EXHIBIT
      10.46

     

    


     

    FEBRUARY
      2006 MORTGAGE LOAN ASSIGNMENT AGREEMENT

    (February
      2006 Series 1 Loan)

     

    THIS
      MORTGAGE LOAN ASSIGNMENT AGREEMENT (this "Assignment")
      made
      as of February 22, 2006, 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
      22, 2006 (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 2006 Series 1 Loan (as defined in the
      Loan Agreement) a principal amount of US$16,565,147.29 to Assignor, as of
      February 22, 2006.

     

    WHEREAS,
      to evidence and secure its obligations with respect to the February 2006
      Series 1 Loan under the Loan Agreement, Assignor shall execute and deliver
      certain Loan Documents (as defined in the Loan Agreement).

     

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

     

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

     

    1.  Assignment.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    5.  Possession
      of Mortgage Loan Documents.  From
      and after the date of this Assignment, the Bank shall no longer hold the duly
      executed originals of the Mortgage Loan Documents on its own behalf or as
      custodian for Assignor, but shall hold the same as custodian for Assignee,
      pursuant to the terms of (i) the custodial agreement dated as of February
      22, 2006 by and between the Bank and Assignee and (ii) the Amended and
      Restated Servicing Agreement dated as of June 28, 2005 by and between the
      Bank and Assignee.

     

    
      
        
        

      

      
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    6.  Further
      Assurances.

     

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

     

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

     

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

     

    8.  Notices.  All
      notices and other communications provided for hereunder shall be in writing
      (including telegraphic, telecopy or telex communication) and mailed,
      telegraphed, telecopied, telexed or delivered, if to Assignor, at its address
      at
      c/o Codan Services Limited, Clarendon House, 2 Church Street, Hamilton,
      HM 11, Bermuda, Attention: Secretary; and if to Assignee, at its address at
      65 East 55th Street, 31st
      Floor,
      New York, New York, Attention: Chief Financial Officer; or as to each other
      party, at such other address as shall be designated by such party in a written
      notice to Assignee and Assignor. All such notices and communications shall,
      when
      mailed, telegraphed, telecopied or telexed, be effective when deposited in
      the
      mails, delivered to the telegraph company, transmitted by telecopier or
      confirmed by telex answerback, respectively.

     

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

     

    10.   
      Jurisdiction.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

     

    IN
      WITNESS WHEREOF,
      Borrower has caused this instrument to be duly executed on the date in the
      year
      first above written.

     

    


    
      	 	 	 
	 	ASSIGNOR
	 	NB FINANCE, LTD.
	 
 	 
 	 
 
	
            	By:  	/s/ Martin-Pierre Boulianne
	 	
              
Martin-Pierre
              Boulianne
	 	 


    

     

    
      
        
        

      

      
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	 	ASSIGNEE
	 	NB CAPITAL CORPORATION
	 
 	 
 	 
 
	
            	By:  	/s/ Jean Dagenais
	 	
              
Jean
              Dagenais
	 	 


    

    


    
      	 	 	 
	 	BANK
	 	NATIONAL BANK OF CANADA
	 
 	 
 	 
 
	
            	By:  	/s/ Martin-Pierre Boulianne
	 	
              
Martin-Pierre
              Boulianne
	 	 


    

    
      	 	 	 
	 	
 	 
	
            	By:  	/s/ Linda Caty
	 	
              
Linda
              Caty
	 	 


    

     

    
      
        
        

      

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


    

                              
      

     

     

     

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

     

     

    
      	 	 	 
	 
 	 
 	 
 
	
            	
            	/s/ Mélanie
              Frappier
	 	
              
MÉLANIE
              FRAPPIER, attorney
	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    Exhibit
      A

     

    Mortgage
      Loans