AND ALL PAYMENTS AND PROCEEDS
OF ANY PROPERTY OF ANY PERSON SECURING ANY OR ALL OF THE OBLIGATIONS RECEIVED BY
FGI AT ANY TIME AGAINST THE OBLIGATIONS IN ANY ORDER AS FGI MAY DETERMINE; ALL
OF THE FOREGOING IN SUCH MANNER AND UPON SUCH TERMS AS FGI MAY SEE FIT, AND
WITHOUT NOTICE TO OR FURTHER CONSENT FROM GUARANTOR, WHO HEREBY AGREES TO BE AND
SHALL REMAIN BOUND UPON THIS AGREEMENT NOTWITHSTANDING ANY SUCH ACTION ON FGI'S
PART.
5.
SCOPE OF GUARANTY.
THE AGREEMENT IS AN
AGREEMENT OF SURETYSHIP AND A GUARANTY OF PAYMENT AND NOT OF COLLECTION.
THE
LIABILITY OF GUARANTOR HEREUNDER IS ABSOLUTE, PRIMARY, UNLIMITED AND
UNCONDITIONAL AND SHALL NOT BE REDUCED, IMPAIRED OR AFFECTED IN ANY WAY BY
REASON OF (A) ANY FAILURE TO OBTAIN, RETAIN OR PRESERVE, OR THE LACK OF PRIOR
ENFORCEMENT OF, ANY RIGHTS AGAINST ANY PERSON OR PERSONS LIABLE FOR THE
OBLIGATIONS (INCLUDING CLIENT AND GUARANTOR) OR IN ANY PROPERTY, (B) THE
INVALIDITY, UNENFORCEABILITY OR VOIDABILITY OF ANY OBLIGATIONS OR ANY LIENS OR
RIGHTS IN ANY PROPERTY PLEDGED BY ANY PERSON OR PERSONS, (C) ANY DELAY IN MAKING
DEMAND UPON CLIENT OR ANY DELAY IN ENFORCING, OR ANY FAILURE TO ENFORCE, ANY
RIGHTS AGAINST CLIENT OR ANY OTHER PERSON OR PERSONS LIABLE FOR ANY OR ALL OF
THE OBLIGATIONS OR IN ANY PROPERTY PLEDGED BY ANY PERSON OR PERSONS, EVEN IF
SUCH RIGHTS ARE THEREBY LOST, (D) ANY FAILURE, NEGLECT OR OMISSION ON FGI'S PART
TO OBTAIN, PERFECT OR CONTINUE ANY LIEN UPON, PROTECT, EXERCISE RIGHTS AGAINST,
OR REALIZE ON, ANY PROPERTY OF CLIENT, GUARANTOR OR ANY OTHER PARTY SECURING THE
OBLIGATIONS, (E) THE EXISTENCE OR NONEXISTENCE OF ANY DEFENSES WHICH MAY BE
AVAILABLE TO THE CLIENT WITH RESPECT TO THE OBLIGATIONS, (F) THE GRANTING OF ANY
WAIVER OR FORBEARANCE AT ANY TIME AND FOR ANY PERIOD WITH RESPECT TO ANY
PERFORMANCE BY CLIENT OR ANY TERMINATION EVENT(S) UNDER THE CORGENIX UK
AGREEMENT, (G) THE COMMENCEMENT OF ANY BANKRUPTCY, REORGANIZATION, LIQUIDATION,
DISSOLUTION OR RECEIVERSHIP PROCEEDING OR CASE FILED BY OR AGAINST CLIENT OR ANY
GUARANTOR OR (H) ANY OTHER FACT, EVENT, CONDITION OR OMISSION WHICH MAY GIVE
RISE TO A SURETYSHIP DEFENSE. GUARANTOR PROMISES AND UNDERTAKES TO MAKE ALL
PAYMENTS HEREUNDER FREE AND CLEAR OF ANY DEDUCTION, OFFSET, DEFENSE, CLAIM OR
COUNTERCLAIM OF ANY KIND.
6.
REINSTATEMENT.
IF ANY OR ALL PAYMENTS
OR PROCEEDS OF PROPERTY SECURING ANY OR ALL OF THE OBLIGATIONS MADE FROM TIME TO
TIME TO FGI WITH RESPECT TO ANY OBLIGATION HEREBY GUARANTEED ARE AT ANY TIME
RECOVERED FROM, OR REPAID BY, FGI IN WHOLE OR IN PART IN ANY BANKRUPTCY,
REORGANIZATION, RECEIVERSHIP, INSOLVENCY OR SIMILAR CASE OR PROCEEDING
INSTITUTED BY OR AGAINST CLIENT, THIS AGREEMENT SHALL CONTINUE TO BE FULLY
APPLICABLE TO (OR, AS THE CASE MAY BE, REINSTATED TO BE APPLICABLE TO) SUCH
OBLIGATION TO THE SAME EXTENT AS IF THE RECOVERED OR REPAID PAYMENT(S) OR
PROCEEDS HAD NEVER BEEN ORIGINALLY PAID TO FGI.
7.
CUMULATIVE REMEDIES.
ALL RIGHTS AND
REMEDIES HEREUNDER AND UNDER THE CORGENIX UK