Nature of Guarantor's Liability. The liability of the Guarantor under this Guarantee is continuing, absolute and unconditional and will not be affected by any act, omission, event or circumstance that might constitute a legal or equitable defence to or a discharge, limitation or reduction of the liability of the Guarantor hereunder, other than as a result of the indefeasible payment in full of the Obligations, including: (a) the unenforceability of any of the Obligations for any reason, including as a result of the act of any governmental authority; (b) any irregularity, fraud, illegality, defect or lack of authority or formality in incurring the Obligations, notwithstanding any inquiry that may or may not have been made by the Lender; (c) failure of the Lender to comply with or perform any agreements relating to the Obligations; (d) any discontinuance, renewal, extension, increase, reduction or any other variance of any of the loans or credits made available to IRONWOOD by the Lender or any change to any of the terms thereof or any waiver by the Lender of any of the obligations of IRONWOOD thereunder; (e) the taking of or the failure by the Lender to take a guarantee from any other person; (f) any release, compromise, settlement or any other dealing with any person, including any other Guarantor; (g) the reorganization of IRONWOOD or its business (whether by amalgamation, merger, transfer, sale or otherwise); and in the case of an amalgamation or merger, the liability of the Guarantor shall apply to the Obligations of the resulting or continuing entity and the term “Customer” shall include such resulting or continuing entity; (h) the current financial condition of IRONWOOD and any change in IRONWOOD’s financial condition; (i) any change in control or ownership of IRONWOOD, or if IRONWOOD is a general or limited partnership, any change in the membership of that partnership or other entity; (j) any change in the name, articles or other constating documents of IRONWOOD, or its objects, business or capital structure; (k) the bankruptcy, winding-up, dissolution, liquidation or insolvency of IRONWOOD or any proceedings being taken by or against IRONWOOD with respect thereto, and any stay of or moratorium on proceedings by the Lender against IRONWOOD as a result thereof, (l) a breach of any duty of the Lender (whether fiduciary or in negligence or otherwise) and whether owed to the Guarantor, IRONWOOD or any other person; (m) any lack or limitation of power, capacity or legal status of IRONWOOD, or, if IRONWOOD is an individual, the death of (n) IRONWOOD’s account being closed or the Lender ceasing to deal with IRONWOOD; (o) any taking or failure to take any security by the Lender, any loss of or diminution in value of any security, the invalidity, unenforceability, subordination, postponement, release, discharge or substitution, in whole or in part, of any security, or the failure to perfect or maintain perfection or enforce any security; or (p) any failure or delay by the Lender in exercising any right or remedy respecting the Obligations or under any security or guarantee.
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Nature of Guarantor's Liability. The liability of the Guarantor under this Guarantee is continuing, absolute and unconditional and will not be affected by any act, omission, event or circumstance that might constitute a legal or equitable defence (any and all such legal and equitable defences are hereby expressly waived by the Guarantor) to or a discharge, limitation or reduction of the liability of the Guarantor hereunder, other than as a result of the indefeasible payment in full of the Obligations, including:
(a) the unenforceability of any of the Obligations for any reason, including as a result of the act of any governmental authority;; 512400 (0614)
(b) any irregularity, fraud, illegality, defect or lack of authority or formality in incurring the Obligations, notwithstanding any inquiry that may or may not have been made by the LenderBank;
(c) failure of the Lender Bank to comply with or perform any agreements relating to the Obligations;
(d) any discontinuance, renewal, extension, increaseincrease or reduction in the amount, reduction or any other variance of any of the loans or credits now or hereafter made available to IRONWOOD the Customer by the Lender Bank or guaranteed by the Customer to the Bank or any other change to any of the terms thereof or conditions of any of the Obligations (including, without limitation, respecting rates of interest, fees or charges, maturity dates), or any waiver by the Lender of Bank respecting any of the obligations of IRONWOOD thereunderObligations;
(e) the taking of or the failure by the Lender Bank to take a guarantee from any other person;
(f) any release, compromise, settlement or any other dealing with any person, including any other Guarantor;
(g) the reorganization of IRONWOOD the Customer or its business (whether by amalgamation, merger, transfer, sale or otherwise); and in the case of an amalgamation or merger, the liability of the Guarantor shall apply to the Obligations of the resulting or continuing entity and the term “"Customer” " shall include such resulting or continuing entity;
(h) the current financial condition of IRONWOOD the Customer and any change in IRONWOOD’s the Customer's financial condition;
(i) any change in control or ownership of IRONWOODthe Customer, or if IRONWOOD the Customer is a general or limited partnership, any change in the membership of that partnership or other entity;
(j) any change in the name, articles or other constating documents of IRONWOODthe Customer, or its objects, business or capital structure;
(k) the bankruptcy, winding-up, dissolution, liquidation or insolvency of IRONWOOD the Customer or any proceedings being taken by or against IRONWOOD the Customer with respect thereto, and any stay of or moratorium on proceedings by the Lender Bank against IRONWOOD the Customer as a result thereof,;
(l) a breach of any duty of the Lender Bank (whether fiduciary or in negligence or otherwise) and whether owed to the Guarantor, IRONWOOD the Customer or any other person;
(m) any lack or limitation of power, capacity or legal status of IRONWOODthe Customer, or, if IRONWOOD the Customer is an individual, the death ofof the Customer;
(n) IRONWOOD’s the Customer's account being closed or the Lender Bank ceasing to deal with IRONWOODthe Customer;
(o) any taking or failure to take any security by the LenderBank, any loss of or diminution in value of any security, the invalidity, unenforceability, subordination, postponement, release, discharge or substitution, in whole or in part, of any security, or the failure to perfect or maintain perfection or enforce any security; or
(p) any failure or delay by the Lender Bank in exercising any right or remedy respecting the Obligations or under any security or guarantee.
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Sources: Guarantee