EX-10.1



 Exhibit 10.1 
  





 
 KEYBANK NATIONAL ASSOCIATION 

CONFIRMATION 
  

			
	Date:	  	18-May-2016
		
	To:	  	NexPoint Residential Trust Operating Partnership, L.P. (“Counterparty”)
		
	Attn:	  	Kris Barber, Matt McGraner
		
	Email/Facsimile	  	
	Number:	  	kbarber@chathamfinancial.com, MMcGraner@HighlandCapital.com
		
	From:	  	KeyBank National Association (“KeyBank”)
		
	Re:	  	Interest Rate Swap Transaction (“Transaction”)
		  	(Deal # 318074 / Tran # 318076)
		
	USI:	  	1030451927318074RA425016110300000000000000

 Ladies and Gentlemen: 
 The
purpose of this letter agreement is to set forth the terms and conditions of the Transaction entered into between us on the Trade Date specified below. This letter agreement constitutes a “Confirmation” as referred to in the ISDA
Master Agreement specified below. 
 The definitions and provisions contained in the 2006 ISDA Definitions (the “Definitions”) as published by the
International Swaps and Derivatives Association, Inc. (“ISDA”), and amended from time to time, are incorporated into this Confirmation. In the event of any inconsistency between this Confirmation and the Definitions, this Confirmation
will govern.
 This Confirmation supplements, forms part of and is subject to, the ISDA Master Agreement dated as of May 09, 2016, as amended and
supplemented from time to time (the “Agreement”), between you and us. All provisions contained in the Agreement shall govern this Confirmation except as expressly modified below. 

Each party represents to the other party that:
  

	(a)	Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into this Transaction and as to whether this Transaction is appropriate or proper for it based upon its own
judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Transaction, it being understood that
information and explanations related to the terms and conditions of a Transaction will not be considered investment advice or a recommendation to enter into this Transaction. No communication (written or oral) received from the other party will be
deemed to be an assurance or guarantee as to the expected results of this Transaction. 


  
  

 

					
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	(b)	Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and
risks of this Transaction. It is also capable of assuming, and assumes, the risks of this Transaction. 

  

	(c)	Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of this Transaction. 


The terms of the Transaction to which this Confirmation relates are as follows: 

 

			
	1. General Terms:
		
	Notional Amount:	  	$100,000,000.00 USD
		
	Trade Date:	  	13-May-16
		
	Effective Date:	  	01-Jul-16
		
	Termination Date:	  	01-Jun-21
		
	Business Days:	  	New York
	
	Fixed Amounts Details:
		
	Fixed Rate Payer:	  	Counterparty
		
	 Fixed Rate Payer
 Payment Dates:
	  	Monthly, on the 1st, commencing on 01-Aug-16 up to and including the Termination date, subject to adjustment in accordance with Modified Following Business Day Convention
		
	Period End Dates:	  	Monthly on the 1st commencing 01-Aug-16 subject to No Adjustment
		
	Fixed Rate:	  	1.10550%
		
	Fixed Rate Day	  	
	Count Fraction:	  	Act/360
	
	Floating Amount Details:
		
	Floating Rate Payer:	  	KeyBank
		
	 Floating Rate Payer
 Payment Dates:
	  	Monthly, on the 1st, commencing on 01-Aug-16 up to and including the Termination date, subject to adjustment in accordance with Modified Following Business Day Convention
		
	Period End Dates:	  	Monthly on the 1st commencing 01-Aug-16 subject to No Adjustment
		
	Floating Rate for	  	
	Initial Calculation	  	
	Period including	  	
	Spread:	  	To be determined


  
  

 

					
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	Floating Rate Option:	  	USD-LIBOR-BBA, however, the reference to “two London Banking Days” in the third line of the definition of “USD-LIBOR-BBA” as published in Section 7.1.(w).(xvii) of the Definitions is replaced by “one London
Banking Day”
		
	Designated Maturity:	  	1-Month
		
	Spread:	  	None
		
	Floating Rate Day	  	
	Count Fraction:	  	Act/360
		
	Reset Dates:	  	The first day of each Floating Rate Payer Calculation Period, Subject to No Adjustment
		
	2. Calculation Agent:	  	As per the Agreement, or if not specified therein, KeyBank
		
	3. Account Details	  	
		
	Payment Method:	  	FEDWIRE
		
	Please pay us at:	  	KEYBANK NATIONAL ASSOCIATION
		  	ABA #
		  	A/C #
		  	ATTN: DERIVATIVE OPERATIONS
		
	We will pay you at:	  	NEXBANK SSB DALLAS TX
		  	ABA #
		  	FOR THE ACCOUNT OF NEXPOINT RESIDENTIAL TRUST, INC
		  	A/C #
		
	4. Other Provisions:	  	
		
	5. Other Conditions:	  	
		
	6. Counterparty Portal Access:	  	

 KeyBank will provide access to view the daily mid-market marks of your outstanding Transactions through a secured website, Key
Derivatives On-line (“KDO”). Unless you notify KeyBank in writing that you do not agree to receive the daily mid-market marks via KDO, you agree that KDO is an acceptable and reliable manner of disclosure. 

The following individuals will receive logon information and access to KDO once this Confirmation has been executed by an authorized signer(s) and returned to
KeyBank. Please provide additional names and contact information in writing as required. 
  

			
	 Name
	  	 Email Address

		  	                    
		  	            
		  	        


  
  

 

					
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 Please confirm the foregoing correctly sets forth the terms of our agreement by responding within two (2)
Business Days by returning an executed copy of this Confirmation to the attention of Derivative Operations at Derivatives_Documents@KeyBank.com or facsimile at (216) 370-6210. Failure to respond within such period shall not affect the validity
or enforceability of this Transaction, and shall be deemed to be an affirmation of the terms and conditions contained herein, absent manifest error. 
  

			
	Regards,
	
	KeyBank National Association
	
	 /s/ Mary Chudzinski

	Name:	 	Mary Chudzinski
	Title:	 	Authorized Signatory


  

	
	Accepted and Confirmed as of the Trade Date
	
	NexPoint Residential Trust Operating Partnership, L.P.
	
	 /s/ Brian Mitts

	Name: Brian Mitts
	Title: Authorized Signatory


  
  

 

					
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