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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. Signage. 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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