GUARANTYGuaranty • April 13th, 2016 • Nexpoint Multifamily Capital Trust, Inc. • Real estate investment trusts • New York
THIS GUARANTY dated as of April 7, 2016, executed and delivered by the undersigned (“Guarantor”), in favor of (a) KEYBANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Agent”) for the Lenders under that certain Credit Agreement dated as of even date herewith, by and among HIGHLAND CAPITAL MANAGEMENT L.P., a Delaware limited partnership, and NEXPOINT MULTIFAMILY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (jointly and severally, the “Borrower”), the financial institutions party thereto and their assignees in accordance therewith (the “Lenders”), and the Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Credit Agreement”) and (b) the Lenders.
PLEDGE AND SECURITY AGREEMENT (Equity Issuance Proceeds)Pledge and Security Agreement • April 13th, 2016 • Nexpoint Multifamily Capital Trust, Inc. • Real estate investment trusts • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is dated as of April 7, 2016 and is made by NEXPOINT MULTIFAMILY REALTY TRUST, INC., a Maryland corporation having an address at 300 Crescent Court, Suite 700, Dallas, Texas 75201, (“Pledgor”) and KEYBANK NATIONAL ASSOCIATION, a national banking association having a principal place of business at 225 Franklin Street, 18th Floor, Boston, Massachusetts 02110, as agent (in such capacity, “Agent”) for itself and any other lenders who become Lenders under the Bridge Credit Agreement (as hereinafter defined) (collectively referred to as “Lenders” and each individually referred to as a “Lender”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • April 13th, 2016 • Nexpoint Multifamily Capital Trust, Inc. • Real estate investment trusts • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made as of this 7th day of April, 2016, by NEXPOINT MULTIFAMILY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Pledgor”), having an address at 300 Crescent Court, Suite 700, Dallas, Texas 75201, for the benefit of KEYBANK NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the lenders party thereto from time to time (the “Lenders”) under that certain Bridge Credit Agreement dated as of August 5, 2015 by and among Pledgor, the Administrative Agent and Lenders (as may be amended, modified, restated, or supplemented and in effect from time to time, the “Credit Agreement”); and
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • April 13th, 2016 • Nexpoint Multifamily Capital Trust, Inc. • Real estate investment trusts • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made as of this 7th day of April, 2016, by NEXPOINT MULTIFAMILY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Pledgor”), having an address at 300 Crescent Court, Suite 700, Dallas, Texas 75201, for the benefit of KEYBANK NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the lenders party thereto from time to time (the “Lenders”) under that certain Revolving Credit Agreement dated as of April 7, 2016 by and among Pledgor, the Administrative Agent and Lenders (as may be amended, modified, restated, or supplemented and in effect from time to time, the “Credit Agreement”); and
CONTRIBUTION AGREEMENTContribution Agreement • April 13th, 2016 • Nexpoint Multifamily Capital Trust, Inc. • Real estate investment trusts • Maryland
THIS CONTRIBUTION AGREEMENT (including all exhibits and schedules, this “Agreement”) is made and entered into as of April 7, 2016 by and among NEXPOINT MULTIFAMILY REALTY TRUST, INC., a Maryland corporation (the “Company”), NEXPOINT MULTIFAMILY OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Operating Partnership”) and HIGHLAND CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (“Contributor”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms on Exhibit A.
REVOLVING CREDIT AGREEMENT dated as of April 7, 2016 among HIGHLAND CAPITAL MANAGEMENT L.P. and NEXPOINT MULTIFAMILY OPERATING PARTNERSHIP, L.P., as Borrowers and The Lenders Party Hereto and KEYBANK, NATIONAL ASSOCIATION, as Administrative AgentRevolving Credit Agreement • April 13th, 2016 • Nexpoint Multifamily Capital Trust, Inc. • Real estate investment trusts • New York
With respect to the definition of “Borrower” or “Borrowers” hereunder or in any other Loan Document, except where the context otherwise provides and whether or not expressly stated, (i) any representations contained herein or in any other Loan Documents of Borrower shall be made separately by each Borrower with respect to and applicable to such Borrower, (ii) any affirmative covenants contained herein or in any other Loan Documents shall be deemed to be covenants of each Borrower and shall require performance by all Borrowers, (iii) any negative covenants contained herein or in any other Loan Documents shall be deemed to be covenants of each Borrower, and shall be breached if any Borrower fails to comply therewith, and (iv) any liabilities, obligations or indebtedness of Borrower (1) shall be deemed to include any liabilities, obligations or indebtedness of any Borrower, and (2) in all events shall be direct and primary, and joint and several, in all respects whatsoever. Each Person co
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 13th, 2016 • Nexpoint Multifamily Capital Trust, Inc. • Real estate investment trusts • Texas
PURCHASE AND SALE AGREEMENT, dated as of April 7, 2016 (this “Agreement”), between Cornerstone Healthcare Group Holding, Inc., a Delaware corporation, as seller (“Seller”), and NexPoint Multifamily Operating Partnership, L.P., a Delaware limited partnership, as purchaser (“Purchaser”) (each of Seller and Purchaser, a “Party” and, together, the “Parties”).
