NB CAPITAL CORP
JUNE 2001 MORTGAGE LOAN ASSIGNMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.21(II)
<SEQUENCE>6
<FILENAME>ex10_21ii-032902.txt
<DESCRIPTION>JUNE 2001 MORTGAGE LOAN ASSIGNMENT AGREEMENT
<TEXT>

                                                               Exhibit 10.21(ii)


                  JUNE 2001 MORTGAGE LOAN ASSIGNMENT AGREEMENT
                            (June 2001 Series 3 Loan)

         THIS MORTGAGE LOAN ASSIGNMENT AGREEMENT (this "Assignment") made as of
June 12, 2001, 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 June 12, 2001 (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 June 2001 Series 3 Loan (as defined in the Loan Agreement) a principal
amount of US$41,328,351.36 to Assignor, as of June 12, 2001.

         WHEREAS, to evidence and secure its obligations with respect to the
June 2001 Series 3 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:

Assignment.
----------

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").

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

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


<PAGE>


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.

Assignor agrees that the assignment herein provided is absolute and from and
after the date hereof, subject to Section 0, 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.

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.

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

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.

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

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


<PAGE>


accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency or other similar laws affecting the rights of creditors generally.

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).

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

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;

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);

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

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:



<PAGE>


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;

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;

To discontinue any such action or proceeding commenced as provided in subsection
0 above or to stay, delay, defer, discontinue or withdraw the same;

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;

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;

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;

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;

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;

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;

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

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;

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



<PAGE>


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.

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 June 12, 2001 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.

Further Assurances.
------------------

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
December 1, 2001 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.

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.

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

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.


<PAGE>


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

Jurisdiction.
------------

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

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.

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.

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.

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.



<PAGE>


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

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

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.

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.

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).




<PAGE>



         IN WITNESS WHEREOF, the Assignor and each other party hereto has duly
executed the Mortgage Loan Assignment Agreement as of the twelfth (12th) day of
June two thousand and one (2001).


                                    ASSIGNOR

                                    NB FINANCE, LTD.


                                    By:   /s/ Jean Dagenais
                                          --------------------------------------


                                    ASSIGNEE

                                    NB CAPITAL CORPORATION


                                    By:
                                       -----------------------------------------


                                    BANK

                                    NATIONAL BANK OF CANADA


                                    By:
                                       -----------------------------------------


                                    By:
                                       -----------------------------------------





<PAGE>


PROVINCE OF QUEBEC      )
                        )  ss.:
DISTRICT OF MONTREAL    )



         On the fifteenth (15th) day of August, 2001, before me personally came
JEAN DAGENAIS to me known, who, being by me duly sworn, did depose and say that
he resides at 6010 Durocher Avenue, Apartment 4, in the City of Outremont,
Province of Quebec, H2V 3Y6, that he is the Treasurer of NB Finance, Ltd., the
corporation described in and which executed the foregoing instrument; and that
he signed his name thereto by authority of the board of directors of said
corporation.



                                    /s/ Nicole Nobert
                                    --------------------------------------------
                                    NICOLE NOBERT, attorney


</TEXT>
</DOCUMENT>
