EX 10.44


    
      EXHIBIT
        10.44

       

      AUGUST
        2005 MORTGAGE LOAN ASSIGNMENT AGREEMENT

       

      (August
        2005 Series 1 Loan)

       

      THIS
        MORTGAGE LOAN ASSIGNMENT AGREEMENT (this ”Assignment”)
        made
        as of August 29, 2005, constitutes an assignment from NB FINANCE, LTD., a
        Bermuda corporation (the ”Assignor”),
        to
        NB CAPITAL CORPORATION, a Maryland corporation, (the ”Assignee”),
        and
        an agreement by and among Assignor, Assignee and NATIONAL BANK OF CANADA,
        a
        Canadian chartered bank, as custodian and servicer on behalf of Assignee
        (the ”Bank”).

       

      W I T N E S S E T H
        :

       

      WHEREAS,
        Assignor and Assignee have entered into a certain Loan Agreement, as of August
        29, 2005 (such Loan Agreement, as it may be amended or modified from time
        to
        time, the “Loan
        Agreement”),
        under
        the terms of which Assignee has, subject to the terms and conditions thereof,
        lent with respect to the August 2005 Series 1 Loan (as defined in the Loan
        Agreement) a principal amount of US$97,736,747.47 to Assignor, as of August
        29,
        2005.

       

      WHEREAS,
        to evidence and secure its obligations with respect to the August 2005
        Series 1 Loan under the Loan Agreement, Assignor shall execute and deliver
        certain Loan Documents (as defined in the Loan Agreement).

       

      WHEREAS,
        Assignee has required and Assignor has agreed that Assignor shall assign
        all of
        its right, title and interest in, to and under the mortgage loans listed
        on
        Exhibit A attached hereto (the ”Mortgage
        Loans”),
        each
        such Mortgage Loan evidenced by certain agreements, deeds and proceedings
        (the ”Mortgage
        Loan Document”)
        to
        Assignee and permit Assignee or its agents, to administer, perform and enforce
        the Mortgage Loans upon the terms and conditions hereinafter set
        forth.

       

      NOW,
        THEREFORE, in consideration of the transactions hereinabove described, and
        for
        other good and valuable consideration, the receipt and sufficiency of which
        are
        hereby acknowledged, the parties hereto agree as follows:

       

      1.    Assignment.

       

      (a)    Assignor
        as beneficial owner hereby assigns, charges and sets over to Assignee, and
        its
        successors and assigns, without recourse to Assignor, all of Assignor’s right,
        title and interest now or hereafter acquired in, to and under the Mortgage
        Loans
        and all of the real property (together with any proceeds (including, but
        not
        limited to, any insurance, casualty and mortgage insurance proceeds), products,
        substitutions, additions or replacements of any collateral mortgaged, assigned
        or pledged under the Mortgage Loans) described therein (collectively,
        the ”Collateral”).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b)    Assignee
        hereby accepts the foregoing assignment, on behalf of itself and its respective
        successors and assigns.

       

      (c)    Assignor
        hereby appoints Assignee the true and lawful attorney-in-fact of Assignor,
        with
        full power of substitution, in its own name, both before and/or after any
        Event
        of Default (as defined in the Loan Agreement), to take any action under or
        in
        connection with the Mortgage Loans. This power shall be deemed to be coupled
        with an interest and shall be irrevocable.

       

      (d)    Assignor
        agrees that the assignment herein provided is absolute and from and after
        the
        date hereof, subject to Section 16,
        Assignee shall obtain legal title to the Mortgage Loans and Assignor shall
        not
        have, and shall not exercise, any rights in and to the Collateral, including,
        without limitation, any rights as payee, mortgagee or assignee under any
        of the
        Mortgage Loan Documents, or any rights to receive any payments or to exercise
        or
        omit to exercise, waive, compromise or make any other actions or determinations
        or give or receive any notices under or in respect of the Mortgage Loan
        Documents, except such as Assignee may direct in order to better effectuate
        the
        rights, remedies and security herein provided or contemplated.

       

      (e)    Assignee,
        as payee under the Mortgage Loans, shall have the right, both before and
        after
        an Event of Default (as defined in the Loan Agreement) to collect and receive
        all payments of principal and interest and any other amounts due and payable
        under the Mortgage Loan Documents. On each Interest Payment Date (as defined
        in
        the Loan Agreement), Assignee shall apply the US Dollar Equivalent (as
        defined in the Loan Agreement) of the funds collected under the Mortgage
        Loan
        Documents (i) first, to the payment of any interest due and payable under
        the Loan Documents, (ii) second, to the payment of any scheduled or
        unscheduled principal payments due and payable under the Loan Documents,
        (iii) third, to the payment of any Excess Loan Amount (as defined in the
        Loan Agreement) and (iv) fourth, to any other amounts due and payable under
        the Loan Documents and shall, to the extent available after payment of the
        amounts in clauses (i), (ii), (iii) and (iv) above, remit the balance of
        any collections or payments to Assignor.

       

      TO
        HAVE
        AND TO HOLD the same unto Assignee, and its successors and assigns.

       

      2.    Representations
        and Warranties of Assignor.  Assignor
        represents and warrants as follows:

       

      (a)    Assignor
        (i) is the sole owner of the Mortgage Loans and such ownership is free and
        clear of any lien, security interest or other encumbrance, (ii) has not
        granted any participation or other interest or assignment, other option or
        rights to the Mortgage Loans, other than to Assignee, and (iii) has not
        pledged, collaterally assigned or otherwise hypothecated any interest therein
        or
        agreed to do so, other than to Assignee.

       

      (b)    The
        registered office and principal place of business of the Assignor is located
        in
        Hamilton, Bermuda.

       

      
        
          
          

        

        
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      (c)    The
        execution, delivery and performance of this Assignment by Assignor are within
        Assignor’s power and authority, have been duly authorized by all necessary
        action and do not and will not (i) require any authorization which has not
        been obtained, (ii) contravene the articles of incorporation or by-laws of
        the Assignor, any applicable laws or any agreement or restriction binding
        on or
        affecting Assignor or its property, or (iii) result in or require the
        creation or imposition of any lien or right of others upon or with respect
        to
        any property now or in the future owned by Assignor (other than liens created
        in
        favor of Assignee hereunder). No authorization which has not been obtained
        is
        required for the assignment hereunder or the enforcement by Assignee of its
        remedies under this Assignment. This Assignment, when executed and delivered,
        will constitute the legal, valid and binding obligation of Assignor enforceable
        against Assignor in accordance with its terms, except as enforcement may
        be
        limited by bankruptcy, insolvency or other similar laws affecting the rights
        of
        creditors generally.

       

      (d)    The
        originals (including duplicate originals, if any) of all the Mortgage Loan
        Documents, have been simultaneously herewith delivered to the Bank as custodian
        for Assignee (except for any loan documents which have been or will be submitted
        to public officials for filing or recording and policies of title or other
        insurance which have not yet been received by Assignor, which in either case
        will be delivered directly to the Bank or forthwith turned over to the Bank
        as
        and when received by the Assignor).

       

      3.    Servicing.  Until
        the satisfaction in full of all obligations of Assignor under the Loan Agreement
        shall have occurred:

       

      (a)    Assignee
        or its agents, shall have the sole power and authority to do or refrain from
        doing any act under or in connection with the Mortgage Loan Documents and
        the
        property described therein and/or this Assignment, including, without
        limitation, the sole power and authority in its sole discretion, to
        (i) advance funds thereunder, (ii) determine that all conditions to
        the advance of funds thereunder have been satisfied (or to waive some or
        all of
        the conditions to advance thereunder), and (iii) determine that a default
        or event of default has occurred thereunder and to give any notice, demand
        or
        protest in respect thereof;

       

      (b)    Assignor
        acknowledges that (i) the Bank, as agent of Assignee, shall be named as
        mortgagee and loss payee on all fire, extended coverage and other hazard
        insurance policies required under the Mortgage Loan Documents, to the extent
        set
        forth therein and (ii) Assignor and any mortgage and all other parties
        obligated to Assignor under the Mortgage Loan Documents shall deal solely
        with
        the Bank, acting on behalf of Assignee, under the Mortgage Loan Documents
        and
        this Assignment, Assignor and all other parties so obligated shall be entitled
        to rely on their actions so taken with respect to the Bank and upon the action
        taken by the Bank, acting on behalf of Assignee, with respect to them until
        the
        satisfaction in full of all obligations of Assignor under the Loan Agreement
        or
        until Assignee shall appoint another person to act on its behalf (or otherwise
        revoke the Bank’s authority to act on behalf of Assignee);

       

      (c)    Assignor
        agrees that Assignee or it agents shall have the full power and authority,
        in
        its discretion, to take, or defer from taking, any and all actions with respect
        to the administration and enforcement of the Loan Documents, in order to
        effectuate the purposes contemplated herein and therein, including the right,
        power and authority to exercise any and all of the rights, remedies and options
        reserved to Assignee or its agents in, or given by law or equity to Assignee
        or
        it agents as holder of the Mortgage Loan Documents, to enforce the Mortgage
        Loan
        Documents, and to take such other actions for the protection and preservation
        of
        the lien of the Mortgages, and protect and preserve all property described
        therein should Assignee or its agents become the owner thereof by foreclosure
        or
        otherwise as may be necessary and/or appropriate.

       

      
        
          
          

        

        
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      4.    Event
        of Default: Remedies.  If
        an event of default shall occur under any Mortgage Loan (an “Event
        of Default”),
        Assignee or its agents shall have all the rights and remedies which would
        be
        available to Assignor (but for this Assignment) under the Mortgage Loan
        Documents as set forth therein and as permitted thereunder or otherwise
        available to Assignor (but for this Assignment) in law or in equity, including,
        without limitation but in each instance to the extent provided in and as
        conditioned by the Mortgage Loan Documents, the right:

       

      (a)    To
        accelerate the maturity of such Mortgage Loan and all other amounts due under
        the applicable Mortgage Loan Documents and to declare the same to be or become
        immediately due and payable and enforce payment thereof upon the happening
        of
        any Event of Default by the mortgagor under such Mortgage Loan, as permitted
        therein, after the giving of such applicable notice and/or the passage of
        such
        time as may be provided for in such Mortgage Loan;

       

      (b)    To
        take
        such steps, institute and prosecute such actions and proceedings and do or
        omit
        such acts which, in its judgment, are advisable in order to enforce payment
        of
        all amounts due under the Mortgage Loan Documents and realize upon the security
        provided therefor, including, without limitation, (i) to select any of the
        remedies available under the Mortgage Loan Documents or otherwise available
        at
        law or in equity, (ii) to enter into or consent to any amendment,
        modification and/or extension of the Mortgage Loan Documents, (iii) to
        enter into or consent to any release, substitution or exchange of all or
        any
        part of any security for such Mortgage Loan, (iv) to waive any claim
        against the mortgagor or any person or entity obligated under the Loan Documents
        and (v) to defer, extend, increase or decrease any payment, instalment or
        other sum required or on account of such Mortgage Loan and/or the applicable
        Mortgage Loan Documents;

       

      (c)    To
        discontinue any such action or proceeding commenced as provided in subsection 4(b)
        above or
        to stay, delay, defer, discontinue or withdraw the same;

       

      (d)    To
        enter
        or cause to be entered a bid at any foreclosure sale of the property mortgaged
        securing such Mortgage Loan pursuant to the applicable Mortgage Loan Documents
        (each such property a “Mortgaged
        Property”)
        or any
        portion thereof;

       

      (e)    To
        acquire title in and to any Mortgaged Property or any portion thereof in
        any
        foreclosure proceeding in its name or the name of its nominee or
        designee;

       

      
        
          
          

        

        
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      (f)    To
        accept
        a deed to any Mortgaged Property or any portion thereof in lieu of foreclosure
        and to release the mortgagor from its obligations under the Mortgage Loan
        in
        consideration of such deed in lieu of foreclosure;

       

      (g)    To
        operate, manage and/or develop, or hire agents to operate, manage and/or
        develop, any foreclosed or acquired Mortgaged Property and to lease all or
        any
        portion thereof upon such terms and conditions as it deems to be in the best
        interests of Assignee;

       

      (h)    To
        sell
        any foreclosed or acquired Mortgaged Property or any portion thereof, upon
        such
        terms as it may deem to be in the best interests of Assignee, including,
        without
        limitation, the right to take back one or more purchase money notes and
        mortgages;

       

      (i)    To
        make
        advances for the payment for taxes, assessments, water, sewer and vault charges,
        and all interest and penalties thereon, insurance premiums and other similar
        or
        dissimilar items relating to any Mortgaged Property, to the extent permitted
        by
        the applicable Mortgage Loan Documents;

       

      (j)    To
        make
        advances for the account of the mortgagor under such Mortgage Loan, to the
        extent permitted by the applicable Mortgage Loan Documents;

       

      (k)    To
        collect, sue for, receive and, subject to applicable provisions of law, settle
        or compromise any claims for loss or damage covered by insurance and/or
        condemnation of all or any portion of any Mortgaged Property and to exercise
        its
        discretion in the proper application and disposition of the net proceeds
        of such
        insurance and/or condemnation award;

       

      (l)    To
        sell
        the Mortgage Loan at a fair market value; and

       

      (m)    Generally
        to do and take any and all actions which, but for this Assignment, the Assignor
        would be entitled to do and take under or with respect to the applicable
        Mortgage Loan Documents; it being understood and agreed that this Assignment
        does not confer upon the Assignee any greater rights with respect to the
        Mortgage Loan Documents than granted to Assignor or expand or extend such
        rights, the purpose of this Assignment being, inter
        alia,
        to
        assign, transfer and allocate such rights and not to create new rights against
        any mortgagor under the applicable Mortgage Loan, or to limit the rights
        or
        expand the obligations of any such mortgagor, and in the event of any conflict
        between the provisions of this Assignment and the provisions of the Mortgage
        Loan Documents, the provisions of the Mortgage Loan Documents, shall
        control.

       

      5.    Possession
        of Mortgage Loan Documents.  From
        and after the date of this Assignment, the Bank shall no longer hold the
        duly
        executed originals of the Mortgage Loan Documents on its own behalf or as
        custodian for Assignor, but shall hold the same as custodian for Assignee,
        pursuant to the terms of (i) the custodial agreement dated as of August 29,
        2005 by and between the Bank and Assignee and (ii) the Amended and Restated
        Servicing Agreement dated as of June 28, 2005 by and between the Bank and
        Assignee.

       

      
        
          
          

        

        
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      6.    Further
        Assurances.

       

      (a)    Assignor
        agrees that at any time and from time to time, at the expense of Assignor,
        Assignor will promptly execute and deliver all further instruments and
        documents, and take all further action, that may be necessary or desirable,
        or
        that Assignee may reasonably request, to effectuate the purpose or provisions
        of
        this Assignment or to confirm or perfect any transaction described or
        contemplated herein or to enable Assignee or its agents to exercise and enforce
        its rights and remedies hereunder with respect to any Mortgage Loan Document.
        Assignor and Assignee agree that Assignor shall reasonably cooperate (i) in
        preparing, executing, delivering or having prepared, delivered and executed
        by
        April 1, 2006 such documents or instruments which are necessary or
        desirable to register legal title to each Mortgage Loan in the name of Assignee
        in the appropriate land registry or other office of public record, and
        (ii) in registering legal title to each Mortgage Loan in the name of
        Assignee in the event the credit rating of the Bank (or such other agent
        as may
        hold the Mortgage Loans on behalf of Assignee) will fall below either “BBB-” by
        Standard & Poor’s Rating Services or “Baa” by Moody’s Investor Service,
        Inc.

       

      (b)    Assignor
        hereby authorizes Assignee or its agents to file and record one or more
        financing or continuation statements and amendments thereto, relative to
        all or
        any part of the Loan Documents without the signature of Assignor where permitted
        by the law.

       

      7.    Assignment.  This
        Assignment shall be binding upon and shall inure to the benefit of the parties
        and their respective successors and assigns.

       

      8.    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 Assignor, at its address
        at
        c/o Codan Services Limited, Clarendon House, 2 Church Street, Hamilton,
        HM 11, Bermuda, Attention: Secretary; and if to Assignee, at its address at
        65 East 55th Street, 31st
        Floor,
        New York, New York, Attention: Chief Financial Officer; or as to each other
        party, at such other address as shall be designated by such party in a written
        notice to Assignee and Assignor. 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.

       

      9.    Governing
        Law.  This
        Assignment and Agreement shall be governed by and construed in accordance
        with
        the laws of Bermuda.

       

      10.    Jurisdiction.

       

      (a)    Each
        of
        the parties hereto hereby irrevocably and unconditionally submits, for itself
        and its property, to the nonexclusive jurisdiction of any court sitting in
        Bermuda, and any appellate court thereof, in any action or proceeding arising
        out of or relating to this Assignment, or for recognition or enforcement
        of any
        judgment, and each of the parties hereto hereby irrevocably and unconditionally
        agrees that all claims in respect of any such action or proceeding may be
        heard
        and determined in any such Bermuda court. Each of the parties hereto agrees
        that
        a final judgment in any such action or proceeding shall be conclusive and
        may be
        enforced in other jurisdictions by suit on the judgment or in any other manner
        provided by law. Nothing in this Assignment shall affect any right that any
        party may otherwise have to bring any action or proceeding relating to this
        Assignment in the courts of any jurisdiction.

       

      
        
          
          

        

        
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      (b)    Each
        of
        the parties hereto irrevocably and unconditionally waives, to the fullest
        extent
        it may legally and effectively do so, any objection that it may now or hereafter
        have to the laying of venue of any suit, action or proceeding arising out
        of or
        relating to this Assignment in any Bermuda court. Each of the parties hereto
        hereby irrevocably waives, to the fullest extent permitted by law, the defense
        of an inconvenient forum to the maintenance of such action or proceeding
        in any
        such court. Assignee hereby irrevocably appoints Codan Services Limited,
        Clarendon House, Church Street, Hamilton HM CX, Bermuda (“Assignee’s
        Process Agent”),
        as
        its agent to receive, on behalf of Assignee, service of copies of the summons
        and complaint and any other process which may be served in any such action
        or
        proceeding. Any such service may be made by mailing or delivering a copy
        of such
        process, if to Assignee, in care of Assignee’s Process Agent at Assignee’s
        Process Agent’s above address. Assignee hereby irrevocably authorizes and
        directs its respective process agent to accept such service on its
        behalf.

       

      11.    Counterparts.  This
        Assignment may be executed in one or more counterparts, each of which shall
        be
        considered an original. Delivery of an executed counterpart of a signature
        page
        to this Assignment by telecopier shall be effective as delivery of a manually
        executed counterpart of this Assignment. Any delivery of a counterpart signature
        by telecopier shall, however, be promptly followed by delivery of a manually
        executed counterpart.

       

      12.    Change
        and Modifications.  This
        Assignment may not be changed, terminated or modified orally or in any manner
        other than by an agreement in writing signed by the party sought to be charged
        therewith.

       

      13.    No
        Waiver.  No
        waiver by any party of any provision of this Assignment or any right, remedy
        or
        option hereunder shall be controlling, nor shall it prevent or estop such
        party
        from thereafter enforcing such provision, right, remedy or option, and the
        failure or refusal of any party hereto to insist in any one or more instances
        upon the strict performance of any of the terms or provisions of this Assignment
        by any other party hereto shall not be construed as a waiver or relinquishment
        for the future of any such term or provision, but the same shall continue
        in
        full force and effect, it being understood and agreed that the rights, remedies
        and options of Assignee or the Bank, acting as servicer on behalf of Assignee,
        hereunder are and shall be cumulative and in addition to all other rights,
        remedies and options of Assignee or the Bank, acting as servicer on behalf
        of
        Assignee, in law or in equity or under any other agreement.

       

      14.    Recitals.  All
        of the recitals hereinabove set forth are incorporated in this Assignment
        by
        reference.

       

      15.    Paragraph
        Headings, etc.  The
        headings of paragraphs contained in this Assignment are provided for convenience
        only. They form no part of this Assignment and shall not affect its construction
        or interpretation. All references to paragraphs or subparagraphs of this
        Assignment refer to the corresponding paragraphs and subparagraphs of this
        Assignment. All words used herein shall be construed to be of such gender
        or
        number as the circumstances require. This “Assignment” shall each mean this
        Assignment as a whole and as the same may from time to time hereafter be
        amended
        or modified. The words “herein,” “hereby,” “hereof,” “hereto,” “hereinabove” and
“hereinbelow,” and words of similar import, refer to this Assignment as a whole
        and not to any particular paragraph, clause or other subdivision hereof,
        unless
        otherwise specifically noted.

       

      
        
          
          

        

        
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      16.    Termination.  Upon
        satisfaction in full of all obligations of Assignor under the Loan Documents,
        this Assignment shall terminate and be of no further force and effect and
        Assignee shall execute documents evidencing the assignment of any outstanding
        Mortgage Loans to Assignor (without recourse), provided however, that in
        the
        event an Event of Default under any Mortgage Loan occurs, Assignee’s obligation
        to assign such defaulted Mortgage Loan back to Assignor as provided in this
        Section shall terminate, provided, further, however, that to the extent any
        amounts collected by Assignee with respect to such defaulted Mortgage Loan
        exceed an amount equal to the sum of (i) the amount by which the principal
        amount of the Loan secured by such defaulted Mortgage Loan was reduced pursuant
        to Section 2.04(b)(B) of the Loan Agreement, (ii) any interest accrued
        on such amount at the applicable Interest Rate (as defined in the Loan
        Agreement) compounded monthly, and (iii) the amount of any collection
        expenses (including legal fees), such excess shall be applied against the
        Excess
        Loan Amount and any remaining amount shall be remitted to Assignor.

       

      17.    Partial
        Invalidity.  In
        case any provision in this Assignment shall be invalid, illegal or
        unenforceable, the validity, legality and enforceability of the remaining
        provisions shall not in any way be affected or impaired thereby.

       

      18.    National
        Housing Act.  Subject
        to the terms and provisions of the Servicing Agreement referred to above,
        the
        Mortgage Loans hereby assigned will be administered and serviced by the Bank,
        as
        agent of Assignee, in accordance with the National
        Housing Act
        (Canada)
        and National
        Housing Regulations
        (Canada).

       

      IN
        WITNESS WHEREOF,
        Company, Servicer and Custodian have caused their names to be duly signed
        hereto
        by their respective officers thereunto duly authorized, all as of the date
        first
        above written.

       

       

      ASSIGNOR

       

      NB
        FINANCE, LTD.

       

      By: 
        /s/ Martin-Pierre Boulianne

      
        
          

        

      

      Martin-Pierre
        Boulianne

       

      
        
          
          

        

        
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      ASSIGNEE

       

      NB
        CAPITAL CORPORATION

       

      By: 
        /s/ Jean Dagenais

      
        
          

        

      

      Jean
        Dagenais

       

       

      BANK

       

      NATIONAL
        BANK OF CANADA

       

      By:
         /s/ Martin-Pierre Boulianne

      
        
          

        

      

      Martin-Pierre
        Boulianne

       

      By: 
        /s/ Linda Caty

      
        
          

        

      

      Linda
        Caty

       

      
        
          
          

        

        
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        	PROVINCE OF QUÉBEC	)	 
	
              	)
                ss.:	 
	DISTRICT OF MONTRÉAL	)	 


      

       

       

      On
        the
        fourteenth (14th)
        day of
        March, Two thousand and six (2006), before me personally came Martin-Pierre
        Boulianne to me known, who, being by me duly sworn, did depose and say that
        he
        resides at 4098, avenue de Melrose, Montreal, Province of Québec, H4A 2S4, that
        he is the Assistant Secretary of NB Finance, Ltd., the corporation
        described in and which executed the foregoing instrument; and that he signed
        his
        name thereto by authority of the board of directors of said
        corporation.

       

       

       

      MÉLANIE
        FRAPPIER, attorney

      
        
          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Exhibit
        A

       

      Mortgage
        Loans