THE PREMISES DOOR, FLOORS,
BUILDING DIRECTORY AND FACADE AND MONUMENT SIGN; UP TO THE TOTAL AMOUNT OF
$22,000.
IF THE FINAL COST TO INSTALL (I) AND (II) ABOVE EXCEEDS $22,000, THEN
TENANT SHALL PAY TO LANDLORD THE DIFFERENCE IN SUCH COSTS WITHIN THIRTY (30)
DAYS OF INVOICE.
7.
EARLY TERMINATION.
TENANT SHALL HAVE A ONE-TIME RIGHT TO
TERMINATE THIS LEASE, EFFECTIVE AS OF THE END OF THE 84TH MONTH OF THE TERM (THE
"EARLY TERMINATION DATE"), PROVIDED TENANT (I) IS NOT THEN IN DEFAULT BEYOND ANY
APPLICABLE NOTICE AND CURE PERIOD UNDER THIS LEASE, (II) GIVES LANDLORD NOT LESS
THAN TWELVE (12) MONTHS PRIOR WRITTEN NOTICE, AND (III) PAYS TO LANDLORD, AT THE
TIME OF SAID NOTICE, A TERMINATION FEE (THE "TERMINATION PAYMENT") IN AN AMOUNT
EQUAL TO THE UNAMORTIZED COST OF THE TRANSACTION, AS OF THE EARLY TERMINATION
DATE, WHICH THE PARTIES AGREE IS $27.00 MULTIPLIED BY THE RENTABLE SQUARE
FOOTAGE OF THE PREMISES, AMORTIZED OVER 120 MONTHS AT 12% INTEREST.
FAILURE TO
PROVIDE WRITTEN NOTICE AND THE TERMINATION PAYMENT WITHIN THE PRESCRIBED TIME
FRAME WILL BE CONSIDERED BY LANDLORD, WITHOUT THE NECESSITY OF ADDITIONAL
NOTICE, AS A WAIVER OF THIS RIGHT TO TERMINATE.
TENANT ACKNOWLEDGES AND AGREES
THAT THE TERMINATION PAYMENT IS NOT A PENALTY AND IS FAIR AND REASONABLE
COMPENSATION TO LANDLORD FOR THE LOSS OF EXPECTED RENTALS FROM TENANT OVER THE
REMAINDER OF THE SCHEDULED TERM.
8.
BROKERAGE COMMISSION.
LANDLORD AND TENANT MUTUALLY REPRESENT AND
WARRANT TO EACH OTHER THAT THEY HAVE NOT DEALT, AND WILL NOT DEAL, WITH ANY REAL
ESTATE BROKER OR SALES REPRESENTATIVE IN CONNECTION WITH THIS PROPOSED
TRANSACTION OTHER THAN CB RICHARD ELLIS SERVICES, INC.
EACH PARTY AGREES TO
INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER AND THEIR DIRECTORS, OFFICERS AND
EMPLOYEES FROM AND AGAINST ALL THREATENED OR ASSERTED CLAIMS, LIABILITIES, COSTS
AND DAMAGES (INCLUDING REASONABLE ATTORNEY'S FEES AND DISBURSEMENTS) WHICH MAY
OCCUR AS A RESULT OF A BREACH OF THIS REPRESENTATION.
9.
BINDING EFFECT.
EXCEPT AS EXPRESSLY AMENDED HEREBY, THE LEASE
REMAINS IN FULL FORCE AND EFFECT IN ACCORDANCE WITH ITS TERMS.
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IN WITNESS WHEREOF, Landlord and Tenant have duly executed this agreement on the
date first above written.
LANDLORD:
BRANDYWINE OPERATING PARTNERSHIP, L.P.
By: Brandywine Realty Trust, its general partner
WITNESS:
By:
/s/ George D. Sowa
George D. Sowa
Senior Vice President
TENANT:
MEDQUIST INC.
ATTEST:
By:
/s/ John M. Suender
John M. Suender
Executive Vice President
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