NexPoint Residential Trust Inc.

07/30/2021 | Press release | Distributed by Public on 07/30/2021 16:49

Quarterly Report (SEC Filing - 10-Q)

Exhibit 10.1

Afterrecordingreturnto:

WickPhillipsGould&Martin,LLP

3131 McKinney Ave , Suite 500

Dallas,Texas75204Attn:Chris Fuller

EASEMENTAGREEMENT

This EASEMENT AGREEMENT (the 'Agreement') is entered into as of thedayof,202,byandbetween[]1,a[ ]('Grantor'),andNLMF Holdco, LLC,aDelaware limited liability company('Grantee').GrantorandGranteemayhereinafter bereferredtoindividuallyasa'Party'orcollectively asthe'Parties'.

RECITALS:

WHEREAS, Grantor is the current owner of that certain parcel of land situated in theCityof[],Countyof[],Stateof[],whichlandismoreparticularly describedonExhibit Aattachedhereto (the 'Grantor Parcel').

WHEREAS,therearebuildingsandotherimprovementscurrentlyexistingontheGrantorParcelandownedbyGrantorandadditionalbuildingsandimprovementsmaybeconstructedontheGrantorParcelinthefuturebyGrantororitssuccessorsorassigns(collectively,the'GrantorImprovements').

WHEREAS, the Grantor Parcel and the Grantor Improvements are collectively referredtoin this Agreement as the 'GrantorProperty'.

WHEREAS, Grantee has requested and Grantor wishes to grant and convey for thebenefit of the Grantee, an exclusive easement, as more particularly described herein, in, to, over,under,across and through the GrantorProperty.

NOW THEREFORE, in consideration of the terms, covenants and conditions set forthherein and other valuable consideration, receipt of which is hereby acknowledged, the Partiesagree as follows:

1.IncorporationofRecitals.TheRecitalssetforthaboveareincorporatedhereinand madeapart hereof.

2.GrantofEasements.

(a)Easement.GrantorherebygrantsandconveystoGranteeanditssuccessorsandassignsaperpetual,exclusive(withrespecttoGrantorandallpersons)easement in, to, over, under, across and through the Grantor Property for the purpose of constructing,reconstructing, installing, maintaining, operating, repairing, removing and replacing fiber opticlines, internet cable, wireless internet access points, devices and cables used to provide or permitaccess to the internet while on the

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See Annex A for a list of parties that have entered into this form of agreement.

AmericasActive:15876418.1

Grantor Property, and related facilities (the 'Improvements'),together with all incidental surface and subsurface improvements and appurtenances thereto (the'Easement').

(b)Exclusivity.The exclusivity granted to Grantee shall prohibit Grantor andany of its successors or assigns, including anyone claiming by, through or under Grantor or anyof its successors or assigns, from using the Grantor Property for the construction, reconstruction,installation, maintenance, operation, repair, removal or replacement of any Improvements orother devices intended to limit, or interfere or otherwise compete with, services offered byGrantee,or its successors or assigns,by way of the Improvements.

(c)Incidental Rights.Grantee and its successors and assigns shall have, andGrantor hereby grants and conveys to Grantee, the perpetual right of ingress and egress over theGrantor Property for all reasonable purposes incidental to the grant of the Easement, includingbut not limited to the construction, reconstruction, maintenance and removal of the applicableImprovements, and the removal of any improvements, trees, or other obstructions which inGrantee's reasonable discretion could interfere with the use of the Easement for its intendedpurposes, and such right of ingress and egress over the Grantor Property, with respect to theEasement'sintendedpurposes,shallbe exclusive toGrantee (includingwithrespect toGrantor).

(d)ConstructionofImprovements.Any andallwork,other than routineinspections or minor repair work, on the Improvements to be undertaken by Grantee on anyportion of the Grantor Property ('Improvement Work') shall be undertaken only after givingGrantornotlessthanthirty(30)days'priorwrittennoticeofthescopeandnatureoftheImprovementWork,thedurationoftheImprovementWork,andtheareainwhichtheImprovementWorkistobeperformed;exceptintheeventofemergencyinwhichcasepriorwrittennoticeshallnot be required but Grantee shall promptly inform Grantor of the applicable Improvement Workbeing performed. Any and all Improvement Work shall be performed in compliance with allapplicable federal, state and local laws, statutes, ordinances, codes, rules, and regulations and allother applicable governmental requirements. Prior to beginning any Improvement Work, Granteeshall first obtain all required approvals and permits (each, an 'Approval') from any applicablegovernmentalauthority.UponthewrittenrequestofGrantor,Granteeshallpromptlydelivercopiesof any Approval to Grantor. Once commenced, any Improvement Work undertaken upon anyportionoftheGrantorPropertyshallbediligentlyprosecutedtocompletion,andGrantee,atnocostto Grantor, shall repair any and all damage to the Grantor Property caused by such ImprovementWorkandshallrestoretheaffectedportionoftheGrantorPropertyuponwhichsuchImprovementWorkisperformedtoaconditionthatisequaltoorbetterthantheconditionwhichexistedpriortothecommencementofsuchImprovementWork.

(e)NoLiens.AllImprovementWorkshallbeperformedinagoodandworkmanlike manner, free and clear of all mechanics and materialmen's liens on the GrantorProperty;provided,however,notwithstandingtheforegoing,GranteeshallhavetherighttofinancealloranyportiontheImprovements.

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(f)No Obstructions.Except as necessary or incidental to the use of theEasementforitsintendedpurpose,Granteeshallnot,ontheGrantorProperty,construct,install,orplace, or permit the construction, installation or placement of, any fence, division, obstruction,impediment, or building or other structure of any type, or plant any tree, drill any well, storematerials of any kind, or materially alter ground level by cut or fill, in such manner that will havea materially adverse impact on the use of the remainder of the Grantor Property. Grantor shallnot, on the Grantor Property, construct, install, or place, or permit the construction, installation orplacement of, any fence, division, obstruction, impediment, or building or other structure of anytype, or plant any tree, drill any well, store materials of any kind, or materially alter ground levelby cut or fill, in such manner that will have a materially adverse impact on Grantee's use of theEasement.

(g)Maintenance of Easement. Grantee shall, at its sole cost and expense,maintainandrepairtheImprovementsingoodandsafeorderandcondition.Anyprovisionofthis Agreement to the contrary notwithstanding, if Grantor or its employees, agents, contractors,customers, tenants, licensees and invitees cause any damage (beyond normal wear and tear) toany Improvements, Grantor shall bear, without right of reimbursement, all costs and expensesnecessaryto repair suchdamage.

(h)Indemnity. Grantee shall and hereby does indemnify, defend and holdharmless Grantor for, from and against all claims, including any action or proceeding broughttherein, and all costs, losses, expenses and liabilities (including reasonable attorneys' fees andcosts of suit) arising from or in connection with the use of the Easement by Grantee or any of itsemployees, agents, contractors, customers, tenants, licensees and invitees, except to the extentcaused by the negligence or willful misconduct of Grantor or any of Grantor'semployees,agents, contractors, customers, tenants, licensees or invitees. The provisions of this Section shallsurvive any terminationof this Agreement or theEasement.

(i)Insurance.Prior to exercise any of its rights with respect to the Easement,including the construction or placement of any Improvements on the Grantor Property, Granteeshall obtain (or shall cause any contractors installing or maintaining the Improvements to obtain),and shall thereafter maintain, or cause to be maintained, at all times, commercial general liabilityinsurance for the Easement and against the risks of death, bodily injury, property damage andpersonal injury liability, with limits reasonably and customarily maintained by Grantee. SuchinsuranceshallnameGrantorasanadditionalinsured.GranteeshallprovidetoGrantoracertificate evidencing the required insurance within fifteen (15) days after request from Grantor.If a notice of non-renewal, cancellation or material change is issued with respect to Grantee'srequiredinsurance,GranteeshallobtainreplacementinsuranceandprovideareplacementcertificatetoGrantorwithinten(10)days,orGrantormayobtaintheinsuranceandcertificateand be entitled to reimbursement by Grantee for all reasonable costs incurred in connectiontherewith (provided, however, prior to being responsible for reimbursement to Grantor, Grantorshall have provided Grantee ten (10) days' notice and opportunity to cure with respect to theinsurance certificate).

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(j)Events of Default.Grantee shall be in default under this Agreement ifGrantee shall fail to fully and timely perform any of its obligations arising under this Agreementand such failure shallcontinue for thirty (30)daysafter Grantee'sreceiptof written notice ofsuch default from Grantor (each, an 'Event of Default'); provided, however, if such cure cannotreasonably be completed within such 30 day period, an Event of Default will not have occurredso long as Grantee has commenced such cure and is diligently pursuing such cure to completion.Upon the occurrence of an Event of Default, Grantor, at Grantor's sole option, shall have: (i) theright to enjoin any breach by Grantee; or (ii) exercise self-help rights to cure such Event ofDefault and seek reimbursement from Grantee of any reasonable actual expenses incurred inconnection therewith; provided, notwithstanding anything to the contrary contained herein, in noevent shall Grantor have the right to terminate this Agreement. Grantor shall be in default underthis Agreement if Grantor grants to any third party, or any third party uses the Grantor Property,in any manner that violates or reduces the value of Grantee's rights hereunder (including therights of exclusivity), and such grant or use is not corrected or cured within thirty (30) days afternotice by Grantee, or such longer period, not to exceed ninety (90) days, as reasonably requiredfor such correction or cure.The exclusivity granted to Grantee in this Agreement is a materialinducement to Grantee to enter into this Agreement and to cause the construction and installationof the Improvements, and it is expressly contemplated by the parties that any lost revenues orprofitsresultingtoGrantee(orpartiesderivingrightsthroughGrantee)fromathirdparty'suseof the Grantor Propertyin violation of such exclusivity are reasonably foreseeableand areunderstoodby Grantor inentering intothis Agreement.

3.Grantor's Rights.Grantor retains, reserves, and shall continue to enjoy the use ofthe Grantor Property subject to this Agreement provided such use does not adversely interferewith or prevent the use by Grantee (or its successors and assigns) of the rights granted hereunder.Notwithstanding anything to the contrary in this Agreement, Grantor shall not (i) use the GrantorProperty; or (ii) grant to any third-party any easement or other right in, to, over, under, across orthroughtheGrantorProperty, forthe same orsimilar useas the intended useof theEasement.

4.Covenants Run With the Land.The rights, easements and obligations establishedin this Agreement, includingwithout limitation the rights set forth inSection 2(c) hereof, willrun with the land and shall inure to the benefit of, and bind, the Grantor Parcel and successors-in-title(all orany portion)to theGrantor Parcel.

5.NoDedicationtoPublic;NoImpliedEasements.NothingcontainedinthisAgreementshall bedeemed to be a gift or dedication ofany portion of theGrantor Property tothe general public or for any public use or purpose whatsoever, it being the intention of theParties that this Agreement be for the exclusive benefit of the Parties, and that nothing herein,expressorimplied,shallconferuponanyperson,otherthanthePartiesandtheirheirs,administrators, legal representatives, successors and assigns, any rights or remedies under or byreason of this Agreement.No easements, except the easements expressly granted herein, shall beimpliedby this Agreement.

6.Miscellaneous.This Agreement will be governed in accordance with the laws oftheStateof[].IntheeventofanydisputearisingfromthisAgreementortheuseof theEasement,eachPartyshallandherebydoessubmititselftothesoleandexclusive

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jurisdictionof,andagreesthatpropertyvenueshallbein[]County,[].If either Party retains an attorney to enforce this Agreement, the Party prevailing in litigation isentitled to recover reasonable attorney's fees and court and other costs.This Agreement may beexecuted in any number of counterparts with the same effect as if all signatory Parties had signedthe same document. All counterparts will be construed together and will constitute one and thesameinstrument.EachPartyagreestoexecuteanddeliveranyadditionaldocumentsandinstrumentsandtoperformanyadditionalactsreasonablynecessaryorappropriatetoperformthe terms, provisions, and conditions of this Agreement and all transactions contemplated by thisAgreement.The paragraph headings in this Agreement are for convenience only, will in no waydefine or limit the scope or contentof this Agreement,andwillnotbe consideredinanyconstruction or interpretation of this Agreement or any part of this Agreement. This Agreementcontains the complete agreement of the Parties with respect to the subject matter hereof, and thisAgreementmayonlybeamended,modifiedorterminatedbywrittenagreementdulyexecutedby the Parties, recorded in the real property records of County in which the Grantor Property islocated.Timeis of theessenceof this Agreement.

7.Prior Work. Any work performed by Grantee (or its successors or assigns), onGrantor's Property prior to the date of this Agreement is specifically approved by Grantor anddeemedcovered by,andpart of,theEasement.

INWITNESSWHEREOF,thePartiesheretohavedulyexecutedthisAgreementthedayand year first abovewritten.

[signaturepages follow]

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EASEMENTAGREEMENT

(GrantorSignatureandAcknowledgment)

'Grantor'

[

],

[

]

By:

Name:

Title:

STATEOF

§

§

COUNTYOF

§

I,,aNotaryPublicinandforthecountyandstateaforesaid, DOHEREBYCERTIFYthat, of [],[],whoispersonallyknowntometobethesameperson whose name is subscribed to the foregoing instrument as such, appeared before me thisday in person and acknowledged that he/she executed said instrument on behalf of said limitedliabilitycompany for theuses and purposes therein setforth.

Givenundermyhandandnotarialseal, thisdayof,202.

NotaryPublic

MyCommissionExpires:

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EASEMENTAGREEMENT

(GranteeSignatureandAcknowledgment)

'Grantor'

[

],

[

]

By:

Name:

Title:

STATEOF

§

§

COUNTYOF

§

I,,aNotaryPublicinandforthecountyandstateaforesaid, DOHEREBYCERTIFYthat, of [],[],whoispersonallyknowntometobethesameperson whose name is subscribed to the foregoing instrument as such, appeared before me thisday in person and acknowledged that he/she executed said instrument on behalf of said limitedliabilitycompany for theusesand purposes thereinset forth.

Givenunder myhandandnotarial seal,this day of,202.

NotaryPublic

MyCommissionExpires:

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Exhibit A

GrantorParcel

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Annex A

1. NXRT Bella Solara, LLC

2. NXRT Torreyana, LLC

3. NXRT Bloom, LLC

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