EXHIBIT 10.31  



DECEMBER 2002
MORTGAGE LOAN ASSIGNMENT AGREEMENT  
(December 2002
Series 1 Loan)   





        THIS
MORTGAGE LOAN ASSIGNMENT AGREEMENT (this “Assignment”) made as of
December 16, 2002, constitutes an assignment from NB FINANCE, LTD., a Bermuda
corporation (the “Assignor”), to NB CAPITAL CORPORATION, a
Maryland corporation, (the “Assignee”), and an agreement by and
among Assignor, Assignee and NATIONAL BANK OF CANADA, a Canadian chartered bank, as
custodian and servicer on behalf of Assignee (the “Bank”). 




W I T N E S S E T H : 



        WHEREAS,
Assignor and Assignee have entered into a certain Loan Agreement, as of December 16,
2002 (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 December 2002 Series 1
Loan (as defined in the Loan Agreement) a principal amount of US$26,428,546.27 to Assignor,
as of December 16, 2002. 



        WHEREAS,
to evidence and secure its obligations with respect to the December 2002 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 




















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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   




















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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. 






        
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           December 16, 2002 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           July 1, 2003 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: Roger Burgess;           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   




















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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. 






	  	   
     (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   
















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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. 



        
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 sixteenth (16th) day of December, Two thousand and
two (2002).  




	  	   
     ASSIGNOR 








	  	    
    NB FINANCE, LTD.  







	  	   
     By:          
               
               
                 




















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     ASSIGNEE 








	  	   
     NB CAPITAL CORPORATION 







	  	   
     By:          
               
               
                 









	  	   
     BANK 








	  	   
     NATIONAL BANK OF CANADA 







	  	   
     By:          
               
               
                 








	  	   
     By:          
               
               
                 



















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






        On
the fifteenth (15th) day of May, Two thousand and three (2003), before me personally came
SOPHIE CLERMONT to me known, who, being by me duly sworn, did depose and say that she
resides at 383 Claremont Street, in the City of Montréal, Province of
Québec, H3Z 2P6, 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. 




	  	   
               
               
               
                 





	  	   
     NICOLE NOBERT, attorney





















Exhibit A 




Mortgage Loans 









DECEMBER 2002
MORTGAGE LOAN ASSIGNMENT AGREEMENT  
(December 2002
Series 2 Loan)   




        THIS
MORTGAGE LOAN ASSIGNMENT AGREEMENT (this “Assignment”) made as of
December 16, 2002, constitutes an assignment from NB FINANCE, LTD., a Bermuda
corporation (the “Assignor”), to NB CAPITAL CORPORATION, a
Maryland corporation, (the “Assignee”), and an agreement by and
among Assignor, Assignee and NATIONAL BANK OF CANADA, a Canadian chartered bank, as
custodian and servicer on behalf of Assignee (the “Bank”). 



W I T N E S S E T H : 



        WHEREAS,
Assignor and Assignee have entered into a certain Loan Agreement, as of December 16,
2002 (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 December 2002 Series 2
Loan (as defined in the Loan Agreement) a principal amount of US$25,625,622.62 to Assignor,
as of December 16, 2002. 



        WHEREAS,
to evidence and secure its obligations with respect to the December 2002 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.  




















- 2 -







	  	   
     (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 




















- 3 -







	  	
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   




















- 4 -







	  	
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. 






        
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;  




















- 5 -







	  	   
     (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           December 16, 2002 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.  
















- 6 -







        
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           July 1, 2003 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: Roger Burgess;           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   




















- 7 -







	  	
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. 






	  	   
     (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   
















- 8 -







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. 



        
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 sixteenth (16th) day of December, Two thousand and
two (2002).  



	  	   
     ASSIGNOR 







	  	    
    NB FINANCE, LTD.  







	  	   
     By:          
               
               
                 




















- 9 -







	  	   
     ASSIGNEE 







	  	   
     NB CAPITAL CORPORATION 







	  	   
     By:          
               
               
                 








	  	   
     BANK 







	  	   
     NATIONAL BANK OF CANADA 







	  	   
     By:          
               
               
                 








	  	   
     By:          
               
               
                 



















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






        On
the fifteenth (15th) day of May, Two thousand and three (2003), before me personally came
SOPHIE CLERMONT to me known, who, being by me duly sworn, did depose and say that she
resides at 383 Claremont Street, in the City of Montréal, Province of
Québec, H3Z 2P6, 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. 




	  	   
               
               
               
                 





	  	   
     NICOLE NOBERT, attorney




















Exhibit A 



Mortgage Loans