Common use of Conditions to the Obligations of the Buyer Parties Clause in Contracts

Conditions to the Obligations of the Buyer Parties. The obligations of the Buyer Parties to consummate the Partnership Merger are subject to the satisfaction or waiver in writing by the Buyer Parties (where permissible), as of or prior to the Closing, of the following additional conditions: (a) The representations and warranties of the Paladin Parties set forth in this Agreement that (i) are not made as of a specific date shall be true and correct in all material respects as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct in all material respects of such date; provided, however, that, for purposes of determining the accuracy of such representations and warranties, all qualifications, limitations and exceptions referring to “Paladin Material Adverse Effect,” “material,” “in all material respects” or like words shall be disregarded (except for the first sentence of the representation in Section 4.10 which shall be shall be true and correct in all respects); provided, further, that the Buyer Parties shall not be able to terminate this Agreement pursuant to Section 9.1(e)(i) or (ii) on the basis of any such inaccuracies or breaches to the extent that the Buyer Parties had actual knowledge of such inaccuracies or breaches either prior to the Agreement Date or during the Due Diligence Period and failed to provide written notice to the Paladin Parties either prior to the Agreement Date or the end of the Due Diligence Period, as applicable. For the avoidance of doubt, it is hereby acknowledged and agreed that for purposes of this Section 8.2(a), Section 9.1(a), Section 9.1(e) and Section 9.2, the Buyer Parties shall not be deemed to have “actual knowledge” of any information merely because such information is contained in or was provided to the Buyer Parties and their Representatives through the Due Diligence Data Site. (b) The Paladin Parties shall have performed, in all material respects, all obligations and complied with, in all material respects, their agreements and covenants to be performed or complied with under this Agreement on or prior to the Partnership Merger Effective Time. (c) Paladin OP shall have delivered to Parent a certificate, dated the date of the Partnership Merger Effective Time, signed by an officer of Paladin OP and certifying as to the satisfaction of the conditions specified in Section 8.2(a) and Section 8.2(b). (d) The Buyer Parties shall have obtained from each Existing Lender (and any other party whose Consent is required under the Existing Loan Documents) executed and effective Assumption Documents in form and substance reasonably acceptable to Paladin and the Buyer Parties with respect to the Existing Mortgage Indebtedness. (e) The Paladin Parties shall have delivered to Parent: (i) a written affirmation from each of the JV Partners, in form reasonably acceptable to the Buyer Parties (the “JV Certificates”), which shall confirm, in each case, that (A) such JV Partner is a partner of Paladin in the applicable Subsidiary, (B) the agreements and documents which comprise each JV Contract is consistent with those listed on Section 4.13(a) of the Paladin Disclosure Schedule and such agreements and documents attached to such JV Certificate are true, correct and complete copies, (C) the balances of the JV Preferred Return for the applicable JV Subsidiary as set forth on Section 4.2 of the Paladin Disclosure Schedule are correct; and (D) with respect to PRIP Stone Ridge, LLC only, confirming (1) the amount outstanding under the Stone Ridge Note, (2) the date to which interest and principal has been paid, (3) the terms of payment and the date of maturity, and (4) confirming that the copy of the Stone Ridge Note attached to such JV Certificate is true, correct and complete; (ii) estoppel certificates from each party to the Paladin Advisory Agreement (other than Paladin OP), in the form reasonably acceptable to the Buyer Parties, which estoppels shall confirm that there is no Liability or obligation of the Paladin Parties or any Affiliates thereof, and after the Closing Date there will be no Liability or obligation of the Surviving Entity, arising out of or related to the Paladin Advisory Agreement; (iii) such disclosures, reports and tax forms as are required by applicable Law in connection with the consummation of the transactions contemplated in this Agreement; (iv) non-imputation and other affidavits and agreements for the benefit of the applicable title company which issued each Paladin Title Insurance Policy, in form acceptable to such title company, so that each title company has issued to the applicable Buyer Parties, Non-Imputation Endorsements to each Paladin Title Insurance Policy; (v) each of the Consents set forth on Section 4.6(a) of the Paladin Disclosure Schedule; (vi) an opinion of counsel to Paladin, in a form reasonably satisfactory to Parent, addressed to Parent, and dated as of the Closing Date; (vii) a copy of (i) the certificate of formation (or other similar organizational document), as amended, of each of Paladin OP and each of the Subsidiaries, certified by the Secretary of State in their respective jurisdictions of organization, as of a date not earlier than ten (10) Business Days prior to the Closing and accompanied by a certificate of the general partner of Paladin OP and the manager of the applicable Subsidiary, dated as of the Closing, stating that no amendments have been made to such certificate of formation (or other similar organizational document) since such date, and (ii) the partnership agreement or limited liability company agreement (or other similar organizational document) of Paladin OP and each of the Subsidiaries, certified by the general partner of Paladin OP and the manager of the applicable Subsidiary; (viii) a good standing certificate for Paladin OP and each of the Subsidiaries from the Secretary of State in their respective jurisdictions of organization and from the Secretary of State in each other jurisdiction in which the operation of Paladin OP’s and each Subsidiary’s business in such jurisdiction, requires Paladin OP and each Subsidiary to qualify to do business as a foreign corporation, in each case dated as of a date not earlier than ten (10) Business Days prior to the Closing, except where such failure to be in good standing would not be reasonably expected to have a Property Material Adverse Effect; and (ix) a tax opinion of Arent Fox LLP, tax counsel to Paladin, dated as of the Closing Date which opinion concludes (subject to customary assumptions, qualifications and representations, including representations made by Paladin, Paladin OP and the Subsidiaries) that (i) for each of the taxable years of Paladin through December 31, 2012, and for the first quarter of its taxable year ending December 31, 2013, at least 95 percent of Paladin OP’s gross income consisted of those items listed in Section 856(c)(2); (ii) for each of the taxable years of Paladin through December 31, 2012, and for the first quarter of its taxable year ending December 31, 2013, at least 75 percent of Paladin OP’s gross income consisted of those items listed in Section 856(c)(3); (iii) for each of the taxable years of Paladin through December 31, 2012, and for the first quarter of its taxable year ending December 31, 2013, at least 75 percent of the value of Paladin OP’s total assets consisted of those items listed in Section 856(c)(4)(A) and (a) no more than 25 percent of the value of its total assets consisted of items described in Section 856(c)(4)(B)(i); (b) no more than 25 percent of the value of its total assets consisted of items described in Section 856(c)(4)(B)(ii); and (c) no more than 5 percent of the value of its total assets consisted of items described in Section 856(c)(4)(B)(iii)(I); (d) Paladin OP did not hold securities described in Sections 856(c)(4)(B)(iii)(II) and (III); and, (iv) Paladin OP’s current method of operation and ownership will enable it to meet the income and asset requirements set forth above for its taxable year ending on the Closing Date, assuming for these purposes that Paladin will continue, following the Closing Date, to be organized and operated in accordance with the requirements for qualification and taxation as a REIT under the Code. (f) certificates, duly completed and executed by each of Paladin and Paladin Realty Advisors, LLC (or their direct or indirect owners, as may be required), pursuant to Section 1.1445 2(b)(2) of the Treasury Regulations, certifying that such Person or such owner is not a “foreign person” within the meaning of Code Section 1445; (g) since the date of this Agreement, there shall not have been an effect, event, development or change that, individually or in the aggregate with all other effects, events, developments and changes, has resulted or would be reasonably likely to result in a Property Material Adverse Effect; and (h) since the date of this Agreement, there shall not have been an effect, event, development or change that, individually or in the aggregate with all other effects, events, developments and changes, has resulted or would be reasonably likely to result in a Paladin Material Adverse Effect.

Conditions to the Obligations of the Buyer Parties. The obligations obligation of the Buyer Parties to consummate the Partnership Merger are Transactions is subject to the satisfaction or waiver in writing by the Buyer Parties (where permissible), as of or prior to the Closing, Parent of the following additional further conditions: (a) The the representations and warranties of each Seller Party contained in the Paladin Parties set forth in this Agreement that (i) are not made as of Transaction Documents to which it is a specific date party shall be true and correct (without giving effect to any limitation as to materiality or material adverse effect or similar qualifiers set forth therein) at and as of the Closing Date with the same force and effect as if made at and as of the Closing Date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and correct as of such date or with respect to such period), except where the failure of such representations and warranties to be true and correct would not reasonably be expected to have a Seller Material Adverse Effect; (b) the Seller Parties shall have performed and complied in all material respects as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct in with all material respects of such date; provided, however, that, for purposes of determining the accuracy of such representations and warranties, all qualifications, limitations and exceptions referring to “Paladin Material Adverse Effect,” “material,” “in all material respects” or like words shall be disregarded (except for the first sentence of the representation in Section 4.10 which shall be shall be true and correct in all respects); provided, further, that the Buyer Parties shall not be able to terminate this Agreement pursuant to Section 9.1(e)(i) or (ii) on the basis of any such inaccuracies or breaches to the extent that the Buyer Parties had actual knowledge of such inaccuracies or breaches either prior to the Agreement Date or during the Due Diligence Period and failed to provide written notice to the Paladin Parties either prior to the Agreement Date or the end of the Due Diligence Period, as applicable. For the avoidance of doubt, it is hereby acknowledged and agreed that for purposes of this Section 8.2(a), Section 9.1(a), Section 9.1(e) and Section 9.2, the Buyer Parties shall not be deemed to have “actual knowledge” of any information merely because such information is contained in or was provided to the Buyer Parties and their Representatives through the Due Diligence Data Site. (b) The Paladin Parties shall have performed, in all material respects, all obligations and complied with, in all material respects, their agreements and covenants required by the Transaction Documents to be performed or complied with under this Agreement on by the Seller Parties at or prior to the Partnership Merger Effective Time.Closing; (c) Paladin OP the Seller shall have delivered to the Buyer Parent a certificate, substantially in the form of Exhibit 9.2, dated the date of the Partnership Merger Effective Time, Closing Date and signed by an executive officer of Paladin OP and the Seller, certifying as to the satisfaction of effect that the conditions specified set forth in Section 8.2(aSections 9.2(a) and Section 8.2(b).9.2(b) have been satisfied; (d) The Buyer Parties the Seller shall have obtained from each Existing Lender (and any other party whose Consent is required under the Existing Loan Documents) executed and effective Assumption Documents in form and substance reasonably acceptable delivered to Paladin and the Buyer Parties with respect to Parent the Existing Mortgage Indebtedness.Seller Satisfaction Certificate, dated the Closing Date and signed by an executive officer of the Seller; (e) The Paladin Parties since the Commitment Date, there shall not have delivered to Parentbeen: (i) a written affirmation from each of the JV Partners, in form reasonably acceptable an event whereby Seller is no longer eligible to the Buyer Parties (the “JV Certificates”), which shall confirm, in each case, that (A) such JV Partner is a partner of Paladin in the applicable Subsidiary, (B) the agreements and documents which comprise each JV Contract is consistent with those listed on Section 4.13(a) of the Paladin Disclosure Schedule and such agreements and documents attached to such JV Certificate are true, correct and complete copies, (C) the balances of the JV Preferred Return act or has been terminated as Servicer for the applicable JV Subsidiary as set forth on Section 4.2 of the Paladin Disclosure Schedule are correct; and (D) with respect to PRIP Stone Ridge, LLC only, confirming (1) the amount outstanding under the Stone Ridge Note, (2) the date to which interest and principal has been paid, (3) the terms of payment and the date of maturity, and (4) confirming that the copy of the Stone Ridge Note attached to such JV Certificate is true, correct and completeTrust Student Loans; (ii) estoppel certificates from each party to “gross claim rejects” as set forth in the Paladin Advisory Agreement Seller’s Report of Operations (other than Paladin OPas would be calculated on the Commitment Date), in excess of 30 basis points in the form reasonably acceptable last full quarter prior to the Buyer Parties, which estoppels shall confirm that there is no Liability or obligation of the Paladin Parties or any Affiliates thereof, and after the Closing Date there will be no Liability or obligation of the Surviving Entity, arising out of or related to the Paladin Advisory Agreement;Closing; or (iii) such disclosures, reports and tax forms as are required by applicable Law in connection with the consummation of the transactions contemplated in this Agreement; (iv) non-imputation and other affidavits and agreements any receiver or conservator appointed for the benefit of the applicable title company which issued each Paladin Title Insurance Policy, in form acceptable to such title company, so that each title company has issued to the applicable Buyer Parties, Non-Imputation Endorsements to each Paladin Title Insurance Policy; (v) each of the Consents set forth on Section 4.6(a) of the Paladin Disclosure Schedule; (vi) an opinion of counsel to Paladin, in a form reasonably satisfactory to Parent, addressed to Parent, and dated as of the Closing Date; (vii) a copy of (i) the certificate of formation (CBNA or other similar organizational document), as amended, of each of Paladin OP and each of the Subsidiaries, certified by the Secretary of State in their respective jurisdictions of organization, as of a date not earlier than ten (10) Business Days prior to the Closing and accompanied by a certificate of the general partner of Paladin OP and the manager of the applicable Subsidiary, dated as of the Closing, stating that no amendments have been made to such certificate of formation (for all or other similar organizational document) since such date, and (ii) the partnership agreement or limited liability company agreement (or other similar organizational document) of Paladin OP and each of the Subsidiaries, certified by the general partner of Paladin OP and the manager of the applicable Subsidiary; (viii) a good standing certificate for Paladin OP and each of the Subsidiaries from the Secretary of State in their respective jurisdictions of organization and from the Secretary of State in each other jurisdiction in which the operation of Paladin OP’s and each Subsidiary’s business in such jurisdiction, requires Paladin OP and each Subsidiary to qualify to do business as a foreign corporation, in each case dated as of a date not earlier than ten (10) Business Days prior to the Closing, except where such failure to be in good standing would not be reasonably expected to have a Property Material Adverse Effect; and (ix) a tax opinion of Arent Fox LLP, tax counsel to Paladin, dated as of the Closing Date which opinion concludes (subject to customary assumptions, qualifications and representations, including representations made by Paladin, Paladin OP and the Subsidiaries) that (i) for each of the taxable years of Paladin through December 31, 2012, and for the first quarter any substantial part of its taxable year ending December 31, 2013, at least 95 percent of Paladin OP’s gross income consisted of those items listed in Section 856(c)(2); (ii) for each of the taxable years of Paladin through December 31, 2012, and for the first quarter of its taxable year ending December 31, 2013, at least 75 percent of Paladin OP’s gross income consisted of those items listed in Section 856(c)(3); (iii) for each of the taxable years of Paladin through December 31, 2012, and for the first quarter of its taxable year ending December 31, 2013, at least 75 percent of the value of Paladin OP’s total assets consisted of those items listed in Section 856(c)(4)(A) and (a) no more than 25 percent of the value of its total assets consisted of items described in Section 856(c)(4)(B)(i); (b) no more than 25 percent of the value of its total assets consisted of items described in Section 856(c)(4)(B)(ii); and (c) no more than 5 percent of the value of its total assets consisted of items described in Section 856(c)(4)(B)(iii)(I); (d) Paladin OP did not hold securities described in Sections 856(c)(4)(B)(iii)(II) and (III); and, (iv) Paladin OP’s current method of operation and ownership will enable it to meet the income and asset requirements set forth above for its taxable year ending on the Closing Date, assuming for these purposes that Paladin will continue, following the Closing Date, to be organized and operated in accordance with the requirements for qualification and taxation as a REIT under the Code.property; (f) certificatesall documents, certificates and opinions specified in Section 9.4 to be delivered by the other parties to the Transaction Documents on the Closing Date shall be duly completed executed and executed delivered by each of Paladin and Paladin Realty Advisors, LLC (or their direct or indirect owners, all signatories as may be required), required pursuant to Section 1.1445 2(b)(2) of the Treasury Regulations, certifying that such Person or such owner is not a “foreign person” within the meaning of Code Section 1445respective terms thereof; (g) since the date receipt of this Agreementall third party consents and Rating Agency confirmations, there shall not have been an effectand the satisfaction or waiver of all applicable notice conditions, eventif required in connection with the Transactions, development or change that, individually or as set forth in Section 9.2(g) of the aggregate with all other effects, events, developments and changes, has resulted or would be reasonably likely to result in a Property Material Adverse EffectBuyer Disclosure Schedule; and (h) since CBNA as the date of lender under the Term Loan Agreement shall have confirmed in writing to the Buyer Parent, that all conditions to its obligations to fund under the Term Loan Agreement (other than the Closing under this Agreement, there shall not ) have been an effectsatisfied or waived, event, development or change that, individually or in and CBNA will fund the aggregate with all other effects, events, developments and changes, has resulted or would be reasonably likely to result in a Paladin Material Adverse Effectloans under the Term Loan Agreement.

Conditions to the Obligations of the Buyer Parties. The obligations obligation of the Buyer Parties to consummate the Partnership Merger are transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment, prior to or waiver in writing at Closing, of each of the following conditions (any or all of which may be waived by the Buyer Parties in their discretion): (where permissible)a) Each of the of the representations and warranties set forth in Articles II and Article III, above, respectively, shall be true and correct as of the Closing Date; (b) The Sellers and the Shareholders shall have performed and complied with all covenants, obligations and undertakings required by this Agreement to be performed and complied with by the Sellers and the Shareholders at or prior to the Closing; (c) There shall be no Litigation that seeks to restrain, enjoin or otherwise prevent consummation of the following additional conditions:transactions contemplated by this Agreement or the other Transaction Documents, and no judgment, order or decree shall have been rendered that has the effect of enjoining the consummation of the transactions contemplated hereby or thereby; (ad) The representations NHeller and warranties EHeller shall have executed employment agreements in the forms of Exhibits 6.1(d)(i) and 6.1(d)(ii), respectively, and each of Melixxx Xxxx, Xxisxx Xxxxxx, Xxdixx Xxxxxx xxx Josexx Xxxxx xxxll have executed one-year employment agreements with Buyer in forms, reasonably satisfactory to Buyer. (e) Each of the Paladin Parties set forth in this Agreement that (i) are not made as of a specific date Sellers and the Shareholders shall be true have executed and correct in all material respects as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct in all material respects of such date; provided, however, that, for purposes of determining the accuracy of such representations and warranties, all qualifications, limitations and exceptions referring to “Paladin Material Adverse Effect,” “material,” “in all material respects” or like words shall be disregarded (except for the first sentence of the representation in Section 4.10 which shall be shall be true and correct in all respects); provided, further, that the Buyer Parties shall not be able to terminate this Agreement pursuant to Section 9.1(e)(i) or (ii) on the basis of any such inaccuracies or breaches to the extent that the Buyer Parties had actual knowledge of such inaccuracies or breaches either prior to the Agreement Date or during the Due Diligence Period and failed to provide written notice to the Paladin Parties either prior to the Agreement Date or the end of the Due Diligence Period, as applicable. For the avoidance of doubt, it is hereby acknowledged and agreed that for purposes of this Section 8.2(a), Section 9.1(a), Section 9.1(e) and Section 9.2, the Buyer Parties shall not be deemed to have “actual knowledge” of any information merely because such information is contained in or was provided delivered to the Buyer Parties and their Representatives through the Due Diligence Data Site. (b) The Paladin Parties shall have performed, a certificate in all material respects, all obligations and complied with, in all material respects, their agreements and covenants a form reasonably satisfactory to be performed or complied with under this Agreement on or prior counsel to the Partnership Merger Effective Time. (c) Paladin OP shall have delivered to Parent a certificate, dated the date of the Partnership Merger Effective Time, signed by an officer of Paladin OP and Buyer Parties certifying as to (i) the satisfaction accuracy of the representations and warranties in Article II (from the Shareholders) and Article III (from the Sellers and the Hellers), above; (ii) the fulfillment of the conditions specified in this Section 8.2(a6.1 and (iii) incumbency, signatures and Section 8.2(b).other matters customary for transactions of this nature; (df) The Sellers shall have delivered to the Buyer Parties shall have obtained from each Existing Lender (and any other party whose Consent is required under the Existing Loan Documents) executed and effective Assumption Documents an opinion of counsel in form and substance reasonably acceptable satisfactory to Paladin and counsel for the Buyer Parties with respect to the Existing Mortgage Indebtedness.matters indicated in SCHEDULE 6.1(f); (eg) The Paladin Parties Sellers shall have procured and delivered to Parent: (i) a written affirmation from each of the JV Partners, in form reasonably acceptable to the Buyer Parties (consents and approvals from all Persons from whom consents are required for the “JV Certificates”), which shall confirm, in each case, that (A) such JV Partner is a partner of Paladin in the applicable Subsidiary, (B) the agreements and documents which comprise each JV Contract is consistent with those listed on Section 4.13(a) consummation of the Paladin Disclosure Schedule and such agreements and documents attached to such JV Certificate are true, correct and complete copies, (C) the balances of the JV Preferred Return for the applicable JV Subsidiary as set forth on Section 4.2 of the Paladin Disclosure Schedule are correct; and (D) with respect to PRIP Stone Ridge, LLC only, confirming (1) the amount outstanding under the Stone Ridge Note, (2) the date to which interest and principal has been paid, (3) the terms of payment transactions contemplated by this Agreement and the date of maturity, and (4) confirming that other Transaction Documents other than the copy of the Stone Ridge Note attached to such JV Certificate is true, correct and completeRequired Governmental Approvals; (iih) estoppel certificates from each party Each Seller shall complete, execute and deliver to the Paladin Advisory Agreement (other than Paladin OP), Buyer Parties a certificate in the a form reasonably acceptable to the Buyer Parties, which estoppels shall confirm to the effect that there no withholding is no Liability or obligation required under Section 1445 of the Paladin Parties or any Affiliates thereof, and after the Closing Date there will be no Liability or obligation of the Surviving Entity, arising out of or related to the Paladin Advisory AgreementCode; (iiii) such disclosures, reports and tax forms as are required by applicable Law in connection with the consummation of the transactions contemplated in this Agreement; (iv) non-imputation and other affidavits and agreements for the benefit of the applicable title company which issued each Paladin Title Insurance Policy, in form acceptable to such title company, so that each title company has issued The Sellers shall have delivered to the applicable Buyer PartiesParties a certificate, Non-Imputation Endorsements to each Paladin Title Insurance Policy; (v) each of the Consents set forth on Section 4.6(a) of the Paladin Disclosure Schedule; (vi) an opinion of counsel to Paladin, in a form reasonably satisfactory to Parent, addressed to Parent, and dated as of the Closing Date; (vii) a copy of (i) the certificate of formation (or other similar organizational document), as amended, of each of Paladin OP and each of the Subsidiaries, certified by the Secretary of State in their respective jurisdictions of organization, as of a date not earlier than within ten (10) Business Days days prior to the Closing and accompanied by a certificate of the general partner of Paladin OP and the manager of the applicable SubsidiaryDate, dated as of the Closing, stating that no amendments have been made to such certificate of formation (or other similar organizational document) since such date, and (ii) the partnership agreement or limited liability company agreement (or other similar organizational document) of Paladin OP and each of the Subsidiaries, certified duly issued by the general partner of Paladin OP and the manager of the applicable Subsidiary; appropriate Governmental Authorities (viiii) a good standing certificate for Paladin OP and each of the Subsidiaries from the Secretary of State in their respective jurisdictions of organization Organization State and from the Secretary of State in each other jurisdiction in which the operation of Paladin OP’s and each Subsidiary’s business in such jurisdiction, requires Paladin OP and each Subsidiary to qualify where they are qualified to do business as a foreign corporation, in each case dated as of a date not earlier than ten (10) Business Days prior to the Closing, except where such failure showing them to be in good standing would not be reasonably expected and authorized to have a Property Material Adverse Effect; anddo business in its Organization State and those other jurisdictions and (ii) in their Organization State certifying their articles of incorporation (ixj) a tax opinion of Arent Fox LLP, tax counsel The Sellers shall have delivered to Paladin, dated as of the Closing Date which opinion concludes (subject to customary assumptions, qualifications and representations, including representations made by Paladin, Paladin OP and the Subsidiaries) that Buyer such (i) bills of sale, assignments and other instruments of transfer or conveyance (including certificates of title origin (or like documents) with respect to any vehicles or other equipment included in the Purchased Assets for each which a certificate of title or origin is required in order to transfer title) as Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the taxable years Purchased Assets to Buyer; (k) As of Paladin through December 31, 2012, and for the first quarter of its taxable year ending December 31, 2013, at least 95 percent of Paladin OP’s gross income consisted of those items listed in Section 856(c)(2); (ii) for each of the taxable years of Paladin through December 31, 2012, and for the first quarter of its taxable year ending December 31, 2013, at least 75 percent of Paladin OP’s gross income consisted of those items listed in Section 856(c)(3); (iii) for each of the taxable years of Paladin through December 31, 2012, and for the first quarter of its taxable year ending December 31, 2013, at least 75 percent of the value of Paladin OP’s total assets consisted of those items listed in Section 856(c)(4)(A) and (a) no more than 25 percent of the value of its total assets consisted of items described in Section 856(c)(4)(B)(i); (b) no more than 25 percent of the value of its total assets consisted of items described in Section 856(c)(4)(B)(ii); and (c) no more than 5 percent of the value of its total assets consisted of items described in Section 856(c)(4)(B)(iii)(I); (d) Paladin OP did not hold securities described in Sections 856(c)(4)(B)(iii)(II) and (III); and, (iv) Paladin OP’s current method of operation and ownership will enable it to meet the income and asset requirements set forth above for its taxable year ending on the Closing Date, assuming for these purposes the Company will have cash on hand in an amount not less than thirty thousand dollars ($30,000) (the "CASH ON HAND"). (l) The Sellers shall have delivered to the Buyer Parties evidence reasonably satisfactory to the Buyer Parties that Paladin will continueall of the Indebtedness of the Company and the Company Subsidiaries, following other than the Indebtedness described on SCHEDULE 5.9, have been terminated with no further liability to the Sellers after the Closing Date, to be organized and operated in accordance with the requirements for qualification and taxation as a REIT under the Code. (f) certificates, duly completed and executed by each of Paladin and Paladin Realty Advisors, LLC (or their direct or indirect owners, as may be required), pursuant to Section 1.1445 2(b)(2) of the Treasury Regulations, certifying that such Person or such owner is not a “foreign person” within the meaning of Code Section 1445; (g) since the date of this Agreement, there shall not have been an effect, event, development or change that, individually or in the aggregate with all other effects, events, developments and changes, has resulted or would be reasonably likely to result in a Property Material Adverse Effect; and (h) since the date of this Agreement, there shall not have been an effect, event, development or change that, individually or in the aggregate with all other effects, events, developments and changes, has resulted or would be reasonably likely to result in a Paladin Material Adverse Effect.

Conditions to the Obligations of the Buyer Parties. The obligations of the Buyer Parties to consummate the Partnership Merger are transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or waiver in writing by the Buyer Parties (where permissible)Buyer's waiver, as of at or prior to the Closing, of each of the following additional conditions: (ai) The Other than the representations and warranties of Seller contained in Section 4.01, Section 4.02, Section 4.04 and Section 4.20, the Paladin Parties set forth representations and warranties of Seller contained in this Agreement that (i) are not made as of a specific date Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects as (in the case of the Closing, as though made any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the Closing, date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (ii) are made except those representations and warranties that address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Seller contained in Section 4.01, Section 4.02, Section 4.04 and Section 4.20 (collectively, the “Seller Fundamental Representations”) shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date; provided, however, that, for purposes of determining the accuracy of such representations and warranties, all qualifications, limitations and exceptions referring to “Paladin Material Adverse Effect,” “material,” “in all material respects” or like words shall be disregarded (except for the first sentence of the representation in Section 4.10 which shall be shall be true and correct determined as of that specified date in all respects); provided, further, that the Buyer Parties shall not be able to terminate this Agreement pursuant to Section 9.1(e)(i) or . (ii) on the basis of any such inaccuracies or breaches to the extent that the Buyer Parties had actual knowledge of such inaccuracies or breaches either prior to the Agreement Date or during the Due Diligence Period and failed to provide written notice to the Paladin Parties either prior to the Agreement Date or the end of the Due Diligence Period, as applicable. For the avoidance of doubt, it is hereby acknowledged and agreed that for purposes of this Section 8.2(a), Section 9.1(a), Section 9.1(e) and Section 9.2, the Buyer Parties shall not be deemed to have “actual knowledge” of any information merely because such information is contained in or was provided to the Buyer Parties and their Representatives through the Due Diligence Data Site. (b) The Paladin Parties Seller shall have performed, duly performed and complied in all material respectsrespects with all agreements, all obligations covenants and complied with, in all material respects, their agreements conditions required by this Agreement and covenants each of the Ancillary Documents to be performed or complied with under this Agreement by it prior to or on the Closing Date. (iii) No Action shall have been commenced against Buyer or Seller, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby (iv) All approvals, consents and waivers that are listed on Schedule 4.03 shall have been received, and executed counterparts thereof shall have been delivered to Buyer at or prior to the Partnership Merger Effective TimeClosing. (c) Paladin OP shall have delivered to Parent a certificate, dated the date of the Partnership Merger Effective Time, signed by an officer of Paladin OP and certifying as to the satisfaction of the conditions specified in Section 8.2(a) and Section 8.2(b). (d) The Buyer Parties shall have obtained from each Existing Lender (and any other party whose Consent is required under the Existing Loan Documents) executed and effective Assumption Documents in form and substance reasonably acceptable to Paladin and the Buyer Parties with respect to the Existing Mortgage Indebtedness. (e) The Paladin Parties shall have delivered to Parent: (i) a written affirmation from each of the JV Partners, in form reasonably acceptable to the Buyer Parties (the “JV Certificates”), which shall confirm, in each case, that (A) such JV Partner is a partner of Paladin in the applicable Subsidiary, (B) the agreements and documents which comprise each JV Contract is consistent with those listed on Section 4.13(a) of the Paladin Disclosure Schedule and such agreements and documents attached to such JV Certificate are true, correct and complete copies, (C) the balances of the JV Preferred Return for the applicable JV Subsidiary as set forth on Section 4.2 of the Paladin Disclosure Schedule are correct; and (D) with respect to PRIP Stone Ridge, LLC only, confirming (1) the amount outstanding under the Stone Ridge Note, (2) the date to which interest and principal has been paid, (3) the terms of payment and the date of maturity, and (4) confirming that the copy of the Stone Ridge Note attached to such JV Certificate is true, correct and complete; (ii) estoppel certificates from each party to the Paladin Advisory Agreement (other than Paladin OP), in the form reasonably acceptable to the Buyer Parties, which estoppels shall confirm that there is no Liability or obligation of the Paladin Parties or any Affiliates thereof, and after the Closing Date there will be no Liability or obligation of the Surviving Entity, arising out of or related to the Paladin Advisory Agreement; (iii) such disclosures, reports and tax forms as are required by applicable Law in connection with the consummation of the transactions contemplated in this Agreement; (iv) non-imputation and other affidavits and agreements for the benefit of the applicable title company which issued each Paladin Title Insurance Policy, in form acceptable to such title company, so that each title company has issued to the applicable Buyer Parties, Non-Imputation Endorsements to each Paladin Title Insurance Policy; (v) each of the Consents set forth on Section 4.6(a) of the Paladin Disclosure Schedule; (vi) an opinion of counsel to Paladin, in a form reasonably satisfactory to Parent, addressed to Parent, and dated as of the Closing Date; (vii) a copy of (i) the certificate of formation (or other similar organizational document), as amended, of each of Paladin OP and each of the Subsidiaries, certified by the Secretary of State in their respective jurisdictions of organization, as of a date not earlier than ten (10) Business Days prior to the Closing and accompanied by a certificate of the general partner of Paladin OP and the manager of the applicable Subsidiary, dated as of the Closing, stating that no amendments have been made to such certificate of formation (or other similar organizational document) since such date, and (ii) the partnership agreement or limited liability company agreement (or other similar organizational document) of Paladin OP and each of the Subsidiaries, certified by the general partner of Paladin OP and the manager of the applicable Subsidiary; (viii) a good standing certificate for Paladin OP and each of the Subsidiaries from the Secretary of State in their respective jurisdictions of organization and from the Secretary of State in each other jurisdiction in which the operation of Paladin OP’s and each Subsidiary’s business in such jurisdiction, requires Paladin OP and each Subsidiary to qualify to do business as a foreign corporation, in each case dated as of a date not earlier than ten (10) Business Days prior to the Closing, except where such failure to be in good standing would not be reasonably expected to have a Property Material Adverse Effect; and (ix) a tax opinion of Arent Fox LLP, tax counsel to Paladin, dated as of the Closing Date which opinion concludes (subject to customary assumptions, qualifications and representations, including representations made by Paladin, Paladin OP and the Subsidiaries) that (i) for each of the taxable years of Paladin through December 31, 2012, and for the first quarter of its taxable year ending December 31, 2013, at least 95 percent of Paladin OP’s gross income consisted of those items listed in Section 856(c)(2); (ii) for each of the taxable years of Paladin through December 31, 2012, and for the first quarter of its taxable year ending December 31, 2013, at least 75 percent of Paladin OP’s gross income consisted of those items listed in Section 856(c)(3); (iii) for each of the taxable years of Paladin through December 31, 2012, and for the first quarter of its taxable year ending December 31, 2013, at least 75 percent of the value of Paladin OP’s total assets consisted of those items listed in Section 856(c)(4)(A) and (a) no more than 25 percent of the value of its total assets consisted of items described in Section 856(c)(4)(B)(i); (b) no more than 25 percent of the value of its total assets consisted of items described in Section 856(c)(4)(B)(ii); and (c) no more than 5 percent of the value of its total assets consisted of items described in Section 856(c)(4)(B)(iii)(I); (d) Paladin OP did not hold securities described in Sections 856(c)(4)(B)(iii)(II) and (III); and, (iv) Paladin OP’s current method of operation and ownership will enable it to meet the income and asset requirements set forth above for its taxable year ending on the Closing Date, assuming for these purposes that Paladin will continue, following the Closing Date, to be organized and operated in accordance with the requirements for qualification and taxation as a REIT under the Code. (f) certificates, duly completed and executed by each of Paladin and Paladin Realty Advisors, LLC (or their direct or indirect owners, as may be required), pursuant to Section 1.1445 2(b)(2) of the Treasury Regulations, certifying that such Person or such owner is not a “foreign person” within the meaning of Code Section 1445; (g) since From the date of this Agreement, there shall not have been an effectoccurred any Material Adverse Effect, event, development nor shall any event or change events have occurred that, individually or in the aggregate aggregate, with all other effectsor without the lapse of time, events, developments and changes, has resulted or would could reasonably be reasonably likely expected to result in a Property Material Adverse Effect; and (h) since the date of this Agreement, there shall not have been an effect, event, development or change that, individually or in the aggregate with all other effects, events, developments and changes, has resulted or would be reasonably likely to result in a Paladin Material Adverse Effect. (vi) Seller shall have delivered to Buyer duly executed counterparts to the Ancillary Documents and such other documents and deliveries set forth in Section 3.02(i). (vii) Buyer shall have received all Permits that are necessary for it to conduct the Business as conducted by Seller as of the Closing Date (viii) Buyer shall have received a certificate, dated the Closing Date and signed by a duly authorized manager of Seller, certifying that (a) each of the conditions set forth in Section 7.02(i) and Section 7.02(ii) have been satisfied (b) attached thereto are true and complete copies of all resolutions adopted by the members of Seller authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby (the “Seller Closing Certificate”). (ix) Buyer shall have received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (the “FIRPTA Certificate”) that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed by Seller. (x) Seller shall have delivered to Buyer such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to the Obligations of the Buyer Parties. The obligations of the Buyer Parties to consummate the Partnership Merger Mergers are subject to the satisfaction or waiver in writing by the Buyer Parties (where permissible), as of or prior to the Closing, ) of the following additional conditions: (a) The (i) no Company Party shall have breached or failed to comply in any material respect with any of its obligations, covenants or agreements required to be performed or complied with by it under this Agreement (after giving effect to the cure rights set forth in Section 10.01(c)(i)), (ii) the representations and warranties of the Paladin Company Parties set forth contained in this Agreement that (iA) are not made as of a specific date shall be are true and correct in all material respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closingsuch date, and (iiB) are made as of a specific date are true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in clause (b) of Section 4.08)) does not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; in addition, the representations and warranties set forth in Sections 4.01(a) and (b) (Organization and Qualification; Company Subsidiaries; Authority), 4.03(a), (b) and (c) (Capitalization), 4.04 (Authority Relative to this Agreement, Takeover Laws, Validity and Effect of Agreements), 4.08 (Absence of Certain Changes or Events) and 4.19 (Opinion of Financial Advisor) shall be true and correct in all material respects (other than in de minimis and immaterial respects in the case of Sections 4.03(a), (b) and (c)) as of the date hereof and as of the Closing, as though made on and as of such date; provided, however, that, for purposes of determining the accuracy of such representations and warranties, all qualifications, limitations and exceptions referring to “Paladin Material Adverse Effect,” “material,” “date (in all material respects” or like words shall be disregarded (each case except for the first sentence of the representation in Section 4.10 which shall be shall be true and correct in all respects); provided, further, that the Buyer Parties shall not be able to terminate this Agreement pursuant to Section 9.1(e)(i) or (ii) on the basis of any such inaccuracies or breaches to the extent that the Buyer Parties had actual knowledge expressly made as of a specific date, in which case as of such inaccuracies or breaches either prior to the Agreement Date or during the Due Diligence Period specific date); and failed to provide written notice to the Paladin Parties either prior to the Agreement Date or the end (iii) Parent shall have received a certificate of an executive officer of the Due Diligence Period, as applicable. For the avoidance of doubt, it is hereby acknowledged and agreed that for purposes of this Section 8.2(a), Section 9.1(a), Section 9.1(e) and Section 9.2, the Buyer Parties shall not be deemed to have “actual knowledge” of any information merely because such information is contained in or was provided to the Buyer Parties and their Representatives through the Due Diligence Data Site. (b) The Paladin Parties shall have performed, in all material respects, all obligations and complied with, in all material respects, their agreements and covenants to be performed or complied with under this Agreement on or prior to the Partnership Merger Effective Time. (c) Paladin OP shall have delivered to Parent a certificateCompany, dated the date of the Partnership Company Merger Effective Time, signed by an officer of Paladin OP and certifying as to the satisfaction of effect set forth in the conditions specified in Section 8.2(a) and Section 8.2(b). (d) The Buyer Parties shall have obtained from each Existing Lender (and any other party whose Consent is required under the Existing Loan Documents) executed and effective Assumption Documents in form and substance reasonably acceptable to Paladin and the Buyer Parties with respect to the Existing Mortgage Indebtedness. (e) The Paladin Parties shall have delivered to Parent: foregoing clauses (i) a written affirmation from each of the JV Partners, in form reasonably acceptable to the Buyer Parties (the “JV Certificates”), which shall confirm, in each case, that (A) such JV Partner is a partner of Paladin in the applicable Subsidiary, (B) the agreements and documents which comprise each JV Contract is consistent with those listed on Section 4.13(a) of the Paladin Disclosure Schedule and such agreements and documents attached to such JV Certificate are true, correct and complete copies, (C) the balances of the JV Preferred Return for the applicable JV Subsidiary as set forth on Section 4.2 of the Paladin Disclosure Schedule are correct; and (Dii); (b) with respect to PRIP Stone Ridge, LLC only, confirming (1) the amount outstanding under the Stone Ridge Note, (2) the date to which interest and principal has been paid, (3) the terms of payment and since the date of maturitythis Agreement, and (4) confirming that there shall not have occurred any event, change, circumstance, occurrence, effect or state of facts that, individually or in the copy of the Stone Ridge Note attached to such JV Certificate is trueaggregate, correct and completehas had a Company Material Adverse Effect; (iic) estoppel certificates from each party to the Paladin Advisory Agreement (other than Paladin OP), in the form reasonably acceptable to the Buyer Parties, which estoppels Company shall confirm that there is no Liability or obligation of the Paladin Parties or any Affiliates thereof, and after the Closing Date there will be no Liability or obligation of the Surviving Entity, arising out of or related to the Paladin Advisory Agreement; (iii) such disclosures, reports and tax forms as are required by applicable Law in connection with the consummation of the transactions contemplated in this Agreement; (iv) non-imputation and other affidavits and agreements for the benefit of the applicable title company which issued each Paladin Title Insurance Policy, in form acceptable to such title company, so that each title company has issued to the applicable Buyer Parties, Non-Imputation Endorsements to each Paladin Title Insurance Policy; (v) each of the Consents set forth on Section 4.6(a) of the Paladin Disclosure Schedule; (vi) an have received a written opinion of counsel to Paladin, in a form reasonably satisfactory to Parent, addressed to Parent, and dated as of the Closing Date; (vii) a copy of (i) the certificate of formation (or other similar organizational document), as amended, of each of Paladin OP and each of the Subsidiaries, certified by the Secretary of State in their respective jurisdictions of organization, as of a date not earlier than ten (10) Business Days prior to the Closing and accompanied by a certificate of the general partner of Paladin OP and the manager of the applicable Subsidiary, dated as of the Closing, stating that no amendments have been made to such certificate of formation (or other similar organizational document) since such date, and (ii) the partnership agreement or limited liability company agreement (or other similar organizational document) of Paladin OP and each of the Subsidiaries, certified by the general partner of Paladin OP and the manager of the applicable Subsidiary; (viii) a good standing certificate for Paladin OP and each of the Subsidiaries from the Secretary of State in their respective jurisdictions of organization and from the Secretary of State in each other jurisdiction in which the operation of Paladin OP’s and each Subsidiary’s business in such jurisdiction, requires Paladin OP and each Subsidiary to qualify to do business as a foreign corporation, in each case dated as of a date not earlier than ten (10) Business Days prior to the Closing, except where such failure to be in good standing would not be reasonably expected to have a Property Material Adverse Effect; and (ix) a tax opinion of Arent Fox Xxxxx Xxxxxxx LLP, tax counsel to Paladin, dated as of the Closing Date which opinion concludes (subject to customary assumptionsand substantially in the form of Exhibit F attached hereto, qualifications and representations, including representations made by Paladin, Paladin OP and opining that the Subsidiaries) that (i) for each of the taxable years of Paladin through December 31, 2012, and for the first quarter of its taxable year ending December 31, 2013, at least 95 percent of Paladin OP’s gross income consisted of those items listed in Section 856(c)(2); (ii) for each of the taxable years of Paladin through December 31, 2012, and for the first quarter of its taxable year ending December 31, 2013, at least 75 percent of Paladin OP’s gross income consisted of those items listed in Section 856(c)(3); (iii) for each of the taxable years of Paladin through December 31, 2012, and for the first quarter of its taxable year ending December 31, 2013, at least 75 percent of the value of Paladin OP’s total assets consisted of those items listed in Section 856(c)(4)(A) and (a) no more than 25 percent of the value of its total assets consisted of items described in Section 856(c)(4)(B)(i); (b) no more than 25 percent of the value of its total assets consisted of items described in Section 856(c)(4)(B)(ii); and (c) no more than 5 percent of the value of its total assets consisted of items described in Section 856(c)(4)(B)(iii)(I); (d) Paladin OP did not hold securities described in Sections 856(c)(4)(B)(iii)(II) and (III); and, (iv) Paladin OP’s current method of operation and ownership will enable it to meet the income and asset requirements set forth above for its taxable year ending on the Closing Date, assuming for these purposes that Paladin will continue, following the Closing Date, to be Company has been organized and has operated in accordance conformity with the requirements for qualification and taxation as a REIT under the Code. (f) certificatesCode for all taxable periods commencing with the Company’s taxable year ended December 31, duly completed 2000 through and executed by each of Paladin and Paladin Realty Advisors, LLC (or their direct or indirect owners, as may be required), pursuant to Section 1.1445 2(b)(2) of including the Treasury Regulations, certifying that such Person or such owner is not a “foreign person” within the meaning of Code Section 1445; (g) since the date of this Agreement, there shall not have been an effect, event, development or change that, individually or in the aggregate with all other effects, events, developments and changes, has resulted or would be reasonably likely to result in a Property Material Adverse EffectCompany Merger Effective Time; and (hd) since The Company Trust and the date Company shall have properly completed and executed IRS Form 8832, Entity Classification Election, electing to treat the Company Trust for U.S. federal income tax purposes as a disregarded entity of the Company (for this Agreementpurpose, there not including an entity treated as a corporation but disregarded as a QRS under Section 856(l) of the Code) effective not later than the day prior to the Closing Date and shall have deposited such completed and executed election form, with proper postage, into the U.S. mail, addressed as set forth in the Instructions to Form 8832 and otherwise in accordance with the requirements of Section 7502 of the Code, and shall not have been an effectrevoked, eventterminated, development or change that, individually or in the aggregate with all other effects, events, developments and changes, has resulted or would be reasonably likely to result in a Paladin Material Adverse Effectreversed such election.