MORTGAGE LOAN ASSIGNMENT AGREEMENT

Mortgage Loan Purchase Agreement

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NB FINANCE LTD | NB CAPITAL CORPORATION | NATIONAL BANK OF CANADA

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Title: MORTGAGE LOAN ASSIGNMENT AGREEMENT
Date: 6/29/2005

MORTGAGE LOAN ASSIGNMENT AGREEMENT, Parties: nb finance ltd , nb capital corporation , national bank of canada

EXHIBIT 10.40

AUGUST 2004 MORTGAGE LOAN ASSIGNMENT AGREEMENT

(August 2004 Series 1 Loan)

THIS MORTGAGE LOAN ASSIGNMENT AGREEMENT (this "Assignment") made as of

August 26, 2004, constitutes an assignment from NB FINANCE, LTD., a Bermuda

corporation (the "Assignor"), to NB CAPITAL CORPORATION, a Maryland corporation,

(the "Assignee"), and an agreement by and among Assignor, Assignee and NATIONAL

BANK OF CANADA, a Canadian chartered bank, as custodian and servicer on behalf

of Assignee (the "Bank").

W I T N E S S E T H :

- - - - - - - - - -

WHEREAS, Assignor and Assignee have entered into a certain Loan Agreement,

as of August 26, 2004 (such Loan Agreement, as it may be amended or modified

from time to time, the "Loan Agreement"), under the terms of which Assignee has,

subject to the terms and conditions thereof, lent with respect to the August

2004 Series 1 Loan (as defined in the Loan Agreement) a principal amount of

US$13,735,229.91 to Assignor, as of August 26, 2004.

WHEREAS, to evidence and secure its obligations with respect to the August

2004 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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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.

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);

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

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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;

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 August 26, 2004 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 April 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

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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 this Assignment refer to the

corresponding paragraphs and subparagraphs of

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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 twenty-sixth (26th)

day of August, Two thousand and four (2004).

ASSIGNOR

NB FINANCE, LTD.

By:

-----------------------------------------

Vanessa Fontana

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ASSIGNEE

NB CAPITAL CORPORATION

By:

-----------------------------------------

Jean Dagenais

BANK

NATIONAL BANK OF CANADA

By:

-----------------------------------------

Jean Dagenais

By:

-----------------------------------------

Lynda Caty

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PROVINCE OF QUEBEC )

) ss.:

DISTRICT OF MONTREAL )

On the tenth (10th) day of February, 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.

---------------------------------------

NICOLE NOBERT, attorney

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EXHIBIT A

MORTGAGE LOANS

<PAGE>

AUGUST 2004 MORTGAGE LOAN ASSIGNMENT AGREEMENT

(August 2004 Series 2 Loan)

THIS MORTGAGE LOAN ASSIGNMENT AGREEMENT (this "Assignment") made as of

August 26, 2004, constitutes an assignment from NB FINANCE, LTD., a Bermuda

corporation (the "Assignor"), to NB CAPITAL CORPORATION, a Maryland corporation,

(the "Assignee"), and an agreement by and among Assignor, Assignee and NATIONAL

BANK OF CANADA, a Canadian chartered bank, as custodian and servicer on behalf

of Assignee (the "Bank").

W I T N E S S E T H :

- - - - - - - - - -

WHEREAS, Assignor and Assignee have entered into a certain Loan Agreement,

as of August 26, 2004 (such Loan Agreement, as it may be amended or modified

from time to time, the "Loan Agreement"), under the terms of which Assignee has,

subject to the terms and conditions thereof, lent with respect to the August

2004 Series 2 Loan (as defined in the Loan Agreement) a principal amount of

US$11,825,478.54 to Assignor, as of August 26, 2004.

WHEREAS, to evidence and secure its obligations with respect to the August

2004 Series 2 Loan under the Loan Agreement, Assignor shall execute and deliver