NB CAPITAL CORP
<DOCUMENT>
<TYPE>EX-10.35
<SEQUENCE>6
<FILENAME>ex10_35.txt
<TEXT>


                                                                   EXHIBIT 10.35





                                 PROMISSORY NOTE
                                  (this "Note")



US$25,625,622.62                                               December 16, 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  twenty-five  million six hundred
twenty-five   thousand  six  hundred  twenty-two  dollars  and  sixty-two  cents
(US$25,625,622.62)  (the  "Original  Principal  Amount") in lawful  money of the
United States of America with interest on the principal amount  outstanding from
time to time to be computed from the date hereof until such principal  amount is
paid  in  full  at an  annual  rate  equal  to the  lesser  of (i)  the  maximum
non-usurious  rate  permitted  by  applicable  law  and  (ii)  ten  percent  and
twenty-two   thousandths  of  a  percent  (10.022%)   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 January 15, 2003.  "Business Day" means a day of
the  year on which  banks  are not  required  or  authorized  by law to close in
Maryland, Bermuda and Quebec.

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

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

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



<PAGE>
                                      -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



<PAGE>
                                      -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



<PAGE>
                                      -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 Gauchetiere West, Montreal, Quebec H3B
4L2 or as to each other party,  at such other  address as shall be designated by
such party in a written  notice to  Borrower  and Lender.  All such  notices and
communications  shall,  when  mailed,  telegraphed,  telecopied  or telexed,  be
effective  when  deposited  in the mails,  delivered to the  telegraph  company,
transmitted by telecopier or confirmed by telex answerback, respectively.

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




<PAGE>
                                      -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:
                                       ----------------------------------------



</TEXT>
</DOCUMENT>
