THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE ACT) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, MORTGAGED, HYPOTHECATED, ENCUMBERED, GIFTED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION THEREFROM. THIS NOTE MAY NOT BE TRANSFERRED WITHOUT THE CONSENT OF THE MAKER TO THE EXTENT REQUIRED UNDER THE TERMS OF SECTION 7 HEREOF. ANY ATTEMPT TO TRANSFER THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID.
NON-NEGOTIABLE PROMISSORY NOTE
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|$20,000,000.00 || |
| || ||Issue Date: May 4, 2020|
FOR VALUE RECEIVED, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED BY EACH OF THE UNDERSIGNED, EACH OF THE UNDERSIGNED HEREBY AGREES THAT, FRONT YARD RESIDENTIAL CORPORATION, a Maryland corporation (with its successors, the Maker), promises to pay to AMHERST SFRP VI REIT, LLC, a Delaware limited liability company (with its successors and registered permitted assigns, the Noteholder), the sum of Twenty Million U.S. Dollars (U.S.$20,000,000), or such lesser principal amount as may be outstanding on the Maturity Date (as defined below), together with interest accrued on the outstanding principal balance from time to time as provided herein, at a rate per annum as hereinafter set forth. Interest on the principal balance outstanding hereunder shall be computed on the basis of a year of 360 days, for the actual number of days elapsed, (a) from the Issue Date of this Non-Negotiable Promissory Note (this Note) set forth above (the Issue Date) or (b) if later, the day such principal was advanced, and paid for the actual number of days elapsed (including the first day but excluding the last day).
This Note has been executed and delivered pursuant to and in accordance with the terms and conditions of the Termination and Settlement Agreement, dated May 4, 2020 (as amended, restated, modified, waived or supplemented from time to time, the Termination and Settlement Agreement), by and among Maker, BAF Holdings, LLC, a Delaware limited liability company, BAF Sub, LLC, a Maryland limited liability company, and Amherst Single Family Residential Partners VI, LP, a Delaware limited partnership.
All payments of the principal of, and interest on, this Note and all other obligations evidenced hereby shall be made to the Noteholder not later than 3:00 p.m. (New York time) on the date when due, by wire transfer to the Noteholders account (details of which are provided by the Noteholder to the Maker) or in such other manner as the Maker and the Noteholder shall mutually agree, in lawful money of the United States of America in same day funds.
1. Accrual and Imposition of Interest. The outstanding principal amount of this Note shall bear interest (computed daily until paid) at the Benchmark Rate (as defined below) from time to time plus five percent (5.00%) per annum, which shall be due and payable in arrears on the first Business Day (as defined below) of each calendar quarter and, in the case of accrued and unpaid interest on any principal amount hereof prepaid or repaid, on the date of such prepayment or repayment. Notwithstanding the foregoing, while any Event of Default exists and for so long as it continues, upon and following written notice of the same from the Noteholder (or automatically in the case of an Event of Default described in Section 6(e) hereof), the outstanding principal amount of this Note shall bear interest at a rate that is two percent (2.00%) in excess of the rate of interest otherwise payable thereon under this Note. All interest shall be payable in arrears on the first Business Day of each calendar quarter.