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TERMS AND CONDITIONS OF BIDDING AND PURCHASE FOR CONNECTICUT REAL ESTATE AT BANKRUPTCY COURT AUCTION     1. REGISTRATION. ALL BIDDERS ARE REQUIRED TO REGISTER PRIOR TO THE AUCTION, COMPLETE A 'BIDDING PACKET' WITH ABSOLUTE AUCTION CENTER, 45 SOUTH AVE., P.O. BOX 1739, PLEASANT VALLEY, NY 12569 (“AAR”) , TENDER A DEPOSIT OF EITHER $50,000.00 OR $25,000 DEPENDING ON THE PROPERTY BEING BID ON VIA WIRE TRANSFER OR GUARANTEED FUNDS (BANK OR CERTIFIED CHECK MADE PAYABLE TO ZEISLER & ZEISLER, PC TRUSTEE AND DELIVER/MAIL TO ZEISLER & ZEISLER, PC, ATTENTION MATTHEW K. BEATMAN, ESQ.  WIRE TRANSFERS SHALL BE SENT DIRECTLY TO ZEISLER & ZEISLER, PC TRUSTEE ON INSTRUCTIONS AVAILABLE UPON REQUEST.         IN THE EVENT OF A SUCCESSFUL BID, BIDDER APPROVES APPLYING SAID FUNDS TOWARD THE 10% DOWNPAYMENT. SELLERS RESERVE THE RIGHT TO DECLINE REGISTRATION IF FORMS ARE NOT COMPLETED, DEPOSIT IS NOT PROPERLY PAID OR ADDITIONAL INFORMATION IS NOT PROVIDED.     2. BID PROCEDURES AND BUYER PREMIUM IF A BIDDER IS DETERMINED AND APPROVED BY THE COURT AFTER THE AUCTION TO HAVE SUBMITTED THE HIGHEST AND BEST BID IF THE SELLERS REQUEST COURT APPROVAL OF SUCH BID (THE “APPROVED WINNING BID”) FOR A PARTICULAR PROPERTY (THE “HIGHEST BID”), THAT BIDDER WILL BE THE HIGHEST BIDDER. THE HIGHEST BIDDER IS REQUIRED TO SUPPLEMENT ITS DEPOSIT WITHIN 24 HOURS AFTER THE AUCTION IS CONDUCTED, SO THAT IT HAS PAID TO THE SELLERS A TOTAL NONREFUNDABLE DEPOSIT IN GOOD FUNDS EQUAL TO TEN PERCENT (10%) OF THE SUM OF THE APPROVED WINNING BID PLUS THE 5% BUYER’S PREMIUM (AS NOTED HEREIN) AND SIGN ANY NECESSARY PURCHASE AND SALE AGREEMENTS PREPARED BY THE SELLERS. THE BALANCE OF THE APPROVED WINNING BID SHALL BE PAID BY THE HIGHEST BIDDER IN FULL UPON CLOSING, TIME BEING OF THE ESSENCE. IN ADDITION TO PAYING THE APPROVED WINNING BID AMOUNT TO THE SELLERS AT CLOSING, THE HIGHEST BIDDER SHALL ALSO BE RESPONSIBLE FOR AND PAY AN ADDITIONAL FEE, CALLED A BUYER'S PREMIUM, EQUAL TO FIVE PERCENT (5%) OF THE APPROVED WINNING BID TO AND FOR THE BENEFIT OF AAR AT CLOSING, TIME BEING OF THE ESSENCE. A BID FOR A PROPERTY CANNOT CONTAIN ANY FINANCING CONTINGENCIES OF ANY KIND. IF THE BID OF A BIDDER IS DEEMED TO BE THE SECOND HIGHEST AND BEST BID FOR A PROPERTY BY THE COURT (THE “SECOND BEST BID”), THAT BIDDER SHALL BE DEEMED TO BE THE SECOND BEST BIDDER, AND SECOND BEST BID IS IRREVOCABLE UNTIL 22 DAYS AFTER THE DATE THAT THE HIGHEST BIDDER IS REQUIRED TO CLOSE (AND THE SECOND BEST BID MAY NOT BE REVOKED IF THE HIGHEST BIDDER FAILS TO CLOSE); AND THE BIDDER’S BOARD OF DIRECTORS (OR COMPARABLE GOVERNING BODY) HAS AUTHORIZED THE SUBMISSION, EXECUTION, DELIVERY OF ALL NECESSARY DOCUMENTATION AND CLOSING OF THE PURCHASE OF A PROPERTY IF IT IS THE HIGHEST BIDDER OR SECOND BEST BIDDER.     THE BIDDER ACKNOWLEDGES THAT THE PROPERTIES BEING SOLD AT AUCTION ARE BEING SOLD "AS IS" AND "WHERE IS" WITHOUT ANY REPRESENTATIONS OR WARRANTIES; AND ALL BIDDERS WILL BE REQUIRED TO COMPLETE NECESSARY DOCUMENTATION NECESSARY TO PARTICIPATE IN THE AUCTION INCLUDING AGREEING TO THE TERMS OF THE AUCTION, PROVIDING GOVERNMENT ISSUED IDENTIFICATION, GOOD FUNDS FOR THE DEPOSIT IN THE REQUIRED AMOUNT PER PROPERTY AND PROOF OF FUNDS TO COVER AT LEAST THE MINIMUM BID FOR EACH PROPERTY THEY DESIRE TO BID ON. ADDITIONALLY, ONLINE ONLY BIDDERS WILL BE REQUIRED TO HAVE ALL DOCUMENTS NOTARIZED AND MAILED IN TO AND RECEIVED BY AAR ALONG WITH GOOD FUNDS IN THE FORM OF A BANK CHECK PRIOR TO THE AUCTION.     PRIOR TO THE AUCTION, EACH BIDDER MUST TENDER A DEPOSIT IN THE FORM OF A CERTIFIED OR BANK CHECK IMMEDIATELY AVAILABLE FUNDS PAYABLE TO THE ORDER OF ZEISLER & ZEISLER, P.C., TRUSTEE AND DELIVERED TO 10 MIDDLE STREET, 15TH FLOOR, BRIDGEPORT, CT 06604, ATTN: MATTHEW K. BEATMAN, ESQ., 203-368-4234, EXT. 233 AS ESCROW AGENT TO BE HELD (BUT NOT NECESSARILY DEPOSITED) BY SELLERS COUNSEL, IN AN AMOUNT EQUAL TO THE FOLLOWING BASED ON THE PROPERTY THEY INTEND TO BID ON (THE “DEPOSIT”).     A.        7, 9 AND 13 MIRY BROOK ROAD - $50,000.00 B.       25 MIRY BROOK ROAD - $25,000.00 C.        38 MIRY BROOK ROAD- $25,000.00 D.      15 MIRY BROOK ROAD - $25,000.00     A BIDDER ON 25, 38 OR 15 MIRY BROOK ROAD NEED ONLY POST A SINGLE $25,000.00 DEPOSIT TO BID ON ANY ONE OF THESE PROPERTIES.     FOR EACH PROPERTY, THE DEPOSIT OF THE HIGHEST BIDDER WILL BE APPLIED AS A CREDIT AGAINST THE APPROVED WINNING BID FOR THE HIGHEST BIDDER. IF THE HIGHEST BIDDER IS UNABLE TO CLOSE THE SALE OF THE PROPERTY IT IS BUYING BY THE CLOSING DATE SELECTED BY SELLERS COUNSEL WITHIN 35 DAYS AFTER THE SALE HEARING SCHEDULED ON APRIL 17, 2018 AT 10 AM AT THE U.S. BANKRUPTCY COURT, DISTRICT OF CONNECTICUT AT NEW HAVEN, 157 CHURCH STREET, 18TH FLOOR, NEW HAVEN, CT TIME BEING OF THE ESSENCE, THE DEPOSIT TOGETHER WITH ANY ADDITIONAL DEPOSITS PAID BY THE HIGHEST BIDDER SHALL BE AND IS DEEMED FORFEITED BY THE HIGHEST BIDDER AND RELEASED TO THE SELLERS ESTATE FREE AND CLEAR OF ANY CLAIMS AND INTERESTS.                                                                                                         AT SUCH POINT, THE HOLDER OF THE SECOND BEST BID AS DETERMINED BY THE COURT AT THE AUCTION (THE “SECOND BEST BIDDER”) SHALL HAVE 48 HOURS TO SUPPLEMENT ITS DEPOSIT SO THAT IT HAS PAID TO THE SELLERS ESTATE AN AMOUNT EQUAL TO TEN PERCENT OF THE SECOND BEST BID PLUS THE 5% BUYER’S PREMIUM AS A DEPOSIT AND TWENTY-ONE (21) DAYS TO CLOSE, TIME BEING OF THE ESSENCE. IF THE SECOND BEST BIDDER IS UNABLE TO CLOSE THE SALE OF THE PROPERTY THAT IT IS BUYING BY THE CLOSING DATE SELECTED BY SELLERS COUNSEL, TIME BEING OF THE ESSENCE, ALL DEPOSITS (INCLUDING THE DEPOSIT) PAID BY THE SECOND BEST BIDDER SHALL BE AND ARE DEEMED FORFEITED BY THE SECOND BEST BIDDER AND RELEASED TO THE SELLERS ESTATE FREE AND CLEAR OF ANY CLAIMS AND INTERESTS. THE DEPOSIT OF THE SECOND BEST BIDDER WILL BE REFUNDED (WITHOUT INTEREST) NO LESS THAN 22 DAYS AFTER THE DATE THAT THE HIGHEST BIDDER IS REQUIRED TO CLOSE (UNLESS, AT THAT TIME, THE SALE OF A PARTICULAR PROPERTY THAT HAS BEEN BID ON BY THE SECOND BEST BIDDER IS EITHER (A) COMPLETED WITH THE HIGHEST BIDDER, (B) COMPLETED WITH THE SECOND BEST BIDDER, IN WHICH CASE SUCH DEPOSIT WILL BE APPLIED TOWARD ITS SALES PRICE OR, (C) THE HIGHEST BIDDER HAS NOT TIMELY CLOSED AND THE SECOND BEST BIDDER HAS NOT TIMELY CLOSED, IN WHICH CASE THE DEPOSITS OF THE SECOND BEST BIDDER SHALL BE FORFEITED TO THE ESTATE.  AS A CONDITION OF CLOSING, THE ADDITIONAL 5% BUYER’S PREMIUM (CALCULATED ON THE HIGHEST BID OR SECOND BEST BID AS THE CASE MAY BE AS SET FORTH HEREIN) SHALL ALSO BE PAID AT CLOSING BY THE HIGHEST BIDDER OR, IF IT FAILS TO CLOSE, BY THE SECOND BEST BIDDER.  THE DEPOSITS OF ALL OTHER POTENTIAL BIDDERS WILL BE REFUNDED OR RETURNED (WITHOUT INTEREST) NOT EARLIER THAN THREE BUSINESS DAYS AFTER THE SALE HEARING BY LAW FIRM CHECK OR BANK CHECK IF BANK CHECK WAS TENDERED, OR OTHER CHECK AS DETERMINED BY SELLERS COUNSEL IN HIS SOLE DISCRETION. SELLERS COUNSEL WILL NOT REFUND ANY DEPOSIT BY WIRE TRANSFER OR REISSUE BANK OR CERTIFIED CHECKS AND MAY HOLD AND NOT DEPOSIT BANK OR CERTIFIED CHECKS PENDING THE OUTCOME OF THE AUCTION.     THE FOLLOWING ARE THE MINIMUM BIDS THAT A BIDDER MUST MAKE FOR EACH PROPERTY ON WHICH THEY INTEND TO MAKE A BID AT THE AUCTION: A.        7, 9 AND 13 MIRY BROOK ROAD- $1,100,000.00 B.       25 MIRY BROOK ROAD - $270,000.00 C.        38 MIRY BROOK ROAD- $300,000.00 D.       15 MIRY BROOK ROAD- $170,000.00     3. DEFAULT: HIGHEST BIDDER AGREES THAT FAILURE TO TIMELY AND COMPLETELY ACKNOWLEDGE AND REMIT THE PURCHASE AND SALE AGREEMENT AS OUTLINED IN PARAGRAPH 2 ABOVE, AND, OR, FAILURE TO FUND THE BALANCE OF THE TEN PERCENT DOWNPAYMENT AS OUTLINED IN PARAGRAPH 3 ABOVE SHALL CONSTITUTE DEFAULT BY HIGHEST BIDDER. IN THE EVENT OF DEFAULT, BIDDER’S DEPOSIT INCLUDING ANY SUPPLEMENTAL DEPOSITS SHALL BE FORFEITED. SELLER SHALL RETAIN ALL OTHER REMEDIES AVAILABLE BY LAW.     4. SECOND BEST BIDDER: THE SECOND BEST BIDDER AGREES THAT HIS/HER BID SHALL BE KEPT OPEN UNTIL SUCH TIME AS DETERMINED BY THE BANKRUPTCY COURT AT THE AUCTION AND SHALL BE REQUIRED TO SUPPLEMENT THE DEPOSIT AND CLOSE THE SALE IN THE EVENT THE SUCCESFUL BIDDER DOES NOT CLOSE UPON TERMS DETERMINED BY THE BANKRUPTCY COURT AND SET FORTH HEREIN.     5. CLOSING DOCUMENTS. SELLERS SHALL PROVIDE A LEGALLY RECORDABLE QUIT CLAIM DEED, AS IS WHERE IS AT CLOSING FOR EACH PROPERTY BEING SOLD.     6. REPRESENTATIONS AND WARRANTIES. BROKER AND SELLERS MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SUBJECT PROPERTIES, THEIR CONDITIONS OR USE OR PROPOSED USE OR COMPLIANCE WITH ZONING, SITE PLAN APPROVAL OR OTHER FEDERAL, STATE OR LOCAL LAWS. ANY MAPS, PLATS, SURVEYS, SITE PLANS, SUBDIVISION MAPS OR THE LIKE HAVE BEEN SUPPLIED BY SELLERS AND AAR MAKE NO REPRESENTATION, WARRANTIES OR GUARANTEES WITH RESPECT TO ANY FACT OR OPINION INCLUDING BUT NOT LIMITED TO LOCATIONS, DIMENSIONS, TRACK SIZES, SUITABILITY FOR USE, OR SUBSURFACE CONDITIONS.     7. REPRESENTATION. BY EXECUTION OF THIS AGREEMENT THE BIDDER ACKNOWLEDGES THE AAR REPRESENTS THE SELLERS, ONLY, AND THE COMMISSION PAID IN RESPECT TO THIS SALE IS IDENTIFIED AS A BUYER'S PREMIUM AS SET FORTH HEREIN. THIS IS A COMMISSION PAID BY THE BUYER TOAAR.     8. DETERMINATION OF DISPUTES. IN THE CASE OF DISPUTES, THE BROKER SHALL EXERCISE HIS OR HER BEST DISCRETION IN DETERMINING THE RESOLUTION OF CLAIMS, BUT ULTIMATE DETERMINATIONS WILL BE MADE BY THE BANKRUPCTY COURT. SUCH DECISION SHALL NOT BE THE SUBJECT OF ANY POST-AUCTION CLAIMS. NO TRANSFER SHALL BE RECOGNIZED FROM ONE BUYER TO ANOTHER. IN THE EVENT A DISPUTE SHOULD ARISE AFTER THE AUCTION, THE BANKRUPTCY COURT’S RECORDS SHALL BE CONCLUSIVE. BIDDER AGREES THAT LITIGATION CONCERNING THE AUCTION OR DEPOSITS SHALL BE CONDUCTED IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF CONNECTICUT, NEW HAVEN DIVISION.     9. PRIVACY OF AUCTION.  THE BANKRUPTCY COURT RESERVES THE RIGHT TO REFUSE ADMITTANCE TO ANY PERSON.     10. INDEMNITY PROVISIONS. BY EXECUTION OF THIS AGREEMENT, BIDDER AGREES TO BEAR RESPONSIBILITY TO SELLERS FOR ANY CHARGES, CLAIMS OR EXPENSES INCURRED BY REASON OF ANY VIOLATION, BREACH OR DEFAULT IN RESPECT TO THESE TERMS AND CONDITIONS, INCLUDING, REASONABLE ATTORNEY'S FEES, COURT COSTS, THE COST OF RE-SALE, AND REMARKETING COSTS. THE FOREGOING REMEDIES ARE NOT EXCLUSIVE.     11. GENERAL PROVISIONS. NOTWITHSTANDIBG ANYTHIBG HEREIN TO THE CONTRARY ALL BIDS TENDERED FOR AUCTION ARE SUBJECT TO THE APPROVAL OF THE SELLERS AND THE BANKRUPTCY COURT. THE PROVISIONS HEREIN MADE CANNOT BE ALTERED EXCEPT IN WRITING, AND ANY PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED IN ACCORD WITH CONNECTICUT LAW.  THIS AGREEMENT SHALL NOT BE INTERPRETED OR CONSTRUED IN A MANNER WHICH CREATES A NEGATIVE INFERENCE BASED UPON THE FACT THAT THE BROKER PREPARED THE AGREEMENT. FACSIMILE AND ELECTRONIC SIGNATURES SHALL BE CONSIDERED BINDING. IN SUCH EVENT ANY PROVISION HEREIN IS DEEMED ILLEGAL, VOID OR UNENFORCEABLE BY A COURT OF LAW, IT SHALL NOT IMPACT THE BODY OR BALANCE OF THE AGREEMENT.     12. INTERPRETATION. INTERPRETATION OF THIS AGREEMENT SHALL BE CONSISTENT ANY ORDER OF THE BANKUPTCY COURT AND WITH THE PURCHASE AND SALE AGREEMENT, IT BEING THE STATED INTENT THAT THIS DOCUMENT AND THE PURCHASE AND SALE AGREEMENT ARE TO BE READ AS INTEGRATED DOCUMENTS CONFERRING THE SAME RIGHTS AND OBLIGATIONS TO A WINNING BIDDER.     13. FORFEITURE OF ALL DEPOSITS UPON DEFAULT. IN THE EVENT BUYER FAILS TO TIMELY ABIDE THE TERMS AND CONDITIONS SET FORTH HEREIN, ANY ORDER OF THE BANKRUPTCY COURT OR THE OBLIGATIONS ARISING FROM THE PURCHASE AND SALE CONTRACT EXECUTED IN CONJUNCTION WITH THIS SALE, BUYER ACKNOWLEDGES HE OR SHE SHALL FORFEIT ALL MONIES DEPOSITED AS LIQUIDATED DAMAGES. BY EXECUTION OF THIS AGREEMENT, BIDDER ACKNOWLEDGES THIS IS A NEGOTIATED RESULT, AND THE FORFEITURE OF SAID SUMS OF MONEY DO NOT CONSTITUTE A PENALTY.  In the event of a default by Buyer, the retention of the deposit by Seller and the loss of  the deposit by Buyer is because 1) the damage expected as result of a default by the buyer is uncertain in amount or difficult to prove; (2) the parties intend to liquidate damages in advance; and (3) the amount of all monies deposited is reasonable and not greatly disproportionate to the amount of the damage which, as the parties look forward, seemed to be the presumable loss that would be sustained in the event of a breach of the contract. TIME SHALL BE OF THE ESSENCE WITH REGARD TO BUYER’S PERFORMANCE IN ALL MATTERS REGARDING THE SALE, INCLUDING PAYMENT OF ANY SUPPLEMENTAL DEPOSIT.   14. CONSENT TO JURISDICTION OF THE BANKRUPTCY COURT IN CONNECTICUT.     By participating in the Auction, all Bidders irrevocably consent to the jurisdiction of the United States Bankruptcy Court, District of Connecticut, New Haven Division, to determine all disputes under or regarding the auction and sale, including but limited to the bidding procedures and process, deposits, and closing issues. Any disputes concerning the sale of the Real Property shall be determined by the Bankruptcy Court which shall retain sole and exclusive jurisdiction over all such matters.     15.  USE OF ELECTRONIC DEVICES AT AUCTION     THE USE OF ELECTRONIC DEVICES (INCLUDING CELL PHONES, COMPUTERS AND TABLETS) ARE GENERALLY NOT PERMITTED IN THE COURTROOM BY PARTIES. HOWEVER, THE BANKRUPTCY COURT WILL ALLOW, AS PART OF THIS CASE, INVOLVING A COURT ORDERED AUCTION THE FOLLOWING:     A SINGLE REPRESENTATIVE FROM EACH QUALIFIED BIDDER AT THE AUCTION MAY BE PERMITTED, AT THEIR OWN EXPENSE, TO BRING INTO THE COURTROOM AND TO BE PLACED ON SILENT OR VIBRATE MODE WITHOUT INTERRUPTING, DISRUPTING OR INTERFERING WITH ANY COURTROOM PROCEEDING INCLUDING THE AUCTION, ONE OF THE FOLLOWING DEVICES FOR THE AUCTION: A CELL PHONE; OR A LAPTOP; OR A TABLET DEVICE.     NOTWITHSTANDING THE FOREGOING AUTHORIZATION, (A) THE COURT SHALL NOT PROVIDE ACCESS TO THE INTERNET, WIFI, OR CELL SERVICE AND PARTIES ARE RESPONSIBLE FOR OBTAINING THEIR INTERNET, WIFI AND CELL PHONE CONNECTIVITY AT THEIR OWN EXPENSE; (B) THE COURT RESERVES THE RIGHT TO RESTRICT OR BAN THE USE OF ANY ELECTRONIC DEVICE IN THE COURTROOM OR CONFISCATE A DEVICE IF IMPROPERLY USED; (C) THERE SHALL THERE BE NO RECORDING OR BROADCAST OF THE AUCTION OR PROCEEDINGS IN THE COURTROOM WHETHER BY AUDIO, VIDEO OR BOTH; AND (D) THE BANKRUPTCY COURT RESERVES THE RIGHT TO FURTHER MODIFY OR LIMIT THE TERMS OF THIS PARAGRAPH. THE FAILURE TO COMPLY WITH THE PROVISIONS OF THIS PARAGRAPH ARE PUNISHABLE BY CONTEMPT BY THE BANKRUPTCY COURT.