TRANZON.COM. Killington Resort Area Luxury Vacation Home & Adjacent Land Parcel East Mountain Road, Killington, VT

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1 Killington Resort Area Luxury Vacation Home & Adjacent Land Parcel East Mountain Road, Killington, VT SALE 1: 1882 E Mountain Rd Property #AP SALE 2: Lot 2, E Mountain Rd Property #AP Previews: September 18, 10-11am & September 25, 11am-12pm Auction: October 4 (SALE 1) & October 11 (SALE 2), 11:00am ET Auction Location: Each On-Site Properties Offered Individually Tranzon Auction Properties 93 Exchange Street, Portland ME Sale subject to Court Confirmation Thomas W. Saturley~VT AUC Lic. # P: F: APinfo@tranzon.com TRANZON.COM

2 May 20, 2012 Dear Prospective Bidder: Enclosed for your review is the detailed Property Information Package you requested on the auction of the properties located in Killington, Vermont. Please note that these sales are subject to Court Confirmation. Properties will be offered individually as follows: SALE 1: Home at 1882 East Mountain Road, Killington, VT SALE 2: Parcel known as Lot 2, East Mountain Road, Killington, VT The auction for Sale 1 will be conducted on Thursday, October 4, 2012 at 11:00 a.m.; the auction for Sale 2 will be held the following Thursday, October 11, 2012 at 11:00 a.m. Both auctions will be held at each respective site. Parties interested in bidding may register for the sales anytime after 10:30 a.m. Previews will be held for the home on September 18, 2012 from 10:00 a.m. to 11:00 a.m., and September 25, 2012 from 11:00 a.m. to 12:00 p.m. Deposit money for these auctions will be $10, per sale, in cash, cashier's check, certified or bank check or the equivalent made payable to Tranzon Auction Properties Escrow Account and deposited with the Auctioneer at the time of registration. Deposit must be increased to equal 10% of the purchase price within 5 days of the auction. The balance will be due and payable within 30 days upon presentation of the Deed, or within 10 days of Court Confirmation, whichever is later. Our staff is readily available to assist you with any questions you may have regarding the properties or the auction process. As a reminder to real estate sales agents, associate brokers and brokers, we offer a broker participation fee. Please call us at (207) or toll free at (866) for details. Thank you for your interest in these properties and we look forward to seeing you at the auctions. Sincerely, MICHAEL B. CAREY Vice President MBC/ssl Tranzon Auction Properties 93 Exchange Street P.O. Box 4508 Portland, ME T F tranzon.com

3 TABLE OF CONTENTS PAGE Disclaimers 1 Copy of Advertising 2 Area Map 3 Property Location Map 4 Property Description 5 Additional Property Pictures 6 Copy of Floor Plans 7 Summary of Data 10 Copy of Tax Map 11 Copy of Tax Card 12 Portion of Zoning 14 SALE 1: Single Family Home, 1882 East Mountain Road Notice of Foreclosure Sale 16 Sale and Purchase Agreement 18 Easement Deed 26 Clerk s Accounting 28 Lead Law Brochure 29 SALE 2: Land, East Mountain Road Notice of Foreclosure Sale 42 Sale and Purchase Agreement 44 Easement Deed 51

4 NOTICE ATTENTION PROSPECTIVE BIDDERS Auction Company is acting solely as agent for the Seller ALL INFORMATION CONTAINED IN THIS AND OTHER ADVERTISEMENTS WAS OBTAINED FROM SOURCES BELIEVED TO BE ACCURATE. HOWEVER, NO WARRANTY OR GUARANTEE, EITHER EXPRESSED OR IMPLIED, IS INTENDED OR MADE. NEITHER THE AUCTION COMPANY NOR ITS EMPLOYEES, AFFILIATES, OR AGENTS (HEREINAFTER AUCTION COMPANY ) REPRESENT THE BUYER/BIDDER. ALL PROSPECTIVE BUYERS/BIDDERS MUST INDEPENDENTLY INVESTIGATE AND CONFIRM ANY INFORMATION OR ASSUMPTIONS ON WHICH ANY BID IS BASED. NEITHER AUCTION COMPANY NOR SELLERS SHALL BE LIABLE FOR ANY ERRORS OR THE CORRECTNESS OF INFORMATION. ALL ANNOUNCEMENTS MADE AT THE AUCTION TAKE PRECEDENCE OVER ANY OTHER PROPERTY INFORMATION OR PRINTED TERMS OF SALE. ITEMS MAY BE ADDED OR DELETED. THE PROPERTY AND IMPROVEMENTS ARE SOLD AS IS, WHERE IS, WITH ALL FAULTS AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE ACCURACY, CORRECTNESS, COMPLETENESS, CONTENT OR MEANING OF THE INFORMATION CONTAINED HEREIN. PROSPECTIVE BUYERS/BIDDERS SHOULD VERIFY ALL INFORMATION. ALL PROSPECTIVE BUYERS/BIDDERS RECOGNIZE AND AGREE THAT ANY INVESTIGATION, EXAMINATION, OR INSPECTION OF THE PROPERTY IS WITHIN THE CONTROL OF THE OWNER OR OTHER PARTIES IN POSSESSION AND THEIR AGENTS. POTENTIAL BUYERS/BIDDERS ARE ENCOURAGED TO SEEK INFORMATION FROM PROFESSIONALS REGARDING ANY SPECIFIC ISSUE OR CONCERN. ANY DECISION TO PURCHASE OR NOT TO PURCHASE IS THE SOLE AND INDEPENDENT BUSINESS DECISION OF THE POTENTIAL BUYER/BIDDER. NO RECOURSE OR CAUSE OF ACTION WILL LIE AGAINST ANY OF THE ABOVE- MENTIONED PARTIES SHOULD BUYER BECOME DISSATISFIED WITH ITS DECISION, WHATEVER IT MAY BE, AT A LATER DATE. AUCTION COMPANY AND SELLER HAVE THE RIGHT TO POSTPONE OR CANCEL THE AUCTION IN WHOLE OR IN PART, IN ITS SOLE DISCRETION. AUCTION COMPANY AND SELLER RESERVE THE RIGHT TO REFUSE ADMITTANCE TO, OR EXPEL ANYONE FROM THE AUCTION PREMISES FOR INTERFERENCE WITH AUCTION ACTIVITIES, NUISANCE CANVASSING, SOLICITING OR OTHER REASONS. TRANZON AUCTION PROPERTIES IS A MEMBER COMPANY OF TRANZON, LLC AND TRANZON INTERNATIONAL, LLC. ALL TRANZON COMPANIES ARE INDEPENDENTLY OWNED AND OPERATED. 1

5 COPY OF ADVERTISING Lender Ordered Luxury Vacation Home at Killington Ski Resort & Land Parcel Sale 1: Luxury Vacation Home 1882 East Mountain Road, Killington, VT 5,891± sf Home 0.9± Acre 3 BR 4 BA LR Dining Area Kitchen 2 Stone Hearths Multi-Level Decks Detached, Drive-In Storage Shed Attached 3-Car Garage Previews: Please call for details. Auction: October 4, 11am ET Auction Location: On-Site Sale 2: Land Parcel Lot 2, East Mountain Road, Killington, VT 1.07± Acres Map 37, Lot 62 Auction: October 11, 11am ET Auction Location: On-Site Tranzon Auction Properties, Thomas W. Saturley VT AUC Lic. # Sales subject to Court Confirmation and Terms & Conditions. Brokers welcome. TRANZON.COM

6 AREA MAP 0 mi Copyright and (P) Microsoft Corporation and/or its suppliers. All rights reserved. Certain mapping and direction data 2008 NAVTEQ. All rights reserved. The Data for areas of Canada includes information taken with permission from Canadian authorities, including: Her Majesty the Queen in Right of Canada, Queen's Printer for Ontario. NAVTEQ and NAVTEQ ON BOARD are trademarks of NAVTEQ Tele Atlas North America, Inc. All rights reserved. Tele Atlas and Tele Atlas North America are trademarks of Tele Atlas, Inc by Applied Geographic Systems. All rights reserved. 3

7 PROPERTY LOCATION MAP 0 mi Copyright and (P) Microsoft Corporation and/or its suppliers. All rights reserved. Certain mapping and direction data 2008 NAVTEQ. All rights reserved. The Data for areas of Canada includes information taken with permission from Canadian authorities, including: Her Majesty the Queen in Right of Canada, Queen's Printer for Ontario. NAVTEQ and NAVTEQ ON BOARD are trademarks of NAVTEQ Tele Atlas North America, Inc. All rights reserved. Tele Atlas and Tele Atlas North America are trademarks of Tele Atlas, Inc by Applied Geographic Systems. All rights reserved. 4

8 PROPERTY DESCRIPTIONS Location: Properties are located just 2.5± miles from the Killington Resort, famed for its firstclass skiing, bike trails, and championship golf course. East Mountain Road is conveniently accessed directly off of RT- 4/RT-100, within close proximity to shops and restaurants. Property Address: 1882 East Mountain Road, Killington, Vermont. Site: Consists of 0.9± acre lot serviced by private water and sewer. Property shares a gravel drive with Lot 2, and is improved by a single family home and detached, drive-in storage shed. Home: Constructed in 1993± and renovated in 2003±, this spacious luxury residence boasts SALE 1 5,891± sf. The contemporary-style home features 3 bedrooms*, 4 bathrooms, living room, dens, mudroom with built-in bench seating, dining area, and kitchen with granite countertops. Additional amenities include hardwood flooring, 2 stone hearths, wet bar, 3 rd level office or bonus room, ski equipment storage room, and 2 laundry hook-ups. Home has multi-level decks from which to enjoy mountain views, and an attached 3-car garage. *Please note that septic design is approved for a maximum occupancy of 6 people. Building is of wood frame construction situated on a concrete foundation, with wooden clapboard siding and a shingle roof. Radiant and HWBB heat are reportedly provided via a gas-fired system; electrical service is 200 amps. Property Address: Lot 2, East Mountain Road, Killington, Vermont. Site: Consists of 1.07± acres, located adjacent to Sale 1. Property would be serviced by private water and sewer, once installed. Parcel has gravel drive with cleared parking area, and has short-range mountain views. SALE 2 WEBSITES OF INTEREST Town of Killington at Killington Resort at DISCLAIMER: This information was derived from sources believed correct, but is not guaranteed. Buyers shall rely entirely on their own information, judgment and inspection of the property records. All properties sold on an "AS IS, WHERE IS" basis. 5

9 ADDITIONAL PICTURES OF HOME 6

10 FLOOR PLANS 7

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12 DISCLAIMER: This information is derived from sources believed correct, but is not guaranteed. Buyers shall rely entirely on their own information, judgment and inspection of the property records. All properties sold on an AS IS, WHERE IS basis. 9

13 SUMMARY OF DATA Town of Killington LOCATION INFORMATION SALE 1 Address & Reference: 1882 E Mountain Road, Killington, Vermont (Map 37, Lot 63) SALE 2 Address & Reference: Lot 2, E Mountain Road, Killington, Vermont (Map 37, Lot 62) Zoning: Per the Town, properties are located in the Residential 3 district. Please note that properties do not meet the required 3 acre minimum lot size, but are grandfathered and therefore considered to be legal and non-conforming. Please contact the Planning & Zoning office to verify and obtain complete zoning information at (802) Tax Year: January 1 st to December 31 st Taxes Due: August 15 th and November 1 st TAX INFORMATION Real Estate Assessed Value: $170, (land) + $680, (bldg) = $851,220.00* Real Estate Annual Taxes: $15, (2011 tax year)* *Please Note: According to the Town, both properties are assessed and taxed together as they are adjacent and owned by the same entity. Per the Lister, the land value for each parcel is $94, for Lot 63, and $76, for Lot 62. OUTSTANDING TAXES Portion of Tax Year 2010: $ (with interest as of ) According to the Town, the 2011 taxes are paid in full and the first half of the 2012 taxes have been paid. The foregoing information is based on a telephone conversation with the Town office and its accuracy is not certified. Tranzon Auction Properties strongly recommends you contact and visit the Town office to verify information as well as review files pertaining to this property, including, but not limited to, Code Enforcement, Zoning, Planning Board, Assessor, and Collector files. The telephone number for the Town office is (802)

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17 Town of Killington, Vermont Zoning Bylaws Adopted June 25, 1979 DRAFT Approved by the Killington Planning Commission April 11,

18 DISTRICT DIMENSIONAL REQUIREMENTS PERMITTED USES CONDITIONAL USES use: 40,000 sq.ft. REQUIREMENTS- IN PUD Front Setbacks: Minimum 25' Side Setback: Minimum 100' Rear Setback: Minimum 100' Maximum Coverage: 10% Minimum Lot Area: 5 Acres Minimum Lot Area per Dwelling Unit: 20,000 sq.ft. USES IN PUD One and Two Family Dwellings or any combination thereof. IN PUD Telecommunications Facilities Residential 3 District REQUIREMENTS- NOT IN PUD Front Setback: Minimum 25' Side Setback: Minimum 25' Rear Setback: Minimum 25' Maximum Coverage: 5% Minimum Lot Area per One Family Dwelling: 3 Acres Minimum Lot Area per Two Family Dwelling: 3 Acres Minimum Lot Area any other use: 3 Acres. USES- NOT IN PUD One or Two Family Dwellings; Agriculture; Outdoor Recreation; School; Community Center; Church; Day Care Center. NOT IN PUD Telecommunications Facilities REQUIREMENTS- IN PUD Front Setbacks: Minimum 25' Side Setback: Minimum 100' Rear Setback: Minimum 100' Maximum Coverage: 5% Minimum Lot Area: 10 Acres Minimum Lot Area per One or Two Family Dwelling unit: 2 Acres USES IN PUD One or Two Family Dwellings. IN PUD Telecommunications Facilities Hamlet Front Setback: Minimum 50' Side Setback*: Minimum 25' Rear Setback: Minimum 25' Maximum Coverage: 30% Minimum Lot Area per One Family Dwelling: 40,000 sq.ft. Minimum Lot Area per Two Family Dwelling: 40,000 sq.ft. Minimum Lot Area per Multifamily Dwelling unit 40,000 sq.ft. Minimum Lot Area any other use: 40,000 sq.ft. One, Two and Multi- Family Dwellings; Hotel/Lodge; Office; Retail Store; Craft Shop; Public Assembly Use; Post Office; Restaurant & Lounge; Personal Services. Auto Service Station; Fast Food Restaurant, ; Telecommunications Facilities 26 15

19 STATE OF VERMONT SUPERIOR COURT Rutland Unit CIVIL DIVISION Docket No RDCV COMMUNITY SOUTH BANK Plaintiff vs. ROBERT B. CHERNIN; CELESTE CHERNIN; et al Defendants NOTICE OF FORECLOSURE SALE By virtue and in execution of the Power of Sale contained in the Mortgages given by Robert B. Chernin and Celeste Chernin to Community South Bank dated November 4, 2005 and recorded in Book 280, at Page 170, and dated February 15, 2007 and recorded in Book 293, Page 210, in the Town of Killington Land Records, for breach of the conditions of said Mortgages and for the purpose of foreclosing the same will be sold at Public Auction at 11:00 AM on October 4, 2012, at the site of the real property at 1882 East Mountain Road, Town of Killington, Vermont, all and singular the following premises: TO WIT: Being all and the same lands and premises conveyed to Robert B. Chernin and Celeste Chernin by Warranty Deed of Gayle Gromada Zera dated August 9, 1993, and recorded in Book 135, Page 224 of the Town of Killington Land Records. (Lot #3) The property includes an easement over the existing roadway/driveway on Lot 2 for the benefit of Lot 3, pursuant to the terms of an Easement Deed dated February 3, 2012 from Robert B. Chernin and Celeste Chernin and recorded in the Town of Killington Land Records. Reference is hereby made to the above-mentioned instruments, the records thereof, and references therein made, and their respective records and references, in further aid of this description. The property will be sold in its entirety to the highest bidder as a single unit. It is up to each bidder to perform its own due diligence with respect to the property prior to the public sale that a bidder deems sufficient. The public sale of the Mortgaged Property will be as-is, where-is, with the purchaser taking all defects and risks associated with or connected to the property being sold, including but not limited to all risks associated with the following: a. Subject to such facts as an accurate survey and physical inspection of the premises may reveal. b. Subject to easements, restrictions, agreements and all documents of record, if any. c. Subject to unpaid taxes, assessments, water and sewer liens, if any. d. Subject to the rights of tenants and other occupants, if any. e. Subject to state and municipal ordinances, statutes and regulations, including zoning ordinances. f. Subject to all liens of record not foreclosed, equitable or otherwise, whether or not filed. g. Subject to all violations, if any, of environmental laws, rules, and regulations of the State of Vermont, the United States of America, and any political subdivision thereof, whether or not of record. h. Subject to any defects or problems associated with the real estate or any improvements 16

20 thereon. i. Subject to all violations, if any, other than environmental in nature, of laws, rules and regulations of the State of Vermont, the United States of America, and any political subdivision thereof, whether or not of record.. J Subject to prior mortgages of record, if any. Lot #3 is subject to a prior mortgage given by Robert B. Chernin and Celeste Chernin to North American Savings Bank, F.S.B. as Lender as assigned to CitiMortgage, Inc., as recorded in the Town of Killington Land Records. The high bidder is responsible for the payment of the property taxes and municipal assessments, (delinquent and current, with all penalties and interest as of the date of closing on the sale of the property after confirmation of the sale by the Vermont Superior Court). In order to qualify to bid at the public sale, at the time of sale, interested persons, other than from the mortgagee, must present to the auctioneer a deposit of $10,000 in the form of cash, a bank treasurer's check, or certified funds, with the deposit to be increased to 10% of the sale price within 5 days of the public sale, if the deposit does not at least equal 10% of the sale price. The deposit is non-refundable. The mortgagee has the right to credit bid at the sale without producing any deposit. The remaining balance of the purchase price shall be paid in good funds at closing, to occur within thirty (30) days of the public sale or within ten (10) days of Court Confirmation of the Sale by the Vermont Superior Court, Rutland Unit, Civil Division, whichever is later. The sale is subject to confirmation by the Vermont Superior Court, Rutland Unit, Civil Division. The successful bidder, other than the mortgagee, will have to sign a purchase and sale agreement at the conclusion of the public sale. If the Plaintiff makes the highest bid, Plaintiff shall be required to pay cash or certified funds only to the extent that its bid is in excess of the sum due it by the Defendant Mortgagors up to the date of sale under the Judgment and Decree and the costs and expenses of the sale. The person holding the public sale may, for good cause, postpone the sale for a period of up to thirty (30) days, from time to time until it is completed, giving notice of such adjournment and specifying the new date by public proclamation at the time and place appointed for the sale. The mortgagor is entitled to a further right to redeem the premises at any time prior to the sale by paying the full amount due mortgagee plaintiff, including all costs and expenses of sale. Other terms to be announced at the time of the sale. Inquiries to auctioneer or mortgagee s counsel. Sale to be conducted by Tranzon Auction Properties, 93 Exchange Street, Portland, Maine ; or mcarey@tranzon.com. Community South Bank By: Elizabeth A. Glynn, Esq. Ryan Smith & Carbine, Ltd. PO Box 310 Rutland, VT Attorney for Mortgagee/Plaintiff 17

21 SALE & PURCHASE AGREEMENT THIS IS A LEGALLY BINDING CONTRACT Received from (Purchaser s Full Name) of (Address) SS# the sum of Ten Thousand Dollars, ($10,000.00), with the deposit to be increased to 10% of the sale price within 5 days of the public sale, (the Deposit ) and other valuable consideration, on account of the purchase of the following land and premises, foreclosed upon by Community South Bank (Transferor), owned by Robert B. Chernin and Celeste Chernin, the property located at 1882 East Mountain Road, in the Town of Killington, County of Rutland, State of Vermont, See Schedule A attached hereto and made a part hereof (Lot # 3 only) (the Property ). It is hereby agreed that Purchaser shall purchase, and the Property shall be transferred to Purchaser by Order of Confirmation of the Superior Court in accordance with 12 VSA section 4533 and the following terms and conditions: 1. Purchase Price. ($ ), U.S. Funds. Deposit will be credited. To be paid in certified funds or cash or wire transfer to Transferor at the closing. *The Property is subject to the prior mortgage given by Robert B. Chernin and Celeste Chernin to North American Savings Bank, F.S.B. as lender as assigned to CitiMortgage, Inc., recorded in the Town of Killington Land Records. CitiMortgage has also commenced a foreclosure action, in the Superior Court, Rutland Unit, as to its mortgage, Docket No Rdcv. The Court has issued the Clerk s Accounting in that action finding the amount due on the CitiMortgage as of October 4, 2012 being $307,131.78, with a per diem interest accrual of $ At closing, the high bidder will also pay the amount due to CitiMortgage for a discharge of the CitiMortgage mortgage per the Clerk s Accounting, which $310,000 includes the estimate of accrued interest (approximately 32 days). To be paid at Closing: $ $310,000.00* Total $ 2. The Deposit will be held by the Tranzon Auction Properties in a non-interest bearing trust account. 3. Transfer of title to the Property shall be by Order of Confirmation as issued by the Superior Court, Rutland Unit, pursuant to 12 VSA section 4533(b). 1 18

22 4. Transferor s obligation to transfer the Property is contingent upon a confirmation order of the Superior Court, Rutland Unit in the matter of Community South Bank v. Robert B. Chernin; Celeste Chernin; et al, Docket No Rdcv. This is the ONLY contingency of this agreement. THE DEPOSIT IS NONREFUNDABLE, except in the event that the court does not confirm the sale. If Purchaser does not close as required by this agreement, Purchaser forfeit s the deposit. 5. The Court has issued a writ of possession and the Property is vacant. Transferor shall not bear the risk of loss or damage to the Property by fire or other insured casualty for the benefit of the Purchaser. If the Purchaser wishes to have the Property insured for Purchaser s benefit, Purchaser must take the necessary actions and at his, her, its, their own expense. The Purchaser assumes all risk of loss or liability between the date of the auction to the Closing Date and recording of the Order of Confirmation in the appropriate land records. 6. The closing shall occur within thirty five (30) days of the public sale or within ten (10) days of Court Confirmation of the Sale by the Vermont Superior Court, Rutland Unit, Civil Division, whichever is later (the Closing ), at the office of counsel to Transferor, unless such other place as mutually agreeable by the parties. In the event the Purchaser shall fail to pay the balance of said purchase price on the Closing Date, Transferor, in addition to retaining the nonrefundable deposit, has the right to pursue all legal and equitable remedies provided by law. 7. Purchaser shall pay any property transfer tax and land gains tax due at closing. Transferor will prepare the Land Gains Tax Return, if required. 8. The sale is subject to the lien of all real estate taxes and all municipal assessments, and any applicable fire district assessments, if any, for the Property (delinquent and current). The taxes and assessments shall be paid by Purchaser over and above the Purchase Price at Closing. 9. The Property shall be sold subject to protective covenants if any, as stated in previous deeds and subject to all existing buildings lines and boundaries, if established, easements and restrictions of record, if any, and subject to all laws, permits, ordinances and regulations (including building and zoning ordinances) affecting the Property. The Property shall be sold subject to any and all encumbrances or title defects and no representations or warranties will be made concerning the status or quality of title the Purchaser will receive. Transferor shall not be responsible for remedying any defects in title. 10. The Property shall be sold, "AS IS, WHERE IS," with no representations or warranties, express or implied, of any kind, and subject to all superior liens, if any. Purchaser understands that the sale is made with no warranties, express or implied, or representations of any kind pertaining to said Property, the condition thereof, marketability of title, insurability, merchantability or any other matter pertaining thereto, including but not limited to matters relating to any boundaries, acreage, buildings, systems, environmental conditions or hazards on or affecting the Property, or compliance with federal, state, municipal laws, rules and regulations, including but not limited to zoning, subdivision, water, wastewater, health or environmental laws, rules or regulations. Expressly excluded from application to this sale are all warranties of merchantability, fitness for any particular purpose or any other warranties express or implied. It is further understood that no warranties or representations shall be made with respect to any matter relating to the Property, 2 19

23 including but not limited to compliance with permits of any kind, availability of permits, amended permits, amnesty, licenses, zoning variances, certificates of occupancy, stormwater or wastewater systems or permits, the environmental condition of the premises, any environmental hazard(s) thereon or any other matters pertaining to the marketability, insurability, merchantability and/or use of the subject Property. In no event is the Transferor or representative thereof, responsible for obtaining any permits, amended; permits or amnesty from permits to comply with any state, federal or municipal law, regulation or ordinance or for any other reason, or for making any repairs, upgrades, and/or treatments to the Property. Purchaser(s) fully understand that the Property is, or may be, in violation of federal, state or local laws, regulations, or permits. That Purchaser will be required to pay the balance of the purchase price and take title to this Property in its current state on the date of Closing. THE PURCHASER ASSUMES THE RISK OF ANY DEFECTS, AND EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE PURCHASE PRICE REFLECTS THE "AS IS, WHERE IS" CONDITION OF UNDISCLOSED DEFECTS. The above provisions and all disclaimers contained in this Agreement shall survive the Closing. 11. To the extent that any of the buildings on the property may have been constructed prior to 1978, Transferor advises Purchaser that its surfaces may contain lead paint. Purchaser has received the Vermont Lead Law Real Estate Transaction disclosures and the materials referred to therein as part of this Agreement. Transferor provides Purchaser with the disclosure and materials pursuant to Vermont s lead disclosure requirements for residential properties at 18 VSA Chapter 38 attached. The disclosure forms and education materials are available on the Vermont Department of Health website at: See also If Transferor is required to enforce any of its rights under this Agreement, it shall be entitled to recover from Purchaser its reasonable attorneys fees, court costs and other expenses incurred by it in connection with the enforcement of those rights or in defending an action brought by the Purchaser. 13. No personal property is being conveyed. 14. By execution of this Agreement, Purchaser represents that he/she has performed such due diligence that the Purchaser deems sufficient and as a result of such due diligence, Purchaser desires to enter into this Agreement to purchase and is not entering into this Agreement as a result of any advertisement or announcement or representations made by the Transferor and/or its selling agents or with the understanding that the purchase is subject to any further due diligence review. 15. Transferor and Purchaser agree that Tranzon Auction Properties as Auctioneers, retained by the Transferor brought about this sale and that Tranzon Auction Properties acted solely as AGENTS of the Court pursuant to the foreclosure in this transaction. 16. This Agreement contains the entire agreement of the parties, and it may not be amended subsequent to the execution hereof, except by a writing executed by each of the parties to this Agreement. Each party warrants and represents that it has the capacity, authority and ability to legally consummate the transaction set forth herein. 3 20

24 17. The parties agree that, with respect to the performance of their respective obligations hereunder, time is of the essence. 18. This Agreement shall benefit and bind both the Transferor and Purchaser and their respective heirs, executors, administrators, successors and assigns, and shall be governed by Vermont law. 19. The Addendum attached to this Agreement is hereby referred to and incorporated herein. 20. Purchaser acknowledges that this purchase is pursuant to the Judgment Order and Decree of Foreclosure by Judicial Sale, as amended, issued by the Vermont Superior Court, Rutland Unit, Civil Division, Docket No Rdcv. 21. WAIVER OF JURY TRIAL. PURCHASER AND TRANSFEROR EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT, THE OBLIGATIONS, ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND AGREE NOT TO SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE, OR HAS NOT BEEN, WAIVED. PURCHASER CERTIFIES THAT NEITHER THE TRANSFEROR NOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE TRANSFEROR WOULD NOT IN THE EVENT OF ANY SUCH PROCEEDING SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY. Initialed by Purchaser Initialed by Transferor Purchaser has read this Agreement with the Addendums and Exhibits and Schedules and understands the terms and is bound by its contents. Purchaser by execution of this Agreement acknowledges that this Agreement is subject to the disclaimers as stated herein and in the Addendums. THIS IS A LEGALLY BINDING CONTRACT. IN WITNESS WHEREOF, the Purchaser(s) has executed this Agreement at Killington, Vermont this 4 th day of October, IN THE PRESENCE OF: Witness Purchaser IN WITNESS WHEREOF, the Transferor has executed this Agreement at Killington, Vermont this 4 th day of October, IN THE PRESENCE OF: Witness For Community South Bank (Transferor) 4 21

25 PURCHASER S STATEMENT OF NON-RELATEDNESS I/We hereby state that I/we am/are not employed by Community South Bank or any of its subsidiaries or affiliated corporations (the Transferor ) nor am I related in any way with attorneys (solicitors) or agents retained by or on behalf of the Transferor in relation to the property that is the subject of this transaction and confirm that I am dealing at arm s length with the aforementioned parties. To the extent that any such relationships exist, the relationships are as follows: Dated: October 4, PURCHASER 5 22

26 ADDENDUM MADE PART OF SALE & PURCHASE AGREEMENT DISCLAIMER AS TO CONDITION OF PROPERTY The Property will be sold in its entirety, AS IS, WHERE IS, WITH ALL FAULTS (known or unknown), with no representations or warranties of any kind whatsoever, as a single unit, with the Purchaser taking all defects and risks associated with or connected with the Property. It is up to Purchaser to perform its own due diligence with respect to the Property prior to the auction that Purchaser deems sufficient. The transfer of the Property is AS-IS, WHERE-IS, with the Purchaser taking all defects and risks associated with or connected to the Property, including but not limited to all risks associated with the following: 1. Subject to such facts as an accurate survey and physical inspection of the premises may reveal. 2. Subject to easements, restrictions, agreements and all documents of record, if any. 3. Subject to the rights of tenants and other occupants, if any. 4. Subject to state and municipal ordinances, statutes and regulations, including zoning ordinances. 5. Subject to all liens of record not foreclosed, equitable or otherwise, whether or not filed. 6. Subject to all violations, if any, of environmental laws, rules, and regulations of the State of Vermont, the United States of America, and any political subdivision thereof, whether or not of record. 7. Subject to any defects or problems associated with the real estate or any improvements thereon. 8. Subject to all violations, if any, other than environmental in nature, of laws, rules and regulations of the State of Vermont, the United States of America, and any political subdivision thereof, whether or not of record. 9. Subject to prior mortgages and liens of record, if any. The Property is subject to the prior mortgage given by Robert B. Chernin and Celeste Chernin to North American Savings Bank, F.S.B. as lender as assigned to CitiMortgage, Inc., as recorded in the Town of Killington Land Records. CitiMortgage has also commenced a foreclosure action, in the superior Court, Rutland Unit, as to its mortgage, Docket No Rdcv. Purchaser agrees to accept the Property AS- IS, WHERE IS, WITH ALL FAULTS, and subject to the terms and conditions of the Auction and as set forth in the Agreement, notwithstanding the possible existence of hidden defects or other matters not visible or ascertainable from such inspections and Purchaser hereby expressly assumes the risk of any and all defects in the Property. Purchaser acknowledges that Transferor has made NO WARRANTIES OR REPRESENTATIONS concerning the condition of the Property; Transferor hereby EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF HABITABILITY; and Purchaser represents to Transferor as a material inducement to this Agreement, that Purchaser is relying solely on such inspections and examination, if any, that Purchaser has conducted prior to the Auction. DISCLAIMER AS TO LAND USE REGULATIONS AND PERMITS Purchaser acknowledges and represents that Transferor has made no representations in respect of, that Purchaser has conducted such investigations as Purchaser deems appropriate relating to, and Transferor hereby EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES pertaining to, and concerning all of the following: The applicability of state and local laws, rules and regulations concerning the ownership, use and occupancy of the property, including, but not limited to such laws, rules and regulations 6 23

27 concerning state and local land use, subdivision, zoning, health, public buildings, water supply, wastewater disposal, onsite sewage disposal, and the compliance of the Property with the same. Purchaser acknowledges that the Transferor has no responsibility to Purchaser for any hazardous waste, asbestos, oil, petroleum waste, lead paint, urea formaldehyde and other liability causing substances on, under or emitting from the Property. The existence, status and availability of all permits, licenses, approvals, and certificates of occupancy applicable to the Property, and the compliance of the Property with the same. Notwithstanding any other term or condition of the Agreement, any defect in the status of permits, licenses, approval or certificates of occupancy or noncompliance with any such laws, rules or regulations shall not be deemed a defect in marketability of title. Transferor is NOT guarantying or warranting marketable title. SURVIVAL OF TERMS AND INCLUSION IN ORDER OF CONFIRMATION Transferor s disclaimers and Purchaser s representations and acknowledgements contained in the Agreement and this Addendum shall not become merged in, but shall survive the Closing of the conveyance of title to Purchaser. At Transferor s election, the form and substance of disclaimers may be, but need not be set forth in the instrument of conveyance as further evidence of Purchaser s acceptance of the foregoing terms and conditions in the conveyance of the Property. Transferor: Community South Bank By: DATE: October 4, 2012 Duly Authorized Agent PURCHASER: DATE: October 4,

28 Schedule A TO WIT: Being all and the same lands and premises conveyed to Robert B. Chernin and Celeste Chernin by Warranty Deed of Gayle Gromada Zera dated August 9, 1993, and recorded in Book 135, Page 224 of the Town of Killington Land Records. (Lot #3) The property includes an easement over the existing roadway/driveway on Lot 2 for the benefit of Lot 3, pursuant to the terms of an Easement Deed dated February 3, 2012 from Robert B. Chernin and Celeste Chernin and recorded in the Town of Killington Land Records. Reference is hereby made to the above-mentioned instruments, the records thereof, and references therein made, and their respective records and references, in further aid of this description. 8 25

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45 STATE OF VERMONT SUPERIOR COURT Rutland Unit CIVIL DIVISION Docket No RDCV COMMUNITY SOUTH BANK Plaintiff vs. ROBERT B. CHERNIN; CELESTE CHERNIN; et al Defendants NOTICE OF FORECLOSURE SALE By virtue and in execution of the Power of Sale contained in certain Mortgage given by Robert B. Chernin and Celeste Chernin to Community South Bank dated February 15, 2007 and recorded in Book 293, Page 210 in the Town of Killington Land Records, for breach of the conditions of said Mortgage and for the purpose of foreclosing the same will be sold at Public Auction at 11:00 AM on October 11, 2012, at the site of the real property at 1882 East Mountain Road, Town of Killington, Vermont, all and singular the following premises: TO WIT: Being all and the same lands and premises conveyed to Robert B. Chernin and Celeste Chernin by Warranty Deed of Paula S. Gromada Catalano, dated August 9, 1993, and recorded in Book 135, Page 227 of the Town of Killington Land Records. (Lot #2) The property includes an easement over the existing roadway/driveway on Lot 2 for the benefit of Lot 3, pursuant to the terms of an Easement Deed dated February 3, 2012 from Robert B. Chernin and Celeste Chernin and recorded in the Town of Killington Land Records. Reference is hereby made to the above-mentioned instruments, the records thereof, and references therein made, and their respective records and references, in further aid of this description. The property will be sold in its entirety to the highest bidder as a single unit. It is up to each bidder to perform its own due diligence with respect to the property prior to the public sale that a bidder deems sufficient. The public sale of the Mortgaged Property will be as-is, where-is, with the purchaser taking all defects and risks associated with or connected to the property being sold, including but not limited to all risks associated with the following: a. Subject to such facts as an accurate survey and physical inspection of the premises may reveal. b. Subject to easements, restrictions, agreements and all documents of record, if any. c. Subject to unpaid taxes, assessments, water and sewer liens, if any. d. Subject to the rights of tenants and other occupants, if any. e. Subject to state and municipal ordinances, statutes and regulations, including zoning ordinances. f. Subject to all liens of record not foreclosed, equitable or otherwise, whether or not filed. g. Subject to all violations, if any, of environmental laws, rules, and regulations of the State of Vermont, the United States of America, and any political subdivision thereof, whether or not of record. h. Subject to any defects or problems associated with the real estate or any improvements thereon. 42

46 i. Subject to all violations, if any, other than environmental in nature, of laws, rules and regulations of the State of Vermont, the United States of America, and any political subdivision thereof, whether or not of record.. J Subject to prior mortgages of record, if any. The high bidder is responsible for the payment of the property taxes and municipal assessments, (delinquent and current, with all penalties and interest as of the date of closing on the sale of the property after confirmation of the sale by the Vermont Superior Court). In order to qualify to bid at the public sale, at the time of sale, interested persons, other than from the mortgagee, must present to the auctioneer a deposit of $10,000 in the form of cash, a bank treasurer's check, or certified funds, with the deposit to be increased to 10% of the sale price within 5 days of the public sale, if the deposit does not at least equal 10% of the sale price. The deposit is non-refundable. The mortgagee has the right to credit bid at the sale without producing any deposit. The remaining balance of the purchase price shall be paid in good funds at closing, to occur within thirty (30) days of the public sale or within ten (10) days of Court Confirmation of the Sale by the Vermont Superior Court, Rutland Unit, Civil Division, whichever is later. The sale is subject to confirmation by the Vermont Superior Court, Rutland Unit, Civil Division. The successful bidder, other than the mortgagee, will have to sign a purchase and sale agreement at the conclusion of the public sale. If the Plaintiff makes the highest bid, Plaintiff shall be required to pay cash or certified funds only to the extent that its bid is in excess of the sum due it by the Defendant Mortgagor up to the date of sale under the Judgment and Decree and the costs and expenses of the sale. The person holding the public sale may, for good cause, postpone the sale for a period of up to thirty (30) days, from time to time until it is completed, giving notice of such adjournment and specifying the new date by public proclamation at the time and place appointed for the sale. The mortgagor is entitled to a further right to redeem the premises at any time prior to the sale by paying the full amount due mortgagee plaintiff, including all costs and expenses of sale. Other terms to be announced at the time of the sale. Inquiries to auctioneer or mortgagee s counsel. Sale to be conducted by Tranzon Auction Properties, 93 Exchange Street, Portland, Maine ; or mcarey@tranzon.com. Community South Bank By: Elizabeth A. Glynn, Esq. Ryan Smith & Carbine, Ltd. PO Box 310 Rutland, VT Attorney for Mortgagee/Plaintiff 43

47 SALE & PURCHASE AGREEMENT THIS IS A LEGALLY BINDING CONTRACT Received from (Purchaser s Full Name) of (Address) SS# the sum of Ten Thousand Dollars, ($10,000.00), with the deposit to be increased to 10% of the sale price within 5 days of the public sale, (the Deposit ) and other valuable consideration, on account of the purchase of the following land and premises, foreclosed upon by Community South Bank (Transferor), owned by Robert B. Chernin and Celeste Chernin, the undeveloped lot located at 1882 East Mountain Road, in the Town of Killington, County of Rutland, State of Vermont, See Schedule A attached hereto and made a part hereof (Lot # 2 only) (does not include Lot #3 with house) (the Property ). It is hereby agreed that Purchaser shall purchase, and the Property shall be transferred to Purchaser by Order of Confirmation of the Superior Court in accordance with 12 VSA section 4533 and the following terms and conditions: 1. Total Purchase Price is ($ ), U.S. Funds, with the balance after crediting the deposit referenced above, to be paid in certified funds or cash or wire transfer to Transferor at the closing. 2. The Deposit will be held by the Tranzon Auction Properties in a non-interest bearing trust account. 3. Transfer of title to the Property shall be by Order of Confirmation as issued by the Superior Court, Rutland Unit, pursuant to 12 VSA section 4533(b). 4. Transferor s obligation to transfer the Property is contingent upon a confirmation order of the Superior Court, Rutland Unit in the matter of Community South Bank v. Robert B. Chernin; Celeste Chernin; et al, Docket No Rdcv. This is the ONLY contingency of this agreement. THE DEPOSIT IS NONREFUNDABLE, except in the event that the court does not confirm the sale. If Purchaser does not close as required by this agreement, Purchaser forfeit s the deposit. 5. The Court has issued a writ of possession and the Property is vacant. Transferor shall not bear the risk of loss or damage to the Property by fire or other insured casualty for the benefit of the Purchaser. If the Purchaser wishes to have the Property insured for Purchaser s benefit, Purchaser must take the necessary actions and at his, her, its, their own expense. The Purchaser assumes all risk of loss or liability between the date of the auction to the Closing Date and recording of the Order of Confirmation in the appropriate land records. 6. The closing shall occur within thirty (30) days of the public sale or within ten (10) days of Court Confirmation of the Sale by the Vermont Superior Court, Rutland Unit, Civil Division, whichever is later (the Closing ), at the office of counsel to Transferor, unless such other place as mutually agreeable by the parties. 1 44

48 In the event the Purchaser shall fail to pay the balance of said purchase price on the Closing Date, Transferor, in addition to retaining the nonrefundable deposit, has the right to pursue all legal and equitable remedies provided by law. 7. Purchaser shall pay any property transfer tax and land gains tax due at closing. Transferor will prepare the Land Gains Tax Return, if required. 8. The sale is subject to the lien of all real estate taxes and all municipal assessments, and any applicable fire district assessments, if any, for the Property (delinquent and current). The taxes and assessments shall be paid by Purchaser over and above the Purchase Price at Closing. 9. The Property shall be sold subject to protective covenants if any, as stated in previous deeds and subject to all existing buildings lines and boundaries, if established, easements and restrictions of record, if any, and subject to all laws, permits, ordinances and regulations (including building and zoning ordinances) affecting the Property. The Property shall be sold subject to any and all encumbrances or title defects and no representations or warranties will be made concerning the status or quality of title the Purchaser will receive. Transferor shall not be responsible for remedying any defects in title. 10. The Property shall be sold, "AS IS, WHERE IS," with no representations or warranties, express or implied, of any kind, and subject to all superior liens, if any. Purchaser understands that the sale is made with no warranties, express or implied, or representations of any kind pertaining to said Property, the condition thereof, marketability of title, insurability, merchantability or any other matter pertaining thereto, including but not limited to matters relating to any boundaries, acreage, buildings, systems, environmental conditions or hazards on or affecting the Property, or compliance with federal, state, municipal laws, rules and regulations, including but not limited to zoning, subdivision, water, wastewater, health or environmental laws, rules or regulations. Expressly excluded from application to this sale are all warranties of merchantability, fitness for any particular purpose or any other warranties express or implied. It is further understood that no warranties or representations shall be made with respect to any matter relating to the Property, including but not limited to compliance with permits of any kind, availability of permits, amended permits, amnesty, licenses, zoning variances, certificates of occupancy, stormwater or wastewater systems or permits, the environmental condition of the premises, any environmental hazard(s) thereon or any other matters pertaining to the marketability, insurability, merchantability and/or use of the subject Property. In no event is the Transferor or representative thereof, responsible for obtaining any permits, amended; permits or amnesty from permits to comply with any state, federal or municipal law, regulation or ordinance or for any other reason, or for making any repairs, upgrades, and/or treatments to the Property. Purchaser(s) fully understand that the Property is, or may be, in violation of federal, state or local laws, regulations, or permits. That Purchaser will be required to pay the balance of the purchase price and take title to this Property in its current state on the date of Closing. THE PURCHASER ASSUMES THE RISK OF ANY DEFECTS, AND EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE PURCHASE PRICE REFLECTS THE "AS IS, WHERE IS" CONDITION OF UNDISCLOSED DEFECTS. The above provisions and all disclaimers contained in this Agreement shall survive the Closing. 11. If Transferor is required to enforce any of its rights under this Agreement, it shall be entitled to recover from Purchaser its reasonable attorneys fees, court costs and other expenses incurred 2 45

49 by it in connection with the enforcement of those rights or in defending an action brought by the Purchaser. 12. No personal property is being conveyed. 13. By execution of this Agreement, Purchaser represents that he/she has performed such due diligence that the Purchaser deems sufficient and as a result of such due diligence, Purchaser desires to enter into this Agreement to purchase and is not entering into this Agreement as a result of any advertisement or announcement or representations made by the Transferor and/or its selling agents or with the understanding that the purchase is subject to any further due diligence review. 14. Transferor and Purchaser agree that Tranzon Auction Properties as Auctioneers, retained by the Transferor brought about this sale and that Tranzon Auction Properties acted solely as Agents of the Court pursuant to the foreclosure in this transaction. 15. This Agreement contains the entire agreement of the parties, and it may not be amended subsequent to the execution hereof, except by a writing executed by each of the parties to this Agreement. Each party warrants and represents that it has the capacity, authority and ability to legally consummate the transaction set forth herein. 16. The parties agree that, with respect to the performance of their respective obligations hereunder, time is of the essence. 17. This Agreement shall benefit and bind both the Transferor and Purchaser and their respective heirs, executors, administrators, successors and assigns, and shall be governed by Vermont law. 18. The Addendum attached to this Agreement is hereby referred to and incorporated herein. 19. WAIVER OF JURY TRIAL. PURCHASER AND TRANSFEROR EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT, THE OBLIGATIONS, ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND AGREE NOT TO SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE, OR HAS NOT BEEN, WAIVED. PURCHASER CERTIFIES THAT NEITHER THE TRANSFEROR NOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE TRANSFEROR WOULD NOT IN THE EVENT OF ANY SUCH PROCEEDING SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY. Initialed by Purchaser Initialed by Transferor Purchaser has read this Agreement with the Addendums and Exhibits and Schedules and understands the terms and is bound by its contents. Purchaser by execution of this Agreement acknowledges that this Agreement is subject to the disclaimers as stated herein and in the Addendums. 3 46