INTEREST IN THE COLLATERAL, AND (E) SUCH
OTHER MATTERS AS MAY BE REASONABLY REQUESTED BY LENDER AND ITS COUNSEL;
PROVIDED, HOWEVER, OBLIGOR'S COUNSEL IS NOT REQUIRED TO PROVIDE SUCH OPINIONS
WITH REGARDS TO ANY INACTIVE DEBTOR; AND
(XII)
OTHER MATTERS.
SUCH OTHER DOCUMENTS AND AGREEMENTS AS MAY BE
REQUIRED BY LENDER IN ITS REASONABLE DISCRETION.
(B)
ALL LOANS.
THE OBLIGATION OF LENDER TO MAKE ANY LOAN SHALL BE
SUBJECT TO THE FOLLOWING ADDITIONAL CONDITIONS PRECEDENT:
(I)
REQUEST FOR LOAN.
LENDER SHALL HAVE RECEIVED, IN ACCORDANCE
WITH THIS AGREEMENT, A REQUEST FOR A LOAN IN FORM AND CONTENT REASONABLY
SATISFACTORY TO LENDER IN ITS REASONABLE DISCRETION DATED AS OF THE DATE OF
REQUEST AND EXECUTED BY AN AUTHORIZED OFFICER OF EACH DEBTOR;
(II)
NO OVERADVANCE.
NO OVERADVANCE SHALL THEN EXIST AND THE
MAKING OF A REQUESTED LOAN SHALL NOT RESULT IN AN OVERADVANCE.
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(III)
NO EVENT OF DEFAULT, ETC.
NO EVENT OF DEFAULT, OR EVENT WHICH
WITH THE PASSAGE OF TIME AND/OR NOTICE WOULD BE AN EVENT OF DEFAULT, SHALL HAVE
OCCURRED AND BE CONTINUING, OR WOULD RESULT FROM OR AFTER GIVING EFFECT TO SUCH
LOAN; AND
(IV)
REPRESENTATIONS AND WARRANTIES.
ALL OF THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN THE LOAN DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS ON AND AS OF THE DATE OF SUCH LOAN WITH THE SAME FORCE AND
EFFECT AS IF SUCH REPRESENTATIONS AND WARRANTIES HAD BEEN MADE ON AND AS OF SUCH
DATE.
6.
REPRESENTATIONS AND WARRANTIES.
EACH OBLIGOR HEREBY
REPRESENTS AND WARRANTS, AND UPON EACH REQUEST FOR A LOAN REPRESENTS AND
WARRANTS, TO LENDER AS FOLLOWS:
(A)
EXISTENCE.
EACH DEBTOR (I) IS DULY ORGANIZED, VALIDLY
EXISTING, AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
ORGANIZATION; (II) HAS ALL REQUISITE POWER AND AUTHORITY TO OWN ITS ASSETS AND
CARRY ON ITS BUSINESS AS NOW BEING OR AS PROPOSED TO BE CONDUCTED; AND (III) IS
QUALIFIED TO DO BUSINESS IN ALL JURISDICTIONS IN WHICH THE NATURE OF ITS
BUSINESS MAKES SUCH QUALIFICATION NECESSARY AND WHERE FAILURE TO SO QUALIFY
WOULD HAVE A MATERIAL ADVERSE EFFECT. EACH DEBTOR HAS THE POWER AND AUTHORITY TO
EXECUTE, DELIVER, AND PERFORM ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS TO WHICH
IT IS OR MAY BECOME A PARTY. THE FEDERAL TAX IDENTIFICATION NUMBER, STATE OF
ORGANIZATION AND STATE ORGANIZATIONAL NUMBER FOR EACH DEBTOR ARE SET FORTH
BELOW:
Debtor
Federal Tax
Identification
Number
State of Organization
State Organizational
Identification
Number
OMC
REDACTED
Florida
REDACTED
ICI
REDACTED
Florida
REDACTED
EDN
REDACTED
Florida
REDACTED
OSM
REDACTED
Delaware
REDACTED
(B)
BINDING OBLIGATIONS. THE EXECUTION, DELIVERY, AND PERFORMANCE
OF THE LOAN DOCUMENTS BY EACH OBLIGOR HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY
ORGANIZATIONAL ACTION BY SUCH OBLIGOR, AND CONSTITUTE LEGAL, VALID AND BINDING
OBLIGATIONS OF SUCH OBLIGOR, ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE
TERMS, EXCEPT AS MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY OR SIMILAR LAWS OF
GENERAL APPLICATION RELATING TO THE ENFORCEMENT OF CREDITORS' RIGHTS AND EXCEPT
TO THE EXTENT SPECIFIC REMEDIES MAY GENERALLY BE LIMITED BY