Exhibit 10.3



Loan No.   527600:11 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (the “Guaranty”), is   entered into effective as of May 31, 2018 by NEW ENGLAND REALTY ASSOCIATES   LIMITED PARTNERSHIP, a Massachusetts limited partnership (“NE Realty”) and   HBC HOLDINGS, LLC, a Massachusetts limited liability company (“HBC”, and   together with NE Realty, collectively, jointly and severally, the   “Guarantor”), in favor of JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), a   Michigan corporation (the “Lender”), and the subsequent owners and holders of   the herein below defined Note. RECITALS: A. Hamilton Park Towers, LLC, a   Delaware limited liability company (the “Borrower”) has requested a loan (the   “Loan”) from Lender in the amount of $125,000,000 to be evidenced by the   Mortgage Note of even date herewith executed by Borrower, payable to Lender   in the original principal sum of $125,000,000 (the “Note”), and secured by,   inter alia, the Mortgage, Assignment of Leases and Rents and Security   Agreement of even date herewith executed by Borrower in favor of Lender   covering certain property in Norfolk County, Massachusetts (the “Mortgage”);   B. Section 19 of the Note sets forth certain amounts, obligations and other   liabilities for which Borrower is fully liable to Lender (the “Recourse   Obligations”), notwithstanding limitations on Borrower’s liability pursuant   to said Section 19 of the Note; C. Guarantor will benefit directly and   substantially from the making of the Loan; and D. As a condition to making   the Loan, Lender has required that Guarantor guarantee the payment of the   Recourse Obligations and performance of the obligations set forth in Section   1 below (the “Guaranteed Obligations”). AGREEMENT: NOW, THEREFORE, as a   material inducement to Lender to agree to make the Loan to Borrower, and for   other good and valuable consideration, the receipt and sufficiency of which   are hereby acknowledged, Guarantor hereby does irrevocably and   unconditionally warrant and represent unto and covenant with Lender as   follows: 1. Guaranty.Guarantor hereby (a) guarantees unto Lender the full and   timely payment of the amounts due, or to become due, to Lender under the   Recourse Obligations and (b) agrees with Lender to pay to Lender (i) the   amounts due under the Recourse Obligations within five (5) days from the date   Lender notifies Guarantor of Borrower’s failure to pay the same, if and when   the same becomes due, and at the place specified in the Note for payment and   (ii) Lender’s reasonable attorneys’ fees and all court costs incurred by   Lender in enforcing or protecting any of Lender’s rights, remedies or   recourses hereunder. 2. Guarantor’s Representations and Warranties. Guarantor   hereby warrants and represents unto Lender as follows: 114250603.5 


    




 










(a) that this   Guaranty constitutes the legal, valid and binding obligation of Guarantor and   is fully enforceable against Guarantor in accordance with its terms; (b)   Guarantor is solvent and the execution of this Guaranty Agreement does not   render Guarantor insolvent. Any and all financial statements, balance sheets,   net worth statements and other financial data which have heretofore been   furnished to Lender with respect to Guarantor fairly and accurately present   the financial condition of Guarantor as of the date they were furnished to   Lender and, since that date, there has been no material adverse change in the   financial condition of Guarantor; (c) that there are no legal proceedings or   material claims or demands pending against or, to the best of Guarantor's   knowledge threatened against, Guarantor or any of its assets which would   materially adversely impact Guarantor’s ability to repay its obligations   hereunder; (d)that the execution and delivery of this Guaranty and the   assumption of liability hereunder have been in all respects authorized and   approved by Guarantor and its general partner; Guarantor has full authority   and power to execute this Guaranty and to perform its obligations hereunder;   and (e) that neither the execution nor the delivery of this Guaranty nor the   fulfillment and compliance with the provisions hereof will conflict with,   result in a breach of, constitute a default under or result in the creation   of any lien, charge, or encumbrance upon any property or assets of Guarantor   under any agreement or instrument to which Guarantor is now a party or by   which it may be bound. 3. Waiver. Guarantor hereby waives (a) all notices of   acceptance hereof, protest, demand and dishonor, presentment, notice of   nonpayment, notice of intention to accelerate maturity, notice of   acceleration of maturity and all notices and demands of any kind now or   hereafter provided for by any statute or rule of law other than the five (5)   day notice referred to in Paragraph 1 above, (b) any and all requirements   that Lender institute any action or proceeding, or exhaust or attempt to   enforce any or all of Lender’s right, remedies or recourses against Borrower   or anyone else or in respect of any mortgaged property or collateral covered   by any Loan Documents (as defined in the Mortgage), or join Borrower or any   other persons liable on the Recourse Obligations in any action to enforce   this Guaranty as a condition precedent to bringing an action against   Guarantor upon this Guaranty, it being expressly agreed that the liability of   Guarantor hereunder shall be primary and not secondary, (c) any defense   arising by reason of any disability, insolvency, lack of authority or power,   death, insanity, minority, dissolution or any other defense of Borrower, or   any other surety, co-maker, endorser or guarantor of the Recourse Obligations   (even though rendering same void, unenforceable or otherwise uncollectible),   it being agreed that Guarantor shall remain liable hereon regardless of   whether Borrower or any other such person be found not liable thereon for any   reason, (d) all suretyship defenses of every kind and nature and (e) any   claim Guarantor might otherwise have against Lender by virtue of Lender’s   invocation of any right, remedy or recourse permitted it hereunder or under   the Loan Documents. This is a guaranty of payment and not a guaranty of   collection. 2 114250603.5 


    




 










4. Subsequent   Acts. Guarantor hereby agrees with Lender that (a) the payments called for   and provisions contained in the Loan Documents, including specifically (but   without limitation) the Note, may be renewed, extended, rearranged, modified,   released or canceled, (b) all or any part of any mortgaged property and   collateral for the indebtedness may be released from, and any new or   additional security may be added to, the lien and security interest of the Loan   Documents, (c) any additional parties who may become personally liable for   repayment of the Note may hereafter be released from their liability   hereunder and thereon and (d) Lender may take, or delay in taking or refuse   to take, any and all action with reference to the Note and the other Loan   Documents (regardless of whether same might vary the risk or alter the   rights, remedies or recourses of Guarantor), including specifically (but   without limitation) the settlement or compromise of any amount allegedly due   thereunder, all without notice or consideration to or the consent of   Guarantor, and no such acts shall in any way release, diminish or affect the   absolute nature of Guarantor’s obligations and liabilities hereunder. It is   the intent of Guarantor and Lender that such obligations and liabilities   hereunder are primary, absolute and unconditional under any and all   circumstances and that, until the Recourse Obligations are fully and finally   satisfied, such obligations and liabilities shall not be discharged or   released, in whole or in part, by any act or occurrence which, but for this   Paragraph 4, might be deemed a legal or equitable discharge or release of   Guarantor. 5. Remedies Cumulative.Guarantor hereby agrees with Lender that   all rights, remedies and recourses afforded to Lender by reason of this   Guaranty or otherwise are (a) separate and cumulative and may be pursued   separately, successively or concurrently, as occasion therefor shall arise,   and (b) non-exclusive and shall in no way limit or prejudice any other legal   or equitable right, remedy or recourse which Lender may have. 6.   Subordination and No Subrogation. If, for any reason whatsoever, Borrower now   is or hereafter becomes indebted to Guarantor, such indebtedness and all   interest thereon, shall, at all times, be subordinate in all respects to the   Loan Documents, and Guarantor shall not be entitled to enforce or receive   payment thereof until the Recourse Obligations have been fully satisfied.   Notwithstanding anything to the contrary contained in this Guaranty or any   payments made by Guarantor hereunder, Guarantor shall not have any right of   subrogation in or under the Loan Documents or to participate in any way   therein or in any right, title or interest in and to any mortgaged property   or any collateral for the Loan, all such rights of subrogation and   participation, together with any other contractual, statutory or common law   right which Guarantor may have to be reimbursed for any payments Guarantor   may make to Lender pursuant to this Guaranty, being hereby expressly waived   and released. 7. Law Governing and Severability.This Guaranty shall be   governed by and construed in accordance with the laws of the Commonwealth of   Massachusetts and is intended to be performed in accordance with, and only to   the extent permitted by, such laws.If provision of this Guaranty or the   application thereof to any person or circumstance, for reason and to any   extent, shall be invalid or unenforceable, neither the remainder of any any   this Guaranty nor the application of such provision to any other persons or   circumstances shall be affected thereby, but rather the same shall be   enforced to the greatest extent permitted by law. 8. Successors and Assigns.   This Guaranty and all the terms, provisions and conditions hereof shall be   binding upon Guarantor and the Guarantor’s heirs, legal 3 114250603.5 


    




 










representatives,   successors and assigns and shall inure to the benefit of Lender, its   successors and assigns and all subsequent holders of the Note. 9. Paragraph   Headings. The paragraph headings inserted in this Guaranty have been included   for convenience only and are not intended, and shall not be construed, to   limit or define in any way the substance of any paragraph contained herein.   10.Effect of Bankruptcy. This Guaranty shall continue to be effective or   reinstated, as the case may be, if at any time payment to Lender of all or   any part of the Recourse Obligations is rescinded or must otherwise be   restored or refunded by Lender pursuant to any insolvency, bankruptcy,   reorganization, receivership or other debtor relief proceeding involving   Borrower. In the event that Lender must rescind or restore any payment   received by Lender in satisfaction of the Recourse Obligations, as set forth   herein, any prior release or discharge of the terms of this Guaranty given to   Guarantor by Lender shall be without effect and this Guaranty shall remain in   full force and effect. 11.Notices. All notices hereunder shall be given at   the following address: If to NE Realty: New England Realty Associates Limited   Partnership, 39 Brighton Avenue, Boston, MA 02134; If to HBC: HBC Holdings,   LLC, 39 Brighton Avenue, Boston, MA 02134; If to Lender:John Hancock Life   Insurance Company (U.S.A.), Real Estate Finance Group, 197 Clarendon Street, C-2,   Boston, Massachusetts 02116, Re: Loan No. 527600:11. All notices given   hereunder shall be in writing and shall be considered properly given if   delivered either personally to such other party, or sent by nationally   recognized overnight courier delivery service or by certified mail of the   United States Postal Service, postage prepaid return receipt requested,   addressed to the other party as set forth above (or to such other address or   person as either party entitled to notice may by notice to the other party   specify). Unless otherwise specified, notices shall be deemed given as   follows: (i) if delivered personally, when delivered, (ii) if delivered by   nationally recognized overnight courier delivery service, on the day   following the day such material is sent or (iii) if delivered by certified   mail, on the third day after the same is deposited in the United States   Postal Service as provided above. 12. Benefit. Guarantor warrants and   represents that Guarantor has received, or will receive, direct or indirect benefit   from the execution and delivery of this Guaranty. 13. No Representations by   Lender. Neither Lender nor anyone acting on behalf of Lender has made any   representation, warranty or statement to Guarantor to induce Guarantor to   execute and deliver this Guaranty. 14. Application of Foreclosure Proceeds.   In the event of any foreclosure sales of the mortgaged property and   collateral covered by the Loan Documents, the proceeds of such sales shall be   applied first to the discharge of that portion of the indebtedness then   remaining unpaid as to which Guarantor is not fully personally liable   pursuant to this Guaranty, it being the express intention of the parties that   the application of the proceeds of such foreclosure sales shall 4 114250603.5   


    




 










be in such a   manner as not to extinguish or reduce Guarantor’s personal liability   hereunder until all of the indebtedness as to which Guarantor is not   personally liable hereunder has been paid in full. Nothing contained in this   Paragraph 14 shall be construed to require that Lender foreclose the liens   and security interests created in the Loan Documents as a condition precedent   to bringing an action against Guarantor upon this Guaranty, or as an   agreement that Guarantor’s liability is limited to any deficiency remaining   after such a foreclosure. 15. Joint and Several Liability. If more than one   person is included in the definition of Guarantor, the liability of all such   persons hereunder shall be joint and several. [Remainder of page   intentionally left blank; signature page follows] 5 114250603.5 


    




 










EXECUTED, as an   instrument under seal, effective as of the date first above written.   GUARANTORS: NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP, a   Massachusetts limited partnership By: NewReal, Inc., is General Partner By:   Ronald Brown, its President HBC HOLDINGS, LLC, a Massachusetts limited   liability company By: ..-Jameson Brown, Manager