TERMS & CONDITIONS OF SECURED PARTY'S SALE BY PUBLIC AUCTION 11-202 RE: SPROWL BUILDING COMPONENTS, INC.

, 22 MAIN ST., N., SEARSMONT, ME THURSDAY, SEPTEMBER 22, 2011 AT 10AM TERMS: Cash or Check in Certified US Funds, Out-of-state Checks with bank letter of guarantee. 10% Buyer's Premium. Please make all checks payable to Keenan Auction Company. Complete payment is due day of sale. No exceptions. Everything sold for immediate removal after completion of auction. Bidding and acknowledgment will be by number only. Please register with the Clerk. Once you become a winning bidder, title passes (UCC) and you are responsible for your own merchandise. Please watch your merchandise after you have become the winning bidder. Auctioneer and Seller are not responsible for lost or stolen items. No items may be transferred from one bidder to another; neither prior to nor after payment has been made. MOTOR VEHICLE DOCUMENT FEE: Buyer will pay a $35 document processing fee, at time of settlement, for motor vehicles & trailers purchased. TITLED VEHICLES: Titles will be mailed by certified mail on October 7, 2011. SALES TAX: 5% Maine sales tax on all items. Dealers or exempt agencies must provide us with a copy of their State issued resale certificate with the clerk at time of registration. Out-of-state residents are subject to Maine sales tax. REMOVAL OF MERCHANDISE: Day of sale until 4PM and Friday, September 23rd, Monday, September 26th, and Tuesday, September 27, 2011 from 8am - 4pm. All Items must be removed by Tuesday, September 27th by 4pm. If additional time is required beyond September 27th, arrangements must be made with the auctioneer. DISCONNECTS: Purchaser is responsible for disconnecting any items purchased. These disconnects are to be performed within the guidelines of industry-accepted standards and are to be performed by a qualified person. Any disconnects will be conducted in observance of current guidelines, statues, laws, and policies of the federal, state, and local agencies and/or other governing parties. Auctioneer has no responsibility for personal injury or property damage resulting from any electrical hazards. Oil & coolant removal from any equipment will be the responsibility of the purchaser. RIGGERS: Riggers conducting business at the auction sites must provide a certificate of insurance stating coverage of a minimum of $1,000,000.00 General liability insurance prior to beginning removal. It is the purchasers responsibility to provide to the auctioneer the proof of liability insurance. Additional insured may be required on the certificate of insurance. TORCHES: Cutting permits will be issued prior to the use of any cutting torches. A fire watch must wet down the cutting area prior to, during and after cutting. Purchaser must provide their own fire watch for cutting purposes and the cutting area must be checked several times before leaving the area to make sure there are no hot spots. WARRANTIES: While descriptions are believed to be correct, the Auctioneer and the Seller make no warranties or guarantees, expressed or implied as to the genuineness, authenticity of, or defects in any lot, and will not be held responsible for advertising discrepancies or inaccuracies. Purchaser acknowledges that purchaser has had the opportunity to inspect the lots and that everything is sold on an "AS IS", "WHERE IS" basis except as expressly made in writing. No warranties are made as to the merchantability of any item or their fitness for any purpose. Auctioneer and Seller do not guarantee the accuracy or completeness of the information contained in the catalog or web page advertising. Purchasers should verify and inspect desired items prior to bidding. Bidder will be held responsible for any damage they may create to the property, other items at the sale, or parties during the removal process. The bidder, whether acting as principal, agent, officer or director of a company or otherwise, in any capacity whatsoever, and the company he represents, both jointly and severally agrees to indemnify and save harmless Auctioneer and its employees, agents, attorneys and its consignors, from any and all actions, causes of action, suits, damages, costs, and losses of any nature, including injury and death, arising from the purchase or use of any items, or the attendance or participation of bidder, his/her agents or employees, at the auction and/or on the auction site whether before, during, or after the auction. If any dispute arises between two or more bidders, the Auctioneer at his sole option may put up the lot again for sale at once and resell to the highest bidder. The Auctioneer reserves the right to bid and to reject any and all bids including any bid, which is only a fractional advance over the preceding bid. The Auctioneer reserves the right to group one or more lots into one or more selling lots and to add to or delete from lots at Auctioneer's sole discretion. Absentee bids will not be accepted. In the event the Purchaser fails to pay the whole of the purchase price within the time set forth by the Seller, and/or fails to comply with any of the Terms and Conditions of Sale, the Seller may retain and/or recover the deposit specified as liquidated damages, and in addition thereto, can be resold at public or private sale without further notice. Any deficiency resulting from such resale shall be paid to the Seller by such resale and enforcement of the obligation there under. Buyer agrees to pay any and all charges and expenses incurred by reason of any breach of the Terms and Conditions of Sale, including without limitation reasonable attorney's fees. PLEASE NOTE: You have signed a written binding contract agreeing to the Terms and Conditions of Sale, and understand that any bid you make falls under the Maine Auction Law, Title II, Section 2-328 of the Uniform Commercial Code, and the Statute of Frauds. Maine auctions are under the jurisdiction of the State of Maine Department of Professional and Financial Regulations, Board of Licensure of Auctioneers, 35 State House Station, Augusta, Maine 04330. If you do not agree with the Terms and Conditions of the Sale, please do not bid.

Keenan Auction Company

AUCTIONEERS - APPRAISERS ONE RUNWAY ROAD SOUTH PORTLAND, MAINE 04106 TEL: 207.885.5100 FAX: 207.885.5877 ME AUCTIONEERS LIC# 236

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