this Lease, with respect to or in connection with, thePremises and/or the maintenance, repair, rebuilding, use or occupation thereof,or any portion thereof. Landlord shall not be required to provide any servicesor do any act in connection with the Premises, and the rent under this Leaseshall be paid to Landlord without any claim on the part of Tenant for diminutionor abatement, and the fact that Tenant’s use and occupancy of the Premises shallbe disturbed or prevented by any cause whatsoever shall not in any way suspend,abate or reduce the rent to be paid under this Lease, or otherwise affectTenant’s obligations under this Lease.6. UTILITIES. (a). Charges. Tenant agrees to pay all charges for all utilities used,rendered or supplied upon or in connection with the Premises. Tenant shall makeapplication for and arrange for and pay or cause to be paid all charges forelectricity, gas, water, telephone and any other utility services used, renderedor supplied upon or in connection with the Premises and shall indemnify and saveharmless Landlord against any liability or charges on account thereof. (b). Liability. Landlord shall not be liable to Tenant for any damageshould any utility service be interrupted because of repairs, renewals,improvements, alterations, strikes, lockouts, accidents, or any other cause. Anysuch interruption of service shall never be deemed an eviction or disturbance ofTenant’s use and possession of the Premises or any part thereof or relieveTenant from performance of Tenant’s obligations under this Lease.7. ASSIGNMENT AND SUBLETTING. Page 85 (a). No Assignment. Tenant shall not, without the prior written consent ofLandlord, not to be unreasonably withheld, assign this Lease or any interesttherein or sublet the Premises, or any part thereof, or permit the use of thePremises by any party other than Tenant, and in the case of any such assignmentor subletting to which Landlord shall have consented, a copy of the instrumentof assignment or subletting shall be delivered to Landlord promptly upon themaking of such assignment or upon such subletting. The sale, issuance ortransfer, at any time, of fifty percent (50%) or more of the voting capitalstock of Tenant or Pinnacle Financial Partners, Inc. shall be deemed to be anassignment of this Lease within the meaning of this Section, unless such saleissuance or transfer is to an entity whose assets are equal to or greater thanTenant and Pinnacle Financial Partners, Inc. as of the Commencement Date of thisLease. Consent to any assignment, subrent or sublease shall not be deemed to bea consent to any subsequent assignment, subrent or sublease; and all subsequentassignments, subrentals or subleases shall be made likewise only on the priorwritten consent of Landlord. If Landlord shall consent to an assignment, theassignee of Tenant shall, in writing, assume the obligations of Tenanthereunder, so as to become directly liable to Landlord for all such obligations.Such assumption shall be incorporated in the instrument of assignment, a copy ofwhich shall be delivered to Landlord. No sublease, subrental or assignment byTenant shall relieve Tenant of any liability hereunder. In the event thatLandlord approves Tenant’s assignment or subletting of this Lease, Tenant shallpay to Landlord: (1) a fee of one thousand dollars ($1000.00) for the processingby Landlord of the necessary documents in connection with such transaction and(2) fifty percent (50%) of any monies received by Tenant as a result of theassignment or subletting which are in excess of the rent payable by Tenanthereunder. (b). Basis for Withholding Consent. Without limiting the other instancesin which it may be reasonable for Landlord to withhold its consent, Landlord andTenant acknowledge that it shall be reasonable for Landlord to withhold itsconsent in the following instances: (1) if, at the time consent is requested orat any time prior to the granting of consent, Tenant is or has been in defaultunder this Lease; (2) if, in Landlord’s reasonable judgment, the quality orcharacter of the business to be conducted in the Premises is or may be adverselyaffected during the term of this Lease as a result of the transaction for whichconsent is requested; (3) if, in Landlord’s reasonable judgment, the financialworth of a proposed assignee or sublessee does not meet the credit standardsrequired by Landlord, or the experience of the proposed transferee, assignee,sublessee, or licensee in the type of business conducted in the Premises is notat least equal to that of Tenant, or its reputation for business integrity andquality of operations is not excellent; and (4) in the case of a subletting, ifthe subletting is of less than the entire Premises. (c). Landlord’s Assignment. Landlord, at any time, and from time to time,may make an assignment of its interest in this Lease, and, in the event of suchassignment and the assumption by the assignee of the covenants and agreements tobe performed by Landlord herein, Landlord and its successors and assigns (otherthan the assignee of this Lease) shall be released from any and all liabilityhereunder.8. CONDITION OF PREMISES. Landlord to its knowledge upon reasonable investigation represents andwarrants to Tenant that it has no knowledge of any Hazardous Substances (asdefined in Section 29) in, on or under the Premises. Landlord further representsand warrants to Tenant that it has good title to the Premises and said Premisesare not encumbered by any mortgage liens. As to all other matters, Tenant hasinspected the Premises and accepts them WITH ALL FAULTS and in their present “ASIS” condition. Other than as set forth above, Landlord has made no statement,representation or warranty regarding the condition of the Premises. As amaterial consideration for Landlord to enter into this Lease, Tenant releasesand discharges Landlord from any and all duty or obligation to provide to Tenantany notice or disclosure of any defect, latent or otherwise, in the Premises,other than as set forth above.9. TENANT’S ALTERATIONS. (a). Landlord Approval. Tenant shall make no alterations, installations,additions or improvements in or to the Premises throughout the Original Term andthe Option Terms without Landlord’s prior written consent. Landlord’s consentand approval required by the preceding sentence shall not be unreasonablywithheld or delayed. Landlord’s consent shall be deemed given if Landlord hasnot responded to such request within seven (7) business days following receiptof Tenant’s written request for approval. Provided however, Landlord hasapproved in advance the conceptual drawings and construction work described onattached Exhibit “B” (the “Initial Bank Improvements”). The Initial BankImprovements and all subsequent work, alterations, installations, additions and Page 86improvements shall be done at Tenant’s sole cost and expense. Prior tocommencement of such work, Tenant shall obtain and deliver to Landlord written,unconditional waivers of mechanic’s or other liens on the real property (to theextent permitted by law) in which the Premises are located, signed by allarchitects, engineers, contractors, mechanics and designers to become involvedin such work. Tenant shall also provide at Landlord’s request such financialsecurity as Landlord shall require to guarantee completion of Tenant’s work andpayment of all contractors and suppliers utilized in connection therewith. Any Tenant’s work in the Premises, other than the Initial BankImprovements, shall be effected solely in accordance with plans andspecifications first approved in writing by Landlord. Tenant shall reimburseLandlord promptly upon demand for any costs and expenses incurred by Landlord inconnection with Landlord’s review of such Tenant’s plans and specifications.Landlord will not unreasonably withhold or delay its consent to requests foralterations, additions and improvements (provided they will not materiallyadversely affect the Premises’ structure, electrical, HVAC, plumbing ormechanical systems). Any such approved alterations and improvements (including the Initial BankImprovements) shall be performed in accordance with the foregoing and thefollowing provisions of this Section: 1. All work shall be done in a good and workmanlike manner. 2. Tenant covenants and agrees to pay to its contractor, as the work progresses, the entire cost of supplying the materials and performing the work shown on Tenant’s approved plans and specifications. 3. All such alterations shall be effected in compliance with all applicable laws, ordinances, rules and regulations of governmental bodies having or asserting jurisdiction in the Premises and in accordance with Landlord’s rules and regulations, as from time to time promulgated, with respect to alterations. 4. With respect to the Initial Bank Improvements, Tenant shall furnish to Landlord a complete set of the plans and specifications when available. The work by Tenant and Tenant’s contractor to complete the Initial Bank Improvements shall not be materially different than as shown on the description of the Initial Bank Improvements attached as Exhibit “B” hereto. 5. During the progress of the work to be done by Tenant, all work shall be subject to inspection by representatives of Landlord who shall be permitted access and the opportunity to inspect, at all reasonable times, but this provision shall not in any way whatsoever create any obligation on Landlord to conduct such an inspection. 6. Prior to commencement of any work, Tenant shall furnish to Landlord certificates from its general contractor evidencing the existence of: (i) workmen’s compensation insurance covering all persons employed for such work; and (ii) comprehensive general liability and property insurance naming Landlord, its designees and Tenant as insureds, with coverage of at least Five Million ($5,000,000) Dollars single limit. 7. Upon completion of any work, including the Initial Bank Improvements, Tenant shall provide to Landlord a complete set of as-built plans for the Premises. (b). No Landlord Liability. Notice is hereby given that Landlord shall notbe liable for any labor or materials furnished or to be furnished to Tenant uponcredit, and that no mechanic’s or other lien for any such labor or materialsshall attach to or affect the reversion or other estate or interest of Landlordin and to the Premises. (c). Mechanic’s Liens. Any mechanic’s lien filed against the Premises forwork claimed to have been done for or materials claimed to have been furnishedto Tenant shall be discharged by Tenant at its expense within thirty (30) daysafter such filing, by payment, filing of the bond required by law or otherwise. Page 87 (d). Fixtures. All alterations, installation, additions and improvementsmade and installed by Tenant, or at Tenant’s expense, upon or in the Premiseswhich are of a permanent nature and which cannot be removed without damage tothe Premises shall become and be the property of Landlord, and shall remain uponand be surrendered with the Premises as a part thereof at the end of the term ofthe Lease, except that Landlord shall have the right and privilege at any timeup to six (6) months prior to the expiration of the term of this Lease to servenotice upon Tenant that any of such alterations, installations, additions andimprovements shall be removed and, in the event of service of such notice,Tenant will, at Tenant’s own cost and expense, remove the same in accordancewith such request, and restore the Premises to its original condition, ordinarywear and tear excepted. (e). Trade Fixtures. Where furnished by or at the expense of Tenant, allfurniture, furnishings and trade fixtures, and any other movable property shallremain the property of Tenant which may at its option remove all or any partthereof at any time prior to the expiration of the term of this Lease. In caseTenant shall decide not to remove any part of such property, Tenant shall notifyLandlord in writing no less than three (3) months prior to the expiration of theterm of this Lease, specifying the items of property which it has decided not toremove. If, within thirty (30) days after the service of such notice, Landlordshall request Tenant to remove any of the said property, Tenant shall at itsexpense remove the same in accordance with such request. As to such propertywhich Landlord does not request Tenant to remove, the same shall be, if left byTenant, deemed abandoned by Tenant and thereupon the same shall become theproperty of Landlord. (f). Abandoned Property. If any alterations, installations, additions,improvements or other property which Tenant shall have the right to remove or berequested by Landlord to remove as provided herein are not removed on or priorto the expiration of the term of this Lease, Landlord shall have the right toremove the property and to dispose of the same without accountability to Tenantand at the sole cost and expense of Tenant. In case of any damage to thePremises resulting from the removal of the property, Tenant shall repair suchdamage or, in default thereof, shall reimburse Landlord for Landlord’s cost inrepairing such damage. This obligation shall survive any termination of thisLease.10. REPAIR. Tenant shall keep and maintain the interior and exterior of the Premisesin good condition and repair, excepting only reasonable wear and tear. Suchrepair and maintenance responsibilities of Tenant shall include, but not belimited to, the roof and outside walls, including all of the structuralcomponents of the Premises, the plumbing, electrical, wiring, heating,ventilating and air conditioning systems, all windows and doors, both interiorand exterior, replacement of any plate glass which may be damaged or broken,floor surfaces and coverings, and the repair and maintenance of the parking areathat is included in the Premises. Notwithstanding any other provision hereof,Landlord shall not be liable or responsible for any loss or damages to thecontents of the Premises, including, without limitation, Tenant’s inventory orequipment or any other property of Tenant or its customers, which may beoccasioned by or result from the leaking, overflowing or rising of water throughthe roof or any other means of entry, or without limitation, the leaking ordischarge of water or other substance from any plumbing or fire-extinguishingfixtures or equipment, or from any electrical or power failure or malfunction.Landlord shall have no obligation to perform any repairs or other maintenance ofthe Premises during the term of this Lease.11. USE AND OPERATION. (a). Use. The Premises shall during the term of this Lease be used andoccupied by Tenant, subject to the conditions herein contained, for the purposeof operating a branch bank facility which includes a drive through area, and anyother office use. The Premises may not be used for any other purpose without theprior written consent of Landlord, which consent shall not be unreasonablywithheld. (b). Exterior Areas. Tenant shall keep the outside areas immediatelyadjoining the Premises clean and free from ice and snow, and shall refrain fromplacing or permitting any rubbish, obstructions or merchandise in such areas. (c). Garbage. Tenant shall store all trash and garbage in adequatecontainers maintained in a neat and clean condition and in accordance with allapplicable codes and regulations, located where Landlord shall from time Page 88to time designate, so as not to create or permit any health or fire hazard, andTenant shall arrange for the regular removal thereof at Tenant’s expense.12. RESTRICTIONS ON USE. Tenant shall not use, occupy or permit the Premises or any part thereof tobe used or occupied for any business, use or purpose deemed by Landlord to bedisreputable, disorderly or extra-hazardous, nor in such manner as to disturbthe peaceful and quiet occupancy of adjoining properties or constitute anuisance of any kind; nor shall Tenant allow, permit or suffer any noise, smokeor odor to escape from the Premises in a manner which will disturb otheroccupants adjacent properties. Tenant covenants and agrees that it will, at itsexpense, comply with all laws, ordinances, orders, directions, requirements,rules and regulations of all governmental authorities (including federal, state,county and municipal authorities), now in force or which may hereafter be inforce, which shall impose any duty upon Landlord or Tenant with respect to theuse, occupancy or alteration of the Premises, and of all insurance bodiesapplicable to the Premises or to the Tenant’s use or occupancy thereof. Landlord shall not be liable to Tenant for any damage due to anyinterruption of utility service, whether due to any interruption of utilityservice, whether from repairs, accidents, strikes, or any other cause, nor shallthe same be construed as an eviction of Tenant, work an abatement of rent, orrelieve Tenant from the operation of any covenant or agreement of this Lease.13. SIGNS. No sign, fixture, advertisement or notice shall be displayed, inscribed,painted or affixed by Tenant on any part of the outside of the Premises unless:(i) such sign shall conform to all applicable laws, ordinances and governmentalregulations, and (ii) Tenant shall have obtained Landlord’s prior writtenapproval of the size, lighting (if applicable) and location of all such signs.Provided however, Landlord has approved the signage described on attachedExhibit “B”. At the expiration or sooner termination of this Lease, Tenant shallremove all signs installed or placed on or in the Premises by it and shallrepair any damage caused by such removal. Tenant shall not erect or place, orpermit to be erected or placed, on the Premises any sign, or other form ofadvertising fixture or equipment, other than signs relating to the principalbusiness conducted by Tenant in the Premises.14. CASUALTY. In the event that the Premises are damaged by fire or other casualtyduring the term hereof, and Tenant shall pay the deductible on the propertyinsurance required to be carried by Tenant on the Premises, if any, and thePremises shall be repaired or rebuilt to the same condition that existed priorto such casualty as speedily as practical under the circumstances at the expenseof Tenant (or Landlord, as loss payee under such policy). All repairs requiredto be made shall be accomplished with reasonable promptness subject tounavoidable delays. The rent shall abate in proportion to the portion of thePremises that is unfit. If the Premises should be damaged by fire or othercasualty and the Premises cannot reasonably be repaired or restored asdetermined by a mutually agreeable architect within twelve (12) months from thedate of the determination, Landlord or Tenant may, at either’s option, terminatethis Lease by notice in writing to the other within sixty (60) days after thedate of casualty. In the event of such termination, Landlord shall retain theamount of the insurance proceeds, Tenant shall pay the amount of any deductibleunder the property insurance policy15. LIABILITY. The covenants and undertakings herein made and entered into by Landlordare solely for the purpose of binding Landlord to the extent specifically ofLandlord’s interest in the Premises only, and it is expressly agreed by theparties hereto and by all persons claiming by, through or under them that nopersonal liability is assumed by or shall at any time arise or be asserted orenforced against Landlord, its successors and assigns, on account of thecovenants herein contained, either express or implied, all such liability, ifany, being expressly waived and released by Tenant and by any and all personsclaiming by, through or under Tenant, and that recourse hereunder, if any, byTenant, its successors or assigns, shall be limited specifically and exclusivelyto Landlord’s interest in the Premises. Page 8916. INSURANCE. (a) Types of Coverages. Tenant shall at all times during the term of thisLease, at its sole cost and expense, maintain in full force and effect thefollowing insurance in standard form generally in use in the State of Tennesseewith insurance companies satisfactory to Landlord and authorized to do businessin Tennessee, which insurance shall name Landlord as an additional insured forthe full amount of the insurance herein required; (i) Fire and Extended Coverage insurance policy with special causes of loss naming Landlord as loss payee as respects building ownership insuring against loss or damage by fire or other casualty in an amount not less than one hundred percent (100%) of the replacement cost of the Premises. (ii) Comprehensive public liability insurance and property damage insurance against all claims for bodily injury, death or property damage occurring in or about the Premises and the property of which the Premises is a part in a combined single limit not less than One Million Dollars ($1,000,000) with a Five Million Dollar ($5,000,000) umbrella liability policy. (iii) Personal Property Insurance covering Tenant’s trade fixtures, furniture, equipment and other improvements or installations providing protection to the extent of not less than eighty (80%) percent of the insurable value thereof against all casualties. (iv) Business Income Coverage for the loss of rents during the first twelve (12) months of reconstruction necessitated by the occurrence of any of the hazards covered by the fire and extended coverage outlined above. (b). Copies of Policies. Tenant shall, as of the Commencement Date of theterm of this Lease and thereafter not less than thirty (30) days prior to theexpiration of any insurance policy required hereunder, furnish Landlord with acopy or certificate of said policy. All policies required hereunder shallcontain an endorsement providing that the insurer will not cancel or materiallychange the coverage of said policy without endeavoring to give prior writtennotice to Landlord. If Tenant fails to provide Landlord with insurance policycopies or certificates evidencing the insurance coverages required above, thenLandlord shall have the right to obtain the required insurance coverage and theTenant shall pay the premiums therefor upon demand. (c). Waiver of Subrogation. Tenant does hereby waive all rights ofrecovery, if any, against Landlord for damage to, or destruction of, thePremises or any of Tenant’s personal property in the event such damage ordestruction is caused by fire or other casualty which may be covered by astandard fire and extended coverage insurance policy.17. TAXES. (a). Personal Property Taxes. Tenant shall pay all taxes levied onpersonal property, including fixtures and equipment, owned by Tenant andsituated on or installed in the Premises. (b). Real Estate Taxes. Landlord shall pay all taxes and assessmentslevied on the Premises including any increases during the Term whether as theresult of improvements made to the Premises or not. (c). Tax on Rents. The parties recognize that, as of the date hereof, thelaws of Tennessee and of the United States do not provide for the imposition ofany tax specifically on rents payable under leases of real property of the typehere involved. Nevertheless, if at any time during the term of this Lease, a taxon the rents payable hereunder is imposed on, assessed against, or made payableby Lessor (including, without limitation any type of sales or similar excisetax, but excluding any general income tax) by any governmental entity or taxingauthority, the amount of any such tax shall immediately be deemed to beadditional rent payable by Tenant to Landlord on the same dates and togetherwith the payments of the rents due hereunder. Page 9018. CONDEMNATION. (a). Total Taking, If the whole of the Premises shall be taken for anypublic or quasi-public use under any statute or by right of eminent domain, orby purchase under threat of condemnation, then this Lease shall automaticallyterminate as of the date that title shall be taken. (b). Partial Taking If such material part of the Premises shall be takenfor any quasi or quasi public use under any statute or by right of eminentdomain, or by purchase under threat of condemnation, such that Tenant’s businessoperations are materially adversely affected, then Tenant, upon ninety (90) daysnotice to Landlord, may terminate this Lease. (c). Award. In any event, all compensation awarded or paid upon such atotal or partial taking, except for compensation paid on account of Tenant’sfixtures or moving expenses, shall be paid to and be the property of Landlordwithout reduction for the value of Tenant’s estate, Tenant hereby assigning anysuch award to Landlord.19. DEFAULT. (a). Events of Default. The happening of any of the following during theterm of this Lease shall be an “Event of Default”: (i). If Tenant shall not pay to Landlord any installment of rent or any other sum herein specified to be paid by Tenant and such nonpayment shall continue for seven (7) days after such Landlord shall have given notice thereof to Tenant; (ii). If Tenant shall be repeatedly late in the payment of rent to the same Landlord or any other sum herein specified to be paid by Tenant (for the purposes of this provision, “repeatedly” shall mean two (2) times in any twelve (12) month period); (iii). If Tenant shall default in the observance or performance of any other of Tenant’s covenants, agreements or other obligations hereunder and such default shall not be cured within fifteen (15) days after Landlord shall have given Tenant notice specifying the default, or, in the event that the curing of such default cannot reasonably be accomplished within fifteen (15) days, then if Tenant shall fail to promptly commence and diligently proceed with the curing thereof; (iv). If Tenant shall assign this Lease or sublet all or any part of the Premises in violation of the terms of this Lease; (v). If Tenant files a voluntary petition under Chapter 7 of the federal bankruptcy act (or any successor provision), or if Tenant files a voluntary petition under Chapter 11 of the federal bankruptcy act (or any successor provision) and does not affirm or reject this Lease within sixty (60) days from the date of such filing, or if Tenant is finally adjudicated a bankrupt or insolvent, or if an involuntary petition in bankruptcy is filed against Tenant and such petition is not dismissed within sixty (60) days from the date of such filing; (vi). If a receiver is appointed for, or execution is levied upon, all or substantially all of Tenant’s business or assets or Tenant’s leasehold interest hereunder; or (vii). If Tenant shall make a general assignment for the benefit of its creditors. (b). Landlord’s Options. Upon the happening of any Event of Default,Landlord (in addition to and not in limitation of any other remedy permitted bylaw or under this Lease) may, at its option, do any of the following: (i). Landlord may terminate the term of this Lease, in which event Landlord shall be entitled to recover from Tenant all sums due and payable by Tenant up to the date of such termination together with any direct, but not consequential, damages which shall accrue by any reason of Tenant’s default hereunder, which liability of Tenant shall survive any termination of this Lease. Upon any termination of the term Page 91 hereof, Tenant shall promptly vacate the Premises and surrender possession thereof to Landlord; and in such event, Landlord may enter upon the Premises and repossess the same, and may expel or remove Tenant and any others who may be occupying the Premises, and may remove any and all property therefrom, using such force as may be necessary, without relinquishing Landlord’s right to the rents due hereunder or any other damages or right given to Landlord hereunder or by operation of law. Except as herein expressly provided, Tenant shall not be entitled to and hereby waives service of any demand for possession of the Premises or for the performance of Tenant’s obligations hereunder. (ii). Landlord may elect to terminate Tenant’s right to possession of the Premises without terminating the term of this Lease, in which event Landlord, at its option, may enter upon the Premises and remove Tenant’s property and any other evidence of tenancy and take and hold possession thereof, without releasing Tenant in whole or in part from its obligation to pay all rent herein provided for the full term of this Lease, and in such case Tenant shall continue to pay to Landlord the entire amount of the rent and other sums payable by Tenant hereunder for the remainder of the term hereof. After entry and possession by Landlord without terminating the term of this Lease, Landlord may relet the Premises, or any part thereof, for the account of Tenant, to such person or party, for such rent, for such time (which may be less than or exceed the remaining term of this Lease) and upon such terms as Landlord in its sole discretion may determine. If any rental collected by Landlord upon such reletting for Tenant’s account is not sufficient to pay monthly the full amount of the rent provided for in this Lease and not theretofore paid by Tenant, Tenant shall pay any deficiency to Landlord. If any rental collected by Landlord upon such reletting for Tenant’s account exceeds the amount of the rent provided for in the Lease, after consideration of the Landlord’s costs, expenses of reletting and of any repairs or alterations or remodeling made in connection with any such reletting, Landlord shall, at the end of the stated term hereof, apply any surplus to the extent thereof to the discharge of any obligation of Tenant to Landlord under the terms of this Lease. Landlord shall have the right from time to time to begin and maintain successive legal proceedings against Tenant for the recovery of such deficiency or damages or for a sum equal to any installment or installments of rent and any other sums required to be paid hereunder and to recover the same from Tenant, which liability of Tenant shall survive the institution of any action to secure possession of the Premises. (c). Landlord’s Right to Perform Obligations of Tenant. If Tenant shallfail to make any payment of taxes or any insurance premium or any other paymentrequired hereunder or shall fail to provide evidence of insurance coverage asherein provided or shall fail to make any required repair or restoration orshall default in the performance of any other covenant, agreement, term,provision, or condition herein contained, then Landlord, without being under anyobligation to do so and without thereby waiving such default, may make suchpayment or otherwise remedy such default for the account and at the expense ofTenant, without notice in the case of an emergency, or, in any other case, ifTenant shall fail to make such payment or remedy such default with allreasonable diligence after Landlord shall have given Tenant ten (10) days noticeof such default. (d). Payments by Landlord. All costs and expenses incurred by Landlord inconnection with any default by Tenant referred to above and all costs andexpenses, including reasonable attorney’s fees, incurred by Landlord inenforcing or attempting to enforce any right against Tenant under or inconnection with this Lease, as well as all costs for any property, material,labor or services provided, furnished or rendered (or caused to be) by Landlordwith respect to the Premises for the account of Tenant, together with interestthereon at the highest lawful rate from the respective dates of Landlord’smaking of each such payment or incurring of such cost or expense, shall becomeadditional rent due and payable by Tenant and shall be paid immediately ondemand by Landlord. (e). Cumulative Remedies. Landlord may obtain injunctive relief or otherjudicial restraint of any breach or threatened breach of any covenant,agreement, term, provision or other condition of this Lease. The mention hereinof any particular remedy shall not preclude Landlord from any other remedy itmight have either at law or in equity. All rights and remedies of Landlord shallbe distinct, separate and cumulative, and no one of them, whether exercised ornot, shall be deemed to be in exclusion of any other. Page 9220. WAIVER. No waiver by Landlord of any violation or breach of any of the terms,covenants, conditions or agreements of this lease shall be deemed or construedto constitute a waiver of any other violation or breach of any of the terms,covenants, conditions or agreements hereof; and no provision of this lease shallbe deemed to have been waived by Landlord unless such waiver shall be in writingsigned by Landlord. No payment by Tenant or receipt by Landlord of a lesseramount than the monthly installments of rent herein stipulated shall be deemedto be other than on account of the earliest stipulated rent nor shall anyendorsement or statement on any check or any letter accompanying any check orpayment of rent be deemed an accord or satisfaction, and Landlord may acceptsuch check or payment without prejudice to Landlord’s right to recover thebalance of such rent or pursue any other remedy provided in this lease.21. HOLDOVER. Notwithstanding any provision of law or any judicial decision to thecontrary, no notice shall be required to terminate the term of this Lease asherein provided, and the term of this Lease shall expire on the termination dateherein mentioned without notice being required from either party. In the eventthat Tenant or any party holding under Tenant shall holdover the Premises beyondthe expiration of the term of this Lease, whether by limitation or forfeiture,such party shall pay two hundred percent (200%) of the then payable renthereunder during such holdover period; provided, however, that if Tenant shallremain in possession of the Premises beyond the expiration of the term with theexpress consent of Landlord, then such possession shall be as a month-to monthtenant at the rent mutually agreed to between the parties, and the provisions ofthis Lease shall be applicable.22. ESTOPPEL CERTIFICATES; SUBORDINATION. Tenant shall execute, acknowledge and deliver to Landlord, promptly uponrequest, from time to time during this Lease: (1) a certificate certifying (a)that this Lease is unmodified and in full force and effect (or, if there havebeen modifications, that this Lease is in full force and effect, as modified,and stating the modifications), (b) the dates, if any, to which the rent andother sums payable hereunder have been paid, and (c) that no notice has beenreceived by Landlord of any default which has not been cured, except as todefaults specified in said certificate; which such certificate may be reliedupon by any prospective purchaser of mortgagee of the Premises or any interesttherein or any part thereof; and (2) an agreement in such form as Landlord mayreasonably require by which Tenant subordinates Tenant’s interest in and underthis Lease and the Premises to any lender or proposed lender who will beobtaining a mortgage lien encumbering the Premises and agreeing to attorn tosuch lender or a purchaser at a foreclosure sale by reason of the foreclosure ofsuch mortgage lien or to any grantee of a deed in lieu of foreclosure, providedthat any such subordination agreement contains a customary nondisturbanceprovision.23. NOTICES. Any notice to be given by either party to the other pursuant to theprovisions of this lease shall be in writing and shall be deemed to be dulygiven if delivered personally or mailed by registered or certified mail, returnreceipt requested, addressed to Landlord at Evalina Harwell Andrews, 1624Chickering Road, Nashville, Tennessee 37215, with copy to Fred Russell Harwell,Esq., Stokes Bartholomew Evans & Petree, P.A., 424 Church Street, Suite 2800,Nashville, Tennessee 37219-2386, and addressed to Tenant at the Premises. Page 9324. ENTIRE AGREEMENT. Landlord and Tenant agree that this Lease contains the entire agreementbetween them and shall not be modified in any manner except by an instrument inwriting signed by each of them.25. HEADINGS. The headings as to contents of particular paragraphs herein are insertedfor convenience only and shall not be considered to be part of this lease or inany way to modify, amend or affect the provisions hereof.26. TIME OF ESSENCE. Time is of the essence of this Lease and all its provisions.27. ATTORNEY FEES AND COSTS. Upon an Event of Default or Landlord’s enforcement of any and all otherrights herein, Tenant shall pay all costs and expenses of Landlord hereunderincluding all reasonable attorneys’ fees and expenses.28. INDEMNIFICATION. Tenant shall indemnify, protect, defend, and hold harmless Landlord fromand against (a) all fines, suits, claims, demands, liabilities, and actions(including costs, attorneys fees, and expenses of defending against all suchactions) resulting or alleged to result from any breach, violation ornon-performance of any covenant or condition hereof by Tenant; and (b) allclaims, demands, actions, damages, loss, cost, liabilities, expenses, attorneyfees, and judgments suffered by, recovered from or asserted against Landlord, onaccount of injury or damage to person or property to the extent that any suchdamage or injury may be incident to, arise out of, or be caused, by an act,omission, negligence or misconduct on the part of Tenant, or any of its agents,servants, employees, contractors, patrons, guests, licensees or invitees or ofany other person entering upon the Premises under or with the express or impliedinvitation or permission of Tenant, or when any such injury or damage is theresult, of the violation by Tenant, or any of its agents, servants, employees,contractors, patrons, guests, licensees or invitees of any law, ordinance orgovernmental order of any kind or of any rules of Landlord included in thisLease (as such rules may hereafter at any time or from time to time be amendedor supplemented), or when any such injury or damage may in any other way arisefrom or out of the occupancy or use by Tenant, its agents, servants, employees,contractors, patrons, guests, licensees or invitees of the Premises. Tenantshall only be responsible for direct, not consequential damages. Page 9429. ENVIRONMENTAL MATTERS. Tenant shall not cause or permit any hazardous or toxic substances,materials or waste (“Hazardous Substances”) to be used, generated, stored ordisposed of in, on or under, or transported to or from the Premises (“HazardousMaterials Activities”) unless (a) such Hazardous Substances are necessary forTenant’s business and (b) Tenant first obtains the written consent of Landlord.If these conditions are satisfied, Tenant shall at all times and in all respectscomply with all local, state, and federal laws, ordinances, regulations andorders relating to Hazardous Substances. Tenant shall indemnify, defend (by counsel acceptable to Landlord),protect and hold harmless, from and against any and all claims, liabilities,penalties, fines, judgments, forfeitures, losses, costs (including clean-upcosts) or expenses (including attorney’s fees, consultant’s fees and expert’sfees) for the death or injury to any person, or damage to any propertywhatsoever, arising from or caused in whole or in part, directly or indirectly,by (a) the presence in, on, under, or about the Premises of any HazardousSubstances; (b) any discharge or release in or from the Premises of anyHazardous Substances; (c) Tenant’s use, storage, transportation, generation,disposal, release or discharge of Hazardous Substances to, in, on, under, aboutor from the Premises; or (d) Tenant’s failure to comply with any HazardousSubstances law. Tenant’s obligations under this section shall survive theexpiration or earlier termination of the term of this Lease. Landlord shall indemnify, defend (by counsel acceptable to Tenant),protect and hold harmless, from and against any and all claims, liabilities,penalties, fines, judgments, forfeitures, losses, costs (including clean-upcosts) or expenses (including attorney’s fees, consultant’s fees and expert’sfees) for the death or injury to any person, or damage to any propertywhatsoever, arising from or caused in whole or in part, directly or indirectly,by (a) the presence in, on, under, or about the Premises of any HazardousSubstances prior to the commencement of this Lease; or (b) any discharge orrelease in or from the Premises of any Hazardous Substances prior to thecommencement of this Lease. Landlord’s obligations under this section shallsurvive the expiration or earlier termination of the term of this Lease.30. SECURITY DEPOSIT. Simultaneously with the execution of this lease, Tenant shall deposit withlandlord the sum of Forty Thousand Dollars ($40,000) as a security deposit. Suchsecurity deposit (which shall not bear interest to Tenant) shall be consideredas security for the payment and performance by Tenant of all of Tenant’sobligations, covenants, conditions and agreements under the Lease. Upon theexpiration of the term hereof (or any renewal or extension thereof), Landlordshall (provided that Tenant is not in default under the terms hereof) return andpay back such security deposit to Tenant, less such portion thereof as Landlordshall have appropriated to make good any default by Tenant with respect to anyof Tenant’s aforesaid obligations, covenants, conditions and agreements. In theevent of any default by Tenant hereunder during the term of this Lease, Landlordshall have the right, but shall not be obligated, to apply all or any portion ofthe security deposit to cure such default, in which event Tenant shall beobligated promptly to deposit with Landlord the amount necessary to restore thesecurity deposit to its original amount. In the event of the sale or transfer ofLandlord’s interest in the property of which the Premises is a part, Landlordshall have the right to transfer the security deposit to such purchaser ortransferee, in which event the security deposit and landlord shall thereupon bereleased from all liability to Tenant for the return of such security deposit.31. COMMISSION. Landlord has agreed to pay a commission to Eakin Partners for its effortsin bringing Tenant to the Premises, which commission is governed by a separateinstrument than this Lease. Said commission represents the total payment due toEakin Partners for Tenant’s lease of the Premises for the term and the two (2)Option Terms. The parties acknowledge that, other than Eakin Partners, therehave been no brokers involved in this transaction. Tenant hereby agrees toindemnify, defend and hold harmless Landlord from and against any and all claimsor demands for broker’s commissions or fees made by any person, firm orcorporation based on the actions of Tenant. Page 9532. QUIET ENJOYMENT. If Tenant is not in default hereunder, Landlord warrants that Tenant’speaceable and quiet enjoyment of the Premises shall not be disturbed by anyone.33. GUARANTY OF LEASE. Pinnacle Financial Partners, Inc. joins in this Lease as a guarantor ofthe obligations of Tenant, pursuant to the Unconditional Guaranty of Payment andPerformance attached hereto and incorporated herein by reference as Exhibit “C”.34. MEMORANDUM OF LEASE. The parties hereto agree to record, at the expense of Tenant, a short formmemorandum of lease describing the term of this Lease, a description of thePremises, the renewal options and any other information the parties agree toinclude. Page 96 IN WITNESS WHEREOF, the parties hereto have hereunto set their hand theday and year first above mentioned. LANDLORD: BUCKHEAD INVESTMENTS LLC, a Tennessee limited liability company By: /s/ Alexander S. Fuqua ——————————— Alexander S. Fuqua Its: Chief Manager and Member /s/ Sam K. Harwell, IV ———————————— Sam K. Harwell, IV /s/ Fred Russell Harwell ———————————— Fred Russell Harwell /s/ James D. Harwell ———————————— James D. Harwell /s/ Evalina Harwell Andrews, Trustee ———————————— Evalina Harwell Andrews, Trustee Date: October 7th, 2003 Page 97 TENANT: PINNACLE NATIONAL BANK By: /s/ Hugh M. Queener ——————————- Title: CAO —————————- Date: October 7th, 2003 Page 98 EXHIBIT A DESCRIPTION OF THE PREMISESMap 92-15; Parcel 146:Being in the 21st Ward of the City of Nashville, and being a part of theElliston Property in West Nashville, being undivided on said plan and of recordin Book 21, page 141, Register’s Office for Davidson County, Tennessee, anddescribed as follows:Beginning at a point in the westerly margin of Twenty Third Avenue North,formerly Elliston Avenue, 160 feet southerly from the southerly margin ofElliston Place, formerly the Harding Pike; thence southerly with the westerlymargin of Twenty Third Avenue, 40 feet to the northerly margin of an alley;thence with said alley westerly 100 feet and thence easterly 100 feet to thepoint of beginning on Twenty Third Avenue. On the said lot there is a two storyapartment house known on the said Avenue by its City Number as 109.Map 92-15; Parcel 147:Being part of the Elliston Property, a plan of which is of record in Book 21,page 141, Register’s Office of Davidson County, Tennessee, being undivided onsaid plan.Said property begins on the Westerly margin of 23rd Avenue North (formerlyElliston Avenue) 175 feet Northerly from the Northerly margin of West EndAvenue, at the intersection of the Northerly margin of a fifteen foot Alley;Thence, with said 23rd Avenue North, Northerly fifty feet to the Southerlymargin of another purposed Alley; Thence, with the Southerly margin of said lastmentioned Alley. Westerly 100 feet; Thence, Southerly, parallel with 23rd AvenueNorth, fifty feet, to the Northerly margin of the first mentioned Alley; Thence,with the Northerly margin of said Alley, Easterly, 100 feet to the beginning.Map 92-15; Parcel 148:Being on the northwest comer of West End Avenue and 23rd Avenue, North, and moreparticularly bounded and described as follows:Being part of the Elliston property, a plan of which is recorded in Book 21,page 141 of the Register’s Office for Davidson County. Tennessee.Beginning in the northerly margin of said West End Avenue at its intersectionwith the westerly margin of said 23rd Avenue. running thence northerly with saidwesterly margin of said 23rd Avenue, North 160 feet to an Alley; Thence westerlywith the southerly margin of said Alley 50 feet; Thence southerly and parallelwith said 23rd Avenue, North 160 feet to the northerly margin of West EndAvenue, and Thence easterly with the northerly margin of said West End Avenue,50 feet to the beginning. Page 99 EXHIBIT B CONSTRUCTION NARRATIVE AND SIGN PLANS Page 100 EXHIBIT C UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE FOR VALUE RECEIVED, and in consideration of PINNACLE NATIONAL BANK(“Tenant”) entering into that certain Lease Agreement with E. HARWELL ANDREWS,TRUSTEE (“Landlord”) of even date herewith, for the lease of the premises knownas 2300 West End Avenue, Nashville, Tennessee (the “Lease”), the undersigned,PINNACLE FINANCIAL PARTNERS, INC. (the “Guarantor”), hereby unconditionallyguarantees to Landlord and its successors and assigns the full and promptpayment when due, of all amounts owing pursuant to the Lease. Guarantor herebyagrees that if the amounts owing pursuant to the Lease are not paid by Tenant inaccordance with their terms then Guarantor will immediately make such payments. Guarantor hereby waives and agrees not to assert or take advantage of thedefense(s) of the statute of limitations, failure of Landlord to give notice ofthe existence of any new or additional or obligation, notice of presentment anddemand for payment of any obligations hereby guaranteed and any other notices towhich Guarantor might otherwise be entitled. This is a guaranty of payment and performance and not of collection. Theliability of Guarantor under this Guaranty shall be direct and immediate and notconditional or contingent upon the pursuant of any remedies against Tenant orany other person. Guarantor waives any right to require that an action bebrought against Tenant or any other person. In the event of a default under theLease, Landlord shall have the right to enforce its rights, powers and remediesthereunder or hereunder or under any other instrument now or hereafterevidencing or otherwise relating to the obligations evidenced by the Leaseagainst Guarantor. Guarantor acknowledges that this Guaranty was negotiated, executed anddelivered in the State of Tennessee, that this Guaranty is to be performed inthe State of Tennessee and shall be governed and construed in accordance withthe laws of the State of Tennessee. Guarantor hereby submits to personaljurisdiction in the State of Tennessee for the enforcement of this Guaranty. This Guaranty may not be changed orally, and no obligation of Guarantorcan be released or waived by Landlord, except by a writing signed by Landlord.This Guaranty shall be irrevocable by Guarantor until all indebtednessguaranteed hereby has been completely repaid and all obligations andundertakings of Tenant under, by reason of or pursuant to the Lease, have beencompletely performed. The provisions of this Guaranty shall be binding uponGuarantor and Guarantor’s successors and assigns, and shall enure to the benefitof Landlord, its successors and assigns. This Guaranty shall in no event beimpaired by any change which may arise by reason of the dissolution of Tenant. IN WITNESS WHEREOF, the undersigned have executed this Guaranty as of the day of October, 2003. PINNACLE FINANCIAL PARTNERS, INC._________________________________ By:_______________________________Witness Its:______________________________ Page 101