For the following property: Shangri-la Resort, 606 Shangri-la Dr, Sunrise Beach, Mo 65079 Saturday April 21st, 2018, Noon Parcel Number 07-1.0-11.0-000.0-002-016.000, Legal Description PT NW SE, PT NESE, Township 39N, Range17W AUCTION TERMS AND CONDITIONS This auction will be conducted by Bryant Auction, LLC (Auctioneer) on behalf of one or more sellers (each, a Seller) of real property assets or notes secured by real property (each, a Property, and collectively, the Properties). Each person who participates in any auction shall be deemed a ?Bidder.? As used herein, the terms Auctioneer, Seller and Bidder shall also refer to the respective principals, agents, and affiliates of each. The Bidder that submits the highest bid and is acknowledged by Auctioneer by email or telephone as the winning bidder is the ?Winning Bidder?. Auctioneer is acting as auctioneer for Seller. By registering for the auction at bryantauction.com (?Auctioneer?s Site?), Bidder acknowledges having read, agreed to and accepted these Auction Terms and Conditions (?Auction Terms?). By placing a bid on a Property, Bidder shall be deemed to have accepted the terms and conditions. With respect to a particular Property or bid, the terms and conditions posted at the time such bid was submitted shall govern and control over these Auction Terms to the extent of any conflict. Per seller's request, all parcels must sell for property to convey. DISCLAIMERS; BIDDER REPRESENTATIONS Auctioneer makes no representations or warranties as to the accuracy or completeness of any information contained on Auctioneer's Site, any Property Page, or as otherwise made available by Auctioneer, Seller or Seller?s broker. Online bidding is provided on an ?as is, where is, as available? basis. No warranties, expressed or implied, including but not limited to, those of the merchantability or fitness for a particular purpose, are made with respect to Auctioneer?s site, the online bidding platform or any other information or software therein (collectively, ?website?), and the Auctioneer expressly disclaims any such warranties. Each Bidder agrees to use the website and services offered by Auctioneer at Bidder?s own risk Auctioneer makes no representation or warranty relating to management of the purchase and sale process. Auctioneer makes no representations or warranties of any kind or character whatsoever, whether express or implied, with respect to any property. Each bidder hereby releases Auctioneer and its employees, officers, directors, representatives, attorneys, brokers and agents (?representatives?) from any and all claims that any such bidder may now have or hereafter acquire against auctioneer or any of its representatives for any damage or injury resulting from or relating to any errors, omissions or other conditions affecting any property. This release includes claims of which Bidder is presently unaware or does not presently suspect to exist in Bidder?s favor which, if known by Bidder, would materially affect Bidder?s release of Auctioneer. All information was gathered from sources deemed to be reliable and believed to be correct, however, this information is not guaranteed by the Seller, Bryant Auction LLC or their agents. All bidders are urged to do their own due diligence and verify all information including improvements, sizes, condition, and contaminants, including but not limited to, sewer system, water/well, lead, asbestos, mold, or other environmental issues. Surveys, easements, inspections, appraisals, zoning compliance, permits, association compliance, dockage and permits for docks, ingress and egress, incomes, revenue, and leases are the responsibility of the Buyer. Camden County, MO records will be the reference used to convey parcel size and location. Verification of maps shown sale day are the responsibility of the buyer. Measurements, dimensions, rental figures and acreages, not guaranteed by survey, verification, or legal record. They are for reference only. Check bryantauction.com for terms and more information. Financing should be arranged prior to the auction. This property not sold contingent on financing. Bryant Auction, LLC is an agent for the Seller in this transaction. All announcements day of sale take precedence over all previous printed material. Bryant Auction reserves the right to reject any and all bids and will decide increments of bidding. Starting bid may not be the reserve bid required by the Seller. This auction will be live onsite and online. Maps are for reference only, and are not guaranteed by survey or legal record. Bids are a legal commitment to purchase property. REGISTRATION PROCESS Registration is required in order to bid. As part of such registration process, Bidders may be required to place a deposit to secure compliance with these Auction Terms (the ?Initial Bidding Deposit?). The amount of the Initial Bidding Deposit varies and shall be disclosed at time of registration. In most cases, Bidders can satisfy the Initial Bidding Deposit requirement by placing an authorization and hold on a major credit card in the amount of the Initial Bidding Deposit Bidders are required to conduct their own due diligence and investigate all matters relating to the Properties that they are interested in purchasing at the auction. It is each Bidder?s responsibility to inspect each Property that Bidder is interested in purchasing, including, without limitation, legal, physical, environmental, economic, or other aspects, and to satisfy itself as to such Property?s physical condition, attributes, and all other aspects of such Property, including, without limitation, any liens, encumbrances, assessments, dues, fines, and/or penalties. Bidder assumes all risks associated with any such inspection. In some circumstances Seller may be unable to provide physical access for inspections, and Bidders must bid accordingly at their own risk. All bids should be based solely on Bidder?s independent due diligence and any information contained in the Purchase Documents. Property information has been gathered from a variety of sources and has not been independently verified by Auctioneer. Bidders are encouraged to consult with a contractor, attorney, financial advisor, tax advisor, and/or other professional and fully investigate public records. In connection with any due diligence, inspection, visit and/or investigation of the Property, Bidders shall and must ensure that any person or entity acting on Bidder?s behalf shall (a) refrain from placing or permitting any new liens on the Property, (b) repair all damage arising from inspections, (c) indemnify, defend and hold harmless Seller and Auctioneer from all liability, claims, demands, damages and/or costs directly or indirectly arising there from, and (d) carry any required policies of liability, workers? compensation, and other applicable insurance defending and protecting Seller and Auctioneer from liability for any injuries to persons or property occurring during any inspection. BIDDING AND BUYING Terms: The Buyer will be required to provide at time of sale, $25,000.00 (Twenty Five Thousand US Dollars) per parcel down payment on real estate which is nonrefundable in the form of certified funds, payable to themselves. This will become the down payment when the high bid is awarded and the certified funds are signed over to Bryant Auction, LLC. The bidder will then sign a standard Real Estate Purchase Agreement and terms with balance due in full at closing approximately 30 days from date of sale. Title Insurance will be available at the expense of the Buyer. All taxes will be prorated as of the closing date, and each party will pay their own reasonable and customary closing costs. The only guarantee from the Seller is a clear and marketable title to the property. Deposit will be refunded only if Title Company determines property cannot convey with clear title, this is the only consideration or compensation from Seller, Bryant Auction, LLC or their agents to the Buyer if property does not convey. Seller will choose Title Company. All bids are irrevocable. Any bid may be acknowledged by Auctioneer as the winning bid, even if such bid is below the ?Reserve Price?. PRE-AUCTION SALES For some Properties, pre-auction bids may be submitted at Auctioneer?s Site. All pre-auction sales shall be governed by these Auction Terms. All bids received will be communicated to the applicable Seller who may accept, or reject such bids in such Seller?s sole and absolute discretion. BUYER?S PREMIUM AND TOTAL PRICE The actual total purchase price (?Total Purchase Price?) on the auction day (and at the closing) will be equal to the winning bid amount plus a buyer?s premium ("Buyer's Premium") of five percent (7%) of the winning bid amount. The Total Purchase Price will not include other amounts payable by Winning Bidder during closing, such as closing fees, property taxes, or insurance, as set forth in the Purchase Documents. EXTENSION OF AUCTION TIME In order to allow final bids to be properly input and processed, Auctioneer may extend the close of bidding for any Property in certain time increments to allow for additional bids. Once an extension of time has elapsed with no additional, higher bids, then the bidding will be closed. WINNING BID Winning Bidders will be contacted by an Auctioneer representative with the contact information provided during registration. The final Purchase Documents will then be emailed to Winning Bidder for electronic signature unless otherwise directed by Seller or Auctioneer. As between Winning Bidder and Seller, the Purchase Documents supersede any and all other documents or information (including without limitation these Auction Terms) and serve as the governing documents for the sale of each Property after execution. Winning Bidder must sign the Purchase Documents within two (2) hours after they are sent by Auctioneer. If a Winning Bidder cannot be reached within two (2) hours of Auctioneer?s acknowledgment of the winning bid, or Winning Bidder fails to timely execute the Purchase Documents, Auctioneer or Seller may declare Winning Bidder to be in default. In the event of such a declaration, Winning Bidder?s bid shall be null and void and Auctioneer and Seller shall have absolutely no further liability or obligation to that Bidder, and the Property may be immediately sold to another Bidder or placed in another auction. In addition, such Winning Bidder shall be subject to liquidated damages as set forth herein. If the Earnest Money Deposit is not received as set forth above, then Auctioneer or Seller may declare Winning Bidder to be in default. In such event, Winning Bidder shall be subject to liquidated damages as set forth herein. CANCELLATION/LIQUIDATED DAMAGES If Winning Bidder breaches these auction terms, the winning bid may be rejected by Auctioneer and / or Seller and Winning Bidder?s initial bidding deposit may be retained by Auctioneer and /or Seller (if the initial bidding deposit was made by a credit card hold, Auctioneer may charge Winning Bidder?s credit card the amount of the initial bidding deposit) as liquidated damages, and the property may be immediately sold to another Bidder or placed in another auction. Bidder hereby acknowledges that the actual damages resulting from a Bidder?s breach of these auction terms would be difficult and impractical to calculate. All Bidders agree that the initial bidding deposit is a reasonable pre-estimate of the resulting damages to Auctioneer and/or Seller and is not a penalty or forfeiture. __________________________________________________________________________________ ____________________________ Buyer(s)/Bidder(s) Date