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2:00 p.m. (Washington, D.C. time) five (5) Business Days’ prior to the requested Funding Date, which notice, if not withdrawn prior to the date which is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable.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if a Eurodollar Rate Loan, D.C. time) five (5) Business Days’ prior to the requested Funding Date, which notice, if not withdrawn prior to the date which is two (2) Business Days’ prior Interest Period with respect to such Funding Date, shall thereafter become irrevocable.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

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

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

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

Procedure for Borrowing. (a) The Borrower may request a borrowing to 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. (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 promptly (2but in any event within three (3) Business Days’ prior to such Funding Days of the Cutoff Date) (i) as compensation, shall thereafter become irrevocable. Each Loan shall be in an amount equal to $5,000,000 any Swap Breakage Loss and Liquidity Breakage incurred in connection with the unwinding or liquidating of any deposits or funding or financing arrangement with its funding source and/or unwinding its Swap Transaction (or, if it being understood that in the Available Amount is less than such amountevent of a Swap Breakage Gain, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon amount will be paid by the applicable Lender to the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to (ii) without duplication of the making of such Loan have been satisfied (or waived amounts covered by the Lender in accordance with Section 10.01preceding clause (i), not later than 2:00 p.m. all reasonable out-of-pocket costs and expenses of the Agent (Washingtonincluding, D.C. timewithout limitation, reasonable legal costs and expenses) on incurred by the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions Agent as set forth in Section 2.03(c))7.5 hereof. (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

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

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

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

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

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

Procedure for Borrowing. (a) The Borrower may request 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. (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 Each Borrowing of a borrowing to Revolving Loan shall be made on any Business Day during upon the Commitment Period Borrower Representative’s irrevocable (each such date a “Funding Date”subject to Section 10.5) by delivering written notice delivered to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing or in a writing in any other form acceptable to Agent, which notice must be received no later than 2:00 by Agent prior to 1:00 p.m. (Washington, D.C. New York time) five (5i) on the date which is three (3) Business Days’ Days prior to the requested Funding DateBorrowing date in the case of each LIBOR Rate Loan, which notice, if not withdrawn prior to (ii) on the date which is two one (21) Business Days’ Day prior to such Funding Date, the requested Borrowing date of each Base Rate Loan equal to or less than $50,000,000 but more than $25,000,000 and (iii) on the requested Borrowing date in the case of each Base Rate Loan equal to or less than $25,000,000. Such Notice of Borrowing shall thereafter become irrevocable. Each Loan specify and certify: (i) the amount of the Borrowing (which shall be in with respect to a Revolving Loan, an aggregate minimum principal amount equal of $100,000); (ii) the requested Borrowing date, which shall be a Business Day; (iii) whether the Borrowing is to $5,000,000 be comprised of LIBOR Rate Loans or Base Rate Loans; and (or, iv) if the Available Amount Borrowing is less than to be LIBOR Rate Loans, the Interest Period applicable to such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof.Loans; (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 Borrowing is specified in any such notice, then the requested Borrowing shall be a Base Rate Borrowing. If no Interest Period with respect to any LIBOR Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Upon receipt of a Notice of Borrowing, Agent will promptly notify each Lender of such Loan have been satisfied Notice of Borrowing and of the amount of such Lender’s Revolving Commitment Percentage of the Borrowing of a Revolving Loan. (or waived c) Unless Agent is otherwise directed in writing by the Lender in accordance with Section 10.01)Borrower Representative, not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Loan each requested Borrowing after the Closing Date will be made available to the Borrower in immediately available funds, via Borrowers by Agent by wire transfer (of such amount to Borrowers pursuant to the wire transfer instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowingsignature page hereto. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

Procedure for Borrowing. (a) The Borrower may request Each Borrowing shall be made upon the Company's irrevocable written notice delivered to the Bank in the form of a borrowing Notice of Borrowing (which notice must be received by the Bank prior to 9:00 a.m. (San Francisco time) (i) three Business Days prior to the requested Borrowing Date, in the case of LIBOR Loans; and (ii) on the requested Borrowing Date, in the case of Prime Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $500,000, in the case of LIBOR Loans, or $100,000, in the case of Prime Rate Loans (provided that, if there shall have been a partial assignment to an Assignee pursuant to Section 10.08, the minimum principal amount for any Prime Rate Loan shall be $500,000) or any multiple of $100,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; and (D) with respect to LIBOR 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 LIBOR Loans, such Interest Period shall be three month; provided 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 Bank not later than 2:00 p.m. 11:00 a.m. (Washington, D.C. San Francisco time) five (5) at least 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 solely of $1,000,000 in excess thereofPrime Rate Loans. (b) Upon The Bank will make the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent amount of each Borrowing available to the making of such Loan have been satisfied Company at the Bank's Payment Office by 11:00 a.m. (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. San Francisco time) on the Borrowing Date requested Funding Dateby the Company by crediting the account of the Company on the books of the Bank or, if requested by the Lender shall make the proceeds of such Loan available Company, by wire transfer in accordance with written instructions provided to the Borrower in immediately available fundsBank by the Company, via less customary fees for such wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))transfer. (c) The Borrower hereby directs Unless the Lender Bank otherwise consents, after giving effect 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 any Borrowing, divided by there may not be more than five (B5) 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 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 notify Lender prior to be made on any 11:00 a.m. one (1) Business Day during the Commitment Period (each such date a “Funding Date”) by delivering prior to the Administrative Agent and the Lender requested Funding Date of Borrower’s request to incur, on such day, a Revolving Advance hereunder pursuant to a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which 2.2. Each Notice of Borrowing must shall attach a Mortgage Loan Schedule identifying the Eligible Mortgage Loans that the Borrower proposes to pledge to the Lender and to be received no later than 2:00 p.m. included in the Borrowing Base in connection with such borrowing, (Washingtonii) specify the requested Funding Date, D.C. timeand (iii) five be accompanied by all of the documents described in, and otherwise be subject to the full satisfaction of the Funding Requirements. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with any Lender Party, or with respect to any other Obligation, become due, the same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with any Lender Party, and such request shall be irrevocable. Lender shall cause the proceeds of such Revolving Advance to be paid to such Person. (5b) Notwithstanding the provisions of subsection (a) above but in each case subject to the Funding Requirements, in the event Borrower desires to obtain a LIBOR Rate Loan, Borrower shall give Lender at least three (3) Business Days’ prior written notice, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to the requested Funding Datebe borrowed, which noticeamount shall be an integral multiple of Five Hundred Thousand Dollars ($500,000), if and (iii) the duration of the Interest Period with regard thereto. Interest Periods for LIBOR Rate Loans shall be for one (1), two (2), or three (3) months. Notwithstanding the foregoing, however, unless otherwise approved by Lender, no LIBOR Rate Loan shall be made after the occurrence and during the continuance of a Default or Event of Default. There shall not withdrawn be outstanding at any time more than three (3) LIBOR Rate Loans. Each Interest Period of a LIBOR Rate Loan shall commence on the date such LIBOR Rate Loan is made and shall end on such date as Borrower Representative may elect as set forth in clause (iii) above, provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower Representative shall elect the initial Interest Period applicable to a LIBOR Rate Loan by its notice of borrowing given to Lender pursuant to Section 2.2(a) or by its notice of conversion given to Lender pursuant to Section 2.2(c), as the case may be. Borrower Representative shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Lender of such duration not less than three (3) Business Days prior to the date which is two last day of the then current Interest Period applicable to such LIBOR Rate Loan. If Lender does not receive timely notice of the Interest Period elected by Borrower Representative, Borrower shall be deemed to have elected to convert to a Base Rate Loan subject to Section 2.2(c) hereinbelow. (2c) Provided that no Default or Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan, or on any Business Day with respect to Base Rate Loans or Daily LIBOR Rate Loans, convert any such Loan into a Loan of another type, provided that any conversion of a LIBOR Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan. If Borrower desires to convert a Loan, Borrower Representative shall give Lender not less than (i) three (3) Business Days’ prior written notice to such Funding Date, shall thereafter become irrevocable. Each convert from a Base Rate Loan shall be in an amount equal to $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for Daily LIBOR Rate Loan to a borrowing pursuant to Section 2.03(a)LIBOR Rate Loan, and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) one (1) Business Day’s prior written notice to convert from a LIBOR Rate Loan to a Base Rate Loan or a Daily LIBOR Rate Loan, or (iii) one (1) Business Day’s prior written notice to convert a Base Rate Loan to a Daily LIBOR Rate Loan or a Daily LIBOR Rate Loan to a Base Rate Loan, in each case specifying the date of such conversion, the loans to be converted and if the conversion is from a Base Rate Loan or a Daily LIBOR Rate Loan to any other account as type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be designated by outstanding more than three (3) LIBOR Rate Loans, in the Borrower in a Notice of Borrowingaggregate. (d) The At its option and upon three (3) Business Days’ prior written notice, Borrower agrees may prepay the LIBOR Rate Loans in whole at any time or in part from time to compensate time, without premium or penalty, but with accrued interest on the Lender for the losses (as calculated pursuant principal being prepaid to the next succeeding sentencedate of such repayment. Borrower shall specify the date of prepayment of Advances which are LIBOR Rate Loans and the amount of such prepayment. In the event that any prepayment of a LIBOR Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, Borrower shall indemnify Lender therefor in accordance with Section 2.2(e) hereof. (e) Borrower shall indemnify Lender and hold Lender harmless from and against any and all losses or expenses that the Lender incurs may sustain or incur as a consequence of a failure any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any LIBOR Rate Loan or failure by Borrower to make complete a borrowing of, a prepayment of or conversion of or to a LIBOR Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Lender to any lender of funds obtained by it in order to make or maintain its LIBOR Rate Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowedhereunder. A certificate as to the any additional amounts payable pursuant to this Section 2.03(d) the foregoing sentence submitted by Lender to the Borrower by the Lender Representative shall be conclusive in the absence of absent manifest error. The covenant Anything to the contrary contained herein notwithstanding, neither Lender, nor any Participant is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. (f) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in this Section 2.03(d) the interpretation or application thereof, shall survive the termination make it unlawful for Lender (for purposes of this Loan Agreement subsection (f), the term “Lender” shall include Lender and the office or branch where Lender or any corporation or the Bank makes or maintains any LIBOR Rate Loans) to make or maintain its LIBOR Rate Loans, the obligation of Lender to make LIBOR Rate Loans hereunder, as the case may be, shall forthwith be cancelled and Borrower shall, if any affected LIBOR Rate Loans are then outstanding, promptly upon request from Lender, either pay all such affected LIBOR Rate Loans or convert such affected LIBOR Rate Loans into loans of another type. If any such payment or conversion of any LIBOR Rate Loan is made on a day that is not the last day of the Loans and all Interest Period applicable to such LIBOR Rate Loan, Borrower shall pay Lender, upon Lender’s request, such amount or amounts as may be necessary to compensate Lender for any loss or expense sustained or incurred by Lender in respect of such LIBOR Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable hereunderby Lender to a lender of funds obtained by Lender in order to make or maintain such LIBOR Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lender to Borrower Representative shall be conclusive absent manifest error.

Procedure for Borrowing. (a) The Borrower may request a borrowing to be made borrow under the Commitments during the Commitment Period on any Business Day during the Commitment Period (each such date a “Funding Date”) by delivering that an Advance may be requested pursuant to the Administrative terms of Section 5.2 of the Participation Agreement, provided, that the Borrower shall give the Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B irrevocable notice (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, Eastern time, at least three (Washington, D.C. time) five (53) Business Days’ Days prior to the requested Funding Borrowing Date specifying (i) the amount to be borrowed (which on any date shall not be in excess of the then Available Commitments), (ii) the requested Borrowing Date, which notice(iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof, (iv) if not withdrawn the borrowing is to be a combination of Eurodollar Loans and ABR Loans, the respective amounts of each Type of Loan and (v) the Interest Period applicable to each Eurodollar Loan. Pursuant to the terms of the Participation Agreement, the Borrower shall be deemed to have delivered such notice upon the delivery of a notice by the Construction Agent or the Lessee containing such required information. Upon receipt of any such notice from the Borrower, the Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Agent for the account of the Borrower at the office of the Agent specified in Section 9.2 prior to 12:00 Noon, Eastern time, on the date Borrowing Date requested by the Borrower in funds immediately available to the Agent. Such borrowing will then be made available to the Borrower by the Agent crediting an account designated, subject to Section 9.1 of the Participation Agreement, by the Borrower on the books of such office with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as received by the Agent. No amount of any Loan which is two (2repaid or prepaid by the Borrower may be reborrowed hereunder, except as set forth in Section 5.2(d) 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 of the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereofParticipation Agreement. (b) Upon Interest accruing on each Loan during the Borrower’s request for a borrowing pursuant Construction Period with respect to Section 2.03(a)any Property shall, and assuming all conditions precedent subject 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 limitations set forth in Section 2.03(c)). (c5.1(b) The Borrower hereby directs of the Lender to send the proceeds of all Loans (i) by wire transfer Participation Agreement be added to the account specified principal amount of such Loan on Schedule A or (ii) to the relevant Scheduled Interest Payment Date. On each such other account as Scheduled Interest Payment Date, the Loan Property Cost and Construction Loan Property Cost shall be designated increased by the Borrower in a Notice amount of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant interest added 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 hereunderLoans.

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”) , but no more frequently than two times per week, 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-1 (a “Notice of "Request for Borrowing”"), appropriately completed, which Notice of Borrowing request must be received by the Lender, with a copy to the Custodian, no later than 2:00 p.m. 11:00 a.m., New York City time, two (Washington, D.C. time) five (52) Business Days’ Days prior to the requested Funding Date. Such Request for Borrowing shall (i) attach a Contract Schedule in respect of the Eligible Contracts that the Borrower proposes to pledge to the Lender and be included in the Borrowing Base in connection with such Loan, (ii) specify the requested Funding Date, which notice, if not withdrawn prior to the date which is shall be at least two (2) Business Days’ prior to Days after the date of such Funding DateRequest for Borrowing, shall thereafter become irrevocable. Each Loan shall be in and (iii) 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 amountBorrower and the Guarantor as required by Section 5.02(b) or a whole multiple of $1,000,000 in excess thereofhereof. (b) Upon receipt of the Borrower’s request 's Request for Borrowing, the Lender may, at its option, agree to make a borrowing pursuant Loan to Section 2.03(a)the Borrower by executing and delivering, via telecopy, a loan supplement to the Borrower substantially in the form of Exhibit D-2 attached hereto (a "Loan Supplement") no later than 11:00 a.m. (New York City time) one (1) Business Day after its receipt of such Request for Borrowing. Such Loan Supplement shall identify the Lender and the Borrower, attach a schedule identifying the Eligible Contracts proposed to be pledged by the Borrower to the Lender on such Funding Date which are acceptable to the Lender to be pledged as Collateral hereunder and included in the Borrowing Base, and assuming all shall set forth (i) the Funding Date and (ii) the amount of the Loan to be made on such Funding Date, and may contain additional terms or conditions precedent which may or may not be inconsistent with this Loan Agreement. With respect to the making of such Loan have been satisfied (or waived Eligible Contracts which are rejected by the Lender in accordance with Section 10.01)as Collateral hereunder, not later than 2:00 p.m. (Washington, D.C. time) on upon the requested Funding Daterequest of the Borrower, the Lender shall make the proceeds of such Loan available indicate to the Borrower the reason or reasons, if any, for the rejection of such Eligible Contracts. The making of any Loan described in immediately available funds, via wire transfer (pursuant a Loan Supplement shall remain subject 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 satisfaction 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 all of the Borrower conditions precedent 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 any Loan contained in this Section 2.03(d) shall survive Loan Agreement. In the termination event there is a conflict between the terms of this Loan Agreement and the payment terms of the Loans and all other amounts payable hereunder.Loan Supplement, the terms of the Loan Supplement shall control. Each Loan Supplement, together with this Loan Agreement, shall be conclusive evidence of the terms of the Loan(s)

Procedure for Borrowing. Notices of Borrowing: Notices of Continuation: Notices of Conversion: Settlement. (a) The Borrower may request Each borrowing of Revolving Credit Loans (each, a borrowing to “Borrowing”) shall be made on any notice, given not later than 12:00 Noon (New York time) on the third Business Day during the Commitment Period (each such date a “Funding Date”) by delivering prior to the Administrative Agent date of the proposed Borrowing in the case of a LIBOR Rate Advance, and not later than 12:00 Noon (New York time) on the Lender date of the proposed Borrowing in the case of a Notice Base Rate Advance, by the Borrower to the Agent. Each such notice of a Borrowing shall be by telecopier, substantially in the form of Exhibit B D (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 specifying therein the requested Funding Date(i) date of such Borrowing, which notice(ii) Type of Advance comprising such Borrowing, if not withdrawn prior to (iii) aggregate principal amount of such Borrowing and (iv) Interest Period, 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 case of a whole multiple of $1,000,000 in excess thereofLIBOR Rate Advance. (b) Upon With respect to any Borrowing consisting of a LIBOR Rate Advance, the Borrower’s request for a borrowing pursuant to Section 2.03(a)Borrower may, and assuming all conditions precedent subject to the making provisions of such Loan Section 2.2(d) and so long as all the conditions set forth in Article V have been satisfied fulfilled, elect to maintain such Borrowing or any portion thereof as a LIBOR Rate Advance by selecting a new Interest Period for such Borrowing, which new Interest Period shall commence on the last day of the Interest Period then ending. Each selection of a new Interest Period (or waived a “Continuation”) shall be made by the Lender in accordance with Section 10.01), notice given not later than 2:00 p.m. 12:00 Noon (Washington, D.C. New York time) on the third Business Day prior to the date of any such Continuation by the Borrower to the Agent. Each such notice of a Continuation shall be by telecopier, substantially in the form of Exhibit E (a “Notice of Continuation”), specifying whether the Advance subject to the requested Funding DateContinuation comprises part (or all) of the Revolving Credit Loans and the requested (i) date of such Continuation, (ii) Interest Period and (iii) aggregate amount of the Advance subject to such Continuation, which shall comply with all limitations on Loans hereunder. Upon the Agent’s receipt of a Notice of Continuation, the Agent shall promptly notify each Lender thereof. Unless, on or before 12:00 Noon (New York time) of the third Business Day prior to the expiration of an Interest Period, the Agent shall make have received a Notice of Continuation from the proceeds Borrower for the entire Borrowing consisting of the LIBOR Rate Advance outstanding during such Interest Period, any amount of such Loan available Advance comprising such Borrowing remaining outstanding at the end of such Interest Period (or any unpaid portion of such Advance not covered by a timely Notice of Continuation) shall, upon the expiration of such Interest Period, be Converted to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))a Base Rate Advance. (c) The Borrower hereby directs the Lender to send the proceeds may on any Business Day upon notice (each such notice, a “Notice of all Loans (iConversion”) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated given by the Borrower in to the Agent, and subject to the provisions of Section 2.2(d), Convert the entire amount of or a portion of an Advance of one Type into an Advance of another Type; provided, however, that any Conversion of a LIBOR Rate Advance into a Base Rate Advance shall be made on, and only on, the last day of an Interest Period for such LIBOR Rate Advance. Each such Notice of Borrowing. Conversion shall be given not later than 12:00 Noon (dNew York time) The Borrower agrees to compensate on the Lender for the losses (as calculated pursuant Business Day prior to the next succeeding sentence) that date of any proposed Conversion into a Base Rate Advance and on the Lender incurs as third Business Day prior to the date of any proposed Conversion into a consequence of a failure of LIBOR Rate Advance. Subject to the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a restrictions specified above, each Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses Conversion shall be calculated as follows: an amount equal to by telecopier, substantially in the product form of Exhibit F, specifying (i) the sum requested date 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) dayssuch Conversion, plus (B) 1.00%, multiplied by (ii) the quotient Type of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable Advance to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowingbe Converted, 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 requested Interest Period, in the absence case of manifest error. The covenant in this Section 2.03(da Conversion into a LIBOR Rate Advance, and (iv) shall survive the termination amount of this Loan Agreement such Advance to be Converted and the payment whether such amount comprises part (or all) of the Loans and all other amounts payable hereunder.Revolving

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. (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. (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. (ai) The Borrower may request a borrowing to Except as otherwise provided in this Section 1.2(c), 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 C (a “"Notice of Borrowing”"), appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. by the Agent prior to 11:00 a.m. (WashingtonDallas, D.C. Texas time) five (5y) three (3) Business Days’ Days prior to the requested Funding Date, which notice, if not withdrawn prior to in the date which is two case of LIBOR Rate 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 later than 2:00 p.m. (Washington, D.C. timez) on the requested Funding Date, in the Lender case of Base Rate Revolving Loans, specifying: (A) the amount of the Borrowing, which in the case of LIBOR Rate Revolving Loans shall make be in an amount that is not less than $1,000,000 or an integral multiple of $500,000 in excess thereof or in the case of Base Rate Revolving Loans 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 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 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 such 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; 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 such Borrower shall provide the account specified Agent with wire transfer instructions satisfactory to the Agent; provided, however, that with respect to the Borrowing to be made on Schedule A or (ii) the Closing Date, such Borrowing will consist of Base Rate Revolving Loans only. 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 this clause (i). 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. (dii) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant Whenever a check or other item is presented to the next succeeding sentence) that Bank for payment against the Lender incurs as Designated Account in an amount greater than the then available balance in such account, the presentation of such check or other item shall be deemed to constitute a consequence request by the applicable Borrower for a Borrowing 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 Base Rate Revolving Loan in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product excess 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 such check or other item 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 available balance. (iii) Unless payment is otherwise timely made under this Agreement, the becoming due of any amount required to be paid by the Borrowers under this Agreement (including, without limitation, under Section 1.4(e) and Section 3.7) shall be deemed to constitute a request by the Parent for a Borrowing of a Base Rate Revolving Loan in an amount equal to the amount not so borrowed. A certificate as then due. (iv) The Borrowers shall have no right to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence request a LIBOR Rate Revolving Loan while a Default or an Event 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. (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 Trustee, an irrevocable 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. (Washington, D.C. time) five (5) Business Days’ by the Lender prior to 2:00 p.m., New York City time, on the requested Funding Date. Such request for borrowing shall (i) attach a schedule identifying the Eligible Mortgage Loans that the applicable 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, which notice, if not withdrawn prior (iii) include a Mortgage Loan Tape containing information with respect to the date which is two Eligible Mortgage Loans that the applicable Borrower proposes to pledge to the Lender and to be included in the Borrowing Base in connection with such borrowing, and (2iv) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Loan shall be in 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 amountrespective Borrower as required by Section 5.02(b) or a whole multiple of $1,000,000 in excess thereofhereof. (b) Upon any Borrower's Request for Borrowing (which, for purposes hereof shall be deemed a request by all of the Borrower’s request for a borrowing Borrowers hereunder) 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 (c) Upon any Borrower's Request for Borrowing (which, for purposes hereof shall be deemed a request by all of the Borrowers hereunder) pursuant to Section 2.03(a), 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 an Uncommitted 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)). (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 Borrowingamount so requested. (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 No later than 12:00 p.m., New York 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 Funding Date, (i) the sum of Borrower shall deliver to the Trustee the Mortgage File pertaining to each Eligible Mortgage Loan (A) the weighted average cost (as determined other than a Wet-Ink Mortgage Loan or a Mortgage Loan held by a Bailee to be pledged to 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 and (ii) the quotient Trustee shall issue and deliver the relevant Pass-Through Certificate to the Lender, to be included in the Borrowing Base on such requested Funding Date, in accordance with the terms and conditions of the Pooling and Servicing Agreement. (Ae) Pursuant to the number Pooling and Servicing Agreement, the Trustee shall deliver to the Lender and the Borrowers, by no later than 2:00 p.m. New York City time on a Funding Date, a Mortgage Loan Schedule and Exception Report in respect of days constituting all Mortgage Loans pledged to the period from the date Lender on such Notice of Borrowing delivered Funding Date, and a Mortgage Loan Schedule and Exception Report. Such Mortgage Loan Schedule and Exception Report shall identify those Mortgage Loans that are Wet-Ink Mortgage Loans and those Mortgage Loans that are being held by a Bailee (as indicated by the Borrower has become irrevocable applicable Borrower). Subject to Section 5 hereof, such borrowing will then be made available 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 Borrowers by the Lender shall be conclusive transferring, via wire transfer, in the absence aggregate amount of manifest error. The covenant such borrowing in this Section 2.03(d) shall survive funds immediately available pursuant to Wire Instructions set forth in the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunderRequest for Borrowing.

Procedure for Borrowing. (a) The Subject to the terms and ----------------------- conditions of this Agreement, the Borrower may request a borrowing to be made borrow Loans during the applicable Availability Period on any Business Day during the Commitment Period (each such date a “Funding Date”) by delivering to the Administrative Agent and Day; provided that the Lender -------- shall have received from the Borrower a notice of borrowing (the "Notice of Borrowing --------- Borrowing") substantially in the form of Exhibit B A, requesting such borrowing --------- (each, a “Notice of "Borrowing”"), appropriately completed, which . The Borrower may borrow Loans on the same Business Day --------- for different Aircraft. Each such Notice of Borrowing shall constitute the Borrower's irrevocable commitment to make the Borrowing requested therein and shall specify (i) the Aircraft to which such proposed Borrowing relates, (ii) the amount of the proposed Borrowing (which amount shall equal the then aggregate amount of the Deposit Payments then due and owing (including previously deferred amounts) to the Manufacturer under the Purchase Agreement for such Aircraft plus, in the case of the initial Borrowing hereunder the aggregate amount of Deposit Payments previously advanced by the Borrower to the Manufacturer under the Purchase Agreement with respect to such Aircraft (less $1,000,000 per Aircraft)), (iii) the proposed Borrowing Date (which shall be a Business Day and which shall not be earlier than the date such amounts are due under the Purchase Agreement) and (iv) disbursement instructions (which disbursements shall be made by the Lender directly to the Manufacturer other than, with respect the initial Borrowing hereunder, amounts disbursed to the Borrower in reimbursement of previously funded Deposit Payments). In addition, to be effective, each such Notice of Borrowing (other than with respect to the initial Borrowing hereunder) must be received no later than 2:00 p.m. by the Lender prior to 12:00 Noon, New York City time, three (Washington, D.C. time) five (53) Business Days’ Days prior to the requested Funding Borrowing 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 The Lender shall make cause the proceeds of each Loan to be available in immediately available funds for the account of the Borrower (or on its behalf) prior to 12:30 p.m., New York City time, on the Borrowing Date requested by the Borrower. The Lender shall cause such Loan proceeds to be made available hereunder to the Manufacturer or the Borrower in immediately available funds, via wire transfer (pursuant to connection with each Borrowing in the wire transfer instructions set forth manner specified in Section 2.03(c)). (c) the Notice of Borrowing by the Borrower. The Borrower hereby directs agrees that the Lender to send actual transfer of the proceeds of all Loans (i) by wire transfer a Loan to the account specified on Schedule A or (ii) to such other account as shall be bank designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees for credit to compensate the Lender for Manufacturer's or the losses Borrower's account (as calculated pursuant to the next succeeding sentenceapplicable) maintained at such bank shall constitute conclusive evidence that the Lender incurs as a consequence of a Loan was made, and neither the failure of the Borrower Lender to make a borrowing endorse on the schedule attached to any Note the amount of Loans such Loan, nor any failure 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 bank designated by the Borrower has become irrevocable to credit proceeds of a Loan to the date Manufacturer's or the Borrower's account (as applicable) maintained at such bank, nor any failure of the Manufacturer to credit proceeds of a Loan to the account of the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) maintain on the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender 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 books and the payment records of the Loans and all other amounts payable Manufacturer, shall affect the Borrower's obligations hereunder.

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

Procedure for Borrowing. (a) The Borrower may request a borrowing to be made on any Business Day during shall give the Commitment Period (each such date a “Funding Date”) by delivering to the Administrative Facility Agent and the Lender Security Trustee written notice with respect to the Loan (a Notice “Borrowing Notice”) of Borrowing the requested “Advance Date” (the “Scheduled Advance Date,” which such Scheduled Advance Date shall be a Business Day), which notice shall be substantially in the form of Exhibit B A hereto. The Borrowing Notice must be received by the Facility Agent and the Security Trustee prior to 2:00 p.m., New York City time, at least four (4) Business Days prior to the Scheduled Advance Date or such shorter period as set forth in Section 2.2(e) or as the Facility Agent and the Lenders may agree. If the Borrower has notified the Facility Agent and the Security Trustee of the Borrower’s intention to select a Fixed Rate pursuant to Section 2.5(b), then, at the request of the Borrower, the Facility 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 one Business Day prior to the initial Interest Rate Determination 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 Facility Agent, irrevocably instructs each Lender to, and each Lender hereby agrees to, pay and deposit (for receipt by no later than 9:00 a.m. New York City time) on the Scheduled Advance Date its Commitment by wiring immediately available funds (reference: Spirit / A32[●]) in the amount of Borrowingits Commitment to an account of the Security Trustee held at Wilmington Trust Company and specified by the Security Trustee (the “Loan Account”). The funds so paid by each Lender (the “Deposits”) into the Loan 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 by 2:30 p.m. New York City Time on the Scheduled Advance Date specified in the Borrowing Notice, (i) the Facility Agent shall, by no later than 3:00 p.m. New York City time on the Scheduled Advance Date, instruct the Security Trustee to transfer the Loan Deposit to an account of the Security Trustee held at Wilmington Trust Company and specified by the Security Trustee (the “Unwind Collateral Account”), appropriately completedand (ii) the Deposits, which 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 Borrower. Upon the Borrower’s oral (to be confirmed in writing) instructions to the Facility Agent and the Security Trustee, earnings on any such investments shall be (x) paid to the Borrower at Closing if the Closing occurs prior to any Cutoff Date or (y) applied to the Borrower’s payment obligations to each Lender to the extent of such earnings if no Closing occurs prior to any Cutoff Date. (d) Upon the satisfaction of the conditions precedent set forth in Section 3.1 (as determined by the Facility Agent in accordance with Section 3.1) and in Section 3.2 (as determined by the Borrower), the Facility Agent shall instruct the Security Trustee to disburse the Deposits for application of all Commitments to the Borrower or the Airframe Manufacturer, as specified by 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 Facility Agent with the Security Trustee in writing at least two Business Days prior to the date of Borrowing must be received no later than 2:00 p.m. disbursement). (Washington, D.C. timee) If for any reason the Closing and the Advance Date shall not have occurred on or prior to five (5) Business Days’ 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 the Borrowing Notice delivered pursuant to Section 2.2(b) shall be deemed cancelled and each Lender shall cancel, terminate or otherwise unwind its funding arrangements made to fund its Deposits on the Scheduled Advance Date and, in the case the Borrower had elected a Fixed Rate, the Swap Transaction, if any, and each Lender shall notify the Security Trustee thereof, and the Security Trustee shall return such Lender’s portion of the Deposits to such Lender on the Cutoff Date. The Borrower shall pay to the Security Trustee for the account of the Lenders interest on the Deposits for the period from and including the Scheduled Advance Date to but excluding the Cutoff Date at a rate per annum equal to the rate that would have been applicable for the first Interest Period for the Loans had the Closing occurred on the Scheduled Advance Date. Interest on the Deposits accrued pursuant to the preceding sentence shall be paid on the Cutoff Date. For purposes of Section 2.4(d), Deposit amounts returned to the Lenders in accordance with this Section 2.2(e) shall not be considered a payment or prepayment of, or on account of, any Loan, and the Commitments shall remain available to the Borrower. To establish a new Scheduled Advanced Date for the closing of the Loans, the Borrower may deliver a new Borrowing Notice to the Facility Agent and the Security Trustee prior to the requested Funding Date12:00 p.m., which noticeNew York City time, if not withdrawn prior to the date which is two at least three (23) Business Days’ Days prior to such Funding new Scheduled Advance Date. For the avoidance of doubt, if a Closing occurs and the Advance Date is a date falling before the Cutoff Date, no interest shall thereafter become irrevocable. Each Loan shall accrue and be payable to the Lenders on the Deposits. (f) In the event of the occurrence of the events described in Section 2.2(e) above, other than the failure of any Lender to comply with the terms hereof, the Borrower agrees to pay each Lender promptly (but in any event within three (3) Business Days of the Cutoff Date) (i) as compensation for the actions taken by such Lender to fund its Deposit, an amount equal to $5,000,000 (orBreakage Costs, if the Available Amount is less than such amountany (net of Swap Breakage Gain, 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(aif any), incurred in connection with the unwinding or liquidating of any deposits or funding or financing arrangement with its funding source and, in the case the Borrower had elected a Fixed Rate, unwinding its Swap Transaction, but in each case without any Prepayment Fee or prepayment penalty, 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 Facility 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 Facility Agent as set forth in Section 2.03(c)). (c) The 7.5 hereof; provided that the Borrower hereby directs shall not be liable for the Lender to send amounts set forth in the proceeds of all Loans preceding clause (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 extent the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure occurrence of the Borrower events described in Section 2.2(e) above is due to make a borrowing of Loans of Defaulting Lender’s failure to fund 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 hereunderor any Related Loan.

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 Agent, in the Lender form of a Notice notice of Borrowing substantially borrowing in the form of Exhibit B D or such other form as may be acceptable to the Agents in their sole discretion (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 by the Administrative Agent prior to 1:00 p.m. (Washington, D.C. New York 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 Rate Revolving 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 case of Base Rate Revolving Loans, specifying: (A) the amount of the Borrowing, which in the case of LIBOR Rate Revolving Loans shall make be 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; (B) the requested Funding Date, which must be a Business Day; (C) whether the Revolving Loans requested are to be Base Rate Revolving Loans or LIBOR Rate Revolving Loans; 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 be deemed a request for Base Rate Revolving Loans; (D) if the requested Revolving Loans are to be LIBOR Rate Revolving Loans, the duration of the Interest Period; provided that if such 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; 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) Funding Account or sent by wire transfer to a third party, in which case such Borrower shall provide the account specified Administrative Agent with written wire transfer instructions satisfactory to the Administrative Agent; provided that with respect to the Borrowing to be made on Schedule A or the Original 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, a Borrower may give the Administrative Agent telephonic notice of such request for advances to the Funding Account not later than the required time specified in clause (i) preceding. The Administrative 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 it. (diii) The Whenever checks or other items are presented to BofA for payment against the Funding Account or any other Deposit Account maintained by a Borrower agrees to compensate with BofA in an amount greater than the Lender for then available balance in the losses (as calculated pursuant to Funding Account or such other Deposit Account, such presentation may, at the next succeeding sentence) that the Lender incurs as a consequence of a failure 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 Administrative 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 Borrowers for a Base Rate Revolving Loan on the date of such Notice of Borrowing delivered by the Borrower has become irrevocable presentation in an amount sufficient to the date the Borrower defaults in making a borrowing pursuant 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 Funding Account or such other Deposit Account on such date. (iv) At the election of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment either of the Agents or the Majority Lenders, the Borrowers shall have no right to request LIBOR Rate Revolving Loans and all other amounts payable hereunderduring the existence of any Default or Event of Default.

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 Agent and the Lenders shall govern absent manifest error. (f) Not later than 1:00 p.m. (Eastern time) on the Amendment No. 1 Effective Date the Additional Term C Lender shall make available to make a borrowing of Loans of the requested amount after Administrative Agent at 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: Agent’s Payment Office an amount in immediately available funds equal to the product Term C Loan to be made by such Additional Term C Lender pursuant to its Additional Term C Commitment. The Administrative Agent shall credit the account of (i) the sum Borrowers on the books of (A) such office of the weighted average cost (as determined Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Additional Term C 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 hereunderimmediately available funds.

Procedure for Borrowing. (a) The Borrower may request a borrowing to be made an Advance hereunder, on any Business Day during the Commitment Period (each such date a “Funding period from and including the Effective Date to but excluding the Termination Date”) , by delivering to the Administrative Agent and Lender, with a copy to the Lender 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. time) five (51) Business Days’ Day prior to the requested Funding DateDate of such Advance; provided, that the Borrower shall not request more than one Advance per Business Day; provided, further, that the Borrower shall not 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 Lender and to be included in the Borrowing Base in connection with such Advance, (ii) contain the amount of the requested Advance, which noticeshall in all events be at least equal to $500,000, if not withdrawn prior to the date which is two (2) Business Days’ prior 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 length of the initial Interest Period, and (vi) 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 Section 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. Subject to the terms and conditions and in reliance upon the representations and warranties set forth in this Credit Agreement, Lender shall make the following Loans to Borrower in accordance with the following schedule: (ai) The Borrower may request a borrowing to be made on any Business Day during On the Commitment Period date (each such date a the “Funding Initial Loan 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 that is two (2) Business Days’ Days prior to the date on which Borrower is required under FCC Rules to make an upfront payment to become eligible to participate in the Auction, Lender shall make a Loan to Borrower in the amount of $40.75 million, as requested in writing by Borrower at least two (2) Business Days prior to the Initial Loan Date (such Funding requested Loan amount, the “Initial Loan Amount”), all of which Borrower shall timely pay to the FCC in accordance with FCC Rules to become eligible to participate in the Auction. (ii) In the event that Borrower is a Winning Bidder, then on the date that is two (2) Business Days prior to the date (the “Down Payment Date”) on which Borrower is required to submit sufficient funds to bring its total amount of money on deposit with the FCC to twenty percent (20%) of the aggregate amount of Borrower’s net winning bids (the “Down Payment Amount”), Lender shall thereafter become irrevocable. Each make a Loan shall be to Borrower in an amount equal to $5,000,000 the following formula (orto the extent such sum is greater than zero): (A) the Down Payment Amount, plus (B) the aggregate amount of any bid withdrawal payment obligations incurred by Borrower in the Auction, less (C) the Required Capital Contributions, less (D) the Initial Loan Amount. Borrower shall use the entire proceeds of the foregoing Loan (if any) and the Available Required Capital Contributions to timely pay the Down Payment Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 to the FCC in excess thereofaccordance with FCC Rules. (biii) Upon In the Borrower’s request for event that Borrower is a borrowing pursuant Winning Bidder, then on the date that is two (2) Business Days prior to Section 2.03(athe date on which Borrower shall be required to submit the then remaining balance of the aggregate amount of its net winning bids to the FCC (the “Balance Amount”), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such a Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of following formula (i) to the sum of extent such amount is greater than zero): (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) daysBalance Amount, plus less (B) 1.00%the Required Capital Contributions to the extent that the Required Capital Contributions were not expended in full in making the payment set forth in Section 2.2(a)(ii) (the “Winning Bidder Balance Amount Loan”). Borrower shall use the proceeds of the Winning Bidder Balance Amount Loan, multiplied by if any, and any remaining Required Capital Contributions to timely pay the Balance Amount to the FCC in accordance with FCC Rules. (iiiv) In no event shall Lender be required to make an aggregate amount of Loans under this Section 2.2(a) in excess of the quotient Acquisition Sub-Limit. b. Subject to the terms and conditions and in reliance upon the representations and warranties set forth in this Credit Agreement, Lender shall make Loans to Borrower from time to time, as follows: (i) within five (5) Business Days of a written request of Borrower (each, a “Build-Out Loan Request”), for Borrower to fund the Build-Out and initial operation of the License Systems and the Working Capital requirements of Guarantor and Borrower (including for expenses incurred prior to, during or after the Auction and prior to the date on which Borrower is granted any Licenses). Each Build-Out Loan Request shall provide the following information (A) the number amount of days constituting the period Loan, which shall not exceed the reasonable amount necessary to fund Borrower’s Build-Out expenses and the Working Capital requirements of Guarantor and Borrower for the following calendar quarter, taking into account the then existing cash balances and reasonably expected cash flows from the date such Notice operations of Borrowing delivered by Guarantor, Borrower and the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of BorrowingSubsidiaries, divided by and (B) three hundred sixty (360wiring instructions. In no event shall Lender be obligated to make an aggregate amount of Loans under this Section 2.2(b)(i) daysin excess of the Build-Out Sub-Limit. For the avoidance of doubt, multiplied if the aggregate amount of the net winning bids for the Licenses purchased by (iiiBorrower in connection with the Auction does not exceed the Required Capital Contributions, or if Borrower has any excess proceeds from Loans under Section 2.2(a) the amount that are not so borrowed. A certificate as remitted to the amounts payable FCC, Lender shall not be obligated to make Loans under this Section 2.2(b)(i) until Borrower has expended all of the Required Capital Contributions and any such excess Loan proceeds other than as necessary for its reasonable Working Capital requirements. (ii) Notwithstanding anything to the contrary in Section 2.2(b)(i) above, and solely in accordance with Section 2.2(e) of the LLC Agreement, following the first anniversary of the Down Payment Date, Lender may in its sole discretion make additional equity capital contributions to Guarantor in lieu of making all or any portion of any Loan that would otherwise be made pursuant to a Build-Out Loan Request delivered by Borrower, solely in order to permit Lender to increase the total amount of equity capital contributed by Lender to Guarantor to a maximum of eighty-five percent (85%) of the total equity capitalization of Guarantor at such time. The obligations of Lender hereunder to make Loans to Borrower shall be satisfied to the extent that equity contributions are made to Guarantor by Lender pursuant to this Section 2.03(d2.2(b)(ii). c. Lender’s obligation to make new Loans to Borrower shall terminate upon the expiration of the Commitment Period and otherwise as expressly provided for herein. d. Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon at least three (3) submitted Business Days’ notice to Lender, specifying the date and amount of prepayment. If any such notice is given, the amount specified in such notice, together with accrued and unpaid interest to the Borrower by date of such prepayment on the Lender amount prepaid (it being understood that interest added to principal pursuant to Section 2.3(c) shall not be deemed accrued and unpaid), shall be conclusive in due and payable on the absence of manifest errordate specified therein. The covenant in this Amounts prepaid may not be reborrowed. Subject to Section 2.03(d) shall survive the termination of this Loan Agreement and the payment 2.3(c), partial or total prepayments of the Loans and all shall be credited first to any charges or other amounts payable hereunderdue to Lender under the terms of this Credit Agreement or any other Loan Document, then to accrued but unpaid interest on the Loans, then to the principal balance outstanding. e. Within three (3) Business Days after any Refund Date, Borrower shall prepay to Lender the principal amount of the Loans in an amount equal to the Refund received on such Refund Date, or, if less, the aggregate principal amount of all Loans previously made to Borrower. Notwithstanding any other provision in this Credit Agreement, if timely paid in accordance with the preceding sentence, no interest shall accrue on the principal amount of the Loans so prepaid, and, for the avoidance of doubt, the Borrower shall have no obligation to pay any interest on the principal amount of the Loans so prepaid (including any interest that was previously added to the principal amount of the Loans pursuant to Section 2.3(c)). f. Amounts prepaid or repaid may not be re-borrowed under this Agreement.

Procedure for Borrowing. (a) The Borrower may request a borrowing Each Revolving Borrowing, each conversion of Revolving 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 a Revolving Borrowing, a conversion of Revolving 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 to be borrowed, continued or converted, (iv) if applicable, the duration of the Interest Period applicable thereto; and (vi) if applicable, the Type of Revolving Loans to be borrowed or to which existing Revolving 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 Representative fails to specify a Type of Revolving Loan in a Borrowing Request or Conversion/Continuation Notice or if the Borrower Representative fails to give timely notice requesting a conversion or continuation, then the Revolving 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 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 Interest Period applicable thereto. All Swingline 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 made as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender provided 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 hereunder2.03.

Procedure for Borrowing. (a) The Borrower may request Each Borrowing of a borrowing to Revolving Loan 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 Agent prior to 9:00 a.m. (Washington, D.C. Seattle 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 Rate Loans; or (ii) two (2) Business Days’ Days prior to such Funding the 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 aggregate amount equal to of Five Million Dollars ($5,000,000 (or, if the Available Amount is less than such amount, such lesser amount5,000,000) or a whole any multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; and (D) 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. (b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent With respect to the making Borrowing of such Loan the Term Loans on the Closing Date, the Company shall have been satisfied (or waived by provided irrevocable written notice delivered to the Lender Agent in accordance with Section 10.01), the form of a Notice of Borrowing not later than 2:00 p.m. 9:00 a.m. (Washington, D.C. Seattle time) on three Business Days prior to the requested Funding Closing Date. Unless the Company shall specify to the contrary in such Notice of Borrowing, the Lender Term Loans 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 initially made as Offshore Rate Loans. (c) The Borrower hereby directs the Agent will promptly notify each 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 its receipt of any Notice of Borrowing and of the amount of such Lender's Pro Rata Share of that Borrowing. (d) The Borrower agrees Each Lender will make the amount of its Pro Rata Share of each Borrowing available to compensate the Lender Agent for the losses account of the Company at the Agent's Payment Office by 11:00 a.m. (as calculated pursuant Seattle time) on the Borrowing Date requested by the Company in funds immediately available to the next succeeding sentence) that Agent. The proceeds of all such Loans will then be made available to the Lender incurs as a consequence of a failure Company by the Agent at such office by crediting the account of the Borrower to make a borrowing Company on the books of Loans BofA with the aggregate 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 amounts made available to the product of (i) the sum of (A) the weighted average cost (as determined Agent by the Lender Lenders and 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 like funds as received by the Borrower has become irrevocable Agent. (e) After giving effect to the date the Borrower defaults in making a borrowing pursuant to such Notice of any Borrowing, divided by (B) three hundred sixty (360) 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 six different Interest Periods in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereundereffect.

Procedure for Borrowing. (a) The Borrower may request a borrowing to be made on any Business Day during the Commitment Period (each such date a “Funding Date”) by delivering a. Subject to the Administrative Agent terms and conditions and in reliance upon the representations and warranties set forth in this Credit Agreement, Lender a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”)shall make Loans to Borrower from time to time, appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. (Washington, D.C. time) within five (5) Business Days’ prior to Days of a written request of Borrower (each, a “Working Capital Loan Request”) for the requested Funding DateWorking Capital requirements of Borrower and the Borrower Subsidiaries. Each Working Capital Loan Request shall provide the following information (A) the amount of the Loan, which noticeshall not exceed the reasonable amount necessary to fund the Working Capital requirements of Borrower and the Borrower Subsidiaries for the following calendar year, if not withdrawn prior taking into account the then existing cash balances and reasonably expected cash flows from operations of Borrower and the Borrower Subsidiaries, and (B) wiring instructions. In no event shall Lender be obligated to make an aggregate amount of Loans under this Section 2.2(a) in excess of the date which is two Working Capital Sub-Limit. b. Lender’s obligation to make new Loans to Borrower shall terminate upon the expiration of the Commitment Period and otherwise as expressly provided for herein. c. Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon at least three (23) Business Days’ prior notice to Lender, specifying the date and amount of prepayment. If any such Funding Datenotice is given, shall thereafter become irrevocable. Each Loan shall be the amount specified in an such notice, together with accrued and unpaid interest to the date of such prepayment on the amount equal prepaid (it being understood that interest added 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 principal pursuant to Section 2.03(a2.3(c) shall not be deemed accrued and unpaid), shall be due and assuming all conditions precedent payable on the date specified therein. Subject to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.012.3(c), 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 partial 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 total prepayments of the Loans and all shall be credited first to any charges or other amounts payable hereunderdue to Lender under the terms of this Credit Agreement or any other Loan Document, then to accrued but unpaid interest on the Loans, then to the principal balance outstanding. d. Amounts prepaid or repaid may not be re-borrowed under this Credit Agreement.

Procedure for Borrowing. (a) The Borrower may request a borrowing to be made borrow under the Term Loan Facility on any Business Day during the Commitment Period (each such date a “Funding Date”) by delivering prior to the Administrative Agent Termination Date in an aggregate principal amount not exceeding the lesser of (a) the Borrowing Base at such time and (b) the Availability at such time applicable to such requested Term Loan, provided that the Borrower shall give the Lender a Notice of Borrowing irrevocable notice substantially in the form of Exhibit B Annex I (a “"Notice of Borrowing”), appropriately completed, ") (which Notice of Borrowing notice must be received no later than 2:00 p.m. (Washingtonby the Lender prior to 10:00 a.m., D.C. New York City time) five (5) , three Business Days’ Days prior to the requested Funding Borrowing Date), specifying: (i) the amount to be borrowed; (ii) the requested Borrowing Date; (iii) the amount of the borrowing to be used to fund the payment of interest then due and payable on the Term Loans (such portion of any such Term Loan borrowing a "Debt Service Borrowing"); and (iv) wire instructions of (A) the seller party to any Acquisition (or other Persons) to which noticeany portion of the Cash Purchase Price of any Acquisition to be financed with such borrowing is to be provided, if including any such portion which is to be paid following consummation of such Acquisition in respect of post closing adjustments, including, but not withdrawn limited to, holdbacks and earnouts and (B) any Persons entitled to receive payment in connection with any Non-Maintenance Capital Expenditures being financed with such borrowing. The amount specified in any Notice of Borrowing may be adjusted upward or downward by up to 10% of such amount upon written notice to the Lender no later than one Business day prior to the date which is two (2) Business Days’ prior requested Borrowing Date; provided, that such adjustments shall not be deemed in any way limit or modify the conditions to borrowing set forth in Section 5.2 or modify the Availability for such Funding Date, shall thereafter become irrevocable. Each Term 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 Each Notice of Borrowing shall be accompanied by: (i) a calculation of the Borrower’s request for Availability, the Debt Service Borrowing Capacity at such time (if a portion of the borrowing is to be used to fund a payment of interest), and the Fee Service Capacity (if a portion of the borrowing is to be used to fund the second installment of the fee payable pursuant to Section 2.03(a2.3(a)), and assuming all conditions precedent to certified by a Responsible Officer of the making Borrower; (ii) a Borrowing Base Certificate showing the Borrowing Base as of such Loan have been satisfied Borrowing Date after giving effect to such Term Loan; (iii) if such borrowing is to be used to finance an Acquisition or waived Non-Maintenance Capital Expenditures, (A) a written instruction signed by a Responsible Officer of the Borrower directing 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 to wire the proceeds of such Loan available the Term Loans to the Borrower accounts and Persons specified 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 and (B) a borrowing report specifying (1) for each Tower being acquired pursuant to such Notice of BorrowingAcquisition, divided by (B) three hundred sixty (360) days, multiplied by (iiia) the amount "Tower Identifier" (name/ID) of such Tower, (b) the latitude and longitude of such Tower, (c) the Acquisition Price of such Tower, (d) the projected monthly Tower Cash Flow for such Tower, and (e) whether the Tower will be owned in fee or subject to a Ground Lease or easement, and (2) with respect to any Tower (whether or not so borrowed. A certificate as such Tower is to be financed with such borrowing), the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall portion of any Non-Maintenance Capital Expenditures being financed with such borrowing that will 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.expended for such Tower; and

Procedure for Borrowing. (a) The Borrower may request Each Borrowing (other than an L/C Advance) shall be made upon the Company's irrevocable notice delivered to the Co-Administrative Agent in the form of a borrowing Notice of Borrowing (which notice must be received by the Co-Administrative Agent prior to 12:00 p.m. (Chicago time) (i) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars, (ii) four Business Days prior to the requested Borrowing Date, in the case of Offshore 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 of $500,000 or any multiple of $100,000 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 the 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 Closing 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 Borrowing will consist of $1,000,000 in excess thereofBase Rate Loans only. (b) Upon The Co-Administrative Agent will promptly notify each Lender of its receipt of any Notice of Borrowing and of the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making amount of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds Lender's Pro Rata Share of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))that Borrowing. (c) Each Lender will make the amount of its Pro Rata Share of each Borrowing available to the Co-Administrative Agent for the account of the Company at the Co-Administrative Agent's Payment Office on the Borrowing Date requested by the Company in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 2:00 p.m. (Chicago time), and (ii) in the case of a Borrowing comprised of Offshore Currency Loans, by such time as the Co-Administrative Agent may specify. The Borrower hereby directs the Lender to send the proceeds of all such Loans (i) by wire transfer will promptly thereafter be made available to the account specified on Schedule A or (ii) to such other account as shall be designated Company by the Borrower Co-Administrative Agent at such office by crediting the account of the Company on the books of LaSalle with the aggregate of the amounts made available to the Co-Administrative Agent by the Lenders and in a Notice of Borrowinglike funds as received by the Co-Administrative Agent. (d) After giving effect to any Borrowing or any conversion or continuation of Loans pursuant to SECTION 2.04, unless the Co-Administrative Agent shall otherwise consent, there may not be more than 10 different Interest Periods in effect. (e) The Borrower Company hereby authorizes the Lenders and the Co-Administrative Agent to accept Notices of Borrowing based on telephonic notices made by any person or persons the Co-Administrative Agent or any Lender in good faith believes to be acting on behalf of the Company. The Company agrees to compensate the Lender for the losses (as calculated pursuant deliver promptly to the next succeeding sentence) that Co-Administrative Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an authorized designee. If the Lender incurs as a consequence of a failure written confirmation differs in any material respect from the action taken by the Co-Administrative Agent and the Lenders, the records of the Borrower to make a borrowing of Loans of Co-Administrative Agent and the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses Lenders shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of govern absent manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

Procedure for Borrowing. (a1) The Borrower may request a borrowing to Each Borrowing shall be made on upon LS&Co’s irrevocable written notice (including any Business Day during the Commitment Period (each such date a “Funding Date”electronic medium) by delivering 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. i) 12:00 noon (Pacific time) five (5) three Business Days’ Days prior to the requested Funding Date, which notice, if not withdrawn prior to in the date which is two case of LIBOR Rate Revolving Loans or LIBOR Rate Trademark Subfacility 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 9:00 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. Pacific time) on the requested Funding Date, in the Lender shall make case of Base Rate Revolving Loans or Base Rate Trademark Subfacility Loans, specifying: (A) the proceeds Borrower; (B) the amount of the Borrowing, which in the case of a LIBOR Rate Revolving Loan or a LIBOR Rate Trademark Subfacility Loan must equal or exceed $10,000,000 (and increments of $1,000,000 in excess of such amount); (C) the requested Funding Date, which must be a Business Day; (D) whether the Revolving Loans or Trademark Subfacility Loans requested are to be Base Rate Revolving Loans or Base Rate Trademark Subfacility Loans, as applicable, or LIBOR Rate Revolving Loans or LIBOR Rate Trademark Subfacility Loans, as applicable (and if not specified, it shall be deemed a request for a Base Rate Revolving Loan available to or a Base Rate Trademark Subfacility Loan); and (E) the Borrower in immediately available fundsduration of the Interest Period for LIBOR Rate Revolving Loans or LIBOR Rate Trademark Subfacility Loans (and if not specified, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)it shall be deemed a request for an Interest Period of one month). (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, LS&Co 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 and Trademark Subfacility Loans, regardless of whether any written confirmation is received. (d3) The Borrower agrees Without limiting the provisions of Sections 8.2 and 9.2, LS&Co 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 or a LIBOR Rate Trademark Subfacility Loan while a Default or Event of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower Default has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement occurred and the payment of the Loans and all other amounts payable hereunderis continuing.

Procedure for Borrowing. (a) The Borrower may request Each Borrowing of Loans shall be made upon the Company's irrevocable written notice delivered to the Agent in accordance with Section 10.2 in the form of a borrowing Notice of Borrowing (which notice must be received by the Agent prior to 2:00 p.m. (New York time) (i) three Business Days prior to the requested Borrowing date, in the case of LIBOR Rate Loans and (ii) one Business Day prior to 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 principal amount of Three Million Dollars ($3,000,000) or any multiple of One Million Dollars ($1,000,000) in excess thereof; (B) the requested Borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of LIBOR Rate Loans or Base Rate Loans; (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing shall fail 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 any Business Day during the Commitment Period (each such date a “Funding Effective 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. (Washington, D.C. New York 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 Effective 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 receipt of the Borrower’s request for a borrowing pursuant to Section 2.03(a)Notice of Borrowing, the Agent will promptly notify each Bank thereof and assuming all conditions precedent to of the making amount of such Loan have been satisfied (or waived by Bank's Commitment Percentage of the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))Bor rowing. (c) Each Bank will make the amount of its Commitment Percentage of the Borrowing available to the Agent for the account of the Company at the Agent's Payment Office by 12:00 noon (New York 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 in a Notice Agent at such office by crediting the account of Borrowingthe Company on the books of MGT. (d) The Borrower agrees to compensate Unless the Lender for Banks shall otherwise agree, during the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence existence of a failure Default or an Event of Default, the Borrower Company may not elect to make have a borrowing of Loans of the requested amount after the Borrower has delivered Loan be made as, or converted into or continued as, 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 LIBOR Rate Loan. (e) After giving effect 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 there shall not be more than six (B6) 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 different LIBOR Rate Loans 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 Borrowers may request a borrowing to be made hereunder, on any Business Day during the Commitment Period (each such date a “Funding Date”) period from and including the Effective Date to and including the termination of this Loan Agreement, by delivering to the Administrative Agent and Lender, with a copy to the Lender Custodian, a Notice of Borrowing written request for borrowing, substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completedD attached hereto, which Notice of Borrowing request must be received no later than by the Lender prior to --------- 2:00 p.m. p.m., New York City time, two (Washington, D.C. time) five (52) Business Days’ Days prior to the requested Funding DateDate for any Mortgage Loans which are not Wet-Ink Mortgage Loans, which notice(ii) 6:00 p.m., if not withdrawn New York City time, one (1) Business Day prior to the date Funding Date for any Eligible Mortgage Loans which is two are Wet-Ink Mortgage Loans and (2iii) 10:00 a.m. New York City time, three (3) Business Days’ Days prior to the Funding Date for any Eligible Security. Such request for borrowing shall (i) attach a schedule identifying the Eligible Mortgage Loans which are not Wet-Ink Mortgage Loans or Eligible Securities that the Borrowers propose 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(iii) include a Mortgage Loan Tape containing information with respect to the Eligible Mortgage Loans and Eligible Securities that the Borrowers propose to pledge to the Lender and to be included in the Borrowing Base in connection with such borrowing, and (iv) certify as to the truth and accuracy of the representations and warranties made hereunder as required by Section 5.02(b) hereof . 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 Borrowers' 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 Borrowers on the requested Funding Date in the amount so requested. (b) Each of the Borrowers shall release to the Custodian, in the case of any Eligible Mortgage Loan which is not a Wet-Ink Mortgage Loan, and to the Lender, in the case of any Eligible Security, no later than 12:00 p.m., New York City time, two (2) Business Days prior to any Funding Date, the Mortgage Files and the Eligible Security Files, as applicable, pertaining to each such Eligible Mortgage Loan have been satisfied or Eligible Security to be pledged to the Lender and included in the Borrowing Base on such requested Funding Date, in accordance with the terms and conditions hereof and of the Custodial Agreement. With respect to each Wet- Ink Mortgage Loan pledged to the Lender and included in the Borrowing Base on a requested Funding Date: (or waived i) By no later than 12.00 p.m., New York City time, the Borrowers shall deliver all Mortgage Loan Documents related to all Wet-Ink Mortgage Loans included in the Borrowing Base on such Funding Date and the original Escrow Instruction Letter to the Custodian, for receipt by the Custodian no later than seven (7) Business Days following the Funding Date, and, in the case of any Borrower Refinanced Loan, the Borrower shall deliver facsimile copies of the related Mortgage, Mortgage Note and Assignment of Mortgage by 12.00 p.m., New York City time no later than one (1) Business Day following the Funding Date); and (ii) the Borrowers shall cause the Settlement Agent to send the Custodian a facsimile of the associated Escrow Instruction Letter on each Funding Date. (c) Pursuant to the Custodial Agreement, the Custodian shall deliver to the Lender and the Borrowers, no later than 1:30 p.m., New York City time, on a Funding Date (and with respect to each Wet-Ink Mortgage Loan, on the date of receipt and on the Business Day of receipt of the related original Mortgage Loan Documents), a Trust Receipt (as defined in the Custodial Agreement) in respect of all Eligible Mortgage Loans pledged to the Lender on such Funding Date, and a Mortgage Loan Schedule and Exception Report. With respect to an Eligible Security, the Borrowers shall deliver to the Lender no later than 1:30 p.m., New York City time, on the requested Funding Date each Eligible Security, registered in the name of the Lender, to be pledged to the Lender and included in the Borrowing Base on such requested Funding Date. Subject to Sections 2.01 and 5 hereof, such borrowing will then be made available to the Borrowers by the Lender in accordance with Section 10.01)transferring, via wire transfer, to the following account of the Borrowers at U.S. Bank National Association: "New Century Mortgage Collateral Account", ABA ▇▇▇▇▇▇▇▇▇, Account # 173100971378, not later than 2:00 5:00 p.m. (Washington, D.C. time) New York City time on the requested such Funding Date, in the aggregate amount of such borrowing in funds immediately available to the Borrowers with respect to each Pledged Mortgage Loan which is not a Wet-Ink Loan and each Pledged Security; provided -------- that if such Pledged Mortgage Loan or Eligible Security is subject to any prior interest, encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest (any such Eligible Mortgage Loan or Eligible Security "Release Collateral"), the Lender shall make available the proceeds portion of such ------------------ borrowing relating to such Release Collateral in accordance with the written instructions of the holder of such interest, encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. With respect to each Pledged Mortgage Loan which is a Wet-Ink Mortgage Loan, subject to Sections 2.01 and 5 hereof, such borrowing will then be made available to the Borrower in immediately available fundsBorrowers by the Lender transferring, via wire transfer (pursuant transfer, to the wire transfer account of the applicable Settlement Agent in accordance with the instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send Escrow Instruction Letter, not later than 5:00 p.m. New York City time on such Funding Date, in the proceeds aggregate amount of all Loans (i) by wire transfer such borrowing in funds immediately 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 BorrowingSettlement Agent. (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 borrow under the Commitment during the Commitment Period (each such date a “Funding Date”) by delivering on any Business Day; provided, that the Borrower shall deliver to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B written notice (a “Notice of Borrowing”"Borrowing Notice") which must (i) specify the date on which such borrowing is to be made (the "Borrowing Date"), appropriately completedthe 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 Notice of Borrowing must 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 no later than 2:00 p.m. (Washington, D.C. time) five (5) Business Days’ by the Lender prior to the requested Funding Date1:00 P.M., which noticeNew York City time, if not withdrawn prior to the date which is two (2) Business Days’ Days prior to such Funding Borrowing Date (or, with respect to the initial Loans requested to be made on the Effective Date, shall thereafter become irrevocable. Each one Business Day prior to the Effective Date). (b) On each Borrowing Date set forth in a Borrowing Notice, the Lender will make a Loan shall be to the 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 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 Closing Date in the case of Base Rate Loans and (5y) three Business Days’ prior Days in advance of the Closing 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 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 Funding DateClosing Date 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 Loans, the Lender Disbursing Agent shall make the proceeds of such Loan the Loans available to the Borrower on the Closing 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 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. (ai) The Borrower may request a borrowing to Each Borrowing shall be made on any Business Day during the Commitment Period (each such date upon a “Funding Date”) by delivering Borrower’s irrevocable written notice delivered to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of a notice of borrowing in the form attached hereto as Exhibit B C (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. by the Administrative Agent prior to 12:00 noon (WashingtonNew York, D.C. New York time) five (5y) three (3) Business Days’ Days prior to the requested Funding Date 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) 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 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 (orthe extent of the Tranche A-1 Commitments, and if the Available Amount such Borrower fails to specify whether any Revolving Loan is less than such amountto be Base Rate Revolving Loan or a LIBOR Rate Revolving Loan, such lesser amount) or request shall be deemed a whole multiple of $1,000,000 in excess thereof. (b) Upon the Borrower’s request for a borrowing 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 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. With respect to any Borrowing to be made on the Closing Date, unless otherwise agreed by the Administrative Agent and the Lenders, such Borrowing will consist of Base Rate Revolving Loans. (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) With respect to such other account as shall be designated by any request for Base Rate Revolving Loans, in lieu of delivering the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such above-described Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) a Borrower may give the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower Administrative Agent telephonic notice of such request by the Lender required time, with such telephonic notice to be confirmed in writing no later than the Business Day following the giving of such telephonic notice but the Administrative Agent at all times shall be conclusive entitled to rely on such telephonic notice in making such Revolving Loans, regardless of whether any such confirmation is received by the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunderAdministrative Agent.

Procedure for Borrowing. (a) The Borrower applicable Borrowers may request ----------------------- borrow under the applicable Revolving Credit Commitments (in each case, subject to the limitations in Section 2.01) or the applicable Term B Commitments by giving the notice (a borrowing "Borrowing Request") to the Applicable Agent (with a copy ------------------ thereof to be made on any Business Day during the Commitment Period (each such date a “Funding Date”) by delivering promptly provided to the Administrative Agent and or the Lender a Notice of Borrowing substantially in U.K. Administrative Agent, as the form of Exhibit B (a “Notice of Borrowing”case may be), appropriately completed, which Notice of Borrowing notice must be received no later than 2:00 p.m. by the Applicable Agent prior to (Washingtona) 10:00 a.m., D.C. London time, (i) five (5) three Business Days’ Days prior to the requested Funding Date, which notice, if not withdrawn Borrowing Date in the case of a Eurocurrency Borrowing denominated in Euros and (ii) one Business Day prior to the date which is two requested Borrowing Date in the case of a Eurocurrency Borrowing denominated in Pounds Sterling, or (2b) Business Days’ prior to such Funding 9:00 a.m., New York City time, on the proposed Borrowing Date, in the case of an ABR Borrowing. The Borrowing Request for each Borrowing shall thereafter become irrevocablespecify (i) the identity of the Borrower and whether the requested Borrowing is to be a Revolving Dollar Borrowing, a Revolving Euro Borrowing, a Term B Dollar Borrowing or a Term B Euro Borrowing, (ii) the amount to be borrowed and the currency thereof, (iii) the requested Borrowing Date (which must be the Effective Date, in the case of a Term B Borrowing), (iv) whether the Borrowing is to be of Eurocurrency Loans or ABR Loans, (v) if the Borrowing is to be of Eurocurrency Loans, the length of the initial Interest Period therefor, and (vi) the location and number of the relevant Borrower's account to which funds are to be disbursed, which shall comply with the requirements of this Agreement. Each Loan If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be in an amount equal to $5,000,000 ABR Borrowing (or, if the Available Amount Borrowing is less than such amount, such lesser amountmade by the U.S. Borrower) or a whole multiple Eurocurrency Borrowing (if the Borrowing is made by the Euro Borrower or a Subsidiary Borrower). If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrower thereunder shall be deemed to have selected an Interest Period of $1,000,000 in excess thereofone month's duration. (b) Upon the Borrower’s request for Each Borrowing shall be in a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making minimum aggregate principal 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 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 $5.0 million, (euro)5.0 million or (pound)5.0 million, as applicable, or an integral multiple of $1.0 million, (euro)1.0 million or (pound)1.0 million, as applicable, in excess thereof or (ii) in the case of a Revolving Credit Borrowing, if less, the aggregate amount of the then Available Dollar Revolving Credit Commitments or Available Euro Revolving Credit Commitments, as applicable. Subject to such other account Section 2.12, Revolving Loans specified as a Euro Borrowing shall be designated by made and funded in Euros or Pounds Sterling, as specified in the Borrower Borrowing Request, 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 aggregate amount equal to the product Dollar Equivalent of (i) the sum of (A) the weighted average cost amount specified in such Borrowing Request (as determined by the Lender in its sole discretion) U.K. Administrative Agent as of all nominal marketable Indebtedness issued by UST over the preceding thirty Denomination Date for such Euro Borrowing (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 which determination shall be conclusive in the absence of absent manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder)).

Procedure for Borrowing. (a1) The Borrower may request a borrowing to Each Borrowing shall be made on any Business Day during 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 C (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. by the Agent prior to (Washingtoni) 12:00 noon (Atlanta, D.C. Georgia time) five (5) three Business Days’ Days prior to the requested Funding Date, which noticein the case of LIBOR Rate Loans and (ii) 11:00 a.m. (Atlanta, 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. Georgia time) on the requested Funding Date, in the Lender shall make case of Base Rate Loans, specifying: (A) the proceeds amount of the Borrowing, which in the case of a LIBOR Rate Loan must equal or exceed $5,000,000 (and increments of $1,000,000 in excess of such Loan available amount); (B) the requested Funding Date, which must be a Business Day; (C) whether the Revolving Loans requested are to be Base Rate Loans or LIBOR Rate Loans (and if not specified, it shall be deemed a request for a Base Rate Loan); and (D) the duration of the Interest Period for LIBOR Rate Loans (and if not specified, it shall be deemed a request for an Interest Period of one month); 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 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 Agent notice of such request for advances to the Designated Account on or before the deadline set forth above via telephone or electronic communications in a format acceptable to the Agent. The Agent at all times shall be entitled to rely on such telephonic or electronic notice in making such Revolving Loans, regardless of whether any written confirmation is received. (d3) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant Whenever checks are presented to the next succeeding sentence) that Bank for payment against any account of an Obligor maintained with the Lender incurs Bank in an amount greater than the then available balance in such accounts, then the Agent may, at its option, treat such presentation as a consequence deemed request for a Base Rate Loan on the date 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 such presentation in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product excess 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 such checks over the preceding thirty (30) dayssuch available balances, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date and such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender request shall be conclusive in irrevocable. (4) 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 election of the Loans Agent or the Required Lenders, the Borrowers shall have no right to request a LIBOR Rate Loan while a Default or Event of Default has occurred and all other amounts payable hereunderis continuing.

Procedure for Borrowing. (a) The Borrower Borrowing Representative, on behalf of Borrowers, shall notify Agent prior to 12:00 noon at least one but not more than four Business Days before the proposed borrowing date of Borrowers' request to receive a Revolving Credit Advance, provided that on or prior to 12:00 noon on the proposed borrowing date, Borrowing Representative may request a borrowing increase or decrease the amount of the proposed Revolving Credit Advance by up to $100,000. In addition thereto, should any amount required to be made on paid as interest hereunder, or as any Business Day during scheduled payment of principal hereunder, or as fees or Charges hereunder or under any Other Document with any Lender Party, or with respect to any other Obligation, become due, including any sums charged to Borrowers' Account pursuant hereto, the Commitment Period same shall be deemed a request to receive a Revolving Credit Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, Charge or other Obligation, and such request shall be irrevocable. Each notice of borrowing shall be delivered (each such date a “Funding Date”or confirmed after telephonic notice) by delivering to the Administrative Agent and the Lender a Notice of Borrowing in writing in substantially in the form of Exhibit B 2.2 (a “Notice of Borrowing”a), appropriately completedtogether with a completed Borrowing Base Certificate and relevant supporting documentation satisfactory to Agent, which Notice of Borrowing must be received no later than 2:00 p.m. (Washington, D.C. unless otherwise required or approved by Agent from time to 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))[Intentionally Omitted]. (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[Intentionally Omitted]. (d) The Borrower agrees to compensate [Intentionally Omitted]. (e) [Intentionally Omitted]. (f) 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 (f), the losses (as calculated pursuant 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 Loans that bear interest with respect to the next succeeding sentenceLIBOR Rate) to make or maintain Loans that bear interest with respect to the Lender incurs LIBOR Rate, the obligation of all Lenders to make Loans that bear interest with reference to the LIBOR Rate shall be suspended, and Agent, in its reasonable discretion, shall select a comparable rate 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 substitute therefor. (ig) 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[Intentionally Omitted].

Procedure for Borrowing. (a) The Borrower may request a borrowing to Each Borrowing shall be made on any Business Day during upon the Commitment Period (each such date a “Funding Date”) by delivering applicable Borrower’s irrevocable notice delivered to the Administrative Agent and in the Lender form of a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing notice must be received no later than 2:00 p.m. by the Agent prior to 11:00 a.m. (Washington, D.C. local time) five (5i) two Business Days’ Days prior to the requested Funding Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars, (ii) four Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in a currency specified in the definition of “Offshore Currency” on the Effective Date, (iii) the number of Business Days determined by the Agent to be customary for its syndicated credit facilities, if such Offshore Rate Loans are to be denominated in a currency not covered by the preceding clause (ii), and (iv) on the requested Borrowing Date, in the case of Base Rate Loans), specifying: (A) the amount of such Borrowing, which shall (unless such Borrowing is being requested (or deemed to be requested) pursuant to Section 2.06(b) or 3.03(b)) be (x) a Dollar Equivalent amount not less than $5,000,000 (or such lesser amount agreed to by the Agent) and (y) a higher integral multiple of 500,000 units of the Applicable Currency; (B) the requested Borrowing Date, which noticeshall be a Business Day; (C) the Class and Type of Loans comprising such Borrowing; (D) with respect to Offshore Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice (and, if not withdrawn prior a Notice of Borrowing fails to specify the date which is two (2) Business Days’ prior to duration of the Interest Period for any Borrowing of Offshore Rate Loans, such Funding Date, shall thereafter become irrevocable. Each Loan Interest Period shall be in an amount equal one month); (E) with respect to $5,000,000 Offshore Rate Loans, the Applicable Currency for such Borrowing; and (or, if F) the Available Amount is less than identity of the Borrower requesting such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereofBorrowing. (b) Upon The Agent will promptly notify each applicable Lender of its receipt of any Notice of Borrowing and (i) in respect of Borrowings of Term A Loans, the Borroweramount of such Lender’s request for a borrowing pursuant Term A Percentage of such Borrowing, (ii) in respect of Borrowings of Term B Loans, the amount of such Lender’s Term B Percentage of such Borrowing, and (iii) in respect of Borrowings of Revolving Loans (other than Offshore Rate Loans to the extent covered by Section 2.03(a2.08), and assuming all conditions precedent to (x) the making amount of such Loan have been satisfied Lender’s Revolving Percentage of such Borrowing and (or waived y) if such Borrowing is in an Offshore Currency, the aggregate Dollar Equivalent amount of such Borrowing and the applicable Spot Rate used by the Lender Agent to determine such aggregate Dollar Equivalent amount. The Agent shall also give the Company prompt notice of the matters referred to in accordance with Section 10.01), not later than 2:00 p.m. clause (Washington, D.C. timeiii)(y) on of the requested Funding Date, the Lender shall make the proceeds of such Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c))preceding sentence. (c) Each Lender will make the amount of its applicable Percentage of each Borrowing available to the Agent for the account of the applicable Borrower at the Agent’s Payment Office by 1:00 p.m. (local time) on the Borrowing Date and in the Applicable Currency requested by such Borrower in 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 applicable Borrower by the Agent at such office by crediting the account of such Borrower on the books of Bank of America with the aggregate of the amounts made available to the Agent by the Lenders and in a Notice of Borrowinglike funds as received by the Agent. (d) The After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than 15 different Interest Periods in effect. (e) Each Borrower hereby authorizes the Lenders and the Agent to accept Notices of Borrowing based on telephonic notices made by any person or persons the Agent or any Lender in good faith believes to be acting on behalf of such ▇▇▇▇▇▇▇▇. Each Borrower agrees to compensate 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. (ai) The Borrower may request a borrowing to Each Borrowing shall be made on any Business Day during the Commitment Period (each such date upon a “Funding Date”) by delivering Borrower’s irrevocable written notice delivered to the Administrative Agent and the Lender a Notice of Borrowing substantially in the form of Exhibit B a notice of borrowing (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. by the Agent prior to (Washingtonx) 12:00 noon (New York, D.C. New York time) five (5) three Business Days’ Days prior to the requested Funding Date, which noticein the case of LIBOR Rate Loans and (y) 11:00 a.m. (New York, 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. New York time) on the requested Funding Date, in the Lender shall make case of Base Rate Loans, specifying: (A) the proceeds amount of the Borrowing, which in the case of a LIBOR Rate Loan must equal or exceed $3,000,000 (and increments of $1,000,000 in excess of such Loan available amount); (B) the requested Funding Date, which must be a Business Day; (C) whether the Revolving Loans requested are to be Base Rate Revolving Loans or LIBOR Revolving Loans (and if not specified, it shall be deemed a request for a Base Rate Revolving Loan); and (D) the duration of the Interest Period for LIBOR Revolving Loans (and if not specified, it shall be deemed a request for an Interest Period of 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. (ii) In lieu of delivering a Notice of Borrowing, a Borrower in immediately available funds, via wire transfer (pursuant may give the Agent telephonic notice of such request for advances to the wire transfer instructions Designated Account on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice in making such Revolving Loans, regardless of whether any written confirmation is received. (iii) No Borrower shall have the right to request a LIBOR Rate Loan while a Default or Event of Default has occurred and is continuing. (iv) Notwithstanding any language to the contrary in this Section, each Borrowing that is to be an Ex-Im Bank Revolving Loan must be requested in writing on the form of borrowing notice attached hereto as Exhibit D-1 and must be delivered to the Agent’s Export Finance Department at the address set forth in Section 2.03(c))14.8 hereof. (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunder.

Procedure for Borrowing. (a) The Borrower may request a borrowing to be made on any Business Day during the Commitment Period (each such date a “Funding Date”) by delivering a. Subject to the Administrative Agent terms and conditions and in reliance upon the representations and warranties set forth in this Credit Agreement, Lender a Notice of Borrowing substantially shall make the following Loans to Borrower in accordance with the form of Exhibit B following schedule: (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. (Washington, D.C. timei) five (5) Business Days’ prior to the requested Funding Date, which notice, if not withdrawn On or prior to the date (the “Initial Loan Date”) on which Borrower is required under FCC Rules to make an upfront payment to become eligible to participate in the Auction, Lender shall make a Loan to Borrower in the amount of Four Hundred Thirty One Million Eight Hundred Thousand and No Dollars ($431,800,000.00) (such Loan amount, the “Initial Loan Amount”), all of which Borrower shall timely pay to the FCC in accordance with FCC Rules to become eligible to participate in the Auction. (ii) In the event that Borrower is a Winning Bidder, then on the date that is two (2) Business Days’ Days prior to such Funding the date (the “Down Payment Date”) on which Borrower is required to submit sufficient funds to bring its total amount of money on deposit with the FCC to twenty percent (20%) of the aggregate amount of Borrower’s net winning bids (the “Down Payment Amount”), Lender shall thereafter become irrevocable. Each make a Loan shall be to Borrower in an amount equal to $5,000,000 the following *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. formula (orto the extent such sum is greater than zero): (A) the Down Payment Amount, plus (B) the aggregate amount of any bid withdrawal payment obligations incurred by Borrower in the Auction, less (C) the Required Capital Contributions, less (D) the Initial Loan Amount. Borrower shall use the entire proceeds of the foregoing Loan (if any) and the Available Required Capital Contributions to timely pay the Down Payment Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 to the FCC in excess thereofaccordance with FCC Rules. (biii) Upon In the Borrower’s request for event that Borrower is a borrowing pursuant Winning Bidder, then on the date that is two (2) Business Days prior to Section 2.03(athe date on which Borrower shall be required to submit the then remaining balance of the aggregate amount of its net winning bids to the FCC (the “Balance Amount”), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Lender shall make the proceeds of such a Loan available to the Borrower in immediately available funds, via wire transfer (pursuant to the wire transfer instructions set forth in Section 2.03(c)). (c) The Borrower hereby directs the Lender to send the proceeds of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowing. (d) The Borrower agrees to compensate the Lender for the losses (as calculated pursuant to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of following formula (i) to the sum of extent such amount is greater than zero): (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) daysBalance Amount, plus less (B) 1.00%the Required Capital Contributions to the extent that the Required Capital Contributions were not expended in full in making the payment set forth in Section 2.2(a)(ii) (the “Winning Bidder Balance Amount Loan”). Borrower shall use the proceeds of the Winning Bidder Balance Amount Loan, multiplied by if any, and any remaining Required Capital Contributions to timely pay the Balance Amount to the FCC in accordance with FCC Rules. (iiiv) In no event shall Lender be required to make an aggregate amount of Loans under this Section 2.2(a) in excess of the quotient Acquisition Sub-Limit. b. Subject to the terms and conditions and in reliance upon the representations and warranties set forth in this Credit Agreement, Lender shall make Loans to Borrower from time to time, as follows: (i) within five (5) Business Days of a written request of Borrower (each, a “Build-Out Loan Request”), for Borrower to fund the Build-Out and initial operation of the License Systems and the Working Capital requirements of Guarantor and Borrower (including for expenses incurred prior to, during or after the Auction and prior to the date on which Borrower is granted any Licenses). Each Build-Out Loan Request shall provide the following information: (A) the number amount of days constituting the period Loan, which shall not exceed the reasonable amount necessary to fund Borrower’s Build-Out expenses and the Working Capital requirements of Guarantor and Borrower for the following calendar quarter, taking into account the then existing cash balances and reasonably expected cash flows from operations of Guarantor, Borrower and the Borrower Subsidiaries and (B) wiring instructions. In no event shall Lender be obligated to make an aggregate amount of Loans under this Section 2.2(b)(i) in excess of the Build-Out Sub-Limit. For the avoidance of doubt, if the aggregate amount of the net winning bids for the Licenses purchased by Borrower in connection with the Auction does not exceed the Required Capital Contributions, or if Borrower has any excess proceeds from Loans under Section 2.2(a) that are not remitted to the FCC, Lender shall not be obligated to make Loans under this Section 2.2(b)(i) until Borrower has expended all of the Required Capital Contributions and any such excess Loan proceeds other than as necessary for its reasonable Working Capital requirements. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. c. Lender’s obligation to make new Loans to Borrower shall terminate upon the expiration of the Commitment Period and otherwise as expressly provided for herein. d. Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon at least three (3) Business Days’ notice to Lender, specifying the date and amount of prepayment. If any such Notice of Borrowing delivered by notice is given, the Borrower has become irrevocable amount specified in such notice, together with accrued and unpaid interest to the date of such prepayment on the Borrower defaults in making a borrowing amount prepaid (it being understood that interest added to principal pursuant to such Notice of BorrowingSection 2.3(c) shall not be deemed accrued and unpaid), 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 due and payable on the absence of manifest errordate specified therein. The covenant in this Amounts prepaid may not be reborrowed. Subject to Section 2.03(d) shall survive the termination of this Loan Agreement and the payment 2.3(c), partial or total prepayments of the Loans and all shall be credited first to any charges or other amounts payable hereunderdue to Lender under the terms of this Credit Agreement or any other Loan Document, then to accrued but unpaid interest on the Loans, then to the principal balance outstanding. e. Within three (3) Business Days after any Refund Date, Borrower shall prepay to Lender the principal amount of the Loans in an amount equal to the Refund received on such Refund Date (minus any amounts paid to the NSM Members (as defined in the LLC Agreement) or distributed to Guarantor to make any payments to the NSM Members as required by Section 8.4 of the LLC Agreement), or, if less, the aggregate principal amount of all Loans previously made to Borrower (minus any amounts paid to the NSM Members (as defined in the LLC Agreement) or distributed to Guarantor to make any payments to the NSM Members as required by Section 8.4 of the LLC Agreement). Notwithstanding any other provision in this Credit Agreement, if timely paid in accordance with the preceding sentence, no interest shall accrue on the principal amount of the Loans so prepaid, and, for the avoidance of doubt, the Borrower shall have no obligation to pay any interest on the principal amount of the Loans so prepaid (including any interest that was previously added to the principal amount of the Loans pursuant to Section 2.3(c)). f. Amounts prepaid or repaid may not be re-borrowed under this Credit Agreement.

Procedure for Borrowing. (a) The Borrower may request shall give the Agent notice (a borrowing "Notice of --------- Borrowing") not later than 7:30 a.m. (San Francisco time) on (x) the -- Disbursement Date with respect to be made on any Base Rate Loans, (y) the third Business Day during -- before the Commitment Period Disbursement Date with respect to Euro-Dollar Loans, specifying: (each such date a “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 be received no later than 2:00 p.m. (Washington, D.C. time) five (5) Business Days’ prior to the requested Funding Disbursement Date, which noticeshall be a Business Day (ii) the aggregate amount of such Borrowing; (iii) whether the Loans comprising such Borrowing are to be, if not withdrawn prior Base Rate Loans or Euro-Dollar Loans; and (iv) in the case of a Borrowing with respect to Euro-Dollar Loans, the duration of the Interest Period applicable thereto, subject 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 provisions of 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 receipt of the Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower’s request for a borrowing , except pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived an election made by the Lender in accordance with Borrower as expressly permitted by the last sentence of 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))8.1. (c) The Borrower hereby directs Not later than 9:00 a.m. (San Francisco time) on the Lender to send the proceeds Disbursement Date, each Bank shall (except as provided in subsection (d) of all Loans (ithis Section) by wire transfer make available its ratable share of such Borrowing, in Federal or other funds immediately available, to the account Agent at its address referred to in Section 10.1. Unless the Agent determines that any applicable condition specified on Schedule A or (ii) in Article 3 has not been satisfied, the Agent will make the funds so received from the Banks available to such other account as shall be designated by the Borrower in a Notice of Borrowingat the Agent's aforesaid address. (d) The Borrower agrees to compensate Unless the Lender for the losses (as calculated pursuant Agent shall have received notice from a Bank prior to the next succeeding sentence) Disbursement Date that such Bank will not make available to the Lender incurs as a consequence of a failure Agent such Bank's share of the Borrower Borrowing, the Agent may assume that such Bank has made such share available to make a borrowing the Agent on the date of Loans of the requested amount after the Borrower has delivered a Notice of such Borrowing which has become irrevocable in accordance with subsections (c) of this Section 2.03(a). Such losses shall be calculated as follows: an amount equal and the Agent may, in reliance upon such assumption, make available to the product 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 Agent, such Bank and the Borrower severally agree to repay to the Agent within three Business Days 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) daysdemand therefor such corresponding amount together with interest thereon, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period 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 Agent, at (i) in the absence case of manifest errorthe Borrower, a rate per annum equal to the higher of the Federal Funds Rate or the interest rate applicable thereto pursuant to Section 2.6 or (ii) in the case of such Bank, the Federal Funds Rate. The covenant If such Bank shall repay to the 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 to be made an Advance hereunder, on any Business Day during the Commitment Period (each such date a “Funding period from and including the Effective Date to and including the Termination Date”) , by delivering to the Administrative Agent and Lender, with a copy to the Lender a Custodian, an irrevocable written Notice of Borrowing and Pledge substantially in the form of Exhibit B D hereto (a “"Notice of Borrowing”Borrowing and Pledge"), appropriately completed, completed which Notice of Borrowing and Pledge must be received by the Lender, with a copy to the Custodian, prior to 10 a.m., New York City time, three (3) Business Days prior to the requested Funding Date in the case of LIBOR Advances, and one (1) day prior to the requested Funding Date in the case of Base Rate Advances. Such Notice of Borrowing and Pledge shall (i) attach a schedule identifying the Eligible Assets that the Borrower proposes to pledge to the Lender and to be included in the Borrowing Base in connection with such Advance, (ii) contain the amount of the requested Advance, which shall in all events be at least equal to $1,500,000, to be made on such Funding Date (setting forth the amount of the Advance allocable to each Asset set forth on the attached schedule), (iii) specify the requested Funding Date, (iv) designate the Advance as either a LIBOR Advance (with designation of a one, two or three-month Interest Period), a Base Rate Advance or a combination thereof, (v) designate the Advance (or the relevant portions thereof) as one of the following: Class M-1 Advance, Class M-2 Advance, Class M-3 Advance, Class ML Advance, Class RE Advance, Class S-BB Advance, Class S-B Advance or Class S-IO Advance, (vi) designate the Advance as either a Committed Advance or an Uncommitted Advance, (vii) attach an officer's certificate signed by a Responsible Officer of the Borrower as required by Section 5.02(b) hereof, (viii) designate any Advances as Wet-Ink Advances, and (ix) contain (by attachment) such other information reasonably requested by the Lender from time to time. In addition, prior to 12:00 noon, New York City time, on the Funding Date, the Borrower may, with respect to Wet-Ink Advances, deliver to the Lender, with a copy to the Custodian, (A) a revised copy of such Notice of Borrowing and Pledge for purposes of amending the requested Advance amount and/or to remove Wet-Ink Mortgage Loans which are no longer to be funded on such Funding Date from the Mortgage Loan Schedule (it being understood that any such revised copy fully supersedes the Notice of Borrowing and Pledge previously delivered with respect to such Funding Date), and (B) an additional Notice of Borrowing and Pledge requesting Wet-Ink Advances to be made on such Funding Date against additional Wet-Ink Mortgage Loans of which the Borrower was unaware on the prior Business Day; provided, that in the event that the Borrower cancels a Wet-Ink Advance, the Borrower agrees to pay any loss of the Lender pursuant to Section 2.10(b) as a result of such cancellation. (b) The Borrower shall deliver (or cause to be delivered) and release to the Custodian no later than 2:00 p.m. 1:00 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 a complete Asset File pertaining to each Eligible Asset (other than Wet-Ink Mortgage Loans) 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. Each Borrowing shall be made by an irrevocable written request by an Authorized Person, specifying (ai) The Borrower may request a borrowing the amount of such Borrowing, (ii) whether such Borrowing is to be made on any Business Day during a Swing Loan, (iii) if such Borrowing is not to be a Swing Loan, whether such Borrowing is to be a LIBOR Rate Loan (including the Commitment Interest Period applicable thereto) or a Base Rate Loan, and (each such date a “Funding Date”iv) 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 noticedelivered to Agent (A), if not withdrawn with respect to Borrowings other than Borrowings described in subpart (B) below, no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested Funding Date or (B), with respect to Borrowings for which is two (2) Business Days’ prior to such Funding Date, shall thereafter become irrevocable. Each Borrower has requested a Swing 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)3,000,000 or less, 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. 10:00 a.m. (Washington, D.C. California time) on the requested Funding Date. At Agent's election, in lieu of delivering the Lender shall make the proceeds above-described written request, any Authorized Person may give Agent telephonic notice 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 request by the Borrower in a Notice of Borrowing. (d) The required time. In such circumstances, 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 any such telephonic notice will be confirmed in writing within 24 hours of the Borrower giving of such notice and the failure to provide such written confirmation shall not affect the validity of the request. If Swing Lender declines in its sole discretion to make a borrowing Swing Loan pursuant to Section 2.3(d), the terms of Loans of the Section 2.3(c) shall apply to such requested amount after the Borrower has delivered Borrowing, and any request for a Notice of Borrowing which has become irrevocable in accordance with given pursuant to Section 2.03(a). Such losses 2.3(a)(ii)(B) shall be calculated as follows: an amount equal deemed a request for a Borrowing given pursuant to the product of (iSection 2.3(a)(ii)(A) 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 on the date on which such Notice of Borrowing request was 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 hereunderAgent.

Procedure for Borrowing. a. Subject to the terms and conditions and in reliance upon the representations and warranties set forth in this Credit Agreement, Lender shall make the following Loans to Borrower in accordance with the following schedule: (i) On October 15, 2014 (the “Initial Loan Date”), Lender made a Loan to Borrower in the amount of Three Hundred Fifty Million Two Hundred Thousand and No Dollars ($350,200,000.00) (such Loan amount, the “Initial Loan Amount”), via direct payment to the FCC on behalf of the Borrower in accordance with FCC Rules enabling Borrower to become eligible to participate in the Auction. (ii) On the date that was two (2) Business Days prior to the date (the “Down Payment Date”) on which Borrower is required to submit sufficient funds to bring its total amount of money on deposit with the FCC to twenty percent (20%) of the aggregate amount of Borrower’s net winning bids (the “Down Payment Amount”), Lender shall make a Loan to Borrower in an amount equal to the following formula (to the extent such sum is greater than zero): (A) the Down Payment Amount, plus (B) the aggregate amount of any bid withdrawal payment obligations incurred by Borrower in the Auction, less (C) the Required Capital *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. Contributions, less (D) the Initial Loan Amount, via direct payment to the FCC on behalf of the Borrower. (iii) On the date that was two (2) Business Days prior to the date on which Borrower shall be required to submit the then remaining balance of the aggregate amount of its net winning bids to the FCC (the “Balance Amount”), Lender shall make a Loan to Borrower in an amount equal to the following formula (to the extent such amount is greater than zero): (A) the Balance Amount, less (B) the Required Capital Contributions to the extent that the Required Capital Contributions were not expended in full in making the payment set forth in Section 2.2(a)(ii) (the “Winning Bidder Balance Amount Loan”) , via direct payment to the FCC on behalf of the Borrower. (iv) On the date on which Borrower is required to submit such Additional FCC Amount to the FCC, Lender or DISH Network Corporation (“DISH”) (solely in the event that DISH is obligated to pay the Additional FCC Amount pursuant to the Guaranty made by DISH in favor of the FCC on October 1, 2015 (the “Guaranty”)) shall transfer immediately available funds, directly to the FCC in a principal amount equal to the Additional FCC Amount, which will be deemed to be a Loan by Lender to Borrower in a principal amount equal to the Additional FCC Amount. (v) In the event that: (a) The an FCC Deficiency Payment is due and owing to the FCC; and (b) as of the date such payment is due and owing to the FCC, neither Borrower may nor a Borrower Subsidiary has previously consummated, or has currently entered into, a contract to sell, assign or otherwise transfer (other than to a Borrower Subsidiary in accordance with Section 6.15(a) of this Credit Agreement) any of the Licenses for which Borrower is the Winning Bidder (other than those Licenses with respect to which Borrower will not be paying the gross winning bid amounts and with respect to which Borrower therefore understands that it will be deemed to have defaulted, pursuant to the letters exchanged between Borrower and the FCC Wireless Bureau) (the “Remaining Licenses”) then on the date on which Borrower is required to submit such due and owing FCC Deficiency Payment to the FCC, notwithstanding the conditions precedent to making a Loan set forth in Section 2.4, Lender or DISH (solely in the event that DISH is obligated to make the FCC Deficiency Payment pursuant to the Guaranty) shall transfer immediately available funds directly to the FCC in a principal amount equal to the amount of such due and owing FCC Deficiency Payment, which will be deemed to be a Loan to Borrower (each, an “FCC Deficiency Payment Amount Loan”). (vi) In the event that Borrower or a Borrower Subsidiary enters into any contract to sell, assign or otherwise transfer any of the Remaining Licenses in accordance with Section 6.3 of the LLC Agreement, to the extent applicable, or Section 3.1 of the Intercreditor and Subordination Agreement (other than to a Borrower Subsidiary in accordance with Section 6.15(a) of this Credit Agreement): (a) Borrower or the Borrower Subsidiary, as applicable, shall condition each and every such sale, assignment or transfer upon the assumption by the applicable purchaser, assignee or transferee (each, a “Transferee”) of the following obligations: (x) payment of the pro-rata share of all past, present and future FCC Deficiency Payments attributable to each License to *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. (i) the aggregate amount of each past, present and future FCC Deficiency Payment; multiplied by (ii) ((1) the amount of the gross winning bid at Auction 97 for such License to be sold, assigned or transferred; divided by (2) the aggregate amount of the gross winning bids at Auction 97 for all the Remaining Licenses) (each, a borrowing “Transferred License Deficiency Payment”); and (y) the present and past portions of any Transferred License Deficiency Payment: (i) will first be made by Transferee via direct payment to the FCC by Transferee to satisfy any due and owing FCC Deficiency Payment then currently due and owing to the FCC; and (ii) after payment to the FCC under the immediately preceding clause (i), any amount remaining of the present and past portions of such Transferred License Deficiency Payment will be paid to Lender by Transferee, which payment to Lender shall be considered a partial prepayment of the Loans by Borrower; and (b) on any date thereafter on which Borrower is required to submit a due and owing FCC Deficiency Payment to the FCC, notwithstanding the conditions precedent to making a Loan set forth in Section 2.4, Lender or DISH (solely in the event that DISH is obligated to make the FCC Deficiency Payment pursuant to the Guaranty) shall transfer immediately available funds directly to the FCC in a principal amount equal to the result of the following formula, which will be deemed to be a Loan to Borrower: (x) the amount of such due and owing FCC Deficiency Payment; minus (y) any Transferred License Deficiency Payments required to be made to the FCC at such time (each, a “Remaining FCC Deficiency Payment Amount Loan”). For the avoidance of doubt, Borrower acknowledges and agrees that it shall remain jointly and severally liable to the FCC with the applicable Transferee for each Transferred License Deficiency Payment. (vii) Lender, Borrower and Guarantor hereby acknowledge and agree: (a) that Lender’s obligations to fund due and owing FCC Deficiency Payments under Sections 2.2(a)(v) and (vi) above are intended by the Borrower to induce the FCC to take certain actions and to forbear from taking certain actions as set forth in the letters described above notwithstanding Borrower’s deemed default in failing to pay certain gross winning bid amounts; and (b) that the FCC is the intended third-party beneficiary with respect to Lender’s obligations to fund due and owing FCC Deficiency Payments pursuant to Sections 2.2(a)(v) and (vi) with the right to enforce Lender’s obligations to fund FCC Deficiency Payment Amount Loans pursuant to Section 2.2(a)(v) above and Remaining FCC Deficiency Payment Amount Loans pursuant to Section 2.2(a)(vi) above. In the event that multiple due and owing FCC Deficiency Payments become due and owing to the FCC on any Business Day during different dates, then Lender or DISH (solely in the Commitment Period (event that DISH is obligated to make the FCC Deficiency Payment pursuant to the Guaranty) shall submit payment directly to the FCC on the corresponding date that each such date a “Funding Date”) by delivering applicable due and owing FCC Deficiency Payment is due and owing to the Administrative Agent FCC in a principal amount determined pursuant to Section 2.2(a)(v) or (vi) above, as applicable, each of which will be deemed to be a Loan to Borrower. It is understood and agreed that the Lender and the Borrower intend that the Lender a Notice of Borrowing substantially or DISH (solely in the form event that DISH is obligated to make the FCC Deficiency Payment pursuant to the Guaranty) will fund any due and owing FCC Deficiency Payment in an amount determined pursuant to Section 2.2(a)(v) or (vi) above, as applicable, with its own funds, and not with any funds of Exhibit B the Borrower or any Borrower Subsidiary. For the avoidance of doubt and to help ensure that no funds of the Borrower or any of its Subsidiaries or Affiliates are used to satisfy the *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. (a “Notice viii) In no event shall Lender be required to make an aggregate amount of Borrowing”)Loans under this Section 2.2(a) in excess of the Acquisition Sub-Limit. a. Subject to the terms and conditions and in reliance upon the representations and warranties set forth in this Credit Agreement, appropriately completed, which Notice of Borrowing must be received no later than 2:00 p.m. (Washington, D.C. time) Lender shall make Loans to Borrower within five (5) Business Days’ prior Days of a written request of Borrower (each, a “Build-Out Loan Request”) for Borrower to fund the Build-Out and initial operation of the License Systems. Each Build-Out Loan Request shall provide the following information: (A) the amount of the Loan, which shall not exceed the reasonable amount necessary to fund Borrower’s Build-Out expenses taking into account the then existing cash balances and reasonably expected cash flows from operations of Guarantor, Borrower and the Borrower Subsidiaries; and (B) wiring instructions. In no event shall Lender be obligated to make an aggregate amount of Loans under this Section 2.2(b) in excess of the Build-Out Sub-Limit. For the avoidance of doubt, if the aggregate amount of the net winning bids for the Licenses purchased by Borrower in connection with the Auction does not exceed the Required Capital Contributions, or if Borrower has any excess proceeds from Loans under Section 2.2(a) that are not remitted to the requested Funding DateFCC, which noticeLender shall not be obligated to make Loans under this Section 2.2(b) until Borrower has expended all of the Required Capital Contributions and any such excess Loan proceeds other than as necessary for its reasonable Working Capital requirements. b. Subject to the terms and conditions and in reliance upon the representations and warranties set forth in this Credit Agreement, if not withdrawn Lender shall make Loans to Borrower within five (5) Business Days of a written request of Borrower (each, a “Working Capital Request”) for Borrower to fund the Working Capital requirements of Guarantor and Borrower and the Borrower Subsidiaries (including for expenses incurred prior to, during or after the Auction and prior to the date on which Borrower is two granted any Licenses). Each Working Capital Request shall provide the following information: (2A) the amount of the Loan, which shall not exceed the Working Capital requirements of Guarantor and Borrower for the following calendar month; and (B) wiring instructions. c. Lender’s obligation to make new Loans to Borrower shall terminate upon the expiration of the Commitment Period and otherwise as expressly provided for herein. d. Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon at least three (3) Business Days’ prior notice to Lender, specifying the date and amount of prepayment. If any such Funding Datenotice is given, the amount specified in such notice, together with accrued and unpaid interest to the date of such prepayment *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. on the amount prepaid (it being understood that interest added to principal pursuant to Section 2.3(c) shall not be deemed accrued and unpaid), shall thereafter become irrevocablebe due and payable on the date specified therein. Each Loan Amounts prepaid may not be reborrowed. Subject to Section 2.3(c), partial or total prepayments of the Loans shall be credited first to any charges or other amounts due to Lender under the terms of this Credit Agreement or any other Loan Document, then to accrued but unpaid interest on the Loans, then to the principal balance outstanding. e. Within three (3) Business Days after any Refund, Borrower shall prepay to Lender the principal amount of the Loans in an amount equal to $5,000,000 the Refund (minus any amounts paid to the SNR Members (as defined in the LLC Agreement) or distributed to Guarantor to make any payments to the SNR Members as required by Section 8.4, Section 11.4 or Section 13.1(b) of the LLC Agreement), or, if less, the Available Amount is less than such amount, such lesser amountaggregate principal amount of all Loans previously made to Borrower (minus any amounts paid to the SNR Members (as defined in the LLC Agreement) or a whole multiple distributed to Guarantor to make any payments to the SNR Members as required by Section 8.4, Section 11.4, or Section 13.1(b) of $1,000,000 the LLC Agreement). Notwithstanding any other provision in excess thereof. this Credit Agreement, if timely paid in accordance with the preceding sentence, no interest shall accrue on the principal amount of the Loans so prepaid, and, for the avoidance of doubt, Borrower shall have no obligation to pay any interest on the principal amount of the Loans so prepaid (b) Upon including any interest that was previously added to the Borrower’s request for a borrowing principal amount of the Loans 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(c2.3(c)). (c) The Borrower hereby directs f. Amounts prepaid or repaid may not be re-borrowed under this Credit Agreement. g. Notwithstanding any other provision of this Section 2.2 to the Lender to send contrary, the proceeds of all Loans parties hereto have agreed as follows: (i) by wire transfer Lender may make the Winning Bidder Balance Amount Loan via direct payment to the account specified FCC on Schedule A behalf of the Borrower on or prior to March 2, 2015 simultaneously with the $115,845,300.44 capital contribution being made by Lender pursuant to Section 2 of the LLC Agreement. (ii) Effective as of the Effective Date, Lender is deemed to such other account have exchanged five billion sixty-five million four hundred fourteen thousand nine hundred and forty Dollars ($5,065,414,940) of the amounts outstanding and owed to it under the First Amended Credit Agreement for 5,065,415 Class A Preferred Interests (as shall defined in the LLC Agreement), which amounts are hereby deemed to be designated by extinguished and discharged with immediate effect. Lender hereby releases 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 Guarantor from all other amounts payable hereunderobligations with respect such indebtedness exchanged for Class A Preferred Interests.

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 the Termination Date”) , by delivering to the Administrative Agent Lender, with a copy to the Custodian, a Mortgage Loan Tape, and the Lender a an irrevocable written Notice of Borrowing and Pledge substantially in the form of Exhibit B D hereto (a “"Notice of Borrowing”Borrowing and Pledge"), appropriately --------- ------------------------------ completed, which Notice of Borrowing and Pledge must be received by the Lender, with a copy to the Custodian, no later than 2:00 p.m. 5:00 p.m., New York City time, at least two (Washington, D.C. time) five (52) Business Days’ Days prior to the requested Funding Date; provided that the Lender shall be under no obligation to make an Advance more than once in any given week. Such Notice of Borrowing and Pledge shall (i) contain the amount of the requested Advance, which shall in all events be at least equal to $1,000,000, to be made on such Funding Date (setting forth the amount of the Advance allocable to each Mortgage Loan set forth on the attached Mortgage Loan Schedule), (ii) specify the requested Funding Date, which shall be not earlier than the second Business Day following the date of such Notice of Borrowing and Pledge, and (iii) contain (by attachment) such other information reasonably requested by the Lender from time to time. (b) The Borrower shall deliver (or cause to be delivered) and release to the Custodian no later than 5:00 p.m., New York City time, two (2) Business Days prior to the requested Funding Date, which notice, if not withdrawn prior a complete 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. (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. (a) The Borrower may request a borrowing Each Advance, each continuation and (to the extent applicable herein) each conversion of Term Loans shall be made on upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Notice of Borrowing; provided that any Business Day during the Commitment Period (each such date a “Funding Date”) telephonic notice must be confirmed immediately by delivering delivery to the Administrative Agent and the Lender of a Notice of Borrowing substantially in the form of Exhibit B (a “Notice of Borrowing”), appropriately completed, which . Each such Notice of Borrowing must be received no by the Administrative Agent not later than 2:00 p.m. (Washington, D.C. time) five (5) 11:00 a.m. three Business Days’ Days prior to the requested Funding Datedate of any Advance or continuation (or, which notice, if not withdrawn prior to the date which is two (2extent applicable and permitted herein, conversion) Business Days’ prior to such Funding Date, shall thereafter become irrevocableof Term Loans. Each Loan Advance or continuation (or, to the extent applicable and permitted herein, conversion) of Term Loans shall be in an a principal amount equal to of $5,000,000 (or, if the Available Amount is less than such amount, such lesser amount) or a whole multiple of $1,000,000 in excess thereofthereof (unless otherwise agreed by the Administrative Agent, and except any advance of a Term A-2 Loan may equal the cash consideration for the Specified Acquisition to be funded with such Advance (subject to the cap therefor set forth in Section 5.3 for such Specified Acquisition)). Each Notice of Borrowing shall specify (i) whether the Borrower is requesting an Advance, a continuation or (to the extent permitted hereunder) any conversion of Term Loans, (ii) the requested date of the Advance, continuation or conversion, as the case may be (which shall be a Business Day), (iii) the principal amount of Term Loans to be borrowed, continued or converted, (iv) the duration of the Interest Period with respect thereto and (v) the Facility for such Advance (Term A-1 Facility or Term A-2 Facility). If the Borrower fails to give a timely notice requesting a continuation of Term Loans from one Interest Period to another, then the applicable Term Loans shall be continued as Term Loans with an Interest Period of one month. If the Borrower requests an Advance or continuation of Term Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Notice of Borrowing that fails to specify the Facility shall be required to be honored by the Administrative Agent. For the avoidance of doubt, the only conversions of Term Loans permitted hereunder will be (x) the conversion of Base Rate Loans permitted or required to be outstanding pursuant to any of Sections 2.3, 3.5 or 3.6 to Term Loans bearing interest at the Eurodollar Rate at a time when the circumstance that gave rise to such Base Rate Loans being outstanding cease to exist and (y) the automatic conversion of Term Loans bearing interest at the Eurodollar Rate to Base Rate Loans pursuant to this Agreement. (b) Upon Following receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each applicable Lender of the amount of its Applicable Percentage of the applicable Facility and Term Loans, and if no timely notice of a continuation is provided by the Borrower’s request for a borrowing pursuant to Section 2.03(a), and assuming all conditions precedent to the making of such Loan have been satisfied (or waived by the Lender in accordance with Section 10.01), not later than 2:00 p.m. (Washington, D.C. time) on the requested Funding Date, the Administrative Agent shall notify each applicable Lender of the details of any automatic continuation with a one-month Interest Period described in the preceding clause. In the case of an Advance, each applicable Lender shall make the proceeds amount of its applicable Term Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Notice of Borrowing. Upon satisfaction of the applicable conditions set forth in Section 5.2 (and, if such Loan Advance is the initial Advance, Section 5.1), the Administrative Agent shall make all funds so received available to the Borrower in immediately available like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, via wire transfer in each case in accordance with instructions provided to (pursuant to and reasonably acceptable to) the wire transfer instructions set forth in Section 2.03(c))Administrative Agent by the Borrower. (c) The Borrower hereby directs Except as otherwise provided herein, a Term Loan may be continued only on the Lender last day of an Interest Period for such Term Loan. During the existence of a Default, no Term Loans may be requested as Term Loans based on the Eurodollar Rate without the consent of the Required Lenders. If any Default exists as of the last day of any Interest Period with respect to send any Term Loan, such Term Loan shall automatically be continued as a Term Loan based on the proceeds Eurodollar Rate with an Interest Period of all Loans (i) by wire transfer to the account specified on Schedule A or (ii) to such other account as shall be designated by the Borrower in a Notice of Borrowingone month. (d) The Administrative Agent shall promptly notify the Borrower agrees and the Lenders of the interest rate applicable to compensate the Lender any Interest Period for the losses Term Loans upon determination of such interest rate. (as calculated pursuant e) After giving effect to all Advances and all continuations of Term Loans, there shall not be more than ten Interest Periods in effect with respect to the next succeeding sentence) that the Lender incurs as a consequence of a failure of the Borrower to make a borrowing of Loans of the requested amount after the Borrower has delivered a Notice of Borrowing which has become irrevocable in accordance with Section 2.03(a). Such losses shall be calculated as follows: an amount equal to the product of (i) the sum of (A) the weighted average cost (as determined by the Lender in its sole discretion) of all nominal marketable Indebtedness issued by UST over the preceding thirty (30) days, plus (B) 1.00%, multiplied by (ii) the quotient of (A) the number of days constituting the period from the date such Notice of Borrowing delivered by the Borrower has become irrevocable to the date the Borrower defaults in making a borrowing pursuant to such Notice of Borrowing, divided by (B) three hundred sixty (360) days, multiplied by (iii) the amount not so borrowed. A certificate as to the amounts payable pursuant to this Section 2.03(d) submitted to the Borrower by the Lender shall be conclusive in the absence of manifest error. The covenant in this Section 2.03(d) shall survive the termination of this Loan Agreement and the payment of the Loans and all other amounts payable hereunderTerm Loans.

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

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