Common use of Good Standing of the Manager Clause in Contracts

Good Standing of the Manager. The Manager is a limited partnership duly organized and validly existing and in good standing under the laws of the State of Delaware and has all limited partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement and the Management Agreement; the Manager is duly qualified as a foreign limited partnership to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not reasonably be expected to have, singly or in the aggregate, a material adverse effect on (i) the business, properties, financial condition, results of operations, cash flows or prospects of the Manager or (ii) the performance by the Manager of its obligations under this Agreement or the Management Agreement (collectively, a “Manager Material Adverse Effect”); and the Manager does not have any subsidiaries.

Good Standing of the Manager. The Manager is a limited partnership duly organized and validly existing and in good standing under the laws of the State of Delaware and has all limited partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement and the Management Agreement; the Manager is duly qualified as a foreign limited partnership to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not reasonably be expected to have, singly or in the aggregate, a material adverse effect on (iA) the business, properties, condition (financial condition, results of operationsor otherwise), cash flows flows, earnings, business affairs, management or business prospects of the Manager or Manager, (iiB) the performance by the Manager of its obligations under this Agreement or Agreement, the Management Agreement or (C) the ability of the Manager to obtain the services of Xxxx Real Estate Credit Strategies, L.P. (“MRECS”) or its personnel under the Services Agreement (as defined below) (collectively, a “Manager Material Adverse Effect”); and the Manager does not have any subsidiaries.

Good Standing of the Manager. The Manager is a limited partnership duly organized and validly existing and in good standing under the laws of the State of Delaware and has all limited partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and to enter into and perform its obligations under this Agreement and the Management Agreement; the Manager is duly qualified as a foreign limited partnership to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not reasonably be expected to have, singly or in the aggregate, a material adverse effect on (iA) the business, properties, condition (financial condition, results of operationsor otherwise), cash flows flows, earnings, business affairs, management or business prospects of the Manager or Manager, (iiB) the performance by the Manager of its obligations under this Agreement or Agreement, the Management Agreement or (C) the ability of the Manager to obtain the services of Xxxx Real Estate Credit Strategies, L.P. (“MRECS”) or its personnel under the Services Agreement (as defined below) (collectively, a “Manager Material Adverse Effect”); and the Manager does not have any subsidiaries.