Common use of Books and Records; Inspection Rights Clause in Contracts

Books and Records; Inspection Rights. The Borrower will, and will cause each of its Restricted Subsidiaries to, keep proper books of record and account in which entries full, true and correct in all material respects are made and are sufficient to prepare financial statements in accordance with GAAP. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender (pursuant to the request made through the Administrative Agent), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records to the extent reasonably necessary, and to discuss its affairs, finances and condition with its officers and independent accountants (provided that the Borrower or such Restricted Subsidiary shall be afforded the opportunity to participate in any discussions with such independent accountants), all at such reasonable times and as often as reasonably requested (but no more than once annually if no Event of Default exists). Notwithstanding anything to the contrary in this Section, none of the Borrower or any of its Restricted Subsidiaries shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by applicable law or any third party contract legally binding on Borrower or its Restricted Subsidiaries, or (iii) is subject to attorney, client or similar privilege or constitutes attorney work-product.

Books and Records; Inspection Rights. The Borrower will, and will cause each of its Restricted Subsidiaries (other than Immaterial Subsidiaries) to, keep proper books of record and account in which entries full, true and correct accordance with GAAP in all material respects are made and are sufficient to prepare financial statements in accordance with GAAPrespects. The Borrower will, and will cause each of its Restricted Subsidiaries other Obligor to, permit any representatives designated by the Administrative Agent or any Lender (pursuant to the request made through the Administrative Agent)Lender, upon reasonable prior noticenotice to the Borrower, to visit and inspect its propertiesproperties during normal business hours, to examine and make extracts from copies of its books and records (including books and records maintained by it in its capacity as a “servicer” in respect of any Designated Subsidiary or other Excluded Assets, or in a similar capacity with respect to any other Designated Subsidiary, but only to the extent reasonably necessarythe Borrower is not prohibited from disclosing such information or providing access to such information, and any books, records and documents held by the Custodian), and to discuss its affairs, finances and condition with its officers and independent accountants (provided that the Borrower or such Restricted Subsidiary shall be afforded the opportunity to participate in any discussions with such independent accountants), all at such reasonable times and as often as reasonably requested (but no requested, in each case, to the extent such inspection or requests for such information are reasonable and such information can be provided or discussed without violation of law, rule, regulation or any contract such Obligor entered into with a third party that is not an Affiliate; provided that the Borrower shall be entitled to have its representatives and advisors present during any inspection of its books and records and during any discussion with its independent accountants or independent auditors; provided further that the Borrower shall not be responsible for the costs and expenses of the Administrative Agent and the Lenders for more than once annually if no one (1) visit and inspection in any calendar year under this Section 5.06 and Section 7.01(b) of the Guarantee and Security Agreement unless an Event of Default exists). Notwithstanding anything to the contrary in this Section, none of the Borrower or any of its Restricted Subsidiaries shall have occurred and be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by applicable law or any third party contract legally binding on Borrower or its Restricted Subsidiaries, or (iii) is subject to attorney, client or similar privilege or constitutes attorney work-productcontinuing.

Books and Records; Inspection Rights. The Borrower and each other Obligor will, and will cause each of its their respective Restricted Subsidiaries to, keep proper books of record and account in which entries full, true and correct in all material respects are made and are sufficient to prepare financial statements in accordance with GAAP. The Borrower and each other Obligor will, and will cause each of its their respective Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender (pursuant to the a request made through the Administrative Agent), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from of its books and records to the extent reasonably necessaryrecords, and to discuss its affairs, finances and condition with its officers and independent accountants (provided that the Borrower Borrower, such other Obligor or such Restricted Subsidiary shall be afforded the opportunity to participate in any discussions with such independent accountants), all at such reasonable times and as often as reasonably requested (but no more than once annually if no Event of Default exists). Notwithstanding anything to the contrary in this SectionAgreement, none of the Borrower Borrower, the other Obligors or any of its Restricted their respective Subsidiaries shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by applicable law or any third party contract legally binding on Borrower or its Restricted Subsidiaries, or (iiic) is subject to attorney, client or similar privilege or constitutes attorney work-product.

Books and Records; Inspection Rights. The Borrower will, and will cause each of its Restricted Subsidiaries to, keep proper books of record and account in which entries full, true and correct in all material respects are made and are sufficient to prepare financial statements in accordance with GAAP. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender (pursuant to the request made through the Administrative Agent), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records to the extent reasonably necessaryrecords, and to discuss its affairs, finances and condition with its officers and independent accountants (provided that the Borrower or such Restricted Subsidiary shall be afforded the opportunity to participate in any discussions with such independent accountants), all at such reasonable times and as often as reasonably requested (but no more than once annually if no Event of Default exists). Notwithstanding anything to the contrary in this Section, none of the Borrower or any of its Restricted Subsidiaries shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by applicable law or any third party contract legally binding on the Borrower or its Restricted Subsidiaries, Subsidiaries or (iii) is subject to attorney, client or similar privilege or constitutes attorney work-product.

Books and Records; Inspection Rights. The Borrower will, and will cause each of its Restricted Subsidiaries other Group Member to, keep proper books of record and account in which entries full, true and correct entries in all material respects are made and are sufficient to prepare financial statements in accordance conformity with GAAP, prudent accounting practice and all Governmental Requirements shall be made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Restricted Subsidiaries other Group Member to, permit any representatives designated by the Administrative Agent or any Lender (pursuant to the request made through the Administrative Agent)Lender, upon reasonable prior written notice, to visit and inspect its propertiesProperties, to examine and make extracts from its books and records to the extent reasonably necessaryrecords, and to discuss its affairs, finances and condition with its officers and independent accountants (provided that the Borrower or such Restricted Subsidiary shall be afforded the opportunity to participate in any discussions with such independent accountants), all at such reasonable times during normal business hours and as often as reasonably requested (but no more than once annually if no requested; provided that, unless an Event of Default exists), no more than one visit per year shall be at the Borrower’s expense. Notwithstanding anything to the contrary in this Section, none of Neither the Borrower or nor any of its Restricted Subsidiaries shall Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) that (i) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representativesrepresentatives or contractors) is prohibited by applicable law any Governmental Requirement or any third party contract legally binding on Borrower or agreement (provided that the Loan Parties shall use commercially reasonable efforts to cause its Restricted Subsidiaries, agreements to permit disclosure of information that is pertinent to the interests of the Lenders to the Administrative Agent and the Lenders subject to the confidentiality provisions herein) or (iiic) that is subject to attorney, -client or similar privilege or constitutes attorney work-work product.

Books and Records; Inspection Rights. The Borrower will, and will cause each of its Restricted Subsidiaries to, keep proper books of record and account in which entries full, true and correct in all material respects are made and are sufficient to prepare financial statements in accordance with GAAP. The Borrower will, and will cause each of its Restricted Subsidiaries other Obligor to, permit any representatives designated by the Administrative Agent or any Lender (pursuant to the request made through the Administrative Agent)Lender, upon reasonable prior notice, to visit and inspect its propertiesproperties during business hours, to examine and make extracts from its books and records (including books and records maintained by it in its capacity as a “servicer” in respect of any Designated Subsidiary or other Excluded Subsidiaries, or in a similar capacity with respect to any other Designated Subsidiary, but only to the extent reasonably necessarythe Borrower is not prohibited from disclosing such information or providing access to such information, and any books, records and documents held by the Custodian), and to discuss its affairs, finances and condition with its officers and independent accountants (provided that the Borrower or such Restricted Subsidiary shall be afforded the opportunity to participate in any discussions with such independent accountants), all at such reasonable times and as often as reasonably requested (but no requested, in each case, to the extent such inspection or requests for such information are reasonable and such information can be provided or discussed without violation of law, rule, regulation or contract; provided that the Borrower shall be entitled to have its representatives and advisors present during any inspection of its books and records and during any discussion with its independent auditors; provided further that Borrower shall not be responsible for the costs and expenses of the Administrative Agent and the Lenders for more than once annually if no two such visits and inspections in any calendar year unless an Event of Default exists). Notwithstanding anything to the contrary in this Section, none of the Borrower or any of its Restricted Subsidiaries shall have occurred and be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by applicable law or any third party contract legally binding on Borrower or its Restricted Subsidiaries, or (iii) is subject to attorney, client or similar privilege or constitutes attorney work-productcontinuing.

Books and Records; Inspection Rights. The Borrower Such Obligor will, and will cause each of its Restricted Subsidiaries to, keep proper books of record and account in which entries full, true and correct (in all material respects respects) entries are made of all dealings and are sufficient transactions in relation to prepare financial statements in accordance with GAAPits business and activities. The Borrower Such Obligor will, and will cause each of its Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender (pursuant to the request made through the Administrative Agent), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records to the extent reasonably necessaryrecords, and to discuss its affairs, finances and condition (financial or otherwise) with its officers and independent accountants (provided that so long as a representative of the Borrower or such Restricted Subsidiary shall be afforded the is provided a reasonable opportunity to participate in any discussions with such independent accountantsdiscussion), all at such reasonable times and as often as reasonably requested during normal business hours (but no not more often than once annually if no per year in total for all such visits and inspections unless an Event of Default exists)has occurred and is continuing) as the Administrative Agent may reasonably request; provided that such representative shall use its commercially reasonable efforts to minimize disruption to the business and affairs of the Borrower as a result of any such visit, inspection, examination or discussion. Notwithstanding anything to the contrary in this Section, none contained herein or any other provision of the Borrower or Loan Documents, no Obligor nor any of its Restricted Subsidiaries shall will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts of, inspection or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representativesrepresentatives or contractors) is prohibited by any applicable law Law or any binding agreement with a third party contract legally binding on Borrower or its Restricted Subsidiaries, (so long as such agreement is not entered into in contemplation of this Agreement) or (iii) that is subject to attorney, -client or similar privilege privilege, which could reasonably be expected to be lost or constitutes attorney work-productforfeited if disclosed to the Administrative Agent or any Lender. The Borrower shall pay all reasonable and documented costs of all such inspections.

Books and Records; Inspection Rights. The Borrower will, and will cause each of its Restricted Subsidiaries to, keep proper books of record and account in which entries full, true and correct in all material respects are made and are sufficient to prepare financial statements in accordance with GAAPGAAP (other than as set forth in Schedule 3.4). The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender (pursuant to the request made through the Administrative Agent), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records to the extent reasonably necessaryrecords, and to discuss its affairs, finances and condition with its officers and independent accountants (provided that the Borrower or such Restricted Subsidiary shall be afforded the opportunity to participate in any discussions with such independent accountants), all at such reasonable times and as often as reasonably requested (but no more than once annually if no Event of Default exists). Notwithstanding anything to the contrary in this Section, none of the Borrower or any of its Restricted Subsidiaries shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by applicable law or any third party contract legally binding on Borrower or its Restricted Subsidiaries, or (iii) is subject to attorney, client or similar privilege or constitutes attorney work-product.

Books and Records; Inspection Rights. The Borrower will, and will cause each of its Restricted Subsidiaries to, keep proper books of record and account in which entries full, true and correct in all material respects are made and are sufficient to prepare financial statements in accordance with GAAP. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender (pursuant to the request made through the Administrative Agent), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records to the extent reasonably necessary, and to discuss its affairs, finances and condition with its officers and independent accountants (provided that the Borrower or such Restricted Subsidiary shall be afforded the opportunity to participate in any discussions with such independent accountants), all at such reasonable times and as often as reasonably requested (but no more than once annually if no Event of Default exists). Notwithstanding anything to the contrary in this Section, none of the Borrower or any of its Restricted Subsidiaries shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by applicable law or any third party contract legally binding on Borrower or its Restricted Subsidiaries, or (iii) is subject to attorney, client or similar privilege or constitutes attorney work-product.. Confidential Treatment Requested by Uber Technologies, Inc. Pursuant to 17 C.F.R. Section 200.83

Books and Records; Inspection Rights. The Borrower Each Loan Party will, and will cause each of its Restricted Subsidiaries to, keep proper books of record and account in which entries full, true and correct in all material respects are made and are sufficient to prepare financial financing statements in accordance with GAAPGAAP (or other applicable accounting rules, including IFRS, or as otherwise disclosed to the Administrative Agent). The Borrower Each Loan Party will, and will cause each of its Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender (pursuant to the a prior written request made through the Administrative Agent), upon reasonable prior written notice, to visit and inspect its properties, to examine and make extracts from its financial and related books and records to the extent reasonably necessaryrecords, and to discuss its affairs, finances and financial condition with its officers and independent accountants accountants, in each case so long as the Administrative Agent, such Lender or such representative agrees to treat such information and documents in accordance with Section 9.12 (provided provided, that the Borrower officers of each Loan Party or such Restricted Subsidiary shall be afforded the opportunity to participate in any discussions with such independent accountants), all at such reasonable times during normal business hours for such Loan Party or such Subsidiary and as often as reasonably requested (but no more than once annually if no Event of Default exists). Notwithstanding anything to the contrary in this SectionSection 5.6, none of the Borrower Loan Parties or any of its Restricted Subsidiaries shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by contract, applicable law law, rule, regulation or any third party contract legally binding on Borrower or its Restricted Subsidiaries, court order or (iii) is subject to attorney, client or similar privilege or constitutes attorney work-product.

Books and Records; Inspection Rights. The Borrower and each other Obligor will, and will cause each of its Restricted Subsidiaries to, keep proper books of record and account in which entries full, true and correct in all material respects are made and are sufficient to prepare financial statements in accordance with GAAPGAAP (other than as set forth in Schedule 3.04). The Borrower and each other Obligor will, and will cause each of its Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender (pursuant to the request made through the Administrative Agent), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records to the extent reasonably necessaryrecords, and to discuss its affairs, finances and condition with its officers and independent accountants (provided that the Borrower Borrower, other Obligor or such Restricted Subsidiary shall be afforded the opportunity to participate in any discussions with such independent accountants), all at such reasonable times and as often as reasonably requested (but no more than once annually if no Event of Default exists). Notwithstanding anything to the contrary in this SectionAgreement, none of the Borrower or any other Obligor or any of its their Restricted Subsidiaries shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by applicable law or any third party contract legally binding on Borrower or its Restricted Subsidiaries, or (iiic) is subject to attorney, client or similar privilege or constitutes attorney work-product.

Books and Records; Inspection Rights. The Borrower and each other Obligor will, and will cause each of its Restricted Subsidiaries to, keep proper books of record and account in which entries full, true and correct in all material respects are made and are sufficient to prepare financial statements in accordance with GAAPGAAP (other than as set forth in Schedule 3.04). The Borrower and each other Obligor will, and will cause each of its Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender (pursuant to the request made through the Administrative Agent), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from of its books and records to the extent reasonably necessaryrecords, and to discuss its affairs, finances and condition with its officers and independent accountants (provided provided, that the Borrower Borrower, other Obligor or such Restricted Subsidiary shall be afforded the opportunity to participate in any discussions with such independent accountants), all at such reasonable times and as often as reasonably requested (but no more than once annually if no Event of Default exists). Notwithstanding anything to the contrary in this SectionAgreement, none of the Borrower or any other Obligor or any of its Restricted their Subsidiaries shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by applicable law or any third party contract legally binding on Borrower or its Restricted Subsidiaries, or (iiic) is subject to attorney, client or similar privilege or constitutes attorney work-product.

Books and Records; Inspection Rights. The Each of the Parent and the Borrower will, and will cause each of its Restricted Subsidiaries to, keep proper books of record and account in which entries that are full, true and correct in all material respects are made of all material dealings and are sufficient transactions in relation to prepare financial statements in accordance with GAAPits business and activities. The Each of the Parent and the Borrower will, and will cause each of its Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent or or, during the continuance of an Event of Default, any Lender (pursuant to the request made through the Administrative Agent)Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records to the extent reasonably necessaryrecords, and to discuss its affairs, finances and condition with its senior officers and use commercially reasonable efforts to make its independent accountants (provided that available to discuss the affairs, finances and condition of the Parent, the Borrower or such and its Restricted Subsidiary shall be afforded the opportunity to participate in any discussions with such independent accountants)Subsidiaries, all at such reasonable times and as often as reasonably requested and in all cases subject to applicable Law and the terms of applicable confidentiality agreements; provided that (but no more than once annually if no i) the Lenders will conduct such requests for visits and inspections through the Administrative Agent and (ii) unless an Event of Default exists). Notwithstanding anything to the contrary in this Sectionhas occurred and is continuing, such visits and inspections can occur no more frequently than once per year; provided, further, that none of the Parent, the Borrower or any of its Restricted Subsidiaries shall Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (x) that (i) constitutes non-financial trade secrets or non-financial proprietary information, (iiy) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representativesrepresentatives or contractors) is prohibited by applicable law Law or any third party contract legally binding on Borrower or its Restricted Subsidiaries, agreement or (iiiz) that is subject to attorney, -client or similar privilege or constitutes attorney work-work product. The Administrative Agent and the Lenders shall give the Parent and the Borrower the opportunity to participate in any discussions with the Parent’s and the Borrower’s independent accountants.

Books and Records; Inspection Rights. The Borrower will, and will cause each of its Restricted Significant Subsidiaries to, keep proper books of record and account in which entries full, true and correct accordance 105 747507610 22702620757699803.9 with GAAP in all material respects are made and are sufficient to prepare financial statements in accordance with GAAPrespects. The Borrower will, and will cause each of its Restricted Subsidiaries other Obligor to, permit any representatives designated by the Administrative Agent or any Lender (pursuant to the request made through the Administrative Agent)Lender, upon reasonable prior noticenotice to the Borrower, to visit and inspect its propertiesproperties during normal business hours, to examine and make extracts from copies of its books and records (including books and records maintained by it in its capacity as a “servicer” in respect of any Designated Subsidiary or other Excluded Assets, or in a similar capacity with respect to any other Designated Subsidiary, but only to the extent reasonably necessarythe Borrower is not prohibited from disclosing such information or providing access to such information, and any books, records and documents held by the Custodian), and to discuss its affairs, finances and condition with its officers and independent accountants (provided that the Borrower or such Restricted Subsidiary shall be afforded the opportunity to participate in any discussions with such independent accountants), all at such reasonable times and as often as reasonably requested (but no requested, in each case, to the extent such inspection or requests for such information are reasonable and such information can be provided or discussed without violation of law, rule, regulation or any contract such Obligor entered into with a third party that is not an Affiliate; provided that the Borrower shall be entitled to have its representatives and advisors present during any inspection of its books and records and during any discussion with its independent accountants or independent auditors; provided further that the Borrower shall not be responsible for the costs and expenses of the Administrative Agent and the Lenders for more than once annually if no one (1) visit and inspection in any calendar year under this Section 5.06 and Section 7.01(b) of the Guarantee and Security Agreement unless an Event of Default exists). Notwithstanding anything to the contrary in this Section, none of the Borrower or any of its Restricted Subsidiaries shall have occurred and be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by applicable law or any third party contract legally binding on Borrower or its Restricted Subsidiaries, or (iii) is subject to attorney, client or similar privilege or constitutes attorney work-productcontinuing.

Books and Records; Inspection Rights. The Borrower will, and will cause each of its Restricted Subsidiaries to, keep proper books of record and account in which entries full, true and correct in all material respects are made and are sufficient to prepare financial statements in accordance with GAAP. The Borrower will, and will cause each of its Restricted Subsidiaries other Obligor to, permit any representatives designated by the Administrative Agent or any Lender (pursuant to the request made through the Administrative Agent)Lender, upon reasonable prior notice, to visit and inspect its propertiesproperties during business hours, to examine and make extracts from its books and records (including books and records maintained by it in its capacity as a “servicer” in respect of any Designated Subsidiary or other Excluded Assets, or in a similar capacity with respect to any other Designated Subsidiary, but only to the extent reasonably necessarythe Borrower is not prohibited from disclosing such information or providing access to such information, and any books, records and documents held by the Custodian), and to discuss its affairs, finances and condition with its officers and independent accountants (provided that the Borrower or such Restricted Subsidiary shall be afforded the opportunity to participate in any discussions with such independent accountants), all at such reasonable times and as often as reasonably requested (but no requested, in each case, to the extent such inspection or requests for such information are reasonable and such information can be provided or discussed without violation of law, rule, regulation or contract; provided that the Borrower shall be entitled to have its representatives and advisors present during any inspection of its books and records and during any discussion with its independent auditors; provided further that Borrower shall not be responsible for the costs and expenses of the Administrative Agent and the Lenders for more than once annually if no two such visits and inspections in any calendar year unless an Event of Default exists). Notwithstanding anything to the contrary in this Section, none of the Borrower or any of its Restricted Subsidiaries shall have occurred and be continuing and no Lender shall be required entitled to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure receive Sensitive Information pursuant to the Administrative Agent or any Lender (or their respective representatives) is prohibited by applicable law or any third party contract legally binding on Borrower or its Restricted Subsidiaries, or (iii) is subject to attorney, client or similar privilege or constitutes attorney work-productthis Section 5.06.

Books and Records; Inspection Rights. The Borrower Parent will, and will cause each of its Restricted Subsidiaries to, keep proper books of record and account accounts in which entries full, true full and correct in all material respects entries are made of all dealings and are sufficient transactions in relation to prepare financial statements its business and activities in accordance with GAAP. The Each Borrower will, and will cause each of its Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender (pursuant to the request made through the Administrative Agent), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records to the extent reasonably necessaryrecords, and to discuss its affairs, finances and condition with its officers and independent accountants (provided that the Borrower or such Restricted Subsidiary shall be afforded the opportunity to participate in any discussions with such independent accountants), all at such reasonable times and as often as reasonably requested (but no more than once annually if two such visits in any fiscal year unless an Event of Default has occurred and is continuing. All such visits, inspections, or audits by the Administrative Agent or any Lender shall be at the Borrowers’ expense; provided that so long as no Event of Default exists)has occurred and is continuing, then Parent shall not be required to pay for more than two such visits in any consecutive four fiscal quarter period. Notwithstanding anything to the contrary in this SectionSection 5.06, none of the Borrower or Parent nor any of its Restricted Subsidiaries shall will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representativesrepresentatives or contractors) is prohibited by applicable law or any third party contract legally binding on Borrower or its Restricted Subsidiaries, confidentiality agreement entered into in good faith or (iii) is subject to attorney, -client or similar privilege or constitutes attorney work-work product.

Books and Records; Inspection Rights. The Borrower will, and will cause each of its Restricted Significant Subsidiaries to, keep proper books of record and account in which entries full, true and correct in all material respects are made and are sufficient to prepare financial statements in accordance with GAAP. The Borrower will, and will cause each of its Restricted Subsidiaries other Obligor to, permit any representatives designated by the Administrative Agent or any Lender (pursuant to the request made through the Administrative Agent)Lender, upon reasonable prior notice, to visit and inspect its propertiesproperties during normal business hours, to examine and make extracts from copies of its books and records (including books and records maintained by it in its capacity as a “servicer” in respect of any Designated Subsidiary or other Excluded Assets, or in a similar capacity with respect to any other Designated Subsidiary, but only to the extent reasonably necessarythe Borrower is not prohibited from disclosing such information or providing access to such information, and any books, records and documents held by the Custodian), and to discuss its affairs, finances and condition with its officers and independent accountants (provided that the Borrower or such Restricted Subsidiary shall be afforded the opportunity to participate in any discussions with such independent accountants), all at such reasonable times and as often as reasonably requested (but no requested, in each case, to the extent such inspection or requests for such information are reasonable and such information can be provided or discussed without violation of law, rule, regulation or contract; provided that the Borrower shall be entitled to have its representatives and advisors present during any inspection of its books and records and during any discussion with its independent accountants or independent auditors; provided further that the Borrower shall not be responsible for the costs and expenses of the Administrative Agent and the Lenders for more than once annually if no one (1) visit and inspection in any calendar year under this Section 5.06 and Section 7.01(b) of the Guarantee and Security Agreement unless an Event of Default exists). Notwithstanding anything to the contrary in this Section, none of the Borrower or any of its Restricted Subsidiaries shall have occurred and be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by applicable law or any third party contract legally binding on Borrower or its Restricted Subsidiaries, or (iii) is subject to attorney, client or similar privilege or constitutes attorney work-productcontinuing.

Books and Records; Inspection Rights. The Borrower will, and will cause each of its Restricted Subsidiaries to, keep proper books of record and account in which entries full, true and correct in all material respects are made and are sufficient to prepare financial statements in accordance with GAAP. The Borrower will, and will cause each of its Restricted Subsidiaries other Obligor to, permit any representatives designated by the Administrative Agent or any Lender (pursuant to the request made through the Administrative Agent)Lender, upon reasonable prior notice, to visit and inspect its propertiesproperties during business hours, to examine and make extracts from its books and records (including books and records maintained by it in its capacity as a “servicer” in respect of any Designated Subsidiary or other Excluded Subsidiaries, or in a similar capacity with respect to any other Designated Subsidiary, but only to the extent reasonably necessarythe Borrower is not prohibited from disclosing such information or providing access to such information, and any books, records and documents held by thea Custodian), and to discuss its affairs, finances and condition with its officers and independent accountants (provided that the Borrower or such Restricted Subsidiary shall be afforded the opportunity to participate in any discussions with such independent accountants), all at such reasonable times and as often as reasonably requested (but no requested, in each case, to the extent such inspection or requests for such information are reasonable and such information can be provided or discussed without violation of law, rule, regulation or contract; provided that the Borrower shall be entitled to have its representatives and advisors present during any inspection of its books and records and during any discussion with its independent auditors; provided further that Borrower shall not be responsible for the costs and expenses of the Administrative Agent and the Lenders for more than once annually if no two such visits and inspections in any calendar year unless an Event of Default exists). Notwithstanding anything to the contrary in this Section, none of the Borrower or any of its Restricted Subsidiaries shall have occurred and be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by applicable law or any third party contract legally binding on Borrower or its Restricted Subsidiaries, or (iii) is subject to attorney, client or similar privilege or constitutes attorney work-productcontinuing.

Books and Records; Inspection Rights. The Borrower will, and will cause each of its Restricted Subsidiaries to, keep proper books of record and account in which entries full, true and correct in all material respects are made and are sufficient to prepare financial statements in accordance with GAAP. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender (pursuant to the request made through the Administrative Agent), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records to the extent reasonably necessary, and to discuss its affairs, finances and condition with its officers and independent accountants (provided that the Borrower or such Restricted Subsidiary shall be afforded the opportunity to participate in any discussions with such independent accountants), all at such reasonable times and as often as reasonably requested (but no more than once annually and only by the Administrative Agent on behalf of the Lenders if no Event of Default exists). Notwithstanding anything to the contrary in this Section, none of the Borrower or any of its Restricted Subsidiaries shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by applicable law or any third third-party contract legally binding on Borrower or its Restricted Subsidiaries, or (iii) is subject to attorney, client or similar privilege or constitutes attorney work-product.