Exhibit 10.1


 




  


 


RATE LOCK AUTHORIZATION AGREEMENT -


(Hamilton
Company NERA Credit Facility - Addition


Advance)


 


KEYBANK NATIONAL ASSOCIATION, a national banking
association (“Lender”), issued a Master Credit Facility Advance Application (“Advance Application”), the purpose
of which was to approve and fund certain addition requests (each, an “Addition” and, collectively, the “Additional
Mortgage Property”) pursuant to the terms and conditions outlined in the Master Credit Facility Agreement dated November 30,
2021 (the “Hamilton Company NERA Credit Facility” or the “Master Agreement”) between Lender and the Borrowers
identified in Exhibit A (individually and collectively, “Borrower”) for the benefit of the Additional Mortgage
Property identified in Exhibit A. The Initial Advance under the Hamilton Company NERA Credit Facility was $156,000,000.


 


Pursuant to Section 2.02 of the Master Credit
Facility Agreement, Lender has received the requested Loan of $79,955,000 (“Addition Advance”) for the Hamilton Company NERA
Credit Facility. Following the Addition Advance, the Total Advance for the Hamilton Company NERA Credit Facility will be $235,955,000.
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 Advance funding commitment for the Portfolio (named below)
with the terms summarized below:


 


	Portfolio Name	Hamilton Company NERA Credit Facility Addition
	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 Advance	$79,955,000
	Term of Advance	120 months
	Amortization Period	420 months after Interest Only Term
	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	4.30% (Estimate Only – Final Interest Rate to be 

determined at the time of Rate Lock)
	Accrual Basis	Actual/360
	Closing Deadline 	June 10, 2022
	Rate Lock Expiration Date	April 25, 2022
	Good Faith Deposit	2.00% of the Initial Advance
	Origination Fee	0.60% 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 actual Interest Rate on the Addition Advance
shall be determined upon the "locking" of the Interest Rate as described below. Borrower acknowledges and agrees that the Interest
Rate used in issuing this Commitment was based on market conditions at the time of Loan underwriting. These terms are subject to change
without notice prior to the time that Borrower locks the Interest Rate.


 


After Borrower has met, to Lender's satisfaction,
all terms of this Rate Lock Authorization Letter, Borrower shall instruct Lender to "lock" the Interest Rate (thereby establishing
and locking the Interest Rate and the Initial Interest Rate on the Addition Advance) and other terms of the Loan between the hours of
8:00 a.m. and 3:00 p.m. (Central time), on or before the Rate Lock Deadline identified below.


 


Borrower must Rate Lock no later than April 25,
2022 (“Rate Lock Deadline”) (i.e., the date that Lender receives the executed Advance Approval Letter). Closing
of the Addition Advance must occur not later than June 10, 2022 (“Closing Deadline”), unless otherwise
agreed to in writing by Lender. The Advance Approval will expire automatically and without further notice from or action by Lender if
Rate Lock does not occur by the Rate Lock Deadline or if closing of the Addition Advance does not occur on or before the Closing Deadline.
Lender has no obligation to extend the Rate Lock Deadline or the Closing Deadline and may require the payment of an extension fee should
Lender be willing to grant an extension. Notwithstanding the Rate Lock Deadline and Closing Deadline defined above, provided Rate Lock
occurs on or before April 25, 2022, Closing is targeted for June 10, 2022 and shall occur no later than June 10, 2022.


 


Borrower acknowledges that, upon Borrower’s
instruction to Rate Lock, Lender will lock the Interest Rate on the Addition Advance. Borrower further acknowledges that if Lender fails
to close and deliver the Addition Advance to Fannie Mae, Fannie Mae will suffer damages for locking the Interest Rate and taking a position
in the financial market, and Fannie Mae will look to Lender for reimbursement of its damages. Should the Addition Advance not close for
any reason other than Lender’s sole default, or if Lender is unable to satisfy any post-delivery purchase condition raised by Fannie
Mae which requires action or cooperation from Borrower that Borrower does not fulfill, Borrower will be liable for all direct damages
suffered by Lender and Fannie Mae and any securitization purchaser relating to interest rate 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,
not to exceed the sum of two percent (2.00%) of Addition Advance plus Lender’s reasonable and documented out of pocket expenses,
and Borrower and Guarantor will be liable for any deficiency. Lender may also assign to Fannie Mae any claim that Lender may have against
Borrower. (Any return of the Rate Lock Deposit to Borrower prior to Lender’s assertion of a claim for damages does not affect Borrower’s
obligations hereunder.)


 


Borrower
must post a two percent (2.00%) Good Faith Deposit prior to Rate Lock. This Advance Approval shall not be binding unless the enclosed
copy of this Advance Approval is signed by Borrower and returned via electronic delivery, along with a wire transfer of funds per the
wiring instructions set forth in Exhibit B attached hereto, in the amount of the Rate Lock Deposit, to Lender on or before the Rate
Lock Expiration Date as set forth above. Upon closing of the Loan, Lender will refund the Rate Lock Deposit to Borrower. If the Loan
has not closed by 12:00 p.m. (Central time) by the Closing Deadline for any reason other than Lender’s sole default,
then the Rate Lock Deposit shall be earned and retained by Lender.


 


A scanned and e-mailed copy of a duly executed
and accepted counterpart of this Confirmation Letter (together with Lender's receipt of the Rate Lock Deposit) shall be sufficient to
evidence the binding agreement of each party to the terms herein. However, Borrower and Lender each agree to promptly return to the other
an original, duly executed counterpart of this Commitment following the delivery of a scanned and e-mailed 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:
	 	 	 
	 	 	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	 
	 	 	 
	 	 	BORROWER:
	 	 	 
	 	 	SCHOOL
STREET 9, LLC

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



 






    	 		 



     


    

 


	 	 	BORROWER:
	 	 	 
	 	 	WESTGATE
APARTMENTS, LLC

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



 






     


     


    

 


Exhibit “A”


 


Name of Property, Borrower and Address


 





	Mortgage Property	Borrower	Address	City	State	Zip Code	 
	Courtyard at Westgate	WESTGATE APARTMENTS BURLINGTON, LLC, a Delaware limited liability company	105-107 Westgate Dr	Burlington	MA	01803	 
	 
	 
	Hamilton Village	SCHOOL STREET 9, LLC, a Delaware limited liability company	9 School St	Framingham	MA	01701	 
	 
	 
	Stonebridge Apartments	NERA DEAN STREET ASSOCIATES, LLC, a Delaware limited liability company	38 Dean St	Norwood	MA	02062	 
	 
	 
	Westgate Apartments	WESTGATE APARTMENTS, LLC, a Delaware limited liability company	2-20 Westgate Dr	Woburn	MA	01801	 
	 
	 


 






     


     


    

 


EXHIBIT “B”


 


Special Conditions


 


		1.	Lender’s preliminary underwritten annualized
                                            Net Operating Income (“Preliminary NOI”) for the Properties is $5,749,497 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 60.00% of final
                                            aggregate underwritten value of the Properties. Lender’s preliminary aggregate value
                                            for the Properties is $156,350,000, 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 10 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 Advance Application,
                                            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.	Satisfactory Lender site inspections.






		c.	Approval by Borrower, Lender and Fannie
                                            Mae of the Reaffirmation, Joinder and First Amendment to the Master Credit Facility Agreement.






		d.	Items circulated in the most recent legal
                                            checklist from Lender’s Counsel.






		e.	Satisfactory completion of required Borrower-related
                                            compliance checks.






		f.	Receipt of final 3rd party
                                            reports, including final Phase I, property condition reports, and zoning 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: 10234127
	Property Name:	Hamilton Company NERA Credit Facility Addition
	Amount of Wire:	$1,599,100
	Purpose of Wire:	2.00% Good Faith Deposit


 


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


 



     


     


    

 

STREAMLINED RATE LOCK AGREEMENT – DRAFT
VERSION


(Preliminary
Underwriting Completed Prior to Rate Lock)


 


This STREAMLINED RATE LOCK
AGREEMENT (this “Agreement”), dated as of April __, 2022, is executed by the undersigned Borrowers, Key Principal
and Guarantor (individually and collectively, the “Borrower Parties”) and KeyBank National Association (together with
its successors and assigns, “Lender”).


 


RECITALS:


 


	Borrower(s):	See Exhibit “B”
	Key Principal(s):	New England Realty Associates Limited Partnership; Jameson Brown
	Guarantor(s):	N/A
	Property Name:	See Exhibit “B”
	Property Address:	See Exhibit “B”
	Type of Execution:	MBS
	Rate Lock Amount:	$79,955,000
	Latest Mortgage Loan Origination Date:	June 10, 2022
	Good Faith Deposit	$1,599,100


 


A.           Borrowers
are entering into or have entered into a commitment (the “Loan Commitment”) with Lender regarding a loan (the “Mortgage
Loan”) having the above-referenced Rate Lock Amount to be made by Lender to Borrowers and secured by a lien on the properties
described above (the “Property” or collectively, the “Properties”).


 


B.           Lender
intends to sell the Mortgage Loan to Fannie Mae pursuant to a commitment in accordance with Fannie Mae’s requirements (the “Fannie
Mae Commitment”) either (i) as a cash purchase (a “Cash Trade”) by the Fannie Mae multifamily trading
desk (the “Multifamily Trading Desk”), or (ii) in exchange for the issuance by Fannie Mae of a mortgage-backed
security (an “MBS”) backed by the Mortgage Loan to an investor in the MBS selected by Lender, at a specified rate (the
 “MBS Trade”; the Multifamily Trading Desk, as purchaser under a Cash Trade or an MBS Trade, or a third-party investor
in an MBS Trade each being referred to herein as the “Investor”).


8


C.           Pursuant
to Fannie Mae’s streamlined rate lock option, Lender simultaneously herewith is entering into a commitment to sell the Mortgage
Loan to an Investor.


 


	Streamlined Rate Lock Agreement 

(Preliminary Underwriting Completed

 Prior to Rate Lock)	Form 6430	Page 1
	Fannie Mae	06-19	© 2019 Fannie Mae




 






     


     


    

 


D.           The
Fannie Mae Commitment and either the Cash Trade or the MBS Trade have allowed Borrowers to lock the interest rate for the Mortgage Loan
with Lender prior to completion of the underwriting process (the “Rate Lock”).


 


E.           The
Loan Commitment contains provisions regarding Borrowers’ failure to close the Mortgage Loan with Lender in accordance with the terms
thereof, and obligates Borrowers for certain costs and charges as a result of such failure. The provisions of the Loan Commitment, and
the obligations of Borrowers thereunder, are separate and apart from the joint and several obligations and liabilities of the Borrower
Parties contained herein.


 


F.           It
is a condition of the Loan Commitment and the Fannie Mae Commitment that each of the Borrower Parties execute this Agreement.


 


AGREEMENTS:


 


NOW,
THEREFORE, in order to induce Lender and Fannie Mae to enter into (i) the Fannie Mae Commitment, and (ii) either the
Cash Trade or the MBS Trade, each of the Borrower Parties hereby certifies and agrees as follows:


 


Section 1.            Recitals.


 


The recitals set forth above
are true and correct and are hereby incorporated by reference as if fully set forth in the body of this Agreement. Capitalized terms not
otherwise defined in the body of this Agreement shall have the meanings set forth in the Recitals.


 


Section 2.            Closing
Deadline; Loan Documentation.


 


(a)           Each
of the Borrower Parties agrees and acknowledges that the Mortgage Loan must be originated with Lender on or prior to the Latest Mortgage
Loan Origination Date.


 


(b)           By
entering into the Rate Lock, each of the Borrower Parties hereby agrees and acknowledges that:


 


(1)           Borrowers
are causing Lender and the Investor to take a position in the financial markets in reliance on the closing of the Mortgage Loan in accordance
with the Loan Commitment and the delivery of the Mortgage Loan in accordance with the Fannie Mae Commitment; and


 


(2)           failure
of Borrowers to close the Mortgage Loan in accordance with the Loan Commitment will cause Lender and/or the Investor to incur economic
damages.


 


(c)           Each
of the Borrower Parties agrees and acknowledges that, as a condition of entering into the Loan Commitment, Borrowers hereby agree to execute
and deliver Fannie Mae’s standard multifamily form loan documents to evidence and secure the Mortgage Loan. Each of the Borrower
Parties further agrees and acknowledges that, to the extent Borrowers elect to enter into a Rate Lock for the proposed Mortgage Loan with
Lender and the Investor prior to review and approval by Lender of all modifications requested by Borrowers to the Fannie Mae standard
multifamily form loan documents, approval of such modifications shall be at Lender’s sole discretion and shall not constitute a
defense of any of the Borrower Parties to the failure by Borrowers to close the Mortgage Loan in accordance with the Loan Commitment (in
the amount of the Rate Lock Amount).


 


	Streamlined Rate
    Lock Agreement

 (Preliminary Underwriting Completed 

Prior to Rate Lock)	Form 6430	Page 2
	Fannie Mae	06-19	© 2019 Fannie Mae


 






     


     


    

 


Section 3.            Representations
and Warranties.


 


As
of the date hereof, each of the Borrower Parties represents and warrants that all of the following statements are true, complete,
and correct in all material respects:


 


(a)           to
the best knowledge of each of the Borrower Parties, after reasonable and diligent inquiry and investigation, with regards to the Properties,
(1) there are no structural, mechanical, electrical, plumbing or other building component, roofs or system defects, latent or otherwise
(“Building Components”), (2) all Building Components are in good and proper working order, and (3) there
is no material deferred maintenance on the Properties (each except as otherwise noted on Exhibit A);


 


(b)           no
part of the Properties have been taken in condemnation or other like proceeding, nor is any such proceeding pending or known to be contemplated
(except as otherwise noted on Exhibit A);


 


(c)           to
the best knowledge of each of the Borrower Parties, after reasonable and diligent inquiry and investigation, Borrowers and the Properties
are in compliance with all provisions of all zoning, subdivision, environmental protection, disability accommodation, land use, fire and
building code, and occupational safety and health act rules, regulations and statutes to which they are subject, and all licenses, permits
and approvals necessary for the ownership of the Properties and the conduct of its business have been obtained (except as otherwise noted
on Exhibit A);


 


(d)           to
the best knowledge of each of the Borrower Parties, after reasonable and diligent inquiry and investigation, (1) no part of the Properties
contain underground storage tanks, asbestos containing materials or lead based paint, and (2) there are no hazardous waste facilities
that could affect the operation or value of the Properties (each except as otherwise noted on Exhibit A);


 


(e)           the
Properties are not subject to any operations and maintenance programs for hazardous materials (except as otherwise noted on Exhibit A);


 


(f)           Borrowers
are the legal and equitable owner of the Properties (or will be so at the time of the Mortgage Loan closing) and there are no recorded
or unrecorded leases, easements, deed restrictions, covenants, conditions or restrictions, or other agreements, that could affect the
marketability of title to the Properties or Borrowers’ right to occupy and operate the Properties. The Properties have all reciprocal
use agreements in place necessary to use and operate the Properties as represented to Lender (except as otherwise noted on Exhibit A),
and Lender will have the benefit of all such agreements (in such form as Lender shall request) at the Mortgage Loan closing;


 





	Streamlined
    Rate Lock Agreement 

(Preliminary Underwriting Completed 

Prior to Rate Lock)	Form 6430	Page 3
	Fannie
    Mae	06-19	©
    2019 Fannie Mae


 






     


     


    

 


(g)           if
not an individual, each of the Borrower Parties is validly existing and qualified to transact business and is in good standing in the
state in which it is formed or organized, and in each other jurisdiction that qualification or good standing is required according to
applicable law to conduct its business;


 


(h)           the
execution, delivery and performance of this Agreement have been duly authorized by all necessary action and proceedings by or on behalf
of each of the Borrower Parties, and no further approvals or filings of any kind are required by or on behalf of any of the Borrower Parties
as a condition to the valid execution, delivery and performance by the Borrower Parties of this Agreement; and


 


(i)           each
of the Borrower Parties has the requisite power and authority to carry on its business as now conducted and as contemplated to be conducted
in connection with the performance of its obligations under this Agreement.


 


Section 4.             Preliminary
Underwriting.


 


Each
of the Borrower Parties agrees and acknowledges that the net cash flow and the Property value estimated by Lender to determine
the Rate Lock Amount are preliminary and may change once Lender completes its underwriting of the Mortgage Loan. Such change could affect
the amount of the Mortgage Loan available under the Loan Commitment and the Fannie Mae Commitment. Lender is obligated to complete its
underwriting of the Mortgage Loan no later than ninety (90) days after the date of the Rate Lock, and each of the Borrower Parties
agrees to provide the necessary assistance and documentation to enable Lender to fulfill this obligation. After completion of final underwriting,
Lender shall determine if any changes to the terms of the Loan Commitment and Fannie Mae Commitment are necessary, and each of the Borrower
Parties hereby consents to any such required changes.


 


Section 5.            Replacement
Reserves and Completion/Repair Deposits.


 


Lender
will estimate the replacement reserve and repair deposits that Borrowers shall be required to make or maintain in connection with
the Mortgage Loan. Each of the Borrower Parties agrees and acknowledges that such estimates may change as part of Lender’s final
underwriting of the Mortgage Loan. Each of the Borrower Parties hereby agrees Borrowers will accept any such change and close the Mortgage
Loan pursuant to all other terms of the Loan Commitment.


 


Section 6.            Good
Faith Deposit.


 


Before
entering into the Rate Lock, Lender collected $1,599,100 from Borrowers (“Good Faith Deposit”).


 


Unless otherwise applied pursuant
to the terms of this Agreement, Lender shall refund the Good Faith Deposit to Borrowers no earlier than the Mortgage Loan origination
date and no later than within a commercially reasonable time after Fannie Mae purchases the Mortgage Loan.


 





	Streamlined
    Rate Lock Agreement

 (Preliminary Underwriting Completed 

Prior to Rate Lock)	Form 6430	Page 4
	Fannie
    Mae	06-19	©
    2019 Fannie Mae


 






     


     


    

 


Section 7.             Delivery
Tolerance.


 


Notwithstanding
anything herein or in the Loan Commitment to the contrary, Borrowers shall be deemed to have satisfied its obligation to close the Mortgage
Loan in accordance with the Loan Commitment if the Borrowers close the Mortgage Loan and the difference between the Rate Lock Amount
and the amount of the Mortgage Loan delivered to Fannie Mae, for any MBS Trade with the Multifamily Trading Desk, is no more than five
percent (5%) of the Rate Lock Amount, provided, however, if the difference between the Rate Lock Amount and the amount of the Mortgage
Loan delivered to Fannie Mae is greater than five percent (5%), but not more than ten percent (10%), then:


 


(a)           Fannie
Mae shall accept delivery of the Mortgage Loan in such lesser amount; and


 


(b)           Borrowers
shall owe as liquidated damages, to be paid from the Good Faith Deposit in full satisfaction of Borrowers’ obligations under the
Rate Lock and the Loan Commitment, an amount equal to (1) the difference between ninety-five percent (95%) of the Rate Lock Amount
and the amount of the delivered Mortgage Loan, multiplied by two percent (2.00%).


 


For
any MBS Trade with Third Part Investor, no more than the percentage delivery tolerance set forth in an MBS Trade agreement
with the third-party Investor and as detailed on Exhibit B attached to this Agreement, which in no event shall exceed ten
percent (10%) of the Rate Lock Amount.


 


Section 8.             Events
of Default.


 


Each
of the Borrower Parties agrees and acknowledges that the Borrower Parties will be in default of the Loan Commitment and this Agreement,
and that Lender will be entitled to terminate the Loan Commitment at any time, upon the occurrence of any of the following:


 


(a)           The
Mortgage Loan is not originated by the Latest Mortgage Loan Origination Date in accordance with the terms of the Loan Commitment for any
reason;


 


(b)           Borrowers
otherwise elect not to honor the terms of the Loan Commitment, or fail to perform its obligations under the Loan Commitment; or


 


(c)           any
representation, warranty, statement, certificate or other data and information provided by any of the Borrower Parties to Lender, including
but not limited to the statements made in this Agreement, is materially false or misleading as of the date given.


 


Section 9.     Remedies
for Failed Mortgage Loan Origination.


 


If
the Mortgage Loan is not originated on or before the Latest Mortgage Loan Origination Date as a result of the events of default
described in Section 8, there shall be a default under the MBS Trade and under this Agreement. In the event of such default, , for
any MBS Trade with the Multifamily Trading Desk, each of the Borrower Parties shall be jointly and severally liable for payment of a breakage
fee of $1,599,100, which shall serve as liquidated damages in full satisfaction of Borrowers’ obligations under the Rate Lock and
the Loan Commitment.


 





	Streamlined
    Rate Lock Agreement 

(Preliminary Underwriting Completed

 Prior to Rate Lock)	Form 6430	Page 5
	Fannie
    Mae	06-19	©
    2019 Fannie Mae


 






     


     


    

 


For
any MBS Trade with Third Part Investor, in the event of such default, each of the Borrower Parties shall be jointly and severally
(solidarily for purposes of Louisiana law) liable for payment of a breakage fee and Borrowers shall comply with the requirements of the
Investor in the MBS, as detailed on Exhibit B attached to this Agreement, including the payment of damages described therein.


 


Section 10.           Reliance.


 


Each
of the Borrower Parties agrees and acknowledges that Lender is relying upon the truth and accuracy of all representations made
in this Agreement and all representations, warranties, statements, certificates, and other information furnished to Lender in connection
with the issuance of the Loan Commitment.


 


Section 11.           Governing
Law.


 


This Agreement shall be governed
by and construed in accordance with the substantive law of the State of Ohio without regard to the application of choice of law
principles that would result in the application of the laws of another jurisdiction.


 


Section 12.           Property
Jurisdiction.


 


Each of the undersigned agrees
that any controversy arising under or in relation to this Agreement shall be litigated exclusively in the State of Ohio. The district
and federal courts and authorities with jurisdiction in the State of Ohio shall have exclusive jurisdiction over all controversies
which shall arise under or in relation to this Agreement with respect to the subject matter hereof. Each of the undersigned irrevocably
consents to service, jurisdiction, and venue of such courts for any such litigation and waives any other venue to which it might be entitled
by virtue of domicile, habitual residence or otherwise.


 


Section 13.           Time
is of the Essence.


 


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


 


Section 14.           Notices.


 


Each of the Borrower Parties
agrees to notify Lender of any change in the undersigned’s address within ten (10) business days after such change of
address occurs. Any notices under this Agreement shall be:


 


(a)           in
writing and shall be:


 


(1)           delivered,
in person;


 





	Streamlined
    Rate Lock Agreement 

(Preliminary Underwriting Completed 

Prior to Rate Lock)	Form 6430	Page 6
	Fannie
    Mae	06-19	©
    2019 Fannie Mae


 






     


     


    

 


(2)           mailed,
postage prepaid, either by registered or certified delivery, return receipt requested;


 


(3)           sent
by overnight courier; or


 


(4)           sent
by electronic mail with originals to follow by overnight courier;


 


(b)           addressed
to the intended recipient at the notice addresses provided under the signature block at the end of this Agreement; and


 


(c)           deemed
given on the earlier to occur of:


 


(1)           the
date when the notice is received by the addressee; or


 


(2)           if
the recipient refuses or rejects delivery, the date on which the notice is so refused or rejected, as conclusively established by the
records of the United States Postal Service or such express courier service.


 


Section 15.           WAIVER
OF JURY TRIAL.


 


TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW, EACH OF THE UNDERSIGNED (a) AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS
AGREEMENT OR ANY RELATED DOCUMENT OR THE RELATIONSHIP BETWEEN THE PARTIES 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 THE UNDERSIGNED, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.


 


Section 16.           Exhibits.


 


Any exhibits attached to this
Agreement are incorporated fully into this Agreement by this reference and each constitutes a substantive part of this Agreement.


 


Section 17.           Counterparts.


 


This Agreement may be executed
in any number of counterparts and by different parties in separate counterparts. Each counterpart when so executed shall be deemed to
be an original and all of which together shall constitute one and the same agreement.


 


Section 18.           Construction.


 


(a)           The
captions and headings of the sections of this Agreement are for convenience only and shall be disregarded in construing this Agreement.


 





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(b)           Any
reference in this Agreement to an “Exhibit” or “Schedule” or a “Section” or an “Article”
shall, unless otherwise explicitly provided, be construed as referring, respectively, to an exhibit or schedule attached to this Agreement
or to a Section or Article of this Agreement.


 


(c)           Any
reference in this Agreement to a statute or regulation shall be construed as referring to that statute or regulation as amended from time
to time.


 


(d)           Use
of the singular in this Agreement includes the plural and use of the plural includes the singular.


 


(e)           As
used in this Agreement, the term “including” means “including, but not limited to” or “including, without
limitation,” and is for example only and not a limitation.


 


(f)           Whenever
Borrowers’ knowledge is implicated in this Agreement or the phrase “to Borrowers’ knowledge” or a similar phrase
is used in this Agreement, Borrowers’ knowledge or such phrase(s) shall be interpreted to mean to the best of Borrowers’
knowledge after reasonable and diligent inquiry and investigation.


 


(g)           Unless
otherwise provided in this Agreement, if Lender’s approval, designation, determination, selection, estimate, action or decision
is required, permitted or contemplated hereunder, such approval, designation, determination, selection, estimate, action or decision shall
be made in Lender’s sole and absolute discretion.


 


(h)           All
references in this Agreement to a separate instrument or agreement shall include such instrument or agreement as the same may be amended
or supplemented from time to time pursuant to the applicable provisions thereof.


 


(i)           “Lender
may” shall mean at Lender’s discretion, but shall not be an obligation.


 


[Remainder of Page Intentionally Blank]


 





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IN
WITNESS WHEREOF, each of the Borrower Parties and Lender have signed and delivered this Agreement under seal (where applicable)
or have caused this Agreement to be signed and delivered under seal (where applicable) by its duly authorized representative to be effective
as of the date written below. Where applicable law so provides, each of the Borrower Parties and Lender intend that this Agreement shall
be deemed to be signed and delivered as a sealed instrument.


 


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




 


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




 


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	 	/KEY PRINCIPALS:
	 	 	 	 
	 	 	NEW ENGLAND REALTY ASSOCIATES
    LIMITD PARTNERSHIP, a Massachusetts limited partnership
	 	 	 	 
	 	 	 	By:	 NewReal, nc., a Massachusetts corporation,


its general partner

	 	 	 	 
	 	 	 	 
	 	 	 	 	By:	
	 	 	 	 	Jameson Brown
	 	 	 	 	Authorized Person
	 	 	 	 
	 	 	 	 
	 	 	JAMESON BROWN, a US individual
	 	 	 	 
	 	 	 	 
	 	 	 	 	By:	
	 	 	 	                        Jameson Brown




 


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	 	LENDER:	 
	 	KEYBANK NATIONAL ASSOCIATION,
    a national banking association	 
	 	 	 
	 	 	 
	 	By: 	 	(SEAL) 
	 	Name:	Michael T. Johnson	 
	 	Title:	Senior Vice President	 
	 	 	 
	 	ADDRESS FOR NOTICES:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 


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EXHIBIT A


TO


STREAMLINED
RATE LOCK AGREEMENT


(Preliminary
Underwriting Completed Prior to Rate Lock)


 


[Exceptions to Representations and Warranties]


 


N/A


 


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EXHIBIT B


TO


STREAMLINED
RATE LOCK AGREEMENT


(Preliminary
Underwriting Completed Prior to Rate Lock)


 


A.            Borrowers
acknowledge that at Borrowers’ request, Lender has made certain commitments to Fannie Mae and the Investor relating to the Cash
Trade or MBS Trade, as applicable, and that if following a default as set forth in Section 8 above, Lender fails to sell the proposed
Loan to Fannie Mae or deliver the MBS to the Investor in accordance with the MBS Trade, then Lender will suffer certain damages relating
to such failure, including payment of the Good Faith Deposit to Fannie Mae or the Investor, together with any additional and direct damages
actually incurred by the Investor as a result of the Investor’s lost investment opportunity. Accordingly, Borrowers shall be liable
for and shall hold harmless and indemnify Lender, its partners, officers, directors, shareholders, legal representatives, successors,
and assigns, from and against any claims made against Lender, and any direct, indirect, or consequential damages (including reasonable
attorneys' fees) incurred by Lender resulting from or incurred in connection with Borrowers’ default as set forth in Section 8
above. In the event any of the provisions of this Exhibit B are not enforceable under the laws of the applicable jurisdiction, Borrowers
must promptly notify Lender in writing of such unenforceability and recommend alternate language that will be enforceable under applicable
law. For the purposes of this Agreement, Borrowers acknowledge and agree that such direct damages shall include, without limitation,
any market “breakage” fee or charge.


 


		B.	Investor Delivery Tolerance (not
to exceed 5%) and Breakage Fee is 2% of the Locked Loan Amount.



 


		C.	The Borrower, Property, and Property
Addresses associated with the Initial Advance are:



 


	Mortgage Property	Borrower	Address	City	State	Zip Code	 
	Courtyard at Westgate	WESTGATE APARTMENTS BURLINGTON, LLC, a Delaware limited liability company	105-107 Westgate Dr	Burlington	MA	01803	 
	 
	 
	Hamilton Village	SCHOOL STREET 9, LLC, a Delaware limited liability company	9 School St	Framingham	MA	01701	 
	 
	 
	Stonebridge Apartments	NERA DEAN STREET ASSOCIATES, LLC, a Delaware limited liability company	38 Dean St	Norwood	MA	02062	 
	 
	 
	Westgate Apartments	WESTGATE APARTMENTS, LLC, a Delaware limited liability company	2-20 Westgate Dr	Woburn	MA	01801	 
	 
	 



 


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    Rate Lock Agreement (Preliminary Underwriting Completed Prior to Rate Lock)	Form 6430	Page B-1
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    2019 Fannie Mae