0001104659-09-062140 Sample Contracts

MULTIFAMILY NOTE-CME MULTISTATE — FIXED RATE (REVISION DATE 8-14-2009)
New England Realty Associates Limited Partnership • November 3rd, 2009 • Operators of apartment buildings

FOR VALUE RECEIVED, the undersigned (together with such party’s or parties’ successors and assigns, “Borrower”) jointly and severally (if more than one) promises to pay to the order of WACHOVIA MULTIFAMILY CAPITAL, INC., a Delaware corporation, the principal sum of EIGHTY-NINE MILLION NINE HUNDRED FOURTEEN THOUSAND AND 00/100 DOLLARS ($89,914,000.00), with interest on the unpaid principal balance, as hereinafter provided.

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PLEDGE AGREEMENT
Pledge Agreement • November 3rd, 2009 • New England Realty Associates Limited Partnership • Operators of apartment buildings • Massachusetts

THIS PLEDGE AGREEMENT (this “Agreement”) is made the 28th day of October, 2009 by and between NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP, a Massachusetts limited partnership, with an address at 39 Brighton Avenue, Boston, Massachusetts 02134 (“Pledgor”), and HBC HOLDINGS, LLC, a Massachusetts limited liability company, with an address at 39 Brighton Avenue, Boston, Massachusetts 02134 (“Pledgee”).

PROMISSORY NOTE
New England Realty Associates Limited Partnership • November 3rd, 2009 • Operators of apartment buildings

FOR VALUE RECEIVED, NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP, with an address c/o The Hamilton Company, Inc., 39 Brighton Avenue, Boston, Massachusetts 02134 (“Maker”), hereby covenants and promises to pay to HBC HOLDINGS, LLC, with an address c/o The Hamilton Company, Inc., 39 Brighton Avenue, Boston, Massachusetts 02134 (“Payee”), or order, at Payee’s address first above written or at such other address as Payee may designate in writing, [Seven Million, Eight Hundred Thousand and 00/100 Dollars ($7,800,000.00)], lawful money of the United States of America, together with interest thereon computed at the rate of six percent (6%) per annum, on an actual day/360 day basis (i.e., interest for each day during which any of the principal indebtedness is outstanding shall be computed at the aforesaid rate divided by 360). The Maker shall pay interest only during the term of this Note. Such payments shall be due and payable annually, commencing on the first anniversary of this Note,

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