SELLER TERMS AND CONDITIONS

The following terms and conditions (the "Terms") apply to a live auction agreement between you and Pacific Coast Equipment House (each a "Sales Agreement", collectively with the Terms, the "Agreement") and are in addition to the terms and conditions set out in the Sales Agreement. These Terms are separated into four sections as follows:

• Terms and Conditions applicable to both Live Auction Events and Online Marketplaces
• Terms and Conditions Applicable to Only Live Auction Events
• Terms and Conditions Applicable to Only Online Marketplaces
• General Fees for Equipment

Please ensure you review each and every section relevant to your Agreement. Unless otherwise defined in these Terms, capitalized words have the meanings provided in the Sales Agreement.

A. TERMS AND CONDITIONS APPLICABLE TO BOTH LIVE AUCTION EVENTS AND ONLINE MARKETPLACES

1. Contracting Party, Notice, Governing Law. Unless otherwise indicated in the Sales Agreement, the applicable Pacific Coast Equipment House contracting entity, notice address, governing law/venue, and currency will depend on the location of Equipment at the time of sale, and shall be as set forth in the table below. Any notice sent shall be sent to the attention of Legal Affairs at the notice address for the applicable Pacific Coast Equipment House contracting entity set out below with a copy to customerservice@pcequipmenthouse.com.

Any legal action brought by the Seller arising from or relating to this Agreement shall be litigated exclusively in the jurisdiction of the applicable Pacific Coast Equipment House contracting entity set out in the table below and the parties irrevocably attorn to such jurisdiction for the resolution of such disputes. Any legal action brought by Pacific Coast Equipment House arising from or relating to this Agreement shall be litigated exclusively in the jurisdiction of the applicable Pacific Coast Equipment House contracting entity set out in the table below or, at the sole discretion of such Pacific Coast Equipment House contracting entity, any jurisdiction in which the Seller maintains a place of business, assets or an agent for the service of process, and the parties irrevocably attorn to such jurisdiction for the resolution of such disputes. In the event that the below table provides for more than one jurisdiction applicable to the Sales Agreement, Pacific Coast Equipment House may elect which of the applicable jurisdictions applies to any legal action brought by Pacific Coast Equipment House. Where applicable, the parties irrevocably waive the right to demand a trial by jury in any dispute arising from or relating to this Agreement.

2.Limitation Period. YOU AGREE THAT ANY CLAIM YOU BRING ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE COMMENCED WITHIN SIX MONTHS AFTER THE DISPUTE AROSE, AND IF NOT COMMENCED TIMELY SHALL BE PERMANENTLY BARRED.

2.Improperly Filed Legal Disputes. Any claims by Seller that are filed or brought contrary to this Agreement shall be improperly filed and of no force and effect.

3.Creation of Lien. In addition to any other rights or remedies available to Pacific Coast Equipment House, this Agreement creates a lien and charge upon the Equipment and may be registered under any applicable personal property security legislation as may be in effect from time to time and entitles Pacific Coast Equipment House to seize and retain possession of the Equipment as security for, and to sell the Equipment to recover, all sums owing hereunder.

4.Seller's Representations and Warranties. The Seller represents and warrants that: (a) the Equipment is, and on the date of sale will be, owned by the Seller free and clear of any and all registered and unregistered liens, security interests, tax or duty obligations or other encumbrances or contrary claims whatsoever ("Encumbrances"), except as set out in the applicable Schedule A of the Sales Agreement; (b) the Equipment is in good operating condition, free of material defects, except as disclosed to Pacific Coast Equipment House on the applicable Schedule; (c) the Seller is solvent and has not made, nor is it aware of, any assignment, proposal or other proceeding for the benefit of its creditors; (d) the description of the Equipment shall be accurately set forth on the applicable Schedule, and in the case of all motor vehicle Equipment, such Equipment has never been re-built, salvaged or glidered except as disclosed to Pacific Coast Equipment House; (e) all odometer and hour meters on the Equipment reflect actual mileage or usage unless otherwise disclosed to Pacific Coast Equipment House on the applicable Schedule of the Sales Agreement; (f) the offering for sale, advertising or selling of the Equipment will not contravene or infringe upon any patent, copyright, trademark, agreement or similar right of any third party; (g) the Equipment has not been modified or tampered with in any manner that would be contrary to applicable legislation or misleading to a potential buyer, including, but not limited to, tampering with emission control devices; (h) the Equipment has not been fraudulently obtained, is not stolen or counterfeit; and (i) the Seller and its signatories are duly authorized to enter into this Agreement and to complete and deliver all Schedules that are delivered to Pacific Coast Equipment House.

5.Repayment of Deficiency. If your net proceeds from the sale of Equipment are insufficient to discharge creditor claims, including any per diem interest and other creditor fees, and costs associated with any appraisals and documentation fees (as applicable) on the Equipment, you are fully responsible for paying the outstanding debt balance to Pacific Coast Equipment House immediately upon demand by Pacific Coast Equipment House.

6.Transaction Fee. You acknowledge that Pacific Coast Equipment House may charge buyers ("Buyers") a transaction fee based on the selling price of each lot.

7.No Buybacks or Price Manipulation. You shall not bid or make an offer, directly or indirectly, nor allow any other person to bid or make an offer on your behalf, by agency or otherwise, on the Equipment or any part thereof. In the event of price manipulation or a buyback, Pacific Coast Equipment House may, at its option: (a) ban you from future use of the participation at a Live Auction Event; (b) cancel any involved transactions); and (c) charge you a Buyback Charge set out in Section D.

8.Additional Services. You may request any of the services outlined in Section D in association with the sale of Equipment and you agree to pay all fees due for services completed. The cost of the services will be deducted from amounts otherwise due to Seller when available. Otherwise, service fees will be invoiced directly to Seller.

9.Right of Set-Off. Pacific Coast Equipment House may, in its discretion, apply any proceeds from the sale of the Equipment towards any outstanding amounts otherwise due and owing to Pacific Coast Equipment House in connection with any purchases, deficiencies or services rendered by Pacific Coast Equipment House.

10.Specific Performance. In addition to any other remedies that may exist, (i) if you fail to deliver the Equipment to the Site or withdraw the Equipment from a Live Auction Event, you hereby acknowledge and agree that (a) the damages to Pacific Coast Equipment House's business reputation, brand and customers are significant and irreparable, (b) an adequate remedy at law for such breach is inadequate, and (c) Pacific Coast Equipment House may seek enforcement of this Agreement by means of specific performance or injunction, without any requirement to post a bond or other security, and you waive all rights to object to such an application.

11.Indemnification.

11.1 Indemnity. You will indemnify and save Pacific Coast Equipment House, its subsidiaries and affiliates, and each of their officers, directors, shareholders, employees and agents, harmless against any and all claims, demands, suits, actions, causes of action, damages, costs or charges whatsoever arising from: (a) any breach of the representations, warranties or covenants set out in this Agreement; (b) hazardous materials associated with the Equipment or contamination resulting from any leakage, spills, or malfunction of the Equipment; (c) deficiencies in the provision of documents required for the purpose of titling or registering any part of the Equipment by any Buyer thereof; (d) encumbrances against or defects in title to, or taxes or customs duties payable in respect of, the Equipment or any part thereof; (e) payments by Pacific Coast Equipment House on account of any registered or unregistered charges, liens, or other interests claimed by creditors or any person or authority in respect of the Equipment, whether or not disclosed, in order to clear title to the Equipment; (f) any deficiency in compliance with any applicable environmental rules or regulations; (g) any tax, cost or expense arising from your failure to satisfy any laws or regulations in relation to a transaction; and (i) any negligence, unlawful act, or willful misconduct by you in connection with the Agreement.

12.2 Notice of Claim. Pacific Coast Equipment House shall promptly notify you in writing of any threatened or actual claim or demand Pacific Coast Equipment House becomes aware of and may, in its discretion, permit you to assume its defense. Upon receipt of such notice indicating a right to assume the defense, you will have ten (10) business days to confirm your intention by written notice to RB Group. If you elect to assume its defense, Pacific Coast Equipment House will reasonably cooperate with you to facilitate the settlement or defense thereof. You shall have sole control of the defense or settlement of any claim or demand, provided that Pacific Coast Equipment House, at its option and expense, may participate and appear on equal footing with you and that you obtain our written approval of any settlement of the claim or demand which will not be unreasonably withheld. If, however, Pacific Coast Equipment House chooses to defend itself, or you fail to confirm your assumption of its defense, Pacific Coast Equipment house may defend or settle the claim or demand in any manner it deems appropriate. Where you fail to confirm your assumption of its defense or the claim or demand arises out of your breach of any representations, warranties or covenants set out in this Agreement, You agree to indemnify and save Pacific Coast Equipment House, its subsidiaries and affiliates, and each of their officers, directors, shareholders, employees and agents, harmless against any and all expenses incurred by the foregoing parties to defend the matter (including reasonable attorney and court or other tribunal fees) and any subsequent settlement into or judgment entered as a result.

13.Risk of Loss. The Seller shall be responsible for loss or damage to the Equipment, other than loss or damage arising as a result of the negligence of Pacific Coast Equipment House, its agents or employees, until the earliest of: (a) if the Equipment is sold through a Live Auction Event, the removal of the Equipment from the Site by the Buyer; The Seller shall insure the Equipment, with Pacific Coast Equipment House a loss payee, to its fair market value against all perils so that in the event of damage to, or destruction of, the Equipment or any part thereof, all insurance proceeds shall be credited to the gross proceeds of the sale, regardless of the venue through which the Equipment is sold, and payment made to Pacific Coast Equipment House forthwith for all deductions permitted by this Agreement and shall, upon request, provide Pacific Coast Equipment House with a copy of the insurance certificate, or other documentation evidencing Pacific Coast Equipment House as a loss payee, to the satisfaction of Pacific Coast Equipment House.

14.Termination, Rescission and Default. Pacific Coast Equipment House shall have the right, in its sole discretion, to terminate this Agreement in whole or in part if (a) there are Encumbrances on or to any Equipment in addition to those that are listed in the Sales Agreement, (b) your net proceeds are insufficient to discharge creditor claims and pay Pacific Coast Equipment House's fees after title is cleared, (c) your lien holders are unwilling to release liens and/or allow Equipment to be listed for sale, (d) you are in breach of the Agreement, (e) you have provided inaccurate, fraudulent, outdated or incomplete information during the registration or listing process or thereafter, (f) you have violated applicable laws, regulations or third party rights, (g) Pacific Coast Equipment House believes in good faith that such action is reasonably necessary to protect the safety or property of other customers, Pacific Coast Equipment House personnel or third parties, or (h) termination is required for fraud prevention, risk assessment, security or investigation purposes. In the event of such termination, in addition to any other remedies available to Pacific Coast Equipment House, you shall pay Pacific Coast Equipment House (i) the Listing Fee, if applicable, and (ii) any costs incurred by Pacific Coast Equipment House. In addition to the foregoing, in the event of termination as a result of items (d), (e), (f), (g), or (h) of this Section 14, you shall pay Pacific Coast Equipment House 25% of the estimated market value of Equipment as determined by Pacific Coast Equipment House.

15.General. This Agreement contains the entire agreement of the parties and supersedes all previous communications, representations, understandings and agreements, either oral or written, between us. In the event of a conflict between these Terms and the Sales Agreement, the Sales Agreement shall control. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be struck out and the remaining provisions shall continue in full force and effect. The failure by either party to exercise or enforce any rights or provisions of this Agreement shall not constitute a waiver of such right or provision. No partnership, joint venture, or agency relationship is intended or created by this Agreement. In the event of an assignment, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. To the extent any novation is required for Pacific Coast Equipment House to assign this Agreement, you hereby appoint the officers of Pacific Coast Equipment House as your attorney-in-fact to execute all documents necessary to effect such novation. All provisions in this Agreement regarding representations and warranties, indemnification, disclaimers, limitations on liability, and payment obligations for fees incurred prior to the termination date shall survive any termination of this Agreement. Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, market shortage of materials, fire, earthquake, flood or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to resume performance as soon as reasonably practicable.

16.Privacy. Information provided in the Sales Agreement or under these Terms will be retained by Pacific Coast Equipment House in accordance with Pacific Coast Equipment House’s Privacy Statement.

17.Trademarks. In connection with the Seller's use of the Live Auction Event, Pacific Coast Equipment House may use the Seller's name, trademark, logos, service marks and other designations ("Marks") to list the Seller as a reference customer and to advertise, promote and market the Equipment. The Seller hereby grants to Pacific Coast Equipment House, and represents and warrants that the Seller has a right to grant, a non-exclusive, worldwide license to use, publicly display and perform, reproduce, and distribute the Marks, solely as permitted in this Agreement, including distributing e-mails to potential buyers that incorporate Marks.

B.  TERMS AND CONDITIONS APPLICABLE TO ONLY LIVE AUCTION EVENTS

Unless otherwise noted in the Sales Agreement, the below terms and conditions will apply to all sales of equipment through a Live Auction Event. All references to "Equipment" in this Section B shall refer to equipment that the Seller is selling through a Live Auction Event.

1. Pacific Coast Equipment House Obligations and Responsibilities

1.1. Sale Sites and Dates. Pacific Coast Equipment House shall, as your agent but in our own name, offer the Equipment for sale at an unreserved auction at the Site and on or about the date specified in the Sales Agreement. You shall provide to Pacific Coast Equipment House a completed Schedule A no later than 15 days prior to the scheduled Live Auction Event. If advertising of specific pieces is requested in the auction brochure, you must provide a completed Schedule A to Pacific Coast Equipment House at least 30 days before the scheduled Live Auction Event.

1.2. Payment. Pacific Coast Equipment House shall make payment to you within 21 days after the Live Auction Event the amount due and owing to you from monies collected from the sale of the Equipment after making all deductions permitted under this Agreement. Payment will only be made out in the Seller's name or to a bank account confirmed as belonging to the Seller.

1.3. Document Administration Fees; Lien Search Fees. A document administration fee for each item of Equipment requiring title, registration documents or customs documents will be charged as set out in the applicable jurisdiction-specific clause in Section B. 6. Pacific Coast Equipment House will conduct lien searches as it deems necessary and lien search fees will apply as set out in Pacific Coast Equipment House's standard Fee Schedule detailed in Section D.

1.4. Taxes. You shall be responsible for the payment of any tax or duty that is your responsibility as a seller of the Equipment. Where applicable, Pacific Coast Equipment House shall collect and remit state and local sales tax arising upon the sale of the Equipment at the Live Auction Event. All commissions, fees and other amounts payable to Pacific Coast Equipment House arising pursuant to this Agreement are deemed to be exclusive of any VAT (if applicable).

1.5. Lots.  Pacific Coast Equipment House may divide the Equipment into such lots as it may in its absolute discretion deem desirable for a Live Auction Event. Pacific Coast Equipment house shall not be liable for any loss or damages claimed in respect of the manner in which the Equipment is divided into lots nor in respect of any failure by Pacific Coast Equipment House to divide the Equipment into lots.

2.  Seller's Obligations and Responsibilities

2.1. Delivery. At your cost, you shall deliver the Equipment: (a) in good operating condition, free of material defects except as disclosed to Pacific Coast Equipment House, with adequate fuel and batteries and starting at the key; (b) free of hazardous materials other than normal operating fuels, oils and lubricants; and (c) in compliance with all applicable environmental, health and safety rules and regulations, together with all documents evidencing your title and/or necessary to transfer title to the Equipment, properly endorsed. At our discretion, Pacific Coast Equipment House may assist you or your transport provider to load or unload Lots under their supervision. You indemnify us against all claims, liabilities and damages that may arise as a result of our assistance in (un)loading such Lots.

2.2. Unreserved Auction Sale. You acknowledge that Live Auction Events are unreserved and Pacific Coast Equipment House shall have no obligation or duty to withdraw the Equipment or any part thereof from the Live Auction Event or to cancel the Live Auction Event. The Equipment shall be sold to the highest bidder on the date of the Live Auction Event.

3.  Mutual Agreements

3.1.  Prohibition of Pre-Sale. Neither Pacific Coast Equipment House nor you shall sell or offer for sale any part of the Equipment prior to the Live Auction Event without the written permission of the other Party, except that Pacific Coast Equipment House may offer Equipment for sale prior to, but in conjunction with, the Live Auction Event by way of a max/high/priority bid.

3.2. Default by Seller. If: (a) you withdraw or fail to timely deliver the Equipment or any part thereof or any documents required hereunder, or if the Live Auction Event does not occur as a result of your actions or inaction, including without limitation the commencement of liquidation or bankruptcy proceedings of any sort by or against you; or (b) you, directly or indirectly, bid or permit another to bid on your behalf or for your benefit, by agency or otherwise, on the Equipment or any part thereof at the Live Auction Event; or (c) your representations and warranties set out in this Agreement are not true, complete and correct in all respects; then: (i) commissions shall be payable to Pacific Coast Equipment House upon demand, based upon the fair market value (as determined by Pacific Coast Equipment House in its sole discretion) of any withdrawn or undelivered parts of the Equipment as if they had been sold; (ii) any advances made by Pacific Coast Equipment House together with accrued interest shall become due and repayable immediately; and (iii) you will, upon demand, reimburse Pacific Coast Equipment House for all out-of-pocket expenses incurred in preparation for the Live Auction Event. In the event you are in violation of paragraph 3.2(b) above, in addition to any other rights or remedies Pacific Coast Equipment House may have under this Agreement, Pacific Coast Equipment House shall, at its sole discretion, have the right to sell or re-sell the Equipment by whichever means it deems appropriate and you shall pay to Pacific Coast Equipment House as liquidated damages in addition to all other amounts due hereunder, an amount equal to 25% of the proceeds realized from such sale or resale. If, pursuant to this Section, the Equipment or any part thereof is not sold at the Live Auction Event, such equipment shall be deemed to have been withdrawn by you and the provisions of paragraph 3.2(0), 3.2(ii) and 3.2(iii) above shall apply.

3.3. Use of Equipment. You authorize Pacific Coast Equipment House to operate the Equipment for the purpose of demonstrating it at the Live Auction Event.

3.4. Collection of Proceeds. Pacific Coast Equipment House shall collect the full proceeds from the sale of the Equipment and you assign to Pacific Coast Equipment House: (a) the amount required to discharge and satisfy all Encumbrances in respect of the Equipment; and (b) all amounts payable to Pacific Coast Equipment House hereunder, including commission and any advances, together with interest thereon which shall be repayable at the time of the sale.

3.5. Uncollected Proceeds. Pacific Coast Equipment House may, as it deems necessary in its sole discretion, re-sell any part of the Equipment not sold or paid for at the Live Auction Event through either a subsequent Live Auction Event or on the open market, and you acknowledge that no monies shall be payable by Pacific Coast Equipment House for any part of the Equipment until it has been paid for in full by the Buyer.

3.6.  Other Consignments. Equipment belonging to other owners may be sold at the Live Auction Event.

3.7. Internet Bidding and Timed Auction Lot System. Pacific Coast Equipment House may in its sole discretion offer lots for sale in its unreserved auction to registered bidders using its proprietary online bidding service or using its timed auction lot system. You acknowledge that at any given sale: (a) only those lots which Pacific Coast Equipment House deems appropriate shall be offered using such technologies and systems, and (b) certain circumstances concerning the Internet and the technology in use are beyond Pacific Coast Equipment House's control, and such systems may not be available at any given time or Live Auction Event. YOU ACKNOWLEDGE THAT PACIFIC COAST EQUIPMENT HOUSE MAKES NO PROMISES TO YOU WHATSOEVER REGARDING THE AVAILABILITY OF ITS ONLINE BIDDING SERVICE OR TIMED AUCTION LOT SYSTEM OR THE PROCEEDS OF SALE TO BE REALIZED AS A RESULT OF THEIR USE. YOU AGREE THAT PACIFIC COAST EQUIPMENT HOUSE SHALL NOT BE LIABLE TO YOU WHATSOEVER FOR ANY AND ALL LOST PROFITS, REVENUES, DAMAGES, COSTS OR CHARGES ARISING FROM (1) THE FAILURE OF THE INTERNET, SERVERS OR OTHER COMPUTER OR COMMUNICATIONS COMPONENTS AND SYSTEMS, REGARDLESS OF WHETHER SUCH FAILURE IS CAUSED BY THE NEGLIGENCE OF PACIFIC COAST EQUIPMENT HOUSE, (2) PACIFIC COAST EQUIPMENT HOUSE'S DECISION WHETHER OR NOT TO USE SUCH TECHNOLOGIES OR SYSTEMS, OR ITS FAILURE TO OFFER SUCH SYSTEMS AT ANY TIME.

4. Virtual Sales from Seller's Yard for a Live Auction Event. These provisions apply to any piece of Equipment to be sold at a Live Auction Event on a virtual basis from the Seller or a third party's yard.

4.1. Additional Terms. Any such Equipment to be sold on the Seller or a third party's yard virtually shall be staged in compliance with the provisions listed in sections 4.1.1 through 4.1.5 below. The Seller agrees that the following additional terms shall apply:

4.1.1. the Seller shall provide, at no cost to Pacific Coast Equipment House and commencing upon the execution and delivery of this Agreement, a suitable and secure staging site acceptable to Pacific Coast Equipment House for staging for the applicable Live Auction Event (each, a "Staging Site");

4.1.2. the Seller shall ensure that Pacific Coast Equipment House and its employees and subcontractors are provided with access to each Staging Site as Pacific Coast Equipment House deems necessary for preparation and conduct of the Live Auction Event;

4.1.3. each Staging Site must be suitable for tear-down and transport crews to access for the removal of the Equipment between the hours of 8:00 a.m. and 5:00 p.m. (local time) on regular business days beginning on the day after the Live Auction Event and ending a minimum of four weeks thereafter;

4.1.4. the Seller shall ensure that property damage and public liability insurance is maintained in full force and effect throughout the period described in this section to cover third party personal injury, death or property damage claims. The Seller will ensure that Pacific Coast Equipment House is named as additional insured and, upon request, Pacific Coast Equipment House will be provided with a copy of the insurance certificate, or other documentation evidencing Pacific Coast Equipment House as an additional insured, to the satisfaction of Pacific Coast Equipment House; and

4.1.5. the Seller shall be responsible for loss or damage to the Equipment, other than loss or damage arising as a result of the negligence of Pacific Coast Equipment House, its agents or employees, until the earliest of: (a) the removal of the Equipment from the Staging Site by the Buyer; or (b) receipt by the Seller of all proceeds from the sale of the Equipment.

4.2. Indemnity. The Seller shall defend, indemnify and save harmless Pacific Coast Equipment House from any and all liabilities, damages, costs (including reasonable attorney's fees), claims, suits or actions arising out of any contravention of applicable laws (including, but not limited to, environmental laws), property damage or injury to a person or persons, including death resulting at any time therefrom, arising out of: (a) the attendance of the Seller's employees, agents, subcontractors or potential buyers at the Staging Site; (b) the inspection or use of any Equipment by the Seller's employees, agents, subcontractors or potential buyers; (c) the inspection of the Equipment by Pacific Coast Equipment House; (d) the spill or release, unintentional or otherwise, of any toxic, dangerous or hazardous chemicals, materials, substances, pollutants or wastes, or any other requirements relating to pollution or protection of human health and safety of the environment; and (e) failure to comply with environmental laws, regulations, bylaws, standards, policies, or other requirements relating to pollution or protection of human health and safety and the environment.

4.3. Equipment Inspections

4.3.1. Any Equipment sold virtually from Seller's yard in a Live Auction Event, the Seller agrees to permit Pacific Coast Equipment House and/or its authorized representatives to test and inspect each piece of Equipment at a time and place mutually agreed. Pacific Coast Equipment House shall produce an inspection report ("Inspection Report") for each piece of Equipment inspected by Pacific Coast Equipment House.  Pacific Coast Equipment House inspections are solely for the purpose of reporting on the visible condition of the Equipment's major systems and attachments. Pacific Coast Equipment House inspections are NOT intended to detect latent or hidden defects or conditions that could only be found in connection with the physical dismantling of the Equipment or the use of diagnostic equipment or techniques.

4.3.2. Seller is responsible for maintaining the Equipment in the same condition as documented in the Inspection Report until it is removed from the Staging Site by the Buyer. Seller's failure to properly maintain the Equipment from the date of inspection until its removal from Staging Site by Buyer will void the inspection.

4.3.3. The Inspection Report is the sole and exclusive property of Pacific Coast Equipment House. Except as expressly stated, nothing in this Agreement shall be deemed to grant to any other party, by implication or otherwise, license rights, ownership rights or any other intellectual property rights in the Inspection Report. Seller cannot use the Inspection Report for any other purpose without the prior written approval from Pacific Coast Equipment House.

4.3.4. From the time an inspection is performed by Pacific Coast Equipment House until the Equipment is removed from Staging Site by or on behalf of the Buyer, Seller may not operate, lease, rent, modify or alter the Equipment. In addition to any other rights and remedies that Pacific Coast Equipment House may have, a breach of this provision prior to the conclusion of a sale for the Equipment may result in either of the following: (i) Pacific Coast Equipment House may remove the Equipment from the Live Auction Event and charge Seller a removal charge equal to 25% of Pacific Coast Equipment House 's estimated market value for the Equipment; or (ii) Pacific Coast Equipment House may continue with selling the Equipment in the Live Auction Event, in which case, if the Equipment was inspected previously by Pacific Coast Equipment House, Seller must have the Equipment re-inspected and pay Pacific Coast Equipment House  a re-inspection fee equal to $295. In the event that a breach of this provision is determined by Pacific Coast Equipment House, in its reasonable discretion, and the Equipment has been sold to a Buyer, the transaction is subject to cancellation and Seller will be charged a Seller Default Fee equal to 25% of the winning bid price, in addition to reimbursement of transportation and other costs incurred by the Buyer.

5. Live Auction Event on Seller's Yard. These provisions apply to any Equipment to be sold through a Live Auction Event to be held on the Seller's yard (each a "Sale Site").

5.1. Additional Terms. All Equipment will remain at the Seller's yard and will be sold onsite. Equipment to be sold on the Seller's yard shall be in compliance with the provisions listed in sections 5.1.1 through 5.1.6 below:

5.1.1. the Seller shall provide, at no cost to Pacific Coast Equipment House and commencing upon the execution and delivery of this Agreement, a suitable and secure sale site acceptable to Pacific Coast Equipment House for the applicable Live Auction Event;

5.1.2. the Seller shall ensure that Pacific Coast Equipment House and its employees and subcontractors are provided with access to each Sale Site as

Pacific Coast Equipment House deems necessary for preparation and conduct of the Live Auction Event;

5.1.3. the Seller shall ensure that prospective bidders are provided with access to enter and use the Sale Site to inspect the Equipment in advance of the Live Auction Event;

5.1.4. the Seller shall ensure that Buyers are provided with access to enter and use the Sale Site to pick up Equipment after the Live Auction Event;

5.1.5. the Seller shall ensure that property damage and public liability insurance is maintained in full force and effect as required to cover third party personal injury, death or property damage claims. The Seller will ensure that Pacific Coast Equipment House is named as additional insured and, upon request, Pacific Coast Equipment House will be provided with a copy of the insurance certificate, or other documentation evidencing Pacific Coast Equipment House as an additional insured, to the satisfaction of Pacific Coast Equipment House; and

5.1.6. the Seller shall be responsible for loss or damage to the Equipment, other than loss or damage arising as a result of the negligence of Pacific Coast Equipment House, its agents or employees, until the earliest of: (a) the removal of the Equipment from the Sale Site by the Buyer; or (b) receipt by the Seller of all proceeds from the sale of the Equipment.

5.2. Indemnity. the Seller shall defend, indemnify and save Pacific Coast Equipment House, its parents, subsidiaries and affiliates, and each of their officers, directors, shareholders, employees, and agents, harmless against any and all claims, demands, suits, actions, causes of action, damages, costs or charges whatsoever arising from any injury, loss, or damage to any third party, including personal injury, arising out of the third party's use of the Sale Site. Jurisdiction Specific Clauses. The following jurisdiction-specific additional terms and conditions will apply for Sellers selling assets in a Live Auction Event in the country noted:

North America

United States of America

Should Pacific Coast Equipment House be required to purchase titles on the Seller's behalf, Pacific Coast Equipment House shall be entitled to interest on amounts advanced at a rate of US Bank prime plus 2%. Except for California, a document administration fee of $115 will be charged for each item of Equipment requiring title or registration documents. In California, a document administration fee of $70 will be charged for each item of Equipment requiring title or registration documents.

D.  GENERAL FEES FOR EQUIPMENT