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Credit Facilities Commitment Letter - WeWork Companies LLC

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JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, New York 10179	GOLDMAN SACHS BANK USA GOLDMAN SACHS LENDING PARTNERS LLC 200 West St. New York, NY 10282	BOFA SECURITIES, INC. BANK OF AMERICA, N.A. One Bryant Park New York, New York 10036	BARCLAYS BANK PLC 745 Seventh Avenue New York, NY 10019	CITIGROUP GLOBAL MARKETS INC. 388 Greenwich Street New York, NY 10013

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH CREDIT SUISSE LOAN FUNDING LLC Eleven Madison Avenue New York, New York 10010	HSBC BANK USA, NATIONAL ASSOCIATION HSBC SECURITIES (USA) INC. 452 Fifth Avenue New York, NY 10018	UBS AG, STAMFORD BRANCH 600 Washington Blvd. Stamford, CT 06901 UBS SECURITIES LLC 1285 Avenue of the Americas New York, NY 10020		WELLS FARGO BANK, NATIONAL ASSOCIATION WELLS FARGO SECURITIES, LLC 550 South Tyron Street Charlotte, NC 28202

August 13, 2019

Private and Confidential

WeWork Companies LLC

115 W 18th Street

New York, NY 10011

Attention: Arthur Minson

Credit Facilities

Commitment Letter

Ladies and Gentlemen:

You have advised each of JPMorgan Chase Bank, N.A. ("JPMorgan Chase Bank"), Goldman Sachs Bank USA ("GS Bank"), Goldman Sachs Lending Partners LLC ("GSLP"), Bank of America, N.A. ("Bank of America"), BofA Securities, Inc. ("BOFA"), Barclays Bank PLC ("Barclays"), Citigroup Global Markets Inc. ("CGMI") on behalf of Citi (as defined below), Credit Suisse AG, Cayman Islands Branch (acting through such of its affiliates or branches as it deemed appropriate, "CS"), Credit Suisse Loan Funding LLC ("CSLF" and, together with CS and their respective affiliates, "Credit Suisse"), HSBC Bank USA, National Association ("HSBC Bank"), HSBC Securities (USA) Inc. ("HSBC Securities"), UBS AG, Stamford Branch ("UBS AG"), UBS Securities LLC ("UBS LLC"), Wells Fargo Bank, National Association ("Wells Fargo Bank") and Wells Fargo Securities, LLC ("Wells Fargo Securities" and, together with JPMorgan Chase Bank, GS Bank, GSLP, Bank of America, BOFA, Barclays, Citi, Credit Suisse,

HSBC Bank, HSBC Securities, UBS AG, UBS LLC and Wells Fargo Bank, collectively, the "Commitment Parties", "we" or "us") that WeWork Companies LLC, a Delaware limited liability company ("you" or the "Borrower"), wishes to obtain (i) a senior secured letter of credit reimbursement facility in an aggregate principal amount of $2,000,000,000 (the "Letter of Credit Facility") and (ii) a senior secured delayed draw term loan facility in an aggregate principal amount of $4,000,000,000 (the "Delayed Draw Term Facility" and, together with the Letter of Credit Facility, the "Credit Facilities"), in each case on terms and subject to conditions set forth in the Summary of Terms and Conditions attached as Exhibit A hereto (the "Term Sheet"). JPMorgan Chase Bank, GS Bank, GSLP, Bank of America, Barclays, Citi, CS, HSBC Bank, UBS AG and Wells Fargo Bank are referred to herein as the "Initial Lenders" and each individually as an "Initial Lender". Capitalized terms used but not defined herein are used with the meanings assigned to them on the Term Sheet (such Term Sheet, together with this letter agreement, collectively, the "Commitment Letter"). For purposes of this Commitment Letter, "Citi" shall mean CGMI, Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as any of them shall determine to be appropriate to provide the services contemplated herein. It is understood and agreed that CGMI is entering into this letter for and on behalf of Citi.

1. Commitments

Each Initial Lender listed on Annex I hereto is pleased to advise you of its several, and not joint, commitment, respectively, to provide (i) the amount set forth next to its name under the heading "Letter of Credit Commitment Amount" on Annex I hereto in aggregate principal amount of the Letter of Credit Facility and (ii) the amount set forth next to its name under the heading "Delayed Draw Term Commitment Amount" on Annex I hereto in aggregate principal amount of the Delayed Draw Term Facility, in each case on the terms and subject to the conditions set forth in this Commitment Letter.

2. Titles and Roles

It is agreed that:

Each Commitment Party listed on Annex II hereto will act in the roles set forth next to its name under the heading "Titles" on Annex II hereto for the Credit Facilities (each Commitment Party acting in the capacity of joint lead arranger and joint bookrunner, a "Senior Lead Arranger" and collectively, the "Senior Lead Arrangers"); provided that the Borrower agrees that JPMorgan Chase Bank may perform its responsibilities hereunder through its affiliate, J.P. Morgan Securities LLC. In addition, JPMorgan Chase Bank will act as sole administrative agent for the Credit Facilities.

It is further agreed that JPMorgan Chase Bank will have "left" placement in any marketing materials or other documentation used in connection with the Credit Facilities. You agree that no other agents, co-agents, arrangers, co-arrangers, bookrunners, co-bookrunners, managers or co-managers will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the Term Sheet and Fee Letters referred to below) will be paid in connection with the Credit Facilities unless you and JPMorgan Chase Bank shall so reasonably agree.

3. Syndication

We intend to syndicate the Credit Facilities to financial institutions and other lenders identified by JPMorgan Chase Bank in consultation with you and reasonably acceptable to you (which in any event shall exclude Disqualified Lenders (as defined below)) (provided that you agree that each potential lender identified in the syndication plan provided in writing by JPMorgan Chase Bank to you prior to the date hereof is acceptable to you (each such Lender, an "Approved Lender")) ("Lenders") and to commence syndication efforts promptly upon the execution of this Commitment Letter, and you agree, until the earlier

of the date JPMorgan Chase Bank declares the syndication to be completed and the date that is 90 days after the Closing Date (the "Syndication End Date") to actively assist the Commitment Parties in completing a syndication satisfactory to JPMorgan Chase Bank and you (which syndication may include (without limitation) an institutional distribution of the Delayed Draw Term Facility, including (without limitation), in consultation with you, by way of refinancing of the Delayed Draw Term Facility). Such assistance shall include (a) your using commercially reasonable efforts to ensure that the syndication efforts benefit materially from your existing lending relationships, (b) direct contact between senior management and advisors of the Borrower and the proposed Lenders at reasonable times and locations to be mutually agreed, (c) the hosting, with the Commitment Parties, of one or more meetings of prospective Lenders at reasonable times and locations to be mutually agreed, (d) as set forth in the next paragraph, assistance in the preparation of customary marketing materials to be used in connection with the syndication (collectively, the "Information Materials"), (e) prior to the Closing Date, using commercially reasonable efforts to procure public corporate credit ratings for the Borrower and public ratings (but, in each case, not specific ratings) for each of the Credit Facilities from each of Standard & Poor's Ratings Services, Moody's Investors Service, Inc. and Fitch, Inc., in each case after giving effect to the transactions occurring on the Closing Date and (f) prior to the Closing Date (or, if earlier, the Syndication End Date), your ensuring that there is no competing offering, placement, arrangement or syndication of any debt securities or bank financing (other than the Credit Facilities, extensions of credit under any existing credit facilities, real estate financings, ordinary course working capital facilities and ordinary course capital leases, letters of credit and purchase money and equipment financings, financings under the NOI Basket and any financing by a foreign joint venture), by or on behalf of you or your affiliates that would reasonably be expected to materially impair the primary syndication (including for the avoidance of doubt the General Syndication) of the Credit Facilities without JPMorgan Chase Bank's written consent, not to be unreasonably withheld, conditioned or delayed. You hereby authorize the Commitment Parties to download copies of the Borrower's trademark logos from its website and post copies thereof and any Information Materials to a deal site on IntraLinks^™, DebtDomain, SyndTrak, ClearPar or any other electronic platform chosen by the Commitment Parties to be its electronic transmission system (an "Electronic Platform") established by the Commitment Parties to syndicate the Credit Facilities, and to use the Borrower's trademark logos on any confidential information memoranda, presentations and other marketing materials prepared in connection with the syndication of the Credit Facilities or, with your consent (which consent not to be unreasonably withheld, conditioned or delayed), in any advertisements that we may place after the closing of the Credit Facilities in financial and other newspapers, journals, the World Wide Web, home page or otherwise, at their own expense describing its services to the Borrower hereunder. You also understand and acknowledge that we may provide to market data collectors, such as league table, or other service providers to the lending industry, information regarding the closing date, size, type, purpose of, and parties to, the Credit Facilities.

You will assist us in preparing Information Materials, including but not limited to a Confidential Information Memorandum or lender slides, for distribution to prospective Lenders. If requested, you also will assist us in preparing an additional version of the Information Materials (the "Public-Side Version") to be used by prospective Lenders' public-side employees and representatives ("Public-Siders") who do not wish to receive material non-public information (within the meaning of United States federal and state securities laws) with respect to the Borrower, its affiliates and any of its securities ("MNPI") and who may be engaged in investment and other market related activities with respect to the Borrower's or its affiliates' securities or loans. Before distribution of any Information Materials, you agree to execute and deliver to us (i) a letter in which you authorize distribution of the Information Materials to a prospective Lender's employees willing to receive MNPI ("Private-Siders") and (ii) a separate letter in which you authorize distribution of the Public-Side Version to Public-Siders and represent that either (x) no MNPI is contained therein or (y) neither the Borrower, nor any of its controlling or controlled entities has any debt or equity securities issued pursuant to a public offering or Rule 144A private placement and agree that if the Borrower, or any of its controlling or controlled entities becomes the issuer of any debt or equity securities issued pursuant to a public offering or Rule 144A private placement thereafter, you will publicly disclose

any information contained in the Information Materials delivered to Public-Siders that constitutes MNPI at such time. The Information Memorandum or other Information Materials will exculpate us and our affiliates and you and your affiliates with respect to any liability related to the use or misuse of the contents of such Information Memorandum or other Information Materials by the recipients thereof (provided that this sentence shall not limit any representations or warranties made by you or your affiliates in the definitive documentation relating to the Credit Facilities). You also acknowledge that publishing debt analysts employed by the Commitment Parties and their affiliates who are Public-Siders may participate in any meetings or telephone conference calls held pursuant to clause (c) of the immediately previous paragraph; provided that such analysts shall not publish any information obtained from such meetings or calls (i) until the syndication of the Credit Facilities has been completed upon the making of allocations by JPMorgan Chase Bank and JPMorgan Chase Bank freeing the Credit Facilities to trade or (ii) in violation of any confidentiality agreement between you and any Commitment Party.

The Borrower agrees that the following documents may be distributed to both Private-Siders and Public-Siders, unless the Borrower advises JPMorgan Chase Bank (on behalf of the Commitment Parties) in writing (including by email) within a reasonable time prior to their intended distribution that such materials should only be distributed to Private-Siders: (a) administrative materials prepared by JPMorgan Chase Bank for prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda) and (b) term sheets summarizing the Credit Facilities' terms and notification of changes in the Credit Facilities' terms. If you advise us that any of the foregoing should be distributed only to Private-Siders, then Public-Siders will not receive such materials without further discussions with you.

The Borrower hereby authorizes JPMorgan Chase Bank (on behalf of the Commitment Parties) to distribute draft and execution versions of definitive documentation relating to the Credit Facilities to Private-Siders and Public-Siders.

As the lead left Senior Lead Arranger, JPMorgan Chase Bank will manage, in consultation with you, all aspects of the syndication, including decisions as to the selection of institutions to be approached (with your consent not to be unreasonably withheld or delayed and, in any case, excluding Disqualified Lenders, and it being understood that you consent to the Approved Lenders) and when they will be approached, when their commitments will be accepted, which institutions will participate (with your consent not to be unreasonably withheld or delayed and, in any case, excluding Disqualified Lenders, and it being understood that you consent to the Approved Lenders), the allocations of the commitments among the Lenders and the amount and distribution of fees among the Lenders. In acting as a Senior Lead Arranger, each Senior Lead Arranger will have no responsibility other than to arrange the syndication as set forth herein and is acting solely in the capacity of an arm's length contractual counterparty to the Borrower with respect to the arrangement of the Credit Facilities (including in connection with determining the terms of the Credit Facilities) and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. Additionally, the Borrower acknowledges and agrees that no Commitment Party is advising the Borrower as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Commitment Party shall have any responsibility or liability to the Borrower with respect thereto. Any review by any Commitment Party of the Borrower, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Commitment Party and shall not be on behalf of the Borrower.

It is agreed that the syndication described above is expected take the form of a "tiered" syndication, with the Lenders identified by JPMorgan Chase Bank in consultation with you and reasonably acceptable to you (which in any event shall exclude Disqualified Lenders) (provided that you agree that each Approved Lender is acceptable to you) participating in the first stage of such syndication (the "Initial Syndication", and such Lenders "Additional Initial Lenders") expected to assume a portion of the commitments of the Commitment Parties party hereto on the date hereof (the "Original Commitment Parties"), and that upon the effectiveness of any such assignment to and assumption by a Lender that becomes either a party hereto or a party to the applicable definitive documentation in respect of the Credit Facilities, the Original Commitment Parties will be released from the portions of their commitments so assigned and assumed (such assignments to be allocated, as among the Original Commitment Parties, in a manner determined by JPMorgan Chase Bank and you). It is further agreed that the second stage of such syndication is expected to take the form of a general syndication of the Credit Facilities (the "General Syndication", and any financial institution to which an assignment is made as part of the General Syndication being referred to as a "General Syndication Lender"). In connection with any assignments to Additional Initial Lenders as part of the Initial Syndication, you and each Commitment Party agree, at the request of JPMorgan Chase Bank, to enter into appropriate documentation (including, if requested by JPMorgan Chase Bank, an amendment and restatement of this Commitment Letter, one or more joinder agreements or one or more separate fee letters or amendment and restatement of fee letters, pursuant to which such Additional Initial Lenders and, if applicable, their designated affiliates, will become parties to this Commitment Letter and extend commitments in respect of the applicable Credit Facilities directly to you) containing such provisions as shall be reasonably determined by JPMorgan Chase Bank and you, relating to the allocation of titles and roles, rights and responsibilities in connection with the syndication of the Facilities and the allocation of any reductions in the Original Commitment Parties' commitments in respect of the Credit Facilities (but which documentation will not, except as agreed by you in your sole discretion, add or expand any conditions to the availability of the Credit Facilities or change the terms of the Credit Facilities, increase the aggregate compensation payable by you in connection therewith as set forth in this Commitment Letter and in the Fee Letters or otherwise expressly impose any additional liabilities on you). Such Additional Initial Lenders will also enter into joinder documentation in a form reasonably satisfactory to JPMorgan Chase Bank with respect to, and become parties to, any separate sell-down arrangement among the Commitment Parties. You also agree that, in connection with the General Syndication, you will, at the reasonable request of JPMorgan Chase Bank and upon delivery by JPMorgan Chase Bank to you of draft credit agreements for the Facilities prepared by our counsel, negotiate the definitive versions of such credit agreements and the other definitive documentation for the Credit Facilities (in each case based upon, and substantially consistent with, this Commitment Letter and the Fee Letters) promptly and in good faith and, if JPMorgan Chase Bank shall so request following your and our agreement on such documentation, execute and deliver such documentation.

Without limiting your obligations to assist with the syndication efforts as set forth herein, it is understood that each Initial Lender's commitment hereunder is not conditioned upon the syndication of, or receipt of commitments in respect of, the Credit Facilities and in no event shall the commencement or successful completion of syndication of the Credit Facilities constitute a condition to the availability of the Credit Facilities on the Closing Date or, without your prior written consent (except with respect to the Additional Initial Lenders in connection with the Initial Syndication as described above), reduce the amount of an Initial Lender's commitments hereunder with respect to the Credit Facilities.

Notwithstanding the Commitment Parties' right to syndicate the Credit Facilities and receive commitments with respect thereto, except with respect to the Additional Initial Lenders in connection with the Initial Syndication as described above, (i) no Commitment Party shall be relieved, released or novated from its obligations hereunder (including its obligation to fund the Credit Facilities on the Closing Date) in connection with any syndication, assignment or participation of the Credit Facilities, including its commitments in respect thereof, until the effectiveness of the Credit Facilities has occurred on the Closing Date and (ii) unless you agree in writing, each Initial Lender shall retain exclusive control over all rights and obligations with respect to its commitments, including all rights with respect to consents, modifications, waivers and amendments, until the effectiveness of the Credit Facilities on the Closing Date has occurred.

Notwithstanding the foregoing, the Commitment Parties will not syndicate to (x) those banks, financial institutions and other institutional lenders separately identified in writing by you to JPMorgan Chase Bank prior to the date hereof, (y) competitors of you or any of your subsidiaries that are in the same or a similar line of business and that are designated in writing by you to JPMorgan Chase Bank prior to the date hereof or from time to time by you to JPMorgan Chase Bank after the Syndication End Date (each entity referenced in each case of clauses (x) and (y) above (the "Primary Disqualified Lender") or (z) affiliates of the foregoing to the extent such affiliates are (i) clearly identifiable solely on the basis of the similarity of such affiliates' names to a Primary Disqualified Lender or (ii) designated in writing by you to JPMorgan Chase Bank prior to the date hereof or from time to time after the date hereof, but excluding, in each case of clause (z)(i) and (z)(ii), any affiliates that are bona fide debt funds or investment vehicles that are primarily engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business (collectively, "Disqualified Lenders"); provided that no written notice delivered after the date hereof shall apply retroactively to disqualify any person that has acquired (or entered into a trade for) an assignment or participation interest in the commitments or Loans prior to the delivery of such notice; provided further that no such notice shall be effective until three business days after delivery thereof to JPMorgan Chase Bank and the list of Disqualified Lenders may be shared with Lenders or potential assignees or participants on a confidential basis.

4. Information

You hereby represent and warrant that (a) all written or formally presented information, other than the Projections (as defined below) and information of a general economic or industry specific nature (the "Information"), that has been or will be made available to us by you or any of your representatives in connection with the transactions contemplated hereby, when taken as a whole, does not or will not, when furnished to us, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (giving effect to all supplements thereto) and (b) the financial projections and other forward-looking information (the "Projections") that have been or will be made available to us by you or any of your representatives in connection with the transactions contemplated hereby have been or will be prepared in good faith based upon assumptions believed by you to be reasonable at the time furnished to us (it being recognized by the Commitment Parties that such Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ from the projected results, and such differences may be material). You agree that if, at any time prior to the Closing Date and the Syndication End Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect if such Information or Projections were furnished at such time and such representations were remade, in any material respect, then you will promptly supplement the Information and the Projections so that such representations and warranties when remade would be correct, in all material respects, under those circumstances. You understand that in connection with our arrangement and syndication activities relating to the Credit Facilities, we may use and rely on the Information and Projections without independent verification thereof. For the avoidance of doubt, the accuracy of the foregoing representations and warranties, in and of itself, shall not be a condition to the obligations of the Commitment Parties hereunder or the funding of the Credit Facilities on the Closing Date.

5. Fees

As consideration for the commitments and agreements of the Commitment Parties hereunder, you agree to pay or cause to be paid the nonrefundable fees set forth in the Term Sheet and those described in each fee letter with any Commitment Party (collectively, the "Fee Letters"), dated on or prior to the date hereof, on the terms and subject to the conditions set forth therein.

6. Conditions

Each Commitment Party's commitments and agreements hereunder are subject solely to the conditions set forth in this Section 6, and in Exhibit A under the heading "Initial Conditions" (collectively, the "Funding Conditions") (and upon satisfaction or waiver of the Funding Conditions, the effectiveness of the Credit Facilities and initial availability under the Credit Facilities shall occur).

Each Commitment Party's commitments and agreements hereunder are further subject to, since December 31, 2018, there not having been any change, development or event that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, financial condition, results of operations of the Borrower and its subsidiaries, taken as a whole.

Notwithstanding anything in this Commitment Letter, the Fee Letters, the definitive documentation for the Credit Facilities or any other letter agreement or other undertaking concerning the financing of the Credit Facilities to the contrary, to the extent any collateral (other than (i) any collateral to the extent that a lien on such collateral may be perfected by the filing of a financing statement under the Uniform Commercial Code, (ii) domestic intellectual property that may be perfected through the filing of a "short-form" intellectual property agreement with the USPTO and/or U.S. Copyright Office, (iii) equity interests in material wholly-owned domestic restricted subsidiaries of the Borrower, including the delivery of stock certificates with respect thereto together with a stock power or similar instrument of transfer endorsed in blank for the relevant certificate and (iv) cash collateral required pursuant to the Cash Collateral Requirement, including the delivery of control agreements with respect thereto, it being agreed any such accounts will be located in the United States) is not or cannot be provided or perfected on the Closing Date after your use of commercially reasonable efforts to do so or without undue burden or expense, the delivery, provision and/or perfection of such collateral shall not constitute a condition precedent to the availability of the Credit Facilities on the Closing Date, but will instead be required to be delivered, provided and/or perfected pursuant to arrangements to be mutually agreed by the Administrative Agent and the Borrower, in each case, acting reasonably within ninety (90) days (or such longer period as the Administrative Agent may reasonably agree) after the Closing Date).

7. Indemnification and Expenses

You agree (a) to indemnify and hold harmless the Commitment Parties, their respective affiliates and their respective directors, officers, employees, advisors, agents and other representatives (each, an "indemnified person") from and against any and all losses, claims, damages and liabilities to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Fee Letters, the Credit Facilities or the use of the proceeds thereof or any claim, litigation, investigation or proceeding (a "Proceeding") relating to any of the foregoing, regardless of whether any indemnified person is a party thereto, whether or not such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any reasonable and documented legal fees and expenses of one primary outside counsel for all indemnified persons (with exceptions for conflicts of interest), one regulatory counsel and one local counsel in each relevant jurisdiction or other out-of-pocket expenses reasonably incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified

person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, nonappealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith or gross negligence of such indemnified person or its controlled affiliates, directors, officers or employees (collectively, the "Related Parties") or they resulted out of any loss, claim, damage, liability or related expense that does not involve an act or omission of you or any of your affiliates and that is brought by an indemnified person against another indemnified person (other than claims against any Commitment Party in its capacity or in fulfilling its role as agent, arranger or any similar role with respect to the transactions contemplated hereby) and (b) regardless of whether the Closing Date occurs, to reimburse each Commitment Party and its affiliates for all reasonable documented out-of-pocket expenses that have been invoiced prior to the Closing Date or following termination or expiration of the commitments hereunder (including due diligence expenses, syndication expenses, travel expenses, and the fees, charges and disbursements of one primary outside counsel for all indemnified persons (with exceptions for conflicts of interest), one regulatory counsel and one local counsel in each relevant jurisdiction) incurred in connection with the Credit Facilities and any related documentation (including this Commitment Letter and the credit agreement for the Credit Facilities and any other definitive financing documentation) or the administration, amendment, modification or waiver thereof. No indemnified person shall be liable for any damages arising from the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final, nonappealable judgment of a court of competent jurisdiction to arise from the gross negligence, bad faith or willful misconduct of such indemnified person (or any of its Related Parties). None of the indemnified persons or you or any of your or their respective affiliates or the respective directors, officers, employees, advisors, and agents of the foregoing shall be liable for any indirect, special, punitive or consequential damages in connection with this Commitment Letter, the Fee Letters, the Credit Facilities or the transactions contemplated hereby, provided that nothing contained in this sentence shall limit your indemnity obligations to the extent set forth in this Section 7.

8. Sharing of Information, Absence of Fiduciary Relationship, Affiliate Activities

You acknowledge that each Commitment Party (or an affiliate) is a full service securities or banking firm and such person may from time to time effect transactions, for its own or its affiliates' account or the account of customers, and hold positions in loans, securities or options on loans or securities of you or your affiliates and of other companies that may be the subject of the transactions contemplated by this Commitment Letter. In addition, each Commitment Party and its affiliates will not use confidential information obtained from you or your affiliates or on your or their behalf by virtue of the transactions contemplated hereby in connection with the performance by such Commitment Party and its affiliates of services for other companies or persons and the Commitment Party and its affiliates will not furnish any such information to any of their other customers. You also acknowledge that the Commitment Parties and their respective affiliates have no obligation to use in connection with the transactions contemplated hereby, or to furnish to you, confidential information obtained from other companies or persons.

You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and the Commitment Parties is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether the Commitment Parties have advised or are advising you on other matters and you agree you will not assert any claim against any Commitment Party based on an alleged breach of fiduciary duty by any Commitment Party in connection with this Commitment Letter and the transactions contemplated hereby, (b) the Commitment Parties, on the one hand, and you, on the other hand, have an arm's length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty to you or your affiliates on the part of the Commitment Parties, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that the Commitment Parties are engaged in a broad range of transactions that may involve

interests that differ from your interests and that the Commitment Parties have no obligation to disclose such interests and transactions to you, (e) you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, (f) each Commitment Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for you, any of your affiliates or any other person or entity and (g) none of the Commitment Parties has any obligation to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein or in any other express writing executed and delivered by such Commitment Party and you or any such affiliate.

9. Confidentiality

This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter nor the Fee Letters nor any of their terms or substance shall be disclosed by you, directly or indirectly, to any other person without our prior written consent except (a) you and your officers, directors, employees, affiliates, members, partners, stockholders, attorneys, accountants, agents and advisors, in each case on a confidential and need-to-know basis, (b) in any legal, judicial or administrative proceeding or as otherwise required by law or regulation or as requested by a governmental authority (in which case you agree, to the extent permitted by law, to inform us promptly in advance thereof), (c) this Commitment Letter and the existence and contents hereof (but not the Fee Letters or the contents thereof other than the existence thereof and the contents thereof as part of projections, pro forma information and a generic disclosure of aggregate sources and uses to the extent customary in marketing materials and other required filings) may be disclosed in any prospectus or offering memoranda relating to an initial public offering, in any syndication or other marketing material in connection with the Credit Facilities or in connection with any public filing requirement, (d) you may disclose the Term Sheet and the existence of this Commitment Letter to any rating agency or, in a manner consistent with the syndication provisions hereof, to any potential Lender in connection with the Credit Facilities and (e) in connection with the exercise of remedies hereunder or any suit, action or proceeding relating to this Commitment Letter, the Fee Letters or any other agreement contemplated hereby or thereby or the enforcement hereof or thereof.

The Commitment Parties shall use all nonpublic information received by them in connection with the Credit Facilities solely for the purposes of providing the services that are the subject of this Commitment Letter and shall treat confidentially all such information; provided, however, that nothing herein shall prevent any Commitment Party from disclosing any such information (a) to rating agencies, (b) to any Lenders or participants or prospective Lenders or participants (other than Disqualified Lenders), (c) in any legal, judicial, administrative proceeding or other compulsory process or as required by applicable law, subpoena or regulations (in which case such Commitment Party shall promptly notify you, in advance, to the extent permitted by law), (d) upon the request or demand of any regulatory authority having jurisdiction over such Commitment Party or its affiliates (in which case such Commitment Party agrees, except with respect to any audit or examination conducted by bank accountants or any governmental, regulatory or self-regulatory authority exercising examination or regulatory authority, to the extent permitted by law, to inform you promptly in advance thereof), (e) to the employees, legal counsel, independent auditors, professionals, service providers and other experts or agents of such Commitment Party and its affiliates (collectively, "Representatives") who are directly involved in the consideration of the transactions described herein, are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential, (f) to any of its respective affiliates (provided that any such affiliate is advised of its obligation to retain such information as confidential, and such Commitment Party shall be responsible for its affiliates' compliance with this paragraph) solely in connection with the Credit Facilities, (g) to the extent any such information becomes publicly available other than by reason of disclosure by such Commitment Party, its affiliates or Representatives in breach of this Commitment Letter, (h) for purposes of establishing a "due diligence" defense and (i) in connection

with the exercise of remedies hereunder or any suit, action or proceeding relating to this Commitment Letter, the Fee Letters or any other agreement contemplated hereby or thereby or the enforcement hereof or thereof; provided that the disclosure of any such information to any Lenders, or prospective Lenders or participants or prospective participants referred to in clause (b) above shall be made subject to the acknowledgment and acceptance by such Lender or prospective Lender or participant or prospective participant that such information is being disseminated on a confidential basis in accordance with the standard syndication processes of such Commitment Party or customary market standards for dissemination of such type of information. The provisions of this Section 9 (other than your confidentiality obligations with respect to the Fee Letters and the contents thereof) shall automatically terminate two years following the date of this Commitment Letter.

10. Miscellaneous

This Commitment Letter shall not be assignable by you without the prior written consent of each Commitment Party, and shall not be assignable by any Commitment Party (other than as set forth in Section 3 above) without your prior written consent (and, in each case, any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and the indemnified persons and is not intended to and does not confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the indemnified persons to the extent expressly set forth herein. The Commitment Parties reserve the right to employ the services of their affiliates in providing services contemplated hereby and to allocate, in whole or in part, to their affiliates certain fees payable to the Commitment Parties in such manner as the Commitment Parties and their affiliates may agree in their sole discretion (but in no case shall we be relieved of our commitment obligations hereunder as a result thereof). This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and each Commitment Party. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter by facsimile or electronic transmission (e.g., "pdf" or "tif") shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the Fee Letters are the only agreements that have been entered into among us and you with respect to the Credit Facilities and set forth the entire understanding of the parties with respect thereto. This Commitment Letter and any claim or controversy arising hereunder or related hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

You and we hereby irrevocably and unconditionally submit to the exclusive jurisdiction and venue of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan) over any suit, action or proceeding arising out of or relating to this Commitment Letter or the Fee Letters or the performance of services hereunder or thereunder. You and we agree that service of any process, summons, notice or document by registered mail addressed to you or us shall be effective service of process for any suit, action or proceeding brought in any such court. You and we hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in any inconvenient forum. YOU AND WE HEREBY IRREVOCABLY AGREE TO WAIVE TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER OR THE FEE LETTERS OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.

Each of the Commitment Parties hereby notifies you that, pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the "PATRIOT Act") and the requirements of 31 C.F.R. § 1010.230 (the "Beneficial Ownership Regulation"), each Lender is required to obtain, verify and record information that identifies the Borrower and each Guarantor, which information includes names, addresses, tax identification numbers and other information that will allow such Lender to identify the Borrower and each Guarantor in accordance with the PATRIOT Act and the Beneficial Ownership Regulation. This notice is given in accordance with the requirements of the PATRIOT Act and the Beneficial Ownership Regulation and is effective for the Commitment Parties and each Lender.

The indemnification, fee, expense, jurisdiction, governing law, venue, waiver of jury trial, sharing of information, syndication, absence of fiduciary relationship and confidentiality provisions contained herein and in the Fee Letters shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the commitments hereunder; provided that your obligations under this Commitment Letter (other than your obligations with respect to (a) assistance to be provided in connection with the syndication thereof (including as to the provision of information and representations with respect thereto) and (b) confidentiality) shall automatically terminate and be superseded, to the extent comparable, by the provisions of the Credit Documentation upon the effectiveness thereof on the Closing Date, and you shall automatically be released from all liability in connection therewith at such time, in each case to the extent the Credit Documentation has comparable provisions with comparable coverage.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and the Fee Letters by returning to us executed counterparts of this Commitment Letter and the Fee Letters not later than 11:59 p.m., New York City time, on August 16, 2019. This offer will automatically expire at such time if we have not received such executed counterparts in accordance with the preceding sentence. In the event that the Closing Date does not occur on or before December 31, 2019, this Commitment Letter and the commitments hereunder (including, without limitation, each Commitment Party's commitment hereunder to provide a portion of the Credit Facilities) shall automatically terminate unless we shall, in our discretion, agree to an extension.

Each of the parties hereto agrees that each of this Commitment Letter and the Fee Letters, if accepted by you as provided above, is a binding and enforceable agreement with respect to the subject matter contained herein, including an agreement to negotiate in good faith the definitive documentation relating to the Credit Facilities by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the commitments provided hereunder are subject solely to the Funding Conditions; provided that nothing contained in this Commitment Letter or the Fee Letters obligates you or any of your affiliates to draw upon all or any portion of the Credit Facilities.

[Signature pages follow]

We are pleased to have been given the opportunity to assist you in connection with this important financing.


Very truly yours, JPMORGAN CHASE BANK, N.A.

By:		/s/ Barry K. Bergman
		Name: Barry K. Bergman
		Title: Managing Director