Exhibit 10.2


 


MULTIFAMILY NOTE


 


	US
    $80,284,000.00	June 16,
    2022


 


FOR VALUE RECEIVED,
the undersigned (individually and collectively, “Borrower”) promises to pay to the order of KEYBANK NATIONAL ASSOCIATION,
a national banking association (“Lender”), the principal amount of EIGHTY MILLION TWO HUNDRED EIGHTY-FOUR THOUSAND
AND NO/100 DOLLARS (US $80,284,000.00) (the “Advance”), together with interest thereon accruing at the Interest
Rate on the unpaid principal balance from the date the Advance proceeds are disbursed until fully paid in accordance with the terms hereof
and of that certain Master Credit Facility Agreement dated as of November 30, 2021, by and between Borrower and Lender (as the same may
be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Master Agreement”). This
Note is entitled to the benefit and security of the Loan Documents provided for in the Master Agreement, to which reference is hereby
made for a statement of all of the terms and conditions under which the Advance evidenced hereby is made.


 


	1.	Defined Terms.



 


Capitalized terms used and
not specifically defined in this Multifamily Note (this “Note”) have the meanings given to such terms in the Master
Agreement.


 


	2.	Repayment.



 


Borrower agrees to pay the
principal amount of the Advance and interest on the principal amount of the Advance
from time to time outstanding at the Interest Rate or such other rate or rates and at the times specified in the Master Agreement, together
with all other amounts due to Lender under the Loan Documents. The outstanding balance of the Advance and all accrued and unpaid interest
thereon shall be due and payable on the Maturity Date, together with all other amounts due to Lender under the Loan Documents.


 


	3.	Security.



 


The Advance evidenced
by this Note, together with all other Indebtedness is secured by, among other things, the Security Instrument,
the Master Agreement and the other Loan Documents. All of the terms, covenants and conditions contained in the Master Agreement,
the Security Instrument and the other Loan Documents are hereby made part of this Note to
the same extent and with the same force as if they were fully set forth herein. In the event of a conflict or inconsistency between
the terms of this Note and the Master Agreement, the terms and provisions of the Master Agreement shall govern.


 


	4.	Acceleration.



 


In accordance with the
Master Agreement, if an Event of Default has occurred and is continuing, the entire unpaid principal balance of the Advance, any
accrued and unpaid interest, including interest accruing
at the Default Rate, the Prepayment Premium (if applicable), and all other amounts payable under this Note, the Master Agreement and
any other Loan Document shall at once become due and payable, at the option of Lender, without any prior notice to Borrower, unless
applicable law requires otherwise (and in such case, after satisfactory notice has been given).


 


	Multifamily Note – Multistate	Form 6010.MCFA	Page 1
	Fannie Mae	09-20	© 2020 Fannie Mae
	HAMILTON/KeyBank (2021 MCFA)	 	 



 



     


     


    

 


	5.	Personal Liability.



 


The provisions of Article 3
(Personal Liability) of the Master Agreement are hereby incorporated by reference into
this Note to the same extent and with the same force as if fully set forth herein.


 


	6.	Governing Law.



 


This Note shall be governed
in accordance with the terms and provisions of Section 15.01 (Choice of Law; Consent to Jurisdiction) of the Master Agreement.


 


	7.	Waivers.



 


Except as expressly provided
in the Master Agreement, presentment, demand for payment, notice of nonpayment and
dishonor, protest and notice of protest, notice of acceleration, notice of intent to
demand or accelerate payment or maturity, presentment for payment, notice of nonpayment,
and grace and diligence in collecting the Indebtedness are waived by Borrower, for and on behalf of itself, Guarantor and Key Principal,
and all endorsers and guarantors of this Note and all other third party obligors or others
who may become liable for the payment of all or any part of the Indebtedness.


 


	8.	Commercial Purpose.



 


Borrower represents that
the Indebtedness is being incurred by Borrower solely for the purpose of carrying on
a business or commercial enterprise or activity, and not for agricultural, personal, family or household purposes.


 


	9.	Construction; Joint and Several Liability.



 


(a)              
Section 15.09 (Construction) of the Master Agreement is hereby incorporated herein as if fully set forth in the body of this
Note.


 


(b)              
If more than one Person executes this Note as Borrower, the obligations of each such Person executing this Note shall be joint
and several.


 


	10.	Notices.



 


All Notices required
or permitted to be given by Lender to Borrower pursuant to this Note shall be given in accordance with Section 15.03 (Notice) of
the Master Agreement.


 


	Multifamily Note – Multistate	Form 6010.MCFA	Page 2
	Fannie Mae	09-20	© 2020 Fannie Mae
	HAMILTON/KeyBank (2021 MCFA)	 	 


 



     


     


    

 


	11.	Time is of the Essence.



 


Borrower agrees that, with
respect to each and every obligation and covenant contained in this Note, time is of the essence.


 


	12.	Loan Charges Savings Clause.



 


Borrower agrees to pay an
effective rate of interest equal to the sum of the Interest Rate and any additional rate of interest resulting from any other charges
of interest or in the nature of interest paid or to be paid in connection with the Advance and any other fees or amounts to be paid by
Borrower pursuant to any of the other Loan Documents. Neither this Note, the Master Agreement nor any of the other Loan Documents shall
be construed to create a contract for the use, forbearance or detention of money requiring payment of interest at a rate greater than
the maximum interest rate permitted to be charged under applicable law. It is expressly stipulated and agreed to be the intent of Borrower
and Lender at all times to comply with all applicable laws governing the maximum rate or amount of interest payable on the Indebtedness
evidenced by this Note and the other Loan Documents. If any applicable law limiting the amount of interest or other charges permitted
to be collected from Borrower is interpreted so that any interest or other charge or amount provided for in any Loan Document, whether
considered separately or together with other charges or amounts provided for in any other Loan Document, or otherwise charged, taken,
reserved or received in connection with the Advance, or on acceleration of the maturity of the Advance or as a result of any prepayment
by Borrower or otherwise, violates that law, and Borrower is entitled to the benefit of that law, that interest or charge is hereby reduced
to the extent necessary to eliminate any such violation. Amounts, if any, previously paid to Lender in excess of the permitted amounts
shall be applied by Lender to reduce the unpaid principal balance of the Advance without the payment of any prepayment premium (or, if
the Advance has been or would thereby be paid in full, shall be refunded to Borrower), and the provisions of the Master Agreement and
any other Loan Documents immediately shall be deemed reformed and the amounts thereafter collectible under the Master Agreement and any
other Loan Documents reduced, without the necessity of the execution of any new documents, so as to comply with any applicable law, but
so as to permit the recovery of the fullest amount otherwise payable under the Loan Documents. For the purpose of determining whether
any applicable law limiting the amount of interest or other charges permitted to be collected from Borrower has been violated, all Indebtedness
that constitutes interest, as well as all other charges made in connection with the Indebtedness that constitute interest, and any amount
paid or agreed to be paid to Lender for the use, forbearance or detention of the Indebtedness, shall be deemed to be allocated and spread
ratably over the stated term of the Advance. Unless otherwise required by applicable law, such allocation and spreading shall be effected
in such a manner that the rate of interest so computed is uniform throughout the stated term of the Advance.


 


	13.	WAIVER OF TRIAL BY JURY.



 


TO THE MAXIMUM EXTENT
PERMITTED BY LAW, EACH OF BORROWER AND LENDER (A) AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS
NOTE OR THE RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT
TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL
BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.


 


	Multifamily Note – Multistate	Form 6010.MCFA	Page 3
	Fannie Mae	09-20	© 2020 Fannie Mae
	HAMILTON/KeyBank (2021 MCFA)	 	 


 



     


     


    

 


	14.	Receipt of Loan Documents.



 


Borrower acknowledges receipt
of a copy of each of the Loan Documents.


 


	15.	Incorporation of Schedules.



 


The schedules, if any, attached
to this Note are incorporated fully into this Note by this reference and each constitutes a substantive part of this Note.


 


	16.	Security for this Note.



 


The Indebtedness evidenced
by this Note is secured by the Security Documents executed by Borrower or Borrower Affiliate. Reference is made hereby to the Master
Agreement and the Security Documents for additional rights and remedies of Lender relating to the Indebtedness evidenced by this Note.
Each Security Document shall be released in accordance with the provisions of the Master Agreement and the Security Documents.


 


	17.	No Reborrowing.



 


Any portion of the Advance
borrowed under this Note may not be reborrowed.


 


	18.	Cross-Default with Master Agreement.



 


The occurrence of an Event
of Default under the Master Agreement shall constitute an “Event of Default” under this Note, and, accordingly, upon the
occurrence and during the continuance of an Event of Default under the Master Agreement, the entire principal amount outstanding hereunder
and accrued interest thereon shall at once become due and payable, at the option of the holder hereof.


 


	19.	Advance Terms.



 


The provisions of Schedule
3.2 and Schedule 4.2 of the Master Agreement are hereby incorporated in their entirety as if such provisions were set forth
herein.


 


ATTACHED SCHEDULE.
The following Schedule is attached to this Note:


 


	 ̈	Schedule 1	Modifications to Note




 


[Remainder of Page Intentionally Blank]


 


	Multifamily Note – Multistate	Form 6010.MCFA	Page 4
	Fannie Mae	09-20	© 2020 Fannie Mae
	HAMILTON/KeyBank (2021 MCFA)	 	 


 



     


     


    

 


IN WITNESS WHEREOF,
Borrower has signed and delivered this Note under seal (where applicable) or has caused this Note to be signed and delivered under seal
(where applicable) by its duly authorized representative. Where applicable law so provides, Borrower intends that this Note shall be
deemed to be signed and delivered as a sealed instrument.


 


	 	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




 


	Multifamily Note – Multistate	Form 6010.MCFA	Page S-1
	Fannie Mae	09-20	© 2020 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




 


	Multifamily Note – Multistate	Form 6010.MCFA	Page S-2
	Fannie Mae	09-20	© 2020 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




 


	Multifamily Note – Multistate	Form 6010.MCFA	Page S-3
	Fannie Mae	09-20	© 2020 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




 


	 	WESTGATE APARTMENTS BURLINGTON, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	NewReal, Inc.,
	 	 	a Massachusetts corporation,
	 	 	its Manager




 


	 	By:	 	(SEAL)
	 	 	 	 
	 	Name:	Ronald Brown
	 	Title:	President




 


	Multifamily Note – Multistate	Form 6010.MCFA	Page S-4
	Fannie Mae	09-20	© 2020 Fannie Mae
	HAMILTON/KeyBank (2021 MCFA)	 	 


 



     


     


    

 


	 	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


 


	 	WESTGATE APARTMENTS, LLC,
	 	a Delaware limited liability company 
	 	 	 
	 	By:	NewReal, Inc.,
	 	 	a Massachusetts corporation,
	 	 	its Manager 




 


	 	By:	 	(SEAL)
	 	 	 	 
	 	Name:	Ronald Brown
	 	Title:	President


 


	Multifamily Note – Multistate	Form 6010.MCFA	Page S-5
	Fannie Mae	09-20	© 2020 Fannie Mae
	HAMILTON/KeyBank (2021 MCFA)	 	 


 



     


     


    

 


Pay to the order of _________________________________________________________,
without recourse.


 


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






 


	Multifamily Note – Multistate	Form 6010.MCFA	Page S-6
	Fannie Mae	09-20	© 2020 Fannie Mae
	HAMILTON/KeyBank (2021 MCFA)