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Waiver of Compliance With Uniform Commercial Code

Transferor represents to Transferee that Transferor has no personal or business creditors, whether general or secured, and that Transferor knows of no parties who assert claims against Transferor.

Transferee in reliance on these representations waives the right to demand that Transferor comply with Article 6 of the Uniform Commercial Code. In consideration of this waiver, Transferor agrees to indemnify Transferee and hold Transferee harmless from any claims made by any party who claims to be a creditor of Transferor.

Signature

Transferor

Signature

Transferee

This Section for Notary:

Acknowledgment

STATE OF -------)

) ss: [Date]

COUNTY OF ------)

On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

[Signature]

[Name of Notary Public]

My commission expires: [date]

(Seal)