Venable LLP, Solicitors
210 Allegheny Avenue
Towson, MD 21285-5517

U.C.C. SECURED PARTY AUCTION

100% of the Membership Interests
- in -
"MONTROSE INVESTMENT HOLDINGS, LLC"
(a Delaware limited liability company)
Sole Member of Triton Pavilion, LLC, a Delaware limited liability company, which
is the Sole Member of Pavilion LLC, a Maryland limited liability company


- Pavilion LLC Being the Owner of -
"THE MONTEREY"
APARTMENT OR CONDOMINIUM REDEVELOPMENT
- of -
Photos of auction property
CONCEPT DRAWING
EXTERIOR VIEW #1
VIEW #2   VIEW #3


434 High-Rise Apartment Units
4 Lobby-Level Retail Units
692 Parking Spaces



Sale On Premises
5901 MONTROSE ROAD
From Capital Beltway (I-495) Exit 34 follow Rockville Pike
north 2.7 miles to Montrose Road, turn left to property

Rockville, Montgomery County, MD 20852

WEDNESDAY, MAY 9, 2007
AT 11 A.M.


LOCATION MAP

       By virtue of the power and authority contained in a Membership Interests Pledge and Security Agreement dated as of November 8, 2005, made by Brian A. McCormick, a resident of the State of Maryland, and Charles W. Moore, a resident of the State of New York (hereinafter collectively "Pledgor"), in favor of CBRE Realty Finance TRS, LLC, a Delaware limited liability company (together with its successors and assigns, the "Secured Party"), securing the obligations of Montrose Investment Holdings, LLC ("Borrower" or the "Company"), and pursuant to the Maryland Uniform Commercial Code, the Secured Party will offer for sale at public auction all that property described in said Pledge and Security Agreement as follows:

       The entire membership interests of the Pledgor in the Company, and all substitutions, additions, interest, dividends and other distributions arising out of or in respect thereof, all books, records and papers and general intangibles relating thereto, and all products and proceeds, both cash and non-cash, arising out of or in respect of any of the foregoing (the "Membership Interests").

       A certificate of formation of the Company was filed with the Delaware Secretary of State on May 10, 2005. Pledgor entered into a Limited Liability Company Agreement dated as of August 23, 2005, and amended and restated as of November 8, 2005.

       The Company is the sole member and sole managing member of Triton Pavilion, LLC, a Delaware limited liability company ("Triton Pavilion"). Triton Pavilion is the sole member and sole managing member of Pavilion LLC ("Pavilion"), a Maryland limited liability company. Pavilion is the fee owner of a certain parcel of land located in Montgomery County, Maryland, bearing a street address of 5901 Montrose Road, Rockville, Montgomery County, Maryland 20852, which property is more particularly described as follows (the "Real Property"):

       Parcel lettered "F" in a subdivision known as "Montrose" as per plat thereof recorded as Plat No. 21858 among the land records of Montgomery County, Maryland, saving and excepting any units and any interests relating to such units that have been conveyed by Pavilion.

IMPROVEMENTS

       "The Monterey" is a sixteen-story masonry and steel apartment building, constructed in 1967, renovated in 2004-2005 and currently being renovated for a condominium conversion. The improvements are situated on 3.2701 acres of land, zoned C-2, general commercial. The building is believed to contain 434 residential apartment units as follows:

176 - One-bedroom, one bath units (approximately 677 to 858 sf.)
32 - Two-bedroom, one bath units (approximately 1,142 sf.)
178 - Two-bedroom, two bath units (approximately 1,114 to 1,483 sf.)
48 - Three-bedroom, two bath units (approximately 1,422 to 1,813 sf.)

       Current renovations began in March 2006, and as of February 12, 2007, 4 units have been renovated, 214 units are in various stages of renovation and 216 units are unrenovated. In addition, the building has four lobby-level retail units (totaling approximately 5,196 sf.). The complex includes a swimming pool, sundeck, fitness center, business center, library, conference room, 692 garage and surface parking spaces and four (4) 2,500-lb. capacity elevators. The high-rise building, garage and surface parking and other improvements located on the Real Property, together with the Real Property, are referred to herein as the "Property."

       Floor plans and additional information may be found at: The Monterey Condominium's Web Site.

CERTAIN OBLIGATIONS OF THE COMPANY

       The Company is obligated to the Secured Party pursuant to that Promissory Note dated as of November 8, 2005 in the original principal amount of $31,946,650, together with interest, fees and other amounts due under such Promissory Note and related loan documents. The purchase price paid by the purchaser for the Membership Interests shall be a credit against the indebtedness owed by the Company to the Secured Party. The Company may also have other obligations and liabilities.

CERTAIN OBLIGATIONS OF TRITON PAVILION, LLC

       Triton Pavilion is obligated to Fremont Investment & Loan, a California Industrial Bank ("Senior Lender"), pursuant to that Secured Promissory Note dated as of November 10, 2005 (the "Senior Note") in the original principal amount of $130,000,000 (the "Senior Loan"). As of March 12, 2007, the outstanding principal amount of the Senior Loan was believed to be $103,571,973.51. Triton Pavilion may also have other obligations and liabilities.

CERTAIN OBLIGATIONS OF PAVILION LLC

       Pavilion has guaranteed the obligations of Triton Pavilion to Senior Lender with respect to the Senior Loan. Pavilion's obligations under its guaranty of the Senior Loan are secured by, among other things, an Indemnity Deed of Trust and Fixture Filing dated as of November 10, 2005 in favor of trustees named therein for the benefit of the Senior Lender, recorded among the aforesaid Land Records at Liber 31233, Folio 613 (the "Deed of Trust"). Pavilion also granted to Senior Lender a security interest in all of its rights, title and interest to and under certain personal property, as well as all of its right, title and interest in all deposits, earnest money, offers to purchase, contracts or other agreements relating to the Property. Following the sale of the Membership Interests described in this advertisement, the Property will remain subject to the Deed of Trust and all other security interests granted by Pavilion to Senior Lender, as well as all other liens, easements, agreements, restrictions and covenants of record affecting the Property, if any. Pavilion may also have other obligations and liabilities.

NOTES

       All information contained herein as to the nature and description of the Membership Interests and the nature, description, qualifications and use of the Property have been obtained from sources deemed reliable or believed to be accurate. The Secured Party and their respective agents make no representations or warranties with respect to such information, and each bidder is responsible for independently determining the validity and accuracy of any information provided herein or any other information or materials upon which such bidder relies in submitting a bid.

       THE MEMBERSHIP INTERESTS DESCRIBED ABOVE, AND ANY RIGHTS RELATING THERETO, CONSTITUTE THE ONLY PROPERTY THAT WILL BE SOLD OR CONVEYED AT THE SALE. THE SECURED PARTY WILL NOT BE SELLING OR CONVEYING ANY DIRECT INTEREST IN THE PROPERTY.

TERMS OF SALE

       A deposit by cashier's or certified check of $1,000,000 shall be required of the purchaser at the time and place of sale. Deposit to be increased to 10% of the purchase price within 24 hours of the time of sale at the offices of the Auctioneers in the form of a cashier's or certified check or immediately available funds. The Secured Party or its affiliates, if a bidder, shall not be required to post a deposit. The balance of the purchase price to be paid by cashier's or certified check or such other form as Secured Party may determine acceptable, in its sole discretion, at settlement, which must occur within seven (7) days after the sale, unless such period is extended by the Secured Party, time being of the essence. If payment of the additional deposit or the balance of the purchase price does not take place when required hereunder, in addition to any other legal or equitable remedies available to it, the Secured Party may declare the entire deposit forfeited and resell the Membership Interests at the risk and cost of the defaulting purchaser. In such event, the defaulting purchaser shall be liable for the payment of any deficiency in the purchase price, all costs and expenses of both sales, attorney's fees and all other charges incurred by Secured Party. If the Membership Interests are purchased by someone other than the Secured Party or its affiliates, interest shall be paid by the purchaser on the unpaid purchase price at the rate of 13% per annum from the date of sale to the date of settlement, or such date that funds for the purchase price are received by the Secured Party. All settlement costs, including any taxes on the sale and any costs and expenses of the sale, including fees for the auctioneer, shall be paid by the purchaser. Additional terms may be announced at the time of sale.

       THE MEMBERSHIP INTERESTS SHALL BE SOLD ONLY AS A SINGLE BLOCK TO A SINGLE PURCHASER.

       Secured Party has the right to limit potential purchasers at the sale to those purchasers that can demonstrate, to the satisfaction of Secured Party, determined in Secured Party's sole discretion, that such purchaser is purchasing the Membership Interests for its own investment and not with a view to the distribution or sale of such Membership Interests. The Secured Party reserves (1) the right to accept any offer that, in its sole discretion, Secured Party determines to be acceptable, (2) the right to bid for and purchase the Membership Interests, (3) the right to modify or waive the requirements for bidders' deposits and terms of sale and/or settlement, (4) the right to withdraw the Membership Interests from the sale prior to acceptance of the final bid(s) and (5) the right to cancel or postpone the sale.

       The Membership Interests are being sold and conveyed subject to all matters known or unknown, in "AS IS, WHERE IS" condition. At the time of settlement, the Property will be in "AS IS, WHERE IS" condition. Neither the Secured Party nor any other party makes any warranty or representation, either expressed or implied, of any kind or nature regarding the Membership Interests, the Company or the Property, including, without limitation, the description, use, physical conditions, subdivision, zoning and environmental condition, compliance with applicable laws, ordinances or regulation, or fitness for a particular purpose of this Property, or the financial or operating condition of the Company, or the assets, obligations or liabilities of the Company. There is no warranty relating to title, possession, quiet enjoyment, or the like in this disposition.

       The purchaser shall assume the risk of loss for the Membership Interests and the Property immediately after the sale. The purchase shall result in the assumption of all liabilities associated with the Membership Interests, whether such liabilities arose before or arise after the sale.

       If the Secured Party is unable to convey the Membership Interests as described above, for any reason, the sole remedy of the purchaser at law or in equity shall be limited to the refund of the aforementioned deposit. Upon refund of the deposit to the purchaser, the sale shall be void and of no effect, and the purchaser shall have no further claims against the Secured Party. The conveyance of the Membership Interests by the Secured Party to the purchaser at settlement shall be by delivery of a transfer statement or a certificate representing the Membership Interests endorsed to the purchaser, without covenant or warranty of any kind whatsoever. The transfer statement or certificate representing the Membership Interests will bear an appropriate legend that the Membership Interests represented thereby may not be sold or transferred without registration under the Securities Act of 1933, as amended, or the availability of a valid exemption from such registration.

       At the time of sale, the purchaser shall be required to sign a contract of sale (the "Contract of Sale") which shall include, by reference, all the terms and conditions contained herein. The form of Contract of Sale, which contains additional disclaimers, waivers, acknowledgments and releases regarding environmental and other conditions is available at the office of the auctioneer and will be available at the place of sale prior to the sale.

       At the time of sale, the purchaser shall be required to sign an investment intent letter, which shall provide that (1) the Membership Interests are being acquired for investment only and not for distribution, (2) the purchaser is acquiring the Membership Interests only for its own account, (3) the purchaser has sufficient knowledge and expertise in financial and business matters so as to be capable of evaluating the risks and merits of the investment, (4) the purchaser has sufficient financial means to afford the risk of the investment in the Membership Interests, (5) the Membership Interests are not being registered, and therefore, cannot be resold unless registered or unless a valid exemption from registration is available, (6) the certificates representing the Membership Interests will include a legend to reflect that the Membership Interests are restricted, and (7) the purchaser has had an opportunity to review such financial information about the Company as is in the possession of the Secured Party.

       The prospective purchaser will be furnished, upon request, with such information concerning the financial condition of the Company as is at the time in the possession of Secured Party. Prospective purchasers should contact the office of the Auctioneer for further information regarding the Membership Interests, the Company or the Property. Please sign and return this Confidentiality Waiver (pdf) to the office of the Auctioneer. Upon receipt, the documents will be forwarded by email, fax or mail.

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