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

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Unless an Event of Default has occurred and is continuing, such inspections or audits shall be conducted no more often than once every six (6) months (or more frequently as Bank shall determine conditions warrant, in its sole discretion). The foregoing inspections and audits shall be at Borrower’s expense, and the charge 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 ten (10) 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. Allow Bank, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Unless an Event of Default has occurred and is continuingAfter the Initial Audit, such inspections or audits shall be conducted no more often than once every six twelve (612) months (or more frequently as Bank shall determine conditions warrant, in its sole discretion)unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefore 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 ten (10) 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. Allow Bank, or its agents, at At reasonable times, on one ten (110) Business Day’s 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 to inspect the Collateral and the right to audit and copy Borrower’s Books. Unless Such inspections shall occur no more frequently than once per calendar year unless an Event of Default has shall have occurred and is be continuing, such inspections or audits shall be conducted no more often than once every six (6) months (or more frequently as Bank shall determine conditions warrant, in its sole discretion). The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefore therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same)) not to exceed Five Thousand Dollars ($5,000) per audit or inspection, plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to BankBank (unless such audit is re-scheduled to occur within a reasonable timeframe), 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. Allow Bank, or its agents, at reasonable timestimes during Borrower’s business hours, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Unless The foregoing inspections and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing, continuing in which case such inspections or and audits shall be conducted no more occur as often than once every six (6) months (or more frequently as Bank shall determine conditions warrant, in its sole discretion)is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefore 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 ten (10) 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. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s 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 to inspect the Collateral and the right to audit and copy Borrower’s Books. Unless The foregoing inspections and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing, continuing in which case such inspections or and audits shall be conducted no more occur as often than once every six (6) months (or more frequently as Bank shall determine conditions warrant, in its sole discretion)is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefore 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 expensesexpenses actually incurred. In the event Borrower and Bank schedule an audit more than ten (10) 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 actually incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s 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 to inspect the Collateral and the right to audit and copy Borrower’s Books. Unless In addition to the Initial Audit, the foregoing inspections and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing, continuing in which case such inspections or and audits shall be conducted no more occur as often than once every six (6) months (or more frequently as Bank shall determine conditions warrant, in its sole discretion)is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefore 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 ten (10) 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-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. Allow Bank, or its agents, at reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrowereach Credit Party’s Books. Unless an Event of Default has occurred and is continuing, such Such inspections or audits shall be conducted no more often than once every six twelve (612) months (or more frequently 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 conditions warrant, in its sole discretion)is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefore 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 ten (10) 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. Allow Bank, or its agents, at At reasonable times, on one (1) Business 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 to inspect the Collateral and the right to audit and copy Borrower’s Books. Unless an Event of Default has occurred The foregoing inspections and is continuing, such inspections or audits shall be conducted at Borrower’s expense and no more often than once every six (6) months (or more frequently 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 conditions warrant, in its sole discretion)is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefore 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 ten five (105) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten five (105) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay reimburse Bank a fee of $1,000 for any costs incurred by Bank, plus any out-of-pocket expenses incurred by Bank directly relating to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business 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 to inspect the Collateral and the right to audit and copy Borrower’s Books. Unless an Event of Default has occurred and is continuing, such inspections or audits shall be conducted no more often than once every six (6) months (or more frequently as Bank shall determine conditions warrant, in its sole discretion). The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefore 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 ten (10) 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. Allow Bank, or its agents, at At reasonable times, on one (1) Business 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 to inspect the Collateral and the right to audit and copy Borrower’s Books. Unless Such audits shall be conducted no more often than twice per year (once per year so long as a Streamline Period remains in effect), unless an Event of Default has occurred and is continuing, such inspections or audits shall be conducted no more often than once every six (6) months (or more frequently as Bank shall determine conditions warrant, in its sole discretion). The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefore 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 ten (10) 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.” 2.8 Section 7.7 (Distributions; Investments). Section 7.7 is amended in its entirety and replaced with the following:

Access to Collateral; Books and Records. Allow Bank, or its agentsAfter completion of the Initial Audit, at reasonable times, on one (1) Business 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 inspect the Collateral and audit and copy Borrower’s Books. Unless an Event of Default has occurred and is continuing, such inspections or audits shall be conducted no more often than once every six one (61) months time per year (or more frequently as Bank shall determine conditions warrantnecessary, in its sole discretion), to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits (including, without limitation, the Initial Audit) shall be at Borrower’s expense, and the charge therefore 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 ten (10) 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.” 2 The Loan Agreement shall be amended by deleting the following text appearing as Section 6.9(a) thereof:

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business 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 to inspect the Collateral and the right to audit and copy Borrower’s Books. Unless Such inspections and audits shall be conducted no more often than one (1) time every 12 months, unless an Event of Default has occurred and is continuing, in which case such inspections or and audits shall be conducted no more occur as often than once every six (6) months (or more frequently as Bank shall determine conditions warrant, in its sole discretion)necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefore therefor shall be $850 1,000.00 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 ten eight (10) 8) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of $1,000 2,000.00 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or reschedulingcancellation.

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable timesDuring normal business hours, on one five (15) Business 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, at any time that an event of Default has occurred and is continuing or Borrower fails to maintain cash at or through Bank of at least Fifteen Million Dollars ($15,000,000), to inspect the Collateral and to audit and copy Borrower’s Books. Unless an Event of Default has occurred and is continuing, such inspections or audits shall be conducted no more often than once every six (6) months (or more frequently as Bank shall determine conditions warrant, in its sole discretion). The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefore 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 ten (10) 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. Allow Bank, or its agents, at At reasonable times, on one (1) Business 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, on a semi-annual basis (or more frequently as conditions warrant, in Bank’s sole discretion), to inspect the Collateral and the right to audit and copy Borrower’s Books. Unless an So long as no Event of Default has occurred and is continuing, such inspections or audits shall be conducted no more often than once every six (6) months (or more frequently as Bank shall determine conditions warrant, in its sole discretion). The up to two of the foregoing inspections and audits in any fiscal year shall be at Borrower’s expense, and the charge therefore 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 ten (10) 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. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s '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 to inspect the Collateral and the right to audit and copy Borrower’s Borrowers' Books. Unless Such audits will occur once per quarter (with the first to occur no later than 45 days following the Effective Date) unless an Event of Default has occurred and is continuing, such inspections or audits shall be conducted no more often than once every six (6) months (or more frequently as Bank shall determine conditions warrant, in its sole discretion). The foregoing inspections and audits shall be at Borrower’s Borrowers' expense, and the charge therefore 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 a Borrower and Bank schedule an audit more than ten (10) 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 '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. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s 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 to inspect the Collateral and the right to audit and copy Borrower’s Books. Unless The foregoing inspections and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing, continuing in which case such inspections or and audits shall be conducted no more occur as often than once every six (6) months (or more frequently as Bank shall determine conditions warrant, in its sole discretion)is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefore 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 ten (10) 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. Allow Bank, or its agentsAfter completion of the Initial Audit, at reasonable times, on one (1) Business 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 inspect the Collateral and audit and copy Borrower’s Books. Unless an Event of Default has occurred and is continuing, such inspections or audits shall be conducted no more often than once every six (6) months two times per year (or more frequently as Bank shall determine conditions warrantnecessary, in its sole discretion), to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits (including, without limitation, the Initial Audit) shall be at Borrower’s expense, and the charge therefore 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 ten (10) 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.” and inserting in lieu thereof the following:

Access to Collateral; Books and Records. Allow Bank, or its agentsAfter completion of the Initial Audit, at reasonable times, on one (1) Business 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 inspect the Collateral and audit and copy Borrower’s Books. Unless an Event of Default has occurred and is continuing, such inspections or audits shall be conducted no more often than once every six (6) months two times per year (or more frequently as Bank shall determine conditions warrantnecessary, in its sole discretion), to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits (including, without limitation, the Initial Audit) shall be at Borrower’s expense, and the charge therefore 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 ten (10) 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. Allow Bank, or its agents, at At reasonable times, on one (1) Business 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 to inspect the Collateral and the right to audit and copy Borrower’s Books. Unless an Event of Default has occurred and is continuing, such inspections or audits shall be conducted no more often than once every six (6) months (or more frequently as Bank shall determine conditions warrant, in its sole discretion). The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefore 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; provided that Borrower shall only be required to pay for one inspection per any 12 month period plus any inspection that is requested by Bank, or undertaken, while an Event of Default exists. In the event Borrower and Bank schedule an audit more than ten (10) 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 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. Allow Bank, or its agents, at At reasonable times, on one (1) Business 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 to inspect the Collateral and the right to audit and copy Borrower’s Books. Unless The foregoing inspections and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing, continuing in which case such inspections or and audits shall be conducted no more occur as often than once every six (6) months (or more frequently as Bank shall determine conditions warrant, in its sole discretion)is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefore 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 ten (10) 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 $1,000 850 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. Allow Bank, or its agentsIn addition to the Initial Audit, at reasonable times, on one (1) Business 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 to inspect the Collateral and the right to audit and copy Borrower’s Books. Unless an Event of Default has occurred The foregoing inspections and is continuingaudits (including, such inspections or audits without limitation, the Initial Audit), shall be conducted at Borrower’s expense and no more often than once every six twelve (612) months (months, or more frequently frequently, as Bank shall determine conditions warrant, in its sole discretion). The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefore therefor shall be $850 1,000.00 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 ten (10) 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 $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.