Common use of Procedure for Borrowing Clause in Contracts

Procedure for Borrowing. (a) The Borrower may request a borrowing to be made on any Business Day during the Commitment Period (each such date a “Funding Date”) by delivering to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. (Washington, D.C. time) five (5) Business Days’ prior to the requested Funding Date, which notice, if not withdrawn prior to the date which is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

Procedure for Borrowing. (a1) The Borrower may request a borrowing to Each Borrowing shall be made on any Business Day during upon the Commitment Period (each such date a “Funding Date”) by delivering Borrower’s irrevocable written notice delivered to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B a notice of borrowing (a “Notice of Borrowing”), appropriately completed) together with a Borrowing Base Certificate reflecting sufficient Availability, which Notice of Borrowing must be received no later than 2:00 p.m. by the Agent prior to 12:00 noon (Washington, D.C. New York time) five (5i) three Business Days’ Days prior to the requested Funding Date, which notice, if not withdrawn prior to in the date which is two case of LIBOR Rate Loans and (2ii) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not no later than 2:00 p.m. 12:00 noon (Washington, D.C. New York time) on the requested Funding Date, in the Lender shall make the proceeds case of such Loan available to the Borrower in immediately available fundsBase Rate Loans, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)).specifying: (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by amount of the Lender Borrowing which in its sole discretion) the case of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus a LIBOR Rate Loan may not be less than $1,000,000; (B) 1.00%the requested Funding Date, multiplied by which shall be a Business Day; (iiC) whether the Revolving Loans requested are to be Base Rate Revolving Loans or LIBOR Revolving Loans (and if not specified, it shall be deemed a request for a Base Rate Revolving Loan); and (D) the quotient duration of (A) the number of days constituting Interest Period if the period from requested Revolving Loans are to be LIBOR Revolving Loans. If the date such Notice of Borrowing delivered fails to specify the duration of the Interest Period for any Borrowing comprised of LIBOR Rate Loans, such Interest Period shall be one month; provided, however, that with respect to the Borrowing to be made on the Closing Date, such Borrowings will consist of Base Rate Revolving Loans only. (2) With respect to any request for Base Rate Revolving Loans, in lieu of delivering the above-described Notice of Borrowing the Borrower may give the Agent telephonic notice of such request by the Borrower has become irrevocable required time, with such telephonic notice to be confirmed in writing within 24 hours of the date giving of such notice but the Borrower defaults Agent at all times shall be entitled to rely on such telephonic notice in making such Revolving Loans, regardless of whether any such confirmation is received by Agent. (3) The Borrower shall have no right to request a borrowing pursuant to such Notice LIBOR Rate Loan while a Default or Event of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement Default has occurred and the payment of the Loans and all other amounts payable hereunderis continuing.

Procedure for Borrowing. (a) The Borrower may To request a borrowing to be made Revolving Borrowing or a Term B-1 Loan Borrowing on any Business Day during Day, the Commitment Period (each such date a “Funding Date”) by delivering to Borrower shall notify the Administrative Agent and the Lender a Notice of Borrowing substantially such request (x) in the form case of Exhibit B ABR Loans, by telephone (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing notice must be received no later by the Administrative Agent prior to 12:00 noon, New York City time on the requested Borrowing Date) or (y) in the case of Eurocurrency Loans, in writing (which notice must be received by the Administrative Agent prior to 12:00 noon, New York City time not less than 2:00 p.m. (Washington, D.C. timeA) five (5) three Business Days’ Days prior to the requested Funding Date, which notice, if not withdrawn Borrowing Date for Dollar Borrowing requests and (B) four Business Days prior to the date which is two requested Borrowing Date for Alternative Currency Revolving Borrowing requests). Any borrowing request shall be irrevocable (2but may be conditioned on the occurrence of any event if the borrowing request includes a description of such event; provided that the relevant Lenders shall still be entitled to the benefits of Section 2.13) Business Days’ prior to such Funding Date, and any telephonic borrowing request shall thereafter become irrevocablebe confirmed promptly in writing. Each Loan such telephonic and written borrowing request shall specify the amount, currency and Type of Borrowing to be borrowed and the requested Borrowing Date. Upon receipt of such notice, the Administrative Agent shall promptly notify each relevant Lender thereof. For the avoidance of doubt, subject to Section 2.11, each Borrowing shall be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may request in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 accordance herewith and all Revolving Loans made in excess thereofAlternative Currencies shall be Eurocurrency Loans. (b) Upon If no election as to the BorrowerType of Borrowing is specified for a Borrowing in Dollars, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no currency is specified for a Revolving Borrowing, the requested Borrowing shall be in Dollars. In making any determination of the Dollar Amount for purposes of calculating the amount of Revolving Loans to be borrowed from the respective Lenders on any date, the Administrative Agent shall use the relevant Exchange Rate in effect on the date on which the Borrower delivers a borrowing request for a borrowing such Revolving Loans pursuant to the provisions of Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

Procedure for Borrowing. (a) The Borrower may request borrow under the Commitment during the Commitment Period on any Business Day; provided, that, unless the Lender otherwise agrees, the Borrower shall deliver to the Lender a written notice (or provide a telephonic notice promptly confirmed in writing) (a “Borrowing Notice”) which must (i) specify the date on which such borrowing is to be made (the “Borrowing Date”), the amount to be borrowed from the Lender on such Borrowing Date (the “Borrowing Amount”), and the bank account and other pertinent wire transfer instructions to which such borrowing is to be deposited by the Lender (the “Applicable Bank Account”), (ii) certify that all applicable conditions to such borrowing hereunder have been satisfied and (iii) be received by the Lender prior to 1:00 p.m., New York City time, at least one Business Day prior to such Borrowing Date or, in the case of a Loan to be made on any Business Day during the Commitment Period Effective Date, on or before the Borrowing Date. (b) On each such date Borrowing Date set forth in a “Funding Date”) by delivering Borrowing Notice, the Lender will make a Loan to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. (Washington, D.C. time) five (5) Business Days’ prior to the requested Funding Date, which notice, if not withdrawn prior to the date which is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be Borrower in an amount equal to $5,000,000 the lesser of (or, if i) the Available Borrowing Amount is less than set forth in such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a)Borrowing Notice, and assuming all conditions precedent to (ii) the undrawn portion of the Commitment as then in effect by making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Loan thereof available to the Borrower in immediately available fundsfunds in Dollars not later than 4:00 p.m., via wire transfer (pursuant New York City time, on such Borrowing Date to the wire transfer instructions set forth in Section 2.03(c))Applicable Bank Account. (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

Procedure for Borrowing. (a) The Borrower may request borrow under the Commitment during the Commitment Period on any Business Day; provided, that the Borrower shall deliver to the Lender a written notice (a "Borrowing Notice") which must (i) specify the date on which such borrowing is to be made (the "Borrowing Date"), the amount to be borrowed from the Lender on such Borrowing Date (the "Borrowing Amount"), and the bank account and other pertinent wire transfer instructions of the Borrower to which such borrowing is to be deposited by the Lender (the "Borrower's Bank Account"), (ii) certify that all applicable conditions to such borrowing hereunder have been satisfied and (iii) be received by the Lender prior to 1:00 P.M., New York City time, one Business Day prior to such Borrowing Date or, in the case of a Loan to be made on any Business Day during the Commitment Period Effective Date, on or before the Borrowing Date. (b) On each such date Borrowing Date set forth in a “Funding Date”) by delivering Borrowing Notice, the Lender will make a Loan to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. (Washington, D.C. time) five (5) Business Days’ prior to the requested Funding Date, which notice, if not withdrawn prior to the date which is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be Borrower in an amount equal to $5,000,000 the lesser of (or, if i) the Borrowing Amount set forth in such Borrowing Notice and (ii) the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the Commitment by making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Loan thereof available to the Borrower in immediately available fundsfunds in Dollars not later than 4:00 p.m., via wire transfer (pursuant New York City time, on such Borrowing Date to the wire transfer instructions set forth in Section 2.03(c))Borrower's Bank Account. (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

Procedure for Borrowing. (ai) The Each Borrowing by the Borrower may request a borrowing to shall be made on any Business Day during upon irrevocable written notice of the Commitment Period (each such date a “Funding Date”) by delivering Borrower delivered to the Administrative Agent and in the Lender form of a Notice of Borrowing substantially in the form of Exhibit B C or another form acceptable to the Agent (each, a “"Notice of Borrowing”"), appropriately completed, which Notice of Borrowing must be received no later than 2:00 by the Agent (i) prior to 1:30 p.m. (Washington, D.C. New York City time) five (5) three Business Days’ Days prior to the requested Funding Date, which notice, if not withdrawn prior to in the date which is two case of LIBOR Rate Loans and (2ii) Business Days’ prior to such no later than 1:30 p.m. on the requested Funding Date, shall thereafter become irrevocable. Each Loan in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing (which Borrowing, in the case of a request for a LIBOR Rate Loan, shall be in the amount of $1,000,000 or an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole integral multiple of $1,000,000 in excess thereof.); (bB) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, which shall be a Business Day; (C) whether the Lender Revolving Loans requested are to be Base Rate Loans or LIBOR Revolving Loans (and if not specified, it shall make be deemed a request for a Base Rate Loan); and (D) the proceeds duration of the Interest Period if the requested Revolving Loans are to be LIBOR Revolving Loans. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of LIBOR Rate Loans, such Loan available Interest Period shall be one month; provided, however, that with respect to the new Borrowings to be made on the Closing Date, such Borrowings will consist of Base Rate Loans only. (ii) After giving effect to any Borrowing, there may not be more than eight (8) different Interest Periods in effect for the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))aggregate. (ciii) The Borrower hereby directs With respect to any request for Base Rate Loans, in lieu of delivering the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such above-described Notice of Borrowing, divided the Borrower may give the Agent telephonic notice of such request by (B) three hundred sixty (360) days, multiplied the required time with such telephonic notice to be confirmed in writing within 24 hours of the giving of such notice but the Agent shall be entitled to rely on the telephonic notice in making such Revolving Loans. The Agent acknowledges that Notices of Borrowing previously received from the Borrower in connection with the DIP Loan Agreement shall remain in effect unless changed by (iii) the amount not so borrowed. A certificate as Borrower prior to the amounts payable pursuant Closing Date. (iv) The Borrower shall have no right to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence request a LIBOR Rate Loan while a Default or Event of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement Default has occurred and the payment of the Loans and all other amounts payable hereunderis continuing.

Procedure for Borrowing. On the terms and conditions hereinafter set forth, the Borrower may, by delivery of an irrevocable written request to the Agent (a) The Borrower may request any such request, a borrowing “Funding Request”), from time to be made time on any Business Day during the Commitment Revolving Credit Availability Period (each such date a “but not more than once per calendar week), at its option, request that the Lenders make Advances to it in an amount which, at any time, shall not exceed the Available Amount in effect on the related Funding Date”. (i) by delivering to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing must Such Funding Request shall be received no delivered not later than 2:00 p.m. 12:00 noon (Washington, D.C. New York City time) five on the date which is one (51) Business Days’ Day prior to the requested Funding Date. Each Funding Request shall specify the aggregate amount of the requested Advance, which notice, if not withdrawn prior to the date which is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to at least $5,000,000 1,000,000. Each Funding Request shall be accompanied by (ori) a certificate of the Borrower, if depicting the outstanding amount of Advances under this Agreement and representing that all conditions precedent for a funding have been met, including a representation by the Borrower that the requested Advance shall not, on the Funding Date thereof, exceed the Available Amount on such day, (ii) a Borrowing Base Certificate as of the applicable Funding Date (giving pro forma effect to the Advance requested and the use of proceeds thereof), (iii) an updated schedule listing of all Notes Receivable including each Note Receivable that is less than subject to the requested Advance, (iv) the proposed Funding Date, and (v) wire transfer instructions for the Advance. Upon receipt of such amountFunding Request, the Agent shall promptly forward such lesser amount) or a whole multiple of $1,000,000 in excess thereofFunding Request to the Lenders. (bii) Upon A Funding Request shall be irrevocable when delivered; provided however, that if the Borrowing Base calculation delivered pursuant to clause (ii) above includes a Note Receivable which does not become part of the Borrower Collateral on or before the applicable Funding Date as anticipated, and the Borrower cannot otherwise make the representations required pursuant to clause (i) above, the Borrower shall revise the Funding Request accordingly, and shall pay any loss, cost or expense incurred by any Lender in connection with the broken funding evidenced by such revised Funding Request. (iii) On the Funding Date following the satisfaction of the applicable conditions set forth in this Section 2.2(a) and Article III, the Lenders shall make available to the Agent at its address listed beneath its signature on its signature page to this Agreement (or on the signature page to the joinder agreement pursuant to which it became a party hereto), for deposit to the account of the Borrower or its designee in same day funds, at the Borrower’s request for a borrowing pursuant Designated Account, an amount equal to Section 2.03(a), and assuming all conditions precedent such Lender’s Pro Rata Share of the Advance then being made. Each wire transfer of an Advance to the making of such Loan have been satisfied (or waived Borrower shall be initiated by the applicable Lender in accordance with Section 10.01), not no later than 2:00 3:00 p.m. (Washington, D.C. New York City time) on the requested applicable Funding Date. The obligation of each Lender to remit its Pro Rata Share of any such Advance shall be several from that of each other Lender, and the failure of any Lender shall to so make the proceeds of such Loan amount available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))shall not relieve any other Lender of its obligation hereunder. (civ) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer shall deliver to the account specified on Schedule A Agent any other documents or (ii) materials reasonably requested with respect to such other account as shall be designated by the Borrower in a Notice of Borrowingeach Note Receivable, promptly upon request therefor. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

Procedure for Borrowing. (ai) The Borrower may request a borrowing to Each Borrowing of Revolving Loans shall be made on any Business Day during the Commitment Period (each such date upon a “Funding Date”) by delivering Borrower’s irrevocable written notice delivered to the Administrative Agent and in the Lender form of a Notice notice of Borrowing borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. by the Agent prior to (Washingtoni) 12:00 noon (Atlanta, D.C. Georgia time) five (5) three Business Days’ Days prior to the requested Funding Date in the case of LIBOR Loans, and (ii) 11:00 a.m. (Atlanta, Georgia time) on the requested Funding Date in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which in the case of a LIBOR Loan must equal or exceed $1,000,000 (and increments of $500,000 in excess of such amount); (B) the requested Funding Date, which notice, must be a Business Day; (C) whether the Loans requested are to be Base Rate Revolving Loans or LIBOR Revolving Loans (and if not withdrawn prior specified, it shall be deemed a request for a Base Rate Revolving Loan); and (D) the duration of the Interest Period for LIBOR Revolving Loans (and if not specified, it shall be deemed a request for an Interest Period of one month); provided, however, that with respect to the date which is two (2) Business Days’ prior Revolving Loans to such Funding be made on the Closing Date, shall thereafter become irrevocablesuch Borrowings will consist of Base Rate Revolving Loans only. (ii) In lieu of delivering a Notice of Borrowing, a Borrower may give the Agent telephonic notice of such request for advances to the Designated Account on or before the deadline set forth above. Each Loan The Agent at all times shall be entitled to rely on such telephonic notice in making such Loans, regardless of whether any written confirmation is received. (iii) Whenever checks are presented to the Bank for payment against the Designated Account or any other account of a Borrower maintained with the Bank in an amount greater than the then available balance in such accounts, such presentation shall be deemed to be a request for a Base Rate Revolving Loan on the date of such presentation in an amount equal to $5,000,000 the excess of such checks over such available balances (orless the amount of collections credited to the Loan Account on such date), if the Available Amount is less than and such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereofrequest shall be irrevocable. (biv) Upon At the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to election of the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding DateRequired Lenders, the Lender Borrowers shall make the proceeds have no right to request a LIBOR Loan while a Default or Event of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))Default has occurred and is continuing. (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

Procedure for Borrowing. (a) The Borrower Company may request a borrowing to be made borrow under the Revolving ----------------------- Credit Commitment during the Revolving Credit Commitment Period on any Business Day during by giving the Commitment Period Bank irrevocable notice of a request for an Advance hereunder at least one (each such date a “Funding Date”) by delivering to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. (Washington, D.C. time) five (51) Business Days’ prior to the requested Funding Date, which notice, if not withdrawn prior to the date which is two Day but no more than four (24) Business Days’ prior to such Funding DateDays before a proposed borrowing, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 or at least three (or, 3) Business Days but no more than four (4) Business Days if the Available Amount is less than such amountAdvance will be a LIBOR Rate Loan, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a)continuation, and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set setting forth in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum amount of the Loan request, which shall, in the case of LIBOR Rate Loans, not be less than Two Hundred Fifty Thousand (A$250,000.00) Dollars and integral multiples of One Hundred Thousand ($100,000.00) Dollars in excess thereof, and, in the weighted average cost case of Fluctuating Rate Loans, not be less than One Hundred Thousand (as determined by the Lender $100,000.00) Dollars and integral multiples of One Hundred Thousand ($100,000.00) Dollars in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) daysexcess thereof, plus (B) 1.00%, multiplied by (ii) whether the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making Advance shall be a borrowing pursuant to such Notice of BorrowingFluctuating Rate Loan or a LIBOR Rate Loan, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount requested Interest Period commencement date, and (iv) the length of the Interest Period therefor which shall not so borrowedextend beyond the Termination Date. A certificate Such notice shall be written (including, without limitation, via facsimile transmission) and shall be sufficient if received by 1:00 p.m. on the date on which such notice is to be given. Unless notification is otherwise furnished by the Company to the Bank (in a manner consistent with the requirements of this Section 2.4), Loans will be made by credits to the Company's demand deposit account maintained with the Bank upon compliance with the requirements of this Agreement. If the Company furnishes such notice but no election is made as to the amounts payable Interest Period to be applicable thereto, the Loan will automatically then be made as a Fluctuating Rate Loan until such required information is furnished pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunderterms hereof.

Procedure for Borrowing. (a) The Borrower may request a borrowing to be made on any Business Day during the Commitment Period (each such date a “Funding Date”) by delivering to shall give the Administrative Agent notice (a "NOTICE OF BORROWING") not later than 10:30 a.m. New York City Time on (x) the date of each Base Rate Borrowing, (y) the third Eurocurrency Business Day before each Eurocurrency Borrowing denominated in Dollars and (z) the Lender fourth Eurocurrency Business Day before each Eurocurrency Borrowing denominated in a Notice Designated Currency, specifying: (i) the date of Borrowing substantially such Borrowing, which shall be a Domestic Business Day in the form case of Exhibit B a Base Rate Borrowing or a Eurocurrency Business Day in the case of a Eurocurrency Borrowing, (ii) the aggregate amount of such Borrowing, (iii) the currency of such Borrowing, if applicable; (iv) in the case of a “Notice Borrowing denominated in U.S. Dollars, whether the Loans comprising such Borrowing are to be Base Rate Loans or Eurocurrency Loans, and (v) in the case of Borrowing”)a Borrowing in a Designated Currency, appropriately completedthe location from which payment of the principal and interest on such Borrowing will be made, which Notice shall comply with the requirements of Borrowing must Section 2.10; (vi) the number and location of the account to which funds are to be received no later than 2:00 p.m. disbursed; and (Washingtonvii) in the case of a Eurocurrency Borrowing, D.C. time) five (5) Business Days’ prior the duration of the Interest Period applicable thereto, subject to the requested Funding Date, which notice, if not withdrawn prior to provisions of the date which is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple definition of $1,000,000 in excess thereofInterest Period. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent If no election as to the making type of a U.S. Dollar Borrowing is specified in any such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01)notice, not later than 2:00 p.m. (Washington, D.C. time) on then the requested Funding Date, the Lender Borrowing shall make the proceeds of such Loan available be a Base Rate Borrowing. If no election as to the currency of a Borrowing is specified in any such notice, then the requested Borrowing shall be denominated in U.S. Dollars. If no Interest Period with respect to any Eurocurrency Borrowing is specified in any such notice then the Borrower in immediately available funds, via wire transfer (pursuant shall be deemed to the wire transfer instructions set forth in Section 2.03(c))have selected an Interest Period of one month's duration. (c) The Borrower hereby directs Upon receipt of a Notice of Borrowing, the Lender Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (d) Not later than 12:00 noon New York City Time on the date of each Borrowing, each Bank shall (except as provided in subsection (e) of this Section) make available its share of such Borrowing in immediately available funds as may then be customary for the settlement of transactions in the relevant currency, to send such account as the proceeds of all Loans (i) by wire Administrative Agent shall specify. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Administrative Agent shall promptly transfer the amounts so received to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a the applicable Notice of Borrowing. (de) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as If any Bank makes a consequence of new Loan hereunder on a failure of day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: such repayment and only an amount equal to the product of difference (iif any) between the sum of amount being borrowed and the amount being repaid shall be made available by such Bank to the Administrative Agent as provided in subsection (A) the weighted average cost (as determined d), or remitted by the Lender Borrower to the Administrative Agent as provided in its sole discretionSection 2.10, as the case may be. (f) Unless the Administrative Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Administrative Agent such Bank's share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections (d) and (e) of all nominal marketable Indebtedness issued by UST over this Section and the preceding thirty (30) daysAdministrative Agent may, plus (B) 1.00%in reliance upon such assumption, multiplied by (ii) make available to the quotient Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and, if such Bank fails to do so within three Domestic Business Days of (A) demand therefor, the number of days constituting Borrower severally agree to repay to the period Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted is made available to the Borrower by until the Lender shall be conclusive date such amount is repaid to the Administrative Agent, at (i) in the absence case of manifest errorthe Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 and (ii) in the case of such Bank, the Federal Funds Rate. The covenant If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in this Section 2.03(d) shall survive the termination such Borrowing for purposes of this Loan Agreement and the payment of the Loans and all other amounts payable hereunderAgreement.

Procedure for Borrowing. (ai) The Borrower may request Each Borrowing of a borrowing to Tranche A Revolving Loan, a Tranche A-1 Revolving Loan or a Swingline Loan shall be made on any Business Day during the Commitment Period (each such date upon a “Funding Date”) by delivering Borrower’s irrevocable written notice delivered to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of a notice of borrowing in the form attached hereto as Exhibit B C (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. by the Administrative Agent prior to 12:00 noon (WashingtonNew York, D.C. New York time) five (5y) three (3) Business Days’ Days prior to the requested Funding Date in the case of a LIBOR Rate Revolving Loan and (z) on the requested Funding Date in the case of a Base Rate Revolving Loan, specifying: (A) the amount of the Borrowing, which, if a LIBOR Rate Revolving Loan, shall be in an amount that is not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and if a Base Rate Revolving Loan, shall be in an amount that is not less than $100,000 or an integral multiple of $100,000 in excess thereof; (B) the requested Funding Date, which noticeshall be a Business Day; (C) subject to Section 2.2(g)(ii), whether the Revolving Loan requested is to be a Tranche A Revolving Loan or a Tranche A-1 Revolving Loan, and whether it is to be a Base Rate Revolving Loan or a LIBOR Rate Revolving Loan; provided that if such Borrower fails to specify whether any Revolving Loan is to be Base Rate Revolving Loan or a LIBOR Rate Revolving Loan, such request shall be deemed a request for a Base Rate Revolving Loan and, from and after the effective date of the Tranche A-1 Commitments, if not withdrawn prior such Borrower fails to the date which specify whether any Revolving Loan is two (2) Business Days’ prior to be a Tranche A Revolving Loan or a Tranche A-1 Revolving Loan, then such Funding Date, shall thereafter become irrevocable. Each Revolving Loan shall be in an amount equal a Tranche A-1 Revolving Loan to $5,000,000 the extent of the Tranche A-1 Commitments; (or, D) the duration of the Interest Period if the Available Amount requested Revolving Loan is less than to be a LIBOR Rate Revolving Loan; provided that if such amountBorrower fails to select the duration of the Interest Period with respect to any requested LIBOR Rate Revolving Loan, such lesser amount) or Borrower shall be deemed to have requested such Revolving Loan be made as a whole multiple LIBOR Rate Revolving Loan with an Interest Period of $1,000,000 one month in excess thereof.duration; and (bE) Upon the Borrower’s request for a borrowing account (as acceptable to the Administrative Agent pursuant to Section 2.03(a2.2(c), and assuming all conditions precedent ) to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make which the proceeds of such Loan available Borrowing are to the Borrower in immediately available fundsbe deposited, via wire transfer (pursuant to the or wire transfer instructions set forth in Section 2.03(c))satisfactory to the Administrative Agent with respect to any Borrowing which is permitted to be funded directly to any Person other than a Borrower. (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) With respect to such other account as shall be designated by any request for Base Rate Revolving Loans, in lieu of delivering the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such above-described Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) a Borrower may give the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower Administrative Agent telephonic notice of such request by the Lender required time, with such telephonic notice to be confirmed in writing no later than the Business Day following the giving of such telephonic notice but the Administrative Agent at all times shall be conclusive entitled to rely on such telephonic notice in making such Revolving Loans, regardless of whether any such confirmation is received by the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunderAdministrative Agent.

Procedure for Borrowing. (a1) The Borrower may request a borrowing to Except as provided in Section 3.02(2), each Borrowing shall be made on any Business Day during the Commitment Period number of days prior notice specified in Schedule 5, given not later than 11:00 a.m. (each such date Toronto time) by the applicable Borrower to the Agent. Each notice of a Borrowing (a “Funding DateBorrowing Notice”) by delivering to the Administrative Agent and the Lender a Notice of Borrowing shall be in substantially in the form of Exhibit B Schedule 1, shall be irrevocable and binding on the applicable Borrower and shall specify (i) the requested date of the Borrowing; (ii) the Type of Advance requested; (iii) the aggregate amount of the Borrowing; and (iv) in the case of a “Notice LIBOR Rate Advance, the initial Interest Period. Upon receipt by the Agent of Borrowing”)funds from the applicable Lenders and fulfilment of the applicable conditions set forth in ARTICLE 7, appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. (Washington, D.C. time) five (5) Business Days’ prior the Agent will make such funds available to the requested Funding Date, which notice, if not withdrawn prior to the date which is two applicable Borrower in accordance with ARTICLE 2. (2) Business Days’ prior Each Swingline Advance (i) may be made on the same day’s telephone request (followed by notification via a Borrowing Notice) made on or before 11:00 a.m. (Toronto time) on such day and in such amount, as requested by the applicable Borrower to the Swingline Lender, providing the same information to the Swingline Lender as would be contained in a Borrowing Notice (which shall be deemed to have been so provided); or (ii) shall be made by the Swingline Lender, without notice from or to the Borrowers, in respect of any overdraft in any one or more of the accounts of the Borrowers with the Swingline Lender by deposit to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in account of an amount equal to $5,000,000 (orsuch overdraft. All payments of principal and interest with respect to a Swingline Advance shall be made by the Borrowers, if as applicable, directly to the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a)Swingline Lender, and assuming all conditions precedent the Swingline Lender is hereby irrevocably authorized and directed to the making of such Loan have been satisfied (or waived debit any bank account maintained by the Borrowers with the Swingline Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of order to effect such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))payment. (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

Procedure for Borrowing. (a) The Borrower may request a borrowing to be made hereunder, on any Business Day during the Commitment Period (each such date a “Funding period from and including the Effective Date to and including the Termination Date”) , by delivering to the Administrative Agent and Lender, with a copy to the Lender a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”)Custodian, appropriately completedan irrevocable written request for borrowing, which Notice of Borrowing request must be received no later than 2:00 p.m. by the Lender (Washingtonx) prior to 8:00 p.m., D.C. New York City time) five , one (5l) Business Days’ Day prior to the requested Funding DateDate (such fundings, which notice, if not withdrawn "First Transaction Fundings") or (y) -------------------------- prior to 2:00 p.m., New York City time, on the date which is two requested Funding Date (2such fundings, "Subsequent Transaction Fundings"). Such request for borrowing shall ------------------------------- (i) Business Days’ prior attach a schedule identifying the Eligible Mortgage Loans that the Borrower proposes to pledge to the Lender and to be included in the Borrowing Base in connection with such borrowing, (ii) specify the requested Funding Date, shall thereafter become irrevocable. Each (iii) include a Mortgage Loan shall Tape containing information with respect to the Eligible Mortgage Loans that the Borrower proposes to pledge to the Lender and to be included in the Borrowing Base in connection with such borrowing, and (iv) attach an amount equal to $5,000,000 (or, if officer's certificate signed by a Responsible Officer of the Available Amount is less than such amount, such lesser amountBorrower as required by Section 5.02(b) or a whole multiple of $1,000,000 in excess thereofhereof. (b) Upon the Borrower’s 's request for a borrowing pursuant to Section 2.03(a), and the Lender shall, assuming all conditions precedent set forth in Section 5.01 and 5.02 have been met and provided no Default shall have occurred and be continuing, make a Loan to the making of such Loan have been satisfied Borrower on the requested Funding Date, in the amount so requested. (or waived by the Lender in accordance with Section 10.01), not c) No later than 2:00 p.m. (Washington12:00 noon, D.C. Minneapolis time) , on the requested Funding Date, the Lender Borrower shall make the proceeds of such Loan available deliver to the Borrower in immediately available funds, via wire transfer Custodian the Mortgage File pertaining to each Eligible Mortgage Loan (pursuant other than a Wet-Ink Mortgage Loan) to be pledged to the wire transfer instructions set forth Lender and included in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified Borrowing Base on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable Funding Date, in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement terms and the payment conditions of the Loans and all other amounts payable hereunderCustodial Agreement.

Procedure for Borrowing. (ai) The Borrower may request a borrowing to Each Borrowing shall be made on any Business Day during upon the Commitment Period (each such date a “Funding Date”) by delivering Borrower’s irrevocable written notice delivered to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B a notice of borrowing (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. by the Agent prior to: (Washington, D.C. 1) 12:00 noon (Pacific time) five three (53) Business Days’ Days prior to the requested Funding Date in the case of LIBOR Revolving Loans; and (2) 11:00 a.m. (Pacific time) on the requested Funding Date in the case of Base Rate Revolving Loans, specifying: (A) the amount of the Borrowing, which in the case of a LIBOR Revolving Loan must be in an integral multiple of One Million Dollars ($1,000,000); (B) the requested Funding Date, which notice, must be a Business Day; (C) whether the Revolving Loans requested are to be Base Rate Revolving Loans or LIBOR Revolving Loans (and if not withdrawn prior to the date which is two (2) Business Days’ prior to such Funding Datespecified, shall thereafter become irrevocable. Each Loan it shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or deemed a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(aBase Rate Revolving Loan); and (D) the duration of the Interest Period for LIBOR Revolving Loans (and if not specified, and assuming all conditions precedent to the making it shall be deemed a request for an Interest Period of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)one month). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in In lieu of delivering a Notice of Borrowing, the Borrower may give the Agent telephonic notice of such request for advances to the Designated Account on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice in making such Revolving Loans, regardless of whether any written confirmation is received. (diii) The Borrower agrees shall have no right to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as request a consequence LIBOR Revolving Loan while a Default or an Event of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower Default has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement occurred and the payment of the Loans and all other amounts payable hereunderis continuing.

Procedure for Borrowing. (a) The Borrower may request Each Borrowing of a borrowing to Revolving Loan or of the Initial Term Loan on the Closing Date shall be made on any Business Day during upon the Commitment Period Borrower’s irrevocable (each such date a “Funding Date”subject to Section 10.5) by delivering written notice delivered to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which may be given by (A) telephone, or (B) a Notice of Borrowing; provided, that, any telephone notice must be confirmed promptly by delivery to Agent of a Notice of Borrowing. Each Notice of Borrowing must be received no later than 2:00 p.m. by Agent prior to 11:00 a.m. (Washingtoni) on the Closing Date, D.C. timewith respect to Borrowings of Base Rate Loans to be made on the Closing Date, (ii) five on the date which is three (53) Business Days’ Days (or, with respect to any Borrowing of LIBOR Rate Loans to be made on the Closing Date, one (1) Business Day) prior to the requested Funding DateBorrowing date in the case of each LIBOR Rate Loan, which notice, if not withdrawn prior to and (iii) on the date which is two one (21) Business Days’ Day prior to the requested Borrowing date of each Base Rate Loan made after the Closing Date; provided, however, that, if the Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of such Funding DateBorrowing, whereupon Agent shall thereafter become irrevocablegive prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them, and not later than 11:00 a.m. three (3) Business Days before the requested date of such Borrowing, Agent shall notify the Borrower (which notice may be by telephone) whether the requested Interest Period has been consented to by all the Lenders. Each Such Notice of Borrowing shall specify: (i) whether the Borrower is requesting a Term Loan or a Revolving Loan; (ii) the principal amount of the Borrowing (which shall be in an aggregate minimum principal amount equal to of $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) 1,000,000 or a whole multiple of (A) $1,000,000 500,000 in excess thereofthereof of LIBOR Rate Loans, or (B) $100,000 in excess thereof of Base Rate Loans); (iii) the requested Borrowing date, which shall be a Business Day; (iv) whether the Borrowing is to be comprised of LIBOR Rate Loans or Base Rate Loans; and (v) if the Borrowing is to be LIBOR Rate Loans, the Interest Period applicable to such Loans. (b) Upon If the Borrower’s request for Borrower fails to specify a borrowing pursuant type of Loan in a Notice of Borrowing, then the applicable Term Loans or Revolving Loans shall be made as Base Rate Loans. If the Borrower requests a Borrowing of, LIBOR Rate Loans in any such Notice of Borrowing, but fails to Section 2.03(a)specify an Interest Period, and assuming all conditions precedent it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the making contrary herein, a Swing Loan may not be converted to a LIBOR Rate Loan. (c) Upon receipt of a Notice of Borrowing, Agent will promptly notify each applicable Lender of such Notice of Borrowing and of the amount of such Lender’s Commitment Percentage of the Borrowing. In the case of a Term Loan have been satisfied (or waived by a Revolving Loan, each applicable Lender shall make the Lender amount of its Loan available to Agent in immediately available funds at Agent’s office not later than 1:00 p.m. on the Business Day specified in the applicable Notice of Borrowing or, as to Loans to be made on the Closing Date as to which advance funding arrangements are in effect, in accordance with the terms thereof. (d) Upon satisfaction of the applicable conditions set forth in Section 10.012.2 (and, if such Borrowing is the initial Loan on the Closing Date, Section 2.1), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender Agent shall make the proceeds of such Loan each requested Borrowing available to the Borrower in immediately available either (as Borrower elects) by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, via wire transfer (pursuant to in each case in accordance with the wire transfer instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A the signature page hereto or other instructions provided to (iiand reasonably acceptable to) to such other account as shall be designated Agent by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate Borrower; provided, however, that, if, on the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered date a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses respect to a Revolving Loan is given by the Borrower, there is any unreimbursed L/C Reimbursement Obligation, then the proceeds of such Revolving Loan, first, shall be calculated as follows: an amount equal applied to the product payment in full of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) daysany such unreimbursed L/C Reimbursement Obligations, plus (B) 1.00%and second, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted shall be made available to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunderas provided above.

Procedure for Borrowing. (ai) The Borrower may request a borrowing to Each Borrowing shall be made on any Business Day during the Commitment Period (each such date upon a “Funding Date”) by delivering Borrower's irrevocable written notice delivered to the Administrative Agent and in the Lender form of a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing notice must be received no later than 2:00 p.m. by the Agent prior to 11:00 a.m. (Washington, D.C. New York City time) five (51) four Business Days’ Days prior to the requested Funding Date, which noticein the case of LIBOR Rate Loans, if not withdrawn prior to the date which is two and (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, in the Lender shall make the proceeds case of such Loan available to the Borrower in immediately available fundsReference Rate Loans, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)).specifying: (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by amount of the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus Borrowing; (B) 1.00the requested Funding Date, which shall be a Business Day; (C) whether the Revolving Loans requested are to be Reference Rate Revolving Loans or LIBOR Revolving Loans; provided, however, all Revolving Loans requested at a Borrowing Base advance rate in excess of 65%, multiplied by shall be Reference Rate Loans; and (D) the duration of the Interest Period if the requested Revolving Loans are to be LIBOR Revolving Loans. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of LIBOR Rate Loans, such Interest Period shall be three months; provided, however, that, with respect to the Borrowings to be made on the Closing Date, such Borrowings will consist of Reference Rate Revolving Loans only. (ii) After giving effect to any Borrowing, there may not be more than five different Interest Periods in effect. (iii) With respect to any request for Reference Rate Revolving Loans, in lieu of delivering the quotient of (A) the number of days constituting the period from the date such above-described Notice of Borrowing delivered a Borrower may give the Agent telephonic notice of such request by the Borrower has become irrevocable required time, with such telephonic notice to be confirmed in writing within 24 hours of the date giving of such notice, but the Borrower defaults Agent shall be entitled to rely on the telephonic notice in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunderRevolving Loans.

Procedure for Borrowing. (a) The Borrower may request a borrowing to Each Borrowing shall be made on any Business Day during upon the Commitment Period (each such date a “Funding Date”) by delivering Company's irrevocable written notice delivered to the Administrative Agent and in the Lender form of a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing notice must be received no later than 2:00 p.m. by the Administrative Agent (Washington, D.C. i) prior to 11:00 a.m. (Chicago time) five (5) three Business Days’ Days prior to the requested Funding Borrowing Date, which notice, if not withdrawn in the case of Offshore Rate Loans and (ii) prior to 11:00 a.m. (Chicago time) one Business Day prior to the date which is two (2) Business Days’ prior to such Funding requested Borrowing Date, shall thereafter become irrevocable. Each Loan in the case of Base Rate Loans), specifying: (A) the amount of the Borrowing, which shall be in an amount equal to of $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole higher integral multiple of $1,000,000 100,000; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; and (D) in excess thereofthe case of Offshore Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice. (b) Upon The Administrative Agent will promptly notify each Lender of its receipt of any Notice of Borrowing and of the Borrower’s request for a borrowing amount of such Lender's share of the related Borrowing based upon such Lender's Revolving Percentage or Term Percentage, as applicable. Notwithstanding the immediately preceding sentence, any Borrowing of Additional Term Loans pursuant to Section 2.03(a), and assuming all conditions precedent to a Commitment Increase shall be made by the making Term Lenders holding Term Commitments in respect of such Loan have been satisfied (or waived by the Lender Commitment Increase in accordance with Section 10.01)their respective Term Commitments with respect to such Commitment Increase, and any Term Lender that does not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender hold a Term Commitment with respect to such Commitment Increase shall have no obligation to make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))any Additional Term Loan. (c) Each Lender will make the amount of its share of each Borrowing available to the Administrative Agent for the account of the Company at the Agent's Payment Office by 1:00 p.m. (Chicago time) on the Borrowing Date requested by the Company in funds immediately available to the Administrative Agent. The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer will then be made available to the account specified on Schedule A or (ii) to such other account as shall be designated Company by the Borrower Administrative Agent at such office by crediting the account of the Company on the books of BofA with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in a Notice of Borrowinglike funds as received by the Administrative Agent. (d) The Borrower agrees After giving effect to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of any Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount there may not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive more than twelve different Interest Periods in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereundereffect.

Procedure for Borrowing. (a) The Borrower may request a borrowing to be made on any Business Day during shall give the Commitment Period Agent written notice (each such date a “Funding DateBorrowing Notice”) by delivering to of the Administrative Agent and the Lender a Notice of Borrowing substantially Advance Date which notice (i) shall be in the form of Exhibit B A hereto and (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing ii) must be received by the Agent prior to 6:00 p.m., New York time, at least two (2) Business Days prior to the requested Advance Date (the “Scheduled Advance Date”) or such shorter period as the Agent and the Lenders may agree. At the request of the Borrower, the Agent and the Lenders together with the Borrower shall perform a “dry run” simulation of the rate fixing procedure described in Section 2.5(b) at least ten (10) days (or such shorter period as agreed between the parties) prior to the currently Scheduled Advance Date with a view to providing an indication of the “fixed rate” for the Loan. (b) In order to facilitate the timely closing of the transactions contemplated hereby, the Borrower, by delivery of the Borrowing Notice to the Agent, irrevocably instructs the Lenders to: (A) wire transfer (for receipt by no later than 2:00 p.m. (Washington, D.C. 9:00 a.m. New York City time) on the Scheduled Advance Date its portion of the Commitment by the wiring of immediately available funds (reference: Atlas/TNT/ B777F) to an account of the Security Trustee held at Wilmington Trust Company and specified by the Security Trustee (the “Account”). The funds so paid by each Lender (the “Deposit”) into the Account are to be held by the Security Trustee on trust for account of such Lender. (c) If, for any reason, the Advance Date does not occur on the Scheduled Advance Date, (i) the Borrower shall, by no later than the close of business on the Scheduled Advance Date, transfer the Unwind Collateral to an account of the Security Trustee held at Wilmington Trust Company and specified by the Security Trustee (the “Unwind Collateral Account”) and (ii) the Deposit, and earnings thereon, will be, to the extent available, invested and reinvested by the Security Trustee at the sole direction, for the account, and at the risk of the Borrower, in an overnight deposit selected by the Security Trustee. Upon the Borrower’s oral (to be confirmed in writing) instructions, earnings on any such investments shall be applied to the Borrower’s payment obligations to each Lender to the extent of such earnings. (d) Upon the satisfaction (as determined by the Agent) of the conditions precedent set forth in Section 3, the Agent shall instruct the Security Trustee to disburse the Deposit for application of all Commitments to the Borrower in accordance with the instructions given in the Borrowing Notice (or such other instructions as may be subsequently agreed by the Borrower and the Agent with the Security Trustee in writing at least three Business Days prior to the date of disbursement). (e) If the actual Advance Date is a date falling after the Scheduled Advance Date, the Borrower shall pay interest hereunder to each Lender on the amount of its Deposit for the period from and including the Scheduled Advance Date to but excluding the earlier of (i) the actual Advance Date and (ii) the Cutoff Date (as defined below). For each Lender, such interest shall accrue on the amount of such Lender’s Deposit at the Fixed Interest Rate. Interest on the Deposits accrued pursuant to the preceding sentence shall (i) if accrued to the Advance Date, be paid on the first Payment Date and (ii) if accrued to the Cutoff Date, be paid to each Lender on such date. (f) If for any reason, other than the failure of any Lender to comply with the terms hereof, the Advance Date shall not have occurred on or prior to five (5) Business Days’ prior Days (or such longer period as agreed between the parties) after the Scheduled Advance Date or such earlier date as the Borrower shall specify (the “Cutoff Date”), then each Lender shall cancel, terminate or otherwise unwind its funding arrangements made to fund its Deposit on the Scheduled Advance Date and the Swap Transaction, and such Lender shall notify the Security Trustee thereof, and the Security Trustee shall return such Lender’s Deposit to such Lender. For purposes of Section 2.4(e), Deposit amounts returned to the requested Funding DateLenders in accordance with Section 2.4(e) shall not be considered paid or pre-paid on account of any Loan and may be re-borrowed in accordance herewith. (g) In the event of the occurrence of the events described in clause (f) above, which notice, if not withdrawn prior the Borrower agrees to the date which is two pay each Lender (2other than BNP Paribas (“BNPP”)) promptly (but in any event within three (3) Business Days’ prior to such Funding Days of the Cutoff Date) (i) as compensation, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 any Swap Breakage Loss and Liquidity Breakage incurred in connection with the unwinding or liquidating of any deposits or funding or financing arrangement with its funding source and/or unwinding its Swap Transaction (or, if it being understood that in the Available Amount is less than such amountevent of a Swap Breakage Gain, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon amount will be paid by the applicable Lender to the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to (ii) without duplication of the making of such Loan have been satisfied (or waived amounts covered by the Lender in accordance with Section 10.01preceding clause (i), not later than 2:00 p.m. all reasonable out-of-pocket costs and expenses of the Agent (Washingtonincluding, D.C. timewithout limitation, reasonable legal costs and expenses) on incurred by the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions Agent as set forth in Section 2.03(c)). 7.5 hereof. In addition, in the event of the occurrence of the events described in clause (cf) The Borrower hereby directs above, the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses pay BNPP promptly (as calculated pursuant to the next succeeding sentencebut in any event within three (3) that the Lender incurs as a consequence of a failure Business Days of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated Cutoff Date) as follows: compensation, an amount equal to any Swap Breakage Loss and all losses (but excluding loss of profit) incurred by BNPP in liquidating or unwinding funds on a day other than the product last day of (i) the sum of (A) the weighted average cost (as determined an Interest Period which were acquired by the Lender in BNPP to fund its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment portion of the Loans and all other amounts payable hereunderLoan.

Procedure for Borrowing. (a) The Borrower may request a borrowing to Each Borrowing shall be made on any Business Day during upon the Commitment Period (each such date a “Funding Date”) by delivering Borrower’s irrevocable notice to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completedAgent, which Notice of Borrowing may be given by telephone. Each such notice must be received no later than 2:00 p.m. by the Agent prior to 11:00 a.m. (Washington, D.C. Eastern time) five (5i) three Business Days’ Days prior to the requested Funding Borrowing Date, which noticein the case of LIBOR Rate Loans, and (ii) on the requested Borrowing Date, in the case of Base Rate Loans) (provided, however, that if the Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Agent not withdrawn later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, whereupon the Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them and not later than 11:00 a.m., three Business Days before the requested date of such Borrowing, the Agent shall notify the Borrower (which is two (2notice may be by telephone) Business Days’ prior whether or not the requested Interest Period has been consented to such Funding Date, shall thereafter become irrevocableby all the Lenders). Each Loan telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery to the Agent of a written Notice of Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower. Each Notice of Borrowing shall specify: (A) the amount of such Borrowing, which shall (unless such Borrowing is being requested (or deemed to be in requested) pursuant to Section 2.06(b) or 3.03(b)) be an amount equal to $5,000,000 (or, if the Available Amount is not less than such amount, such lesser amount$2,000,000 (in the case of a LIBOR Rate Loan) or a whole multiple of $1,000,000 in excess thereof, or $500,000 (in the case of a Base Rate Loan) or a whole multiple of $100,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Class and Type of Loans comprising such Borrowing (and if the Borrower fails to specify a Type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as Base Rate Loans); and (D) with respect to LIBOR Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice (and, if a Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing of LIBOR Rate Loans, such Interest Period shall be one month). (b) Upon The Agent will promptly notify each applicable Lender of its receipt of any Notice of Borrowing and (i) in respect of Borrowings of any Class of Term Loans, the Borroweramount of each applicable Term Lender’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making pro rata share of such Loan have been satisfied Borrowing (or waived by based on its Commitment for the Lender applicable Class of Term Loans) and (ii) in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Daterespect of Borrowings of Revolving Loans, the Lender shall make the proceeds amount of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))Lender’s Revolving Percentage of such Borrowing. (c) Each Lender will make the amount of its applicable share of each Borrowing available to the Agent for the account of the Borrower at the Agent’s Payment Office by 1:00 p.m. (Eastern time) on the Borrowing Date in funds immediately available to the Agent. The Borrower hereby directs the Lender to send the proceeds of all such Loans (i) by wire transfer will then be made available to the account specified on Schedule A or (ii) to such other account as shall be designated Borrower by the Agent at such office by crediting the account of the Borrower in a Notice on the books of BorrowingBank of America with the aggregate of the amounts made available to the Agent by the Lenders. (d) After giving effect to any Borrowing there may not be more than 10 different Interest Periods in effect. (e) The Borrower hereby authorizes the Lenders and the Agent to accept Notices of Borrowing based on telephonic notices made by any person or persons the Agent or any Lender in good faith believes to be acting on behalf of the Borrower. The Borrower agrees to compensate the Lender for the losses (as calculated pursuant deliver promptly to the next succeeding sentence) that Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an authorized designee. If the Lender incurs as a consequence of a failure written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Borrower to make a borrowing of Loans of Agent and the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses Lenders shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of govern absent manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

Procedure for Borrowing. (a) The Borrower may request a Each borrowing of Loans, each conversion of Loans of one Type to the other, and each continuation of LIBOR Loans shall be made on any Business Day during upon delivery by the Commitment Period (each such date a “Funding Date”) by delivering Borrower Representative of an irrevocable notice to the Administrative Agent Agent, by facsimile, or by electronic communication, if arrangements for doing so have been approved by the Administrative Agent. Each Borrowing Request and the Lender a Conversion/Continuation Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing must be received no by the Administrative Agent not later than 2:00 p.m. New York time (Washington, D.C. timei) five three (53) Business Days’ Days prior to the requested Funding Datedate of any borrowing of, which noticeconversion to or continuation of LIBOR Loans, if not withdrawn (ii) three (3) Business Days prior to the date which is two conversion of a LIBOR Loan to a Base Rate Loan, and (2iii) one (1) Business Days’ Day prior to such Funding Date, shall thereafter become irrevocablethe requested date of any borrowing of any Base Rate Loan. Each written notice of borrowing or conversion shall specify (i) whether the requested borrowing is to be Revolving Borrowing or an Acquisition Borrowing, a conversion of Loans from one Type to the other, or a continuation of a LIBOR Loan, (ii) the requested date of the borrowing, continuation or conversion, as the case may be (which shall be a Business Day), (iii) the principal amount of the Revolving Loan or Acquisition Loan to be borrowed, continued or converted, (iv) if applicable, the duration of the Interest Period applicable thereto; and (vi) if applicable, the Type of Loans to be borrowed or to which existing Loans are to be converted. Each borrowing of, conversion to or continuation of LIBOR Loans shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) 250,000 or a whole multiple multiples of $1,000,000 100,000 in excess thereof. (b) Upon . If the Borrower’s request for Borrower fails to specify a Type of Loan in a Borrowing Request or Conversion/Continuation Notice or if the Borrower fails to give timely notice requesting a conversion or continuation, then the Revolving Loans or Acquisition Loans, as the case may be, shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Loan. If the Borrower Representative requests a borrowing pursuant of, conversion to Section 2.03(a)or continuation of a LIBOR Loan in any such borrowing or conversion notice, and assuming all conditions precedent but fails to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Datespecify an Interest Period, the Lender shall make Borrower Representative will be deemed to have specified an Interest Period of one month. Notwithstanding any contrary provision hereof, if a Default has occurred and is continuing and the proceeds of such Loan available to Administrative Agent so notifies the Borrower in immediately available fundsRepresentative, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans then, so long as a Default is continuing (i) by wire transfer no outstanding Revolving Loan or Acquisition Loan may be converted to the account specified on Schedule A or continued as a LIBOR Loan and (ii) to such other account as unless repaid, each LIBOR Loan shall be designated by converted to a Base Rate Loan at the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure end of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunderInterest Period applicable thereto.

Procedure for Borrowing. (a) The Borrower may request Each Borrowing shall be made upon the Company's irrevocable written notice delivered to the Agent in the form of a borrowing Notice of Borrowing (which notice must be received by the Agent prior to 12:00 noon (Chicago time) (i) four Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans, in any such case, specifying: (A) the amount of the Borrowing, which shall be in an aggregate amount not less than the Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; (D) the duration of the Interest Period applicable to any Offshore Rate Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one month; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency; provided, however, that with respect to any Borrowing to be made on any Business Day during the Commitment Period (each such date a “Funding Closing Date”) by delivering to , the Administrative Agent and the Lender a Notice of Borrowing substantially in shall be delivered to the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing must be received no Agent not later than 2:00 p.m. 12:00 noon (Washington, D.C. Chicago time) five (5) one Business Days’ prior to Day before the requested Funding Date, which notice, if not withdrawn prior to the date which is two (2) Business Days’ prior to Closing Date and such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple Borrowing will consist of $1,000,000 in excess thereofBase Rate Loans only. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making The Dollar Equivalent amount of such Loan have been satisfied (or waived any Borrowing in an Offshore Currency will be determined by the Lender Agent for such Borrowing on the Computation Date therefor in accordance with Section 10.01subsection 2.05(a), not later than 2:00 p.m. (Washington, D.C. time) on . Upon receipt of the requested Funding DateNotice of Borrowing, the Lender shall make Agent will promptly notify each Bank thereof and of the proceeds amount of such Loan available to Bank's Pro Rata Share of the Borrower Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the approximate amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of the Dollar Equivalent amount of the Borrowing as specified in immediately available fundsthe Notice of Borrowing, via wire transfer (pursuant to promptly notify each Bank of the wire transfer instructions set forth in Section 2.03(c))exact Dollar Equivalent amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company at the Agent's Payment Office on the Borrowing Date requested by the Company in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time) and (ii) in the case of a Borrowing comprised of Offshore Currency Loans, by such time as the Agent may specify. The Borrower hereby directs the Lender to send the proceeds of all such Loans (i) by wire transfer will then be made available to the account specified on Schedule A or (ii) to such other account as shall be designated Company by the Borrower Agent at such office by crediting the account of the Company on the books of BofA with the aggregate of the amounts made available to the Agent by the Banks and in a Notice of Borrowinglike funds as received by the Agent. (d) The Borrower agrees After giving effect to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of any Borrowing, divided by (B) three hundred sixty (360) daysunless the Agent shall otherwise consent, multiplied by (iii) the amount there may not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive more than nine different Interest Periods in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereundereffect.

Procedure for Borrowing. (ai) The Borrower may request a borrowing to Each U.S. Borrowing shall be made on any Business Day during the Commitment Period (each by an irrevocable written request by an Authorized Person delivered to Agent. Unless U.S. Swing Lender is not obligated to make a U.S. Swing Loan pursuant to Section 2.3(b) below, such date a “Funding Date”) by delivering to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing notice must be received by Agent no later than 2:00 p.m. 10:00 a.m. (Washington, D.C. California time) five on the Business Day that is the requested Funding Date specifying (5i) Business Days’ prior to the amount of such U.S. Borrowing, and (ii) the requested Funding Date, which noticeshall be a Business Day; provided, however, that if U.S. Swing Lender is not withdrawn obligated to make a U.S. Swing Loan as to a requested U.S. Borrowing, such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date which that is two (2) Business Days’ prior to such the requested Funding Date. At Agent's election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, U.S. Borrowers agree that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if not affect the Available Amount is less than such amount, such lesser amount) or a whole multiple validity of $1,000,000 in excess thereofthe request. (bii) Upon the Borrower’s Each U.K. Borrowing shall be made by an irrevocable written request for by an Authorized Person delivered to Agent. Unless U.K. Swing Lender is not obligated to make a borrowing U.K. Swing Loan pursuant to Section 2.03(a)2.3(b) below, and assuming all conditions precedent to the making of such Loan have been satisfied (or waived notice must be received by the Lender in accordance with Section 10.01), not Agent no later than 2:00 p.m. 10:00 a.m. (Washington, D.C. California time) on the Business Day that is the requested Funding Date specifying (i) the amount of such U.K. Borrowing, and (ii) the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as which shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Business Day; provided, however, that if U.K. Swing Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower is not obligated to make a borrowing of Loans of U.K. Swing Loan as to a requested U.K. Borrowing, such notice must be received by Agent no later than 10:00 a.m. (California time) on the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable Business Day prior to the date that is the Borrower defaults requested Funding Date. At Agent's election, in making a borrowing pursuant to lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower request by the Lender shall required time. In such circumstances, U.K. Borrower agrees that any such telephonic notice will be conclusive confirmed in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment writing within 24 hours of the Loans and all other amounts payable hereundergiving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request.

Procedure for Borrowing. (a) The Borrower may request a borrowing to be made borrow under the Revolving Credit Commitment on any Business Day during the Revolving Credit Commitment Period (each such date Period, PROVIDED THAT the Borrower shall have delivered a “Funding Date”) by delivering Borrowing Request to the Administrative Agent Bank, which shall be sent by telecopy (confirmed promptly, and in any event within five Business Days, by the Lender delivery to the Bank of a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”manually signed counterpart), appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. (Washington, D.C. time) five (5) than: 11:00 a.m. of the third Business Days’ Day prior to the requested Funding Borrowing Date, which noticein the case of LIBOR Advances, if not withdrawn prior to and 11:00 a.m. on the date which is two (2) Business Days’ prior to such Funding requested Borrowing Date, shall thereafter become irrevocablein the case of ABR Advances, specifying (A) the aggregate principal amount to be borrowed, (B) the requested Borrowing Date, (C) whether such borrowing is to consist of one or more LIBOR Advances, an ABR Advance, or a combination thereof and (D) if the borrowing is to consist of one or more LIBOR Advances, the length of the Interest Period for each such LIBOR Advance. Each Loan (i) LIBOR Advance made on each Borrowing Date, when aggregated with all amounts to be converted to a LIBOR Advance on such date and having the same Interest Period as the LIBOR Advance to be made, shall be in an amount equal to $5,000,000 (or, if the Available Amount is no less than such amount, such lesser amount) $500,000 or a whole multiple of $1,000,000 100,000 in excess thereof, and (ii) ABR Advance made on each Borrowing Date shall equal no less than $100,000 or an integral multiple thereof (or, if less, the Available Revolving Credit Commitment on such date). (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent Subject to the making satisfaction of such Loan have been satisfied (or waived the terms and conditions of this Agreement, as determined by the Lender in accordance with Section 10.01)Bank, not later than 2:00 p.m. (Washington, D.C. time) the requested Loans shall be made available by the Bank on the requested Funding Date, the Lender shall make the proceeds of such Loan available Borrowing Date to the Borrower in immediately available funds, via wire transfer (pursuant to at the wire transfer instructions set forth office of the Bank specified in Section 2.03(c))10.2 by crediting the account of the Borrower on the books of such office with the amount of such requested Loans. (c) The If the Bank makes a new Loan on a Borrowing Date on which the Borrower hereby directs is to repay a Loan, the Lender to send Bank shall apply the proceeds of all Loans (i) by wire transfer the new Loan to make such repayment, and only the excess of the proceeds of the new Loan over the Loan being repaid need be made available to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of BorrowingBorrower. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

Procedure for Borrowing. (a) The Borrower may request a borrowing to net amount of each Advance shall be made on any Business Day during the Commitment Period (each such date a “Funding Date”) by delivering in an amount at least equal to the Administrative Agent amount set forth on SCHEDULE 1 hereto as the "MINIMUM ADVANCE AMOUNT" and shall be made, in our sole discretion, upon (i) your irrevocable request to any of the Lender persons listed on EXHIBIT B-1 hereto or otherwise designated by us in writing ("LENDER'S DESIGNATED PERSONS"), by telephone (if such request is given by telephone, a Notice hard copy of Borrowing substantially such request shall be subsequently delivered), telecopy or letter, in the form of Exhibit B EXHIBIT E hereto (such request, a “Notice of Borrowing”"REQUEST FOR BORROWING"), appropriately completedgiven by any of the persons listed on EXHIBIT B-2 hereto or otherwise designated by you in writing ("BORROWER'S DESIGNATED PERSONS"), that you wish to borrow money on a specified date (the "FUNDING DATE"), in a specified amount and for a specified term which Notice in no event shall be longer than 270 days; (ii) our mutual agreement as to such date, amount, term and as to the interest rate per annum; and (iii) the posting of Collateral by you in an amount sufficient to cause the aggregate Collateral Value of all Collateral to equal at least the sum of (a) the Advance and (b) all amounts outstanding under previously made Advances. (b) Such Request for Borrowing must be received by us prior to the requesting deadline, as set forth in SCHEDULE 1 hereto (the "REQUESTING DEADLINE"). Such Request for Borrowing shall (i) attach a schedule identifying the Collateral that you propose to pledge to us in connection with such borrowing, (ii) specify the requested Funding Date, (iii) include a Collateral Tape containing information with respect to the Collateral that you propose to pledge to us and to be included in the Borrowing Base in connection with such borrowing, and (iv) attach an officer's certificate signed by one of your Responsible Officers as required by SCHEDULE 3 hereof. Each Advance shall be secured solely by Mortgage Loans or solely by Pledged Securities. (c) You shall deliver to the Custodian no later than 2:00 p.m. 12:00 p.m., New York City time, two (Washington, D.C. time) five (52) Business Days’ Days prior to the requested Funding Date, which notice, if not withdrawn prior the Collateral File pertaining to each item of Collateral to be pledged to us and included in the date which is two (2) Business Days’ prior to Borrowing Base on such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, in accordance with the Lender terms and conditions of the Custodial Agreement. You shall make release and deliver to us no later than 9:00 a.m. New York City time on a Funding Date, the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth original Pledged Securities accompanied by a stock power as more particularly described in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing10. (d) The Borrower agrees Pursuant to compensate the Lender for Custodial Agreement, the losses Custodian shall deliver to you and us, no later than 11:00 a.m. New York City time on a Funding Date, a Trust Receipt (as calculated defined in the Custodial Agreement) in respect of all Collateral pledged to us on such Funding Date, and a Collateral Schedule and Exception Report. (e) If we have agreed to make an Advance, then on the date of such Advance, we will make such Advance available to you in same day funds by directing our administrative agent to transfer or wire the net proceeds of such Advance pursuant to your wiring instructions set forth on SCHEDULE 1 hereto. (f) A request for Borrowing shall be deemed to be made to us, provided however, that if we shall choose, in our sole discretion, not to make such Advance, such Request for Borrowing shall be deemed to have been made to GACC, a subsidiary of Deutsche Bank North America Holding Corp. An Advance made to you shall be deemed made by us, unless we indicate to you that such Advance has been made by GACC. (g) In the next succeeding sentence) event that Collateral to be delivered to us does not have a Collateral Value at least equal to the Lender incurs as a consequence of a failure amount of the Borrower Advance requested by you in a Request for Borrowing (such shortfall, a "COLLATERAL SHORTFALL"), then we may, at our option with prior written notice to make a borrowing of Loans of you, withhold from the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable proceeds remitted to you in accordance connection with Section 2.03(a). Such losses shall be calculated as follows: any Advance an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the Collateral Shortfall. Such amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive deposited in the absence Cash Collateral Account and held as Collateral hereunder. Notwithstanding the foregoing, the full amount of manifest error. The covenant in this Section 2.03(d) such requested Advance shall survive the termination of this Loan Agreement and the payment of the Loans and be deemed to have been made for all other amounts payable purposes hereunder.

Procedure for Borrowing. (a) The Borrower may request a borrowing to Each incurrence of Loans shall be made by a written request by an Authorized Person of Borrower delivered to Agent. With respect to a Borrowing of Base Rate Loans, such request must be received by Agent no later than 12:00 p.m. (New York City time) on any the Business Day during that is the Commitment Period (each such date a “requested Funding Date”. With respect to a Borrowing of LIBOR Rate Loans, such request must be received by Agent no later than 3:00 p.m. (New York City time) by delivering 3 Business Days prior to the Administrative Agent and date that is the Lender a Notice of Borrowing substantially in the form of Exhibit B requested Funding Date. Each such request (each, a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. (Washington, D.C. time) five (5) Business Days’ prior to the requested Funding Date, which notice, if not withdrawn prior to the date which is two (2) Business Days’ prior to such Funding Dateexcept as otherwise expressly provided herein, shall thereafter become irrevocable. Each Loan shall be irrevocable and in an amount equal the form of Exhibit A, appropriately completed to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as followsspecify: an amount equal to the product of (i) the sum aggregate principal amount of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) daysLoans to be incurred pursuant to such Borrowing, plus (B) 1.00%, multiplied by (ii) the quotient of requested Funding Date (Awhich shall be a Business Day), (iii) whether the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing Loans being incurred pursuant to such Borrowing shall constitute B Term Loans, or Other Term Loans of the applicable Tranche, and (iv) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, LIBOR Rate Loans and, if LIBOR Rate Loans, the initial Interest Period to be applicable thereto. Each 2020 Buyback Term Loan shall initially be deemed to be a LIBOR Rate Loan with an initial Interest Period equal to the remaining duration (as of the First Amendment Signing Date) of the Interest Period applicable to the Existing Term Loans (as defined in the First Amendment) from which such 2020 Buyback Term Loans were converted. Each 2020 Initial Term Loan shall initially be deemed to be a LIBOR Rate Loan with the Interest Period in effect under the Original Credit Agreement immediately prior to the First Amendment Signing Date. Agent shall promptly give each Lender which is required to make Loans of the respective Tranche specified in the respective Notice of Borrowing, divided by (B) three hundred sixty (360) daysnotice of such proposed Borrowing, multiplied by (iii) of such Lender’s proportionate share thereof and of the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower other matters required by the Lender shall immediately preceding sentence to be conclusive specified in the absence Notice of manifest errorBorrowing. The covenant At Agent’s election, in this Section 2.03(d) shall survive lieu of delivering the termination above-described written request, any Authorized Person of this Loan Agreement and Borrower may give Agent telephonic notice of such request by the payment required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the Loans and all other amounts payable hereundergiving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request.

Procedure for Borrowing. (a) The Borrower may request a borrowing to be made on any Business Day during shall give the Commitment Period (each such date a “Funding Date”) by delivering to the Administrative Agent and the Lender Bank a Notice of Borrowing substantially Borrowing, in the form of Exhibit B hereto, prior to 11:00 a.m. (a “Notice of Borrowing”Connecticut time), appropriately completedon the date at least --------- one (1) Business Day before a Borrowing of a Base Rate Loan, at least three (3) Business Days before a Borrowing of a Eurodollar Rate Loan, and at least one (1) Business Day before a Borrowing of a CD Rate Loan, specifying: (i) the date of such Borrowing, which Notice shall be a Business Day, (ii) the principal amount of such Borrowing, (iii) whether the Revolving Loan comprising such Borrowing must is to be received no later than 2:00 p.m. a Base Rate Loan, a Eurodollar Rate Loan or a CD Rate Loan, and (Washingtoniv) if a Eurodollar Rate Loan, D.C. time) five (5) Business Days’ prior to the requested Funding Date, which notice, if not withdrawn prior to the date which is two (2) Business Days’ prior Interest Period with respect to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereofBorrowing. (b) Upon No Notice of Borrowing shall be revocable by the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)). (c) The It is understood that if the Borrower hereby directs elects an Interest Period with respect to a CD Rate Loan of 180 days or with respect to a Eurodollar Rate Loan of six months, the Lender to send the proceeds of all Loans (i) by wire transfer CD Rate or Eurodollar Rate quoted to the account specified Borrower one or two Business Days preceding the first day of the Interest Period, as the case may be, will be based on Schedule A or (ii) Bank's good faith estimate of its costs of funding such Revolving Loan and that the actual interest rate for the Interest Period for such Revolving Loan may vary from that quoted to such other account as shall be designated by reflect the Borrower in a Notice Banks' actual costs of Borrowingfunding on the date of the Revolving Loan. (d) The Borrower agrees There shall be no more than four (4) Interest Periods relating to compensate Eurodollar Rate Loans or CD Rate Loans or any combination thereof outstanding at any time. (e) If the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as Bank makes a consequence of new Revolving Loan hereunder on a failure of day on which the Borrower is to repay an outstanding Revolving Loan from the Bank, the Bank shall apply the proceeds of its new Revolving Loan to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: such repayment and only an amount equal to the product excess (if any) of (i) the sum of (A) amount being borrowed over the weighted average cost (as determined amount being repaid shall be made available by the Lender in its sole discretionBank to the Borrower. (f) Notwithstanding anything to the contrary herein contained, if, upon the expiration of all nominal marketable Indebtedness issued by UST over any Interest Period applicable to any Borrowing of Revolving Loans, the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Borrower shall fail to give a new Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant set forth in this Section 2.03(d) 2.3, the Borrower shall survive be deemed to have given a new Notice of Borrowing of Base Rate Loans in principal amount equal to the termination outstanding principal amount of this Loan Agreement such Revolving Loans, and the payment proceeds of the Loans and all other amounts payable hereundernew Borrowing shall be applied directly to repay such outstanding principal amount on the day of such Borrowing.

Procedure for Borrowing. (a) The Borrower may request a borrowing to Each Borrowing (other than an L/C Advance) shall be made on any Business Day during upon the Commitment Period (each such date a “Funding Date”) by delivering Company’s irrevocable notice delivered to the Co-Administrative Agent and in the Lender form of a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing notice must be received no later than 2:00 by the Co-Administrative Agent prior to 12:00 p.m. (Washington, D.C. Chicago time) five (5i) three Business Days’ Days prior to the requested Funding Borrowing Date, which noticein the case of Offshore Rate Loans denominated in Dollars, if not withdrawn (ii) four Business Days prior to the date which is two (2) Business Days’ prior to such Funding requested Borrowing Date, shall thereafter become irrevocable. Each Loan in the case of Offshore Currency Loans, and (iii) on the requested Borrowing Date, in the case of Base Rate Loans), specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount equal to of $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) 2,500,000 or a whole any multiple of $1,000,000 500,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing and in the case of an Offshore Rate Loan, the Applicable Currency; and (D) with respect to Offshore Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one month; provided, however, that with respect to any Borrowing initially made on the Restatement Date, such Borrowing will consist of Base Rate Loans only. (b) Upon The Co-Administrative Agent will promptly notify each Lender of its receipt of any Notice of Borrowing and of the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making amount of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds Lender’s Pro Rata Share of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))that Borrowing. (c) Each Lender will make the amount of its Pro Rata Share of each Borrowing available to the Co-Administrative Agent for the account of the Company at the Co-Administrative Agent’s Payment Office on the Borrowing Date requested by the Company in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 2:00 p.m. (Chicago time), and (ii) in the case of a Borrowing comprised of Offshore Currency Loans, by such time as the Co-Administrative Agent may specify. The Borrower hereby directs the Lender to send the proceeds of all such Loans (i) by wire transfer will promptly thereafter be made available to the account specified on Schedule A or (ii) to such other account as shall be designated Company by the Borrower Co-Administrative Agent at such office by crediting the account of the Company on the books of LaSalle with the aggregate of the amounts made available to the Co-Administrative Agent by the Lenders and in a Notice of Borrowinglike funds as received by the Co-Administrative Agent. (d) After giving effect to any Borrowing or any conversion or continuation of Loans pursuant to Section 2.04, unless the Co-Administrative Agent shall otherwise consent, there may not be more than 10 different Interest Periods in effect. (e) The Borrower Company hereby authorizes the Lenders and the Co-Administrative Agent to accept Notices of Borrowing based on telephonic notices made by any person or persons the Co-Administrative Agent or any Lender in good faith believes to be acting on behalf of the Company. The Company agrees to compensate the Lender for the losses (as calculated pursuant deliver promptly to the next succeeding sentence) that Co-Administrative Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an authorized designee. If the Lender incurs as a consequence of a failure written confirmation differs in any material respect from the action taken by the Co-Administrative Agent and the Lenders, the records of the Borrower to make a borrowing of Loans of Co-Administrative Agent and the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses Lenders shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of govern absent manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

Procedure for Borrowing. (a1) The Borrower may request a borrowing to Each Borrowing shall be made on any Business Day during upon the Commitment Period (each such date a “Funding Date”) by delivering Borrower's irrevocable written notice delivered to the Administrative Agent and in the Lender form of a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. by the Agent prior to 11:00 a.m. (Washington, D.C. New York time) (i) five (5) three Business Days’ Days prior to the requested Funding Date, which notice, if not withdrawn prior to in the date which is two case of LIBOR Rate Loans and (2ii) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not no later than 2:00 1:00 p.m. (Washington, D.C. time) on the requested Funding Date, in the Lender shall make the proceeds case of such Loan available to the Borrower in immediately available fundsBase Rate Loans), via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)).specifying: (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by amount of the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus Borrowing; (B) 1.00%the requested Funding Date, multiplied by which shall be a Business Day; (iiC) whether the Revolving Loans requested are to be Base Rate Revolving Loans or LIBOR Revolving Loans; and (D) the quotient duration of (A) the number of days constituting Interest Period if the period from requested Revolving Loans are to be LIBOR Revolving Loans. If the date such Notice of Borrowing delivered fails to specify the duration of the Interest Period for any Borrowing comprised of LIBOR Rate Loans, such Interest Period shall be three months; provided, however, that with respect to the Borrowing to be made on the Closing Date, such Borrowings will consist of Base Rate Revolving Loans only. (2) After giving effect to any Borrowing, there may not be more than five different Interest Periods in effect. (3) With respect to any request for Base Rate Revolving Loans, in lieu of delivering the above-described Notice of Borrowing the Borrower may give the Agent telephonic notice of such request by the Borrower has become irrevocable required time, with such telephonic notice to be confirmed in writing within 24 hours of the date giving of such notice but Agent shall be entitled to rely on the Borrower defaults telephonic notice in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunderRevolving Loans.

Procedure for Borrowing. (a) The Borrower may request a borrowing to Borrowing shall be made on any Business Day during the Commitment Period (each such date a “Funding Date”) by delivering after irrevocable notice to the Administrative Agent and the Lender Lenders. The date of the proposed Borrowing shall be a Notice Business Day. Such irrevocable notice of a Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”)) shall be by telephone, appropriately completedconfirmed immediately in writing, which Notice or facsimile, in substantially the form of Borrowing must be received no later than 2:00 p.m. Exhibit B hereto, specifying therein (Washington, D.C. timei) five (5) Business Days’ prior to the Closing Date (x) the requested Funding Date, date of such Borrowing (which notice, if not withdrawn prior to the date which is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be the Closing Date) and (y) the account in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make which the proceeds of such Loan available Borrowing are requested to be deposited with the Borrower and (ii) the Interest Period applicable thereto (with respect to the Borrower Borrowing as of the Closing Date and the continuation of a Loan thereafter). Subject to the fulfillment or written waiver of the applicable conditions set forth in ‎Article 4, each Lender shall make available its applicable portion of such Borrowing (determined ratably in accordance with the respective Commitments of the Lenders) in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account funds as shall be designated directed by the Borrower in a the Notice of Borrowing. (db) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as follows: an amount equal to a result of the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from non-satisfaction for any reason whatsoever on or before the date specified in such Notice of Borrowing delivered of the applicable conditions for the making of any Loans set forth in ‎Article 4, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the Borrower has become irrevocable liquidation or reemployment of deposits or other funds acquired by such Lender to fund such Loan to be made by such Lender as part of the date the Borrower defaults in making a borrowing pursuant to Borrowing requested under such Notice of BorrowingBorrowing when such Loan, divided by (B) three hundred sixty (360) daysas a result of such failure, multiplied by (iii) the amount is not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereundermade on such date.

Procedure for Borrowing. (a) The Borrower may request a borrowing to be made on any Business Day during the Commitment Period (each such date a “Funding Date”) notify by delivering to the Administrative Agent and the Lender delivery of a Notice of Borrowing substantially to Agent prior to 11:00 a.m. (New York time) on a Business Day of Borrower’s request to incur, on that day, or in the form of Exhibit B alternative, on the immediately succeeding Business Day thereafter (a “as specified in the Notice of Borrowing”), appropriately completeda Revolving Advance hereunder. Any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent, any Lender and/or the Issuer, or with respect to any other Obligation, which shall become due, if not otherwise paid when due, shall be deemed a request for a Revolving Advance to be maintained as a Domestic Rate Loan as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement, or any other agreement with Agent, any Lender and/or the Issuer and such request shall be irrevocable. (b) Notwithstanding the provisions of subsection (a) above, in the event Borrower desires to obtain a SOFR Loan, Borrower shall deliver a Notice of Borrowing must be received to Agent by no later than 2:00 p.m. 11:00 a.m. (Washington, D.C. New York time) five on the day which is three (53) U.S. Government Securities Business Days’ prior to the requested Funding Date, which notice, if not withdrawn Days prior to the date such SOFR Loan is to be borrowed, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Revolving Advance to be borrowed, which amount shall be in a minimum amount of $5,000,000 and in integral multiples of $500,000 in excess thereof, and (iii) the duration of the first Interest Period therefor. Interest Periods for SOFR Loans consisting of Revolving Advances shall be for one, three or six months. No SOFR Loan shall be made available to Borrower during the continuance of a Default or an Event of Default. After giving effect to each such borrowing, there shall not be outstanding more than six (6) SOFR Loans consisting of Revolving Advances, in the aggregate at any time. Agent shall provide Borrower with a quote of the actual interest rate available for the SOFR Loan requested by Borrower, which quote shall be given on the day after such SOFR Loan is requested and such quote shall be effective from the day provided by Agent until two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))Days thereafter. (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer Subject to the account specified definition of “Interest Period”, each Interest Period of a SOFR Loan shall commence on Schedule A or the date such SOFR Loan is made and shall end on such date as Borrower may elect as set forth in subsection (iib)(iii) to such other account as shall be designated by the Borrower in a Notice of Borrowingabove. (d) The Borrower agrees shall elect the initial Interest Period applicable to compensate the Lender for the losses (as calculated a SOFR Loan by its Notice of Borrowing given to Agent pursuant to Section 2.2(b) or by its Notice of Conversion given to Agent pursuant to Section 2.2(e) as the next case may be. Borrower shall elect the duration of each succeeding sentenceInterest Period by giving irrevocable written notice to Agent of such duration not less than three (3) U.S. Government Securities Business Days prior to the last day of the then current Interest Period applicable to such SOFR Loan. If Agent does not receive timely notice of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e). (e) Provided that no Event of Default shall have occurred and be continuing, Borrower may, on the Lender incurs as last Business Day of the then current Interest Period applicable to any outstanding SOFR Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a consequence loan of another type in the same aggregate principal amount; provided that any conversion of a failure SOFR Loan shall be made only on the last Business Day of the then current Interest Period applicable to such SOFR Loan. If Borrower desires to make convert a borrowing of Loans of the requested amount after the loan, Borrower has delivered shall give Agent a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of Conversion by no later than 11:00 a.m. (New York time) (i) on the sum day which is three (3) U.S. Government Securities Business Days prior to the date on which such conversion is to occur with respect to a conversion from a Domestic Rate Loan to a SOFR Loan, or (ii) on the day which is one (1) U.S. Government Securities Business Day prior to the date on which such conversion is to occur with respect to a conversion from a SOFR Loan to a Domestic Rate Loan, specifying, in each case, the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each request for a SOFR Loan, there shall not be outstanding more than six (A6) SOFR Loans consisting of Revolving Advances, in the weighted average cost aggregate. (as determined f) At its option and upon written notice given prior to 11:00 a.m. (New York time) three (3) U.S. Government Securities Business Days prior to the date of such prepayment, Borrower may prepay the SOFR Loans in whole at any time or in part from time to time, without premium or penalty (except amounts which may be owed pursuant to Section 15.5(b)), but with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Revolving Advances which are SOFR Loans and the amount of such prepayment. In the event that any prepayment of a SOFR Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, Borrower shall pay any amounts which may be owed pursuant to Section 15.5(b). (g) Notwithstanding any other provision hereof, if any Applicable Law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this Section 2.2(g), the term “Lender” shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any SOFR Loans) to make or maintain its SOFR Loans, the obligation of Lenders to make SOFR Loans hereunder shall forthwith be cancelled and Borrower shall, if any affected SOFR Loans are then outstanding, promptly upon request from Agent, either pay all such affected SOFR Loans or convert such affected SOFR Loans into Domestic Rate Loans. In the event that (i) any payment of a SOFR Loan is required, made or permitted on a date other than the last day of the then current Interest Period applicable thereto (including upon demand by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) daysAgent or Lenders ), plus (B) 1.00%, multiplied by (ii) the quotient conversion of (A) any SOFR Loan other than on the number last day of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of BorrowingInterest Period applicable thereto, divided by (B) three hundred sixty (360) days, multiplied by or (iii) the amount not so borrowedfailure to convert, continue, borrow or prepay any SOFR Loan on the date specified in any notice delivered pursuant hereto, then, in any such event, Borrower shall compensate the Lenders for the loss, cost and expense attributable to such event, including any loss, cost or expense arising from the liquidation or redeployment of funds. A certificate as of the Lenders delivered to Borrower and setting forth any amount or amounts that the amounts payable Lenders are entitled to receive pursuant to this Section 2.03(d) submitted to the Borrower by the Lender paragraph shall be conclusive in the absence of absent manifest error. The covenant in this Section 2.03(d) Borrower shall survive pay the termination of this Loan Agreement and Lenders the payment of the Loans and all other amounts payable hereunderamount shown as due on any such certificate upon demand.

Procedure for Borrowing. (a) The Borrower may request a borrowing borrow Loans (or continue Eurodollar Rate Loans or convert Eurodollar Rate Loans to be made Base Rate Loans or convert Base Rate Loans to Eurodollar Rate Loans) on any Business Day during (together with other capitalized terms not defined in the Commitment Period body of this Agreement, as defined in Exhibit A); but Borrower shall give written notice (each such date a “Funding DateBorrowing Notice”) by delivering to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. 11:00 am (Washington, D.C. time) five (5) Business Days’ prior to the requested Funding Date, which notice, if not withdrawn prior to the date which is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. Pittsburgh time) on the requested Funding Business Day that is at least three Business Days before the date of funding a Loan or the date of the conversion or continuation of any Loan (each a “Borrowing Date”), the which must be a Business Day. Borrower shall give such notice in a form acceptable to Lender and each such Borrowing Notice shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans specify (i) by wire transfer whether Borrower is requesting a Loan, a conversion of Loans from one Type to the account specified on Schedule A other, or (ii) to such other account as shall be designated by the Borrower in a Notice continuation of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) daysEurodollar Rate Loans, plus (B) 1.00%, multiplied by (ii) the quotient requested date of the borrowing, conversion or continuation, as the case may be (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making which shall be a borrowing pursuant to such Notice of BorrowingBusiness Day), divided by (B) three hundred sixty (360) days, multiplied by (iii) the principal amount not so of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If Borrower fails to specify a Type of Loan in a Borrowing Notice or if Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. A certificate as Loan may only be made in US Dollars. Lender will make such Loans available to Borrower by promptly crediting such amounts to the amounts payable pursuant to this Section 2.03(d) submitted to the account of Borrower designated by the Lender shall be conclusive Borrower in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunderapplicable Borrowing Notice.

Procedure for Borrowing. (a) The Borrower may request a borrowing to be made on any Business Day during shall give the Commitment Period Agent written notice (each such date a “Funding DateBorrowing Notice”) by delivering to of the Administrative Agent and the Lender a Notice of Borrowing substantially Advance Date which notice (i) shall be in the form of Exhibit B A hereto and (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing ii) must be received by the Agent prior to 6:00 p.m., New York time, at least two (2) Business Days prior to the requested Advance Date (the “Scheduled Advance Date”) or such shorter period as the Agent and the Lenders may agree. At the request of the Borrower, the Agent and the Lenders together with the Borrower shall perform a “dry run” simulation of the rate fixing procedure described in Section 2.5(b) at least ten (10) days (or such shorter period as agreed between the parties) prior to the currently Scheduled Advance Date with a view to providing an indication of the “fixed rate” for the Loan. (b) In order to facilitate the timely closing of the transactions contemplated hereby, the Borrower, by delivery of the Borrowing Notice to the Agent, irrevocably instructs the Lenders to: (A) wire transfer (for receipt by no later than 2:00 p.m. (Washington, D.C. 9:00 a.m. New York City time) on the Scheduled Advance Date its portion of the Commitment by the wiring of immediately available funds (reference: Atlas/TNT/ B777F) to an account of the Security Trustee held at Wilmington Trust Company and specified by the Security Trustee (the “Account”). The funds so paid by each Lender (the “Deposit”) into the Account are to be held by the Security Trustee on trust for account of such Lender. (c) If, for any reason, the Advance Date does not occur on the Scheduled Advance Date, (i) the Borrower shall, by no later than the close of business on the Scheduled Advance Date, transfer the Unwind Collateral to an account of the Security Trustee held at Wilmington Trust Company and specified by the Security Trustee (the “Unwind Collateral Account”) and (ii) the Deposit, and earnings thereon, will be, to the extent available, invested and reinvested by the Security Trustee at the sole direction, for the account, and at the risk of the Borrower, in an overnight deposit selected by the Security Trustee. Upon the Borrower’s oral (to be confirmed in writing) instructions, earnings on any such investments shall be applied to the Borrower’s payment obligations to each Lender to the extent of such earnings. (d) Upon the satisfaction (as determined by the Agent) of the conditions precedent set forth in Section 3, the Agent shall instruct the Security Trustee to disburse the Deposit for application of all Commitments to the Borrower in accordance with the instructions given in the Borrowing Notice (or such other instructions as may be subsequently agreed by the Borrower and the Agent with the Security Trustee in writing at least three Business Days prior to the date of disbursement). (e) If the actual Advance Date is a date falling after the Scheduled Advance Date, the Borrower shall pay interest hereunder to each Lender on the amount of its Deposit for the period from and including the Scheduled Advance Date to but excluding the earlier of (i) the actual Advance Date and (ii) the Cutoff Date (as defined below). For each Lender, such interest shall accrue on the amount of such Lender’s Deposit at the Fixed Interest Rate. Interest on the Deposits accrued pursuant to the preceding sentence shall (i) if accrued to the Advance Date, be paid on the first Payment Date and (ii) if accrued to the Cutoff Date, be paid to each Lender on such date. (f) If for any reason, other than the failure of any Lender to comply with the terms hereof, the Advance Date shall not have occurred on or prior to five (5) Business Days’ prior Days (or such longer period as agreed between the parties) after the Scheduled Advance Date or such earlier date as the Borrower shall specify (the “Cutoff Date”), then each Lender shall cancel, terminate or otherwise unwind its funding arrangements made to fund its Deposit on the Scheduled Advance Date and the Swap Transaction, and such Lender shall notify the Security Trustee thereof, and the Security Trustee shall return such Lender’s Deposit to such Lender. For purposes of Section 2.4(e), Deposit amounts returned to the requested Funding DateLenders in accordance with Section 2.4(e) shall not be considered paid or pre-paid on account of any Loan and may be re-borrowed in accordance herewith. (g) In the event of the occurrence of the events described in clause (f) above, which notice, if not withdrawn prior the Borrower agrees to the date which is two pay each Lender promptly (2but in any event within three (3) Business Days’ prior to such Funding Days of the Cutoff Date) (i) as compensation, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 any Swap Breakage Loss and Liquidity Breakage incurred in connection with the unwinding or liquidating of any deposits or funding or financing arrangement with its funding source and/or unwinding its Swap Transaction (or, if it being understood that in the Available Amount is less than such amountevent of a Swap Breakage Gain, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon amount will be paid by the applicable Lender to the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to (ii) without duplication of the making of such Loan have been satisfied (or waived amounts covered by the Lender in accordance with Section 10.01preceding clause (i), not later than 2:00 p.m. all reasonable out-of-pocket costs and expenses of the Agent (Washingtonincluding, D.C. timewithout limitation, reasonable legal costs and expenses) on incurred by the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions Agent as set forth in Section 2.03(c))7.5 hereof. (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

Procedure for Borrowing. (a) The Borrower may request a borrowing to Advances shall be made on any Business Day during as a single Borrowing and shall be made after irrevocable notice by the Commitment Period (each such date a “Funding Date”) by delivering Borrower to the Administrative Agent and Agent, given not later than 10:00 a.m. (New York time) on the Lender a third Business Day prior to the date of the proposed Borrowing. Such irrevocable notice of Borrowing (“Notice of Borrowing Borrowing”) shall be by telephone, confirmed immediately in writing, or facsimile, in substantially in the form of Exhibit B hereto, specifying therein (a “i) the requested date of such Borrowing, (ii) the requested aggregate amount of such Borrowing (which shall be in the amount of the aggregate Commitments), (iii) the use of proceeds in connection with such Borrowing and (iv) the Interest Period for such Borrowing. Upon receipt of such Notice of Borrowing”), appropriately completedthe Administrative Agent shall promptly notify the Lenders thereof by facsimile. Not later than 10:00 a.m. (New York time) on the date of such Borrowing, which each Lender shall make available to the Administrative Agent at its office specified in Schedule 8.2 its applicable portion of such Borrowing (determined ratably in accordance with the respective Commitments of the Lenders) in immediately available funds. Promptly upon the Administrative Agent’s receipt of such funds and the fulfillment or written waiver of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available directly to the Borrower. Notwithstanding the foregoing, upon the Effective Date, the Notice of Borrowing must be received no later than 2:00 p.m. (Washington, D.C. time) five (5) Business Days’ prior to the requested Funding Date, which notice, if not withdrawn prior to the date which is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereofdeemed delivered. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as follows: an amount equal a result of any failure to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from fulfill on or before the date specified in such Notice of Borrowing delivered the applicable conditions for the making of the Advances set forth in Article 4, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the Borrower has become irrevocable liquidation or reemployment of deposits or other funds acquired by such Lender to fund the date Advance to be made by such Lender as part of the Borrower defaults in making a borrowing pursuant to Borrowing requested under such Notice of BorrowingBorrowing when such Advance, divided by (B) three hundred sixty (360) daysas a result of such failure, multiplied by (iii) the amount is not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereundermade on such date.

Procedure for Borrowing. (a) The Borrower may request a borrowing to be made on any Business Day during shall give the Commitment Period Agent written notice (each such date a “Funding DateBorrowing Notice”) by delivering to of the Administrative Agent and the Lender a Notice of Borrowing substantially Advance Date which notice (i) shall be in the form of Exhibit B A hereto and (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing ii) must be received by the Agent prior to 6:00 p.m., New York time, at least two (2) Business Days prior to the requested Advance Date (the “Scheduled Advance Date”) or such shorter period as the Agent and the Lenders may agree. At the request of the Borrower, the Agent and the Lenders together with the Borrower shall perform a “dry run” simulation of the rate fixing procedure described in Section 2.5(b) at least ten (10) days (or such shorter period as agreed between the parties) prior to the currently Scheduled Advance Date with a view to providing an indication of the “fixed rate” for the Loan. (b) In order to facilitate the timely closing of the transactions contemplated hereby, the Borrower, by delivery of the Borrowing Notice to the Agent, irrevocably instructs the Lenders to: (A) wire transfer (for receipt by no later than 2:00 p.m. (Washington, D.C. 9:00 a.m. New York City time) on the Scheduled Advance Date its portion of the Commitment by the wiring of immediately available funds (reference: Atlas/TNT/ B777F) to an account of the Security Trustee held at Wilmington Trust Company and specified by the Security Trustee (the “Account”). The funds so paid by each Lender (the “Deposit”) into the Account are to be held by the Security Trustee on trust for account of such Lender. (c) If, for any reason, the Advance Date does not occur on the Scheduled Advance Date, (i) the Borrower shall, by no later than the close of business on the Scheduled Advance Date, transfer the Unwind Collateral to an account of the Security Trustee held at Wilmington Trust Company and specified by the Security Trustee (the “Unwind Collateral Account”) and (ii) the Deposit, and earnings thereon, will be, to the extent available, invested and reinvested by the Security Trustee at the sole direction, for the account, and at the risk of the Borrower, in an overnight deposit selected by the Security Trustee. Upon the Borrower’s oral (to be confirmed in writing) instructions, earnings on any such investments shall be applied to the Borrower’s payment obligations to each Lender to the extent of such earnings. (d) Upon the satisfaction (as determined by the Agent) of the conditions precedent set forth in Section 3, the Agent shall instruct the Security Trustee to disburse the Deposit for application of all Commitments to the Borrower in accordance with the instructions given in the Borrowing Notice (or such other instructions as may be subsequently agreed by the Borrower and the Agent with the Security Trustee in writing at least three Business Days prior to the date of disbursement). (e) If the actual Advance Date is a date falling after the Scheduled Advance Date, the Borrower shall pay interest hereunder to each Lender on the amount of its Deposit for the period from and including the Scheduled Advance Date to but excluding the earlier of (i) the actual Advance Date and (ii) the Cutoff Date (as defined below). For each Lender, such interest shall accrue on the amount of such Lender’s Deposit at the Fixed Interest Rate. Interest on the Deposits accrued pursuant to the preceding sentence shall (i) if accrued to the Advance Date, be paid on the first Payment Date and (ii) if accrued to the Cutoff Date, be paid to each Lender on such date. (f) If for any reason, other than the failure of any Lender to comply with the terms hereof, the Advance Date shall not have occurred on or prior to five (5) Business Days’ prior Days (or such longer period as agreed between the parties) after the Scheduled Advance Date or such earlier date as the Borrower shall specify (the “Cutoff Date”), then each Lender shall cancel, terminate or otherwise unwind its funding arrangements made to fund its Deposit on the Scheduled Advance Date and the Swap Transaction, and such Lender shall notify the Security Trustee thereof, and the Security Trustee shall return such Lender’s Deposit to such Lender. For purposes of Section 2.4(e), Deposit amounts returned to the requested Funding DateLenders in accordance with Section 2.4(e) shall not be considered paid or pre-paid on account of any Loan and may be re-borrowed in accordance herewith. (g) In the event of the occurrence of the events described in clause (f) above, which notice, if not withdrawn prior the Borrower agrees to the date which is two pay each Lender (2other than Invest Bank plc (“Investec”)) promptly (but in any event within three (3) Business Days’ prior to such Funding Days of the Cutoff Date) (i) as compensation, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 any Swap Breakage Loss and Liquidity Breakage incurred in connection with the unwinding or liquidating of any deposits or funding or financing arrangement with its funding source and/or unwinding its Swap Transaction (or, if it being understood that in the Available Amount is less than such amountevent of a Swap Breakage Gain, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon amount will be paid by the applicable Lender to the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to (ii) without duplication of the making of such Loan have been satisfied (or waived amounts covered by the Lender in accordance with Section 10.01preceding clause (i), not later than 2:00 p.m. all reasonable out-of-pocket costs and expenses of the Agent (Washingtonincluding, D.C. timewithout limitation, reasonable legal costs and expenses) on incurred by the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions Agent as set forth in Section 2.03(c)). 7.5 hereof. In addition, in the event of the occurrence of the events described in clause (cf) The Borrower hereby directs above, the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses pay Investec promptly (as calculated pursuant to the next succeeding sentencebut in any event within three (3) that the Lender incurs as a consequence of a failure Business Days of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated Cutoff Date) as follows: compensation, an amount equal to any Swap Breakage Loss and all losses (but excluding loss of profit) incurred by Investec in liquidating or unwinding funds on a day other than the product last day of (i) the sum of (A) the weighted average cost (as determined an Interest Period which were acquired by the Lender in Investec to fund its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment portion of the Loans and all other amounts payable hereunderLoan.

Procedure for Borrowing. (ai) The Borrower may request a borrowing to Each Borrowing shall be made on upon any Business Day during Borrower’s irrevocable written notice delivered to Agent in the Commitment Period (each such date a “Funding Date”) by delivering to the Administrative Agent and the Lender form of a Notice of Borrowing substantially in the form of attached hereto as Exhibit B (a “Notice of BorrowingA”), appropriately completed, which Notice of Borrowing notice must be received no later than 2:00 p.m. by Agent prior to 11:00 a.m. (WashingtonNew York, D.C. New York time) five (5i) three Business Days’ Days prior to the requested Funding Date, which notice, if not withdrawn prior to in the date which is two case of LIBOR Revolving Loans and (2ii) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not no later than 2:00 p.m. 11:00 a.m. (WashingtonNew York, D.C. New York time) on the requested Funding Date, in the Lender shall make the proceeds case of such Loan available to the Borrower in immediately available fundsBase Rate Revolving Loans, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)).specifying: (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost amount of the Borrowing (as determined by which, in the Lender case of a Borrowing of LIBOR Revolving Loans, shall be in its sole discretion) an amount not less than $5,000,000.00 or in an amount that is in an integral multiple of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus $1,000,000.00 in excess thereof); (B) 1.00%the requested Funding Date, multiplied by which shall be a Business Day; (C) whether the Revolving Loans requested are to be Base Rate Revolving Loans or LIBOR Revolving Loans (and if not specified, it shall be deemed a request for Base Rate Revolving Loans); and (D) the duration of the Interest Period if the requested Revolving Loans are to be LIBOR Revolving Loans. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of LIBOR Revolving Loans, such Interest Period shall be three months. (ii) After giving effect to any Borrowing, there may not be more than five (5) different Interest Periods in effect. (iii) With respect to any request for Base Rate Revolving Loans, in lieu of delivering the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such above-described Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the a Borrower may give Agent telephonic notice of such request by the Lender required time, with such telephonic notice to be confirmed in writing within 24 hours of the giving of such notice but Agent shall be conclusive entitled to rely on the telephonic notice in making such Revolving Loans, regardless of whether any such confirmation is received by Agent. (iv) No Borrower shall have the absence right to request a LIBOR Revolving Loan while an Event of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement Default has occurred and the payment of the Loans and all other amounts payable hereunderis continuing.

Procedure for Borrowing. (a) The At any time and from time to time, Borrower may request a borrowing to be made on any Business Day during the Commitment Period (each such date a “Funding Date”) by delivering deliver to the Administrative Agent and the Lender a an executed Notice of Borrowing substantially and Pledge no later than 4:00 p.m. two (2) Business Days prior to the proposed Funding Date to be set forth in the form of Exhibit B (a “such Notice of BorrowingBorrowing and Pledge (the “Applicable Funding Date”), appropriately completed, which Notice of Borrowing must and Pledge shall specify the proposed Funding Date and requested Advance amount (which shall, in all events, be received no later than 2:00 p.m. (Washington, D.C. time) five (5) Business Days’ prior to the requested Funding Date, which notice, if not withdrawn prior to the date which is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount at least equal to $5,000,000 (or, if the Available Amount 1,000,000 on each day that an Advance is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereofmade). (b) Upon The following items shall accompany the Notice of Borrowing and Pledge delivered in accordance with subsection (a) above, and in accordance with the timing requirements, set forth in below: (1) the Underwriting Package for each Eligible Asset to be financed on the Applicable Funding Date, (2) with respect to Eligible Assets with an Outstanding Principal Amount in excess of $100,000, deliver to Administrative Agent Borrower’s request for a borrowing pursuant underwriting file, (3) specify in the Notice of Borrowing and Pledge which Eligible Asset Owner(s) will acquire the Eligible Assets that will be financed with the Advance, and (4) certify that, with respect to Section 2.03(athe proposed Eligible Assets, the representations and warranties set forth in Exhibit A are true and correct and the Eligibility Criteria are satisfied (or specify which of the representations and warranties set forth in Exhibit A, as applicable, Borrower will be unable to make (if any), and assuming which of the Eligibility Criteria, if any, the proposed Eligible Assets do not satisfy), (ii) a schedule of all conditions precedent Eligible Assets to be included in the making Borrowing Base as of such Loan have been satisfied the Applicable Funding Date (including the Eligible Assets to be financed thereon), and (iii) a calculation of the Borrowing Base as of the Applicable Funding Date (including the Eligible Assets to be financed thereon), as calculated by Administrative Agent. Each item to be delivered to Administrative Agent pursuant to this Section 2.03(a) or waived by the Lender Section 2.03(b) shall be delivered in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))terms specified herein. (c) The Borrower hereby directs Following receipt of an executed Notice of Borrowing and Pledge, Administrative Agent shall deliver a notice to Lenders confirming whether all conditions precedent set forth in Section 5.02 have been met, and if such conditions are so confirmed, each Lender shall make each Advance to be made by it hereunder on the Lender to send the proceeds of all Loans (i) requested Funding Date thereof by wire transfer of immediately available funds to the account specified Borrower’s Operating Account on Schedule A or (ii) prior to 4:30 p.m. on such other account as shall be designated by the Borrower in a Notice of BorrowingFunding Date. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) For sake of clarity, a Tax Lien that the Lender incurs as was previously a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered Disqualified Tax Lien may be included in a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: and Pledge if such Tax Lien subsequently becomes an amount equal Eligible Asset. (e) Notwithstanding anything to the product contrary set forth in this Section 2.03, for purposes of the Advances funded on the Effective Date, the Administrative Agent shall have received, not less than one (i1) Business Day prior to the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) daysEffective Date, plus (B) 1.00%from Borrower, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such an executed Notice of Borrowing delivered by and Pledge together with the Borrower has become irrevocable to the date the Borrower defaults other items noted in making a borrowing pursuant to such Notice of Borrowing, divided by (BSection 2.03(b) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunderabove.

Procedure for Borrowing. (ai) The Borrower may request a borrowing to Each Borrowing shall be made on any Business Day during upon the Commitment Period (each such date a “Funding Date”) by delivering Parent's irrevocable written notice delivered to the Administrative Agent and Bank in the Lender form of a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing notice must be received no later than 2:00 p.m. by the Bank prior to 11:00 a.m. (Washington, D.C. Chicago time) five (51) two Business Days’ Days prior to the requested Funding Date, which notice, if not withdrawn prior to in the date which is two case of IBOR Rate Loans and (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, in the Lender shall make the proceeds case of such Loan available to the Borrower in immediately available fundsBase Rate Loans, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)).specifying: (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by amount of the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus requested Borrowing; (B) 1.00%the requested Funding Date, multiplied by which shall be a Business Day; (C) whether the Revolving Loans requested are to be Base Rate Revolving Loans or IBOR Revolving Loans; (D) the duration of the Interest Period (one, two, three or six months) if the requested Revolving Loans are to be IBOR Revolving Loans. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of IBOR Rate Loans, such Interest Period shall be one month; and (E) the aggregate principal amount of such Borrowing attributable to each Borrower. (ii) After giving effect to any Borrowing, there may not be more than five (5) different Interest Periods in effect. (iii) With respect to any request for Base Rate Revolving Loans, in lieu of delivering the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such above-described Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to Parent may give the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower Bank telephonic notice of such request by the Lender required time, with such telephonic notice to be confirmed in writing within 24 hours of the giving of such notice but the Bank shall be conclusive entitled to rely on the telephonic notice in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereundermaking such Revolving Loans.

Procedure for Borrowing. (a) The Borrower may request borrow under the Commitment during the Commitment Period on any Business Day; provided, that the Borrower shall deliver to the Lender a written notice (a "Borrowing Notice") which must (i) specify the date on which such borrowing is to be made (the "Borrowing Date"), the amount to be borrowed from the Lender on such Borrowing Date (the "Borrowing Amount"), and the bank account and other pertinent wire transfer instructions of the Borrower to which such borrowing is to be deposited by the Lender (the "Borrower's Bank Account"), (ii) certify that all applicable conditions to such borrowing hereunder have been satisfied and (iii) be received by the Lender prior to 1:00 p.m., New York City time, one Business Day prior to such Borrowing Date or, in the case of a Loan to be made on any Business Day during the Commitment Period Effective Date, on or before the Borrowing Date. (b) On each such date Borrowing Date set forth in a “Funding Date”) by delivering Borrowing Notice, the Lender will make a Loan to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. (Washington, D.C. time) five (5) Business Days’ prior to the requested Funding Date, which notice, if not withdrawn prior to the date which is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be Borrower in an amount equal to $5,000,000 the lesser of (or, if i) the Borrowing Amount set forth in such Borrowing Notice and (ii) the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the Commitment by making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Loan thereof available to the Borrower in immediately available fundsfunds in Dollars not later than 4:00 p.m., via wire transfer (pursuant New York City time, on such Borrowing Date to the wire transfer instructions set forth in Section 2.03(c))Borrower's Bank Account. (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

Procedure for Borrowing. (a) The Borrower may request a borrowing to Each Borrowing shall be made on any Business Day during upon the Commitment Period (each such date a “Funding Date”) by delivering Borrower’s irrevocable notice to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completedAgent, which Notice of Borrowing may be given by telephone. Each such notice must be received no later than 2:00 p.m. by the Agent prior to 11:00 a.m. (Washington, D.C. Eastern time) five (5i) three Business Days’ Days prior to the requested Funding Borrowing Date, which noticein the case of LIBOR Rate Loans, and (ii) on the requested Borrowing Date, in the case of Base Rate Loans) (provided, however, that if the Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Agent not withdrawn later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, whereupon the Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them and not later than 11:00 a.m., three Business Days before the requested date of such Borrowing, the Agent shall notify the Borrower (which is two (2notice may be by telephone) Business Days’ prior whether or not the requested Interest Period has been consented to such Funding Date, shall thereafter become irrevocableby all the Lenders). Each Loan telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery to the Agent of a written Notice of Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower. Each Notice of Borrowing shall specify: (A) the amount of such Borrowing, which shall (unless such Borrowing is being requested (or deemed to be in requested) pursuant to Section 2.06(b) or 3.03(b)) be an amount equal to not less than $5,000,000 (or, if in the Available Amount is less than such amount, such lesser amountcase of a LIBOR Rate Loan) or a whole multiple of $1,000,000 in excess thereof, or $500,000 (in the case of a Base Rate Loan) or a whole multiple of $100,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Class and Type of Loans comprising such Borrowing (and if the Borrower fails to specify a Type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as Base Rate Loans); and (D) with respect to LIBOR Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice (and, if a Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing of LIBOR Rate Loans, such Interest Period shall be one month). (b) Upon The Agent will promptly notify each applicable Lender of its receipt of any Notice of Borrowing and (i) in respect of Borrowings of any Class of Term Loans, the Borroweramount of each applicable Term Lender’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making pro rata share of such Loan have been satisfied Borrowing (or waived by based on its Commitment for the Lender applicable Class of Term Loans) and (ii) in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Daterespect of Borrowings of Revolving Loans, the Lender shall make the proceeds amount of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))Lender’s Revolving Percentage of such Borrowing. (c) Each Lender will make the amount of its applicable share of each Borrowing available to the Agent for the account of the Borrower at the Agent’s Payment Office by 1:00 p.m. (Eastern time) on the Borrowing Date in funds immediately available to the Agent. The Borrower hereby directs the Lender to send the proceeds of all such Loans (i) by wire transfer will then be made available to the account specified on Schedule A or (ii) to such other account as shall be designated Borrower by the Agent at such office by crediting the account of the Borrower in a Notice on the books of BorrowingBank of America with the aggregate of the amounts made available to the Agent by the Lenders. (d) After giving effect to any Borrowing there may not be more than 10 different Interest Periods in effect. (e) The Borrower hereby authorizes the Lenders and the Agent to accept Notices of Borrowing based on telephonic notices made by any person or persons the Agent or any Lender in good faith believes to be acting on behalf of the Borrower. The Borrower agrees to compensate the Lender for the losses (as calculated pursuant deliver promptly to the next succeeding sentence) that Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an authorized designee. If the Lender incurs as a consequence of a failure written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Borrower to make a borrowing of Loans of Agent and the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses Lenders shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of govern absent manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

Procedure for Borrowing. (a) The Borrower may request a borrowing to be made on any Business Day during the Commitment Period (each such date a “Funding Date”) by delivering a. Subject to the Administrative Agent terms and conditions and in reliance upon the representations and warranties set forth in this Credit Agreement, Lender a Notice of Borrowing substantially shall make the following Loans to Borrower in accordance with the form of Exhibit B following schedule: (a i) On October 15, 2014 (the “Notice of BorrowingInitial Loan Date”), appropriately completedLender made a Loan to Borrower in the amount of Four Hundred Thirty One Million Eight Hundred Thousand and No Dollars ($431,800,000.00) (such Loan amount, which Notice of Borrowing must be received no later than 2:00 p.m. (Washingtonthe “Initial Loan Amount”), D.C. time) five (5) Business Days’ prior via direct payment to the requested Funding Date, which notice, if not withdrawn prior FCC on behalf of the Borrower in accordance with FCC Rules enabling Borrower to become eligible to participate in the Auction. (ii) On the date which is that was two (2) Business Days’ Days prior to such Funding the date (the “Down Payment Date”) on which Borrower was required to submit sufficient funds to bring its total amount of money on deposit with the FCC to twenty percent (20%) of the aggregate amount of Borrower’s net winning bids (the “Down Payment Amount”), shall thereafter become irrevocable. Each Lender made a Loan shall be to Borrower in an amount equal to $5,000,000 the following formula (orto the extent such sum was greater than zero): (A) the Down Payment Amount, if plus (B) the Available Amount is aggregate amount of any bid withdrawal payment obligations incurred by Borrower in the Auction, less than such amount(C) the Required Capital Contributions, such lesser amountless (D) or a whole multiple the Initial Loan Amount, via direct payment to the FCC on behalf of $1,000,000 in excess thereofthe Borrower. (biii) Upon On the Borrower’s request for a borrowing pursuant date that was two (2) Business Days prior to Section 2.03(athe date on which Borrower was required to submit the then remaining balance of the aggregate amount of its net winning bids to the FCC (the “Balance Amount”), and assuming all conditions precedent Lender made a Loan to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of following formula (i) to the sum of extent such amount was greater than zero): (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) daysBalance Amount, plus less (B) 1.00%the Required Capital Contributions to the extent that the Required Capital Contributions were not expended in full in making the payment set forth in Section 2.2(a)(ii) (the “Winning Bidder Balance Amount Loan”), multiplied via direct payment to the FCC on behalf of the Borrower. (iv) On the date on which Borrower is required to submit such Additional FCC Amount to the FCC, Lender or DISH Network Corporation (“DISH”) (solely in the event that DISH is obligated to pay the Additional FCC Amount pursuant to the Guaranty made by DISH in favor of the FCC on October 1, 2015 (iithe “Guaranty”)) shall transfer immediately available funds, directly to the quotient FCC in a principal amount equal to the Additional FCC Amount, which will be deemed to be a Loan by Lender to Borrower in a principal amount equal to the Additional FCC Amount. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. (Av) In the number event that: (a) an FCC Deficiency Payment is due and owing to the FCC; and (b) as of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable payment is due and owing to the FCC, neither Borrower nor a Borrower Subsidiary has previously consummated, or has currently entered into, a contract to sell, assign or otherwise transfer (other than to a Borrower Subsidiary in accordance with Section 6.14(a) of this Credit Agreement) any of the Licenses for which Borrower is the Winning Bidder (other than those Licenses with respect to which Borrower will not be paying the gross winning bid amounts and with respect to which Borrower therefore understands that it will be deemed to have defaulted, pursuant to the letters exchanged between Borrower and the FCC Wireless Bureau) (the “Remaining Licenses”), then on the date on which Borrower is required to submit such due and owing FCC Deficiency Payment to the Borrower defaults in FCC, notwithstanding the conditions precedent to making a borrowing Loan set forth in Section 2.4, Lender or DISH (solely in the event that DISH is obligated to make the FCC Deficiency Payment pursuant to such Notice of Borrowing, divided by (Bthe Guaranty) three hundred sixty (360) days, multiplied by (iii) shall transfer immediately available funds directly to the FCC in a principal amount equal to the amount not so borrowed. A certificate as of such due and owing FCC Deficiency Payment, which will be deemed to be a Loan to Borrower (each, an “FCC Deficiency Payment Amount Loan”). (vi) In the amounts payable event that Borrower or a Borrower Subsidiary enters into any contract to sell, assign or otherwise transfer any of the Remaining Licenses pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment 6.3 of the Loans and all other amounts payable hereunder.LLC Agreement or Section 3.1

Procedure for Borrowing. (a) The Borrower may request a borrowing to Each Borrowing shall be made on any Business Day during upon the Commitment Period (each such date a “Funding Date”) by delivering applicable Borrower’s irrevocable notice delivered to the Administrative Agent and in the Lender form of a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing notice must be received no later than 2:00 p.m. by the Agent prior to 11:00 a.m. (Washington, D.C. local time) five (5i) two Business Days’ Days prior to the requested Funding Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars, (ii) four Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in a currency specified in the definition of “Offshore Currency” on the Effective Date, (iii) the number of Business Days determined by the Agent to be customary for its syndicated credit facilities, if such Offshore Rate Loans are to be denominated in a currency not covered by the preceding clause (ii), and (iv) on the requested Borrowing Date, in the case of Base Rate Loans), specifying: (A) the amount of such Borrowing, which shall (unless such Borrowing is being requested (or deemed to be requested) pursuant to Section 2.06(b) or 3.03(b)) be (1) a Dollar Equivalent amount not less than $5,000,000 (or such lesser amount agreed to by the Agent), and (2) a higher integral multiple of 500,000 units of the Applicable Currency; (B) the requested Borrowing Date, which noticeshall be a Business Day; (C) the Class and Type of Loans comprising such Borrowing; (D) with respect to Offshore Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice (and, if not withdrawn prior a Notice of Borrowing fails to specify the date which is two (2) Business Days’ prior to duration of the Interest Period for any Borrowing of Offshore Rate Loans, such Funding Date, shall thereafter become irrevocable. Each Loan Interest Period shall be in an amount equal one month); (E) with respect to $5,000,000 Offshore Rate Loans, the Applicable Currency for such Borrowing; and (or, if F) the Available Amount is less than identity of the Borrower requesting such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereofBorrowing. (b) Upon The Agent will promptly notify each applicable Lender of its receipt of any Notice of Borrowing and (i) in respect of Borrowings of any Class of Term Loans, the Borroweramount of each applicable Term Lender’s request for a borrowing pursuant Term Percentage of such Borrowing, and (ii) in respect of Borrowings of Revolving Loans (other than Offshore Rate Loans to the extent covered by Section 2.03(a2.08), and assuming all conditions precedent to (A) the making amount of such Loan have been satisfied Lender’s Revolving Percentage of such Borrowing, and (or waived B) if such Borrowing is in an Offshore Currency, the aggregate Dollar Equivalent amount of such Borrowing and the applicable Spot Rate used by the Lender Agent to determine such aggregate Dollar Equivalent amount. The Agent shall also give the Company prompt notice of the matters referred to in accordance with Section 10.01), not later than 2:00 p.m. clause (Washington, D.C. timeii)(B) on of the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))preceding sentence. (c) Each Lender will make the amount of its Applicable Percentage of each Borrowing available to the Agent for the account of the applicable Borrower at the Agent’s Payment Office by 1:00 p.m. (local time) on the Borrowing Date and in the Applicable Currency requested by such Borrower in Same Day Funds to the Agent. The Borrower hereby directs the Lender to send the proceeds of all such Loans (i) by wire transfer will then be made available to the account specified on Schedule A or (ii) to such other account as shall be designated applicable Borrower by the Agent at such office by crediting the account of such Borrower on the books of Bank of America with the aggregate of the amounts made available to the Agent by the Lenders and in a Notice of Borrowinglike funds as and when received by the Agent. (d) The After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than 15 different Interest Periods in effect. (e) Each Borrower hereby authorizes the Lenders and the Agent to accept Notices of Borrowing based on telephonic notices made by any person or persons the Agent or any Lender in good faith believes to be acting on behalf of such ▇▇▇▇▇▇▇▇. Each Borrower agrees to compensate deliver promptly to the Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an authorized designee of such Borrower. If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Agent and the Lenders shall govern absent manifest error. (f) Notwithstanding anything to the contrary in this Agreement, any Lender for may exchange, continue or rollover all or the losses (as calculated portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined cashless settlement mechanism approved by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over Company, the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date Agent and such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunderLender.

Procedure for Borrowing. (ai) The Borrower may request a borrowing to Each Borrowing shall be made on any Business Day during the Commitment Period (each such date upon a “Funding Date”) by delivering Borrower’s irrevocable written notice delivered to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of a notice of borrowing in the form attached hereto as Exhibit B C (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. by the Administrative Agent prior to 12:00 noon (WashingtonNew York, D.C. New York time) five (5y) three (3) Business Days’ Days prior to the requested Funding Date, which notice, if not withdrawn prior to Date in the date which is two case of a LIBO Rate Revolving Loan and (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. timez) on the requested Funding Date, in the Lender case of a Base Rate Revolving Loan, specifying: (A) the amount of the Borrowing, which, if a LIBO Rate Revolving Loan, shall make be in an amount that is not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof and if a Base Rate Revolving Loan, shall be in an amount that is not less than $25,000 or an integral multiple of $25,000 in excess thereof; (B) the requested Funding Date, which shall be a Business Day; (C) whether the Revolving Loan requested is to be a Base Rate Revolving Loan or a LIBO Rate Revolving Loan; provided that if such Borrower fails to specify whether any Revolving Loan is to be a Base Rate Revolving Loan or a LIBO Rate Revolving Loan, such request shall be deemed a request for a Base Rate Revolving Loan; (D) the duration of the Interest Period if the requested Revolving Loan is to be a LIBO Rate Revolving Loan; provided that if the Borrower fails to select the duration of the Interest Period with respect to any requested LIBO Rate Revolving Loan, the Borrower shall be deemed to have requested such Revolving Loan be made as a LIBO Rate Revolving Loan with an Interest Period of one month in duration; and (E) the account (as reasonably acceptable to the Administrative Agent pursuant to Section 2.2(c)) to which the proceeds of such Loan available Borrowing are to the Borrower in immediately available fundsbe deposited, via wire transfer (pursuant to the or wire transfer instructions set forth in Section 2.03(c))reasonably satisfactory to the Administrative Agent with respect to any Borrowing which is permitted to be funded directly to any Person other than a Borrower. Notwithstanding the foregoing, there shall not be outstanding at any time more than eight (8) different LIBO Rate Revolving Loans. (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) With respect to such other account as shall be designated by any request for Base Rate Revolving Loans, in lieu of delivering the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such above described Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) a Borrower may give the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower Administrative Agent telephonic notice of such request by the Lender required time, with such telephonic notice to be confirmed in writing no later than the Business Day following the giving of such telephonic notice but the Administrative Agent at all times shall be conclusive entitled to rely on such telephonic notice in making such Revolving Loans, regardless of whether any such confirmation is received by the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunderAdministrative Agent.

Procedure for Borrowing. (a) The Borrower may request a borrowing to Each Borrowing shall be made on any Business Day during upon the Commitment Period (each such date a “Funding Date”) by delivering Borrower's irrevocable written notice delivered to the Administrative Post-Petition Agent and in the Lender form of a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing notice must be received no later than 2:00 p.m. by the Post-Petition Agent prior to 8:30 a.m. (Washington, D.C. New York time) five (5) three Business Days’ Days prior to the requested Funding Borrowing Date: (A) the amount of the Borrowing, which notice, if not withdrawn prior to the date which is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an aggregate amount equal not less than the Minimum Amount; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; and (D) in the case of a Borrowing comprised of Offshore Rate Loans, the duration of the Interest Period applicable to $5,000,000 (orsuch Loans included in such notice, provided that if the Available Amount is less than such amountNotice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such lesser amount) or a whole multiple of $1,000,000 in excess thereofInterest Period shall be one month. (b) Upon receipt of the Borrower’s request for a borrowing pursuant to Section 2.03(a)Notice of Borrowing, the Post-Petition Agent will promptly notify each Lender thereof and assuming all conditions precedent to of the making amount of such Loan have been satisfied (or waived by Tranche C Lender's Tranche C Pro Rata Share of the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))Borrowing. (c) The Borrower hereby directs Each Tranche C Lender will make the Lender to send the proceeds amount of all Loans (i) by wire transfer its Tranche C Pro Rata Share of each Borrowing available to the Post-Petition Agent for the account specified of the Borrower, at the Post-Petition Agent's Payment Office on Schedule A or (ii) to such other account as shall be designated the Borrowing Date requested by the Borrower in a Notice Same Day Funds by 11:00 a.m. (New York time). The proceeds of Borrowingall such Tranche C Loans will then be made available to the Borrower by the Post-Petition Agent by wire transfer in accordance with written instructions provided to the Post-Petition Agent by the Borrower of like funds as received by the Post-Petition Agent; provided that the Post-Petition Agent shall disburse such funds as it has received from the Tranche C Lenders to the Borrower, no later then 1:00 p.m. (New York time). (d) The Borrower agrees After giving effect to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable any Borrowing, there may not be more than six different Interest Periods in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender effect in its sole discretion) respect of all nominal marketable Indebtedness issued by UST over the preceding thirty Tranche C Loans together then outstanding. (30e) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable After giving effect to the date the Borrower defaults in making a borrowing pursuant to such Notice of any Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount of Tranche C Loans so made on any date shall not so borrowed. A certificate as to exceed the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereundercombined Tranche C Commitments on such date.

Procedure for Borrowing. (a) The Borrower may request a borrowing Each Advance, each continuation and (to the extent applicable herein) each conversion of Term Loans shall be made on upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Notice of Borrowing; provided that any Business Day during the Commitment Period (each such date a “Funding Date”) telephonic notice must be confirmed immediately by delivering delivery to the Administrative Agent and the Lender of a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which . Each such Notice of Borrowing must be received no by the Administrative Agent not later than 2:00 p.m. (Washington, D.C. time) five (5) 11:00 a.m. three Business Days’ Days prior to the requested Funding Datedate of any Advance or continuation (or, which notice, if not withdrawn prior to the date which is two (2extent applicable and permitted herein, conversion) Business Days’ prior to such Funding Date, shall thereafter become irrevocableof Term Loans. Each Loan Advance or continuation (or, to the extent applicable and permitted herein, conversion) of Term Loans shall be in an a principal amount equal to of $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereofthereof (unless otherwise agreed by the Administrative Agent, and except any advance of a Term A-2 Loan may equal the cash consideration for the Specified Acquisition to be funded with such Advance (subject to the cap therefor set forth in Section 5.3 for such Specified Acquisition)). Each Notice of Borrowing shall specify (i) whether the Borrower is requesting an Advance, a continuation or (to the extent permitted hereunder) any conversion of Term Loans, (ii) the requested date of the Advance, continuation or conversion, as the case may be (which shall be a Business Day), (iii) the principal amount of Term Loans to be borrowed, continued or converted, (iv) the duration of the Interest Period with respect thereto and (v) the Facility for such Advance (Term A-1 Facility or Term A-2 Facility). If the Borrower fails to give a timely notice requesting a continuation of Term Loans from one Interest Period to another, then the applicable Term Loans shall be continued as Term Loans with an Interest Period of one month. If the Borrower requests an Advance or continuation of Term Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Notice of Borrowing that fails to specify the Facility shall be required to be honored by the Administrative Agent. For the avoidance of doubt, the only conversions of Term Loans permitted hereunder will be (x) the conversion of Base Rate Loans permitted or required to be outstanding pursuant to any of Sections 2.3, 3.5 or 3.6 to Term Loans bearing interest at the Eurodollar Rate at a time when the circumstance that gave rise to such Base Rate Loans being outstanding cease to exist and (y) the automatic conversion of Term Loans bearing interest at the Eurodollar Rate to Base Rate Loans pursuant to this Agreement. (b) Upon Following receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each applicable Lender of the amount of its Applicable Percentage of the applicable Facility and Term Loans, and if no timely notice of a continuation is provided by the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Administrative Agent shall notify each applicable Lender of the details of any automatic continuation with a one-month Interest Period described in the preceding clause. In the case of an Advance, each applicable Lender shall make the proceeds amount of its applicable Term Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Notice of Borrowing. Upon satisfaction of the applicable conditions set forth in Section 5.2 (and, if such Loan Advance is the initial Advance, Section 5.1), the Administrative Agent shall make all funds so received available to the Borrower in immediately available like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, via wire transfer in each case in accordance with instructions provided to (pursuant to and reasonably acceptable to) the wire transfer instructions set forth in Section 2.03(c))Administrative Agent by the Borrower. (c) The Borrower hereby directs Except as otherwise provided herein, a Term Loan may be continued only on the Lender last day of an Interest Period for such Term Loan. During the existence of a Default, no Term Loans may be requested as Term Loans based on the Eurodollar Rate without the consent of the Required Lenders. If any Default exists as of the last day of any Interest Period with respect to send any Term Loan, such Term Loan shall automatically be continued as a Term Loan based on the proceeds Eurodollar Rate with an Interest Period of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowingone month. (d) The Administrative Agent shall promptly notify the Borrower agrees and the Lenders of the interest rate applicable to compensate the Lender any Interest Period for the losses Term Loans upon determination of such interest rate. (as calculated pursuant e) After giving effect to all Advances and all continuations of Term Loans, there shall not be more than ten Interest Periods in effect with respect to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunderTerm Loans.

Procedure for Borrowing. (a) The Borrower may request an Advance (or, during the Term Period, a borrowing to be made disbursement of funds from the Collateral Advance Account) hereunder, on any Business Day during the Commitment Period (each such date a “Funding period from and including the Effective Date to but excluding the Termination Date”) , by delivering to the Administrative Agent and each Managing Agent, with a copy to the Lender Custodian, a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”)and Pledge, appropriately completedcompleted and executed by a Responsible Officer of the Borrower, which Notice of Borrowing and Pledge must be received no later than 2:00 p.m. by the Administrative Agent and each Managing Agent, with a copy to the Custodian, prior to 3:00 p.m., New York City time, one (Washington, D.C. time) five (51) Business Days’ Day prior to the requested Funding Date; provided, which noticethat the Borrower shall not request more than two Advances (or, if not withdrawn prior during the Term Period, a disbursement of funds from the Collateral Advance Account) for any calendar week. Such Notice of Borrowing and Pledge shall (i) attach a schedule identifying the Eligible Medallion Loans that the Borrower proposes to pledge to the date which is two Administrative Agent and to be included in the Borrowing Base in connection with such Advance (2or, during the Term Period, such disbursement of funds from the Collateral Advance Account), (ii) Business Days’ prior contain the amount of the Advance (or, during the Term Period, the disbursement of funds from the Collateral Advance Account) requested to be made on such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amountiii) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on specify the requested Funding Date, (iv) include certification from a Responsible Officer of the Lender shall make the proceeds of such Loan available Borrower (A) as to the Borrower satisfaction of all of the matters referred to in immediately available fundsSections 5.02 (a), via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)). b) and (c) The Borrower hereby directs the Lender to send the proceeds of all Loans hereof, (iB) by wire transfer to the account specified on Schedule A or (ii) to such other account that, as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount Funding Date with respect to each Eligible Medallion Loan listed in the Notice of Borrowing and Pledge after giving effect to the requested increase (1) the Custodian shall have (A) received the Medallion Loan File with respect to each such Eligible Medallion Loan and (B) sent a “Trust Receipt” (as defined in the Custodial Agreement) to the Administrative Agent for each such Eligible Medallion Loan included in the calculation of the Borrowing Base, or (2) such Eligible Medallion Loan is a Wet Loan and the Borrower has delivered acquired such Wet Loan, (v) attach a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost “Wet Loan Schedule” (as determined defined in the Servicing Agreement) as of the requested Funding Date, and (vi) contain (by attachment) such other information reasonably requested by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over Administrative Agent, the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) Managing Agents or the quotient of (A) the number of days constituting the period Lenders from the date such Notice of Borrowing delivered by the Borrower has become irrevocable time to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereundertime.

Procedure for Borrowing. (a) The Borrower may shall request a the borrowing to be made on any Business Day during the Commitment Period (each such date a “Funding Date”) of Loans by delivering to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which Notice specifies: (i) The aggregate amount of Borrowing must the Loans to be received no later than 2:00 p.m. (Washington, D.C. time) five (5) Business Days’ prior to the requested Funding Dateborrowed, which noticeamount of such Loans shall not exceed the Total Commitments; (ii) The proposed date of such borrowing, if not withdrawn prior to the date which is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 the Closing Date; and (oriii) In the case of Eurodollar Loans, if the Available Amount is less than such amountlength of the Interest Period therefor, such lesser amount) or a whole multiple of $1,000,000 in excess thereofwhich shall be one month. (b) Borrower shall so deliver the Notice of Borrowing to Administrative Agent so as to provide at least three Business Days' notice or such shorter period as the Administrative Agent may otherwise agree to. The Notice of Borrowing shall be irrevocable. Upon receipt of the Notice of Borrowing from the Borrower’s request for a , the Administrative Agent shall promptly notify each Lender thereof. Each such Lender will make the amount of its pro rata share of each borrowing pursuant available to the Administrative Agent at the Funding Office prior to 10:00 A.M., New York City time, on the Closing Date in funds immediately available to the Administrative Agent. Such borrowing will then, upon satisfaction or waiver of the conditions precedent specified in Section 2.03(a)4, be made available by the Administrative Agent, in like funds as received by the Administrative Agent from the Lenders, and assuming all conditions precedent deposited into the appropriate Accounts and made available to the making Borrower as specified in Section 3.11 and in such Notice of such Loan have been satisfied (or waived Borrowing, to be applied by the Lender Borrower in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))5.8. (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower permitted to make a only one borrowing of Loans of which shall occur on the requested amount Closing Date. Any Commitment remaining after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunderon the Closing Date (to the extent that the borrowing of Loans on the Closing Date is for an amount less that the Total Commitments) shall irrevocably expire without right of reinstatement after such borrowing.

Procedure for Borrowing. (a) The Borrower may request a borrowing to be made on any Business Day during the Commitment Period (each such date a “Funding Date”) by delivering a. Subject to the Administrative Agent terms and conditions and in reliance upon the representations and warranties set forth in this Credit Agreement, Lender a Notice of Borrowing substantially shall make the following Loans to Borrower in accordance with the form of Exhibit B following schedule: (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. (Washington, D.C. timei) five (5) Business Days’ prior to the requested Funding Date, which notice, if not withdrawn On or prior to the date (the “Initial Loan Date”) on which Borrower is required under FCC Rules to make an upfront payment to become eligible to participate in the Auction, Lender shall make a Loan to Borrower in the amount of Three Hundred Fifty Million Two Hundred Thousand and No Dollars ($350,200,000.00) (such Loan amount, the “Initial Loan Amount”), all of which Borrower shall timely pay to the FCC in accordance with FCC Rules to become eligible to participate in the Auction. (ii) In the event that Borrower is a Winning Bidder, then on the date that is two (2) Business Days’ Days prior to such Funding the date (the “Down Payment Date”) on which Borrower is required to submit sufficient funds to bring its total amount of money on deposit with the FCC to twenty percent (20%) of the aggregate amount of Borrower’s net winning bids (the “Down Payment Amount”), Lender shall thereafter become irrevocable. Each make a Loan shall be to Borrower in an amount equal to $5,000,000 the following *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. formula (orto the extent such sum is greater than zero): (A) the Down Payment Amount, plus (B) the aggregate amount of any bid withdrawal payment obligations incurred by Borrower in the Auction, less (C) the Required Capital Contributions, less (D) the Initial Loan Amount. Borrower shall use the entire proceeds of the foregoing Loan (if any) and the Available Required Capital Contributions to timely pay the Down Payment Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 to the FCC in excess thereofaccordance with FCC Rules. (biii) Upon In the Borrower’s request for event that Borrower is a borrowing pursuant Winning Bidder, then on the date that is two (2) Business Days prior to Section 2.03(athe date on which Borrower shall be required to submit the then remaining balance of the aggregate amount of its net winning bids to the FCC (the “Balance Amount”), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such a Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of following formula (i) to the sum of extent such amount is greater than zero): (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) daysBalance Amount, plus less (B) 1.00%the Required Capital Contributions to the extent that the Required Capital Contributions were not expended in full in making the payment set forth in Section 2.2(a)(ii) (the “Winning Bidder Balance Amount Loan”). Borrower shall use the proceeds of the Winning Bidder Balance Amount Loan, multiplied by if any, and any remaining Required Capital Contributions to timely pay the Balance Amount to the FCC in accordance with FCC Rules. (iiiv) In no event shall Lender be required to make an aggregate amount of Loans under this Section 2.2(a) in excess of the quotient Acquisition Sub-Limit. b. Subject to the terms and conditions and in reliance upon the representations and warranties set forth in this Credit Agreement, Lender shall make Loans to Borrower within five (5) Business Days of a written request of Borrower (each, a “Build-Out Loan Request”) for Borrower to fund the Build-Out and initial operation of the License Systems. Each Build-Out Loan Request shall provide the following information: (A) the number amount of days constituting the period Loan, which shall not exceed the reasonable amount necessary to fund Borrower’s Build-Out expenses taking into account the then existing cash balances and reasonably expected cash flows from the date such Notice operations of Borrowing delivered by Guarantor, Borrower and the Borrower Subsidiaries; and (B) wiring instructions. In no event shall Lender be obligated to make an aggregate amount of Loans under this Section 2.2(b) in excess of the Build-Out Sub-Limit. For the avoidance of doubt, if the aggregate amount of the net winning bids for the Licenses purchased by Borrower in connection with the Auction does not exceed the Required Capital Contributions, or if Borrower has become irrevocable any excess proceeds from Loans under Section 2.2(a) that are not remitted to the FCC, Lender shall not be obligated to make Loans under this Section 2.2(b) until Borrower has expended all of the Required Capital Contributions and any such excess Loan proceeds other than as necessary for its reasonable Working Capital requirements. c. Subject to the terms and conditions and in reliance upon the representations and warranties set forth in this Credit Agreement, Lender shall make Loans to Borrower within five (5) Business Days of a written request of Borrower (each, a “Working Capital Request”) for Borrower to fund the Working Capital requirements of Guarantor and Borrower and the Borrower Subsidiaries (including for expenses incurred prior to, during or after the Auction and prior to the date on which Borrower is granted any Licenses). Each Working Capital Request shall provide the Borrower defaults in making following information: (A) the amount of the Loan, which shall *** Certain confidential portions of this exhibit were omitted by means of redacting a borrowing portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to such Notice Rule 24b-2 under the Securities Exchange Act. not exceed the Working Capital requirements of Borrowing, divided by Guarantor and Borrower for the following calendar month; and (B) wiring instructions. d. Lender’s obligation to make new Loans to Borrower shall terminate upon the expiration of the Commitment Period and otherwise as expressly provided for herein. e. Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon at least three hundred sixty (3603) daysBusiness Days’ notice to Lender, multiplied by (iii) specifying the date and amount of prepayment. If any such notice is given, the amount not so borrowed. A certificate as specified in such notice, together with accrued and unpaid interest to the amounts payable date of such prepayment on the amount prepaid (it being understood that interest added to principal pursuant to this Section 2.03(d2.3(c) submitted to the Borrower by the Lender shall not be deemed accrued and unpaid), shall be conclusive in due and payable on the absence of manifest errordate specified therein. The covenant in this Amounts prepaid may not be reborrowed. Subject to Section 2.03(d) shall survive the termination of this Loan Agreement and the payment 2.3(c), partial or total prepayments of the Loans and all shall be credited first to any charges or other amounts payable hereunderdue to Lender under the terms of this Credit Agreement or any other Loan Document, then to accrued but unpaid interest on the Loans, then to the principal balance outstanding. f. Within three (3) Business Days after any Refund, Borrower shall prepay to Lender the principal amount of the Loans in an amount equal to the Refund (minus any amounts paid to the SNR Members (as defined in the LLC Agreement) or distributed to Guarantor to make any payments to the SNR Members as required by Section 8.4, Section 11.4 or Section 13.1(b) of the LLC Agreement), or, if less, the aggregate principal amount of all Loans previously made to Borrower (minus any amounts paid to the SNR Members (as defined in the LLC Agreement) or distributed to Guarantor to make any payments to the SNR Members as required by Section 8.4, Section 11.4 or Section 13.1(b) of the LLC Agreement). Notwithstanding any other provision in this Credit Agreement, if timely paid in accordance with the preceding sentence, no interest shall accrue on the principal amount of the Loans so prepaid, and, for the avoidance of doubt, Borrower shall have no obligation to pay any interest on the principal amount of the Loans so prepaid (including any interest that was previously added to the principal amount of the Loans pursuant to Section 2.3(c)). g. Amounts prepaid or repaid may not be re-borrowed under this Credit Agreement.

Procedure for Borrowing. (a1) The Borrower may request a borrowing to Each US Borrowing of US Revolving Loans shall be made on any Business Day during upon the Commitment Period (each such date a “Funding Date”) by delivering US Borrower Representative’s irrevocable written notice delivered to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of a notice of borrowing in the form attached hereto as Exhibit B D (a “Notice of Borrowing”), appropriately completed) or via the Administrative Agent’s online system, which Notice of Borrowing must be received no later than by the Administrative Agent prior to (i) 2:00 p.m. (Washington, D.C. New York time) five (5) three US Business Days’ Days prior to the requested Funding Date, which noticein the case of US LIBOR Revolving Loans, if not withdrawn prior to the date which is two (2ii) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. New York time) on the requested Funding Date, in the Lender shall make the proceeds case of such Loan available to the Borrower in immediately available funds, via wire transfer (US Base Rate Revolving Loans made pursuant to clause (h) below and (iii) 11:00 a.m. (New York time) on the wire transfer instructions set forth requested Funding Date, in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds case of all US Base Rate Revolving Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated than those made pursuant to the next succeeding sentenceclause (h) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable below), specifying, in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of each case: (A) the weighted average cost amount of the US Borrowing, which in the case of a US LIBOR Revolving Loan must equal or exceed $1,000,000 (as determined by the Lender and increments of $500,000 in its sole discretion) excess of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus such amount); (B) 1.00%the requested Funding Date, multiplied by which must be a US Business Day; (iiC) whether the US Revolving Loans requested are to be US Base Rate Revolving Loans or US LIBOR Revolving Loans (and if not specified, it shall be deemed a request for a US Base Rate Revolving Loan); and (D) the quotient duration of the Interest Period for any requested US LIBOR Revolving Loans (A) the number and if not specified, it shall be deemed a request for an Interest Period of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable one month); provided, however, that with respect to the date US Borrowing to be made on the Borrower defaults in making Closing Date, such US Borrowing will consist of US Base Rate Revolving Loans only. (2) [Intentionally deleted]. (3) The US Borrowers shall have no right to request a borrowing pursuant to such Notice US LIBOR Revolving Loan while a Default or Event of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement Default has occurred and the payment of the Loans and all other amounts payable hereunderis continuing.

Procedure for Borrowing. (a1) The Borrower may request a borrowing to Except as provided in Section 3.02(2), each Borrowing shall be made on any Business Day during the Commitment Period number of days prior notice specified in Schedule 5, given not later than 11:00 a.m. (each such date Toronto time) by the applicable Borrower to the Agent. Each notice of a Borrowing (a “Funding DateBorrowing Notice”) by delivering to the Administrative Agent and the Lender a Notice of Borrowing shall be in substantially in the form of Exhibit B Schedule 1, shall be irrevocable and binding on the applicable Borrower and shall specify (i) the requested date of the Borrowing; (ii) the Type of Advance requested; (iii) the aggregate amount of the Borrowing; and (iv) in the case of a “Notice SOFR Loan, whether the Advance will bear interest at Daily Simple SOFR or Adjusted Term SOFR, and, the initial Interest Period. Upon receipt by the Agent of Borrowing”)funds from the applicable Lenders and fulfilment of the applicable conditions set forth in ARTICLE 7, appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. (Washington, D.C. time) five (5) Business Days’ prior the Agent will make such funds available to the requested Funding Date, which notice, if not withdrawn prior to the date which is two applicable Borrower in accordance with ARTICLE 2. (2) Business Days’ prior Each Swingline Advance (i) may be made on the same day’s telephone request (followed by notification via a Borrowing Notice) made on or before 11:00 a.m. (Toronto time) on such day and in such amount, as requested by the applicable Borrower to the Swingline Lender, providing the same information to the Swingline Lender as would be contained in a Borrowing Notice (which shall be deemed to have been so provided); or (ii) shall be made by the Swingline Lender, without notice from or to the Borrowers, in respect of any overdraft in any one or more of the accounts of the Borrowers with the Swingline Lender by deposit to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in account of an amount equal to $5,000,000 (orsuch overdraft. All payments of principal and interest with respect to a Swingline Advance shall be made by the Borrowers, if as applicable, directly to the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a)Swingline Lender, and assuming all conditions precedent the Swingline Lender is hereby irrevocably authorized and directed to the making of such Loan have been satisfied (or waived debit any bank account maintained by the Borrowers with the Swingline Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of order to effect such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))payment. (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

Procedure for Borrowing. (a) The Borrower may request a borrowing to be made an Advance hereunder, on any Business Day during the Commitment Period (each such date a “Funding period from and including the Effective Date to but excluding the Termination Date”) by delivering to the Administrative Agent and Lender, with a copy to the Lender a Custodian, an irrevocable written Notice of Borrowing and Pledge substantially in the form of Exhibit B D hereto (a “"Notice of Borrowing”Borrowing and Pledge"), appropriately completed, completed which Notice of Borrowing and Pledge must be received by the Lender, with a copy to the Custodian, prior to 5 p.m., New York City time, two (2) Business Days prior to the requested Funding Date of such Advance; provided, that if the requested Funding Date is during the last seven (7) days of March, June, September or December, such Notice of Borrowing and Pledge must be received by the Lender, with a copy to the Custodian, prior to 5 p.m., New York City time, four (4) Business Days prior to the requested Funding Date of such Advance. The Borrower shall have the right to cancel a Notice of Borrowing and Pledge by giving notice to the Lender of such cancellation prior to 11 a.m., New York City time, one (1) Business Day prior to the requested Funding Date. Such Notice of Borrowing and Pledge shall (i) attach a schedule identifying the Eligible Franchise Loan that the Borrower proposes to pledge to the Lender and to be included in the Borrowing Base in connection with such Advance, (ii) contain the amount of the requested Advance, which shall in all events be at least equal to $500,000 (or in the case of an Advance relating to a Construction Franchise Loan, $100,000) to be made on such Funding Date, (iii) specify the requested Funding Date, (iv) attach an officer's certificate signed by a Responsible Officer of the Borrower, and (v) contain (by attachment) such other information reasonably requested by the Lender from time to time. (b) The Borrower shall deliver (or cause to be delivered) to the Lender no later than 2:00 p.m. 5 p.m., New York City time, seven (Washington, D.C. time) five (57) Business Days’ Days prior to the requested Funding Date, which notice, if not withdrawn prior a complete Underwriting Package relating to each Eligible Franchise Loan to be pledged to the date which is two Lender and included in the Borrowing Base on such requested Funding Date. Within seven (27) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if Days following the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived receipt by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on of the requested Funding Datecomplete Underwriting Package relating to each Eligible Franchise Loan, the Lender shall make the proceeds of such Loan available deliver to the Borrower in immediately available fundsnotice of whether or not such Franchise Loan is rejected and deemed ineligible to be pledged or is acceptable to be pledged; provided, via wire transfer (pursuant that the failure to give notice within the wire transfer instructions set forth in Section 2.03(c))allotted time period shall be deemed to be notice by the Lender of its rejection of such Franchise Loan; provided, further, that notice that such Franchise Loan is not rejected shall not be construed to be a waiver of the requirement to satisfy all conditions precedent prior to making Advances hereunder. (c) The Borrower hereby directs shall deliver (or cause to be delivered) and release to the Custodian no later than 12:00 noon, New York City time, two (2) Business Days prior to the requested Funding Date (in the case of Franchise Loans involving less than twenty (20) Franchise Units) or three (3) Business Days prior to the requested Funding Date (in the case of Franchise Loans involving twenty (20) or more Franchise Units), the Funding Date Documentation pertaining to each Eligible Franchise Loan to be pledged to the Lender to send and included in the proceeds Borrowing Base on such requested Funding Date, in accordance with the terms and conditions of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of BorrowingCustodial Agreement. (d) Pursuant to the Custodial Agreement, the Custodian shall deliver to the Lender and the Borrower,. no later than 12:00 noon, New York City time, one Business Day prior to the Funding Date, a Funding Date Certification in respect of the Funding Date Documentation relating to all Franchise Loans pledged to the Lender on such Funding Date and an Franchise Loan Schedule and Exception Report in respect of all Franchise Loan so pledged to the Lender. (e) The Borrower agrees shall deliver or cause to compensate be delivered to' the Lender Custodian the Final Documentation relating to any Advance no later than five (5) Business Days following the Funding Date for the losses (such Advance, or such longer period as calculated pursuant reasonably requested by Borrower and consented to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) daysLender, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable consent not to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunderunreasonably withheld.

Procedure for Borrowing. (a) The Each Borrower may request a borrowing to be made hereunder, on any Business Day during the Commitment Period (each such date a “Funding period from and including the Effective Date to and including the Termination Date”) , by delivering to the Administrative Agent and Lender, with a copy to the Lender a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”)Custodian, appropriately completedan irrevocable written request for borrowing, which Notice of Borrowing request must be countersigned by Holdings if Holdings is not the requesting Borrower and must be received no later than 2:00 p.m. by the Lender prior to 10:00 a.m. (Washington, D.C. California time) five at least three (53) Business Days’ Days prior to the requested Funding DateDate unless otherwise agreed by the Lender. Such request for borrowing shall (i) specify whether the Loan is for working capital purposes or to finance acquisition of Mortgage Loans, which notice(ii) attach a schedule identifying the Eligible Mortgage Loans, if not withdrawn prior any, that the Borrower proposes to pledge to the date which is two Lender and be included in the Collateral in connection with such borrowing, and (2iii) Business Days’ prior to such specify the requested Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s 's request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Dateborrowing, the Lender shall may, at its option, offer to make a Loan to the proceeds of such Loan available Borrower by executing and delivering, via telecopy or delivered by hand, a commitment to the Borrower in immediately available fundsthe form of Exhibit B (the "Loan Commitment") attached hereto no later than 11:00 a.m. (California time) one (1) Business Day after its receipt of such a request for borrowing. Such Loan Commitment shall identify the Lender and the Borrower, via wire transfer (pursuant attach a schedule identifying the Eligible Mortgage Loans, if any, proposed to be pledged by the Borrower to the wire transfer instructions Lender on such Funding Date which are acceptable to the Lender to be pledged as Collateral hereunder, and shall set forth in Section 2.03(c))(i) the Funding Date, (ii) the amount of the Loan to be made on such Funding Date, and (iii) the Applicable Margin, and may contain additional terms or conditions which may or may not be inconsistent with this Agreement. In the event there is a conflict between the terms of this Agreement and the terms of the Loan Commitment, the terms of the Loan Commitment shall control. Each Loan Commitment, together with this Agreement, shall be conclusive evidence of the terms of the Loan(s) covered thereby. (c) The Borrower hereby directs shall, no later than 3:00 p.m. (California time) on the Lender to send Business Day that it receives a Loan Commitment from the proceeds of all Loans Lender, either: (i) decline the offer contained in such Loan Commitment by wire transfer to notifying the account specified on Schedule A or Lender, in accordance with the notice provision set forth in Section 7.06 hereof, by telephone so that effect; or (ii) accept such offer contained in such Loan Commitment by notifying the Lender, in accordance with the notice provision set forth in Section 7.06 hereof, by telephone to such other account as that effect. Notwithstanding the foregoing, the Borrower shall be designated deemed to have accepted such offer, and such Loan Commitment, together with this Agreement, shall be conclusive evidence of the terms of the Loan covered thereby, unless the Borrower has declined such offer by the Borrower in a Notice of Borrowingtime set forth above. (d) The Borrower agrees shall release or cause to compensate be delivered to the Custodian no later than 12:00 p.m., California time, two (2) Business Days prior to the requested Funding Date, the Mortgage File pertaining to each Eligible Mortgage Loan, if any, to be pledged to the Lender for and included in the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the Collateral on such requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable Funding Date, in accordance with the terms and conditions of the Custodial Agreement. (e) Subject to Section 2.03(a). Such losses shall 5 hereof, each loan will be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted made available to the Borrower by the Lender shall be conclusive transferring, via wire transfer, to an escrow account or account maintained by the Borrower prior to 3:00 p.m., California time, on the Funding Date, the aggregate amount of such borrowing in funds immediately available to the absence of manifest errorBorrower. The covenant in this Section 2.03(d) Borrower shall survive deliver to the termination of this Loan Agreement Custodian and the payment of Lender, no later than 11:00 a.m. on the Loans and all other amounts payable hereunder.first Business Day after the Funding

Procedure for Borrowing. (a) The Borrower may request a borrowing notify Lender prior to be made on any 11:00 a.m. one (1) Business Day during the Commitment Period (each such date a “Funding Date”) by delivering prior to the Administrative Agent and the Lender requested Funding Date of Borrower’s request to incur, on such day, a Revolving Advance hereunder pursuant to a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which 2.2. Each Notice of Borrowing must shall attach a Mortgage Loan Schedule identifying the Eligible Mortgage Loans that the Borrower proposes to pledge to the Lender and to be received no later than 2:00 p.m. included in the Borrowing Base in connection with such borrowing, (Washingtonii) specify the requested Funding Date, D.C. timeand (iii) five be accompanied by all of the documents described in, and otherwise be subject to the full satisfaction of the Funding Requirements. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with any Lender Party, or with respect to any other Obligation, become due, the same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with any Lender Party, and such request shall be irrevocable. Lender shall cause the proceeds of such Revolving Advance to be paid to such Person. (5b) Notwithstanding the provisions of subsection (a) above but in each case subject to the Funding Requirements, in the event Borrower desires to obtain a LIBOR Rate Loan, Borrower shall give Lender at least three (3) Business Days’ prior written notice, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to the requested Funding Datebe borrowed, which noticeamount shall be an integral multiple of Five Hundred Thousand Dollars ($500,000), if and (iii) the duration of the Interest Period with regard thereto. Interest Periods for LIBOR Rate Loans shall be for one (1), two (2), or three (3) months. Notwithstanding the foregoing, however, unless otherwise approved by Lender, no LIBOR Rate Loan shall be made after the occurrence and during the continuance of a Default or Event of Default. There shall not withdrawn be outstanding at any time more than three (3) LIBOR Rate Loans. Each Interest Period of a LIBOR Rate Loan shall commence on the date such LIBOR Rate Loan is made and shall end on such date as Borrower Representative may elect as set forth in clause (iii) above, provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower Representative shall elect the initial Interest Period applicable to a LIBOR Rate Loan by its notice of borrowing given to Lender pursuant to Section 2.2(a) or by its notice of conversion given to Lender pursuant to Section 2.2(c), as the case may be. Borrower Representative shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Lender of such duration not less than three (3) Business Days prior to the date which is two last day of the then current Interest Period applicable to such LIBOR Rate Loan. If Lender does not receive timely notice of the Interest Period elected by Borrower Representative, Borrower shall be deemed to have elected to convert to a Base Rate Loan subject to Section 2.2(c) hereinbelow. (2c) Provided that no Default or Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan, or on any Business Day with respect to Base Rate Loans or Daily LIBOR Rate Loans, convert any such Loan into a Loan of another type, provided that any conversion of a LIBOR Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan. If Borrower desires to convert a Loan, Borrower Representative shall give Lender not less than (i) three (3) Business Days’ prior written notice to such Funding Date, shall thereafter become irrevocable. Each convert from a Base Rate Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for Daily LIBOR Rate Loan to a borrowing pursuant to Section 2.03(a)LIBOR Rate Loan, and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) one (1) Business Day’s prior written notice to convert from a LIBOR Rate Loan to a Base Rate Loan or a Daily LIBOR Rate Loan, or (iii) one (1) Business Day’s prior written notice to convert a Base Rate Loan to a Daily LIBOR Rate Loan or a Daily LIBOR Rate Loan to a Base Rate Loan, in each case specifying the date of such conversion, the loans to be converted and if the conversion is from a Base Rate Loan or a Daily LIBOR Rate Loan to any other account as type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be designated by outstanding more than three (3) LIBOR Rate Loans, in the Borrower in a Notice of Borrowingaggregate. (d) The At its option and upon three (3) Business Days’ prior written notice, Borrower agrees may prepay the LIBOR Rate Loans in whole at any time or in part from time to compensate time, without premium or penalty, but with accrued interest on the Lender for the losses (as calculated pursuant principal being prepaid to the next succeeding sentencedate of such repayment. Borrower shall specify the date of prepayment of Advances which are LIBOR Rate Loans and the amount of such prepayment. In the event that any prepayment of a LIBOR Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, Borrower shall indemnify Lender therefor in accordance with Section 2.2(e) hereof. (e) Borrower shall indemnify Lender and hold Lender harmless from and against any and all losses or expenses that the Lender incurs may sustain or incur as a consequence of a failure any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any LIBOR Rate Loan or failure by Borrower to make complete a borrowing of, a prepayment of or conversion of or to a LIBOR Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Lender to any lender of funds obtained by it in order to make or maintain its LIBOR Rate Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowedhereunder. A certificate as to the any additional amounts payable pursuant to this Section 2.03(d) the foregoing sentence submitted by Lender to the Borrower by the Lender Representative shall be conclusive in the absence of absent manifest error. The covenant Anything to the contrary contained herein notwithstanding, neither Lender, nor any Participant is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. (f) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in this Section 2.03(d) the interpretation or application thereof, shall survive the termination make it unlawful for Lender (for purposes of this Loan Agreement subsection (f), the term “Lender” shall include Lender and the office or branch where Lender or any corporation or the Bank makes or maintains any LIBOR Rate Loans) to make or maintain its LIBOR Rate Loans, the obligation of Lender to make LIBOR Rate Loans hereunder, as the case may be, shall forthwith be cancelled and Borrower shall, if any affected LIBOR Rate Loans are then outstanding, promptly upon request from Lender, either pay all such affected LIBOR Rate Loans or convert such affected LIBOR Rate Loans into loans of another type. If any such payment or conversion of any LIBOR Rate Loan is made on a day that is not the last day of the Loans and all Interest Period applicable to such LIBOR Rate Loan, Borrower shall pay Lender, upon Lender’s request, such amount or amounts as may be necessary to compensate Lender for any loss or expense sustained or incurred by Lender in respect of such LIBOR Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable hereunderby Lender to a lender of funds obtained by Lender in order to make or maintain such LIBOR Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lender to Borrower Representative shall be conclusive absent manifest error.

Procedure for Borrowing. (a) The Borrower may request a borrowing to be made hereunder, on any Business Day during the Commitment Period (each such date a “Funding period from and including the Effective Date to and including the Termination Date”) , by delivering to the Administrative Agent and the Lender a Notice of Borrowing Lender, an irrevocable written request for borrowing substantially in the form of Exhibit B C hereto (a “Notice of Request for Borrowing”); provided, appropriately completedthat, which Notice of the Borrower may not deliver more than one Request for Borrowing during any one week period. Such Request for Borrowing must be received no later than 2:00 by the Lender prior to 12:00 p.m. New York City time at least three (Washington, D.C. time) five (53) Business Days’ Days prior to the requested Funding Date, which notice, if not withdrawn prior . Such Request for Borrowing shall (i) attach an SBA Loan Schedule identifying the SBA Loans that the Borrower proposes to pledge to the date which is two Lender and to be included in the Borrowing Base in connection with such borrowing, (2ii) Business Days’ prior specify the requested Funding Date and (iii) such other matters as may be specified on the form of the Request for Borrowing or as may be reasonably requested by Lender from time to such Funding time in accordance with the terms hereof. Any Advance, after the Effective Date, shall thereafter become irrevocable. Each Loan shall be in an a minimum amount equal to $5,000,000 (or, if 500,000. Borrower shall indemnify Lender and hold it harmless against any Losses incurred by Lender as a result of any failure by Borrower to timely deliver the Available Amount is less than Pledged SBA Loans subject to such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereofRequest for Borrowing. (b) Upon the Borrower’s request Request for a borrowing Borrowing pursuant to Section 2.03(a), and the Lender shall, assuming all conditions precedent set forth in Section 5.01 and 5.02 have been met and provided no Default shall have occurred and be continuing, make an Advance to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) Borrower on the requested Funding Date, in the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))amount so requested. (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as initial Advance shall be designated by made as of the Borrower Effective Date in a Notice of Borrowingan amount equal to $54,498,621.00. (d) The Borrower agrees shall deliver to compensate the Lender, no later than 10:00 a.m., New York City time, on a Funding Date, a Request for Borrowing and Notice of Pledge, substantially in the form of Exhibit C hereto, in respect of all Pledged SBA Loans pledged to the Lender for on such Funding Date, which shall identify the losses (as calculated SBA Loans being pledged to the Lender hereunder and certify that the SBA Loan Notes have been delivered to the FTA pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure Multiparty Agreement. Subject to Section 5 hereof, such borrowing, net of the Borrower to make a borrowing of Loans of Reserve Amount (the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a“Net Proceeds”). Such losses shall , will then be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted made available to the Borrower by the Lender shall be conclusive transferring, via wire transfer, to the following account of the Borrower: at Deutsche Bank, for the A/C of Newtek Small Business Finance, Inc., Acct# 00425279 ABA# ▇▇▇▇▇▇▇▇▇, in the absence aggregate amount of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment such borrowing, net of the Loans and all other amounts payable hereunderReserve Amount, in funds immediately available to the Borrower.

Procedure for Borrowing. (ai) The Each Borrowing by a Borrower may request a borrowing to shall be made on any Business Day during the Commitment Period upon such Borrower’s irrevocable written notice (each such date a “Funding DateNotice of Borrowing”) by delivering delivered to the Administrative Agent and either (x) in the Lender form of a Notice notice of Borrowing substantially borrowing in the form of Exhibit B D attached hereto and made a part hereof or (a “y) pursuant to the Electronic Borrowing Notice of Borrowing”), appropriately completedDelivery System, which Notice of Borrowing must be received no later than 2:00 p.m. by the Administrative Agent (Washington1) in the case of the delivery of a Notice of Borrowing pursuant to the Electronic Borrowing Notice Delivery System, D.C. prior to the deadline established from time to time by the Administrative Agent for requesting such Borrowing pursuant to the Electronic Borrowing Notice Delivery System and (2) in the case of the delivery of a Notice of Borrowing in any other manner, prior to (i) 12:00 noon (New York time) five (5) three Business Days’ Days prior to the requested Funding Date, which notice, if not withdrawn prior to in the date which is two case of LIBOR Rate Revolving Loans and (2ii) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 11:00 a.m. (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. New York time) on the requested Funding Date, in the Lender case of Base Rate Revolving Loans, specifying: (A) the amount of the Borrowing, which in the case of a LIBOR Rate Revolving Loan must equal or exceed $5,000,000 (and increments of $1,000,000 in excess of such amount); (B) the requested Funding Date, which must be a Business Day; (C) whether the Revolving Loans requested are to be Base Rate Revolving Loans or LIBOR Rate Revolving Loans (and if not specified, it shall make be deemed a request for a Base Rate Revolving Loan); and (D) the duration of the Interest Period for LIBOR Rate Revolving Loans (and if not specified, it shall be deemed a request for an Interest Period of one month); provided, however, that with respect to any Borrowing to be made on the Closing Date, (i) in the event that the Lenders on the Closing Date consist of exactly the same financial institutions as the DIP Lenders on the Closing Date and each Lender’s Pro Rata Share of the Revolving Facility is the exact same as its Pro Rata Share (as defined in the DIP Credit Agreement) of the credit facility provided under the DIP Credit Agreement, then such Borrowing will consist of (x) LIBOR Rate Revolving Loans in an aggregate principal amount equal to the aggregate principal amount of DIP LIBOR Rate Revolving Loans outstanding immediately prior to the Closing Date which are repaid on the Closing Date with the proceeds of Revolving Loans made on the Closing Date and the portion of the Interest Period (as defined in the DIP Credit Agreement) for each such DIP LIBOR Rate Revolving Loan available remaining on the Closing Date shall apply to and continue as the Interest Period for the corresponding LIBOR Rate Revolving Loan made on the Closing Date (for clarity, it being understood that the expiration date of the Interest Period for each LIBOR Rate Revolving Loan made on the Closing Date shall be the date that would have been the expiration date of the Interest Period (as defined in the DIP Credit Agreement) for the corresponding DIP LIBOR Rate Revolving Loan had such DIP LIBOR Rate Revolving Loan remained outstanding) and (y) Base Rate Revolving Loans in an aggregate amount equal to the Borrower in immediately available fundsexcess, via wire transfer if any, of such Borrowing less the LIBOR Rate Revolving Loans to be made on the Closing Date and (pursuant to the wire transfer instructions set forth in Section 2.03(c))ii) otherwise, such Borrowing will consist of Base Rate Revolving Loans only. (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) After giving effect to such other account as shall any Borrowing, there may not be designated by the Borrower more than ten (10) different Interest Periods in effect. (iii) In lieu of delivering a Notice of Borrowing, a Borrower may give the Administrative Agent telephonic notice of such request for advances to the Designated Account on or before the deadline set forth under Section 1.2(b)(i)(2) above. The Administrative Agent at all times shall be entitled to rely on such telephonic notice in making such Revolving Loans, regardless of whether any written confirmation is received. (div) The A Borrower agrees shall have no right to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as request a consequence LIBOR Rate Revolving Loan while a Default or Event of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower Default has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement occurred and the payment of the Loans and all other amounts payable hereunderis continuing.

Procedure for Borrowing. (a) The Borrower may request a borrowing to be made on any Business Day borrow under the Facility during the Commitment Period on any Advance Date; provided, that Borrower shall have given Lender irrevocable notice (each such date a “Funding Date”) by delivering to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B (each, a “Notice of Borrowing”), appropriately completedwhich notice (i) shall be substantially in the form of Exhibit C, which (ii) shall be signed by a Responsible Officer of Borrower and be received by Lender prior to 3:00 p.m. (New York time) three (3) Business Days prior to the related Advance Date, and (iii) shall specify (A) the dollar amount of the requested Loan Advance, (B) the aggregate amount of Receivables subject to the Loan Advance, if applicable, (C) the value of the Portfolio Excess Spread on Borrower’s books and records, if applicable, (D) the value of the Servicing Rights on Borrower’s books and records, if applicable; provided that such value shall break out that portion attributable to the related Portfolio Excess Spread, (E) the requested Advance Date, (F) the information required to be included in the Asset Schedule with respect to each such Asset in mutually acceptable electronic form and (G) the request for approval of the related Servicing Contract (to the extent not previously approved hereunder). Each Notice of Borrowing must be received no later than 2:00 p.m. (Washington, D.C. time) five (5) Business Days’ prior to the requested Funding Date, which notice, if not withdrawn prior to the date which is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan on any Advance Date shall be in an amount equal to at least $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof25,000. (b) Upon If Borrower shall deliver to Lender a Notice of Borrowing that satisfies the Borrower’s request for a borrowing pursuant to requirements of Section 2.03(a2.02(a), and assuming Lender will notify Borrower of its intent to remit the requested Loan Amount one (1) Business Days prior to the requested Advance Date. If all applicable conditions precedent to the making of such Loan set forth in Article V have been satisfied (on or waived by prior to the Lender in accordance with Section 10.01)Advance Date, not later than 2:00 p.m. (Washingtonthen subject to the foregoing, D.C. time) on the requested Funding Advance Date, the Lender shall make remit the proceeds amount of such the requested Loan available to the Borrower Advance in U.S. Dollars and in immediately available fundsfunds (i) with respect to that portion of the Loan Advance attributable to a Delinquency Advance, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))trustee’s account under the related Securitization Transaction and (ii) with respect to that portion of the Loan Advance attributable to a Servicing Right or a Protective Advance, to the account specified by Borrower. (c) The Borrower hereby directs In the event that on the Advance Date excess funds remain in the Dedicated Accounts (after application of payments in accordance with Section 2.07 but not including any amounts to be disbursed to Borrower), Lender to send the proceeds of all Loans (i) by wire transfer may apply such excess funds to the account specified on Schedule A or (ii) to such other account as shall be designated by amount of the Borrower in a Notice of Borrowingrequested Loan Advance. (d) The Borrower agrees Upon making each Loan Advance hereunder, the Asset Schedule shall be automatically updated to compensate include each of the Lender for Assets listed on the losses (as calculated pursuant Asset Schedule attached to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

Procedure for Borrowing. (a) The Borrower may request Each Borrowing under Section 2.1(a) and each subsequent Borrowing occurring on a borrowing to date other than an Advance Date specified on Schedule III shall be made after irrevocable notice, given not later than 11:00 a.m. on any the third Business Day during prior to the Commitment Period (each such requested date a “Funding Date”) of any Borrowing by delivering the Borrower to the Administrative Agent and the Lender a Agent. Such irrevocable notice of Borrowing (“Notice of Borrowing Borrowing”) shall be by telephone, confirmed immediately in writing, or facsimile, in substantially in the form of Exhibit B hereto, specifying therein (a “i) the requested date of such Borrowing, (ii) the requested aggregate amount of such Borrowing (which shall be in the amount of either (A) the aggregate Available Commitments or, if less, (B) U.S.$10,000,000 or any whole multiple of U.S.$1,000,000 in excess thereof), (iii) the use of proceeds in connection with such Borrowing and (iv) the Interest Period for such Borrowing. Upon receipt of such Notice of Borrowing”), appropriately completed, which Notice of Borrowing must be received no the Administrative Agent shall promptly notify the Applicable Lenders thereof by facsimile. Not later than 2:00 p.m. 11:00 a.m. on the date of such Borrowing, each Applicable Lender shall make available to the Administrative Agent at its office specified in Schedule 8.2 its applicable portion of such Borrowing (Washingtondetermined ratably in accordance with the respective Available Commitments of the Applicable Lenders) in immediately available funds. Promptly upon the Administrative Agent’s receipt of such funds and the fulfillment or written waiver of the applicable conditions set forth in Article 4, D.C. timethe Administrative Agent will make such funds available directly to the Borrower. (b) Each Advance not made pursuant to the procedures set forth in clause (a) above shall be made by the Lenders on the Advance Dates set forth on Schedule III in the amounts specified on such Schedule III as the Rollover Amount for each such Lender without further notice from the Borrower. At least three (3) but no more than five (5) Business Days’ Days prior to the requested Funding Date, which notice, if not withdrawn prior to the date which is two (2) Business Days’ prior to each such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Advance Date, the Lender Administrative Agent shall make the proceeds of such Loan available to the Borrower in immediately available fundsnotify each Lender, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product facsimile, of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) daysAdvance Date, plus (B) 1.00%, multiplied by (ii) the quotient aggregate amount of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowedof the Advance to be made by such Lender on such Advance Date (which shall be the amount specified as the Rollover Amount for such Lender for such Advance Date on the then effective Schedule III) and (iv) the Interest Period for such Borrowing. A certificate as On each such Advance Date, in lieu of funding to the amounts payable pursuant to this Section 2.03(d) submitted to Administrative Agent immediately available funds in accordance with the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.foregoing:

Procedure for Borrowing. (ai) The Borrower may request a borrowing to Each Borrowing by U.S. Borrowers shall be made on any Business Day during upon Loan Party Representative’s irrevocable written notice delivered to the Commitment Period Agent in the form of a notice of borrowing (each such date a “Funding DateU.S. Notice of Borrowing”) by delivering to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B (D-2 attached hereto and made a “Notice of Borrowing”), appropriately completedpart hereof, which Notice of Borrowing must be received no later than by the Agent prior to (i) 2:00 p.m. (Washington, D.C. Toronto time) five three (53) Business Days’ Days prior to the requested Funding Date (or such shorter notice time of which the Agent has notified the Loan Party Representative), in the case of LIBOR Revolving Loans and (ii) 1:00 p.m. (Toronto time) one (1) Business Day prior to the requested Funding Date, in the case of U.S. Prime Rate Revolving Loans, specifying: (A) the amount of the Borrowing, which noticein the case of either a LIBOR Revolving Loan or a U.S. Prime Rate Revolving Loan, if not withdrawn prior to the date which is two each must equal or exceed U.S.$1,000,000 (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be and increments of U.S.$100,000 in an amount equal to $5,000,000 (or, if the Available Amount is less than excess of such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof.); (bB) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, which must be a Business Day; (C) whether the Lender U.S. Revolving Loans requested are to be U.S. Prime Rate Revolving Loans or LIBOR Revolving Loans (and if not specified, it shall make be deemed a request for a U.S. Prime Rate Revolving Loan); and (D) the proceeds duration of such Loan available the LIBOR Interest Period for LIBOR Revolving Loans (and if not specified, it shall be deemed a request for a LIBOR Interest Period of one month); (ii) After giving effect to any Borrowing, any continuation, or any conversion, and subject to Section 1.2(b)(iii), there may not be more than five (5) different LIBOR Interest Periods in effect for LIBOR Revolving Loans to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))U.S. Borrowers. (ciii) The Borrower hereby directs Loan Party Representative may give the Lender to send the proceeds Agent telephonic or electronic notice of all Loans (i) by wire transfer such request for advances to the account specified U.S. Designated Account for U.S. Borrowers on Schedule A or (ii) to before the deadline set forth above, such other account as notice shall be designated confirmed in writing on the same day, by the Borrower in delivery to Agent of a U.S. Notice of BorrowingBorrowing confirming the same. The Agent at all times shall be entitled to rely on such telephonic or electronic notice in making such U.S. Revolving Loans, regardless of whether any written confirmation is received. (div) The Borrower agrees to compensate Without the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure consent of the Required Lenders, no U.S. Borrower shall have the right to make request a borrowing LIBOR Revolving Loan while a Default or Event of Loans of the requested amount after the Borrower Default has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement occurred and the payment of the Loans and all other amounts payable hereunderis continuing.

Procedure for Borrowing. (a) The Borrower may request Each Borrowing shall be made upon the applicable Borrower's irrevocable written notice in substantially the form attached hereto as Exhibit 2.3 (or telephonic notice promptly confirmed in writing) delivered to the Agent in the form of a borrowing Notice of Borrowing (which notice must be received by the Agent prior to 10:30 a.m. (Chicago time) (i) four Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) two Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, in the case of Base Rate Loans), specifying: (A) the applicable Borrower; (B) the amount of the Borrowing, which shall be in an aggregate amount not less than the Minimum Tranche; (C) the requested Borrowing Date, which shall be a Business Day; (D) the Type of Loans comprising the Borrowing; (E) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (F) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency. provided, however, that with respect to the Borrowing to be made on any Business Day during the Commitment Period (each such date a “Funding Closing Date”) by delivering , the Notice of Borrowing shall be delivered to the Administrative Agent not later than 10:30 a.m. (Chicago time) on the Closing Date and such Borrowing will consist of Base Rate Loans or, Offshore Rate Loan in Dollars if the applicable Borrower has notified the Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. (Washington, D.C. time) five (5) Banks at least three Business Days’ Days prior to the requested Funding DateClosing Date and at such time has agreed to pay losses and expenses, which notice, if in the same manner as required by Section 3.4 in the event the initial Borrowing does not withdrawn prior to the date which is two (2) Business Days’ prior to occur in accordance with such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereofrequest. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making The Dollar Equivalent amount of such Loan have been satisfied (or waived any Borrowing in an Offshore Currency will be determined by the Lender Agent for such Borrowing on the Computation Date therefor in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)).with (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Borrower at the Agent's Payment Office on the Borrowing Date requested by such Borrower in the Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing comprised of Offshore Currency Loans, by such time, on or after 12:00 noon (local time at the place of funding) as the Agent may specify. The Borrower hereby directs the Lender to send the proceeds of all such Loans (i) will then be made available to the applicable Borrower by the Agent at such office by crediting the account of the applicable Borrower on the books of BofA with the aggregate of the amounts made available to the Agent by the Banks and in or by wire transfer in accordance with written instructions provided to the account specified on Schedule A or (ii) to such other account as shall be designated Agent by the applicable Borrower in a Notice of Borrowinglike funds as received by the Agent. (d) The Borrower agrees After giving effect to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of any Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount there may not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive more than eight different Interest Periods in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereundereffect.

Procedure for Borrowing. (a) The Borrower may request a borrowing to be made hereunder, on any Business Day during the Commitment Period (each such date a “Funding period from and including the Effective Date to and including the Termination Date”) , by delivering to the Administrative Agent Lender, with a copy to the Mortgage Custodian, a Mortgage Loan Tape and Mortgage Loan Schedule, or to the Lender Bond/PC Custodian, a Notice Participation Certificate Tape and Participation Certificate Schedule, or a Bond Summary, as applicable (the "APPLICABLE NOTICE DOCUMENTS"), and an irrevocable written notice of Borrowing borrowing and pledge substantially in the form of Exhibit B EXHIBIT D-1, ▇▇▇▇▇▇▇ ▇-▇ ▇▇ EXHIBIT D-3 attached hereto, as applicable, (each a “Notice of Borrowing”"NOTICE OF BORROWING AND PLEDGE"), appropriately completed, which such Notice of Borrowing and Pledge and the related Applicable Notice Documents must be received by the Lender prior to 10:00 a.m., New York City time, at least three (3) Business Days prior to the requested Funding Date; provided that the Lender shall be under no obligation to make an Advance more than once daily. Such Notice of Borrowing and Pledge shall (i) include the Applicable Notice Documents in respect of the Eligible Assets that the Borrower proposes to pledge to the Lender and be included in the Borrowing Base in connection with such Advance, (ii) contain the amount of the requested Advance, which shall in all events be at least equal to $3,000,000, to be made on such Funding Date (setting forth the amount of the Advance allocable to each Eligible Asset set forth on the attached Mortgage Loan Schedule, Participation Certificate Schedule or the Bond Summary, as applicable), (iii) specify the requested Funding Date, which shall be not earlier than the third Business Day following the date of such Notice of Borrowing and Pledge, (iv) contain (by attachment) such other information reasonably requested by the Lender from time to time and (v) the applicable agreement evidencing the Purchase Price Percentage as reflected in the Mortgage Loan Schedule or Participation Certificate Schedule, as applicable. (i) With respect to Mortgage Loans, the Borrower shall deliver (or cause to be delivered) and release to the Mortgage Custodian, no later than 2:00 p.m. 10:00 a.m. New York City time, three (Washington, D.C. time) five (53) Business Days’ Days prior to the requested Funding Date, which notice, if not withdrawn prior a complete Mortgage File pertaining to each Mortgage Loan to be pledged to the date which is two (2) Business Days’ prior to Lender and included in the Borrowing Base on such requested Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01)the terms and conditions of the Mortgage Custodial Agreement, not (ii) with respect to Participation Certificates, the Borrower shall deliver (or cause to be delivered) and release to the Lender, no later than 2:00 p.m. 10:00 a.m. New York City time, three (Washington, D.C. time3) on Business Days prior to the requested Funding Date, a complete Participation Certificate File (with a copy of the Participation Certificate in lieu of the original) pertaining to each Participation Certificate to be pledged to the Lender and included in the Borrowing Base on such requested Funding Date, and (iii) with respect to Eligible Bonds, the Borrower shall make deliver (or cause to be delivered) and release to the proceeds Lender, no later than 10:00 a.m. three days prior to the requested Funding Date, copies of all documents composing the Bond File pertaining to each Eligible Bond to be pledged to the Lender and included in the Borrowing Base on such requested Funding Date. (c) In addition to the foregoing, the Borrower shall deliver (or cause to be delivered) and release to the Lender no later than 10:00 a.m. New York City time, three (3) Business Days prior to the requested Funding Date, a Due Diligence Package for each Mortgage Loan and Underlying Mortgage Loan to be pledged to the Lender and included in the Borrowing Base on such requested Funding Date. (i) With respect to Eligible Mortgage Loans, pursuant to the Mortgage Custodial Agreement, the Mortgage Custodian shall deliver to the Lender and the Borrower, no later than 11:00 a.m., New York City time, on a Funding Date, a Trust Receipt in respect of all Eligible Mortgage Loans pledged to the Lender on such Funding Date and an Exception Report in respect of all Eligible Mortgage Loans so pledged to the Lender, and (ii) with respect to Eligible Bonds and Participation Certificates, the Borrower shall deliver to the Bond/PC Custodian, with copies to the Lender, the Eligible Bonds and related Bond Files and the original Participation Certificates and Participation Certificate Files. The Bond/PC Custodian shall inform the Lender of its receipt of these documents in a form and manner acceptable to the Lender in its sole discretion. Subject to Section 5 hereof, such Advance will then be made available to the Borrower in immediately available fundsby the Lender transferring, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated provided by the Borrower in a Notice of Borrowing. (d) The Borrower agrees on or prior to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (isuch Funding Date) the sum aggregate amount of (A) the weighted average cost (as determined by the Lender such Advance in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunderimmediately available funds.

Procedure for Borrowing. (a) The Borrower may request Each Borrowing shall be made upon the Company's irrevocable notice delivered to the Agent in the form of a borrowing Notice of Borrowing (which notice must be received by the Agent prior to 10:30 a.m. (Chicago time) (i) two Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans; and (ii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $3,000,000 or any multiple of $250,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; and (D) with respect to Offshore Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; provided, however, that with respect to the Borrowing to be made on any Business Day the Closing Date, such Borrowing will consist of Base Rate Loans only; and further provided that if the Agent has determined in its sole discretion that syndication of the Loans has not been completed, then all Borrowings during the Commitment first 30 days following the Closing Date shall have the same Interest Period (each such date a “Funding Date”) by delivering to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. (Washington, D.C. time) five (5) Business Days’ prior to the requested Funding Date, which notice, if not withdrawn prior to the date which is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (orBase Rate Loans or Offshore Rate Loans for Interest Periods no longer than one month; provided, if further, that with the Available Amount is consent of each applicable Lender, Loans made during such 30 day period may have interest periods of less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereofone month. (b) Upon The Agent will promptly notify each applicable Lender of its receipt of any Notice of Borrowing and, in respect of Borrowings of Revolving Loans, of the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making amount of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds Revolving Lender's Pro Rata Revolving Share of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))that Borrowing. (c) Each Lender will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company at the Agent's Payment Office by 1:00 p.m. (Chicago time) on the Borrowing Date requested by the Company in funds immediately available to the Agent. The Borrower hereby directs the Lender to send the proceeds of all such Loans (i) by wire transfer will then be made available to the account specified on Schedule A or (ii) to such other account as shall be designated Company by the Borrower Agent at such office by crediting the account of the Company on the books of BofA with the aggregate of the amounts made available to the Agent by the Lenders and in a Notice of Borrowinglike funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than 10 different Interest Periods in effect. (e) The Borrower Company hereby authorizes the Lenders and the Agent to accept Notices of Borrowing based on telephonic notices made by any person or persons the Agent or any Lender in good faith believes to be acting on behalf of the Company. The Company agrees to compensate the Lender for the losses (as calculated pursuant deliver promptly to the next succeeding sentence) that Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an authorized designee. If the Lender incurs as a consequence of a failure written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Borrower to make a borrowing of Loans of Agent and the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses Lenders shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of govern absent manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

Procedure for Borrowing. (a) The Borrower may request a borrowing to be made on any Business Day during the Commitment Period (each such date a “Funding Date”) notify by delivering to the Administrative Agent and the Lender delivery of a Notice of Borrowing substantially to Agent prior to 11:00 a.m. (New York time) on a Business Day of ▇▇▇▇▇▇▇▇’s request to incur, on that day, or in the form of Exhibit B alternative, on the immediately succeeding Business Day thereafter (a “as specified in the Notice of Borrowing”), appropriately completeda Revolving Advance hereunder. Any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent, any Lender and/or the Issuer, or with respect to any other Obligation, which shall become due, if not otherwise paid when due, shall be deemed a request for a Revolving Advance to be maintained as a Domestic Rate Loan as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement, or any other agreement with Agent, any Lender and/or the Issuer and such request shall be irrevocable. (b) Notwithstanding the provisions of subsection (a) above, in the event Borrower desires to obtain a Eurodollar RateSOFR Loan, Borrower shall deliver a Notice of Borrowing must be received to Agent by no later than 2:00 p.m. 11:00 a.m. (Washington, D.C. New York time) five on the day which is three (53) U.S. Government Securities Business Days’ prior to the requested Funding Date, which notice, if not withdrawn Days prior to the date such Eurodollar RateSOFR Loan is to be borrowed, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Revolving Advance to be borrowed, which amount shall be in a minimum amount of $5,000,000 and in integral multiples of $500,000 in excess thereof, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar RateSOFR Loans consisting of Revolving Advances shall be for one, three or six months. No Eurodollar RateSOFR Loan shall be made available to Borrower during the continuance of a Default or an Event of Default. After giving effect to each such borrowing, there shall not be outstanding more than seven (7) Eurodollar RateSOFR Loans consisting of Revolving Advances, in the aggregate at any time. Agent shall provide Borrower with a quote of the actual interest rate available for the Eurodollar RateSOFR Loan requested by Borrower, which quote shall be given on the day after such Eurodollar RateSOFR Loan is requested and such quote shall be effective from the day provided by Agent until two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))Days thereafter. (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer Subject to the account specified definition of “Interest Period”, each Interest Period of a Eurodollar RateSOFR Loan shall commence on Schedule A or the date such Eurodollar RateSOFR Loan is made and shall end on such date as Borrower may elect as set forth in subsection (iib)(iii) to such other account as above; provided that the exact length of each Interest Period shall be designated by determined in accordance with the Borrower in a Notice practice of Borrowingthe interbank market for offshore Dollar deposits and no Interest Period shall end after the Termination Date. (d) The Borrower agrees shall elect the initial Interest Period applicable to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Eurodollar RateSOFR Loan by its Notice of Borrowing which has become irrevocable in accordance with given to Agent pursuant to Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i2.2(b) the sum of (A) the weighted average cost (as determined or by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable Conversion given to the date the Borrower defaults in making a borrowing Agent pursuant to Section 2.2(e) as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such Notice of Borrowing, divided by duration not less than three (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.3)

Procedure for Borrowing. (a) The Borrower may request a borrowing to be made hereunder, on any Business Day during the Commitment Period (each such date a “Funding Date”) period from and including the Effective Date to and including the termination of this Loan Agreement, by delivering to the Administrative Agent and Lender, with a copy to the Lender Custodian, a Notice of Borrowing written request for borrowing, substantially in the form of Exhibit B D attached hereto (a “the "Notice of Request for Borrowing”"), appropriately completed, which Notice of Borrowing request must be received no later than 2:00 p.m. by the Lender prior to 6:00 p.m., New York City time, two (Washington, D.C. time) five (52) Business Days’ Days prior to the requested Funding Date, which notice, if not withdrawn prior to Date for any Eligible Mortgage Loans. Such request for borrowing shall (i) attach a schedule identifying the date which is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Eligible Mortgage Upon the Borrower’s 's request for a borrowing pursuant to Section 2.03(a), and the Lender may at its sole option, assuming all conditions precedent set forth in Section 5.01 and 5.02 have been met and provided no Default shall have occurred and be continuing, make a Loan to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) Borrower on the requested Funding Date in the amount so requested. (b) The Borrower shall release to the Custodian, in the case of any Eligible Mortgage Loan which is not a Wet-Ink Mortgage Loan, no later than 11:00 a.m., New York City time, on such Funding Date, the Lender shall make the proceeds of applicable Submission Package pertaining to each such Eligible Mortgage Loan available to be pledged to the Borrower Lender and included in immediately available fundsthe Borrowing Base on such requested Funding Date, via wire transfer (pursuant in accordance with the terms and conditions hereof and of the Custodial Agreement. With respect to each Wet-Ink Mortgage Loan pledged to the wire transfer instructions set forth Lender and included in Section 2.03(c))the Borrowing Base on a requested Funding Date: (i) The Borrower shall deliver the applicable Submission Package related to all Wet-Ink Mortgage Loans to be included in the Borrowing Base on such requested Funding Date and the original Escrow Instruction Letter to the Custodian, for receipt by the Custodian no later than 11.00 a.m., New York City time, five (5) Business Days following the Funding Date; and (ii) the Borrower shall cause the Escrow Agent to send the Lender a facsimile of the associated executed Escrow Instruction Letter on each Funding Date. (c) The Borrower hereby directs Pursuant to the Custodial Agreement, the Custodian shall deliver to the Lender and the Borrower, no later than 5:30 p.m., New York City time, on a Funding Date (and with respect to send each Wet-Ink Mortgage Loan, on the proceeds Business Day of receipt of the applicable Submission Package), a Trust Receipt (as defined in the Custodial Agreement) in respect of all Eligible Mortgage Loans (i) by wire transfer pledged to the account specified Lender on Schedule A or (ii) such Funding Date, attaching a Custodial Mortgage Loan Schedule. Subject to Sections 2.01 and 5 hereof, such other account as shall borrowing will then be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted made available to the Borrower by the Lender shall be conclusive transferring, via wire transfer, to the account specified by the Borrower in accordance with the Borrower Release Letter in the absence form of manifest error. The covenant Exhibit E-1 hereto, not later than 6:00 p.m. New York City time on such Funding Date, in this Section 2.03(d) the aggregate amount of such borrowing in funds immediately available to the Borrower with respect to each Pledged Mortgage Loan which is not a Wet-Ink Mortgage Loan; provided that if such Pledged Mortgage Loan is subject to any prior interest, encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest (any such Eligible Mortgage Loan, "Release Collateral"), the Lender shall survive make available the termination portion of this Loan Agreement and such borrowing relating to such Release Collateral in accordance with the payment written instructions of the Loans and all other amounts payable hereunder.holder of such interest, encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. With

Procedure for Borrowing. (a1) The Borrower may request a borrowing to Except as provided in Section 3.02(2), each Borrowing shall be made on any Business Day during the Commitment Period number of days prior notice specified in SCHEDULE 4, given not later than 11:00 a.m. (each such date Toronto time) by the applicable Borrower to the Agent. Each notice of a Borrowing (a “Funding DateBorrowing Notice”) by delivering to the Administrative Agent and the Lender a Notice of Borrowing shall be in substantially in the form of Exhibit B SCHEDULE 1, shall be irrevocable and binding on the applicable Borrower and shall specify (i) the requested date of the Borrowing; (ii) the Type of Advance requested; (iii) the aggregate amount of the Borrowing; and (iv) in the case of a “Notice SOFR Loan, whether the Advance will bear interest at Daily Simple SOFR or Adjusted Term SOFR, and, (iv) in the case of Borrowing”)a ▇▇▇▇▇ Loan, appropriately completedwhether the Advance will bear interest at Adjusted Term ▇▇▇▇▇ or Adjusted Daily Compounded ▇▇▇▇▇, which Notice and (v) in the case of Borrowing must be received no later than 2:00 p.m. (Washingtonany SOFR Loan or any ▇▇▇▇▇ Loan, D.C. time) five (5) Business Days’ prior the initial Interest Period. Upon receipt by the Agent of funds from the applicable Lenders and fulfilment of the applicable conditions set forth in Article 6, the Agent will make such funds available to the requested Funding Date, which notice, if not withdrawn prior to the date which is two applicable Borrower in accordance with Article 2. (2) Business Days’ prior Each Swingline Advance (i) may be made on the same day’s telephone request (followed by notification via a Borrowing Notice) made on or before 11:00 a.m. (Toronto time) on such day and in such amount, as requested by the applicable Borrower to the Swingline Lender, providing the same information to the Swingline Lender as would be contained in a Borrowing Notice (which shall be deemed to have been so provided); or (ii) shall be made by the Swingline Lender, without notice from or to the Borrowerss, in respect of any overdraft in any one or more of the accounts of the Borrowers with the Swingline Lender by deposit to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in account of an amount equal to $5,000,000 (orsuch overdraft. All payments of principal and interest with respect to a Swingline Advance shall be made by the Borrowers, if as applicable, directly to the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a)Swingline Lender, and assuming all conditions precedent the Swingline Lender is hereby irrevocably authorized and directed to the making of such Loan have been satisfied (or waived debit any bank account maintained by the Borrowers with the Swingline Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of order to effect such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))payment. (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

Procedure for Borrowing. (a) The Borrower may request a Each borrowing of Loans, each conversion of Loans of one Type to the other, and each continuation of LIBOR Loans shall be made on any Business Day during upon delivery by the Commitment Period (each such date a “Funding Date”) by delivering Borrower of an irrevocable notice to the Administrative Agent Lender, by facsimile, or by electronic communication, if arrangements for doing so have been approved by the Lender. Each Borrowing Request and the Lender a Conversion/Continuation Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing must be received no by the Lender not later than 2:00 p.m. Boston time (Washington, D.C. timei) five three (53) Business Days’ Days prior to the requested Funding Datedate of any borrowing of, which noticeconversion to or continuation of LIBOR Loans, if not withdrawn (ii) one (1) Business Day prior to the date conversion of a LIBOR Loan to a Prime Loan, and (iii) on the Business Day on which any borrowing of Prime Loans is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocablerequested. Each written notice of borrowing or conversion shall specify (i) whether the requested borrowing is to be Revolving Borrowing, an Equipment Borrowing or an Acquisition Borrowing, a conversion of Loans from one Type to the other, or a continuation of a LIBOR Loan, (ii) the requested date of the borrowing, continuation or conversion, as the case may be (which shall be a Business Day), (iii) the principal amount of the Revolving Loan, Equipment Loan, or Acquisition Loan to be borrowed, continued or converted, (iv) if applicable, the duration of the Interest Period applicable thereto; and (vi) if applicable, the Type of Loans to be borrowed or to which existing Loans are to be converted. Each borrowing of, conversion to or continuation of LIBOR Loans shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) 250,000 or a whole multiple multiples of $1,000,000 100,000 in excess thereof. (b) Upon . If the Borrower fails to specify a Type of Loan in a Borrowing Request or Conversion/Continuation Notice or if the Borrower fails to give timely notice requesting a conversion or continuation, then the Revolving Loans, Equipment Loans or Acquisition Loans, as the case may be, shall be made as, or converted to, Prime Loans. Any such automatic conversion to Prime Loan shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Loan. If the Borrower requests a borrowing of, conversion to or continuation of a LIBOR Loan in any such borrowing or conversion notice, but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month. Notwithstanding any contrary provision hereof, if a Default has occurred and is continuing and the Lender so notifies the Borrower’s request for , then, so long as a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans Default is continuing (i) by wire transfer no outstanding Revolving Loan, Equipment Loan, or Acquisition Loan may be converted to the account specified on Schedule A or continued as a LIBOR Loan and (ii) to such other account as unless repaid, each LIBOR Loan shall be designated by converted to a Prime Loan at the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure end of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunderInterest Period applicable thereto.

Procedure for Borrowing. (a) The Borrower may request a borrowing to be made hereunder, on any Business Day during the Commitment Period (each such date a “Funding period from and including the Effective Date to and including the Termination Date”) , by delivering to the Administrative Agent and Lender, with a copy to the Lender a Notice of Borrowing Custodian, an irrevocable written request for borrowing, substantially in the form of Exhibit B EXHIBIT D attached hereto (a “Notice of Borrowing”"REQUEST FOR BORROWING"), appropriately completed, which Notice of Borrowing request must be received no later than 2:00 p.m. by the Lender prior to 3:00 p.m., New York City time, one (Washington, D.C. time) five (5l) Business Days’ Day prior to the requested Funding Date. Such Request for Borrowing shall (i) attach a schedule identifying the Eligible Mortgage Loans that the Borrower proposes to pledge to the Lender and to be included in the Borrowing Base in connection with such borrowing, (ii) specify if the requested Loan shall be a One-Month LIBOR Loan, and if not a One-Month LIBOR Loan, specify the applicable Interest Period requested, which noticeInterest Period shall be at least thirty-one (31) days, if not withdrawn prior and subject to the date which is two approval of the Lender in the Lender's sole discretion, (2iii) Business Days’ prior to such the requested Funding Date, shall thereafter become irrevocable. Each and (iv) include a Mortgage Loan shall Tape containing information with respect to the Eligible Mortgage Loans that the Borrower proposes to pledge to the Lender and to be included in the Borrowing Base in connection with such borrowing, and (v) attach an amount equal to $5,000,000 (or, if officer's certificate signed by a Responsible Officer of the Available Amount is less than such amount, such lesser amountBorrower as required by Section 5.02(b) or a whole multiple of $1,000,000 in excess thereofhereof. (b) Upon the Borrower’s 's request for a borrowing pursuant to Section 2.03(a), and the Lender shall, assuming all conditions precedent set forth in Section 5.01 and 5.02 have been met and provided no Default shall have occurred and be continuing, make a Committed Loan to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) Borrower on the requested Funding Date, in the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))amount so requested. (c) The Borrower hereby directs Upon the Borrower's request for a borrowing pursuant to Section 2.03(a), the Lender to send the proceeds of may at its sole option, assuming all Loans (i) by wire transfer conditions precedent set forth in Section 5.01 and 5.02 have been met and provided no Default shall have occurred and be continuing, make an Uncommitted Loan to the account specified Borrower on Schedule A or (ii) to such other account as shall be designated by the Borrower requested Funding Date, in a Notice of Borrowingthe amount so requested. (d) The Borrower agrees shall release to compensate the Custodian no later than 12:00 p.m., New York City time, two (2) Business Days prior to the requested Funding Date, the Mortgage File pertaining to each Eligible Mortgage Loan to be pledged to the Lender for and included in the losses Borrowing Base on such requested Funding Date, so long as there are no more than two hundred such Mortgage Files delivered on such Business Day (as calculated pursuant if the number of Mortgage Files equals or exceeds two hundred, the Borrower shall deliver to the next succeeding sentence) that Custodian such Mortgage Files in as many Business Days prior to the Lender incurs Funding Date as a consequence of a failure of is reasonably acceptable to the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable Custodian), as in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement terms and the payment conditions of the Loans and all other amounts payable hereunderCustodial Agreement.

Procedure for Borrowing. (a1) The Borrower may request a borrowing to Except as provided in Section 3.02(2), each Borrowing shall be made on any Business Day during the Commitment Period number of days prior notice specified in SCHEDULE 4, given not later than 11:00 a.m. (each such date Toronto time) by the applicable Borrower to the Agent. Each notice of a Borrowing (a “Funding DateBorrowing Notice”) by delivering to the Administrative Agent and the Lender a Notice of Borrowing shall be in substantially in the form of Exhibit B SCHEDULE 1, shall be irrevocable and binding on the applicable Borrower and shall specify (i) the requested date of the Borrowing; (ii) the Type of Advance requested; (iii) the aggregate amount of the Borrowing; and (iv) in the case of a “Notice SOFR Loan, whether the Advance will bear interest at Daily Simple SOFR or Adjusted Term SOFR, and, (iv) in the case of Borrowing”)a ▇▇▇▇▇ Loan, appropriately completedwhether the Advance will bear interest at Adjusted Term ▇▇▇▇▇ or Adjusted Daily Compounded ▇▇▇▇▇, which Notice and (v) in the case of Borrowing must be received no later than 2:00 p.m. (Washingtonany SOFR Loan or any ▇▇▇▇▇ Loan, D.C. time) five (5) Business Days’ prior the initial Interest Period. Upon receipt by the Agent of funds from the applicable Lenders and fulfilment of the applicable conditions set forth in Article 6, the Agent will make such funds available to the requested Funding Date, which notice, if not withdrawn prior to the date which is two applicable Borrower in accordance with Article 2. (2) Business Days’ prior Each Swingline Advance (i) may be made on the same day’s telephone request (followed by notification via a Borrowing Notice) made on or before 11:00 a.m. (Toronto time) on such day and in such amount, as requested by the applicable Borrower to the Swingline Lender, providing the same information to the Swingline Lender as would be contained in a Borrowing Notice (which shall be deemed to have been so provided); or (ii) shall be made by the Swingline Lender, without notice from or to the Borrowers, in respect of any overdraft in any one or more of the accounts of the Borrowers with the Swingline Lender by deposit to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in account of an amount equal to $5,000,000 (orsuch overdraft. All payments of principal and interest with respect to a Swingline Advance shall be made by the Borrowers, if as applicable, directly to the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a)Swingline Lender, and assuming all conditions precedent the Swingline Lender is hereby irrevocably authorized and directed to the making of such Loan have been satisfied (or waived debit any bank account maintained by the Borrowers with the Swingline Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of order to effect such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))payment. (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

Procedure for Borrowing. (a1) The Either Borrower may request a borrowing to be made hereunder, on any Business Day during the Commitment Period (each such date a “Funding period from and including the Effective Date to and including the Termination Date”) , by delivering to (i) the Administrative Agent Lender, with a copy to the Mortgage Custodian, a Mortgage Loan Tape and Mortgage Loan Schedule or (ii) to the Lender Bond/PC Custodian, a Participation Certificate Tape and Participation Certificate Schedule, or a Pledged Stock Summary and/or Bond Summary, as applicable, (the "Applicable Notice Documents"), and an irrevocable written notice of Borrowing borrowing and pledge substantially in the form of Exhibit B D-1, ▇▇▇▇▇▇▇ ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ ▇▇ Exhibit D-4 attached hereto, as applicable, (each a “"Notice of Borrowing”Borrowing and Pledge"), appropriately completed, which such Notice of Borrowing and Pledge and the related Applicable Notice Documents must be received by the Lender prior to 10:00 a.m., New York City time, at least three (3) Business Days prior to the -45- 51 requested Funding Date; provided that the Lender shall be under no obligation to make an Advance more than once daily. Such Notice of Borrowing and Pledge shall (i) include the Applicable Notice Documents in respect of the Eligible Assets that the Borrower proposes to pledge to the Lender and be included in the Borrowing Base in connection with such Advance, (ii) contain the amount of the requested Advance, which shall in all events be at least equal to $3,000,000 or such lesser amount as mutually agreed upon by the Lender and the related Borrower, to be made on such Funding Date (setting forth the amount of the Advance allocable to each Eligible Asset or Underlying Eligible Bond, as applicable, set forth on the attached Mortgage Loan Schedule, Participation Certificate Schedule or the Bond Summary, as applicable), (iii) specify the requested Funding Date, which shall be not earlier than the third Business Day following the date of such Notice of Borrowing and Pledge, (iv) contain (by attachment) such other information reasonably requested by the Lender from time to time and (v) the applicable agreement evidencing the Purchase Price Percentage as reflected in the Mortgage Loan Schedule, Participation Certificate Schedule or Bond Summary, as applicable. (i) With respect to Mortgage Loans, the related Borrower shall deliver (or cause to be delivered) and release to the Mortgage Custodian, no later than 2:00 p.m. 10:00 a.m. New York City time, three (Washington, D.C. time) five (53) Business Days’ Days prior to the requested Funding Date, which noticea complete Mortgage File pertaining (3) In addition to the foregoing, if not withdrawn the related Borrower shall deliver (or cause to be delivered) and release to the Lender no later than 10:00 a.m. New York City time, three (3) Business Days prior to the date which is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, a Due Diligence Package for each Mortgage Loan and Underlying Mortgage Loan to be pledged to the Lender shall make and included in the proceeds of Borrowing Base on such Loan available requested Funding Date. (i) With respect to the Borrower in immediately available fundsEligible Mortgage Loans, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs Mortgage Custodial Agreement, the Mortgage Custodian shall deliver to the Lender to send and the proceeds related Borrower, no later than 11:00 a.m., New York City time, on a Funding Date, a Trust Receipt in respect of all Eligible Mortgage Loans (i) by wire transfer pledged to the account specified Lender on Schedule A or such Funding Date and an Exception Report in respect of all Eligible Mortgage Loans so pledged to the Lender, (ii) with respect to such other account as shall be designated by Eligible Bonds and Participation Certificates, the Borrower shall deliver to the Bond/PC Custodian, with copies to the Lender, the original Eligible Bonds and related Bond Files and the original Participation Certificates and Participation Certificate Files, (iii) with respect to Pledged Stock, the Borrower shall deliver to the Bond/PC Custodian, with copies to the Lender, the original Underlying Eligible Bonds and related Bond Files and the original Pledged Stock. The Bond/PC Custodian shall inform the Lender of its receipt of the documents referenced in a Notice clause (iii) of Borrowing. this subsection (d) The Borrower agrees in a form and manner acceptable to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.Subject to

Procedure for Borrowing. (a) The Borrower may request a borrowing to be made on any Business Day during the Commitment Period (each such date a “Funding Date”) by delivering a. Subject to the Administrative Agent terms and conditions and in reliance upon the representations and warranties set forth in this Credit Agreement, Lender a Notice of Borrowing substantially shall make the following Loans to Borrower in accordance with the form of Exhibit B following schedule: (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. (Washington, D.C. timei) five (5) Business Days’ prior to the requested Funding Date, which notice, if not withdrawn prior to On the date which (the "INITIAL LOAN DATE") that is two (2) Business Days’ Days prior to the date on which Borrower is required under FCC Rules to make an upfront payment to become eligible to participate in the Auction, Lender shall make a Loan to Borrower in the amount of up to $8.0 million, as requested in writing by Borrower at least two (2) Business Days prior to the Initial Loan Date (such Funding Daterequested Loan amount, the "INITIAL LOAN AMOUNT"), all of which Borrower shall thereafter timely pay to the FCC in accordance with FCC Rules to become irrevocable. Each eligible to participate in the Auction. (ii) In the event that Borrower is a Winning Bidder, then on the date that is two (2) Business Days prior to the date on which Borrower is required to submit sufficient funds to bring its total amount of money on deposit with the FCC to twenty percent (20%) of the aggregate amount of Borrower's net winning bids (the "DOWN PAYMENT AMOUNT"), Lender shall make a Loan shall be to Borrower in an amount equal to $5,000,000 the following formula (orto the extent such sum is greater than zero): (A) the Down Payment Amount, plus (B) the aggregate amount of any bid withdrawal payment obligations incurred by Borrower in the Auction, less (C) the Required Capital Contributions, less (D) the Initial Loan Amount. Borrower shall use the entire proceeds of the foregoing Loan (if any) and the Available Required Capital Contributions to timely pay the Down Payment Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 to the FCC in excess thereofaccordance with FCC Rules. (biii) Upon In the Borrower’s request for event that Borrower is a borrowing pursuant Winning Bidder, then on the date that is two (2) Business Days prior to Section 2.03(athe date on which Borrower shall be required to submit the then remaining balance of the aggregate amount of its net winning bids to the FCC (the "BALANCE AMOUNT"), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such a Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product following formula (to the extent such sum is greater than zero): (A) the Balance Amount, less (B) the Required Capital Contributions to the extent that the Required Capital Contributions were not expended in full in making the payment set forth in Section 2.2(a)(ii). Borrower shall use the proceeds of any Loan made pursuant to this Section 2.2(a)(iii), if any, and any remaining Required Capital Contributions to timely pay the Balance Amount to the FCC in accordance with FCC Rules. (iv) In no event shall Lender be required to make an aggregate amount of Loans under this Section 2.2(a) in excess of the Acquisition Sub-Limit. b. Subject to the terms and conditions and in reliance upon the representations and warranties set forth in this Credit Agreement, Lender shall make Loans to Borrower from time to time, within five (5) Business Days of a written request of Borrower (each, a "BUILD-OUT LOAN REQUEST") for Borrower to fund the Build-Out and initial operation of the ANB-1 License Systems, including Working Capital (including for expenses incurred prior to, during or after the Auction and prior to the date on which Borrower is granted any Licenses). Each Build-Out Loan Request shall provide the following information (i) the sum amount of (A) the weighted average cost (as determined by Loan, which shall not exceed the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over reasonable amount necessary to fund Borrower's Build-Out expenses and Working Capital for the preceding thirty (30) daysfollowing calendar quarter, plus (B) 1.00%, multiplied by and (ii) wiring instructions. In no event shall Lender be obligated to make an aggregate amount of Loans under this Section 2.2(b) in excess of the quotient Build-Out Sub-Limit. For the avoidance of doubt, if the aggregate amount of the net winning bids for the Licenses purchased by Borrower in connection with the Auction does not exceed the Required Capital Contributions, or if Borrower has any excess proceeds from Loans under Section 2.2(a) that are not remitted to the FCC, Borrower shall not be obligated to make Loans under this Section 2.2(b) until Buyer has expended all of the Required Capital Contributions and any such excess Loan proceeds other than as necessary for its reasonable Working Capital requirements. c. Lender's obligation to make new Loans to Borrower shall terminate upon the expiration of the Commitment Period. d. Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon at least three (A3) the number of days constituting the period from Business Days' notice to Lender, specifying the date and amount of prepayment. If any such Notice of Borrowing delivered by notice is given, the Borrower has become irrevocable amount specified in such notice, together with accrued interest to the date the Borrower defaults in making a borrowing pursuant to of such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) prepayment on the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender prepaid, shall be conclusive in due and payable on the absence of manifest errordate specified therein. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment Amounts prepaid may not be reborrowed. Partial or total prepayments of the Loans and all shall be credited first to any charges or other amounts due to Lender under the terms of this Credit Agreement, then to accrued interest due and payable hereunderon the Loans, then to the principal balance outstanding. e. Within three (3) Business Days after any Refund Date, Borrower shall prepay to Lender the principal amount of the Loans in an amount equal to the Refund received on such Refund Date, up to the aggregate principal amount of all Loans previously made to Borrower. If timely paid in accordance with preceding sentence, Borrower shall have no obligation to pay any unpaid accrued interest on the principal amount of the Loans so prepaid.

Procedure for Borrowing. (a) The Borrower may request Each Borrowing of a borrowing to CAPEX Loan or a Revolving Loan shall be made on any Business Day during the Commitment Period upon Borrower Representative’s irrevocable (each such date a “Funding Date”subject to Section 10.5) by delivering written notice delivered to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing or in a writing in any other form acceptable to Agent, which notice must be received no later than 2:00 p.m. by Agent prior to 12:00 noon (Washington, D.C. New York time) five (5i) on the date which is one (1) Business Days’ Day prior to the requested Funding DateBorrowing date of each Base Rate Loan, and (ii) on the day which notice, if not withdrawn is three (3) Business Days prior to the requested Borrowing date in the case of each LIBOR Rate Loan. Such Notice of Borrowing shall specify and certify: (i) the amount of the Borrowing (which shall be (A) with respect to a CAPEX Loan, an aggregate minimum principal amount of $2,500,000 (other than the final Borrowing hereunder), and (B) with respect to a Revolving Loan, an aggregate minimum principal amount of $100,000); (ii) the requested Borrowing date, which shall be a Business Day; (iii) whether the Borrowing is two to be comprised of LIBOR Rate Loans or Base Rate Loans; (2iv) Business Days’ prior if the Borrowing is to be LIBOR Rate Loans, the Interest Period applicable to such Funding DateLoans; and (v) with respect to a CAPEX Loan, that each of the conditions in Section 2.2(d) shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereofhave been met. (b) Upon the Borrower’s request for receipt of a borrowing pursuant to Section 2.03(a)Notice of Borrowing, and assuming all conditions precedent to the making Agent will promptly notify each Lender of such Notice of Borrowing and of the amount of such Lender’s Commitment Percentage of the Borrowing of a CAPEX Loan have been satisfied or a Revolving Loan, as applicable. (or waived c) Unless Agent is otherwise directed in writing by the Lender in accordance with Section 10.01)Borrower Representative, not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Loan each requested Borrowing after the Closing Date will be made available to the Borrower in immediately available funds, via Borrowers by Agent by wire transfer (of such amount to Borrowers pursuant to the wire transfer instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowingsignature page hereto. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

Procedure for Borrowing. (a) The Borrower may notify Lender prior to 1:00 p.m. (New York time) on a Business Day of Borrower's request to incur, on that day, a borrowing Revolving Advance hereunder. Any amount required to be made on paid as interest hereunder, or as fees or other charges under this Agreement or any Business Day during other agreement with Lender, or any Issuer, or with respect to any other Obligation, which shall become due, shall be deemed a request for an Advance as of the Commitment Period (each date such date a “Funding Date”) by delivering to the Administrative Agent and the Lender a Notice of Borrowing substantially payment is due, in the form of Exhibit B (a “Notice of Borrowing”)amount required to pay in full such interest, appropriately completedfee, which Notice of Borrowing must be received no later than 2:00 p.m. (Washington, D.C. time) five (5) Business Days’ prior to the requested Funding Date, which notice, if not withdrawn prior to the date which is two (2) Business Days’ prior to charge or Obligation under this Agreement or any other agreement with Lender and/or any Issuer and such Funding Date, shall thereafter become irrevocable. Each Loan request shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereofirrevocable. (b) Upon Notwithstanding the Borrower’s request for provisions of (a) above, in the event Borrower desires to obtain a Eurodollar Rate Loan, Borrower shall give Lender at least three (3) Business Days' prior written notice, specifying (i) the date of the proposed borrowing pursuant to Section 2.03(a(which shall be a Business Day), (ii) the type of borrowing and assuming all conditions precedent to the making amount on the date of such Advance to be borrowed, which amount shall be in a minimum amount of $2,000,000 and in integral multiples of $500,000 in excess thereof, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two or three months. No Eurodollar Rate Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Loan be made available to Borrower during the Borrower continuance of a Default or an Event of Default. At no time shall there be more than THREE Eurodollar Rate Loans outstanding, in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))aggregate. (c) The Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrower hereby directs may elect as set forth in (b)(iii) above provided that the Lender to send the proceeds exact length of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as each Interest Period shall be designated by determined in accordance with the Borrower in a Notice practice of Borrowingthe interbank market for offshore Dollar deposits and no Interest Period shall end after the Termination Date. (d) The Borrower agrees shall elect the initial Interest Period applicable to compensate the a Eurodollar Rate Loan by its notice of borrowing given to Lender for the losses (as calculated pursuant to Section 2.2(b) or by its notice of conversion given to Lender pursuant to Section 2.2(e), as the next case may be. Borrower shall elect the duration of each succeeding sentenceInterest Period by giving irrevocable written notice to Lender of such duration not less than three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Lender does not receive timely notice of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert such Eurodollar Rate Loan to a Domestic Rate Loan subject to Section 2.2(e). (e) Provided that no Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Borrower shall give Lender incurs not less than three (3) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be more than three (3) Eurodollar Rate Loans outstanding, in the aggregate. (f) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time, without premium or penalty, but with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, Borrower shall indemnify Lender therefor in accordance with Section 2.2(g). (g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all losses or expenses that Lender may sustain or incur as a consequence of a failure any payment or prepayment with respect to any Eurodollar Rate Loan on any date other than the last day of an applicable Interest Period, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to make complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Lender to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowedhereunder. A certificate as to the any additional amounts payable pursuant to this Section 2.03(d) the foregoing sentence submitted by Lender to the Borrower by the Lender shall be conclusive absent manifest error. (h) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the absence interpretation or application thereof, shall make it unlawful for any Lender (for purposes of manifest error. The covenant in this Section 2.03(d) 2.2(h), the term "Lender" shall survive the termination of this Loan Agreement include any Lender and the office or branch where Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lender to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Lender, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Loans and all Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay Lender, upon Lender's request, such amount or amounts as may be necessary to compensate Lender for any loss or expense sustained or incurred by Lender in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable hereunderby Lender to lenders of funds obtained by Lender in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lender to Borrower shall be conclusive absent manifest error.

Procedure for Borrowing. (a) The Either Borrower may request a borrowing to be made hereunder, on any Business Day during the Commitment Period (each such date a “Funding period from and including the Effective Date to and including the Termination Date”) , by delivering to (i) the Administrative Agent Lender, with a copy to the Mortgage Custodian, a Mortgage Loan Tape and Mortgage Loan Schedule or (ii) to the Lender Bond/PC Custodian, a Participation Certificate Tape and Participation Certificate Schedule, or a Pledged Stock Summary and/or Bond Summary, as applicable, (the "Applicable Notice Documents"), and an irrevocable written notice of Borrowing borrowing and pledge substantially in the form of Exhibit B D-1, ▇▇▇▇▇▇▇ ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ ▇▇ Exhibit D-4 attached hereto, as applicable, (each a “"Notice of Borrowing”Borrowing and Pledge"), appropriately completed, which such Notice of Borrowing and Pledge and the related Applicable Notice Documents must be (i) With respect to Mortgage Loans, the related Borrower shall deliver (or cause to be received delivered) and release to the Mortgage Custodian, no later than 2:00 p.m. 10:00 a.m. New York City time, three (Washington, D.C. time) five (53) Business Days’ Days prior to the requested Funding Date, which notice, if not withdrawn prior a complete Mortgage File pertaining to each Mortgage Loan to be pledged to the date which is two (2) Business Days’ prior to Lender and included in the Borrowing Base on such requested Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01)the terms and conditions of the Mortgage Custodial Agreement, not (ii) with respect to Participation Certificates, such Borrower shall deliver (or cause to be delivered) and release to the Lender, no later than 2:00 p.m. 10:00 a.m. New York City time, three (Washington, D.C. time3) on Business Days prior to the requested Funding Date, a complete Participation Certificate File (with a copy of the Participation Certificate in lieu of the original) pertaining to each Participation Certificate to be pledged to the Lender and included in the Borrowing Base on such requested Funding Date, (iii) with respect to Eligible Bonds, such Borrower shall make the proceeds of such Loan available deliver (or cause to be delivered) and release to the Lender, no later than 10:00 a.m. three days prior to the requested Funding Date, copies of all documents composing the Bond File pertaining to each Eligible Bond to be pledged to the Lender and included in the Borrowing Base on such requested Funding Date and (iv) with respect to the Pledged Stock to be pledged to the Lender and included in the Borrowing Base on such requested Funding Date, such Borrower in immediately available fundsshall deliver (or cause to be delivered) and release to the Lender, via wire transfer no later than 10:00 a.m. three days prior to the requested Funding Date, (A) copies of all documents composing the Bond File pertaining to each Underlying Eligible Bond and (B) the documents to be delivered pursuant to the wire transfer instructions set forth in Section 2.03(c)5.02(h). (c) The In addition to the foregoing, the related Borrower hereby directs shall deliver (or cause to be delivered) and release to the Lender to send the proceeds of all Loans no later than 10:00 a.m. New York City time, three (i3) by wire transfer Business Days prior to the account specified on Schedule A or (ii) requested Funding Date, a Due Diligence Package for each Mortgage Loan and Underlying Mortgage Loan to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees pledged to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive and included in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunderBorrowing Base on such requested Funding Date.

Procedure for Borrowing. (ai) The Borrower may request a borrowing to Each Borrowing shall be made on upon any Business Day during the Commitment Period (each such date a “Funding Date”) by delivering Borrower's irrevocable written notice delivered to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B a notice of borrowing in substantially the form of EXHIBIT E (a “Notice of Borrowing”)"NOTICE OF BORROWING") and signed by Westlake, appropriately completedon its behalf and as agent for the other Borrowers, which Notice of Borrowing must shall be received no later than 2:00 p.m. by the Agent prior to (Washingtoni) 12:00 noon (Houston, D.C. Texas time) five three (53) Business Days’ Days prior to the requested Funding Date, which noticein the case of LIBOR Rate Loans and (ii) 11:00 a.m. (Houston, if not withdrawn prior to the date which is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. Texas time) on the requested Funding Date, in the Lender shall make case of Base Rate Loans, specifying: (A) the proceeds amount of the Borrowing, which in the case of a LIBOR Rate Loan must equal or exceed $5,000,000 (and integral increments of $1,000,000 in excess of such Loan available amount); (B) the requested Funding Date, which must be a Business Day; (C) whether the Revolving Loans requested are to be Base Rate Loans or LIBOR Rate Loans (and if not specified, it shall be deemed a request for a Base Rate Loan); (D) the duration of the Interest Period for LIBOR Rate Loans (and if not specified, it shall be deemed a request for an Interest Period of one month); and (E) the Borrower or Borrowers which are to receive all or any portion of such Borrowing and the amount of such Borrowing to be advanced to such Borrower or Borrowers. provided, however, that with respect to the Borrower in immediately available fundsBorrowing to be made on the Closing Date, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))such Borrowings will consist of Base Rate Loans only. (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in In lieu of delivering a Notice of Borrowing, the Borrowers may give the Agent telephonic notice of such request for advances to the Designated Account on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice in making such Revolving Loans, regardless of whether any written confirmation is received. (diii) The Borrower agrees Borrowers shall have no right to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as request a consequence LIBOR Rate Loan while a Default or Event of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower Default has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement occurred and the payment of the Loans and all other amounts payable hereunderis continuing.

Procedure for Borrowing. (a) The Borrower (i) Borrowing Representative, on behalf of any Borrowers, may notify Lender prior to 11:00 a.m. on a Business Day of a Borrower’s request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with any Lender Party, or with respect to any other Obligation, become due, the same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with any Lender Party, and such request shall be irrevocable. Lender shall cause the proceeds of such Revolving Advance to be paid to such Person. If requested by Lender, each notice of borrowing shall be made (or confirmed after telephonic notice) in writing in such form as may be required or approved by Lender from time to time. (ii) Borrowing Representative, on behalf of any Borrowers, may request a borrowing to be made on borrowings (but in any Business Day event, no more than four times during the Commitment Period Capital Expenditure Loan Period) and repay BUT NOT REBORROW Capital Expenditure Loans. To be eligible to obtain Capital Expenditure Loan, Borrower must submit to Lender at least three (each 3) Business Days prior to the date on which Borrower requests Lender to make such date a “Funding Date”Capital Expenditure Loan, enforceable at the sole option of Lender: (a) copies of invoices which reflect the actual cost of the Eligible Equipment being purchased with the proceeds of such Capital Expenditure Loan, including, if any, installation and other services and costs associated therewith; (b) evidence satisfactory to Lender that upon payment of the purchase price therefor, the Eligible Equipment shall be in the Borrower’s physical possession and that (1) the Borrower has acquired good title to such Eligible Equipment, and (2) such Eligible Equipment is not subject to any pledge, lien, lease, encumbrance or charge of any kind whatsoever, other than in favor of Lender. Whenever Borrower desires an advance, Borrower shall notify Lender (which notice shall be irrevocable) by delivering to telecopy or telephone of the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B proposed borrowing. Such notice (each, a “Notice of Capital Expenditure Loan Borrowing”) shall specify (i) the proposed funding date of such Capital Expenditure Loan requested, (ii) the principal amount of the Capital Expenditure Loan requested, (iii) the Interest Period for such Equipment Loan (if applicable), appropriately completed, which and (iv) the Type of such Equipment Loan. Each Notice of Capital Expenditure Loan Borrowing must be received by Lender (a) no later than 2:00 p.m. 11:00 a.m. on the Business Day of the proposed funding of any Domestic Rate Loan and (Washingtonb) not less than three (3) Business Days prior to the proposed funding date of any Eurodollar Rate Loan. (iii) Notwithstanding anything to the contrary contained herein, D.C. timeso long as Borrowers are in compliance with all of the terms and conditions of this Agreement and no Default or Event of Default shall have occurred and be continuing, on the Capital Expenditure Loan Conversion Date the then outstanding principal balance of the Capital Expenditure Loans shall convert into term indebtedness, continuing to bear interest at a rate determined in accordance with Section 3.1 hereof, and be payable in substantially equal, consecutive monthly payments of principal in accordance with an eighty-four (84) five month amortization schedule, due and payable beginning on December 9, 2005, and continuing on the same day of each succeeding calendar month, with the entire remaining principal balance thereof being due and payable, in a balloon payment upon expiration of the Term. On and after the Capital Expenditure Loan Conversion Date, Borrower shall have no ability to request, and Lender shall have no obligation to make, any further Capital Expenditure Loans. (5b) Notwithstanding the provisions of subsection (a) above, in the event Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Representative shall give Lender at least three (3) Business Days’ prior written notice, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple of Five Hundred Thousand Dollars ($500,000), and (iii) the requested Funding duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one (1), two (2), three (3) or six (6) months. Notwithstanding the foregoing, however, unless otherwise approved by Lender, no Eurodollar Rate Loan shall be made available to Borrowers until thirty (30) days after the Closing Date, which noticeor, if in any event, during the continuance of a Default or Event of Default. There shall not withdrawn be outstanding at any time more than three (3) Eurodollar Rate Loans. Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Representative may elect as set forth in clause (iii) above, provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrowing Representative shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Lender pursuant to Section 2.2(a) or by its notice of conversion given to Lender pursuant to this subsection (b), as the case may be. Borrowing Representative shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Lender of such duration not less than three (3) Business Days prior to the date which is two last day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Lender does not receive timely notice of the Interest Period elected by Borrowing Representative, Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(c) hereinbelow. (2c) Provided that no Default or Event of Default shall have occurred and be continuing, any Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such Loan into a Loan of another type, provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If a Borrower desires to convert a Loan, Borrowing Representative shall give Lender not less than three (3) Business Days’ prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day’s prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such Funding Dateconversion, shall thereafter become irrevocable. Each Loan shall the loans to be in an amount equal to $5,000,000 (or, converted and if the Available Amount conversion is less than such amount, such lesser amount) or from a whole multiple Domestic Rate Loan to any other type of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Dateloan, the Lender duration of the first Interest Period therefor. After giving effect to each such conversion, there shall make not be outstanding more than three (3) Eurodollar Rate Loans, in the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowingaggregate. (d) The At its option and upon three (3) Business Days’ prior written notice, any Borrower agrees may prepay the Eurodollar Rate Loans in whole at any time or in part from time to compensate time, without premium or penalty, but with accrued interest on the Lender for the losses (as calculated pursuant principal being prepaid to the next succeeding sentencedate of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Lender therefor in accordance with Section 2.2(e) hereof. (e) Each Borrower shall indemnify Lender and hold Lender harmless from and against any and all losses or expenses that the Lender incurs may sustain or incur as a consequence of a failure any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to make complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Lender to any lender of funds obtained by it in order to make or maintain its Eurodollar Rate Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowedhereunder. A certificate as to the any additional amounts payable pursuant to this Section 2.03(d) the foregoing sentence submitted by Lender to the Borrower by the Lender Borrowing Representative shall be conclusive absent manifest error. (f) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the absence of manifest error. The covenant in this Section 2.03(d) interpretation or application thereof, shall survive the termination make it unlawful for Lender (for purposes of this Loan Agreement subsection (f), the term “Lender” shall include Lender and the office or branch where Lender or any corporation or the Bank makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lender to make Eurodollar Rate Loans hereunder, as the case may be, shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Lender, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Loans and all Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Lender, upon Lender’s request, such amount or amounts as may be necessary to compensate Lender for any loss or expense sustained or incurred by Lender in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable hereunderby Lender to a lender of funds obtained by Lender in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lender to Borrowing Representative shall be conclusive absent manifest error.

Procedure for Borrowing. (ai) The Borrower may request a borrowing to Each US Borrowing shall be made on any Business Day during by an irrevocable written request by an Authorized Person of the Commitment Period (each US Borrowers delivered to Agent. Unless US Swing Lender is not obligated to make a US Swing Loan pursuant to Section 2.3(b) below, such date a “Funding Date”) by delivering to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing notice must be received by Agent no later than 2:00 p.m. (Washington, D.C. A) Noon (Central time) five with respect to a request for Base Rate Loans, on the Business Day that is the requested Funding Date, (5B) 10:00 a.m. (Central time) with respect to a request for Advances to be denominated in Euros or Sterling, at least one Business Days’ Day prior to the requested Funding Date, which noticeand (C) Noon (Central time) with respect to a request for LIBOR Rate Loans, if not withdrawn at least three Business Days prior to the date which is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, in each case, specifying (1) the Lender shall make the proceeds amount of such US Borrowing, (2) if such US Borrowing is to be denominated in (x) Dollars, whether such US Borrowing shall be a LIBOR Rate Loan available or a Base Rate Loan or (y) Euros or Sterling, whether such US Borrowing shall be a LIBOR Rate Loan or an Advance that accrues interest at the Floating Rate, (3) if such US Borrowing is a LIBOR Rate Loan, the duration of the Interest Period applicable thereto, (4) whether such US Borrowing is to be made in Dollars, Euros or Sterling, and (5) the requested Funding Date, which shall be a Business Day; provided, however, that if US Swing Lender is not obligated to make a US Swing Loan as to a requested US Borrowing, such notice must be received by Agent no later than (w) Noon (Central time) with respect to a request for Base Rate Loans and if ▇▇▇▇▇ Fargo is the only Lender, on the Business Day that is the requested Funding Date, (x) Noon (Central time) with respect to a request for Base Rate Loans if there is more than one Lender, on the Business Day prior to the Borrower date that is the requested Funding Date, (y) 10:00 a.m. (Central time) with respect to a request for Advances to be denominated in immediately available fundsEuros or Sterling, via wire transfer (pursuant on the Business Day prior to the wire transfer instructions set forth date that is the requested Funding Date, or (z) Noon (Central time) with respect to a request for LIBOR Rate Loans, at least three Business Day prior to the requested Funding Date. At Agent’s election, in Section 2.03(c))lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, US Borrowers agree that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. (cii) The Borrower hereby directs Each UK Borrowing shall be made by an irrevocable written request by an Authorized Person of the Lender UK Borrowers delivered to send Agent. Such notice must be received by Agent by no later than (A) 10:00 a.m. (Central time) with respect to a request for Advances to be denominated in Dollars, Euros or Sterling that accrue interest at the proceeds of all Loans (i) by wire transfer Floating Rate, at least one Business Day prior to the account specified on Schedule A or requested Funding Date, and (iiB) Noon (Central time) with respect to a request for LIBOR Rate Loans, at least three Business Day prior to the requested Funding Date, in each case, specifying (1) the amount of such other account as UK Borrowing, (2) if such UK Borrowing is to be denominated in (x) Dollars, whether such UK Borrowing shall be designated a LIBOR Rate Loan or an Advance that accrues interest at the Floating Rate and (y) Euros or Sterling, whether such UK Borrowing shall be a LIBOR Rate Loan or an Advance that accrues interest at the Floating Rate, (3) if such UK Borrowing is a LIBOR Rate Loan, the duration of the Interest Period applicable thereto, (4) whether such UK Borrowing is to be made in Dollars, Euro or Sterling, and (5) the requested Funding Date, which shall be a Business Day. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the Borrower required time. In such circumstances, UK Borrowers agree that any such telephonic notice will be confirmed in a Notice writing within 24 hours of Borrowingthe giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. (diii) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant Borrowing of any LIBOR Rate Loan shall be subject to the next succeeding sentence) that the Lender incurs as a consequence provisions of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder2.12.

Procedure for Borrowing. (ai) The Borrower may request a borrowing to Each Borrowing shall be made on any Business Day during the Commitment Period (each such date upon a “Funding Date”) by delivering Borrower’s irrevocable written notice delivered to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B a notice of borrowing (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. by the Agent prior to (Washingtonx) 12:00 noon (New York, D.C. New York time) five (5) three Business Days’ Days prior to the requested Funding Date, which notice, if not withdrawn prior to in the date which is two case of LIBOR Rate Loans and (2y) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 1:00 p.m. (WashingtonNew York, D.C. New York time) on the requested Funding Date, in the Lender shall make case of Base Rate Loans, specifying: (A) the proceeds amount of the Borrowing, which in the case of a LIBOR Rate Loan must equal or exceed $3,000,000 (and increments of $1,000,000 in excess of such Loan available amount); (B) the requested Funding Date, which must be a Business Day; (C) whether the Revolving Loans requested are to be Base Rate Revolving Loans or LIBOR Revolving Loans (and if not specified, it shall be deemed a request for a Base Rate Revolving Loan); and (D) the duration of the Interest Period for LIBOR Revolving Loans (and if not specified, it shall be deemed a request for an Interest Period of 30 days); provided, however, that with respect to the Borrowing to be made on the Closing Date, such Borrowings will consist of Base Rate Revolving Loans only. (ii) In lieu of delivering a Notice of Borrowing, a Borrower in immediately available funds, via wire transfer (pursuant may give the Agent telephonic or internet electronic notice of such request for advances to the wire transfer instructions Designated Account on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic or internet electronic notice in making such Revolving Loans, regardless of whether any written confirmation is received. (iii) No Borrower shall have the right to request a LIBOR Rate Loan while a Default or Event of Default has occurred and is continuing. (iv) Notwithstanding any language to the contrary in this Section, each Borrowing that is to be an Ex-Im Bank Revolving Loan must be requested in writing on the form of borrowing notice attached hereto as Exhibit D-1 and must be delivered to the Agent’s Export Finance Department at the address set forth in Section 2.03(c))14.8 hereof. (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

Procedure for Borrowing. (a) The Borrower may request a borrowing to be made an Advance hereunder, on any Business Day during the Commitment Period (each such date a “Funding period from and including the Restatement Effective Date to but excluding the Termination Date”) , by delivering to the Administrative Agent and Lender, with a copy to the Lender Custodian, a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”)and Pledge, appropriately completedcompleted and executed by a Responsible Officer of the Borrower, which Notice of Borrowing and Pledge must be received no later than 2:00 p.m. by the Lender, with a copy to the Custodian, prior to 4 p.m., New York City time, one (Washington, D.C. time1) Business Day prior to the requested Funding Date of any Advance requested to be made as a Eurodollar Loan and five (5) Business Days’ Days prior to the requested Funding DateDate of any Advance requested to be made as a Fixed Rate Loan; provided, which noticethat the Borrower shall not request more than one Advance per Business Day; provided, if further, that the Borrower shall not withdrawn prior request more than two Advances for any calendar week. Such Notice of Borrowing and Pledge shall (i) attach a schedule identifying the Eligible Medallion Loans for each Advance that the Borrower proposes to pledge to the date which is two Lender and to be included in the Borrowing Base in connection with such Advance, (2ii) Business Days’ prior contain the amount of the Advance requested to be made on such Funding Date, shall thereafter become irrevocable. Each Loan shall be (iii) specify the requested Funding Date, (iv) attach an officer’s certificate signed by a Responsible Officer of the Borrower as to the satisfaction of all of the matters referred to in an amount equal Sections 5.02 (a), (b) and (c) hereof, (v) specify the requested Type of Advance, (vi) specify the length of the initial Interest Period, and (vii) contain (by attachment) such other information reasonably requested by the Lender from time to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereoftime. (b) Upon the Borrower’s request for a borrowing pursuant With respect to Section 2.03(a)each Advance, and assuming upon satisfaction of all conditions precedent to set forth in Sections 5.01 and 5.02 hereof and the making satisfaction of such Loan have been satisfied (or waived by the Lender all procedures set forth in accordance with this Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date2.03, the Lender shall make transfer funds relating to such Advance to such account as the proceeds of such Loan available to Lender and the Borrower in immediately available funds, via wire transfer (pursuant may from time to the wire transfer instructions set forth in Section 2.03(c))time agree. (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

Procedure for Borrowing. (a) The Borrower may request a borrowing to be made on any Business Day during the Commitment Period (each such date a “Funding Date”) notify by delivering to the Administrative Agent and the Lender delivery of a Notice of Borrowing substantially to Agent prior to 11:00 a.m. (New York time) on a Business Day of ▇▇▇▇▇▇▇▇’s request to incur, on that day, or in the form of Exhibit B alternative, on the immediately succeeding Business Day thereafter (a “as specified in the Notice of Borrowing”), appropriately completeda Revolving Advance hereunder. Any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent, any Lender and/or the Issuer, or with respect to any other Obligation, which shall become due, if not otherwise paid when due, shall be deemed a request for a Revolving Advance to be maintained as a Domestic Rate Loan as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement, or any other agreement with Agent, any Lender and/or the Issuer and such request shall be irrevocable. (b) Notwithstanding the provisions of subsection (a) above, in the event Borrower desires to obtain a SOFR Loan, Borrower shall deliver a Notice of Borrowing must be received to Agent by no later than 2:00 p.m. 11:00 a.m. (Washington, D.C. New York time) five on the day which is three (53) U.S. Government Securities Business Days’ prior to the requested Funding Date, which notice, if not withdrawn Days prior to the date such SOFR Loan is to be borrowed, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Revolving Advance to be borrowed, which amount shall be in a minimum amount of $5,000,000 and in integral multiples of $500,000 in excess thereof, and (iii) the duration of the first Interest Period therefor. Interest Periods for SOFR Loans consisting of Revolving Advances shall be for one, three or six months. No SOFR Loan shall be made available to Borrower during the continuance of a Default or an Event of Default. After giving effect to each such borrowing, there shall not be outstanding more than six (6) SOFR Loans consisting of Revolving Advances, in the aggregate at any time. Agent shall provide Borrower with a quote of the actual interest rate available for the SOFR Loan requested by ▇▇▇▇▇▇▇▇, which quote shall be given on the day after such SOFR Loan is requested and such quote shall be effective from the day provided by Agent until two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocableDays thereafter. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.46

Procedure for Borrowing. (ai) The Borrower may request a borrowing to Each Borrowing shall be made on upon any Business Day during the Commitment Period (each such date a “Funding Date”) by delivering Borrower’s irrevocable notice delivered to the Administrative Agent and the Lender a Notice of Borrowing substantially submitted via Agent’s online automatic request system in the form of a notice of borrowing in the form attached hereto as Exhibit B A (a “Notice of Borrowing”), appropriately completed, ) which Notice of Borrowing notice must be received no later than 2:00 by Agent prior to 1:00 p.m. (Washington, D.C. time) five (5) Business Days’ prior to the requested Funding Date, which notice, if not withdrawn prior to the date which is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. Chicago time) on the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)).specifying: (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by amount of the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus Borrowing; and (B) 1.00%the requested Funding Date, multiplied by which shall be a Business Day. (ii) With respect to any request for Revolving Loans, in lieu of delivering the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such above‑described Notice of Borrowing, divided a Borrower may give Agent telephonic notice of such request by the required time, with such telephonic notice to be confirmed in writing within 24 hours of the giving of such notice but Agent shall be entitled to rely on the telephonic notice in making such Revolving Loans, regardless of whether any such confirmation is received by Agent. Agent has the right at any time, and from time to time, in its Permitted Discretion (B) three hundred sixty (360) daysbut without any obligation), multiplied by to establish Reserves against the Availability or, if greater, the Total Credit Facility, in such amounts as it may deem appropriate in its Permitted Discretion. (iii) In the event Borrowers fail to give notice pursuant hereto of a Borrowing equal to the amount of a Reimbursement Obligation and has not so borrowed. A certificate as notified Agent by 12:00 noon (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to the amounts payable pursuant to repay such Reimbursement Obligation through funds not borrowed under this Section 2.03(d) submitted to Agreement, the Borrower by the Lender shall be conclusive deemed to have requested a Borrowing of Revolving Loans on such day in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment amount of the Loans and all other amounts payable hereunderReimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Procedure for Borrowing. (a) The Borrower may request initial Borrowing under Section 2.1(a) and each subsequent Borrowing occurring on a borrowing to date other than an Advance Date specified on Schedule III shall be made after irrevocable notice, given not later than 11:00 a.m. on any the third Business Day during prior to the Commitment Period requested date of any Borrowing by the Borrower to the Administrative Agent. Such irrevocable notice of Borrowing (each such date a “Funding DateNotice of Borrowing”) shall be by delivering telephone, confirmed immediately in writing, or facsimile, in substantially the form of Exhibit B hereto, specifying therein (i) the requested date of such Borrowing, (ii) the requested aggregate amount of such Borrowing (which shall be in the amount of either (A) the aggregate Available Commitments or, if less, (B) U.S.$10,000,000 or any whole multiple of U.S.$1,000,000 in excess thereof), (iii) the use of proceeds in connection with such Borrowing and (iv) the Interest Period for such Borrowing. Upon receipt of such Notice of Borrowing, the Administrative Agent shall promptly notify the Applicable Lenders thereof by facsimile. Not later than 11:00 a.m. on the date of such Borrowing, each Applicable Lender shall make available to the Administrative Agent at its office specified in Schedule 8.2 its applicable portion of such Borrowing (determined ratably in accordance with the respective Available Commitments of the Applicable Lenders) in immediately available funds. Promptly upon the Administrative Agent’s receipt of such funds and the fulfillment or written waiver of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available directly to the Borrower. (b) Each Advance not made pursuant to the procedures set forth in clause (a) above shall be made by the Lenders on the Advance Dates set forth on Schedule III in the amounts specified on such Schedule III as the Rollover Amount for each such Lender a Notice without further notice from the Borrower. At least three (3) but no more than five (5) Business Days prior to each such Advance Date, the Administrative Agent shall notify each Lender, by facsimile, of Borrowing substantially (i) the Advance Date, (ii) the aggregate amount of such Borrowing, (iii) the amount of the Advance to be made by such Lender on such Advance Date (which shall be the amount specified as the Rollover Amount for such Lender for such Advance Date on the then effective Schedule III) and (iv) the Interest Period for such Borrowing. On each such Advance Date, in lieu of funding to the Administrative Agent immediately available funds in accordance with the foregoing: (i) Each Rollover Lender shall provide written notice in the form of Exhibit B (C by facsimile to each applicable Existing Facility Agent, with a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. (Washington, D.C. time) five (5) Business Days’ prior copy to the requested Funding DateAdministrative Agent, which notice, if not withdrawn prior to stating that such Lender’s Existing Facility Advances under the date which is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be applicable Existing Credit Facility have been satisfied by the Borrower in an amount equal to $5,000,000 the Rollover Amount (or, if the Available “Repaid Amount”) as of the Advance Date and that no funds in respect of the Repaid Amount is less than need be paid on such amount, date by the Borrower to such lesser amount) Existing Facility Agent or a whole multiple by such Existing Facility Agent to such Rollover Lender (it being understood that the portion of $1,000,000 any Existing Facility Advances being repaid on such date in excess thereof.of the Rollover Amount must be paid by the Borrower in funds as provided in the applicable Existing Credit Facility); and (bii) Upon the Borrower’s request for a borrowing pursuant such Rollover Lender shall be deemed to Section 2.03(a)have made, and assuming all conditions precedent have outstanding hereunder, that portion of the requested Advance on such Advance Date equal to the making Rollover Amount without any requirement that such Lender make available any funds in such amount to the Administrative Agent or the Borrower on such Advance Date (it being understood that the portion of such Loan have been satisfied (or waived by the Lender any requested Advance that does not constitute a Rollover Amount shall be advanced in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)preceding paragraph). (c) Each Notice of Borrowing and, unless the Borrower notifies the Administrative Agent that there will be no Borrowing on a specified Advance Date five (5) Business Days prior to such Advance Date, the Advance Dates set forth on Schedule III shall be irrevocable and binding on the Borrower. If, pursuant to such notice of no Borrowing, any portion of any Rollover Lender’s Available Commitment as of such Advance Date remains undrawn as of such Advance Date, the Commitment of such Lender shall automatically be reduced by such undrawn amount and may not be reinstated. The Borrower hereby directs shall indemnify each Applicable Lender against any loss, cost or expense incurred by such Applicable Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing or on Schedule III the applicable conditions for the making of the Advances set forth in Article 4, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Applicable Lender to send fund the proceeds Advance to be made by such Applicable Lender as part of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to Borrowing requested under such other account as shall be designated by the Borrower in a Notice of BorrowingBorrowing when such Advance, as a result of such failure, is not made on such date. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of Upon (i) the sum any prepayment of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) daysExisting Facility Advances under any Existing Credit Facility, plus (B) 1.00%, multiplied by (ii) the quotient giving of (A) the number of days constituting the period from the date such any Notice of Borrowing delivered by the Borrower has become irrevocable for Advances to the be made on a date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by other than an Advance Date listed on Schedule III or (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to any assignment by a Rollover Lender of any portion of its Commitment, the Borrower by the Lender shall be conclusive shall, in the absence case of manifest error. The covenant clause (i), notify the Administrative Agent and, in this Section 2.03(d) shall survive each case, the termination of this Loan Agreement Borrower and the payment Administrative Agent shall amend and restate Schedule III without further action by or consent of any Lender to reflect the additional Advance Date and the changed Rollover Amounts of the Loans applicable Lender(s) and all other amounts payable hereundershall provide a copy of such amended and restated Schedule III to each Lender making an Advance on such Advance Date or whose Rollover Amount has changed as a result of the amendment or restatement of Schedule III.

Procedure for Borrowing. (a) The Borrower may request a borrowing to Each Borrowing shall be made on any Business Day during the Commitment Period (each such date a “Funding Date”) by delivering to the Administrative Agent and the Lender delivery of a Notice of Borrowing substantially in the form of Exhibit B (by an Authorized Person to Agent. Unless Swing Lender is not obligated to make a “Notice of Borrowing”)Swing Loan pursuant to Section 2.3(b) below, appropriately completed, which such Notice of Borrowing must be received by Agent no later than 2:00 1:00 p.m. (Washington, D.C. Georgia time) five on the Business Day that is the requested Funding Date, specifying (5i) Business Days’ prior whether such Borrowing is requested to be an Advance or a Term Loan, (ii) the amount of such Borrowing, (iii) the requested Funding Date, which noticeshall be a Business Day, and (iv) the use of the proceeds of such Borrowing and the time period within which such proceeds are expected to be used, which time period shall not exceed 5 Business Days after the Funding Date of such Borrowing (or a certification that the proceeds of such Borrowing shall be used to fund working capital and Capital Expenditure needs of Borrowers or to make interest payments in respect of the Senior Subordinated Notes (subject in all respects to the subordination provisions thereof) or the Senior Floating Rate Notes, in each case, within a reasonable period of time (not to exceed 5 Business Days) after the Funding Date of such Borrowing and not for the purpose of aggregating cash and Cash Equivalents of Parent and its Subsidiaries); provided, however, that if Swing Lender is not withdrawn obligated to make a Swing Loan as to a requested Borrowing, such Notice of Borrowing must be received by Agent no later than 1:00 p.m. (Georgia time) on the Business Day prior to the date which that is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date. At Agent's election, the Lender shall make the proceeds in lieu of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in delivering a Notice of Borrowing. , any Authorized Person may give Agent telephonic notice of such request by the required time, specifying the information set forth in clauses (di) The Borrower agrees to compensate the Lender for the losses through (as calculated pursuant to the next succeeding sentenceiv) above. In such circumstances, Borrowers agree that the Lender incurs as a consequence any such telephonic notice will be confirmed by delivery of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal within 24 hours of the giving of such telephonic notice, but the failure to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date provide such Notice of Borrowing delivered by shall not affect the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment validity of the Loans and all other amounts payable hereunderrequest.

Procedure for Borrowing. (a) The Borrower may request Each Borrowing of a borrowing to Revolving Loan shall be made on any Business Day during the Commitment Period upon Borrower Representative’s irrevocable (each such date a “Funding Date”subject to Section 10.5) by delivering written notice delivered to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing or in a writing in any other form acceptable to Agent, which notice must be received no later than 2:00 p.m. by Agent (Washington, D.C. i) prior to 10:00 a.m. (New York time) five on the day of the requested Borrowing of each Base Rate Loan, and (5ii) prior to 12:00 noon (New York time) on the day which is three (3) Business Days’ Days prior to the requested Funding DateBorrowing date in the case of each LIBOR Rate Loan. Such Notice of Borrowing shall specify and certify: the amount of the Borrowing (which shall be with respect to a Revolving Loan, an aggregate minimum principal amount of $1,000,000); the requested Borrowing date, which shall be a Business Day; whether the Borrowing is to be comprised of LIBOR Rate Loans or Base Rate Loans; and if the Borrowing is to be LIBOR Rate Loans, the Interest Period applicable to such Loans; If no election as to the Type of Borrowing is specified in any such notice, if not withdrawn prior to then the date which is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan requested Borrowing shall be a Base Rate Borrowing. If no Interest Period with respect to any LIBOR Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an amount equal to $5,000,000 (orInterest Period of one month’s duration. Upon receipt of a Notice of Borrowing, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making Agent will promptly notify each Lender of such Loan have been satisfied (or waived Notice of Borrowing and of the amount of such Lender’s Revolving Commitment Percentage of the Borrowing of a Revolving Loan. Unless Agent is otherwise directed in writing by the Lender in accordance with Section 10.01)Borrower Representative, not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Loan each requested Borrowing after the Closing Date will be made available to the Borrower in immediately available funds, via Borrowers by Agent by wire transfer (of such amount to Borrowers pursuant to the wire transfer instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowingsignature page hereto. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

Procedure for Borrowing. (a) The Borrower may request a borrowing to Each Borrowing of Loans shall be made on any Business Day during upon the Commitment Period Borrower Representative's irrevocable (each such date a “Funding Date”except in the circumstances described in Sections 2.16(b), 3.2, 3.3 or 3.5 as provided therein) by delivering written notice delivered to the Administrative Agent and in the Lender form of a Notice of Borrowing substantially (which notice must be received by the Administrative Agent not later than the Requisite Time therefor) specifying: (1) the amount of the Borrowing, which (other than Base Rate Loans made pursuant to Section 2.15.3(c) or 2.16(d)) shall be in a Minimum Amount; (2) the requested Borrowing Date, which shall be a Business Day; (3) the Type of Loans comprising the Borrowing; (4) in the form case of Exhibit B (a “Notice Offshore Rate Loans, the duration of Borrowing”), appropriately completed, which the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing must fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be received no later than 2:00 p.m. (Washington, D.C. time) five one month; (5) Business Days’ prior to if a Revolving Loan comprised of Offshore Currency Loans, the requested Funding Date, which notice, if not withdrawn prior to Applicable Currency; and (6) the date which is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if identity of the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereofBorrower. (b) Upon receipt of the Borrower’s request for Notice of Borrowing, the Administrative Agent will promptly notify each Lender thereof and of the amount of such Lender's Pro Rata Share of the related Borrowing. In the case of a borrowing pursuant to Section 2.03(a)Borrowing of Loans comprised of Offshore Currency Loans, such notice will provide the amount of each Lender's Pro Rata Share of such Borrowing, and assuming all conditions precedent to the making Administrative Agent will, upon the determination of the Dollar Equivalent amount of such Loan have been satisfied (or waived Borrowing as specified in the Notice of Borrowing, promptly notify each Lender of the exact Dollar Equivalent amount of such Lender's Pro Rata Share of such Borrowing. The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Lender Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))2.16. (c) The Borrower hereby directs Each Lender will make the Lender to send the proceeds amount of all Loans (i) by wire transfer its Pro Rata Share of each Borrowing available to the Administrative Agent for the account specified of the relevant Borrower at the Administrative Agent's Payment Office on Schedule A or (ii) to such other account as shall be designated the Borrowing Date requested by the Borrower in the requested currency (i) in the case of a Notice Borrowing comprised of BorrowingLoans in Dollars, by 10:00 a.m. (Charlotte time) and (ii) in the case of a Borrowing comprised of Offshore Currency Loans, by such time as the Administrative Agent may specify, in funds immediately available to the Administrative Agent. The proceeds of all such Loans will then be made available to the applicable Borrower by the Administrative Agent at such office by crediting the account of the requesting Borrower on the books of BofA with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) The Borrower agrees After giving effect to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of any Borrowing, divided by (B) three hundred sixty (360) daysunless the Administrative Agent shall otherwise consent, multiplied by (iii) the amount there may not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive more than twelve different Interest Periods in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereundereffect.

Procedure for Borrowing. (ai) The Borrower may request a borrowing to Each Borrowing shall be made on any Business Day during the Commitment Period (each such date upon a “Funding Date”) by delivering Borrower's irrevocable written notice delivered to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of a notice of borrowing in the form attached hereto as Exhibit B C (a “"Notice of Borrowing”"), appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. by the Agent prior to 11:00 a.m. (WashingtonDallas, D.C. Texas time) five (5y) three (3) Business Days’ Days prior to the requested Funding Date, which notice, if not withdrawn prior to Date in the date which is two case of a LIBOR Rate Revolving Loan and (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. timez) on the requested Funding Date, in the Lender case of a Base Rate Revolving Loan, specifying: (A) the amount of the Borrowing, which, if a LIBOR Rate Revolving Loan, shall make be in an amount that is not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and if a Base Rate Revolving Loan, shall be in an amount that is not less than $100,000 or an integral multiple of $100,000 in excess thereof; (B) the requested Funding Date, which shall be a Business Day; (C) whether the Revolving Loan requested is to be a Base Rate Revolving Loan or a LIBOR Rate Revolving Loan; provided that if such Borrower fails to specify whether any Revolving Loan is to be a Base Rate Revolving Loan or a LIBOR Rate Revolving Loan, such request shall be deemed a request for a Base Rate Revolving Loan; (D) the duration of the Interest Period if the requested Revolving Loan is to be a LIBOR Rate Revolving Loan; provided that if the Borrower fails to select the duration of the Interest Period with respect to any requested LIBOR Rate Revolving Loan, the Borrower shall be deemed to have requested such Revolving Loan be made as a LIBOR Rate Revolving Loan with an Interest Period of one month in duration; and (E) the account (as acceptable to the Agent pursuant to Section 2.2(c)) to which the proceeds of such Loan available Borrowing are to the Borrower in immediately available fundsbe deposited, via wire transfer (pursuant to the or wire transfer instructions set forth in Section 2.03(c))satisfactory to the Agent with respect to any Borrowing which is permitted to be funded directly to any Person other than a Borrower; provided that if any Default or Event of Default exists at the time of any request by a Borrower for a LIBOR Rate Revolving Loan, such Borrower shall be deemed to have requested such Revolving Loan be made as a Base Rate Revolving Loan. With respect to any Borrowing to be made on the Closing Date, unless otherwise agreed by the Agent and the Lenders such Borrowing will consist of Base Rate Revolving Loans. (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) With respect to such other account as shall be designated by any request for Base Rate Revolving Loans, in lieu of delivering the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such above-described Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) a Borrower may give the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower Agent telephonic notice of such request by the Lender required time, with such telephonic notice to be confirmed in writing no later than the Business Day following the giving of such telephonic notice but the Agent at all times shall be conclusive entitled to rely on such telephonic notice in making such Revolving Loans, regardless of whether any such confirmation is received by the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunderAgent.

Procedure for Borrowing. (a) The Borrower may request a borrowing to be made borrow under the Commitment during the Commitment Period on any Business Day during the Commitment Period (each such date a “Funding Date”) by delivering to the Administrative Agent and the Lender a Notice notice of Borrowing borrowing, reasonably believed by ▇▇▇▇▇▇ to be executed by an Authorized Person, substantially in the form of Exhibit B A (a “Notice of Borrowing”), appropriately completed) specifying (i) the amount to be borrowed, which shall be $25,000 or more and in minimum increments of $5,000, unless Lender consents otherwise, (ii) the requested Borrowing Date, and (iii) whether the requested Loan is to be a SOFR Loan or a Base Rate Loan. To be effective, the Notice of Borrowing must be received no later than 2:00 p.m. (Washington, D.C. time) thirty-five (535) Business Days’ prior to calendar days before the requested Funding Borrowing Date, which notice, if not withdrawn prior to provided that upon the date which is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple request of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall use its commercially reasonable efforts to provide the requested Loan earlier than such date (a) if the Notice of Borrowing is received prior to 11:00 a.m. three Business Days before the requested Borrowing Date, in the case of a requested Loan that is initially to be a SOFR Loan, or (b) if the Notice of Borrowing is received prior to 12:00 p .m. on the requested Borrowing Date, in the case of a requested Loan that is initially to be a Base Rate Loan. Lender shall, unless it determines that any applicable condition specified in Article IV has not been satisfied, make the proceeds amount of such the requested Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to funds before 3:00 p.m. on the wire transfer instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs requested Borrowing Date by crediting the Cash Account. Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower fully protected in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable acting in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice Notices of Borrowing delivered executed, or reasonably believed by the Borrower has become irrevocable ▇▇▇▇▇▇ to the date the Borrower defaults have been executed, by an Authorized Person or in making a borrowing pursuant failing to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive act in the absence thereof, and shall be fully protected and absolved from any liability arising therefrom. For the avoidance of manifest error. The covenant in this doubt, each Base Rate Loan shall remain outstanding until the earlier to occur of (x) repayment pursuant to Section 2.03(d2.05(b) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunderor (y) conversion pursuant to Section 2.03.

Procedure for Borrowing. (a) The Borrower may request a borrowing to Each Borrowing shall be made on any Business Day during the Commitment Period (each such date a “Funding Date”) by delivering upon Borrower’s irrevocable written notice delivered to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which notice must be received by Agent prior to 5:00 p.m. (Dallas, Texas time) on the date which is five (5) Business Days prior to the requested Borrowing date of each Borrowing; provided that, if the date of such Borrowing is the Closing Date, such Notice of Borrowing must be received no by Agent prior to 1:00 p.m. (Dallas, Texas time) on the Closing Date, and provided, further, that with respect to Borrowings after the Closing Date, Borrower may give notice of the requested Borrowing to Agent by telephone call, with such notice confirmed not later than 2:00 p.m. the following Business Day by hand delivery, facsimile or electronic mail to Agent of a signed Notice of Borrowing. Such Notice of Borrowing shall specify: (Washington, D.C. timei) five the amount of the Borrowing (5) Business Days’ prior to the requested Funding Date, which notice, if not withdrawn prior to the date which is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in an aggregate minimum principal amount equal to of $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple 1,000,000 and multiples of $1,000,000 in excess thereof); (ii) a written description in form and substance acceptable to Agent in its Permitted Discretion detailing proposed use of the proceeds of the Borrowing, such use to be in compliance with this Agreement, including, but not limited to Section 2.2(g), Section 4.10 and Section 5.4(d); and (iii) the requested Borrowing date, which shall be a Business Day. (b) Upon receipt of the BorrowerNotice of Borrowing, Agent will promptly notify each Lender with a Commitment affected thereby of such Notice of Borrowing and of the amount of such Lender’s request for a borrowing pursuant to Section 2.03(a), and assuming all Commitment Percentage of the Borrowing. (c) Upon satisfaction or waiver of the conditions precedent to the making of such Loan have been satisfied Borrowings specified in Sections 2.1 and 2.2 (or waived by the Lender in accordance with Section 10.01as applicable), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender Agent shall make the proceeds of such Loan Loans available to Borrower on the requested date of such Borrowing by causing an amount of same day funds in dollars equal to, the proceeds of each requested Borrowing will be made available to Borrower in immediately available funds, via by Agent by wire transfer (or ACH transfer) of such amount to Borrower pursuant to the wire transfer instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated the signature page hereto, unless Agent is otherwise directed in writing by the Borrower in a Notice of BorrowingBorrower. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.