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 ANY