Item 1.01 Entry into a Material Definitive Agreement.

On February 18, 2021, RMTG Lender LLC, or Seller, our wholly owned subsidiary, entered into a master repurchase agreement, or the Repurchase Agreement, with UBS AG, or Purchaser, for a master repurchase facility, or the Repurchase Facility, pursuant to which Seller may sell to Purchaser, and later repurchase, commercial mortgage loans, or the Purchased Assets. The expiration date of the Repurchase Agreement is February 18, 2024, unless extended or earlier terminated in accordance with the terms of the Repurchase Agreement. Pursuant to the Repurchase Agreement, Seller will pay to Purchaser a non-refundable Upfront Fee that is equal to 0.50% of the applicable Tranche Amount on each Purchase Date (as each term is defined in the Repurchase Agreement). While the Repurchase Facility has no maximum facility amount, we expect the use of the Repurchase Facility to not exceed our equity amount, which is currently approximately $192 million. Our equity amount will change from time-to-time and may increase or decrease. We expect that the size of our Repurchase Facility may similarly change as our equity amount changes.

Under the Repurchase Facility, the initial purchase price paid by Purchaser for each Purchased Asset is up to 75% of the lesser of the market value of the Purchased Asset and the unpaid principal balance of such Purchased Asset, subject to Purchaser's approval. Upon the repurchase of a Purchased Asset, Seller is required to pay Purchaser the outstanding purchase price of the Purchased Asset, accrued interest and all accrued and unpaid expenses of Purchaser relating to such Purchased Assets. The price differential (or interest rate) relating to a Purchased Asset is equal to one month LIBOR plus a customary premium within a fixed range, determined by the debt yield and property type of the Purchased Asset's real estate collateral.

The Repurchase Facility also contains margin maintenance provisions that provide Purchaser with the right, in certain circumstances related to a Credit Event (as defined in the Repurchase Agreement) to redetermine the value of Purchased Assets. Where a decline in the value of such Purchased Assets has resulted in a margin deficit, Purchaser may require Seller to eliminate any margin deficit through a combination of Purchased Asset repurchases and cash transfers to Purchaser, subject to Purchaser's approval.

In connection with the Repurchase Agreement, we have agreed to guarantee certain of the obligations of Seller under the Repurchase Agreement pursuant to a limited guaranty from us in favor of Purchaser, or the Guaranty. Specifically, the Guaranty requires us to guarantee 25% of the aggregate repurchase price and 100% of losses in the event of certain bad acts as well as any costs and expenses of Purchaser related to the Repurchase Agreement. In addition, the Guaranty contains customary financial covenants that require us to maintain a minimum tangible net worth, minimum cash liquidity and a total indebtedness to stockholders' equity ratio.

The Repurchase Agreement and Guaranty contain representations, warranties, covenants, conditions precedent to funding, events of default and indemnities that are customary for agreements of these types.

UBS AG and/or its affiliates have engaged in, and may in the future engage in, investment banking, commercial banking, advisory and other commercial dealings in the ordinary course of business with us and our affiliates. They have received, and may in the future receive, customary fees and commissions for these engagements.

The foregoing descriptions of the Repurchase Agreement and the Guaranty are not complete and are qualified in their entirety by reference to the full text of those agreements, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are 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.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits



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Exhibit
Number                                   Description
  10.1       Master Repurchase Agreement, dated February 18, 2021, by and between
           RMTG Lender LLC and UBS AG
  10.2       Limited Guaranty, dated February 18, 2021, by RMR Mortgage Trust, in
           favor of UBS AG
104        Cover Page Interactive Data File. (Embedded within the Inline XBRL
           document.)




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