5. [Intentionally Left Blank]
6. Representations and Warranties. Maker hereby represents and warrants to Payee as of the date hereof as follows:
(a) Maker is a corporation duly formed, validly existing and in good standing under the laws of the state of Delaware and has the requisite power and authority, and the legal right, to own, lease and operate its properties and assets and to conduct its business as it is now being conducted;
(b) Other than SeaStar Medical, Inc., a Delaware corporation, Maker does not have any direct or indirect subsidiaries and Maker does not hold, directly or indirectly, any equity securities or other interests in any other person;
(c) Maker has the power and authority, and the legal right, to execute and deliver this Note and to perform its obligations hereunder;
(d) the execution and delivery of this Note by Maker and the performance of its obligations hereunder have been duly authorized by all necessary action in accordance with all applicable laws;
(e) Maker has duly executed and delivered this Note;
(f) no consent or authorization of, filing with, notice to or other act by, or in respect of, any person, including any governmental authority, is required in order for Maker to execute, deliver, or perform any of its obligations under this Note;
(g) the Note is a valid, legal and binding obligation of Maker, enforceable against Maker in accordance with its terms; and
(h) Maker has no other Debt other than (i) $700,000 in principal amount of indebtedness pursuant to that certain Credit Agreement, dated September 9, 2022, as amended on October 28, 2022, with LM Funding America, Inc., and (ii) the Consolidated Amended and Restated Promissory Note, dated October 28, 2022, in the aggregate principal amount of $2,785,000 payable to LMFAO Sponsor, LLC (collectively, the “Existing Debt”).
7. Affirmative Covenants. Until all amounts outstanding under this Note have been paid in full, Maker shall:
(a) (i) preserve, renew and maintain in full force and effect its corporate or organizational existence, and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business;
(b) comply in all material respects with (i) all of the terms and provisions of its organizational documents, (ii) its obligations under its contracts and agreement (except as otherwise provided in Section 8 below or otherwise in contravention of the provisions of this Note); and (iii) all laws of applicable to it and its business;
(c) pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature (except as otherwise provided in Section 8 below or otherwise in contravention of the provisions of this Note);