Common use of Books, Records, Instruments, Documents and Files Clause in Contracts

Books, Records, Instruments, Documents and Files. The Advisor shall keep accurate books, records, data and files (including without limitation, computerized material) with respect to the Investments and proposed Investments, in accordance with guidelines and in such detail as is appropriate under the circumstances. In accordance with and subject to Regulatory Requirements, the Advisor shall have full responsibility for the maintenance, care and safe-keeping of all Investment Information presently being maintained by the Advisor or hereafter generated or obtained by the Advisor in performing its obligations under this Agreement. All Investment Information shall be kept and maintained by the Advisor at its office address set forth in Section 8.1 or such other office addresses or locations as ELAS may approve, which approval shall not be unreasonably withheld, or, to the extent in accordance with current practice and permitted by Regulatory Requirements, at the regional offices of the Advisor, as the same may change from time to time, and the Advisor will give ELAS prior notice of any such change. All Investment Information shall be and remain the sole and exclusive property of, and shall belong to and remain under the ultimate control of, ELAS who shall at all times have, subject to Section 2.10, complete and unrestricted access to all Investment Information. ELAS may at any time and from time to time revoke the Advisor's responsibility to keep and maintain any Investment Information, provided that the Advisor shall be given copies of or access to any Investment Information to the extent necessary to enable the Advisor to perform its obligations under this Agreement. The Advisor shall not in any way interfere with or deprive ELAS of its ownership, control or right of access to such written and computerized Investment Information which may be enforced by ELAS by an action at law or in equity, whether for specific performance or injunction or otherwise, even if ELAS is in default hereunder or after this Agreement has terminated. All Investment Information shall be open to inspection and audit, at all reasonable times, by ELAS, its designees and Regulatory Authorities, and the Advisor shall, if requested, make and deliver copies and extracts therefrom to any such person, without charge (unless copying costs become unreasonable in which case ELAS shall reimburse the Advisor therefor). All Investment Information may be audited from time to time by independent accountants selected and paid for by ELAS.

Books, Records, Instruments, Documents and Files. The Advisor shall keep accurate books, records, data and files (including without limitation, computerized material) with respect to the Investments and proposed Investments, in accordance with guidelines and in such detail as is appropriate under the circumstances. In accordance with and subject to Regulatory Requirements, the Advisor shall have full responsibility for the maintenance, care and safe-keeping of all Investment Information presently being maintained by the Advisor or hereafter generated or obtained by the Advisor in performing its obligations under this Agreement. All Investment Information shall be kept and maintained by the Advisor at its office address set forth in Section 8.1 or such other office addresses or locations as ELAS may approve, which approval shall not be unreasonably withheld, or, to the extent in accordance with current practice and permitted by Regulatory Requirements, at the regional offices of the Advisor, as the same may change from time to time, time and the Advisor will give ELAS prior notice of any such change. All Investment Information shall be and remain the sole and exclusive property of, and shall belong to and remain under the ultimate control of, ELAS who shall at all times have, subject to Section 2.10, complete and unrestricted access to all Investment Information. ELAS may at any time and from time to time revoke the Advisor's responsibility to keep and maintain any Investment Information, provided that the Advisor shall be given copies of or access to any Investment Information to the extent necessary to enable the Advisor to perform its obligations under this Agreement. The Advisor shall not in any way interfere with or deprive ELAS of its ownership, control or right of access to such written and computerized Investment Information which may be enforced by ELAS by an action at law or in equity, whether for specific performance or injunction or otherwise, even if ELAS is in default hereunder or after this Agreement has terminated. All Investment Information shall be open to inspection and audit, at all reasonable times, by ELAS, its designees and Regulatory Authorities, and the Advisor shall, if requested, make and deliver copies and extracts therefrom to any such person, without charge (unless copying costs become unreasonable in which case ELAS shall reimburse the Advisor therefor). All Investment Information may be audited from time to time by independent accountants selected and paid for by ELAS.

Books, Records, Instruments, Documents and Files. The Advisor shall keep accurate books, records, data and files (including without limitation, computerized material) with respect to the Accounts and the Investments and proposed InvestmentsInvestments of the Accounts, in accordance with guidelines and in such detail as is appropriate under the circumstances. In accordance with and subject to Regulatory Requirements, the Advisor shall have full responsibility for the maintenance, care and safe-keeping of all Investment Information presently being maintained by the Advisor or hereafter generated or obtained by the Advisor in performing its obligations under this Agreement. All Investment Information shall be kept and maintained by the Advisor at its office address set forth in Section 8.1 or such other office addresses or locations as ELAS may approve, which approval shall not be unreasonably withheld, or, to the extent permitted by Regulatory Requirements and in accordance with current practice and permitted by Regulatory Requirementspractice, at the regional offices of the Advisor, as the same may change from time to time, and the Advisor will give ELAS prior notice of any such change. All Investment Information shall be and remain the sole and exclusive property of, and shall belong to and remain under the ultimate control of, ELAS who shall at all times have, subject to Section 2.10, have complete and unrestricted access to all Investment Information. ELAS may at any time and from time to time revoke the Advisor's responsibility to keep and maintain any Investment Information, provided that the Advisor foregoing shall be given copies of or access not limit the Advisor's right to any such Investment Information at all times or the Advisor's right to the extent necessary to enable the Advisor to perform its obligations under this Agreementmaintain books and records as may be required by Regulatory Requirements. The Advisor shall not however in any way interfere with or deprive ELAS of its ownership, control or right of access to such written and computerized Investment Information which may be enforced by ELAS by an action at law or in equity, whether for specific performance or injunction or otherwise, even if ELAS is in default hereunder or after this Agreement has terminated. All Investment Information shall be open to inspection and audit, at all reasonable times, by ELAS, its designees and Regulatory Authorities, and the Advisor shall, if requested, make and deliver copies and extracts therefrom to any such personperson for such purpose, without charge (unless copying costs become unreasonable in which case ELAS shall reimburse the Advisor therefortherefor unless such costs are properly chargeable to the Accounts). All Investment Information may be audited from time to time by independent accountants selected and and, unless properly chargeable to the Accounts, paid for by ELAS. Any such audit may also include an audit of the fees payable to the Advisor hereunder and reimbursable costs and expenses hereunder, if any.

Books, Records, Instruments, Documents and Files. The Advisor shall shall, in accordance with current practice or as EMC may from time to time reasonably direct, keep accurate books, records, data and files (including without limitation, computerized material) with respect to the Partnership, the Venture and the Investments and proposed Investments, in accordance with guidelines the requirements of the Partnership Agreement and the Venture Agreement, in such detail as is appropriate under the circumstances. In accordance with and subject to Regulatory Requirements, the Advisor shall have full responsibility for the maintenance, care and safe-keeping of all Investment Information presently being maintained by the Advisor or hereafter generated or obtained by the Advisor in performing its obligations under this Agreement. All Investment Information shall be kept and maintained by the Advisor at such locations as required under the Partnership Agreement or the Venture Agreement or, to the extent no such location is required, at its office address set forth in Section 8.1 or such other office addresses or locations as ELAS EMC may approve, which approval shall not be unreasonably withheldwithheld , or, to the extent in accordance with current practice and permitted by Regulatory Requirementsthe Agreements and with the consent of EMC (which consent shall not be unreasonably withheld), at the regional offices of the Advisor, as the same may change from time to time, and the Advisor will give ELAS EMC prior notice of any such change. All Investment Information shall be and remain the sole and exclusive property of, and shall belong to and remain under the ultimate control of, ELAS who EMC, the Partnership or the Venture, as the case may be. EMC shall at all times have, subject to Section 2.10, have complete and unrestricted access to all Investment Information. ELAS may at any time and from time to time revoke the Advisor's responsibility to keep and maintain any Investment Information, provided that the Advisor shall be given copies of or access to any Investment Information to the extent necessary to enable the Advisor to perform its obligations under this Agreement. The Advisor shall not in any way interfere with or deprive ELAS EMC, the Partnership or the Venture, as the case may be, of its ownership, control or right of access to such written and computerized Investment Information which may be enforced by ELAS EMC, the Partnership or the Venture, as the case may be, by an action at law or in equity, whether for specific performance or injunction or otherwise, even if ELAS EMC is in default hereunder or after this Agreement has terminated. All Investment Information shall be open to inspection and audit, at all reasonable times, by ELASEMC, its designees and Regulatory Authoritiesdesignees, and the Advisor shall, if requested, make and deliver copies and extracts therefrom to any such person, without charge (unless copying costs become unreasonable in which case ELAS shall reimburse the Advisor therefor). All Investment Information parties as may be audited from time entitled to time by independent accountants selected and paid for by ELAS.inspect or review such Investment