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C. Wells and Hitech under the Wells Guaranty and the Hitech Guaranty (hereinafter
<br /> jointly referred to as the "Guaranties"); and
<br /> WHEREAS, Assignor desires to transfer and assign the Note (without recourse)
<br /> to the Assignee as well as all of the Assignor's interest in the Mortgage, Wells Guaranty,
<br /> Hitech Guaranty and all of the Loan Documents associated with the Note and Assignee
<br /> desires to purchase the Note, Mortgage, the Guaranty of Hitech and Guaranty of Wells
<br /> and all other Loan Documents associated with the Note from the Assignor.
<br /> NOW, THEREFORE, in consideration of the foregoing premises, the
<br /> undertakings and mutual covenants and agreements contained herein and for other good
<br /> and valuable consideration, Assignor and Assignee hereby agree as follows:
<br /> 1. Assignment and Purchase of Note, Mortgage and Loan
<br /> Documents. Assignor does hereby irrevocably sell, assign, transfer and convey
<br /> "without recourse", except as to the warranties, representations and covenants expressly
<br /> contained herein, all of Assignor's rights, title and interest in and to the Note, together
<br /> with the Mortgage and the Property described in the Mortgage, the Wells Guaranty,
<br /> Hitech Guaranty, and all other Loan Documents, including all claims, chooses in action,
<br /> rights and causes of action at any time belonging or accruing to the Assignor in
<br /> connection with the Note, Mortgage, Guaranties and other Loan Documents, and all right,
<br /> title and interest of Assignor in and to the Property, all property rights, security interests,
<br /> claims, insurance proceeds and all personal property, furniture, fixtures and equipment
<br /> secured by the Mortgage, and Assignee shall have all the rights of the Assignor
<br /> thereunder.
<br /> 2. Representations and Warranties of Assignee. Assignee acknowledges
<br /> and agrees that the Assignor has not made any representations as to collectability of the
<br /> amount owing under the Note, Mortgage and/or Guaranties and/or the value of the
<br /> Property or the condition of the title to the Property and that Assignee has reviewed the
<br /> Note, Mortgage, Guaranties and all of the Loan Documents and has made its own
<br /> independent investigation of the financial condition of Borrower, Barton C. Wells and
<br /> Hitech and the condition of title to the Property.
<br /> 3. Representations and Warranties of Assignor. Assignor represents and
<br /> warrants as of the date hereof as follows:
<br /> A. That Assignor owns and has clear title to the Note, Guaranties, and the
<br /> Mortgage securing the same, and all other Loan Documents, free and clear of any lien or
<br /> encumbrance, set offs, counterclaims and defenses of any nature, and that the same have
<br /> not been amended except as set forth herein and that Assignor has the full power, right
<br /> and authority to sell, assign, transfer and convey the same, and that all necessary
<br /> proceedings on the part of the Assignor have been duly taken to authorize the sale,
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