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obligation of Sublessor under the Prime Lease for an Unavoidable Delay described above, then
<br />Subtenant shall correspondingly not be excused under this section or this Sublease with respect to
<br />the same Unavoidable Delay for which Sublessor is not excused under the Prime Lease.
<br />31. SigLrtage. Subtenant shall not erect any sign on or about the Project or visible from the
<br />exterior of the Sublease Premises without both Subtenant's and Landlord's prior written approval,
<br />subject to the further requirements of the Prime Lease.
<br />32. Attorney's Fees. In any suit, action, or other proceeding, including arbitration or
<br />bankruptcy, arising out of or in any manner relating to this Sublease, the Sublease Premises, or the
<br />Project (including (a) the enforcement or interpretation of either party's rights or obligations under
<br />this Sublease whether in contract, tort, or both, or (b) the declaration of any rights or obligations
<br />under this Sublease) the prevailing party, as determined by the court or arbitrator, shall be entitled
<br />to recover from the losing party reasonable attorneys' fees and disbursements (including
<br />disbursements that would not otherwise be taxable as costs in the proceeding). In addition, if
<br />Sublessor becomes a party to any suit or proceeding affecting the Sublease Premises or involving
<br />this Sublease or Subtenant's interest under this Sublease or the Prime Lease, other than a suit
<br />between Sublessor and Subtenant, or if Sublessor engages counsel to collect any of the amounts
<br />owed under this Sublease, or to enforce performance of any of the agreements, conditions,
<br />covenants, provisions, or stipulations of this Sublease, without commencing litigation, then the
<br />costs, expenses, and reasonable attorneys' fees and disbursements incurred by Sublessor shall be
<br />paid to Sublessor by Subtenant. All references in this Sublease to attorneys' fees shall be deemed
<br />to include all legal assistants', paralegals', and law clerks' fees and shall include all fees incurred
<br />through all post - judgment and appellate levels and in connection with collection, arbitration, and
<br />bankruptcy proceedings.
<br />33. Books and Records.
<br />33.1 Tenant's Records. Subtenant shall prepare and keep full, complete and proper books
<br />and source documents, in accordance with generally accepted accounting principles, of Gross
<br />Sales , whether for cash, credit or otherwise, of each separate department at any time operated in
<br />the Sublease Premises and of the operations of each subtenant, concessionaire, licensee and /or
<br />assignee, if any, and shall require and cause all such parties to prepare and keep books, source
<br />documents, records and accounts sufficient to substantiate those kept by Subtenant. The books
<br />and source documents to be kept by Subtenant shall include, without limitation, true copies of all
<br />Federal, State and local tax returns and reports, records of inventories and receipts of merchandise,
<br />daily receipts from all sales and other pertinent original sales records and records of any other
<br />transactions conducted in or from the Sublease Premises by Subtenant and any other persons
<br />conducting business in or from the Sublease Premises. Pertinent original sales records shall
<br />include, without limitation: (i) cash register tapes, including tapes from temporary registers, (ii)
<br />serially pre - numbered sales slips, (iii) the original records of all mail and telephone orders at and
<br />to the Sublease Premises, (iv) settlement report sheets of transactions with subtenants,
<br />concessionaires, licensees and assignees, (v) original records indicating that merchandise returned
<br />by customers was purchased at the Sublease Premises by such customers, (vi) memorandum
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