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transfer,assignment and conveyance, including the execution and delivery to Assignee of <br /> all documents necessary for the sale,transfer, conveyance and assignment and this <br /> Agreement. <br /> B. That the current principal balance owing under the Note is <br /> $ along with interest thereon from and after the day of <br /> , 20 <br /> C. Except as otherwise set forth in this Agreement, Assignor specifically <br /> disclaims any warranty, guaranty or representation, oral or written,past,present or future <br /> with respect to the Note, Mortgage, Guaranties, any other Loan Document, including, <br /> without limitation: (i)the validity or enforceability of the Note, Mortgage,Guaranties, or <br /> any other Loan Document; (ii)the validity, enforceability, existence, or priority of any <br /> lien or security interest securing the Note including the Property; (iii) existence of or <br /> basis for any claim, counterclaim,defense or offset relating to the Note,Mortgage, <br /> Guaranties, or any other Loan Document; (iv)the financial condition of Borrower,Barton <br /> C. Wells or Hitech; (v)the compliance of the Note,Mortgage,Guaranties or any other <br /> Loan Document with any laws, ordinances or regulations of any governmental agency; <br /> (vi)the title to, or the condition, sufficiency, suitability or the value of any collateral <br /> securing the Note including the Property; and(vii)the future performance of Borrower <br /> under the Note or Barton C. Wells or Hitech under their respective Guaranties. <br /> 4. Assignor's Documents. At the closing of this transaction,Assignor agrees <br /> to deliver to Assignee the following documents: <br /> A. The original Promissory Note and any amendments of Promissory Note <br /> endorsed without recourse to Assignee; <br /> B. The original Mortgage, including all amendments; <br /> C. An Assignment of the Mortgage(Statutory Form), effectively assigning, <br /> transferring and setting over unto Assignee all of Assignor's rights, title and interest to the <br /> Mortgage and the Property; <br /> D. The original Guaranties of Barton C. Wells and Hitech. <br /> 5. All Agreements Reflected Herein. All understandings and agreements <br /> heretofore or simultaneously had between the parties are merged in this Agreement and <br /> are contained herein, and this Agreement fully and completely expresses the agreement <br /> between the parties with respect to the subject matter hereof. Neither party is relying <br /> upon any covenants,representations or warranties of the others which are not set forth in <br /> this Agreement. <br /> 175805v1 3 <br />