HEREUNDER SHALL NOT BE DEEMED A
WAIVER THEREOF OR PRECLUDE THE EXERCISE OF ANY OTHER RIGHT OR REMEDY HEREUNDER.
NO WAIVER OF ANY BREACH OF ANY PROVISION OF THIS AGREEMENT SHALL BE CONSTRUED AS
A WAIVER OF ANY SUBSEQUENT BREACH OR OF ANY OTHER PROVISION.
15.
CONFESSION.
(A)
GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND
EMPOWERS ANY ATTORNEY(S) OR THE CLERK OF ANY COURT OF RECORD IN THE STATE OF NEW
YORK, OR ELSEWHERE, FOLLOWING THE OCCURRENCE OF A TERMINATION EVENT UNDER THE
CORGENIX UK AGREEMENT, TO APPEAR FOR GUARANTOR IN ANY SUCH COURT, WITH OR
WITHOUT DECLARATION FILED, AS OF ANY TERM OR TIME, AND CONFESS OR ENTER JUDGMENT
AGAINST GUARANTOR IN FGI'S FAVOR FOR ALL OBLIGATIONS DUE OR TO BECOME DUE BY
GUARANTOR HEREUNDER, WITH COSTS OF SUIT, RELEASE OF ERRORS AND FIFTEEN PERCENT
(15%) OF SUCH SUMS ADDED AS REASONABLE ATTORNEYS' FEES; AND FOR THE PURPOSE
HEREOF A COPY OF THIS AGREEMENT SHALL BE SUFFICIENT WARRANTY. SUCH AUTHORITY AND
POWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE THEREOF AND JUDGMENT MAY BE
CONFESSED FROM TIME TO TIME HEREUNDER AS FGI MAY DETERMINE.
(B)
GUARANTOR, BEING FULLY AWARE OF THE RIGHT TO
NOTICE AND A HEARING CONCERNING THE VALIDITY OF ANY AND ALL CLAIMS THAT MAY BE
ASSERTED AGAINST GUARANTOR BY FGI BEFORE A JUDGMENT CAN BE ENTERED HEREUNDER OR
BEFORE EXECUTION MAY BE LEVIED ON SUCH JUDGMENT AGAINST ANY AND ALL PROPERTY OF
5
GUARANTOR, HEREBY KNOWINGLY, VOLUNTARILY AND UNCONDITIONALLY WAIVES THESE RIGHTS
AND AGREES AND CONSENTS TO JUDGMENT BEING ENTERED BY CONFESSION IN ACCORDANCE
WITH THE TERMS HEREOF AND EXECUTION BEING LEVIED ON SUCH JUDGMENT AGAINST ANY
AND ALL PROPERTY OF GUARANTOR, IN EACH CASE WITHOUT FIRST GIVING NOTICE AND THE
OPPORTUNITY TO BE HEARD ON THE VALIDITY OF THE CLAIM OR CLAIMS UPON WHICH SUCH
JUDGMENT IS ENTERED.
16.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
SHALL (A) BE LEGALLY BINDING UPON GUARANTOR, AND GUARANTOR'S SUCCESSORS AND
ASSIGNS, PROVIDED THAT GUARANTOR'S OBLIGATIONS HEREUNDER MAY NOT BE DELEGATED OR
ASSIGNED WITHOUT FGI'S PRIOR WRITTEN CONSENT AND (B) BENEFIT ANY AND ALL OF
FGI'S SUCCESSORS AND ASSIGNS.
FGI MAY ASSIGN ITS RIGHTS UNDER THIS AGREEMENT
WITHOUT NOTICE TO OR CONSENT FROM GUARANTOR.
17.
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE
CORGENIX UK AGREEMENT EMBODY THE WHOLE AGREEMENT AND UNDERSTANDING OF THE
PARTIES HERETO RELATIVE TO THE SUBJECT MATTER HEREOF.
NO MODIFICATION OR WAIVER
OF ANY PROVISION HEREOF SHALL BE ENFORCEABLE UNLESS APPROVED BY FGI IN WRITING.
18.
GOVERNING LAW, SUBMISSION TO JURISDICTION
AND JURY TRIAL.
THIS AGREEMENT, AND ALL MATTERS ARISING HEREUNDER OR RELATING
HERETO,
SHALL IN ALL RESPECTS BE INTERPRETED, CONSTRUED AND GOVERNED BY THE
SUBSTANTIVE LAWS OF THE STATE OF NEW YORK.
GUARANTOR IRREVOCABLY KNOWINGLY AND
VOLUNTARILY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE
OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK FOR THE PURPOSES OF ANY LITIGATION OR PROCEEDING HEREUNDER OR
CONCERNING THE TERMS HEREOF AND (II)
WAIVES THE RIGHT TO A JURY TRIAL WITH