SEVEN HILLS REALTY TRUST FORM OF [AMENDED AND RESTATED]1 INDEMNIFICATION AGREEMENTIndemnification Agreement • October 31st, 2023 • Seven Hills Realty Trust • Real estate investment trusts • Maryland
THIS [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [DATE] (the “Effective Date”), by and between Seven Hills Realty Trust, a Maryland real estate investment trust (the “Company”), and [TRUSTEE/OFFICER] (“Indemnitee”).
MASTER REPURCHASE AND SECURITIES CONTRACT between Seven Hills WF Lender LLC and WELLS FARGO BANK, NATIONAL ASSOCIATION Dated as of March 11, 2022Master Repurchase and Securities Contract • March 16th, 2022 • Seven Hills Realty Trust • Real estate investment trusts • New York
THIS MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of March 11, 2022 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is made by and between Seven Hills WF Lender LLC, a Delaware limited liability company, as Seller (as more specifically defined below, “Seller”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as buyer (as more specifically defined below, “Buyer”). Seller and Buyer (each also a “Party” and, collectively, the “Parties”) hereby agree as follows:
GUARANTEE AGREEMENTGuarantee Agreement • March 16th, 2022 • Seven Hills Realty Trust • Real estate investment trusts • New York
GUARANTEE AGREEMENT, dated as of March 11, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guarantee”), made by Seven Hills Realty Trust, a Maryland real estate investment trust (“Guarantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”).
AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of June 4, 2009 (this "Agreement"), is made by and between RMR Asia Real Estate Fund, a Massachusetts business trust and registered closed end management...Agreement and Plan of Reorganization • August 31st, 2009 • RMR Asia Pacific Real Estate Fund
AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of June 4, 2009 (this "Agreement"), is made by and between RMR Asia Real Estate Fund, a Massachusetts business trust and registered closed end management investment company, File No. 811-22007 (the "Target Fund"), and New RMR Asia Pacific Real Estate Fund, a Delaware statutory trust and registered closed end management investment company, File No. 811-22260 (the "Acquiring Fund" and together with the "Target Fund", the "Funds" and each individually, a "Fund"). WHEREAS, the Acquiring Fund has proposed to enter into the Reorganization (as defined below) with the Target Fund; WHEREAS, the Boards of Trustees of the Funds have determined that participation in the Reorganization is in the best interests of each respective Fund; WHEREAS, the parties intend that the transaction contemplated by this Agreement qualify as a "reorganization" within the meaning of Section 368(a) of the Code (as defined below);
SEVEN HILLS REALTY TRUST AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST (Dated September 30, 2021)Agreement and Declaration of Trust • October 4th, 2021 • Seven Hills Realty Trust • Real estate investment trusts • Maryland
FORM OF SEVEN HILLS REALTY TRUST Share Award AgreementShare Award Agreement • October 31st, 2023 • Seven Hills Realty Trust • Real estate investment trusts • Maryland
This Share Award Agreement (this “Agreement”) is made as of «DATE», 2023, between «NAME» (the “Recipient”) and Seven Hills Realty Trust (the “Company”).
MASTER REPURCHASE AGREEMENT Between: UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK, as Buyer and RMTG LENDER LLC, as Seller Dated as of February 18, 2021Master Repurchase Agreement • February 22nd, 2021 • RMR Mortgage Trust • New York
This is a MASTER REPURCHASE AGREEMENT (the “Agreement”), dated as of February 18, 2021, between RMTG LENDER LLC, a Delaware limited liability company (“Seller”) and UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK, a Delaware corporation (the “Buyer”).
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Dated as of March 15, 2022 by and between TRMT CB LENDER LLC, as Seller, and CITIBANK, N.A., as BuyerMaster Repurchase Agreement • March 16th, 2022 • Seven Hills Realty Trust • Real estate investment trusts • New York
This Agreement amends, restated and replaces in its entirety that certain Master Repurchase Agreement, dated as of February 9, 2018 (the “Original Closing Date”), by and between Seller and Buyer (the “Original Agreement”). Seller and Buyer acknowledge and agree that the Original Agreement shall be void and of no force or effect from and after the Closing Date. All Transactions (as defined in the Original Agreement) outstanding under the Original Agreement as of the Closing Date shall be deemed to be Transactions (as defined in this Agreement) outstanding under this Agreement and all Confirmations (as defined in the Original Agreement) under the Original Agreement as of the Closing Date shall be deemed to be Confirmations under this Agreement (and, accordingly, in each case, subject to the terms and conditions hereof) and all references in any Transaction Document (including, without limitation, any and all Confirmations and assignment documentation executed pursuant to the Original Agr
AUCTION AGENCY AGREEMENT dated as of , 20 Relating to Series M Auction Preferred Shares Series T Auction Preferred Shares Series W Auction Preferred Shares Series Th Auction Preferred Shares Series F Auction Preferred Shares of [THE REORGANIZED FUND]Auction Agency Agreement • October 24th, 2011 • RMR Asia Pacific Real Estate Fund • New York
This Auction Agency Agreement (this “Agreement”), dated as of , 20 , is between [The Reorganized Fund] (the “Fund”) and The Bank of New York Mellon, a New York banking corporation.
ADMINISTRATION AGREEMENTAdministration Agreement • May 31st, 2017 • RMR Real Estate Income Fund • Maryland
AGREEMENT made this 18th day of April, 2017 by and between RMR Real Estate Income Fund, a Maryland statutory trust (the “Fund”), and RMR Advisors LLC (the “Administrator”);
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • May 31st, 2017 • RMR Real Estate Income Fund • Maryland
INVESTMENT ADVISORY AGREEMENT dated April 18, 2017, between RMR Real Estate Income Fund (the “Fund”), a Maryland statutory trust, and RMR Advisors LLC (the “Advisor”), a Maryland limited liability company.
AMENDED AND RESTATED BYLAWS OF RMR REAL ESTATE INCOME FUND (Dated as of January 20, 2012)RMR Real Estate Income Fund • January 23rd, 2012 • RMR Real Estate Income Fund
CUSTODIAN AGREEMENTCustodian Agreement • March 30th, 2009 • New RMR Asia Pacific Real Estate Fund • Massachusetts
This Agreement between NEW RMR ASIA PACIFIC REAL ESTATE FUND, a Delaware statutory trust (the “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
THE BANK OF NEW YORK MELLON, as Auction AgentBroker-Dealer Agreement • October 24th, 2011 • RMR Asia Pacific Real Estate Fund • New York
This Broker-Dealer Agreement dated as of , 20 , is between The Bank of New York Mellon, a New York banking corporation (the “Auction Agent”) (not in its individual capacity, but solely as agent of [The Reorganized Fund] (the “Fund”), pursuant to authority granted to it in the Auction Agency Agreement dated as of , 20 , between the Fund and the Auction Agent (the “Auction Agency Agreement”)), and [Broker Dealer] (together with its successors and assigns, “BD”).
SUB-ADMINISTRATION AGREEMENTSub-Administration Agreement • March 30th, 2009 • New RMR Asia Pacific Real Estate Fund • Massachusetts
Agreement dated as of March 10, 2009 by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Sub-Administrator”) and RMR Advisors, Inc., a Massachusetts corporation (the “Administrator”).
PROPERTY MANAGEMENT AGREEMENTProperty Management Agreement • July 31st, 2023 • Seven Hills Realty Trust • Real estate investment trusts • Maryland
THIS PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of July 8, 2023, by and between The RMR Group LLC, a Maryland limited liability company (the “Managing Agent”), and Floral Vale LLC, a Maryland limited liability company (“Owner”).
AMENDED AND RESTATED GUARANTYGuaranty • October 4th, 2021 • Seven Hills Realty Trust • Real estate investment trusts • New York
This AMENDED AND RESTATED GUARANTY (this “Guaranty”) is made and entered into by SEVEN HILLS REALTY TRUST, a Maryland statutory 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 September 30, 2021 (the “Effective Date”). This Guaranty is made with reference to the following facts (with some capitalized terms being defined below):
INVESTMENT ADVISORY AGREEMENT INVESTMENT ADVISORY AGREEMENT dated September 7, 2018, between RMR Real Estate Income Fund (the "Fund"), a Maryland statutory trust, and RMR Advisors LLC (the "Advisor"), a Maryland limited liability company (this...Investment Advisory Agreement Investment Advisory Agreement • March 21st, 2019 • RMR Real Estate Income Fund • Maryland
INVESTMENT ADVISORY AGREEMENT INVESTMENT ADVISORY AGREEMENT dated September 7, 2018, between RMR Real Estate Income Fund (the "Fund"), a Maryland statutory trust, and RMR Advisors LLC (the "Advisor"), a Maryland limited liability company (this "Agreement"). RECITALS WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a closed-end, diversified management investment company; WHEREAS, the Advisor is registered under the Investment Advisers Act of 1940, as amended, as an investment advisor and engages in the business of acting as an investment advisor; WHEREAS, the Fund desires to employ the Advisor for, and the Advisor desires to provide, investment advisory services to the Fund upon the terms and conditions hereinafter set forth; NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN RMR MORTGAGE TRUST AND TREMONT MORTGAGE TRUST DATED AS OF APRIL 26, 2021Agreement and Plan of Merger • April 27th, 2021 • RMR Mortgage Trust • 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.
MANAGEMENT AGREEMENTManagement Agreement • January 6th, 2021 • RMR Mortgage Trust • Maryland
THIS MANAGEMENT AGREEMENT (this “Agreement”) is entered into effective as of January 5, 2021 (the “Effective Date”), by and between RMR Mortgage Trust, a Maryland statutory trust (the “Company”), 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.
THIRD AMENDMENT TO MASTER REPURCHASE AGREEMENT AND FIFTH AMENDMENT TO FEE AGREEMENTFee Agreement • October 4th, 2021 • Seven Hills Realty Trust • Real estate investment trusts • New York
THIS THIRD AMENDMENT TO MASTER REPURCHASE AGREEMENT AND FIFTH AMENDMENT TO FEE AGREEMENT (this “Amendment”), dated as of September 30, 2021 (the “Effective Date”), is made by and between TRMT CB LENDER LLC, a Delaware limited liability company (“Seller”) and CITIBANK, N.A., a national banking association (“Buyer”).
AGREEMENT AND PLAN OF REDOMESTICATION THIS AGREEMENT AND PLAN OF REDOMESTICATION ("Agreement") is adopted as of this 13th day of April, 2017 by and between RMR Real Estate Income Fund, a Delaware statutory trust and a registered closed-end investment...Agreement and Plan of Redomestication • August 25th, 2017 • RMR Real Estate Income Fund • Maryland
August 26, 2021RMR Mortgage Trust • August 27th, 2021 • 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.
Exhibit 77Q1(e) - Advisory Agreement INVESTMENT ADVISORY AGREEMENT INVESTMENT ADVISORY AGREEMENT dated January 20, 2012, between RMR Asia Pacific Real Estate Fund (the "Fund"), a Delaware statutory trust, and RMR Advisors, Inc. (the "Advisor"), a...Advisory Agreement Investment Advisory Agreement • August 27th, 2012 • RMR Real Estate Income Fund • Delaware
RMR Real Estate Income Fund File No. 811-22260 Sub-Item No. 77M: Merger On February 17, 2017, the Board of Trustees of RMR Real Estate Income Fund (the "DE Fund") approved an Agreement and Plan of Redomestication (the "Agreement") that provided for...RMR Real Estate Income Fund • August 25th, 2017
GuarantyGuaranty • November 12th, 2021 • Seven Hills Realty Trust • Real estate investment trusts • New York
This Guaranty (“Guaranty”) is made as of November 9, 2021, by Seven Hills Realty Trust, a Maryland statutory trust (“Guarantor”), to and for the benefit of BMO Harris Bank N.A., a national banking association, as Administrative Agent (together with its successors and assigns, “Administrative Agent”) for itself and such other lenders as may exist from time to time (collectively, the “Lenders”) under the Program Agreement and the Facility Loan Agreements (each as defined below).
VOTING AGREEMENTVoting Agreement • April 27th, 2021 • RMR Mortgage Trust • Maryland
THIS VOTING AGREEMENT (this “Agreement”) is made as of April 26, 2021, by and between RMR Mortgage Trust, a Maryland statutory trust (“RMRM”), and Tremont Realty Advisors LLC, a Maryland limited liability company (the “Shareholder”).
TRANSFER AGENT SERVICES AGREEMENTTransfer Agent Services Agreement • March 30th, 2009 • New RMR Asia Pacific Real Estate Fund • Minnesota
This Transfer Agent Services Agreement (“Agreement”), dated as of March 20, 2009, by and between New RMR Asia Pacific Real Estate Fund, a statutory trust duly organized and existing under the laws of the State of Delaware (“Trust”), and Wells Fargo Bank, National Association, a national banking association, organized under the laws of the United States of America (“Transfer Agent”), is for the purpose of performing the services described herein.
SHAREHOLDERS' VOTING POWERS AND MEETINGS 8.1 Regular and Special Meetings. Except as provided in the next sentence, regular meetings of the Shareholders for the election of Trustees and the transaction of such other business as may properly come...RMR Real Estate Income Fund • August 27th, 2012
First Amendment to GuarantyGuaranty • April 27th, 2022 • Seven Hills Realty Trust • Real estate investment trusts
This First Amendment to Guaranty is dated as of April 25, 2022 (this “Amendment”) by and among Seven Hills Realty Trust, a Maryland real estate investment trust, as Guarantor, and BMO Harris Bank N.A., a national banking association, as Administrative Agent and Lender. All capitalized terms used but not defined herein shall have the meanings assigned thereto in the Guaranty referred to below.
August 1, 2017 RMR Group Inc. C/o UBS Investment Bank New York, NY 10019 Attn: Mr. Saawan Pathange RE: RMR Group Inc. — Rights Offer Dear Mr. Pathange:RMR Real Estate Income Fund • August 21st, 2017 • New York
This will serve as the Agreement between AST Fund Solutions, LLC (“AST Fund Solutions”) and RMR Group Inc. (the “Client”), pursuant to which AST Fund Solutions will serve the Client as Information Agent for a Rights Offer (the “Offer”) for the Client.
AMENDED AND RESTATED BYLAWS OF RMR REAL ESTATE INCOME FUND (Dated as of February 6, 2012) ARTICLE I AGREEMENT AND DECLARATION OF TRUST 1.1 Agreement and Declaration of Trust. These Bylaws shall be subject to the Agreement and Declaration of Trust, as...RMR Real Estate Income Fund • February 28th, 2012
RMR REAL ESTATE INCOME FUND AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • January 23rd, 2012 • RMR Real Estate Income Fund
AMENDMENT NO. 1, dated as of January 20, 2012 to the Amended and Restated Agreement and Declaration of Trust of the RMR Real Estate Income Fund dated as of June 16, 2009.
Subscription Agent Agreement Between RMR Real Estate Income Fund and Computershare Trust Company, N.A. and Computershare Inc.Subscription Agent Agreement • August 21st, 2017 • RMR Real Estate Income Fund • New York
THIS SUBSCRIPTION AGENT AGREEMENT (the “Agreement”) is entered into as of this day of 2017 (the “Effective Date”) by and among RMR Real Estate Income Fund, a company organized and existing under the laws of the State of Maryland (the “Company”), Computershare Inc. (“Computershare”) a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking association (the “Trust Company” and together with Computershare, the “Agent”).
LIMITED GUARANTYLimited Guaranty • February 22nd, 2021 • RMR Mortgage Trust • New York
LIMITED GUARANTY, dated as of February 18, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guaranty”), made by RMR Mortgage Trust, a Maryland statutory trust (the “Guarantor”), in favor of UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (the “Buyer”).
