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

Maintenance of Books and Records; Inspection. The Borrower will, and will cause each of its Subsidiaries to, (i) maintain adequate books, accounts and records, in which full, true and correct entries shall be made of all financial transactions in relation to its business and properties, and prepare all financial statements required under this Agreement, in each case in accordance with GAAP (or, in the case of the Foreign Subsidiaries, generally accepted accounting principles in the jurisdiction of its organization) and in compliance with the requirements of any Governmental Authority or Self-Regulatory Organization having jurisdiction over it, and (ii) permit employees or agents of the Administrative Agent or any Lender to visit and inspect its properties and examine or audit its books, records, working papers and accounts (except with respect to information relating to communications with any Governmental Authority or Self-Regulatory Organization with jurisdiction over any Regulated Subsidiary or which are confidential with respect to members or users of such Regulated Subsidiaries), and make copies and memoranda of them, and to discuss its affairs, finances and accounts with its officers and employees and, upon reasonable notice to the Borrower, the independent public accountants of the Borrower and its Subsidiaries (and by this provision the Borrower authorizes such accountants to discuss the finances and affairs of the Borrower and its Subsidiaries), all at such times and from time to time, upon reasonable notice and during business hours, as may be reasonably requested; provided that (i) all such visits shall be coordinated through the Administrative Agent, (ii) unless a Default or Event of Default exists, no more than one such visit during any fiscal year shall be at the expense of the Borrower, and (iii) when a Default or Event of Default exists, the Administrative Agent may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.

Maintenance of Books and Records; Inspection. The Each Borrower will, and will cause each of its Subsidiaries to, (i) maintain adequate books, accounts and records, in which full, true and correct entries shall be made of all financial transactions in relation to its business and properties, and prepare all financial statements required under this Agreement, in each case in accordance with GAAP (or, in the case of the Subsidiary Borrower or the other Foreign Subsidiaries, generally accepted accounting principles in the jurisdiction of its organization) and in compliance with the requirements of any Governmental Authority or Self-Regulatory Organization having jurisdiction over it, and (ii) permit employees or agents of the Administrative Agent or any Lender to visit and inspect its properties and examine or audit its books, records, working papers and accounts (except with respect to information relating to communications with any Governmental Authority or Self-Regulatory Organization with jurisdiction over any Regulated Subsidiary or which are confidential with respect to members or users of such Regulated Subsidiaries), and make copies and memoranda of them, and to discuss its affairs, finances and accounts with its officers and employees and, upon reasonable notice to the such Borrower, the independent public accountants of the such Borrower and its Subsidiaries (and by this provision the such Borrower authorizes such accountants to discuss the finances and affairs of the such Borrower and its Subsidiaries), all at such times and from time to time, upon reasonable notice and during business hours, as may be reasonably requested; provided that (i) all such visits shall be coordinated through the Administrative Agent, (ii) unless a Default or Event of Default exists, no more than one such visit during any fiscal year shall be at the expense of the BorrowerBorrowers, and (iii) when a Default or Event of Default exists, the Administrative Agent may do any of the foregoing at the expense of the such Borrower at any time during normal business hours and without advance notice.

Maintenance of Books and Records; Inspection. The Each Borrower willshall, and will shall cause each of its Subsidiaries to, (i) maintain adequate books, accounts and records, in which entries that are full, true and correct entries in all material respects shall be made of all financial transactions in relation to its business and properties, and prepare all financial statements required under this Agreement, in each case in accordance with GAAP (oror SAP, as applicable, in the case of the Foreign Subsidiaries, generally accepted accounting principles in the jurisdiction of its organization) all material respects and in compliance in all material respects with the requirements of any Governmental Authority or Self-Regulatory Organization having jurisdiction over it, and (ii) permit employees or agents of the Administrative Agent and, after the occurrence of and during the continuation of a Default or an Event of Default, any Lender Lender, to visit and inspect its properties and examine or audit its books, records, working papers and accounts (except with respect to information relating to communications with any Governmental Authority or Self-Regulatory Organization with jurisdiction over any Regulated Subsidiary or which are confidential with respect to members or users of such Regulated Subsidiaries), and make copies and memoranda of them, and to discuss its affairs, finances and accounts with its officers and employees and, upon reasonable notice to the such Borrower, the independent public accountants of the Borrower Company and its Subsidiaries (and by this provision the Borrower Company authorizes such accountants to discuss the finances and affairs of the Borrower Company and its Subsidiaries), all at such times and from time to time, upon reasonable notice and during business hours, as may be reasonably requested; provided that that, (x) so long as no Event of Default has occurred and is continuing, such Borrower shall only be required to pay the reasonable fees and expenses with respect to one such visit per year and (y) nothing in this Section 5.7 shall require such Borrower to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) all such visits shall be coordinated through that constitutes non-financial trade secrets or non-financial proprietary information of the Administrative AgentBorrowers and their Subsidiaries, (ii) unless a Default in respect of which disclosure to the Administrative Agent or Event any Lender (or any of Default existstheir respective representatives or contractors) is prohibited by applicable Laws, no more than one such visit during any fiscal year shall be at the expense of the Borrower, and (iii) when a Default that is subject to attorney-client or Event similar privilege or constitutes attorney work product or (iv) in respect of Default exists, which the Administrative Agent may do Borrowers or any of the foregoing at the expense their Subsidiaries owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the Borrower at any time during normal business hours and without advance noticerequirements of this Section 5.7).

Maintenance of Books and Records; Inspection. The Borrower will, and will cause each of its Subsidiaries to, (i) maintain adequate books, accounts and records, records in which full, entries (which shall be true and correct entries in all material respects) shall be made of all financial transactions in relation to its business and properties, and prepare properties sufficient to permit the preparation of all financial statements required under this Agreement, in each case Agreement in accordance with GAAP (or, in the case of the Foreign Subsidiaries, generally accepted accounting principles in the jurisdiction of its organization) and in compliance with the requirements of any Governmental Authority or Self-Regulatory Organization having jurisdiction over it, and (ii) permit employees or agents of the Administrative Agent or any Lender to visit and inspect its properties and examine or audit its books, records, working papers and accounts (except with respect to information relating to communications with any Governmental Authority or Self-Regulatory Organization with jurisdiction over any Regulated Subsidiary or which are confidential with respect to members or users of such Regulated Subsidiaries), and make copies and memoranda of them, and to discuss its affairs, finances and accounts with its officers and employees and, upon reasonable notice to the Borrower, the independent public accountants of the Borrower and its Subsidiaries (and by this provision the Borrower authorizes such accountants to discuss the finances and affairs of the Borrower and its Subsidiaries, provided that the Borrower shall be entitled to be present at any such discussions), all at such times and from time to time, upon reasonable notice and during business hours, as may be reasonably requested; provided that (i) all such visits no Credit Party shall be coordinated through required to disclose (a) any materials subject to a confidentiality obligation binding upon it (but provided further that such Credit Party shall, at the request of the Administrative Agent or any Lender, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish such information regarding the matters to which such materials relate as can reasonably be furnished without violation of such confidentiality obligation) or (b) any communications protected by attorney-client privilege the disclosure or inspection of which, based on a written opinion of counsel to the Borrower reasonably acceptable to the Administrative Agent, (ii) unless a Default or Event of Default exists, no more than one would waive such visit during any fiscal year shall be at the expense of the Borrower, and (iii) when a Default or Event of Default exists, the Administrative Agent may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance noticeprivilege.

Maintenance of Books and Records; Inspection. The Borrower will, and will cause each of its Subsidiaries to, (i) maintain adequate books, accounts and records, in which full, true and correct entries shall be made of all financial transactions in relation to its business and properties, and prepare all financial statements required under this Agreement, in each case in accordance with GAAP (or, in the case of the Foreign Subsidiaries, generally accepted accounting principles in the jurisdiction of its organization) Generally Accepted Accounting Principles and in compliance with the requirements of any Governmental Authority or Self-Regulatory Organization having jurisdiction over it, and (ii) permit employees or agents of the Administrative Agent or any Lender to visit and inspect its properties and examine or audit its books, records, working papers and accounts (except with respect to information relating to communications with any Governmental Authority or Self-Regulatory Organization with jurisdiction over any Regulated Subsidiary or which are confidential with respect to members or users of such Regulated Subsidiaries), and make copies and memoranda of them, and to discuss its affairs, finances and accounts with its officers and employees and, upon reasonable notice to the Borrower, the independent public accountants of the Borrower and its Subsidiaries (and by this provision the Borrower authorizes such accountants to discuss the finances and affairs of the Borrower and its Subsidiaries), all at such times and from time to time, upon reasonable notice and during business hours, as may be reasonably requested; provided that (i) the Borrower shall not be required to reimburse the Agent or any Lender in excess of $10,000 per year for the out-of-pocket or any other expenses incurred in connection with the administration, monitoring and reviewing of the Loans and the Collateral, including, without limitation, for travel, meals, long-distance telephone, wire transfer fees and facsimile transmission charges and copying; provided, however, that all such visits shall be coordinated through expenses incurred upon or during the Administrative Agent, (ii) unless a Default or continuation of any Event of Default exists, no more than one such visit during any fiscal year shall not be included in the calculation of the $10,000 amount referred to above and shall be at the expense of the Borrower, and (iii) when a Default or Event of Default exists, the Administrative Agent may do any of the foregoing at the expense of paid by the Borrower at any time during normal business hours and without advance noticeregard to amount, subject to the other limitations set forth herein.

Maintenance of Books and Records; Inspection. The Borrower willBorrowers shall, and will shall cause each of its their Subsidiaries to, (i) maintain adequate books, accounts and records, in which full, true and correct entries shall be made of all financial transactions in relation to its business and properties, and prepare all financial statements required under this Agreement, in each case Agreement in accordance with GAAP (orGenerally Accepted Accounting Principles and in compliance, in the case of the Foreign Subsidiariesall material respects, generally accepted accounting principles in the jurisdiction of its organization) and in compliance with the requirements regulations of any Governmental Authority or Self-Regulatory Organization governmental regulatory body having jurisdiction over it, and (ii) any Borrower or Subsidiary. The Borrowers shall permit employees or agents of the Administrative Agent Lender, upon reasonable notice and during normal business hours, to inspect the properties of any Borrower or any Lender Subsidiary and to visit and inspect its properties and examine or audit its the books, records, working papers records and accounts (except with respect to information relating to communications with of any Governmental Authority Borrower or Self-Regulatory Organization with jurisdiction over any Regulated Subsidiary or which are confidential with respect to members or users of such Regulated Subsidiaries), and make copies of and memoranda of themthe same in connection with the administration of the Loans and this Agreement and the other Loan Documents and to monitor compliance herewith and therewith, and to discuss its the affairs, finances and accounts of any Borrower or Subsidiary with its officers and employees and, upon reasonable notice to the Borrowersuch Borrower or Subsidiary, the independent public accountants of the Borrower and its Subsidiaries Borrowers or any Subsidiary (and by this provision the Borrower authorizes Borrowers authorize, and shall cause each of their Subsidiaries to authorize, such accountants to discuss the finances and affairs of the any such Borrower and its Subsidiariesor Subsidiary), all at such reasonable times and from time to time, upon reasonable notice and during business hours, as often as may be reasonably requested. Any confidential information made available to the Lender shall be kept confidential by the Lender, its employees and agents; provided provided, however, that the Lender may disclose any such information (i) all such visits shall to the extent deemed necessary by Lender in connection with the enforcement by Lender of this Loan Agreement or any of the other Loan Documents, which disclosure may only be coordinated through the Administrative Agentmade in appropriate proceedings and not otherwise publicly, (ii) unless a Default if it is otherwise publicly available, or Event of Default exists, no more than one such visit during any fiscal year shall be at the expense of the Borrower, and (iii) when a Default or Event of Default exists, the Administrative Agent may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance noticeif Lender is required by law to make disclosure thereof.

Maintenance of Books and Records; Inspection. The Borrower will, and will cause each of its Subsidiaries to, (i) shall maintain adequate books, accounts and records, in which full, true and correct entries shall be made of all financial transactions in relation to its business and properties, and prepare all financial statements required under this Agreement, in each case Agreement in accordance with GAAP (or, in the case of the Foreign Subsidiaries, generally accepted accounting principles in the jurisdiction of its organization) and in compliance with the requirements regulations of any Governmental Authority or Self-Regulatory Organization governmental regulatory body having jurisdiction over it, ; and (ii) permit employees or agents of the Administrative Agent or any Lender upon notice to visit Borrower and at such reasonable times during normal business hours to inspect its properties the Borrower's properties, and to examine or audit its the Borrower's books, records, working papers accounts and accounts (except with respect to information relating to communications with any Governmental Authority or Self-Regulatory Organization with jurisdiction over any Regulated Subsidiary or which are confidential with respect to members or users of such Regulated Subsidiaries), records and make copies and memoranda of them. The Lender shall not unreasonably interfere with the business of the Borrower in exercising any of the examination and audit rights granted to Lender under this Agreement, and Lender shall maintain the confidentiality of the information obtained from such examinations and audit in accordance with applicable law. The Borrower shall permit any representative of the Lender to visit and inspect any property of the Borrower, to examine all books of accounts, records, reports and other papers, to make copies and extracts therefrom, and to discuss its the affairs, finances and accounts of the Borrower with its officers officers, employees and employees and, upon reasonable notice to the Borrower, the independent public accountants of the Borrower and its Subsidiaries (and by this provision the Borrower authorizes such said accountants to discuss the finances and affairs of the Borrower and its SubsidiariesBorrower), all upon notice to Borrower and at such reasonable times during nonnal business hours and from time to time, upon reasonable notice and during business hours, as often as may be reasonably requested; provided that (i) all such visits shall be coordinated through the Administrative Agent, (ii) unless a Default or Event of Default exists, no more than one such visit during any fiscal year shall be at the expense of the Borrower, and (iii) when a Default or Event of Default exists, the Administrative Agent may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.

Maintenance of Books and Records; Inspection. The Borrower will, and will cause each of its Subsidiaries to, (i) shall maintain adequate books, accounts and records, in which full, true and correct entries shall be made of all financial transactions in relation to its business and properties, and prepare all financial statements required under this Agreement, in each case Agreement in accordance with GAAP Generally Accepted Accounting Principles (orsubject, in the case of the Foreign Subsidiariesunaudited interim statements, generally accepted accounting principles to normal year-end adjustments, absence of notes, treatment of accruals and certain other variations consistent with past practices, none of which shall be in the jurisdiction of its organizationaggregate material) and in material compliance with the requirements regulations of any Governmental Authority or Self-Regulatory Organization governmental regulatory body having jurisdiction over it, ; and (ii) permit employees or agents of the Administrative Agent or Bank and/or MIDFA at any Lender reasonable time to visit inspect the properties of the Borrower and inspect its properties Subsidiaries, and to examine or audit the books of the Borrower and its booksSubsidiaries, records, working papers accounts and accounts (except with respect to information relating to communications with any Governmental Authority or Self-Regulatory Organization with jurisdiction over any Regulated Subsidiary or which are confidential with respect to members or users of such Regulated Subsidiaries), records and make copies and memoranda of them. The Borrower and its Subsidiaries shall permit any representative of the Bank and/or MIDFA to visit and inspect any of the properties of the Borrower and its Subsidiaries, to examine all books of accounts, records, reports and other papers, to make copies and extracts therefrom, and to discuss its the affairs, finances and accounts of the Borrower with its officers officers, employees and employees and, upon reasonable notice to the Borrower, the independent public accountants of the Borrower and its Subsidiaries attorneys (and by this provision the Borrower authorizes such and its Subsidiaries authorize said accountants to discuss the finances and affairs of the Borrower and its Subsidiaries), all at such reasonable times and from time to time, upon reasonable notice and during business hours, as often as may be reasonably requested; provided that (i) all such visits shall be coordinated through the Administrative Agent, (ii) unless a Default or Event of Default exists, no more than one such visit but in any event at least twice during any each fiscal year shall be at the expense of the Borrower provided, however, that, except in an apparent emergency situation, neither Bank nor MIDFA, nor their agents or representatives, may enter any areas of the Property which are proprietary areas or areas designed for laboratory or related manufacturing activity which would be disturbed or destroyed as a result of entrance by unauthorized persons (collectively, the "Clean Areas") without at least three (3) days prior written notice to Borrower, and (iii) when a Default or Event of Default exists, then only upon reasonable conditions established by Borrower to maintain the Administrative Agent may do any integrity of the foregoing at the expense of the Borrower at any time during normal business hours and without advance noticeClean Areas.

Maintenance of Books and Records; Inspection. The EachThe Borrower will, and will cause each of its Subsidiaries to, (i) maintain adequate books, accounts and records, in which full, true and correct entries shall be made of all financial transactions in relation to its business and properties, and prepare all financial statements required under this Agreement, in each case in accordance with GAAP (or, in the case of the Subsidiary Borrower or the other Foreign Subsidiaries, generally accepted accounting principles in the jurisdiction of its organization) and in compliance with the requirements of any Governmental Authority or Self-Regulatory Organization having jurisdiction over it, and (ii) permit employees or agents of the Administrative Agent or any Lender to visit and inspect its properties and examine or audit its books, records, working papers and accounts (except with respect to information relating to communications with any Governmental Authority or Self-Regulatory Organization with jurisdiction over any Regulated Subsidiary or which are confidential with respect to members or users of such Regulated Subsidiaries), and make copies and memoranda of them, and to discuss its affairs, finances and accounts with its officers and employees and, upon reasonable notice to the suchthe Borrower, the independent public accountants of the suchthe Borrower and its Subsidiaries (and by this provision the suchthe Borrower authorizes such accountants to discuss the finances and affairs of the suchthe Borrower and its Subsidiaries), all at such times and from time to time, upon reasonable notice and during business hours, as may be reasonably requested; provided that (i) all such visits shall be coordinated through the Administrative Agent, (ii) unless a Default or Event of Default exists, no more than one such visit during any fiscal year shall be at the expense of the BorrowerBorrowersBorrower, and (iii) when a Default or Event of Default exists, the Administrative Agent may do any of the foregoing at the expense of the suchthe Borrower at any time during normal business hours and without advance notice.

Maintenance of Books and Records; Inspection. The Borrower willshall, and will shall cause each of its Subsidiaries to, (i) maintain adequate books, accounts and records, in which entries that are full, true and correct entries in all material respects shall be made of all financial transactions in relation to its business and properties, and prepare all financial statements required under this Agreement, in each case in accordance with GAAP (oror SAP, as applicable, in the case of the Foreign Subsidiaries, generally accepted accounting principles in the jurisdiction of its organization) all material respects and in compliance in all material respects with the requirements of any Governmental Authority or Self-Regulatory Organization having jurisdiction over it, and (ii) permit employees or agents of the Administrative Agent and, after the occurrence of and during the continuation of a Default or an Event of Default, any Lender Lender, to visit and inspect its properties and examine or audit its books, records, working papers and accounts (except with respect to information relating to communications with any Governmental Authority or Self-Regulatory Organization with jurisdiction over any Regulated Subsidiary or which are confidential with respect to members or users of such Regulated Subsidiaries), and make copies and memoranda of them, and to discuss its affairs, finances and accounts with its officers and employees and, upon reasonable notice to the Borrower, the independent public accountants of the Borrower and its Subsidiaries (and by this provision the Borrower authorizes such accountants to discuss the finances and affairs of the Borrower and its Subsidiaries), all at such times and from time to time, upon reasonable notice and during business hours, as may be reasonably requested; provided that that, (x) so long as no Event of Default has occurred and is continuing, the Borrower shall only be required to pay the reasonable fees and expenses with respect to one such visit per year and (y) nothing in this Section 5.7 shall require the Borrower to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) all such visits shall be coordinated through that constitutes non-financial trade secrets or non-financial proprietary information of the Administrative AgentBorrower and its Subsidiaries, (ii) unless a Default in respect of which disclosure to the Administrative Agent or Event any Lender (or any of Default existstheir respective representatives or contractors) is prohibited by applicable Laws, no more than one such visit during any fiscal year shall be at the expense of the Borrower, and (iii) when a Default that is subject to attorney-client or Event similar privilege or constitutes attorney work product or (iv) in respect of Default exists, which the Administrative Agent may do Borrower or any of the foregoing at the expense its Subsidiaries owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the Borrower at any time during normal business hours and without advance noticerequirements of this Section 5.7)).

Maintenance of Books and Records; Inspection. The Borrower will, and will cause each of its Subsidiaries to, (i) maintain adequate books, accounts and records, in which full, true and correct entries shall be made of all financial transactions in relation to its business and properties, and prepare all financial statements required under this Agreement, in each case in accordance with GAAP (or, in the case of the Foreign Subsidiaries, generally accepted accounting principles in the jurisdiction of its organization) and in compliance with the requirements of any Governmental Authority or Self-Regulatory Organization having jurisdiction over it, and (ii) permit employees or agents of the Administrative Agent or any Lender to visit and inspect its properties and examine or audit its books, records, working papers and accounts (except with respect to information relating to communications with any Governmental Authority or Self-Regulatory Organization with jurisdiction over any Regulated Subsidiary or which are confidential with respect to members or users of such Regulated Subsidiaries), and make copies and memoranda of them, and to discuss its affairs, finances and accounts with its officers and employees and, upon reasonable notice to the Borrower, the independent public accountants of the Borrower and its Subsidiaries (and by this provision the Borrower authorizes such accountants to discuss the finances and affairs of the Borrower and its Subsidiaries), all at such times and from time to time, upon reasonable notice and during business hours, as may be reasonably requested. The Agent, on behalf of the Lenders, or the Agent's representatives or consultants, shall be permitted to conduct audits of any collateral securing the obligations of the Borrower to any Lender, and the Borrower shall compensate the Agent for its reasonable and documented out-of-pocket expenses in connection with any such audit; provided that (i) all such visits shall be coordinated through the Administrative Agentthat, (ii) unless a Default or Event of Default exists, so long as no more than one such visit during any fiscal year shall be at the expense of the Borrower, and (iii) when a Default or Event of Default exists, the Administrative Borrower shall not be required to reimburse the Agent may do for such expenses for more than two (2) collateral audits in any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance noticecalendar year.

Maintenance of Books and Records; Inspection. The Each of the Borrower and New ICE Parent will, and will cause each of its Subsidiaries to, (i) maintain adequate books, accounts and records, in which full, true and correct entries shall be made of all financial transactions in relation to its business and properties, and prepare all financial statements required under this Agreement, in each case in accordance with GAAP (or, in the case of the Foreign Subsidiaries, generally accepted accounting principles in the jurisdiction of its organization) and in compliance with the requirements of any Governmental Authority or Self-Regulatory Organization having jurisdiction over it, and (ii) permit employees or agents of the Administrative Agent or any Lender to visit and inspect its properties and examine or audit its books, records, working papers and accounts (except with respect to information relating to communications with any Governmental Authority or Self-Regulatory Organization with jurisdiction over any Regulated Subsidiary or which are confidential with respect to members or users of such Regulated Subsidiaries), and make copies and memoranda of them, and to discuss its affairs, finances and accounts with its officers and employees and, upon reasonable notice to New ICE Parent or the Borrower, the independent public accountants of New ICE Parent or the Borrower and its Subsidiaries (and by this provision New ICE Parent or the Borrower authorizes such accountants to discuss the finances and affairs of New ICE Parent or the Borrower and its Subsidiaries), all at such times and from time to time, upon reasonable notice and during business hours, as may be reasonably requested; provided however, that (i) all such visits shall be coordinated through the Administrative Agent, (ii) unless a Default or Event of Default exists, no more than one such visit during any fiscal year shall be at the expense of the Borrower, and (iii) when a Default or Event of Default exists, exists the Administrative Agent may do any of the foregoing at the expense of New ICE Parent or the Borrower at any time during normal business hours and without advance notice.

Maintenance of Books and Records; Inspection. The Borrower Each of the Borrowers and New ICE Parent will, and will cause each of its Subsidiaries to, (i) maintain adequate books, accounts and records, in which full, true and correct entries shall be made of all financial transactions in relation to its business and properties, and prepare all financial statements required under this Agreement, in each case in accordance with GAAP (or, in the case of the Subsidiary Borrower or the other Foreign Subsidiaries, generally accepted accounting principles in the jurisdiction of its organization) and in compliance with the requirements of any Governmental Authority or Self-Regulatory Organization having jurisdiction over it, and (ii) permit employees or agents of the Administrative Agent or any Lender to visit and inspect its properties and examine or audit its books, records, working papers and accounts (except with respect to information relating to communications with any Governmental Authority or Self-Regulatory Organization with jurisdiction over any Regulated Subsidiary or which are confidential with respect to members or users of such Regulated Subsidiaries), and make copies and memoranda of them, and to discuss its affairs, finances and accounts with its officers and employees and, upon reasonable notice to the New ICE Parent or such Borrower, the independent public accountants of the New ICE Parent or such Borrower and its Subsidiaries (and by this provision the New ICE Parent or such Borrower authorizes such accountants to discuss the finances and affairs of the New ICE Parent or such Borrower and its Subsidiaries), all at such times and from time to time, upon reasonable notice and during business hours, as may be reasonably requested; provided however, that (i) all such visits shall be coordinated through the Administrative Agent, (ii) unless a Default or Event of Default exists, no more than one such visit during any fiscal year shall be at the expense of the Borrower, and (iii) when a Default or Event of Default exists, exists the Administrative Agent may do any of the foregoing at the expense of the New ICE Parent or such Borrower at any time during normal business hours and without advance notice.

Maintenance of Books and Records; Inspection. The Borrower will, and will cause each of its Subsidiaries to, (i) shall -------------------------------------------- maintain adequate books, accounts and records, in which full, true and correct entries shall be made of all financial transactions in relation to its business and properties, and prepare all financial statements required under this Agreement, in each case Agreement in accordance with GAAP (or, in the case of the Foreign Subsidiaries, generally accepted accounting principles in the jurisdiction of its organization) and in compliance with the requirements regulations of any Governmental Authority or Self-Regulatory Organization governmental regulatory body having jurisdiction over it, ; and (ii) permit employees or agents of the Administrative Agent or Lender at any Lender reasonable time to visit inspect the Borrower's properties, and inspect its properties and to examine or audit its the Borrower's books, records, working papers accounts and accounts (except with respect to information relating to communications with any Governmental Authority or Self-Regulatory Organization with jurisdiction over any Regulated Subsidiary or which are confidential with respect to members or users of such Regulated Subsidiaries), records and make copies and memoranda of them. The Borrower shall permit any representative of the Lender to visit and inspect any property of the Borrower, to examine all books of accounts, records, reports and other papers, to make copies and extracts therefrom, and to discuss its the affairs, finances and accounts with its officers of the Borrower withits officers, employees and employees and, upon reasonable notice to the Borrower, the independent public accountants of the Borrower and its Subsidiaries (and by this provision the Borrower authorizes such said accountants to discuss the finances and affairs of the Borrower and its SubsidiariesBorrower), all at such reasonable times during normal business hours and from time to time, upon reasonable notice and during business hours, as often as may be reasonably requested; provided that (i) all such visits . Without limiting the generality of the foregoing, the Borrower shall be coordinated through permit representatives of the Administrative Agent, (ii) unless a Default or Event of Default exists, no more than one such visit during any fiscal year shall be at the expense Lender to conduct quarterly field examinations of the Borrower's premises and books and records (wherever located) during the Term; provided, and (iii) when a Default or Event however, that the Lender reserves the right at any time to increase the frequency of Default exists, such examinations in its sole discretion. The Lender shall not unreasonably interfere with the Administrative Agent may do business of the Borrower in exercising any of the foregoing at examination and audit rights granted to Lender under this Agreement, and Lender shall maintain the expense confidentiality of the Borrower at any time during normal business hours information obtained from such examinations and without advance noticeaudits in accordance with applicable law.

Maintenance of Books and Records; Inspection. The Each of Parent and the Borrower will, and will cause each of its Subsidiaries to, (i) maintain adequate books, accounts and records, in which full, true and correct entries shall be made of all financial transactions in relation to its business and properties, and prepare all financial statements required under this Agreement, in each case in accordance with GAAP (orprovided that such books, in the case of the Foreign Subsidiaries, generally accepted accounting principles in the jurisdiction of records and financial statements for Mettis and its organizationSubsidiaries for all periods during fiscal year 2003 will be maintained and prepared under UK GAAP) and in compliance with the requirements of any Governmental Authority or Self-Regulatory Organization having jurisdiction over it, and (ii) permit employees or agents of the Administrative Agent or any Lender to visit and inspect its properties and examine or audit its books, records, working papers and accounts (except with respect to information relating to communications with any Governmental Authority or Self-Regulatory Organization with jurisdiction over any Regulated Subsidiary or which are confidential with respect to members or users of such Regulated Subsidiaries), and make copies and memoranda of them, and to discuss its affairs, finances and accounts with its officers and employees and, upon reasonable notice to the Borrower, the independent public accountants of the Borrower and its Subsidiaries (and by this provision the Borrower authorizes such accountants to discuss the finances and affairs of the Borrower and its Subsidiaries), all at such times and from time to time, upon reasonable notice and during business hours, as may be reasonably requested; provided that (i) all such visits no Credit Party shall be coordinated through required to disclose (a) any materials subject to a confidentiality obligation binding upon it (but provided further that such Credit Party shall, at the request of the Administrative Agent or any Lender, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish such information regarding the matters to which such materials relate as can reasonably be furnished without violation of such confidentiality obligation) or (b) any communications protected by attorney-client privilege the disclosure or inspection of which, based on a written opinion of counsel to the Borrower reasonably acceptable to the Administrative Agent, (ii) unless a Default or Event of Default exists, no more than one would waive such visit during any fiscal year shall be at the expense of the Borrower, and (iii) when a Default or Event of Default exists, the Administrative Agent may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance noticeprivilege.