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2:00 p.m. (Washington, D.C. time) five (5) Business Days’ prior to the requested Funding Date, which notice, if not withdrawn prior to the date which is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable.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 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 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. (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. (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 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 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. (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. (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 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. (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 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 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 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. (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. (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 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. (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 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. 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. (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. (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 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 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 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. (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 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 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 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 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 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. (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. (a) The Borrower may request a borrowing Subject to the terms and conditions hereof, Bank shall cause the Loans to be made on to Borrowers, and shall convert outstanding Prime Loans under Facility B to LIBOR Loans or vice versa or shall continue any Business Day outstanding LIBOR Loan as a LIBOR Loan for a new Interest Period, at any time and from time to time during the Commitment Period Term of this Agreement upon timely prior oral or written notice (each such date a “Funding Date”"Borrowing 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. (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 from any of the Borrower Borrowers 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 Bank specifying: (i) the sum desired amount of the Facility A Loan or Facility B Loan requested which in the case of a LIBOR Loan under Facility B shall be in a principal amount of at least Five Hundred Thousand Dollars (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 $500,000.00); (ii) the quotient whether such Loan shall be a new Loan under Facility A or Facility B, or a conversion of (A) the number all or a portion of days constituting the period any presently outstanding Facility B Loan from the date such Notice of Borrowing delivered by the Borrower has become irrevocable Prime Rate to the date the Borrower defaults in making LIBOR Rate, or vice versa, or a borrowing pursuant to such Notice continuation of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by an expiring LIBOR Loan for a new Interest Period; (iii) if a new Loan under Facility B, whether such Loan is to be a Prime Loan or a LIBOR Loan; (iv) in the amount not so borrowed. A certificate as case of a LIBOR Loan, the duration of the Interest Period applicable thereto, subject to the amounts payable pursuant provisions of the definition of Interest Period; (v) the date on which the proceeds of any new Loan are to this Section 2.03(d) submitted be made available to any of the Borrower Borrowers or the date on which the new interest rate is to take effect for any outstanding Facility B Loan being converted or continued by the Lender Borrowers, which shall be conclusive in a Business Day; (vi) that on the absence date of, and after giving effect to, such Loan, no Default or Event of manifest error. The covenant Default under this Agreement has occurred and is continuing; and (vii) that on the date of, and after giving effect to, such Loan, all of the representations and warranties of Borrowers contained in this Section 2.03(d) shall survive Agreement are true and correct in all material respects as if made on the termination date of this Loan Agreement and the payment of the Loans and all other amounts payable hereundersuch Loan.

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 ▇▇▇▇▇▇▇▇, 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 Days thereafter. (c) Subject to such Funding Datethe definition of “Interest Period”, shall thereafter become irrevocable. Each each Interest Period of a SOFR 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) commence on the requested Funding Date, the Lender date such SOFR Loan is made and shall make the proceeds of end on such Loan available to the date as Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions may elect as set forth in Section 2.03(c))subsection (b)(iii) above. (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 Revolving Credit Loan Advances. ------------------------------ (i) Subject to the terms and conditions hereof, Lenders shall cause the Revolving Credit Loans to be made on to Borrowers at any Business Day time and from time to time during the Commitment Term of this Agreement, upon timely prior oral or written notice ("BORROWING NOTICE") to Agent specifying: (A) the currency in which such Revolving Credit Loan shall be funded by Agent to Borrowers, (B) the desired amount of the new Revolving Credit Loan, (C) the date on which the Revolving Credit Loan proceeds are to be made available to Borrowers, which shall be a Business Day, and (D) whether such Revolving Credit Loan is to be a Prime Loan or a LIBOR Loan, and if a LIBOR Loan, the applicable Interest Period (each such date therefor. Each Borrowing Notice, if in writing, shall be in the form of the notice attached hereto as Exhibit D, --------- and any oral request made by the Borrowers shall be confirmed by the Borrowers by the delivery of a “Funding Date”) by delivering to the Administrative Agent and the Lender a written Borrowing Notice of Borrowing substantially in the form of Exhibit B (D to Agent not later than the close of business --------- on the next succeeding Business Day. Each Borrowing Notice for a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing Prime Loan must be received no by Agent not later than 2:00 11:00 a.m. (St. Louis time) on the Business Day on which a Prime Loan is to be made. Each Borrowing Notice for a LIBOR Loan in Dollars must be received by Agent not later than 11:00 a.m. (St. Louis time) three (3) Business Days in advance of the Business Day on which such LIBOR Loan is to be made. Each Borrowing Notice for a LIBOR Loan in an Optional Currency must be received by the Agent not later than 11:00 a.m. (St. Louis time) four (4) Business Days in advance of the Business Day on which such LIBOR Loan in an Optional Currency is to be made. (ii) Upon receipt of a Borrowing Notice, Agent shall promptly notify each Lender on the date of receipt of such Borrowing Notice by Agent specifying (A) the proposed date of borrowing and the time and method of disbursement of such Revolving Credit Loans, (B) the aggregate amount, type and currency of such Revolving Credit Loan and the applicable Interest Period (if any), (C) if the Revolving Credit Loan is to be denominated in an Optional Currency, the designated Funding Office for such Revolving Credit Loans, and (D) such Lender's Pro Rata Share (in Dollars, as calculated by Agent) of the Revolving Credit Loan. A Borrowing Notice shall not be revocable by Borrowers. Subject to the provisions of Section 3.20(b), each Lender shall --------------- make available its Pro Rata Share of such Revolving Credit Loan in Dollars in immediately available funds to Agent at the designated Funding Office not later than 1:30 p.m. (Washington, D.C. St. Louis time) five on the date of each new Revolving Credit Loan such that the Agent is able to fund such Revolving Credit Loans (5in the requested currency) Business Days’ to Borrowers. Agent shall not be required to make any amount available to Borrowers hereunder except to the extent it shall have received such amount from the Lenders as set forth herein, provided, however, that unless Agent shall have been notified -------- ------- by a Lender prior to the requested Funding Datetime a Revolving Credit Loan is to be made hereunder that such Lender does not intend to make its Pro Rata Share of such Revolving Credit Loan available to Agent, which noticeAgent may assume that such Lender has made such Pro Rata Share available to Agent on such date, if not withdrawn prior and Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to Agent by such Lender and Agent has made such amount available to the Borrowers, Agent shall be entitled to receive such amount from such Lender forthwith upon its demand, together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Borrowers and ending on but excluding the date Agent recovers such amount from the Lender at a rate per annum equal to the effective rate charged to Agent for overnight federal funds transactions with members of the Federal Reserve System for each day as determined by Agent (or in the case of a day which is two (2) not a Business Days’ prior to such Funding DateDay, shall thereafter become irrevocablethen for the preceding day). 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 Subject to the making of such Loan terms and conditions hereof, provided that Agent has received a timely Borrowing Notice, Agent shall (unless Agent determines that any applicable conditions specified in Section 4 have not been satisfied (or waived by --------- satisfied) make the Lender in accordance with Section 10.01), funds so received from the Lenders available to Borrowers at the designated Funding Office not later than 2:00 p.m. (Washington, D.C. timelocal time with respect to such Funding Office) on the requested Funding Date, Business Day specified in said Borrowing Notice in accordance with any instructions for such disbursement received from 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))Borrowers. (ciii) The Borrower Borrowers hereby directs authorize Agent and Lenders to rely on telephonic, telegraphic, telecopy, telex or written instructions of any Person identifying himself or herself as ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇ (or any other individual from time to time authorized to act on behalf of the Lender Borrowers pursuant 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 a resolution adopted by the Borrower in a Notice Board 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 Directors of the respective Borrowers and certified by the Secretary of each such Borrower and delivered to Agent) with respect to any request to make a borrowing of Loans Loan or a repayment hereunder, and on any signature which Agent or any of the requested amount after Lenders in good faith believe to be genuine, and the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses Borrowers shall be calculated bound thereby in the same manner as follows: an amount equal if such Person were actually authorized or such signature were genuine. Borrowers also hereby agree, jointly and severally, to indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (including, without limitation, Attorneys' Fees) relating to or arising out of or in connection with the product acceptance of (i) instructions for making Revolving Credit Loans or making repayments hereunder unless such acceptance results from the sum gross negligence or willful misconduct of (A) the weighted average cost (Agent or a Lender, as determined by the Lender in its sole discretion) a court 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 hereundercompetent jurisdiction.

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, which Notice of Borrowing must be received no later than 2:00 p.m. by the Administrative Agent prior to (Washington, D.C. i) 11:00 a.m. (California time) five (5) three US Business Days’ Days prior to the requested Funding Date, which notice, if not withdrawn prior to in the date which is two case of US 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 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. California time) on the requested Funding Date, in the Lender shall make case of US Base Rate Revolving Loans, specifying: (A) the proceeds amount of the US Borrowing, which in the case of a US LIBOR Revolving Loan must equal or exceed $1,000,000 (and increments of $500,000 in excess of such Loan available amount); (B) the requested Funding Date, which must be a US Business Day; (C) 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 duration of the Interest Period for any requested US 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 Borrower in immediately available fundsUS Borrowing to be made on the Closing Date, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))such US Borrowing will consist of US Base Rate Revolving Loans only. (c2) The Borrower hereby directs the Lender to send the proceeds In lieu 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, the US Borrower Representative may give the Administrative Agent telephonic notice of such request for advances to the Designated Account of the US Borrowers on or before the deadline set forth above. The Administrative Agent at all times shall be entitled to rely on such telephonic notice in making such US Revolving Loans, regardless of whether any written confirmation is received. (d3) The Borrower agrees US 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 US LIBOR 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. (ai) The Borrower may request a borrowing to Each Borrowing of Revolving Loans 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 notice must be received no later than 2:00 p.m. by the Agent prior to 11:00 a.m. (Washington, D.C. Chicago time) five (5x) 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 no later than 2:00 p.m. 11:00 a.m. (Washington, D.C. Chicago time) on the requested Funding Date, in the Lender case of Base Rate Loans): (A) specifying the amount of the Borrowing, which, in the case of LIBOR Rate Loans shall make be an amount not less than $1,000,000 or in an integral multiple of $1,000,000 in excess thereof; (B) specifying the requested Funding Date, which shall be a Business Day; (C) specifying whether the Revolving Loans requested are to be Base Rate Loans or LIBOR Rate Loans provided, however, that with respect to the Borrowing to be made on the Closing Date, such Borrowings will consist of Base Rate Loans only; (D) specifying the duration of the Interest Period if the requested Revolving Loans are to be LIBOR Rate 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; and (E) in the event that all or a portion of the proceeds of such the Revolving Loan available requested will be utilized to the Borrower in immediately available funds, via wire transfer (make an Intercompany Loan pursuant to the wire transfer instructions set Section 9.13, setting forth in Section 2.03(c))reasonable detail the calculations required to establish that the aggregate amount of such Intercompany Loan (and all prior Intercompany Loans made with proceeds of (ii) After giving effect to any Borrowing, there may not be more than five (5) different Interest Periods in effect. (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 above-described Notice of Borrowing which has become irrevocable the Borrower may give the Agent telephonic notice of such request by the required time, with such telephonic notice to be confirmed in accordance with Section 2.03(a). Such losses writing within 24 hours of the giving of such notice but Agent shall be calculated as follows: an amount equal entitled to rely on 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 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 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 10:00 a.m. (Chicago time) (i) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans; (ii) on the requested Borrowing Date, in the case of Fixed Rate Loans, and (iii) on the requested Borrowing Date, in the case of Reference Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; provided that if the Notice of Borrowing fails to specify the type of Loan, the Loan shall be a Reference Rate Loan; and (D) 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 Fixed Rate Loans or Offshore Rate Loans, such Interest Period shall be one day or one month, respectively. 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 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. 10:00 a.m. (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 thereofReference Rate Loans only. (b) Upon The Agent will promptly notify each Bank 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 Bank'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 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 by 2:00 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 BAI (or the commercial banking Affiliate of any successor agent appointed pursuant to Section 9.9 hereof, as applicable) 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 five 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 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. (a) The Each Borrowing by a Borrower may request a borrowing to shall be made on any Business Day during upon such Borrower's irrevocable written notice in substantially the Commitment Period form attached hereto as Exhibit A (each such date a “Funding Date”or telephonic notice promptly confirmed in writing) by delivering 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 10:30 a.m. (Washington, D.C. Chicago time) five (5i) three (3) Business Days’ Days prior to the requested Funding Borrowing Date, which notice, if not withdrawn prior to in the date which is case of Offshore Currency Loans; (ii) two (2) Business Days’ Days prior to such Funding the requested Borrowing Date, shall thereafter become irrevocable. Each Loan 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 name of such Borrower; (B) the amount of the Borrowing, which shall be in an aggregate amount equal to $5,000,000 (or, if the Available Amount is 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 amountLoans 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 lesser amountInterest Period shall be one month; and (F) or in the case of a whole multiple Borrowing comprised of $1,000,000 in excess thereofOffshore Currency Loans, the Applicable Currency. (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 Bank 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)subsection 2.5(a). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) will be made available to the applicable Borrower by the Bank by crediting the account of such Borrower on the books of the Bank or by wire transfer in accordance with written instructions provided to the account specified on Schedule A or (ii) to Bank by such other account as shall be designated by the Borrower in a Notice of BorrowingSame Day Funds. (d) The Borrower agrees After giving effect to compensate the Lender for the losses any Borrowing and Quoted Rate Interest Periods, in aggregate, there may not be more than eight (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 8) 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 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 hereundereffect at any one time.

Procedure for Borrowing. (a) The Borrower may request a borrowing to Each Borrowing of Revolver Advances shall be made on any Business Day during by a written request by an Authorized Person of the Commitment Period (each such date a “Funding Date”) by delivering applicable Borrower 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 Agent. Such notice must be received by Agent (1) in the case of Borrowings of Base Rate Loans by the US Borrower, no later than 2:00 p.m. 12:00 noon (Washington, D.C. New York time) five on the Business Day that is the requested Funding Date, (52) in the case of Borrowings of Base Rate Loans by the Foreign Borrower, no later than 12:00 noon (New York time) at least 1 Business Days’ Day prior to the requested Funding Date, which notice(3) in the case of Borrowings of LIBOR Rate Loans denominated in Dollars, if not withdrawn no later than 12:00 noon (New York time) at least 3 Business Days prior to the date which is two requested Funding Date or (24) in the case of Borrowings of LIBOR Rate Loans denominated in Euros, no later than 12:00 noon (London time) at least 3 Business Days’ 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 specifying (i) the sum amount of such Borrowing, (Aii) the weighted average cost requested Funding Date, which shall be a Business Day, (as determined iii) the applicable Borrower, (iv) [reserved], (v) if such Borrowing is to be denominated in Dollars, whether such Borrowing shall be a LIBOR Rate Loan or a Base Rate Loan, (vi) if such Borrowing is a LIBOR Rate Loan, the duration of the Interest Period applicable thereto, (vii) whether such Borrowing is to be a Dollar Revolver Borrowing or a Multicurrency Revolver Borrowing and (viii) in the case of any Multicurrency Revolver Borrowing, whether such Borrowing is to be made in Dollars or Euros; provided that, notwithstanding anything to the contrary herein, unless otherwise agreed from time to time by the Lender Agent in its sole discretion, no Revolver Advances shall be made to the Foreign Borrower prior to the date on which the Final Financing Order shall have been entered by the Bankruptcy Court. Notwithstanding the foregoing, with respect to any Advances to be made on the Closing Date, the Borrowers shall be required to provide such notice no later than 4:00 p.m. (New York time) at least 1 Business Day prior to the Closing Date (or such shorter notice period as may be agreed to by the Agent). At Agent’s election, in lieu of all nominal marketable Indebtedness issued delivering the above-described written request with respect to Advances to be made to the US Borrower, any Authorized Person may give Agent telephonic notice of such request by UST over the preceding thirty required time. In such circumstances, each Borrower agrees 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. The Borrowing of any LIBOR Rate Loan shall be subject to the provisions of Section 2.12. Each Borrowing of a Term Advance shall be made by delivery to the Agent, with a copy to each of the Required Term Lenders’ Advisors, in each case by e-mail or facsimile, of a written request executed by a Responsible Officer of the US Borrower. Such written request must be received by the Agent and such Required Term Lenders’ Advisors not later than 12:00 noon (30New York time) daysat least 1 Business Day prior to the requested Funding Date (or such later time agreed to by the Agent), plus specifying (Bi) 1.00%, multiplied by the amount of such Borrowing and (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 Borrowingrequested Funding Date, 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 which 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 hereundera Business Day.

Procedure for Borrowing. (aA) 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 a “Funding Date”) by delivering upon ACL’s irrevocable written notice delivered to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B I (any such notice being referred to herein as 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 12:00 noon (WashingtonChicago, D.C. Illinois time) five (5y) 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 Loans or (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 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: (c1) The Borrower hereby directs the Lender to send amount of the proceeds Borrowing, which in the case of all LIBOR Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by in an amount that is not less than One Million Dollars ($1,000,000) or an integral multiple of One Million Dollars ($1,000,000) in excess thereof; (2) the Borrower requested Funding Date, which must be a Business Day; (3) whether the Revolving Loans requested are to be Base Rate Loans or LIBOR Loans; provided, that if ACL fails to specify whether any Revolving Loans are to be Base Rate Loans or LIBOR Loans, such request shall be deemed a request for Base Rate Loans; and (4) if the requested Revolving Loans are to be LIBOR Loans, the duration of the Interest Period; provided, that if ACL fails to select the duration of the Interest Period with respect to any requested LIBOR Loans, ACL shall be deemed to have requested such Revolving Loans be made as LIBOR Loans with an Interest Period of one month in duration.1 (B) With respect to any request for Base Rate Loans, in lieu of delivering a Notice of Borrowing, ACL may give the Agent telephonic notice of such request for advances to the Funding Account not later than the required time specified in clause (A) preceding. The Agent at all times shall be entitled to rely on such telephonic notice in making any such Revolving Loans, regardless of whether any written confirmation is received by the Agent. (dC) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant Whenever checks or other items are presented to the next succeeding sentence) that Bank for payment against the Lender incurs as a consequence of a failure Funding Account or any other Deposit Account maintained by any Borrower with the Bank in an amount greater than the then available balance in the Funding Account or such other Deposit Account, such presentation may, at the election 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 Agent in its sole discretion) of all nominal marketable Indebtedness issued , be deemed to be a request 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 such Borrower for a Base Rate Loan on the date of such Notice of Borrowing delivered by the Borrower has become irrevocable presentation in an amount, subject to the date the Borrower defaults in making a borrowing pursuant clause (iii)(A) preceding, sufficient to cover all 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 items presented in the absence of manifest error. The covenant in this Section 2.03(dFunding Account or such other Deposit Account on such date. (D) shall survive At the termination of this Loan Agreement and the payment election of the Agent or the Majority Lenders, the Borrowers shall have no right to request LIBOR Loans and all other amounts payable hereunderduring the continuance of any Default or Event of Default.

Procedure for Borrowing. (a) The Borrower Borrowers 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 (a “Notice of Borrowing”), appropriately completedD attached hereto, which Notice of Borrowing request must be received no later than 2:00 p.m. by the Lender prior to 11:00 a.m. New York City time, one (Washington, D.C. time) five (51) Business Days’ Day prior to the requested Funding Date, which notice, if not withdrawn prior . Such request for borrowing shall (i) attach a schedule identifying the Eligible Mortgage 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 to such specify the requested Funding Date, shall thereafter become irrevocable. Each Date and the requested Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount(iii) or include a whole multiple of $1,000,000 Mortgage Loan Tape containing information with respect to the Eligible Mortgage Loans that the applicable Borrower proposes to pledge to the Lender and to be included in excess thereof.the Borrowing Base in (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 requesting Borrower agrees shall release to compensate the Custodian no later than 12:00 p.m., New York time, one (1) Business Day prior to the requested Funding Date, the Mortgage File pertaining to each Eligible Mortgage Loan to be pledged to the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of and included in the Borrower to make a borrowing of Loans of the Base on such 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. (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 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 p.m. (Washington, D.C. time) 11:00 a.m. 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. (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 as specified in Schedule 5, given not later than 10:00 a.m. (each such date Toronto time) by a 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 Advances comprising the Borrowing; (iii) the aggregate amount of the Borrowing; and (iv) in the case of a “Notice Eurodollar Rate Advance, the initial Eurodollar Interest Period. The applicable Borrower shall not select a Eurodollar Interest Period which is after the Relevant Repayment Date in respect of Borrowing”)the Credit Facility under which a Eurodollar Rate Advance is requested. Upon receipt by the Agent of funds from the applicable Lenders and fulfilment of the applicable conditions set forth in Article 6, 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 by SGC to the Swingline Lender (with telephone confirmation thereof to the Agent on the same day), providing the same information to the Swingline Lender (and in such Funding Date, shall thereafter become irrevocable. Each Loan confirmation) as would be contained in a Borrowing Notice (which shall be deemed to have been so provided); or (ii) shall be deemed to have been made by the Swingline Lender, without notice from or to SGC, in respect of any overdraft in SGC’s Borrower’s Account with the Swingline Lender 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 thereofoverdraft. (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. (ai) The Borrower may request a borrowing to Each Borrowing of CAPEX Loans 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 notice must be received no later than 2:00 p.m. by the Agent prior to 11 a.m. (Washington, D.C. Chicago time) five (5x) 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 no later than 2:00 p.m. 11:00 a.m. (Washington, D.C. Chicago time) on the requested Funding Date, in the Lender case of Base Rate Loans): (A) specifying the amount of the Borrowing; (B) specifying the requested Funding Date, which shall make be a Business Day; (C) specifying whether the CAPEX Loans requested are to be Base Rate CAPEX Loans or LIBOR CAPEX Loans; (D) specifying the duration of the Interest Period if the requested CAPEX Loans are to be LIBOR CAPEX Loans. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of LIBOR CAPEX Loans, such Interest Period shall be three months; (E) specifying the Equipment to be purchased by the Borrower with the proceeds of such Loan available CAPEX Loan; and (F) attaching a true and complete copy of the invoice relating to the Equipment to be purchased by the Borrower in immediately available funds, via wire transfer (pursuant to with the wire transfer instructions set forth in Section 2.03(c))proceeds of such CAPEX Loan. (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 five (5) different Interest Periods in a Notice of Borrowingeffect. (diii) The Borrower agrees With respect to compensate any request for Base Rate CAPEX Loans, in lieu of delivering 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 above-described Notice of Borrowing which has become irrevocable the Borrower may give the Agent telephonic notice of such request by the required time, with such telephonic notice to be confirmed in accordance with Section 2.03(a). Such losses writing within 24 hours of the giving of such notice but Agent shall be calculated as follows: an amount equal entitled to rely on 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 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 hereunderCAPEX Loans.

Procedure for Borrowing. (a) The Borrower At the time of the initial Advance under the Term Promissory Note or the Revolving Line of Credit Promissory Note, as the case may request a borrowing be, the conditions set forth in Section 3.1 of this Agreement shall have been satisfied and, with respect to be made on any Business Day during each Subsequent Advance under the Commitment Period (Revolving Line of Credit Promissory Note, the conditions set forth in Section 3.2 hereof shall have been satisfied at the time of each such date Subsequent Advance. At the time of each request for a “Funding Date”) by delivering Subsequent Advance under the Revolving Line of Credit Promissory Note, the Borrower shall simultaneously furnish to the Administrative Agent and the Lender a Notice written notice of Borrowing borrowing (dated as of the date of the request for such Subsequent Advance and otherwise being in substantially the form attached hereto as Exhibit C) confirming (i) the amount of the requested Subsequent Advance and (ii) the absence of any Event of Default at the date of such request. Each request for a Subsequent Advance under the Revolving Line of Credit Promissory Note must be in the form minimum amount of Exhibit B (a “Notice $50,000.00 or the unadvanced portion of Borrowing”)the Revolving Line of Credit Promissory Note, appropriately completedwhichever is less. Assuming the satisfaction of the conditions set forth in this Section 2.2, which Notice requests for Subsequent Advances under the Revolving Line of Borrowing must Credit Promissory Note will be funded on the same Business Day that Lender receives Borrower's request for each such Subsequent Advance; provided that Borrower's request is received no later than 2:00 p.m. (Washington, D.C. time) five (5) Business Days’ by the Lender prior to the requested Funding Date, which notice, if not withdrawn prior to 12:00 noon on the date which is two (2) Business Days’ prior to of any 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 Lender shall maintain in accordance with its usual practice one or more accounts or other records evidencing the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent Obligations of the Borrower to the making of such Loan have been satisfied (or waived Lender resulting from each loan made by the Lender from time to time under the Notes, including the amounts of principal and interest payable and paid to the Lender from time to time under this Agreement and each respective Note. The entries made in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, such accounts or records of the Lender shall make be prima facie evidence of the proceeds existence and amounts of the Obligations of the Borrower and its Subsidiaries therein recorded; provided, however, that the failure of the Lender to maintain any such Loan available accounts or records, or any error therein, shall not in any manner affect the absolute and unconditional obligation of the Borrower to repay (with applicable interest) all loans made 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 terms of this Loan Agreement and the payment of the Loans and all other amounts payable hereunderNotes.

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 shall deliver to the Administrative Disbursing Agent and the Lender a fully executed Borrowing 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. timex) five one Business Day in advance of the ClosingSecond Amendment Funding Date in the case of Base Rate Loans and (5y) three Business Days’ prior Days in advance of the ClosingSecond Amendment Funding Date in the case of Eurodollar Loans (or such shorter period as may be acceptable to the requested Funding Date, which Lenders and the Disbursing Agent). 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 in an amount equal a Base Rate Borrowing. The Disbursing Agent shall promptly advise the Lenders of any notice given pursuant to $5,000,000 this Section 2.02 (orand the contents thereof), if and of each Lender’s portion of the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereofrequested borrowing. (b) Upon receipt of written confirmation by the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all Lenders of the satisfaction or waiver of the conditions precedent specified herein, each Lender shall make its Second Amendment Loan available to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), Disbursing Agent not later than 2:00 12:00 p.m. (Washington, D.C. time) on the requested ClosingSecond Amendment Funding DateDate by wire transfer of same day funds in Dollars, at the principal office designated by the Disbursing Agent. Upon satisfaction or waiver of the conditions precedent specified herein and receipt of funds from each Lender sufficient to make the Second Amendment Loans, the Lender Disbursing Agent shall make the proceeds of such Loan the Second Amendment Loans available to the Borrower on the ClosingSecond Amendment Funding Date by causing an amount of same day funds in immediately available funds, via wire transfer (pursuant Dollars equal 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 such Second Amendment Loans (ireceived by Disbursing Agent from the Lenders to be credited to such account(s) by wire transfer as may be designated in writing to the account specified on Schedule A or (ii) to such other account as shall be designated Disbursing Agent 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. (a1) The Each Borrowing for the account of a Borrower may request a borrowing to shall be made on any Business Day during the Commitment Period (each upon 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 a notice of borrowing in the form attached hereto as Exhibit B E (a “"Notice of Borrowing”)") together with a Borrowing Base Certificate for such Borrower reflecting sufficient Availability for such Borrower, appropriately completed, (which Notice of Borrowing must be received no later than 2:00 p.m. by the Agent prior to 10:00 a.m. (Washington, D.C. Chicago time) five (5i) three (3) 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. (Washington, D.C. time) 10:00 a.m. 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 LIBOR Loans shall be in its sole discretion) the minimum amount of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus $500,000 and in integral multiples of $500,000 in excess thereof); (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 Revolving 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 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 be made one or more borrowings 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 the Lender a Notice of Borrowing Agent, with respect to each such borrowing, an irrevocable written request for borrowing, substantially in the form of Exhibit B (a “Notice of "Request for Borrowing”"), appropriately completed, which Notice of Borrowing request must be received by the Agent no --------------------- later than 2:00 p.m. 11:00 a.m., New York City time, one (Washington, D.C. time) five (51) Business Days’ Day prior to the requested Funding Date, which notice, if not withdrawn prior . Such Request for Borrowing shall (i) attach an Asset Schedule (and a computer readable diskette or collateral tape) in respect of the Eligible Assets that the Borrower proposes to pledge to the date which is two Lenders and include in the Borrowing Base in connection with such Loan, (2ii) Business Days’ prior to such specify the requested Funding Date, which shall thereafter become irrevocable. Each be at least one (1) Business Day after the date of such Request for Borrowing, (iii) specify whether such Loan shall be secured by Equipment Loans or Trade Receivables and (iv) attach an officer's certificate signed by a Responsible Officer of the Borrower certifying that the statements set forth in an amount equal to $5,000,000 Sections 5.02(a) and (orb) hereof are true and correct as of the date of such Request for Borrowing and will be true and correct as of the requested Funding Date. Promptly after receipt of a Request for Borrowing, if the Available Amount is less than such amount, such lesser amount) or a whole multiple Agent shall notify the Lenders of $1,000,000 in excess thereofthe proposed borrowing. (b) Upon Notwithstanding anything to the contrary in this Loan Agreement, the Lenders shall have no obligation to make any Loans hereunder if there shall have occurred any material adverse change in the financial condition of the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to . The Agent shall promptly notify the making Borrower of such Loan have been satisfied (or waived any determination 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 Agent 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 hereunderforegoing.

Procedure for Borrowing. (a1) 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 Collateral 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 Collateral Agent prior to (Washingtoni) 12:00 noon (Atlanta, D.C. Georgia time) five three (53) Business Days’ Days prior to the requested Funding Date, which notice, if not withdrawn prior to in 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 case of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a)LIBOR Rate Loans, 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)ii) 12:00 noon (Atlanta, not later than 2:00 p.m. (Washington, D.C. Georgia time) on the requested Funding Date, in the Lender shall make case of Base Rate Loans, specifying: (A) whether the proceeds Borrowing is being made by a M▇▇▇▇▇ Borrower or a RoadOne Borrower; (B) the amount of the Borrowing, which in the case of a LIBOR Rate Loan must equal or exceed $1,000,000 (and increments of $500,000 in excess of such Loan available amount); (C) the requested Funding Date, which must be a Business Day; (D) 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 (E) 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 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 Revolving Loans only. (c2) The Borrower hereby directs the Lender to send the proceeds In lieu 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, a Borrower may give the Collateral Agent telephonic notice of such request for advances to the Designated Account on or before the deadline set forth above. The Collateral 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. (d3) The Borrower agrees Whenever checks, ACH transfers or similar items are presented to compensate the Lender Bank of America for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as payment against a consequence Designated Account or any other account of a failure Borrower maintained with Bank of America in an amount greater than 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 then available balance in accordance with Section 2.03(a). Such losses such accounts, such presentation shall be calculated as follows: deemed to be a request for a Base Rate Revolving Loan on the date of such presentation in an amount equal to the product excess of such checks over such available balances, and such request shall be irrevocable. The Borrowers’ Agent shall promptly notify the Collateral Agent (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretionwhich notice may be telephonic) of any such deemed request for a Base Rate Revolving Loan. If all nominal marketable Indebtedness issued by UST over of 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 conditions precedent to the date making of such Base Rate Revolving Loan are satisfied, the Borrower defaults Collateral Agent shall make the election described in Section 1.2(f) and such Base Rate Revolving Loan shall be funded accordingly. If all of the conditions precedent to the making a borrowing pursuant of such Base Rate Revolving Loan are not satisfied, and any such ACH transfer or similar item may not in Bank of America’s reasonable judgment be returned or rejected by Bank of America, the Lenders agree, notwithstanding the failure of the Borrowers to satisfy the conditions precedent to the making of such Notice of BorrowingBase Rate Revolving Loan or anything to the contrary contained in this Agreement, divided by (B) three hundred sixty (360) days, multiplied by (iii) to make one or more Loans in the amount not so borrowed. A certificate as to of such ACH transfer or similar item. (4) At 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 election of the Loans Required Lenders, the Borrowers shall have no right to request a LIBOR Loan while a Default or Event of Default has occurred and all other amounts payable hereunderis continuing.

Procedure for Borrowing. (aA) The Borrower may request an Advance by providing Lender with a borrowing certificate in a form acceptable to be made on any Business Day during Lender certifying that (i) no Event of Default has occurred or is continuing, and (ii) Borrower is in complete compliance with the Commitment Period terms and conditions of this Agreement. No Advance shall exceed the Inventory Advance Value. Lender is not obligated to make an Advance (each such date a “Funding Date”x) 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 amount available or requested is less than such amount, such lesser amountOne Hundred Thousand Dollars ($100,000.00); (y) Borrower has not provided Lender with sufficient information to calculate the Inventory Advance Value; or (z) an Event of Default or a whole multiple Pre-Default Event has occurred and is continuing Lender's use of $1,000,000 in excess thereof. (b) Upon the Borrower’s request information provided by Borrower to determine the amount available for a borrowing pursuant Advances is not an admission by Lender as to Section 2.03(a)the accuracy of the information, and assuming all conditions precedent Lender reserves the right to verify the making of such Loan have been satisfied (information and re-determine the amount available for Advances. If at any time Borrower is in default on any obligation to a third party who is claiming an interest in or waived by is encumbering the Collateral, Lender in accordance with Section 10.01)may, 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) , but is not required, to elect to make a payment or transfer on Borrower's behalf to the third party, in any amount up to the total obligation owed by Borrower to the third party, as a means of all nominal marketable satisfying Borrower's obligation to the third party in whole or in part. If Lender elects to make any such payments or transfers, they shall be deemed additional Indebtedness issued by UST over under this Agreement from the preceding thirty (30) days, plus date on which the payment or transfer is made. Such payments or transfers may be made without prior notice to Borrower and without regard to the Inventory Advance Value or the Inventory Facility Limit. (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 disburse each Advance requested by Borrower on the same Business Day as Lender receives Borrower's written request for the Advance, as long as Borrower's written request indicates that Borrower requires such Advance on the same Business Day and as long as the aggregate of all Advances within such Business Day is equal to or less than Two Million Dollars ($2,000,000.00). Borrower's written request for an Advance shall be conclusive in made no later than 8:30 a.m. EST or Lender shall not be required to make the absence Advance until the following Business Day. Lender shall disburse each Advance requested by Borrower, at the expense of manifest error. The covenant in this Section 2.03(d) shall survive the termination Borrower, by means of this Loan Agreement and the payment a wire transfer of the Loans and all other amounts payable hereunderfunds to Borrower.

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, but not including, the Termination Date 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 (a “Notice of Borrowing”), appropriately completed------- D attached hereto, which Notice of Borrowing request must be received by the Lender prior to 11:00 - a.m., New York City time, at least one (1) Business 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 the requested Funding Date, (iii) be accompanied by a Mortgage Loan 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 officer's certificate signed by a Responsible Officer of the Borrower as required by Section 5.2(b) hereof (b) Upon the Borrower's request for a borrowing pursuant to Section 2.3(a), the Lender shall, subject to the limitations set forth in Section 2.1(a) hereof and upon satisfaction of all conditions precedent set forth in Sections 5.1 and 5.2 hereof, make a Loan to the Borrower on the requested Funding Date, in the amount so requested; provided, however, that if the Mortgage Loan Tape includes Discretionary Mortgage Loans that Borrower proposes to pledge to the Lender and which are to be included in the Borrowing Base in connection with such borrowing, the Lender's obligation to fund such Discretionary Mortgage Loans shall be in its sole and absolute discretion. The Borrower acknowledges that the Lender may retain an amount equal to $100 per Defaulted Mortgage Loan to cover the costs of obtaining Broker Price Opinions. (c) The Borrower shall release 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 Mortgage File pertaining to each Eligible 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 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 terms and the payment conditions of the Loans and all other amounts payable hereunderCustodial Agreement.

Procedure for Borrowing. (a) The Borrower Borrowers 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, which notice, if not withdrawn prior . Such Request for Borrowing shall (i) attach a schedule identifying the Eligible Mortgage Loans that the Borrowers propose 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 to such 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 Borrowers propose 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 each of the Available Amount is less than such amount, such lesser amountBorrowers as required by Section 5.02(b) or a whole multiple of $1,000,000 in excess thereofhereof. (b) Upon the Borrower’s Borrowers' 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 (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) Borrowers 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 Borrowers shall release to 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 to send and included in the proceeds 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 (if the number of all Loans (i) by wire transfer Mortgage Files equals or exceeds two hundred, the Borrowers shall deliver to the account specified on Schedule A or (ii) Custodian such Mortgage Files in as many Business Days prior to such other account the Funding Date as shall be designated by is reasonably acceptable to the Borrower Custodian), as in a Notice accordance with the terms and conditions of Borrowingthe Custodial Agreement. (d) The Borrower agrees Pursuant to compensate the Custodial Agreement, the Custodian shall deliver to the Lender for and the losses Borrowers, no later than 11:00 a.m. on a Funding Date, a Trust Receipt (as calculated pursuant defined in the Custodial Agreement) in respect of all Mortgage Loans pledged to the next succeeding sentence) that the Lender incurs as on such Funding Date, and a consequence of a failure of the Borrower Mortgage Loan Schedule and Exception Report. Subject to make a Section 5 hereof, such 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 will then be calculated as follows: an amount equal made available to the product of (i) the sum of (A) the weighted average cost (as determined Borrowers by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) daystransferring, plus (B) 1.00%via wire transfer, 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 account set forth in the Borrower defaults in making a borrowing pursuant to such Notice of applicable Request for Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) in the aggregate amount not so borrowed. A certificate as of such borrowing in funds immediately available 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 hereunderBorrowers.

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, three Business Days prior to such Borrowing Date (or, with respect to the initial Loans requested to be made on any the Effective Date, one 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 Effective Date). (b) On each Borrowing Date set forth in a Borrowing Notice, which notice, if not withdrawn prior the Lender will make a Loan 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))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 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, Term A Percentage or Term B Percentage, as applicable. Notwithstanding the immediately preceding sentence, any Borrowing of Additional Term B Loans pursuant to Section 2.03(a), and assuming all conditions precedent to a Commitment Increase shall be made by the making Term B Lenders holding Term B 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 B Commitments, and any Term B Lender that does not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds hold a Term B Commitment in respect of such Loan available Commitment Increase shall have no obligation to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))make any Additional Term B 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 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 (a “Notice of Borrowing”), appropriately completedD attached hereto, 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 (51) Business Days’ Day prior to the requested Funding Date, which notice, if not withdrawn prior . Such request for borrowing shall (i) attach a schedule identifying the Eligible Mortgage 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 to such 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 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 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 shall release to the Custodian no later than 12:00 p.m., New York City time, one (1) Business Day prior to the requested Funding Date, the Mortgage File pertaining to each Eligible Mortgage Loan (other than a Wet-Ink Mortgage 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) The Borrower agrees Pursuant to compensate the Custodial Agreement, if the Custodian has received such Mortgage File by 12:00 p.m., New York City time, on the Funding Date, then on the Funding Date, the Custodian will deliver, to the Lender for and the losses Borrower, via facsimile and by modem, no later than 3:00 p.m., New York City time, a Trust Receipt (as calculated pursuant defined in the Custodial Agreement) in respect of all Mortgage Loans (except Wet-Ink Mortgage Loans) pledged to the next succeeding sentence) that the Lender incurs as on such Funding Date, and 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 Mortgage Loan Schedule and Exception Report (as determined by the Lender in its sole discretionso defined) of covering all nominal marketable Indebtedness issued by UST over the preceding thirty (30) daysWet-Ink Mortgage Loans so pledged. Subject to Section 5 hereof, 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 will then be made available to the Borrower by the Lender shall be conclusive transferring, via wire transfer, to the following account of the Borrower: Jefferson Bank, for the A/C of Fidelity Mortgage Funding, Inc. Warehouse Account, Account No. 004274598, ABA No. 031 901 482, Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, prior to the close of business on such Funding Date, in the absence aggregate amount of manifest error. The covenant such borrowing in this Section 2.03(d) shall survive funds immediately available to the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunderBorrower.

Procedure for Borrowing. (a1) The Each Borrowing by a Borrower may request a borrowing to (including BABC Loans) shall be made on any Business Day during the Commitment Period (each upon such date a “Funding Date”) by delivering Borrower's irrevocable written notice delivered to the Administrative Agent and the Lender a Notice of Borrowing in substantially in the form of attached hereto as Exhibit B C (a “"Notice of Borrowing”") together with a Borrowing Base Certificate reflecting sufficient Individual Availability of such Borrower (and sufficient Combined Availability for all Borrowers), appropriately completed, which Notice of Borrowing must be received no by the Administrative Agent not later than 2:00 p.m. 12:00 Noon New York time (Washington, D.C. timei) five (5) at least 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. (Washington, D.C. time) 12:00 Noon on the requested Funding Date, in the Lender case of Base Rate Loans, specifying: (A) the amount of the Borrowing; (B) the requested Funding Date, which shall make be a Business Day; (C) whether the proceeds Loans requested are to be Base Rate Loans or LIBOR Rate Loans; and (D) the duration of the Interest Period if the requested Loans are to be LIBOR Rate 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 any Borrowing to be made on the Borrower in immediately available fundsClosing Date, via wire transfer (such Borrowing will consist of Base Rate Loans only; and provided, further, that no Notice of Borrowing shall be required with respect to any Borrowing pursuant to the wire transfer instructions set forth in Section 2.03(c)2.2(i) or Section 2.4(e)(2). (c2) The Borrower hereby directs After giving effect to any Borrowing, there may not be more than seven (7) LIBOR Rate Loans outstanding in 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 for both Borrowers. (d3) The Borrower agrees With respect to compensate any request for Base Rate Loans, in lieu of delivering 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 above-described Notice of Borrowing which has become irrevocable a Borrower may give the Administrative Agent telephonic notice of such request by the required time, with such telephonic notice to be confirmed in accordance with Section 2.03(a). Such losses writing within 24 hours of the giving of such notice but the Administrative Agent shall be calculated as follows: an amount equal entitled to rely on 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 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 hereunderBase Rate Loans.

Procedure for Borrowing. (a) The Borrower Subject to Section 2.3(d), Chautauqua may request give notice of a borrowing to be made at any time during the Commitment Period on any Business Day during the Commitment Period (each such date a “Funding Date”) by delivering to the Administrative Agent Lender and to the Lender Security Trustee a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”)by 12:00 Noon, appropriately completedNew York City time, which Notice of Borrowing must be received no later than 2:00 p.m. (Washington, D.C. time) five (5) at least two Business Days’ Days prior to the requested Funding Relevant Borrowing Date, specifying the requested Relevant Borrowing Date, which notice, if not withdrawn prior to the date shall be a Business Day 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 not the Available Amount last day of a calendar month unless that is less than such amount, such lesser amount) or a whole multiple the day scheduled by the Manufacturer for delivery of $1,000,000 in excess thereofthe relevant Aircraft. (b) Upon the Borrower’s request for On or prior to 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 Relevant Borrowing Date initially set forth in a Notice of Borrowing, or any later requested Relevant Borrowing Date to which such requested Relevant Borrowing Date has been delayed as provided herein, Chautauqua may, by notice to the Lender, delay such requested Relevant Borrowing Date; PROVIDED that if Chautauqua desires to delay the requested Relevant Borrowing Date more than five Business Days after the requested Relevant Borrowing Date initially set forth in the Notice of Borrowing, Chautauqua must deliver to the --------- * Confidential -13- Lender a new Notice of Borrowing (any such new Notice of Borrowing delivered following such a delay shall not be subject to Section 2.03(c2.3(d))) specifying a requested Relevant Borrowing Date which is two or more Business Days after delivery of such new Notice of Borrowing. In the event that Chautauqua delays the requested Relevant Borrowing Date initially set forth in the Notice of Borrowing by the delivery of a new Notice of Borrowing as aforesaid, Chautauqua agrees to pay to the Lender a fee for the period beginning on the third day following the date initially set forth in the Notice of Borrowing (or, if such delay is due to a delay in delivery caused by the Manufacturer, the fifth day following the date initially set forth in the Notice of Borrowing) to the actual Relevant Borrowing Date, computed at a daily rate of [*] of the amount to be borrowed, as set forth in the initial Notice of Borrowing, with respect to such Relevant Aircraft, such fee to be payable on the Relevant Borrowing Date; PROVIDED that no such fee shall be payable if such delay was attributable to the Government of Brazil, BNDES or Lender. (c) The Borrower hereby directs Chautauqua may, at any time, by notice to the Lender, cancel a Notice of Borrowing without prejudice to its right to deliver a new Notice of Borrowing at a later date with respect to the same or any other Relevant Aircraft. If Chautauqua cancels a Notice of Borrowing in accordance with this Section 2.3(c) after the date initially set forth as the requested relevant Borrowing Date or if Chautauqua fails to borrow on a requested Relevant Borrowing Date set forth in a Notice of Borrowing and such requested Relevant Borrowing Date has not been delayed as provided in Section 2.3(b) Chautauqua shall pay to the Lender a fee for the period beginning on the third day following the date initially set forth as the requested Relevant Borrowing Date in the Notice of Borrowing (or if such cancellation is due to send a delay in delivery caused by the proceeds Manufacturer, the fifth day following the date initially set forth in the Notice of all Loans (iBorrowing) by wire transfer to the account specified on Schedule A date of such cancellation or (ii) failure to borrow, computed at a daily rate of [*] basis points of the amount to be borrowed, as set forth in the initial Notice of Borrowing with respect to such other account Relevant Aircraft, such fee to be payable within five Business Days after the date of cancellation or failure to borrow, as the case may be; PROVIDED that no such fee shall be designated payable if such delay was attributable to the Government of Brazil, BNDES or Lender. (d) In order to assist the Lender in preparing to fund a requested borrowing for a Relevant Aircraft, Chautauqua agrees to deliver to the Lender and the Security Trustee a Planning Notice at least seven but no more than 11 Business Days prior to the delivery by Chautauqua of an effective Notice of Borrowing; PROVIDED, HOWEVER, that such Planning Notice shall not obligate Chautauqua to issue any Notice of Borrowing or to borrow any amount hereunder and the Planning Notice with respect to the Bridge Aircraft shall be deemed waived if the Borrowing Date is [*]. Chautauqua may, at any time, deliver a second Planning Notice in respect of any Aircraft, in which event any previously issued Notice of Borrowing shall be deemed canceled (including for purposes of clause (c) hereof). Chautauqua shall have no right to deliver more than two Planning Notices with respect to any one Aircraft. (e) The Lender may, by notice to Chautauqua, within 48 hours of receipt of a Planning Notice, advise Chautauqua of any day within the 20 Business Day period beginning on the seventh Business Day prior to the Scheduled Delivery Date indicated therein on which the Lender would be unable to advance a Loan pursuant hereto, PROVIDED, however, that the Lender may not indicate more than two consecutive Business Days on which it would be unable to advance a Loan pursuant hereto. If any such day is so advised by the Borrower Lender, no such day may be selected by Chautauqua as a requested Relevant Borrowing Date in a Notice of Borrowing. --------- * Confidential -14- (f) Amounts borrowed by the Borrower shall be disbursed as provided in the Relevant Loan Agreement. (dg) The Borrower agrees All proposed loan documentation shall be delivered to compensate the Lender for the losses (as calculated pursuant at its main office in Rio de Janeiro at least 7 Business Days prior 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 Relevant 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 hereunderDate.

Procedure for Borrowing. (ai) The Borrower may request a borrowing to Each Borrowing of Revolving Loans 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 a notice of borrowing in the form attached hereto as Exhibit B D (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 10:00 a.m. (Washington, D.C. Pacific time) five (5y) three (3) 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 (2z) Business Days’ prior to such on the requested Funding Date, shall thereafter become irrevocable. Each Loan in the case of Base Rate Revolving Loans, specifying: (A) the amount of the Borrowing, which in the case of LIBOR Rate Revolving Loans shall be in an amount equal to $5,000,000 (or, if the Available Amount that is not less than such amount, such lesser amount) $1,000,000 or a whole an 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 Revolving Loans or LIBOR Rate Revolving Loans; provided that if the Borrower fails to specify whether any Revolving Loans are to be Base Rate Revolving Loans or LIBOR Rate Revolving Loans, such request shall make be deemed a request for Base Rate Revolving Loans; (D) the duration of the Interest Period if the requested Revolving Loans are to be LIBOR Rate Revolving Loans; provided that if the Borrower fails to select the duration of the Interest Period with respect to any requested LIBOR Rate Revolving Loans, the Borrower shall be deemed to have requested such Revolving Loans be made as LIBOR Rate Revolving Loans with an Interest Period of one month in duration; and (E) whether the proceeds of such Loan available Borrowing are to be deposited 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) Designated Account or sent by wire transfer to a third party, in which case the account specified Borrower shall provide the Agent with wire transfer instructions satisfactory to the Agent; provided, however, that with respect to the Borrowing to be made on Schedule A or the Closing Date, such Borrowing will consist of Base Rate Revolving Loans only. (ii) With respect to such other account as shall be designated by the Borrower any request for Base Rate Revolving Loans, 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 not later than the required time specified in clause (i) preceding. The Agent at all times shall be entitled to rely on such telephonic notice in making any such Revolving Loans, regardless of whether any written confirmation is received by the Agent. (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 Rate 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 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 hereunderDefault exists.

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 Borrower's irrevocable written (each such date a “Funding Date”or, as provided below, telephonic) by delivering to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B notice (a “"Notice of Borrowing”), appropriately completed, ") delivered to the Lender which Notice of Borrowing notice must be received no by the Lender not later than 2:00 p.m. (Washington1) 11:00 a.m., D.C. New York City time) five (5) , three Business Days’ Days prior to the requested Funding Date in the case of LIBOR Rate Loans and (2) 11:00 a.m., New York City time, on the requested Funding Date in the case of Reference Rate Loans, specifying: (A) the amount of the Borrowing which, in the case of LIBOR Rate Loans, shall be in an amount not less than two million five hundred thousand dollars ($2,500,000) and in an integral multiple of five hundred thousand dollars ($500,000) in excess thereof; (B) the requested Funding Date, which shall be a Business Day; (C) whether the Revolving Loans requested are to be Reference Rate Loans or LIBOR Rate Loans; and (D) the duration of the Interest Period if the requested Revolving Loans are to be LIBOR Rate 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 one month; provided, however, that with respect to the Borrowings to be made on the Closing Date, such Borrowings shall consist of Reference Rate Loans only. (ii) After giving effect to any Borrowing, there may not be more than three different Interest Periods in effect. (iii) With respect to any request for Loans, in lieu of delivering the above-described Notice of Borrowing in writing the Borrower may give the Lender an irrevocable 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, if not withdrawn prior but the Lender shall be entitled to rely on the date which is two (2) Business Days’ prior to telephonic notice in making such Funding Date, shall thereafter become irrevocableLoans. Each oral request for a Loan shall be in an amount equal conclusively presumed to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or be made by 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 person authorized by the Borrower in to do so, and the crediting of a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant Revolving Loan to the next succeeding sentence) that Borrower's deposit account at the Lender incurs as a consequence of a failure Bank, shall conclusively establish the obligation of the Borrower to repay such Loan as provided herein. No such oral request shall direct the Lender 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 payment other than to the product of (i) Borrower's disbursement account at the sum of (A) the weighted average cost (as determined by Bank, and 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 agrees that it shall not honor any 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 hereunderrequest.

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 Borrower's irrevocable written 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 (a “"Notice of Borrowing”), appropriately completed, ") delivered to the Lender (which Notice of Borrowing notice must be received no later than 2:00 p.m. by the Lender (Washington, D.C. 1) prior to 10:30 a.m. (Los Angeles 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 Revolving 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 no later than 2:00 p.m. (Washington, D.C. time) 10:00 a.m. 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 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 (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; (C) whether the Revolving Loans requested are to be Reference Rate Revolving Loans or LIBOR Revolving Loans or a combination thereof; and (D) the duration of the Interest Period if all or part of 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; 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 two (2) 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 the Borrower may give the Lender 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 the Borrower defaults in making a borrowing pursuant to giving 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 by the notice but Lender 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 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 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 To request the Term Loan, 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 shall notify 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 such request by telephone not later than 2:00 p.m. (Washington11:00 a.m., D.C. time) five (5) Business Days’ prior to New York City time on the requested Funding Date, which notice, if not withdrawn prior to Effective Date of the date which is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocableproposed Term Loan. Each The telephonic Borrowing Request for the Term Loan shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Lender of a written Borrowing Request signed by the Borrower. Such telephonic and written Borrowing Request shall specify the following information in an compliance with Section 2.2: 1. the aggregate amount equal to $5,000,000 (orof the requested Advance; and 2. the date of such Advance, if the Available Amount is less than such amount, such lesser amount) or which shall be a whole multiple of $1,000,000 in excess thereof.Business Day; (b) Upon To request a Revolving Loan Advance, the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to Borrower shall notify the making Lender of such Loan have been satisfied (or waived request by the Lender in accordance with Section 10.01), telephone not later than 2:00 p.m. (Washington11:00 a.m., D.C. New York City time) , on the requested Funding Date, date of the proposed Revolving Loan Advance. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Lender of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall make specify the proceeds following information in compliance with Section 2.2: 1. the aggregate amount of the requested Advance; and 2. the date of such Loan available to the Borrower in immediately available fundsAdvance, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))which shall be a Business Day. (c) The Borrower hereby directs Term Loan and any Revolving Loans made on 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 Effective Date shall be designated by the Borrower in made as a Notice Eurodollar Advance having an Interest Period of Borrowingone month. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant Subject to the next succeeding sentence) that the Lender incurs as a consequence of a failure satisfaction of the Borrower to make a borrowing terms and conditions 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 (this Agreement, as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over Lender, the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) Advances shall be made available on 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 Date to the Borrower by the Lender shall be conclusive in at the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment office of the Loans and all other amounts payable hereunderLender specified in Section 9.6 by crediting the account of the Borrower on the books of such office with the amount of such requested Advance.

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 Custodian, a Notice of Borrowing written request for borrowing, substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completedD attached hereto, which Notice of Borrowing request must be received no later than 2:00 p.m. by the Lender prior to 11:00 a.m., New York City time, one (Washington, D.C. time) five (5l) Business Days’ Day prior to the requested Funding Date, which notice, if not withdrawn prior . Such request for borrowing shall (i) attach a schedule identifying the Eligible Mortgage Loans that the Borrower propose 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 to such 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 Borrower on the requested Funding Date, in the amount so requested provided that the aggregate principal balance of such Loans outstanding after giving effect to the Loan have been satisfied requested shall not exceed the Available Loan Amount as then in effect. (or waived by c) The Borrower shall release to the Lender in accordance with Section 10.01), not Custodian no later than 2:00 p.m. (Washington[12:00 p.m.,] New York City time, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Mortgage File pertaining to each 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 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 terms and the payment conditions of the Loans and all other amounts payable hereunderCustodial Agreement.

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 D hereto (a “Notice of "Request for Borrowing”"), appropriately completed, which Notice of Request for Borrowing must be received no later than 2:00 p.m. by the Lender prior to 4:00 p.m., New York City time at least one (Washington, D.C. time) five (51) Business Days’ Day prior to the requested Funding Date. Such Request for Borrowing shall (i) attach a Mortgage Asset Schedule (in hard copy, which notice, if not withdrawn prior accompanied by a data transmission in a form agreed to by the Borrower and the Lender) identifying the Eligible Assets 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 to such specify the requested Funding Date, (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 time in accordance with the terms hereof and (iv) shall thereafter become irrevocablebe signed by one of the officers of the Borrower identified in Schedule 4 hereto as it may be amended from time to time in accordance with Section 7.26 hereof. Each Loan (A) secured by Home Equity Mortgage Assets or High LTV Assets shall be in an a minimum amount equal to $5,000,000 1,000,000 and (orB) secured by FHA Assets shall be in a minimum amount equal to $500,000. Unless otherwise agreed to by Lender, if no single Request for Borrowing shall include a pledge of both (i) Home Equity Mortgage Assets, High LTV Assets and/or FHA Assets and (ii) SM/MU Assets. 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 Eligible Assets 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 's 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 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 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 shall deliver (or cause to be delivered) and release to the Custodian no later than 4:00 p.m., New York City time, three (3) Business Days prior to the requested Funding Date, the Mortgage File pertaining to each Eligible Asset to be pledged to the Lender to send and included in 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 hereunderapplicable Custodial Agreement.

Procedure for Borrowing. (a) The Borrower may request a borrowing to 2.3.1 Each Borrowing shall be made on any Business Day during and each Letter of Credit shall be issued upon the Commitment Period Borrower's irrevocable written notice (each such date a “Funding Date”including notice by facsimile, confirmed immediately by telephone) by delivering 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 prior to 11:00 a.m. San Francisco time (Washingtoni) four (4) Business Days prior to the requested Borrowing Date, D.C. timein the case of LIBOR Loans, (ii) one (1) Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans, or (iii) five (5) Business Days’ Days prior to the requested Funding Dateissuance date of a Letter of Credit) specifying: (a) the amount of the Borrowing or the Letter of Credit, 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 for any Borrowing 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 $1,000,000 100,000 in excess thereof., and for any Letter of Credit may be any amount; provided, however, that the aggregate minimum amount of -------- LIBOR Loans in respect of any Borrowing shall be $5,000,000.00 or any multiple of $100,000.00 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 DateBorrowing Date or Letter of Credit issuance date, the Lender which 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)).be a Business Day; (c) The Borrower hereby directs the Lender to send Type of Loans comprising 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.; and (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 duration of the Borrower Interest Period applicable to make a borrowing of such Loans of included in such notice. If 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 fails to specify the duration of the Interest Period for any Borrowing comprised of LIBOR Loans, such Interest Period shall be calculated as follows: an amount equal one (1) month; provided, however, that with -------- ------- respect to the product of (i) Borrowing to be made on the sum of (A) Closing Date, 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 shall be delivered by the Borrower has become irrevocable to the Administrative Agent not later than 11:00 a.m. San Francisco time one (1) Business Day before the Closing Date, and such Borrowing will consist of Base Rate Loans only. Notwithstanding the foregoing provisions of this Section 2.3.1, any amount drawn ------------- under a Letter of Credit shall, from and after the date on which such drawing is made, constitute a Borrowing for all purposes under this Agreement (including accrual and payment of interest and repayment of principal) other than disbursement of Loan proceeds under this Section 2.3.1. ------------- 2.3.2 The Administrative Agent will notify each Bank (a) on the Borrower defaults in making a borrowing pursuant to such day of its receipt of any Notice of Borrowing, divided by in the case of a request for a Borrowing consisting of Base Rate Loans, and (Bb) three hundred sixty within one (3601) daysBusiness Day after its receipt of any Notice of Borrowing, multiplied by (iii) in the case of a request for a Borrowing consisting of LIBOR Loans, of the amount not so borrowed. A certificate as of such Bank's Pro Rata Share of that Borrowing. 2.3.3 Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the amounts payable pursuant to this Section 2.03(d) submitted to Administrative Agent for the account of the Borrower at the Administrative Agent's Payment Office 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.11:00 a.

Procedure for Borrowing. (a) The Borrower Subject to Section 2.3(d), Chautauqua may request give notice of a borrowing to be made at any time during the Commitment Period on any Business Day during the Commitment Period (each such date a “Funding Date”) by delivering to the Administrative Agent Lender and to the Lender Security Trustee a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”)by 12:00 Noon, appropriately completedNew York City time, which Notice of Borrowing must be received no later than 2:00 p.m. (Washington, D.C. time) five (5) at least two Business Days’ Days prior to the requested Funding Relevant Borrowing Date, specifying the requested Relevant Borrowing Date, which notice, if not withdrawn prior to the date shall be a Business Day 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 not the Available Amount last day of a calendar month unless that is less than such amount, such lesser amount) or a whole multiple the day scheduled by the Manufacturer for delivery of $1,000,000 in excess thereofthe relevant Aircraft. (b) Upon the Borrower’s request for On or prior to 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 Relevant Borrowing Date initially set forth in a Notice of Borrowing, or any later requested Relevant Borrowing Date to which such requested Relevant Borrowing Date has been delayed as provided herein, Chautauqua may, by notice to the Lender, delay such requested Relevant Borrowing Date; PROVIDED that if Chautauqua desires to delay the requested Relevant Borrowing Date more than five Business Days after the requested Relevant Borrowing Date initially set forth in the Notice of Borrowing, Chautauqua must deliver to the Lender a new Notice of Borrowing (any such new Notice of Borrowing delivered following such a delay shall not be subject to Section 2.03(c2.3(d))) specifying a requested Relevant Borrowing Date which is two or more Business Days after delivery of such new Notice of Borrowing. In the -14- -------- * Confidential event that Chautauqua delays the requested Relevant Borrowing Date initially set forth in the Notice of Borrowing by the delivery of a new Notice of Borrowing as aforesaid, Chautauqua agrees to pay to the Lender a fee for the period beginning on the third day following the date initially set forth in the Notice of Borrowing (or, if such delay is due to a delay in delivery caused by the Manufacturer, the fifth day following the date initially set forth in the Notice of Borrowing) to the actual Relevant Borrowing Date, computed at a daily rate of [*] basis points of the amount to be borrowed, as set forth in the initial Notice of Borrowing, with respect to such Relevant Aircraft, such fee to be payable on the Relevant Borrowing Date; PROVIDED that no such fee shall be payable if such delay was attributable to the Government of Brazil, BNDES or Lender. (c) The Borrower hereby directs Chautauqua may, at any time, by notice to the Lender, cancel a Notice of Borrowing without prejudice to its right to deliver a new Notice of Borrowing at a later date with respect to the same or any other Relevant Aircraft. If Chautauqua cancels a Notice of Borrowing in accordance with this Section 2.3(c) after the date initially set forth as the requested relevant Borrowing Date or if Chautauqua fails to borrow on a requested Relevant Borrowing Date set forth in a Notice of Borrowing and such requested Relevant Borrowing Date has not been delayed as provided in Section 2.3(b) Chautauqua shall pay to the Lender a fee for the period beginning on the third day following the date initially set forth as the requested Relevant Borrowing Date in the Notice of Borrowing (or if such cancellation is due to send a delay in delivery caused by the proceeds Manufacturer, the fifth day following the date initially set forth in the Notice of all Loans (iBorrowing) by wire transfer to the account specified on Schedule A date of such cancellation or (ii) failure to borrow, computed at a daily rate of [*] basis points of the amount to be borrowed, as set forth in the initial Notice of Borrowing with respect to such other account Relevant Aircraft, such fee to be payable within five Business Days after the date of cancellation or failure to borrow, as the case may be; PROVIDED that no such fee shall be designated payable if such delay was attributable to the Government of Brazil, BNDES or Lender. (d) In order to assist the Lender in preparing to fund a requested borrowing for a Relevant Aircraft, Chautauqua agrees to deliver to the Lender and the Security Trustee a Planning Notice at least seven but no more than 11 Business Days prior to the delivery by Chautauqua of an effective Notice of Borrowing; PROVIDED, HOWEVER, that such Planning Notice shall not obligate Chautauqua to issue any Notice of Borrowing or to borrow any amount hereunder and the Planning Notice with respect to the Bridge Aircraft shall be deemed waived if the Borrowing Date is [*]. Chautauqua may, at any time, deliver a second Planning Notice in respect of any Aircraft, in which event any previously issued Notice of Borrowing shall be deemed canceled (including for purposes of clause (c) hereof). Chautauqua shall have no right to deliver more than two Planning Notices with respect to any one Aircraft. (e) The Lender may, by notice to Chautauqua, within 48 hours of receipt of a Planning Notice, advise Chautauqua of any day within the 20 Business Day period beginning on the seventh Business Day prior to the Scheduled Delivery Date indicated therein on which the Lender would be unable to advance a Loan pursuant hereto, PROVIDED, however, that the Lender may not indicate more than two consecutive Business Days on which it would be unable to advance a Loan pursuant hereto. If any such day is so advised by the Borrower Lender, no such day may be selected by Chautauqua as a requested Relevant Borrowing Date in a Notice of Borrowing. -15- -------- * Confidential (f) Amounts borrowed by the Borrower shall be disbursed as provided in the Relevant Loan Agreement. (dg) The Borrower agrees All proposed loan documentation shall be delivered to compensate the Lender for the losses (as calculated pursuant at its main office in Rio de Janeiro at least 7 Business Days prior 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 Relevant 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 hereunderDate.

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 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: (v) 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 (bvi) 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) 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 Each Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses 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 calculated irrevocable and binding on the Borrower. If, pursuant to such notice of no Borrowing, any portion of any Rollover Lender’s Available Commitment as follows: an of such Advance Date remains undrawn as of such Advance Date, the Commitment of such Lender shall automatically be reduced by such undrawn amount equal and may not be reinstated. The Borrower shall indemnify each Applicable Lender against any loss, cost or expense incurred by such Applicable Lender as 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 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 Borrower has become irrevocable liquidation or reemployment of deposits or other funds acquired by such Applicable Lender to fund the date Advance to be made by such Applicable 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 Borrowers 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 Custodian, a Notice of Borrowing written request for borrowing, substantially in the form of Exhibit B D attached hereto (a “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 11:00 a.m., New York City time, one (Washington, D.C. time) five (5l) Business Days’ Day prior to the requested Funding Date, which notice, if not withdrawn prior . Such request for borrowing shall (i) attach a schedule identifying the Eligible Mortgage Loans that the Borrowers propose 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 the amount requested to be borrowed, (iii) be accompanied by a Mortgage Loan Tape containing information with respect to the Eligible Mortgage Loans that the Borrowers propose to pledge to the Lender and to be included in the Borrowing Base in connection with such Funding Dateborrowing, shall thereafter become irrevocable. Each Loan shall be in and (iv) attach an amount equal to $5,000,000 (or, if officer's certificate signed by a Responsible Officers of the Available Amount is less than such amount, such lesser amountBorrowers as required by Section 5.02(b) or a whole multiple of $1,000,000 in excess thereofhereof. (b) Upon the Borrower’s Borrowers' request for a borrowing pursuant to Section 2.03(a), and assuming the Lender shall, upon satisfaction of all conditions precedent set forth in Section 5.01 and 5.02 hereof and provided that no Default shall have occurred and be continuing, make a Loan to the making of such Loan have been satisfied Borrowers (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. timefor which all Borrowers will be jointly and severally liable) 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 Borrowers shall release to 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 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) The Borrower agrees Pursuant to compensate the Custodial Agreement, the Custodian shall deliver to the Lender for and the losses Borrowers, no later than 11:00 a.m., New York City time on a Funding Date, a Trust Receipt (as calculated pursuant defined in the Custodial Agreement) in respect of all Mortgage Loans pledged to the next succeeding sentenceLender on such Funding Date, and a Mortgage Loan Schedule and Exception Report. (e) that the Lender incurs as a consequence of a failure of the Borrower Subject to make a Section 5 hereof, such 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 will then be calculated as follows: an amount equal made available to the product of (i) the sum of (A) the weighted average cost (as determined Borrowers by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) daystransferring, plus (B) 1.00%via wire transfer, 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 following account of the Borrower defaults Borrowers: 00380082 , for the A/C of Bankers Trust Co., ABA# 021001033, Attn: ▇. ▇▇▇▇▇r, in making a borrowing pursuant to the aggregate amount of such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as borrowi▇▇ ▇▇ ▇▇▇ds immediately available 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 hereunderBorrower.

Procedure for Borrowing. (a) The Borrowing Agent on behalf of any Borrower may notify Agent prior to 11:00 a.m. on a Business Day of a Borrower's request a borrowing to incur, on that day, an Advance hereunder. Should 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 Agent or any Lender, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the Commitment Period (each date such date a “Funding Date”) by delivering 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 or any Lender, and such request shall be irrevocable. Any request for an Advance shall be deemed reduced automatically and without notice so as not to be in excess of, after giving effect to the Administrative Agent requested Advance, an amount which would cause the aggregate amount of all Advances to be greater than the lesser of (1) for Wincup, (i) the Maximum Loan Amount minus outstanding Advances made to ----- Holdings, Acquisition, StyroChem and Radnor or (ii) the Lender a Notice of Borrowing substantially in Wincup Formula Amount, (2) for Holdings, (i) the form of Exhibit B Maximum Loan Amount minus outstanding Advances made to ----- Wincup, Acquisition, StyroChem and Radnor or (a “Notice of Borrowing”)ii) the Holdings Formula Amount, appropriately completed(3) for Acquisition, which Notice of Borrowing must be received no later than 2:00 p.m. (Washingtoni) the Maximum Loan Amount minus outstanding Advances made ----- to Wincup, D.C. timeHoldings, StyroChem and Radnor or (ii) five the Acquisition Formula Amount, (4) for StyroChem, (i) the Maximum Loan Amount minus outstanding Advances made to Wincup, Holdings, Acquisition and Radnor or (ii) the StyroChem Formula Amount and (5) Business Days’ prior for Radnor, (i) the Maximum Loan Amount minus outstanding ----- Advances made to Wincup, Holdings, Acquisition and StyroChem or (ii) 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 thereofRadnor Formula Amount. (b) Upon Notwithstanding the Borrower’s request for provisions of (a) above, in the event any Borrower desires to obtain a Eurodollar Rate Loan, it shall give Agent 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), and assuming all conditions precedent to (ii) the making amount on the date of such Loan have been satisfied Advance to be borrowed, which amount shall be an integral multiple of $1,000,000, and (or waived by iii) the Lender in accordance with Section 10.01duration of the first Interest Period therefor. Interest Periods for Eurodollar Loans shall be for one (1), two (2), three (3) or six (6) months. There shall not later be outstanding more than 2:00 p.m. five (Washington5) Eurodollar Rate Loans, D.C. time) on in 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))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 a Borrower hereby directs the Lender to send the proceeds of all Loans may elect as set forth in (b)(iii) above provided that: (i) by wire transfer any Interest Period which would otherwise end on a day which is not a Business Day shall be the next preceding or succeeding Business Day as is Bank's custom in the market to the account specified on Schedule A or which such Eurodollar Rate Loan relates; (ii) no Interest Period shall end after the last day of the Term; and (iii) any Interest Period which begins on a day for which there is no numerically corresponding day in the calendar month during which such Interest Period is to end, shall (subject to clause (i) above) end on the last day of such calendar month. Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Rate 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(d), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not less than three (3) Business Days prior to the last day of the then current Interest Period applicable to such other account as Eurodollar Rate Loan. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowers shall be designated by the Borrower in deemed to have elected to convert to a Notice of BorrowingDomestic Rate Loan subject to Section 2.2(d) hereinbelow. (d) The Provided that no Event of Default shall have occurred and be continuing, any Borrower agrees may, on the last Business Day of the then current Interest Period applicable to compensate any outstanding Eurodollar Rate Loan or Domestic Rate Loan convert any such loan into a loan of another type in the Lender for same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the losses last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Borrowing Agent shall give the Agent not less than three (as calculated pursuant 3) Business Days' prior written notice, 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. (e) Borrowers may prepay the Advances in accordance with the provisions of Section 13.1 upon payment of the early termination fee set forth in Section 13.1 with accrued interest on the principal being prepaid to the next succeeding sentencedate of such repayment. 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 Borrowers shall indemnify Agent and Lenders therefor in accordance with Section 2.2(f) hereof. (f) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that the Agent and any Lender incurs may sustain or incur as a consequence of a failure any prepayment 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 Agent or any Lender to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. (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 subsection (g), the requested 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 Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of any 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 Agent, 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 applicable to such Eurodollar Rate Loan, Borrowers shall pay such Lender, upon such Lender's request, such amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall or amounts as may be calculated as follows: an amount equal necessary to the product of (i) the sum of (A) the weighted average cost (as determined compensate such Lender for any loss or expense sustained or incurred by the such Lender in its sole discretionrespect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by such Lender to lenders of all nominal marketable Indebtedness issued funds obtained 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 Lender in order to the date the Borrower defaults in making a borrowing pursuant to make or maintain such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowedEurodollar Rate Loan. A certificate as to the any additional amounts payable pursuant to this Section 2.03(d) the foregoing sentence submitted by Agent to the Borrower by the Lender shall be conclusive absent manifest error; provided, each Lender shall use its best efforts to minimize or avoid any such additional payment. (h) Anything in Section 2.2(b) to the contrary notwithstanding, any Borrower may obtain a Eurodollar Rate Loan upon at least three (3) Business Days' prior written notice for an Interest Period of one month with interest on such Eurodollar Rate Loans to be charged at the Average Monthly Eurodollar Rate. Borrowing Agent shall specifically provide in the absence prior written notice that interest is to be charged at the Average Monthly Eurodollar Rate; otherwise, interest shall be charged at the Eurodollar Rate for Eurodollar Rate Loans having an Interest Period 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 hereunderone month.

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 immediately 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 prior to the requested Funding Borrowing date in the case of each LIBOR Rate Loan (including with respect to any Borrowings of LIBOR Rate Loans to be made on the Closing Date, which noticeif any, if not withdrawn but any such notice prior to the Closing Date shall also require a funding indemnity agreement to be provided to Agent by the Borrower in form and substance reasonably acceptable to Agent), 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. Each 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 or not the requested Interest Period has been consented to by all the Lenders. 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 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 the Lender a Notice of Borrowing substantially in the form of a notice of borrowing in the form attached hereto as 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 10:00 a.m. (WashingtonLos Angeles, D.C. California time) five (5y) three (3) Business Days’ Days prior to the requested Funding Date, which noticein the case of LIBOR Rate Revolving Loans, if not withdrawn prior to and (z) on the date which is two (2) Business Days’ prior to such requested Funding Date, shall thereafter become irrevocable. Each Loan in the case of Base Rate Revolving Loans, specifying: (A) the amount of the Borrowing, which in the case of LIBOR Rate Revolving Loans shall be in an amount equal to that is not less than $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole an 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 Revolving Loans or LIBOR Rate Revolving Loans; provided that if such Borrower fails to specify whether any Revolving Loans are to be Base Rate Revolving Loans or LIBOR Rate Revolving Loans, such request shall make be deemed a request for Base Rate Revolving Loans; and (D) the proceeds duration of the Interest Period if the requested Revolving Loans are to be LIBOR Rate Revolving Loans; provided that if such Loan available Borrower fails to select the duration of the Interest Period with respect to any requested LIBOR Rate Revolving Loans, such Borrower shall be deemed to have requested such Revolving Loans be made as LIBOR Rate Revolving Loans with an Interest Period of one month in duration; 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 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) With respect to such other account as shall be designated by the Borrower any request for Base Rate Revolving Loans, 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 not later than the required time specified in clause (i) preceding. The Agent at all times shall be entitled to rely on such telephonic notice in making any such Revolving Loans, regardless of whether any written confirmation is received by the Agent. (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 any LIBOR Rate Revolving Loans while a consequence 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. (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 in the form attached hereto as EXHIBIT C (a “Notice of Borrowing”"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 the 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 the Borrower; PROVIDED that if any Default or Event of Default exists at the time of any request by the Borrower for a LIBOR Rate Revolving Loan, the 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) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower may give the 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. (Loans Other than Wet-Ink Transactions). (a) The Borrower Borrowers may request a borrowing to be made hereunder that is not a Wet-Ink Transaction, 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 Custodian, a Notice of Borrowing written request for borrowing, substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completedD attached hereto, which Notice of Borrowing request must be received no later than 2:00 p.m. by the Lender prior to 11:00 a.m., New York City time, at least one (Washington, D.C. time) five (51) Business Days’ Day prior to the requested Funding Date, which notice, if not withdrawn prior . Such request for borrowing shall (i) attach a schedule identifying the Eligible Mortgage Loans that the Borrowers propose to pledge to the date Lender and which is two are to be included in the Borrowing Base in connection with such borrowing, (2ii) Business Days’ prior to such specify the requested Funding Date, shall thereafter become irrevocable. Each (iii) be accompanied by a Mortgage Loan Data File containing information with respect to the Eligible Mortgage Loans that the Borrowers propose to pledge to the Lender and to be included in the Borrowing Base in connection with such borrowing, (iv) attach an officer's certificate signed by a Responsible Officer of each applicable Borrower as required by Section 5.2(b) hereof and (v) specify either Option One or Option Two for such borrowing, at which point all borrowings hereunder, including each Eligible Mortgage Loan then pledged or to be included in the Borrowing Base in connection with such borrowing, shall be in an amount equal calculated according 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 thereofoption. (b) Upon the Borrower’s Borrowers' request for a borrowing pursuant to Section 2.03(a2.3(a), the Lender shall, subject to the limitations set forth in Section 2.1(a) hereof and assuming upon satisfaction of all conditions precedent set forth in Sections 5.1 and 5.2 hereof, 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) Borrowers on the requested Funding Date, in the amount so requested; provided, however, that if the Mortgage Loan Data File includes Discretionary Mortgage Loans that Borrowers propose to pledge to the Lender and which are to be included in the Borrowing Base in connection with such borrowing, the Lender's obligation to fund such Discretionary Mortgage Loans shall make be in its sole and absolute discretion. The Borrowers acknowledge that the proceeds Lender may retain an amount equal to $100 per Defaulted Mortgage Loan to cover the costs 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))obtaining Broker Price Opinions. (c) The Borrower hereby directs Borrowers shall release to the Custodian no later than 1:30 p.m. New York time, one (1) Business Day prior to any Funding Date (in the case of the first 150 Eligible Mortgage Loans delivered in connection with any Funding Date) plus one (1) additional Business Day prior to any Funding Date (for each additional 100 Eligible Mortgage Loans in excess thereof delivered in connection with any Funding Date), the Mortgage File pertaining to each Eligible Mortgage 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) The Borrower agrees Pursuant to compensate the Custodial Agreement, the Custodian shall deliver to the Lender for and the losses Borrowers, no later than 1:00 p.m. New York City time on a Funding Date, a Trust Receipt (as calculated pursuant defined in the Custodial Agreement) in respect of all Mortgage Loans pledged to the next succeeding sentence) Lender on such Funding Date, and a Mortgage Loan Schedule and Exception Report. The Borrowers acknowledge that Mortgage Loans listed in the Exception Report are not Eligible Mortgage Loans and the Lender incurs as a consequence is not required to advance funds in respect of a failure of such Mortgage Loans and such Mortgage Loans listed in 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 Exception Report shall not be calculated as follows: an amount equal subject to the product Lien of this Loan Agreement. (ie) Subject to Article V hereof, such borrowing will then be made available to the sum of (A) the weighted average cost (as determined Borrowers by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) daystransferring, plus (B) 1.00%via wire transfer, 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 following accounts of the Borrower defaults Borrowers: ABA # ▇▇▇▇▇▇▇▇▇, Account #▇▇▇▇▇▇▇▇, Attn: New Century, in making a the aggregate amount of such 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 in funds immediately available 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 hereunderBorrowers.

Procedure for Borrowing. (a) The Borrower may request a borrowing to Borrowing under Section 2.1(a) shall be made after irrevocable notice, given not later than 11:00 a.m. on any the Business Day during prior to the Commitment Period (each requested date of such date a “Funding Date”) 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 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 completed, which the Administrative Agent shall promptly notify the Lenders thereof by facsimile. Unless otherwise directed by the Borrower in the Notice of Borrowing must be received no Borrowing, not later than 2:00 p.m. (Washington11:00 a.m. on the date of such Borrowing, D.C. time) five (5) Business Days’ prior each Lender shall make available to the requested Funding Date, which notice, if not withdrawn prior 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. Subject to the date which is two (2) Business Days’ prior foregoing sentence, 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 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 thereofBorrower. (b) Upon the Borrower’s request for The Borrower shall provide a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent disbursement receipt to the making Administrative Agent promptly upon receipt 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))Borrowing. (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.