EXHIBIT
      10.45

     

    PROMISSORY
      NOTE

    (this
      “Note”)

     

    
      	
              US
                $97,736,747.47

            	
              March
                14, 2006

            
	 	 


    

    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 65 East
      55th Street, 31st
      Floor,
      New York, New York (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 ninety-seven million seven hundred thirty-six
      thousand seven hundred forty-seven dollars and forty-seven cents
      (US$97,736,747.47) (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 August 29, 2005 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 six hundred and one thousandths of a percent (6.601%)
      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
                August 30, 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
                Québec.

            


    

     

    
      	
              (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 August 29, 2005, between Borrower and
                Lender
                (the ”Loan
                Agreement”),
                on  November 15, 2007 (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.

     

    
      
        
        

      

      
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    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.

     

    
      
        
        

      

      
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    (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.

     

    
      
        
        

      

      
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    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
      65 East 55th Street, 31st
      Floor,
      New York, New York, Attention: Chief Executive Officer; with a copy to National
      Bank of Canada, as servicer of Lender, at National Bank Tower,
      600 De La Gauchetière Street West, 4th
      Floor,
      Montréal, Québec H3B 4L2, Attention: Vice-President and Corporate
      Secretary; 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.

     

    
      
        
        

      

      
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    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/ Martin-Pierre Boulianne

    
      
        

      

    

    Martin-Pierre
      Boulianne

     

     

    LENDER

     

    NB
      CAPITAL CORPORATION

     

    By: 
      /s/ Jean Dagenais

    
      
        

      

    

    Jean
      Dagenais

    
      	 	 	 	 
	
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