0001144204-07-015826 Sample Contracts

AUGUST 2006 MORTGAGE LOAN ASSIGNMENT AGREEMENT (August 2006 Series 1 Loan)
Assignment Agreement • April 2nd, 2007 • Nb Capital Corp • Real estate investment trusts

THIS MORTGAGE LOAN ASSIGNMENT AGREEMENT (this "Assignment") made as of August 17, 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").

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FEBRUARY 2006 MORTGAGE LOAN ASSIGNMENT AGREEMENT (February 2006 Series 1 Loan)
Mortgage Loan Assignment Agreement • April 2nd, 2007 • Nb Capital Corp • Real estate investment trusts

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").

Amended and Restated Advisory Agreement ---- between ---- NB Capital Corporation --- and --- National Bank of Canada
Advisory Agreement • April 2nd, 2007 • Nb Capital Corp • Real estate investment trusts

WHEREAS the Company qualifies as a “real estate investment trust” (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”);

Amended and Restated Servicing Agreement — between — National Bank of Canada — and — NB Capital Corporation
Servicing Agreement • April 2nd, 2007 • Nb Capital Corp • Real estate investment trusts • Quebec

WHEREAS NB Finance, Ltd., a Bermuda Corporation, (the "Purchaser") and National Bank of Canada, acting as seller (the "Seller"), entered into various deeds of sale of mortgage loans including, without limitation, the deeds of sale of mortgage loans dated as of September 3, 1997, December 4, 1998, September 28, 1999, June 12, 2001, September 24, 2001, January 29, 2002, June 20, 2002, December 16, 2002, May 27, 2003, October 21, 2003, April 28, 2004, August 26, 2004, February 24, 2005, August 29, 2005 and February 22, 2006 (collectively, the "Purchase Agreement") pursuant to which the Purchaser purchased from the Seller the Mortgage Loans (as hereinafter defined);

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