FHLMC Loan No.: _________________ 

ASSIGNMENT AGREEMENT (GENERAL)

(_________________) 

                        _________________, _________________ (“Noteholder”) assigns to CWCAPITAL LLC, a Massachusetts limited liability company (“Investor”), its successors and assigns, all right, title and interest of Noteholder in and to the Loan (as defined below) and all agreements, certificates, instruments and documents executed and/or delivered in connection with the Loan, including but not limited to, those listed below. 

This Assignment is given in connection with, and in consideration of, Investor’s purchase of a loan (the “Loan”) made by Noteholder to  (“Borrower”), in the original principal amount of $_________________, as more specifically described in the agreements, certificates and documents listed below and all of which are dated as of the __________________________________. 

1.      Guaranty by

 _____________________________. 

2.     Replacement Reserve Agreement by and between Borrower and Noteholder.                       

IN WITNESS WHEREOF, Noteholder has caused this Assignment to be executed, sealed and delivered as of the __________________________________. 

                                                                            NOTEHOLDER:                         
                                                                                                By:________________________________
                                                                        Name:______________________________
                                                                        Title:_______________________________