Creekside Sealed Bid Additional Terms

a.            Any sale of the Collateral shall be subject to the following basic terms, which shall be disclosed/advertised to potential purchasers prior to the sale:

i.      Sale is a Bank’s foreclosure sale of assets.  Although BidMed is acting as the Bank’s independent contractor to facilitate the sale, BidMed does not have authority to alter the terms and conditions of the sale on behalf of the Bank.

ii.      Sale is on an “as-is” and “where-is” basis, with no warranty of any kind and subject to the further disclaimers below.

iii.      Upon taking possession, Buyer is responsible for all risk of loss of any purchased Collateral and Bank shall have no duties or obligations to Buyer whatsoever with respect to the purchased Collateral.  Buyer shall arrange for pickup or transportation of the purchased Collateral from Bank’s facility located in Denver, Colorado within five (5) business days of the sale.  Buyer is solely responsible for all costs for rigging, removal, and transportation of any purchased Collateral.  Buyer shall cooperate with Bank’s representatives to schedule any removal and transportation.  If the purchased Collateral is not removed from Bank’s facility within five business days of the sale, Bank may immediately re-sell or dispose of the purchased Collateral.

iv.      Sale is subject to the Bank’s prior notice of the public sale pursuant to the requirements of Article 9 of the Uniform Commercial Code as adopted in the State of Colorado.  Such sale may be postponed or canceled by Bank for any reason.

v.      Each sale of any of the Collateral must be approved by the Bank and any Collateral sold shall be conveyed to the buyer by a UCC bill of sale/transfer statement in a form approved and executed by the Bank.

vi.      Bank may accept backup bids and may “credit bid” any portion of its outstanding unpaid balance.

vii.      Bank has assumed no obligations or duties whatsoever with respect to the Collateral.  Buyer shall pay all sales, use, excise, stamp, documentary, filing, recording, transfer or similar fees or taxes or governmental charges, as levied by any taxing authority or governmental agency in connection with the transfer of the Collateral, if any.

viii.      Any sale is subject to the right of any obligor or junior lienholder to redeem the Collateral prior to the sale.

ix.      Bank disclaims the making of any covenants, representations, or warranties, express or implied, regarding the Collateral or matters affecting or associated with the Collateral, including, without limitation, the physical or operational condition of, dimensions, number of operating hours or scans, availability of software licenses or currency of software, accuracy, faults or servicing condition, or parts that may or may not be associated with the Collateral; the contents of, attachments to, or capabilities of the Collateral; the physical, software, licensing, or other requirements for operating the Collateral; the value of the Collateral; or the compliance of the Collateral with any laws, regulations, or orders.  There is no warranty relating to title, quiet enjoyment, or the like in this sale.  Bank makes no warranty, express or implied, with respect to the Collateral and, in any event, expressly disclaims any warranty of merchantability or fitness.  Buyer acknowledges and agrees that it is a sophisticated entity capable of evaluating the Collateral and merits and risks of purchasing the Collateral, and Buyer is relying upon its own knowledge of the physical, software, environmental, economic, and legal condition of the Collateral.  The Collateral is sold on an “AS IS” and “WHERE IS” condition as of the date of sale.  Bank shall have no obligation to account for, locate, or return or restore any parts, and shall have no obligation to repair, improve, make operational, modify, update licenses, move or transport the Collateral before or after the sale, nor to handle, treat, remediate, store, or dispose of any emissions, substances or wastes associated with the Collateral.  Bank shall have no liability for any subsequently discovered conditions or defects, whether latent or patent, of or relating to the Collateral.