EMPLOYMENT AGREEMENTEmployment Agreement • November 23rd, 2005 • Taberna Realty Finance Trust • Pennsylvania
EMPLOYMENT AGREEMENT dated as of April 28, 2005, by and between TABERNA REALTY FINANCE TRUST, with its principal place of business at 1818 Market Street, 28th Floor, Philadelphia, PA 19103 (the “Company”) and RAPHAEL LICHT, residing at the address set forth on the signature page hereof (the “Executive”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • November 23rd, 2005 • Taberna Realty Finance Trust • Maryland
THIS INDEMNIFICATION AGREEMENT is made and entered into this ____ day of __________, 200 (“Agreement”), by and between Taberna Realty Finance Trust, a Maryland real estate investment trust (the “Company”), and __________________ (“Indemnitee”).
Master Repurchase AgreementMaster Repurchase Agreement • November 23rd, 2005 • Taberna Realty Finance Trust • New York
COLLATERAL MANAGEMENT AGREEMENTCollateral Management Agreement • November 23rd, 2005 • Taberna Realty Finance Trust • New York
This Collateral Management Agreement, dated as of September 29, 2005, is entered into by and between TABERNA PREFERRED FUNDING III, LTD., an exempted company incorporated under the laws of the Cayman Islands, as Issuer (the “Issuer”), and TABERNA CAPITAL MANAGEMENT, LLC (“Taberna Capital Management”), a limited liability company organized under the laws of the State of Delaware, as Collateral Manager (together with successors and assigns permitted hereunder, the “Collateral Manager”).
Dated as of March 15, 2005 TABERNA PREFERRED FUNDING I, LTD., as Issuer, TABERNA PREFERRED FUNDING I, INC., as Co-Issuer and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as TrusteeTaberna Realty Finance Trust • November 23rd, 2005 • New York
THIS INDENTURE, dated as of March 15, 2005, between TABERNA PREFERRED FUNDING I, LTD., an exempted company incorporated under the laws of the Cayman Islands (the “Issuer”), TABERNA PREFERRED FUNDING I, INC., a corporation incorporated under the laws of the State of Delaware (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as trustee (in such capacity, together with its permitted successors in the trusts hereunder, called the “Trustee”).
GUARANTEETaberna Realty Finance Trust • November 23rd, 2005 • New York
FOR VALUE RECEIVED, and for good and valuable consideration, the undersigned Taberna Realty Finance Trust (Guarantor), absolutely and unconditionally guarantees the full and prompt payment, performance and delivery when due by Taberna Loan Holdings I, LLC (Obligor), of any and all Obligations (as defined below), now or hereafter owed by Obligor arising from that certain MASTER REPURCHASE AGREEMENT dated as of October 4,2005 by and between Obligor and Bear, Stearns & Co. Inc. (the Guaranteed Obligations) to Bear, Stearns Securities Corp., Bear, Stearns & Co. Inc., Bear Stearns International Limited, Bear Stearns Mortgage Capital Corporation and/or each of their direct and indirect subsidiaries, their affiliates, all trusts and other entities owned directly or indirectly by either, and all other affiliates, whether existing as of the date hereof or is hereafter created or acquired (individually, each a Beneficiary or a Bear Stearns Entity).
SHARED FACILITIES AND SERVICES AGREEMENT between TABERNA REALTY FINANCE TRUST and COHEN BROTHERS, LLC Dated as of April 28, 2005Shared Facilities and Services Agreement • November 23rd, 2005 • Taberna Realty Finance Trust • New York
This SHARED FACILITIES AND SERVICES AGREEMENT (this “Agreement”), dated as of April 28, 2005, is entered into by and between COHEN BROTHERS, LLC, a Delaware limited liability company (“Cohen Bros.”), and TABERNA REALTY FINANCE TRUST, a Maryland real estate investment trust (“Taberna”).
GUARANTYGuaranty • November 23rd, 2005 • Taberna Realty Finance Trust • New York
GUARANTY, dated as of October 31, 2005 (as amended from time to time, the “Guaranty”), made by Taberna Realty Finance Trust (the “Guarantor”) in favor of Merrill Lynch Mortgage Capital Inc. (the “Buyer”), party to the Master Repurchase Agreement dated October 31, 2005 by and among Buyer, Guarantor and Taberna Realty Holdings Trust (the “Seller”) (as amended from time to time, the “Repurchase Agreement”).
TABERNA REALTY FINANCE TRUST FORM OF RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • November 23rd, 2005 • Taberna Realty Finance Trust • New York
AGREEMENT by and between Taberna Realty Finance Trust, a Maryland real estate investment trust (the “Company”), and _______________ (the “Grantee”), dated as of the day of , 200 .
Master Repurchase AgreementRepurchase Agreement • November 23rd, 2005 • Taberna Realty Finance Trust • New York
NON-COMPETITION AGREEMENTNon-Competition Agreement • November 23rd, 2005 • Taberna Realty Finance Trust • New York
THIS NON–COMPETITION AGREEMENT, is made and effective as of April 28, 2005 (this “Agreement”), by and among Cohen Brothers, LLC, a Delaware limited liability company (“Cohen Bros.”), in favor of Taberna Capital Management, LLC, a Delaware limited liability company (“Taberna Capital”).
ContractWarehouse Agreement • November 23rd, 2005 • Taberna Realty Finance Trust • New York
THIS WAREHOUSE AGREEMENT (the “Agreement”), dated and effective as of June 30, 2005 is made by and between Merrill Lynch International, a company organized under the laws of England and Wales (“MLI”) and Taberna Funding, LLC, a Delaware limited liability company (“Taberna”).
WAREHOUSING AGREEMENTWarehousing Agreement • November 23rd, 2005 • Taberna Realty Finance Trust • New York
THIS WAREHOUSING AGREEMENT (this “Agreement”), effective as of June 29, 2005, is made by and between Bear, Stearns & Co. Inc. (“Bear Stearns”) and Taberna Funding, LLC (“Taberna”).
AGREEMENT AND PLAN OF MERGER Dated as of April 28, 2005 by and between TABERNA REALTY FINANCE TRUST, TS MERGER SUB, LLC AND TABERNA SECURITIES, LLCAgreement and Plan of Merger • November 23rd, 2005 • Taberna Realty Finance Trust • Delaware
MASTER REPURCHASE AGREEMENT Between: COUNTRYWIDE WAREHOUSE LENDING, as Buyer and TABERNA REALTY HOLDINGS TRUST, as Seller Dated as of October 31, 2005Master Repurchase Agreement • November 23rd, 2005 • Taberna Realty Finance Trust • California
This is a MASTER REPURCHASE AGREEMENT (the “Repurchase Agreement”), dated as of October 31, 2005, between TABERNA REALTY HOLDINGS TRUST, a Maryland business trust (the “Seller”) and COUNTRYWIDE WAREHOUSE LENDING, a California corporation (the “Buyer”).
BROKER-DEALER SERVICES AGREEMENT between TABERNA SECURITIES, LLC and COHEN BROS. & COMPANY, LLC Dated as of April 28, 2005Broker-Dealer Services Agreement • November 23rd, 2005 • Taberna Realty Finance Trust • New York
This BROKER-DEALER SERVICES AGREEMENT (this “Agreement”), dated as of April 28, 2005, is entered into by and between COHEN BROS. & COMPANY, LLC, a Delaware limited liability company (“Cohen Bros.”), and TABERNA SECURITIES, LLC, a Delaware limited liability company (“Taberna Securities”).
AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • November 23rd, 2005 • Taberna Realty Finance Trust • New York
THIS AMENDMENT NO. 1, made as of September 29, 2005 (“Amendment No. 1”), by and between BEAR STEARNS MORTGAGE CAPITAL CORPORATION (the “Buyer”) and TABERNA REALTY HOLDINGS TRUST (the “Seller”).
MASTER REPURCHASE AGREEMENT BETWEEN BEAR STEARNS MORTGAGE CAPITAL CORPORATION AND TABERNA REALTY HOLDINGS TRUSTMaster Repurchase Agreement • November 23rd, 2005 • Taberna Realty Finance Trust • New York
pursuant to an insurance policy conforming to the requirements of customary servicing procedures and providing coverage in an amount equal to the lesser of (i) the full insurable value of the Mortgaged Property or (ii) the outstanding principal balance owing on the Mortgage Loan. All such insurance policies are in full force and effect and contain a standard mortgagee clause naming the originator of the Mortgage Loan, its successors and assigns as mortgagee and all premiums thereon have been paid. If the Mortgaged Property is in an area identified on a flood hazard map or flood insurance rate map issued by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available), a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect which policy conforms to the requirements of FNMA or Freddie Mac. The Mortgage obligates the Mortgagor thereunder to maintain all suc
MASTER REPURCHASE AGREEMENT Between: Merrill Lynch Mortgage Capital Inc., as Buyer and Taberna Realty Holdings Trust, as Seller Dated as of October 31, 2005Master Repurchase Agreement • November 23rd, 2005 • Taberna Realty Finance Trust • New York
This is a MASTER REPURCHASE AGREEMENT, dated as of October 31, 2005, between TABERNA REALTY HOLDINGS TRUST, a Maryland business trust (the “Seller”) and MERRILL LYNCH MORTGAGE CAPITAL INC., a New York corporation (the “Buyer”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2005 • Taberna Realty Finance Trust • New York
AGREEMENT AND PLAN OF MERGER Dated as of April 28, 2005 by and between TABERNA REALTY FINANCE TRUST, TCM MERGER SUB, LLC AND TABERNA CAPITAL MANAGEMENT, LLCAgreement and Plan of Merger • November 23rd, 2005 • Taberna Realty Finance Trust • Delaware
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 23rd, 2005 • Taberna Realty Finance Trust
WHEREAS, Taberna Realty Finance Trust (the “Company”) and Raphael Licht entered into that certain Employment Agreement dated as of April 28, 2005 (the “Employment Agreement”);
GUARANTYGuaranty • November 23rd, 2005 • Taberna Realty Finance Trust • California
THIS GUARANTY (the “Guaranty”) is made and entered into as of October 31, 2005 by Taberna Realty Finance Trust (“Guarantor”) to and for the benefit of Countrywide Warehouse Lending (“Lender”).
MASTER REPURCHASE AGREEMENT Between: CITIGROUP GLOBAL MARKETS REALTY CORP., as Buyer TABERNA REALTY HOLDINGS TRUST, as Seller Dated as of October 31, 2005Master Repurchase Agreement • November 23rd, 2005 • Taberna Realty Finance Trust • New York
CITIGROUP GLOBAL MARKETS REALTY CORP. (“Buyer”, which term shall include any “Principal” as defined and provided for in Annex I), or as agent pursuant hereto (“Agent”); and
GUARANTYGuaranty • November 23rd, 2005 • Taberna Realty Finance Trust • New York
GUARANTY, dated as of October 31, 2005 (the “Guaranty”), made by TABERNA REALTY FINANCE TRUST (the “Guarantor”) in favor of CITIGROUP GLOBAL MARKETS REALTY CORP. (the “Buyer”), party to the Master Repurchase Repurchase Agreement referred to below.
