Common use of Auction Procedures Clause in Contracts

Auction Procedures. This Exhibit J is intended to summarize certain basic terms of the modified Dutch auction procedures pursuant to and in accordance with the terms and conditions of Section 2.19 of the Term Loan Agreement dated as of July 13, 2016 (as amended, supplemented or otherwise modified as of the date hereof, the “Term Loan Agreement”), among Uber Technologies, the Lenders from time to time party thereto and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as Administrative Agent (the “Administrative Agent”). This Exhibit J is not intended to be a definitive statement of all of the terms and conditions of a modified Dutch auction, the definitive terms and conditions for which shall be set forth in the applicable offering document. None of the Administrative Agent, the Auction Manager, or any of their respective Affiliates makes any recommendation pursuant to any offering document as to whether or not any Lender should sell its Term Loans to a Purchasing Borrower Party pursuant to any offering documents, nor shall the decision by the Administrative Agent or the Auction Manager (or any of their respective Affiliates) in its capacity as a Lender to sell its Term Loans to a Purchasing Borrower Party be deemed to constitute such a recommendation. Each Lender should make its own decision as to whether to sell any of its Term Loans and as to the price to be sought for such Term Loans. In addition, each Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning each Auction Purchase Offer and the relevant offering documents. Capitalized terms not otherwise defined in this Exhibit J have the meanings assigned to them in the Term Loan Agreement.

Auction Procedures. This Exhibit J G-1 is intended to summarize certain basic terms of the modified reverse Dutch auction procedures pursuant to and in accordance with the terms and conditions of Section 2.19 9.04(f) of the Term Loan Agreement dated as Credit Agreement, of July 13, 2016 (as amended, supplemented or otherwise modified as of the date hereof, the “Term Loan Agreement”), among Uber Technologies, the Lenders from time to time party thereto and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as Administrative Agent (the “Administrative Agent”)which this Exhibit G-1 is a part. This Exhibit J It is not intended to be a definitive statement of all of the terms and conditions of a modified reverse Dutch auction, the definitive terms and conditions for which shall be set forth in the applicable offering document. None of the Administrative Agent, the Auction Manager, Manager or any of their respective Affiliates makes any recommendation pursuant to any offering document as to whether or not any Lender should sell its Term Loans to a Purchasing Borrower Party pursuant to any offering documents, nor shall the decision by the Administrative Agent or the Auction Manager (or any of their respective Affiliates) in its capacity as a Lender to sell its Term Loans to a Purchasing Borrower Party be deemed to constitute such a recommendation. Each Lender should make its own decision as to whether to sell any of its Term Loans and as to the price to be sought for such Term Loans. In addition, each Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning each Auction Purchase Offer and the relevant offering documents. Capitalized terms not otherwise defined in this Exhibit J G-1 have the meanings assigned to them in the Term Loan Credit Agreement.

Auction Procedures. This Exhibit J C is intended to summarize certain basic terms of the modified Dutch auction procedures pursuant to and in accordance with the terms and conditions of Section 2.19 2.24 of the Term Loan First Lien Credit Agreement dated as of July 13August 20, 2016 2013 (as amended, supplemented or otherwise modified as of the date hereof, the “Term Loan First Lien Credit Agreement”), among Uber TechnologiesTriNet HR Corporation, TriNet Group, Inc., the Lenders from time to time party thereto and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior FundingJPMorgan Chase Bank, Inc.N.A., as Administrative Agent (the “Administrative Agent”). This Exhibit J C is not intended to be a definitive statement of all of the terms and conditions of a modified Dutch auction, the definitive terms and conditions for which shall be set forth in the applicable offering document. None of the Administrative Agent, the Auction Manager, or any of their respective Affiliates makes any recommendation pursuant to any offering document as to whether or not any Lender should sell its Term Loans to a Purchasing Borrower Party pursuant to any offering documents, nor shall the decision by the Administrative Agent or the Auction Manager (or any of their respective Affiliates) in its capacity as a Lender to sell its Term Loans to a Purchasing Borrower Party be deemed to constitute such a recommendation. Each Lender should make its own decision as to whether to sell any of its Term Loans and as to the price to be sought for such Term Loans. In addition, each Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning each Auction Purchase Offer and the relevant offering documents. Capitalized terms not otherwise defined in this Exhibit J C have the meanings assigned to them in the Term Loan First Lien Credit Agreement.

Auction Procedures. This Exhibit J outline is intended to summarize certain basic terms of the modified procedures with respect to Dutch auction procedures Auctions pursuant to and in accordance with the terms and conditions of Section 2.19 9.04(f) of the Term Loan Credit Agreement dated as to which this Schedule 1.01C is attached. It is not intended to be a definitive list of July 13, 2016 (as amended, supplemented or otherwise modified as all of the date hereof, terms and conditions of a Dutch Auction and all such terms and conditions shall be set forth in the applicable auction procedures documentation set for each Dutch Auction (the “Term Loan AgreementOffer Documents”). None of the Administrative Agent, among Uber Technologies, the Lenders from time to time party thereto and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc.Inc. (or, as Administrative Agent if ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. declines to act in such capacity, an investment bank of recognized standing selected by the Borrower) (the “Administrative Agent”). This Exhibit J is not intended to be a definitive statement of all of the terms and conditions of a modified Dutch auction, the definitive terms and conditions for which shall be set forth in the applicable offering document. None of the Administrative Agent, the Auction Manager, ”) or any of their respective Affiliates makes any recommendation pursuant to any offering document the Offer Documents as to whether or not any Lender should sell by assignment any of its Term Loans pursuant to the Offer Documents (including, for the avoidance of doubt, by participating in the Dutch Auction as a Purchasing Lender) or whether or not the Borrower Party or any Restricted Subsidiary should purchase by assignment any Term Loans from any Lender pursuant to any offering documents, nor shall the decision by the Administrative Agent or the Auction Manager (or any of their respective Affiliates) in its capacity as a Lender to sell its Term Loans to a Purchasing Borrower Party be deemed to constitute such a recommendationDutch Auction. Each Lender should make its own decision as to whether to sell by assignment any of its Term Loans and, if so, the principal amount of and as to the price to be sought for such Term Loans. In addition, each Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning each any Dutch Auction Purchase Offer and the relevant offering documentsOffer Documents. Capitalized terms not otherwise defined in this Exhibit J Schedule 1.01C have the meanings assigned to them in the Term Loan Credit Agreement.

Auction Procedures. This Exhibit J is intended to summarize certain basic terms of the modified Dutch auction procedures pursuant to and in accordance with the terms and conditions of Section 2.19 of the Term Loan Agreement dated as of July 13April 4, 2016 2018 (as amended, supplemented or otherwise modified as of the date hereof, the “Term Loan Agreement”), among Uber Technologies, the Lenders from time to time party thereto and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc.Cortland Capital Market Services LLC, as Administrative Agent administrative agent (together with any successor administrative agent, the “Administrative Agent”). This Exhibit J is not intended to be a definitive statement of all of the terms and conditions of a modified Dutch auction, the definitive terms and conditions for which shall be set forth in the applicable offering document. None of the Administrative Agent, the Auction Manager, or any of their respective Affiliates makes any recommendation pursuant to any offering document as to whether or not any Lender should sell its Term Loans to a Purchasing Borrower Party pursuant to any offering documents, nor shall the decision by the Administrative Agent or the Auction Manager (or any of their respective Affiliates) in its capacity as a Lender to sell its Term Loans to a Purchasing Borrower Party be deemed to constitute such a recommendation. Each Lender should make its own decision as to whether to sell any of its Term Loans and as to the price to be sought for such Term Loans. In addition, each Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning each Auction Purchase Offer and the relevant offering documents. Capitalized terms not otherwise defined in this Exhibit J have the meanings assigned to them in the Term Loan Agreement.