**Exhibit 10.2**

 

Loan No.122503

**MORTGAGE NOTE**

 
| $5,000,000 |   | Phoenix,  Arizona |
|------------|--------|-------------------|
|       |   | August  19, 2004  |
|       |   |              |

1. **PaymentofPrincipalandInterest.**FOR VALUE RECEIVED, AMERIVEST CAMELBACK INC., an Arizonacorporation (“Maker”), hereby promises to pay to the order of ALLSTATE LIFEINSURANCE COMPANY OF NEW YORK, a New York corporation, and any subsequentholder of this Note (“Holder” or “Holders”), in the manner hereinafterprovided, the principal amount of FIVE MILLION DOLLARS $5,000,000), togetherwith interest on the outstanding principal balance from the date of the initialdisbursement (for purposes of this Note, “disbursement” means the date fundsare wire transferred from Holder’s account) of all or a part of the principalof this Note (“Disbursement Date”) until maturity at the rate of five and82/100 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 fifthday of October, 2004 and on the fifth day of each month thereafter until thisNote matures, principal and interest in consecutive equal installments ofThirty-One Thousand Six Hundred Sixty-Seven and 17/100 Dollars ($31,667.17)(the initial payment and each subsequent payment shall each hereinafter bereferred to as “Monthly Payment”), which amount is calculated using anamortization period of three hundred (300) months; and

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

 

Except for the interest payable underParagraph (a) above, interest shall be payable in arrears and calculated on thebasis of a 360 day year containing twelve 30 day months. All such payments onaccount of the indebtedness evidenced by this Note shall be first applied tointerest accrued on the unpaid principal amount and the remainder towardreduction of the unpaid principal amount.

 

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

 

----

Note. Payments made directly to Holder shall be made bytransferring immediately available federal funds by bank wire or interbanktransfer for the account of Holder. Any payment of principal or interestreceived after 1:00 p.m., Chicago time, shall be deemed to have been receivedby Holder on the next business day and shall bear interest accordingly. If andso long as Holder directs Maker to make payments to a servicing agent, thenpayments may be made by check. Payments made by check will be deemed made whenreceived provided that good funds for such check are available uponpresentation of such check by Holder or the servicing agent.

3. **Security For Note.**The payment ofthis Note and all other sums due Holder is secured by: (a) Deed of Trust,Assignment of Leases, Rents and Contracts, Security Agreement and FixtureFiling (“Mortgage”), of even date herewith, granted by Maker, as Trustor, to atrustee in favor of Holder and ALLSTATE LIFE INSURANCE COMPANY, an Illinoiscorporation (“ALIC”), as beneficiary, covering certain real property, theimprovements thereon and certain personal property situated in the County ofMaricopa, State of Arizona and described in the Mortgage (“Property”), and (b)those certain instruments of indebtedness and security described as “RelatedAgreements” in the Mortgage. Except as otherwise defined herein, all of thedefined terms contained in the Mortgage and the Related Agreements are herebyincorporated herein by express reference.

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

 

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

 

 

2

----

 

 

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

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

 

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

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

 

7. **AdditionalPayments.**The additional payments called for under Paragraphs 4 and5 shall be in addition to, and shall in no way limit, any other rights andremedies provided for in this Note, the Mortgage, any Related Agreements, orotherwise provided by law.

 

8. **Payment of Taxes and Expenses.**

(a)             Maker further promises to pay toHolder, immediately upon written notice from Holder: (i) all recordation,transfer, stamp, documentary or other fees or taxes levied on Holder (exclusiveof 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 propertytaxes levied upon any Holder of this Note or mortgagee under the Mortgage orsecured party under the Related Agreements.

(b)             Maker further promises to pay toHolder, immediately upon written notice from Holder, all actual costs,expenses, disbursements, escrow fees, title charges and reasonable legal feesand expenses incurred by Holder and its counsel in connection with: (i) thecollection, attempted collection, or negotiation and documentation of anysettlement or workout of any payment due hereunder, and (ii) any suit orproceeding whatsoever in regard to this Note or the protection or enforcementof the lien of any instrument securing this Note, including, withoutlimitation, in any bankruptcy proceeding or judicial or nonjudicial foreclosureproceeding. It is the intent of the parties that Maker pay all expenses andreasonable attorneys’ fees incurred by Holder as a result of Holder’s enteringinto 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 timewith thirty (30) days prior written notice to Holder, specifying the date ofprepayment, Maker will have the privilege of prepaying the outstandingprincipal amount together with any accrued but unpaid interest, any other sumssecured 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)          theyield maintenance payment calculated as follows:

3

----

 

If the Prevailing Interest Rate (as hereinafterdefined) is less than the Contract Rate, the yield maintenance payment shall bethe remainder of (x) minus (y) where “(x)” is the present value of all unpaidinstallments of principal and interest due under this Note from the date ofprepayment to and including the original maturity date of this Note, discountedat the Prevailing Interest Rate, and “(y)” is the outstanding principal balanceof this Note as of the prepayment date. The term “Prevailing Interest Rate” asused herein shall mean the yield to maturity on a United States Treasury Bondor Treasury Note selected by Holder having a maturity date as near as possibleto the original maturity date of this Note and an “ask” price, as close aspossible to par (as published two weeks prior to the specified date ofprepayment in *The Wall Street Journal*or similarpublication or available from the Federal Reserve Bank of New York), less theBasis Point Adjustment as computed in accordance with Exhibit A attachedhereto to convert the monthly payments to a semi-annual equivalent.

 

Notwithstanding the foregoing, Maker shall have noright to prepay this Note unless at the time of such prepayment Maker alsoprepays in full all amounts due under that certain Mortgage Note of even dateherewith (the “ALIC Note”), made by Maker to the order of ALIC, in the principalamount of SIXTEEN MILLION DOLLARS ($16,000,000).

 

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

 

Makeracknowledges that Holder:

 

(a)             hasadvanced the amounts evidenced by this Note with the expectation that suchamounts would be outstanding for a period at least equal to the No-PrepaymentPeriod;

 

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

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

(d)             wouldnot make the loan without full and complete assurance by Maker of its agreementnot to prepay all or a part of the principal of this Note except as expresslypermitted herein and in the Mortgage. Maker has been advised and acknowledgesthat Holder is relying on the receipt of payments under this Note to, amongother things, match and support its obligations under contracts entered into byHolder with third parties and that in the event of a prepayment, Holder couldsuffer loss

4

----

and additional expenses which are extremely difficultand impractical to ascertain. Accordingly, it is the express intent of Makerand Holder that (i) Maker shall have no right to prepay this Note during theNo-Prepayment Period, (ii) any prepayment of this Note during the No-PrepaymentPeriod shall only occur in the event Holder accelerates payment under this Noteor as otherwise set forth in the Mortgage, (iii) any prepayment described inforegoing clause (ii) shall (unless otherwise expressly permitted in theMortgage) require the payment of a Prepayment Premium calculated as providedfor hereinabove; and (iv) to the extent permitted by applicable law, Maker haswaived, and hereby waives, any right to prepay this Note except as expresslyprovided in the Mortgage or this Note. In the event, notwithstanding theforegoing express intent of Maker and Holder and the express waiver by Maker ofany right to prepay this Note, that the applicable law of the jurisdiction inwhich the Property is located permits Maker to prepay this Note during theNo-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 theprovisions of this Note and except as otherwise provided in this Note or theMortgage, Maker has no right to prepay this Note in whole or in part. In theevent any prepayment is required or expressly permitted, Maker shall be liablefor the payment of the Prepayment Premium unless expressly stated otherwise in theMortgage. Furthermore, Maker waives any rights it may have under any applicablestate laws as they relate to any prepayment restrictions contained in thisParagraph 9 or otherwise contained in this Note and expressly acknowledges thatHolder has made the loan in reliance upon such agreements and waiver of Makerand that Holder would not have made the loan without such agreements and waiverof Maker. Maker acknowledges that specific weight has been given to theconsideration given for such agreements, which consideration is the granting ofthe loan.

 

10. **Evasionof Prepayment Premium.**Maker acknowledges that in the event ofan 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 indebtednessevidenced hereby, but not including the Prepayment Premium, made at any timeprior to a foreclosure sale by Maker, its successors or assigns or by anyone onbehalf of Maker, shall be presumed to be and conclusively deemed to constitutea deliberate evasion of the prepayment provisions hereof and shall constitute aprepayment hereunder and shall therefore be subject to the Prepayment Premiumas calculated in accordance with this Note with the date of prepayment beingdeemed the date of occurrence of the foreclosure sale or the tender of paymentof the amount necessary to pay the entire indebtedness evidenced hereby infull, including the Prepayment Premium.

 

11. **Maker’s Covenants.**Maker agreesthat:

 

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

5

----

 

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

(c)             said obligation constitutes abusiness loan for the purpose of the application of any laws that distinguishbetween consumer loans and business loans and that have as their purpose theprotection of consumers in the state or commonwealth in which the Property islocated;

 

(d)             atthe option of Holder, the United States District Court for the district inwhich the Property is located and any court of competent jurisdiction of thestate or commonwealth in which the Property is located shall have jurisdictionin any action, suit or other proceeding arising out of or relating to any acttaken or omitted hereunder or the enforcement of this Note, the Mortgage andthe Related Agreements and Maker shall not assert in any such action, suit orother proceeding that it is not personally subject to the jurisdiction of suchcourts, that the action, suit or other proceeding is brought in an inconvenientforum or that the venue of the action, suit or other proceeding is improper;

 

(e)           it hereby waives any objections tovenue; and

 

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

12. **Severability.**The parties heretointend and believe that each provision of this Note comports with all applicablelocal, state and federal laws and judicial decisions. However, if any provisionor any portion of any provision contained in this Note is held by a court oflaw to be invalid, illegal, unlawful, void or unenforceable as written in anyrespect, then it is the intent of all parties hereto that such portion orprovision 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 ifsuch illegal, invalid, unlawful, void or unenforceable portion or provision wasnot contained therein, and the rights, obligations and interests of Maker andHolder under the remainder of this Note shall continue in full force andeffect.

13. **UsuryLaws.**Maker agrees to pay an effective rate of interest which isthe stated rate provided for in this Note, plus any additional rate of interestresulting from any charges of interest or in the nature of interest paid or tobe paid in connection with the loan evidenced by this Note, including withoutlimitation, any amounts paid pursuant to the provisions of that certainCommitment 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 toHolder, 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 themaximum amount of interest to be charged with respect to the lendingtransaction evidenced by this Note, be payable by Maker as, and shall beconsidered to be, additional interest, and for such purposes only, the agreedupon and “contracted rate of interest” shall be the Contract Rate increased toreflect the payment of such Additional

 

6

----

 

Sums as interest, which rate Maker hereby agrees topay. It is the intention of Maker and Holder to conform strictly to the usurylaws 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 anyRelated Agreement is found to be usurious, such interest shall be subject toreduction to an amount not to exceed the maximum non-usurious amount forcommercial loans allowed under the usury laws of the State in which theProperty is located as now or hereafter construed by the courts havingjurisdiction over such matters. In the event such interest (whether designatedas interest, service charges, points, or otherwise) does exceed the maximumlegal rate, it shall be:

 

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

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

(c)           if this Note has been prepaid infull, then such excess shall be rebated to Maker (and Maker hereby agrees toaccept 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 Noteand/or any Future Advance (as defined in the Mortgage) then outstanding, allaccrued and unpaid interest thereon and all other sums payable under this Note,which shall include the Prepayment Premium (calculated as provided for inParagraph 9 hereinabove), the Mortgage or any note evidencing any Future Advance,to be immediately due and payable and, notwithstanding the stated maturity inthis Note or any note evidencing any Future Advance, all such sums declared dueand payable shall thereupon become immediately due and payable. During theexistence of such Event of Default, Holder may apply payments received on anyamounts due under this Note, the Mortgage, any Related Agreement or any noteevidencing any Future Advance as Holder may determine in its sole discretion.

15. **Waiversby Maker.**As to this Note, the Mortgage, the Related Agreementsand 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 alsoseverally waive diligence, valuation and appraisement, presentment for payment,protest and demand, notice of protest, demand and dishonor and diligence incollection and nonpayment of this Note and all other notices in connection withthe delivery, acceptance, performance, default, or enforcement of the paymentof this Note (except notice of default specifically provided for in theMortgage and the Related Agreements). To the extent permitted by law, Makerfurther waives all benefit that might accrue to Maker by virtue of any presentor 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 beissued on any judgment recovered on this Note or in any action to foreclose the

 

7

----

 

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

16. **Maker Not Released.**No delay oromission 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 ofan Event of Default shall constitute a waiver of the right of Holder toexercise such rights and remedies at a later time by reason of such Event ofDefault or by reason of any subsequently occurring Event of Default. Theacceptance by Holder of payment of any sum payable hereunder after the due dateof such payment shall not be a waiver of Holder’s right to either requireprompt payment when due of all other sums payable hereunder or to declare adefault for failure to make prompt payment. This Note, or any paymenthereunder, may be extended from time to time by agreement in writing betweenMaker and Holder without in any other way affecting the liability andobligations of Maker and endorsers, if any.

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

(a)             Holder may, in accordance with theterms of this Note, the Mortgage or any Related Agreement: (i) foreclose thelien of the Mortgage, (ii) take appropriate action to enforce this Note, theMortgage and the Related Agreements to realize upon and/or protect the LoanCollateral, (iii) name Maker as a party defendant in any action brought underthis Note, the Mortgage or the Related Agreements so long as the exercise ofany remedy is limited to the Loan Collateral and only to the extent required byapplicable law, rule, order, regulation or other legal requirement, (iv) pursueall of its rights and remedies against any guarantor or surety or mastertenant, 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 remediesagainst Maker and the other indemnitor under that certain EnvironmentalIndemnity Agreement of even date herewith;

(b)             Holdermay seek damages or other monetary relief to the extent of actual monetaryloss, or any other remedy at law or in equity against Maker and the indemnitor/guarantorunder that certain Nonrecourse Exception Indemnity Agreement of even dateherewith (“Nonrecourse Indemnitor”) by reason of or in connection with (i) thefailure of Maker to pay to Holder, upon demand, all rents, issues and profitsof the Property to which Holder is entitled pursuant to this Note, the Mortgageor the Related Agreements following an Event of Default, (ii) any waste of theProperty or any willful act or omission by Maker which damages or materiallyreduces the value of the

 

8

----

 

Property, (iii) the failure to apply all rents, issuesand profits from the Property to the payment of operating expenses, real estatetaxes, insurance, capital repair items, and the payment of sums due and owingunder this Note, the Mortgage or the Related Agreements prior to any otherexpenditure or distribution by Maker, (iv) the failure to account for and toturn over security deposits (and interest required by law or agreement to bepaid thereon) or prepaid rents during the continuance of an Event of Defaultunder this Note, the Mortgage or any Related Agreements, (v) the failure totimely pay real estate taxes or any regular or special assessments affectingthe Property, (vi) the failure to account for and to turn over real estate taxaccruals during the continuation of a default under this Note, the Mortgage orany Related Agreements, (vii) the failure to maintain casualty and liabilityinsurance as required under the Mortgage or the Related Agreements or to applyinsurance proceeds or condemnation awards relating to the Property or othercollateral in the manner required under applicable provisions of this Note, theMortgage or any Related Agreements, (viii) any modification, termination orcancellation of any lease of all or any portion of the Property withoutHolder’s prior written consent, if and to the extent such consent is requiredunder the Mortgage or the Related Agreements and if and to the extent suchmodification, termination or cancellation has a material adverse effect on thevalue of the Property, (ix) a default by Maker under any lease of all or anyportion of the Property, or (x) costs and expenses, including, withoutlimitation, attorney’s fees and transfer taxes, incurred by Holder in connectionwith the enforcement of this Note, the Mortgage or the Related Agreements or adeed-in-lieu of foreclosure; and

(c)             Maker and the NonrecourseIndemnitor shall become personally liable for payment of the indebtednessevidenced by this Note and performance of all other obligations of Maker underthis Note, the Mortgage and the Related Agreements upon occurrence of any (i)fraud or willful misrepresentation of a material fact by Maker or theNonrecourse Indemnitor in connection with this Note, the Mortgage or theRelated Agreements or any request for any action or consent by Holder, (ii) theoccurrence of any transfer of any interest in Maker or the Property inviolation 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 ofthis Note, the Mortgage or the Related Agreements (whether secured orunsecured, direct or contingent), other than unsecured debt or routine tradepayables incurred in the ordinary course of business in connection with theoperation of the Property.

 

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

 

18. **Successors and Assigns.**Theprovisions of this Note shall be binding upon Maker and its legalrepresentatives, successors and assigns and shall inure to the benefit of anyHolder and its successors and assigns. In the event Maker is composed of morethan one party, obligations arising from this Note are and shall be joint andseveral as to each such party.

 

9

----

 

19. **RemediesCumulative.**The remedies of Holder as provided in this Note, orin the Mortgage or the Related Agreements, and the warranties contained hereinor therein shall be cumulative and concurrent, may be pursued singly,successively or together at the sole discretion of Holder, may be exercised asoften as occasion for their exercise shall occur and in no event shall thefailure to exercise any such right or remedy be construed as a waiver orrelease of such right or remedy. No remedy under this Note, conferred upon orreserved to Holder is intended to be exclusive of any other remedy provided inthis 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 remedygiven under the Mortgage or any of the Related Agreements or hereunder or nowor hereafter existing at law or in equity or by statute.

 

20. **Notices.**All notices, written confirmation of wire transfers and all othercommunications with respect to this Note shall be directed as follows: if toHolder, 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, 3075Sanders Road, Northbrook, Illinois 60062; if to Maker, 1780 South BellaireStreet, Suite 100, Denver, Colorado 80222, with a copy to: Stephen R. Voelker,Esq., Jenkens & Gilchrist, 1445 Ross Avenue, Suite 3200, Dallas, Texas75202, or at such other place as Holder or Maker may from time to timedesignate in writing. All notices shall be in writing and shall be (a)hand-delivered, (b) sent by United States express mail or by private overnightcourier, or (c) served by certified mail postage prepaid, return receiptrequested, to the appropriate address set forth above. Notices served asprovided in (a) and (b) shall be deemed to be effective upon delivery. Anynotice served by certified mail shall be deposited in the United States mailwith postage thereon fully prepaid and shall be deemed effective on the day ofactual delivery as shown by the addressee’s return receipt or the expiration ofthree business days after the date of mailing, whichever is earlier in time.

 

21. **No OralModification.**This Note may not be modified or dischargedorally, but only by an agreement in writing signed by the party against whomenforcement of any waiver, modification or discharge is sought.

 

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

 

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

 

24. **Transfer of Note.**Holder may, atany time, sell, transfer or assign this Note, the Mortgage and the RelatedAgreements, and any or all servicing rights with respect to this Note, or grantparticipations in this Note or issue mortgage pass-through certificates orother securities evidencing a beneficial interest in this Note. Holder mayforward to any prospective purchaser or any rating agency all documents and

 

10

----

 

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

 

25. **Replacement Note.**Upon receipt ofevidence reasonably satisfactory to Maker of the loss, theft, destruction ormutilation of this Note, and in the case of any such loss, theft ordestruction, upon delivery of an indemnity agreement reasonably satisfactory toMaker or, in the case of any such mutilation, upon surrender and cancellationof this Note, Maker will execute and deliver to Holder in lieu thereof, areplacement note dated as of the date of this Note, identical in form and substanceto this Note and upon such execution and delivery all references in theMortgage to this Note shall be deemed to refer to such replacement note.

IN WITNESS WHEREOF, Maker has causedthis 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 wasacknowledged before me this 20th day of August, 2004 by John B. Greeman, theVice President  of AMERIVEST CAMELBACKINC., 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

----

 

**EXHIBITA**

 
| **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

----