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Shared Facilities And Services Agreement

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Exhibit 10(h)





Dated as of April 28, 2005




Section 1.1

Definitions 1



Section 2.1

Facilities and Services 2

Section 2.2

Standard of Care 2

Section 2.3

Modification of Services 2

Section 2.4

Non-Exclusivity 2

Section 2.5

Cooperation 2

Section 2.6

Limitation On Facilities and Services 2

Section 2.7

Personnel and Subcontracting of Services 2



Section 3.1

Term 3

Section 3.2

Termination 3

Section 3.3

Effect of Termination 4



Section 4.1

Facility/Service Charge 4

Section 4.2

Invoicing and Payment 4

Section 4.3

Taxes 5

Section 4.4

Disputed Amounts 5



Section 5.1

Representation and Warranty of Cohen Bros. 5

Section 5.2

Indemnification 6

Section 5.3

Notices 6

Section 5.4

Amendments and Waivers 7

Section 5.5

Headings 7

Section 5.6

Counterparts 7

Section 5.7

Entire Agreement 7

Section 5.8

Governing Law 7

Section 5.9

Resolution of Disputes 7

Section 5.10

Waiver of Jury Trial 9

Section 5.11

Assignment 9

Section 5.12

Binding Nature; Third-Party Beneficiaries 9

Section 5.13

Severability 9

Section 5.14

No Right of Setoff 9

Section 5.15

Specific Performance 9

Section 5.16

Construction 9

List of Schedules

Schedule A

Facilities and Services A-1

SHARED FACILITIES AND SERVICES AGREEMENT 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" ). WHEREAS, the parties have agreed to enter into this Agreement in order for Cohen Bros. to assist Taberna and its subsidiaries from and after the date hereof, by providing to Taberna and its subsidiaries certain facilities and services and support.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained in this Agreement, the parties hereto agree as follows:



Section 1.1 Definitions . As used in this Agreement, the following terms shall have the following meanings:

" Agreement" shall have the meaning ascribed to such term in the preamble hereto.

" Change of Control" shall mean (i)(x) any consolidation or merger of Taberna with or into any other Person, or any other corporate reorganization, in which the shareholders of Taberna immediately prior to such consolidation, merger or reorganization own less than 50% of Taberna' s voting power or the voting power of the surviving entity or the ultimate parent of the surviving entity immediately after such consolidation, merger or reorganization, or (y) any transaction or series of related transactions not included in clause (x) to which Taberna is a party in which in excess of 50% of Taberna' s voting power is transferred to another Person or group for purposes of Section 13(d) under the Securities Exchange Act of 1934, as amended, or (ii) a sale, lease or other disposition of all or substantially all of the assets of Taberna to any other Person that is not a subsidiary or affiliate of Taberna.

" Facility" or " Facilities" shall mean each of the facilities described in Schedule A to be provided by or on behalf of Cohen Bros. to Taberna pursuant to the terms and conditions of this Agreement.

" Facility/Service Charge" shall have the meaning ascribed to such term in Section 4.1. " Facility/Service Fee" shall have the meaning ascribed to such term in Section 4.1. " Facility/Service Description" shall mean the description of each individual Facility or Service respectively provided in Schedule A.

" Governmental Entity" shall mean any court, administrative or regulatory agency, entity, authority or commission or other governmental agency, entity, authority, commission or instrumentality (whether local, municipal, state, federal, national, supra-national or otherwise). " Person" shall mean any individual, corporation, association, partnership, limited liability company, joint venture, unincorporated organization, trust, trustee, executor, administrator or other legal representative, Governmental Entity, or other entity or organization.

" Service" or " Services" shall mean each of the services described in Schedule A to be provided by or on behalf of Cohen Bros. or Taberna pursuant to the terms and conditions of this Agreement.

" Term" shall have the meaning ascribed to such term in Section 3.1(a).


Section 2.1 Facilities and Services .

(a) Subject to the terms of this Agreement, including, but not limited to Section 3.1, Cohen Bros. shall provide, or shall cause a Cohen Bros. subsidiary to provide, to Taberna or a Taberna subsidiary the Facilities and Services during the Term.

(b) For each Facility or Service, the parties shall set forth on Schedule A, among other things, a summary of the Facility or Service to be provided and a description of the Facility or Service. Section 2.2 Standard of Care . Cohen Bros. shall provide and shall cause its subsidiaries and affiliates to provide such Facilities and Services exercising the same degree of care, priority and diligence as it exercises in performing the same or similar services for itself and the Cohen Bros. subsidiaries.

Section 2.3 Modification of Services . Schedule A identifies the Facilities and Services to be provided by Cohen Bros. and, subject to the mutual agreement of the parties hereto acting reasonably, it may be amended from time to time, to add any additional Facilities and Services or to modify or delete Facilities or Services. During the Term, Facility or Service upgrades and improvements which Cohen Bros. provides to its own internal organizations shall be made available to Taberna to the extent that the parties mutually agree upon the fee for any such upgrade or improvement. The parties hereby agree that the fee for such upgrade or improvement shall be determined on a basis consistent with the determination of the Facility/Service Fee for the Facilities and Services as described on Schedule A hereto.

Section 2.4 Non-Exclusivity . Nothing in this Agreement shall preclude Taberna from obtaining, in whole or in part, facilities or services of any nature that may be obtainable from Cohen Bros., from its own employees or from providers other than Cohen Bros.

Section 2.5 Cooperation . Taberna shall, in a timely manner, take all such actions as may be reasonably necessary or desirable in order to enable or assist Cohen Bros. in the provision of the Facilities and Services, including providing necessary information and specific written authorizations and consents, and Cohen Bros. shall be relieved of its obligations hereunder to the extent that Taberna' s failure to take any such action renders performance by Cohen Bros. of such obligations unlawful or impracticable.

Section 2.6 Limitation On Facilities and Services . Cohen Bros. shall not be required to expand its facilities, incur new long-term capital expenses or employ additional personnel in order to provide the Facilities and Services to Taberna, unless mutually agreed in writing by the parties hereto. Subject to Sections 2.1 and 2.2, nothing contained in this Agreement shall prevent or restrict Cohen Bros. from expanding or relocating its office facilities or replacing existing employees, equipment or service providers in its sole discretion.

Section 2.7 Personnel and Subcontracting of Services . In providing the Facilities and Services, Cohen Bros. as it deems necessary or appropriate in its sole discretion, may (a) use the personnel of Cohen Bros. or its affiliates and (b) employ on a short or long-term basis the services of third


parties to the extent such third party services are reasonably necessary for the efficient performance of any of such Services or provision of any Facilities. Taberna may retain at its own expense its own consultants and other professional advisers.


Section 3.1 Term .

(a) This Agreement shall become effective on the date hereof and shall remain in force for a one-year period, such period to be continuously renewable on each anniversary (the " Renewal Date" ) for an additional one-year period upon the election of Taberna, by a majority vote of its independent trustees, (the " Term" ), upon ninety (90) days prior written notice to Cohen Bros., unless terminated earlier pursuant to Section 3.2 below.

(b) Taberna shall not have any obligation to continue to use any of the Facilities or Services and may delete any Facility or Service from Schedule A that Cohen Bros. is providing to Taberna by giving Cohen Bros. ninety (90) days notice thereof. In the event any Facility or Service is terminated by Taberna, Schedule A shall be amended to reflect (i) the deletion of the Facility or Service and (ii) a reduction to the Facility/Service Fee corresponding to the portion of the fee relating to the deleted Facility or Service.

Section 3.2 Termination . (a) Termination Without Cause . The obligation of Cohen Bros. to provide or cause to be provided a particular Facility or Service hereunder shall terminate on the earliest to occur of:

(i) the expiration of the Term; and (ii) the date ninety (90) days after Cohen Bros. receives written notice that Taberna no longer desires that a Facility or Service be provided.

(b) Termination For Cause . If either party shall fail to adequately perform in any material respect any of its material obligations under this Agreement (other than a payment default) (the " Defaulting Party" ), the other party entitled to the benefit of such performance (the " Non-Defaulting Party" ) may give thirty (30) days' written notice to the Defaulting Party specifying the nature of such failure or default and stating that the Non-Defaulting Party intends to terminate this Agreement, either in its entirety or partially as set forth in Section 3.2(c), if such failure or default is not cured within ninety (90) days of such written notice. If any failure or default so specified is not cured within such 90-day period, the Non-Defaulting Party may elect to immediately terminate this Agreement in whole or in part with respect to the Defaulting Party; provided, however, that if the failure or default relates to a dispute contested in good faith by the Defaulting Party, the Non-Defaulting Party may not terminate this Agreement pending the resolution of such dispute in accordance with Section 5.9. Such termination shall be effective upon giving a written notice of termination from the Non-Defaulting Party to the Defaulting Party and shall be without prejudice to any other remedy which may be available t
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