Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

STATEMENT OF WORK. BTMB shall perform the following services (“Services”):

Exhibits A. Form of Monthly Accounting Report B. Custody Agreement

Statement of Accounts. The Bank shall provide to the Participant, within one hundred twenty (120) days after the end of each Plan Year, a statement setting forth the Deferral Account balance as of the end of such Plan Year.

[[Organization B:Organization]] shall maintain, in accordance with its customary procedures, a loan account ("[[Organization A:Organization]]' Account") in the name of [[Organization A:Organization]] in which shall be recorded the date and amount of each Advance made by [[Organization B:Organization]] and the date and amount of each payment in respect thereof; provided, however, the failure by [[Organization B:Organization]] to record the date and amount of any Advance shall not adversely affect [[Organization B:Organization]] or any [[Organization C:Organization]]. Each month, [[Organization B:Organization]] shall send to Borrowing [[Organization B:Organization]] a statement showing the accounting for the Advances made, payments made or credited in respect thereof, and other transactions between [[Organization B:Organization]] and [[Organization A:Organization]] during such month. The monthly statements shall be deemed correct and binding upon [[Organization A:Organization]] in the absence of manifest error and shall constitute an account stated between Lenders and [[Organization A:Organization]] unless [[Organization B:Organization]] receives a written statement of [[Organization A:Organization]]' specific exceptions thereto within thirty (30) days after such statement is received by Borrowing [[Organization B:Organization]]. The records of [[Organization B:Organization]] with respect to the loan account shall be conclusive evidence absent manifest error of the amounts of Advances and other charges thereto and of payments applicable thereto.

Closing Documents. Seller shall have duly executed and delivered, or caused to be executed and delivered, to Buyer the Seller’s Closing Documents.

The Closing The closing of the purchase and sale of the Assets and the assumption of the Assumed Contracts shall occur on or before September 28, 2018 (the “Closing”) at such time and place as the Parties mutually agree At the Closing, the following shall occur:

Closing Certificate. Seller will execute and deliver to Buyer, the Seller’s Closing Certificate and Buyer shall execute and deliver to Seller Buyer’s Closing Certificate;

Closing Certificate. A certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in [Sections 5.2(b), (c) and (d)])])] have been satisfied;

Closing Fees. Evidence that any other fees due on or before the Closing Date have been paid.