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 GUARANTOR