Maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the ​, the ​ or such ​, as the case may be; and

Books and Records. ​ agrees to maintain customary books and records relating to the Participation Interests sold by ​ to ​ hereunder. ​ shall properly reflect in its books and records the sale by ​ to ​ of all Participation Interests sold to ​ and the Percentage Interests of ​ in such Participation Interests. Upon request, ​ shall furnish to ​ copies of any of ​’s books and records and financial statements relating to the Participation Interests purchased by ​ from ​ hereunder.

Books and Records. The books and records of ​ and its operations, employees and properties, have been maintained in the usual, regular and ordinary manner, all entries with respect thereto have been accurately made in all material respects.

Books and Records. Maintain proper books of record and account, in which full, true and correct entries, in all material respects, in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of ESI or any of its Restricted Subsidiaries, as the case may be.

Books and Records. In accordance with standard records retention business practices and policies in the industry, and in accordance with applicable generally accepted accounting standards, each Party shall keep all usual and proper records related to the performance of such Party’s obligations under this Agreement. Subject to the terms of this [Section E.7.c], the unmodified books and records of each Party with respect to this Agreement, including without limitation, any information contained in any facsimile or electronic communication submitted by Supplier or Expedia, will control over any manual evidence provided by the other Party and will constitute

Inspection Rights. No more than once per year, permit representatives and independent contractors of the Administrative Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of Administrative Agent and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that when an Event of Default exists the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or excerpts from, or any discussion of, any document, information, or other matter # that constitutes non-financial trade secrets or non-financial proprietary information, # in respect of which disclosure to the Administrative Agent (or any Lender (or its respective representatives or contractors)) is prohibited by applicable law, # that is subject to attorney-client or similar privilege or constitutes attorney work product or # with respect to which any Loan Party owes confidentiality obligations (to the extent not created in contemplation of such Loan Party’s Obligations under this [Section 6.10]) to any third party. Administrative Agent and such representatives and contractors shall comply with any safety or confidentiality rules adopted by Borrower.

Inspection Rights. If the cost of any repair, construction or other work at any Property subject to a requested disbursement from the CapEx Reserve Account and/or from the Renovations Reserve Account exceeds the Major Repair Threshold, the Borrowers shall permit the Agent, the Lender and the Lender’s agents and representatives (including the Agent’s engineer, architect or inspector) or third parties to enter onto the Properties during normal business hours (subject to the rights of Tenants under their Leases) to inspect the progress of any such repair, construction or other work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such repair, construction or other work. The Borrowers shall cause all contractors and subcontractors to cooperate with the Agent, the Lender or the Lender’s representatives or such other Persons described above in connection with inspections described in this [Section 7.11.2].

Inspection Rights. The Secured Party shall have full access during normal business hours, and upon reasonable prior notice, but not more than four (4) times in any 12-month period unless an Event of Default has occurred, to all the books, correspondence and other records of the Debtor relating to the Collateral, and the Secured Party or its representatives may examine such equipment and such records and make photocopies or otherwise take extracts from such records. The Debtor agrees to render to the Secured Party, at the Debtor’s expense, such clerical and other assistance as may be reasonably requested with regard to the exercise of its rights pursuant to this paragraph.

Section # Directors’ Inspection Right; Reliance Upon Books and Records.

SECTION # Inspection of Property; Books and Records; Discussions 9389