TERMS AND CONDITIONS OF SALE
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 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.

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 Seller or any
of its affiliates, 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 Seller or any of its affiliates.

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.

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 SELLER 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 and its
affiliates and their respective officers, directors,
employees, agents and representatives (collectively, “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 SELLER 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.

NOTICE: All Bidders and other
persons attending this sale
agree that they have read and
have full knowledge of these
terms and agree to be bound
thereby.