Common use of Other Representations and Warranties of Executive Clause in Contracts

Other Representations and Warranties of Executive. Executive hereby further represents and warrants to the Company that: (i) Executive is an officer or employee of Nuveen or one of its Subsidiaries; (ii) Executive acknowledges that this Agreement has been executed and delivered, and the Purchased Units have been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive; (iii) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the Purchased Units to be acquired by him, her or it hereunder and has had full access to such other information concerning the Company (including access to the Company’s Certificate, the LLC Agreement, the Unitholders Agreement, and an offering summary (including exhibits thereto)) as Executive may have requested in making his, her or its decision to invest in the Purchased Units being issued hereunder; (iv) Executive is an “accredited investor” as defined in Rule 501(a) under the Securities Act and/or has, by reason of his or her business and financial experience and the business and financial experience of those retained by him or her such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of holding the Purchased Units such that Executive is sophisticated as contemplated by Rule 506(b)(2)(ii) under the Securities Act; (v) Executive is able to bear the economic risk and lack of liquidity of an investment in the Company and is able to bear the risk of loss of his, her or its entire investment in the Company, and Executive fully understands and agrees that he, she or it may have to bear the economic risk of his, her or its purchase for an indefinite period of time because, among other reasons, the Purchased Units have not been registered under the Securities Act or under the securities laws of any state or foreign nation and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of certain states or foreign nations or unless an exemption from such registration is available; (vi) Executive acknowledges that the Purchased Units are subject to the restrictions contained in the LLC Agreement, the Unitholders Agreement, and the Registration Agreement, and Executive has received and reviewed a copy of the LLC Agreement, the Unitholders Agreement, and the Registration Agreement; (vii) Executive will not sell or otherwise transfer Purchased Units without registration under the Securities Act (and any applicable federal, state and foreign securities laws) or an exemption therefrom, and provided there exists such a registration for exemption, any transfer of Purchased Units by Executive or subsequent holders of Purchased Units will be in compliance with the provisions of this Agreement, the LLC Agreement, the Registration Agreement and the Unitholders Agreement; (viii) Executive acknowledges that any certificate representing Purchased Units shall include such legend(s) as the Company determine are necessary or advisable; (ix) Executive has all requisite legal capacity and authority and all material authorizations necessary to carry out the transactions contemplated by this Agreement, the LLC Agreement, the Registration Agreement and the Unitholders Agreement; and the execution, delivery and performance of this Agreement, the LLC Agreement, the Registration Agreement, the Unitholders Agreement and all other agreements contemplated hereby and thereby to which Executive is a party and the purchase of the Purchased Units hereunder have been duly authorized by Executive; (x) Executive has relied on the advice of, or has consulted with, only his, her or its own legal, financial and tax advisors and the determination of Executive to acquire the Purchased Units pursuant to this Agreement has been made by Executive independent of any statements or opinions as to the advisability of such acquisition or as to the properties, business, prospects or condition (financial or otherwise) of the Company which may have been made or given by any other Person (including all Persons acquiring Purchased Units on the date hereof) or by any agent or employee of such Person and independent of the fact that any other Person has decided to become a unitholder of the Company; and (xi) Executive is not acquiring the Purchased Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any seminar or meeting, or any solicitation of a subscription by a Person not previously known to Executive in connection with investments in securities generally.

Other Representations and Warranties of Executive. Executive hereby further represents and warrants to the Company that: (i) Executive is an officer or employee of Nuveen the Company or one of its Subsidiaries; (ii) Executive acknowledges that this Agreement has been executed and delivered, and the Purchased Units have been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive; (iii) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the Purchased Deferred Units to be acquired by him, her or it hereunder and has had full access to such other information concerning the Company (including access to the Company’s Certificate, the LLC Agreement, the Registration Agreement, the Unitholders Agreement, and an offering summary (including exhibits thereto)) as Executive may have requested in making his, her or its decision to invest in the Purchased Deferred Units being issued hereunder; (iviii) Executive is an “accredited investor” as defined in Rule 501(a) under the Securities Act and/or has, by reason of his or her business and financial experience and the business and financial experience of those retained by him or her such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of holding the Purchased Deferred Units such that Executive is sophisticated as contemplated by Rule 506(b)(2)(ii) under the Securities Act; (v) Executive is able to bear the economic risk and lack of liquidity of an investment in the Company and is able to bear the risk of loss of his, her or its entire investment in the Company, and Executive fully understands and agrees that he, she or it may have to bear the economic risk of his, her or its purchase for an indefinite period of time because, among other reasons, the Purchased Units have not been registered under the Securities Act or under the securities laws of any state or foreign nation and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of certain states or foreign nations or unless an exemption from such registration is available; (viiv) Executive acknowledges that the Purchased Class A Units are that may be issued in settlement of the Deferred Units will be subject to the restrictions contained in the LLC Agreement, the Unitholders Agreement, Registration Agreement and the Registration Unitholders Agreement, and Executive has received and reviewed a copy of the LLC Agreement, the Unitholders Agreement, Registration Agreement and the Registration Unitholders Agreement; (viiv) Executive will not sell or otherwise transfer Purchased the Class A Units that may be issued upon settlement of any Deferred Units without registration under the Securities Act (and any applicable federal, state and foreign securities laws) or an exemption therefrom, and provided there exists such a registration for or exemption, any transfer of Purchased the Class A Units that may be issued upon settlement of any Deferred Units by Executive or subsequent holders of Purchased the Class A Units that may be issued upon settlement of any Deferred Units will be in compliance with the provisions of this Agreement, the LLC Agreement, the Registration Agreement and the Unitholders Agreement; (viiivi) Executive acknowledges that any certificate representing Purchased the Class A Units that may be issued in settlement of the Deferred Units shall include such legend(s) as the Company determine are necessary or advisableadvisable regarding any restrictions contained in this Agreement, the LLC Agreement, the Registration Agreement, the Unitholders Agreement, or any other agreement with respect to which Executive is a party or is bound; (ixvii) Executive has all requisite legal capacity and authority and all material authorizations necessary to carry out the transactions contemplated by this Agreement, the LLC Agreement, the Registration Agreement and the Unitholders Agreement; and the execution, delivery and performance of this Agreement, the LLC Agreement, the Registration Agreement, the Unitholders Agreement and all other agreements contemplated hereby and thereby to which Executive is a party and the purchase of the Purchased Units hereunder have been duly authorized by Executive; (xviii) Executive has relied on the advice of, or has consulted with, only his, her or its own legal, financial and tax advisors and the determination of Executive to acquire the Purchased Deferred Units pursuant to this Agreement has been made by Executive independent of any statements or opinions as to the advisability of such acquisition or as to the properties, business, prospects or condition (financial or otherwise) of the Company which may have been made or given by any other Person (including all Persons acquiring Purchased Units on the date hereof) or by any agent or employee of such Person and independent of the fact that any other Person has decided to become a unitholder Unitholder of the Company; and (xiix) Executive is not acquiring the Purchased Deferred Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting, or any solicitation of a subscription by a Person not previously known to Executive in connection with investments in securities generally.

Other Representations and Warranties of Executive. Executive hereby further represents and warrants to the Company that: (i) Executive is an officer or employee of Nuveen or one of its Subsidiaries; (ii) Executive acknowledges that this Agreement has been executed and delivered, and the Purchased Units have been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive; (iii) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the Purchased Units to be acquired by him, her or it hereunder and has had full access to such other information concerning the Company (including access to the Company’s Certificate, the LLC Agreement, the Unitholders Agreement, and an offering summary Offering Summary (including exhibits thereto)) as Executive may have requested in making his, her or its decision to invest in the Purchased Units being issued hereunder; (iv) Executive is an “accredited investor” as defined in Rule 501(a) under the Securities Act and/or has, by reason of his or her business and financial experience and the business and financial experience of those retained by him or her such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of holding the Purchased Units such that Executive is sophisticated as contemplated by Rule 506(b)(2)(ii) under the Securities Act; (v) Executive is able to bear the economic risk and lack of liquidity of an investment in the Company and is able to bear the risk of loss of his, her or its entire investment in the Company, and Executive fully understands and agrees that he, she or it may have to bear the economic risk of his, her or its purchase for an indefinite period of time because, among other reasons, the Purchased Units have not been registered under the Securities Act or under the securities laws of any state or foreign nation and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of certain states or foreign nations or unless an exemption from such registration is available; (vi) Executive acknowledges that the Purchased Units are subject to the restrictions contained in the LLC Agreement, the Unitholders Agreement, and the Registration Agreement, and Executive has received and reviewed a copy of the LLC Agreement, the Unitholders Agreement, and the Registration Agreement; (vii) Executive will not sell or otherwise transfer Purchased Units without registration under the Securities Act (and any applicable federal, state and foreign securities laws) or an exemption therefrom, and provided there exists such a registration for or exemption, any transfer of Purchased Units by Executive or subsequent holders of Purchased Units will be in compliance with the provisions of this Agreement, the LLC Agreement, the Registration Agreement and the Unitholders Agreement; (viii) Executive acknowledges that any certificate representing Purchased Units shall include such legend(s) as the Company determine are necessary or advisable; (ix) Executive has all requisite legal capacity and authority and all material authorizations necessary to carry out the transactions contemplated by this Agreement, the LLC Agreement, the Registration Agreement and the Unitholders Agreement; and the execution, delivery and performance of this Agreement, the LLC Agreement, the Registration Agreement, the Unitholders Agreement and all other agreements contemplated hereby and thereby to which Executive is a party and the purchase of the Purchased Units hereunder have been duly authorized by Executive; (x) Executive has relied on the advice of, or has consulted with, only his, her or its own legal, financial and tax advisors and the determination of Executive to acquire the Purchased Units pursuant to this Agreement has been made by Executive independent of any statements or opinions as to the advisability of such acquisition or as to the properties, business, prospects or condition (financial or otherwise) of the Company which may have been made or given by any other Person (including all Persons acquiring Purchased Units on the date hereof) or by any agent or employee of such Person and independent of the fact that any other Person has decided to become a unitholder of the Company; and (xi) Executive is not acquiring the Purchased Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any seminar or meeting, or any solicitation of a subscription by a Person not previously known to Executive in connection with investments in securities generally.