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                                                                   Exhibit 10.39

                              VARIABLE FUNDING NOTE

REGISTERED                                                    up to $100,000,000


No. A-1

                       SEE REVERSE FOR CERTAIN CONDITIONS



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR "BLUE SKY" LAWS. THE
HOLDER HEREOF, BY PURCHASING THE NOTE, AGREES FOR THE BENEFIT OF THE ISSUER THAT
IT IS AN INSTITUTIONAL INVESTOR THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN
RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D PROMULGATED UNDER THE SECURITIES
ACT AND THAT SUCH NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT FOR INVESTMENT AND
NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY
TO (1) THE ISSUER (UPON REDEMPTION THEREOF OR OTHERWISE) OR AN AFFILIATE OF THE
ISSUER, (2) A PERSON THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (3) IN A TRANSACTION
OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
JURISDICTION, IN EACH SUCH CASE, IN COMPLIANCE WITH THE INDENTURE AND ALL
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
JURISDICTION; PROVIDED, THAT THE TRUSTEE OR THE ISSUER MAY REQUIRE AN OPINION OF
COUNSEL TO THE EFFECT THAT SUCH TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION
UNDER THE SECURITIES ACT, WHICH OPINION OF COUNSEL, IF SO REQUIRED, SHALL BE
ADDRESSED TO THE ISSUER AND THE TRUSTEE AND SHALL BE SECURED AT THE EXPENSE OF
THE HOLDER.

TRANSFERS OF THIS NOTE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE INDENTURE.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.5 OF THE INDENTURE, THIS NOTE MAY BE
TRANSFERRED, SOLD, OR PLEDGED, IN WHOLE BUT NOT IN PART, ONLY TO (I) THE ISSUER
OR AN AFFILIATE OF THE ISSUER OR (II)(A) AN INSTITUTIONAL ACCREDITED INVESTOR
THAT EXECUTES A CERTIFICATE, SUBSTANTIALLY IN THE FORM SPECIFIED IN THE
INDENTURE, TO THE EFFECT THAT IT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACTING
FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR
AGENT FOR OTHERS (WHICH OTHERS ALSO ARE INSTITUTIONAL ACCREDITED INVESTORS
UNLESS THE HOLDER IS A BANK ACTING IN ITS FIDUCIARY CAPACITY) OR (B) SO LONG AS
THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT,
TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A

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"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A), ACTING FOR ITS OWN
ACCOUNT, OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED
INSTITUTIONAL BUYERS) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE, OR TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, UNLESS SUCH SALE, PLEDGE, OR OTHER
TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AND SUBJECT TO INCREASES
AND DECREASES AS SET FORTH HEREIN AND IN THE INDENTURE. ACCORDINGLY, THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.


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                                PAGE FUNDING LLC
                              VARIABLE FUNDING NOTE

PAGE FUNDING LLC, a Delaware limited liability company (herein referred to as
the "ISSUER"), for value received, hereby promises to pay to UBS REAL ESTATE
SECURITIES INC., a Delaware corporation (the "NOTEHOLDER"), or its registered
assigns, the principal sum of up to ONE HUNDRED MILLION DOLLARS
($100,000,000.00) or, if less, the aggregate unpaid principal amount outstanding
hereunder (whether or not shown on the schedule attached hereto (or such
electronic counterpart maintained by the Trustee), which amount shall be payable
in the amounts and at the times set forth in Section 2.8(b) of the Indenture.
The Issuer will pay interest on Advances under this Note at the Note Interest
Rate. Such interest on Advances shall be due and payable on each Settlement Date
until the principal of this Note is paid or made available for payment, to the
extent funds will be available from the Collection Account processed from and
including the preceding Settlement Date to but excluding each such Settlement
Date in respect of (a) an amount equal to interest accrued for the related
Interest Period, which will be equal to the sum of the products, for each day
during the related Interest Period, of (i) the Note Interest Rate for such
Interest Period and (ii) the Aggregate Principal Balance as of the close of
business on such date divided by 360, plus (b) an amount equal to the amount of
any accrued and unpaid Note Interest Carryover Shortfall with respect to prior
Interest Periods, with interest on the amount of such Note Interest Carryover
Shortfall at the Note Interest Rate for the related Interest Period. Prior to
the Scheduled Maturity Date and unless an Event of Default or a Funding
Termination Event specified in clauses (i) through (iii) of the definition
thereof shall have occurred, the Issuer shall only be required to make interest
payments on the Invested Amount of the Note to the holder hereof; provided that
the Issuer may, at its option, prepay the Invested Amount of the Note, in whole
or in part, at any time and without premium or penalty pursuant to Section 10.1
of the Indenture. Following the occurrence of an Event of Default or a Funding
Termination Event specified in clauses (i) through (iii) of the definition
thereof, the Noteholder may declare the Invested Amount of this Note to be
immediately due and payable at par, together with accrued interest thereon, in
accordance with Section 5.2 of the Indenture. Principal of and interest on this
Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts. This Note does not represent an interest
in, or an obligation of, the Servicer or any affiliate of the Servicer other
than the Issuer.

Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Note. Although a summary of certain provisions of the Indenture
are set forth below and on the reverse hereof and made a part hereof, this Note


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does not purport to summarize the Indenture and reference is made to the
Indenture for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Servicer and the Trustee. A copy of the Indenture may be
requested from the Trustee by writing to the Trustee at: Wells Fargo Bank,
National Association, 6th & Marquette, MAC N9311-161, Minneapolis, Minnesota
55479, Attention: Corporate Trust Services, -- Asset Backed Administration.. To
the extent not defined herein, the capitalized terms used herein have the
meanings ascribed to them in the Indenture.

Unless the certificate of authentication hereon has been executed by the Trustee
whose name appears below by manual signature, this Note shall not be entitled to
any benefit under the Indenture referred to on the reverse hereof, or be valid
or obligatory for any purpose.





                            [Signature page follows.]

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         IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.

Date: June 30, 2004                  PAGE FUNDING LLC



                                     By:________________________________________
                                     Name:______________________________________
                                     Title:_____________________________________




                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is the Note issued under the within-mentioned Indenture.

                                     WELLS FARGO BANK, NATIONAL
                                     ASSOCIATION, not in its
                                     individual capacity, but
                                     solely as Trustee


                                     By:________________________________________
                                          Authorized Signature



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                               REVERSE OF THE NOTE


This Note is the duly authorized Note of the Issuer, designated as its Variable
Funding Note (herein called the "NOTE"), issued under (i) the Indenture, dated
as of June 30, 2004 (such Indenture, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with the terms thereof, is
herein called the "INDENTURE"), among the Issuer, UBS Real Estate Securities
Inc. (the "NOTEHOLDER"), and Wells Fargo Bank, National Association, a national
banking association, as trustee (the "TRUSTEE", which term includes any
successor Trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the Trustee and the Note
Purchaser. The Note is subject to all terms of the Indenture. All terms used in
this Note that are defined in the Indenture, as amended, supplemented or
otherwise modified from time to time in accordance with the terms thereof, shall
have the meanings assigned to them in or pursuant to the Indenture, as so
amended, supplemented or otherwise modified.

"SETTLEMENT DATE" means, with respect to each Accrual Period, the 15th day of
the following calendar month, or if such day is not a Business Day, the
immediately following Business Day, commencing on August 16, 2004.

As described above, the entire unpaid principal amount of this Note shall be due
and payable on the Final Scheduled Settlement Date. Notwithstanding the
foregoing, if an Event of Default or a Funding Termination Event specified in
clauses (i) through (iii) of the definition thereof shall have occurred and be
continuing then, in certain circumstances, principal on the Note may be paid
earlier, as described in the Indenture.

Payments of interest on this Note due and payable on each Settlement Date,
together with the installment of principal then due, if any, and any payments of
principal made on any Business Day in respect of any prepayments, to the extent
not in full payment of this Note, shall be made by wire transfer to the Holder
of record of this Note (or any predecessor Note) on the Note Register as of the
close of business on each Record Date. Any reduction in the principal amount of
this Note (or any predecessor Note) effected by any payments made on any date
shall be binding upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted thereon. Final payment of principal (together with
any accrued and unpaid interest) on this Note will be paid to the Noteholder
only upon presentation and surrender of this Note at the Corporate Trust Office
for cancellation by the Trustee.

The Issuer shall pay interest on overdue installments of interest at the Note
Interest Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Note Register upon
surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the


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Issuer and the Registrar duly executed by the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Note of authorized
denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.

The Noteholder, by acceptance of the Note, covenants and agrees that no recourse
may be taken, directly or indirectly, with respect to the obligations of the
Trustee or the Issuer on the Note or under the Indenture or any certificate or
other writing delivered in connection therewith, against (i) the Issuer or the
Trustee in its individual capacity, (ii) any owner of a beneficial interest in
the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Issuer or the Trustee in its individual capacity, any holder of
a beneficial interest in the Issuer or the Trustee or of any successor or assign
of the Issuer or the Trustee in its individual capacity, except (a) as any such
Person may have expressly agreed (it being understood that the Trustee has no
such obligations in its individual capacity) and (b) any such partner, owner or
beneficiary shall be fully liable, to the extent provided by applicable law, for
any unpaid consideration for stock, unpaid capital contribution or failure to
pay any installment or call owing to such entity; provided, however, that
nothing contained herein shall be taken to prevent recourse to, and enforcement
against, the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note, subject to Section 6.7
of the Indenture.

The Noteholder, by acceptance of the Note, covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not institute
against the Issuer, or join in any institution against the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States Federal or state bankruptcy or similar law in connection
with any obligations relating to the Note, the Indenture or the Basic Documents.

Prior to the due presentment for registration of transfer of this Note, the
Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
Person in whose name the Note (as of the day of determination or as of such
other date as may be specified in the Indenture) is registered as the owner
hereof for all purposes, whether or not the Note be overdue, and neither the
Issuer, the Trustee nor any such agent shall be affected by notice to the
contrary.

It is the intent of the Issuer and the Noteholder that, for Federal, state and
local income and franchise tax purposes, the Note will evidence indebtedness of
the Issuer secured by the Collateral. The Noteholder, by the acceptance of the
Note, agrees to treat the Note for Federal, state and local income and franchise
tax purposes as indebtedness of the Issuer.

The Indenture permits in certain circumstances, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holder of the Note under the
Indenture at any time by the Issuer with the consent of the Holder of the Note.
The Indenture also contains provisions permitting the Holder of the Note to
waive compliance by the Issuer with certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of the Note (or
any predecessor Note) shall be conclusive and binding upon such Holder and upon
all future Holders of the Note and of the Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon the Note.

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The Indenture also permits the Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of the Holder of the
Note.

The term "ISSUER" as used in this Note includes any successor to the Issuer
under the Indenture.

The Note is issuable only in registered form in denominations as provided in the
Indenture, subject to certain limitations set forth therein.

The Note and the Indenture shall be construed in accordance with the law of the
State of New York, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such law.

No reference herein to the Indenture and no provision of the Note or of the
Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the principal of and interest on the Note at the
times, place, and rate, and in the coin or currency herein prescribed, subject
to any duty of the Issuer to deduct or withhold any amounts as required by law,
including any applicable U.S. withholding taxes.


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