EXHIBIT
      10.42

     

    FEBRUARY
      2005 MORTGAGE LOAN ASSIGNMENT AGREEMENT

    (February
      2005 Series 1 Loan)

     

    THIS
      MORTGAGE LOAN ASSIGNMENT AGREEMENT (this “Assignment”) made as
      of February 24, 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”).

    


    WITNESSETH:

    


    WHEREAS,
      Assignor and Assignee have entered into a certain Loan Agreement, as of February
      24, 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 February 2005 Series 1 Loan (as defined in the Loan
      Agreement) a principal amount of US$9,681,762 to Assignor, as of February 24,
      2005.

    


    WHEREAS,
      to evidence and secure its obligations with respect to the February 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.

     

    
      
        
        

      

      
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    (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.

     

    (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.

     

    
      
        
        

      

      
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    (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;

     

    (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;

     

    
      
        
        

      

      
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    (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 February 24,
      2005 by and between the Bank and Assignee and (ii) the Amended and Restated
      Servicing Agreement dated as of June 28, 2001 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
      September 1, 2005 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 125 West
      55th Street, New York, New York 10019, 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, the Assignor and each other party hereto has duly executed
      the
      Mortgage Loan Assignment Agreement as of the twenty-fourth (24th) day of
      February, Two thousand and five (2005).

     

    ASSIGNOR

     

    NB
      FINANCE, LTD.

     

    By:  
/s/
      Vanessa Fontana 
      
        

      

    

    Vanessa
      Fontana

     

    
      
        
        

      

      
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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 QUEBEC	)	 
	 	)
              ss.:	 
	DISTRICT
              OF MONTREAL	)	 


    

     

    On
      the
      twenty-eighth (28th)
      day of
      June,
      Two thousand and five (2005), before me personally came Vanessa Fontana to
      me
      known, who, being by me duly sworn, did depose and say that she resides at
      2100,
      boulevard Rene Laennec, Laval, Province of Quebec, H7M 5V3, that she is the
      Assistant Secretary of NB Finance, Ltd., the corporation described in and which
      executed the foregoing instrument; and that she signed her name thereto by
      authority of the board of directors of said corporation.

     

    /s/
      Nicole Norbert 
      
        

      

    

    NICOLE
      NOBERT, attorney

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

     

    Mortgage
      Loans

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FEBRUARY
      2005 MORTGAGE LOAN ASSIGNMENT AGREEMENT

    (February
      2005 Series 2 Loan)

     

    THIS
      MORTGAGE LOAN ASSIGNMENT AGREEMENT (this “Assignment”) made as of February 24,
      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”).

    


    WITNESSETH:

    


    WHEREAS,
      Assignor and Assignee have entered into a certain Loan Agreement, as of February
      24, 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 February 2005 Series 2 Loan (as defined in the Loan
      Agreement) a principal amount of US$17,535,114 to Assignor, as of February
      24,
      2005.

    


    WHEREAS,
      to evidence and secure its obligations with respect to the February 2005 Series
      2 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.

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    (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.

     

    (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.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (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.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    


    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;

     

    (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;

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (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 February 24,
      2005 by and between the Bank and Assignee and (ii) the Amended and Restated
      Servicing Agreement dated as of June 28, 2001 by and between the Bank and
      Assignee.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    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
      September 1, 2005 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 125 West
      55th Street, New York, New York 10019, 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.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    (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 orr 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.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    


    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, the Assignor and each other party hereto has duly executed
      the
      Mortgage Loan Assignment Agreement as of the twenty-fourth (24th) day of
      February, Two thousand and five (2005).

     

    
      ASSIGNOR

       

      NB
        FINANCE, LTD.

       

      By:  
/s/
        Vanessa Fontana 
        
          

        

      

      Vanessa
        Fontana

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

    

     

    
      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

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

    

     

    
       

      
        	PROVINCE
                OF QUEBEC	)	 
	 	)
                ss.:	 
	DISTRICT
                OF MONTREAL	)	 


      

       

    

    On
      the
      twenty-eighth (28th) day of June, Two thousand and five (2005), before me
      personally came Vanessa Fontana to me known, who, being by me duly sworn, did
      depose and say that she resides at 2100, boulevard Rene Laennec, Laval, Province
      of Quebec, H7M 5V3, that she is the Assistant Secretary of NB Finance, Ltd.,
      the
      corporation described in and which executed the foregoing instrument; and that
      she signed her name thereto by authority of the board of directors of said
      corporation.

     

    
      /s/
        Nicole Norbert 
        
          

        

      

      NICOLE
        NOBERT, attorney

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    Exhibit
      A

     

    Mortgage
      Loans

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FEBRUARY
      2005 MORTGAGE LOAN ASSIGNMENT AGREEMENT

    (February
      2005 Series 3 Loan)

     

    THIS
      MORTGAGE LOAN ASSIGNMENT AGREEMENT (this “Assignment”)
      made
      as
      of February 24, 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”).

    


    WITNESSETH:

    


    WHEREAS,
      Assignor and Assignee have entered into a certain Loan Agreement, as of February
      24, 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 February 2005 Series 3 Loan (as defined in the Loan
      Agreement) a principal amount of US$7,986,713 to Assignor, as of February 24,
      2005.

    


    WHEREAS,
      to evidence and secure its obligations with respect to the February 2005 Series
      3 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.

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    (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.

     

    (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.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (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.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    


    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;

     

    (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;

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (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;

     

    (1) 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 February 24,
      2005 by and between the Bank and Assignee and (ii) the Amended and Restated
      Servicing Agreement dated as of June 28, 2001 by and between the Bank and
      Assignee.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    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
      September 1, 2005 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 125 West
      55th Street, New York, New York 10019, 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.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    (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.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    


    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, the Assignor and each other. party hereto has duly executed
      the
      Mortgage Loan Assignment Agreement as of the twenty-fourth (24th) day of
      February, Two thousand and five (2005).

     

    
      ASSIGNOR

       

      NB
        FINANCE, LTD.

       

      By:  
/s/
        Vanessa Fontana 
        
          

        

      

      Vanessa
        Fontana

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

    

     

    
      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

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

    

     

    
      
        	PROVINCE
                OF QUEBEC	)	 
	 	)
                ss.:	 
	DISTRICT
                OF MONTREAL	)	 


      

       

    

    On
      the
      twenty-eighth (28th) day of June, Two thousand and five (2005), before me
      personally came Vanessa Fontana to me known, who, being by me duly sworn, did
      depose and say that she resides at 2100, boulevard Rene Laennec, Laval, Province
      of Quebec, H7M 5V3, that she is the Assistant Secretary of NB Finance, Ltd.,
      the
      corporation described in and which executed the foregoing instrument; and that
      she signed her name thereto by authority of the board of directors of said
      corporation.

     

    
      /s/
        Nicole Norbert 
        
          

        

      

      NICOLE
        NOBERT, attorney

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

     

    Mortgage
      Loans

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FEBRUARY
      2005 MORTGAGE LOAN ASSIGNMENT AGREEMENT

    (February
      2005 Series 4 Loan)

     

    THIS
      MORTGAGE LOAN ASSIGNMENT AGREEMENT (this “Assignment”) made as of February 24,
      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”).

    


    WITNESSETH:

    


    WHEREAS,
      Assignor and Assignee have entered into a certain Loan Agreement, as of February
      24, 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 February 2005 Series 4 Loan (as defined in the Loan
      Agreement) a principal amount of US$9,989,065 to Assignor, as of February 24,
      2005.

    


    WHEREAS,
      to evidence and secure its obligations with respect to the February 2005 Series
      4 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.

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    (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.

     

    (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.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (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.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    


    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;

     

    (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;

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (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 February 24,
      2005 by and between the Bank and Assignee and (ii) the Amended and Restated
      Servicing Agreement dated as of June 28, 2001 by and between the Bank and
      Assignee.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    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
      September 1, 2005 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 125 West
      55th Street, New York, New York 10019, 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.    Jurisdicton.

    


    (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.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    (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.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    


    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, the Assignor and each other party hereto has duly executed
      the
      Mortgage Loan Assignment Agreement as of the twenty-fourth (24th) day of
      February, Two thousand and five (2005).

     

    
      ASSIGNOR

       

      NB
        FINANCE, LTD.

       

      By:  
/s/
        Vanessa Fontana 
        
          

        

      

      Vanessa
        Fontana

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

    

     

    
      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

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

       

    

    
      
        
          	PROVINCE
                  OF QUEBEC	)	 
	 	)
                  ss.:	 
	DISTRICT
                  OF MONTREAL	)	 


        

         

      

    

    On
      the
      twenty-eighth (28th) day of June, Two thousand and five (2005), before me
      personally came Vanessa Fontana to me known, who, being by me duly sworn, did
      depose and say that she resides at 2100, boulevard Rene Laennec, Laval, Province
      of Quebec, H7M 5V3, that she is the Assistant Secretary of NB Finance, Ltd.,
      the
      corporation described in and which executed the foregoing instrument; and that
      she signed her name thereto by authority of the board of directors of said
      corporation.

     

     

    
      
        /s/
          Nicole Norbert 
          
            

          

        

        NICOLE
          NOBERT, attorney

         

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

       

      Exhibit
        A

       

      Mortgage
        Loans

       

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    FEBRUARY
      2005 MORTGAGE LOAN ASSIGNMENT AGREEMENT

    (February
      2005 Series
      5
      Loan)

     

    THIS
      MORTGAGE LOAN ASSIGNMENT AGREEMENT (this “Assignment”) made as of February 24,
      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”).

    


    WITNESSETH:

    


    WHEREAS,
      Assignor and Assignee have entered into a certain Loan Agreement, as of February
      24, 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 February 2005 Series 5 Loan (as defined in the Loan
      Agreement) a principal amount of US$14,010,596 to Assignor, as of February
      24,
      2005.

    


    WHEREAS,
      to evidence and secure its obligations with respect to the February 2005 Series
      5 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.

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    (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.

     

    (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.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (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.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    


    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;

     

    (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;

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (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;

     

    (I) 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 February 24,
      2005 by and between the Bank and Assignee and (ii) the Amended and Restated
      Servicing Agreement dated as of June 28, 2001 by and between the Bank and
      Assignee.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    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
      September 1, 2005 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 125 West
      55th Street, New York, New York 10019, 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.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    (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.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    


    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, the Assignor and each other party hereto has duly executed
      the
      Mortgage Loan Assignment Agreement as of the twenty-fourth (26th) day of
      February, Two thousand and five (2005).

     

     

    
      ASSIGNOR

       

      NB
        FINANCE, LTD.

       

      By:  
/s/
        Vanessa Fontana 
        
          

        

      

      Vanessa
        Fontana

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

    

    
       

      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

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

    

    
       

    

    
      
        
          
            	PROVINCE
                    OF QUEBEC	)	 
	 	)
                    ss.:	 
	DISTRICT
                    OF MONTREAL	)	 


          

           

        

      

    

    On
      the
      twenty-eighth (28th) day of June, Two thousand and five (2005), before me
      personally came Vanessa Fontana to me known, who, being by me duly sworn, did
      depose and say that she resides at 2100, boulevard Rene Laennec, Laval, Province
      of Quebec, H7M 5V3, that she is the Assistant Secretary of NB Finance, Ltd.,
      the
      corporation described in and which executed the foregoing instrument; and that
      she signed her name thereto by authority of the board of directors of said
      corporation.

     

    
      
        /s/
          Nicole Norbert 
          
            

          

        

        NICOLE
          NOBERT, attorney

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

    

    Exhibit
      A

     

    Mortgage
      Loans

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FEBRUARY
      2005 MORTGAGE LOAN ASSIGNMENT AGREEMENT

    (February
      2005 Series 6 Loan)

     

    THIS
      MORTGAGE LOAN ASSIGNMENT AGREEMENT (this “Assignment”)
      made
      as
      of February 24, 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”).

    


    WITNESSETH:

    


    WHEREAS,
      Assignor and Assignee have entered into a certain Loan Agreement, as of February
      24, 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 February 2005 Series 6 Loan (as defined in the Loan
      Agreement) a principal amount of US$5,248,783 to Assignor, as of February 24,
      2005.

    


    WHEREAS,
      to evidence and secure its obligations with respect to the February 2005 Series
      6 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.

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    (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.

     

    (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.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (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.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    


    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;

     

    (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;

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (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;

     

    (1) 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 February
        24,
        2005 by and between the Bank and Assignee and (ii) the Amended and Restated
        Servicing Agreement dated as of June 28, 2001 by and between the Bank and
        Assignee.

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

       

      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
        September 1, 2005 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 125
        West
        55th Street, New York, New York 10019, 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.

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

       

      (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.

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

      


      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, the Assignor and each other party hereto has duly executed
        the
        Mortgage Loan Assignment Agreement as of the twenty-fourth (24th) day of
        February, Two thousand and five (2005).

       

       

      
        ASSIGNOR

         

        NB
          FINANCE, LTD.

         

        By:  
/s/
          Vanessa Fontana 
          
            

          

        

        Vanessa
          Fontana

      

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

      
         

        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

         

      

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              	PROVINCE
                      OF QUEBEC	)	 
	 	)
                      ss.:	 
	DISTRICT
                      OF MONTREAL	)	 


            

             

          

        

      

      On
        the
        twenty-eighth (28th) day of June, Two thousand and five (2005), before me
        personally came Vanessa Fontana to me known, who, being by me duly sworn,
        did
        depose and say that she resides at 2100, boulevard Rene Laennec, Laval, Province
        of Quebec, H7M 5V3, that she is the Assistant Secretary of NB Finance, Ltd.,
        the
        corporation described in and which executed the foregoing instrument; and
        that
        she signed her name thereto by authority of the board of directors of said
        corporation.

       

       
        /s/
          Nicole Norbert 
          
            

          

        

        NICOLE
          NOBERT, attorney

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Exhibit
        A

       

      Mortgage
        Loans

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      FEBRUARY
        2005 MORTGAGE LOAN ASSIGNMENT AGREEMENT

      (February
        2005 Series 7 Loan)

       

      THIS
        MORTGAGE LOAN ASSIGNMENT AGREEMENT (this “Assignment”)
        made
        as
        of February 24, 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”).

      


      WITNESSETH:

      


      WHEREAS,
        Assignor and Assignee have entered into a certain Loan Agreement, as of February
        24, 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 February 2005 Series 7 Loan (as defined in the Loan
        Agreement) a principal amount of US$3,055,639 to Assignor, as of February
        24,
        2005.

      


      WHEREAS,
        to evidence and secure its obligations with respect to the February 2005
        Series
        7 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.

       

      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

       

      (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.

       

      (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.

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      (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.

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

      


      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;

       

      (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;

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

      (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;

       

      (1) 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 February
        24,
        2005 by and between the Bank and Assignee and (ii) the Amended and Restated
        Servicing Agreement dated as of June 28, 2001 by and between the Bank and
        Assignee.

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

       

      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
        September 1, 2005 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 125
        West
        55th Street, New York, New York 10019, 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.

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

       

      (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.

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

      


      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, the Assignor and each other party hereto has duly executed
        the
        Mortgage Loan Assignment Agreement as of the twenty-fourth (24th) day of
        February, Two thousand and five (2005).

       

       

      
        ASSIGNOR

         

        NB
          FINANCE, LTD.

         

        By:  
/s/
          Vanessa Fontana 
          
            

          

        

        Vanessa
          Fontana

         

        
          
            
            

          

          
            -8-

            
              

            

          

          
            
            

          

        

      

       

      
        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

         

        
          
            
            

          

          
            -9-

            
              

            

          

          
            
            

          

        

         

      

      
        
          
            
              	PROVINCE
                      OF QUEBEC	)	 
	 	)
                      ss.:	 
	DISTRICT
                      OF MONTREAL	)	 


            

             

          

        

      

      On
        the
        twenty-eighth (28th) day of June, Two thousand and five (2005), before me
        personally came Vanessa Fontana to me known, who, being by me duly sworn,
        did
        depose and say that she resides at 2100, boulevard Rene Laennec, Laval, Province
        of Quebec, H7M 5V3, that she is the Assistant Secretary of NB Finance, Ltd.,
        the
        corporation described in and which executed the foregoing instrument; and
        that
        she signed her name thereto by authority of the board of directors of said
        corporation.

       

       
        /s/
          Nicole Norbert 
          
            

          

        

        NICOLE
          NOBERT, attorney

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Exhibit
        A

       

      Mortgage
        Loans

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      FEBRUARY
        2005 MORTGAGE LOAN ASSIGNMENT AGREEMENT

      (February
        2005 Series 8 Loan)

       

      THIS
        MORTGAGE LOAN ASSIGNMENT AGREEMENT (this “Assignment”) made as of February 24,
        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”).

      


      WITNESSETH:

      


      WHEREAS,
        Assignor and Assignee have entered into a certain Loan Agreement, as of February
        24, 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 February 2005 Series 8 Loan (as defined in the Loan
        Agreement) a principal amount of US$5,530,258 to Assignor, as of February
        24,
        2005.

      


      WHEREAS,
        to evidence and secure its obligations with respect to the February 2005
        Series
        8 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.

       

      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

       

      (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) hass
        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.

       

      (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.

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      (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.

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

      


      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;

       

      (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;

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

      (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;

       

      (1) 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 February
        24,
        2005 by and between the Bank and Assignee and (ii) the Amended and Restated
        Servicing Agreement dated as of June 28, 2001 by and between the Bank and
        Assignee.

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

       

      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
        September 1, 2005 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 125
        West
        55th Street, New York, New York 10019, 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.

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

       

      (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.

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

      


      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, the Assignor and each other party hereto has duly executed
        the
        Mortgage Loan Assignment Agreement as of the twenty-fourth (24th) day of
        February, Two thousand and five (2005).

       

       

      
        ASSIGNOR

         

        NB
          FINANCE, LTD.

         

        By:  
/s/
          Vanessa Fontana 
          
            

          

        

        Vanessa
          Fontana

         

        
          
            
            

          

          
            -8-

            
              

            

          

          
            
            

          

        

         

        
          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

           

        

      

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              	PROVINCE
                      OF QUEBEC	)	 
	 	)
                      ss.:	 
	DISTRICT
                      OF MONTREAL	)	 


            

             

          

        

      

      On
        the
        twenty-eighth (28th) day of June, Two thousand and five (2005), before me
        personally came Vanessa Fontana to me known, who, being by me duly sworn,
        did
        depose and say that she resides at 2100, boulevard Rene Laennec, Laval, Province
        of Quebec, H7M 5V3, that she is the Assistant Secretary of NB Finance, Ltd.,
        the
        corporation described in and which executed the foregoing instrument; and
        that
        she signed her name thereto by authority of the board of directors of said
        corporation.

       

       
        /s/
          Nicole Norbert 
          
            

          

        

        NICOLE
          NOBERT, attorney

      

       

      
        
          
          

        

        
        

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        A

       

      Mortgage
        Loans