2010-08-16_REVISION - M2009018 (3)

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11, Entry by Landlord. Landlord, its agents and representatives shall have the right to enter the Premises at any reasonable hour or time during any business of weekend to view and inspect the Premises, or to make such improvements to the Premises as are necessary and proper. Except as provided herein and in Paragraph 3.1 to this Lease, Landlord shall not interfere with Tenant's normal business operations on the Premises. Landlord shall have the right to enter without notice or consent of Tenant to respond to emergency situations which Landlord reasonably believes might cause loss of life or property damage. 12. Covenant of Ouiet Enjoyment. Except as otherwise provided herein, Landlord hereby covenants and agrees that Tenant, upon payment of Rent as provided in this Lease and the observance and performance of the covenants of this Lease on its part to be kept, shall lawfully, peaceably and quietly hold, occupy and enjoy the Premises during the Lease Term without hindrance or interference by Landlord or any person or persons lawfully claiming under Landlord. 13. Subletting and Assignment. Except as to an affiliate of Tenant, Tenant shall not sublet the Premises or any part thereof, nor assign this Lease, without the prior written consent of Landlord. In the event that Tenant wishes to assign its interest under this Lease or to sublet the Premises, it shall notify Landlord in writing of the identity of the proposed assignee or sublessee, as well as of all terms and conditions of such assignment or sublease. Landlord may consider the identity of the assignee or sublessee, and all of the proposed terms and conditions of such assignment or sublease, in determining whether to consent to such assignment. 19. Subordination/Encumbrance. Tenant shall not subordinate or encumber the rights and interests of the Tenant under this Lease. 20. Tenant Default. If Tenant shall default in the performance of any of the terms or provisions of this Lease, including the payment of any installment of Rent, Landlord shall promptly notify Tenant in writing. If Tenant shall fail to cure any such non-performance within thirty (30) days after the receipt of such notice, or if the default is of such a character as will require more than thirty (30) days to cure, and Tenant shall fail to commence to cure the same within thirty (30) days after receipt of such notice, Landlord may, at its option invoke the dispute resolution mechanism set forth in Section 22 of this Lease. 21. Landlord Default. In the event Landlord fails to perform any obligation imposed on Landlord by this Lease, and such failure shall continue for thirty (30) calendar days after written notice of such failure by Tenant, Tenant shall have the right, at Tenant's option, to (i) cure such default, expending such sums as may be reasonably necessary for such purposes, in which case Landlord shall reimburse Tenant therefore within thirty (30) days of Tenant's written demand for the same; (ii) to set off an amount equal to the costs of curing such default against any amounts due to Landlord hereunder, including any Rent; or (iii) invoke the dispute resolution mechanism set forth in Section 22 of this Lease. 22. Dispute Resolution. Any dispute, difference or controversy arising under or in connection with this Lease that Landlord and Tenant fail to resolve among themselves within thirty (30) days following written notice of any such dispute, difference or controversy shall be