Common use of Access to Collateral; Books and Records Clause in Contracts

Access to Collateral; Books and Records. At reasonable times, on two (2) Business Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year (or more frequently, as Bank shall determine necessary), to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen (15) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At reasonable times, on two three (23) Business Days’ notice not more than twice in any calendar year (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year (or more frequently, as Bank shall determine necessary), right to inspect the Collateral and the right to audit and copy each Borrower’s Books, the first of which shall be within six (6) months after the Effective Date. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower Borrowers and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels Borrowers cancel or seeks seek to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower Borrowers shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At reasonable times, on two one (21) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year on a semi-annual basis (or more frequently, frequently as Bank shall determine necessary), to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 1,000 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on two one (21) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year (or more frequently, as Bank shall determine necessary), to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every six (6) months unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At reasonable timestimes and not more than once every six (6) months unless an Event of Default exists, on two five (25) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year (or more frequently, as Bank shall determine necessary), right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At reasonable times, on two one (21) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year (or more frequently, as Bank shall determine necessary), right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such audits shall be conducted no more often than twice per year unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At reasonable times, on two one (21) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year on an semi-annual basis (or more frequently, as Bank shall determine necessaryfrequently if an Event of Default has occurred and is continuing), to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.”

Access to Collateral; Books and Records. At reasonable times, but not more than once per calendar quarter unless there has been an Event of Default, on two one (21) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year (or more frequently, as Bank shall determine necessary), right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At reasonable times, on but not less than two (2) times per year unless requested by Bank (and in the event of a Default or Event of Default) on one (1) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year (or more frequently, as Bank shall determine necessary), right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At reasonable times, on two one (21) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year on a semi-annual basis (or more frequently, frequently as Bank shall determine necessary), to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.” 5 The Loan Agreement shall be amended by deleting the following text appearing as Section 6.9 thereof:

Access to Collateral; Books and Records. At reasonable times, on two one (21) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year on a semi-annual basis (or more frequently, frequently as Bank shall determine necessary), to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 1,000 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.” and inserting in lieu thereof the following:

Access to Collateral; Books and Records. At reasonable times, on two three (23) Business Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year on a semi-annual basis (or more frequentlyfrequently as conditions warrant, as Bank shall determine necessaryin Bank’s reasonable discretion), to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any reasonable out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At reasonable times, on two one (21) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year on an annual basis (or more frequently, as Bank shall determine necessary), frequently after the occurrence of an Event of Default) to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At reasonable times, on two one (21) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year on a semi-annual basis (or more frequently, as Bank shall determine necessarynecessary in its sole discretion), to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on two one (21) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year (or more frequently, as Bank shall determine necessary), to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections or audits shall be conducted no more than once every six (6) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall be at Borrower’s expense, and the occur as often as Bank shall determine is necessary. The charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.”

Access to Collateral; Books and Records. At reasonable times, on two one (21) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal per year (or more frequently, frequently as Bank shall determine necessaryconditions warrant, in its sole discretion), to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At reasonable times, on two one (21) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year (or more frequently, as Bank shall determine necessary), right to inspect the Collateral and the right to audit and copy Borrower’s Borrowers’ Books; provided that, unless an Event of Default has occurred and is continuing, Bank shall conduct not more than two (2) such inspections of the Collateral in any twelve month period. The foregoing inspections and audits shall be at Borrower’s Borrowers’ expense, and the charge therefor shall be $850 750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower Borrowers and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels Borrowers cancel or seeks seek to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower Borrowers shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At reasonable times, on two one (21) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year (or more frequently, as Bank shall determine necessary), right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be (i) conducted three times per year or as conditions warrant in Bank’s discretion, and (ii) at Borrower’s expense, and the charge therefor shall be $850 750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At In addition to the Initial Audit, at reasonable times, on two one (21) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up in the event the Streamline Period is not in effect at any time during the four (4) months immediately prior to two (2) times in any fiscal year (or more frequently, as Bank shall determine necessary), the Revolving Line Maturity Date to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At reasonable times, on two (2) Business Days’ notice (provided no notice is required if an Event Upon the receipt by Bank from Borrower of Default has occurred and is continuing)a request for Advance, Bank, or its agents, shall have the right, up to two (2) times in any fiscal year (or more frequently, as Bank shall determine necessary), right to inspect the Collateral and the right to audit and copy Borrower’s Books, unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be One Thousand Dollars ($850 1,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000 1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At reasonable times, on two three (23) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year on a semi-annual basis (or more frequentlyfrequently if Bank determines conditions warrant, as Bank shall determine necessaryin its sole discretion), to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At reasonable times, on two three (23) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year right on an annual basis (or more frequently, as Bank shall determine necessary), frequently if an Event of Default has occurred) to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At reasonable times, on two one (21) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year on a semi-annual basis (or more frequently, frequently as Bank shall determine necessary, in its sole discretion, or at the direction of EXIM Bank), to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At reasonable times, on two one (21) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year on a semi-annual basis (or more frequently, as Bank shall determine necessary), frequently after the occurrence of an Event of Default) to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.” and inserting in lieu thereof the following:

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on two one (21) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year (or more frequently, as Bank shall determine necessary), to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every six (6) months unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At reasonable times, on two one (21) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year (or more frequently, as Bank shall determine necessary), right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be (i) conducted three times per year or as conditions warrant in Bank’s discretion, and (ii) at Borrower’s expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.” 4 The Loan Agreement shall be amended by deleting the following Section 6.9 entitled “Financial Covenants” in its entirety:

Access to Collateral; Books and Records. At reasonable times, on two one (21) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year on a semi-annual basis (or more frequently, frequently as Bank shall determine necessary), to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At reasonable times, on two five (25) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year on a semi-annual basis (or more frequently, as Bank shall determine necessaryfrequently after the occurrence of an Event of Default), to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000 1,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At reasonable times, on two one (21) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year right on a semi-annual basis (or more frequently, as Bank shall determine necessaryfrequently if an Event of Default has occurred and is continuing), to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.” and inserting in lieu thereof the following:

Access to Collateral; Books and Records. At reasonable times, on two three (23) Business Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year on an annual basis (or more frequentlyfrequently as conditions warrant, as Bank shall determine necessaryin Bank’s reasonable discretion), to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any reasonable out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.” 11 The Loan Agreement shall be amended by deleting the following text appearing as Section 6.7 thereof:

Access to Collateral; Books and Records. At reasonable times, on two one (21) Business Days’ Day's notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year on a semi-annual basis (or more frequently, as Bank shall determine necessary), necessary in its sole discretion) to inspect the Collateral and the right to audit and copy Borrower’s 's Books. The foregoing inspections and audits shall be at Borrower’s 's expense, and the charge therefor shall be $850 750 per person per day (or such higher amount as shall represent Bank’s 's then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s 's rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At reasonable times, on two one (21) Business Days’ Day's notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year on a semi-annual basis (or more frequently, as Bank shall determine necessarynecessary in its sole discretion, or at the direction of EXIM Bank), to inspect the Collateral and the right to audit and copy Borrower’s 's Books. The foregoing inspections and audits shall be at Borrower’s 's expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s 's then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s 's rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on two three (23) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year (or more frequently, as Bank shall determine necessary), to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than two times every twelve (12) months unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on two three (23) Business Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year (or more frequently, as Bank shall determine necessary), to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At reasonable times, on two three (23) Business Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year on a semi-annual basis (or more frequentlyfrequently as conditions warrant, as Bank shall determine necessaryin Bank’s reasonable discretion), to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any reasonable out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.” and inserting in lieu thereof the following:

Access to Collateral; Books and Records. At reasonable times, on two one (21) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year (or more frequently, as Bank shall determine necessary), right to inspect the Collateral and the right to audit and copy Borrower’s Borrowers’ Books. The foregoing inspections and audits shall be at Borrower’s Borrowers’ expense, and the charge therefor shall be $850 750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. Such inspections and audits shall not exceed two (2) per year unless an Event of Default has occurred and is continuing. In the event Borrower Borrowers and Bank schedule an audit more than fifteen ten (1510) days in advance, and such Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower Borrowers shall pay Bank a fee of $1,000 plus any out-of-of- pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At reasonable times, on two three (23) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year (or more frequently, as Bank shall determine necessary), right to inspect the Collateral and the right to audit and copy Borrower’s BooksBooks but in no circumstances would the inspections exceed more than two per year (or as conditions warrant). The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor therefore shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on two (2) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year (or more frequently, as Bank shall determine necessary), to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on two one (21) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year (or more frequently, as Bank shall determine necessary), to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any reasonable out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At reasonable times, on two one (21) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year on a semi-annual basis (or more frequently, as Bank shall determine necessary), frequently after the occurrence of an Event of Default) to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At reasonable timesNo more often than once every calendar quarter or as Bank determines is necessary in its sole discretion, on two five (25) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year (or more frequently, as Bank shall determine necessary), right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At reasonable times, on two one (21) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year (or more frequently, as Bank shall determine necessary), right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such audits shall be conducted no more often than twice per year unless an Event of Default has occurred and is continuing The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At reasonable times, on two one (21) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year right on a semi-annual basis (or more frequently, as Bank shall determine necessaryfrequently if an Event of Default has occurred and is continuing), to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. At reasonable times, on two one (21) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times in any fiscal year (or more frequently, as Bank shall determine necessary), right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be (i) conducted three times per year or as conditions warrant in Bank’s discretion, and (ii) at Borrower’s expense, and the charge therefor shall be $850 750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than fifteen ten (1510) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.” and inserting in lieu thereof the following: