Borrower is a corporation, duly organized, and validly existing, and in good standing under the laws of the State of Delaware. Each Subsidiary is a limited liability company, duly organized, and validly existing, and in good standing under the laws of the State of Florida. Borrower and each Subsidiary has all necessary power and authority to transact the business in which it is engaged; is duly licensed or qualified and in good standing in each other jurisdiction in which the conduct of such business requires such licensing or such qualification, except where the failure to be so licensed or qualified would not have a Material Adverse Effect. Borrower and each Guarantor has all necessary power and authority to enter this Agreement and to execute, deliver and perform this Agreement, the Note, the Collateral Documents and any other document executed in connection with this Agreement, all of which have been duly authorized by all proper and necessary action by Borrower and each Guarantor.