8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) June 6, 2018 (May 31, 2018)

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in Charter)

Massachusetts	0-12138	04-2619298
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification Number)

39 Brighton Avenue, Allston, Massachusetts	02134
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (617) 783-0039

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01 Entry Into a Material Definitive Agreement.

The information set forth in Item 2.03 of this Current Report on Form 8-K is hereby incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On May 31, 2018, Hamilton Park Towers, LLC (“Hamilton Park”), a joint venture 40% owned by New England Realty Associates Limited Partnership (the “Partnership”) entered into a Mortgage Note (the “Note”) with John Hancock Life Insurance Company (U.S.A.) in the principal amount of $125,000,000. Interest on the Note is payable on a monthly basis at a fixed interest rate of 3.99% per annum, and the principal amount of the Note is due and payable on June 1, 2028.  The Note is secured by a mortgage on the Dexter Park apartment complex located at 175 Freeman Street, Brookline, Massachusetts pursuant to an Mortgage, Assignment of Leases and Rents and Security Agreement dated May 31, 2018 (the “Mortgage”).  The Note is guaranteed by the Partnership and HBC Holdings, LLC pursuant to a Guaranty Agreement dated May 31, 2018 (the “Guaranty”).

Hamilton Park intends to use the proceeds of the loan to pay off an outstanding loan of approximately $82,000,000 currently secured by, among other collateral, the property owned by Hamilton Park.  The description of the terms of the Note, Mortgage and Guaranty are qualified by reference to the text of the respective documents, which are filed as Exhibit 10.1, 10.2 and 10.3 respectively with this Current Report on Form 8-K.

Item 9.01Financial Statements and Exhibits.

(a)Exhibits.

10.1Mortgage Note dated as of May 31, 2018 in the principal amount of $125,000,000 payable to John Hancock Life Insurance Company (U.S.A.), made by Hamilton Park Towers, LLC.

10.2Mortgage, Assignment of Leases and Rents and Security Agreement dated May 31, 2018 by and between Hamilton Park Towers, LLC and John Hancock Life Insurance Company (U.S.A.).

10.3Guaranty Agreement dated as of May 31, 2018 made by New England Realty Associates Limited Partnership and HBC Holdings, LLC in favor of John Hancock Life Insurance Company (U.S.A.).

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEW ENGLAND REALTY ASSOCIATES
	LIMITED PARTNERSHIP
	By:	NewReal, Inc., its General Partner
		By	/s/ Ronald Brown
			Ronald Brown, its President
Date June 7, 2018

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EX-10.1

Exhibit 10.1

Loan No. 527600:11 MORTGAGE NOTE $125,000,000.00 May 31, 2018 Brookline, Massachusetts FOR VALUE RECEIVED, HAMILTON PARK TOWERS, LLC, a Delaware limited liability company, having its principal place of business in care of The Hamilton Company, Inc., 39 Brighton Avenue, Boston, MA 02134 (hereinafter referred to as “Maker”), promises to pay to the order of JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) (“John Hancock”), a Michigan corporation, its successors and assigns, at its address at 197 Clarendon Street, C-3, Boston, Massachusetts 02116 (John Hancock and each successor or assign being hereinafter referred to as “Payee”), or at such place as the holder hereof may from time to time designate in writing, the principal sum of One Hundred Twenty-Five Million and No/100 Dollars ($125,000,000.00) in lawful money of the United States of America with interest thereon to be computed from the date of disbursement of the loan proceeds at the Applicable Interest Rate (hereinafter defined). 1. Payment of Principal and Interest. Principal and interest shall be paid as follows: a. If the loan proceeds are not disbursed on the first day of a month, then interest only at the Applicable Interest Rate from and including the date of disbursement of the loan proceeds to the first day of the month following such disbursement shall be due and payable in advance on the date of such disbursement; b. Interest only is to be paid in installments as follows: $415,625.00 on the first (1st) day of July, 2018, and on the first day of each calendar month thereafter up to and including the first day of May, 2028; and c. The outstanding principal balance and all accrued and unpaid interest thereon and all other sums and fees due under this Note shall be due and payable on the first day of June, 2028 (the “Maturity Date”). Interest on the principal balance of this Note shall be calculated on a monthly basis using, as the agreed method of calculation, a three hundred sixty (360) day year consisting of twelve (12) months of thirty (30) days each; provided, however, that interest for a period of less than a full month shall be calculated by multiplying the actual number of days elapsed during such partial month by a daily rate based upon a three hundred sixty-five (365) day year and the interest rate then due under this Note. 114250558.6

The term “Applicable Interest Rate” as used in this Note shall mean from the date of disbursement of the loan proceeds through and including the Maturity Date, a rate of three and ninety-nine hundredths percent (3.99%) per annum. If at any time Payee receives, from Maker or otherwise, any amount applicable to the Debt (hereinafter defined) which is less than all amounts due and payable at such time, Payee may apply that payment to amounts then due and payable in any manner and in any order determined by Payee, in Payee’s sole discretion. Payee shall, however, be under no obligation to accept any amount less than all amounts then due and payable. Maker agrees that neither Payee’s acceptance of a payment from Maker in an amount that is less than all amounts then due and payable nor Payee’s application of such payment shall constitute or be deemed to constitute either a waiver of the unpaid amounts or an accord and satisfaction. This provision shall control notwithstanding any inconsistent direction by Maker or any other obligor hereunder. The whole of the principal sum of this Note, together with all interest accrued and unpaid thereon and all other sums due under this Note and any other instrument now or hereafter evidencing, securing, guaranteeing or executed in connection with the indebtedness evidenced hereby (the “Loan Documents”) (all such sums hereinafter collectively referred to as the “Debt”) shall without notice become immediately due and payable at the option of Payee on the happening of an “Event of Default” as the same is defined in the Mortgage (hereinafter defined). All of the terms, covenants and conditions contained in the Mortgage 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. 2. Prepayment. Except as provided below, Maker may not prepay the loan evidenced by this Note (the “Loan”) in whole or in part. On or after the end of the fifth (5th) Loan Year (as hereinafter defined), on any scheduled payment date and subject to giving Payee not less than thirty (30) nor more than ninety (90) days’ prior written notice specifying the scheduled payment date on which prepayment is to be made (the “Prepayment Date”), Maker may prepay the entire principal amount together with any and all accrued interest and other sums due under the Loan Documents, and subject to payment of a prepayment premium equal to the greater of: (a) the positive amount, if any, equal to (i) the sum of the present values of all scheduled payments due under this Note from the Prepayment Date to and including the Maturity Date, minus (ii) the principal balance of this Note immediately prior to such prepayment; or (b) One percent (1.00%) of the principal balance of this Note immediately prior to such prepayment. All present values shall be calculated as of the Prepayment Date, using a discount rate, compounded monthly, equal to the yield rate, converted to its monthly equivalent, of the United States Treasury Security having the closest maturity date to the Maturity Date of this Note as established by Payee in its reasonable discretion. 2

In the event that the yield rate on publicly traded United States Treasury Securities is not obtainable, then the nearest equivalent issue or index shall be selected, at Payee’s reasonable determination, and used to calculate the prepayment premium. The Loan will be open to prepayment without premium on any scheduled payment date during the last one hundred twenty (120) days of the term of the Loan. If any notice of prepayment is given, the principal balance of the Loan and the other sums required pursuant to this Section 2 shall be due and payable on the Prepayment Date, unless Maker provides written notice to Payee that it is revoking said prepayment notice no later than five (5) business days prior to the Prepayment Date. Provided no Event of Default exists, the above premium shall not be applicable to a prepayment resulting from Payee’s election to require insurance loss proceeds or condemnation awards to be applied to a payment of principal. No partial prepayment shall be allowed. The Loan Year is defined as any twelve month period commencing with the date on which the first monthly installment is due or any anniversary thereof. 3. Acceleration/Default. Maker acknowledges that the Loan was made on the basis and assumption that Payee would receive the payments of principal and interest set forth herein for the full term of this Loan. Therefore, whenever the Maturity Date of the Loan has been accelerated by reason of an Event of Default, which Event of Default occurs prior to the time period, if any, in which prepayment is allowed and prior to the date on which the full amount of the balance of principal and interest then remaining unpaid shall be due, including an acceleration by reason of sale, conveyance, further encumbrance or other Event of Default (which acceleration shall be at Payee’s sole option), there shall be due, in addition to the outstanding principal balance, accrued interest and other sums due under the Loan Documents, a premium equal to the greater of: (a) The sum obtained by adding: (i) the positive amount, if any, equal to (aa) the sum of the present values of all scheduled payments due under this Note from the date of said payment to and including the Maturity Date of this Note, minus (bb) the then outstanding principal balance of this Note, and (ii) One percent (1.00%) of the then outstanding principal balance of this Note; or (b) An amount equal to ten percent (10.00%) of the then outstanding principal balance of this Note. All present values shall be calculated as of the date of said payment, using a discount rate, compounded monthly, equal to the yield rate, converted to its monthly equivalent, of the United States Treasury Security having the closest maturity date to the Maturity Date of 3

this Note as established by Payee in its reasonable discretion. In the event that the yield rate on publicly traded United States Treasury Securities is not obtainable, then the nearest equivalent issue or index shall be selected, at Payee’s reasonable determination, and used to calculate the prepayment premium. If an Event of Default occurs on or after the date on which prepayment is permitted, then in lieu of the above premium, payment of a premium calculated in the manner set forth in Section 2 hereof shall be required. A tender of the amount necessary to satisfy the entire indebtedness, paid at any time following such Event of Default or acceleration, including at a foreclosure sale or during any subsequent redemption period, if any, shall be deemed a voluntary prepayment, and, at Payee’s option, such payment shall include a premium as described above. 4. Default Rate. Maker does hereby agree that upon the occurrence of an Event of Default and while any Event of Default exists, including, without limitation, the failure of Maker to pay the Debt in full on the Maturity Date, Payee shall be entitled to receive and Maker shall pay interest on the entire unpaid principal sum, effective from the date of the commencement of an Event of Default, at a rate (the “Default Rate”) equal to seven percent (7.00%) above the Applicable Interest Rate, but in no event to exceed the highest rate permitted under the laws of the jurisdiction where the property secured by the Mortgage is situated. This charge shall be added to the Debt, and shall be deemed secured by the Mortgage. This clause, however, shall not be construed as an agreement or privilege to extend the date of the payment of the Debt, nor as a waiver of any other right or remedy available to Payee by reason of the occurrence of any Event of Default. 5. Late Charge. If any monthly principal and interest payment payable under this Note is not paid in full within five (5) days of the date on which it is due, Maker shall pay to Payee an amount equal to the lesser of five percent (5%) of such unpaid sum or the maximum amount permitted by applicable law to defray the expenses incurred by Payee in handling and processing such delinquent payment and to compensate Payee for the loss of the use of such delinquent payment and such amount shall be secured by the Loan Documents. In no event shall such late fee be applied to the principal balance of due on the Maturity Date (or earlier by acceleration or otherwise). 6. Loan Documents. Security for Loan. This Note is secured by the Mortgage and certain other The term “Mortgage” as used in this Note shall mean the Mortgage, Assignment of Leases and Rents and Security Agreement dated the date hereof in the principal sum of $125,000,000.00 given by Maker for the use and benefit of Payee covering certain premises located at 175 Freeman Street, in the Town of Brookline, the County of Norfolk, Commonwealth of Massachusetts, as more particularly described therein. Upon payment in full of all sums evidenced by this Note, Payee shall execute and deliver a discharge of the Mortgage following Maker’s request and at Maker’s sole cost and expense. 7. Compliance with Law.It is expressly stipulated and agreed to be the intent of Maker and Payee at all times to comply with applicable state law or applicable United States federal law (to the extent that it permits Payee to contract for, charge, take, reserve or 4

receive a greater amount of interest than under state law) and that this paragraph shall control every other covenant and agreement in this Note and the other Loan Documents. If the applicable law (state or federal) is ever judicially interpreted so as to render usurious any amount called for under this Note or any of the other Loan Documents, or contracted for, charged, taken, reserved or received with respect to the Debt, or if Payee’s exercise of the option to accelerate the Maturity Date, or if any prepayment by Maker results in Maker’s having paid any interest in excess of that permitted by applicable law, then it is Payee’s express intent that all excess amounts theretofore collected by Payee shall be credited on the principal balance of this Note and all other Debt and the provisions of this Note, and the other Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new documents, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder or thereunder. All sums paid or agreed to be paid to Payee for the use or forbearance of the Debt shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term of the Debt until payment in full so that the rate or amount of interest on account of the Debt does not exceed the maximum lawful rate from time to time in effect and applicable to the Debt for so long as the Debt is outstanding. Notwithstanding anything to the contrary contained herein, in the Mortgage or in any of the other Loan Documents, it is not the intention of Payee to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration. 8. Amendments. This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Maker or Payee, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought. 9. Intentionally Omitted. 10. Construction. Whenever used, the singular number shall include the plural, the plural the singular, and the words “Payee” and “Maker” shall include their respective successors and assigns. 11. Waivers. Maker and all others who may become liable for the payment of all or any part of the Debt do hereby severally waive presentment and demand for payment, notice of dishonor, protest, notice of protest and non–payment and notice of intent to accelerate the maturity hereof (and of such acceleration). No release of any security for the Debt or extension of time for payment of this Note or any installment hereof and no alteration, amendment or waiver of any provision of this Note, the Mortgage or any other Loan Documents made by agreement between Payee and any other person or party shall release, modify, amend, waive, extend, change, discharge, terminate or affect the liability of Maker and any other who may become liable for the payment of all or any part of the Debt, under this Note, the Mortgage or any other Loan Documents. 12.Authority. Maker (and the other undersigned representative of Maker, if any) represents that Maker has full power, authority and legal right to execute, deliver and 5

perform its obligations pursuant to this Note, the Mortgage and the other Loan Documents and that this Note, the Mortgage and the other Loan Documents constitute valid and binding obligations of Maker. 13. Time. Time is of the essence of this Note. 14. Replacement Note. In the event of the loss, theft or destruction of this Note, upon Maker’s receipt of a reasonably satisfactory indemnification agreement executed in favor of Maker by Payee or in the event of the mutilation of this Note, upon the surrender of the mutilated Note by Payee to Maker, Maker shall execute and deliver to Payee a new Mortgage note in form and content identical to this Note in lieu of the lost, stolen, destroyed or mutilated Note. 15. Notice. All notices required to be given pursuant hereto shall be given in the manner specified in the Mortgage directed to the parties at their respective addresses as provided therein. 16.Costs and Expenses. Maker shall pay all expenses and costs, including reasonable fees and out-of-pocket expenses of attorneys and expert witnesses and costs of investigation incurred by Payee as a result of any Event of Default or in connection with efforts to collect any amount due under this Note or to enforce the provisions of any of the Loan Documents, including those incurred in post-judgment collection efforts and in any bankruptcy proceeding (including any action for relief from the automatic stay of any bankruptcy proceeding) or judicial or non-judicial foreclosure proceeding. 17. Forbearance. Any forbearance by Payee in exercising any right or remedy under this Note, the Mortgage or any other Loan Document or otherwise afforded by applicable law shall not be a waiver of or preclude the exercise of that or any other right or remedy. The acceptance by Payee of any payment after the due date of such payment or in an amount which is less than the required payment shall not be a waiver of Payee’s right to require prompt payment when due of all other payments or to exercise any right or remedy with respect to any failure to make prompt payment. Enforcement by Payee of any security for Maker’s obligations under this Note shall not constitute an election by Payee of remedies so as to preclude the exercise of any other right or remedy available to Payee. 18. Section Headings. The Section headings inserted in this Note 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 section contained herein. 19. Limitation on Liability. The obligations and liability of Maker pursuant to the following subsections (a) and (b) are collectively referred to as “Recourse Obligations.” (a) Limited Recourse Obligations.Notwithstanding anything to the contrary contained herein, but subject to the obligations of Paragraph 45 of the Mortgage and subsection (b) below, any claim based on or in respect of any liability of Maker under this Note, the Mortgage or any other Loan Document shall be enforced only against the Mortgaged Property (as such term is defined in the Mortgage) and any other collateral now or hereafter given to secure this Note and not against any other assets, properties or funds of Maker; 6

provided, however, that Maker shall be personally liable for amounts under the Loan Documents to the extent of, but limited to the amount of any loss, costs or damage arising out of the matters described in the subsections below, which liability shall not be limited solely to the Mortgaged Property and other collateral now or hereafter given to secure this Note but shall include all of the assets, properties and funds of Maker: (i) fraud, misrepresentation and waste, (ii) any rents, issues or profits collected more than one (1) month in advance of their due dates and which are not turned over to Payee upon demand following the occurrence of an Event of Default, (iii) any misappropriation of rents, issues or profits, security deposits and any other payments from tenants or occupants (including, without limitation, lease termination fees), insurance proceeds, condemnation awards or other sums of a similar nature, (iv) liability underenvironmental covenants, conditions and indemnities contained in the Mortgage and in any separate environmental indemnity agreements, (v) personalty or fixtures removed or allowed to be removed by or on behalf of Maker and not replaced by items of equal or greater value or functionality than the personalty or fixtures so removed, (vi) failure to pay taxes, assessments or ground rents prior to delinquency, or to pay charges for labor, materials or other charges which can create liens on any portion of the Mortgaged Property and any sums expended by Payee in the performance of or compliance with the obligations of Maker under the Loan Documents, including, without limitation, sums expended to pay taxes or assessments or hazard insurance premiums or bills for utilities or other services or products for the benefit of the Mortgaged Property. The liability of Maker for failure to pay taxes or assessments prior to delinquency shall be limited to the extent that operating income from the Mortgaged Property, after applying it to (A) the operating expenses of the Mortgaged Property which are then due payable and (B) the monthly debt service payment due under the Loan for the Mortgaged Property, was sufficient to pay such real estate taxes or assessments. (vii) the unauthorized sale, conveyance or transfer of title to the Mortgaged Property or interest in the Maker or encumbrance of the Mortgaged Property, voluntarily, by operation of law or otherwise, (viii)the failure of Maker to maintain its status as a single purpose, bankruptcy-remote entity pursuant to its organizational documents and the Loan Documents, (ix) a violation of the provisions of Paragraph 18(h) of the Mortgage, and 7

(x) attorney’s fees, court costs and other expenses incurred by Payee in connection with its enforcement of its remedies under the Loan Documents, including, but not limited to, in connection with any bankruptcy proceeding or reorganization brought by or against the Maker or any of its principals. Nothing herein shall be deemed (w) to be a waiver of any right which Payee may have under any bankruptcy law of the United States or the state where the Mortgaged Property is located including, but not limited to, Section 506(a), 506(b), 1111(b) or any other provisions of the U.S. Bankruptcy Code to file a claim for the full amount of the indebtedness secured by the Mortgage or to require that all collateral securing the indebtedness secured hereby shall continue to secure all of the indebtedness owing to Payee in accordance with this Note, the Mortgage and the other Loan Documents; (x) to impair the validity of the indebtedness secured by the Mortgage; (y) to impair the right of Payee as mortgagee or secured party to commence an action to foreclose any lien or security interest; or (z) to modify, diminish or discharge the liability of any guarantor under any guaranty or of any indemnitor under any indemnity agreement. (b)Full Recourse Obligations. Notwithstanding anything to the contrary contained in this Note or the other Loan Documents, the exculpation provisions of subsection (a) above will BECOME NULL AND VOID and the Loan will be FULLY RECOURSE to Maker and any guarantor under any guaranty in the event that Maker, any guarantor under any guaranty or any indemnitor under any indemnity agreement provided to the Payee: (i) commencesasdebtoranycaseorproceedingunderany bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law, (ii) has apportioned for it or the whole or any substantial part of its property (other than upon the petition or filing of Payee), a receiver, conservator, trustee, custodian, manager, liquidator, or similar official, by any governmental or judicial authority; (iii) makes a proposal or any assignment for the benefit of its creditors, or enters into an arrangement or composition or similar plan or scheme with or for the benefit of creditors generally occurring in circumstances in which such entity is unable to meet its obligations as they become due; (iv) has filed against it any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law which (aa) is consented to or not timely contested by such entity; or (bb) is not dismissed within ninety (90) days; (v)if required to do so under the terms of the Loan Documents, fails to maintain its status as a single purpose, bankruptcy-remote entity pursuant to its organizational documents and the Loan Documents; or (vi) by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, asserts or has filed against it a determination that the transaction creating the lien of the Mortgage is either (aa) a fraudulent conveyance or fraudulent transfer, or (bb) a preferential transfer. 8

20. Agreement to Perform. Maker agrees to perform and comply with each of the covenants, conditions, provisions, and agreements of Maker contained in this Note, the Mortgage and each of the Loan Documents. Maker agrees that the obligation evidenced by this Note shall be payable in accordance with its terms without offset, counterclaim, demand, withholding or deduction. 21. Book Entry. Maker hereby appoints Payee as its agent for the purpose of maintaining a registration book in which the ownership of this Note shall be recorded. In addition to any provisions set forth in the Loan Documents, this Note may be sold, transferred or assigned only upon notification by the holder to John Hancock at the address indicated below that a sale, transfer or assignment of this Note has been duly executed by the holder. Notice of any sale, transfer or assignment of this Note is to be provided to: John Hancock Life Insurance Company (U.S.A.) c/o Book Entry Agent Real Estate Finance Group 197 Clarendon Street, C-3 Boston, Massachusetts 02116 Attention: Arthur J. Francis This Note shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts and the applicable laws of the United States of America. [Remainder of page intentionally left blank; signature page follows] 9

IN WITNESS WHEREOF, Maker has duly executed and delivered this Note as an instrument under seal as of the day and year first above written. MAKER HAMILTON PARK TOWERS, LLC, a Delaware limited liability company By: J--= Harold Brown Manager By: NewReal, Inc., a Massachusetts corporation, Manager By: OilaldBfiwn, President MORTGAGE NOTE

EX-10.2

Exhibit 10.2

Loan No. 527600:11 ASSIGNMENT OF LEASES AND RENTS HAMILTON PARK TOWERS, LLC (Assignor) TO JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) (Assignee) Dated: As of May 31, 2018 Location of Property: 175 Freeman Street, Brookline, Norfolk County, Massachusetts Record and Return To: Carlton Fields One State Street, Suite 1800 Hartford, CT 06103 Attention: Frank A. Appicelli, Esq. 114250575.5

THIS ASSIGNMENT OF LEASES AND RENTS (this “Assignment”) made as of the 31st day of May, 2018, by HAMILTON PARK TOWERS, LLC, a Delaware limited liability company, having its principal place of business in care of The Hamilton Company, Inc., 39 Brighton Avenue, Boston, Massachusetts 02134 (“Assignor”), to and for the benefit of JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), a Michigan corporation, having an address at 197 Clarendon Street, C-3, Boston, Massachusetts 02116 (“Assignee”). W I T N E S S E T H: THAT Assignor for good and valuable consideration, receipt whereof is hereby acknowledged, hereby grants, transfers and absolutely and unconditionally assigns to Assignee the entire lessor’s interest in and to all current and future leases and subleases (including, without limitation, all guaranties thereof or letters of credit given to secure lessee’s obligations) and other agreements affecting the use, enjoyment or occupancy of all or any part of that certain lot or piece of land, more particularly described in Exhibit A hereto, together with the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter located thereon (hereinafter collectively referred to as the “Mortgaged Property”) (including any use or occupancy arrangements created pursuant to Section 365(h) of Title 11 of the United States Code (the “Bankruptcy Code”) or otherwise in connection with the commencement or continuance of any bankruptcy, reorganization, arrangement, insolvency, dissolution, receivership or similar proceedings, or any assignment for the benefit of creditors in respect of any tenant or occupant of any portion of the Mortgaged Property), together with any extension or renewal of the same; The leases and other agreements described above together with all other present and future leases and present and future agreements and any extension or renewal of the same are hereinafter collectively referred to as the “Leases”; TOGETHER WITH all income, rents, issues, revenues, security deposits, proceeds of letters of credit given to secure lessees’ obligations and profits arising from the Leases and renewals thereof, all guaranties and other security and credit enhancement instruments relating thereto (including but not limited to letters of credit) and together with all income, rents, issues and profits, revenues and proceeds (including, but not limited to, all oil and gas or other mineral royalties and bonuses) from the use, enjoyment and occupancy of the Mortgaged Property (including any payments received pursuant to Section 502(b) of the Bankruptcy Code or otherwise in connection with the commencement or continuance of any bankruptcy, reorganization, arrangement, insolvency, dissolution, receivership or similar proceedings, or any assignment for the benefit of creditors, in respect of any tenant or occupant of any portion of the Mortgaged Property and all claims as a creditor in connection with any of the foregoing) (hereinafter collectively referred to as the “Rents”) and all proceeds from the sale, cancellation, surrender or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Loan (as hereinafter defined). THIS ASSIGNMENT is made in consideration of that certain loan (the “Loan”) made by Assignee to Assignor evidenced by that certain mortgage note made by Assignor to Assignee, dated the date hereof, in the principal sum of $125,000,000 (the “Note”) and secured by that certain mortgage, assignment of leases and rents and security agreement given by 2 114250575.5

Assignor to Assignee, dated the date hereof, in the principal sum of $125,000,000, covering the Mortgaged Property (the “Mortgage”). This Assignment, the Note, the Mortgage and other documents now or hereafter executed by Assignor and/or others and by or in favor of Assignee which evidence, secure, guarantee or are executed in connection with the Loan (such documents collectively hereinafter referred to as the “Loan Documents”). ASSIGNOR WARRANTS that (i) Assignor is the sole owner of the entire lessor’s interest in the Leases; (ii) that the rent roll or occupancy schedule attached as an exhibit to the application, in connection with the Loan, given by Assignor to Assignee (the “Rent Roll”) is a true, accurate and complete list of all Leases or options to lease now in effect at the Mortgaged Property; (iii) the Leases are valid and enforceable and have not been altered, modified or amended in any manner whatsoever except as herein set forth; (iv) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated; (v) except for last month’s rents and security deposits, none of the Rents have been collected for more than one (1) month in advance; (vi) Assignor has full power and authority to execute and deliver this Assignment and the execution and delivery of this Assignment has been duly authorized and does not conflict with or constitute a default under any law, judicial order or other agreement affecting Assignor or the Mortgaged Property; and (vii) there exist no offsets or defenses to the payment of any portion of the Rents. ASSIGNOR COVENANTS with Assignee that Assignor shall not, without the prior written consent of Assignee, (a) lease all or any part of the Mortgaged Property, (b) alter or change the terms of any Lease or cancel or terminate, abridge or otherwise modify the terms of any Lease, (c) consent to any assignment of or subletting under any Lease not in accordance with its terms, (d) cancel, terminate, abridge or otherwise modify any guaranty of any Lease or the terms thereof, (e) except for last month’s rents and security deposits, collect or accept prepayments of installments of Rents for a period of more than one (1) month in advance or (f) further assign the whole or any part of the Leases or the Rents; provided, however, the actions described in clause (a) above may be taken if the Leases are on forms approved by Assignee and if the taking of such action is in the ordinary course of Assignor’s business and, provided further, the actions described in clauses (b), (c) and (d) above may be taken if the taking of such action is in the ordinary course of Assignor’s business. ASSIGNOR FURTHER COVENANTS with Assignee that, with respect to each Lease, Assignor shall (a) observe and perform each and every provision thereof on the lessor’s part to be fulfilled or performed under each Lease and not do or permit to be done anything to impair the value of the Lease as security for the Loan, (b) promptly send to Assignee copies of all notices of default which Assignor shall send or receive thereunder, (c) enforce all of the terms, covenants and conditions contained in such Lease upon the lessee’s part to be performed, (d) execute and deliver, at the request of Assignee, all such further assurances, confirmations and assignments in connection with the Mortgaged Property as Assignee shall, from time to time, require and (e) upon request, furnish Assignee with executed copies of all Leases; provided, however, the notice to Assignee referenced in clause (b) above shall not be required for residential leases in an apartment complex or mobile home facility. 3 114250575.5

THIS ASSIGNMENT is made on the following terms, covenants and conditions: 1. Present Assignment. Assignor does hereby absolutely and unconditionally assign to Assignee Assignor’s right, title and interest in all current and future Leases and Rents, it being intended by Assignor that this assignment constitutes a present, absolute and unconditional assignment and not an assignment for additional security only. Such assignment to Assignee shall not be construed to bind Assignee to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise to impose any obligation upon Assignee. Assignor agrees to execute and deliver to Assignee such additional instruments, in form and substance reasonably satisfactory to Assignee, as may hereinafter be requested by Assignee to further evidence and confirm said assignment. Nevertheless, subject to the terms of this Paragraph 1, Assignee grants to Assignor a revocable license to operate and manage the Mortgaged Property and to collect the Rents. Assignor shall hold the Rents or a portion thereof sufficient to discharge all current sums due on the Loan for use in the payment of such sums. Upon an Event of Default (as defined in the Mortgage) and until such Event of Default is cured, the license granted to Assignor herein shall be automatically revoked by Assignee and Assignee shall immediately be entitled to receive and apply all Rents, whether or not Assignee enters upon and takes control of the Mortgaged Property. Assignee is hereby granted and assigned by Assignor the right, at its option, upon the revocation of the license granted herein to enter upon the Mortgaged Property in person, by agent or by court appointed receiver to collect the Rents. Any Rents collected after the revocation of the license herein granted may be applied toward payment of the Loan in such priority and proportion as Assignee, in its discretion, shall deem proper. 2. Remedies of Assignee. Upon or at any time after an Event of Default, until such Event of Default is cured, Assignee may, at its option, without waiving such Event of Default, without notice and without regard to the adequacy of the security for the Loan, either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court, enforce its interest in the Leases and Rents and take possession of the Mortgaged Property and have, hold, manage, lease and operate the Mortgaged Property on such terms and for such period of time as Assignee may deem proper and either with or without taking possession of the Mortgaged Property in its own name, demand, sue for or otherwise collect and receive all Rents, including those past due and unpaid with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to Assignee and may apply the Rents to the payment of the following in such order and proportion as Assignee in its sole discretion may determine, any law, custom or use to the contrary notwithstanding: (a) all expenses of managing and securing the Mortgaged Property, including, without being limited thereto, the salaries, fees and wages of a managing agent and such other employees or agents as Assignee may deem necessary or desirable and all expenses of operating and maintaining the Mortgaged Property, including, without being limited thereto, all taxes, charges, claims, assessments, water charges, sewer rents and any other liens, and premiums for all insurance which Assignee may deem necessary or desirable, and the cost of all alterations, renovations, repairs or replacements, and all expenses incident to taking and retaining possession of the Mortgaged Property; and (b) the Loan, together with all costs and attorneys’ fees. In addition to the rights which Assignee may have herein, upon the occurrence of an Event of Default until such Event of Default is cured, Assignee, at its option, may either require Assignor to pay monthly in advance to Assignee, or any receiver appointed to collect the Rents, the fair 4 114250575.5

and reasonable rental value for the use and occupation of such part of the Mortgaged Property as may be in possession of Assignor or may require Assignor to vacate and surrender possession of the Mortgaged Property to Assignee or to such receiver and, in default thereof, Assignor may be evicted by summary proceedings or otherwise. For purposes of Paragraphs 1 and 2, during the continuance of an Event of Default, Assignor grants to Assignee its irrevocable power of attorney, coupled with an interest, to take any and all of the aforementioned actions and any or all other actions designated by Assignee for the proper management and preservation of the Mortgaged Property. The exercise by Assignee of the option granted it in this Paragraph 2 and the collection of the Rents and the application thereof as herein provided shall not be considered a waiver of any default by Assignor under the Note, the Mortgage, the Leases, this Assignment or the Loan Documents. 3. No Liability of Assignee. Assignee shall not be liable for any loss sustained by Assignor resulting from Assignee’s failure to let the Mortgaged Property after an Event of Default or from any other act or omission of Assignee in managing the Mortgaged Property after default unless such loss is caused by the gross negligence, willful misconduct or bad faith of Assignee. Assignee shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or under or by reason of this Assignment and Assignor shall, and hereby agrees to, indemnify Assignee for and hold Assignee harmless from, any and all liability, loss or damage which may or might be incurred under the Leases or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Assignee by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases, unless such claim arises from the gross negligence or willful misconduct of Assignee. Should Assignee incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys’ fees, shall be secured hereby and by the Mortgage and the Loan Documents and Assignor shall reimburse Assignee therefor immediately upon demand and upon the failure of Assignor so to do Assignee may, at its option, declare all sums secured hereby, the Note, and the Mortgage and the Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Mortgaged Property upon Assignee, nor for the carrying out of any of the terms and conditions of the Leases; nor shall it operate to make Assignee responsible or liable for any waste committed on the Mortgaged Property by the tenants or any other parties, or for any dangerous or defective condition of the Mortgaged Property, including, without limitation, the presence of any Hazardous Materials (as defined in the Mortgage), or for any negligence (other than gross negligence) in the management, upkeep, repair or control of the Mortgaged Property resulting in loss or injury or death to any tenant, licensee, employee or stranger until such time that Assignee has obtained actual, unopposed possession of the Mortgaged Property. 4. Notice to Lessees.Assignor hereby authorizes and directs the lessees named in the Leases or any other or future lessees or occupants of the Mortgaged Property upon receipt from Assignee of written notice to the effect that Assignee is then the holder of the Mortgage and that a default exists thereunder or under this Assignment, the Note or the other Loan Documents to pay over to Assignee all Rents and to continue so to do until otherwise notified by Assignee. 5 114250575.5

5. Other Security.Assignee may take or release other security for the payment of the Loan, release any party primarily or secondarily liable therefor and apply any other security held by it to the reduction or satisfaction of the Loan without prejudice to any of its rights under this Assignment. 6. Other Remedies. Nothing contained in this Assignment and no act done or omitted by Assignee pursuant to the power and rights granted to Assignee hereunder shall be deemed to be a waiver by Assignee of its rights and remedies under the Note, the Mortgage or the Loan Documents and this Assignment is made and accepted without prejudice to any of the rights and remedies possessed by Assignee under the terms thereof. The right of Assignee to collect the Loan and to enforce any other security therefor held by it may be exercised by Assignee either prior to, simultaneously with, or subsequent to any action taken by it hereunder. 7. No Mortgagee in Possession. Nothing herein contained shall be construed as constituting Assignee a “mortgagee in possession” in the absence of the taking of actual possession of the Mortgaged Property by Assignee. In the exercise of the powers herein granted Assignee, no liability shall be asserted or enforced against Assignee, all such liability being expressly waived and released by Assignor, until such time that Assignee is adjudicated to be a mortgagee in possession. 8. Conflict of Terms.In case of any conflict between the terms of this Assignment and the terms of the Mortgage, the terms of the Mortgage shall prevail. 9. No Oral Change. This Assignment and any provisions hereof may not be modified, amended, waived, extended, changed, discharged or terminated orally, or by any act or failure to act on the part of Assignor or Assignee, but only by an agreement in writing signed by the party against whom the enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought. 10. Certain Definitions. Unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, words used in this Assignment may be used interchangeable in singular or plural form and the word “Assignor” shall mean “each Assignor and any subsequent owner or owners of the Mortgaged Property or any part thereof or any interest therein,” the word “Assignee” shall mean “Assignee and any subsequent holder of the Note,” the word “Note” shall mean “the Note and any other evidence of indebtedness secured by the Mortgage,” the word “person” shall include an individual, corporation, partnership, trust, unincorporated association, government, governmental authority, and any other entity, the words “Mortgaged Property” shall include any portion of the Mortgaged Property and any interest therein, and the word “Loan” shall mean the principal balance of the Note with interest thereon as provided in the Note and the Mortgage and all other sums due pursuant to the Note, the Mortgage, this Assignment and the other Loan Documents; whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa. 11. Non-Waiver. The failure of Assignee to insist upon strict performance of any term hereof shall not be deemed to be a waiver of any term of this Assignment. Assignor shall not be relieved of Assignor’s obligations hereunder by reason of (i) failure of Assignee to 6 114250575.5

comply with any request of Assignor or any other party to take any action to enforce any of the provisions hereof or of the Mortgage, the Note or the other Loan Documents, (ii) the release, regardless of consideration, of the whole or any part of the Mortgaged Property, or (iii) any agreement or stipulation by Assignee extending the time of payment or otherwise modifying or supplementing the terms of this Assignment, the Note, the Mortgage or the Other Security Documents. Assignee may resort for the payment of the Loan to any other security held by Assignee in such order and manner as Assignee, in its discretion, may elect. Assignee may take any action to recover the Loan, or any portion thereof, or to enforce any covenant hereof without prejudice to the right of Assignee thereafter to enforce its rights under this Assignment. The rights of Assignee under this Assignment shall be separate, distinct and cumulative and none shall be given effect to the exclusion of the others. No act of Assignee shall be construed as an election to proceed under any one provision herein to the exclusion of any other provision. 12. Inapplicable Provisions. If any term, covenant or condition of this Assignment is held to be invalid, illegal or unenforceable in any respect, this Assignment shall be construed without such provision. 13. Duplicate Originals. This Assignment may be executed in any number of duplicate originals and each such duplicate original shall be deemed to be an original. 14. Governing Law. This Assignment shall be governed and construed in accordance with the laws of the State in which the real property encumbered by the Mortgage is located. 15. Termination of Assignment. Upon payment in full of the Loan, Assignor shall execute and deliver a discharge of this Assignment following Assignor’s request and at Assignor’s sole cost and expense. 16. Limitation on Liability. The provisions of Paragraph 46 of the Mortgage are incorporated herein by this reference to the fullest extent as if the text of such paragraph were set forth in its entirety herein. THIS ASSIGNMENT, together with the covenants and warranties therein contained, shall inure to the benefit of Assignee and any subsequent holder of the Mortgage and shall be binding upon Assignor, its heirs, executors, administrators, successors and assigns and any subsequent owner of the Mortgaged Property. [Remainder of page left intentionally blank.] 7 114250575.5

IN WITNESS WHEREOF, Assignor has executed this Assignment as instrument under seal as of the day and year first above written. an ASSIGNOR: HAMILTON PARK TOWERS, LLC, a Delaware limited liability company By: Harold Brown Manager By: NewReal, Inc., a Massachusetts corporation, Manager By: '""2 => / By: Harold Bto'wn, er COMMONWEALTH OF MASSACHUSETTS ) ) ss. Boston ) COUNTY OF SUFFOLK On this, thday of May, 2018, before me, the undersigned notary public, personally appeared Harold Brown, proved to me through satisfactory evidence of identification, being a driver's license or other state or federal governmental document bearing a photographic image, to be the person whose name is signed above, and acknowledged to me that he signed it voluntarily as the Manager of HAMILTON PARK TOWERS, LLC, a Delaware limited liability company and as the Treasurer of NewReal, Inc., a Massachusetts corporation, the Manager of HAMILTON PARK TOWERS, LLC. LNotarial Seal] Notary Public &.elk{ £. ... ...._ My CommissiOn Expires: <3 \ tt( /d l Qualified in the Commonwealth of Massachusetts --t NOTARY PUBLIC Commonwealth of M•seachueen. Comm1ss1o March 19.2021 - ASSIGNMENT OF LEASES AND RENTS ®. ! SALLY E. MICHAEL Myn Expires

COMMONWEALTH OF MASSACHUSETTS ) ) ss. Boston ) COUNTY OF SUFFOLK On this, th/ ay of May, 2018, before me, the undersigned notary public, personally appeared Ronald Brown, proved to me through satisfactory evidence of identification, being a driver's license or other state or federal governmental document bearing a photographic image, to be the person whose name is signed above, and acknowledged to me that he signed it voluntarily as the President of NewReal, HAMILTON PARK TOWERS, LLC. Inc., a Massachusetts corporation, the Manager of [Notarial Seal] NOTARY PUBLIC Commonwealth of Massachusetta March 19.2021 ASSIGNMENT OF LEASES AND RENTS SALLY E. MICHAEL My Commission Expires

EXHIBIT A LEGAL DESCRIPTION Real property in the Town of Brookline, County of Norfolk, Commonwealth of Massachusetts, described as follows: A certain parcel of land, with buildings thereon, situated in Brookline, Norfolk County, Massachusetts, bounded and described as follows: Beginning at a point on the northerly sideline of Freeman Street, said point being the point of curvature of a curve connecting the northerly side of Freeman Street and the easterly sideline of Pleasant Street; Thence running along said curved line to the right of radius 30.57 feet a distance of 44.56 feet to a point of tangency, said point being on the easterly sideline of Pleasant Street; Thence running along said easterly sideline of Pleasant Street North 01° 19' 00" East a distance of 31.37 feet to an angle point; Thence turning and running along said easterly sideline of Pleasant Street North 00° 44' 40" West a distance of 336.10 feet to a point of curvature; Thence running along a curved line to the right of radius 20.00 feet a distance of 34.54 feet to a point of tangency, said point being on the southerly sideline of Thatcher Street; Thence running along said southerly sideline of Thatcher Street South 81° 49' 38" East a distance of 438.23 feet to a point of curvature; Thence running along a curved line to the right of the radius 20.00 feet a distance of 31.35 feet to a point of tangency, said point being on the westerly sideline of St. Paul Street; Thence running along the westerly side of St. Paul Street South 08° 00' 00" West a distance of 370.47 feet to a point of curvature; Thence running along a curved line to the right of the radius 20.00 feet a distance of 31.34 feet to a point of tangency, said point being on the northerly sideline of Freeman Street; Thence running along the northerly sideline of Freeman Street North 82° 14' 30" West a distance of 372.80 feet to the point of beginning A-1 114250575.5

EX-10.3

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