OF ANY LIEN OR OTHER ENCUMBRANCE UPON ANY PROPERTY OR ASSET OF
GUARANTOR, OR (IV) VIOLATE OR RESULT IN A BREACH OF THE CERTIFICATE OF
INCORPORATION OR BYLAWS OF GUARANTOR.
(B)
GUARANTOR HAS THE FULL POWER AND AUTHORITY TO ENTER INTO AND
PERFORM UNDER THIS AGREEMENT, WHICH HAS BEEN AUTHORIZED BY ALL NECESSARY
CORPORATE ACTION ON BEHALF OF GUARANTOR.
(C)
NO CONSENT, LICENSE OR APPROVAL OF, OR FILING OR REGISTRATION
WITH, ANY GOVERNMENTAL AUTHORITY IS NECESSARY FOR THE EXECUTION AND PERFORMANCE
HEREOF BY GUARANTOR.
(D)
THIS AGREEMENT CONSTITUTES THE VALID AND BINDING OBLIGATION OF
GUARANTOR ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
(E)
THIS AGREEMENT PROMOTES AND FURTHERS THE BUSINESS AND INTERESTS OF
GUARANTOR AND THE CREATION OF THE OBLIGATIONS HEREUNDER WILL RESULT IN DIRECT
FINANCIAL BENEFIT TO GUARANTOR.
3.
GUARANTOR ACKNOWLEDGEMENTS.
(A)
GUARANTOR HEREBY WAIVES NOTICE OF (I) ACCEPTANCE OF THIS
AGREEMENT, (II) THE EXISTENCE OR INCURRING FROM TIME TO TIME OF ANY OBLIGATIONS
GUARANTEED HEREUNDER, (III) NONPAYMENT, THE EXISTENCE OF ANY TERMINATION EVENT,
THE MAKING OF DEMAND, OR THE TAKING OF ANY ACTION BY FGI, UNDER THE CORGENIX UK
AGREEMENT, AND (IV) DEFAULT AND DEMAND HEREUNDER.
(B)
GUARANTOR ACKNOWLEDGES THAT GUARANTOR (I) HAS EXAMINED OR HAD THE
OPPORTUNITY TO EXAMINE THE CORGENIX UK AGREEMENT AND RELATED AGREEMENTS AND
(II) WAIVES ANY DEFENSE WHICH MAY EXIST RESULTING FROM GUARANTOR'S FAILURE TO
RECEIVE OR EXAMINE AT ANY TIME THE CORGENIX UK AGREEMENT OR ANY AMENDMENTS,
SUPPLEMENTS, RESTATEMENTS OR REPLACEMENTS THEREFOR.
(C)
GUARANTOR ACKNOWLEDGES THAT IT SHALL NOT DO ANYTHING TO IMPEDE OR
INTERFERE IN ANY MANNER WITH THE NORMAL COLLECTION AND PAYMENT OF THE APPROVED
DEBTS ASSIGNED AND SOLD TO FGI.
(D)
GUARANTOR ACKNOWLEDGES THAT IN ENTERING INTO THIS AGREEMENT
GUARANTOR IS NOT RELYING UPON ANY STATEMENT, REPRESENTATION, WARRANTY OR OPINION
OF ANY KIND FROM FGI AS TO THE PRESENT OR FUTURE FINANCIAL CONDITION,
PERFORMANCE, ASSETS, LIABILITIES OR PROSPECTS OF CLIENT OR AS TO ANY OTHER
MATTER.
4.
FGI ACTIONS.
GUARANTOR HEREBY CONSENTS AND AGREES THAT FGI MAY
AT ANY TIME OR FROM TIME TO TIME IN FGI'S DISCRETION (A) EXTEND OR CHANGE THE
TIME OF PAYMENT AND/OR CHANGE THE MANNER, PLACE OR TERMS OF PAYMENT OF ANY OR
ALL OBLIGATIONS, (B) AMEND, SUPPLEMENT, RESTATE OR REPLACE THE CORGENIX UK
AGREEMENT OR ANY RELATED AGREEMENTS, (C) RENEW OR EXTEND ANY FINANCING NOW OR
HEREAFTER REFLECTED BY THE CORGENIX UK AGREEMENT OR THE MATURITY THEREOF OR
INCREASE (WITHOUT LIMIT OF ANY KIND AND WHETHER RELATED OR UNRELATED) OR
DECREASE LOANS AND EXTENSIONS OF CREDIT TO CLIENT, (D) MODIFY THE TERMS AND
CONDITIONS UNDER WHICH LOANS, EXTENSIONS OF CREDIT OR PURCHASES OF RECEIVABLES
MAY BE MADE TO CLIENT, (E) SETTLE, COMPROMISE OR GRANT RELEASES FOR LIABILITIES
OF CLIENT, AND/OR ANY OTHER PERSON OR PERSONS LIABLE WITH GUARANTOR FOR, ANY
2
OBLIGATIONS, (F) EXCHANGE, COMPROMISE, RELEASE OR SURRENDER, OR SUBORDINATE OR
RELEASE ANY LIEN ON, ANY PROPERTY (INCLUDING ANY COLLECTIONS THEREFROM OR
PROCEEDS THEREOF) OF CLIENT OR ANY OTHER PERSON OR PERSONS NOW OR HEREAFTER
SECURING ANY OF THE OBLIGATIONS, AND (G) APPLY