Exhibit
10.1 


 


REAFFIRMATION,
JOINDER AND FIRST AMENDMENT TO

MASTER CREDIT FACILITY AGREEMENT


 


This
REAFFIRMATION, JOINDER AND FIRST AMENDMENT TO MASTER CREDIT FACILITY AGREEMENT (this “Amendment”) is made as of June 16,
2022, by and among (a) (i) the entities identified as Original Borrower
set forth on Schedule I attached hereto (individually and collectively, “Original Borrower”) and (ii) the
entities identified as Additional Borrower set forth on Schedule I attached hereto (individually and collectively, “Additional
Borrower”; together with Original Borrower, “Borrower”); (b) KEYBANK NATIONAL ASSOCIATION, a
national banking association (“Original Lender”); and (c) Fannie Mae,
the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq.
and duly organized and existing under the laws of the United States (“Fannie Mae”).


 


RECITALS


 


A.               
Original Borrower and Original Lender are parties to or have joined into
that certain Master Credit Facility Agreement dated as of November 30, 2021 (as amended, restated, supplemented, or otherwise modified
from time to time, the “Master Agreement”).


 


B.                
All of Original Lender’s right, title and interest in the Master
Agreement and the Loan Documents executed in connection with the Master Agreement or the transactions contemplated by the Master Agreement
have been assigned to Fannie Mae pursuant to that certain Assignment of Master Credit Facility Agreement and Other Loan Documents, dated
as of November 30, 2021, and Fannie Mae is the holder of each Note made prior to the date hereof. Further, Original Lender intends
to sell, transfer and deliver to Fannie Mae any Note made pursuant to the Master Agreement on or after the date hereof. Fannie Mae has
designated Original Lender as the servicer of the Advances made and contemplated by the Master Agreement. Notwithstanding the foregoing,
Fannie Mae has not assumed (i) any of the obligations of Original Lender under the Master Agreement to make Future Advances, or
(ii) any of the obligations of Original Lender which are servicing obligations delegated to Original Lender as servicer of the Advances.
Accordingly, all references to “Lender” in this Amendment and the Loan Documents shall be deemed to be (a) “Original
Lender” with respect to any Future Advances made under the Master Agreement and any servicing obligations with respect to the Outstanding
Advances, and (b) “Fannie Mae” with respect to the Outstanding Advances sold to and held by Fannie Mae.


 


C.                
Borrower has requested that Lender make a Future Advance pursuant to
the Master Agreement and that the Mortgaged Properties commonly known as (i) Courtyard at Westgate located in Middlesex County,
Massachusetts; (ii) Hamilton Village located in Middlesex County, Massachusetts; (iii) Stonebridge Apartments located in Norfolk
County, Massachusetts; and (iv) Westgate Apartments located in Middlesex County, Massachusetts (individually and collectively, the
 “Additional Mortgaged Property”) be added to the Collateral Pool.


 


	Reaffirmation,
    Joinder and First

 Amendment to Master Credit Facility 

Agreement	Form
    6601.MCFA	Page
    1
	Fannie
    Mae	08-21	©
    2021 Fannie Mae
	HAMILTON/KeyBank
    (2021 MCFA)	 	 



 






     


     


    

 


D.               
Additional Borrower desires to join into the Master Agreement as if it
were an Original Borrower thereunder.


 


E.                
The parties are executing this Amendment pursuant to the Master Agreement
to reflect (i) the making of a Future Advance by Lender in the amount of $80,284,000 (the “Future Advance”);
(ii) the addition of the Additional Mortgaged Property to the Collateral Pool; and (iii) the joinder of Additional Borrower
into the Master Agreement and other Loan Documents as if it were an Original Borrower thereunder.


 


AGREEMENT


 


NOW,
THEREFORE, the parties hereto, in consideration of the mutual promises and agreements contained in this Amendment and the Master Agreement,
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby agree as follows:


 


Section
1.               Recitals.
The recitals set forth above are incorporated herein by reference as if fully set forth in the body of this Amendment.


 


Section
2.               Capitalized
Terms. All capitalized terms used in this Amendment which are not specifically defined herein shall have the respective meanings
set forth in the Master Agreement.


 


Section
3.               Future
Advance. In connection with this Amendment, Lender is making
the Future Advance to Borrower.


 


Section
4.               Addition
of Mortgaged Property. The Additional Mortgaged Property is hereby
added to the Collateral Pool under the Master Agreement.


 


Section
5.               Joinder.
Additional Borrower hereby joins the Master Agreement and Loan Documents
as if it were an Original Borrower thereunder. Borrower agrees that all references to “Borrower” in the Loan Documents (including,
but not limited to, the Master Agreement and the Note) shall be deemed to include Additional Borrower and Original Borrower, and all
references to “Mortgaged Property” in the Loan Documents (other than the Security Instruments executed by Original Borrower)
shall be deemed to include the Additional Mortgaged Property.


 


Section
6.               Summary
of Master Terms. The Summary of Master Terms attached to the
Master Agreement is hereby amended by deleting Section I of the Summary of Master Terms and replacing it with Section I of
the Summary of Master Terms attached hereto.


 


Section
7.               Schedule
of Advance Terms. The Schedule of Advance Terms attached to the
Master Agreement is hereby supplemented with Schedule 3.2 attached hereto.


 


Section
8.               Prepayment
Premium Schedule. The Prepayment Premium Schedule attached to
the Master Agreement is hereby supplemented with Schedule 4.2 attached hereto.


 


	Reaffirmation,
    Joinder and First

 Amendment to Master Credit Facility 

Agreement	Form
    6601.MCFA	Page
    2
	Fannie
    Mae	08-21	©
    2021 Fannie Mae
	HAMILTON/KeyBank
    (2021 MCFA)	 	 



 






     


     


    

 


Section
9.               Required
Replacement Schedule. The Required Replacement Schedule attached
to the Master Agreement is hereby supplemented with Schedule 5.1 attached hereto.


 


Section
10.           Required
Repair Schedule. The Required Repair Schedule attached to the
Master Agreement is hereby supplemented with Schedule 6.1 attached hereto.


 


Section
11.           Ownership
Interests Schedule. The Ownership Interests Schedule attached
to the Master Agreement is hereby amended by deleting Schedule 13 and replacing it with Schedule 13 attached hereto.


 


Section
12.           Legal
Non-Conforming Status. Schedule 20 attached hereto
is hereby added to the Master Agreement.


 


Section
13.           Exhibit A.
Exhibit A to each of the Master Agreement and the Environmental
Indemnity Agreement is hereby deleted in its entirety and replaced with Exhibit A attached hereto.


 


Section
14.           Authorization.
Borrower represents and warrants that Borrower is duly authorized
to execute and deliver this Amendment and is and will continue to be duly authorized to perform its obligations under the Master Agreement,
as amended hereby.


 


Section
15.           Compliance
with Loan Documents. The representations and warranties set forth
in the Loan Documents executed or assumed by Borrower, as amended hereby, are true and correct with the same effect as if such representations
and warranties had been made on the date hereof, except for such changes as are specifically permitted under the Loan Documents. In addition,
Borrower has complied with and is in compliance with all of its covenants set forth in the Loan Documents, as amended hereby.


 


Section
16.           No
Event of Default. Borrower represents and warrants that, as of
the date hereof, no Event of Default under the Loan Documents executed or assumed by Borrower, as amended hereby, or event or condition
which, with the giving of notice or the passage of time, or both, would constitute an Event of Default, has occurred and is continuing.


 


Section
17.           Costs.
Borrower agrees to pay all fees and costs (including attorneys’
fees) incurred by Lender in connection with this Amendment.


 


Section
18.           Continuing
Force and Effect of Loan Documents. Except as specifically modified
or amended by the terms of this Amendment, all other terms and provisions of the Master Agreement and the other Loan Documents are incorporated
by reference herein and in all respects shall continue in full force and effect including Section 15.01 (Choice of Law; Consent
to Jurisdiction), Section 15.02 (Waiver of Jury Trial), Section 15.05 (Counterparts), Section 15.08 (Severability; Entire
Agreement; Amendments) and Section 15.09 (Construction) of the Master Agreement. Each Borrower, by execution of this Amendment,
hereby reaffirms, assumes and binds itself to all of the obligations, duties, rights, covenants, terms and conditions that are contained
in the Master Agreement and the other Loan Documents executed or assumed by it.


 


[Remainder
of Page Intentionally Left Blank]


 


	Reaffirmation,
    Joinder and First 

Amendment to Master Credit Facility 

Agreement	Form
    6601.MCFA	Page
    3
	Fannie
    Mae	08-21	©
    2021 Fannie Mae
	HAMILTON/KeyBank
    (2021 MCFA)	 	 



 



     


     


    




 


IN
WITNESS WHEREOF, the parties hereto have signed and delivered this
Amendment under seal (where applicable) or have caused this Amendment to be signed and delivered under seal (where applicable) by their
duly authorized representatives. Where Applicable Law so provides, the parties hereto intend that this Amendment shall be deemed to be
signed and delivered as a sealed instrument.


  





	 	ORIGINAL
    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
	 	 
	 	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
	 	 
	 	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
	 	 



 


	Reaffirmation,
    Joinder and First

 Amendment to Master Credit Facility 

Agreement	Form
    6601.MCFA	Page
    S-1
	Fannie
    Mae	08-21	©
    2021 Fannie Mae
	HAMILTON/KeyBank
    (2021 MCFA)	 	 



 





 






     


     


    

 


	 	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
	 	 
	 	HAMILTON
    OAKS ASSOCIATES, LLC,
 a Delaware limited liability company
	 	 
	 	By:	NewReal,
    Inc.,
	 	 	a
    Massachusetts corporation,
	 	 	its
    Manager
	 	 
	 	 	By:		(SEAL)
	 	 	 	 	 
	 	 	Name:	Ronald
    Brown
	 	 	Title:	President
	 	 
	 	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
	 	 



 


	Reaffirmation,
    Joinder and First

 Amendment to Master Credit Facility 

Agreement	Form
    6601.MCFA	Page
    S-2
	Fannie
    Mae	08-21	©
    2021 Fannie Mae
	HAMILTON/KeyBank
    (2021 MCFA)	 	 



 






     


     


    

 


	 	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
	 	 
	 	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
	 	 
	 	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
	 	 



	Reaffirmation,
    Joinder and First

 Amendment to Master Credit Facility 

Agreement	Form
    6601.MCFA	Page
    S-3
	Fannie
    Mae	08-21	©
    2021 Fannie Mae
	HAMILTON/KeyBank
    (2021 MCFA)	 	 







     


     


    

 


	 	WCB
    ASSOCIATES, LLC,
 a Delaware limited liability company
	 	 
	 	By:	NewReal,
    Inc.,
	 	 	a
    Massachusetts corporation,
	 	 	its
    Manager
	 	 
	 	 	By:		(SEAL)
	 	 	 	 	 
	 	 	Name:	Ronald
    Brown
	 	 	Title:	President
	 	 
	 	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




 


	Reaffirmation,
    Joinder and First 

Amendment to Master Credit Facility

 Agreement	Form
    6601.MCFA	Page
    S-4
	Fannie
    Mae	08-21	©
    2021 Fannie Mae
	HAMILTON/KeyBank
    (2021 MCFA)	 	 



 






     


     


    

  


	 	ADDITIONAL
    BORROWER:
	 	 
	 	WESTGATE
    APARTMENTS BURLINGTON, LLC,
 a Delaware limited liability company
	 	 
	 	By:	NewReal,
    Inc.,
	 	 	a
    Massachusetts corporation,
	 	 	its
    Manager
	 	 
	 	 	By:		(SEAL)
	 	 	 	 	 
	 	 	Name:	Ronald
    Brown
	 	 	Title:	President
	 	 
	 	SCHOOL
    STREET 9, LLC,
 a Delaware limited liability company
	 	 
	 	By:	NewReal,
    Inc.,
	 	 	a
    Massachusetts corporation,
	 	 	its
    Manager
	 	 
	 	 	By:		(SEAL)
	 	 	 	 	 
	 	 	Name:	Ronald
    Brown
	 	 	Title:	President
	 	 
	 	NERA
    DEAN STREET ASSOCIATES, LLC,
 a Delaware limited liability company
	 	 
	 	By:	NewReal,
    Inc.,
	 	 	a
    Massachusetts corporation,
	 	 	its
    Manager
	 	 
	 	 	By:		(SEAL)
	 	 	 	 	 
	 	 	Name:	Ronald
    Brown
	 	 	Title:	President
	 	 



 


	Reaffirmation,
    Joinder and First 

Amendment to Master Credit Facility

 Agreement	Form
    6601.MCFA	Page
    S-5
	Fannie
    Mae	08-21	©
    2021 Fannie Mae
	HAMILTON/KeyBank
    (2021 MCFA)	 	 



 






     


     


    

 


	 	WESTGATE
    APARTMENTS, LLC,
 a Delaware limited liability company 
	 	 
	 	By:	NewReal,
    Inc.,
	 	 	a
    Massachusetts corporation,
	 	 	its
    Manager
	 	 
	 	 	By:	 	(SEAL)
	 	 	 	 	 
	 	 	Name:	Ronald
    Brown
	 	 	Title:	President




 


	Reaffirmation,
    Joinder and First

 Amendment to Master Credit Facility 

Agreement	Form
    6601.MCFA	Page
    S-6
	Fannie
    Mae	08-21	©
    2021 Fannie Mae
	HAMILTON/KeyBank
    (2021 MCFA)	 	 



 






     


     


    

 


	 	ORIGINAL
    LENDER:
	 	 
	 	KEYBANK
    NATIONAL ASSOCIATION,
	 	a
    national banking association
	 	 
	 	By:	 	(SEAL)
	 	 	 	 
	 	Name:	Sherry
    Witt
	 	Title:	Senior
    Vice President



 





	Reaffirmation,
    Joinder and First

 Amendment to Master Credit Facility 

Agreement	Form
    6601.MCFA	Page
    S-7
	Fannie
    Mae	08-21	©
    2021 Fannie Mae
	HAMILTON/KeyBank
    (2021 MCFA)	 	 


 


 






     


     


    

 


	 	FANNIE
    MAE:
	 	 
	 	Fannie
    Mae
	 	 	 
	 	By:	 	(SEAL)
	 	 	 	 
	 	Name:	 
	 	Title:	 





 


	Reaffirmation,
    Joinder and First

 Amendment to Master Credit Facility

 Agreement	Form
    6601.MCFA	Page
    S-8
	Fannie
    Mae	08-21	©
    2021 Fannie Mae
	HAMILTON/KeyBank
    (2021 MCFA)	 	 



 






     


     


    

 


SCHEDULE
I


 


Borrower


 


Original
Borrower


 


		(a)	COMMONWEALTH
                                            1144 LIMITED PARTNERSHIP, a Massachusetts limited partnership



		(b)	COMMONWEALTH
                                            1137 LIMITED PARTNERSHIP, a Massachusetts limited partnership



		(c)	NORTH
                                            BEACON 140 LIMITED PARTNERSHIP, a Massachusetts limited partnership



		(d)	EXECUTIVE
                                            APARTMENTS LIMITED PARTNERSHIP, a Massachusetts limited partnership



		(e)	HAMILTON
                                            OAKS ASSOCIATES, LLC, a Delaware limited liability company



		(f)	HIGHLAND
                                            38 LIMITED PARTNERSHIP, a Massachusetts limited partnership



		(g)	OLDE
                                            ENGLISH APARTMENTS LIMITED PARTNERSHIP, a Massachusetts limited partnership



		(h)	REDWOOD
                                            HILLS LIMITED PARTNERSHIP, a Massachusetts limited partnership



		(i)	RIVER
                                            DRIVE LIMITED PARTNERSHIP, a Massachusetts limited partnership



		(j)	WCB
                                            ASSOCIATES, LLC, a Delaware limited liability company



		(k)	CLOVELLY
                                            APARTMENTS LIMITED PARTNERSHIP, a Massachusetts limited partnership



 


Additional
Borrower


 


		(a)	WESTGATE
                                            APARTMENTS BURLINGTON, LLC, a Delaware limited liability company



		(b)	SCHOOL
                                            STREET 9, LLC, a Delaware limited liability company



		(c)	NERA
                                            DEAN STREET ASSOCIATES, LLC, a Delaware limited liability company



		(d)	WESTGATE
                                            APARTMENTS, LLC, a Delaware limited liability company



 


	Reaffirmation,
    Joinder and First 

Amendment to Master Credit Facility 

Agreement	Form
    6601.MCFA	Page
    1
	Schedule
    I	08-21	©
    2021 Fannie Mae
	HAMILTON/KeyBank
    (2021 MCFA)	 	 



 






     


     


    

 


SCHEDULES
AND EXHIBITS


 


The
Schedules and Exhibits list attached to the Master Agreement is hereby deleted in its entirety and restated as follows:


 


Schedules


 


	Schedule
    1	Definitions
    Schedule – General	 
	Schedule
    2	Summary
    of Master Terms	 
	Schedule
    3.1	Schedule
    of Advance Terms	 
	Schedule
    3.2	Schedule
    of Advance Terms	 
	Schedule
    4.1	Prepayment
    Premium Schedule	Form
    6104.01 [modified] [05-20]
	Schedule
    4.2	Prepayment
    Premium Schedule	Form
    6104.01 [modified] [05-20]
	Schedule
    5	Required
    Replacement Schedule	 
	Schedule
    5.1	Required
    Replacement Schedule	 
	Schedule
    6	Required
    Repair Schedule	 
	Schedule
    6.1	Required
    Repair Schedule	 
	Schedule
    7	General
    Conditions Schedule	 
	Schedule
    8	Property-Related
    Documents Schedule	 
	Schedule
    9	Conversion
    Schedule	 
	Schedule
    10	Mortgaged
    Property Release Schedule	 
	Schedule
    11	Mortgaged
    Property addition Schedule	 
	Schedule
    12	[Intentionally
    Deleted]	 
	Schedule
    13	Ownership
    Interests Schedule	 
	Schedule
    14	Future
    Advance Schedule	 
	Schedule
    15	Letter
    of Credit Schedule	 
	Schedule
    16	Exceptions
    to Representations and Warranties Schedule	 
	Schedule
    17	SPE
    Requirements Schedule	 
	Schedule
    18	Waiver
    of Imposition Deposits	Form
    6228 [modified] [04-12]
	Schedule
    19	Replacement
    Reserve Waiver	Form
    6220 [modified] [08-14]
	Schedule
    19-A	Addenda
    to Schedule 2 – Replacement Reserve Waiver	Form
    6102.04 [04-12]
	Schedule
    20	Legal
    Non-Conforming Status	Form
    6275 [modified] [04-22]


 







	Reaffirmation,
    Joinder and First 

Amendment to Master Credit Facility 

Agreement	Form
    6601.MCFA	Page
    1
	Schedules
    and Exhibits	08-21	©
    2021 Fannie Mae
	HAMILTON/KeyBank
    (2021 MCFA)	 	 



 






     


     


    




 


Exhibits


 


	Exhibit
    A	Mortgaged
    Properties	 
	Exhibit
    B	Conversion
    Request	 
	Exhibit
    C	Release
    Request	 
	Exhibit
    D	Addition
    Request	 
	Exhibit
    E	Future
    Advance Request	 
	Exhibit
    F	[Intentionally
    Deleted]	 
	Exhibit
    G	Annual
    Certification (Borrower)	 
	Exhibit
    H	[Intentionally
    Deleted]	 
	Exhibit
    I	Confirmation
    of Guaranty	 
	Exhibit
    J	Confirmation
    of Environmental Indemnity Agreement	 
	Exhibit
    K-1	Organizational
    Certificate (Borrower)	 
	Exhibit
    K-2	[Intentionally
    Deleted]	 
	Exhibit
    L	Confirmation
    of Obligations	 
	 	 	 	 


 


	Reaffirmation,
    Joinder and First 

Amendment to Master Credit Facility

 Agreement	Form
    6601.MCFA	Page
    2
	Schedules
    and Exhibits	08-21	©
    2021 Fannie Mae
	HAMILTON/KeyBank
    (2021 MCFA)	 	 



 






     


     


    

 



 


Borrower hereby acknowledges and agrees that
the Schedules and Exhibits referenced above are hereby incorporated fully into this Master Agreement by this reference and each constitutes
a substantive part of this Master Agreement.


 


	 	 	 	 	 
	 	Borrower Initials	 	Borrower Initials	 



 





	 	 	 	 	 
	 	Borrower Initials	 	Borrower Initials	 


 





	 	 	 	 	 
	 	Borrower Initials	 	Borrower Initials	 


 





	 	 	 	 	 
	 	Borrower Initials	 	Borrower Initials	 


 





	 	 	 	 	 
	 	Borrower Initials	 	Borrower Initials	 


 





	 	 	 	 	 
	 	Borrower Initials	 	Borrower Initials	 


 





	 	 	 	 	 
	 	Borrower Initials	 	Borrower Initials	 


 





	 	 	 	 	 
	 	Borrower Initials	 		 


 





	Reaffirmation, Joinder
                       and First


Amendment to Master Credit Facility


Agreement

Schedules and Exhibits 



HAMILTON/KeyBank (2021 MCFA)

	Form 6601.MCFA

                                                08-21
	Initial
                                            Page

                                                                                ©
                                            2021 Fannie Mae



 


 






     


    


    

 


SCHEDULE 2

TO MASTER CREDIT FACILITY AGREEMENT


 


Summary of Master Terms


 


	I.           GENERAL
    PARTY AND MULTIFAMILY PROJECT INFORMATION
	Borrower	(a)     COMMONWEALTH
    1144 LIMITED PARTNERSHIP, a Massachusetts limited partnership

    (b)     COMMONWEALTH
    1137 LIMITED PARTNERSHIP, a Massachusetts limited partnership

    (c)     NORTH
    BEACON 140 LIMITED PARTNERSHIP, a Massachusetts limited partnership

    (d)     EXECUTIVE
    APARTMENTS LIMITED PARTNERSHIP, a Massachusetts limited partnership

    (e)     HAMILTON
    OAKS ASSOCIATES, LLC, a Delaware limited liability company

    (f)      HIGHLAND
    38 LIMITED PARTNERSHIP, a Massachusetts limited partnership

    (g)     OLDE
    ENGLISH APARTMENTS LIMITED PARTNERSHIP, a Massachusetts limited partnership

    (h)     REDWOOD
    HILLS LIMITED PARTNERSHIP, a Massachusetts limited partnership

    (i)      RIVER
    DRIVE LIMITED PARTNERSHIP, a Massachusetts limited partnership

    (j)      WCB
    ASSOCIATES, LLC, a Delaware limited liability company

    (k)     CLOVELLY
    APARTMENTS LIMITED PARTNERSHIP, a Massachusetts limited partnership

    (l)      WESTGATE
    APARTMENTS BURLINGTON, LLC, a Delaware limited liability company

    (m)    SCHOOL
    STREET 9, LLC, a Delaware limited liability company

    (n)     NERA
    DEAN STREET ASSOCIATES, LLC, a Delaware limited liability company

    (o)     WESTGATE
    APARTMENTS, LLC, a Delaware limited liability company

     




 





	Reaffirmation, Joinder
                       and First


Amendment to Master Credit Facility


Agreement

Schedule 2 (Summary of Master Terms)



HAMILTON/KeyBank (2021 MCFA)

	Form 6001.MCFA

                                                07-21
	Page
                                            1

                                                                                ©
                                            2021 Fannie Mae



 






     


    


    

 


	Lender	KEYBANK
    NATIONAL ASSOCIATION, a national banking association
	Key
    Principal	(a)     NEW
    ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP, a Massachusetts limited partnership

    (b)     JAMESON
    BROWN

     

	Guarantor	N/A
	Multifamily
    Project	(a)    Commonwealth
    Apartments

    (b)    Commonwealth
    Gardens

    (c)    Courtyard
    at North Beacon

    (d)    Executive
    Apartments

    (e)    Hamilton
    Oaks

    (f)     Highland
    Street Apartments

    (g)    Olde
    English Village

    (h)    Redwood
    Hills

    (i)     River
    Drive Apartments

    (j)     Westside
    Colonial Apartments

    (k)    Clovelly
    Apartments

    (l)     Courtyard
    at Westgate

    (m)   Hamilton
    Village

    (n)    Stonebridge
    Apartments

    (o)    Westgate
    Apartments

     







 


	Affordable
    Housing Property	Commonwealth Apartments

     ̈       Yes

    x       No

     

    Commonwealth Gardens

     ̈       Yes

    x       No

     

    Courtyard at North Beacon

     ̈       Yes

    x       No

     

    Executive Apartments

     ̈       Yes

    x       No

     

    Hamilton Oaks

     ̈       Yes

    x       No

     

    

     




 





	Reaffirmation, Joinder
                       and First


Amendment to Master Credit Facility


Agreement

Schedule 2 (Summary of Master Terms)



HAMILTON/KeyBank (2021 MCFA)

	Form 6001.MCFA

                                                07-21
	Page
                                            2

                                                                                ©
                                            2021 Fannie Mae



 








     


     


    

 


		
    Highland Street Apartments

     ̈       Yes

    x       No

     

    Olde English Village

     ̈       Yes

    x       No

     

    Redwood Hills

     ̈       Yes

    x       No

     

    River Drive Apartments

     ̈       Yes

    x       No

     

    Westside Colonial Apartments

     ̈       Yes

    x       No

     

    Courtyard at Westgate

     ̈       Yes

    x       No

     

    Hamilton Village

     ̈       Yes

    x       No

     

    Stonebridge Apartments

     ̈       Yes

    x       No

     

    Westgate Apartments

     ̈       Yes

    x       No

     

	ADDRESSES
	Borrower’s
    General Business Address	c/o The Hamilton Company, Inc.

    39 Brighton Avenue

    Boston, Massachusetts 02134

     

	Borrower’s
    Notice Address	c/o The Hamilton Company, Inc.

    39 Brighton Avenue

    Boston, Massachusetts 02134

    Attn: Jameson Brown, CEO and Andrew Bloch, CFO

    Email: jbrown@thehamiltoncompany.com and abloch@thehamiltoncompany.com

     




 





	Reaffirmation, Joinder
                       and First


Amendment to Master Credit Facility


Agreement

Schedule 2 (Summary of Master Terms)



HAMILTON/KeyBank (2021 MCFA)

	Form 6001.MCFA

                                                07-21
	Page
                                            3

                                                                                ©
                                            2021 Fannie Mae



 






     


    


    

 


	Multifamily
    Project Address	Commonwealth Apartments

    1144 Commonwealth Ave, Allston, Norfolk County
    and Suffolk County, Massachusetts 02134

     

    Commonwealth Gardens

    1137 Commonwealth Ave, Allston, Suffolk County,
    Massachusetts 02134

     

    Courtyard at North Beacon

    140 North Beacon St, Brighton, Suffolk County,
    Massachusetts 02135

     

    Executive Apartments

    545 Worcester Rd, Framingham, Middlesex County,
    Massachusetts 01701

     

    Hamilton Oaks

    30 Oak St Extension, Brockton, Norfolk County
    and Plymouth County, Massachusetts 02301

     

    Highland Street Apartments

    38 Highland St, Lowell, Middlesex County, Massachusetts
    01852

     

    Olde English Village

    714 Chelmsford St, Lowell, Middlesex County,
    Massachusetts 01851

     

    Redwood Hills

    376 Sunderland Rd, Worcester, Worcester County,
    Massachusetts 01604

     

    River Drive Apartments

    3 River Drive, Danvers, Essex County, Massachusetts
    01923

     

    Westside Colonial Apartments

    10 Westland St, Brockton, Plymouth County, Massachusetts
    02301

     

    Clovelly Apartments

    160 Concord St, Nashua, Hillsborough County,
    New Hampshire 03064

     

    Courtyard at Westgate

    105 Westgate Dr, Burlington, Middlesex County,
    Massachusetts 01803

     

    Hamilton Village

    9 School St, Framingham, Middlesex County, Massachusetts
    01701

     

    Stonebridge Apartments

    38 Dean St, Norwood, Norfolk County, Massachusetts
    02062

     

    Westgate Apartments

    2 Westgate Dr, Woburn, Middlesex County, Massachusetts
    01801

     




 





	Reaffirmation, Joinder
                       and First


Amendment to Master Credit Facility


Agreement

Schedule 2 (Summary of Master Terms)



HAMILTON/KeyBank (2021 MCFA)

	Form 6001.MCFA

                                                07-21
	Page
                                            4

                                                                                ©
                                            2021 Fannie Mae



 






     


    


    

 


	Key
    Principal’s General Business Address	c/o The Hamilton Company, Inc.

    39 Brighton Avenue

    Boston, Massachusetts 02134

     

	Key
    Principal’s Notice Address	c/o The Hamilton Company, Inc.

    39 Brighton Avenue

    Boston, Massachusetts 02134

    Attn: Jameson Brown, CEO and Andrew Bloch, CFO

    Email: jbrown@thehamiltoncompany.com and abloch@thehamiltoncompany.com

     

	Guarantor’s
    General Business Address	N/A
	Guarantor’s
    Notice Address	N/A
	Lender’s
    General Business Address	127 Public Square

    Cleveland, Ohio 44114

	Lender’s
    Notice Address	KeyBank Real Estate Capital - Servicing Department

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Mail code: KS-01-11-0501

    Attention: Servicing Manager

     




 





	Reaffirmation, Joinder
                       and First


Amendment to Master Credit Facility


Agreement

Schedule 2 (Summary of Master Terms)



HAMILTON/KeyBank (2021 MCFA)

	Form 6001.MCFA

                                                07-21
	Page
                                            5

                                                                                ©
                                            2021 Fannie Mae



 






     


    


    

 


	Lender’s
    Payment Address	c/o KeyBank Real Estate Capital

    Post Office Box 145404

    Cincinnati, Ohio 45250

     



 


[Remainder of Page Intentionally Blank]


 





	Reaffirmation, Joinder
                       and First


Amendment to Master Credit Facility


Agreement

Schedule 2 (Summary of Master Terms)



HAMILTON/KeyBank (2021 MCFA)

	Form 6001.MCFA

                                                07-21
	Page
                                            2

                                                                                ©
                                            2021 Fannie Mae



 






     


    


    

 


SCHEDULE
3.2

TO MASTER CREDIT FACILITY AGREEMENT


 


Schedule of Advance Terms


 	
    I.       INFORMATION
    FOR $80,284,000 FIXED ADVANCE

    MADE JUNE 16,
    2022

	Advance Amount	$80,284,000
	Advance Term	One hundred twenty (120) months
	Advance Year	The period beginning on the Effective Date and ending on the last day of June, 2023, and each successive twelve (12) month period thereafter
	Amortization Period	Zero (0) months
	Amortization Type	
     ̈        Amortizing

    x       Full
    Term Interest Only

     ̈        Partial
    Interest Only

     

	Effective Date	June 16, 2022
	First Payment Date	The first day of August, 2022
	Fixed Rate	4.33%





 





	Reaffirmation, Joinder
                       and First


Amendment to Master Credit Facility


Agreement

Schedule 3.2 (Schedule of Advance Terms)



HAMILTON/KeyBank (2021 MCFA)

	Form 6001.MCFA

                                                07-21
	Page
                                            1

                                                                                ©
                                            2021 Fannie Mae



 






     


    


    

 


	Interest
    Accrual Method	 ̈       30/360
    (computed on the basis of a three hundred sixty (360) day year consisting of twelve (12) thirty (30) day months)

     

    or

     

    x       Actual/360
    (computed on the basis of a three hundred sixty (360) day year and the actual number of calendar days during the applicable
    month, calculated by multiplying the unpaid principal balance of the Advance by the Interest Rate, dividing the product by three
    hundred sixty (360), and multiplying the quotient obtained by the actual number of days elapsed in the applicable month)

     

	Interest
    Only Term	One
    hundred twenty (120) months
	Interest
    Rate	The
    Fixed Rate
	Interest
    Rate Type	Fixed
    Rate
	Maturity
    Date	The
    first day of July, 2032, or any earlier date on which the unpaid principal balance of the Advance becomes due and payable by acceleration
    or otherwise
	Monthly
    Debt Service Payment	For
    Full Term Interest Only (Actual/360):

     

    (i)       $299,348
    for the First Payment Date; and

     

    (ii)       for
    each Payment Date thereafter until the Advance is fully paid:

     

    (a)       $270,379
    if the prior month was a 28-day month;

     

    (b)       $280,035
    if the prior month was a 29-day month;

     

    (c)       $289,691
    if the prior month was a 30-day month; and

     

    (d)       $299,348
    if the prior month was a 31-day month

     

	Prepayment
    Lockout Period	The
    0 Advance Year of the term of the Advance
	Remaining
    Amortization Period	For Interest-Only Loans:

     

    N/A

     

	 	 	 





 





	Reaffirmation, Joinder
                       and First


Amendment to Master Credit Facility


Agreement

Schedule 3.2 (Schedule of Advance Terms)



HAMILTON/KeyBank (2021 MCFA)

	Form 6001.MCFA

                                                07-21
	Page
                                            2

                                                                                ©
                                            2021 Fannie Mae



 






     


    


    

 


	II.           YIELD
    MAINTENANCE/PREPAYMENT PREMIUM INFORMATION
	 

    Yield Maintenance Period End Date

     

    or

     

    Prepayment Premium Period End Date

     
	The
    last day of December, 2031
	 

    Yield Maintenance Period Term

     

    or

     

    Prepayment Premium Period Term

     
	One
    hundred fourteen (114) months


 


[Remainder of Page Intentionally Blank]


 





	Reaffirmation, Joinder
                       and First


Amendment to Master Credit Facility


Agreement

Schedule 3.2 (Schedule of Advance Terms)



HAMILTON/KeyBank (2021 MCFA)

	Form 6001.MCFA

                                                07-21
	Page
                                            3

                                                                                ©
                                            2021 Fannie Mae



 






     


    


    

 


SCHEDULE
4.2

TO MASTER CREDIT FACILITY AGREEMENT


 


Prepayment Premium Schedule


(Standard Yield Maintenance – Fixed Rate)


 


1.             Defined Terms.


 


All capitalized terms used
but not defined in this Prepayment Premium Schedule shall have the meanings assigned to them in this Master Agreement.


 


2.             Prepayment Premium.


 


Any Prepayment Premium payable
under Section 2.04 (Prepayment; Prepayment Lockout; Prepayment Premium) of this Master Agreement shall be computed as follows:


 


(a)              
If the prepayment is made at any time after the Effective Date and before the Yield Maintenance Period End Date, the Prepayment
Premium shall be the greater of:


 


		(1)	one
                                            percent (1%) of the amount of principal being prepaid; or



 


		(2)	the
                                            product obtained by multiplying:



 


(A)            
the amount of principal being prepaid,


 


		by	



 


(B)           
the difference obtained by subtracting from the Fixed Rate on the Advance, the Yield Rate (as defined below) on the twenty-fifth
Business Day preceding (i) the Intended Prepayment Date, or (ii) the date Lender accelerates the Advance or otherwise accepts
a prepayment pursuant to Section 2.6 (Application of Collateral) of this Master Agreement,


 


		by	



 


		(C)	the present value factor calculated using the following formula:



 


1 - (1 + r)-n/12


r


 


		[r=	Yield
Rate



 





	Reaffirmation, Joinder
                       and First


Amendment to Master Credit Facility


Agreement

Schedule 4.2 (Prepayment Premium

Schedule)



HAMILTON/KeyBank (2021 MCFA)

	Form 6104.01

                                                05-20
	Page
                                            1

                                                                                ©
                                            2021 Fannie Mae



 






     


    


    

 


		n =	the number of months remaining between (i) either
                                            of the following: (x) in the case of a voluntary prepayment, the last day of the month
                                            in which the prepayment is made, or (y) in any other case, the date on which Lender
                                            accelerates the unpaid principal balance of the Advance and (ii) the Yield Maintenance
                                            Period End Date.



 


For purposes of this clause (2),
the “Yield Rate” means the yield calculated by interpolating the yields for the immediately shorter and longer term
U.S. “Treasury constant maturities” (as reported in the Federal Reserve Statistical Release H.15 Selected Interest Rates
(the “Fed Release”) under the heading “U.S. government securities”) closest to the remaining term of the
Yield Maintenance Period Term, as follows (rounded to three (3) decimal places):


 


 


 


		a
                              =	the
                                            yield for the longer U.S. Treasury constant maturity



 


		b
                              =	the
                                            yield for the shorter U.S. Treasury constant maturity



 


		x
                              =	the
                                            term of the longer U.S. Treasury constant maturity



 


		y
                              =	the
                                            term of the shorter U.S. Treasury constant maturity



 


		z
                              =	“n”
                                            (as defined in the present value factor calculation above) divided by twelve (12).



 


For purposes of this clause (2), if
the Yield Rate is calculated to be zero, the number 0.00001 shall be deemed to be the Yield Rate.


 


Notwithstanding any provision to the
contrary, if “z” equals a term reported under the U.S. “Treasury constant maturities” subheading in the
Fed Release, the yield for such term shall be used, and interpolation shall not be necessary. If publication of the Fed Release is discontinued
by the Federal Reserve Board, Lender shall determine the Yield Rate from another source selected by Lender. Any determination of the
Yield Rate by Lender will be binding absent manifest error.]


 





	Reaffirmation, Joinder
                       and First


Amendment to Master Credit Facility


Agreement

Schedule 4.2 (Prepayment Premium

Schedule)



HAMILTON/KeyBank (2021 MCFA)

	Form 6104.01

                                                05-20
	Page
                                            2

                                                                                ©
                                            2021 Fannie Mae



 






     


    


    

 


(b)              
If the prepayment is made on or after the Yield Maintenance Period End Date but before the last calendar day of the fourth month
prior to the month in which the Maturity Date occurs, the Prepayment Premium shall be one percent (1%) of the amount of principal
being prepaid.


 


(c)              
Notwithstanding the provisions of Section 2.04 (Prepayment; Prepayment Lockout; Prepayment Premium) of this Master Agreement,
no Prepayment Premium shall be payable with respect to any prepayment made on or after the last calendar day of the fourth month prior
to the month in which the Maturity Date occurs.


 


[Remainder of Page Intentionally Blank]


 





	Reaffirmation, Joinder
                       and First


Amendment to Master Credit Facility


Agreement

Schedule 4.2 (Prepayment Premium

Schedule)



HAMILTON/KeyBank (2021 MCFA)

	Form 6104.01

                                                05-20
	Page
                                            3

                                                                                ©
                                            2021 Fannie Mae



 






     


    


    

 


SCHEDULE 5.1


TO MASTER CREDIT FACILITY AGREEMENT


 


Supplement to Required Replacement Schedule


 


	Mortgaged Property	 	Initial
    Replacement Reserve Deposit	 	 	Monthly
    Replacement Reserve Deposit	 
	Courtyard at Westgate	 	$	0	 	 	$	960	 
	Hamilton Village	 	$	0	 	 	$	5,643	 
	Stonebridge Apartments	 	$	0	 	 	$	1,731	 
	Westgate Apartments	 	$	0	 	 	$	5,519	 



 


Courtyard at Westgate


 


 


 





	Reaffirmation, Joinder
                       and First


Amendment to Master Credit Facility


Agreement

Schedule 5.1 (Supplement to Required

Replacement Schedule)



HAMILTON/KeyBank (2021 MCFA)

	Form 6601.MCFA

                                                08-21
	Page
                                            1

                                                                                ©
                                            2021 Fannie Mae



 






     


    


    

 


Hamilton Village


 


 


 


Stonebridge Apartments


 


 


 





	Reaffirmation, Joinder
                       and First


Amendment to Master Credit Facility


Agreement

Schedule 5.1 (Supplement to Required

Replacement Schedule)



HAMILTON/KeyBank (2021 MCFA)

	Form 6601.MCFA

                                                08-21
	Page
                                            2

                                                                                ©
                                            2021 Fannie Mae



 






     


    


    

 



 


Westgate Apartments


 


 


 


[Remainder of Page Intentionally Blank]


 


	Reaffirmation, Joinder and First


Amendment to Master Credit Facility


Agreement

Schedule 5.1 (Supplement to Required

Replacement Schedule)

HAMILTON/KeyBank (2021 MCFA)

	Form 6601.MCFA

                                                08-21
	Page 3

                                                                                ©
                                            2021 Fannie Mae




 






     


     


    

 


SCHEDULE 6.1


TO MASTER CREDIT FACILITY AGREEMENT


 


Supplement to Required Repair Schedule


 


	Mortgaged Property Name:	 	Courtyard at Westgate
	Mortgaged Property Address:	 	105 Westgate Dr, Burlington, Middlesex County, Massachusetts 01803
	Fannie Mae Collateral Reference Number:	 	9999110278-001
	Repairs Escrow Deposit:	 	$15,625




 


 


 


	Reaffirmation, Joinder and First


Amendment to Master Credit Facility


Agreement

Schedule 6.1 (Supplement to Required

Repair Schedule)

HAMILTON/KeyBank (2021 MCFA)

	Form 6601.MCFA

                                                08-21
	Page 1

                                                                                ©
                                            2021 Fannie Mae



 






     


     


    

 


	Mortgaged Property Name:	 	Hamilton Village
	Mortgaged Property Address:	 	9 School St, Framingham, Middlesex County, Massachusetts 01701
	Fannie Mae Collateral Reference Number:	 	9999110279-001
	Repairs Escrow Deposit:	 	$161,638




 





 


	Mortgaged Property Name:	 	Stonebridge Apartments
	Mortgaged Property Address:	 	38 Dean St, Norwood, Norfolk County, Massachusetts 02062
	Fannie Mae Collateral Reference Number:	 	9999110280-001
	Repairs Escrow Deposit:	 	$30,313




 


 


 





	Reaffirmation, Joinder and First


Amendment to Master Credit Facility


Agreement

Schedule 6.1 (Supplement to Required

Repair Schedule)

HAMILTON/KeyBank (2021 MCFA)

	Form 6601.MCFA

                                                08-21
	Page 2

                                                                                ©
                                            2021 Fannie Mae



 






     


     


    

 


	Mortgaged Property Name:	 	Westgate Apartments
	Mortgaged Property Address:	 	2 Westgate Dr, Woburn, Middlesex County, Massachusetts 01801
	Fannie Mae Collateral Reference Number:	 	9999110281-001
	Repairs Escrow Deposit:	 	$0




 


 


 


	Reaffirmation, Joinder and First


Amendment to Master Credit Facility


Agreement

Schedule 6.1 (Supplement to Required

Repair Schedule)

HAMILTON/KeyBank (2021 MCFA)

	Form 6601.MCFA

                                                08-21
	Page 3

                                                                                ©
                                            2021 Fannie Mae



 






     


     


    

 


SCHEDULE 13


TO MASTER CREDIT FACILITY AGREEMENT


 


Ownership Interests Schedule


 





 





	Reaffirmation, Joinder and First


Amendment to Master Credit Facility


Agreement

Schedule 13 (Ownership Interests

 Schedule)

HAMILTON/KeyBank (2021 MCFA)

	Form 6601.MCFA

                                                08-21
	Page 1

                                                                                ©
                                            2021 Fannie Mae



 






     


     


    

 


 


 








 





	Reaffirmation, Joinder
                       and First


Amendment to Master Credit Facility


Agreement

Schedule 6.1 (Supplement to Required 

Repair Schedule)

HAMILTON/KeyBank
(2021 MCFA)

	Form 6601.MCFA

                                                08-21
	Page 2

                                                                                ©
                                            2021 Fannie Mae



 






     


     


    

 


 


 


 


 





	Reaffirmation, Joinder
                       and First


Amendment to Master Credit Facility


Agreement

Schedule 6.1 (Supplement to Required 

Repair Schedule)

HAMILTON/KeyBank
(2021 MCFA)

	Form 6601.MCFA

                                                08-21
	Page 3

                                                                                ©
                                            2021 Fannie Mae



 






     


     


    

 


 


 


 


 


	Reaffirmation, Joinder
                       and First


Amendment to Master Credit Facility


Agreement

Schedule 6.1 (Supplement to Required 

Repair Schedule)

HAMILTON/KeyBank
(2021 MCFA)

	Form 6601.MCFA

                                                08-21
	Page 4

                                                                                ©
                                            2021 Fannie Mae



 






     


     


    

 














 


 


 





	Reaffirmation, Joinder
                       and First


Amendment to Master Credit Facility


Agreement

Schedule 6.1 (Supplement to Required 

Repair Schedule)

HAMILTON/KeyBank
(2021 MCFA)

	Form 6601.MCFA

                                                08-21
	Page 5

                                                                                ©
                                            2021 Fannie Mae



 






     


     


    

 








 


 


 


	Reaffirmation, Joinder
                       and First


Amendment to Master Credit Facility


Agreement

Schedule 6.1 (Supplement to Required 

Repair Schedule)

HAMILTON/KeyBank
(2021 MCFA)

	Form 6601.MCFA

                                                08-21
	Page 6

                                                                                ©
                                            2021 Fannie Mae



 






     


     


    

 








 





	Reaffirmation, Joinder
                       and First


Amendment to Master Credit Facility


Agreement

Schedule 6.1 (Supplement to Required 

Repair Schedule)

HAMILTON/KeyBank
(2021 MCFA)

	Form 6601.MCFA

                                                08-21
	Page 7

                                                                                ©
                                            2021 Fannie Mae



 






     


     


    

 


SPE Owners:


Commonwealth Apartments, Inc., a Massachusetts
corporation


Commonwealth Gardens, Inc., a Massachusetts corporation


Courtyard on North Beacon, Inc., a Massachusetts
corporation


Executive Apartments, Inc., a Massachusetts corporation


Highland 38, Inc., a Massachusetts corporation


Olde English Apartments, Inc., a Massachusetts
corporation


Redwood Hills, Inc., a Massachusetts corporation


River Drive, Inc., a Massachusetts corporation


Clovelly Apartments, Inc., a Massachusetts corporation


 





	Reaffirmation, Joinder
                       and First


Amendment to Master Credit Facility


Agreement

Schedule 6.1 (Supplement to Required 

Repair Schedule)

HAMILTON/KeyBank
(2021 MCFA)

	Form 6601.MCFA

                                                08-21
	Page 8

                                                                                ©
                                            2021 Fannie Mae



 






     


     


    

 


SCHEDULE 20


TO MASTER CREDIT FACILITY AGREEMENT


 


Legal Non-Conforming Status


 


The foregoing Master Agreement
is hereby modified as follows:


 


1.                 
Capitalized terms used and not specifically defined herein have the meanings given to such terms in the Master Agreement.


 


2.                 
Section 3.02(a) (Personal Liability Based on Lender’s Loss (Partial Recourse)) of the Master Agreement is hereby amended
by adding the following subsection to the end thereof:


 


(10)       any
casualty or Condemnation Action affecting any Mortgaged Property if:


 


(A)       the
applicable Mortgaged Property is a legal non-conforming use or has legally non-conforming status under Applicable Law; and


 


(B)       the
affected Improvements at such Mortgaged Property cannot be rebuilt to their pre-casualty or pre-condemnation condition under Applicable
Law.


 


[Remainder of Page Intentionally Blank]


 





	Reaffirmation, Joinder and First


Amendment to Master Credit Facility


Agreement

Schedule 20  (Legal Non-Conforming

Status)

HAMILTON/KeyBank (2021 MCFA)

	Form 6275 [modified]

                                                04-22
	Page 1

                                                                                ©
                                            2021 Fannie Mae



 






     


     


    

 


Exhibit
A


TO MASTER
CREDIT FACILITY AGREEMENT


and
ENVIRONMENTAL INDEMNITY AGREEMENT


 


SCHEDULE OF MORTGAGED PROPERTIES


AND INITIAL VALUATIONS


 


	PROPERTY	 	LOCATION	 	OWNER	 	INITIAL

 VALUATION	 	 	INITIAL

 ALLOCABLE 

FACILITY 

AMOUNT	 
	Commonwealth Apartments	 	1144 Commonwealth Ave, Allston, Norfolk County and Suffolk County, Massachusetts 02134	 	Commonwealth 1144 Limited Partnership, a Massachusetts limited partnership	 	$	80,300,000	 	 	$	32,325,000	 
	Commonwealth Gardens	 	1137 Commonwealth Ave, Allston, Suffolk County, Massachusetts 02134	 	Commonwealth 1137 Limited Partnership, a Massachusetts limited partnership	 	$	18,100,000	 	 	$	5,440,000	 
	Courtyard at North Beacon	 	140 North Beacon St, Brighton, Suffolk County, Massachusetts 02135	 	North Beacon 140 Limited Partnership, a Massachusetts limited partnership	 	$	33,200,000	 	 	$	12,683,000	 
	Executive Apartments	 	545 Worcester Rd, Framingham, Middlesex County, Massachusetts 01701	 	Executive Apartments Limited Partnership, a Massachusetts limited partnership	 	$	16,200,000	 	 	$	8,190,000	 
	Hamilton Oaks	 	30 Oak St Extension, Brockton, Norfolk County and Plymouth County, Massachusetts 02301	 	Hamilton Oaks Associates, LLC, a Delaware limited liability company	 	$	47,800,000	 	 	$	26,666,000	 
	Highland Street Apartments	 	38 Highland St, Lowell, Middlesex County, Massachusetts 01852	 	Highland 38 Limited Partnership, a Massachusetts limited partnership	 	$	6,600,000	 	 	$	3,960,000	 
	Olde English Village	 	714 Chelmsford St, Lowell, Middlesex County, Massachusetts 01851	 	Olde English Apartments Limited Partnership, a Massachusetts limited partnership	 	$	16,000,000	 	 	$	9,608,000	 
	Redwood Hills	 	376 Sunderland Rd, Worcester, Worcester County, Massachusetts 01604	 	Redwood Hills Limited Partnership, a Massachusetts limited partnership	 	$	28,500,000	 	 	$	17,105,000	 



 


	Reaffirmation, Joinder and First


Amendment to Master Credit Facility


Agreement

Exhibit A

HAMILTON/KeyBank (2021 MCFA)

	Form 6601.MCFA

                                                18-21
	Page 1

                                                                                ©
                                            2021 Fannie Mae



 






     


     


    

 


	PROPERTY	 	LOCATION	 	OWNER	 	INITIAL

 VALUATION	 	 	INITIAL

 ALLOCABLE 

FACILITY 

AMOUNT	 
	River Drive Apartments	 	3 River Drive, Danvers, Essex County, Massachusetts 01923	 	River Drive Limited Partnership, a Massachusetts limited partnership	 	$	15,900,000	 	 	$	9,543,000	 
	Westside Colonial Apartments	 	10 Westland St, Brockton, Plymouth County, Massachusetts 02301	 	WCB Associates, LLC, a Delaware limited liability company	 	$	32,100,000	 	 	$	19,266,000	 
	Clovelly Apartments	 	160 Concord St, Nashua, Hillsborough County, New Hampshire 03064	 	Clovelly Apartments Limited Partnership, a Massachusetts limited partnership	 	$	18,900,000	 	 	$	11,214,000	 
	Courtyard at Westgate	 	105 Westgate Dr, Burlington, Middlesex County, Massachusetts 01803	 	Westgate Apartments Burlington, LLC, a Delaware limited liability company	 	$	8,400,000	 	 	$	4,494,000	 
	Hamilton Village	 	9 School St, Framingham, Middlesex County, Massachusetts 01701	 	School Street 9, LLC, a Delaware limited liability company	 	$	52,400,000	 	 	$	26,993,000	 
	Stonebridge Apartments	 	38 Dean St, Norwood, Norfolk County, Massachusetts 02062	 	NERA Dean Street Associates, LLC, a Delaware limited liability company	 	$	18,300,000	 	 	$	10,322,000	 
	Westgate Apartments	 	2 Westgate Dr, Woburn, Middlesex County, Massachusetts 01801	 	Westgate Apartments, LLC, a Delaware limited liability company	 	$	77,100,000	 	 	$	38,475,000	 



 





	Reaffirmation, Joinder and First


Amendment to Master Credit Facility


Agreement

Exhibit A

HAMILTON/KeyBank (2021 MCFA)

	Form 6601.MCFA

                                                18-21
	Page 2

                                                                                ©
                                            2021 Fannie Mae