Notice and Disbursement. At the Closing, Borrower shall notify Agent in writing of the desired Funding Date of the Initial Loan, which notice shall be irrevocable and shall be substantially in the form of Exhibit F hereto (“Notice of Advance Request”). When Borrower desires ​ to make the Additional Loan, Borrower shall deliver a Notice of Advance Request to Agent at least fifteen (15) Business Days in advance of the desired Funding Date of the Additional Loan, which notice shall be irrevocable. ​’ obligation to make Loans shall be subject to the satisfaction of the conditions set forth in Section 4.01. ​ shall have the right to request that Borrower furnish ​ with such additional information with respect to the Loan and the satisfaction of the conditions set forth in Section 4.01, as ​ shall reasonably request. Subject to the satisfaction of the conditions set forth in this Agreement which shall be confirmed to Agent and the ​ in writing as of the date of funding, each Lender shall disburse its pro rata portion of each Loan to the account of Borrower specified in [Schedule 2].

Disbursement of Loans. Not later than 2:00 p.m. on the date of any requested advance of a new Borrowing, subject to Article 3 hereof, each Lender shall make available its Loan comprising part of such Borrowing in immediately available funds at the Administrative Agent’s Office. The Administrative Agent shall make the proceeds of each new Borrowing available to the Borrower at such account with such financial institution as the Administrative Agent has previously agreed with the Borrower in the type of funds received by the Administrative Agent from the Lenders.

Trust Fund Disbursement. Upon satisfaction or waiver of the conditions set forth in Article VI and provision of notice to Continental in accordance with the Trust Agreement, at the Closing, BRPA shall instruct Continental to distribute the Trust Fund as follows: # first, for the redemption of any shares of BRPA Common Stock by BRPA Stockholders in connection with the Offer, # second, for income Tax or other Tax obligations of BRPA prior to Closing, # third, for the payment of the Outstanding Company Transaction Expenses and the Outstanding BRPA Transaction Expenses pursuant to Section 1.16, # fourth, in reimbursement of expenses paid by directors, officers, and stockholders of BRPA, # fifth, to the extent the sum of # the amount remaining in of the Trust Fund after the disbursement provided by [Section 5.13(a)] plus # the Financing, if any, exceeds $5,000,000, for the payment of BRPA Borrowings, and # sixth, to distribute to BRPA the balance of the assets in the Trust Fund and net proceeds of any financing of BRPA or for the benefit of BRPA, if any, after payment of the amounts required under the [foregoing clauses (a) through (e)].

Disbursement of Funds. No later than 1:00 P.M. (Omaha time) on the date specified in each Notice of Borrowing, Lender will make available such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds by deposit into the Primary Concentration Account, or as otherwise directed by Borrower.

A Member may request a loan in accordance with the Company’s administrative procedures. A loan shall be disbursed as soon as reasonably practicable after the date on which the prescribed loan request is received (subject to the Company’s consent).

No later than 10:00 a.m. (New York City time) on the date of the Borrowing or such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions each Lender will make available its pro rata portion of each Borrowing requested.

Registration Procedures. In connection with the registration obligations of [[Organization A:Organization]] under Section # [[Organization A:Organization]] shall:

Exercise Procedures. The form of Notice of Exercise included in the Warrants set forth the totality of the procedures required of the Purchasers in order to exercise the Warrants. No additional legal opinion, other information or instructions shall be required of the Purchasers to exercise their Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required in order to exercise the Warrants. The Company shall honor exercises of the Warrants and shall deliver Warrant Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

Payment Procedures. The Borrower shall make each payment under this Agreement prior to the time expressly required hereunder (or, if no such time is expressly required, not later than 12:00 noon (New York time)) on the day when due to the Administrative Agent at the Administrative Agent Account in immediately available funds; provided that payments specified to be made directly to any Person, including payments pursuant to Sections 2.08, 2.09, 2.11 and 10.044], shall be made directly to the Persons entitled thereto. Each Loan shall be repaid and each payment of interest thereon shall be paid in Dollars. All payments shall be made without setoff, deduction, or counterclaim. The Administrative Agent will, promptly after receipt by it of any payment for the account of any other Person, and in any event prior to the close of business on the day any timely payment is made, cause to be distributed like funds to the appropriate recipient.

Borrowing Procedures. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent, which may be given by: # telephone or # a Swingline Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice. Each such Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify # the amount to be borrowed, which shall be a minimum of $100,000, and # the requested date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing # directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of [Section 2.04(a), or (2)])] that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender may, make the amount of its Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in Same Day Funds.