TREMONT MORTGAGE TRUST FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • February 22nd, 2021 • Tremont Mortgage Trust • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [DATE] (the “Effective Date”), by and between Tremont Mortgage Trust, a Maryland real estate investment trust (the “Company”), and [TRUSTEE/OFFICER] (“Indemnitee”).
MASTER REPURCHASE AGREEMENT Dated as of February 9, 2018 by and between TRMT CB LENDER LLC, as Seller, and CITIBANK, N.A., as BuyerMaster Repurchase Agreement • February 12th, 2018 • Tremont Mortgage Trust • Real estate investment trusts • New York
MASTER REPURCHASE AGREEMENT, dated as of February 9, 2018 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and between TRMT CB LENDER LLC, a Delaware limited liability company (“Seller”), and CITIBANK, N.A., a national banking association (including any successor thereto, “Buyer”).
FORM OF TREMONT MORTGAGE TRUST Share Award AgreementShare Award Agreement • November 3rd, 2020 • Tremont Mortgage Trust • Real estate investment trusts • Maryland
This Share Award Agreement (this “Agreement”) is made as of «DATE», 2020, between «NAME» (the “Recipient”) and Tremont Mortgage Trust (the “Company”).
TREMONT MORTGAGE TRUST 5,000,000 Shares Common Shares of Beneficial Interest ($0.01 par value per share) UNDERWRITING AGREEMENTUnderwriting Agreement • May 21st, 2019 • Tremont Mortgage Trust • Real estate investment trusts • New York
Each of the undersigned, Adam D. Portnoy, President and Chief Executive Officer of Tremont Realty Advisors LLC, a Maryland limited liability company (the “Manager”), and Matthew P. Jordan, Executive Vice President, Chief Financial Officer and Treasurer of the Manager, on behalf of the Manager, does hereby certify on behalf of the Manager pursuant to Section 8(j) of that certain Underwriting Agreement dated May 16, 2019 (the “Underwriting Agreement”) among Tremont Mortgage Trust, a Maryland real estate investment trust, the Manager and the underwriters named in Schedule A thereto, for whom Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. are acting as representatives, that as of May 21, 2019:
MANAGEMENT AGREEMENTManagement Agreement • September 18th, 2017 • Tremont Mortgage Trust • Real estate investment trusts • Maryland
THIS MANAGEMENT AGREEMENT (this “Agreement”) is entered into effective as of September 18, 2017, by and between Tremont Mortgage Trust, a Maryland real estate investment trust, and Tremont Realty Advisors LLC, a Maryland limited liability company (the “Manager”). Capitalized terms used but not defined in this Agreement shall have the meanings given to them in Exhibit A to this Agreement.
PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • September 18th, 2017 • Tremont Mortgage Trust • Real estate investment trusts • Maryland
This PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) is made as of September 13, 2017, by and between Tremont Mortgage Trust, a Maryland real estate investment trust (the “Trust”), and Tremont Realty Advisors LLC, a Maryland limited liability company (the “Manager”).
August 26, 2021 RMR Mortgage Trust Two Newton Place Newton, Massachusetts 02458 Ladies and Gentlemen:Merger Agreement • August 27th, 2021 • Tremont Mortgage Trust • Real estate investment trusts
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 26, 2021, by and between RMR Mortgage Trust (“RMRM”) and Tremont Mortgage Trust (“TRMT”). Capitalized terms used in this letter agreement without definition shall have the meanings given therefor in the Merger Agreement.
GUARANTYGuaranty • February 12th, 2018 • Tremont Mortgage Trust • Real estate investment trusts • New York
This GUARANTY (this “Guaranty”) is made and entered into by TREMONT MORTGAGE TRUST, a Maryland real estate investment trust, whose address is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 (“Guarantor”), for the benefit of CITIBANK, N.A., a national banking association whose address is 388 Greenwich Street, New York, New York 10013 (“Buyer”) on this February 9, 2018 (the “Effective Date”). This Guaranty is made with reference to the following facts (with some capitalized terms being defined below):
Subordination AgreementSubordination Agreement • May 14th, 2019 • Tremont Mortgage Trust • Real estate investment trusts • New York
Reference is hereby made to that certain (a) Credit Agreement, dated as of February 4, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Tremont Loan Agreement”), by and between Tremont Mortgage Trust (the “Company”) and Tremont Realty Advisors LLC (the “TRA Lender”, “we” or “us”), (b) Master Repurchase Agreement, dated as of February 9, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Citi Loan Agreement”), by and between the TRMT CB Lender LLC (the “TRMT Borrower”) and Citibank, N.A. (“Citi”), and (c) Promissory Note, dated as of July 27, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Texas Capital Bank Note”; together with the Citi Loan Agreement, the “Senior Loan Agreements”), by and between the TRMT TCB Lender LLC (the “TRMT TCB Borrower”) and Texas Capital Bank, National Association (“Texas Capital Ban
Subordination AgreementSubordination Agreement • February 8th, 2019 • Tremont Mortgage Trust • Real estate investment trusts • New York
Reference is hereby made to that certain (i) Credit Agreement, dated as of February 4, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Tremont Loan Agreement”), by and between Tremont Mortgage Trust (the “Company”) and Tremont Realty Advisors LLC (the “TRA Lender”, “we” or “us”) and (ii) Master Repurchase Agreement, dated as of February 9, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Senior Loan Agreement”), by and between the TRMT CB Lender LLC (the “TRMT Borrower”) and Citibank, N.A. (the “Senior Lender”). In connection with the Senior Loan Agreement, the Company guaranteed the obligations of the TRMT Borrower under the Senior Loan Agreement.
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN RMR MORTGAGE TRUST AND TREMONT MORTGAGE TRUST DATED AS OF APRIL 26, 2021Merger Agreement • April 27th, 2021 • Tremont Mortgage Trust • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of April 26, 2021 (this “Agreement”), is by and between RMR MORTGAGE TRUST, a Maryland statutory trust (“RMRM”), and TREMONT MORTGAGE TRUST, a Maryland real estate investment trust (“TRMT”). Each of RMRM and TRMT is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in ARTICLE 1.
CREDIT AGREEMENTCredit Agreement • February 8th, 2019 • Tremont Mortgage Trust • Real estate investment trusts • New York
This CREDIT AGREEMENT (this “Agreement”) is dated as of February 4, 2019 and is by and between Tremont Mortgage Trust (the “Borrower”), and Tremont Realty Advisors LLC (the “Lender”).
SECOND AMENDMENT TO FEE AGREEMENTFee Agreement • February 8th, 2019 • Tremont Mortgage Trust • Real estate investment trusts
THIS SECOND AMENDMENT TO FEE AGREEMENT (this “Amendment”), dated as of February 4, 2019 (the “Effective Date”), is made by and among CITIBANK, N.A. (together with its successors and/or assigns, “Buyer”), TRMT CB LENDER LLC, a Delaware limited liability company (“Seller”), and for the purpose of acknowledging and agreeing to the provision set forth in Section 3 hereof, TREMONT MORTGAGE TRUST, a Maryland real estate investment trust (“Guarantor”).
February 9, 2018Master Repurchase Agreement • February 8th, 2019 • Tremont Mortgage Trust • Real estate investment trusts • New York
TREMONT REALTY ADVISORS]Management Agreement • June 30th, 2020 • Tremont Mortgage Trust • Real estate investment trusts
FOURTH AMENDMENT TO FEE AGREEMENTFee Agreement • November 3rd, 2020 • Tremont Mortgage Trust • Real estate investment trusts
THIS FOURTH AMENDMENT TO FEE AGREEMENT (this “Amendment”), dated as of October 30, 2020 (the “Effective Date”), is made by and among CITIBANK, N.A. (together with its successors and/or assigns, “Buyer”), TRMT CB LENDER LLC, a Delaware limited liability company (“Seller”), and for the purpose of acknowledging and agreeing to the provision set forth in Section 3 hereof, TREMONT MORTGAGE TRUST, a Maryland real estate investment trust (“Guarantor”).
SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • November 3rd, 2020 • Tremont Mortgage Trust • Real estate investment trusts
THIS SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENT (this “Amendment”), dated as of October 30, 2020 (the “Effective Date”), is made by and among CITIBANK, N.A. (together with its successors and/or assigns, “Buyer”), TRMT CB LENDER LLC, a Delaware limited liability company (“Seller”), and for the purpose of acknowledging and agreeing to the provision set forth in Section 3 hereof, TREMONT MORTGAGE TRUST, a Maryland real estate investment trust (“Guarantor”).
Tremont Mortgage TrustManagement Agreement • May 4th, 2020 • Tremont Mortgage Trust • Real estate investment trusts
FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • November 7th, 2018 • Tremont Mortgage Trust • Real estate investment trusts
THIS FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT (this “Amendment”), dated as of November 6, 2018 (the “Effective Date”), is made by and among CITIBANK, N.A. (together with its successors and/or assigns, “Buyer”), TRMT CB LENDER LLC, a Delaware limited liability company (“Seller”), and for the purpose of acknowledging and agreeing to the provision set forth in Section 3 hereof, TREMONT MORTGAGE TRUST, a Maryland real estate investment trust (“Guarantor”).
FIRST AMENDMENT TO GUARANTYGuaranty • February 8th, 2019 • Tremont Mortgage Trust • Real estate investment trusts
THIS FIRST AMENDMENT TO GUARANTY (this “Amendment”), dated as of February 4, 2019 (the “Effective Date”), is made by and among CITIBANK, N.A. (together with its successors and/or assigns, “Buyer”), TREMONT MORTGAGE TRUST, a Maryland real estate investment trust (“Guarantor”), and for the purpose of acknowledging and agreeing to the provision set forth in Section 5 hereof, TRMT CB LENDER LLC, a Delaware limited liability company (“Seller”).
Tremont Realty Advisors LLC Two Newton PlaceManagement Agreement • May 14th, 2018 • Tremont Mortgage Trust • Real estate investment trusts
Reference is made to the Management Agreement dated as of September 18, 2017 by and between the Trust and Tremont Realty Advisors LLC (the “Manager”), a registered investment adviser.
VOTING AGREEMENTVoting Agreement • April 27th, 2021 • Tremont Mortgage Trust • Real estate investment trusts • Maryland
THIS VOTING AGREEMENT (this “Agreement”) is made as of April 26, 2021, by and between Tremont Mortgage Trust, a Maryland real estate investment trust (“TRMT”), and Diane Portnoy, an individual having a business address at c/o The Immigrant Learning Center, Inc., 442 Main Street, Malden, MA 02148 (the “Shareholder”).
TREMONT REALTY ADVISORS] June 20, 2018Management Agreement • June 21st, 2018 • Tremont Mortgage Trust • Real estate investment trusts
April 26, 2021Management Agreement • April 27th, 2021 • Tremont Mortgage Trust • Real estate investment trusts • Maryland
SECOND AMENDMENT TO GUARANTYGuaranty • December 13th, 2019 • Tremont Mortgage Trust • Real estate investment trusts
THIS SECOND AMENDMENT TO GUARANTY (this “Amendment”), dated as of December 11, 2019 (the “Effective Date”), is made by and among CITIBANK, N.A. (together with its successors and/or assigns, “Buyer”), TREMONT MORTGAGE TRUST, a Maryland real estate investment trust (“Guarantor”), and for the purpose of acknowledging and agreeing to the provision set forth in Section 5 hereof, TRMT CB LENDER LLC, a Delaware limited liability company (“Seller”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 3rd, 2019 • Tremont Mortgage Trust • Real estate investment trusts • New York
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of May 3, 2019 (this “Agreement”), is made by and between TREMONT MORTGAGE TRUST (the “Borrower”) and TREMONT REALTY ADVISORS LLC (the “Lender”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Credit Agreement referred to below unless the context otherwise requires.
THIRD AMENDMENT TO FEE AGREEMENTFee Agreement • May 3rd, 2019 • Tremont Mortgage Trust • Real estate investment trusts
THIS THIRD AMENDMENT TO FEE AGREEMENT (this “Amendment”), dated as of May 1, 2019 (the “Effective Date”), is made by and among CITIBANK, N.A. (together with its successors and/or assigns, “Buyer”), TRMT CB LENDER LLC, a Delaware limited liability company (“Seller”), and for the purpose of acknowledging and agreeing to the provision set forth in Section 3 hereof, TREMONT MORTGAGE TRUST, a Maryland real estate investment trust (“Guarantor”).
FIRST AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • February 22nd, 2021 • Tremont Mortgage Trust • Real estate investment trusts
THIS FIRST AMENDMENT TO MANAGEMENT AGREEMENT is entered into as of December 4, 2020, by and between Tremont Mortgage Trust, a Maryland real estate investment trust (the “Company”), and Tremont Realty Advisors LLC, a Maryland limited liability company (the “Manager”).
FIRST AMENDMENT TO FEE AGREEMENTFee Agreement • November 7th, 2018 • Tremont Mortgage Trust • Real estate investment trusts • New York
FIRST AMENDMENT TO FEE AGREEMENT, dated as of November 6, 2018 (this “Amendment”), by and among CITIBANK, N.A., a national banking association (together with its successors and/or assigns, “Buyer”) and TRMT CB LENDER LLC, a Delaware limited liability company (“Seller”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (defined below) or the Fee Agreement (defined below).
