THIS ASSIGNMENT OF THE SERVICING AGREEMENT dated as of September 3, 1997.
BY AND BETWEEN: NB FINANCE, LTD., a corporation duly
incorporated under the laws of Bermuda;
(hereinafter called the "Assignor");
PARTY OF THE FIRST PART;
AND: NB CAPITAL CORPORATION, a corporation
duly incorporated under the laws of
Maryland;
(hereinafter called the "Assignee");
PARTY OF THE SECOND PART.
AND: NATIONAL BANK OF CANADA, a Chartered
Bank duly incorporated under the laws of
Canada;
(hereinafter called the "Bank")
WHEREAS the Assignor and the Bank have entered into concurrently herewith a
servicing agreement pursuant to which the Bank agrees to service and administer
the Mortgage Loans (as this expression is defined in the said servicing
agreement) on behalf of the Assignor under the terms and conditions set forth
therein (the "Servicing Agreement");
WHEREAS the Assignor has agreed to assign all its right, title and interest in
the Servicing Agreement to the Assignee and the Bank has agreed to such
assignment.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. ASSIGNMENT
For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Assignor hereby assigns and transfers to the
Assignee, hereto accepting, and subrogates the Assignee in all of the Assignor's
rights, title and interest in and to the Servicing Agreement (the "Assignment")
and the Bank hereby acknowledges and accepts the Assignment.
2. ASSUMPTION
The Assignee hereby assumes to the complete and entire exoneration of
the Assignor all obligations of the Assignor accruing as and from the date
hereof under the terms of or in
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connection with the Servicing Agreement (the "Assumption") and the Bank hereby
acknowledges and accepts the Assumption.
3. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with
the laws of Bermuda and the obligations, rights and remedies hereunder shall be
determined in accordance with the substantive laws of Bermuda.
Each of the parties hereto irrevocably and unconditionally submits, for
itself and its property, to the non exclusive jurisdiction of any court of
Bermuda, and any appellate court thereof, in any action or proceeding arising
out of or relating to this Agreement, or for recognition or enforcement of any
judgment, and each of the parties hereto irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may be heard and
determined in such 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 Agreement shall effect any right that any party
may otherwise have to bring any action or proceeding relating to this Agreement
in the courts of any jurisdiction. Each of the parties hereto irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection they may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to this Agreement in the
courts of Bermuda. Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defence of an inconvenient forum to the
maintenance of such action or proceeding in any such court. The Assignee and the
Bank hereby irrevocably appoint Xxxxxxx, Xxxx and Xxxxxxx, Xxxxxxxxx Xxxxx,
Xxxxxx Xxxxxx, Xxxxxxxx XX CX, Bermuda ("Assignee's Process Agent"), as its
agent to receive, on behalf of the Assignee and the Bank, service of copies of
the summons and complaint and in any other process that may be served in any
such action or proceeding. Any such service may be made by mailing or delivering
a copy of such process, in care of the Assignee's Process Agent at the
Assignee's Process Agent's above address. The Assignee and the Bank hereby
irrevocably authorizes and directs its agent to accept such service on its
behalf. The parties hereto hereby agree that the final judgment in any such
action or proceeding shall be conclusive and may be in force in any other
jurisdiction by suit on the judgment or in any other manner provided by law.
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EXECUTED by the parties hereto, as of the date first hereinabove
mentioned.
NB FINANCE, LTD.
per:
-------------------------
NB CAPITAL CORPORATION
per:
-------------------------
NATIONAL BANK OF CANADA
per:
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