Common use of Good Standing of the Partnership Clause in Contracts

Good Standing of the Partnership. The Partnership has been duly formed and is validly existing as a limited partnership and is in good standing under the laws of the State of Delaware and has power and authority (i) to own, lease and operate its properties and to conduct its business as described in the Preliminary Offering Memorandum, the Time of Sale Memorandum and the Offering Memorandum, (ii) to execute and deliver the Transaction Documents and consummate the Transactions and (iii) to issue, sell and deliver the Notes. The Partnership is duly qualified as a foreign limited partnership to transact business and is in good standing in each 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, individually or in the aggregate, to result in a Material Adverse Effect.