Exhibit 10.1


 


 


 


RATE LOCK AUTHORIZATION AGREEMENT - 

(Hamilton Company
NERA Portfolio - Credit Facility)


 


This Rate Lock Authorization Agreement dated as
of November __, 2021 (“Effective Date”) is entered into pursuant to the terms and provisions of that certain Term Sheet
accepted August 23, 2021 (the “Term Sheet”) issued by KEYBANK NATIONAL ASSOCIATION, a national banking association (“Lender”),
to the undersigned sponsor New England Realty Associates Limited Partnership, a Massachusetts limited partnership (“Sponsor”).
Pursuant to the Term Sheet, the undersigned Borrowers (each individually a “Borrower”) intend to enter into a loan transaction
with Lender for delivery of loan advances to Fannie Mae under a structured credit facility transaction (“Credit Facility”).
The Credit Facility is to be evidenced by a Master Credit Facility Agreement that will be entered into by and between Lender and Borrower
(“Master Agreement”) in the form attached hereto as Exhibit C. All capitalized terms not otherwise defined herein shall
have the meaning ascribed to such term in the Master Agreement.


 


By executing this Rate Lock Authorization Agreement,
Borrowers authorize Lender to obtain an Initial Advance funding commitment for the Portfolio (named below) with the terms summarized below:


 


	Portfolio Name	Hamilton Company NERA Fannie Mae Credit Facility
	Name of Property and Address	See Exhibit A
	Borrower(s)	See Exhibit A
	Guarantor(s)	N/A
	Key Principal(s)	New England Realty Associates Limited Partnership; Jameson Brown
	Amount of Initial Advance	$156,000,000
	Term of Initial Advance	120 months
	Amortization Period	N/A
	Interest Only Term	120 months
	Yield Maintenance Period	114 months
	Prepayment Premium/Yield Maintenance Period Term	Yield Maintenance:  Calculated by formula set forth in Schedule 4.1 of the Master Agreement (but in no event less than 1% of the outstanding principal balance) for the number of years set forth above.  Prepayment is permitted at par during the last 3 months prior to the maturity date of the Loan. 
	Fixed Interest Rate	
    2.91% (Estimate Only – Final Interest Rate to be determined
    at the time of Rate Lock)

	Accrual Basis	Actual/360
	Closing Deadline 	November 30, 2021
	Rate Lock Expiration Date	November 12, 2021
	Good Faith Deposit	2.00% of the Initial Advance
	Origination Fee	0.55% of the Initial Advance (0.10% of which is due to Fannie Mae)
	Replacement Reserve Funding Requirement	See SCHEDULE 5 TO MCFA, attached
	Repairs and Required Repair Escrow Funding	See SCHEDULE 6 TO MCFA, attached
	Tax and Insurance Escrow Funding	See MCFA Article 12, attached


 






     


     


    

 


The
parties agree to lock the rate for the fixed rate Loan to be issued under the Master Agreement upon receipt of a 2.00% good faith deposit
based on the Initial Advance for each fixed rate Loan in accordance with the above terms. Sponsor acknowledges that, upon Sponsor’s
instruction to Rate Lock, Lender will also promptly lock the rate on the Initial Advance. Borrower and Sponsor acknowledge that the Rate
Lock cannot occur until legal counsel to Fannie Mae has confirmed that all Rate Lock conditions have been satisfied. Borrower and Sponsor
further acknowledge that if Rate Lock occurs and Lender fails to close and deliver the Initial Advance on or before the Closing Deadline,
Fannie Mae will suffer substantial damages for locking the rate and taking a position in the financial market under a corresponding MBS
transaction, and Fannie Mae will seek reimbursement of its damages from Lender. Should the Initial Advance not close for any reason other
than arising from Lender’s sole default, or if Lender is unable to satisfy any post-delivery purchase conditions raised by Fannie
Mae which requires action or cooperation from Borrower that Borrower does not fulfill (and Lender has otherwise used good faith efforts
to close), Borrowers and Sponsor will be liable for all actual damages suffered by Lender and Fannie Mae and any Fannie Mae MBS investor
relating to interest rate and other breakage costs incurred in connection with such Rate Lock together with all enforcement costs and
expenses incurred by Lender and Fannie Mae in collecting such damages (including without limitation, actual and documented out of pocket
third party fees and costs and reasonable and documented out of pocket legal fees and expenses incurred in connection with such enforcement).
Lender shall apply the Good Faith Deposit to payment of such damages, plus Lender’s documented out of pocket expenses described
above, and Borrower and Sponsor will be liable for any deficiency which will be immediately payable upon Lender’s demand therefor.
Lender may also assign to Fannie Mae any claim for such damages that Lender may have against Borrower and Sponsor. The Lender will credit
to the Borrower the full amount of the Good Faith Deposit at Closing. Any return of the Good Faith Deposit to Borrowers prior to Lender’s
assertion of a claim for damages does not affect Borrower’s and Sponsor’s obligations hereunder.


 


This Rate Lock Authorization Agreement shall not
be binding unless the enclosed copy hereof is signed by Borrower and Sponsor and returned via electronic delivery, along with a wire transfer
of funds, pursuant to the wiring instructions set forth on Exhibit C attached hereto, and in the amount of the Good Faith
Deposit, to Lender on or before the Effective Date. Upon closing of the Initial Advance, Lender will refund the Good Faith Deposit to
Borrower. If the Initial Advance has not closed by 5:00 p.m. (EST) by the Closing Deadline, the Good Faith Deposit shall be deemed
earned and retained by Lender unless such failure is the sole default of Lender.


 


A scanned and emailed copy of a duly executed
and accepted counterpart of this Rate Lock Authorization Agreement (together with Lender’s receipt of the Good Faith Deposit) shall
be sufficient to evidence the binding agreement of each party to the terms hereof. Borrower and Lender each agree to promptly return to
the other an original, duly executed counterpart of this Rate Lock Authorization Agreement following the delivery of a scanned and emailed
copy hereof.


 






     


     


    







 


Borrower hereby requests Lender to lock an interest
rate for the Initial Advance that is no higher than the Interest Rate set forth above. If you have any questions, please contact your
Lender representative Michael T. Johnson at 770-510-2135 or by email at Michael_T_Johnson@KeyBank.com.


 


	 	Very truly yours,
	 	 
	 	KEYBANK NATIONAL ASSOCIATION, a national
    banking association




 


	 	By:	
	 	Name:	Michael T. Johnson
	 	Title:	Senior Vice President




 






     


     


    







 


	 	AGREED AND ACCEPTED:
	 	 
	 	 
	 	BORROWER:
	 	 
	 	COMMONWEALTH 1144 LIMITED PARTNERSHIP,

    a Massachusetts limited partnership




 


	 	By:	Commonwealth Apartments, Inc.,
	 	a Massachusetts corporation,
	 	its General Partner




 


	 	By:	__________________________________(SEAL)







	 	Name:	Ronald
Brown
	 	Title:	President


 





	 	BORROWER:
	 	 
	 	COMMONWEALTH 1137
    LIMITED PARTNERSHIP,

    a Massachusetts limited partnership



 


	 	By:	Commonwealth
Gardens, Inc.,
	 	 	a Massachusetts corporation,
	 	 	its General Partner





 



	 	By:	__________________________________(SEAL)







	 	 	Name:	Ronald
Brown
	 	 	Title:	President


 





	 	BORROWER:
	 	 
	 	NORTH
BEACON 140 LIMITED PARTNERSHIP,

a Massachusetts limited partnership



 


	 	By:	Courtyard
on North Beacon, Inc.,
	 	 	a Massachusetts corporation,
	 	 	its General Partner


 





	 	By:	__________________________________(SEAL)








	 	 	Name:	Ronald
Brown
	 	 	Title:	President


 






     


     


    

 


	 	BORROWER:
	 	 
	 	EXECUTIVE APARTMENTS LIMITED PARTNERSHIP,

    a Massachusetts limited partnership



 





	 	By:	Executive Apartments, Inc.,
	 	 	a Massachusetts corporation,
	 	 	its General Partner


 


	 	By:	__________________________________(SEAL)








	 	 	Name:	Ronald
    Brown
	 	 	Title:	President


 





	 	BORROWER:
	 	 
	 	


HAMILTON
OAKS ASSOCIATES, LLC,

a Delaware limited liability company






 


	 	By:	NewReal, Inc.,
	 	 	a Massachusetts corporation,
	 	 	its Manager








 


	 	By:	__________________________________(SEAL)








	 	 	Name:	Ronald
    Brown
	 	 	Title:	President


 





	 	BORROWER:
	 	 
	 	HIGHLAND 38 LIMITED PARTNERSHIP,

    a Massachusetts limited partnership



 





	 	By:	Highland 38, Inc.,
	 	 	a Massachusetts corporation,
	 	 	its General Partner


 





	 	By:	__________________________________(SEAL)








	 	 	Name:	Ronald
    Brown
	 	 	Title:	President


 






     


     


    

 





	 	BORROWER:
	 	 
	 	


OLDE
ENGLISH APARTMENTS LIMITED PARTNERSHIP,

a Massachusetts limited partnership






 





	 	By:	Olde English Apartments, Inc.,
	 	 	a Massachusetts corporation,
	 	 	its General Partner


 








	 	By:	__________________________________(SEAL)








	 	 	Name:	Ronald
    Brown
	 	 	Title:	President


 


	 	BORROWER:
	 	 
	 	REDWOOD
    HILLS LIMITED PARTNERSHIP,

    a Massachusetts limited partnership






 


	 	By:	Redwood Hills, Inc.,
	 	 	a Massachusetts corporation,
	 	 	its General Partner








 











	 	By:	__________________________________(SEAL)








	 	 	Name:	Ronald
    Brown
	 	 	Title:	President


 





	 	BORROWER:
	 	 
	 	RIVER
    DRIVE LIMITED PARTNERSHIP,

    a Massachusetts limited partnership



 


	 	By:	River Drive, Inc.,
	 	 	a Massachusetts corporation,
	 	 	its General Partner


 















	 	By:	__________________________________(SEAL)








	 	 	Name:	Ronald
    Brown
	 	 	Title:	President


 






     


     


    

 


	 	BORROWER:
	 	 
	 	WCB
ASSOCIATES, LLC,

a Delaware limited liability company






 





	 	By:	NewReal, Inc.,
	 	 	a Massachusetts corporation,
	 	 	its Manager


 


















	 	By:	__________________________________(SEAL)








	 	 	Name:	Ronald
Brown
	 	 	Title:	President


 





	 	BORROWER:
	 	 
	 	CLOVELLY APARTMENTS LIMITED PARTNERSHIP,

    a Massachusetts limited partnership



 





	 	By:	Clovelly
Apartments, Inc.,
	 	 	a Massachusetts corporation,
	 	 	its General Partner


 





















	 	By:	__________________________________(SEAL)








	 	 	Name:	Ronald
Brown
	 	 	Title:	President


 






     


     


    

 


Exhibit “A”


 


Name of Property, Borrower and Address


 


 


 






     


     


    







 


EXHIBIT “B”


 


Special Conditions


 


		1.	Lender’s preliminary underwritten annualized Net Operating Income (“Preliminary NOI”)
for the Properties is $12,742,676 for purposes of Rate Lock. The Preliminary NOI and Underwritten Interest Rate support the Loan Amount.
This is preliminary and may change once Lender completes its underwriting of the Mortgage Loan. Such change could affect the loan amount
available under the Loan Commitment and the Fannie Mae Commitment.



 


		2.	The Loan Amount may not exceed 55.00% of final aggregate underwritten value of the Properties. Lender’s
preliminary aggregate value for the Properties is $314,200,000, which supports the Loan Amount. This is preliminary and may change once
Lender completes its full underwriting of the Mortgage Loan. Such change could affect the loan amount available under the Loan Commitment
and the Fannie Mae Commitment.



 


		3.	The Borrowers must sign Fannie Mae’s “Streamlined Rate Lock Agreement” in the event
that Borrowers wish to execute a streamlined rate lock per Fannie Mae’s requirements. The “Streamlined Rate Lock Agreement”
to be signed is either attached as an exhibit to this Commitment or has been delivered separately to Borrowers.



 


		4.	Prior to Rate Lock, all Master Agreement modifications and Fannie Mae Waiver requests must be approved
by Lender and Fannie Mae. Approval of any Master Agreement modifications subsequent to Rate Lock shall be at the sole discretion of Fannie
Mae and the Lender, and any refusal by the Lender shall not constitute a defense of the Borrowers to the failure by the Borrowers to close
the Mortgage Loan in accordance with the Rate Lock Authorization Agreement (in the amount of the Rate Lock Loan Amount).



 


		5.	Within 3 business days of Rate lock, all outstanding Due Diligence must be received by Lender in order
to complete its Full Underwriting. KBREC must complete the full underwriting no later than 5 days after Rate Lock.



 


		6.	Prior to Rate Lock, Lender must review all remaining due diligence items, including but not limited to
the following legal items:



 


		a.	Copies of executed Rate Lock Agreement, SERL Agreement and Good Faith Deposit.
		b.	Items identified as required for Rate Lock in the most recent legal checklist circulated by Lender’s Counsel.



 


		7.	Prior to Closing, Lender must review all remaining due diligence items, including but not limited to the
following legal items:



 


		a.	Final loan approval from Fannie Mae and Lender internal credit committee.
		b.	Items circulated in the most recent legal checklist from Lender’s Counsel.
		c.	Satisfactory completion of required Borrower-related compliance checks.
		d.	Receipt of final 3rd party reports, including final Phase I and property condition reports.
Final immediate repair and replacement reserves will be based on final property condition reports.



 






     


     


    







 


EXHIBIT “C”


 


Master Credit Facility Agreement


 


See Attached.


 






     


     


    







 


EXHIBIT “D”


 


Lender Wiring Instructions for Good Faith Deposit


 


KeyBank National Association 


4224 Ridge Lea Road 


Amherst, NY 14226-3350 


Attn: KBREC Fundings


 


	ABA:	# 021-300-077
	Account:	# 953-001-430
	Account Holder:	KeyBank National Association 
	Reference:	Loan Number: 10224925 
	Property Name:	Hamilton Company NERA Portfolio – Credit Facility 
	Amount of Wire:	$3,120,000
	Purpose of Wire:	2.00% Commitment Fee




 


Please contact Brendan O’Keefe if there are any questions at
(617) 385-6276.