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

SUBSTITUTE TRUSTEES' AUCTION

WELL LOCATED
APARTMENT AND
CONDOMINIUM COMPLEX

"Rodgers Forge Condominiums"
Including Approximately
496 - One, Two & Three Bedroom
GARDEN APARTMENT UNITS

Photos of auction property
AERIAL VIEW      PHOTO #1      PHOTO #2      PHOTO #3

Sale On Premises
6811 BELLONA AVENUE
Near Stevenson Lane
Baltimore County, MD 21212

FRIDAY, MAY 4, 2007
AT 11 A.M.


LOCATION MAP

       Under and by virtue of the power of sale contained in an Indemnity Deed of Trust and Security Agreement from Rodgers Forge Apartments Realty Company Limited Partnership (the "Debtor") to J. Richard Saas, Trustee, dated October 31, 2005, and recorded among the Land Records of Baltimore County, Maryland (the "Land Records"), in Liber S.M. No. 22831, Page 178, as amended by a First Amendment to Indemnity Deed of Trust and Security Agreement dated April 14, 2006, and recorded among the Land Records in Liber S.M. No. 23704, Page 514 (as amended, the "Deed of Trust"), and by virtue of a Deed of Removal of Trustee and Appointment of Substitute Trustees dated March 14, 2007, and recorded among the Land Records in Liber S.M. No. 25363, Page 746, docketed for foreclosure in Case Number C073329, and at the request of the party secured thereby, default having occurred under the terms thereof, the undersigned Substitute Trustees will offer for sale in "AS IS" condition, at public auction, on the premises, the following:

       All those fee simple parcels of ground and the improvements thereon, situate and lying in Baltimore County, State of Maryland and being more fully described in the above-captioned Indemnity Deed of Trust; saving and excepting any units and any interests relating to such units that have been sold and settled prior to the date of sale.

       Rodgers Forge Condominiums is a garden apartment condominium conversion, subject to a condominium regime created in October 2006. The complex is situated on 26.42 acres, more or less, conveniently located south of Towson University. The circa 1955 garden apartment complex, comprises approximately 119 two and three-story brick and masonry colonial-style buildings with pitched roofs and double hung windows. The buildings contain 508 apartment units, believed to consist of 234 one-bedroom/one-bath units (approximately 704 square feet); 266 two-bedroom/two-bath units (approximately 859 to 958 square feet); and 8 three-bedroom/two-bath units (approximately 1,142 square feet).

       Planned in five phases, the present status of renovations is believed to be as follows:

       Phase One - 61 completed or nearly completed units - 12 believed to be sold and settled, 44 believed to be under contract, asking prices range from $218,900 to $338,400. Units not settled by the time of sale are included in the auction. Only Phase One has been subjected to the condominium regime.

       Phase Two - 82 units vacant and ready for renovation.

       Phases Three through Five - 365 units, of which 167 are believed to be leased (rentals range from $665 to $870 per month) and 198 are believed to be vacant. The property will be sold subject to existing leases.

Also available: Rent Roll and Operating Summary. Please sign and return this Confidentiality Waiver (pdf). Upon receipt, the documents will be forwarded by email, fax or mail.
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       THE PROPERTY WILL BE SOLD AS A AN ENTIRETY, together with all personal property of the Debtor attached to or used in the operation of the real property (excluding the personal property of tenants), as more particularly described in the Indemnity Deed of Trust.

       The property will be sold subject to two prior deeds of trust for the benefit of Ohio Savings Bank: (1) Indemnity Deed of Trust, Assignment of Rents, Security Agreement and Financing Statement dated October 31, 2005 and recorded in the Land Records in Liber S.M. No. 22831, folio 132, as amended by an Amendment to Indemnity Deed of Trust and Assignment of Agreements dated April 17, 2006 and recorded among the Land Records in Liber S.M. No. 23704, folio 459, in the maximum principal amount of $34,000,000; and (2) Indemnity Second Deed of Trust, Assignment of Rents, Security Agreement and Financing Statement dated April 17, 2006 and recorded among the Land Records in Liber S.M. No. 23704, folio 470, in the maximum principal amount of $6,000,000. It is believed that as of March 31, 2007, the aggregate outstanding principal balance under both prior deeds of trust was $36,250,221.55, accruing interest at 8.75% per annum. The exact amount due thereon will be announced at time of sale.

       All information contained herein as to the nature and description of the property has been obtained from sources deemed reliable and believed to be accurate; however, the Substitute Trustees, the holder of the indebtedness, the Auctioneers and their respective agents, successors and assigns make no representations or warranties with respect to such information, and each bidder is responsible for independently determining the value and accuracy of any information provided herein or any other information or materials upon which such bidder relies in submitting a bid.

       TERMS OF SALE: A $1,000,000 deposit, payable by certified check or cashier's check, will be required of the purchaser at time and place of sale. The deposit shall be increased to 10% of the purchase price within 72 hours at the Auctioneer's Office. The holder of the indebtedness, if a bidder at the sale, shall not be required to post a deposit. Balance to be paid in cash at settlement, which shall take place within ten (10) business days following final ratification of the sale by the Circuit Court for Baltimore County at the offices of the Substitute Trustees. If payment of the balance does not take place within the specified time, the deposit shall be forfeited and the property may be resold at the risk and expense of the 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 the Substitute Trustees or the holder of the indebtedness. If the property is purchased by someone other than the holder of the indebtedness or its affiliates, interest to be charged on the unpaid purchase money, at the rate of 13% per annum, from date of sale to date of settlement. All adjustments as of date of sale. Taxes, condominium fees, rents and all other public charges and assessments payable on an annual basis, including sanitary and/or metropolitan district charges, if any, to be adjusted for the current year to date of sale and assumed thereafter by the purchaser. The property will be sold in "AS IS" condition, without express or implied warranty as to the nature and description of the improvements as contained herein; subject to easements, agreements, restrictions and covenants of record affecting same, if any; and subject to Plats entitled, "Plat of Condominium Subdivision for Rodgers Forge Condominiums, Phase I," which plats are recorded among the Land Records in Plat Book S.M. No. 31, pages 180 through 185, inclusive; the Declaration of Rodgers Forge Condominiums, recorded among the Land Records in Liber S.M. No. 24601, Page 45, and the By-Laws of Rodgers Forge Condominiums, recorded among the Land Records in Liber S.M. No. 24601, Page 77. Purchaser shall be responsible for obtaining physical possession of the property and any contract deposits or security deposits held by the Debtor. Purchaser assumes the risk of loss or damage to the property from the date of sale forward. Purchaser waives and releases the Substitute Trustees, the holder of the indebtedness, the Auctioneers, and their respective agents, successors and assigns from any and all claims the purchaser and/or its successors and assigns may now have or may have in the future relating to the condition of the property, including but not limited to the environmental condition thereof. If the Substitute Trustees are unable to convey good and marketable title, the purchaser's sole remedy in law or equity shall be limited to the refund of the deposit. Upon refund of the deposit this sale shall be null and void and of no effect, and the purchaser shall have no further claim against the Substitute Trustees, the holder of the indebtedness or Auctioneers. Recordation costs, transfer taxes and all other costs incident to settlement are to be paid by the purchaser. Time shall be of the essence for the purchaser.

No Buyers Premium; No Broker's Co-op

Anne-Thérèse Béchamps and
Timmy F. Ruppersberger, Substitute Trustees