Common use of Intercreditor Agreement Governs Clause in Contracts

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Pari Passu Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof, (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and each other intercreditor agreement or subordination agreement and any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and any other intercreditor agreement or subordination agreement that includes, or to amend the Pari Passu Intercreditor Agreement any then existing intercreditor agreement or subordination agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement is substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes and (B) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations).

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Pari Passu Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof, (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and each other intercreditor agreement or subordination agreement and any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and any other intercreditor agreement or subordination agreement that includes, or to amend the Pari Passu Intercreditor Agreement any then existing intercreditor agreement or subordination agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent”, as applicable applicable, or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement is substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes and (B) material changes implementing additional extensions thereto in light of credit permitted under this Agreementprevailing market conditions, which material changes shall be posted to the Lenders and, unless the Required Lenders shall have objected in writing to such changes within five Business Days after such posting, then the Required Lenders shall be deemed to have agreed that the Collateral Agent’s entering into such intercreditor agreement (with such changes) is reasonable and to have consented to such intercreditor agreement with such changes) and to the Collateral Agent’s execution thereof, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may be secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations).

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby The terms of this Indenture are subject to the Intercreditor Agreements. Each Holder, by its acceptance of a Security, (i) consents to the subordination of Liens provided for in the Intercreditor Agreements, (ii) agrees that it will be bound by and will take no actions contrary to the provisions of the Pari Passu Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof, Agreements and (biii) hereby authorizes and instructs the Administrative Agent Trustee to enter into the Intercreditor Agreements and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement Agreements as Noteholder Collateral Agent (as defined therein) and each other intercreditor agreement or subordination agreement and any other intercreditor agreement or subordination agreement entered into pursuant to bind such Holder to the terms hereof and to subject the Liens securing the Secured Obligations thereof, and, in each case, on behalf of such Holder. The foregoing provisions are intended as an inducement to the other lenders to the Issuer or any Guarantors acting as a secured party under the Intercreditor Agreements to extend credit and such lenders are intended third party beneficiaries of such provisions thereof and (c) hereby authorizes and instructs the Administrative Agent provisions of the Intercreditor Agreements. Pursuant to the authorization of each Holder, the Trustee and the Collateral Agent hereby agree to enter into Intercreditor Agreements substantially in the Pari Passu form attached hereto as Exhibit D from time to time upon the request of the Issuer, when accompanied by an Officers’ Certificate and Opinion of Counsel confirming compliance with all conditions precedent set forth herein. To the extent the provisions of this Indenture conflict or are inconsistent with the Intercreditor Agreement Agreements, each Holder (by accepting a Security), the Trustee and the Collateral Agent consents and agrees that the Intercreditor Agreements will control. (b) Notwithstanding anything to the contrary herein, in this Indenture or in any other intercreditor agreement Security Document or subordination agreement any ABL Document (as such term is defined in the ABL Intercreditor Agreement), the Issuer and the Guarantors shall not be required to act or refrain from acting (i) pursuant to this Indenture or any Security Document solely with respect to any ABL First Lien Collateral (as such term is defined in the ABL Intercreditor Agreement) in any manner that includeswould cause a default under any ABL Document, or (ii) pursuant to amend any ABL Document solely with respect to any Noteholder First Lien Collateral (as such term is defined in the Pari Passu ABL Intercreditor Agreement Agreement) in any then existing intercreditor agreement manner that would cause a default under this Indenture or subordination agreement to provide forany Security Document. For avoidance of doubt, and for the purposes of this paragraph only, the terms described in Security Document and ABL Document do not include the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this ABL Intercreditor Agreement; provided that in each case, such intercreditor agreement is substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes and (B) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations).

Intercreditor Agreement Governs. Each Lender Notwithstanding anything herein to the contrary, the Liens and security interests granted to the Administrative Agent, for the benefit of the Lenders, pursuant to this Agreement and the exercise of any right or remedy by the Administrative Agent (a) hereby agrees that it will be bound by and will take no actions contrary the Lenders hereunder, in each case, with respect to the Common Collateral and Liens securing the First Priority Obligations are subject to the provisions of the Pari Passu Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of the Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into pursuant and this Agreement with respect to the terms hereofCommon Collateral and Liens securing any First Priority Obligations, the provisions of the Intercreditor Agreement shall prevail. Notwithstanding anything herein to the contrary, prior to the First Priority Obligations Payment Date (b) hereby authorizes as defined in the Intercreditor Agreement), the requirements of this Agreement to deliver Collateral and instructs any certificates, instruments or other documents in relation thereto to the Administrative Agent shall be deemed satisfied by delivery of such Collateral and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and each other intercreditor agreement such certificates, instruments or subordination agreement and any other intercreditor agreement or subordination agreement entered into pursuant documents in relation thereto to the terms hereof First Priority Representative (as defined in the Intercreditor Agreement) (as bailee for the Administrative Agent). In furtherance of the foregoing, and to subject the Liens securing the Secured Obligations notwithstanding anything herein to the contrary, in the event the First Priority Representative enters into any amendment, waiver or consent in respect of any of the First Priority Security Documents (as defined in the Intercreditor Agreement) for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions thereof and (c) hereby authorizes and instructs of, any First Priority Security Document or changing in any manner the rights of any parties thereunder, in each case solely with respect to any Common Collateral, then such amendment, waiver or consent shall apply automatically to any comparable provision of this Agreement without the consent of or action by the Administrative Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and or any other intercreditor agreement or subordination agreement that includes, or to amend the Pari Passu Intercreditor Agreement any then existing intercreditor agreement or subordination agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this AgreementLender; provided that in each case(other than with respect to amendments, such intercreditor agreement is substantially consistent with the terms set forth on Exhibit K-1 modifications or K-2 annexed hereto together with (A) any immaterial changes and (B) changes implementing waivers that secure additional extensions of credit permitted under and add additional secured creditors and do not violate the express provisions of the Credit Agreement), (i) no such amendment, waiver or consent shall have the effect of releasing assets subject to the Lien of this Agreement, in each case in form except to the extent that a release of such Lien is permitted or required by Section 4.2 of the Intercreditor Agreement, and substance reasonably satisfactory to (ii) any such amendment, waiver or consent that materially and adversely affects the rights of the Administrative Agent and/or Collateral Agent or the Lenders and does not affect the First Priority Secured Parties (it being understood that junior Liens are as defined in the Intercreditor Agreement) in a like or similar manner shall not required apply to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to this Agreement without the Liens securing consent of the Obligations)Administrative Agent.

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS AGREEMENT AND THE OTHER SECURITY DOCUMENTS AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT AND THE OTHER PARTIES HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND/OR ANY REPLACEMENT INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND/OR ANY REPLACEMENT INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND/OR ANY REPLACEMENT INTERCREDITOR AGREEMENT, AS APPLICABLE, SHALL CONTROL. (b) The Agents and Lenders acknowledge and agree, on behalf of themselves and any Secured Party, that, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, until the termination of the Senior Notes Security Documents and the release of the Noteholder Collateral Agent’s Lien in such Collateral, the Loan Parties shall not be required to act or refrain from acting pursuant to this Agreement or any other Loan Document or with respect to any Collateral on which the Noteholder Collateral Agent has a Lien superior in priority to the Collateral Agent’s Lien thereon in any manner that would result in a default under the terms and provisions of the Senior Notes Collateral Agreement or any document governing the Senior Secured Notes. (c) Reference is made to the Intercreditor Agreement. Each Lender hereunder (i) consents to the subordination of Liens provided for in the Intercreditor Agreement and (ii) agrees that it will be bound by and will take no actions contrary to the provisions of the Pari Passu Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof, (b) hereby and authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Intercreditor Agreement as Collateral Agent and on behalf of such Lender. (d) In the event that, from time to time, Holdings, any Borrower or any Subsidiary incurs or intends to incur any Other Pari Passu Indebtedness or Permitted Refinancing Indebtedness that shall Refinance the Senior Secured Notes to be secured by a first Lien (subject to Permitted Liens) on all or part of the Collateral (other than the Revolving Facility First Lien Collateral) and/or a second Lien on all or part of the Revolving Facility First Lien Collateral (subject to Permitted Liens), and the existing Intercreditor Agreement is required to be replaced, amended or otherwise supplemented in order to effect appropriate intercreditor arrangements with the holders of such Other Pari Passu Indebtedness or Permitted Refinancing Indebtedness, then upon the request of Metals USA, the Collateral Agent shall, on behalf of itself and each the other Secured Parties, promptly enter into a replacement, amended or supplemented intercreditor agreement (each, a “Replacement Intercreditor Agreement”) with the holders of such Other Pari Passu Indebtedness or subordination agreement Permitted Refinancing Indebtedness or any Other Pari Passu Collateral Agent or collateral agent with respect to such Permitted Refinancing Indebtedness (and any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof Lenders hereby authorize and to subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and instruct the Collateral Agent to enter into any such Replacement Intercreditor Agreement) and other necessary parties, subject to satisfaction of the following conditions: (i) the incurrence of such Other Pari Passu Indebtedness or Permitted Refinancing Indebtedness shall be permitted hereunder and the Liens securing the same shall also be permitted hereunder (after giving effect to such Replacement Intercreditor Agreement); (ii) the terms of each Replacement Intercreditor Agreement shall be no less favorable to the Secured Parties, in any material respect, than the Intercreditor Agreement and shall otherwise be reasonably acceptable to the Collateral Agent; (iii) after giving effect to such incurrence of such other Pari Passu Indebtedness or Permitted Refinancing Indebtedness and the application of the proceeds thereof, no Event of Default shall exist; and (iv) the Collateral Agent shall have received a certificate from a Responsible Officer of Metals USA stating that all foregoing conditions precedent to the entry into any Replacement Intercreditor Agreement have been satisfied. Each Lender hereunder (i) consents to the subordination of Liens provided for in each Replacement Intercreditor Agreement and (ii) agrees that it will be bound by and will take no actions contrary to the provisions of any Replacement Intercreditor Agreement. The Agents and Lenders acknowledge and agree, on behalf of themselves and any Secured Party, that, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, until the termination of such Other Pari Passu Indebtedness or Permitted Refinancing Indebtedness and the release of all Liens on the Collateral granted to secure such Other Pari Passu Indebtedness or Permitted Refinancing Indebtedness, the Loan Parties shall not be required to act or refrain from acting pursuant to this Agreement or any other Loan Document or with respect to any Collateral on which such Other Pari Passu Collateral Agent or collateral agent with respect to such Permitted Refinancing Indebtedness has a Lien superior in priority to the Collateral Agent’s Lien thereon in any manner that would result in a default under the terms and provisions of any document governing such Other Pari Passu Indebtedness or Permitted Refinancing Indebtedness. (e) The foregoing provisions are intended as an inducement to the Lenders to extend credit and such Lenders are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement and any other intercreditor agreement or subordination agreement that includes, or to amend the Pari Passu Replacement Intercreditor Agreement any then existing intercreditor agreement or subordination agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement is substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes and (B) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations).

Intercreditor Agreement Governs. Each Lender The Administrative Agent, the Collateral Agent, each Lender, each Letter of Credit Issuer and Agent each other Secured Party hereby (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Pari Passu Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof, (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu any Acceptable Intercreditor Agreement and each other intercreditor agreement or subordination agreement and any other intercreditor intercreditor, subordination, collateral trust or similar agreement contemplated hereby with respect to any Indebtedness (A) that is required or subordination agreement entered into pursuant permitted to the terms hereof and be subordinated hereunder or pari passu with or senior to subject the Liens securing the Secured Obligations and/or secured by Xxxxx and (B) with respect to the provisions thereof which Indebtedness and/or Liens, this Agreement contemplates an intercreditor, subordination, collateral trust or similar agreement (any such other intercreditor, subordination, collateral trust and/or similar agreement, an “Additional Agreement”), (b) acknowledges that any Acceptable Intercreditor Agreement and any Additional Agreement is binding upon them, and (c) hereby agrees that it will be bound by, and will not take any action contrary to, the provisions of any Acceptable Intercreditor Agreement or any Additional Agreement and authorizes and instructs the Administrative Agent and the Collateral Agent to enter into any Additional Agreement (including any other Acceptable Intercreditor Agreement) and to subject the Pari Passu Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the Secured Parties to extend credit to the Borrowers, and the Secured Parties are intended third-party beneficiaries of such provisions and the provisions of any Acceptable Intercreditor Agreement and and/or any other intercreditor agreement or subordination agreement that includes, or to amend the Pari Passu Intercreditor Agreement any then existing intercreditor agreement or subordination agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Additional Agreement; provided that in each case, such intercreditor agreement is substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes and (B) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations).

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Pari Passu Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereofhereof (including the Second Lien Intercreditor Agreement), (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Second Lien Intercreditor Agreement and each other intercreditor agreement or subordination agreement and any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and any other intercreditor agreement or subordination agreement that includes, or to amend the Pari Passu Intercreditor Agreement any then existing intercreditor agreement or subordination agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement (other than the Second Lien Intercreditor Agreement) is substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes and (B) material changes implementing additional extensions thereto in light of credit permitted under this Agreementprevailing market conditions, which material changes shall be posted to the Lenders not less than ten (10) Business Days before execution thereof and, if the Required Lenders shall not have objected to such changes within ten (10) Business Days after posting, then the Required Lenders shall be deemed to have agreed that the Administrative Agent’s and/or Collateral Agent’s entry into such intercreditor agreement (with such changes) is reasonable and to have consented to such intercreditor agreement (with such changes) and to the Administrative Agent’s and/or Collateral Agent’s execution thereof, in each case case, in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations).

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Pari Passu Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof, (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and each other intercreditor agreement or subordination agreement and any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and any other intercreditor agreement or subordination agreement that includes, or to amend the Pari Passu Intercreditor Agreement any then existing intercreditor agreement or subordination agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Refinancing Debt” or “Permitted Second Priority Replacement Refinancing Debt” or other “First Lien Senior Secured Note” or the Collateral Administrative Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement is substantially consistent with the terms set forth on Exhibit K-1 I-1 or K-2 I-2 annexed hereto together with (A) any immaterial changes and (B) material changes implementing additional extensions thereto in light of credit permitted under this Agreementprevailing market conditions, in each case in form which material changes shall be posted to the Lenders not less than five (5) Business Days before execution thereof and, if the Required Lenders shall not have objected to such changes within five (5) Business Days after posting, then the Required Lenders shall be deemed to have agreed that the Administrative Agent’s entry into such intercreditor agreement (with such changes) is reasonable and substance reasonably satisfactory to have consented to such intercreditor agreement (with such changes) and to the Administrative Agent and/or Collateral Agent Agent’s execution thereof (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Secured Obligations).

Intercreditor Agreement Governs. Each Lender and the Administrative Agent (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Pari Passu Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof, (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and each other intercreditor agreement or subordination agreement and any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into any such intercreditor agreement (including any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such intercreditor agreements in connection with the incurrence by any Credit Party of any “Permitted Pari Passu Intercreditor Agreement and any other intercreditor agreement or subordination agreement that includes, or to amend the Pari Passu Intercreditor Agreement any then existing intercreditor agreement or subordination agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Lien Refinancing Debt” or “Permitted Second Junior Priority Replacement Lien Refinancing Debt” or other “First Lien Senior Secured NoteIncremental Notes” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided Agreement that in each case, such intercreditor agreement is substantially consistent with permitted to be secured by the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes Collateral pursuant to Sections 10.01 and (B) changes implementing additional extensions 10.04 of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory order to permit such Indebtedness to be secured by a valid, perfected Lien (with such pari passu or junior priority as may be designated by such Credit Party, to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liensextent such priority is permitted by the Credit Documents)), and that Indebtedness secured by junior to subject the Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior on the Collateral securing the Obligations to the Liens securing the Obligations)provisions thereof.

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby agrees that it will be bound by and will take no actions contrary Notwithstanding anything herein to the contrary, (i) the priority of the Liens and security interests granted to the Administrative Agent pursuant to this Agreement are expressly subject to the Existing Revolver Intercreditor Agreement and any other Intercreditor Agreement and (ii) the exercise of any right or remedy by the Administrative Agent hereunder is subject to the limitations and provisions of the Pari Passu Existing Revolver Intercreditor Agreement and any other intercreditor agreement or subordination agreement entered into pursuant Intercreditor Agreement. In the event of any conflict between the terms of any Intercreditor Agreement and the terms of this Agreement regarding the priority of the Liens and the security interests granted to the Administrative Agent or exercise of any rights or remedies by the Administrative Agent, the terms hereof, of such Intercreditor Agreement shall govern. (b) hereby authorizes Notwithstanding anything herein to the contrary, to the extent any Grantor is required hereunder to deliver Collateral to, or the possession or control by, the Administrative Agent for purposes of possession and/or “control” (as such term is used herein) and instructs is unable to do so as a result of having previously delivered such Collateral to another Authorized Representative (as defined in the Existing Revolver Intercreditor Agreement) in accordance with the terms of the Existing Revolver Intercreditor Agreement or another Intercreditor Agreement, such Grantor’s obligations hereunder with respect to such delivery shall be deemed complied with and satisfied by the delivery to such Authorized Representative (as defined in the Existing Revolver Intercreditor Agreement), as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority Secured Party (as defined in the Existing Revolver Intercreditor Agreement). (c) Any reference in this Agreement to a “first priority security interest” or words of similar effect in describing the security interests created hereunder shall be understood to refer to such priority subject to the claims of the Controlling Authorized Representative (as defined in the Existing Revolver Intercreditor Agreement) as provided in the Existing Revolver Intercreditor Agreement or any other Intercreditor Agreement. IN WITNESS WHEREOF, each Pledgor and the Administrative Agent have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first above written. UBER TECHNOLOGIES, INC., as the Borrower and a Pledgor By: Name: Title: CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent By: Name: Title: Registrations: Published Applications: Registrations: Published Applications: Registrations: Published Applications: This Securities Pledge Amendment, dated as of [ ], 20[ ], is delivered pursuant to Section 5.1 of the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”; capitalized terms used but not otherwise defined herein having the meanings assigned to such terms in the Security Agreement), dated as of April 4, 2018, made by UBER TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), the Guarantors from time to time party thereto and CORTLAND CAPITAL MARKET SERVICES LLC, as administrative agent (in such capacity and together with any successors in such capacity, the “Administrative Agent”) in connection with the Term Loan Agreement dated as of April 4, 2018 among the Borrower, the Administrative Agent and the Collateral Agent other parties thereto (as amended, amended and restated, supplemented or otherwise modified from time to enter into time). The undersigned hereby agrees that this Pledge Amendment may be attached to the Pari Passu Intercreditor Security Agreement and each other intercreditor agreement or subordination agreement that the Pledged Equity listed on this Pledge Amendment shall be deemed to be and any other intercreditor agreement or subordination agreement entered into pursuant shall become part of the Pledged Collateral and shall secure all Obligations. [NAME OF PLEDGOR], as Pledgor By: Name: Title: AGREED TO AND ACCEPTED: CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent By: Name: Title: [Date] Ladies and Gentlemen: Reference is made to the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”; capitalized terms hereof used but not otherwise defined herein having the meanings assigned to such terms in the Security Agreement), dated as of April 4, 2018, made by UBER TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), the Guarantors from time to time party thereto and to subject CORTLAND CAPITAL MARKET SERVICES LLC, as administrative agent (in such capacity and together with any successors in such capacity, the Liens securing “Administrative Agent”) in connection with the Secured Obligations to Term Loan Agreement dated as of April 4, 2018 among the provisions thereof and (c) hereby authorizes and instructs Borrower, the Administrative Agent and the Collateral Agent other parties thereto (as amended, amended and restated, supplemented or otherwise modified from time to enter into time). This Joinder Agreement supplements the Pari Passu Intercreditor Security Agreement and is delivered by the undersigned, [ ] (the “New Pledgor”), pursuant to Section 3.5 of the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it as a “Guarantor” and a “Loan Party” under the Credit Agreement to the same extent that it would have been bound if it had been a Guarantor and a Loan Party under the Credit Agreement on the execution date of the Credit Agreement. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Administrative Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral. The New Pledgor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement. Annexed hereto are supplements to each of the schedules to the Security Agreement with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement. This Joinder Agreement and any other intercreditor agreement amendments, waivers, consents or subordination agreement that includessupplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, or to amend the Pari Passu Intercreditor Agreement any then existing intercreditor agreement or subordination agreement to provide for, the terms described in the definition each of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement is substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes which when so executed and (B) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required delivered shall be deemed to be pari passu with other junior Liensan original, but all such counterparts together shall constitute one and that Indebtedness secured by junior Liens may secured by Liens that are pari passu withthe same agreement. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, or junior in priority toAND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, other Liens that are junior to the Liens securing the Obligations)THE LAW OF THE STATE OF NEW YORK.

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby The terms of this Indenture are subject to the Intercreditor Agreements. Each Holder, by its acceptance of a Security, (i) consents to the subordination of Liens provided for in the Intercreditor Agreements, (ii) agrees that it will be bound by and will take no actions contrary to the provisions of the Pari Passu Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof, Agreements and (biii) hereby authorizes and instructs the Administrative Agent Trustee to enter into the Intercreditor Agreements and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement Agreements as Noteholder Collateral Agent (as defined therein) and each other intercreditor agreement or subordination agreement and any other intercreditor agreement or subordination agreement entered into pursuant to bind such Holder to the terms hereof and to subject the Liens securing the Secured Obligations thereof, and, in each case, on behalf of such Holder. The foregoing provisions are intended as an inducement to the other lenders to the Issuer or any Guarantors acting as a secured party under the Intercreditor Agreements to extend credit and such lenders are intended third party beneficiaries of such provisions thereof and (c) hereby authorizes and instructs the Administrative Agent provisions of the Intercreditor Agreements. Pursuant to the authorization of each Holder, the Trustee and the Collateral Agent hereby agree to enter into Intercreditor Agreements substantially in the Pari Passu form of Exhibit D from time to time upon the request of the Issuer, when accompanied by an Officer’s Certificate and Opinion of Counsel confirming compliance with all conditions precedent set forth herein. To the extent the provisions of this Indenture conflict or are inconsistent with the Intercreditor Agreement Agreements, each Holder (by accepting a Security), the Trustee and the Collateral Agent consents and agrees that the Intercreditor Agreements will control. (b) Notwithstanding anything to the contrary herein, in this Indenture or in any other intercreditor agreement Security Document or subordination agreement any ABL Document (as such term is defined in the Intercreditor Agreements), the Issuer and the Guarantors shall not be required to act or refrain from acting (i) pursuant to this Indenture or any Security Document solely with respect to any ABL Collateral in any manner that includeswould cause a default under any ABL Document, or (ii) pursuant to amend any ABL Document solely with respect to any Noteholder First Lien Collateral in any manner that would cause a default under this Indenture or any Security Document. For avoidance of doubt, and for the Pari Passu Intercreditor Agreement any then existing intercreditor agreement or subordination agreement to provide forpurposes of this paragraph only, the terms described in Security Document and ABL Document do not include the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement is substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes and (B) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations)Intercreditor Agreements.

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Pari Passu Intercreditor Agreement and any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof, (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and each other intercreditor agreement or subordination agreement and any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and any other intercreditor agreement or subordination agreement that includes, or to amend the Pari Passu Intercreditor Agreement any then existing intercreditor agreement or subordination agreement (including the Intercreditor Agreement) to provide for, the terms described in the definition of the terms “Permitted First Lien Priority Replacement Debt” or “Permitted Second Lien Priority Replacement Debt” or other “First Lien Senior Secured Note” or “Subordinated Debt” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement is substantially consistent with the terms set forth on Exhibit K-1 L-1 or K-2 L-2 annexed hereto together with hereto, as applicable, or otherwise not materially less favorable (Ataken as a whole) any immaterial changes and (B) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent Lenders (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations).

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby The terms of this Indenture are subject to the Intercreditor Agreements. Each Holder, by its acceptance of a Security, (i) consents to the subordination of Liens provided for in the Intercreditor Agreements, (ii) agrees that it will be bound by and will take no actions contrary to the provisions of the Pari Passu Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof, Agreements and (biii) hereby authorizes and instructs the Administrative Agent Trustee to enter into the Intercreditor Agreements and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement Agreements as Noteholder Collateral Agent (as defined therein) and each other intercreditor agreement or subordination agreement and any other intercreditor agreement or subordination agreement entered into pursuant to bind such Holder to the terms hereof and to subject the Liens securing the Secured Obligations thereof, and, in each case, on behalf of such Holder. The foregoing provisions are intended as an inducement to the other lenders to the Issuer or any Guarantors acting as a secured party under the Intercreditor Agreements to extend credit and such lenders are intended third party beneficiaries of such provisions thereof and (c) hereby authorizes and instructs the Administrative Agent provisions of the Intercreditor Agreements. Pursuant to the authorization of each Holder, the Trustee and the Collateral Agent hereby agree to enter into Intercreditor Agreements substantially in the Pari Passu form attached hereto as Exhibit D from time to time upon the request of the Issuer, when accompanied by an Officers’ Certificate and Opinion of Counsel confirming compliance with all conditions precedent set forth herein. To the extent the provisions of this Indenture conflict or are inconsistent with the Intercreditor Agreement Agreements, each Holder (by accepting a Security), the Trustee and the Collateral Agent consents and agrees that the Intercreditor Agreements will control. (b) Notwithstanding anything to the contrary herein, in this Indenture or in any other intercreditor agreement Security Document or subordination agreement any ABL Document (as such term is defined in the Intercreditor Agreements), the Issuer and the Guarantors shall not be required to act or refrain from acting (i) pursuant to this Indenture or any Security Document solely with respect to any ABL First Lien Collateral (as such term is defined in the Intercreditor Agreements) in any manner that includeswould cause a default under any ABL Document, or (ii) pursuant to amend any ABL Document solely with respect to any Noteholder First Lien Collateral (as such term is defined in the Pari Passu Intercreditor Agreement Agreements) in any then existing intercreditor agreement manner that would cause a default under this Indenture or subordination agreement to provide forany Security Document. For avoidance of doubt, and for the purposes of this paragraph only, the terms described in Security Document and ABL Document do not include the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement is substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes and (B) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations)Intercreditor Agreements.

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby agrees that it will be bound by and will take no actions contrary Notwithstanding anything herein to the provisions contrary, (i) the priority of the Pari Passu Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into pursuant Liens and security interests granted to the terms hereof, (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and each other intercreditor agreement or subordination agreement and any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof and to this Agreement are expressly subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Existing Revolver Intercreditor Agreement and any other intercreditor agreement or subordination agreement that includes, or to amend the Pari Passu Intercreditor Agreement and (ii) the exercise of any then existing intercreditor agreement right or subordination agreement remedy by the Administrative Agent hereunder is subject to provide for, the limitations and provisions of the Existing Revolver Intercreditor Agreement and any other Intercreditor Agreement. In the event of any conflict between the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by any Intercreditor Agreement and the terms of this Agreement; provided that in each case, such intercreditor agreement is substantially consistent with Agreement regarding the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes priority of the Liens and (B) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory the security interests granted to the Administrative Agent and/or or exercise of any rights or remedies by the Administrative Agent, the terms of such Intercreditor Agreement shall govern. (b) Notwithstanding anything herein to the contrary, to the extent any Grantor is required hereunder to deliver Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu withto, or junior the possession or control by, the Administrative Agent for purposes of possession and/or “control” (as such term is used herein) and is unable to do so as a result of having previously delivered such Collateral to another Authorized Representative (as defined in the Existing Revolver Intercreditor Agreement) in accordance with the terms of the Existing Revolver Intercreditor Agreement or another Intercreditor Agreement, such Grantor’s obligations hereunder with respect to such delivery shall be deemed complied with and satisfied by the delivery to such Authorized Representative (as defined in the Existing Revolver Intercreditor Agreement), as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority Secured Party (as defined in the Existing Revolver Intercreditor Agreement). (c) Any reference in this Agreement to a “first priority to, other Liens that are junior security interest” or words of similar effect in describing the security interests created hereunder shall be understood to refer to such priority subject to the Liens securing claims of the Obligations)Controlling Authorized Representative (as defined in the Existing Revolver Intercreditor Agreement) as provided in the Existing Revolver Intercreditor Agreement or any other Intercreditor Agreement.

Intercreditor Agreement Governs. Each Lender Notwithstanding anything herein to the contrary, this Agreement, the Liens and security interests granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent (a) hereby agrees that it will be bound by and will take no actions contrary the other Secured Parties hereunder, in each case, with respect to the Revolving Priority Collateral and Revolving Liens are subject to the provisions of the Pari Passu Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of the Intercreditor Agreement and this Agreement with respect to the Revolving Priority Collateral and Revolving Liens, the provisions of the Intercreditor Agreement shall prevail. Notwithstanding anything to the contrary contained in this Agreement or the Loan Documents, but subject to the Intercreditor Agreement in all respects, until the Discharge of Revolving Obligations (as defined in the Intercreditor Agreement): (i) any other intercreditor agreement covenant hereunder or subordination agreement entered into under the Term Loan Agreement requiring (or any representation or warranty hereunder or under the Term Loan Agreement to the extent it would have the effect of requiring) the delivery and/or arrangement for possession of Collateral that constitutes Revolving Priority Collateral or delivery and/or arrangement for control of any certificated securities that constitute Revolving Priority Collateral to or with the Revolving Agent shall be deemed satisfied or complied with (or in the case of any representation or warranty, shall be deemed to be true and correct) if such delivery and/or arrangement for possession of Collateral that constitutes Revolving Priority Collateral is made to, or such control of certificated securities is with the Revolving Agent pursuant to the terms hereofRevolving Loan Documents; (ii) any covenant hereunder or under the Term Loan Agreement requiring (or any representation or warranty hereunder or under the Term Loan Agreement to the extent it would have the effect of requiring ) the payment or other transfer of Collateral that constitutes Revolving Priority Collateral to the Collateral Agent shall be deemed to have been satisfied (or, in the case of any representation or warranty, shall be deemed to be true and correct) if such payment or transfer shall have been made to the Revolving Agent; (biii) hereby authorizes any covenant hereunder or under the Term Loan Agreement requiring (or any representation or warranty hereunder or under the Term Loan Agreement to the extent it would have the effect of requiring) the endorsement of any Collateral that constitutes Revolving Priority Collateral or related document to the Collateral Agent shall be deemed to have been satisfied (or, in the case of any representation or warranty, shall be deemed to be true and instructs correct) if such endorsement shall have been made to the Administrative Revolving Collateral Agent; and (iv) any covenant requiring that a Grantor receive and/or hold any Collateral that constitutes Revolving Priority Collateral in trust for the benefit of the Collateral Agent shall be deemed to have been satisfied to the extent that such Grantor receives or holds (as applicable) such Collateral in trust for the benefit of the Revolving Collateral Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and each other intercreditor agreement or subordination agreement and any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and any other intercreditor agreement or subordination agreement that includes, or to amend the Pari Passu Intercreditor Agreement any then existing intercreditor agreement or subordination agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement is substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes and (B) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations).

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby agrees that it will be bound by and will take no actions contrary Notwithstanding anything herein to the contrary, (i) the priority of the Liens and security interests granted to the Administrative Agent pursuant to this Agreement are expressly subject to the Revolver Intercreditor Agreement and any other Intercreditor Agreement and (ii) the exercise of any right or remedy by the Administrative Agent hereunder is subject to the limitations and provisions of the Pari Passu Revolver Intercreditor Agreement and any other intercreditor agreement or subordination agreement entered into pursuant Intercreditor Agreement. In the event of any conflict between the terms of any Intercreditor Agreement and the terms of this Agreement regarding the priority of the Liens and the security interests granted to the Administrative Agent or exercise of any rights or remedies by the Administrative Agent, the terms hereof, of such Intercreditor Agreement shall govern. (b) hereby authorizes Notwithstanding anything herein to the contrary, to the extent any Grantor is required hereunder to deliver Collateral to, or the possession or control by, the Administrative Agent for purposes of possession and/or “control” (as such term is used herein) and instructs is unable to do so as a result of having previously delivered such Collateral to another Authorized Representative (as defined in the Revolver Intercreditor Agreement) in accordance with the terms of the Revolver Intercreditor Agreement or another Intercreditor Agreement, such Grantor’s obligations hereunder with respect to such delivery shall be deemed complied with and satisfied by the delivery to such Authorized Representative (as defined in the Revolver Intercreditor Agreement), as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority Secured Party (as defined in the Revolver Intercreditor Agreement). (c) Any reference in this Agreement to a “first priority security interest” or words of similar effect in describing the security interests created hereunder shall be understood to refer to such priority subject to the claims of the Controlling Authorized Representative (as defined in the Revolver Intercreditor Agreement) as provided in the Revolver Intercreditor Agreement or any other Intercreditor Agreement. IN WITNESS WHEREOF, each Pledgor and the Administrative Agent have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first above written. UBER TECHNOLOGIES, INC., as the Borrower and a Pledgor By: Name: Title: XXXXXX XXXXXXX SENIOR FUNDING, INC., as Administrative Agent By: Name: Title: Registrations: Published Applications: Registrations: Published Applications: Registrations: Published Applications: This Securities Pledge Amendment, dated as of [____], 20[__], is delivered pursuant to Section 5.1 of the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”; capitalized terms used but not otherwise defined herein having the meanings assigned to such terms in the Security Agreement), dated as of July 13, 2016, made by UBER TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), the Guarantors from time to time party thereto and XXXXXX XXXXXXX SENIOR FUNDING, INC., as administrative agent (in such capacity and together with any successors in such capacity, the “Administrative Agent”) in connection with the Term Loan Agreement dated as of July 13, 2016 among the Borrower, the Administrative Agent and the Collateral Agent other parties thereto (as amended, amended and restated, supplemented or otherwise modified from time to enter into time). The undersigned hereby agrees that this Pledge Amendment may be attached to the Pari Passu Intercreditor Security Agreement and each other intercreditor agreement or subordination agreement that the Pledged Equity listed on this Pledge Amendment shall be deemed to be and any other intercreditor agreement or subordination agreement entered into pursuant shall become part of the Pledged Collateral and shall secure all Obligations. [NAME OF PLEDGOR], as Pledgor By: Name: Title: AGREED TO AND ACCEPTED: XXXXXX XXXXXXX SENIOR FUNDING, INC., as Administrative Agent By: Name: Title: [Date] Ladies and Gentlemen: Reference is made to the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”; capitalized terms hereof used but not otherwise defined herein having the meanings assigned to such terms in the Security Agreement), dated as of July 13, 2016, made by UBER TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), the Guarantors from time to time party thereto and to subject XXXXXX XXXXXXX SENIOR FUNDING, INC., as administrative agent (in such capacity and together with any successors in such capacity, the Liens securing “Administrative Agent”) in connection with the Secured Obligations to Term Loan Agreement dated as of July 13, 2016 among the provisions thereof and (c) hereby authorizes and instructs Borrower, the Administrative Agent and the Collateral Agent other parties thereto (as amended, amended and restated, supplemented or otherwise modified from time to enter into time). This Joinder Agreement supplements the Pari Passu Intercreditor Security Agreement and is delivered by the undersigned, [ ] (the “New Pledgor”), pursuant to Section 3.5 of the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it as a “Guarantor” and a “Loan Party” under the Credit Agreement to the same extent that it would have been bound if it had been a Guarantor and a Loan Party under the Credit Agreement on the execution date of the Credit Agreement. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Administrative Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral. The New Pledgor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement. Annexed hereto are supplements to each of the schedules to the Security Agreement with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement. This Joinder Agreement and any other intercreditor agreement amendments, waivers, consents or subordination agreement that includessupplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, or to amend the Pari Passu Intercreditor Agreement any then existing intercreditor agreement or subordination agreement to provide for, the terms described in the definition each of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement is substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes which when so executed and (B) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required delivered shall be deemed to be pari passu with other junior Liensan original, but all such counterparts together shall constitute one and that Indebtedness secured by junior Liens may secured by Liens that are pari passu withthe same agreement. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, or junior in priority toAND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, other Liens that are junior to the Liens securing the Obligations)THE LAW OF THE STATE OF NEW YORK.

Intercreditor Agreement Governs. Each Lender Notwithstanding anything herein to the contrary, this Agreement, the Liens and security interests granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent (a) hereby agrees that it will be bound by and will take no actions contrary the other Secured Parties hereunder, in each case, with respect to the Revolving Priority Collateral and Revolving Liens are subject to the provisions of the Pari Passu Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of the Intercreditor Agreement and this Agreement with respect to the Revolving Priority Collateral and Revolving Liens, the provisions of the Intercreditor Agreement shall prevail. Notwithstanding anything to the contrary contained in this Agreement or the Loan Documents, but subject to the Intercreditor Agreement in all respects, until the Discharge of Revolving Obligations (as defined in the Intercreditor Agreement): (i) any other intercreditor agreement covenant hereunder or subordination agreement entered into under the Term Loan Agreement requiring (or any representation or warranty hereunder or under the Term Loan Agreement to the extent it would have the effect of requiring) the delivery and/or arrangement for possession of Collateral that constitutes Revolving Priority Collateral or delivery and/or arrangement for control of any certificated securities that constitute Revolving Priority Collateral to or with the Revolving Agent shall be deemed satisfied or complied with (or in the case of any representation or warranty, shall be deemed to be true and correct) if such delivery and/or arrangement for possession of Collateral that constitutes Revolving Priority Collateral is made to, or such control of certificated securities is with the Revolving Agent pursuant to the terms hereofRevolving Loan Documents; (ii) any covenant hereunder or under the Term Loan Agreement requiring (or any representation or warranty hereunder or under the Term Loan Agreement to the extent it would have the effect of requiring ) the payment or other transfer of Collateral that constitutes Revolving Priority Collateral to the Collateral Agent shall be deemed to have been satisfied (or, in the case of any representation or warranty, shall be deemed to be true and correct) if such payment or transfer shall have been made to the Revolving Agent; (biii) hereby authorizes any covenant hereunder or under the Term Loan Agreement requiring (or any representation or warranty hereunder or under the Term Loan Agreement to the extent it would have the effect of requiring) the endorsement of any Collateral that constitutes Revolving Priority Collateral or related document to the Collateral Agent shall be deemed to have been satisfied (or, in the case of any representation or warranty, shall be deemed to be true and instructs correct) if such endorsement shall have been made to the Administrative Revolving Collateral Agent; and (iv) any covenant requiring that a Grantor receive and/or hold any Collateral that constitutes Revolving Priority Collateral in trust for the benefit of the Collateral Agent shall be deemed to have been satisfied to the extent that such Grantor receives or holds (as applicable) such Collateral in trust for the benefit of the Revolving Collateral Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and each other intercreditor agreement or subordination agreement and any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and any other intercreditor agreement or subordination agreement that includes, or to amend the Pari Passu Intercreditor Agreement any then existing intercreditor agreement or subordination agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement is substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes and (B) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations).. [Signature Pages Follow]

Intercreditor Agreement Governs. Each Lender The Administrative Agent, the Collateral Agent, each Lender, each Letter of Credit Issuer and Agent each other Secured Party hereby (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Pari Passu Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof, (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu any Acceptable Intercreditor Agreement and each other intercreditor agreement or subordination agreement and any other intercreditor intercreditor, subordination, collateral trust or similar agreement contemplated hereby with respect to any Indebtedness (A) that is required or subordination agreement entered into pursuant permitted to the terms hereof and be subordinated hereunder or pari passu with or senior to subject the Liens securing the Secured Obligations and/or secured by Liens and (B) with respect to the provisions thereof which Indebtedness and/or Liens, this Agreement contemplates an intercreditor, subordination, collateral trust or similar agreement (any such other intercreditor, subordination, collateral trust and/or similar agreement, an “Additional Agreement”), (b) acknowledges that any Acceptable Intercreditor Agreement and any Additional Agreement is binding upon them, and (c) hereby agrees that it will be bound by, and will not take any action contrary to, the provisions of any Acceptable Intercreditor Agreement or any Additional Agreement and authorizes and instructs the Administrative Agent and the Collateral Agent to enter into any Additional Agreement (including any other Acceptable Intercreditor Agreement) and to subject the Pari Passu Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the Secured Parties to extend credit to the Borrowers, and the Secured Parties are intended third-party beneficiaries of such provisions and the provisions of any Acceptable Intercreditor Agreement and and/or any other intercreditor agreement or subordination agreement that includes, or to amend the Pari Passu Intercreditor Agreement any then existing intercreditor agreement or subordination agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Additional Agreement; provided that in each case, such intercreditor agreement is substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes and (B) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations).

Intercreditor Agreement Governs. Each Lender and Agent Purchaser (a) and each Agent hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Pari Passu Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereofhereof (including the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement), (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu First Lien Intercreditor Agreement and each other intercreditor agreement or subordination agreement the Second Lien Intercreditor Agreement Joinder, as applicable, and any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof hereof, binding the Purchasers to the terms thereof and to subject subjecting the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and any other intercreditor agreement or subordination agreement that includes, or to amend the Pari Passu Intercreditor Agreement any then existing intercreditor agreement or subordination agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreementagreement; provided that in each case, such intercreditor agreement is substantially consistent with the terms set forth on Exhibit K-1 First Lien Intercreditor Agreement or K-2 annexed hereto the Second Lien Intercreditor Agreement, as applicable, together with (A) any immaterial changes and (B) material changes implementing additional extensions thereto in light of credit permitted under this Agreementprevailing market conditions, in each case in form which material changes shall be posted to the Purchasers not less than ten (10) Business Days before execution thereof and, if the Required Purchasers shall not have objected to such changes within ten (10) Business Days after posting, then the Required Purchasers shall be deemed to have agreed that the Administrative Agent’s and/or Collateral Agent’s entry into such intercreditor agreement (with such changes) is reasonable and substance reasonably satisfactory to have consented to such intercreditor agreement (with such changes) and to the Administrative Agent Agent’s and/or Collateral Agent Agent’s execution thereof (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations).

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby agrees that it will be bound by and will take no actions contrary Notwithstanding anything herein to the provisions contrary, (i) the priority of the Pari Passu Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into pursuant Liens and security interests granted to the terms hereof, (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and each other intercreditor agreement or subordination agreement and any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof and to this Agreement are expressly subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Term Loan Intercreditor Agreement and any other intercreditor agreement or subordination agreement that includes, or to amend the Pari Passu Intercreditor Agreement and (ii) the exercise of any then existing intercreditor agreement right or subordination agreement remedy by the Administrative Agent hereunder is subject to provide for, the limitations and provisions of the Term Loan Intercreditor Agreement and any other Intercreditor Agreement. In the event of any conflict between the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by any Intercreditor Agreement and the terms of this Agreement; provided that in each case, such intercreditor agreement is substantially consistent with Agreement regarding the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes priority of the Liens and (B) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory the security interests granted to the Administrative Agent and/or or exercise of any rights or remedies by the Administrative Agent, the terms of such Intercreditor Agreement shall govern. (b) Notwithstanding anything herein to the contrary, to the extent any Grantor is required hereunder to deliver Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu withto, or junior the possession or control by, the Administrative Agent for purposes of possession and/or “control” (as such term is used herein) and is unable to do so as a result of having previously delivered such Collateral to another Authorized Representative (as defined in the Term Loan Intercreditor Agreement) in accordance with the terms of the Term Loan Intercreditor Agreement or another Intercreditor Agreement, such Grantor’s obligations hereunder with respect to such delivery shall be deemed complied with and satisfied by the delivery to such Authorized Representative (as defined in the Term Loan Intercreditor Agreement), as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority Secured Party (as defined in the Term Loan Intercreditor Agreement). (c) Any reference in this Agreement to a “first priority to, other Liens that are junior security interest” or words of similar effect in describing the security interests created hereunder shall be understood to refer to such priority subject to the Liens securing claims of the Obligations)Controlling Authorized Representative (as defined in the Term Loan Intercreditor Agreement) as provided in the Term Loan Intercreditor Agreement or any other Intercreditor Agreement.

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby agrees that it will be bound by and will take no actions contrary Notwithstanding anything herein to the provisions contrary, (i) the priority of the Pari Passu Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into pursuant Liens and security interests granted to the terms hereof, (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and each other intercreditor agreement or subordination agreement and any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof and to this Agreement are expressly subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Existing Revolver Intercreditor Agreement and any other intercreditor agreement or subordination agreement that includes, or to amend the Pari Passu Intercreditor Agreement and (ii) the exercise of any then existing intercreditor agreement right or subordination agreement remedy by the Administrative Agent hereunder is subject to provide for, the limitations and provisions of the Existing Revolver Intercreditor Agreement and any other Intercreditor Agreement. In the event of any conflict between the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by any Intercreditor Agreement and the terms of this Agreement; provided that in each case, such intercreditor agreement is substantially consistent with Agreement regarding the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes priority of the Liens and (B) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory the security interests granted to the Administrative Agent and/or or exercise of any rights or remedies by the Administrative Agent, the terms of such Intercreditor Agreement shall govern. (b) Notwithstanding anything herein to the contrary, to the extent any Grantor is required hereunder to deliver Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu withto, or junior the possession or control by, the Administrative Agent for purposes of possession and/or “control” (as such term is used herein) and is unable to do so as a result of having previously delivered such Collateral to another Authorized Representative (as defined in priority tothe Existing Revolver Intercreditor Agreement) in accordance with the terms of the Existing Revolver Intercreditor Agreement or another Intercreditor Agreement, such Grantor’s obligations hereunder with respect to such delivery shall be deemed complied with and satisfied by the delivery to such Authorized Representative (as defined in the Existing Revolver Intercreditor Agreement), as gratuitous bailee and/or gratuitous agent for the benefit of each other Liens that are junior to First-Priority Secured Party (as defined in the Liens securing the ObligationsExisting Revolver Intercreditor Agreement).

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS AGREEMENT AND THE OTHER SECURITY DOCUMENTS AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT AND THE OTHER PARTIES HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL CONTROL (b) The Agents and Lenders acknowledge and agree, on behalf of themselves and any Secured Party, that, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, until the termination of the Senior Notes Security Documents and the release of the Noteholder Collateral Agent’s Lien in such Collateral, the Loan Parties shall not be required to act or refrain from acting pursuant to this Agreement or any other Loan Document or with respect to any Collateral on which the Noteholder Collateral Agent has a Lien superior in priority to the Collateral Agent’s Lien thereon in any manner that would result in a default under the terms and provisions of the Senior Notes Collateral Agreement or any document governing the Senior Secured Notes. (c) Reference is made to the Intercreditor Agreement. Each Lender hereunder (a) consents to the subordination of Liens provided for in the Intercreditor Agreement, (b) agrees that it will be bound by and will take no actions contrary to the provisions of the Pari Passu Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof, and (bc) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement as Collateral Agent and each other intercreditor agreement or subordination agreement and any other intercreditor agreement or subordination agreement entered into pursuant on behalf of such Lender. The foregoing provisions are intended as an inducement to the terms hereof Lenders to extend credit and to subject the Liens securing the Secured Obligations to such Lenders are intended third party beneficiaries of such provisions and the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and any other intercreditor agreement or subordination agreement that includes, or to amend the Pari Passu Intercreditor Agreement any then existing intercreditor agreement or subordination agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Intercreditor Agreement; provided that in each case, such intercreditor agreement is substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes and (B) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations).

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby The terms of this Indenture are subject to the Intercreditor Agreements. Each Holder, by its acceptance of a Security, (i) consents to the subordination of Liens provided for in the Intercreditor Agreements, (ii) agrees that it will be bound by and will take no actions contrary to the provisions of the Pari Passu Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof, Agreements and (biii) hereby authorizes and instructs the Administrative Agent Trustee to enter into the Intercreditor Agreements and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement Agreements as Noteholder Collateral Agent (as defined therein) and each other intercreditor agreement or subordination agreement and any other intercreditor agreement or subordination agreement entered into pursuant to bind such Holder to the terms hereof and to subject the Liens securing the Secured Obligations thereof, and, in each case, on behalf of such Holder. The foregoing provisions are intended as an inducement to the other lenders to the Issuer or any Guarantors acting as a secured party under the Intercreditor Agreements to extend credit and such lenders are intended third party beneficiaries of such provisions thereof and (c) hereby authorizes and instructs the Administrative Agent provisions of the Intercreditor Agreements. Pursuant to the authorization of each Holder, the Trustee and the Collateral Agent hereby agree to enter into Intercreditor Agreements substantially in the Pari Passu form attached hereto as Exhibit D from time to time upon the request of the Issuer, when accompanied by an Officers’ Certificate and Opinion of Counsel confirming compliance with all conditions precedent set forth herein. To the extent the provisions of this Indenture conflict or are inconsistent with the Intercreditor Agreement Agreements, each Holder (by accepting a Security), the Trustee and the Collateral Agent consents and agrees that the Intercreditor Agreements will control. (b) Notwithstanding anything to the contrary herein, in this Indenture or in any other intercreditor agreement Security Document or subordination agreement any ABL Document (as such term is defined in the Intercreditor Agreements), the Issuer and the Guarantors shall not be required to act or refrain from acting (i) pursuant to this Indenture or any Security Document solely with respect to any ABL Collateral in any manner that includeswould cause a default under any ABL Document, or (ii) pursuant to amend any ABL Document solely with respect to any Noteholder First Lien Collateral in any manner that would cause a default under this Indenture or any Security Document. For avoidance of doubt, and for the Pari Passu Intercreditor Agreement any then existing intercreditor agreement or subordination agreement to provide forpurposes of this paragraph only, the terms described in Security Document and ABL Document do not include the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement is substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes and (B) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations)Intercreditor Agreements.

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby agrees that it will be bound by and will take no actions contrary Notwithstanding anything herein to the contrary, (i) the priority of the Liens and security interests granted to the Administrative Agent pursuant to this Agreement are expressly subject to the Term Loan Intercreditor Agreement and any other Intercreditor Agreement and (ii) the exercise of any right or remedy by the Administrative Agent hereunder is subject to the limitations and provisions of the Pari Passu Term Loan Intercreditor Agreement and any other intercreditor agreement or subordination agreement entered into pursuant Intercreditor Agreement. In the event of any conflict between the terms of any Intercreditor Agreement and the terms of this Agreement regarding the priority of the Liens and the security interests granted to the Administrative Agent or exercise of any rights or remedies by the Administrative Agent, the terms hereof, of such Intercreditor Agreement shall govern. (b) hereby authorizes Notwithstanding anything herein to the contrary, to the extent any Grantor is required hereunder to deliver Collateral to, or the possession or control by, the Administrative Agent for purposes of possession and/or “control” (as such term is used herein) and instructs is unable to do so as a result of having previously delivered such Collateral to another Authorized Representative (as defined in the Term Loan Intercreditor Agreement) in accordance with the terms of the Term Loan Intercreditor Agreement or another Intercreditor Agreement, such Grantor’s obligations hereunder with respect to such delivery shall be deemed complied with and satisfied by the delivery to such Authorized Representative (as defined in the Term Loan Intercreditor Agreement), as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority Secured Party (as defined in the Term Loan Intercreditor Agreement). (c) Any reference in this Agreement to a “first priority security interest” or words of similar effect in describing the security interests created hereunder shall be understood to refer to such priority subject to the claims of the Controlling Authorized Representative (as defined in the Term Loan Intercreditor Agreement) as provided in the Term Loan Intercreditor Agreement or any other Intercreditor Agreement. IN WITNESS WHEREOF, each Pledgor and the Administrative Agent have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first above written. UBER TECHNOLOGIES, INC., as the Borrower and a Pledgor By: Name: Title: XXXXXX XXXXXXX SENIOR FUNDING, INC., as Administrative Agent By: Name: Title: Registrations: OWNER PUBLICATION NUMBER DATE FILED DATE PUBLISHED DESCRIPTION Published Applications: OWNER APPLICATION NUMBER DATE FILED DESCRIPTION Registrations: OWNER REGISTRATION NUMBER DATE FILED DATE OF REGISTRATION TRADEMARK Published Applications: OWNER APPLICATION NUMBER DATE FILED TRADEMARK Registrations: OWNER TITLE REGISTRATION NUMBER Published Applications: OWNER APPLICATION NUMBER This Securities Pledge Amendment, dated as of [ ], 20[ ], is delivered pursuant to Section 5.1 of the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”; capitalized terms used but not otherwise defined herein having the meanings assigned to such terms in the Security Agreement), dated as of July 13, 2016, made by UBER TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), the Guarantors from time to time party thereto and XXXXXX XXXXXXX SENIOR FUNDING, INC., as administrative agent (in such capacity and together with any successors in such capacity, the “Administrative Agent”) in connection with the Revolving Credit Agreement dated as of June 26, 2015 among the Borrower, the Administrative Agent and the Collateral Agent other parties thereto (as amended, amended and restated, supplemented or otherwise modified from time to enter into time). The undersigned hereby agrees that this Pledge Amendment may be attached to the Pari Passu Intercreditor Security Agreement and each other intercreditor agreement or subordination agreement that the Pledged Equity listed on this Pledge Amendment shall be deemed to be and any other intercreditor agreement or subordination agreement entered into pursuant shall become part of the Pledged Collateral and shall secure all Secured Obligations. ISSUER CLASS OF STOCK OR INTERESTS PAR VALUE CERTIFICATE NO(S). NUMBER OF SHARES OR INTERESTS PERCENTAGE OF ALL ISSUED CAPITAL OR OTHER EQUITY INTERESTS OF ISSUER [NAME OF PLEDGOR], as Pledgor By: Name: Title: AGREED TO AND ACCEPTED: XXXXXX XXXXXXX SENIOR FUNDING, INC., as Administrative Agent By: Name: Title: [Date] Ladies and Gentlemen: Reference is made to the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”; capitalized terms hereof used but not otherwise defined herein having the meanings assigned to such terms in the Security Agreement), dated as of July 13, 2016, made by UBER TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), the Guarantors from time to time party thereto and to subject XXXXXX XXXXXXX SENIOR FUNDING, INC., as administrative agent (in such capacity and together with any successors in such capacity, the Liens securing “Administrative Agent”) in connection with the Secured Obligations to Revolving Credit Agreement dated as of June 26, 2015 among the provisions thereof and (c) hereby authorizes and instructs Borrower, the Administrative Agent and the Collateral Agent other parties thereto (as amended, amended and restated, supplemented or otherwise modified from time to enter into time). This Joinder Agreement supplements the Pari Passu Intercreditor Security Agreement and is delivered by the undersigned, [ ] (the “New Pledgor”), pursuant to Section 3.5 of the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it as a “Guarantor” and a “Loan Party” under the Credit Agreement to the same extent that it would have been bound if it had been a Guarantor and a Loan Party under the Credit Agreement on the execution date of the Credit Agreement. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Administrative Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral. The New Pledgor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement. Annexed hereto are supplements to each of the schedules to the Security Agreement with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement. This Joinder Agreement and any other intercreditor agreement amendments, waivers, consents or subordination agreement that includessupplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, or to amend the Pari Passu Intercreditor Agreement any then existing intercreditor agreement or subordination agreement to provide for, the terms described in the definition each of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement is substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes which when so executed and (B) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required delivered shall be deemed to be pari passu with other junior Liensan original, but all such counterparts together shall constitute one and that Indebtedness secured by junior Liens may secured by Liens that are pari passu withthe same agreement. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, or junior in priority toAND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, other Liens that are junior to the Liens securing the Obligations)THE LAW OF THE STATE OF NEW YORK.

Intercreditor Agreement Governs. Each Lender Notwithstanding anything herein to the contrary, this Agreement, the Liens and security interests granted to the Agent, for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the Agent (a) hereby agrees that it will be bound by and will take no actions contrary the other Secured Parties hereunder, in each case, with respect to the Term Priority Collateral and Term Loan Liens are subject to the provisions of the Pari Passu Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of the Intercreditor Agreement and this Agreement with respect to the Term Priority Collateral and Term Loan Liens, the provisions of the Intercreditor Agreement shall prevail. Notwithstanding anything to the contrary contained in this Agreement or the Loan Documents, but subject to the Intercreditor Agreement in all respects, until the Discharge of the Term Loan Obligations (as defined in the Intercreditor Agreement): (i) any other intercreditor agreement covenant hereunder or subordination agreement entered into under the Credit Agreement requiring (or any representation or warranty hereunder or under the Credit Agreement to the extent it would have the effect of requiring) the delivery of and/or arrangement for possession of Collateral that constitutes Term Priority Collateral or arrangement for control of any certificated securities that constitute Term Priority Collateral to or with the Agent shall be deemed satisfied or complied with (or in the case of any representation or warranty, shall be deemed to be true and correct) if such delivery of Collateral that constitutes Term Priority Collateral is made to or such possession of Term Priority Collateral or control of such certificated securities is with the Term Loan Agent (as defined in the Intercreditor Agreement) pursuant to the Term Loan Documents; provided that the foregoing shall not limit the requirement to deliver Deposit Account Control Agreements as required by the express terms hereofof the Credit Agreement; (ii) any covenant hereunder or under the Credit Agreement requiring (or any representation or warranty hereunder or under the Credit Agreement to the extent it would have the effect of requiring) the payment or other transfer of Collateral constituting Term Priority Collateral to the Agent shall be deemed to have been satisfied (or, in the case of any representation or warranty, shall be deemed to be true and correct) if such payment or transfer shall have been made to the Term Loan Agent; (biii) hereby authorizes any covenant hereunder or under the Credit Agreement requiring (or any representation or warranty hereunder or under the Credit Agreement to the extent it would have the effect of requiring) the endorsement of any Collateral constituting Term Priority Collateral or related document to the Agent shall be deemed to have been satisfied (or, in the case of any representation or warranty, shall be deemed to be true and instructs correct) if such endorsement shall have been made to the Administrative Term Loan Agent; and (iv) any covenant requiring that a Grantor receive and/or hold any Collateral that constitutes Term Priority Collateral in trust for the benefit of the Agent shall be deemed to have been satisfied to the extent that such Grantor receives or holds (as applicable) such Collateral in trust for the benefit of the Term Loan Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and each other intercreditor agreement or subordination agreement and any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and any other intercreditor agreement or subordination agreement that includes, or to amend the Pari Passu Intercreditor Agreement any then existing intercreditor agreement or subordination agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement is substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes and (B) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations).

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby The terms of this Indenture are subject to the Intercreditor Agreements. Each Holder, by its acceptance of a Security, (i) consents to the subordination of Liens provided for in the Intercreditor Agreements, (ii) agrees that it will be bound by and will take no actions contrary to the provisions of the Pari Passu Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof, Agreements and (biii) hereby authorizes and instructs the Administrative Agent Trustee to enter into the Intercreditor Agreements and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement Agreements as Noteholder Collateral Agent (as defined therein) and each other intercreditor agreement or subordination agreement and any other intercreditor agreement or subordination agreement entered into pursuant to bind such Holder to the terms hereof and to subject the Liens securing the Secured Obligations thereof, and, in each case, on behalf of such Holder. The foregoing provisions are intended as an inducement to the other lenders to the Issuer or any Guarantors acting as a secured party under the Intercreditor Agreements to extend credit and such lenders are intended third party beneficiaries of such provisions thereof and (c) hereby authorizes and instructs the Administrative Agent provisions of the Intercreditor Agreements. Pursuant to the authorization of each Holder, the Trustee and the Collateral Agent hereby agree to enter into Intercreditor Agreements substantially in the Pari Passu form of Exhibit D from time to time upon the request of the Issuer, when accompanied by an Officers’ Certificate and Opinion of Counsel confirming compliance with all conditions precedent set forth herein. To the extent the provisions of this Indenture conflict or are inconsistent with the Intercreditor Agreement Agreements, each Holder (by accepting a Security), the Trustee and the Collateral Agent consents and agrees that the Intercreditor Agreements will control. (b) Notwithstanding anything to the contrary herein, in this Indenture or in any other intercreditor agreement Security Document or subordination agreement any ABL Document (as such term is defined in the Intercreditor Agreements), the Issuer and the Guarantors shall not be required to act or refrain from acting (i) pursuant to this Indenture or any Security Document solely with respect to any ABL Collateral in any manner that includeswould cause a default under any ABL Document, or (ii) pursuant to amend any ABL Document solely with respect to any Noteholder First Lien Collateral in any manner that would cause a default under this Indenture or any Security Document. For avoidance of doubt, and for the Pari Passu Intercreditor Agreement any then existing intercreditor agreement or subordination agreement to provide forpurposes of this paragraph only, the terms described in Security Document and ABL Document do not include the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement is substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes and (B) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations)Intercreditor Agreements.

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby The terms of this Indenture are subject to the Intercreditor Agreements. Each Holder, by its acceptance of a Security, (i) consents to the subordination of Liens provided for in the Intercreditor Agreements, (ii) agrees that it will be bound by and will take no actions contrary to the provisions of the Pari Passu Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof, Agreements and (biii) hereby authorizes and instructs the Administrative Agent Trustee to enter into the Intercreditor Agreements and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement Agreements as Noteholder Collateral Agent (as defined therein) and each other intercreditor agreement or subordination agreement and any other intercreditor agreement or subordination agreement entered into pursuant to bind such Holder to the terms hereof and to subject the Liens securing the Secured Obligations thereof, and, in each case, on behalf of such Xxxxxx. The foregoing provisions are intended as an inducement to the other lenders to the Issuer or any Guarantors acting as a secured party under the Intercreditor Agreements to extend credit and such lenders are intended third party beneficiaries of such provisions thereof and (c) hereby authorizes and instructs the Administrative Agent provisions of the Intercreditor Agreements. Pursuant to the authorization of each Holder, the Trustee and the Collateral Agent hereby agree to enter into Intercreditor Agreements substantially in the Pari Passu form of Exhibit D from time to time upon the request of the Issuer, when accompanied by an Officers’ Certificate and Opinion of Counsel confirming compliance with all conditions precedent set forth herein. To the extent the provisions of this Indenture conflict or are inconsistent with the Intercreditor Agreement Agreements, each Holder (by accepting a Security), the Trustee and the Collateral Agent consents and agrees that the Intercreditor Agreements will control. (b) Notwithstanding anything to the contrary herein, in this Indenture or in any other intercreditor agreement Security Document or subordination agreement any ABL Document (as such term is defined in the Intercreditor Agreements), the Issuer and the Guarantors shall not be required to act or refrain from acting (i) pursuant to this Indenture or any Security Document solely with respect to any ABL Collateral in any manner that includeswould cause a default under any ABL Document, or (ii) pursuant to amend any ABL Document solely with respect to any Noteholder First Lien Collateral in any manner that would cause a default under this Indenture or any Security Document. For avoidance of doubt, and for the Pari Passu Intercreditor Agreement any then existing intercreditor agreement or subordination agreement to provide forpurposes of this paragraph only, the terms described in Security Document and ABL Document do not include the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement is substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes and (B) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations)Intercreditor Agreements.

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby agrees that it will be bound by and will take no actions contrary Notwithstanding anything herein to the provisions contrary, (i) the priority of the Pari Passu Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into pursuant Liens and security interests granted to the terms hereof, (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and each other intercreditor agreement or subordination agreement and any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof and to this Agreement are expressly subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Revolver Intercreditor Agreement and any other intercreditor agreement or subordination agreement that includes, or to amend the Pari Passu Intercreditor Agreement and (ii) the exercise of any then existing intercreditor agreement right or subordination agreement remedy by the Administrative Agent hereunder is subject to provide for, the limitations and provisions of the Revolver Intercreditor Agreement and any other Intercreditor Agreement. In the event of any conflict between the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by any Intercreditor Agreement and the terms of this Agreement; provided that in each case, such intercreditor agreement is substantially consistent with Agreement regarding the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes priority of the Liens and (B) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory the security interests granted to the Administrative Agent and/or or exercise of any rights or remedies by the Administrative Agent, the terms of such Intercreditor Agreement shall govern. (b) Notwithstanding anything herein to the contrary, to the extent any Grantor is required hereunder to deliver Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu withto, or junior the possession or control by, the Administrative Agent for purposes of possession and/or “control” (as such term is used herein) and is unable to do so as a result of having previously delivered such Collateral to another Authorized Representative (as defined in the Revolver Intercreditor Agreement) in accordance with the terms of the Revolver Intercreditor Agreement or another Intercreditor Agreement, such Grantor’s obligations hereunder with respect to such delivery shall be deemed complied with and satisfied by the delivery to such Authorized Representative (as defined in the Revolver Intercreditor Agreement), as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority Secured Party (as defined in the Revolver Intercreditor Agreement). (c) Any reference in this Agreement to a “first priority to, other Liens that are junior security interest” or words of similar effect in describing the security interests created hereunder shall be understood to refer to such priority subject to the Liens securing claims of the Obligations)Controlling Authorized Representative (as defined in the Revolver Intercreditor Agreement) as provided in the Revolver Intercreditor Agreement or any other Intercreditor Agreement.

Intercreditor Agreement Governs. Each Lender Exhibit A -Form of Note Exhibit B -Form of Legends Exhibit C -Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors Exhibit D -Form of Certificate To Be Delivered in Connection with Transfers Pursuant to Regulation S Exhibit E -Form of Certificate To Be Delivered in Connection with Transfers of Temporary Regulation S Global Note Exhibit F -Form of Notation of Subsidiary Guarantee Schedule I -Permitted Liens Note: This Table of Contents shall not, for any purpose, be deemed to be part of this Indenture. [[NYCORP:3074846v10:REMOTE_RSTELLA:06/09/08--08:30 a]] INDENTURE dated as of June 9, 2008 among Ply Gem Industries, Inc., a Delaware corporation (the “Issuer”), and Agent (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions each of the Pari Passu Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into pursuant Guarantors named herein, as Guarantors, and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”). The Issuer has duly authorized the creation of an issue of 11.75% Senior Secured Notes due 2013 and, to provide therefor, the terms hereof, (b) hereby authorizes and instructs the Administrative Agent Issuer and the Collateral Agent Guarantors have duly authorized the execution and delivery of this Indenture. All things necessary to enter into make the Pari Passu Intercreditor Agreement Notes, when duly issued and each other intercreditor agreement or subordination agreement executed by the Issuer and any other intercreditor agreement or subordination agreement entered into pursuant to authenticated and delivered hereunder, the terms hereof valid and binding obligations of the Issuer and to subject make this Indenture a valid and binding agreement of the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent Issuer and the Collateral Agent to enter into Guarantors has been done. For and in consideration of the Pari Passu Intercreditor Agreement premises and any other intercreditor agreement or subordination agreement that includes, or to amend the Pari Passu Intercreditor Agreement any then existing intercreditor agreement or subordination agreement to provide forpurchase of the Notes by the Holders thereof, the terms described in parties hereto covenant and agree, for the definition equal and proportionate benefit of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agentall Holders, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement is substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes and (B) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations).follows:

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby The terms of this Indenture are subject to the Intercreditor Agreements. Each Holder, by its acceptance of a Security, (i) consents to the subordination of Liens provided for in the Intercreditor Agreements, (ii) agrees that it will be bound by and will take no actions contrary to the provisions of the Pari Passu Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof, Agreements and (biii) hereby authorizes and instructs the Administrative Agent Trustee to enter into the Intercreditor Agreements and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement Agreements as Noteholder Collateral Agent (as defined therein) and each other intercreditor agreement or subordination agreement and any other intercreditor agreement or subordination agreement entered into pursuant to bind such Holder to the terms hereof and to subject the Liens securing the Secured Obligations thereof, and, in each case, on behalf of such Holder. The foregoing provisions are intended as an inducement to the other lenders to the Issuer or any Guarantors acting as a secured party under the Intercreditor Agreements to extend credit and such lenders are intended third party beneficiaries of such provisions thereof and (c) hereby authorizes and instructs the Administrative Agent provisions of the Intercreditor Agreements. Pursuant to the authorization of each Holder, the Trustee and the Collateral Agent hereby agree to enter into Intercreditor Agreements substantially in the Pari Passu form attached hereto as Exhibit C from time to time upon the request of the Issuer, when accompanied by an Officers’ Certificate and Opinion of Counsel confirming compliance with all conditions precedent set forth herein. To the extent the provisions of this Indenture conflict or are inconsistent with the Intercreditor Agreement Agreements, each Holder (by accepting a Security), the Trustee and the Collateral Agent consents and agrees that the Intercreditor Agreements will control. (b) Notwithstanding anything to the contrary herein, in this Indenture or in any other intercreditor agreement Security Document or subordination agreement any ABL Document (as such term is defined in the Intercreditor Agreements), the Issuer and the Guarantors shall not be required to act or refrain from acting (i) pursuant to this Indenture or any Security Document solely with respect to any ABL First Lien Collateral (as such term is defined in the Intercreditor Agreements) in any manner that includeswould cause a default under any ABL Document, or (ii) pursuant to amend any ABL Document solely with respect to any Noteholder First Lien Collateral (as such term is defined in the Pari Passu Intercreditor Agreement Agreements) in any then existing intercreditor agreement manner that would cause a default under this Indenture or subordination agreement to provide forany Security Document. For avoidance of doubt, and for the purposes of this paragraph only, the terms described in Security Document and ABL Document do not include the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement is substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes and (B) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations)Intercreditor Agreements.

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Pari Passu Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof, (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and each other intercreditor agreement or subordination agreement and any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and any other intercreditor agreement or subordination agreement that includes, or to amend the Pari Passu Intercreditor Agreement any then existing intercreditor agreement or subordination agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Refinancing Debt” or “Permitted Second Priority Replacement Refinancing Debt” or other “First Lien Senior Secured Note,” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement is substantially consistent with the terms set forth on Exhibit K-1 I-1 or K-2 I-2 annexed hereto together with (A) any immaterial changes and (B) material changes implementing additional extensions thereto in light of credit permitted under this Agreementprevailing market conditions, in each case in form which material changes shall be posted to the Lenders not less than five (5) Business Days before execution thereof and, if the Required Lenders shall not have objected to such changes within five (5) Business Days after posting, then the Required Lenders shall be deemed to have agreed that the Administrative Agent’s entry into such intercreditor agreement (with such changes) is reasonable and substance reasonably satisfactory to have consented to such intercreditor agreement (with such changes) and to the Administrative Agent and/or Collateral Agent Agent’s execution thereof (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may be secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Secured Obligations).

Intercreditor Agreement Governs. Each Lender In connection with the issuance of the Notes, the Issuer, the Guarantors, the Trustee, the Notes Collateral Agent and the Bank Collateral Agent shall enter into an Intercreditor Agreement, substantially in the form of Exhibit E hereto, which shall provide, among other things, that: (a) hereby the Bank Collateral Agent may determine the time and method by which the security interests in the Collateral will be enforced; (b) all Liens securing the Priority Lien Obligations shall be and remain senior in right, priority, operation, effect and all other respects to all Liens held by the Holders of the Notes; and (c) the amount of Priority Lien Obligations may be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, all without affecting the subordination of the Liens held by the holders of the Notes. In addition, the Intercreditor Agreement shall contain payment subordination provisions consistent with the provisions of Article 11 hereof. Each Holder, by its acceptance of a Note, (x) consents to the subordination of Liens provided for in the Intercreditor Agreement, (y) agrees that it will be bound by and will take no actions contrary to the provisions of the Pari Passu Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof, and (bz) hereby authorizes and instructs the Administrative Agent and the Collateral Agent Trustee to enter into the Pari Passu Intercreditor Agreement as Trustee and each other intercreditor agreement or subordination agreement and on behalf of such Holder. In the event of any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and any other intercreditor agreement or subordination agreement that includes, or to amend the Pari Passu Intercreditor Agreement any then existing intercreditor agreement or subordination agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by conflict between the terms of this Agreement; provided that in each case, such intercreditor agreement is substantially consistent with Article 10 and the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes and (B) changes implementing additional extensions of credit permitted under this the Intercreditor Agreement, the terms of the Intercreditor Agreement shall govern. In addition, nothing in each case this Article 10 shall (or shall be construed to) limit or modify in form any manner the subordination provisions contained in Articles 11 and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations)13 of this Indenture.