INCREMENTAL REVOLVING COMMITMENT ASSUMPTION AGREEMENT
THIS INCREMENTAL REVOLVING COMMITMENT ASSUMPTION AGREEMENT, dated as of June 11, 2019 (this Agreement), is among NUVEEN GLOBAL CITIES REIT OP, LP, a Delaware limited partnership (the Borrower), NUVEEN GLOBAL CITIES REIT, INC., a Maryland corporation (Parent), the other Loan Parties solely for the purpose of Section VI hereof, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacities, the Agent), and each of the Lenders party hereto.
WHEREAS, the Borrower, the lenders from time to time party thereto (the Lenders) and the Agent are parties to the Credit Agreement, dated as of October 24, 2018, as amended by the First Amendment and Incremental Revolving Commitment Assumption Agreement, dated as of December 17, 2018, and by the Technical Amendment, dated as of May 29, 2019 (and as further amended, restated, modified or supplemented from time to time, the Credit Agreement). Terms used but not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.
WHEREAS, pursuant to Section 2.17 of the Credit Agreement, the Borrower has requested that those existing Lenders listed on Schedule A attached hereto (such Lenders, the Increasing Lenders) increase their respective Revolving Commitments by the amounts set forth on Schedule A (such increase in Revolving Commitments, the Incremental Revolving Commitments), and, as more particularly set forth herein, the Agent and the Increasing Lenders have agreed to such Incremental Revolving Commitments, subject to the terms and conditions set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
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COMMITMENTS. Each Increasing Lender hereby commits, severally, but not jointly, on the terms set forth in this Agreement to make the Incremental Revolving Commitments as set forth on Schedule A available to the Borrower on the Incremental Effective Date (defined below) subject to the conditions precedent set forth in Section III below. After giving effect to the Incremental Revolving Commitments, the aggregate Revolving Commitments shall be as set forth on Schedule B hereto.
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REPRESENTATIONS. The Borrower, on its own behalf and on behalf of the other Loan Parties, makes, on the effective date of this Agreement, the representations and warranties in Article VII of the Credit Agreement and the other Loan Documents, and confirms that such representations and warranties are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the date hereof, except to the extent any such representation or warranty relates solely to an earlier date, in which case such representation or warranty shall be true and correct on and as of such earlier date. Additionally, the Borrower represents and warrants that immediately before and after giving effect to this Agreement on the date hereof, no Default or Event of Default exists.