Common use of Transaction Notices Clause in Contracts

Transaction Notices. Seller Agent may, from time to time during the Facility Term, deliver a written notice, substantially in the form attached hereto as Exhibit A (a “Transaction Notice”) to Buyer Agent and each Buyer requesting on behalf of the Sellers that Buyers enter into Transactions with respect to each of the Seller Notes on a Monthly Date (or, if Sellers elect to terminate outstanding Transactions pursuant to Paragraph 3(c)(ii) of the applicable Master Repurchase Agreement, on the effective date of such termination) on a pro rata basis in accordance with each Buyer’s Undivided Funding Percentage. Such notice (i) shall be delivered to Buyer Agent and each Buyer not less than three (3) Business Days prior to the date of the proposed Transaction, (ii) shall include fully-completed forms of Confirmations for such Transactions (excluding the terms thereof pertaining to Pricing Rate, Price Differential and Repurchase Price), and (iii) to the extent the proposed Purchase Date is a Monthly Date, shall be accompanied by copies of the Purchase Report and the Information Package required to be delivered pursuant to the Securitization Facility Documents in respect of the most recently completed Settlement Period prior to such proposed Purchase Date. For the avoidance of doubt, (A) no Transaction may be requested hereunder with respect to a Seller Note unless a corresponding Transaction is requested hereunder with respect to each other Seller Note, each of such proposed Transactions having the same proposed Purchase Date and same proposed Repurchase Date and (B) no outstanding Transaction with respect to a Seller Note may be terminated by a Seller pursuant to Paragraph 3(c)(ii) of the applicable Master Repurchase Agreement unless each other corresponding Transaction with respect to each other Seller Note is likewise terminated under each other Master Repurchase Agreement on the same effective date of termination.

Transaction Notices. Seller Agent (a) The Company may, from time to time during the Facility Term, deliver propose to KCCI that they enter into a written Transaction to be executed on a specified Exchange Business Day. If KCCI agrees to the terms of such proposed Transaction or if the Company and KCCI mutually agree to modified terms for such proposed Transaction, then the Company shall promptly send to KCCI a notice, substantially in the form attached hereto as of Exhibit A hereto (each a “Transaction Notice”), confirming the agreed terms of such proposed Transaction. The time at which the Company issues a Transaction Notice shall be the “Notice Time” for that Transaction. If KCCI wishes such proposed Transaction to become a binding agreement between it and the Company, KCCI shall promptly indicate its acceptance thereof by countersigning and returning such Transaction Notice to the Company or sending a written notice to the Company (by any means permissible under Section 11 hereof) indicating its acceptance. The terms reflected in a Transaction Notice shall become binding on KCCI and the Company only if accepted by KCCI no later than the times specified in Section 2(b) below. Each Transaction Notice shall specify, among other things: (i) the Exchange Business Day on which the Remaining Shares subject to Buyer Agent and each Buyer requesting such Transaction are to be sold (the “Purchase Date”); (ii) the number of Remaining Shares that the Company agrees to sell (the “Specified Number of Shares”) on behalf such Purchase Date, which shall not exceed the greater of (i) twenty percent (20%) of the Sellers trading volume in the Common Stock on the Exchange on the Purchase Date, or (ii) twenty percent (20%) of the average daily trading volume in the Common Stock on the Exchange for the ninety (90) Exchange Business Days preceding the Purchase Date; and (iii) the lowest price (if any) at which the Company shall be obligated to sell Remaining Shares in such Transaction (a “Floor Price”). A Transaction Notice shall not set forth a Specified Number of Shares that, when added to the aggregate number of Shares previously purchased and to be purchased pursuant to pending Transaction Notices (if any) hereunder and under the Prior Distribution Agreement, results in a total that Buyers enter into Transactions exceeds the Maximum Number of Shares. The Company shall have responsibility for maintaining records with respect to each the aggregate number of Shares sold, or for otherwise monitoring the Seller Notes on a Monthly Date (or, if Sellers elect to terminate outstanding Transactions pursuant to Paragraph 3(c)(ii) availability of Remaining Shares for sale under the applicable Master Repurchase Agreement, on the effective date of such termination) on a pro rata basis in accordance with each Buyer’s Undivided Funding PercentageRegistration Statement. Such notice (i) shall be delivered to Buyer Agent and each Buyer not less than three (3) Business Days prior A Transaction Notice conforming to the date of the proposed Transactionforegoing requirements, (ii) shall include fully-completed forms of Confirmations for such Transactions (excluding the terms thereof pertaining to Pricing Rate, Price Differential and Repurchase Price), and (iii) to the extent the proposed Purchase Date is a Monthly Dateonce accepted by KCCI, shall be accompanied by copies of the Purchase Report irrevocable, and the Information Package required Company shall be obligated to sell the Specified Number of Shares and KCCI shall be delivered pursuant obligated, subject to the Securitization Facility Documents terms of, and satisfaction of, the conditions set forth in this Agreement and such Transaction Notice, including, but not limited to, Section 1(e) above and Section 2(e) below, to use its commercially reasonable efforts to obtain performance from each Purchaser providing offers for the Remaining Shares. Notwithstanding the foregoing, if the terms of any Transaction contemplate that Remaining Shares shall be sold on more than one Purchase Date, then the Company and KCCI shall mutually agree to such additional terms and conditions as they deem necessary in respect of such multiple Purchase Dates, and such additional terms and conditions shall be set forth in the relevant Transaction Notice and be binding to the same extent as any other terms contained therein. (b) The Purchase Date in respect of the most recently completed Settlement Period Remaining Shares deliverable pursuant to any Transaction Notice shall occur on the Exchange Business Day next following the date on which such Transaction Notice is accepted if such acceptance occurs by 4:30 P.M. (New York time) on such acceptance date; provided that if a Transaction Notice is accepted prior to 8:30 A.M. (New York time) on an Exchange Business Day (or by such proposed later time as the Company may agree in its sole discretion), the Purchase DateDate in respect of such Remaining Shares shall be on such date of acceptance. For Transactions, KCCI's commission shall be $0.03 per Share sold and the avoidance “Net Sales Price” shall be the Gross Sale Price less KCCI's commission. (c) Payment of doubtthe Net Sales Price for Remaining Shares sold by the Company on any Purchase Date pursuant to a Transaction Notice shall be made to the Company by federal funds wire transfer to an account designated by the Company in writing, against delivery of such Shares to the accounts specified in writing by KCCI. Such payment and delivery shall be made at or about 10:00 A.M., local time in New York, New York, on the third Exchange Business Day (Aor such other day as may, from time to time, become standard industry practice for settlement of such a securities issuance) no following each Purchase Date (the “Closing Date”). If the Company fails for any reason to make timely delivery of such Shares, the Company shall indemnify KCCI and its successors and assigns and hold them harmless from and against any loss, damage, expense, liability or claim that KCCI may incur as a result of such failure. (d) If, as provided in the related Transaction may be requested hereunder Notice, a Floor Price has been agreed to by the parties with respect to a Seller Note unless a corresponding Transaction, and the Gross Sales Price for such Transaction would not be at least equal to such Floor Price, then the Company shall not be obligated to issue and sell through KCCI, and KCCI shall not be obligated to place, the Specified Number of Shares for such Transaction. (e) If either party is requested hereunder aware that the Company is selling shares of Common Stock (other than the Remaining Shares offered pursuant to this Agreement) during the Term and the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to each other Seller Note, each the sale of such proposed Transactions having other shares of Common Stock, it shall promptly notify the same proposed Purchase Date other party and same proposed Repurchase Date and (B) no outstanding Transaction with respect to a Seller Note may be terminated by a Seller pursuant to Paragraph 3(c)(ii) sales of the applicable Master Repurchase Remaining Shares under this Agreement unless and any Transaction Notice shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each other corresponding Transaction with respect to each other Seller Note is likewise terminated under each other Master Repurchase Agreement on the same effective date of terminationparty.

Transaction Notices. Seller Agent (a) The Company may, from time to time during the Facility Term, deliver propose to [Distribution Agent] that they enter into an Agency Transaction or Principal Transaction to be executed on a written specified Exchange Business Day. If [Distribution Agent] agrees to the terms of such proposed Transaction or if the Company and [Distribution Agent] mutually agree to modified terms for such proposed Transaction, then [Distribution Agent] shall promptly send to the Company a notice, substantially in the form attached hereto as of Exhibit A hereto (each, a “Transaction Notice”) to Buyer Agent and each Buyer requesting on behalf of ), confirming the Sellers that Buyers enter into Transactions with respect to each of the Seller Notes on a Monthly Date (or, if Sellers elect to terminate outstanding Transactions pursuant to Paragraph 3(c)(ii) of the applicable Master Repurchase Agreement, on the effective date agreed terms of such terminationproposed Transaction. If the Company wishes such proposed Transaction to become a binding agreement between it and [Distribution Agent], the Company shall promptly indicate its acceptance thereof by countersigning and returning such Transaction Notice to [Distribution Agent] or sending a written notice to [Distribution Agent] (by any means permissible under Section 12 hereof) indicating its acceptance. The terms reflected in a Transaction Notice shall become binding on a pro rata basis [Distribution Agent] and the Company only if accepted by the Company no later than the times specified in accordance with each Buyer’s Undivided Funding PercentageSection 3(b) below. Such notice Each Transaction Notice shall specify, among other things: (i) whether the Transaction is an Agency Transaction or a Principal Transaction; (ii) the Exchange Business Day on which the Shares subject to such Transaction are intended to be sold (the “Purchase Date”); (iii) the number of Shares that the Company intends to sell (the “Specified Number of Shares”) on such Purchase Date, which shall be delivered to Buyer Agent and each Buyer not no less than three (3) [5]% and no more than [25]% of the average daily trading volume in the Common Stock on the Exchange for the 30 Exchange Business Days prior to preceding the date of delivery of the proposed Transaction Notice; (iv) in the case of a Principal Transaction, whether [Distribution Agent] shall have the option referred to in Section 3(c) below to increase the number of Shares to be sold by the Company and purchased by [Distribution Agent] acting as principal on such Purchase Date; and (iiv) shall include fully-completed forms of Confirmations for such Transactions the lowest price (excluding if any) at which the terms thereof pertaining to Pricing Rate, Price Differential and Repurchase Price), and (iii) to the extent the proposed Purchase Date is a Monthly Date, Company shall be accompanied by copies of the Purchase Report and the Information Package required obligated to be delivered pursuant to the Securitization Facility Documents sell Shares in respect of the most recently completed Settlement Period prior to such proposed Purchase Date. For the avoidance of doubt, Transaction (A) no Transaction may be requested hereunder with respect to a Seller Note unless a corresponding Transaction is requested hereunder with respect to each other Seller Note, each of such proposed Transactions having the same proposed Purchase Date and same proposed Repurchase Date and (B) no outstanding Transaction with respect to a Seller Note may be terminated by a Seller pursuant to Paragraph 3(c)(ii) of the applicable Master Repurchase Agreement unless each other corresponding Transaction with respect to each other Seller Note is likewise terminated under each other Master Repurchase Agreement on the same effective date of termination“Floor Price”).

Transaction Notices. Seller Agent (a) The Company may, from time to time during the Facility Term, deliver propose to JPMS that they enter into an Agency Transaction or Principal Transaction to be executed on a written specified Exchange Business Day. If JPMS agrees to the terms of such proposed Transaction or if the Company and JPMS mutually agree to modified terms for such proposed Transaction, then JPMS shall promptly send to the Company a notice, substantially in the form attached hereto as of Exhibit A hereto (each, a “Transaction Notice”), confirming the agreed terms of such proposed Transaction. If the Company wishes such proposed Transaction to become a binding agreement between it and JPMS, the Company shall promptly indicate its acceptance thereof by countersigning and returning such Transaction Notice to JPMS or sending a written notice to JPMS (by any means permissible under Section 12 hereof) indicating its acceptance. The terms reflected in a Transaction Notice shall become binding on JPMS and the Company only if accepted by the Company no later than the times specified in Section 3(b) below. Each Transaction Notice shall specify, among other things: (i) whether the Transaction is an Agency Transaction or a Principal Transaction; (ii) the Exchange Business Day on which the Shares subject to Buyer Agent such Transaction are intended to be sold (the “Purchase Date”); (iii) the number of Shares that the Company intends to sell (the “Specified Number of Shares”) on such Purchase Date, which shall be no less than 5% and each Buyer requesting on behalf no more than 25% of the Sellers average daily trading volume in the Common Stock on the Exchange for the thirty (30) Exchange Business Days preceding the date of delivery of the Transaction Notice; and (iv) the lowest price (if any) at which the Company shall be obligated to sell Shares in such Transaction (a “Floor Price”). A Transaction Notice shall not set forth a Specified Number of Shares that, when added to the aggregate number of Shares previously purchased and to be purchased pursuant to pending Transaction Notices (if any) hereunder, results in a total that Buyers enter into Transactions exceeds the Maximum Number of Shares. The Company shall have responsibility for maintaining records with respect to each the aggregate dollar amount of Shares sold, or for otherwise monitoring the Seller Notes on a Monthly Date availability of Shares for sale under the Registration Statement. There shall be no more than one Transaction Notice and one related Transaction with respect to any Purchase Date. A Transaction Notice conforming to the foregoing requirements, once accepted by the Company, shall be irrevocable, and the Company shall be obligated to sell the Specified Number of Shares and JPMS shall be obligated, subject to the terms of, and satisfaction of, the conditions set forth in this Agreement and such Transaction Notice, including, but not limited to, Section 1(f) above and Section 3(d) below, to (orx) in Agency Transactions, if Sellers elect use its commercially reasonable efforts to terminate outstanding Transactions pursuant to Paragraph 3(c)(iisolicit offers for the Shares, and (y) of the applicable Master Repurchase Agreementin Principal Transactions, on the effective date of purchase such termination) on a pro rata basis Shares in accordance with each Buyer’s Undivided Funding Percentagethe terms and conditions of this Agreement and such Transaction Notice. Such notice (i) Notwithstanding the foregoing, if the terms of any Agency Transaction or Principal Transaction contemplate that Shares shall be delivered sold on more than one Purchase Date, then the Company and JPMS shall mutually agree to Buyer Agent such additional terms and each Buyer not less than three (3) Business Days prior conditions as they deem necessary in respect of such multiple Purchase Dates, and such additional terms and conditions shall be set forth in the relevant Transaction Notice and be binding to the date of the proposed Transaction, same extent as any other terms contained therein. (iib) shall include fully-completed forms of Confirmations for such Transactions (excluding the terms thereof pertaining to Pricing Rate, Price Differential and Repurchase Price), and (iii) to the extent the proposed The Purchase Date is a Monthly Date, shall be accompanied by copies of the Purchase Report and the Information Package required to be delivered pursuant to the Securitization Facility Documents in respect of the most recently completed Settlement Period Shares deliverable pursuant to any Transaction Notice shall be the Exchange Business Day next following the date on which such Transaction Notice is accepted if such acceptance occurs by 4:30 p.m. (New York time) on such acceptance date; provided that if a Transaction Notice is accepted prior to 8:30 a.m. (New York time) on an Exchange Business Day (or by such proposed later time as JPMS may agree in its sole discretion), the Purchase Date in respect of such Shares shall be such date of acceptance. For Principal Transactions, the price per Share to be paid by JPMS to the Company for the purchase of any such Shares pursuant to this Agreement shall be the volume weighted average price of the Shares as reported by Bloomberg LP for the relevant Purchase Date (“VWAP”) or such other price per Share based on VWAP as may be agreed upon between the Company and JPMS in the Transaction Notice (the “Principal Transaction Gross Sale Price”), less JPMS’s commission of 1.5% of the Principal Transaction Gross Sale Price for all Shares sold and purchased as principal on such Purchase Date (the Principal Transaction Gross Sale Price less JPMS’s commission is referred to herein as the “Net Sales Price”). For Agency Transactions, JPMS’s commission shall be 1.5% of the actual sales price of the Shares (the “Agency Transaction Gross Sales Price”, and together with the Principal Transaction Gross Sales Price, the “Gross Sale Price”). The Specified Number of Shares to be sold by the Company on any Purchase Date is hereinafter referred to as the “Purchased Number of Shares” in respect of such Purchase Date. For . (c) If the avoidance Purchased Number of doubtShares for any Purchase Date exceeds 50% of the total number of shares of Common Stock traded on the Exchange during regular trading hours on the Purchase Date, JPMS may, at its option, elect to reduce the Purchased Number of Shares to 50% of such total number of shares traded. (Ad) no Payment of the Net Sales Price for Shares sold by the Company on any Purchase Date pursuant to a Transaction Notice shall be made to the Company by federal funds wire transfer to such account as may be requested hereunder specified in writing by the Company against delivery of such Shares to: (x) the accounts specified in writing by JPMS for sales made by JPMS acting as agent, or (y) JPMS through the facilities of the Depository Trust Company for purchase from the Company by JPMS acting as principal. Such payment and delivery shall be made at or about 10:00 a.m., local time in New York, New York, on the third Exchange Business Day (or such other day as may, from time to time, become standard industry practice for settlement of such a securities issuance) following each Purchase Date (the “Closing Date”). If the Company fails for any reason to make timely delivery of such Shares, the Company shall indemnify JPMS and its successors and assigns and hold them harmless from and against any loss, damage, expense, liability or claim that JPMS may incur as a result of such failure. (e) If, as provided in the related Transaction Notice, a Floor Price has been agreed to by the parties with respect to a Seller Note unless a corresponding Transaction, and JPMS thereafter determines and notifies the Company that the Gross Sales Price for such Transaction is requested hereunder would not be at least equal to such Floor Price, then the Company shall not be obligated to issue and sell to or through JPMS, and JPMS shall not be obligated to purchase or place, the Specified Number of Shares for such Transaction, except that JPMS may, at its option, elect to have the Gross Sales Price for such Transaction equal such Floor Price in which case the parties shall be obligated to consummate such Transaction on that basis. (f) If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement and any Transaction Notice shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each other Seller Note, each party. JPMS shall calculate on a weekly basis the average daily trading volume (as defined by Rule 100 of such proposed Transactions having Regulation M under the same proposed Purchase Date and same proposed Repurchase Date and (B) no outstanding Transaction with respect to a Seller Note may be terminated by a Seller pursuant to Paragraph 3(c)(iiExchange Act) of the applicable Master Repurchase Agreement unless each other corresponding Transaction with respect to each other Seller Note is likewise terminated under each other Master Repurchase Agreement on the same effective date of terminationCommon Stock.

Transaction Notices. Seller Agent (a) The Company may, from time to time during the Facility Term, deliver propose to KCCI that they enter into a written Transaction to be executed on a specified Exchange Business Day. If KCCI agrees to the terms of such proposed Transaction or if the Company and KCCI mutually agree to modified terms for such proposed Transaction, then the Company shall promptly send to KCCI a notice, substantially in the form attached hereto as of Exhibit A hereto (each a “Transaction Notice”), confirming the agreed terms of such proposed Transaction. The time at which the Company issues a Transaction Notice shall be the “Notice Time” for that Transaction. If KCCI wishes such proposed Transaction to become a binding agreement between it and the Company, KCCI shall promptly indicate its acceptance thereof by countersigning and returning such Transaction Notice to the Company or sending a written notice to the Company (by any means permissible under Section 11 hereof) indicating its acceptance. The terms reflected in a Transaction Notice shall become binding on KCCI and the Company only if accepted by KCCI no later than the times specified in Section 2(b) below. Each Transaction Notice shall specify, among other things: (i) the Exchange Business Day on which the Shares subject to Buyer Agent and each Buyer requesting such Transaction are to be sold (the “Purchase Date”); (ii) the number of Shares that the Company agrees to sell (the “Specified Number of Shares”) on behalf of the Sellers that Buyers enter into Transactions with respect to each of the Seller Notes on a Monthly Date such Purchase Date, which shall be no more than twenty percent (or, if Sellers elect to terminate outstanding Transactions pursuant to Paragraph 3(c)(ii20%) of the applicable Master Repurchase Agreement, average daily trading volume in the Common Stock on the effective date of such terminationExchange for the ninety (90) on a pro rata basis in accordance with each Buyer’s Undivided Funding Percentage. Such notice (i) shall be delivered to Buyer Agent and each Buyer not less than three (3) Exchange Business Days prior to preceding the date of delivery of the proposed Transaction, (ii) shall include fully-completed forms of Confirmations for such Transactions (excluding the terms thereof pertaining to Pricing Rate, Price Differential and Repurchase Price), and Transaction Notice; and (iii) to the extent lowest price (if any) at which the proposed Purchase Date is a Monthly Date, Company shall be accompanied by copies of the Purchase Report and the Information Package required obligated to be delivered pursuant to the Securitization Facility Documents sell Shares in respect of the most recently completed Settlement Period prior to such proposed Purchase Date. For the avoidance of doubt, Transaction (A) no Transaction may be requested hereunder with respect to a Seller Note unless a corresponding Transaction is requested hereunder with respect to each other Seller Note, each of such proposed Transactions having the same proposed Purchase Date and same proposed Repurchase Date and (B) no outstanding Transaction with respect to a Seller Note may be terminated by a Seller pursuant to Paragraph 3(c)(ii) of the applicable Master Repurchase Agreement unless each other corresponding Transaction with respect to each other Seller Note is likewise terminated under each other Master Repurchase Agreement on the same effective date of termination“Floor Price”).

Transaction Notices. Seller Agent (a) The Company may, from time to time during the Facility Term, deliver propose to JPMS that they enter into an Agency Transaction or Principal Transaction to be executed on a written specified Exchange Business Day. If JPMS agrees to the terms of such proposed Transaction or if the Company and JPMS mutually agree to modified terms for such proposed Transaction, then JPMS shall promptly send to the Company a notice, substantially in the form attached hereto as of Exhibit A hereto (each, a “Transaction Notice”), confirming the agreed terms of such proposed Transaction. If the Company wishes such proposed Transaction to become a binding agreement between it and JPMS, the Company shall promptly indicate its acceptance thereof by countersigning and returning such Transaction Notice to JPMS or sending a written notice to JPMS (by any means permissible under Section 12 hereof) indicating its acceptance. The time at which the Company indicates its acceptance of any such Transaction shall be the “Acceptance Time” for that Transaction. The terms reflected in a Transaction Notice shall become binding on JPMS and the Company only if accepted by the Company no later than the times specified in Section 3(b) below. Each Transaction Notice shall specify, among other things: (i) whether the Transaction is an Agency Transaction or a Principal Transaction; (ii) the Exchange Business Day, on which the Shares subject to Buyer Agent such Transaction are to be sold (the “Purchase Date”); (iii) the number of Shares that the Company agrees to sell (the “Specified Number of Shares”) on such Purchase Date, which shall be no less than 5% and each Buyer requesting on behalf no more than 25% of the Sellers that Buyers enter into Transactions with respect to each average daily trading volume in the Common Stock on the Exchange for the thirty (30) Exchange Business Days preceding the date of delivery of the Seller Notes on a Monthly Date Transaction Notice; (or, if Sellers iv) whether the Company will grant JPMS the right to elect to terminate outstanding Transactions pursuant to Paragraph 3(c)(ii) of the applicable Master Repurchase Agreement, on the effective date of such termination) on a pro rata basis purchase additional Shares in accordance with each Buyer’s Undivided Funding Percentage. Such notice Section 3(c) below; (iv) in the case of a Principal Transaction, whether JPMS shall have the option referred to in Section 3(c) below to increase the number of Shares to be sold by the Company and purchased by JPMS on such Purchase Date; and (vi) the lowest price (if any) at which the Company shall be delivered obligated to Buyer Agent and each Buyer sell Shares in such Transaction (a “Floor Price”). A Transaction Notice shall not less than three (3) Business Days prior set forth a Specified Number of Shares that, when added to the date aggregate number of the proposed Transaction, (ii) shall include fully-completed forms of Confirmations for such Transactions (excluding the terms thereof pertaining to Pricing Rate, Price Differential Shares previously purchased and Repurchase Price), and (iii) to the extent the proposed Purchase Date is a Monthly Date, shall be accompanied by copies of the Purchase Report and the Information Package required to be delivered purchased pursuant to pending Transaction Notices (if any) hereunder, results in a total that exceeds the Securitization Facility Documents in respect of the most recently completed Settlement Period prior to such proposed Purchase Date. For the avoidance of doubt, (A) no Transaction may be requested hereunder with respect to a Seller Note unless a corresponding Transaction is requested hereunder with respect to each other Seller Note, each of such proposed Transactions having the same proposed Purchase Date and same proposed Repurchase Date and (B) no outstanding Transaction with respect to a Seller Note may be terminated by a Seller pursuant to Paragraph 3(c)(ii) of the applicable Master Repurchase Agreement unless each other corresponding Transaction with respect to each other Seller Note is likewise terminated under each other Master Repurchase Agreement on the same effective date of termination.Maximum Number of

Transaction Notices. Seller Agent (a) The Company may, from time to time during the Facility Term, deliver propose to Xxxxxxx Xxxxx that they enter into an Agency Transaction or Principal Transaction to be executed on one or more specified Exchange Business Days. If Xxxxxxx Xxxxx agrees to the terms of such proposed Transaction or if the Company and Xxxxxxx Xxxxx mutually agree to modified terms for such proposed Transaction, then Xxxxxxx Xxxxx shall promptly send to the Company a written notice, substantially in the form attached hereto as of Exhibit A hereto (each, a “Transaction Notice”), confirming the agreed terms of such proposed Transaction. If the Company wishes such proposed Transaction to become a binding agreement between it and Xxxxxxx Xxxxx, the Company shall promptly indicate its acceptance thereof by countersigning and returning such Transaction Notice to Xxxxxxx Xxxxx or by sending a written notice to Xxxxxxx Xxxxx (by any means permissible under Section 12 below) indicating its acceptance. The terms reflected in a Transaction Notice shall become binding on Xxxxxxx Xxxxx and the Company only if accepted by the Company no later than the times specified in Section 3(b) below. Each Transaction Notice shall specify, among other things: (i) whether the Transaction is an Agency Transaction or a Principal Transaction; (ii) the Exchange Business Day(s) on which the Shares subject to Buyer Agent such Transaction are intended to be sold (each such date, a “Purchase Date”); (iii) the number of Shares that the Company intends to sell (the “Specified Number of Shares”) on such Purchase Date(s); (iv) in the case of a Principal Transaction, whether the Company shall grant to Xxxxxxx Xxxxx the option referred to in Section 3(c) below to increase the number of Shares to be sold by the Company and each Buyer requesting purchased by Xxxxxxx Xxxxx acting as principal on behalf such Purchase Date; and (v) in the case of a Principal Transaction, whether Xxxxxxx Xxxxx shall have the Sellers option referred to in Section 3(c) below to increase the number of Shares to be sold by the Company and purchased by Xxxxxxx Xxxxx acting as principal on such Purchase Date; and (vi) the lowest price (if any) at which the Company shall be obligated to sell Shares in such Transaction (a “Floor Price”). A Transaction Notice shall not set forth a Specified Number of Shares that, when added to the aggregate number of Shares previously purchased and to be purchased pursuant to pending Transaction Notices (if any) hereunder, results in a total that Buyers enter into Transactions exceeds the Maximum Number of Shares. The Company shall have responsibility for maintaining records with respect to each the aggregate dollar amount of Shares sold, or for otherwise monitoring the Seller Notes on a Monthly Date availability of Shares for sale under the Registration Statement as amended or supplemented from time to time. There shall be no more than one Transaction Notice and one related Transaction with respect to any Purchase Date. A Transaction Notice conforming to the foregoing requirements, once accepted by the Company, shall be irrevocable, and the Company shall be obligated to sell the Specified Number of Shares (or, if Sellers elect subject to terminate outstanding Transactions increase pursuant to Paragraph 3(c)(iiSection 3(c) of below) and Xxxxxxx Xxxxx shall be obligated, subject to the applicable Master Repurchase Agreementterms of, on and satisfaction of, the effective date of conditions set forth in this Agreement and such terminationTransaction Notice, including, but not limited to, Section 1(f) on a pro rata basis above and Section 3(f) below, to (x) in Agency Transactions, use its commercially reasonable efforts to solicit offers for the Shares, and (y) in Principal Transactions, purchase such Shares in accordance with each Buyer’s Undivided Funding Percentagethe terms and conditions of this Agreement and such Transaction Notice. Such notice (i) Notwithstanding the foregoing, if the terms of any Agency Transaction or Principal Transaction contemplate that Shares shall be delivered sold on more than one Purchase Date, then the Company and Xxxxxxx Xxxxx shall mutually agree to Buyer Agent such additional terms and each Buyer not less than three (3) Business Days prior conditions as they deem necessary in respect of such multiple Purchase Dates, and such additional terms and conditions shall be set forth in the relevant Transaction Notice and be binding to the date same extent as any other terms contained therein. (b) If the Company’s Common Stock is an “actively-traded security” within the meaning of Rule 101(c)(1) of Regulation M, the proposed Transaction, (ii) shall include fully-completed forms of Confirmations for such Transactions (excluding the terms thereof pertaining to Pricing Rate, Price Differential and Repurchase Price), and (iii) to the extent the proposed Purchase Date is a Monthly Date, shall be accompanied by copies of the Purchase Report and the Information Package required to be delivered pursuant to the Securitization Facility Documents in respect of the most recently completed Settlement Period Shares deliverable pursuant to any Transaction Notice shall be the Exchange Business Day next following the date on which such Transaction Notice is accepted if such acceptance occurs by 4:30 p.m. (New York time) on such acceptance date; provided that if a Transaction Notice is accepted prior to 8:30 a.m. (New York time) on an Exchange Business Day (or by such proposed later time as Xxxxxxx Xxxxx xxx agree in its sole discretion), the Purchase Date in respect of such Shares shall be such date of acceptance. If the Company’s Common Stock is not an “actively-traded security” within the meaning of Rule 101(c)(1) of Regulation M, the Purchase Date in respect of the Shares deliverable pursuant to any Transaction Notice shall be the second Exchange Business Day next following the date on which such Transaction Notice is accepted if such acceptance occurs by 4:30 p.m. (New York time) on such acceptance date. For Principal Transactions, the price per Share to be paid by Xxxxxxx Xxxxx to the Company for the purchase of any such Shares pursuant to this Agreement shall be based on the closing price of the Company’s Common Stock and shall be agreed between Xxxxxxx Xxxxx and the Company and set out in the applicable Transaction Notice and set forth on such Transaction Notice as a net sales price, reflecting Xxxxxxx Xxxxx’ commission (the “Net Sales Price”). For Agency Transactions, Xxxxxxx Xxxxx’x commission shall be 2.5% of the actual sales price of the Shares (the “Agency Transaction Gross Sales Price”). (c) If specified in a Transaction Notice for a Principal Transaction, the Company may grant to Xxxxxxx Xxxxx the option to elect, by notice to the Company delivered not later than 4:30 p.m. (New York time) on the relevant Purchase Date, to increase the number of Shares to be sold by the Company and purchased by Xxxxxxx Xxxxx acting as principal on such Purchase Date, provided that such number of Shares to be sold by the Company, when added to the aggregate number of Shares previously purchased and to be purchased pursuant to pending Transaction Notices (if any) hereunder, shall not exceed the Maximum Number of Shares. For The Specified Number of Shares to be sold by the avoidance of doubtCompany on any Purchase Date, (A) no Transaction as it may be requested hereunder increased pursuant to this paragraph (c), is hereinafter referred to as the “Purchased Number of Shares” in respect of such Purchase Date. (d) If the Purchased Number of Shares for any Purchase Date exceeds 50% of the total number of shares of Common Stock traded on the Exchange during regular trading hours on the Purchase Date, Xxxxxxx Xxxxx xxx, at its option, elect to reduce the Purchased Number of Shares to 50% of such total number of shares traded. If Xxxxxxx Xxxxx has elected to purchase Shares pursuant to the option granted to it by the Company discussed in Section 3(c) above, any reduction in Shares required by this Section 3(d) shall be first made from such Shares. (e) Payment of the Net Sales Price for Shares sold by the Company on any Purchase Date pursuant to a Transaction Notice shall be made to the Company by federal funds wire transfer to the account set forth on Exhibit D hereto, against delivery of such Shares to: (x) the accounts specified in writing by Xxxxxxx Xxxxx for sales made by Xxxxxxx Xxxxx acting as agent, or (y) Xxxxxxx Xxxxx through the facilities of the Depository Trust Company for purchase from the Company by Xxxxxxx Xxxxx acting as principal. Such payment and delivery shall be made at or about 10:00 a.m., local time in New York, New York, on the third Exchange Business Day (or such other day as may, from time to time, become standard industry practice for settlement of such a securities issuance) following each Purchase Date (the “Closing Date”). (f) If, as provided in the related Transaction Notice, a Floor Price has been agreed to by the parties with respect to a Seller Note unless a corresponding Transaction, and Xxxxxxx Xxxxx thereafter determines and notifies the Company that the Gross Sales Price for such Transaction is requested hereunder would not be at least equal to such Floor Price, then the Company shall not be obligated to issue and sell to or through Xxxxxxx Xxxxx, and Xxxxxxx Xxxxx shall not be obligated to purchase or place, the Specified Number of Shares for such Transaction, except that Xxxxxxx Xxxxx xxx, at its option, elect to have the Gross Sales Price for such Transaction equal such Floor Price in which case the parties shall be obligated to consummate such Transaction on that basis. (g) If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement and any Transaction Notice shall be suspended until that or another exemptive provision shall have been satisfied in the judgment of each other Seller Note, party. Xxxxxxx Xxxxx and the Company shall each calculate on a weekly basis the ADTV (as defined by Rule 100 of such proposed Transactions having the same proposed Purchase Date and same proposed Repurchase Date and (B) no outstanding Transaction with respect to a Seller Note may be terminated by a Seller pursuant to Paragraph 3(c)(iiRegulation M) of the applicable Master Repurchase Agreement unless each other corresponding Transaction with respect to each other Seller Note is likewise terminated under each other Master Repurchase Agreement on the same effective date of terminationCommon Stock.

Transaction Notices. Seller Agent (a) The Company may, from time to time during the Facility Term, deliver propose to that they enter into an Agency Transaction or Principal Transaction to be executed on a written specified Exchange Business Day. If agrees to the terms of such proposed Transaction or if the Company and mutually agree to modified terms for such proposed Transaction, then shall promptly send to the Company a notice, substantially in the form attached hereto as of Exhibit A hereto (each, a “Transaction Notice”), confirming the agreed terms of such proposed Transaction. If the Company wishes such proposed Transaction to become a binding agreement between it and , the Company shall promptly indicate its acceptance thereof by countersigning and returning such Transaction Notice to or sending a written notice to (by any means permissible under Section 12 hereof) indicating its acceptance. The terms reflected in a Transaction Notice shall become binding on and the Company only if accepted by the Company no later than the times specified in Section 3(b) below. Each Transaction Notice shall specify, among other things: (i) whether the Transaction is an Agency Transaction or a Principal Transaction; (ii) the Exchange Business Day on which the Shares subject to Buyer Agent such Agency or Principal Transaction are intended to be sold (the “Purchase Date”); (iii) the number of Shares that the Company intends to sell (the “Specified Number of Shares”) on such Purchase Date, which shall be no less than 5% and each Buyer requesting on behalf no more than 25% of the Sellers that Buyers enter into Transactions with respect to each average daily trading volume in the Common Stock on the Exchange for the thirty (30) Exchange Business Days preceding the date of delivery of the Seller Notes on a Monthly Date Transaction Notice; (or, if Sellers iv) whether the Company will grant the right to elect to terminate outstanding Transactions pursuant to Paragraph 3(c)(ii) of the applicable Master Repurchase Agreement, on the effective date of such termination) on a pro rata basis purchase additional Shares in accordance with each Buyer’s Undivided Funding Percentage. Such notice Section 3(c) below; (iv) in the case of a purchase of Shares by acting as principal, whether shall have the option referred to in Section 3(c) below to increase the number of Shares to be sold by the Company and purchased by acting as principal on such Purchase Date; and (vi) the lowest price (if any) at which the Company shall be delivered obligated to Buyer Agent and each Buyer not less than three sell Shares in such Transaction (3) Business Days prior to the date of the proposed Transaction, (ii) shall include fully-completed forms of Confirmations for such Transactions (excluding the terms thereof pertaining to Pricing Rate, Price Differential and Repurchase a “Floor Price”), and (iii) to the extent the proposed Purchase Date is a Monthly Date, shall be accompanied by copies of the Purchase Report and the Information Package required to be delivered pursuant to the Securitization Facility Documents in respect of the most recently completed Settlement Period prior to such proposed Purchase Date. For the avoidance of doubt, (A) no Transaction may be requested hereunder with respect to a Seller Note unless a corresponding Transaction is requested hereunder with respect to each other Seller Note, each of such proposed Transactions having the same proposed Purchase Date and same proposed Repurchase Date and (B) no outstanding Transaction with respect to a Seller Note may be terminated by a Seller pursuant to Paragraph 3(c)(ii) of the applicable Master Repurchase Agreement unless each other corresponding Transaction with respect to each other Seller Note is likewise terminated under each other Master Repurchase Agreement on the same effective date of termination.

Transaction Notices. Seller Agent (a) The Company may, from time to time during the Facility Term, deliver propose to Xxxxxxx that they enter into a written Transaction to be executed on a specified Exchange Business Day. If Xxxxxxx agrees to the terms of such proposed Transaction or if the Company and Xxxxxxx mutually agree to modified terms for such proposed Transaction, then the Company shall promptly send to Xxxxxxx a notice, substantially in the form attached hereto as of Exhibit A hereto (each a “Transaction Notice”), confirming the agreed terms of such proposed Transaction. The time at which the Company issues a Transaction Notice shall be the “Notice Time” for that Transaction. If Xxxxxxx wishes such proposed Transaction to become a binding agreement between it and the Company, Xxxxxxx shall promptly indicate its acceptance thereof by countersigning and returning such Transaction Notice to the Company or sending a written notice to the Company (by any means permissible under Section 11 hereof) indicating its acceptance. The terms reflected in a Transaction Notice shall become binding on Xxxxxxx and the Company only if accepted by Xxxxxxx no later than the times specified in Section 2(b) below. Each Transaction Notice shall specify, among other things: (i) the Exchange Business Day on which the Remaining Shares subject to Buyer Agent and each Buyer requesting such Transaction are to be sold (the “Purchase Date”); (ii) the number of Remaining Shares that the Company agrees to sell (the “Specified Number of Shares”) on behalf such Purchase Date, which shall not exceed the greater of (i) twenty percent (20%) of the Sellers trading volume in the Common Stock on the Exchange on the Purchase Date, or (ii) twenty percent (20%) of the average daily trading volume in the Common Stock on the Exchange for the ninety (90) Exchange Business Days preceding the Purchase Date; and (iii) the lowest price (if any) at which the Company shall be obligated to sell Remaining Shares in such Transaction (a “Floor Price”). A Transaction Notice shall not set forth a Specified Number of Shares that, when added to the aggregate number of Shares previously purchased and to be purchased pursuant to pending Transaction Notices (if any) hereunder and under the Prior Distribution Agreement, results in a total that Buyers enter into Transactions exceeds the Maximum Number of Shares. The Company shall have responsibility for maintaining records with respect to each the aggregate number of Shares sold, or for otherwise monitoring the Seller Notes on a Monthly Date (or, if Sellers elect to terminate outstanding Transactions pursuant to Paragraph 3(c)(ii) availability of Remaining Shares for sale under the applicable Master Repurchase Agreement, on the effective date of such termination) on a pro rata basis in accordance with each Buyer’s Undivided Funding PercentageRegistration Statement. Such notice (i) shall be delivered to Buyer Agent and each Buyer not less than three (3) Business Days prior A Transaction Notice conforming to the date of the proposed Transactionforegoing requirements, (ii) shall include fully-completed forms of Confirmations for such Transactions (excluding the terms thereof pertaining to Pricing Rate, Price Differential and Repurchase Price), and (iii) to the extent the proposed Purchase Date is a Monthly Dateonce accepted by Xxxxxxx, shall be accompanied by copies of the Purchase Report irrevocable, and the Information Package required Company shall be obligated to sell the Specified Number of Shares and Xxxxxxx shall be delivered pursuant obligated, subject to the Securitization Facility Documents terms of, and satisfaction of, the conditions set forth in this Agreement and such Transaction Notice, including, but not limited to, Section 1(e) above and Section 2(e) below, to use its commercially reasonable efforts to obtain performance from each Purchaser providing offers for the Remaining Shares. Notwithstanding the foregoing, if the terms of any Transaction contemplate that Remaining Shares shall be sold on more than one Purchase Date, then the Company and Xxxxxxx shall mutually agree to such additional terms and conditions as they deem necessary in respect of such multiple Purchase Dates, and such additional terms and conditions shall be set forth in the relevant Transaction Notice and be binding to the same extent as any other terms contained therein. (b) The Purchase Date in respect of the most recently completed Settlement Period Remaining Shares deliverable pursuant to any Transaction Notice shall occur on the Exchange Business Day next following the date on which such Transaction Notice is accepted if such acceptance occurs by 4:30 P.M. (New York time) on such acceptance date; provided that if a Transaction Notice is accepted prior to 8:30 A.M. (New York time) on an Exchange Business Day (or by such proposed later time as the Company may agree in its sole discretion), the Purchase Date in respect of such Remaining Shares shall be on such date of acceptance. The compensation to Xxxxxxx for each Transaction shall be up to one percent (1.0%) of the Gross Sales Price, as mutually agreed to in writing by the Company and Xxxxxxx. The “Net Sales Price” shall be the Gross Sale Price less Xxxxxxx’x commission. (c) Payment of the Net Sales Price for Remaining Shares sold by the Company on any Purchase Date pursuant to a Transaction Notice shall be made to the Company by federal funds wire transfer to an account designated by the Company in writing, against delivery of such Shares to the accounts specified in writing by Xxxxxxx. Such payment and delivery shall be made at or about 10:00 A.M., local time in New York, New York, on the third Exchange Business Day (or such other day as may, from time to time, become standard industry practice for settlement of such a securities issuance) following each Purchase Date (the “Closing Date”). For If the avoidance Company fails for any reason to make timely delivery of doubtsuch Shares, the Company shall indemnify Xxxxxxx and its successors and assigns and hold them harmless from and against any loss, damage, expense, liability or claim that Xxxxxxx may incur as a result of such failure. (Ad) no If, as provided in the related Transaction may be requested hereunder Notice, a Floor Price has been agreed to by the parties with respect to a Seller Note unless a corresponding Transaction, and the Gross Sales Price for such Transaction would not be at least equal to such Floor Price, then the Company shall not be obligated to issue and sell through Xxxxxxx, and Xxxxxxx shall not be obligated to place, the Specified Number of Shares for such Transaction. (e) If either party is requested hereunder aware that the Company is selling shares of Common Stock (other than the Remaining Shares offered pursuant to this Agreement) during the Term and the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to each other Seller Note, each the sale of such proposed Transactions having other shares of Common Stock, it shall promptly notify the same proposed Purchase Date other party and same proposed Repurchase Date and (B) no outstanding Transaction with respect to a Seller Note may be terminated by a Seller pursuant to Paragraph 3(c)(ii) sales of the applicable Master Repurchase Remaining Shares under this Agreement unless and any Transaction Notice shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each other corresponding Transaction with respect to each other Seller Note is likewise terminated under each other Master Repurchase Agreement on the same effective date of terminationparty.

Transaction Notices. Seller Agent (a) The Company may, from time to time during the Facility Term, deliver propose to MS that they enter into an Agency Transaction to be executed on a written specified Exchange Business Day. If MS agrees to the terms of such proposed Transaction or if the Company and MS mutually agree to modified terms for such proposed Transaction, then MS shall promptly send to the Company by the means set forth under Section 11 hereof a notice, substantially in the form attached hereto as of Exhibit A hereto (each, a “Transaction Notice”) ), confirming the agreed terms of such proposed Transaction. If the Company wishes such proposed Transaction to Buyer Agent become a binding agreement between it and each Buyer requesting on behalf MS, the Company shall promptly indicate its acceptance thereof by countersigning and returning such Transaction Notice to MS or sending a written acceptance of the Sellers Transaction Notice to MS in each case by the means set forth under Section 11 hereof. The terms reflected in a Transaction Notice shall become binding on MS and the Company only if accepted by the Company no later than the times specified in Section 2(b) below. Each Transaction Notice shall specify, among other things: (i) the Exchange Business Day(s) on which the Shares subject to such Transaction are intended to be sold (each a “Purchase Date”); (ii) the number of Shares that Buyers enter into Transactions the Company intends to sell (the “Specified Number of Shares”) on each such Purchase Date, which shall be no more than 25% of the average daily trading volume in the Common Stock on the Exchange for the 30 Exchange Business Days preceding the date of delivery of the Transaction Notice, or as otherwise agreed between the Company and MS and documented in the relevant Transaction Notice; and (iii) the lowest price (if any) at which the Company is willing to sell Shares on each such Purchase Date (a “Floor Price”). A Transaction Notice shall not set forth a Specified Number of Shares that, when added to the aggregate number of Shares previously purchased and to be purchased pursuant to pending Transaction Notices (if any) hereunder, any Terms Agreement, the Alternative Distribution Agreement and any Alternative Terms Agreement, results in a total that exceeds Shares equal to the Maximum Number. The Company shall have responsibility for maintaining records with respect to each the aggregate dollar amount of Shares sold, or for otherwise monitoring the availability of Shares for sale under the Registration Statement. In the event more than one Transaction Notice with respect to any Purchase Date is accepted by the Company, the latest of any executed Transaction Notice shall govern any sales of Shares for the relevant Purchase Date(s) except to the extent of any action occurring prior to the acceptance of any Transaction Notice. The Company or MS may, upon notice to the other party hereto by telephone (confirmed promptly by telecopy), suspend the offering of the Seller Notes on a Monthly Date (orShares; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. Notwithstanding the foregoing, if Sellers elect the terms of any Agency Transaction contemplate that Shares shall be sold on more than one Purchase Date, then the Company and MS shall mutually agree to terminate outstanding Transactions such additional terms and conditions as they deem necessary in respect of such multiple Purchase Dates, and such additional terms and conditions shall be set forth in the relevant Transaction Notice and be binding to the same extent as any other terms contained therein. (b) MS’s commission shall be 2% of the actual sales price of the Shares (the “Gross Sale Price”) (the Gross Sales Price less MS’s commission is referred to herein at the “Net Sales Price”) sold pursuant to Paragraph 3(c)(iithis Agreement, and such rate of compensation shall not apply when MS acts as principal. (c) Payment of the applicable Master Repurchase AgreementNet Sales Price for Shares sold by the Company on any Purchase Date pursuant to a Transaction Notice shall be made to the Company by federal funds wire transfer to: Bank: [Redacted] ABA #: [Redacted] SWIFT: [Redacted] Account # [Redacted] Account Name: United Airlines Special Account Beneficiary: United Airlines against delivery of such Shares to MS. Such payment and delivery shall be made at or about 10:00 a.m., local time in New York, New York, on the effective date third Exchange Business Day (or such other day as may, from time to time, become standard industry practice for settlement of such terminationa securities issuance) on a pro rata basis in accordance with following each Buyer’s Undivided Funding Percentage. Such notice (i) shall be delivered to Buyer Agent and each Buyer not less than three (3) Business Days prior to the date of the proposed Transaction, (ii) shall include fully-completed forms of Confirmations for such Transactions (excluding the terms thereof pertaining to Pricing Rate, Price Differential and Repurchase Price), and (iii) to the extent the proposed Purchase Date is (a Monthly “Closing Date”). (d) If, shall be accompanied as provided in the related Transaction Notice, a Floor Price has been agreed to by copies of the Purchase Report and the Information Package required to be delivered pursuant to the Securitization Facility Documents in respect of the most recently completed Settlement Period prior to such proposed Purchase Date. For the avoidance of doubt, (A) no Transaction may be requested hereunder parties with respect to a Seller Note unless a corresponding Purchase Date, and MS thereafter determines and notifies the Company that the Gross Sales Price for such Transaction is requested hereunder would not be at least equal to such Floor Price, then the Company shall not be obligated to issue and sell through MS, and MS shall not be obligated to place, the Specified Number of Shares for the Transaction on such Purchase Date. (e) Under no circumstances shall the Gross Sales Price of the Shares sold pursuant to the Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement exceed the Maximum Amount. (f) If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement, any Transaction Notice or any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each other Seller Noteparty. On or prior to the delivery of a prospectus that is required (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with the offering or sale of the Shares, each MS shall calculate the average daily trading volume (as defined by Rule 100 of such proposed Transactions having Regulation M under the same proposed Purchase Date and same proposed Repurchase Date and (B) no outstanding Transaction with respect to a Seller Note may be terminated by a Seller pursuant to Paragraph 3(c)(iiExchange Act) of the applicable Master Repurchase Common Stock based on market data provided by Bloomberg L.P. or such other sources as agreed upon by MS and the Company. (i) If the Company wishes to issue and sell the Shares pursuant to this Agreement but other than as set forth in Section 2(a) of this Agreement (each a “Placement”), it will notify MS of the proposed terms of such Placement. If MS, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, MS and the Company will enter into a Terms Agreement setting forth the terms of such Placement. (ii) The terms set forth in a Terms Agreement will not be binding on the Company or MS unless and until the Company and MS have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (h) Each sale of the Shares to MS in a Placement shall be made in accordance with the terms of this Agreement and a Terms Agreement, which will provide for the sale of such Shares to, and the purchase thereof by, MS. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by MS. The commitment of MS to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by MS pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with MS in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. (i) The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Shares or any other corresponding Transaction with respect to each other Seller Note is likewise terminated under each other Master Repurchase Agreement equity security of the Company shall only be effected by or through only one of MS or the Alternative Agent on any single given day, but in no event by both, and the Company shall in no event request that MS and the Alternative Agent sell Shares on the same effective date day; provided, however, that the foregoing limitation shall not apply to (i) exercise of terminationany option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons.

Transaction Notices. Seller Agent (a) The Company may, from time to time during the Facility Term, deliver propose to Rxxxxxx Jxxxx that they enter into an Agency Transaction or Principal Transaction to be executed on one or more specified Exchange Business Days. If Rxxxxxx Jxxxx agrees to the terms of such proposed Transaction or if the Company and Rxxxxxx Jxxxx mutually agree to modified terms for such proposed Transaction, then Rxxxxxx Jxxxx shall promptly send to the Company a written notice, substantially in the form attached hereto as of Exhibit A hereto (each, a “Transaction Notice”) to Buyer Agent and each Buyer requesting on behalf of ), confirming the Sellers that Buyers enter into Transactions with respect to each of the Seller Notes on a Monthly Date (or, if Sellers elect to terminate outstanding Transactions pursuant to Paragraph 3(c)(ii) of the applicable Master Repurchase Agreement, on the effective date agreed terms of such terminationproposed Transaction. If the Company wishes such proposed Transaction to become a binding agreement between it and Rxxxxxx Jxxxx, the Company shall promptly indicate its acceptance thereof by countersigning and returning such Transaction Notice to Rxxxxxx Jxxxx or by sending a written notice to Rxxxxxx Jxxxx (by any means permissible under Section 12 below) indicating its acceptance. The terms reflected in a Transaction Notice shall become binding on a pro rata basis Rxxxxxx Jxxxx and the Company only if accepted by the Company no later than the times specified in accordance with each Buyer’s Undivided Funding PercentageSection 3(b) below. Such notice Each Transaction Notice shall specify, among other things: (i) shall be delivered to Buyer Agent and each Buyer not less than three (3) Business Days prior to whether the date of the proposed Transaction is an Agency Transaction or a Principal Transaction, ; (ii) shall include fully-completed forms of Confirmations for the Exchange Business Day(s) on which the Shares subject to such Transactions Transaction are intended to be sold (excluding the terms thereof pertaining to Pricing Rateeach such date, Price Differential and Repurchase Pricea “Purchase Date”), and ; (iii) the number of Shares that the Company intends to sell (the extent “Specified Number of Shares”) on such Purchase Date(s); (iv) in the proposed case of a Principal Transaction, whether the Company shall grant to Rxxxxxx Jxxxx the option referred to in Section 3(c) below to increase the number of Shares to be sold by the Company and purchased by Rxxxxxx Jxxxx acting as principal on such Purchase Date is Date; (v) in the case of a Monthly Principal Transaction, whether Rxxxxxx Jxxxx shall have the option referred to in Section 3(c) below to increase the number of Shares to be sold by the Company and purchased by Rxxxxxx Jxxxx acting as principal on such Purchase Date, ; and (vi) the lowest price (if any) at which the Company shall be accompanied by copies of the Purchase Report and the Information Package required obligated to be delivered pursuant to the Securitization Facility Documents sell Shares in respect of the most recently completed Settlement Period prior to such proposed Purchase Date. For the avoidance of doubt, Transaction (A) no Transaction may be requested hereunder with respect to a Seller Note unless a corresponding Transaction is requested hereunder with respect to each other Seller Note, each of such proposed Transactions having the same proposed Purchase Date and same proposed Repurchase Date and (B) no outstanding Transaction with respect to a Seller Note may be terminated by a Seller pursuant to Paragraph 3(c)(ii) of the applicable Master Repurchase Agreement unless each other corresponding Transaction with respect to each other Seller Note is likewise terminated under each other Master Repurchase Agreement on the same effective date of termination“Floor Price”).

Transaction Notices. Seller Agent (a) The Company may, from time to time during the Facility Term, deliver propose to JPMS that they enter into an Agency Transaction to be executed on a written specified Exchange Business Day. If JPMS agrees to the terms of such proposed Transaction or if the Company and JPMS mutually agree to modified terms for such proposed Transaction, then JPMS shall promptly send to the Company by the means set forth under Section 11 hereof a notice, substantially in the form attached hereto as of Exhibit A hereto (each, a “Transaction Notice”) ), confirming the agreed terms of such proposed Transaction. If the Company wishes such proposed Transaction to Buyer Agent become a binding agreement between it and each Buyer requesting on behalf JPMS, the Company shall promptly indicate its acceptance thereof by countersigning and returning such Transaction Notice to JPMS or sending a written acceptance of the Sellers Transaction Notice to JPMS in each case by the means set forth under Section 11 hereof. The terms reflected in a Transaction Notice shall become binding on JPMS and the Company only if accepted by the Company no later than the times specified in Section 2(b) below. Each Transaction Notice shall specify, among other things: (i) the Exchange Business Day(s) on which the Shares subject to such Transaction are intended to be sold (each a “Purchase Date”); (ii) the number of Shares that Buyers enter into Transactions the Company intends to sell (the “Specified Number of Shares”) on each such Purchase Date, which shall be no more than 25% of the average daily trading volume in the Common Stock on the Exchange for the 30 Exchange Business Days preceding the date of delivery of the Transaction Notice, or as otherwise agreed between the Company and JPMS and documented in the relevant Transaction Notice; and (iii) the lowest price (if any) at which the Company is willing to sell Shares on each such Purchase Date (a “Floor Price”). A Transaction Notice shall not set forth a Specified Number of Shares that, when added to the aggregate number of Shares previously purchased and to be purchased pursuant to pending Transaction Notices (if any) hereunder, any Terms Agreement, the Alternative Distribution Agreement and any Alternative Terms Agreement, results in a total that exceeds Shares equal to the Maximum Number. The Company shall have responsibility for maintaining records with respect to each the aggregate dollar amount of Shares sold, or for otherwise monitoring the availability of Shares for sale under the Registration Statement. In the event more than one Transaction Notice with respect to any Purchase Date is accepted by the Company, the latest of any executed Transaction Notice shall govern any sales of Shares for the relevant Purchase Date(s) except to the extent of any action occurring prior to the acceptance of any Transaction Notice. The Company or JPMS may, upon notice to the other party hereto by telephone (confirmed promptly by telecopy), suspend the offering of the Seller Notes on a Monthly Date (orShares; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. Notwithstanding the foregoing, if Sellers elect the terms of any Agency Transaction contemplate that Shares shall be sold on more than one Purchase Date, then the Company and JPMS shall mutually agree to terminate outstanding Transactions such additional terms and conditions as they deem necessary in respect of such multiple Purchase Dates, and such additional terms and conditions shall be set forth in the relevant Transaction Notice and be binding to the same extent as any other terms contained therein. (b) JPMS’s commission shall be 2% of the actual sales price of the Shares (the “Gross Sale Price”) (the Gross Sales Price less JPMS’s commission is referred to herein at the “Net Sales Price”) sold pursuant to Paragraph 3(c)(iithis Agreement, and such rate of compensation shall not apply when JPMS acts as principal. (c) Payment of the applicable Master Repurchase AgreementNet Sales Price for Shares sold by the Company on any Purchase Date pursuant to a Transaction Notice shall be made to the Company by federal funds wire transfer to: Bank: [Redacted] ABA #: [Redacted] SWIFT: [Redacted] Account # [Redacted] Account Name: United Airlines Special Account Beneficiary: United Airlines against delivery of such Shares to JPMS. Such payment and delivery shall be made at or about 10:00 a.m., local time in New York, New York, on the effective date third Exchange Business Day (or such other day as may, from time to time, become standard industry practice for settlement of such terminationa securities issuance) on a pro rata basis in accordance with following each Buyer’s Undivided Funding Percentage. Such notice (i) shall be delivered to Buyer Agent and each Buyer not less than three (3) Business Days prior to the date of the proposed Transaction, (ii) shall include fully-completed forms of Confirmations for such Transactions (excluding the terms thereof pertaining to Pricing Rate, Price Differential and Repurchase Price), and (iii) to the extent the proposed Purchase Date is (a Monthly “Closing Date”). (d) If, shall be accompanied as provided in the related Transaction Notice, a Floor Price has been agreed to by copies of the Purchase Report and the Information Package required to be delivered pursuant to the Securitization Facility Documents in respect of the most recently completed Settlement Period prior to such proposed Purchase Date. For the avoidance of doubt, (A) no Transaction may be requested hereunder parties with respect to a Seller Note unless a corresponding Purchase Date, and JPMS thereafter determines and notifies the Company that the Gross Sales Price for such Transaction is requested hereunder would not be at least equal to such Floor Price, then the Company shall not be obligated to issue and sell through JPMS, and JPMS shall not be obligated to place, the Specified Number of Shares for the Transaction on such Purchase Date. (e) Under no circumstances shall the Gross Sales Price of the Shares sold pursuant to the Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement exceed the Maximum Amount. (f) If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement, any Transaction Notice or any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each other Seller Noteparty. On or prior to the delivery of a prospectus that is required (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with the offering or sale of the Shares, each JPMS shall calculate the average daily trading volume (as defined by Rule 100 of such proposed Transactions having Regulation M under the same proposed Purchase Date and same proposed Repurchase Date and (B) no outstanding Transaction with respect to a Seller Note may be terminated by a Seller pursuant to Paragraph 3(c)(iiExchange Act) of the applicable Master Repurchase Common Stock based on market data provided by Bloomberg L.P. or such other sources as agreed upon by JPMS and the Company. (i) If the Company wishes to issue and sell the Shares pursuant to this Agreement but other than as set forth in Section 2(a) of this Agreement (each a “Placement”), it will notify JPMS of the proposed terms of such Placement. If JPMS, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, JPMS and the Company will enter into a Terms Agreement setting forth the terms of such Placement. (ii) The terms set forth in a Terms Agreement will not be binding on the Company or JPMS unless and until the Company and JPMS have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (h) Each sale of the Shares to JPMS in a Placement shall be made in accordance with the terms of this Agreement and a Terms Agreement, which will provide for the sale of such Shares to, and the purchase thereof by, JPMS. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by JPMS. The commitment of JPMS to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by JPMS pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with JPMS in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. (i) The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Shares or any other corresponding Transaction with respect to each other Seller Note is likewise terminated under each other Master Repurchase Agreement equity security of the Company shall only be effected by or through only one of JPMS or the Alternative Agent on any single given day, but in no event by both, and the Company shall in no event request that JPMS and the Alternative Agent sell Shares on the same effective date day; provided, however, that the foregoing limitation shall not apply to (i) exercise of terminationany option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons.

Transaction Notices. Seller Agent (a) The Company may, from time to time during the Facility Term, deliver propose to JPMS that they enter into an Agency Transaction, to be executed on a written specified Exchange Business Day or over a specified period of Exchange Business Days. If JPMS agrees to the terms of such proposed Transaction or if the Company and JPMS mutually agree to modified terms for such proposed Transaction, then JPMS shall promptly send to the Company by the means set forth under Section 11 hereof a notice, substantially in the form attached hereto as of Exhibit A hereto (each, a “Transaction Notice”), confirming the agreed terms of such proposed Transaction. If the Company wishes such proposed Transaction to become a binding agreement between it and JPMS, the Company shall promptly indicate its acceptance thereof by countersigning and returning such Transaction Notice to JPMS or sending a written acceptance of such Transaction Notice to JPMS, in each case by the means set forth under Section 11 hereof. The terms reflected in a Transaction Notice shall become binding on JPMS and the Company only if accepted by the Company no later than the times specified in Section 2(b) below. Each Transaction Notice shall specify, among other things: (i) the Exchange Business Day(s) on which the Shares subject to Buyer Agent and such Transaction are intended to be sold (each, a “Purchase Date”); (ii) the maximum number of Shares that the Company intends to sell (the “Specified Number of Shares”) on, or over the course of, such Purchase Date(s); provided that the number of Shares sold on each Buyer requesting on behalf such Purchase Date shall be no more than 25% of the Sellers that Buyers enter into Transactions average daily trading volume in the Common Stock on the Exchange for the 30 Exchange Business Days preceding the date of delivery of the Transaction Notice, or as otherwise agreed between the Company and JPMS; and (iii) the lowest price (if any) at which the Company is willing to sell Shares on each such Purchase Date (each, a “Floor Price”). The Company shall have responsibility for maintaining records with respect to each the aggregate dollar amount of Shares sold, or for otherwise monitoring the availability of Shares for sale under the Registration Statement. In the event that more than one Transaction Notice with respect to any Purchase Date(s) is accepted by the Company, the latest of any executed Transaction Notice shall govern any sales of Shares for the relevant Purchase Date(s), except to the extent of any action occurring pursuant to a prior accepted Transaction Notice and prior to the acceptance of such latest Transaction Notice. The Company or JPMS may, upon notice to the other party hereto by telephone (confirmed promptly by telecopy or electronic mail), suspend the offering of the Seller Notes on a Monthly Date (orShares; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. Notwithstanding the foregoing, if Sellers elect the terms of any Agency Transaction contemplate that Shares shall be sold on more than one Purchase Date, then the Company and JPMS shall mutually agree to terminate outstanding Transactions such additional terms and conditions as they deem necessary in respect of such multiple Purchase Dates, and such additional terms and conditions shall be binding to the same extent as any other terms contained in the relevant Transaction Notice. (b) JPMS’s commission shall be 1.25% of the actual sales price of the Shares (the “Gross Sales Price”) sold pursuant to Paragraph 3(c)(iithis Agreement (the Gross Sales Price less JPMS’s commission is referred to herein at the “Net Sales Price”) and such rate of compensation shall not apply when JPMS acts as principal. (c) Payment of the applicable Master Repurchase AgreementNet Sales Price for Shares sold by the Company on any Purchase Date pursuant to a Transaction Notice shall be made to the Company by federal funds wire transfer to the account of the Company, the details of which are set forth on Schedule III hereto, against delivery of such Shares to JPMS. Such payment and delivery shall be made at or about 10:00 a.m., local time in New York, New York, on the effective date third Exchange Business Day (or such other day as may, from time to time, become standard industry practice for settlement of such terminationa securities issuance) on a pro rata basis in accordance with following each Buyer’s Undivided Funding Percentage. Such notice (i) shall be delivered to Buyer Agent and each Buyer not less than three (3) Business Days prior to the date of the proposed Transaction, (ii) shall include fully-completed forms of Confirmations for such Transactions (excluding the terms thereof pertaining to Pricing Rate, Price Differential and Repurchase Price), and (iii) to the extent the proposed Purchase Date is (each, a Monthly “Closing Date”). (d) If, shall be accompanied as provided in the related Transaction Notice, a Floor Price has been agreed to by copies of the Purchase Report and the Information Package required to be delivered pursuant to the Securitization Facility Documents in respect of the most recently completed Settlement Period prior to such proposed Purchase Date. For the avoidance of doubt, (A) no Transaction may be requested hereunder parties with respect to a Seller Note unless a corresponding Purchase Date, and JPMS thereafter determines and notifies the Company that the Gross Sales Price for such Transaction is requested hereunder would not be at least equal to such Floor Price, then the Company shall not be obligated to issue and sell through JPMS, and JPMS shall not be obligated to place, the Shares proposed to be sold pursuant to such Transaction on such Purchase Date. (e) Under no circumstances shall the Gross Sales Price of the Shares sold pursuant to this Agreement and any Terms Agreements exceed the Maximum Amount. (f) If either party hereto has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement, any Transaction Notice or any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each other Seller Noteparty. On or prior to the delivery of a prospectus that is required (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with the offering or sale of the Shares, each JPMS shall calculate the average daily trading volume (as defined by Rule 100 of such proposed Transactions having Regulation M under the same proposed Purchase Date and same proposed Repurchase Date and (B) no outstanding Transaction with respect to a Seller Note may be terminated by a Seller pursuant to Paragraph 3(c)(iiExchange Act) of the applicable Master Repurchase Common Stock based on market data provided by Bloomberg L.P. or such other sources as agreed upon by JPMS and the Company. (i) If the Company wishes to issue and sell the Shares pursuant to this Agreement unless but other than as set forth in Section 2(a) of this Agreement (each other corresponding Transaction such sale, a “Placement”), it will notify JPMS of the proposed terms of such Placement. If JPMS, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with respect the Company, wishes to each other Seller Note is likewise terminated under each other Master Repurchase accept amended terms, JPMS and the Company will enter into a Terms Agreement setting forth the terms of such Placement. (ii) The terms set forth in a Terms Agreement will not be binding on the same effective Company or JPMS unless and until the Company and JPMS have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (h) Each sale of the Shares to JPMS in a Placement shall be made in accordance with the terms of this Agreement and a Terms Agreement, which will provide for the sale of such Shares to, and the purchase thereof by, JPMS. Such Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by JPMS. The commitment of JPMS to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Any such Terms Agreement shall specify the number of the Shares to be purchased by JPMS pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with JPMS in the reoffering of the Shares, the time and date (each such time and date being referred to herein as a “Time of terminationDelivery”) and the place of delivery of and payment for such Shares. (i) The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Shares or any other equity security of the Company shall only be effected by or through JPMS on any single given day; provided, however, that the foregoing limitation shall not apply to (i) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons.

Transaction Notices. Seller Agent (a) The Company may, from time to time during the Facility Term, deliver propose to KCCI that they enter into a written Transaction to be executed on a specified Exchange Business Day. If KCCI agrees to the terms of such proposed Transaction or if the Company and KCCI mutually agree to modified terms for such proposed Transaction, then the Company shall promptly send to KCCI a notice, substantially in the form attached hereto as of Exhibit A hereto (each a “Transaction Notice”), confirming the agreed terms of such proposed Transaction. The time at which the Company issues a Transaction Notice shall be the “Notice Time” for that Transaction. If KCCI wishes such proposed Transaction to become a binding agreement between it and the Company, KCCI shall promptly indicate its acceptance thereof by countersigning and returning such Transaction Notice to the Company or sending a written notice to the Company (by any means permissible under Section 11 hereof) indicating its acceptance. The terms reflected in a Transaction Notice shall become binding on KCCI and the Company only if accepted by KCCI no later than the times specified in Section 2(b) below. Each Transaction Notice shall specify, among other things: (i) the Exchange Business Day on which the Remaining Shares subject to Buyer Agent and each Buyer requesting such Transaction are to be sold (the “Purchase Date”); (ii) the number of Remaining Shares that the Company agrees to sell (the “Specified Number of Shares”) on behalf such Purchase Date, which shall not exceed the greater of the Sellers that Buyers enter into Transactions with respect to each of the Seller Notes on a Monthly Date (or, if Sellers elect to terminate outstanding Transactions pursuant to Paragraph 3(c)(iii) twenty percent (20%) of the applicable Master Repurchase Agreement, trading volume in the Common Stock on the effective date of such termination) Exchange on a pro rata basis in accordance with each Buyer’s Undivided Funding Percentage. Such notice (i) shall be delivered to Buyer Agent and each Buyer not less than three (3) Business Days prior to the date of the proposed TransactionPurchase Date, or (ii) shall include fully-completed forms twenty percent (20%) of Confirmations the average daily trading volume in the Common Stock on the Exchange for such Transactions the ninety (excluding 90) Exchange Business Days preceding the terms thereof pertaining to Pricing Rate, Price Differential and Repurchase Price), and Purchase Date; and (iii) to the extent lowest price (if any) at which the proposed Purchase Date is a Monthly Date, Company shall be accompanied by copies of the Purchase Report and the Information Package required obligated to be delivered pursuant to the Securitization Facility Documents sell Remaining Shares in respect of the most recently completed Settlement Period prior to such proposed Purchase Date. For the avoidance of doubt, Transaction (A) no Transaction may be requested hereunder with respect to a Seller Note unless a corresponding Transaction is requested hereunder with respect to each other Seller Note, each of such proposed Transactions having the same proposed Purchase Date and same proposed Repurchase Date and (B) no outstanding Transaction with respect to a Seller Note may be terminated by a Seller pursuant to Paragraph 3(c)(ii) of the applicable Master Repurchase Agreement unless each other corresponding Transaction with respect to each other Seller Note is likewise terminated under each other Master Repurchase Agreement on the same effective date of termination“Floor Price”).

Transaction Notices. Seller Agent (a) The Company may, from time to time during the Facility Term, deliver propose to the Agent that they enter into an Agency Transaction or Principal Transaction to be executed on a written specified Exchange Business Day. If the Agent agrees to the terms of such proposed Transaction or if the Company and the Agent mutually agree to modified terms for such proposed Transaction, then the Agent shall promptly send to the Company a notice, substantially in the form attached hereto as of Exhibit A hereto (each, a “Transaction Notice”), confirming the agreed terms of such proposed Transaction. If the Company wishes such proposed Transaction to become a binding agreement between it and the Agent, the Company shall promptly indicate its acceptance thereof by countersigning and returning such Transaction Notice to the Agent or sending a written notice to the Agent (by any means permissible under Section 12 hereof) to Buyer indicating its acceptance. The terms reflected in a Transaction Notice shall become binding on the Agent and each Buyer requesting the Company only if accepted by the Company no later than the times specified in Section 3(b) below. Each Transaction Notice shall specify, among other things: (i) whether the Transaction is an Agency Transaction or a Principal Transaction; (ii) the Exchange Business Day on behalf which the Shares subject to such Agency or Principal Transaction are intended to be sold (the “Purchase Date”); (iii) the number of Shares that the Company intends to sell (the “Specified Number of Shares”) on such Purchase Date, which shall be no less than 5% and no more than 25% of the Sellers that Buyers enter into Transactions with respect to each average daily trading volume in the Common Stock on the Exchange for the thirty (30) Exchange Business Days preceding the date of delivery of the Seller Notes on a Monthly Date Transaction Notice; (or, if Sellers iv) whether the Company will grant the Agent the right to elect to terminate outstanding Transactions pursuant to Paragraph 3(c)(ii) of the applicable Master Repurchase Agreement, on the effective date of such termination) on a pro rata basis purchase additional Shares in accordance with each Buyer’s Undivided Funding Percentage. Such notice subsection (ic) below; (v) in the case of a purchase of Shares by the Agent acting as principal, whether the Agent shall have the option referred to in Section 3(c) below to increase the number of Shares to be sold by the Company and purchased by the Agent acting as principal on such Purchase Date; and (vi) the minimum price (if any) below which no sale of Shares shall be delivered to Buyer Agent and each Buyer not less than three made (3) Business Days prior to the date of the proposed Transaction, (ii) shall include fully-completed forms of Confirmations for such Transactions (excluding the terms thereof pertaining to Pricing Rate, Price Differential and Repurchase a “Floor Price”), and (iii) to the extent the proposed Purchase Date is a Monthly Date, shall be accompanied by copies of the Purchase Report and the Information Package required to be delivered pursuant to the Securitization Facility Documents in respect of the most recently completed Settlement Period prior to such proposed Purchase Date. For the avoidance of doubt, (A) no Transaction may be requested hereunder with respect to a Seller Note unless a corresponding Transaction is requested hereunder with respect to each other Seller Note, each of such proposed Transactions having the same proposed Purchase Date and same proposed Repurchase Date and (B) no outstanding Transaction with respect to a Seller Note may be terminated by a Seller pursuant to Paragraph 3(c)(ii) of the applicable Master Repurchase Agreement unless each other corresponding Transaction with respect to each other Seller Note is likewise terminated under each other Master Repurchase Agreement on the same effective date of termination.

Transaction Notices. Seller Agent (a) The Company may, from time to time during the Facility Term, deliver propose to the Agent that they enter into an Agency Transaction or Principal Transaction to be executed on a written specified Exchange Business Day. If the Agent agrees to the terms of such proposed Transaction or if the Company and the Agent mutually agree to modified terms for such proposed Transaction, then the Agent shall promptly send to the Company a notice, substantially in the form attached hereto as of Exhibit A hereto (each, a “Transaction Notice”), confirming the agreed terms of such proposed Transaction. If the Company wishes such proposed Transaction to become a binding agreement between it and the Agent, the Company shall promptly indicate its acceptance thereof by countersigning and returning such Transaction Notice to the Agent or sending a written notice to the Agent (by any means permissible under Section 12 hereof) indicating its acceptance; provided that the Agent may specify a time by which such acceptance must be received in order for the Agent to Buyer be bound thereby. The terms reflected in a Transaction Notice shall become binding on the Agent and each Buyer requesting on behalf the Company only if accepted by the Company. In the event of a conflict between the terms of this Agreement and the terms of a Transaction Notice, the terms of the Sellers Transaction Notice will control. Each Transaction Notice shall specify, among other things: (i) whether the Transaction is an Agency Transaction or a Principal Transaction; (ii) the Exchange Business Day on which the Shares subject to such Agency or Principal Transaction are intended to be sold (the “Purchase Date”); (iii) the minimum price, if any, at which Shares may be sold; (iv) unless otherwise agreed by the parties, the number of Shares that Buyers enter into Transactions the Company intends to sell (the “Specified Number of Shares”) on such Purchase Date, which shall be no more than 25% of the average daily trading volume in the Common Stock on the Exchange for the thirty (30) Exchange Business Days preceding the date of delivery of the Transaction Notice, except as otherwise agreed in writing by the Agent in its sole discretion; and (v) whether the Company will grant the Agent the right to elect to purchase additional Shares in accordance with subsection (c) below. A Transaction Notice shall not set forth a Specified Number of Shares that, when added to the aggregate number of Shares previously purchased and to be purchased pursuant to pending Transaction Notices (if any) hereunder, results in a total that exceeds the Maximum Number of Shares. The Company shall have responsibility for maintaining records with respect to each the aggregate principal amount of Shares sold, or for otherwise monitoring the availability of Shares for sale under the Registration Statement. The Company may propose only one Transaction and agree to only one Transaction Notice with respect to any Purchase Date. A Transaction Notice conforming to the foregoing requirements, once accepted by the Company, shall be irrevocable (unless otherwise specified in such Transaction Notice), and the Company shall be obligated to sell the Specified Number of Shares (subject to increase pursuant to paragraph (c) below) and the Agent shall be obligated, subject to the terms of and satisfaction of the Seller Notes on a Monthly Date conditions set forth in this Agreement and such Transaction Notice, including but not limited to Section 1(e), to (orx) in case of an Agency Transaction, if Sellers elect use its commercially reasonable efforts to terminate outstanding Transactions pursuant to Paragraph 3(c)(iisolicit offers for the Shares, and (y) in case of the applicable Master Repurchase AgreementPrincipal Transactions, on the effective date of purchase such termination) on a pro rata basis Shares in accordance with each Buyer’s Undivided Funding Percentagethe terms and conditions of this Agreement and such Transaction Notice. Such notice (i) Notwithstanding the foregoing, if the terms of any Agency or Principal Transaction contemplate that Shares shall be delivered sold on more than one Purchase Date, then the Company and the Agent shall mutually agree to Buyer Agent such additional terms and each Buyer not less than three (3) Business Days prior conditions as they deem necessary in respect of such multiple Purchase Dates, and such additional terms and conditions shall be set forth in the relevant Transaction Notice and be binding to the date of same extent as any other terms contained therein. (b) Unless otherwise specified in a Transaction Notice, the proposed Transaction, (ii) shall include fully-completed forms of Confirmations for such Transactions (excluding the terms thereof pertaining to Pricing Rate, Price Differential and Repurchase Price), and (iii) to the extent the proposed Purchase Date is a Monthly Date, shall be accompanied by copies of the Purchase Report and the Information Package required to be delivered pursuant to the Securitization Facility Documents in respect of the most recently completed Settlement Period Shares deliverable pursuant to any Transaction Notice shall be the Exchange Business Day next following the date on which such Transaction Notice is accepted if such acceptance occurs by 4:30 p.m. (New York time on such acceptance date); provided that if a Transaction Notice is accepted prior to 8:30 a.m. (New York time) on an Exchange Business Day (or by such proposed later time as the Agent may agree in its sole discretion), the Purchase Date in respect of such Shares shall be such date of acceptance. For Principal Transactions, the price per Share for the sale and purchase of any such Shares pursuant to this Agreement shall be the price per Share agreed upon between the Company and the Agent in the Transaction Notice, which price shall be based on the volume weighted average price of the Shares as reported by Bloomberg LP (the “Gross Sale Price”), less the Agent’s commission of 2.25% of the Gross Sale Price for all Shares sold and purchased as principal on such Purchase Date. For Agency Transactions, the avoidance commission shall be 2.25% of doubtthe Gross Sale Price. (c) If specified in a Transaction Notice for a Principal Transaction, the Agent will have the option to elect, by notice to the Company delivered not later than 4:30 p.m. (ANew York time) no on the relevant Purchase Date, to increase the number of Shares to be sold by the Company and purchased by the Agent acting as principal on such Purchase Date, provided that such number of Shares to be sold by the Company shall not exceed two times the Specified Number of Shares; and provided further that such number of Shares to be sold by the Company, when added to the aggregate number of Shares previously purchased and to be purchased pursuant to pending Transaction Notices (if any) hereunder, shall not exceed the Maximum Number of Shares. The Specified Number of Shares to be sold by the Company on any Purchase Date, as it may be requested hereunder with increased pursuant to this paragraph (c), is hereinafter referred to as the “Purchased Number of Shares” in respect of such Purchase Date. (d) Unless otherwise specified in a Transaction Notice, if the Purchased Number of Shares for any Purchase Date exceeds 50% of the total number of shares of Common Stock traded on the Exchange during regular trading hours on the Purchase Date, the Purchased Number of Shares shall be reduced to 50% of such total number of shares traded. (e) Payment of the purchase price for Shares sold by the Company on any Purchase Date pursuant to a Seller Note unless a corresponding Transaction is requested hereunder with respect Notice shall be made to each other Seller Note, each the Company by federal funds wire transfer to an account designated by the Company against delivery of such proposed Transactions having Shares to: (x) the same proposed accounts specified in writing by the Agent for sales made by the Agent acting as agent, or (y) the Agent through the facilities of the Depository Trust Company for purchase from the Company by the Agent acting as principal. Such payment and delivery shall be made at or about 10:00 a.m., local time in New York, New York, on the third Exchange Business Day following each Purchase Date (the “Closing Date”). If the Company fails for any reason to make timely delivery of such Shares, the Company shall indemnify the Agent and same proposed Repurchase Date its successors and (B) no outstanding Transaction with respect to assigns and hold them harmless from and against any loss, damage, expense, liability or claim that the Agent may incur as a Seller Note may be terminated by a Seller pursuant to Paragraph 3(c)(ii) result of the applicable Master Repurchase Agreement unless each other corresponding Transaction with respect to each other Seller Note is likewise terminated under each other Master Repurchase Agreement on the same effective date of terminationsuch failure.