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11. Assignment and Subletting. Except upon the prior written consent of <br />Sublessor and Landlord, which consent may be granted or withheld in the sole <br />discretion of Landlord as provided under the Primary Lease and /or in the sole discretion <br />of Sublessor, Sublessee will not voluntarily or involuntarily transfer, convey, assign, <br />mortgage or pledge this Sublease or any right or interest of Sublessee hereunder, nor <br />sublet any part of the Premises, nor permit the use or occupancy of any portion of the <br />Premises by anyone other than Sublessee. <br />12. Brokers. Sublessor and Sublessee represent and warrant to each other <br />that neither has had any contacts or engaged in any actions which would give rise to <br />any claim from any broker or other third party in connection with the negotiation or <br />execution of this Sublease. Sublessor and Sublessee hereby indemnify each other <br />from and against any and all claims for brokers' commissions relating to the negotiation <br />or execution of this Sublease or other amounts to third parties to be due because of an <br />agreement of the indemnifying party regarding this Sublease. <br />13. Default and Remedies. <br />A. Event of Default. The occurrence of any one or more of the <br />following events will constitute an event of default ( "Event of Default ") by Sublessee <br />under this Sublease: <br />i. the failure of Sublessee to pay any installment of Sublease <br />Rent, Additional Rent or other charge or money obligation due under this <br />Sublease, and such failure continues for a period of three (3) days after written <br />notice thereof to Sublessee (provided that, if two such failures occur in any <br />consecutive six (6) month period, Sublessee will not be entitled thereafter to any <br />such notice of, or such period to cure, any subsequent failure, and any such <br />subsequent failure will be and constitute an immediate Event of Default under <br />this Sublease); <br />ii. the failure of Sublessee to perform, comply with or observe <br />any agreement, covenant or obligation of Sublessee under this Sublease other <br />than the payment of rent or other monetary amounts, and such failure continues <br />for a period of ten (10) days after written notice thereof to Sublessee; <br />iii. if Sublessee: (i) becomes insolvent, or makes a transfer in <br />fraud of creditors, or makes an assignment for the benefit of creditors, or admits <br />in writing its inability to pay its debts as they become due; (ii) generally is not <br />paying its debts as such debts become due; (iii) has a receiver, trustee or <br />custodian appointed for, or take possession of, all or substantially all of the <br />assets of Sublessee, either in a proceeding brought by Sublessee or in a <br />proceeding brought against Sublessee and such appointment is not discharged <br />or such possession is not terminated within thirty (30) days after the effective <br />date thereof or Sublessee consents to or acquiesces in such appointment or <br />possession; (iv) files a petition for relief under the United States Bankruptcy Code <br />7 <br />12059922 <br />SO <br />