EXHIBIT
      10.43

     

    PROMISSORY
      NOTE

    (this
      “Note”)

    


    
      	
              US$9,681,762

            	
              February
                24,
                2005

            


    

     

    FOR
      VALUE
      RECEIVED, NB FINANCE, LTD., a Bermuda corporation, having its registered office
      in Clarendon House, 2 Church Street, Hamilton, Bermuda (hereinafter referred
      to
      as “Borrower”), promises to pay to the order of NB CAPITAL CORPORATION, a
      Maryland corporation, at its principal place of business at 125 West 55th
      Street, New York, New York 10019 (hereinafter referred to as “Lender”), or at
      such other place as the holder thereof may from time to time designate in
      writing, the principal sum of nine million six hundred eighty-one thousand
      seven
      hundred and sixty-two dollars (US$9,681,762) (the “Original Principal Amount”)
      in lawful money of the United States of America with interest on the principal
      amount outstanding from time to time to be computed from the date hereof until
      such principal amount is paid in full at an annual rate equal to the lesser
      of
      (i) the maximum non-usurious rate permitted by applicable law and (ii) six
      percent and three hundred and seventy-seven thousandths of a percent (6.377%)
      calculated monthly on a semi-annual basis (the “Interest
      Rate”), said
      Original Principal Amount and interest to be paid as follows:

    


    
      	(i)	
              With
                respect to each Interest Period, interest payments shall be paid
                in
                arrears on the fifteenth (15th) day of each calendar month immediately
                following such Interest Period; provided, however, that if such day
                is not
                a Business Day, interest payments shall be made on the immediately
                succeeding Business Day (the “Interest Payment Date”). “Interest Period”
                means each calendar month or portion thereof during the term of the
                Note
                or, in the case of the initial Interest Period, the date hereof through
                February 28, 2005, “Business
                Day”
                means a day of the year on which banks are not required or authorized
                by
                law to close in Maryland, Bermuda and
                Quebec.

            


    

    


    
      	(ii)	
              The
                Original Principal Amount shall be due and payable, unless otherwise
                accelerated or prepaid in accordance with the terms of this Note
                or the
                Loan Agreement dated as of the date hereof, between Borrower and
                Lender
                (the “Loan Agreement”), on February 15, 2008, (the “Maturity Date”)
                in
                whole.

            


    

    


    Section
      1.Incorporation
      by Reference.
      All of
      the terms, covenants and conditions contained in the Mortgage Loan Assignment
      Agreement and the Loan Agreement with respect to the indebtedness evidenced
      by
      this Note are hereby made a part of this Note to the same extent and with the
      same force as if they were fully set forth herein.

    


    Section
      2.Security.
      The
      indebtedness evidenced by this Note is secured pursuant to that certain mortgage
      loan assignment agreement of even date herewith (the “Mortgage Loan Assignment
      Agreement”), assigning the mortgage loans more particularly described therein as
      well as Borrower’s interest in the real property securing such Mortgage Loans
      (the “Mortgage Loans”) as security to Lender, subject to a reassignment upon
      satisfaction in full of any indebtedness evidenced by this Note.

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    Section
      3.Prepayment.
      The
      Original Principal Amount of this Note is not subject to optional prepayment
      but
      is subject to mandatory prepayment prior to the Maturity Date upon the terms
      and
      conditions specified in the Loan Agreement.

    


    Section
      4.Default
      and Acceleration.
      If an
      Event of Default (as defined in the Loan Agreement), other than an Event of
      Default described in Section 6.1(g) of the Loan Agreement has occurred and
      is
      continuing, Lender may at any time, in addition to any other rights or remedies
      available to it pursuant to this Note, the Loan Agreement and the Mortgage
      Loan
      Assignment Agreement, or at law or in equity, take such action, without notice
      or demand, that Lender deems advisable to protect and enforce its rights against
      Borrower and in any of the Collateral (as defined in the Loan Agreement),
      including, without limitation, by notice to Borrower, declare the Debt to be
      forthwith due and payable, whereupon such Debt shall become and be forthwith
      due
      and payable, without presentment, demand, protest or further notice of any
      kind,
      all of which are hereby expressly waived by Borrower, and may enforce or avail
      itself of any or all rights or remedies provided in this Note, the Loan
      Agreement and the Mortgage Loan Assignment Agreement against Borrower and/or
      the
      Collateral (including selling the Mortgage Loans); and upon an Event of Default
      described in Section 6.1(g) of the Loan Agreement, the Debt shall automatically
      become and be due and payable, without presentment, demand, protest or any
      notice of any kind, all of which are hereby expressly waived by Borrower. “Debt”
means (a) the outstanding principal balance of this Note, (b) interest, default
      interest at the Default Rate, late charges and other sums, as provided in this
      Note, the Loan Agreement or the Mortgage Loan Assignment Agreement, (c) all
      other monies agreed or provided to be paid by Borrower in this Note, the Loan
      Agreement or the Mortgage Loan Assignment Agreement, and (d) all sums advanced
      and costs and expenses incurred by Lender in connection with the Debt or any
      part thereof, any renewal, extension, or change of or substitution of the Debt
      or any part thereof, or the acquisition or perfection of the security therefor,
      whether made or incurred at the request of Borrower or Lender.

    


    Section
      5.Savings
      Clause.
      It is
      expressly stipulated and agreed to be the intent of Borrower and Lender that
      this Note complies with the applicable usury and other laws relating to this
      Note now or hereafter in effect. If any such applicable laws render usurious
      any
      amount called for under this Note, or contracted for, charged or received with
      respect to this Note, or if the acceleration of the maturity of this Note or
      if
      any prepayment by Borrower results in Borrower having paid any interest in
      excess of that permitted by applicable law, then it is the express intent of
      the
      parties that all excess amounts theretofore collected by Lender be refunded
      to
      Borrower, and the provisions of this Note immediately be deemed reformed and
      the
      amounts thereafter collected under this Note reduced, without the necessity
      of
      the execution of any new document, so as to comply with the then applicable
      law,
      but so as to permit the recovery of the fullest amount otherwise called for
      under this Note.

    


    Section
      6. Late
      Charges; Mortgage Default Interest Rate.

    


    (a)
      Subject to Section 5, in the event that any installment of interest or principal
      shall become overdue for a period in excess of five (5) days, a “late charge” in
      an amount equal to five percent (5%) of the amount so overdue may be charged
      to
      Borrower by Lender for the purpose of defraying the expenses incident to
      handling such delinquent payments. Subject to Section 5, such late charge shall
      be in addition to, and not in lieu of, any other remedy Lender may have
and
      is in
      addition to Lender’s right to collect reasonable fees and charges of any agents
      or attorneys which Lender may employ in connection with any
      default.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    


    (b)
      If
      Borrower shall default in any payment of principal or interest, or any other
      amount owed by Borrower under this Note, the Loan Agreement or the Mortgage
      Loan
      Assignment Agreement, Borrower shall pay interest on the unpaid principal amount
      of this Note, payable in arrears on each Interest Payment Date and on demand,
      at
      a rate per annum equal at all times to the lesser of (x) the maximum
      non-usurious rate permitted by applicable law or (y) three percent (3%) per
      annum above the applicable Interest Rate until such defaulted amount has been
      paid by Borrower, together with interest thereon at the Default Rate. Payment
      or
      acceptance of the increased rate as provided in this Section is not a permitted
      alternative for timely payment and shall not constitute a waiver of a Default
      or
      an Event of Default or an amendment to this Note, the Loan Agreement or the
      Mortgage Loan Assignment Agreement and shall not otherwise prejudice or limit
      any rights or remedies of Lender.

    


    Section
      7.No
      Oral Change.
      This
      Note may not be modified, amended, waived, extended, changed, discharged or
      terminated orally or by act or failure to act on the part of Borrower or Lender,
      but only by an agreement in writing signed by the party against whom enforcement
      of any modification, amendment, waiver, extension, change, discharge or
      termination is sought.

    


    Section
      8.Waivers.
      Except
      for any notices expressly provided for in this Note, the Loan Agreement or
      the
      Mortgage Loan Assignment Agreement, Borrower and all others who may become
      liable for the payment of all or any part of the Debt do hereby severally waive
      presentment and demand for payment, notice of dishonor, protest and notice
      of
      protest and non-payment and all other notices of any kind. No release of any
      security for the Debt or extension of time for payment of this Note or any
      installment hereof, and no alteration, amendment or waiver of any provision
      of
      this Note, the Loan Agreement or the Mortgage Loan Assignment Agreement between
      Lender or any other person or party shall release, modify, amend, waive, extend,
      change, discharge, terminate or affect the liability of Borrower, and any other
      person or entity who may become liable for the payment of all or any part of
      the
      Debt, under this Note, the Loan Agreement or the Mortgage Loan Assignment
      Agreement. No notice to or demand on Borrower shall be deemed to be a waiver
      of
      the obligation of Borrower or of the right of Lender to take further action
      without further notice or demand as provided for in this Note, the Loan
      Agreement or the Mortgage Loan Assignment Agreement. Any failure of Lender
      to
      insist upon strict performance by Borrower of any of the provisions of this
      Note, the Loan Agreement or the Mortgage Loan Assignment Agreement shall not
      be
      deemed a waiver of any of the terms or provisions of this Note, the Loan
      Agreement or the Mortgage Loan Assignment Agreement, and Lender shall have
      the
      right thereafter to insist upon strict performance by Borrower of any and all
      of
      them.

    


    Section
      9.Non
      Recourse.
      Except
      as otherwise provided herein and the Loan Agreement and the Mortgage Loan
      Assignment Agreement, Lender shall not enforce the liability and obligation
      of
      Borrower to perform and observe the obligations contained in this Note, the
      Loan
      Agreement and the Mortgage Loan Assignment Agreement by any action or proceeding
      wherein a money judgment shall be sought against Borrower, except that Lender
      may bring an action or proceeding to enable Lender to enforce and realize upon
      this Note, the Loan
      Agreement and the Mortgage Loan Assignment Agreement, and the interest in the
      Mortgage Loans and in any Collateral (as defined in the Loan Agreement) given
      to
      Lender created by this Note, the Loan Agreement or the Mortgage Loan Assignment
      Agreement, provided, however, that any judgment in any action or proceeding
      shall be enforceable against Borrower only to the extent of Borrower’s interest
      in the Mortgage Loans and other Collateral given to Lender. The provisions
      of
      this Section shall not however (i) constitute a waiver, release or impairment
      of
      any obligation evidenced or secured by this Note, the Loan Agreement or the
      Mortgage Loan Assignment Agreement, (ii) affect the validity or enforceability
      of any indemnity made in connection with this Note, the Loan Agreement or the
      Mortgage Loan Assignment Agreement, or (iii) impair the enforcement of the
      Mortgage Loan Assignment Agreement.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    Section
      10. Authority.
      Borrower
      (and the undersigned representative of Borrower, if any) represents that
      Borrower has full power, authority and legal right to execute and deliver this
      Note, the Loan Agreement and the Mortgage Loan Assignment Agreement and that
      this Note, the Loan Agreement and the Mortgage Loan Assignment Agreement are
      valid and binding in accordance with their terms.

    


    Section
      11. Applicable
      Law.
      This
      Note shall be governed, construed, applied and enforced in accordance with
      the
      laws of Bermuda.

    


    Section
      12.Counsel
      Fees.
      In the
      event that it should become necessary to employ counsel to collect the Debt
      or
      to protect or foreclose the security therefor, Borrower also agrees to pay
      all
      reasonable fees and expenses of Lender, including, without limitation,
      reasonable attorney’s fees for the services of such counsel whether or not suit
      be brought.

    


    Section
      13.Notices.
      All
      notices and other communications provided for hereunder shall be in writing
      (including telegraphic, telecopy or telex communication) and mailed,
      telegraphed, telecopied, telexed or delivered, if to Borrower, at its address
      c/o Codan Services Limited, Clarendon House, 2 Church Street, Hamilton, HM
      11
      Bermuda, Attention: Secretary; and if to Lender, at its address at 125 West
      55th
      Street, New York, New York 10019, Attention: Chief Executive Officer; with
      a
      copy to National Bank of Canada, as servicer of Lender, at National Bank Tower,
      600 de La Gauchetiere West, Montreal, Quebec H3B 4L2 or as to each other party,
      at such other address as shall be designated by such party in a written notice
      to Borrower and Lender. All such notices and communications shall, when mailed,
      telegraphed, telecopied or telexed, be effective when deposited in the mails,
      delivered to the telegraph company, transmitted by telecopier or confirmed
      by
      telex answerback, respectively.

    


    Section
      14. Payment.
      Borrower
      shall make each payment, irrespective of any right of counterclaim or set-off,
      not later than 11:00 a.m. (Eastern Standard time) on each Interest Payment
      Date
      in United States dollars to Lender at an account or accounts Lender may
      designate from time to time in same day funds. All computations of interest
      and
      fees shall be made by Lender on the basis of a year of 360 days consisting
      of
      twelve (12) months of thirty (30) days each. Each determination by Lender of
      interest or fees hereunder shall be conclusive and binding for all purposes,
      absent manifest error.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, Borrower has caused this instrument to be duly executed as
      of
      the date in the year first above written.

     

    BORROWER

     

    NB
      FINANCE, LTD.

     

    By: 
/s/
      Vanessa Fontana

    
      
        

      

    

    Vanessa
      Fontana

     

    LENDER

     

    NB
      CAPITAL CORPORATION

     

    By: 
/s/
      Jean Dagenais

    
      
        

      

    

    Jean
      Dagenais

     

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    PROMISSORY
      NOTE

    (this
      “Note”)

     

    
      
        	
                US$17,535,114

              	
                February
                  24,
                  2005

              
	 	 


      


    FOR
      VALUE
      RECEIVED, NB FINANCE, LTD., a Bermuda corporation, having its registered office
      in Clarendon House, 2 Church Street, Hamilton, Bermuda (hereinafter referred
      to
      as “Borrower”), promises to pay to the order of NB CAPITAL CORPORATION, a
      Maryland corporation, at its principal place of business at 125 West 55th
      Street, New York, New York 10019 (hereinafter referred to as “Lender”), or at
      such other place as the holder thereof may from time to time designate in
      writing, the principal sum of seventeen million five hundred thirty-five
      thousand one hundred and fourteen dollars (US$17,535,114) (the “Original
      Principal Amount”)
      in lawful money of the United States of America with interest on the principal
      amount outstanding from time to time to be computed from the date hereof until
      such principal amount is paid in full at an annual rate equal to the lesser
      of
      (i) the maximum non-usurious rate permitted by applicable law and (ii) six
      percent and three hundred and eighty-one thousandths of a percent (6.381%)
      calculated monthly on a semi-annual basis (the “Interest Rate”), said Original
      Principal Amount and interest to be paid as follows:

    


    
      	(i)	
              With
                respect to each Interest Period, interest payments shall be paid
                in
                arrears on the fifteenth (15th) day of each calendar month immediately
                following such Interest Period; provided, however, that if such day
                is not
                a Business Day, interest payments shall be made on the immediately
                succeeding Business Day (the “Interest
                Payment
                Date”). “Interest
                Period” means
                each calendar month or portion thereof during the term of the Note
                or, in
                the case of the initial Interest Period, the date hereof through
                February
                28, 2005, “Business
                Day”
                means a day of the year on which banks are not required or authorized
                by
                law to close in Maryland, Bermuda and
                Quebec.

            


    

    


    
      	(ii)	
              The
                Original Principal Amount shall be due and payable, unless otherwise
                accelerated or prepaid in accordance with the terms of this Note
                or the
                Loan Agreement dated as of the date hereof, between Borrower and
                Lender
                (the “Loan Agreement”),
                on
                January 15, 2015 (the “Maturity Date”) in
                whole.

            


    

    


    Section
      1.Incorporation
      by Reference.
      All of
      the terms, covenants and conditions contained in the Mortgage Loan Assignment
      Agreement and the Loan Agreement with respect to the indebtedness evidenced
      by
      this Note are hereby made a part of this Note to the same extent and with the
      same force as if they were fully set forth herein.

    


    Section
      2.Security.
      The
      indebtedness evidenced by this Note is secured pursuant to that certain mortgage
      loan assignment agreement of even date herewith (the “Mortgage Loan Assignment
      Agreement”), assigning the mortgage loans more particularly described therein as
      well as Borrower’s interest in the real property securing such Mortgage Loans
      (the “Mortgage Loans”) as security to Lender, subject to a reassignment upon
      satisfaction in full of any indebtedness evidenced by this Note.

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    Section
      3.Prepayment.
      The
      Original Principal Amount of this Note is not subject to optional prepayment
      but
      is subject to mandatory prepayment prior to the Maturity Date upon the terms
      and
      conditions specified in the Loan Agreement.

    


    Section
      4.Default
      and Acceleration.
      If an
      Event of Default (as defined in the Loan Agreement), other than an Event of
      Default described in Section 6.1(g) of the Loan Agreement has occurred and
      is
      continuing, Lender may at any time, in addition to any other rights or remedies
      available to it pursuant to this Note, the Loan Agreement and the Mortgage
      Loan
      Assignment Agreement, or at law or in equity, take such action, without notice
      or demand, that Lender deems advisable to protect and enforce its rights against
      Borrower and in any of the Collateral (as defined in the Loan Agreement),
      including, without limitation, by notice to Borrower, declare the Debt to be
      forthwith due and payable, whereupon such Debt shall become and be forthwith
      due
      and payable, without presentment, demand, protest or further notice of any
      kind,
      all of which are hereby expressly waived by Borrower, and may enforce or avail
      itself of any or all rights or remedies provided in this Note, the Loan
      Agreement and the Mortgage Loan Assignment Agreement against Borrower and/or
      the
      Collateral (including selling the Mortgage Loans); and upon an Event of Default
      described in Section 6.1(g) of the Loan Agreement, the Debt shall automatically
      become and be due and payable, without presentment, demand, protest or any
      notice of any kind, all of which are hereby expressly waived by Borrower.
“Debt”means
      (a)
      the outstanding principal balance of this Note, (b) interest, default interest
      at the Default Rate, late charges and other sums, as provided in this Note,
      the
      Loan Agreement or the Mortgage Loan Assignment Agreement, (c) all other monies
      agreed or provided to be paid by Borrower in this Note, the Loan Agreement
      or
      the Mortgage Loan Assignment Agreement, and (d) all sums
      advanced
      and costs and expenses incurred by Lender in connection with the Debt or any
      part thereof, any renewal, extension, or change of or substitution of the Debt
      or any part thereof, or the acquisition or perfection of the security therefor,
      whether made or incurred at the request of Borrower or Lender.

    


    Section
      5.Savings
      Clause.
      It is
      expressly stipulated and agreed to be the intent of Borrower and Lender that
      this Note complies with the applicable usury and other laws relating to this
      Note now or hereafter in effect. If any such applicable laws render usurious
      any
      amount
      called for under this Note, or contracted for, charged or received with respect
      to this Note, or if the acceleration of the maturity of this Note or if any
      prepayment by Borrower results in Borrower having paid any interest in excess
      of
      that permitted by applicable law, then it is the express intent of the parties
      that all excess amounts theretofore collected by Lender be refunded to Borrower,
      and the provisions of this Note immediately be deemed reformed and the amounts
      thereafter collected under this Note reduced, without the necessity of the
      execution of any new document, so as to comply with the then applicable law,
      but
      so as to permit the recovery of the fullest amount otherwise called for under
      this Note.

    


    Section
      6. Late
      Charges; Mortgage Default Interest Rate.

    


    (a)
      Subject to Section 5, in the event that any installment of interest or principal
      shall become overdue for a period in excess of five (5) days, a “late charge” in
      an amount equal to five percent (5%) of the amount so overdue may be charged
      to
      Borrower by Lender for the purpose of defraying the expenses incident to
      handling such delinquent payments. Subject to Section 5, such late charge shall
      be in addition to, and not in lieu of, any other remedy Lender may have
and
      is in
      addition to Lender’s right to collect reasonable fees and charges of any agents
      or attorneys which Lender may employ in connection with any
      default.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    


    (b)
      If
      Borrower shall default in any payment of principal or interest, or any other
      amount owed by Borrower under this Note, the Loan Agreement or the Mortgage
      Loan
      Assignment Agreement, Borrower shall pay interest on the unpaid principal amount
      of this Note, payable in arrears on each Interest Payment Date and on demand,
      at
      a rate per annum equal at all times to the lesser of (x) the maximum
      non-usurious rate permitted by applicable law or (y) three percent (3%) per
      annum above the applicable Interest Rate until such defaulted amount has been
      paid by Borrower, together with interest thereon at the Default Rate. Payment
      or
      acceptance of the increased rate as provided in this Section is not a permitted
      alternative for timely payment and shall not constitute a waiver of a Default
      or
      an Event of Default or an amendment to this Note, the Loan Agreement or the
      Mortgage Loan Assignment Agreement and shall not otherwise prejudice or limit
      any rights or remedies of Lender.

    


    Section
      7.No
      Oral Change.
      This
      Note may not be modified, amended, waived, extended, changed, discharged or
      terminated orally or by act or failure to act on the part of Borrower or Lender,
      but only by an agreement in writing signed by the party against whom enforcement
      of any modification, amendment, waiver, extension, change, discharge or
      termination is sought.

    


    Section
      8.Waivers.
      Except
      for any notices expressly provided for in this Note, the Loan Agreement or
      the
      Mortgage Loan Assignment Agreement, Borrower and all others who may become
      liable for the payment of all or any part of the Debt do hereby severally waive
      presentment and demand for payment, notice of dishonor, protest and notice
      of
      protest and non-payment and all other notices of any kind. No release of any
      security for the Debt or extension of time for payment of this Note or any
      installment hereof, and no alteration, amendment or waiver of any provision
      of
      this Note, the Loan Agreement or the Mortgage Loan Assignment Agreement between
      Lender or any other person or party shall release, modify, amend, waive, extend,
      change, discharge, terminate or affect the liability of Borrower, and any other
      person or entity who may become liable for the payment of all or any part of
      the
      Debt, under this Note, the Loan Agreement or the Mortgage Loan Assignment
      Agreement. No notice to or demand on Borrower shall be deemed to be a waiver
      of
      the obligation of Borrower or of the right of Lender to take further action
      without further notice or demand as provided for in this Note, the Loan
      Agreement or the Mortgage Loan Assignment Agreement. Any failure of Lender
      to
      insist upon strict performance by Borrower of any of the provisions of this
      Note, the Loan Agreement or the Mortgage Loan Assignment Agreement shall not
      be
      deemed a waiver of any of the terms or provisions of this Note, the Loan
      Agreement or the Mortgage Loan Assignment Agreement, and Lender shall have
      the
      right thereafter to insist upon strict performance by Borrower of any and all
      of
      them.

    


    Section
      9.Non
      Recourse.
      Except
      as otherwise provided herein and the Loan Agreement and the Mortgage Loan
      Assignment Agreement, Lender shall not enforce the liability and obligation
      of
      Borrower to perform and observe the obligations contained in this Note, the
      Loan
      Agreement and the Mortgage Loan Assignment Agreement by any action or proceeding
      wherein a money judgment shall be sought against Borrower, except that Lender
      may bring an action or proceeding to enable Lender to enforce and realize upon
      this Note, the Loan
      Agreement and the Mortgage Loan Assignment Agreement, and the interest in the
      Mortgage Loans and in any Collateral (as defined in the Loan Agreement) given
      to
      Lender created by this Note, the Loan Agreement or the Mortgage Loan Assignment
      Agreement, provided, however, that any judgment in any action or proceeding
      shall be enforceable against Borrower only to the extent of Borrower’s interest
      in the Mortgage Loans and other Collateral given to Lender. The provisions
      of
      this Section shall not however (i) constitute a waiver, release or impairment
      of
      any obligation evidenced or secured by this Note, the Loan Agreement or the
      Mortgage Loan Assignment Agreement, (ii) affect the validity or enforceability
      of any indemnity made in connection with this Note, the Loan Agreement or the
      Mortgage Loan Assignment Agreement, or (iii) impair the enforcement of the
      Mortgage Loan Assignment Agreement.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    


    Section
      10. Authority.
      Borrower
      (and the undersigned representative of Borrower, if any) represents that
      Borrower has full power, authority and legal right to execute and deliver this
      Note, the Loan Agreement and the Mortgage Loan Assignment Agreement and that
      this Note, the Loan Agreement and the Mortgage Loan Assignment Agreement are
      valid and binding in accordance with their terms.

    


    Section
      11.Applicable
      Law.
      This
      Note shall be governed, construed, applied and enforced in accordance with
      the
      laws of Bermuda.

    


    Section
      12.Counsel
      Fees.
      In the
      event that it should become necessary to employ counsel to collect the Debt
      or
      to protect or foreclose the security therefor, Borrower also agrees to pay
      all
      reasonable fees and expenses of Lender, including, without limitation,
      reasonable attorney’s fees for the services of such counsel whether or not suit
      be brought.

    


    Section
      13. Notices.
      All
      notices and other communications provided for hereunder shall be in writing
      (including telegraphic, telecopy or telex communication) and mailed,
      telegraphed, telecopied, telexed or delivered, if to Borrower, at its address
      c/o Codan Services Limited, Clarendon House, 2 Church Street, Hamilton, HM
      11
      Bermuda, Attention: Secretary; and if to Lender, at its address at 125 West
      55th
      Street, New York, New York 10019, Attention: Chief Executive Officer; with
      a
      copy to National Bank of Canada, as servicer of Lender, at National Bank Tower,
      600 de La Gauchetiere West, Montreal, Quebec H3B 4L2 or as to each other party,
      at such other address as shall be designated by such party in a written notice
      to Borrower and Lender. All such notices and communications shall, when mailed,
      telegraphed, telecopied or telexed, be effective when deposited in the mails,
      delivered to the telegraph company, transmitted by telecopier or confirmed
      by
      telex answerback, respectively.

    


    Section
      14.Payment.
      Borrower
      shall make each payment, irrespective of any right of counterclaim or set-off,
      not later than 11:00 a.m. (Eastern Standard time) on each Interest Payment
      Date
      in United States dollars to Lender at an account or accounts Lender may
      designate from time to time in same day funds. All computations of interest
      and
      fees shall be made by Lender on the basis of a year of 360 days consisting
      of
      twelve (12) months of thirty (30) days each. Each determination by Lender of
      interest or fees hereunder shall be conclusive and binding for all purposes,
      absent manifest error.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, Borrower has caused this instrument to be duly executed as
      of
      the date in the year first above written.

     

    
      BORROWER

       

      NB
        FINANCE, LTD.

       

      By: 
/s/
        Vanessa Fontana

      
        
          

        

      

      Vanessa
        Fontana

       

      LENDER

       

      NB
        CAPITAL CORPORATION

       

      By: 
/s/
        Jean Dagenais

      
        
          

        

      

      Jean
        Dagenais

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

    

     

    PROMISSORY
      NOTE

    (this
      “Note”)

     

    
      	
              US$7,986,713

            	
              February
                24, 2005

            
	 	 


    

    FOR
      VALUE
      RECEIVED, NB FINANCE, LTD., a Bermuda corporation, having its registered office
      in Clarendon House, 2 Church Street, Hamilton, Bermuda (hereinafter referred
      to
      as “Borrower”),
      promises
      to pay to the order of NB CAPITAL CORPORATION, a Maryland corporation, at its
      principal place of business at 125 West 55th Street, New York, New York 10019
      (hereinafter referred to as “Lender”), or at such other place as the holder
      thereof may from time to time designate in writing, the principal sum of seven
      million nine hundred eighty-six
      thousand
      seven hundred and thirteen dollars (US$7,986,713) (the “Original
      Principal Amount”) in
      lawful
      money of the United States of America with interest on the principal amount
      outstanding from time to time to be computed from the date hereof until such
      principall amount is paid in full at an annual rate equal to the lesser of
      (i)
      the maximum non-usurious rate permitted by applicable law and (ii) seven percent
      and five hundred and seventy-five thousandths of a percent (7.575%) calculated
      monthly on a semi-annual basis (the “Interest Rate”), said Original Principal
      Amount and interest to be paid as follows:

    


    
      	(i)	
              With
                respect to each Interest Period, interest payments shall be paid
                in
                arrears on the fifteenth (15th) day of each calendar month immediately
                following such Interest Period; provided, however, that if such day
                is not
                a Business Day, interest payments shall be made on the immediately
                succeeding Business Day (the “Interest Payment Date”). “Interest Period”
                means each calendar month or portion thereof during the term of the
                Note
                or, in the case of the initial Interest Period, the date hereof through
                February 28, 2005. “Business
                Day”
                means a day of the year on which banks are not required or authorized
                by
                law to close in Maryland, Bermuda and
                Quebec.

            


    

    


    
      	(ii)	
              The
                Original Principal Amount shall be due and payable, unless otherwise
                accelerated or prepaid in accordance with the terms of this Note
                or the
                Loan Agreement dated as of the date hereof, between Borrower and
                Lender
                (the “Loan
                Agreement”),
                on January 15, 2015 (the “Maturity Date”)
                in
                whole.

            


    

    


    Section
      1.Incorporation
      by Reference.
      All of
      the terms, covenants and conditions contained in the Mortgage Loan Assignment
      Agreement and the Loan Agreement with respect to the indebtedness evidenced
      by
      this Note are hereby made a part of this Note to the same extent and with the
      same force as if they were fully set forth herein.

    


    Section
      2.Security.
      The
      indebtedness evidenced by this Note is secured pursuant to that certain mortgage
      loan assignment agreement of even date herewith (the “Mortgage Loan Assignment
      Agreement”), assigning the mortgage loans more particularly described therein as
      well as Borrower’s interest in the real property securing such Mortgage Loans
      (the “Mortgage Loans”) as security to Lender, subject to a reassignment upon
      satisfaction in full of any indebtedness evidenced by this Note.

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    Section
      3.Prepayment.
      The
      Original Principal Amount of this Note is not subject to optional prepayment
      but
      is subject to mandatory prepayment prior to the Maturity Date upon the terms
      and
      conditions specified in the Loan Agreement.

    


    Section
      4. Default
      and Acceleration.
      If an
      Event of Default (as defined in the Loan Agreement), other than an Event of
      Default described in Section 6.1(g) of the Loan Agreement has occurred and
      is
      continuing, Lender may at any time, in addition to any other rights or remedies
      available to it pursuant to this Note, the Loan Agreement and the Mortgage
      Loan
      Assignment Agreement, or at law or in equity, take such action, without notice
      or demand, that Lender deems advisable to protect and enforce its rights against
      Borrower and in any of the Collateral (as defined in the Loan Agreement),
      including, without limitation, by notice to Borrower, declare the Debt to be
      forthwith due and payable, whereupon such Debt shall become and be forthwith
      due
      and payable, without presentment, demand, protest or further notice of any
      kind,
      all of which are hereby expressly waived by Borrower, and may enforce or avail
      itself of any or all rights or remedies provided in this Note, the Loan
      Agreement and the Mortgage Loan Assignment Agreement against Borrower and/or
      the
      Collateral (including selling the Mortgage Loans); and upon an Event of Default
      described in Section 6.1(g) of the Loan Agreement, the Debt shall automatically
      become and be due and payable, without presentment, demand, protest or any
      notice of any kind, all of which are hereby expressly waived by Borrower. “Debt”
means (a) the outstanding principal balance of this Note, (b) interest, default
      interest at the Default Rate, late charges and other sums, as provided in this
      Note, the Loan Agreement or the Mortgage Loan Assignment Agreement, (c) all
      other monies agreed or provided to be paid by Borrower in this Note, the Loan
      Agreement or the Mortgage Loan Assignment Agreement, and (d) all sums advanced
      and costs and expenses incurred by Lender in connection with the Debt or any
      part thereof, any renewal, extension, or change of or substitution of the Debt
      or any part thereof, or the acquisition or perfection of the security therefor,
      whether made or incurred at the request of Borrower or Lender.

    


    Section
      5.Savings
      Clause.
      It is
      expressly stipulated and agreed to be the intent of Borrower and Lender that
      this Note complies with the applicable usury and other laws relating to this
      Note now or hereafter in effect. If any such applicable laws render usurious
      any
      amount called for under this Note, or contracted for, charged or received with
      respect to this Note, or if the acceleration of the maturity of this Note or
      if
      any prepayment by Borrower results in Borrower having paid any interest in
      excess of that permitted by applicable law, then it is the express intent of
      the
      parties that all excess amounts theretofore collected by Lender be refunded
      to
      Borrower, and the provisions of this Note immediately be deemed reformed and
      the
      amounts thereafter collected under this Note reduced, without the necessity
      of
      the execution of any new document, so as to comply with the then applicable
      law,
      but so as to permit the recovery of the fullest amount otherwise called for
      under this Note.

    


    Section
      6. Late
      Charges; Mortgage Default Interest Rate.

    


    (a)
      Subject to Section 5, in the event that any installment of interest or principal
      shall become overdue for a period in excess of five (5) days, a “late charge” in
      an amount equal to five percent (5%) of the amount so overdue may be charged
      to
      Borrower by Lender for the purpose of defraying the expenses incident to
      handling such delinquent payments. Subject to Section
      5,
      such
      late charge shall be in addition to, and not in lieu of, any other remedy Lender
      may have and
      is in
      addition to Lender’s right to collect reasonable fees and charges of any agents
      or attorneys which Lender may employ in connection with any
      default.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    


    (b)
      If
      Borrower shall default in any payment of principal or interest, or any other
      amount owed by Borrower under this Note, the Loan Agreement or the Mortgage
      Loan
      Assignment Agreement, Borrower shall pay interest on the unpaid principal amount
      of this Note, payable in arrears on each Interest Payment Date and on demand,
      at
      a rate per annum equal at all times to the lesser of (x) the maximum non
      usurious rate permitted by applicable law or (y) three percent (3%) per annum
      above the applicable Interest Rate until such defaulted amount has been paid
      by
      Borrower, together with interest thereon at the Default Rate. Payment or
      acceptance of the increased rate as provided in this Section is not a permitted
      alternative for timely payment and shall not constitute a waiver of a Default
      or
      an Event of Default or an amendment to this Note, the Loan Agreement or the
      Mortgage Loan Assignment Agreement and shall not otherwise prejudice or limit
      any rights or remedies of Lender.

    


    Section
      7.No
      Oral Change.
      This
      Note may not be modified, amended, waived, extended, changed, discharged or
      terminated orally or by act or failure to act on the part of Borrower or Lender,
      but only by an agreement in writing signed by the party against whom enforcement
      of any modification, amendment, waiver, extension, change, discharge or
      termination is sought.

     

    Section
      8.Waivers.
      Except
      for any notices expressly provided for in this Note, the Loan Agreement or
      the
      Mortgage Loan Assignment Agreement, Borrower and all others who may become
      liable for the payment of all or any part of the Debt do hereby severally waive
      presentment and demand for payment, notice of dishonor, protest and notice
      of
      protest and non-payment and all other notices of any kind. No release of any
      security for the Debt or extension of time for payment of this Note or any
      installment hereof, and no alteration, amendment or waiver of any provision
      of
      this Note, the Loan Agreement or the Mortgage Loan Assignment Agreement between
      Lender or any other person or party shall release, modify, amend, waive, extend,
      change, discharge, terminate or affect the liability of Borrower, and any other
      person or entity who may become liable for the payment of all or any part of
      the
      Debt, under this Note, the Loan Agreement or the Mortgage Loan Assignment
      Agreement. No notice to or demand on Borrower shall be deemed to be a waiver
      of
      the obligation of Borrower or of the right of Lender to take further action
      without further notice or demand as provided for in this Note, the Loan
      Agreement or the Mortgage Loan Assignment Agreement. Any
      failure
      of Lender to insist upon strict performance by Borrower of any of the provisions
      of this Note, the Loan Agreement or the Mortgage Loan Assignment Agreement
      shall
      not be deemed a waiver of any of the terms or provisions of this Note, the
      Loan
      Agreement or the Mortgage Loan Assignment Agreement, and Lender shall have
      the
      right thereafter to insist upon strict performance by Borrower of any and all
      of
      them.

    


    Section
      9.
      Non
      Recourse.
      Except
      as otherwise provided herein and the Loan Agreement and the Mortgage Loan
      Assignment Agreement, Lender shall not enforce the liability and obligation
      of
      Borrower to perform and observe the obligations contained in this Note, the
      Loan
      Agreement and the Mortgage Loan Assignment Agreement by any action or proceeding
      wherein a money judgment shall be sought against Borrower, except that Lender
      may bring an action or proceeding to enable Lender to enforce and realize upon
      this Note, the Loan
      Agreement and the Mortgage Loan Assignment Agreement, and the interest in the
      Mortgage Loans and in any Collateral (as defined in the Loan Agreement) given
      to
      Lender created by this Note, the Loan Agreement or the Mortgage Loan Assignment
      Agreement, provided, however, that any judgment in any action or proceeding
      shall be enforceable against Borrower only to the extent of Borrower’s interest
      in the Mortgage Loans and other Collateral given to Lender. The provisions
      of
      this Section shall not however (i) constitute a waiver, release or impairment
      of
      any obligation evidenced or secured by this Note, the Loan Agreement or the
      Mortgage Loan Assignment Agreement, (ii) affect the validity or enforceability
      of any indemnity made in connection with this Note, the Loan Agreement or the
      Mortgage Loan Assignment Agreement, or (iii) impair the enforcement of the
      Mortgage Loan Assignment Agreement.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    


    Section
      10. Authority.
      Borrower
      (and the undersigned representative of Borrower, if any) represents that
      Borrower has full power, authority and legal right to execute and deliver this
      Note, the Loan Agreement and the Mortgage Loan Assignment Agreement and that
      this Note, the Loan Agreement and the Mortgage Loan Assignment Agreement are
      valid and binding in accordance with their terms.

    


    Section
      11.Applicable
      Law.
      This
      Note shall be governed, construed, applied and enforced in accordance with
      the
      laws of Bermuda.

    


    Section
      12.Counsel
      Fees.
      In the
      event that it should become necessary to employ counsel to collect the Debt
      or
      to protect or foreclose the security therefor, Borrower also agrees to pay
      all
      reasonable fees and expenses of Lender, including, without limitation,
      reasonable attorney’s fees for the services of such counsel whether or not suit
      be brought.

    


    Section
      13. Notices.
      All
      notices and other communications provided for hereunder shall be in writing
      (including telegraphic, telecopy or telex communication) and mailed,
      telegraphed, telecopied, telexed or delivered, if to Borrower, at its address
      c/o Codan Services Limited, Clarendon House, 2 Church Street, Hamilton, HM
      11
      Bermuda, Attention: Secretary; and if to Lender, at its address at 125 West
      55th
      Street, New York, New York 10019, Attention: Chief Executive Officer; with
      a
      copy to National Bank of Canada, as servicer of Lender, at National Bank Tower,
      600 de La Gauchetiere West, Montreal, Quebec H3B 4L2 or as to each other party,
      at such other address as shall be designated by such party in a written notice
      to Borrower and Lender. All such notices and communications shall, when mailed,
      telegraphed, telecopied or telexed, be effective when deposited in the mails,
      delivered to the telegraph company, transmitted by telecopier or confirmed
      by
      telex answerback, respectively.

    


    Section
      14. Payment.
      Borrower
      shall make each payment, irrespective of any right of counterclaim or set-off,
      not later than 11:00 a.m. (Eastern Standard time) on each Interest Payment
      Date
      in United States dollars to Lender at an account or accounts Lender may
      designate from time to time in same day funds. All computations of interest
      and
      fees shall be made by Lender on the basis of a year of 360 days consisting
      of
      twelve (12) months of thirty (30) days each. Each determination by Lender of
      interest or fees hereunder shall be conclusive and binding for all purposes,
      absent manifest error.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, Borrower has caused this instrument to be duly executed as
      of
      the date in the year first above written.

     

    
      BORROWER

       

      NB
        FINANCE, LTD.

       

      By: 
/s/
        Vanessa Fontana

      
        
          

        

      

      Vanessa
        Fontana

       

      LENDER

       

      NB
        CAPITAL CORPORATION

       

      By: 
/s/
        Jean Dagenais

      
        
          

        

      

      Jean
        Dagenais

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

    

     

    PROMISSORY
      NOTE

    (this
      “Note”)

     

    
      	
              US$9,989,065

            	
              February
                24, 2004

            
	 	 


    

    FOR
      VALUE
      RECEIVED, NB FINANCE, LTD., a Bermuda corporation, having its registered office
      in Clarendon House, 2 Church Street, Hamilton, Bermuda (hereinafter referred
      to
      as “Borrower”), promises to pay to the order of NB CAPITAL CORPORATION, a
      Maryland corporation, at its principal place of business at 125 West 55th
      Street, New York, New York 10019 (hereinafter referred to as “Lender”), or at
      such other place as the holder thereof may from time to time designate in
      writing, the principal sum of nine million nine hundred eighty-nine thousand
      and
      sixty-five dollars (US$9,989,065) (the “Original Principal Amount”) in lawful
      money of the United States of America with interest on the principal amount
      outstanding from time to time to be computed from the date hereof until such
      principal amount is paid in full at an annual rate equal to the lesser of (i)
      the maximum non-usurious rate permitted by applicable law and (ii) eight percent
      and nine hundred and two thousandths of a percent (8.902%) calculated monthly
      on
      a semi-annual basis (the “Interest Rate”), said Original Principal Amount and
      interest to be paid as follows:

    


    
      	(i)	
              With
                respect to each Interest Period, interest payments shall be paid
                in
                arrears on the fifteenth (15th) day of each calendar month immediately
                following such Interest Period; provided, however, that if such day
                is not
                a Business Day, interest payments shall be made on the immediately
                succeeding Business Day (the “Interest Payment Date”). “Interest Period”
                means each calendar month or portion thereof during the term of the
                Note
                or, in the case of the initial Interest Period, the date hereof through
                February 28, 2005. “Business Day” means a day of the year on which banks
                are not required or authorized by law to close in Maryland, Bermuda
                and
                Quebec.

            


    

    


    
      	(ii)	
              The
                Original Principal Amount shall be due and payable, unless otherwise
                accelerated or prepaid in accordance with the terms of this Note
                or the
                Loan Agreement dated as of the date hereof, between Borrower and
                Lender
                (the “Loan Agreement”), on January 15, 2015 (the “Maturity Date”) in
                whole.

            


    

    


    Section
      1. Incorporation by Reference. All of the terms, covenants and
      conditions contained in the Mortgage Loan Assignment Agreement and the Loan
      Agreement with respect to the indebtedness evidenced by this Note are hereby
      made a part of this Note to the same extent and with the same force as if they
      were fully set forth herein.

     

    Section
      2. Security. The indebtedness evidenced by this Note is secured
      pursuant to that certain mortgage loan assignment agreement of even date
      herewith (the “Mortgage Loan Assignment Agreement”), assigning the mortgage
      loans more particularly described therein as well as Borrower’s interest in the
      real property securing such Mortgage Loans (the “Mortgage Loans”) as security to
      Lender, subject to a reassignment upon satisfaction in full of any indebtedness
      evidenced by this Note.

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    Section
      3.Prepayment.
      The
      Original Principal Amount of this Note is not subject to optional prepayment
      but
      is subject to mandatory prepayment prior to the Maturity Date upon the terms
      and
      conditions specified in the Loan Agreement.

    


    Section
      4.Default
      and Acceleration.
      If an
      Event of Default (as defined in the Loan Agreement), other than an Event of
      Default described in Section
      6.1(g)
      of
      the Loan Agreement has occurred and is continuing, Lender may at any time,
      in
      addition to any other rights or remedies available to it pursuant to this Note,
      the Loan Agreement and the Mortgage Loan Assignment Agreement, or at law or
      in
      equity, take such action, without notice or demand, that Lender deems advisable
      to protect and enforce its rights against Borrower and in any of the Collateral
      (as defined in the Loan Agreement), including, without limitation, by notice
      to
      Borrower, declare the Debt to be forthwith due and payable, whereupon such
      Debt
      shall become and be forthwith due and payable, without presentment, demand,
      protest or further notice of any kind, all of which are hereby expressly waived
      by Borrower, and may enforce or avail itself of any or all rights or remedies
      provided in this Note, the Loan Agreement and the Mortgage Loan Assignment
      Agreement against Borrower and/or the Collateral (including selling the Mortgage
      Loans); and upon an Event of Default described in Section 6.1(g) of the Loan
      Agreement, the Debt shall automatically become and be due and payable, without
      presentment, demand, protest or any notice of any kind, all of which are hereby
      expressly waived by Borrower. “Debt” means (a) the outstanding principal balance
      of this Note, (b) interest, default interest at the Default Rate, late charges
      and other sums, as provided in this Note, the Loan Agreement or the Mortgage
      Loan Assignment Agreement, (c) all other monies agreed or provided to be paid
      by
      Borrower in this Note, the Loan Agreement or the Mortgage Loan Assignment
      Agreement, and (d) all sums advanced and costs and expenses incurred by Lender
      in connection with the Debt or any part thereof, any renewal, extension, or
      change of or substitution of the Debt or any part thereof, or the acquisition
      or
      perfection of the security therefor, whether made or incurred at the request
      of
      Borrower or Lender.

    


    Section
      5.Savings
      Clause.
      It is
      expressly stipulated and agreed to be the intent of Borrower and Lender that
      this Note complies with the applicable usury and other laws relating to this
      Note now or hereafter in effect. If any such applicable laws render usurious
      any
      amount called for under this Note, or contracted for, charged or received with
      respect to this Note, or if the acceleration of the maturity of this Note or
      if
      any prepayment by Borrower results in Borrower having paid any interest in
      excess of that permitted by applicable law, then it is the express intent of
      the
      parties that all excess amounts theretofore collected by Lender be refunded
      to
      Borrower, and the provisions of this Note immediately be deemed reformed and
      the
      amounts thereafter collected under this Note reduced, without the necessity
      of
      the execution of any new document, so as to comply with the then applicable
      law,
      but so as to permit the recovery of the fullest amount otherwise called for
      under this Note.

     

    Section
      6. Late
      Charges; Mortgage Default Interest Rate.

    


    (a)
      Subject to Section 5, in the event that any installment of interest or principal
      shall become overdue for a period in excess of five (5) days, a “late charge” in
      an amount equal to five percent (5%) of the amount so overdue may be charged
      to
      Borrower by Lender for the purpose of defraying the expenses incident to
      handling such delinquent payments. Subject to Section 5, such late charge shall
      be in addition to, and not in lieu of, any other remedy Lender may have
and
      is in
      addition to Lender’s right to collect reasonable fees and charges of any agents
      or attorneys which Lender may employ in connection with any
      default.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    


    (b)
      If
      Borrower shall default in any payment of principal or interest, or any other
      amount owed by Borrower under this Note, the Loan Agreement or the Mortgage
      Loan
      Assignment Agreement, Borrower shall pay interest on the unpaid principal amount
      of this Note, payable in arrears on each Interest Payment Date and on demand,
      at
      a rate per annum equal at all times to the lesser of (x) the maximum
      non-usurious rate permitted by applicable law or (y) three percent (3%) per
      annum above the applicable Interest Rate until such defaulted amount has been
      paid by Borrower, together with interest thereon at the Default Rate. Payment
      or
      acceptance of the increased rate as provided in this Section is not a permitted
      alternative for timely payment and shall not constitute a waiver of a Default
      or
      an Event of Default or an amendment to this Note, the Loan Agreement or the
      Mortgage Loan Assignment Agreement and shall not otherwise prejudice or limit
      any rights or remedies of Lender.

    


    Section
      7.No
      Oral Change.
      This
      Note may not be modified, amended, waived, extended, changed, discharged or
      terminated orally or by act or failure to act on the part of Borrower or Lender,
      but only by an agreement in writing signed by the party against whom enforcement
      of any modification, amendment, waiver, extension, change, discharge or
      termination is sought.

    


    Section
      8.Waivers.
      Except
      for any notices expressly provided for in this Note, the Loan Agreement or
      the
      Mortgage Loan Assignment Agreement, Borrower and all others who may become
      liable for the payment of all or any part of the Debt do hereby severally waive
      presentment and demand for payment, notice of dishonor, protest and notice
      of
      protest and non-payment and all other notices of any kind. No release of any
      security for the Debt or extension of time for payment of this Note or any
      installment hereof, and no alteration, amendment or waiver of any provision
      of
      this Note, the Loan Agreement or the Mortgage Loan Assignment Agreement between
      Lender or any other person or party shall release, modify, amend, waive, extend,
      change, discharge, terminate or affect the liability of Borrower, and any other
      person or entity who may become liable for the payment of all or any part of
      the
      Debt, under this Note, the Loan Agreement or the Mortgage Loan Assignment
      Agreement. No notice to or demand on Borrower shall be deemed to be a waiver
      of
      the obligation of Borrower or of the right of Lender to take further action
      without further notice or demand as provided for in this Note, the Loan
      Agreement or the Mortgage Loan Assignment Agreement. Any failure of Lender
      to
      insist upon strict performance by Borrower of any of the provisions of this
      Note, the Loan Agreement or the Mortgage Loan Assignment Agreement shall not
      be
      deemed a waiver of any of the terms or provisions of this Note, the Loan
      Agreement or the Mortgage Loan Assignment Agreement, and Lender shall have
      the
      right thereafter to insist upon strict performance by Borrower of any and all
      of
      them.

    


    Section
      9.Non
      Recourse.
      Except
      as otherwise provided herein and the Loan Agreement and the Mortgage Loan
      Assignment Agreement, Lender shall not enforce the liability and obligation
      of
      Borrower to perform and observe the obligations contained in this Note, the
      Loan
      Agreement and the Mortgage Loan Assignment Agreement by any action or proceeding
      wherein a money judgment shall be sought against Borrower, except that Lender
      may bring an action or proceeding to enable Lender to enforce and realize upon
      this Note, the Loan
      Agreement and the Mortgage Loan Assignment Agreement, and the interest in the
      Mortgage Loans and in any Collateral (as defined in the Loan Agreement) given
      to
      Lender created by this Note, the Loan Agreement or the Mortgage Loan Assignment
      Agreement, provided, however, that any judgment in any action or proceeding
      shall be enforceable against Borrower only to the extent of Borrower’s interest
      in the Mortgage Loans and other Collateral given to Lender. The provisions
      of
      this Section shall not however (i) constitute a waiver, release or impairment
      of
      any obligation evidenced or secured by this Note, the Loan Agreement or the
      Mortgage Loan Assignment Agreement, (ii) affect the validity or enforceability
      of any indemnity made in connection with this Note, the Loan Agreement or the
      Mortgage Loan Assignment Agreement, or (iii) impair the enforcement of the
      Mortgage Loan Assignment Agreement.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    


    Section
      10. Authority.
      Borrower
      (and the undersigned representative of Borrower, if any) represents that
      Borrower has full power, authority and legal right to execute and deliver this
      Note, the Loan Agreement and the Mortgage Loan Assignment Agreement and that
      this Note, the Loan Agreement and the Mortgage Loan Assignment Agreement are
      valid and binding in accordance with their terms.

    


    Section
      11. Applicable
      Law.
      This
      Note shall be governed, construed, applied and enforced in accordance with
      the
      laws of Bermuda.

    


    Section
      12.Counsel
      Fees.
      In the
      event that it should become necessary to employ counsel to collect the Debt
      or
      to protect or foreclose the security therefor, Borrower also agrees to pay
      all
      reasonable fees and expenses of Lender, including,. without limitation,
      reasonable attorney’s fees for the services of such counsel whether or not suit
      be brought.

    


    Section
      13.Notices.
      All
      notices and other communications provided for hereunder shall be in writing
      (including telegraphic, telecopy or telex communication) and mailed,
      telegraphed, telecopied, telexed or delivered, if to Borrower, at its address
      c/o Codan Services Limited, Clarendon House, 2 Church Street, Hamilton, HM
      11
      Bermuda, Attention: Secretary; and if to Lender, at its address at 125 West
      55th
      Street, New York, New York 10019, Attention: Chief Executive Officer; with
      a
      copy to National Bank of Canada, as servicer of Lender, at National Bank Tower,
      600 de La Gauchetiere West, Montreal, Quebec H3B 4L2 or as to each other party,
      at such other address as shall be designated by such party in a written notice
      to Borrower and Lender. All such notices and communications shall, when mailed,
      telegraphed, telecopied or telexed, be effective when deposited in the mails,
      delivered to the telegraph company, transmitted by telecopier or confirmed
      by
      telex answerback, respectively.

    


    Section
      14.Payment.
      Borrower
      shall make each payment, irrespective of any right of counterclaim or set off,
      not later than 11:00 a.m. (Eastern Standard time) on each Interest Payment
      Date
      in United States dollars to Lender at an account or accounts Lender may
      designate from time to time in same day funds. All computations of interest
      and
      fees shall be made by Lender on the basis of a year of 360 days consisting
      of
      twelve (12) months of thirty (30) days each. Each determination by Lender of
      interest or fees hereunder shall be conclusive and binding for all purposes,
      absent manifest error.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, Borrower has caused this instrument to be duly executed as
      of
      the date in the year first above written.

     

    
      BORROWER

       

      NB
        FINANCE, LTD.

       

      By: 
/s/
        Vanessa Fontana

      
        
          

        

      

      Vanessa
        Fontana

       

      LENDER

       

      NB
        CAPITAL CORPORATION

       

      By: 
/s/
        Jean Dagenais

      
        
          

        

      

      Jean
        Dagenais

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

    

     

    PROMISSORY
      NOTE

    (this
      “Note”)

     

    
      	
              US$14,010,596

            	
              February
                24, 2004

            
	 	 


    

    FOR
      VALUE
      RECEIVED, NB FINANCE, LTD., a Bermuda corporation, having its registered office
      in Clarendon House, 2 Church Street, Hamilton, Bermuda (hereinafter referred
      to
      as “Borrower”),
      promises
      to pay to the order of NB CAPITAL CORPORATION, a Maryland corporation, at its
      principal place of business at 125 West 55th Street, New York, New York 10019
      (hereinafter referred to as “Lender”), or at such other place as the holder
      thereof may from time to time designate in writing, the principal sum of
      fourteen million ten thousand five hundred and ninety-six dollars
      (US$14,010,596) (the “Original
      Principal
      Amount”) in lawful money of the United States of America with interest on the
      principal amount outstanding from time to time to be computed from the date
      hereof until such principal amount is paid in full at an annual rate equal
      to
      the lesser of (i) the maximum non usurious rate permitted by applicable law
      and
      (ii) nine percent and nine hundred and seventy-four thousandths of a percent
      (9.974%) calculated monthly on a semi-annual basis (the “Interest Rate”), said
      Original Principal Amount and interest to be paid as follows:

    


    
      	(i)	
              With
                respect to each Interest Period, interest payments shall be paid
                in
                arrears on the fifteenth (15th) day of each calendar month immediately
                following such Interest Period; provided, however, that if such day
                is not
                a Business Day, interest payments shall be made on the immediately
                succeeding Business Day (the “Interest
                Payment Date”). “Interest Period” means
                each calendar month or portion thereof during the term of the Note
                or, in
                the case of the initial Interest Period, the date hereof through
                February
                28, 2005. “Business
                Day”
                means a day of the year on which banks are not required or authorized
                by
                law to close in Maryland, Bermuda and
                Quebec.

            


    

    


    
      	(ii)	
              The
                Original Principal Amount shall be due and payable, unless otherwise
                accelerated or prepaid in accordance with the terms of this Note
                or the
                Loan Agreement dated as of the date hereof, between Borrower and
                Lender
                (the “Loan
                Agreement”),
                on December 15, 2014 (the “Maturity Date”) in
                whole.

            


    

    


    Section
      1.Incorporation
      by Reference.
      All of
      the terms, covenants and conditions contained in the Mortgage Loan Assignment
      Agreement and the Loan Agreement with respect to the indebtedness evidenced
      by
      this Note are hereby made a part of this Note to the same extent and with the
      same force as if they were fully set forth herein.

     

    Section
      2.Security. The indebtedness evidenced by this Note is secured
      pursuant to that certain mortgage loan assignment agreement of even date
      herewith (the “Mortgage Loan Assignment Agreement”), assigning the mortgage
      loans more particularly described therein as well as Borrower’s interest in the
      real property securing such Mortgage Loans (the “Mortgage Loans”) as security to
      Lender, subject to a reassignment upon satisfaction in full of any indebtedness
      evidenced by this Note.

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    Section
      3.Prepayment.
      The
      Original Principal Amount of this Note is not subject to optional prepayment
      but
      is subject to mandatory prepayment prior to the Maturity Date upon the terms
      and
      conditions specified in the Loan Agreement.

    


    Section
      4.Default
      and Acceleration.
      If an
      Event of Default (as defined in the Loan Agreement), other than an Event of
      Default described in Section
      6.1(g) of
      the
      Loan Agreement has occurred and is continuing, Lender may at any time, in
      addition to any other rights or remedies available to it pursuant to this Note,
      the Loan Agreement and the Mortgage Loan Assignment Agreement, or at law or
      in
      equity, take such action, without notice or demand, that Lender deems advisable
      to protect and enforce its rights against Borrower and in any of the Collateral
      (as defined in the Loan Agreement), including, without limitation, by notice
      to
      Borrower, declare the Debt to be forthwith due and payable, whereupon such
      Debt
      shall become and be forthwith due and payable, without presentment, demand,
      protest or further notice of any kind, all of which are hereby expressly waived
      by Borrower, and may enforce or avail itself of any or all rights or remedies
      provided in this Note, the Loan Agreement and the Mortgage Loan Assignment
      Agreement against Borrower and/or the Collateral (including selling the Mortgage
      Loans); and upon an Event of Default described in Section 6.1(g) of the Loan
      Agreement, the Debt shall automatically become and be due and payable, without
      presentment, demand, protest or any notice of any kind, all of which are hereby
      expressly waived by Borrower. “Debt” means (a) the outstanding principal balance
      of this Note, (b) interest, default interest at the Default Rate, late charges
      and other sums, as provided in this Note, the Loan Agreement or the Mortgage
      Loan Assignment Agreement, (c) all other movies agreed or provided to be paid
      by
      Borrower in this Note, the Loan Agreement or the Mortgage Loan Assignment
      Agreement, and (d) all sums advanced and costs and expenses incurred by Lender
      in connection with the Debt or any part thereof, any renewal, extension, or
      change of or substitution of the Debt or any part thereof, or the acquisition
      or
      perfection of the security therefor, whether made or incurred at the request
      of
      Borrower or Lender.

    


    Section
      5.Savings
      Clause.
      It is
      expressly stipulated and agreed to be the intent of Borrower and Lender that
      this Note complies with the applicable usury and other laws relating to this
      Note now or hereafter in effect. If any such applicable laws render usurious
      any
      amount called for under this Note, or contracted for, charged or received with
      respect to this Note, or if the acceleration of the maturity of this Note or
      if
      any prepayment by Borrower results in Borrower having paid any interest in
      excess of that permitted by applicable law, then it is the express intent of
      the
      parties that all excess amounts theretofore collected by Lender be refunded
      to
      Borrower, and the provisions of this Note immediately be deemed reformed and
      the
      amounts thereafter collected under this Note reduced, without the necessity
      of
      the execution of any new document, so as to comply with the then applicable
      law,
      but so as to permit the recovery of the fullest amount otherwise called for
      under this Note.

     

    Section
      6. Late
      Charges; Mortgage Default Interest Rate.

    


    (a)
      Subject to Section 5, in the event that any installment of interest or principal
      shall become overdue for a period in excess of five (5) days, a “late charge” in
      an amount equal to five percent (5%) of the amount so overdue may be charged
      to
      Borrower by Lender for the purpose of defraying the expenses incident to
      handling such delinquent payments. Subject to Section 5, such late charge shall
      be in addition to, and not in lieu of, any other remedy Lender may have
and
      is in
      addition to Lender’s right to collect reasonable fees and charges of any agents
      or attorneys which Lender may employ in connection with any
      default.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    


    (b)
      If
      Borrower shall default in any payment of principal or interest, or any other
      amount owed by Borrower under this Note, the Loan Agreement or the Mortgage
      Loan
      Assignment Agreement, Borrower shall pay interest on the unpaid principal amount
      of this Note, payable in arrears on each Interest Payment Date and on demand,
      at
      a rate per annum equal at all times to the lesser of (x) the maximum
      non-usurious rate permitted by applicable law or (y) three percent (3%) per
      annum above the applicable Interest Rate until such defaulted amount has been
      paid by Borrower, together with interest thereon at the Default Rate. Payment
      or
      acceptance of the increased rate as provided in this Section is not a permitted
      alternative for timely payment and shall not constitute a waiver of a Default
      or
      an Event of Default or an amendment to this Note, the Loan Agreement or the
      Mortgage Loan Assignment Agreement and shall not otherwise prejudice or limit
      any rights or remedies of Lender.

    


    Section
      7.No
      Oral Change.
      This
      Note may not be modified, amended, waived, extended, changed, discharged or
      terminated orally or by act or failure to act on the part of Borrower or Lender,
      but only by an agreement in writing signed by the party against whom enforcement
      of any modification, amendment, waiver, extension, change, discharge or
      termination is sought.

     

    Section
      8.Waivers.
      Except
      for any notices expressly provided for in this Note, the Loan Agreement or
      the
      Mortgage Loan Assignment Agreement, Borrower and all others who may become
      liable for the payment of all or any part of the Debt do hereby severally waive
      presentment and demand for payment, notice of dishonor, protest and notice
      of
      protest and non-payment and all other notices of any kind. No release of any
      security for the Debt or extension of time for payment of this Note or any
      installment hereof, and no alteration, amendment or waiver of any provision
      of
      this Note, the Loan Agreement or the Mortgage Loan Assignment Agreement between
      Lender or any other person or party shall release, modify, amend, waive, extend,
      change, discharge, terminate or affect the liability of Borrower, and any other
      person or entity who may become liable for the payment of all or any part of
      the
      Debt, under this Note, the Loan Agreement or the Mortgage Loan Assignment
      Agreement. No notice to or demand on Borrower shall be deemed to be a waiver
      of
      the obligation of Borrower or of the right of Lender to take further action
      without further notice or demand as provided for in this Note, the Loan
      Agreement or the Mortgage Loan Assignment Agreement. Any failure of Lender
      to
      insist upon strict performance by Borrower of any of the provisions of this
      Note, the Loan Agreement or the Mortgage Loan Assignment Agreement shall not
      be
      deemed a waiver of any of the terms or provisions of this Note, the Loan
      Agreement or the Mortgage Loan Assignment Agreement, and Lender shall have
      the
      right thereafter to insist upon strict performance by Borrower of any and all
      of
      them.

     

    Section
      9.Non
      Recourse.
      Except
      as otherwise provided herein and the Loan Agreement and the Mortgage Loan
      Assignment Agreement, Lender shall not enforce the liability and obligation
      of
      Borrower to perform and observe the obligations contained in this Note, the
      Loan
      Agreement and the Mortgage Loan Assignment Agreement by any action or proceeding
      wherein a money judgment shall be sought against Borrower, except that Lender
      may bring an action or proceeding to enable Lender to enforce and realize upon
      this Note, the Loan
      Agreement and the Mortgage Loan Assignment Agreement, and the interest in the
      Mortgage Loans and in any Collateral (as defined in the Loan Agreement) given
      to
      Lender created by this Note, the Loan Agreement or the Mortgage Loan Assignment
      Agreement, provided, however, that any judgment in any action or proceeding
      shall be enforceable against Borrower only to the extent of Borrower’s interest
      in the Mortgage Loans and other Collateral given to Lender. The provisions
      of
      this Section shall not however (i) constitute a waiver, release or impairment
      of
      any obligation evidenced or secured by this Note, the Loan Agreement or the
      Mortgage Loan Assignment Agreement, (ii) affect the validity or enforceability
      of any indemnity made in connection with this Note, the Loan Agreement or the
      Mortgage Loan Assignment Agreement, or (iii) impair the enforcement of the
      Mortgage Loan Assignment Agreement.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    Section
      10. Authority.
      Borrower
      (and the undersigned representative of Borrower, if any) represents that
      Borrower has full power, authority and legal right to execute and deliver this
      Note, the Loan Agreement and the Mortgage Loan Assignment Agreement and that
      this Note, the Loan Agreement and the Mortgage Loan Assignment Agreement are
      valid and binding in accordance with their terms.

    


    Section
      11. Applicable
      Law.
      This
      Note shall be governed, construed, applied and enforced in accordance with
      the
      laws of Bermuda.

    


    Section
      12.Counsel
      Fees.
      In the
      event that it should become necessary to employ counsel to collect the Debt
      or
      to protect or foreclose the security therefor, Borrower also agrees to pay
      all
      reasonable fees and expenses of Lender, including, without limitation,
      reasonable attorney’s fees for the services of such counsel whether or not suit
      be brought.

    


    Section
      13.
      Notices.
      All
      notices and other communications provided for hereunder shall be in writing
      (including telegraphic, telecopy or telex communication) and mailed,
      telegraphed, telecopied, telexed or delivered, if to Borrower, at its address
      c/o Codan Services Limited, Clarendon House, 2 Church Street, Hamilton, HM
      11
      Bermuda, Attention: Secretary; and if to Lender, at its address at 125 West
      55th
      Street, New York, New York 10019, Attention: Chief Executive Officer; with
      a
      copy to National Bank of Canada, as servicer of Lender, at National Bank Tower,
      600 de La Gauchetiere West, Montreal, Quebec H3B 4L2 or as to each other party,
      at such other address as shall be designated by such party in a written notice
      to Borrower and Lender. All such notices and communications shall, when mailed,
      telegraphed, telecopied or telexed, be effective when deposited in the mails,
      delivered to the telegraph company, transmitted by telecopier or confirmed
      by
      telex answerback, respectively.

    


    Section
      14. Payment.
      Borrower
      shall make each payment, irrespective of any right of counterclaim or set-off,
      not later than 11:00 a.m. (Eastern Standard time) on each Interest Payment
      Date
      in United States dollars to Lender at an account or accounts Lender may
      designate from time to time in same day funds. All computations of interest
      and
      fees shall be made by Lender on the basis of a year of 360 days consisting
      of
      twelve (12) months of thirty (30) days each. Each determination by Lender of
      interest or fees hereunder shall be conclusive and binding for all purposes,
      absent manifest error.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, Borrower
      has caused this instrument to be duly executed as of the date in the year first
      above written.

     

     

    
      BORROWER

       

      NB
        FINANCE, LTD.

       

      By: 
/s/
        Vanessa Fontana

      
        
          

        

      

      Vanessa
        Fontana

       

      LENDER

       

      NB
        CAPITAL CORPORATION

       

      By: 
/s/
        Jean Dagenais

      
        
          

        

      

      Jean
        Dagenais

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

    

     

    PROMISSORY
      NOTE

    (this
      “Note”)

     

    
      	
              US$5,248,783

            	
              February
                24, 2005

            
	 	 


    

    FOR
      VALUE
      RECEIVED, NB FINANCE, LTD., a Bermuda corporation, having its registered office
      in Clarendon House, 2 Church Street, Hamilton, Bermuda (hereinafter referred
      to
      as “Borrower”), promises to pay to the order of NB CAPITAL CORPORATION, a
      Maryland corporation, at its principal place of business at 125 West 55th
      Street, New York, New York 10019 (hereinafter referred to as “Lender”), or at
      such other place as the holder thereof may from time to time designate in
      writing, the principal sum of five million two hundred forty-eight thousand
      seven hundred and eighty-three dollars (US$5,248,783) (the “Original
Principal
      Amount”) in
      lawful
      money of the United States of America with interest on the principal amount
      outstanding from time to time to be computed from the date hereof until such
      principal amount is paid in full at an annual rate equal to the lesser of (i)
      the maximum non-usurious rate permitted by applicable law and (ii) six percent
      and three hundred sixty-nine thousandths of a percent (6.369%) calculated
      monthly on a semi-annual basis (the “Interest Rate”), said Original Principal
      Amount and interest to be paid as follows:

    


    
      	(i)	
              With
                respect to each Interest Period, interest payments shall be paid
                in
                arrears on the fifteenth (15th) day of each calendar month immediately
                following such Interest Period; provided, however, that if such day
                is not
                a Business Day, interest payments shall be made on the immediately
                succeeding Business Day (the “Interest Payment Date”).
                “Interest Period” means
                each calendar month or portion thereof during the term of the Note
                or, in
                the case of the initial Interest Period, the date hereof through
                February
                28, 2005. “Business
                Day” means
                a day of the year on which banks are not required or authorized by
                law to
                close in Maryland, Bermuda and
                Quebec.

            


    

     

    
      	(ii)	
              The
                Original Principal Amount shall be due and payable, unless otherwise
                accelerated or prepaid in accordance with the terms of this Note
                or the
                Loan Agreement dated as of the date hereof, between Borrower and
                Lender
                (the “Loan Agreement”), on January 15, 2012 (the “Maturity Date”) in
                whole.

            


    

    


    Section
      1.Incorporation
      ...by Reference.
      All of
      the terms, covenants and conditions contained in the Mortgage Loan Assignment
      Agreement and the Loan Agreement with respect to the indebtedness evidenced
      by
      this Note are hereby made a part of this Note to the same extent and with the
      same force as if they were fully set forth herein.

    


    Section
      2.Security.
      The
      indebtedness evidenced by this Note is secured pursuant to that certain mortgage
      loan assignment agreement of even date herewith (the “Mortgage Loan Assignment
      Agreement”), assigning the mortgage loans more particularly described therein as
      well as Borrower’s interest in the real property securing such Mortgage Loans
      (the “Mortgage Loans”) as security to Lender, subject to a reassignment upon
      satisfaction in full of any indebtedness evidenced by this Note.

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    Section
      3.Prepayment.
      The
      Original Principal Amount of this Note is not subject to optional prepayment
      but
      is subject to mandatory prepayment prior to the Maturity Date upon the terms
      and
      conditions specified in the Loan Agreement.

    


    Section
      4.Default
      and Acceleration.
      If an
      Event of Default (as defined in the Loan Agreement), other than an Event of
      Default described in Section 6.1(g) of the Loan Agreement has occurred and
      is
      continuing, Lender may at any time, in addition to any other rights or remedies
      available to it pursuant to this Note, the Loan Agreement and the Mortgage
      Loan
      Assignment Agreement, or at law or in equity, take such action, without notice
      or demand, that Lender deems advisable to protect and enforce its rights against
      Borrower and in any of the Collateral (as defined in the Loan Agreement),
      including, without limitation, by notice to Borrower, declare the Debt to be
      forthwith due and payable, whereupon such Debt shall become and be forthwith
      due
      and payable, without presentment, demand, protest or further notice of any
      kind,
      all of which are hereby expressly waived by Borrower, and may enforce or avail
      itself of any or all rights or remedies provided in this Note, the Loan
      Agreement and the Mortgage Loan Assignment Agreement against Borrower and/or
      the
      Collateral (including selling the Mortgage Loans); and upon an Event of Default
      described in Section 6.1(g) of the Loan Agreement, the Debt shall automatically
      become and be due and payable, without presentment, demand, protest or any
      notice of any kind, all of which are hereby expressly waived by Borrower. “Debt”
means (a) the outstanding principal balance of this Note, (b) interest, default
      interest at the Default Rate, late charges and other sums, as provided in this
      Note, the Loan Agreement or the Mortgage Loan Assignment Agreement, (c) all
      other monies agreed or provided to be paid by Borrower in this Note, the Loan
      Agreement or the Mortgage Loan Assignment Agreement, and (d) all sums advanced
      and costs and expenses incurred by Lender in connection with the Debt or any
      part thereof, any renewal, extension, or change of or substitution of the Debt
      or any part thereof, or the acquisition or perfection of the security therefor,
      whether made or incurred at the request of Borrower or Lender.

    


    Section
      5.Savings
      Clause.
      It is
      expressly stipulated and agreed to be the intent of Borrower and Lender that
      this Note complies with the applicable usury and other laws relating to this
      Note now or hereafter in effect. If any such applicable laws render usurious
      any
      amount called for under this Note, or contracted for, charged or received with
      respect to this Note, or if the acceleration of the maturity of this Note or
      if
      any prepayment by Borrower results in Borrower having paid any interest in
      excess of that permitted by applicable law, then it is the express intent of
      the
      parties that all excess amounts theretofore collected by Lender be refunded
      to
      Borrower, and the provisions of this Note immediately be deemed reformed and
      the
      amounts thereafter collected under this Note reduced, without the necessity
      of
      the execution of any new document, so as to comply with the then applicable
      law,
      but so as to permit the recovery of the fullest amount otherwise called for
      under this Note.

    


    Section
      6. Late
      Charges; Mortgage Default Interest Rate.

    


    (a)
      Subject to Section 5, in the event that any installment of interest or principal
      shall become overdue for a period in excess of five (5) days, a “late charge” in
      an amount equal to five percent (5%) of the amount so overdue may be charged
      to
      Borrower by Lender for the purpose of defraying the expenses incident to
      handling such delinquent payments. Subject to Section 5, such late charge shall
      be in addition to, and not in lieu of, any other remedy Lender may have
and
      is in
      addition to Lender’s right to collect reasonable fees and charges of any agents
      or attorneys which Lender may employ in connection with any
      default.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    


    (b)
      If
      Borrower shall default in any payment of principal or interest, or any other
      amount owed by Borrower under this Note, the Loan Agreement or the Mortgage
      Loan
      Assignment Agreement, Borrower shall pay interest on the unpaid principal amount
      of this Note, payable in arrears on each Interest Payment Date and on demand,
      at
      a rate per annum equal at all times to the lesser of (x) the maximum
      non-usurious rate permitted by applicable law or (y) three percent (3%) per
      annum above the applicable Interest Rate until such defaulted amount has been
      paid by Borrower, together with interest thereon at the Default Rate. Payment
      or
      acceptance of the increased rate as provided in this Section is not a permitted
      alternative for timely payment and shall not constitute a waiver of a Default
      or
      an Event of Default or an amendment to this Note, the Loan Agreement or the
      Mortgage Loan Assignment Agreement and shall not otherwise prejudice or limit
      any rights or remedies of Lender.

    


    Section
      7.No
      Oral Change.
      This
      Note may not be modified, amended, waived, extended, changed, discharged or
      terminated orally or by act or failure to act on the part of Borrower or Lender,
      but only by an agreement in writing signed by the party against whom enforcement
      of any modification, amendment, waiver, extension, change, discharge or
      termination is sought.

    


    Section
      8.Waivers.
      Except
      for any notices expressly provided for in this Note, the Loan Agreement or
      the
      Mortgage Loan Assignment Agreement, Borrower and all others who may become
      liable for the payment of all or any part of the Debt do hereby severally waive
      presentment and demand for payment, notice of dishonor, protest and notice
      of
      protest and non-payment and all other notices of any kind. No release of any
      security for the Debt or extension of time for payment of this Note or any
      installment hereof, and no alteration, amendment or waiver of any provision
      of
      this Note, the Loan Agreement or the Mortgage Loan Assignment Agreement between
      Lender or any other person or party shall release, modify, amend, waive, extend,
      change, discharge, terminate or affect the liability of Borrower, and any other
      person or entity who may become liable for the payment of all or any part of
      the
      Debt, under this Note, the Loan Agreement or the Mortgage Loan Assignment
      Agreement. No notice to or demand on Borrower shall be deemed to be a waiver
      of
      the obligation of Borrower or of the right of Lender to take further action
      without further notice or demand as provided for in this Note, the Loan
      Agreement or the Mortgage Loan Assignment Agreement. Any failure of Lender
      to
      insist upon strict performance by Borrower of any of the provisions of this
      Note, the Loan Agreement or the Mortgage Loan Assignment Agreement shall not
      be
      deemed a waiver of any of the terms or provisions of this Note, the Loan
      Agreement or the Mortgage Loan Assignment Agreement, and Lender shall have
      the
      right thereafter to insist upon strict performance by Borrower of any and all
      of
      them.

    


    Section
      9. Non
      Recourse.
      Except
      as otherwise provided herein and the Loan Agreement and the Mortgage Loan
      Assignment Agreement, Lender shall not enforce the liability and obligation
      of
      Borrower to perform and observe the obligations contained in this Note, the
      Loan
      Agreement and the Mortgage Loan Assignment Agreement by any action or proceeding
      wherein a money judgment shall be sought against Borrower, except that Lender
      may bring an action or proceeding to enable Lender to enforce and realize upon
      this Note, the Loan
      Agreement and the Mortgage Loan Assignment Agreement, and the interest in the
      Mortgage Loans and in any Collateral (as defined in the Loan Agreement) given
      to
      Lender created by this Note, the Loan Agreement or the Mortgage Loan Assignment
      Agreement, provided, however, that any judgment in any action or proceeding
      shall be enforceable against Borrower only to the extent of Borrower’s interest
      in the Mortgage Loans and other Collateral given to Lender. The provisions
      of
      this Section shall not however (i) constitute a waiver, release or impairment
      of
      any obligation evidenced or secured by this Note, the Loan Agreement or the
      Mortgage Loan Assignment Agreement, (ii) affect the validity or enforceability
      of any indemnity made in connection with this Note, the Loan Agreement or the
      Mortgage Loan Assignment Agreement, or (iii) impair the enforcement of the
      Mortgage Loan Assignment Agreement.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    


    Section
      10. Authority. Borrower (and the undersigned representative of
      Borrower, if any) represents that Borrower has full power, authority and legal
      right to execute and deliver this Note, the Loan Agreement and the Mortgage
      Loan
      Assignment Agreement and that this Note, the Loan Agreement and the Mortgage
      Loan Assignment Agreement are valid and binding in accordance with their
      terms.

    


    Section
      11. Applicable Law. This Note shall be governed, construed, applied and
      enforced in accordance with the laws of Bermuda.

    


    Section
      12. Counsel Fees. In the event that it should become necessary to
      employ counsel to collect the Debt or to protect or foreclose the security
      therefor, Borrower also agrees to pay all reasonable fees and expenses of
      Lender, including, without limitation, reasonable attorney’s fees for the
      services of such counsel whether or not suit be brought.

    


    Section
      13. Notices. All notices and other communications provided for
      hereunder shall be in writing (including telegraphic, telecopy or telex
      communication) and mailed, telegraphed, telecopied, telexed or delivered, if
      to
      Borrower, at its address c/o Codan Services Limited, Clarendon House, 2 Church
      Street, Hamilton, HM 11 Bermuda, Attention: Secretary; and if to Lender, at
      its
      address at 125 West 55th Street, New York, New York 10019, Attention: Chief
      Executive Officer; with a copy to National Bank of Canada, as servicer of
      Lender, at National Bank Tower, 600 de La Gauchetiere West, Montreal, Quebec
      H3B
      4L2 or as to each other party, at such other address as shall be designated
      by
      such party in a written notice to Borrower and Lender. All such notices and
      communications shall, when mailed, telegraphed, telecopied or telexed, be
      effective when deposited in the mails, delivered to the telegraph company,
      transmitted by telecopier or confirmed by telex answerback,
      respectively.

    


    Section
      14. Payment. Borrower shall make each payment, irrespective of any
      right of counterclaim or set-off, not later than 11:00 a.m. (Eastern Standard
      time) on each Interest Payment Date in United States dollars to Lender at an
      account or accounts Lender may designate from time to time in same day funds.
      All computations of interest and fees shall be made by Lender on the basis
      of a
      year of 360 days consisting of twelve (12) months of thirty (30) days each.
      Each
      determination by Lender of interest or fees hereunder shall be conclusive and
      binding for all purposes, absent manifest error.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, Borrower has caused this instrument to be duly executed as
      of
      the date in the year first above written.

     

    


    
      BORROWER

       

      NB
        FINANCE, LTD.

       

      By: 
/s/
        Vanessa Fontana

      
        
          

        

      

      Vanessa
        Fontana

       

      LENDER

       

      NB
        CAPITAL CORPORATION

       

      By: 
/s/
        Jean Dagenais

      
        
          

        

      

      Jean
        Dagenais

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

PROMISSORY
      NOTE

    (this
      “Note”)

     

    
      	
              US$3,055,639

            	
              February
                24,
                2004

            
	 	 


    

     FOR
      VALUE
      RECEIVED, NB FINANCE, LTD., a Bermuda corporation, having its registered office
      in Clarendon House, 2 Church Street, Hamilton, Bermuda (hereinafter referred
      to
      as “Borrower”), promises to pay to the order of NB CAPITAL CORPORATION, a
      Maryland corporation, at its principal place of business at 125 West 55th
      Street, New York, New York 10019 (hereinafter referred to as “Lender”), or at
      such other place as the holder thereof may from time to time designate in
      writing, the principal sum of three million fifty-five thousand six hundred
      and
      thirty-nine dollars (US$3,055,639) (the “Original Principal Amount”) in lawful
      money of the United States of America with interest on the principal amount
      outstanding from time to time to be computed from the date hereof until such
      principal amount is paid in full at an annual rate equal to the lesser of (i)
      the maximum non-usurious rate permitted by applicable law and (ii) seven percent
      and six hundred and thirty-three thousandths of a percent (7.633%) calculated
      monthly on a semi-annual basis (the “Interest
      Rate”),
      said Original Principal Amount and interest to be paid as follows:

    


    
      	(i)	
              With
                respect to each Interest Period, interest payments shall be paid
                in
                arrears on the fifteenth (15th) day of each calendar month immediately
                following such Interest Period; provided, however, that if such day
                is not
                a Business Day, interest payments shall be made on the immediately
                succeeding Business Day (the “Interest Payment Date”). “Interest Period”
                means each calendar month or portion thereof during the term of the
                Note
                or, in the case of the initial Interest Period, the date hereof through
                February 28, 2005. “Business
                Day”
                means a day of the year on which banks are not required or authorized
                by
                law to close in Maryland, Bermuda and
                Quebec.

            


    

    


    
      	(ii)	
              The
                Original Principal Amount shall be due and payable, unless otherwise
                accelerated or prepaid in accordance with the terms of this Note
                or the
                Loan Agreement dated as of the date hereof, between Borrower and
                Lender
                (the “Loan
                Agreement”), on
                January 15, 2012 (the “Maturity Date”) in
                whole.

            


    

    


    Section
      1.Incorporation
      by Reference.
      All of
      the terms, covenants and conditions contained in the Mortgage Loan Assignment
      Agreement and the Loan Agreement with respect to the indebtedness evidenced
      by
      this Note are hereby made a part of this Note to the same extent and with the
      same force as if they were fully set forth herein.

    


    Section
      2.Security.
      The
      indebtedness evidenced by this Note is secured pursuant to that certain mortgage
      loan assignment agreement of even date herewith (the “Mortgage Loan Assignment
      Agreement”), assigning the mortgage loans more particularly described therein as
      well as Borrower’s interest in the real property securing such Mortgage Loans
      (the “Mortgage Loans”) as security to Lender, subject to a reassignment upon
      satisfaction in full of any indebtedness evidenced by this Note.

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    Section
      3.Prepayment.
      The
      Original Principal Amount of this Note is not subject to optional prepayment
      but
      is subject to mandatory prepayment prior to the Maturity Date upon the terms
      and
      conditions specified in the Loan Agreement.

    


    Section
      4.Default
      and Acceleration.
      If an
      Event of Default (as defined in the Loan Agreement), other than an Event of
      Default described in Section 6.1(g) of the Loan Agreement has occurred and
      is
      continuing, Lender may at any time, in addition to any other rights or remedies
      available to it pursuant to this Note, the Loan Agreement and the Mortgage
      Loan
      Assignment Agreement, or at law or in equity, take such action, without notice
      or demand, that Lender deems advisable to protect and enforce its rights against
      Borrower and in any of the Collateral (as defined in the Loan Agreement),
      including, without limitation, by notice to Borrower, declare the Debt to be
      forthwith due and payable, whereupon such Debt shall become and be forthwith
      due
      and payable, without presentment, demand, protest or further notice of any
      kind,
      all of which are hereby expressly waived by Borrower, and may enforce or avail
      itself of any or all rights or remedies provided in this Note, the Loan
      Agreement and the Mortgage Loan Assignment Agreement against Borrower and/or
      the
      Collateral (including selling the Mortgage Loans); and upon an Event of Default
      described in Section 6.1(g) of the Loan Agreement, the Debt shall automatically
      become and be due and payable, without presentment, demand, protest or any
      notice of any kind, all of which are hereby expressly waived by Borrower. “Debt”
means (a) the outstanding principal balance of this Note, (b) interest, default
      interest at the Default Rate, late charges and other sums, as provided in this
      Note, the Loan Agreement or the Mortgage Loan Assignment Agreement, (c) all
      other monies agreed or provided to be paid by Borrower in this Note, the Loan
      Agreement or the Mortgage Loan Assignment Agreement, and (d) all sums advanced
      and costs and expenses incurred by Lender in connection with the Debt or any
      part thereof, any renewal, extension, or change of or substitution of the Debt
      or any part thereof, or the acquisition or perfection of the security therefor,
      whether made or incurred at the request of Borrower or Lender.

    


    Section
      5.Savings
      Clause.
      It is
      expressly stipulated and agreed to be the intent of Borrower and Lender that
      this Note complies with the applicable usury and other laws relating to this
      Note now or hereafter in effect. If any such applicable laws render usurious
      any
      amount called for under this Note, or contracted for, charged or received with
      respect to this Note, or if the acceleration of the maturity of this Note or
      if
      any prepayment by Borrower results in Borrower having paid any interest in
      excess of that permitted by applicable law, then it is the express intent of
      the
      parties that all excess amounts theretofore collected by Lender be refunded
      to
      Borrower, and the provisions of this Note immediately be deemed reformed and
      the
      amounts thereafter collected under this Note reduced, without the necessity
      of
      the execution of any new document, so as to comply with the then applicable
      law,
      but so as to permit the recovery of the fullest amount otherwise called for
      under this Note.

    


    Section
      6. Late
      Charges; Mortgage Default Interest Rate.

    


    (a)
      Subject to Section
      5,
      in the
      event that any installment of interest or principal shall become overdue for
      a
      period in excess of five (5) days, a “late charge” in an amount equal to five
      percent (5%) of the amount so overdue may be charged to Borrower by Lender
      for
      the purpose of defraying the expenses incident to handling such delinquent
      payments. Subject to Section 5, such late charge shall be in addition to, and
      not in lieu of, any other remedy Lender may have and
      is in
      addition to Lender’s right to collect reasonable fees and charges of any agents
      or attorneys which Lender may employ in connection with any
      default.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    


    (b)
      If
      Borrower shall default in any payment of principal or interest, or any other
      amount owed by Borrower under this Note, the Loan Agreement or the Mortgage
      Loan
      Assignment Agreement, Borrower shall pay interest on the unpaid principal amount
      of this Note, payable in arrears on each Interest Payment Date and on demand,
      at
      a rate per annum equal at all times to the lesser of (x) the maximum
      non-usurious rate permitted by applicable law or (y) three percent (3%) per
      annum above the applicable Interest Rate until such defaulted amount has been
      paid by Borrower, together with interest thereon at the Default Rate. Payment
      or
      acceptance of the increased rate as provided in this Section is not a permitted
      alternative for timely payment and shall not constitute a waiver of a Default
      or
      an Event of Default or an amendment to this Note, the Loan Agreement or the
      Mortgage Loan Assignment Agreement and shall not otherwise prejudice or limit
      any rights or remedies of Lender.

    


    Section
      7.No
      Oral Change.
      This
      Note may not be modified, amended, waived, extended, changed, discharged or
      terminated orally or by act or failure to act on the part of Borrower or Lender,
      but only by an agreement in writing signed by the party against whom enforcement
      of any modification, amendment, waiver, extension, change, discharge or
      termination is sought.

    


    Section
      8.Waivers.
      Except
      for any notices expressly provided for in this Note, the Loan Agreement or
      the
      Mortgage Loan Assignment Agreement, Borrower and all others who may become
      liable for the payment of all or any part of the Debt do hereby severally waive
      presentment and demand for payment, notice of dishonor, protest and notice
      of
      protest and non-payment and all other notices of any kind. No release of any
      security for the Debt or extension of time for payment of this Note or any
      installment hereof, and no alteration, amendment or waiver of any provision
      of
      this Note, the Loan Agreement or the Mortgage Loan Assignment Agreement between
      Lender or any other person or party shall release, modify, amend, waive, extend,
      change, discharge, terminate or affect the liability of Borrower, and any other
      person or entity who may become liable for the payment of all or any part of
      the
      Debt, under this Note, the Loan Agreement or the Mortgage Loan Assignment
      Agreement. No notice to or demand on Borrower shall be deemed to be a waiver
      of
      the obligation of Borrower or of the right of Lender to take further action
      without further notice or demand as provided for in this Note, the Loan
      Agreement or the Mortgage Loan Assignment Agreement. Any failure of Lender
      to
      insist upon strict performance by Borrower of any of the provisions of this
      Note, the Loan Agreement or the Mortgage Loan Assignment Agreement shall not
      be
      deemed a waiver of any of the terms or provisions of this Note, the Loan
      Agreement or the Mortgage Loan Assignment Agreement, and Lender shall have
      the
      right thereafter to insist upon strict performance by Borrower of any and all
      of
      them.

    


    Section
      9.Non
      Recourse.
      Except
      as otherwise provided herein and the Loan Agreement and the Mortgage Loan
      Assignment Agreement, Lender shall not enforce the liability and obligation
      of
      Borrower to perform and observe the obligations contained in this Note, the
      Loan
      Agreement and the Mortgage Loan Assignment Agreement by any action or proceeding
      wherein a money judgment shall be sought against Borrower, except that Lender
      may bring an action or proceeding to enable Lender to enforce and realize
      upon
      this Note, the Loan
      Agreement and the Mortgage Loan Assignment Agreement, and the interest in the
      Mortgage Loans and in any Collateral (as defined in the Loan Agreement) given
      to
      Lender created by this Note, the Loan Agreement or the Mortgage Loan Assignment
      Agreement, provided, however, that any judgment in any action or proceeding
      shall be enforceable against Borrower only to the extent of Borrower’s interest
      in the Mortgage Loans and other Collateral given to Lender. The provisions
      of
      this Section shall not however (i) constitute a waiver, release or impairment
      of
      any obligation evidenced or secured by this Note, the Loan Agreement or the
      Mortgage Loan Assignment Agreement, (ii) affect the validity or enforceability
      of any indemnity made in connection with this Note, the Loan Agreement or the
      Mortgage Loan Assignment Agreement, or (iii) impair the enforcement of the
      Mortgage Loan Assignment Agreement.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    


    Section
      10.Authority.
      Borrower
      (and the undersigned representative of Borrower, if any) represents that
      Borrower has full power, authority and legal right to execute and deliver this
      Note, the Loan Agreement and the Mortgage Loan Assignment Agreement and that
      this Note, the Loan Agreement and the Mortgage Loan Assignment Agreement are
      valid and binding in accordance with their terms.

    


    Section
      11. Applicable
      Law.
      This
      Note shall be governed, construed, applied and enforced in accordance with
      the
      laws of Bermuda.

    


    Section
      12. Counsel
      Fees.
      In the
      event that it should become necessary to employ counsel to collect the Debt
      or
      to protect or foreclose the security therefor, Borrower also agrees to pay
      all
      reasonable fees and expenses of Lender, including, without limitation,
      reasonable attorney’s fees for the services of such counsel whether or not suit
      be brought.

    


    Section
      13. Notices.
      All
      notices and other communications provided for hereunder shall be in writing
      (including telegraphic, telecopy or telex communication) and mailed,
      telegraphed, telecopied, telexed or delivered, if to Borrower, at its address
      c/o Codan Services Limited, Clarendon House, 2 Church Street, Hamilton, HM
      11
      Bermuda, Attention: Secretary; and if to Lender, at its address at 125 West
      55th
      Street, New York, New York 10019, Attention: Chief Executive Officer; with
      a
      copy to National Bank of Canada, as servicer of Lender, at National Bank Tower,
      600 de La Gauchetiere West, Montreal, Quebec H3B 4L2 or as to each other party,
      at such other address as shall be designated by such party in a written notice
      to Borrower and Lender. All such notices and communications shall, when mailed,
      telegraphed, telecopied or telexed, be effective when deposited in the mails,
      delivered to the telegraph company, transmitted by telecopier or confirmed
      by
      telex answerback, respectively.

    


    Section
      14. Payment.
      Borrower
      shall make each payment, irrespective of any right of counterclaim or set-off,
      not later than 11:00 a.m. (Eastern Standard time) on each Interest Payment
      Date
      in United States dollars to Lender at an account or accounts Lender may
      designate from time to time in same day funds. All computations of interest
      and
      fees shall be made by Lender on the basis of a year of 360 days consisting
      of
      twelve (12) months of thirty (30) days each. Each determination by Lender of
      interest or fees hereunder shall be conclusive and binding for all purposes,
      absent manifest error.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, Borrower has caused this instrument to be duly executed as
      of
      the date in the year first above written.

     

    
      BORROWER

       

      NB
        FINANCE, LTD.

       

      By: 
/s/
        Vanessa Fontana

      
        
          

        

      

      Vanessa
        Fontana

       

      LENDER

       

      NB
        CAPITAL CORPORATION

       

      By: 
/s/
        Jean Dagenais

      
        
          

        

      

      Jean
        Dagenais

    

     

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    PROMISSORY
      NOTE

    (this
      “Note”)

     

    
      	
              US$5,530,258

            	
              February
                24, 2005

            
	 	 


    

    FOR
      VALUE
      RECEIVED, NB FINANCE, LTD., a Bermuda corporation, having its registered office
      in Clarendon House, 2 Church Street, Hamilton, Bermuda (hereinafter referred
      to
      as “Borrower”), promises to pay to the order of NB CAPITAL CORPORATION, a
      Maryland corporation, at its principal place of business at 125 West 55th
      Street, New York, New York 10019 (hereinafter referred to as “Lender”), or at
      such other place as the holder thereof may from time to time designate in
      writing, the principal sum of five million five hundred thirty thousand two
      hundred and fifty-eight dollars (US$5,530,258) (the “Original Principal Amount”)
      in lawful money of the United States of America with interest on the principal
      amount outstanding from time to time to be computed from the date hereof until
      such principal amount is paid in full at an annual rate equal to the lesser
      of
      (i) the maximum non-usurious rate permitted by applicable law and (ii) ten
      percent and one hundred and fifty thousandths of a percent (10.150%) calculated
      monthly on a semi-annual basis (the “Interest
      Rate”), said
      Original Principal Amount and interest to be paid as follows:

    


    
      	(i)	
              With
                respect to each Interest Period, interest payments shall be paid
                in
                arrears on the fifteenth (15th) day of each calendar month immediately
                following such Interest Period; provided, however, that if such day
                is not
                a Business Day, interest payments shall be made on the immediately
                succeeding Business Day (the “Interest Payment Date”). “Interest Period”
                means each calendar month or portion thereof during the term of the
                Note
                or, in the case of the initial Interest Period, the date hereof through
                February 28, 2005. “Business
                Day”
                means a day of the year on which banks are not required or authorized
                by
                law to close in Maryland, Bermuda and
                Quebec.

            


    

     

    
      	(ii)	
              The
                Original Principal Amount shall be due and payable, unless otherwise
                accelerated or prepaid in accordance with the terms of this Note
                or the
                Loan Agreement dated as of the date hereof, between Borrower and
                Lender
                (the “Loan
                Agreement”), on
                February 15, 2012 (the “Maturity Date”)
                in
                whole.

            


    

    


    Section
      1.Incorporation
      by Reference.
      All of
      the terms, covenants and conditions contained in the Mortgage Loan Assignment
      Agreement and the Loan Agreement with respect to the indebtedness evidenced
      by
      this Note are hereby made a part of this Note to the same extent and with the
      same force as if they were fully set forth herein.

    


    Section
      2.Security.
      The
      indebtedness evidenced by this Note is secured pursuant to that certain mortgage
      loan assignment agreement of even date herewith (the “Mortgage Loan Assignment
      Agreement”), assigning the mortgage loans more particularly described therein as
      well as Borrower’s interest in the real property securing such Mortgage Loans
      (the “Mortgage Loans”) as security to Lender, subject to a reassignment upon
      satisfaction in full of any indebtedness evidenced by this Note.

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    Section
      3.Prepayment.
      The
      Original Principal Amount of this Note is not subject to optional prepayment
      but
      is subject to mandatory prepayment prior to the Maturity Date upon the terms
      and
      conditions specified in the Loan Agreement.

    


    Section
      4.Default
      and Acceleration.
      If an
      Event of Default (as defined in the Loan Agreement), other than an Event of
      Default described in Section 6.1(g) of the Loan Agreement has occurred and
      is
      continuing, Lender may at any time, in addition to any other rights or remedies
      available to it pursuant to this Note, the Loan Agreement and the Mortgage
      Loan
      Assignment Agreement, or at law or in equity, take such action, without notice
      or demand, that Lender deems advisable to protect and enforce its rights against
      Borrower and in any of the Collateral (as defined in the Loan Agreement),
      including, without limitation, by notice to Borrower, declare the Debt to be
      forthwith due and payable, whereupon such Debt shall become and be forthwith
      due
      and payable, without presentment, demand, protest or further notice of any
      kind,
      all of which are hereby expressly waived by Borrower, and may enforce or avail
      itself of any or all rights or remedies provided in this Note, the Loan
      Agreement and the Mortgage Loan Assignment Agreement against Borrower and/or
      the
      Collateral (including selling the Mortgage Loans); and upon an Event of Default
      described in Section 6.1(g) of the Loan Agreement, the Debt shall automatically
      become and be due and payable, without presentment, demand, protest or any
      notice of any kind, all of which are hereby expressly waived by Borrower. “Debt”
means (a) the outstanding principal balance of this Note, (b) interest, default
      interest at the Default Rate, late charges and other sums, as provided in this
      Note, the Loan Agreement or the Mortgage Loan Assignment Agreement, (c) all
      other monies agreed or provided to be paid by Borrower in this Note, the Loan
      Agreement or the Mortgage Loan Assignment Agreement, and (d) all sums advanced
      and costs and expenses incurred by Lender in connection with the Debt or any
      part thereof, any renewal, extension, or change of or substitution of the Debt
      or any part thereof, or the acquisition or perfection of the security therefor,
      whether made or incurred at the request of Borrower or Lender.

    


    Section
      5.Savings
      Clause.
      It is
      expressly stipulated and agreed to be the intent of Borrower and Lender that
      this Note complies with the applicable usury and other laws relating to this
      Note now or hereafter in effect. If any such applicable laws render usurious
      any
      amount called for under this Note, or contracted for, charged or received with
      respect to this Note, or if the acceleration of the maturity of this Note or
      if
      any prepayment by Borrower results in Borrower having paid any interest in
      excess of that permitted by applicable law, then it is the express intent of
      the
      parties that all excess amounts theretofore collected by Lender be refunded
      to
      Borrower, and the provisions of this Note immediately be deemed reformed and
      the
      amounts thereafter collected under this Note reduced, without the necessity
      of
      the execution of any new document, so as to comply with the then applicable
      law,
      but so as to permit the recovery of the fullest amount otherwise called for
      under this Note.

    


    Section
      6. Late
      Charges; Mortgage Default Interest Rate.

    


    (a)
      Subject to Section 5, in the event that any installment of interest or principal
      shall become overdue for a period in excess of five (5) days, a “late charge” in
      an amount equal to five percent (5%) of the amount so overdue may be charged
      to
      Borrower by Lender for the purpose of defraying the expenses incident to
      handling such delinquent payments. Subject to Section
      5,
      such
      late charge shall be in addition to, and not in lieu of, any other remedy Lender
      may have and
      is in
      addition to Lender’s right to collect reasonable fees and charges of any agents
      or attorneys which Lender may employ in connection with any
      default.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    


    (b)
      If
      Borrower shall default in any payment of principal or interest, or any other
      amount owed by Borrower under this Note, the Loan Agreement or the Mortgage
      Loan
      Assignment Agreement, Borrower shall pay interest on the unpaid principal amount
      of this Note, payable in arrears on each Interest Payment Date and on demand,
      at
      a rate per annum equal at all times to the lesser of (x) the maximum non
      usurious rate permitted by applicable law or (y) three percent (3%) per annum
      above the applicable Interest Rate until such defaulted amount has been paid
      by
      Borrower, together with interest thereon at the Default Rate. Payment or
      acceptance of the increased rate as provided in this Section is not a permitted
      alternative for timely payment and shall not constitute a waiver of a Default
      or
      an Event of Default or an amendment to this Note, the Loan Agreement or the
      Mortgage Loan Assignment Agreement and shall not otherwise prejudice or limit
      any rights or remedies of Lender.

    


    Section
      7.No
      Oral Change.
      This
      Note may not be modified, amended, waived, extended, changed, discharged or
      terminated orally or by act or failure to act on the part of Borrower or Lender,
      but only by an agreement,in writing signed by the party against whom enforcement
      of any modification, amendment, waiver, extension, change, discharge or
      termination is sought.

    


    Section
      8.Waivers.
      Except
      for any notices expressly provided for in this Note, the Loan Agreement or
      the
      Mortgage Loan Assignment Agreement, Borrower and all others who may become
      liable for the payment of all or any part of the Debt do hereby severally waive
      presentment and demand for payment, notice of dishonor, protest and notice
      of
      protest and non-payment and all other notices of any kind. No release of any
      security for the Debt or extension of time for payment of this Note or any
      installment hereof, and no alteration, amendment or waiver of any provision
      of
      this Note, the Loan Agreement or the Mortgage Loan Assignment Agreement between
      Lender or any other person or party shall release, modify, amend, waive, extend,
      change, discharge, terminate or affect the liability of Borrower, and any other
      person or entity who may become liable for the payment of all or any part of
      the
      Debt, under this Note, the Loan Agreement or the Mortgage Loan Assignment
      Agreement. No notice to or demand on Borrower shall be deemed to be a waiver
      of
      the obligation of Borrower or of the right of Lender to take further action
      without further notice or demand as provided for in this Note, the Loan
      Agreement or the Mortgage Loan Assignment Agreement. Any failure of Lender
      to
      insist upon strict performance by Borrower of any of the provisions of this
      Note, the Loan Agreement or the Mortgage Loan Assignment Agreement shall not
      be
      deemed a waiver of any of the terms or provisions of this Note, the Loan
      Agreement or the Mortgage Loan Assignment Agreement, and Lender shall have
      the
      right thereafter to insist upon strict performance by Borrower of any and all
      of
      them.

    


    Section
      9.Non
      Recourse.
      Except
      as otherwise provided herein and the Loan Agreement and the Mortgage Loan
      Assignment Agreement, Lender shall not enforce the liability and obligation
      of
      Borrower to perform and observe the obligations contained in this Note, the
      Loan
      Agreement and the Mortgage Loan Assignment Agreement by any action or proceeding
      wherein a money judgment shall be sought against Borrower, except that Lender
      may bring an action or proceeding to enable Lender to enforce and realize
      upon
      this Note, the Loan
      Agreement and the Mortgage Loan Assignment Agreement, and the interest in the
      Mortgage Loans and in any Collateral (as defined in the Loan Agreement) given
      to
      Lender created by this Note, the Loan Agreement or the Mortgage Loan Assignment
      Agreement, provided, however, that any judgment in any action or proceeding
      shall be enforceable against Borrower only to the extent of Borrower’s interest
      in the Mortgage Loans and other Collateral given to Lender. The provisions
      of
      this Section shall not however (i) constitute a waiver, release or impairment
      of
      any obligation evidenced or secured by this Note, the Loan Agreement or the
      Mortgage Loan Assignment Agreement, (ii) affect the validity or enforceability
      of any indemnity made in connection with this Note, the Loan Agreement or the
      Mortgage Loan Assigninent Agreement, or (iii) impair the enforcement of the
      Mortgage Loan Assignment Agreement.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    


    Section
      10.Authority.
      Borrower
      (and the undersigned representative of Borrower, if any) represents that
      Borrower has full power, authority and legal right to execute and deliver this
      Note, the Loan Agreement and the Mortgage Loan Assignment Agreement and that
      this Note, the Loan Agreement and the Mortgage Loan Assignment Agreement are
      valid and binding in accordance with their terms.

    


    Section
      11.Applicable
      Law.
      This
      Note shall be governed, construed, applied and enforced in accordance with
      the
      laws of Bermuda.

    


    Section
      12.Counsel
      Fees.
      In the
      event that it should become necessary to employ counsel to collect the Debt
      or
      to protect or foreclose the security therefor, Borrower also agrees to pay
      all
      reasonable fees and expenses of Lender, including, without limitation,
      reasonable attorney’s fees for the services of such counsel whether or not suit
      be brought.

    


    Section
      13. Notices.
      All
      notices and other communications provided for hereunder shall be in writing
      (including telegraphic, telecopy or telex communication) and mailed,
      telegraphed, telecopied, telexed or delivered, if to Borrower, at its address
      c/o Codan Services Limited, Clarendon House, 2 Church Street, Hamilton, HM
      11
      Bermuda, Attention: Secretary; and if to Lender, at its address at 125 West
      55th
      Street, New York, New York 10019, Attention: Chief Executive Officer; with
      a
      copy to National Bank of Canada, as servicer of Lender, at National Bank Tower,
      600 de La Gauchetiere West, Montreal, Quebec H3B 4L2 or as to each other party,
      at such other address as shall be designated by such party in a written notice
      to Borrower and Lender. All such notices and communications shall, when mailed,
      telegraphed, telecopied or telexed, be effective when. deposited in the mails,
      delivered to the telegraph company, transmitted by telecopier or confirmed
      by
      telex answerback, respectively.

    


    Section
      14. Payment.
      Borrower
      shall make each payment, irrespective of any right of counterclaim or set off,
      not later than 11:00 a.m. (Eastern Standard time) on each Interest Payment
      Date
      in United States dollars to Lender at an account or accounts Lender may
      designate from time to time in same day funds. All computations of interest
      and
      fees shall be made by Lender on the basis of a year of 360 days consisting
      of
      twelve (12) months of thirty (30) days each. Each determination by Lender of
      interest or fees hereunder shall be conclusive and binding for all purposes,
      absent manifest error.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, Borrower has caused this instrument to be duly executed as
      of
      the date in the year first above written.

     

    
      BORROWER

       

      NB
        FINANCE, LTD.

       

      By: 
/s/
        Vanessa Fontana

      
        
          

        

      

      Vanessa
        Fontana

       

      LENDER

       

      NB
        CAPITAL CORPORATION

       

      By: 
/s/
        Jean Dagenais

      
        
          

        

      

      Jean
        Dagenais

       

      
        
          
          

        

        -5-