GE Approved Riggers:

North Carolina:
Pro-Pac International 704.504.3003
Southern Industrial 919.782.4600

Vermont:
Classen`s Crane Service (Mike) 800.606.9721 / 802.249.0309
William Meyer Inc. (Kevin) 203.820.3507 / 866.204.5260
Northeast Riggers (Bob) 802.885.4596

Ohio:
Fenton Rigging 513.631.5500
Midway Machinery Movers (Laurie) 616.916.6479
Hensley Industries 513.769.6666
Patriot Industrial 513.561.3324
A&A Machinery (Nick) 215.428.1100
United Group Services 513.874.2004

T E R M S O F S A L E
By attending and/or participating in this sale event, each
potential Buyer shall be deemed to have fully read,
acknowledged and agreed to be bound by the Terms and
Conditions set forth herein and in all attendant documents
(collectively, the “Transaction Documents”):

1. BUYER INFORMATION: Each potential Buyer represents,
warrants and certifies that it has provided (i) its full and
accurate legal name and business address, and the full and
accurate legal name and address of Buyer’s representative(s)
attending and/or participating in the sale event of the
Property, and (ii) the citizenship status of Buyer and its
representative(s) and any foreign interest of Buyer or its
representative(s).

2. PROPERTY INFORMATION. Any available information
relating to the Property condition and other information
from any available survey and/or inspection report is being
provided free of charge by third parties unrelated to any of
the Seller Parties. (Seller Parties shall mean Seller, and
its affiliates and their respective officers, directors,
employees, agents and representatives.) Seller Parties have
no responsibility and make no representation or warranty of
any kind with respect to such Property information, survey
and/or inspection report. Any usage and/or reliance on any
such Property information, survey and/or inspection report
shall be at Buyer’s sole risk. Any specifications supplied
are preliminary and not provided for the purpose of
determining suitability or fitness and are subject to
Buyer’s confirmation.

3. GENERAL TERMS OF SALE: For immediate acceptance,
subject to prior sale or other disposition, and change
without notice. Proposals and acceptances of orders by a
potential Buyer are made with the mutual understanding that
orders are not subject to cancellation. Sale and delivery
date is approximate only, and contingent upon delays or
nonperformance occasioned by strikes, accidents, fires, Acts
of God, government restrictions (including the denial or
cancellation of any export or other necessary license),
wars, insurrections and/or any other cause beyond the
control of the Seller.

4. RESERVATION OF RIGHTS BY SELLER: Seller reserves
and has the right to (i) accept or refuse any and all bids
and offers for any reason, (ii) withdraw from sale any of
the Property listed or to sell at any sale property not
listed, (iii) group one or more lots into one or more
selling lots or to subdivide into two or more selling lots,
(iv) whenever the best interest of Seller will be served, to
sell all the property listed, in bulk, and (v) add other
terms and conditions of sale, such additional terms and
conditions to be announced prior to the sale.
Notwithstanding anything to the contrary contained in any of
the Transaction Documents, Seller shall not be required to
effectuate any sale of Property if prohibited under
applicable law, rule, order, or regulation, or if the
proposed Buyer or Buyer’s funding source is on any
government watchlist, including but not limited to any of
the following lists published by the U.S. Government: (a)
Department of Commerce Denied Persons List; (b) Department
of Commerce Entity List; (c) Department of Treasury
Specially Designated Nationals and Blocked Persons List; (d)
Department of State Proliferation List; or (e) Department of
State Arms Export Control Debarment List. Nothing herein
shall be construed as (i) an approval or commitment of sale
by Seller to any person; and all transactions are subject to
product availability, final investment and compliance
approval by Seller and the execution of the Transaction
Documents in form satisfactory to Seller; or (ii) any
guarantee or promise of pricing terms or availability
thereof which may fluctuate or cease to be available
depending on any change in the industry and market
conditions; or (iii) constituting the creation of an agency,
partnership, joint venture, fiduciary or similar
relationship between Seller and any person; (iv)
constituting business, financial, tax, accounting or legal
advice, and Buyer should consult its own professional
advisers for any such advice; or (v) a representation or
warranty, express or implied, of any kind by any Seller
Party, and Buyer expressly and specifically waives and
disclaims and confirms that it has not relied and is not
relying on any representation or warranty, express or
implied, of any kind by any Seller Party.

5. COMPLIANCE WITH LAWS. Buyer shall comply with all
U.S. export control laws and regulations. The Property sold
under the Transaction Documents may be subject to the
provisions of Export Administration Act of 1979 and the
Export Administration Regulations promulgated thereunder,
the Arms Export Control Act and the International Traffic in
Arms Regulations, and the sanctions laws administered by the
Office of Foreign Assets Control. Buyer acknowledges that
these statues and regulations impose restrictions on import,
export and transfer to third countries of commodities and
related data, and that licenses from the U.S. Department of
Commerce or U.S. Department of State may be required before
such commodities or data can be transferred, and that such
licenses may impose further restrictions on use and further
transfer of such commodities and data. Buyer agrees (i) to
notify Seller prior to any transfer of Property (including
goods, commodities or data) purchased under the Transaction
Documents to any parties outside of the United States, (ii)
to provide an end-use certificate and a certification that
the Property (including goods, commodities and data)
purchased under the Transaction Documents will not be
transferred to any end-user or for any end-use that is
prohibited by U. S. law, (iii) to provide proof of any
required U. S. Automated Export System (AES) filing prior to
export of any Property (including goods, commodities or
data) purchased under the Transaction Documents, and (iv)
that Seller reserves the right to cancel any sale at any
time in the event it determines, in its sole discretion,
that any transaction arising out of the Transaction
Documents does or may violate applicable U.S. export control
or similar laws.

Buyer hereby represents, warrants and certifies to Seller of
the following and upon Seller’s request, Buyer shall provide
a separate signed certification of the following with
respect to each Property that Buyer acquires from Seller:
(a) Buyer will comply with United States or any other
applicable export laws and regulations for the export,
re0export, and/or transfer of the Property; (b) the Property
will not be used or sold to a third party for use in
nuclear, biological or chemical weapons, or missiles capable
of delivering these weapons; and (c) the Property is not
intended for use by sanctioned by the United States
Government or by a destination subject to a United States
comprehensive embargo.

6. BUYER DEPOSIT: If Seller accepts a potential
Buyer’s offer, in consideration of Seller’s agreement to
hold the Property available for such Buyer’s purchase for a
period of 14 days commencing from the date of Seller’s
acceptance of such Buyer’s offer (the “Target Closing
Date”), such Buyer agrees to pay Seller within 24 hours of
Seller’s acceptance of such Buyer’s offer a non-refundable
down payment towards the purchase price in an amount equal
to 25% of the offer price accepted by Seller (“Deposit”);
and such Buyer agrees with Seller that (i) the Deposit will
be credited towards the purchase price if the sale and
purchase of the Property between Seller and Buyer is
consummated on or before the Target Closing Date and the
Deposit will be retained by the Seller if Buyer does not
proceed with such transaction by the Target Closing Date;
(ii) the Deposit is not refundable and shall be retained by
Seller as liquidated damages except in the event that,
Seller does not proceed with the sale of the Property to
Buyer at no fault of Buyer or otherwise caused by Buyer;
(iii) the Deposit will not accrue interest and Seller will
have no obligation to pay any interest thereon; and (iv)
Seller may commingle the Deposit with its general or other
funds, and Seller will not hold any such funds as agent or
in trust for Buyer or any other person or in any similar
fiduciary capacity.

7. TIME AND MANNER OF PAYMENT: Each sale shall be
contingent upon Buyer’s full compliance with all of the
terms and conditions set forth in the Transaction Documents.
Payment of purchase price in full by Buyer to Seller within
the time required by Seller is required prior to Buyer’s
removal and shipment of the Property. All payments shall be
made to Seller in U.S. dollars by wire transfer or certified
check. Purchase price for the Property does not include (a)
any applicable taxes (including sales, use, transfer,
property and other applicable taxes, whether assessed to
Buyer or Seller, but excluding any taxes based on or
measured by Seller’s income), or (b) any cost of
professional services, installation, insurance, distribution
charges, shipping, exportation, importation or any other
cost whatsoever relating to the Property or re-titling
and/or re-registration of the Property or Uniform Commercial
Code filings; and Buyer shall be responsible for all such
amounts set forth in this clause.

8. REMOVAL, RE-TITLING AND RE-REGISTRATION OF PROPERTY:
Property sold to Buyer must be removed from the facility
within 14 days from date of sale. Any and all de-
installation, removal, transportation and re-installation of
Property shall be at the sole expense, risk and liability of
the Buyer. Seller shall not be responsible for Property
sold but not removed within the time allowed, but shall have
the option to remove and store at the sole expense and risk
of the Buyer any Property sold whether or not paid for.
With respect to Property that is a titled asset, Buyer shall
ensure re-titling and re-registration of such Property in
the ownership of the new owner within 60 days of the date of
sale or such shorter period as required by applicable law
and at Seller’s request, provide Seller with sufficient
evidence of such re-titling and re-registration.

9. AS IS WHERE IS SALE: EXCEPT AS EXPRESSLY SET FORTH
IN THE TRANSACTION DOCUMENTS, THE PROPERTY IS BEING SOLD AND
DELIVERED BY SELLER TO BUYER AND PURCHASED AND ACCEPTED BY
BUYER “AS IS” AND “WHERE IS”, WITH ALL FAULTS, WITHOUT ANY
WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER,
INCLUDING WITHOUT LIMITATION, THE CONDITION OF THE PROPERTY,
ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR
PURPOSE, except that the title to Property is free and clear
of all liens or encumbrances of any person or entity
claiming by, through or under Seller. SELLER MAKES NO,
AND EXPRESSLY AND SPECIFICALLY DISCLAIMS (AND BUYER
EXPRESSLY AND SPECIFICALLY WAIVES AND DISCLAIMS AND CONFIRMS
THAT IT HAS NOT RELIED AND IS NOT RELYING ON) ANY,
REPRESENTATION, GUARANTEE, COVENANT, CONDITION OR WARRANTY
OF ANY KIND RELATING TO THE PROPERTY, INCLUDING BUT NOT
LIMITED TO THE CONDITION OR LIEN STATUS OF THE PROPERTY
(WHETHER OR NOT DISCOVERABLE), WHETHER EXPRESS OR IMPLIED,
ORAL OR WRITTEN, ARISING BY LAW OR OTHERWISE, IN CONTRACT OR
IN TORT, INCLUDING WITHOUT LIMITATION, WARRANTIES WITH
RESPECT TO THE PROPERTY’S MERCHANTABILITY, QUALITY, FITNESS
FOR ANY PARTICULAR USE, PURPOSE, DESIGN, CONDITION, VALUE,
QUALITY, DURABILITY, OR AS TO THE ABSENCE OF LATENT,
INHERENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE) OR
AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, DESIGN,
COPYRIGHT OR OTHER PROPRIETARY RIGHT OR THOSE ARISING BY
STATUTE OR OTHERWISE IN LAW FROM THE COURSE OF DEALING OR
USAGE OF TRADE. BUYER ACKNOWLEDGES THAT THE PROPERTY SOLD
HEREUNDER MAY BE USED. BUYER AGREES AND ACKNOWLEDGES THAT
IN NO EVENT SHALL ANY SELLER PARTY BE LIABLE FOR INJURIES TO
PERSONS OR PROPERTIES, FOR LOSS OF USE, REVENUES OR PROFIT
WITH RESPECT TO THE PROPERTY OR ANY LIABILITY OF BUYER FOR
ANY DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. PROPERTY
PURCHASED MAY NOT INCORPORATE APPROVED ACTIVATING
MECHANISMS, OPERATING SAFETY DEVICES OR SAFETY GUARDS, AS
REQUIRED BY OSHA OR OTHERWISE. IT IS BUYER’S SOLE
RESPONSIBILITY THAT PROPERTY PURCHASED BE SO EQUIPPED AND
SAFEGUARDED TO MEET OSHA AND ANY OTHER REQUIREMENTS BEFORE
PLACING SUCH PROPERTY INTO OPERATION. ALL SALES OF
AVAILABLE PROPERTY WILL BE FOR COMMERCIAL USE ONLY AND NOT
FOR ANY PERSONAL, FAMILY OR HOUSEHOLD USE. NO AGREEMENT
ALTERING OR EXTENDING SELLER’S LIABILITY FOR WARRANTIES
SHALL BE BINDING UPON SELLER UNLESS IN WRITING AND EXECUTED
BY A DULY AUTHORIZED OFFICER OR REPRESENTATIVE OF SELLER.

10. BUYER DEFAULT: In the event of default by Buyer of
any of the terms set forth in the Transaction Documents,
Seller may, in addition to all other remedies under law or
in equity, may retain all monies received as Deposit or
otherwise, as liquidated damages. Property not paid for and
removed within the time allowed herein may be resold at
public or private sale without further notice, and any
deficiency, together with all expenses and charges of re-
sale, will be charged to the defaulted Buyer. If at any
time prior to payment in full, Buyer files a petition in
bankruptcy or for other similar protection from creditors,
or an involuntary petition in bankruptcy or other similar
proceeding is filed against purchaser, then, at the option
of the auctioneer, the sale may be voided by Seller at its
option. The record of sale kept by Seller and its
bookkeeper will be taken as final in the event of any
dispute raised by Buyer.

11. INDEMNIFICATION: Buyer agrees to be responsible
for, and agrees to indemnify, save and hold harmless Seller
Parties from and against any and all liabilities,
obligations, losses, damages, penalties, claims, actions and
suits resulting therefrom and imposed upon, incurred by or
asserted as a consequence of: (i) taxes, license fees, other
fees and assessments of any kind or nature assessed or
imposed by any domestic or foreign governmental entity or
taxing authority; (ii) the sale of the Property to, the
removal, delivery, transportation, shipping, exportation,
importation, ownership, possession, operation or use of the
Property by, Buyer, or the condition or use of the Property
purchased or failure of Buyer to follow instructions,
warnings or recommendations of the manufacturer, or to
comply with federal, state and local laws applicable to such
Property, including OSHA requirements, or for proximate or
consequential damages, costs or legal expenses arising
therefrom; and (iii) persons attending during exhibition,
sale or removal of Property, or any defect in or condition
of the premises on which the sale of Property is held.

12. GOVERNING LAW; WAIVER OF JURY TRIAL. The execution,
interpretation and performance of the Transaction Documents
shall be governed by, and construed in accordance with, the
laws of the State of New York (without regard to its
conflicts of law provisions). BUYER WAIVES THE RIGHT TO A
JURY TRIAL IN ANY DISPUTE OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THE
TRANSACTION DOCUMENTS, ANY OF THE RELATED DOCUMENTS, ANY
DEALINGS BETWEEN ANY SELLER PARTY AND BUYER RELATING TO THE
SUBJECT MATTER HEREOF OR THEREOF, AND/OR THE RELATIONSHIP
THAT IS BEING ESTABLISHED BETWEEN SELLER AND BUYER.

13. MISCELLANEOUS. This Transaction Documents may not
be assigned by either party without the prior written
consent of the other and shall inure to the benefit of and
be binding upon the parties and their respective successors
and permitted assigns. Nothing in the Transaction
Documents, express or implied, is intended to confer upon
any person, other than the parties hereto, and their
respective successors and permitted assigns, any rights,
remedies, obligations or liabilities under or by any reason
of the Transaction Documents. This Transaction Documents
shall constitute the entire agreement of the parties with
respect to the subject matter hereof. No amendments or
modifications to the Transaction Document shall be valid
unless in writing and signed by both parties hereto. The
covenants and agreements expressed in the Transaction
Documents shall be severable, and the invalidity, now or in
the future, of any covenants recited herein shall not affect
the validity of the remaining covenants and agreements.
Each Transaction Document may be executed in multiple
originals and multiple counterparts on different dates and
in different places, but which when taken together shall
constitute one binding and effective agreement. The
waivers, indemnities, representations and warranties set
forth in the Transaction Documents shall survive the
consummation of the transaction contemplated in the
Transaction Documents. Each of the parties shall be
responsible for its own costs and expenses incurred in
connection with the transactions contemplated by the
Transaction Documents.