INCLUDING, WITHOUT LIMITATION, ITS RIGHT
FOLLOWING AN EVENT OF DEFAULT TO TAKE IMMEDIATE POSSESSION OF THE COLLATERAL AND
TO EXERCISE ITS RIGHTS WITH RESPECT THERETO. IN ADDITION, FGI SHALL HAVE AND MAY
EXERCISE ANY OR ALL OTHER RIGHTS AND REMEDIES IT MAY HAVE AVAILABLE AT LAW, IN
EQUITY, OR OTHERWISE. ALL OF FGI'S RIGHTS AND REMEDIES, WHETHER EVIDENCED BY
THIS AGREEMENT, THE CORGENIX UK AGREEMENT OR ANY OTHER WRITING, SHALL BE
CUMULATIVE AND MAY BE EXERCISED SINGULARLY OR CONCURRENTLY. ELECTION BY FGI TO
PURSUE ANY REMEDY SHALL NOT EXCLUDE PURSUIT OF ANY OTHER REMEDY, AND AN ELECTION
TO MAKE EXPENDITURES OR TO TAKE ACTION TO PERFORM AN OBLIGATION OF GUARANTOR
UNDER THIS AGREEMENT, AFTER GUARANTOR'S FAILURE TO PERFORM, SHALL NOT AFFECT
FGI'S RIGHT TO DECLARE A DEFAULT AND TO EXERCISE ITS REMEDIES.
9.
SUBROGATION.
ANY AND ALL RIGHTS OF ANY NATURE OF GUARANTOR TO
SUBROGATION, REIMBURSEMENT OR INDEMNITY AND ANY RIGHT OF GUARANTOR TO RECOURSE
TO ANY ASSETS OR PROPERTY OF, OR PAYMENT FROM, CLIENT OR ANY OTHER PERSON OR
PERSONS LIABLE FOR ANY OR ALL OF THE OBLIGATIONS AS A RESULT OF ANY PAYMENTS
MADE OR TO BE MADE HEREUNDER FOR ANY REASON SHALL BE UNCONDITIONALLY
SUBORDINATED TO ALL OF FGI'S RIGHTS UNDER THE CORGENIX UK AGREEMENT AND
GUARANTOR SHALL NOT AT ANY TIME EXERCISE ANY OF SUCH RIGHTS UNLESS AND UNTIL ALL
OF THE OBLIGATIONS HAVE BEEN UNCONDITIONALLY PAID IN FULL.
ANY PAYMENTS
RECEIVED BY GUARANTOR IN VIOLATION OF THIS SECTION 9 SHALL BE HELD IN TRUST FOR
AND IMMEDIATELY REMITTED TO FGI.
10.
FGI RECORDS.
FGI'S BOOKS AND RECORDS OF ANY AND ALL OF THE
OBLIGATIONS, ABSENT MANIFEST ERROR, SHALL BE PRIMA FACIE EVIDENCE AGAINST
GUARANTOR OF THE INDEBTEDNESS OWING OR TO
4
BECOME OWING TO FGI HEREUNDER.
11.
CONTINUING SURETY.
THIS AGREEMENT SHALL CONSTITUTE A CONTINUING
SURETY OBLIGATION WITH RESPECT TO ALL OBLIGATIONS FROM TIME TO TIME INCURRED OR
ARISING AND SHALL CONTINUE IN EFFECT UNTIL ALL OBLIGATIONS ARE INDEFEASIBLY PAID
AND SATISFIED AND THE LIABILITY OF GUARANTOR UNDER THIS AGREEMENT MAY NOT BE
REVOKED OR TERMINATED.
12.
SETOFF.
GUARANTOR AGREES THAT FGI SHALL HAVE A RIGHT OF SETOFF
AGAINST ANY AND ALL PROPERTY OF GUARANTOR NOW OR AT ANY TIME IN FGI'S
POSSESSION, INCLUDING WITHOUT LIMITATION DEPOSIT ACCOUNTS, AND THE PROCEEDS
THEREOF, AS SECURITY FOR THE OBLIGATIONS OF GUARANTOR HEREUNDER.
13.
ACCELERATION.
IF A TERMINATION EVENT OCCURS AND IS CONTINUING
UNDER THE CORGENIX UK AGREEMENT, THEN ALL OF GUARANTOR'S LIABILITIES OF EVERY
KIND OR NATURE TO FGI HEREUNDER SHALL, AT FGI'S OPTION, BECOME IMMEDIATELY DUE
AND PAYABLE AND FGI MAY AT ANY TIME AND FROM TIME TO TIME, AT FGI'S OPTION
(REGARDLESS OF WHETHER THE LIABILITY OF CLIENT OR ANY OTHER PERSON OR PERSONS
LIABLE FOR ANY OR ALL OF THE OBLIGATIONS HAS MATURED OR MAY THEN BE ENFORCED),
TAKE ANY AND/OR ALL ACTIONS AND ENFORCE ALL RIGHTS AND REMEDIES AVAILABLE
HEREUNDER OR UNDER APPLICABLE LAW TO COLLECT GUARANTOR'S LIABILITIES HEREUNDER.
14.
ENFORCEMENT TIMING.
FAILURE OR DELAY IN EXERCISING ANY RIGHT OR
REMEDY AGAINST