Common use of Absolute Liability Clause in Contracts

Absolute Liability. My liability under this Guarantee is absolute and unconditional. It will not be limited or reduced, nor will CIBC be responsible or owe any duty (as a fiduciary or otherwise) to me, nor will CIBC’s rights under this Guarantee be prejudiced, by the existence or occurrence (with or without my knowledge or consent) of any one or more of the following events: a) any termination, invalidity, unenforceability or release by CIBC of any of its rights against the Customer or against any other Person or of any Security; b) any increase, reduction, renewal, substitution or other change in, or discontinuance of, the terms relating to the Customer's Debts or to any credit extended by CIBC to the Customer; any agreement to any proposal or scheme of arrangement concerning, or granting any extensions of time or any other indulgences or concessions to, the Customer or any other Person; any taking or giving up of any Security; abstaining from taking, perfecting or registering any Security; allowing any Security to lapse (whether by failing to make or maintain any registration or otherwise); or any neglect or omission by CIBC in respect of, or in the course of, doing any of these things; c) accepting compositions from or granting releases or discharges to the Customer or any other Person, or any other dealing with the Customer or any other Person or with any Security that CIBC considers appropriate; d) any unenforceability or loss of or in respect of any Security held from time to time by CIBC from me, the Customer or any other Person, whether the loss is due to the means or timing of any registration, disposition or realization of any collateral that is the subject of that Security or otherwise due to CIBC’s fault or any other reason; e) the death of the Customer; any change in the Customer's name; or any reorganization (whether by way of amalgamation, merger, transfer, sale, lease or otherwise) of the Customer or the Customer's business; f) any change in my financial condition or that of the Customer or any other Guarantor (including insolvency and bankruptcy); g) if I am or the Customer is a corporation, any change of effective control, or if I am or the Customer is a partnership, a dissolution or any change in the membership; h) any event, whether or not attributable to CIBC, that may be considered to have caused or accelerated the bankruptcy or insolvency of the Customer or any Guarantor, or to have resulted in the initiation of any such proceedings; i) CIBC’s filing of any claim for payment with any administrator, provincial liquidator, conservator, trustee, receiver, custodian or other similar officer appointed for the Customer or for all or substantially all of the Customer's assets; j) any failure by CIBC to abide by any of the terms and conditions of CIBC’s agreements with, or to meet any of its obligations or duties owed to me, the Customer or any Person, or any breach of any duty (whether as a fiduciary or otherwise) that exists or is alleged to exist between CIBC and me, the Customer or any Person; k) any incapacity, disability, or lack or limitation of status or of the power of the Customer or of the Customer's directors; managers, officers, partners or agents; the discovery that the Customer is not or may not be a legal entity; or any irregularity, defect or informality in the incurring of any of the Customer's Debts; or l) any event whatsoever that might be a defence available to, or result in a reduction or discharge of, me, the Customer or any other Person in respect of either the Customer's Debts or my liability under this Guarantee. For greater certainty, I agree that CIBC may deal with me, the Customer and any other Person in any manner without affecting my liability under this guarantee.

Absolute Liability. My liability under this Guarantee is absolute and unconditional. It will not be limited or reduced, nor will CIBC be responsible or owe any duty (as a fiduciary or otherwise) to me, nor will CIBC’s 's rights under this Guarantee be prejudiced, by the existence or occurrence (with or without my knowledge or consent) of any one or more of the following events: (a) any termination, invalidity, unenforceability or release by CIBC of any of its rights against the Customer or against any other Person or of any Security; (b) any increase, reduction, renewal, substitution or other change in, or discontinuance of, the terms relating to the Customer's Debts or to any credit extended by CIBC to the Customer; any agreement to any proposal or scheme of arrangement concerning, or granting any extensions of time or any other indulgences or concessions to, the Customer or any other Person; any taking or giving up of any Security; abstaining from taking, perfecting or registering any Security; allowing any Security to lapse (whether by failing to make or maintain any registration or otherwise); or any neglect or omission by CIBC in respect of, or in the course of, doing any of these things; (c) accepting compositions from or granting releases or discharges to the Customer or any other Person, or any other dealing with the Customer or any other Person or with any Security that CIBC considers appropriate; (d) any unenforceability or loss of or in respect of any Security held from time to time by CIBC from me, the Customer or any other Person, whether the loss is due to the means or timing of any registration, disposition or realization of any collateral that is the subject of that Security or otherwise due to CIBC’s 's fault or any other reason; (e) the death of the Customer; any change in the Customer's name; or any reorganization (whether by way of amalgamation, merger, transfer, sale, lease or otherwise) of the Customer or the Customer's business; (f) any change in my financial condition or that of the Customer or any other Guarantor (including insolvency and bankruptcy); (g) if I am or the Customer is a corporation, any change of effective control, or if I am or the Customer is a partnership, a dissolution or any change in the membership; (h) any event, whether or not attributable to CIBC, that may be considered to have caused or accelerated the bankruptcy or insolvency of the Customer or any Guarantor, or to have resulted in the initiation of any such proceedings; (i) CIBC’s 's filing of any claim for payment with any administrator, provincial provisional liquidator, conservator, trustee, receiver, custodian or other similar officer appointed for the Customer or for all or substantially all of the Customer's assets; (j) any failure by CIBC to abide by any of the terms and conditions of CIBC’s 's agreements with, or to meet any of its obligations or duties owed to to, me, the Customer or any Person, or any breach of any duty (whether as a fiduciary or otherwise) that exists or is alleged to exist between CIBC and me, the Customer or any Person; (k) any incapacity, disability, or lack or limitation of status or of the power of the Customer or of the Customer's directors; , managers, officers, partners or agents; the discovery that the Customer is not or may not be a legal entity; or any irregularity, defect or informality in the incurring of any of the Customer's Debts; or (l) any event whatsoever that might be a defence available to, or result in a reduction or discharge of, me, the Customer or any other Person in respect of either the Customer's Debts or my liability under this Guarantee. For greater certainty, I agree that CIBC may deal with me, the Customer and any other Person in any manner without affecting my liability under this guaranteeGuarantee.

Absolute Liability. My liability under this Guarantee is absolute and unconditional. It will not be limited or reduced, nor will CIBC Simplii Financial be responsible or owe any duty (as a fiduciary or otherwise) to me, nor will CIBCSimplii Financial’s rights under this Guarantee be prejudiced, by the existence or occurrence (with or without my knowledge or consent) of any one or more of the following events: a) any termination, invalidity, unenforceability or release by CIBC Simplii Financial of any of its rights against the Customer or against any other Person or of any Security; b) any increase, reduction, renewal, substitution or other change in, or discontinuance of, the terms relating to the Customer's Debts or to any credit extended by CIBC Simplii Financial to the Customer; any agreement to any proposal or scheme of arrangement concerning, or granting any extensions of time or any other indulgences or concessions to, the Customer or any other Person; any taking or giving up of any Security; abstaining from taking, perfecting or registering any Security; allowing any Security to lapse (whether by failing to make or maintain any registration or otherwise); or any neglect or omission by CIBC Simplii Financial in respect of, or in the course of, doing any of these things; c) accepting compositions from or granting releases or discharges to the Customer or any other Person, or any other dealing with the Customer or any other Person or with any Security that CIBC Simplii Financial considers appropriate; d) any unenforceability or loss of or in respect of any Security held from time to time by CIBC Simplii Financial from me, the Customer or any other Person, whether the loss is due to the means or timing of any registration, disposition or realization of any collateral that is the subject of that Security or otherwise due to CIBCSimplii Financial’s fault or any other reason; e) the death of the Customer; any change in the Customer's name; or any reorganization (whether by way of amalgamation, merger, transfer, sale, lease or otherwise) of the Customer or the Customer's business; f) any change in my financial condition or that of the Customer or any other Guarantor (including insolvency and bankruptcy); g) if I am or the Customer is a corporation, any change of effective control, or if I am or the Customer is a partnership, a dissolution or any change in the membership; h) any event, whether or not attributable to CIBCSimplii Financial, that may be considered to have caused or accelerated the bankruptcy or insolvency of the Customer or any Guarantor, or to have resulted in the initiation of any such proceedings; i) CIBCSimplii Financial’s filing of any claim for payment with any administrator, provincial liquidator, conservator, trustee, receiver, custodian or other similar officer appointed for the Customer or for all or substantially all of the Customer's assets; j) any failure by CIBC Simplii Financial to abide by any of the terms and conditions of CIBCSimplii Financial’s agreements with, or to meet any of its obligations or duties owed to me, the Customer or any Person, or any breach of any duty (whether as a fiduciary or otherwise) that exists or is alleged to exist between CIBC Simplii Financial and me, the Customer or any Person; k) any incapacity, disability, or lack or limitation of status or of the power of the Customer or of the Customer's directors; managers, officers, partners or agents; the discovery that the Customer is not or may not be a legal entity; or any irregularity, defect or informality in the incurring of any of the Customer's Debts; or l) any event whatsoever that might be a defence available to, or result in a reduction or discharge of, me, the Customer or any other Person in respect of either the Customer's Debts or my liability under this Guarantee. For greater certainty, I agree that CIBC Simplii Financial may deal with me, the Customer and any other Person in any manner without affecting my liability under this guarantee.

Absolute Liability. My liability under this Guarantee is absolute and unconditional. It will not be limited or reduced, nor will CIBC CMI be responsible or owe any duty (as a fiduciary or otherwise) to me, nor will CIBCCMI’s rights under this Guarantee be prejudiced, by the existence or of occurrence (with or without my knowledge or consent) of any one or more of the following events: (a) any termination, invalidityvalidity, unenforceability or release by CIBC CMI of any of its rights against the Customer or against any other Person or of any Security; (b) any increase, reduction, renewal, substitution or other change in, or discontinuance of, the terms relating to the Customer's ’s Debts or to any credit extended by CIBC CMI to the Customer; any agreement to any proposal or scheme of arrangement concerning, or granting any extensions of time or any other indulgences or concessions to, the Customer or any other Person; any taking or giving up of any Security; abstaining from taking, perfecting or registering any Security; allowing any Security to lapse (whether by failing to make or maintain any registration or otherwise); or any neglect or omission by CIBC CMI in respect of, or in the course of, doing any of these things; (c) accepting compositions from or granting releases or discharges to the Customer or any other Person, or any other dealing with the Customer or any other Person or with any Security that CIBC CMI considers appropriate; (d) any unenforceability or loss of or in respect of any Security held from time to time by CIBC CMI from me, the Customer or any other Person, whether the loss is due to the means or timing of any registration, disposition or realization of any collateral that is the subject of that Security or otherwise due to CIBCCMI’s fault or any other reason; (e) the death of the Customer; , any change in the Customer's ’s name; or any reorganization (whether by way of amalgamation, merger, transfertransfer , sale, lease or otherwise) of the Customer or the Customer's ’s business; (f) any change in my financial condition or that of the Customer or any other Guarantor (including insolvency and bankruptcy); (g) if I am or the Customer is a corporation, any change of effective control, or if I am or the Customer is a partnership, a dissolution or any change in the membership; (h) any event, whether or not attributable to CIBCCMI, that may be considered to have caused or accelerated the bankruptcy or insolvency of the Customer or any Guarantor, or to have resulted in the initiation of any such proceedings; (i) CIBCCMI’s filing of any claim for payment with any administrator, provincial provisional liquidator, conservator, trustee, receiver, receiver custodian or other similar officer appointed for the Customer or for all or substantially all of the Customer's ’s assets; (j) any failure by CIBC CMI to abide by any of the terms and conditions of CIBCCMI’s agreements with, or to meet any of its obligations or duties owed to to, me, the Customer or any Person, or any breach of any duty (whether as a fiduciary or otherwise) that exists or is alleged to exist between CIBC CMI and me, the Customer or any Person; (k) any incapacity, disability, or lack or limitation of status or of the power of the Customer or of the Customer's ’s directors; , managers, officers, officers partners or agents; the discovery that the Customer is not or may not be a legal entity; or any irregularity, defect or informality in the incurring of any of the Customer's ’s Debts; or (l) any event whatsoever that might be a defence available to, or result in a reduction or discharge of, me, the Customer or any other Person in respect of either the Customer's ’s Debts or my liability under this Guarantee. For greater certainty, I agree that CIBC CMI may deal with me, the Customer and any other Person in any manner without affecting my liability under this guaranteeGuarantee.

Absolute Liability. My liability under this Guarantee is absolute and unconditional. It will not be limited or reduced, nor will CIBC Simplii Financial be responsible or owe any duty (as a fiduciary or otherwise) to me, nor will CIBCSimplii Financial’s rights under this Guarantee be prejudiced, by the existence or occurrence (with or without my knowledge or consent) of any one or more of the following events: a) any termination, invalidity, unenforceability or release by CIBC Simplii Financial of any of its rights against the Customer or against any other Person or of any Security; b) any increase, reduction, renewal, substitution or other change in, or discontinuance of, the terms relating to the Customer's Debts or to any credit extended by CIBC Simplii Financial to the Customer; any agreement to any proposal or scheme of arrangement concerning, or granting any extensions of time or any other indulgences or concessions to, the Customer or any other Person; any taking or giving up of any Security; abstaining from taking, perfecting or registering any Security; allowing any Security to lapse (whether by failing to make or maintain any registration or otherwise); or any neglect or omission by CIBC Simplii Financial in respect of, or in the course of, doing any of these things; c) accepting compositions from or granting releases or discharges to the Customer or any other Person, or any other dealing with the Customer or any other Person or with any Security that CIBC Simplii Financial considers appropriate; d) any unenforceability or loss of or in respect of any Security held from time to time by CIBC Simplii Financial from me, the Customer or any other Person, whether the loss is due to the means or timing of any registration, disposition or realization of any collateral that is the subject of that Security or otherwise due to CIBCSimplii Financial’s fault or any other reasonotherreason; e) the death of the Customer; any change in the Customer's name; or any reorganization (whether by way of amalgamation, merger, transfer, sale, lease or otherwise) of the Customer or the Customer's business; f) any change in my financial condition or that of the Customer or any other Guarantor (including insolvency and bankruptcyandbankruptcy); g) if I am or the Customer is a corporation, any change of effective control, or if I am or the Customer is a partnership, a dissolution or any change in the membership; h) any event, whether or not attributable to CIBCSimplii Financial, that may be considered to have caused or accelerated the bankruptcy or insolvency of the Customer or any Guarantor, or to have resulted in the initiation of any such proceedings; i) CIBCSimplii Financial’s filing of any claim for payment with any administrator, provincial liquidator, conservator, trustee, receiver, custodian or other similar officer appointed for the Customer or for all or substantially all of the Customer's assetsCustomer'sassets; j) any failure by CIBC Simplii Financial to abide by any of the terms and conditions of CIBCSimplii Financial’s agreements with, or to meet any of its obligations or duties owed to me, the Customer or any Person, or any breach of any duty (whether as a fiduciary or otherwise) that exists or is alleged to exist between CIBC Simplii Financial and me, the Customer or any Person; k) any incapacity, disability, or lack or limitation of status or of the power of the Customer or of the Customer's directors; managers, officers, partners or agents; the discovery that the Customer is not or may not be a legal entity; or any irregularity, defect or informality in the incurring of any of the Customer's Debts; or l) any event whatsoever that might be (i) a defence available to, or result in a reduction or discharge of the liability of, me, the Customer or any other Person in respect of either the Customer's Debts ’s Debts, or my (ii) a defence available to, or result in a reduction or discharge of the liability under of, me or any other Person in respect of this Guarantee. For greater certainty, I agree that CIBC Simplii Financial may deal with me, the Customer and any other Person in any manner without affecting my liability under this guarantee.

Absolute Liability. My The Guarantor's liability under this Guarantee is absolute and unconditional. It will not be limited or reduced, nor will CIBC the Lenders be responsible or owe any duty (as a fiduciary or otherwise) to methe Guarantor, nor will CIBC’s the Lender's rights under this Guarantee be prejudiced, by the existence or occurrence (with or without my the knowledge or consentconsent of the Guarantor) of any one or more of the following events: (a) any termination, invalidity, unenforceability or release by CIBC any Lender of any of its rights against the Customer Borrower or against any other Person or of any Security; (b) any increase, reduction, renewal, substitution or other change in, or discontinuance of, the terms relating to the Customer's Debts Obligations or to any credit extended by CIBC the Lenders to the CustomerBorrower; any agreement to any proposal or scheme of arrangement concerning, or granting any extensions of time or any other indulgences or concessions to, the Customer Borrower or any other Person; any taking or giving up of any Security; abstaining from taking, perfecting or registering any Security; allowing any Security to or lapse (whether by failing to make or maintain any registration or otherwise); or any neglect or omission by CIBC any Lender in respect of, or in the course of, doing going any of these things; (c) accepting compositions from or granting releases or discharges to the Customer Borrower or any other Person, or any other dealing with the Customer Borrower or any other Person or with any Security that CIBC considers the Lenders consider appropriate; (d) any unenforceability or loss of or in respect of any Security held from time to time by CIBC the Agent from methe Guarantor, the Customer Borrower or any other Person, whether the loss is due to the means or timing of any registration, disposition or realization of any collateral that is the subject of that Security or otherwise due to CIBC’s any Lenders fault or any other reason; (e) the death of the Customer; any change in the CustomerBorrower's name; or any reorganization (whether by way of amalgamation, merger, transfer, sale, lease or otherwise) of the Customer Borrower or the CustomerBorrower's business; (f) any change in my the Guarantor's financial condition or that of the Customer Borrower or any other Guarantor guarantor (including insolvency and bankruptcy); (g) if I am or the Customer is a corporation, any change of effective control, or if I am or the Customer is a partnership, a dissolution or any change in the membership; h) any event, whether or not attributable to CIBCany Lender, that may be considered to have caused or accelerated the bankruptcy or insolvency of the Customer Borrower or any Guarantorguarantor, or to have resulted in the initiation of any such proceedings; i(h) CIBC’s the Lenders' filing of any claim for payment with any administrator, provincial provisional liquidator, conservator, trustee, receiver, custodian or other similar officer appointed for the Customer Borrower or for all or substantially all of the CustomerBorrower's assets; j(i) any failure to the extent permitted by CIBC to abide by any of the terms and conditions of CIBC’s agreements withapplicable law, or to meet any of its obligations or duties owed to me, the Customer or any Person, or any breach of any duty (whether as a fiduciary or otherwise) that exists or is alleged to exist between CIBC and me, the Customer or any Person; k) any incapacity, disability, or lack or limitation of status or of the power of the Customer or of the CustomerBorrower's directors; , managers, officers, partners or agents; the discovery that the Customer Borrower is not or may not be a legal entity; or any irregularity, defect or informality in the incurring of any of the Customer's DebtsObligations; or l(j) any event whatsoever that might be a defence available to, or result in a reduction or discharge of, methe Guarantor, the Customer Borrower or any other Person in respect of either the CustomerObligations or the Guarantor's Debts or my liability under this Guarantee. For greater certainty, I agree the Guarantor agrees that CIBC the Agent and Lenders may deal with methe Guarantor, the Customer Borrower and any other Person in any manner without affecting my the Guarantor's liability under this guaranteeGuarantee.

Absolute Liability. My liability under this Guarantee is absolute and unconditional. It will not be limited or reduced, nor will CIBC be responsible or owe any duty (as a fiduciary or otherwise) to me, nor will CIBC’s 's rights under this Guarantee be prejudiced, by the existence or occurrence (with or without my knowledge or consent) of any one or more of the following events: (a) any termination, invalidity, unenforceability or release by CIBC of any of its rights against the Customer or against any other Person or of any Security; (b) any increase, reduction, renewal, substitution or other change in, or discontinuance of, the terms relating to the Customer's Debts or to any credit extended by CIBC to the Customer; any agreement to any proposal or scheme of or arrangement concerning, or granting any extensions of time or any other indulgences or concessions to, the Customer or any other Person; any taking or giving up of any Security; abstaining from taking, perfecting or registering any Security; allowing any Security to lapse (whether by failing to make or maintain any registration or otherwise); or any neglect or omission by CIBC in respect of, or in the course of, doing any of these things; (c) accepting compositions from or granting releases or discharges to the Customer or any other Person, or any other dealing with the Customer or any other Person or with any Security that CIBC considers appropriate; (d) any unenforceability or loss of or in respect of any Security held from time to time by CIBC from me, the Customer or any other Person, whether the loss is due to the means or timing of any registration, disposition or realization of any collateral that is the subject of that Security or otherwise due to CIBC’s 's fault or any other reason; (e) the death of the Customer; any change in the Customer's name; or any reorganization (whether by way of amalgamation, merger, transfer, sale, lease or otherwise) of the Customer or the Customer's business; (f) any change in my financial condition or that of the Customer or any other Guarantor (including insolvency and bankruptcy); (g) if I am or the Customer is a corporation, any change of effective control, or if I am or the Customer customer is a partnership, a dissolution or any change in the membership; (h) any event, whether or not attributable to CIBC, that may be considered to have caused or accelerated the bankruptcy or insolvency of or the Customer or any Guarantor, or to have resulted in the initiation of any such proceedings; (i) CIBC’s 's filing of any claim for payment with any administrator, provincial provisional liquidator, conservator, trustee, receiver, custodian or other similar officer appointed for the Customer or for all or substantially all of the Customer's assets; (j) any failure by CIBC to abide by any of the terms and conditions of CIBC’s 's agreements with, or to meet any of its obligations or duties owed to to, me, the Customer or any Person, or any breach of any duty (whether as a fiduciary or otherwise) that exists or is alleged to exist between CIBC and me, the Customer or any Person; (k) any incapacity, disability, or lack or limitation of status or of the power of the Customer or of the Customer's directors; , managers, officers, partners or agents; the discovery that the Customer is not or may not be a legal entity; or any irregularity, defect or informality in the incurring of any of the Customer's Debts; or (l) any event whatsoever that might be a defence available to, or result in a reduction or discharge of, me, the Customer or any other Person in respect of either the Customer's Debts or my liability under this Guarantee. For greater certainty, I agree that CIBC may deal with me, the Customer and any other Person in any manner without affecting my liability under this guaranteeGuarantee.

Absolute Liability. My liability under this Guarantee is absolute and unconditional. It will not be limited or reduced, nor will CIBC Simplii Financial be responsible or owe any duty (as a fiduciary or otherwise) to me, nor will CIBCSimplii Financial’s rights under this Guarantee be prejudiced, by the existence or occurrence (with or without my knowledge or consent) of any one or more of the following events: a) any termination, invalidity, unenforceability or release by CIBC Simplii Financial of any of its rights against the Customer or against any other Person or of any Security; b) any increase, reduction, renewal, substitution or other change in, or discontinuance of, the terms relating to the Customer's Debts or to any credit extended by CIBC Simplii Financial to the Customer; any agreement to any proposal or scheme of arrangement concerning, or granting any extensions of time or any other indulgences or concessions to, the Customer or any other Person; any taking or giving up of any Security; abstaining from taking, perfecting or registering any Security; allowing any Security to lapse (whether by failing to make or maintain any registration or otherwise); or any neglect or omission by CIBC Simplii Financial in respect of, or in the course of, doing any of these things; c) accepting compositions from or granting releases or discharges to the Customer or any other Person, or any other dealing with the Customer or any other Person or with any Security that CIBC Simplii Financial considers appropriate; d) any unenforceability or loss of or in respect of any Security held from time to time by CIBC Simplii Financial from me, the Customer or any other Person, whether the loss is due to the means or timing of any registration, disposition or realization of any collateral that is the subject of that Security or otherwise due to CIBCSimplii Financial’s fault or any other reason; e) the death of the Customer; any change in the Customer's name; or any reorganization (whether by way of amalgamation, merger, transfer, sale, lease or otherwise) of the Customer or the Customer's business; f) any change in my financial condition or that of the Customer or any other Guarantor (including insolvency and bankruptcy); g) if I am or the Customer is a corporation, any change of effective control, or if I am or the Customer is a partnership, a dissolution or any change in the membership; h) any event, whether or not attributable to CIBCSimplii Financial, that may be considered to have caused or accelerated the bankruptcy or insolvency of the Customer or any Guarantor, or to have resulted in the initiation of any such proceedings; i) CIBCSimplii Financial’s filing of any claim for payment with any administrator, provincial liquidator, conservator, trustee, receiver, custodian or other similar officer appointed for the Customer or for all or substantially all of the Customer's assets; j) any failure by CIBC Simplii Financial to abide by any of the terms and conditions of CIBCSimplii Financial’s agreements with, or to meet any of its obligations or duties owed to me, the Customer or any Person, or any breach of any duty (whether as a fiduciary or otherwise) that exists or is alleged to exist between CIBC Simplii Financial and me, the Customer or any Person; k) any incapacity, disability, or lack or limitation of status or of the power of the Customer or of the Customer's directors; managers, officers, partners or agents; the discovery that the Customer is not or may not be a legal entity; or any irregularity, defect or informality in the incurring of any of the Customer's Debts; or l) any event whatsoever that might be (i) a defence available to, or result in a reduction or discharge of the liability of, me, the Customer or any other Person in respect of either the Customer's Debts ’s Debts, or my (ii) a defence available to, or result in a reduction or discharge of the liability under of, me or any other Person in respect of this Guarantee. For greater certainty, I agree that CIBC Simplii Financial may deal with me, the Customer and any other Person in any manner without affecting my liability under this guarantee.

Absolute Liability. My liability under this Guarantee is absolute and unconditional. It will not be limited or reduced, nor will CIBC be responsible or owe any duty (as a fiduciary or otherwise) to me, nor will CIBC’s 's rights under this Guarantee be prejudiced, by the existence or occurrence (with or without my knowledge or consent) of any one or more of the following events: (a) any termination, invalidity, unenforceability or release by CIBC of any of its rights against the Customer or against any other Person or of any Security; (b) any increase, reduction, renewal, substitution or other change in, or discontinuance of, the terms relating to the Customer's Debts or to any credit extended by CIBC to the Customer; any agreement to any proposal or scheme of arrangement concerning, or granting any extensions of time or any other indulgences or concessions to, the Customer or any other Person; any taking or giving up of any Security; abstaining from taking, perfecting or registering any Security; allowing any Security to lapse (whether by failing to make or maintain any registration or otherwise); or any neglect or omission by CIBC in respect of, or in the course of, doing any of these things; (c) accepting compositions from or granting releases or discharges to the Customer or any other Person, or any other dealing with the Customer or any other Person or with any Security that CIBC considers appropriate; (d) any unenforceability or loss of or in respect of any Security held from time to time by CIBC from me, the Customer or any other Person, whether the loss is due to the means or timing of any registration, disposition or realization of any collateral that is the subject of that Security or otherwise due to CIBC’s 's fault or any other reason; (e) the death of the Customer; any change in the Customer's name; or any reorganization (whether by way of amalgamation, merger, transfer, sale, lease or otherwise) of the Customer or the Customer's business; (f) any change in my financial condition or that of the Customer or any other Guarantor (including insolvency and bankruptcy); (g) if I am or the Customer is a corporation, any change of effective control, or if I am or the Customer is a partnership, a dissolution or any change in the membership; (h) any event, whether or not attributable to CIBC, that may be considered to have caused or accelerated the bankruptcy or insolvency of the Customer or any Guarantor, or to have resulted in the initiation of any such proceedings; (i) CIBC’s 's filing of any claim for payment with any administrator, provincial provisional liquidator, conservator, trustee, receiver, custodian or other similar officer office appointed for the Customer or for all or substantially all of the Customer's assets; j) any failure by CIBC to abide by any of the terms and conditions of CIBC’s agreements with, or to meet any of its obligations or duties owed to me, the Customer or any Person, or any breach of any duty (whether as a fiduciary or otherwise) that exists or is alleged to exist between CIBC and me, the Customer or any Person; k) any incapacity, disability, or lack or limitation of status or of the power of the Customer or of the Customer's directors; , managers, officers, partners or agents; the discovery that the Customer is not or may not be a legal entity; or any irregularity, defect or informality in the incurring of any of the Customer's Debts; or (l) any event whatsoever that might be a defence available to, or result in a reduction or discharge of, me, the Customer or any other Person in respect of either the Customer's Debts or my liability under this Guarantee. For greater certainty, I agree that CIBC may deal with me, the Customer and any other Person in any manner without affecting my liability under this guaranteeGuarantee.

Absolute Liability. My liability under this Guarantee is absolute and unconditional. It will not be limited or reduced, nor will CIBC be responsible or owe any duty (as a fiduciary or otherwise) to me, nor will CIBC’s 's rights under this Guarantee be prejudiced, by the existence or occurrence (with or without my knowledge or consent) of any one or more of the following events: (a) any termination, invalidity, unenforceability or release by CIBC of any of its rights against the Customer or against any other Person or of any Security; (b) any increase, reduction, renewal, substitution or other change in, or discontinuance of, the terms relating to the Customer's Debts or to any credit extended by CIBC to the Customer; any agreement to any proposal or scheme of arrangement concerning, or granting any extensions of time or any other indulgences or concessions to, the Customer or any other Person; any taking or giving up of any Security; abstaining from taking, perfecting or registering any Security; allowing any Security to lapse (whether by failing to make or maintain any registration or otherwise); or any neglect or omission by CIBC in respect of, or in the course of, doing any of these things; (c) accepting compositions from or granting releases or discharges to the Customer or any other Person, or any other dealing with the Customer or any other Person or with any Security that CIBC considers appropriate; (d) any unenforceability or loss of or in respect of any Security held from time to time by CIBC from me, the Customer or any other Person, whether the loss is due to the means or timing of any registration, disposition or realization of any collateral that is the subject of that Security or otherwise due to CIBC’s 's fault or any other reason; (e) the death of the Customer; any change in the Customer's name; or any reorganization (whether by way of amalgamation, merger, transfer, sale, lease or otherwise) of the Customer or the Customer's business; ; (f) any change in my financial condition or that of the Customer or any other Guarantor (including insolvency and bankruptcy); g) if I am or the Customer is a corporation, any change of effective control, or if I am or the Customer is a partnership, a dissolution or any change in the membership; h) any event, whether or not attributable to CIBC, that may be considered to have caused or accelerated the bankruptcy or insolvency of the Customer or any Guarantor, or to have resulted in the initiation of any such proceedings; i) CIBC’s filing of any claim for payment with any administrator, provincial liquidator, conservator, trustee, receiver, custodian or other similar officer appointed for the Customer or for all or substantially all of the Customer's assets; j) any failure by CIBC to abide by any of the terms and conditions of CIBC’s agreements with, or to meet any of its obligations or duties owed to me, the Customer or any Person, or any breach of any duty (whether as a fiduciary or otherwise) that exists or is alleged to exist between CIBC and me, the Customer or any Person; k) any incapacity, disability, or lack or limitation of status or of the power of the Customer or of the Customer's directors; managers, officers, partners or agents; the discovery that the Customer is not or may not be a legal entity; or any irregularity, defect or informality in the incurring of any of the Customer's Debts; or l) any event whatsoever that might be a defence available to, or result in a reduction or discharge of, me, the Customer or any other Person in respect of either the Customer's Debts or my liability under this Guarantee. For greater certainty, I agree that CIBC may deal with me, the Customer and any other Person in any manner without affecting my liability under this guarantee.

Absolute Liability. My 3.1. The liability of the Guarantor under this Guarantee is absolute and unconditional. It will not be limited or reduced, nor will CIBC the Vendors be responsible or owe any duty (as a fiduciary or otherwise) to methe Guarantor, nor will CIBC’s the Vendors rights under this Guarantee be prejudiced, by the existence or occurrence (with or without my the Guarantor's knowledge or consent) of any one or more of the following events: (a) any termination, invalidity, unenforceability or release by CIBC of the Vendors or any of its their rights against the Customer Company or against any other Person person or of any Securitysecurity; (b) any increase, reduction, renewal, substitution or other change in, or discontinuance of, the terms relating to the CustomerCompany's Debts or to any credit extended by CIBC the Vendors to the CustomerCompany; any agreement to any proposal or scheme of arrangement concerning, or granting any extensions of time or any other indulgences or concessions to, the Customer Company or any other Personperson; any taking or giving up of any Securitysecurity; abstaining from taking, perfecting perfecting, filing or registering any Securitysecurity; allowing any Security security to lapse (whether by failing to make or maintain any registration registration, filing or otherwise); or any neglect or omission by CIBC the Vendors in respect of, or in the course of, doing any of these things; (c) accepting compositions from compromises, arrangements or plans of reorganizations or granting releases or discharges to the Customer Company or any other Personperson, or any other dealing with the Customer Company or any other Person person or with any Security security that CIBC considers the Vendors consider appropriate; (d) any unenforceability or loss of or in respect of the Note or any Security security held from time to time by CIBC the Vendors from methe undersigned, the Customer Company or any other Personperson, whether the loss is due to the means or timing of any registration, disposition or realization of any collateral that is the subject of that Security security or otherwise due to CIBC’s the Vendors fault or any other reason; (e) the death of the Customer; any change in the CustomerCompany's name; or any reorganization (whether by way of amalgamation, merger, transfer, sale, sale lease or otherwise) of the Customer Company or the CustomerCompany's business; (f) any change in my the Company's financial condition or that of the Customer Company or any other Guarantor guarantor (including insolvency and bankruptcy); (g) if I am or the Customer is a corporation, any change of effective control, or if I am or control of the Customer is a partnership, a dissolution or any change in the membershipCompany; (h) any event, whether or not attributable to CIBCthe Vendors, that may be considered to have caused or accelerated the bankruptcy or insolvency of the Customer Company or any Guarantor, or to have resulted in the initiation of any such proceedings; (i) CIBC’s The Vendors filing of any claim for payment with any administrator, provincial provisional liquidator, conservator, trustee, receiver, custodian or other similar officer appointed for the Customer Company or for all or substantially all of the CustomerCompany's assets; (j) any failure by CIBC the Vendors to abide by any of the terms and conditions of CIBC’s the Vendors agreements with, or to meet any of its obligations or duties owed to meto, the Customer Company or any Personperson, or any breach of any duty (whether as a fiduciary or otherwise) that exists or is alleged to exist between CIBC the Vendors and methe Guarantor, the Customer Company or any Personperson; (k) any incapacity, disability, or lack or limitation of status or of the power of the Customer Company or of the CustomerCompany's directors; , managers, officers, partners or agents; the discovery that the Customer Company is not or may not be a legal entity; or any irregularity, defect or informality in the incurring of any of the CustomerCompany's Debts; or; (l) any event whatsoever that might be a defence available to, or result in a reduction or discharge of, methe Guarantor, the Customer Company or any other Person person in respect of either the CustomerCompany's Debts or my the Guarantor's liability under this Guarantee; or (m) any amendment to any, some or all of the Note or any other security or agreements as between the Company and the Vendors . For greater certainty, the undersigned agrees that the Vendors may deal with the Guarantor, the Company and any other person in any manner without affecting the Guarantor's liability under this Guarantee. For greater certaintyAny claims by the Guarantor against the Vendors and its agents in respect of any of the foregoing matters or otherwise are hereby waived. 3.2. After all moneys payable by the Company to the Vendors including, I agree that CIBC may deal with mewithout limitation, amounts owing under the Customer Note, have been paid in full, this guarantee shall cease and any other Person in any manner without affecting my liability under this guaranteebecome null and void and the Vendors shall, at the request and at the expense of the Guarantor execute and deliver a release to the Guarantor.

Absolute Liability. My 3.1. The liability of the Guarantor under this Guarantee is absolute and unconditional. It will not be limited or reduced, nor will CIBC the Vendors be responsible or owe any duty (as a fiduciary or otherwise) to methe Guarantor, nor will CIBC’s the Vendors rights under this Guarantee be prejudiced, by the existence or occurrence (with or without my the Guarantor's knowledge or consent) of any one or more of the following events: (a) any termination, invalidity, unenforceability or release by CIBC of the Vendors or any of its their rights against the Customer Company or against any other Person person or of any Security; security; (b) any increase, reduction, renewal, substitution or other change in, or discontinuance of, the terms relating to the CustomerCompany's Debts or to any credit extended by CIBC the Vendors to the CustomerCompany; any agreement to any proposal or scheme of arrangement concerning, or granting any extensions of time or any other indulgences or concessions to, the Customer Company or any other Personperson; any taking or giving up of any Securitysecurity; abstaining from taking, perfecting perfecting, filing or registering any Securitysecurity; allowing any Security security to lapse (whether by failing to make or maintain any registration registration, filing or otherwise); or any neglect or omission by CIBC the Vendors in respect of, or in the course of, doing any of these things; ; (c) accepting compositions from compromises, arrangements or plans of reorganizations or granting releases or discharges to the Customer Company or any other Personperson, or any other dealing with the Customer Company or any other Person person or with any Security security that CIBC considers the Vendors consider appropriate; ; (d) any unenforceability or loss of or in respect of the Note or any Security security held from time to time by CIBC the Vendors from methe undersigned, the Customer Company or any other Personperson, whether the loss is due to the means or timing of any registration, disposition or realization of any collateral that is the subject of that Security security or otherwise due to CIBC’s the Vendors fault or any other reason; ; (e) the death of the Customer; any change in the CustomerCompany's name; or any reorganization (whether by way of amalgamation, merger, transfer, sale, sale lease or otherwise) of the Customer Company or the CustomerCompany's business; ; (f) any change in my the Company's financial condition or that of the Customer Company or any other Guarantor guarantor (including insolvency and bankruptcy); ; (g) if I am or the Customer is a corporation, any change of effective control, or if I am or control of the Customer is a partnership, a dissolution or any change in the membership; Company; (h) any event, whether or not attributable to CIBCthe Vendors, that may be considered to have caused or accelerated the bankruptcy or insolvency of the Customer Company or any Guarantor, or to have resulted in the initiation of any such proceedings; (i) CIBC’s The Vendors filing of any claim for payment with any administrator, provincial provisional liquidator, conservator, trustee, receiver, custodian or other similar officer appointed for the Customer Company or for all or substantially all of the CustomerCompany's assets; ; (j) any failure by CIBC the Vendors to abide by any of the terms and conditions of CIBC’s the Vendors agreements with, or to meet any of its obligations or duties owed to meto, the Customer Company or any Personperson, or any breach of any duty (whether as a fiduciary or otherwise) that exists or is alleged to exist between CIBC the Vendors and methe Guarantor, the Customer Company or any Person; person; (k) any incapacity, disability, or lack or limitation of status or of the power of the Customer Company or of the CustomerCompany's directors; , managers, officers, partners or agents; the discovery that the Customer Company is not or may not be a legal entity; or any irregularity, defect or informality in the incurring of any of the CustomerCompany's Debts; or (l) any event whatsoever that might be a defence available to, or result in a reduction or discharge of, methe Guarantor, the Customer Company or any other Person person in respect of either the CustomerCompany's Debts or my the Guarantor's liability under this Guarantee; or (m) any amendment to any, some or all of the Note or any other security or agreements as between the Company and the Vendors . For greater certainty, the undersigned agrees that the Vendors may deal with the Guarantor, the Company and any other person in any manner without affecting the Guarantor's liability under this Guarantee. For greater certaintyAny claims by the Guarantor against the Vendors and its agents in respect of any of the foregoing matters or otherwise are hereby waived. 3.2. After all moneys payable by the Company to the Vendors including, I agree that CIBC may deal with mewithout limitation, amounts owing under the Customer Note, have been paid in full, this guarantee shall cease and any other Person in any manner without affecting my liability under this guaranteebecome null and void and the Vendors shall, at the request and at the expense of the Guarantor execute and deliver a release to the Guarantor.