EXHIBIT 10.28  



PROMISSORY NOTE
 
(this “Note”)


		
	US$5,080,636.30 	  	  	January 25, 2002 




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 eighty thousand six hundred
thirty-six dollars and thirty cents (US$5,080,636.30) (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 seven hundred and eighty-seven thousandths of a percent (8.787%) 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 15, 2002. “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 the date hereof, between Borrower and Lender
          (the “Loan Agreement”), on July 15, 2005
          (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.  













- 2 -







     
   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  













- 3 -







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. 



     
   (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  













- 4 -







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. 



     
   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: Roger Burgess;           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 Gauchetière West, Montréal,
Québec           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.  













- 5 -








        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:          
               
               
                 






	  	   
     LENDER 






	  	    
    NB CAPITAL CORPORATION  







	  	   
     By:          
               
               
                 













PROMISSORY NOTE
 
(this “Note”)


		
	US$9,643,823.39 	  	  	January 25, 2002 




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 forty-three thousand eight hundred
twenty-three dollars and thirty-nine cents (US$9,643,823.39) (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 ninety-six thousandths of a percent (8.096%) 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 15, 2002. “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 the date hereof, between Borrower and Lender
          (the “Loan Agreement”), on July 15, 2006
          (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.  













- 2 -







     
   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  













- 3 -







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. 



     
   (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  













- 4 -







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. 



     
   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: Roger Burgess;           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 Gauchetière West, Montréal,
Québec           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.  













- 5 -








        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:          
               
               
                 






	  	   
     LENDER 






	  	    
    NB CAPITAL CORPORATION  







	  	   
     By:          
               
               
                 













PROMISSORY NOTE
 
(this “Note”)


		
	US$4,425,150.57 	  	  	January 25, 2002 




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 four million four hundred twenty-five thousand one hundred
fifty dollars and fifty-seven cents (US$4,425,150.27) (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 seven hundred and twenty-five thousandths of a percent (8.725%) 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 15, 2002. “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 the date hereof, between Borrower and Lender
          (the “Loan Agreement”), on July 15, 2006
          (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.  













- 2 -







     
   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  













- 3 -







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. 



     
   (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   













- 4 -







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. 



     
   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: Roger Burgess;           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 Gauchetière West, Montréal,
Québec           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.  













- 5 -








        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:          
               
               
                 






	  	   
     LENDER 






	  	    
    NB CAPITAL CORPORATION  







	  	   
     By:          
               
               
                 













PROMISSORY NOTE
 
(this “Note”)


		
	US$6,300,323.22 	  	  	January 25, 2002 




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 six million three hundred thousand three hundred
twenty-three dollars and twenty-two cents (US$6,300,323.22) (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 three hundred and twenty-two thousandths of a percent (9.322%) 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 15, 2002. “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 the date hereof, between Borrower and Lender
          (the “Loan Agreement”), on July 15, 2006
          (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.  













- 2 -







     
   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  













- 3 -







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. 



     
   (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  













- 4 -







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. 



     
   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: Roger Burgess;           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 Gauchetière West, Montréal,
Québec           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.  













- 5 -








        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:          
               
               
                 






	  	   
     LENDER 






	  	    
    NB CAPITAL CORPORATION  







	  	   
     By:          
               
               
                 













PROMISSORY NOTE
 
(this “Note”)


		
	US$7,897,184.70 	  	  	January 25, 2002 




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 eight hundred ninety-seven thousand one hundred
eighty-four dollars and seventy cents (US$7,897,184.70) (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 one hundred and twenty-four thousandths of a percent (8.124%) 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 15, 2002. “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 the date hereof, between Borrower and Lender
          (the “Loan Agreement”), on January 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.  













- 2 -







     
   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  













- 3 -







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. 



     
   (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  













- 4 -







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. 



     
   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: Roger Burgess;           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 Gauchetière West, Montréal,
Québec           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.  













- 5 -








        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:          
               
               
                 






	  	   
     LENDER 






	  	    
    NB CAPITAL CORPORATION  







	  	   
     By:          
               
               
                 













PROMISSORY NOTE
 
(this “Note”)


		
	US$8,304,717.22 	  	  	January 25, 2002 




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 eight million three hundred four thousand
seven hundred seventeen dollars and twenty-two cents (US$8,304,717.22) (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 seven hundred and thirty-five thousandths of a percent (8.735%) 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 15, 2002. “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 the date hereof, between Borrower and Lender
          (the “Loan Agreement”), on January 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.  













- 2 -







     
   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  













- 3 -







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. 



     
   (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   













- 4 -







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. 



     
   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: Roger Burgess;           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 Gauchetière West, Montréal,
Québec           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.  













- 5 -








        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:          
               
               
                 






	  	   
     LENDER 






	  	    
    NB CAPITAL CORPORATION  







	  	   
     By:          
               
               
                 













PROMISSORY NOTE
 
(this “Note”)


		
	US$10,348,651.63 	  	  	January 25, 2002 




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 ten million three hundred forty-eight thousand
six hundred fifty-one dollars and sixty-three cents (US$10,348,651.63) (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 three hundred and sixty-two thousandths of a percent (9.362%) 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 15, 2002. “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 the date hereof, between Borrower and Lender
          (the “Loan Agreement”), on January 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.  













- 2 -







     
   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  













- 3 -







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. 



     
   (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  













- 4 -







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. 



     
   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: Roger Burgess;           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 Gauchetière West, Montréal,
Québec           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.  













- 5 -








        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:          
               
               
                 






	  	   
     LENDER 






	  	    
    NB CAPITAL CORPORATION  







	  	   
     By:          
               
               
                 













PROMISSORY NOTE
 
(this “Note”)


		
	US$9,926,963.73 	  	  	January 29, 2002 




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 twenty-six thousand
nine hundred sixty-three dollars and seventy-three cents (US$9,926,963.73) (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 one hundred and twenty-seven thousandths of a percent (8.127%) 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 15, 2002. “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 the date hereof, between Borrower and Lender
          (the “Loan Agreement”), on July  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.  













- 2 -







     
   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  













- 3 -







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. 



     
   (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  













- 4 -







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. 



     
   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: Roger Burgess;           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 Gauchetière West, Montréal,
Québec           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.  













- 5 -








        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:          
               
               
                 






	  	   
     LENDER 






	  	    
    NB CAPITAL CORPORATION  







	  	   
     By:          
               
               
                 













PROMISSORY NOTE
 
(this “Note”)


		
	US$7,178,371.80 	  	  	January 25, 2002 




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 one hundred seventy-eight thousand
three hundred seventy-one dollars and eight cents (US$7,178,371.80) (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 ninety-seven thousandths of a percent (8.097%) 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 15, 2002. “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 the date hereof, between Borrower and Lender
          (the “Loan Agreement”), on January 15, 2009
          (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.  













- 2 -







     
   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  













- 3 -







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. 



     
   (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   













- 4 -







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. 



     
   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: Roger Burgess;           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 Gauchetière West, Montréal,
Québec           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.  













- 5 -








        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:          
               
               
                 






	  	   
     LENDER 






	  	    
    NB CAPITAL CORPORATION  







	  	   
     By:          
               
               
                 













PROMISSORY NOTE
 
(this “Note”)


		
	US$2,760,257.31 	  	  	January 25, 2002 




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 two million seven hundred sixty thousand
two hundred fifty-seven dollars and thirty-one cents (US$2,760,257.31) (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 ninety-four thousandths of a percent (8.094%) 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 15, 2002. “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 the date hereof, between Borrower and Lender
          (the “Loan Agreement”), on July 15, 2009
          (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.  













- 2 -







     
   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  













- 3 -







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. 



     
   (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  













- 4 -







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. 



     
   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: Roger Burgess;           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 Gauchetière West, Montréal,
Québec           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.  













- 5 -








        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:          
               
               
                 






	  	   
     LENDER 






	  	    
    NB CAPITAL CORPORATION  







	  	   
     By: