Common use of Inspection and Access Clause in Contracts

Inspection and Access. (a) Each Lender and its agents (including but not limited to representatives of any inspection agent appointed by any Lender) shall have the right, at any time, to (i) during the Borrowers’ usual business hours, inspect the Collateral and the premises upon which any of the Collateral is located; (ii) during the Borrowers’ usual business hours, inspect, audit and make copies or extracts from any of the Borrowers’ records, computer systems, files, and books of account related to the Collateral; (iii) during the Borrowers’ usual business hours, monitor the Borrowers’ performance of its obligations with respect to this Agreement; and (iv) obtain information about the Borrowers’ affairs and finances from any Person; and (v) verify, in the Lenders’ name or in the name of the Borrowers, the validity, amount, quality, quantity, value and condition of, or any other matter relating to, the Collateral. Each Borrower, shall, upon the Lenders’ request from time to time, instruct its vendors, banking and other financial institutions and its accountants to make available to the Lenders and discuss with the Lenders such information and records as Lenders may reasonably request. Each Borrower authorizes the Lenders, if requested by a Person other than a credit reporting agency and without request if the Person is a credit reporting agency, to provide that Person with information about the Obligations, Collateral and such Borrower’s performance of this Agreement. If any Borrower maintains or stores any data with respect to Collateral on a computer data system, any Borrower shall upon request of the Lenders provide the Lenders with (y) on-line access to such computer data system and (z) deliver to the Lenders duplicate copies of the requested data in machine readable form acceptable to the Lenders along with a printout or other hard copy of such data. If at any time during the Agreement, any of the Lenders establish on-line access to the Borrowers’ computer systems, each such Lender shall exercise such care as it exercises with respect to its own computer systems regarding the integrity and confidentiality of the Borrowers’ information therein, each such Lender shall restrict its access to those parts of the Borrowers’ computer systems that relate to the Collateral and each such Lender shall observe all reasonable security requirements relating to the Borrowers’ computer systems as such Lender is advised of by the Borrowers; provided, however, that such observance shall in no way prevent such Lender from accessing Borrower’s information. (b) The other Lenders acknowledge that MAFS has engaged DataScan Technologies LLC (the “Lenders Inspection Agent”), to perform collateral inspection and audit services for the Lenders, including, but not limited to, inspections and audits with respect to Collateral at the Borrowers’ Places of Business. MAFS agrees to furnish to each other Lender copies of the collateral inspection reports that MAFS receives from the Lenders Inspection Agent. The Borrowers agree to pay MAFS directly $12,500 per month (the “Collateral Administrative Fee”) and to reimburse MAFS for all fees paid and out-of-pocket costs incurred by MAFS in connection with the services performed by the Lenders Inspection Agent (the “Inspection Fees”). MAFS will invoice the Borrowers monthly, and the Borrowers shall pay the Collateral Administrative Fee and the Inspection Fees directly to MAFS on or before the 15th day of the month following the invoiced month. Fees payable by the Borrowers pursuant to this Section shall constitute Obligations for all purposes under the Loan Documents, subject, however, to certain limitations set forth in Section 4.3 hereof. If at any time during the continuance of an Event of Default insufficient funds are received by and available to the Agent to pay fully all outstanding fees due under this Section, then each of the Lenders other than MAFS severally agrees to pay to MAFS within ten days of written demand such Lender’s Pro Rata Share of such outstanding Inspection Fees; provided, however, that the other Lenders shall not be responsible for MAFS’s Pro Rata Share of such outstanding Inspection Fees. MAFS shall provide written notice to each other Lender of the Borrowers failure to pay any fees under this Section for a period of forty-five days following the 15th day of each month. Failure by MAFS to provide such written notice shall release such other Lenders from any responsibility to pay MAFS such Lender’s Pro Rata Share of any such outstanding Inspection Fees. (c) Furthermore, the Lenders shall have the right to appoint an inspection agent (the “Additional Lenders Inspection Agent”) performing the same services and having the same responsibilities as the Lenders Inspection Agent. If the other Lenders appoint such an agent, the Borrowers agree to pay the Additional Lenders Inspection Agent directly for up to four (4) audits per year actually performed at each of the Borrowers’ applicable Places of Business. The Borrowers agree to pay the Additional Lenders Inspection Agent a Sixty-Five Dollar ($65.00) fee for each audit plus One Dollar ($1.00) for every Motor Vehicle audited during any single audit in excess of sixty (60) Motor Vehicles to cover the cost of such audits. Such audit fees shall be billed directly to the Borrowers and the Borrowers shall pay the Additional Lenders Inspection Agent for such fees independently of Section 4.3.

Inspection and Access. (a) Each Lender and its agents (including but not limited to representatives of any inspection agent appointed by any LenderAutoVIN, Inc.) shall have the right, at any time, to (i) during the Borrowers’ Borrower's usual business hours, inspect the Collateral and the premises upon which any of the Collateral is located; (ii) during the Borrowers’ Borrower's usual business hours, inspect, audit and make copies or extracts from any of the Borrowers’ Borrower's records, computer systems, files, and books of account related to the Collateral; (iii) during the Borrowers’ Borrower's usual business hours, monitor the Borrowers’ Borrower's performance of its obligations with respect to this Agreement; and (iv) obtain information about the Borrowers’ Borrower's affairs and finances from any Person; and (v) verify, in the Lenders’ Lender's name or in the name of the BorrowersBorrower, the validity, amount, quality, quantity, value and condition of, or any other matter relating to, the Collateral. Each Borrower, Borrower shall, upon the Lenders’ Lender's request from time to time, instruct its vendors, banking and other financial institutions and its accountants to make available to the Lenders Lender and discuss with the Lenders Lender such information and records as Lenders Lender may reasonably request. Each Borrower authorizes the LendersLender, if requested by a Person other than a credit reporting agency and without request if the Person is a credit reporting agency, to provide that Person with information about the ObligationsIndebtedness, Collateral and such Borrower’s 's performance of this Agreement. If any Borrower maintains or stores any data with respect to Collateral on a computer data system, any Borrower shall upon request of the Lenders Lender provide the Lenders Lender with (y) on-line access to such computer data system and or (z) deliver to the Lenders Lender duplicate copies of the requested data in machine readable form acceptable to the Lenders Lender along with a printout or other hard copy of such data. If at any time during the Agreement, any of the Lenders establish Lender establishes on-line access to the Borrowers’ Borrower's computer systemssystem, each such Lender shall exercise such care as it exercises with respect to its own computer systems regarding the integrity and confidentiality of the Borrowers’ Borrower's information therein, each such Lender shall restrict its access to those parts of the Borrowers’ Borrower's computer systems system that relate to the Collateral and each such Lender shall observe all reasonable security requirements relating to the Borrowers’ Borrower's computer systems system as such Lender is advised of by the Borrowers; providedBorrower, provided however, that such observance shall in no way prevent such Lender from accessing Borrower’s 's information. (b) The other Lenders acknowledge that MAFS has engaged DataScan Technologies LLC (the “Lenders Inspection Agent”), to perform collateral inspection and audit services for the Lenders, including, but not limited to, inspections and audits with respect to Collateral at the Borrowers’ Places of Business. MAFS agrees to furnish to each other Lender copies of the collateral inspection reports that MAFS receives from the Lenders Inspection Agent. The Borrowers agree to pay MAFS directly $12,500 per month (the “Collateral Administrative Fee”) and to reimburse MAFS for all fees paid and out-of-pocket costs incurred by MAFS in connection with the services performed by the Lenders Inspection Agent (the “Inspection Fees”). MAFS will invoice the Borrowers monthly, and the Borrowers shall pay the Collateral Administrative Fee and the Inspection Fees directly to MAFS on or before the 15th day of the month following the invoiced month. Fees payable by the Borrowers pursuant to this Section shall constitute Obligations for all purposes under the Loan Documents, subject, however, to certain limitations set forth in Section 4.3 hereof. If at any time during the continuance of an Event of Default insufficient funds are received by and available to the Agent to pay fully all outstanding fees due under this Section, then each of the Lenders other than MAFS severally Borrower agrees to pay to MAFS within ten days of written demand such Lender’s Pro Rata Share of such outstanding Inspection Fees; provided, however, that the other Lenders shall not be responsible for MAFS’s Pro Rata Share of such outstanding Inspection Fees. MAFS shall provide written notice to each other Lender of the Borrowers failure to pay any fees under this Section for a period of forty-five days following the 15th day of each month. Failure by MAFS to provide such written notice shall release such other Lenders from any responsibility to pay MAFS such Lender’s Pro Rata Share of any such outstanding Inspection Fees. six (c) Furthermore, the Lenders shall have the right to appoint an inspection agent (the “Additional Lenders Inspection Agent”) performing the same services and having the same responsibilities as the Lenders Inspection Agent. If the other Lenders appoint such an agent, the Borrowers agree to pay the Additional Lenders Inspection Agent directly for up to four (46) audits per year actually performed at each of the Borrowers’ Borrower's applicable Places of Business. The Borrowers agree Each such audit will be used to determine Borrower's compliance with this Agreement including minimum levels of Inventory. Borrower agrees to pay the Additional Lenders Inspection Agent Lender a Sixty-Five Dollar ($65.0065) fee for each audit described above plus One Dollar ($1.001) for every Motor Vehicle audited during at any single audit one location in excess of sixty (60) Motor Vehicles to cover the cost of such audits. Such audit fees shall be billed directly to the Borrowers and the Borrowers shall pay the Additional Lenders Inspection Agent for such fees independently of Section 4.3.

Inspection and Access. (a) Each Lender and its agents (including but not limited to representatives of any inspection agent appointed by any Lender) shall have the --------------------- right, at any time, to (i) during the Borrowers’ Borrower's usual business hours, inspect the Collateral and the premises upon which any of the Collateral is located; (ii) during the Borrowers’ Borrower's usual business hours, inspect, audit and make copies or extracts from any of the Borrowers’ Borrower's records, computer systems, files, and books of account related to the Collateralaccount; (iii) during the Borrowers’ Borrower's usual business hours, monitor the Borrowers’ Borrower's performance of its obligations with respect to this Agreement; and (iv) obtain information about the Borrowers’ affairs and finances from any Person; and (v) verify, in the Lenders’ Lender's name or in the name of the BorrowersBorrower, the validity, amount, quality, quantity, value and condition of, or any other matter relating to, the Collateral, including but not limited to verifying Contract information with Contract Debtors. Each Borrower, Borrower shall, upon the Lenders’ Lender's request from time to time, instruct its vendors, vendors banking and other financial institutions and its accountants to make available to the Lenders Lender and discuss with the Lenders Lender such information and records as Lenders Lender may reasonably request. Each Borrower authorizes the LendersLender, if requested by a Person other than without request, to provide to a credit reporting agency and without request if the Person is a credit reporting agency, to provide that Person with information about the ObligationsIndebtedness, Collateral and such Borrower’s 's performance of this Agreement. If any Borrower maintains or stores any data with respect to Collateral on a computer data system, any Borrower shall upon request of the Lenders Lender provide the Lenders Lender with (ya) on-line access to such computer data system and or (zb) deliver to the Lenders Lender duplicate copies of the requested data in machine readable form acceptable to the Lenders Lender along with a printout or other hard copy of such data. If at any time during the AgreementBorrower shall, any on request of the Lenders establish on-line access Lender, provide to the Borrowers’ computer systems, each such Lender shall exercise such care as it exercises with respect to its own computer systems regarding the integrity and confidentiality of the Borrowers’ information therein, each such Lender shall restrict its access to those parts of the Borrowers’ computer systems that relate to the Collateral and each such Lender shall observe all reasonable security requirements relating to the Borrowers’ computer systems as such Lender is advised of by the Borrowers; provided, however, that such observance shall in no way prevent such Lender from accessing Borrower’s information. (b) The other Lenders acknowledge that MAFS has engaged DataScan Technologies LLC (the “Lenders Inspection Agent”), to perform collateral inspection and audit services for the Lenders, including, but not limited to, inspections and audits with respect to Collateral at the Borrowers’ Places of Business. MAFS agrees to furnish to each other Lender copies of location designated by Lender) the collateral inspection reports that MAFS receives from the Lenders Inspection Agent. The Borrowers agree to pay MAFS directly $12,500 per month (the “Collateral Administrative Fee”) and to reimburse MAFS for all fees paid and out-of-pocket costs incurred by MAFS in connection with the services performed by the Lenders Inspection Agent (the “Inspection Fees”). MAFS will invoice the Borrowers monthly, and the Borrowers shall pay the Collateral Administrative Fee and the Inspection Fees directly to MAFS on or before the 15th day of the month following the invoiced month. Fees payable by the Borrowers pursuant to this Section shall constitute Obligations for all purposes under the Loan Contract Debtor Documents, subject, however, to certain limitations set forth in Section 4.3 hereof. If at any time during the continuance of an Event of Default insufficient funds are received by and available to the Agent to pay fully all outstanding fees due under this Section, then each of the Lenders other than MAFS severally agrees to pay to MAFS within ten days of written demand such Lender’s Pro Rata Share of such outstanding Inspection Fees; provided, however, that the other Lenders shall not be responsible for MAFS’s Pro Rata Share of such outstanding Inspection Fees. MAFS shall provide written notice to each other Lender of the Borrowers failure to pay any fees under this Section for a period of forty-five days following the 15th day of each month. Failure by MAFS to provide such written notice shall release such other Lenders from any responsibility to pay MAFS such Lender’s Pro Rata Share of any such outstanding Inspection Fees. (c) Furthermore, the Lenders shall have the right to appoint an inspection agent (the “Additional Lenders Inspection Agent”) performing the same services and having the same responsibilities as the Lenders Inspection Agent. If the other Lenders appoint such an agent, the Borrowers agree to pay the Additional Lenders Inspection Agent directly for up to four (4) audits per year actually performed at each of the Borrowers’ applicable Places of Business. The Borrowers agree to pay the Additional Lenders Inspection Agent a Sixty-Five Dollar ($65.00) fee for each audit plus One Dollar ($1.00) for every Motor Vehicle audited during any single audit in excess of sixty (60) Motor Vehicles to cover the cost of such audits. Such audit fees shall be billed directly to the Borrowers and the Borrowers shall pay the Additional Lenders Inspection Agent for such fees independently of Section 4.3.

Inspection and Access. (a) Each Lender and its agents (including but not limited to representatives of any inspection agent appointed by any Lender) shall have the right, at any time, to (i) during the Borrowers’ Borrower's usual business hours, inspect the Collateral and the premises upon which any of the Collateral is located; (ii) during the Borrowers’ ii)during Borrower's usual business hours, inspect, audit and make copies or extracts from any of the Borrowers’ Borrower's records, computer systems, files, and books of account related to the Collateralaccount; (iii) during the Borrowers’ iii)during Borrower's usual business hours, monitor the Borrowers’ Borrower's performance of its obligations with respect to this Agreement; and (iv) obtain information about the Borrowers’ affairs and finances from any Person; and (v) verify, in the Lenders’ Lender's name or in the name of the BorrowersBorrower, the validity, amount, quality, quantity, value and condition of, or any other matter relating to, the Collateral, including but not limited to verifying Contract information with Contract Debtors. Each Borrower, Borrower shall, upon the Lenders’ Lender's request from time to time, instruct its vendors, vendors banking and other financial institutions and its accountants to make available to the Lenders Lender and discuss with the Lenders Lender such information and records as Lenders Lender may reasonably request. Each Borrower authorizes the LendersLender, if requested by a Person other than without request, to provide to a credit reporting agency and without request if the Person is a credit reporting agency, to provide that Person with information about the ObligationsIndebtedness, Collateral and such Borrower’s 's performance of this Agreement. If any Borrower maintains or stores any data with respect to Collateral on a computer data system, any Borrower shall upon request of the Lenders Lender provide the Lenders Lender with (ya) on-line access to such computer data system and or (zb) deliver to the Lenders Lender duplicate copies of the requested data in machine readable form acceptable to the Lenders Lender along with a printout or other hard copy of such data. If at any time during the AgreementBorrower shall, any on request of the Lenders establish on-line access Lender, provide to the Borrowers’ computer systems, each such Lender shall exercise such care as it exercises with respect to its own computer systems regarding the integrity and confidentiality of the Borrowers’ information therein, each such Lender shall restrict its access to those parts of the Borrowers’ computer systems that relate to the Collateral and each such Lender shall observe all reasonable security requirements relating to the Borrowers’ computer systems as such Lender is advised of by the Borrowers; provided, however, that such observance shall in no way prevent such Lender from accessing Borrower’s information. (b) The other Lenders acknowledge that MAFS has engaged DataScan Technologies LLC (the “Lenders Inspection Agent”), to perform collateral inspection and audit services for the Lenders, including, but not limited to, inspections and audits with respect to Collateral at the Borrowers’ Places of Business. MAFS agrees to furnish to each other Lender copies of location designated by Lender) the collateral inspection reports that MAFS receives from the Lenders Inspection Agent. The Borrowers agree to pay MAFS directly $12,500 per month (the “Collateral Administrative Fee”) and to reimburse MAFS for all fees paid and out-of-pocket costs incurred by MAFS in connection with the services performed by the Lenders Inspection Agent (the “Inspection Fees”). MAFS will invoice the Borrowers monthly, and the Borrowers shall pay the Collateral Administrative Fee and the Inspection Fees directly to MAFS on or before the 15th day of the month following the invoiced month. Fees payable by the Borrowers pursuant to this Section shall constitute Obligations for all purposes under the Loan Contract Debtor Documents, subject, however, to certain limitations set forth in Section 4.3 hereof. If at any time during the continuance of an Event of Default insufficient funds are received by and available to the Agent to pay fully all outstanding fees due under this Section, then each of the Lenders other than MAFS severally agrees to pay to MAFS within ten days of written demand such Lender’s Pro Rata Share of such outstanding Inspection Fees; provided, however, that the other Lenders shall not be responsible for MAFS’s Pro Rata Share of such outstanding Inspection Fees. MAFS shall provide written notice to each other Lender of the Borrowers failure to pay any fees under this Section for a period of forty-five days following the 15th day of each month. Failure by MAFS to provide such written notice shall release such other Lenders from any responsibility to pay MAFS such Lender’s Pro Rata Share of any such outstanding Inspection Fees. (c) Furthermore, the Lenders shall have the right to appoint an inspection agent (the “Additional Lenders Inspection Agent”) performing the same services and having the same responsibilities as the Lenders Inspection Agent. If the other Lenders appoint such an agent, the Borrowers agree to pay the Additional Lenders Inspection Agent directly for up to four (4) audits per year actually performed at each of the Borrowers’ applicable Places of Business. The Borrowers agree to pay the Additional Lenders Inspection Agent a Sixty-Five Dollar ($65.00) fee for each audit plus One Dollar ($1.00) for every Motor Vehicle audited during any single audit in excess of sixty (60) Motor Vehicles to cover the cost of such audits. Such audit fees shall be billed directly to the Borrowers and the Borrowers shall pay the Additional Lenders Inspection Agent for such fees independently of Section 4.3.

Inspection and Access. (a) Each Lender and its agents (including but not limited to representatives of any inspection agent appointed by any Lender) shall have the rightrights, at any time, to (i) during the Borrowers’ Borrowers usual business hours, inspect the Collateral and the premises upon which any of the Collateral is located; (ii) during the Borrowers’ Borrowers usual business hours, inspect, audit and make copies or extracts from any of the Borrowers’ Borrowers records, computer systems, files, and books of account related to the Collateralaccount; (iii) during the Borrowers’ Borrowers usual business hours, monitor the Borrowers’ Borrowers performance of its obligations with respect to this Agreement; and (iv) obtain information about the Borrowers’ Borrowers affairs and finances from any Person; and (v) verify, in the Lenders’ Lenders name or in the name of the BorrowersBorrower, the validity, amount, quality, quantity, value and condition of, or any other matter relating to, the CollateralCollateral including but not limited to verifying Contract information with Contract Debtors. Each Borrower, Borrower shall, upon the Lenders’ Lenders request from time to time, instruct its vendors, banking and other financial institutions and its accountants to make available to the Lenders Lender and discuss with the Lenders Lender such information and records as Lenders Lender may reasonably request. Each Borrower authorizes the LendersLender, if requested by a Person other than a credit reporting agency and without request if the Person is a credit credit-reporting agency, to provide that Person with information about the ObligationsIndebtedness, Collateral and such Borrower’s Borrowers performance of this Agreement. As long as there is a Pre-Default Event, and after an Event of Default has occurred, all costs, fees and expenses thereafter incurred by Lender, or for which Lender becomes obligated, in connection with any inspection, audit, monitoring, or verification shall be payable to Lender by Borrower on demand by Lender and until paid shall be part of the Loan. If any Borrower maintains or stores any data with respect to Collateral on a computer data system, any Borrower shall upon request of the Lender, at Lenders option, provide the Lenders Lender with (y) on-line access to such computer data system and (z) or deliver to the Lenders Lender duplicate copies of the requested data in machine readable form acceptable to the Lenders Lender along with a printout or other hard copy of such data. If at any time during the AgreementBorrower shall, any on request of the Lenders establish on-line access Lender, provide to the Borrowers’ computer systems, each such Lender shall exercise such care as it exercises with respect to its own computer systems regarding the integrity and confidentiality of the Borrowers’ information therein, each such Lender shall restrict its access to those parts of the Borrowers’ computer systems that relate to the Collateral and each such Lender shall observe all reasonable security requirements relating to the Borrowers’ computer systems as such Lender is advised of by the Borrowers; provided, however, that such observance shall in no way prevent such Lender from accessing Borrower’s information. (b) The other Lenders acknowledge that MAFS has engaged DataScan Technologies LLC (the “Lenders Inspection Agent”), to perform collateral inspection and audit services for the Lenders, including, but not limited to, inspections and audits with respect to Collateral at the Borrowers’ Places of Business. MAFS agrees to furnish to each other Lender copies of location designated by Lender) the collateral inspection reports that MAFS receives from the Lenders Inspection Agent. The Borrowers agree to pay MAFS directly $12,500 per month (the “Collateral Administrative Fee”) and to reimburse MAFS for all fees paid and out-of-pocket costs incurred by MAFS in connection with the services performed by the Lenders Inspection Agent (the “Inspection Fees”). MAFS will invoice the Borrowers monthly, and the Borrowers shall pay the Collateral Administrative Fee and the Inspection Fees directly to MAFS on or before the 15th day of the month following the invoiced month. Fees payable by the Borrowers pursuant to this Section shall constitute Obligations for all purposes under the Loan Contract Debtor Documents, subject, however, to certain limitations set forth in Section 4.3 hereof. If at any time during the continuance of an Event of Default insufficient funds are received by and available to the Agent to pay fully all outstanding fees due under this Section, then each of the Lenders other than MAFS severally agrees to pay to MAFS within ten days of written demand such Lender’s Pro Rata Share of such outstanding Inspection Fees; provided, however, that the other Lenders shall not be responsible for MAFS’s Pro Rata Share of such outstanding Inspection Fees. MAFS shall provide written notice to each other Lender of the Borrowers failure to pay any fees under this Section for a period of forty-five days following the 15th day of each month. Failure by MAFS to provide such written notice shall release such other Lenders from any responsibility to pay MAFS such Lender’s Pro Rata Share of any such outstanding Inspection Fees. (c) Furthermore, the Lenders shall have the right to appoint an inspection agent (the “Additional Lenders Inspection Agent”) performing the same services and having the same responsibilities as the Lenders Inspection Agent. If the other Lenders appoint such an agent, the Borrowers agree to pay the Additional Lenders Inspection Agent directly for up to four (4) audits per year actually performed at each of the Borrowers’ applicable Places of Business. The Borrowers agree to pay the Additional Lenders Inspection Agent a Sixty-Five Dollar ($65.00) fee for each audit plus One Dollar ($1.00) for every Motor Vehicle audited during any single audit in excess of sixty (60) Motor Vehicles to cover the cost of such audits. Such audit fees shall be billed directly to the Borrowers and the Borrowers shall pay the Additional Lenders Inspection Agent for such fees independently of Section 4.3.

Inspection and Access. (a) Each Lender and its agents (including but not limited to representatives of any inspection agent appointed by any Lender) shall have the right, at any time, to (i) during the Borrowers’ Borrower's usual business hours, inspect the Collateral and the premises upon which any of the Collateral is located; (ii) during the Borrowers’ Borrower's usual business hours, inspect, audit and make copies or extracts from any of the Borrowers’ Borrower's records, computer systems, files, and books of account related to the Collateralaccount; (iii) during the Borrowers’ Borrower's usual business hours, monitor the Borrowers’ Borrower's performance of its obligations with respect to this Agreement; and (iv) obtain information about the Borrowers’ Borrower's affairs and finances from any Person; and (v) verify, in the Lenders’ Lender's name or in the name of the BorrowersBorrower, the validity, amount, quality, quantity, value and condition of, or any other matter relating to, the CollateralCollateral including but not limited to verifying Contract information with Contract Debtors. Each Borrower, Borrower shall, upon the Lenders’ Lender's request from time to time, instruct its vendors, banking and other financial institutions and its accountants to make available to the Lenders Lender and discuss with the Lenders Lender such information and records as Lenders Lender may reasonably request. Each Borrower authorizes the LendersLender, if requested by a Person other than a credit reporting agency and without request if the Person is a credit reporting agency, to provide that Person with information about the ObligationsIndebtedness, Collateral and such Borrower’s 's performance of this Agreement. If any Borrower maintains or stores any data with respect to 49 Collateral on a computer data system, any Borrower shall upon request of the Lenders Lender provide the Lenders Lender with (ya) on-line access to such computer data system and or (zb) deliver to the Lenders Lender duplicate copies of the requested data in machine readable form acceptable to the Lenders Lender along with a printout or other hard copy of such data. Borrower shall, on request of Lender, provide to Lender (at the location designated by Lender) the Contract Debtor Documents. If at any time during the Agreement, any of the Lenders establish Lender establishes on-line access to the Borrowers’ Borrower's computer systemssystem, each such Lender shall exercise such care as it exercises with respect to its own computer systems regarding the integrity and confidentiality of the Borrowers’ Borrower's information therein, each such Lender shall restrict its access to those parts of the Borrowers’ computer systems that relate to the Collateral therein and each such Lender shall observe all reasonable security requirements relating to the Borrowers’ Borrower's computer systems system as such Lender is advised of by the Borrowers; providedBorrower, provided however, that such observance shall in no way prevent such Lender from accessing Borrower’s 's information. (b) The other Lenders acknowledge that MAFS has engaged DataScan Technologies LLC (the “Lenders Inspection Agent”), to perform collateral inspection and audit services for the Lenders, including, but not limited to, inspections and audits with respect to Collateral at the Borrowers’ Places of Business. MAFS agrees to furnish to each other Lender copies of the collateral inspection reports that MAFS receives from the Lenders Inspection Agent. The Borrowers agree to pay MAFS directly $12,500 per month (the “Collateral Administrative Fee”) and to reimburse MAFS for all fees paid and out-of-pocket costs incurred by MAFS in connection with the services performed by the Lenders Inspection Agent (the “Inspection Fees”). MAFS will invoice the Borrowers monthly, and the Borrowers shall pay the Collateral Administrative Fee and the Inspection Fees directly to MAFS on or before the 15th day of the month following the invoiced month. Fees payable by the Borrowers pursuant to this Section shall constitute Obligations for all purposes under the Loan Documents, subject, however, to certain limitations set forth in Section 4.3 hereof. If at any time during the continuance of an Event of Default insufficient funds are received by and available to the Agent to pay fully all outstanding fees due under this Section, then each of the Lenders other than MAFS severally agrees to pay to MAFS within ten days of written demand such Lender’s Pro Rata Share of such outstanding Inspection Fees; provided, however, that the other Lenders shall not be responsible for MAFS’s Pro Rata Share of such outstanding Inspection Fees. MAFS shall provide written notice to each other Lender of the Borrowers failure to pay any fees under this Section for a period of forty-five days following the 15th day of each month. Failure by MAFS to provide such written notice shall release such other Lenders from any responsibility to pay MAFS such Lender’s Pro Rata Share of any such outstanding Inspection Fees. (c) Furthermore, the Lenders shall have the right to appoint an inspection agent (the “Additional Lenders Inspection Agent”) performing the same services and having the same responsibilities as the Lenders Inspection Agent. If the other Lenders appoint such an agent, the Borrowers agree to pay the Additional Lenders Inspection Agent directly for up to four (4) audits per year actually performed at each of the Borrowers’ applicable Places of Business. The Borrowers agree to pay the Additional Lenders Inspection Agent a Sixty-Five Dollar ($65.00) fee for each audit plus One Dollar ($1.00) for every Motor Vehicle audited during any single audit in excess of sixty (60) Motor Vehicles to cover the cost of such audits. Such audit fees shall be billed directly to the Borrowers and the Borrowers shall pay the Additional Lenders Inspection Agent for such fees independently of Section 4.3.

Inspection and Access. (a) Each Lender and its agents (including but not limited to representatives of any inspection agent appointed by any Lender) shall have the right, at any time, to (i) during the Borrowers’ Borrower's usual business hours, inspect the Collateral and the premises upon which any of the Collateral is located; (ii) during the Borrowers’ Borrower's usual business hours, inspect, audit and make copies or extracts from any of the Borrowers’ Borrower's records, computer systems, files, and books of account related to the Collateralaccount; (iii) during the Borrowers’ Borrower's usual business hours, monitor the Borrowers’ Borrower's performance of its obligations with respect to this Agreement; and (iv) obtain information about the Borrowers’ affairs and finances from any Person; and (v) verify, in the Lenders’ Lender's name or in the name of the BorrowersBorrower, the validity, amount, quality, quantity, value and condition of, or any other matter relating to, the CollateralCollateral including but not limited to verifying Contract information with Contract Debtors. Each Borrower, Borrower shall, upon the Lenders’ Lender's request from time to time, instruct its vendors, banking and other financial institutions and its accountants to make available to the Lenders Lender and discuss with the Lenders Lender such information and records as Lenders Lender may reasonably request. Each Borrower authorizes the LendersLender, if requested by a Person other than without request, to provide to a credit reporting agency and without request if the Person is a credit reporting agency, to provide that Person with information about the ObligationsIndebtedness, Collateral and such Borrower’s 's performance of this Agreement. If any Borrower maintains or stores any data with respect to Collateral on a computer data system, any Borrower shall upon request of the Lenders Lender provide the Lenders Lender with (ya) on-line access to such computer data system and or (zb) deliver to the Lenders Lender duplicate copies of the requested data in machine readable form acceptable to the Lenders Lender along with a printout or other hard copy of such data. If at any time during the AgreementBorrower shall, any on request of the Lenders establish on-line access Lender, provide to the Borrowers’ computer systems, each such Lender shall exercise such care as it exercises with respect to its own computer systems regarding the integrity and confidentiality of the Borrowers’ information therein, each such Lender shall restrict its access to those parts of the Borrowers’ computer systems that relate to the Collateral and each such Lender shall observe all reasonable security requirements relating to the Borrowers’ computer systems as such Lender is advised of by the Borrowers; provided, however, that such observance shall in no way prevent such Lender from accessing Borrower’s information. (b) The other Lenders acknowledge that MAFS has engaged DataScan Technologies LLC (the “Lenders Inspection Agent”), to perform collateral inspection and audit services for the Lenders, including, but not limited to, inspections and audits with respect to Collateral at the Borrowers’ Places of Business. MAFS agrees to furnish to each other Lender copies of location designated by Lender) the collateral inspection reports that MAFS receives from the Lenders Inspection Agent. The Borrowers agree to pay MAFS directly $12,500 per month (the “Collateral Administrative Fee”) and to reimburse MAFS for all fees paid and out-of-pocket costs incurred by MAFS in connection with the services performed by the Lenders Inspection Agent (the “Inspection Fees”). MAFS will invoice the Borrowers monthly, and the Borrowers shall pay the Collateral Administrative Fee and the Inspection Fees directly to MAFS on or before the 15th day of the month following the invoiced month. Fees payable by the Borrowers pursuant to this Section shall constitute Obligations for all purposes under the Loan Contract Debtor Documents, subject, however, to certain limitations set forth in Section 4.3 hereof. If at any time during the continuance of an Event of Default insufficient funds are received by and available to the Agent to pay fully all outstanding fees due under this Section, then each of the Lenders other than MAFS severally agrees to pay to MAFS within ten days of written demand such Lender’s Pro Rata Share of such outstanding Inspection Fees; provided, however, that the other Lenders shall not be responsible for MAFS’s Pro Rata Share of such outstanding Inspection Fees. MAFS shall provide written notice to each other Lender of the Borrowers failure to pay any fees under this Section for a period of forty-five days following the 15th day of each month. Failure by MAFS to provide such written notice shall release such other Lenders from any responsibility to pay MAFS such Lender’s Pro Rata Share of any such outstanding Inspection Fees. (c) Furthermore, the Lenders shall have the right to appoint an inspection agent (the “Additional Lenders Inspection Agent”) performing the same services and having the same responsibilities as the Lenders Inspection Agent. If the other Lenders appoint such an agent, the Borrowers agree to pay the Additional Lenders Inspection Agent directly for up to four (4) audits per year actually performed at each of the Borrowers’ applicable Places of Business. The Borrowers agree to pay the Additional Lenders Inspection Agent a Sixty-Five Dollar ($65.00) fee for each audit plus One Dollar ($1.00) for every Motor Vehicle audited during any single audit in excess of sixty (60) Motor Vehicles to cover the cost of such audits. Such audit fees shall be billed directly to the Borrowers and the Borrowers shall pay the Additional Lenders Inspection Agent for such fees independently of Section 4.3.

Inspection and Access. (a) Each Lender and its agents (including but not limited to representatives of any inspection agent appointed by any Lender) shall have the right, at any time, to (i) during the Borrowers’ Borrower's usual business hours, inspect the Collateral and the premises upon which any of the Collateral is located; (ii) during the Borrowers’ Borrower's usual business hours, inspect, audit and make copies or extracts from any of the Borrowers’ Borrower's records, computer systems, files, and books of account related to the Collateralaccount; (iii) during the Borrowers’ Borrower's usual business hours, monitor the Borrowers’ Borrower's performance of its obligations with respect to this Agreement; and (iv) obtain information about the Borrowers’ Borrower's affairs and finances from any Person; and (v) verify, in the Lenders’ Lender's name or in the name of the BorrowersBorrower, the validity, amount, quality, quantity, value and condition of, or any other matter relating to, the CollateralCollateral including but not limited to verifying Contract information with Contract Debtors. Each Borrower, Borrower shall, upon the Lenders’ Lender's request from time to time, instruct its vendors, banking and other financial institutions and its accountants to make available to the Lenders Lender and discuss with the Lenders Lender such information and records as Lenders Lender may reasonably request. Each Borrower authorizes the LendersLender, if requested by a Person other than a credit reporting agency and without request if the Person is a credit reporting agency, to provide that Person with information about the ObligationsIndebtedness, Collateral and such Borrower’s 's performance of this Agreement. If any Borrower maintains or stores any data with respect to Collateral on a computer data system, any Borrower shall upon request of the Lenders Lender provide the Lenders Lender with (ya) on-line access to such computer data system and (zb) deliver to the Lenders Lender duplicate copies of the requested data in machine readable form acceptable to the Lenders Lender along with a printout or other hard copy of such data. If at any time during the AgreementBorrower shall, any on request of the Lenders establish on-line access Lender, provide to the Borrowers’ computer systems, each such Lender shall exercise such care as it exercises with respect to its own computer systems regarding the integrity and confidentiality of the Borrowers’ information therein, each such Lender shall restrict its access to those parts of the Borrowers’ computer systems that relate to the Collateral and each such Lender shall observe all reasonable security requirements relating to the Borrowers’ computer systems as such Lender is advised of by the Borrowers; provided, however, that such observance shall in no way prevent such Lender from accessing Borrower’s information. (b) The other Lenders acknowledge that MAFS has engaged DataScan Technologies LLC (the “Lenders Inspection Agent”), to perform collateral inspection and audit services for the Lenders, including, but not limited to, inspections and audits with respect to Collateral at the Borrowers’ Places of Business. MAFS agrees to furnish to each other Lender copies of location designated by Lender) the collateral inspection reports that MAFS receives from the Lenders Inspection Agent. The Borrowers agree to pay MAFS directly $12,500 per month (the “Collateral Administrative Fee”) and to reimburse MAFS for all fees paid and out-of-pocket costs incurred by MAFS in connection with the services performed by the Lenders Inspection Agent (the “Inspection Fees”). MAFS will invoice the Borrowers monthly, and the Borrowers shall pay the Collateral Administrative Fee and the Inspection Fees directly to MAFS on or before the 15th day of the month following the invoiced month. Fees payable by the Borrowers pursuant to this Section shall constitute Obligations for all purposes under the Loan Contract Debtor Documents, subject, however, to certain limitations set forth in Section 4.3 hereof. If at any time during the continuance of an Event of Default insufficient funds are received by and available to the Agent to pay fully all outstanding fees due under this Section, then each of the Lenders other than MAFS severally agrees to pay to MAFS within ten days of written demand such Lender’s Pro Rata Share of such outstanding Inspection Fees; provided, however, that the other Lenders shall not be responsible for MAFS’s Pro Rata Share of such outstanding Inspection Fees. MAFS shall provide written notice to each other Lender of the Borrowers failure to pay any fees under this Section for a period of forty-five days following the 15th day of each month. Failure by MAFS to provide such written notice shall release such other Lenders from any responsibility to pay MAFS such Lender’s Pro Rata Share of any such outstanding Inspection Fees. (c) Furthermore, the Lenders shall have the right to appoint an inspection agent (the “Additional Lenders Inspection Agent”) performing the same services and having the same responsibilities as the Lenders Inspection Agent. If the other Lenders appoint such an agent, the Borrowers agree to pay the Additional Lenders Inspection Agent directly for up to four (4) audits per year actually performed at each of the Borrowers’ applicable Places of Business. The Borrowers agree to pay the Additional Lenders Inspection Agent a Sixty-Five Dollar ($65.00) fee for each audit plus One Dollar ($1.00) for every Motor Vehicle audited during any single audit in excess of sixty (60) Motor Vehicles to cover the cost of such audits. Such audit fees shall be billed directly to the Borrowers and the Borrowers shall pay the Additional Lenders Inspection Agent for such fees independently of Section 4.3.

Inspection and Access. (a) Each Lender and its agents (including but not limited Purchaser shall be entitled to have representatives of Purchaser at each Hospitality Unit and the offices of the Related Businesses, at reasonable times, during normal business hours, and otherwise under reasonable circumstances, to observe and become familiar with the operations of the Hospitality Units and the Related Businesses (which shall include reasonable access to the Books and Records), provided (i) Purchaser shall give Sellers at least two (2) days prior written or oral notice in each instance Purchaser desires to send such representative(s) to any inspection agent appointed by Hospitality Unit or office of any LenderRelated Business, (ii) such representative(s) do not unreasonably or materially interfere with Hospitality Unit management or employees or any of the operations of the Hospitality Units and (iii) Sellers shall have the right, right to accompany such representative(s) at all times at any time, to (i) during such Hospitality Unit or office of any Related Business. Sellers will instruct senior management of the Borrowers’ usual business hours, inspect the Collateral Hospitality Units and the premises upon which any Related Businesses to reasonably cooperate with such representative(s). Without limiting the foregoing provisions of the Collateral is located; (ii) during the Borrowers’ usual business hoursthis subsection 6.1.1, inspect, audit and make copies or extracts from any of the Borrowers’ records, computer systems, files, and books of account related to the Collateral; (iii) during the Borrowers’ usual business hours, monitor the Borrowers’ performance of its obligations with respect to this Agreement; and (iv) obtain information about the Borrowers’ affairs and finances from any Person; and (v) verify, in the Lenders’ name or in the name of the Borrowers, the validity, amount, quality, quantity, value and condition of, or any other matter relating to, the Collateral. Each Borrower, Sellers shall, upon the Lenders’ request from time to timeof Purchaser, instruct its vendors, banking and other financial institutions and its accountants to make available to the Lenders Purchaser, and discuss with the Lenders such information Purchaser's authorized representatives and records as Lenders may reasonably request. Each Borrower authorizes the Lendersemployees, if requested by a Person all records, tax returns, accounts, employee information, surveys, plans, engineering studies and other than a credit reporting agency and without request if the Person is a credit reporting agency, to provide that Person with information about the Obligations, Collateral and such Borrower’s performance of this Agreement. If any Borrower maintains or stores any data with respect to Collateral on a computer data system, any Borrower shall upon request of the Lenders provide the Lenders with (y) on-line access to such computer data system and (z) deliver to the Lenders duplicate copies of the requested data in machine readable form acceptable to the Lenders along with a printout or other hard copy of such data. If at any time during the Agreement, any of the Lenders establish on-line access to the Borrowers’ computer systems, each such Lender shall exercise such care as it exercises with respect to its own computer systems regarding the integrity and confidentiality of the Borrowers’ information therein, each such Lender shall restrict its access to those parts of the Borrowers’ computer systems that relate to the Collateral and each such Lender shall observe all reasonable security requirements files relating to the Borrowers’ computer systems Assets which are in the possession of Sellers and shall on the Closing Date deliver the same, as such Lender is advised of may be directed by the Borrowers; provided, however, that such observance shall in no way prevent such Lender from accessing Borrower’s informationPurchaser. (b) The other Lenders acknowledge that MAFS has engaged DataScan Technologies LLC (the “Lenders Inspection Agent”Sellers will allow an independent appraiser and/or engineer(s) and/or environmental consultant(s) and/or land surveyor(s), selected and paid for by Purchaser and by Purchaser's lender which is providing financing to perform collateral inspection and audit services Purchaser for the Lenderspurchases contemplated hereby, includingaccess to the Hospitality Units at reasonable times, but during normal business hours and otherwise under reasonable circumstances, in order to conduct a review of the Assets (which review shall be physically non-intrusive), provided (i)Purchaser shall give Sellers at least two (2) days prior written notice in each instance Purchaser desires or is required to send such appraiser(s) and/or engineer(s) and/or environmental consultant(s) and/or land surveyor(s) to the Hospitality Units, (ii)such appraiser and/or engineer(s) and/or environmental consultant(s) and/or land surveyor(s) do not limited to, inspections interfere with Hospitality Unit management or employees or any of the operations of the Hospitality Unit and audits with respect (iii)Sellers shall have the right to Collateral accompany such appraiser and/or engineer(s) and/or environmental consultant(s) at all times at the Borrowers’ Places of Business. MAFS agrees to furnish to each other Lender copies of the collateral inspection reports that MAFS receives from the Lenders Inspection Agent. The Borrowers agree to pay MAFS directly $12,500 per month (the “Collateral Administrative Fee”) and to reimburse MAFS for all fees paid and out-of-pocket costs incurred by MAFS in connection with the services performed by the Lenders Inspection Agent (the “Inspection Fees”). MAFS will invoice the Borrowers monthly, and the Borrowers shall pay the Collateral Administrative Fee and the Inspection Fees directly to MAFS on or before the 15th day of the month following the invoiced month. Fees payable by the Borrowers pursuant to this Section shall constitute Obligations for all purposes under the Loan Documents, subject, however, to certain limitations set forth in Section 4.3 hereof. If at any time during the continuance of an Event of Default insufficient funds are received by and available to the Agent to pay fully all outstanding fees due under this Section, then each of the Lenders other than MAFS severally agrees to pay to MAFS within ten days of written demand such Lender’s Pro Rata Share of such outstanding Inspection Fees; provided, however, that the other Lenders shall not be responsible for MAFS’s Pro Rata Share of such outstanding Inspection Fees. MAFS shall provide written notice to each other Lender of the Borrowers failure to pay any fees under this Section for a period of forty-five days following the 15th day of each month. Failure by MAFS to provide such written notice shall release such other Lenders from any responsibility to pay MAFS such Lender’s Pro Rata Share of any such outstanding Inspection FeesHospitality Unit. (c) FurthermoreWithout limiting the terms of this subsection 6.1.1, the Lenders Purchaser shall have the right to appoint an inspection agent (the “Additional Lenders Inspection Agent”) performing the same services i)inspect records, reports, permits, applications, monitoring results, studies, correspondence, data and having the same responsibilities as the Lenders Inspection Agent. If the any other Lenders appoint such an agentinformation or documents relevant to environmental, health and safety matters affecting Sellers, the Borrowers agree to pay Related Businesses, and/or the Additional Lenders Inspection Agent directly for up to four Hospitality Units, (4) audits per year actually performed at each ii)inspect the Hospitality Units and the Related Businesses, including, without limitation (A)perform Phase I environmental site assessments, and (B)conduct tests of the Borrowers’ applicable Places soil and groundwater at, in, on, beneath or about the Hospitality Units as may be recommended by an environmental consultant engaged by Purchaser; provided that in the case of Business. The Borrowers agree to pay the Additional Lenders Inspection Agent a Sixty-Five Dollar ($65.00) fee for each audit plus One Dollar ($1.00) for every Motor Vehicle audited during any single audit in excess of sixty (60) Motor Vehicles to cover the cost of clause(B), such audits. Such audit fees tests and inspections shall be billed directly to conducted in the Borrowers and the Borrowers shall pay the Additional Lenders Inspection Agent for such fees independently manner set forth in clauses (i) - (iii) of Section 4.3paragraph (b) above.