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15. Liability and Indemnification.
<br /> 15.1 Sublessor's Liability. Sublessor shall not be liable to Subtenant, Subtenant's agents,
<br /> or Subtenant's customers, clients, invitees, licensees, contractors, or employees for any damage,
<br /> injury, loss, compensation, claim or expense, including claims based on, arising out of, or resulting
<br /> from any cause whatsoever pertaining to the Sublease Premises (including the intentional
<br /> misconduct or criminal acts of third parties), except to the extent such damage, injury, loss,
<br /> compensation, claim or expense is caused by Sublessor's gross negligence or willful misconduct,
<br /> and Subtenant waives all claims against Sublessor for any loss or damage against which Subtenant
<br /> is insured, or for which Subtenant is required to maintain insurance under this Sublease, nor shall
<br /> Sublessor be liable in any event for any interruption of or loss to Subtenant's business, and
<br /> Subtenant waives all claims against Sublessor based on loss of business or profits or other
<br /> consequential damages or for punitive or special damages of any kind.
<br /> 15.2 Subtenant's Indemnity. Subtenant shall defend, indemnify, and hold Sublessor,
<br /> Sublessor's agents, employees, officers, directors, partners, managers, and Sublessor's interest in
<br /> the Prime Lease and the Sublease Premises harmless from and against all costs, damages, claims,
<br /> liabilities and expenses (including, but not limited to, court costs and reasonable attorneys' fees)
<br /> suffered by or claimed against Sublessor, directly or indirectly, based on, arising out of or resulting
<br /> from (i) the control, maintenance, management, occupancy, possession, repair, or use of the
<br /> Sublease Premises, or the business conducted by Subtenant therein, (ii) the condition, repair,
<br /> and/or maintenance of the Sublease Premises, (iii) any injury to person or property or loss of life
<br /> sustained in, on or about the Sublease Premises, (iv) any act or omission by Subtenant or
<br /> Subtenant's agents, employees, licensees, invitees, or contractors, or (v) any breach or default by
<br /> Subtenant in the performance or observance of its covenants or obligations under this Sublease or
<br /> the Prime Lease, but excluding any costs, damages, claims, liabilities, and expenses to the extent
<br /> that the same are proximately caused by the gross negligence or willful misconduct of Sublessor.
<br /> For the purpose of Section 15.2, Subtenant shall indemnify Landlord in the same manner that it
<br /> indemnifies the Sublessor in Section 15.2.
<br /> 15.3 Independent Covenants. In the event that at any time during the Sublease Term
<br /> Subtenant shall have a claim against Sublessor or Landlord, Subtenant shall not have the right to
<br /> deduct the amount allegedly owed to Subtenant from any rent or other sums payable to Sublessor
<br /> under this Sublease, it being understood that Subtenant's sole remedy for recovering upon such
<br /> claim shall be to institute an independent action against Sublessor or Landlord. Notwithstanding
<br /> anything to the contrary contained in this Sublease, if any provision of this Sublease expressly or
<br /> impliedly obligates Sublessor not to unreasonably withhold its consent or approval, an action for
<br /> declaratory judgment or specific performance shall be Subtenant's sole right and remedy in any
<br /> dispute as to whether Sublessor has breached such obligation.
<br /> 15.4 Non-Recourse. Subtenant shall look solely to Sublessor's estate and interest in the
<br /> Sublease Premises for the satisfaction of any right or remedy of Subtenant under this Sublease, or
<br /> for the collection of any judgment (or other judicial process) requiring the payment of money by
<br /> Sublessor, and no other property or assets of Sublessor or its principals shall be subject to levy,
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