Exhibit 10.2


 


Loan No.
122503


MORTGAGE NOTE


 


	
  $5,000,000

  	
   

  	
  Phoenix,
  Arizona

  
	
   

  	
   

  	
  August
  19, 2004

  
	
   

  	
   

  	
   

  



1. Payment  of  Principal  and
Interest.  FOR VALUE RECEIVED, AMERIVEST CAMELBACK INC., an Arizona
corporation (“Maker”), hereby promises to pay to the order of ALLSTATE LIFE
INSURANCE COMPANY OF NEW YORK, a New York corporation, and any subsequent
holder of this Note (“Holder” or “Holders”), in the manner hereinafter
provided, the principal amount of FIVE MILLION DOLLARS $5,000,000), together
with interest on the outstanding principal balance from the date of the initial
disbursement (for purposes of this Note, “disbursement” means the date funds
are wire transferred from Holder’s account) of all or a part of the principal
of this Note (“Disbursement Date”) until maturity at the rate of five and
82/100 percent (5.82%) per annum (“Contract Rate”) as follows:


(a)                                  on the Disbursement Date,
interest only, in advance, accruing from the Disbursement Date to September 4,
2004, both inclusive; and


(b)                                 in arrears, on the fifth
day of October, 2004 and on the fifth day of each month thereafter until this
Note matures, principal and interest in consecutive equal installments of
Thirty-One Thousand Six Hundred Sixty-Seven and 17/100 Dollars ($31,667.17)
(the initial payment and each subsequent payment shall each hereinafter be
referred to as “Monthly Payment”), which amount is calculated using an
amortization period of three hundred (300) months; and


(c)                                  on September 5, 2014, the
entire unpaid principal amount and any interest accrued but remaining unpaid
and all other sums due under this Note.


 


Except for the interest payable under
Paragraph (a) above, interest shall be payable in arrears and calculated on the
basis of a 360 day year containing twelve 30 day months. All such payments on
account of the indebtedness evidenced by this Note shall be first applied to
interest accrued on the unpaid principal amount and the remainder toward
reduction of the unpaid principal amount.


 


2. Payment
Information.  All payments required to be made hereunder shall be
made during regular business hours to Holder at its office c/o Commercial
Mortgage Division, Allstate Plaza South, Suite G5C, 3075 Sanders Road,
Northbrook, Illinois 60062, Attention: Servicing Manager, with reasonably
sufficient information to identify the source and application of such payment
to Holder’s Loan #122503, or at such other place as Holder may from time to
time designate in writing. All payments shall be made in currency of the United
States of America without presentment or surrender of this


 





















Note. Payments made directly to Holder shall be made by
transferring immediately available federal funds by bank wire or interbank
transfer for the account of Holder. Any payment of principal or interest
received after 1:00 p.m., Chicago time, shall be deemed to have been received
by Holder on the next business day and shall bear interest accordingly. If and
so long as Holder directs Maker to make payments to a servicing agent, then
payments may be made by check. Payments made by check will be deemed made when
received provided that good funds for such check are available upon
presentation of such check by Holder or the servicing agent.


3. Security For Note.  The payment of
this Note and all other sums due Holder is secured by: (a) Deed of Trust,
Assignment of Leases, Rents and Contracts, Security Agreement and Fixture
Filing (“Mortgage”), of even date herewith, granted by Maker, as Trustor, to a
trustee in favor of Holder and ALLSTATE LIFE INSURANCE COMPANY, an Illinois
corporation (“ALIC”), as beneficiary, covering certain real property, the
improvements thereon and certain personal property situated in the County of
Maricopa, State of Arizona and described in the Mortgage (“Property”), and (b)
those certain instruments of indebtedness and security described as “Related
Agreements” in the Mortgage. Except as otherwise defined herein, all of the
defined terms contained in the Mortgage and the Related Agreements are hereby
incorporated herein by express reference.


4. Late Charges.  If any Monthly
Payment required under this Note is not paid in full on or before the ninth day
of the month in which such payment is due, Maker acknowledges that Holder will
incur extra expenses for the handling of the delinquent payment and servicing
the indebtedness evidenced hereby, and that the exact amount of these extra
expenses is extremely difficult and impractical to ascertain, but that a charge
of five percent (5%) of the amount of the delinquent payment (“Late Charge”)
would be a fair approximation of the expense so incurred by Holder. If
applicable law requires a lesser charge, however, then the maximum charge
permitted by such law may be charged by Holder for said purpose. Therefore,
Maker shall, in such event, without further notice, and without prejudice to
the right of Holder to collect any other amounts provided to be paid hereunder
or under the Mortgage, the Related Agreements or any other instrument executed
for purposes of further securing payment of the obligations evidenced by this
Note, or to declare an Event of Default, as defined below, pay to Holder
immediately upon demand the Late Charge to compensate Holder for expenses
incurred in handling delinquent payments.


 


5. Interest
Payable Upon Default.  If there occurs an Event of Default, under
this Note or the Mortgage or under any Related Agreement, then the unpaid
principal amount of this Note, and all accrued and unpaid interest thereon
shall bear interest at the Contract Rate plus five percent (5%) per annum
compounded monthly (“Default Rate”) from the date of expiration of any
applicable cure or grace period until such time, if any, as the Event of
Default is cured and the Mortgage and this Note are reinstated as permitted by
applicable law, or otherwise until such time as the unpaid principal amount of
this Note and all other indebtedness evidenced by this Note are fully repaid,
whichever is earlier.


 


 


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6. Events of
Default.  An “Event of Default” shall exist under this Note:


(a)             in
the event Maker shall fail to make any payment due under this Note, other than
the final payment and Prepayment Premium (defined herein), on or before the
ninth day of the month in which such payment is due;


 


(b)           in the event Maker shall fail to make
the final payment or the Prepayment Premium when such payment is due; or,


(c)           if there shall exist an “Event of
Default” (as defined therein) under the Mortgage or any of the Related
Agreements.


 


7. Additional
Payments.  The additional payments called for under Paragraphs 4 and
5 shall be in addition to, and shall in no way limit, any other rights and
remedies provided for in this Note, the Mortgage, any Related Agreements, or
otherwise provided by law.


 


8. Payment of Taxes and Expenses.


(a)             Maker further promises to pay to
Holder, immediately upon written notice from Holder: (i) all recordation,
transfer, stamp, documentary or other fees or taxes levied on Holder (exclusive
of Holder’s income taxes) by reason of the making or recording of this Note,
the Mortgage or any of the Related Agreements, and (ii) all intangible property
taxes levied upon any Holder of this Note or mortgagee under the Mortgage or
secured party under the Related Agreements.


(b)             Maker further promises to pay to
Holder, immediately upon written notice from Holder, all actual costs,
expenses, disbursements, escrow fees, title charges and reasonable legal fees
and expenses incurred by Holder and its counsel in connection with: (i) the
collection, attempted collection, or negotiation and documentation of any
settlement or workout of any payment due hereunder, and (ii) any suit or
proceeding whatsoever in regard to this Note or the protection or enforcement
of the lien of any instrument securing this Note, including, without
limitation, in any bankruptcy proceeding or judicial or nonjudicial foreclosure
proceeding. It is the intent of the parties that Maker pay all expenses and
reasonable attorneys’ fees incurred by Holder as a result of Holder’s entering
into the loan transaction evidenced by this Note.


 


9. Prepayment.
Maker is prohibited from prepaying this Note until September 5, 2008 (the
“No-Prepayment Period”). Subsequent to the No-Prepayment Period, at any time
with thirty (30) days prior written notice to Holder, specifying the date of
prepayment, Maker will have the privilege of prepaying the outstanding
principal amount together with any accrued but unpaid interest, any other sums
secured by the Mortgage and the Related Agreements, and a prepayment premium
(“Prepayment Premium”) equal to the greater of:


 


(a)          1 % of the principal amount prepaid,
or


 


(b)          the
yield maintenance payment calculated as follows:


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If the Prevailing Interest Rate (as hereinafter
defined) is less than the Contract Rate, the yield maintenance payment shall be
the remainder of (x) minus (y) where “(x)” is the present value of all unpaid
installments of principal and interest due under this Note from the date of
prepayment to and including the original maturity date of this Note, discounted
at the Prevailing Interest Rate, and “(y)” is the outstanding principal balance
of this Note as of the prepayment date. The term “Prevailing Interest Rate” as
used herein shall mean the yield to maturity on a United States Treasury Bond
or Treasury Note selected by Holder having a maturity date as near as possible
to the original maturity date of this Note and an “ask” price, as close as
possible to par (as published two weeks prior to the specified date of
prepayment in The Wall Street Journal or similar
publication or available from the Federal Reserve Bank of New York), less the
Basis Point Adjustment as computed in accordance with Exhibit A attached
hereto to convert the monthly payments to a semi-annual equivalent.


 


Notwithstanding the foregoing, Maker shall have no
right to prepay this Note unless at the time of such prepayment Maker also
prepays in full all amounts due under that certain Mortgage Note of even date
herewith (the “ALIC Note”), made by Maker to the order of ALIC, in the principal
amount of SIXTEEN MILLION DOLLARS ($16,000,000).


 


No Prepayment Premium shall be due on the principal
balance prepaid within the thirty (30) day period prior to the original
maturity date of this Note. Written notice of Maker’s election to make a
prepayment in full of this Note shall be given in the manner provided for
notices under the Mortgage. Partial prepayment of the outstanding principal
amount of this Note shall not be permitted except in accordance with the terms
of the Mortgage. In the event of such a permitted partial prepayment, the
Prepayment Premium calculated in this Paragraph 9 shall be prorated based on
the amount of the partial prepayment relative to the then current outstanding
principal balance of this Note.


 


Maker
acknowledges that Holder:


 


(a)             has
advanced the amounts evidenced by this Note with the expectation that such
amounts would be outstanding for a period at least equal to the No-Prepayment
Period;


 


(b)           would not have been willing to
advance such amounts on these terms for a shorter period of time;


(c)             in making the loan evidenced by
this Note, is relying on Maker’s creditworthiness and its agreement to pay in
strict accordance with the terms set forth in this Note; and


(d)             would
not make the loan without full and complete assurance by Maker of its agreement
not to prepay all or a part of the principal of this Note except as expressly
permitted herein and in the Mortgage. Maker has been advised and acknowledges
that Holder is relying on the receipt of payments under this Note to, among
other things, match and support its obligations under contracts entered into by
Holder with third parties and that in the event of a prepayment, Holder could
suffer loss


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and additional expenses which are extremely difficult
and impractical to ascertain. Accordingly, it is the express intent of Maker
and Holder that (i) Maker shall have no right to prepay this Note during the
No-Prepayment Period, (ii) any prepayment of this Note during the No-Prepayment
Period shall only occur in the event Holder accelerates payment under this Note
or as otherwise set forth in the Mortgage, (iii) any prepayment described in
foregoing clause (ii) shall (unless otherwise expressly permitted in the
Mortgage) require the payment of a Prepayment Premium calculated as provided
for hereinabove; and (iv) to the extent permitted by applicable law, Maker has
waived, and hereby waives, any right to prepay this Note except as expressly
provided in the Mortgage or this Note. In the event, notwithstanding the
foregoing express intent of Maker and Holder and the express waiver by Maker of
any right to prepay this Note, that the applicable law of the jurisdiction in
which the Property is located permits Maker to prepay this Note during the
No-Prepayment Period, then the Prepayment Premium described in clause (iii)
above shall be paid to Holder as a condition to any such prepayment.


 


Maker expressly acknowledges that, pursuant to the
provisions of this Note and except as otherwise provided in this Note or the
Mortgage, Maker has no right to prepay this Note in whole or in part. In the
event any prepayment is required or expressly permitted, Maker shall be liable
for the payment of the Prepayment Premium unless expressly stated otherwise in the
Mortgage. Furthermore, Maker waives any rights it may have under any applicable
state laws as they relate to any prepayment restrictions contained in this
Paragraph 9 or otherwise contained in this Note and expressly acknowledges that
Holder has made the loan in reliance upon such agreements and waiver of Maker
and that Holder would not have made the loan without such agreements and waiver
of Maker. Maker acknowledges that specific weight has been given to the
consideration given for such agreements, which consideration is the granting of
the loan.


 


10. Evasion
of Prepayment Premium.  Maker acknowledges that in the event of
an acceleration of payment of this Note following an Event of Default by Maker,
a tender of payment of an amount necessary to satisfy the entire indebtedness
evidenced hereby, but not including the Prepayment Premium, made at any time
prior to a foreclosure sale by Maker, its successors or assigns or by anyone on
behalf of Maker, shall be presumed to be and conclusively deemed to constitute
a deliberate evasion of the prepayment provisions hereof and shall constitute a
prepayment hereunder and shall therefore be subject to the Prepayment Premium
as calculated in accordance with this Note with the date of prepayment being
deemed the date of occurrence of the foreclosure sale or the tender of payment
of the amount necessary to pay the entire indebtedness evidenced hereby in
full, including the Prepayment Premium.


 


11. Maker’s Covenants.  Maker agrees
that:


 


(a)             this instrument and the rights and
obligations of all parties hereunder shall be governed by and construed under
the laws of the state or commonwealth in which the Property is located;


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(b)          the obligation evidenced by this Note
is an exempted transaction under the Truth-in-Lending Act, 15 U.S.C. §1601, et
seq. (1982);


(c)             said obligation constitutes a
business loan for the purpose of the application of any laws that distinguish
between consumer loans and business loans and that have as their purpose the
protection of consumers in the state or commonwealth in which the Property is
located;


 


(d)             at
the option of Holder, the United States District Court for the district in
which the Property is located and any court of competent jurisdiction of the
state or commonwealth in which the Property is located shall have jurisdiction
in any action, suit or other proceeding arising out of or relating to any act
taken or omitted hereunder or the enforcement of this Note, the Mortgage and
the Related Agreements and Maker shall not assert in any such action, suit or
other proceeding that it is not personally subject to the jurisdiction of such
courts, that the action, suit or other proceeding is brought in an inconvenient
forum or that the venue of the action, suit or other proceeding is improper;


 


(e)           it hereby waives any objections to
venue; and


 


(f)           it hereby waives its right to a trial
by jury.


12. Severability.  The parties hereto
intend and believe that each provision of this Note comports with all applicable
local, state and federal laws and judicial decisions. However, if any provision
or any portion of any provision contained in this Note is held by a court of
law to be invalid, illegal, unlawful, void or unenforceable as written in any
respect, then it is the intent of all parties hereto that such portion or
provision shall be given force to the fullest possible extent that it is legal,
valid and enforceable, that the remainder of this Note shall be construed as if
such illegal, invalid, unlawful, void or unenforceable portion or provision was
not contained therein, and the rights, obligations and interests of Maker and
Holder under the remainder of this Note shall continue in full force and
effect.


13. Usury
Laws.  Maker agrees to pay an effective rate of interest which is
the stated rate provided for in this Note, plus any additional rate of interest
resulting from any charges of interest or in the nature of interest paid or to
be paid in connection with the loan evidenced by this Note, including without
limitation, any amounts paid pursuant to the provisions of that certain
Commitment dated July 30, 2004, by and between Holder and Maker. All fees,
charges, goods, things in action or other sums or things of value
(collectively, the “Additional Sums”) paid or payable by Maker or reserved to
Holder, whether pursuant to this Note, the Mortgage or any Related Agreements,
which, under the laws of the State of Arizona, are considered to be interest,
shall, for the purpose of any laws of the State of Arizona which may limit the
maximum amount of interest to be charged with respect to the lending
transaction evidenced by this Note, be payable by Maker as, and shall be
considered to be, additional interest, and for such purposes only, the agreed
upon and “contracted rate of interest” shall be the Contract Rate increased to
reflect the payment of such Additional


 


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Sums as interest, which rate Maker hereby agrees to
pay. It is the intention of Maker and Holder to conform strictly to the usury
laws now or hereafter in force in the State in which the Property is located,
and in the event any interest payable under this Note, the Mortgage, or any
Related Agreement is found to be usurious, such interest shall be subject to
reduction to an amount not to exceed the maximum non-usurious amount for
commercial loans allowed under the usury laws of the State in which the
Property is located as now or hereafter construed by the courts having
jurisdiction over such matters. In the event such interest (whether designated
as interest, service charges, points, or otherwise) does exceed the maximum
legal rate, it shall be:


 


(a)           canceled automatically to the extent
that such interest exceeds the maximum legal rate;


(b)             if already paid, at the option of
Holder, either be rebated to Maker (and Maker hereby agrees to accept such
rebate) or credited on the principal amount of this Note; or


(c)           if this Note has been prepaid in
full, then such excess shall be rebated to Maker (and Maker hereby agrees to
accept such rebate).


 


14. Acceleration.
Upon the occurrence of an Event of Default, Holder shall have the right,
without demand or notice, to declare the entire principal amount of this Note
and/or any Future Advance (as defined in the Mortgage) then outstanding, all
accrued and unpaid interest thereon and all other sums payable under this Note,
which shall include the Prepayment Premium (calculated as provided for in
Paragraph 9 hereinabove), the Mortgage or any note evidencing any Future Advance,
to be immediately due and payable and, notwithstanding the stated maturity in
this Note or any note evidencing any Future Advance, all such sums declared due
and payable shall thereupon become immediately due and payable. During the
existence of such Event of Default, Holder may apply payments received on any
amounts due under this Note, the Mortgage, any Related Agreement or any note
evidencing any Future Advance as Holder may determine in its sole discretion.


15. Waivers
by Maker.  As to this Note, the Mortgage, the Related Agreements
and any other instruments securing the indebtedness, Maker and all guarantors,
sureties and endorsers, severally waive all applicable exemption rights,
whether under any state constitution, homestead laws or otherwise, and also
severally waive diligence, valuation and appraisement, presentment for payment,
protest and demand, notice of protest, demand and dishonor and diligence in
collection and nonpayment of this Note and all other notices in connection with
the delivery, acceptance, performance, default, or enforcement of the payment
of this Note (except notice of default specifically provided for in the
Mortgage and the Related Agreements). To the extent permitted by law, Maker
further waives all benefit that might accrue to Maker by virtue of any present
or future laws exempting the Property, or any other property, real or personal,
or the proceeds arising from any sale of any such property, from attachment,
levy, or sale under execution, or providing for any stay of execution to be
issued on any judgment recovered on this Note or in any action to foreclose the


 


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Mortgage, injunction against sale pursuant to power of
sale, exemption from civil process or extension of time for payment. Maker
agrees that any real estate that may be levied upon pursuant to a judgment
obtained by virtue of this Note, or any writ of execution issued thereon, may
be sold upon any such writ in whole or in part in any order desired by Holder.


16. Maker Not Released.  No delay or
omission of Holder to exercise any of its rights and remedies under this Note,
the Mortgage or any Related Agreements at any time following the happening of
an Event of Default shall constitute a waiver of the right of Holder to
exercise such rights and remedies at a later time by reason of such Event of
Default or by reason of any subsequently occurring Event of Default. The
acceptance by Holder of payment of any sum payable hereunder after the due date
of such payment shall not be a waiver of Holder’s right to either require
prompt payment when due of all other sums payable hereunder or to declare a
default for failure to make prompt payment. This Note, or any payment
hereunder, may be extended from time to time by agreement in writing between
Maker and Holder without in any other way affecting the liability and
obligations of Maker and endorsers, if any.


17. Nonrecourse.  Except as otherwise
set forth in this section, Holder’s recourse under this Note, the Mortgage and
the Related Agreements shall be limited to and satisfied from the Property and
the proceeds thereof, the rents and all other income arising therefrom, the
other assets of Maker arising out of the Property which are given as collateral
for this Note, and any other collateral given in writing to Holder as security
for repayment of this Note (all of the foregoing are collectively referred to
as the (“Loan Collateral”). Notwithstanding the preceding sentence:


(a)             Holder may, in accordance with the
terms of this Note, the Mortgage or any Related Agreement: (i) foreclose the
lien of the Mortgage, (ii) take appropriate action to enforce this Note, the
Mortgage and the Related Agreements to realize upon and/or protect the Loan
Collateral, (iii) name Maker as a party defendant in any action brought under
this Note, the Mortgage or the Related Agreements so long as the exercise of
any remedy is limited to the Loan Collateral and only to the extent required by
applicable law, rule, order, regulation or other legal requirement, (iv) pursue
all of its rights and remedies against any guarantor or surety or master
tenant, whether or not such guarantor or surety or master tenant is a partner,
member or other owner of Maker, and (v) pursue all of its rights and remedies
against Maker and the other indemnitor under that certain Environmental
Indemnity Agreement of even date herewith;


(b)             Holder
may seek damages or other monetary relief to the extent of actual monetary
loss, or any other remedy at law or in equity against Maker and the indemnitor/guarantor
under that certain Nonrecourse Exception Indemnity Agreement of even date
herewith (“Nonrecourse Indemnitor”) by reason of or in connection with (i) the
failure of Maker to pay to Holder, upon demand, all rents, issues and profits
of the Property to which Holder is entitled pursuant to this Note, the Mortgage
or the Related Agreements following an Event of Default, (ii) any waste of the
Property or any willful act or omission by Maker which damages or materially
reduces the value of the


 


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Property, (iii) the failure to apply all rents, issues
and profits from the Property to the payment of operating expenses, real estate
taxes, insurance, capital repair items, and the payment of sums due and owing
under this Note, the Mortgage or the Related Agreements prior to any other
expenditure or distribution by Maker, (iv) the failure to account for and to
turn over security deposits (and interest required by law or agreement to be
paid thereon) or prepaid rents during the continuance of an Event of Default
under this Note, the Mortgage or any Related Agreements, (v) the failure to
timely pay real estate taxes or any regular or special assessments affecting
the Property, (vi) the failure to account for and to turn over real estate tax
accruals during the continuation of a default under this Note, the Mortgage or
any Related Agreements, (vii) the failure to maintain casualty and liability
insurance as required under the Mortgage or the Related Agreements or to apply
insurance proceeds or condemnation awards relating to the Property or other
collateral in the manner required under applicable provisions of this Note, the
Mortgage or any Related Agreements, (viii) any modification, termination or
cancellation of any lease of all or any portion of the Property without
Holder’s prior written consent, if and to the extent such consent is required
under the Mortgage or the Related Agreements and if and to the extent such
modification, termination or cancellation has a material adverse effect on the
value of the Property, (ix) a default by Maker under any lease of all or any
portion of the Property, or (x) costs and expenses, including, without
limitation, attorney’s fees and transfer taxes, incurred by Holder in connection
with the enforcement of this Note, the Mortgage or the Related Agreements or a
deed-in-lieu of foreclosure; and


(c)             Maker and the Nonrecourse
Indemnitor shall become personally liable for payment of the indebtedness
evidenced by this Note and performance of all other obligations of Maker under
this Note, the Mortgage and the Related Agreements upon occurrence of any (i)
fraud or willful misrepresentation of a material fact by Maker or the
Nonrecourse Indemnitor in connection with this Note, the Mortgage or the
Related Agreements or any request for any action or consent by Holder, (ii) the
occurrence of any transfer of any interest in Maker or the Property in
violation of the terms of this Note, the Mortgage or the Related Agreements, or
(iii) the incurrence by Maker of any indebtedness in violation of the terms of
this Note, the Mortgage or the Related Agreements (whether secured or
unsecured, direct or contingent), other than unsecured debt or routine trade
payables incurred in the ordinary course of business in connection with the
operation of the Property.


 


In addition, Maker and the Nonrecourse
Indemnitor shall be responsible for any costs and expenses incurred by Holder
in connection with the collection of any amounts for which Maker and the Nonrecourse
Indemnitor are personally liable under this section, including attorneys’ fees
and expenses, court costs, filing fees, and all other costs and expenses
incurred in connection therewith.


 


18. Successors and Assigns.  The
provisions of this Note shall be binding upon Maker and its legal
representatives, successors and assigns and shall inure to the benefit of any
Holder and its successors and assigns. In the event Maker is composed of more
than one party, obligations arising from this Note are and shall be joint and
several as to each such party.


 


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19. Remedies
Cumulative.  The remedies of Holder as provided in this Note, or
in the Mortgage or the Related Agreements, and the warranties contained herein
or therein shall be cumulative and concurrent, may be pursued singly,
successively or together at the sole discretion of Holder, may be exercised as
often as occasion for their exercise shall occur and in no event shall the
failure to exercise any such right or remedy be construed as a waiver or
release of such right or remedy. No remedy under this Note, conferred upon or
reserved to Holder is intended to be exclusive of any other remedy provided in
this Note, the Mortgage or any of the Related Agreements or provided by law,
but each shall be cumulative and shall be in addition to every other remedy
given under the Mortgage or any of the Related Agreements or hereunder or now
or hereafter existing at law or in equity or by statute.


 


20. Notices.
All notices, written confirmation of wire transfers and all other
communications with respect to this Note shall be directed as follows: if to
Holder, c/o Commercial Mortgage Loan Division, Allstate Plaza South, Suite G5C,
3075 Sanders Road, Northbrook, Illinois 60062, Attention: Servicing Manager,
with a copy to Investment Law Division, Allstate Plaza South, Suite G5A, 3075
Sanders Road, Northbrook, Illinois 60062; if to Maker, 1780 South Bellaire
Street, Suite 100, Denver, Colorado 80222, with a copy to: Stephen R. Voelker,
Esq., Jenkens & Gilchrist, 1445 Ross Avenue, Suite 3200, Dallas, Texas
75202, or at such other place as Holder or Maker may from time to time
designate in writing. All notices shall be in writing and shall be (a)
hand-delivered, (b) sent by United States express mail or by private overnight
courier, or (c) served by certified mail postage prepaid, return receipt
requested, to the appropriate address set forth above. Notices served as
provided in (a) and (b) shall be deemed to be effective upon delivery. Any
notice served by certified mail shall be deposited in the United States mail
with postage thereon fully prepaid and shall be deemed effective on the day of
actual delivery as shown by the addressee’s return receipt or the expiration of
three business days after the date of mailing, whichever is earlier in time.


 


21. No Oral
Modification.  This Note may not be modified or discharged
orally, but only by an agreement in writing signed by the party against whom
enforcement of any waiver, modification or discharge is sought.


 


22. Time.
Time is of the essence with regard to the performance of the obligations of
Maker in this Note and each and every term, covenant and condition herein by or
applicable to Maker.


 


23. Captions.
The captions and headings of the paragraphs of this Note are for
convenience only and are not to be used to interpret, define or limit the
provisions hereof.


 


24. Transfer of Note.  Holder may, at
any time, sell, transfer or assign this Note, the Mortgage and the Related
Agreements, and any or all servicing rights with respect to this Note, or grant
participations in this Note or issue mortgage pass-through certificates or
other securities evidencing a beneficial interest in this Note. Holder may
forward to any prospective purchaser or any rating agency all documents and


 


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information
Holder now has or may acquire, as Holder determines necessary or desirable,
including, without limitation, financial information regarding Maker, its
members or other principals.


 


25. Replacement Note.  Upon receipt of
evidence reasonably satisfactory to Maker of the loss, theft, destruction or
mutilation of this Note, and in the case of any such loss, theft or
destruction, upon delivery of an indemnity agreement reasonably satisfactory to
Maker or, in the case of any such mutilation, upon surrender and cancellation
of this Note, Maker will execute and deliver to Holder in lieu thereof, a
replacement note dated as of the date of this Note, identical in form and substance
to this Note and upon such execution and delivery all references in the
Mortgage to this Note shall be deemed to refer to such replacement note.


IN WITNESS WHEREOF, Maker has caused
this Mortgage Note to be duly executed as of the date first above written.


 


	
  WITNESS:

  	
  MAKER:

  
	
  [ILLEGIBLE]

  	
  AMERIVEST
  CAMELBACK INC., an Arizona corporation

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  John Greenman

  
	
   

  	
   

  	
  John B.
  Greenman

  
	
   

  	
  Its

  	
   Vice President

  
				



 


	
  STATE
  OF COLORADO

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.

  
	
  County
  of Denver

  	
  )

  	
   

  



The foregoing instrument was
acknowledged before me this 20th day of August, 2004 by John B. Greeman, the
Vice President  of AMERIVEST CAMELBACK
INC., an Arizona Corporation, on behalf of the corporation.


	
  Witness my hand and official seal.

  	
  SEAL

  	
   

  
	
   

  	
  /s/
  Loretta J. Zerbe

  
	
  My
  Commission Expires:

  	
   

  
	
  3/17/05

  	
   

  



 


11





















 


EXHIBIT
A


 


	
  BASIS POINT ADJUSTMENT TABLE

  	
   

  
	
   

  	
   

  
	
  U.S Treasury Bond or Note Yield

  	
   

  	
  Basis Point Adjustment

  	
   

  	
  U.S. Treasury Bond or Note Yield

  	
   

  	
  Basis Point Adjustment

  	
   

  
	
  0 - 1.55

  	
   

  	
  .0

  	
   

  	
  14.25 - 14.41

  	
   

  	
  .41

  	
   

  
	
  1.56- 2.69

  	
   

  	
  .01

  	
   

  	
  14.42 - 14.59

  	
   

  	
  .42

  	
   

  
	
  2.70- 3.48

  	
   

  	
  .02

  	
   

  	
  14.60 - 14.77

  	
   

  	
  .43

  	
   

  
	
  3.49- 4.12

  	
   

  	
  .03

  	
   

  	
  14.78 - 14.94

  	
   

  	
  .44

  	
   

  
	
  4.13- 4.68

  	
   

  	
  .04

  	
   

  	
  14.95 - 15.11

  	
   

  	
  .45

  	
   

  
	
  4.69- 5.17

  	
   

  	
  .05

  	
   

  	
  15.12 - 15.28

  	
   

  	
  .46

  	
   

  
	
  5.18- 5.63

  	
   

  	
  .06

  	
   

  	
  15.29 - 15.44

  	
   

  	
  .47

  	
   

  
	
  5.64- 6.05

  	
   

  	
  .07

  	
   

  	
  15.45 - 15.61

  	
   

  	
  .48

  	
   

  
	
  6.06- 6.44

  	
   

  	
  .08

  	
   

  	
  15.62 - 15.77

  	
   

  	
  .49

  	
   

  
	
  6.45- 6.82

  	
   

  	
  .09

  	
   

  	
  15.78 - 15.94

  	
   

  	
  .50

  	
   

  
	
  6.83- 7.17

  	
   

  	
  .10

  	
   

  	
  15.95 - 16.10

  	
   

  	
  .51

  	
   

  
	
  7.18- 7.51

  	
   

  	
  .11

  	
   

  	
  16.11 - 16.26

  	
   

  	
  .52

  	
   

  
	
  7.52- 7.83

  	
   

  	
  .12

  	
   

  	
  16.27 - 16.41

  	
   

  	
  .53

  	
   

  
	
  7.84- 8.14

  	
   

  	
  .13

  	
   

  	
  16.42 - 16.57

  	
   

  	
  .54

  	
   

  
	
  8.15- 8.44

  	
   

  	
  .14

  	
   

  	
  16.58 - 16.73

  	
   

  	
  .55

  	
   

  
	
  8.45- 8.73

  	
   

  	
  .15

  	
   

  	
  16.74 - 16.88

  	
   

  	
  .56

  	
   

  
	
  8.74- 9.02

  	
   

  	
  .16

  	
   

  	
  16.89 - 17.03

  	
   

  	
  .57

  	
   

  
	
  9.03- 9.29

  	
   

  	
  .17

  	
   

  	
  17.04 - 17.18

  	
   

  	
  .58

  	
   

  
	
  9.30- 9.55

  	
   

  	
  .18

  	
   

  	
  17.19 - 17.33

  	
   

  	
  .59

  	
   

  
	
  9.56- 9.81

  	
   

  	
  .19

  	
   

  	
  17.34 - 17.48

  	
   

  	
  .60

  	
   

  
	
  9.82-10.07

  	
   

  	
  .20

  	
   

  	
  17.49 - 17.63

  	
   

  	
  .61

  	
   

  
	
  10.08 - 10.31

  	
   

  	
  .21

  	
   

  	
  17.64 - 17.78

  	
   

  	
  .62

  	
   

  
	
  10.32 - 10.55

  	
   

  	
  .22

  	
   

  	
  17.79 - 17.92

  	
   

  	
  .63

  	
   

  
	
  10.56 - 10.79

  	
   

  	
  .23

  	
   

  	
  17.93 - 18.07

  	
   

  	
  .64

  	
   

  
	
  10.80 - 11.02

  	
   

  	
  .24

  	
   

  	
  18.08 - 18.21

  	
   

  	
  .65

  	
   

  
	
  11.03 - 11.25

  	
   

  	
  .25

  	
   

  	
  18.22 - 18.35

  	
   

  	
  .66

  	
   

  
	
  11.26 - 11.47

  	
   

  	
  .26

  	
   

  	
  18.36 - 18.49

  	
   

  	
  .67

  	
   

  
	
  11.48 - 11.69

  	
   

  	
  .27

  	
   

  	
  18.50 - 18.63

  	
   

  	
  .68

  	
   

  
	
  11.70 - 11.90

  	
   

  	
  .28

  	
   

  	
  18.64 - 18.77

  	
   

  	
  .69

  	
   

  
	
  11.91 - 12.11

  	
   

  	
  .29

  	
   

  	
  18.78 - 18.91

  	
   

  	
  .70

  	
   

  
	
  12.12 - 12.32

  	
   

  	
  .30

  	
   

  	
  18.92 - 19.05

  	
   

  	
  .71

  	
   

  
	
  12.33 - 12.52

  	
   

  	
  .31

  	
   

  	
  19.06 - 19.18

  	
   

  	
  .72

  	
   

  
	
  12.53 - 12.72

  	
   

  	
  .32

  	
   

  	
  19.19 - 19.32

  	
   

  	
  .73

  	
   

  
	
  12.73 - 12.92

  	
   

  	
  .33

  	
   

  	
  19.33 - 19.45

  	
   

  	
  .74

  	
   

  
	
  12.93 - 13.12

  	
   

  	
  .34

  	
   

  	
  19.46 - 19.59

  	
   

  	
  .75

  	
   

  
	
  13.13 - 13.31

  	
   

  	
  .35

  	
   

  	
  19.60 - 19.72

  	
   

  	
  .76

  	
   

  
	
  13.32 - 13.50

  	
   

  	
  .36

  	
   

  	
  19.73 - 19.85

  	
   

  	
  .77

  	
   

  
	
  13.51 - 13.69

  	
   

  	
  .37

  	
   

  	
  19.86 - 19.99

  	
   

  	
  .78

  	
   

  
	
  13.70 - 13.87

  	
   

  	
  .38

  	
   

  	
  20.00 - 20.12

  	
   

  	
  .79

  	
   

  
	
  13.88 - 14.06

  	
   

  	
  .39

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.07 - 14.24

  	
   

  	
  .40

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


12