Common use of Due Organization; Qualification Clause in Contracts

Due Organization; Qualification. WXI/MCN Multifamily Real Estate Limited Partnership is a limited partnership duly organized, validly existing and in good standing under the laws of Delaware. Castle Bluff Fund XII Associates L.P. is a limited partnership duly organized, validly existing and in good standing under the laws of Texas. Brendon Way Fund XII Associates is a general partnership duly organized and validly existing under the laws of Indiana. Embarcadero Associates is a general partnership duly organized and validly existing under the laws of Georgia. Each Borrower is duly qualified to do business, and is in good standing, in each state in which any Mortgaged Property is located and in each other jurisdiction in which such qualification and/or standing is necessary to the conduct of its business and where the failure to be so qualified would adversely affect the validity of, the enforceability of, or the ability of the Borrower to perform its obligations under, this Agreement and the other Loan Documents. Each General Partner of each Borrower is a duly organized and validly existing limited liability company or limited partnership duly qualified to do business in and in good standing under the laws of its respective state of organization and in each other jurisdiction in which such qualification and/or standing is necessary to the conduct of its business and where the failure to be so qualified would adversely affect the validity, the enforceability, or the ability of any Borrower to perform its obligations under this Agreement and the other Loan Documents. The Partnership Agreement of each Borrower has been duly executed and delivered by each partner, is a legal and valid and binding agreement, enforceable in accordance with its terms, and is in full force and effect. Each Borrower has its principal place of business, principal office and office where it keeps its records at the notice address set forth for the Borrowing Agent in