Borrower is duly organized, validly existing and in good standing with full power and authority to own its assets and conduct its business, and is duly qualified and in good standing in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification, and Borrower has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents by it, and has the power and authority to execute, deliver and perform under this Agreement, the other Loan Documents and all the transactions contemplated hereby. Each of the WWP Amenities Subsidiaries is validly existing and in good standing pursuant to the laws of the State of its formation. The sole business of (a) the Worldwide Plaza Owner is the management and operation of the Property and (b) Worldwide Holdings is the ownership of the Membership Interests and the related management indirectly of the WWP Amenities Subsidiaries holding, indirectly, the Pledged Mortgages and acting as agent for, indirectly, the holders of the Charity Mortgages. Borrower is in compliance with the definition of Special Purpose Bankruptcy Remote Entity and each SPE Entity is in compliance with the definition of Special Purpose Bankruptcy Remote Entity (as defined in the Senior Loan Agreement); provided that for the avoidance of doubt, and notwithstanding anything contained in this Agreement to the contrary, no representation or covenant is made with respect to the WWP Amenities Subsidiaries as to their compliance with the definition of Special Purpose Bankruptcy Remote Entity (as defined in the Senior Loan Agreement) prior to July 22, 2009.