Common use of Certain Requirements in Respect of Merger, Etc Clause in Contracts

Certain Requirements in Respect of Merger, Etc. The Obligors shall not, and shall not permit any other Restricted Party to, enter into any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of any such amalgamation, of the continuing company resulting therefrom, or whereby the obligation of the Borrower or any other Obligor to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing company, provided that it may do so and such Person or continuing company (the "Successor Corporation") shall become a party to this Agreement and/or a Guarantee, as the case may be, and the other Loan Documents, if: (a) the Successor Corporation is a Guarantor, the Successor Corporation is a Subsidiary of Hudbay; (b) either of the predecessors of the Successor Corporation was the Borrower, the Successor Corporation is the Borrower; (c) either of the predecessors of the Successor Corporation was a Material Subsidiary which provided a Guarantee, the Successor Corporation is a Guarantor or the Borrower; (d) either of the predecessors of the Successor Corporation was a Restricted Party, the Successor Corporation is a Restricted Party; (e) the Successor Corporation shall execute and/or deliver to the Agent an agreement supplemental hereto in form reasonably satisfactory to the Agent and execute and/or deliver such other instruments, if any, which to the reasonable satisfaction of the Agent and the Peruvian Collateral Agent and in the opinion of counsel to the Borrower addressed to the Agent, the Peruvian Collateral Agent and the Lenders are necessary to evidence (i) the assumption by the Successor Corporation of liability under each Loan Document to which it is a party for the due and punctual payment of all money payable by any of the Obligors, as the case may be, thereunder, and (ii) the covenant of the Successor Corporation to pay the same and (iii) the agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligor, as the case may be, under each Loan Document and to be bound by all the terms of each Loan Document so far as they relate to such Obligor, which instruments, if any, shall be in form reasonably satisfactory to the Agent; provided there shall be no obligation to deliver such instruments if the Successor Corporation is not an Obligor; (f) such transaction shall, to the reasonable satisfaction of the Agent and the Required Lenders be upon such terms as to preserve and not to impair any of the rights and powers of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders and each of them; (g) all Other Taxes payable as a result of such transaction have been paid by such Successor Corporation; (h) such transaction will not result in any claim for increased costs pursuant to Section 13.10 or result in any Tax being levied on or payable by the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent or any Lender (except for Excluded Taxes); (i) such transaction will not cause, or have the result of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders or any of them being in default under, non-compliance with, or violation of, any Applicable Law; (j) if the Successor Corporation is an Obligor, an opinion of counsel to the Successor Corporation substantially in the form and as to matters addressed in the opinion of counsel delivered pursuant to Section 5.1(d) shall have been delivered to the Agent; (k) if the predecessors of the Successor Corporations are not all Obligors, each of the covenants set forth in Section 8.1 shall be satisfied on an actual and pro forma basis; (l) the creditworthiness of the Successor Corporation (as determined by the Required Lenders) shall not be less than the creditworthiness of the relevant Restricted Party immediately prior to giving effect to such transaction; (m) the Successor Corporation does not carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (n) such transactions will not, in the opinion of the Agent acting reasonably, have a Material Adverse Effect; and (o) no Default or Event of Default shall have occurred and be continuing or will occur as a result of such transaction.

Certain Requirements in Respect of Merger, Etc. The Obligors shall not, and shall Corporation will not permit any other Restricted Party to, enter into any transaction or series of related transactions (whether by way of reorganization, reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale sale, lease or otherwise) whereby all or substantially all of its undertaking, property the undertaking and assets of the Corporation would become the property of any other Person or, in the case of any such amalgamation, of the continuing company corporation resulting therefrom, or whereby the obligation of the Borrower or any other Obligor to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing company, provided that it may do so and such Person or continuing company (the "Successor Corporation") shall become a party to this Agreement and/or a Guarantee, as the case may be, and the other Loan Documents, iftherefrom unless: (a1) such other Person is a body corporate (herein called a “Successor Corporation”) incorporated under the laws of Canada or any province thereof; (2) the Successor Corporation is a Guarantor, the Successor Corporation is a Subsidiary of Hudbay; (b) either of the predecessors of the Successor Corporation was the Borrower, the Successor Corporation is the Borrower; (c) either of the predecessors of the Successor Corporation was a Material Subsidiary which provided a Guarantee, the Successor Corporation is a Guarantor or the Borrower; (d) either of the predecessors of the Successor Corporation was a Restricted Party, the Successor Corporation is a Restricted Party; (e) the Successor Corporation shall execute and/or deliver executes and delivers to the Agent an agreement supplemental hereto in form reasonably Trustee, contemporaneously with the consummation of such transaction, such instruments as (i) are satisfactory to the Agent Debentureholders (expressed by Extraordinary Resolution of the holders of each series of Debentures), provided that if such transaction is an amalgamation under the CBCA of the Corporation and execute and/or deliver one or more of its Affiliates such other instruments, if any, which requirement that the instrument be satisfactory to the reasonable satisfaction of the Agent Debentureholders shall not apply and the Peruvian Collateral Agent and (ii) in the opinion of counsel to the Borrower addressed to the Agentlegal counsel, the Peruvian Collateral Agent and the Lenders are necessary or advisable to evidence (i) the assumption by the Successor Corporation of liability under each Loan Document to which it is a party for the due and punctual payment of all money payable by any of the Obligors, as the case may be, thereunder, and (ii) the covenant of the Successor Corporation to pay the same and (iii) the its agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligorthe Corporation under the Keep Well Agreement and Debenture Documents, as and the case may be, under each Loan Document and to be bound by all the terms of each Loan Document so far as they relate to such Obligor, which instruments, if any, Trustee shall be in form reasonably satisfactory provided with an opinion of legal counsel addressed and acceptable to the Agent; provided there shall be no obligation Trustee as to deliver the enforceability of such instruments if against the Successor Corporation is not an Obligor; (f) such transaction shall, to the reasonable satisfaction of the Agent and the Required Lenders be upon such terms as to preserve and not to impair any of the rights and powers of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders and each of them; (g) all Other Taxes payable as a result of such transaction have been paid by such Successor Corporation; (h3) Honda executes and delivers to the Trustee, contemporaneously with the consummation of such transaction will not result in any claim for increased costs pursuant form satisfactory to Section 13.10 or result the Trustee acting reasonably, a confirmation of its obligations under the Keep Well Agreement in any Tax being levied on or payable by respect of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent or any Lender (except for Excluded Taxes)Debentures; (i4) such transaction will not cause, no condition or have the result event exists in respect of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders Corporation or any of them being in default under, non-compliance with, or violation of, any Applicable Law; (j) if the Successor Corporation is at the time of such transaction and after giving full effect thereto that would constitute a Default or an ObligorEvent of Default, an opinion as confirmed by a certificate of counsel to the Corporation and the Successor Corporation substantially in the form and as to matters addressed in the opinion of counsel delivered pursuant to Section 5.1(d) shall have been delivered to the Agent; (k) if the predecessors of the Successor Corporations are not all Obligors, each of the covenants set forth in Section 8.1 shall be satisfied on an actual and pro forma basis; (l) the creditworthiness of the Successor Corporation (as determined by the Required Lenders) shall not be less than the creditworthiness of the relevant Restricted Party immediately prior to giving effect to such transaction; (m) the Successor Corporation does not carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (n) such transactions will not, in the opinion of the Agent acting reasonably, have a Material Adverse EffectCorporation; and (o5) no Default any approval or Event consent of Default any Governmental Body having jurisdiction over the Corporation or any of the businesses of the Corporation reasonably necessary to such transaction shall have occurred been procured by the Corporation, as confirmed by a Certificate of the Corporation and be continuing or will occur as a result of such transactionthe Successor Corporation.

Certain Requirements in Respect of Merger, Etc. The Obligors Borrower shall not, and shall not permit any other Restricted Party the Guarantors to, enter into any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of any such amalgamation, of the continuing company (collectively, a "Reorganization") resulting therefrom, or whereby the obligation of the Borrower or any other Obligor to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing company, provided that (i) this Section 12.1 is not applicable to a Reorganization involving the Borrower and a wholly-owned Subsidiary of the Borrower; provided, however, in the event of such a Reorganization which involves an amalgamation or merger of the Borrower with any of its Subsidiaries, the Successor Corporation shall be required to execute and deliver the supplemental agreement and opinion referred to in Section 12.1(a) and take such other actions and deliver such other documents and agreements as may be necessary to ensure that the perfection and priority of the Security is not impaired; and (ii) it may do so and such Person or continuing company (the "Successor Corporation") shall become a party to this Agreement and/or a Guarantee, as the case may be, and the other Loan Documents, if: (a) the Successor Corporation is a Guarantor, the Successor Corporation is a Subsidiary of Hudbay; (b) either of the predecessors of the Successor Corporation was the Borrower, the Successor Corporation is the Borrower; (c) either of the predecessors of the Successor Corporation was a Material Subsidiary which provided a Guarantee, the Successor Corporation is a Guarantor or the Borrower; (d) either of the predecessors of the Successor Corporation was a Restricted Party, the Successor Corporation is a Restricted Party; (e) the Successor Corporation shall execute and/or deliver to the Administrative Agent an agreement supplemental hereto in form reasonably satisfactory to the Administrative Agent and the Lenders and execute and/or deliver such other instruments, if any, which to the reasonable satisfaction of the Agent and the Peruvian Collateral Agent Lenders and in the opinion of counsel Counsel to the Borrower addressed to the Agent, the Peruvian Collateral Administrative Agent and the Lenders Lenders, are necessary to evidence (i) the assumption by the Successor Corporation of liability under each Loan Document to which it is a party for the due and punctual payment of all money payable by any of the Obligors, as the case may be, thereunder, and (ii) the covenant of the Successor Corporation to pay the same and (iii) the agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligor, as the case may be, Borrower under each this Agreement and any other Loan Document and to be bound by all the terms of each this Agreement and any other Loan Document so far as they relate to such Obligorthe Borrower, which instruments, if any, shall be in form reasonably satisfactory to the Agent; provided there shall be no obligation to deliver such instruments if Administrative Agent and the Successor Corporation is not an ObligorLenders; (fb) such transaction shall, to the reasonable satisfaction of the Administrative Agent and the Required Lenders and in the opinion of Counsel to the Borrower addressed to the Administrative Agent and the Lenders, be upon such terms as to preserve and not to impair any of the rights and powers of the Agent, Administrative Agent and the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders and each of themLenders; (gc) the perfection and priority of the Security shall not be impaired; (d) all Other Taxes payable as a result of such transaction have been paid by such Successor Corporation; (he) such transaction will not result in any claim for increased costs pursuant to Section 13.10 5.1 or result in any Tax being levied on or payable by the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Administrative Agent or any Lender (except for Excluded TaxesTaxes on the overall net income or capital of the Administrative Agent or any Lender provided there is no increase in such Taxes as a result of such transaction); (if) such transaction will not cause, or have the result of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders Administrative Agent or any of them Lender being in default under, non-compliance with, or violation of, any Applicable Law; (j) if the Successor Corporation is an Obligor, an opinion of counsel to the Successor Corporation substantially in the form and as to matters addressed in the opinion of counsel delivered pursuant to Section 5.1(d) shall have been delivered to the Agent; (k) if the predecessors of the Successor Corporations are not all Obligors, each of the covenants set forth in Section 8.1 shall be satisfied on an actual and pro forma basis; (l) the creditworthiness of the Successor Corporation (as determined by the Required Lenders) shall not be less than the creditworthiness of the relevant Restricted Party immediately prior to giving effect to such transaction; (m) the Successor Corporation does not carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (n) such transactions will not, in the opinion of the Agent acting reasonably, have a Material Adverse Effect; and (o) no Default or Event of Default shall have occurred and be continuing or will occur as a result of such transaction.

Certain Requirements in Respect of Merger, Etc. The Obligors shall notNo Borrower shall, and the Borrowers shall not permit any other Restricted Party Subsidiary (in each case, a “Predecessor Corporation”) to, enter into any transaction (whether by way of reconstructionliquidation, reorganization, consolidationdissolution, amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person other than in accordance with Section 9.2(b)(vii) or Section 9.2(b)(ix) or, in the case of any such amalgamationamalgamation or merger, of the continuing company resulting therefrom, or whereby the obligation of the Borrower or any other Obligor Predecessor Corporation to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing companycompany (a “Corporate Reorganization”), provided that it may do so (and if the Predecessor Corporation is a Borrower or a Material Restricted Subsidiary or a Grantor such Person or continuing company (the "Successor Corporation") shall become a party to this Agreement or to the Guarantee provided by such Material Restricted Subsidiary or the other Security Documents, as applicable, provided by such Grantor as the case may be) if: (a) such other Person or continuing company (herein referred to as a “Successor Corporation”) is a Borrower or Restricted Subsidiary; (b) where required in the reasonable opinion of Lenders’ Counsel, a Successor Corporation which is a Borrower or a Material Restricted Subsidiary or a Grantor shall execute and/or deliver to the Administrative Agent an agreement supplemental hereto or to the Guarantee or Guarantees or the Security Documents, as applicable, executed by a GuaranteePredecessor Corporation or Predecessor Corporations, as the case may be, and the other Loan Documents, if: (a) the Successor Corporation is a Guarantor, the Successor Corporation is a Subsidiary of Hudbay; (b) either of the predecessors of the Successor Corporation was the Borrower, the Successor Corporation is the Borrower; (c) either of the predecessors of the Successor Corporation was a Material Subsidiary which provided a Guarantee, the Successor Corporation is a Guarantor or the Borrower; (d) either of the predecessors of the Successor Corporation was a Restricted Party, the Successor Corporation is a Restricted Party; (e) the Successor Corporation shall execute and/or deliver to the Agent an agreement supplemental hereto in form reasonably satisfactory to the Administrative Agent and execute and/or deliver such other instruments, if any, which to the reasonable satisfaction of the Agent and the Peruvian Collateral Administrative Agent and in the opinion of counsel to the Borrower addressed to the Agent, the Peruvian Collateral Agent and the Lenders Lenders’ Counsel are necessary to evidence (i) the assumption by the Successor Corporation of liability under each Loan Document to which it the Predecessor Corporation is a party for the due and punctual payment of all money payable by any of the Obligors, as the case may be, Predecessor Corporation thereunder, and (ii) the covenant of the Successor Corporation to pay the same and same, (iii) the agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligor, as the case may be, Predecessor Corporation under each Loan Document to which the Predecessor Corporation was a party and to be bound by all the terms of each such Loan Document so far as they relate to such Obligorthe Predecessor Corporation, and (iv) if applicable, that the Security granted by the Predecessor Corporation continues to secure all of the Obligations and Eligible Hedging Obligations of the Successor Corporation pursuant to or in connection with any Loan Document, which instruments, if any, shall be in form reasonably satisfactory to the Administrative Agent; provided there shall be no obligation to deliver such instruments if the Successor Corporation is not an Obligor; (fc) such transaction shall, to the reasonable satisfaction of the Agent and the Required Lenders be upon such terms as to preserve and would not to impair any of the rights and powers of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders and each of themhave a Material Adverse Effect; (gd) all Other Taxes payable as a result of such transaction have been paid by such Successor Corporationpaid; (he) such transaction will not result in any claim for increased costs pursuant to Section 13.10 5.2 or result in any Tax being levied on or payable by the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Administrative Agent or any Lender (except for Excluded TaxesTaxes on the overall net income or capital of the Administrative Agent or a Lender provided there is no increase in such Taxes as a result of such transaction); (if) such transaction will not cause, or have the result of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Administrative Agent, the Lenders or any of them being in default under, non-compliance noncompliance with, or violation of, any Applicable Law; (jg) if the Successor Corporation is an Obligor, an opinion of counsel to the Successor Corporation Borrowers’ counsel, substantially in the form and as to matters addressed in the opinion of counsel opinions delivered pursuant to Section 5.1(d) 6.1 and Section 9.1(p)(ii), as applicable, shall have been delivered to the Administrative Agent; (kh) if the predecessors of the Successor Corporations are not all Obligors, each of the covenants set forth in Section 8.1 9.3 shall be satisfied on an actual and pro forma basis; (l) the creditworthiness of the Successor Corporation (as determined by the Required Lenders) shall not be less than the creditworthiness of the relevant Restricted Party immediately prior to basis after giving effect to such transaction; (mi) evidence of the due registration, recording and/or filing of the Security Documents in all jurisdictions necessary to protect, perfect and preserve as first ranking security (subject to Permitted Encumbrances) the Successor Corporation does not carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (n) such transactions will not, in the opinion of the Agent acting reasonably, have a Material Adverse EffectSecurity created thereby; and (oj) no Default or Event of Default shall have occurred and be continuing or will occur as a result of such transaction. Sections 13.12(a), (b) and (g) shall not apply (i) to the liquidation or dissolution of the Restricted Subsidiaries listed in Schedule R; (ii) to the merger of the Restricted Subsidiaries listed in Schedule S; and (iii) in connection with the reorganization of the Celestica Liquidity Management Hungary Limited Liability Company holding structure, to the dissolution of Celestica Liquidity Management Hungary Limited Liability Company, Celestica (Gibraltar) Limited, Celestica (Luxembourg) S.ar.l and 3250297 Nova Scotia Company through a series of transactions with the ultimate effect of transferring the assets of such entities to Celestica.

Certain Requirements in Respect of Merger, Etc. The Obligors shall notNo Borrower shall, and the Borrowers shall not permit any other Restricted Party Subsidiary (in each case, a “Predecessor Corporation”) to, enter into any transaction (whether by way of reconstructionliquidation, reorganization, consolidationdissolution, amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person other than in accordance with Section 9.2(b)(vii) or Section 9.2(b)(ix) or, in the case of any such amalgamationamalgamation or merger, of the continuing company resulting therefrom, or whereby the obligation of the Borrower or any other Obligor Predecessor Corporation to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing companycompany (a “Corporate Reorganization”), provided that it may do so (and if the Predecessor Corporation is a Borrower or a Material Restricted Subsidiary or a Grantor such Person or continuing company (the "Successor Corporation") shall become a party to this Agreement or to the Guarantee provided by such Material Restricted Subsidiary or the other Security Documents, as applicable, provided by such Grantor as the case may be) if: (a) such other Person or continuing company (herein referred to as a “Successor Corporation”) is a Borrower or Restricted Subsidiary; (b) where required in the reasonable opinion of Lenders’ Counsel, a Successor Corporation which is a Borrower or Material Restricted Subsidiary or Grantor shall execute and/or deliver to the Administrative Agent an agreement supplemental hereto or to the Guarantee or Guarantees or the Security Documents, as applicable, executed by a GuaranteePredecessor Corporation or Predecessor Corporations, as the case may be, and the other Loan Documents, if: (a) the Successor Corporation is a Guarantor, the Successor Corporation is a Subsidiary of Hudbay; (b) either of the predecessors of the Successor Corporation was the Borrower, the Successor Corporation is the Borrower; (c) either of the predecessors of the Successor Corporation was a Material Subsidiary which provided a Guarantee, the Successor Corporation is a Guarantor or the Borrower; (d) either of the predecessors of the Successor Corporation was a Restricted Party, the Successor Corporation is a Restricted Party; (e) the Successor Corporation shall execute and/or deliver to the Agent an agreement supplemental hereto in form reasonably satisfactory to the Administrative Agent and execute and/or deliver such other instruments, if any, which to the reasonable satisfaction of the Agent and the Peruvian Collateral Administrative Agent and in the opinion of counsel to the Borrower addressed to the Agent, the Peruvian Collateral Agent and the Lenders Lenders’ Counsel are necessary to evidence (i) the assumption by the Successor Corporation of liability under each Loan Document to which it the Predecessor Corporation is a party for the due and punctual payment of all money payable by any of the Obligors, as the case may be, Predecessor Corporation thereunder, and (ii) the covenant of the Successor Corporation to pay the same and same, (iii) the agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligor, as the case may be, Predecessor Corporation under each Loan Document to which the Predecessor Corporation was a party and to be bound by all the terms of each such Loan Document so far as they relate to such Obligorthe Predecessor Corporation, and (iv) if applicable, that the Security granted by the Predecessor Corporation continues to secure all of the Obligations and Eligible Hedging Obligations of the Successor Corporation pursuant to or in connection with any Loan Document, which instruments, if any, shall be in form reasonably satisfactory to the Administrative Agent; provided there shall be no obligation to deliver such instruments if the Successor Corporation is not an Obligor; (fc) such transaction shall, to the reasonable satisfaction of the Agent and the Required Lenders be upon such terms as to preserve and would not to impair any of the rights and powers of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders and each of themhave a Material Adverse Effect; (gd) all Other Taxes payable as a result of such transaction have been paid by such Successor Corporationpaid; (he) such transaction will not result in any claim for increased costs pursuant to Section 13.10 5.2 or result in any Tax being levied on or payable by the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Administrative Agent or any Lender (except for Excluded TaxesTaxes on the overall net income or capital of the Administrative Agent or a Lender provided there is no increase in such Taxes as a result of such transaction); (if) such transaction will not cause, or have the result of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Administrative Agent, the Lenders or any of them being in default under, non-compliance noncompliance with, or violation of, any Applicable Law; (jg) if the Successor Corporation is an Obligor, an opinion of counsel to the Successor Corporation Borrowers’ counsel, substantially in the form and as to matters addressed in the opinion of counsel Borrowers’ Counsel delivered pursuant to Section 5.1(d) 6.1 and as to the matters addressed in the opinion of the Borrowers’ Counsel delivered pursuant to Section 9.1(p)(ii), as applicable, shall have been delivered to the Administrative Agent; (kh) if the predecessors of the Successor Corporations are not all Obligors, each of the covenants set forth in Section 8.1 9.3 shall be satisfied on an actual and pro forma basis; (l) the creditworthiness of the Successor Corporation (as determined by the Required Lenders) shall not be less than the creditworthiness of the relevant Restricted Party immediately prior to basis after giving effect to such transaction; (mi) evidence of the due registration, recording and/or filing of the Security Documents in all jurisdictions necessary to protect, perfect and preserve as first ranking security (subject to Permitted Encumbrances) the Successor Corporation does not carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (n) such transactions will not, in the opinion of the Agent acting reasonably, have a Material Adverse EffectSecurity created thereby; and (oj) no Default or Event of Default shall have occurred and be continuing or will occur as a result of such transaction. Sections 13.12(a), (b) and (g) shall not apply (i) to the liquidation or dissolution of the Restricted Subsidiaries listed in Schedule R; (ii) to the merger of the Restricted Subsidiaries listed in Schedule S; and (iii) in connection with the reorganization of the Celestica Liquidity Management Hungary Limited Liability Company holding structure, to the dissolution of Celestica Liquidity Management Hungary Limited Liability Company, Celestica (Gibraltar) Limited, Celestica (Luxembourg) S.ar.l and 3250297 Nova Scotia Company through a series of transactions with the ultimate effect of transferring the assets of such entities to Celestica.

Certain Requirements in Respect of Merger, Etc. The Obligors shall not, and Corporation shall not permit any other Restricted Party to, enter into any transaction (transaction, whether by way of amalgamation (except a short-form amalgamation with one or more of its wholly-owned subsidiaries pursuant to the Canada Business Corporations Act), merger, arrangement, reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale sale, lease or otherwise) otherwise whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case or of any such amalgamation, of the continuing company corporation resulting therefrom, or whereby the obligation of the Borrower or any unless, but may do so if: 7.1.1 such other Obligor to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing company, provided that it may do so and such Person or continuing company corporation is a corporation (the "Successor Corporation") shall become a party to this Agreement and/or a Guarantee, as incorporated under the case may be, and the other Loan Documents, if: (a) the Successor Corporation is a Guarantor, the Successor Corporation is a Subsidiary laws of HudbayCanada or any province thereof; (b) either of the predecessors of the Successor Corporation was the Borrower, the Successor Corporation is the Borrower; (c) either of the predecessors of the Successor Corporation was a Material Subsidiary which provided a Guarantee, the Successor Corporation is a Guarantor or the Borrower; (d) either of the predecessors of the Successor Corporation was a Restricted Party, the Successor Corporation is a Restricted Party; (e) 7.1.2 the Successor Corporation shall execute and/or deliver perform such acts and execute, prior to or contemporaneously with the Agent an agreement completion of such transaction, such indenture supplemental hereto in form reasonably satisfactory to the Agent and execute and/or deliver such other instruments, instruments (if any, which to the reasonable satisfaction of the Agent and the Peruvian Collateral Agent and ) as in the opinion of counsel to the Borrower addressed to the Agent, the Peruvian Collateral Agent and the Lenders Counsel are necessary or advisable to evidence (i) the assumption by the Successor Corporation of the liability under each Loan Document to which it is a party for the due and punctual payment of all money the Debentures and the interest thereon and all other moneys payable by any of the Obligors, as the case may be, thereunder, hereunder and (ii) the covenant of the such Successor Corporation to pay the same and (iii) the its agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligorthe Corporation under this Indenture; 7.1.3 the Debentures will be valid and binding obligations of the Successor Corporation entitling the Holders, as against the case may beSuccessor Corporation, to all of the rights they have under each Loan Document and to be bound by all this Indenture; 7.1.4 no condition or event shall exist in respect of the terms Corporation or the Successor Corporation, either at the time of each Loan Document so far as they relate to such Obligortransaction or immediately thereafter after giving full effect thereto, which instrumentsconstitutes or would, after the giving of notice or the lapse of time or both, constitute an Event of Default hereunder; and 7.1.5 the Corporation shall have delivered to the Trustee a Certificate of the Corporation and an opinion of Counsel each stating that such amalgamation, merger, arrangement, reconstruction, reorganization, consolidation, transfer, sale, lease or other transaction and such supplemental indenture, if any, shall be in form reasonably satisfactory comply with this Article and that all conditions precedent herein provided for relating to the Agent; provided there shall be no obligation to deliver such instruments if the Successor Corporation is not an Obligor; (f) such transaction shall, to the reasonable satisfaction of the Agent and the Required Lenders be upon such terms as to preserve and not to impair any of the rights and powers of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders and each of them; (g) all Other Taxes payable as a result of such transaction have been paid by such Successor Corporation; (h) such transaction will not result in any claim for increased costs pursuant to Section 13.10 or result in any Tax being levied on or payable by the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent or any Lender (except for Excluded Taxes); (i) such transaction will not cause, or have the result of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders or any of them being in default under, non-compliance complied with, or violation of, any Applicable Law; (j) if the Successor Corporation is an Obligor, an opinion of counsel to the Successor Corporation substantially in the form and as to matters addressed in the opinion of counsel delivered pursuant to Section 5.1(d) shall have been delivered to the Agent; (k) if the predecessors of the Successor Corporations are not all Obligors, each of the covenants set forth in Section 8.1 shall be satisfied on an actual and pro forma basis; (l) the creditworthiness of the Successor Corporation (as determined by the Required Lenders) shall not be less than the creditworthiness of the relevant Restricted Party immediately prior to giving effect to such transaction; (m) the Successor Corporation does not carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (n) such transactions will not, in the opinion of the Agent acting reasonably, have a Material Adverse Effect; and (o) no Default or Event of Default shall have occurred and be continuing or will occur as a result of such transaction.

Certain Requirements in Respect of Merger, Etc. The Obligors Borrower shall not, and shall not permit any other Restricted Party Guarantor to, enter into liquidate or dissolve or take any transaction steps to amalgamate, consolidate or effect any restructuring or corporate or capital reorganization (whether by way collectively a “Reorganization”), or change its head or registered office to a location outside of reconstructionCanada, reorganization, consolidation, amalgamation, merger, transfer, sale except where (a) the surviving or otherwisecontinuing entity (the “Successor Corporation”) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, such amalgamation or merger in the case of any such amalgamation, the Borrower assumes all of the continuing company resulting therefrom, or whereby the obligation of the Borrower or any other Obligor to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing company, provided that it may do so obligations hereunder and such Person or continuing company (the "Successor Corporation") shall become a party to this Agreement and/or a Guarantee, as in the case may be, and the other Loan Documents, if: (a) the Successor Corporation is of a Guarantor, the Successor Corporation is a Subsidiary assumes all of Hudbay; such Guarantor’s obligations under such Guarantor’s Guarantors’ Security Documents; (b) either the transaction in question is a Permitted Acquisition; and (c) the Reorganization, in the sole opinion of the predecessors Lender, does not have a detrimental effect on the financial condition of the Successor Corporation was the Borrower, nor on the Successor Corporation is the Borrower; (c) either rights of the predecessors of the Successor Corporation was a Material Subsidiary which provided a GuaranteeLender. In particular, the Successor Corporation is a Guarantor or the Borrower; (d) either of the predecessors of the Successor Corporation was a Restricted Party, the Successor Corporation is a Restricted Party; (e) the Successor Corporation shall execute and/or deliver to the Agent an agreement supplemental hereto in form reasonably satisfactory to the Agent and execute and/or deliver such other instruments, if any, which to the reasonable satisfaction of the Agent and the Peruvian Collateral Agent and in the opinion of counsel to the Borrower addressed to the Agent, the Peruvian Collateral Agent and the Lenders are necessary to evidence (i) the assumption by the Successor Corporation of liability under each Loan Document to which it is a party for the due and punctual payment of all money payable by any of the Obligors, as the case may be, thereunder, and (ii) the covenant of the Successor Corporation to pay the same and (iii) the agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligor, as the case may be, under each Loan Document and to be bound by all the terms of each Loan Document so far as they relate to such Obligor, which instruments, if any, shall be in form reasonably satisfactory to the Agent; provided there shall be no obligation to deliver such instruments if the Successor Corporation is not an Obligor; (f) such transaction shall, to the reasonable satisfaction of the Agent and the Required Lenders be upon such terms as to preserve and not to impair any of the rights and powers of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders and each of them; (g) all Other Taxes payable as a result of such transaction have been paid by such Successor Corporation; (h) such transaction will not result in any claim for increased costs pursuant to Section 13.10 or result in any Tax being levied on or payable by the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent or any Lender (except for Excluded Taxes); (i) such transaction will not cause, or have the result of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders or any of them being in default under, non-compliance with, or violation of, any Applicable Law; (j) if the Successor Corporation is an Obligor, an opinion of counsel to the Successor Corporation substantially in the form and as to matters addressed in the opinion of counsel delivered pursuant to Section 5.1(d) shall have been delivered to the Agent; (k) if the predecessors of the Successor Corporations are not all Obligors, each of the covenants set forth in Section 8.1 shall be satisfied on an actual and pro forma basis; (l) the creditworthiness of the Successor Corporation (as determined by the Required LendersLender in its sole discretion) shall not be less than the creditworthiness of the relevant Restricted Party Borrower immediately prior to giving effect the Reorganization. In addition, in order to obtain the approval of any such transactionReorganization, the Borrower shall deliver to the Lender the following, and shall satisfy the Lender as to the following: (a) all documentation necessary to evidence the assumption by the Successor Corporation to the parties to the Reorganization of all liabilities hereunder or under the applicable Guarantor’s Guarantors’ Security Documents, together with any other documentation required by the Lender, acting reasonably; (mb) the Successor Corporation does not carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating all taxes to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or be paid in connection with such mining propertiesthe Reorganization shall have been paid in full; (nc) no illegality or increased costs (described in Section 5.1) will result from such transactions Reorganization, nor will not, it result in the opinion of the Agent acting reasonably, have a Material Adverse Effect; andany withholding Taxes being required to be paid; (od) no Default or Event of Default shall have occurred and be continuing or will occur as a result of the Reorganization; and (e) an opinion of Counsel to the Borrower or such transactionGuarantor and of counsel to the Successor Corporation will be provided to the Lender and the Lender’s Counsel, to the effect that the Person resulting from the Reorganization will remain fully liable to the Lender under the provisions of this Agreement or the applicable Guarantors’ Security Documents, and that the rights of the Lender hereunder will be enforceable against such Person.

Certain Requirements in Respect of Merger, Etc. The Obligors shall not, and shall not permit any other Restricted Party to, enter into any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of any such amalgamation, of the continuing company resulting therefrom, or whereby the obligation of the Borrower or any other Obligor to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing company, provided that it may do so and such Person or continuing company (the "Successor Corporation") shall become a party to this Agreement and/or a Guarantee, as the case may be, and the other Loan Documents, if: (a) the Successor Corporation is a Guarantor, the Successor Corporation is a Subsidiary of Hudbay; (b) either of the predecessors of the Successor Corporation was the Borrower, the Successor Corporation is the Borrower; (c) either of the predecessors of the Successor Corporation was a Material Subsidiary which provided a GuaranteeGuarantor, the Successor Corporation is a Guarantor or the Borrower; (d) either of the predecessors of the Successor Corporation was a Restricted Party, the Successor Corporation is a Restricted Party; (e) the Successor Corporation shall execute and/or deliver to the Agent an agreement supplemental hereto in form reasonably satisfactory to the Agent and execute and/or deliver such other instruments, if any, which to the reasonable satisfaction of the Agent and the Peruvian Collateral Agent and in the opinion of counsel to the Borrower addressed to the Agent, the Peruvian Collateral Agent and the Lenders are necessary to evidence (i) the assumption by the Successor Corporation of liability under each Loan Document to which it is a party for the due and punctual payment of all money payable by any of the Obligors, as the case may be, thereunder, and (ii) the covenant of the Successor Corporation to pay the same and (iii) the agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligor, as the case may be, under each Loan Document and to be bound by all the terms of each Loan Document so far as they relate to such Obligor, which instruments, if any, shall be in form reasonably satisfactory to the Agent; provided there shall be no obligation to deliver such instruments if the Successor Corporation is not an Obligor; (f) such transaction shall, to the reasonable satisfaction of the Agent and the Required Lenders be upon such terms as to preserve and not to impair any of the rights and powers of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders and each of them; (g) all Other Taxes payable as a result of such transaction have been paid by such Successor Corporation; (h) such transaction will not result in any claim for increased costs pursuant to Section 13.10 or result in any Tax being levied on or payable by the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent or any Lender (except for Excluded Taxes); (i) such transaction will not cause, or have the result of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders or any of them being in default under, non-compliance with, or violation of, any Applicable Law; (j) if the Successor Corporation is an Obligor, an opinion of counsel to the Successor Corporation substantially in the form and as to matters addressed in the opinion of counsel delivered pursuant to Section 5.1(d) shall have been delivered to the Agent; (k) if the predecessors of the Successor Corporations are not all Obligors, each of the covenants set forth in Section 8.1 shall be satisfied on an actual and pro forma basis; (l) the creditworthiness of the Successor Corporation (as determined by the Required Lenders) shall not be less than the creditworthiness of the relevant Restricted Party immediately prior to giving effect to such transaction; (m) the Successor Corporation does not carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (n) such transactions will not, in the opinion of the Agent acting reasonably, have a Material Adverse Effect; and (o) no Default or Event of Default shall have occurred and be continuing or will occur as a result of such transaction.

Certain Requirements in Respect of Merger, Etc. The Obligors shall not, and shall not permit any other Restricted Party to, enter into any transaction (other than the CMMC Arrangement) (whether by way of reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of any such amalgamation, of the continuing company resulting therefrom, or whereby the obligation of the Borrower or any other Obligor to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing company, provided that it may do so and such Person or continuing company (the "Successor Corporation") shall become a party to this Agreement and/or a Guarantee, as the case may be, and the other Loan Documents, if: (a) the Successor Corporation is a Guarantor, the Successor Corporation is a Subsidiary of Hudbaythe Borrower; (b) either of the predecessors of the Successor Corporation was the Borrower, the Successor Corporation is the Borrower; (c) either of the predecessors of the Successor Corporation was a Material Subsidiary which provided a Guarantee, the Successor Corporation is a Guarantor or the Borrower; (d) either of the predecessors of the Successor Corporation was a Restricted Party, the Successor Corporation is a Restricted Party; (e) the Successor Corporation shall execute and/or deliver to the Agent an agreement supplemental hereto in form reasonably satisfactory to the Agent and execute and/or deliver such other instruments, if any, which to the reasonable satisfaction of the Agent and the Peruvian Collateral Agent and in the opinion of counsel to the Borrower addressed to the Agent, the Peruvian Collateral Agent and the Lenders are necessary to evidence (i) the assumption by the Successor Corporation of liability under each Loan Document to which it is a party for the due and punctual payment of all money payable by any of the Obligors, as the case may be, thereunder, and (ii) the covenant of the Successor Corporation to pay the same and (iii) the agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligor, as the case may be, under each Loan Document and to be bound by all the terms of each Loan Document so far as they relate to such Obligor, which instruments, if any, shall be in form reasonably satisfactory to the Agent; provided there shall be no obligation to deliver such instruments if the Successor Corporation is not an Obligor; (f) such transaction shall, to the reasonable satisfaction of the Agent and the Required Lenders be upon such terms as to preserve and not to impair any of the rights and powers of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders and each of them; (g) all Other Taxes payable as a result of such transaction have been paid by such Successor Corporation; (h) such transaction will not result in any claim for increased costs pursuant to Section 13.10 or result in any Tax being levied on or payable by the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent or any Lender (except for Excluded Taxes); (i) such transaction will not cause, or have the result of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders or any of them being in default under, non-compliance with, or violation of, any Applicable Law; (j) if the Successor Corporation is an Obligor, an opinion of counsel to the Successor Corporation substantially in the form and as to matters addressed in the opinion of counsel delivered pursuant to Section 5.1(d) shall have been delivered to the Agent; (k) if the predecessors of the Successor Corporations are not all Obligors, each of the covenants set forth in Section 8.1 shall be satisfied on an actual and pro forma basis; (l) the creditworthiness of the Successor Corporation (as determined by the Required Lenders) shall not be less than the creditworthiness of the relevant Restricted Party immediately prior to giving effect to such transaction; (m) the Successor Corporation does not carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (n) such transactions will not, in the opinion of the Agent acting reasonably, have a Material Adverse Effect; and (o) no Default or Event of Default shall have occurred and be continuing or will occur as a result of such transaction.

Certain Requirements in Respect of Merger, Etc. The Obligors shall not, and Corporation shall not permit any other Restricted Party to, enter into any transaction (transaction, whether by way of amalgamation (except a vertical short-form amalgamation with one or more of its wholly-owned subsidiaries pursuant to the Business Corporations Act (Ontario)), merger, reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale sale, lease or otherwise) , whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of any such amalgamation, of the continuing company corporation resulting therefrom, or whereby the obligation of the Borrower or any but may do so if: (a) such other Obligor to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing company, provided that it may do so and such Person or continuing company corporation is a corporation (the "Successor Corporation") shall become a party to this Agreement and/or a Guarantee, as incorporated under the case may be, and the other Loan Documents, if: (a) the Successor Corporation is a Guarantor, the Successor Corporation is a Subsidiary laws of Hudbay;Canada or any province thereof. (b) either of the predecessors of the Successor Corporation was the Borrower, the Successor Corporation is the Borrower; (c) either of the predecessors of the Successor Corporation was a Material Subsidiary which provided a Guarantee, the Successor Corporation is a Guarantor or the Borrower; (d) either of the predecessors of the Successor Corporation was a Restricted Party, the Successor Corporation is a Restricted Party; (e) the Successor Corporation shall execute and/or deliver execute, prior to or contemporaneously with the Agent an agreement completion of such transaction, such indenture supplemental hereto in form reasonably satisfactory to the Agent and execute and/or deliver such other instruments, instruments (if any, which to the reasonable satisfaction of the Agent and the Peruvian Collateral Agent and ) as in the opinion of counsel to the Borrower addressed to the Agent, the Peruvian Collateral Agent and the Lenders Counsel are necessary or advisable to evidence (i) the assumption by the Successor Corporation of the liability under each Loan Document to which it is a party for the due and punctual payment of all money the Debentures and the interest thereon and all other moneys payable by any of the Obligors, as the case may be, thereunder, hereunder and (ii) the covenant of the such Successor Corporation to pay the same and (iii) the its agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligor, as the case may be, Corporation under each Loan Document and to be bound by all the terms of each Loan Document so far as they relate to such Obligor, which instruments, if any, shall be in form reasonably satisfactory to the Agent; provided there shall be no obligation to deliver such instruments if the Successor Corporation is not an Obligorthis Indenture; (fc) such transaction shall, to the reasonable satisfaction of the Agent Trustee and in the Required Lenders opinion of Counsel, be upon such terms as substantially to preserve and not to impair any of the rights and or powers of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders and each of them; (g) all Other Taxes payable as a result of such transaction have been paid by such Successor Corporation; (h) such transaction will not result in any claim for increased costs pursuant to Section 13.10 Trustee or result in any Tax being levied on or payable by the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent or any Lender (except for Excluded Taxes); (i) such transaction will not cause, or have the result of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders or any of them being in default under, non-compliance with, or violation of, any Applicable Law; (j) if the Successor Corporation is an Obligor, an opinion of counsel to the Successor Corporation substantially in the form and as to matters addressed in the opinion of counsel delivered pursuant to Section 5.1(d) shall have been delivered to the Agent; (k) if the predecessors of the Successor Corporations are not all Obligors, each of the covenants set forth in Section 8.1 shall be satisfied on an actual and pro forma basis; (l) the creditworthiness of the Successor Corporation (as determined by the Required Lenders) shall not be less than the creditworthiness of the relevant Restricted Party immediately prior to giving effect to such transaction; (m) the Successor Corporation does not carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (n) such transactions will not, in the opinion of the Agent acting reasonably, have a Material Adverse EffectDebentureholders hereunder; and (od) no Default condition or event shall exist in respect of the Corporation or the Successor Corporation, either at the time of such transaction or immediately thereafter after giving full effect thereto, which constitutes or would, after the giving of notice or the lapse of time or both, constitute an Event of Default hereunder; provided, however, that the requirements of this section 9.1 shall have occurred not apply to, need not be complied with in respect of, and be continuing shall not prevent, any sale, lease or will occur as a result exchange of such transactionall or substantially all the property of the Corporation in the ordinary course of its business.

Certain Requirements in Respect of Merger, Etc. The Obligors shall notNo Borrower shall, and the Borrowers shall not permit any other Restricted Party Subsidiary (in each case, a “Predecessor Corporation”) to, enter into any transaction (whether by way of reconstructionliquidation, reorganization, consolidationdissolution, amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of any such amalgamationamalgamation or merger, of the continuing company resulting therefrom, or whereby the obligation of the Borrower or any other Obligor Predecessor Corporation to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing companycompany (a “Corporate Reorganization”), provided that it may do so (and if the Predecessor Corporation is a Borrower or a Material Restricted Subsidiary or a Grantor such Person or continuing company (the "Successor Corporation") shall become a party to this Agreement or to the Guarantee provided by such Material Restricted Subsidiary or the other Security Documents, as applicable, provided by such Grantor as the case may be) if: (a) such other Person or continuing company (herein referred to as a “Successor Corporation”) is a Borrower or Restricted Subsidiary; (b) where required in the reasonable opinion of Lenders’ Counsel, a Successor Corporation which is a Borrower or Material Restricted Subsidiary or Grantor shall execute and/or deliver to the Administrative Agent an agreement supplemental hereto or to the Guarantee or Guarantees or the Security Documents, as applicable, executed by a GuaranteePredecessor Corporation or Predecessor Corporations, as the case may be, and the other Loan Documents, if: (a) the Successor Corporation is a Guarantor, the Successor Corporation is a Subsidiary of Hudbay; (b) either of the predecessors of the Successor Corporation was the Borrower, the Successor Corporation is the Borrower; (c) either of the predecessors of the Successor Corporation was a Material Subsidiary which provided a Guarantee, the Successor Corporation is a Guarantor or the Borrower; (d) either of the predecessors of the Successor Corporation was a Restricted Party, the Successor Corporation is a Restricted Party; (e) the Successor Corporation shall execute and/or deliver to the Agent an agreement supplemental hereto in form reasonably satisfactory to the Administrative Agent and execute and/or deliver such other instruments, if any, which to the reasonable satisfaction of the Agent and the Peruvian Collateral Administrative Agent and in the opinion of counsel to the Borrower addressed to the Agent, the Peruvian Collateral Agent and the Lenders Lenders’ Counsel are necessary to evidence (i) the assumption by the Successor Corporation of liability under each Loan Document to which it the Predecessor Corporation is a party for the due and punctual payment of all money payable by any of the Obligors, as the case may be, Predecessor Corporation thereunder, and (ii) the covenant of the Successor Corporation to pay the same and same, (iii) the agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligor, as the case may be, Predecessor Corporation under each Loan Document to which the Predecessor Corporation was a party and to be bound by all the terms of each such Loan Document so far as they relate to such Obligorthe Predecessor Corporation, and (iv) if applicable, that the Security granted by the Predecessor Corporation continues to secure all of the Obligations and Eligible Hedging Obligations of the Successor Corporation pursuant to or in connection with any Loan Document, which instruments, if any, shall be in form reasonably satisfactory to the Administrative Agent; provided there shall be no obligation to deliver such instruments if the Successor Corporation is not an Obligor; (fc) such transaction shall, to the reasonable satisfaction of the Agent and the Required Lenders be upon such terms as to preserve and would not to impair any of the rights and powers of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders and each of themhave a Material Adverse Effect; (gd) all Other Taxes payable as a result of such transaction have been paid by such Successor Corporationpaid; (he) such transaction will not result in any claim for increased costs pursuant to Section 13.10 5.2 or result in any Tax being levied on or payable by the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Administrative Agent or any Lender (except for Excluded TaxesTaxes on the overall net income or capital of the Administrative Agent or a Lender provided there is no increase in such Taxes as a result of such transaction); (if) such transaction will not cause, or have the result of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Administrative Agent, the Lenders or any of them being in default under, non-compliance noncompliance with, or violation of, any Applicable Law; (jg) if the Successor Corporation is an Obligor, an opinion of counsel to the Successor Corporation Borrowers’ counsel, substantially in the form and as to matters addressed in the opinion of counsel Borrowers’ Counsel delivered pursuant to Section 5.1(d) 6.1 and as to the matters addressed in the opinion of the Borrowers’ Counsel delivered pursuant to Section 9.1(p)(ii), as applicable, shall have been delivered to the Administrative Agent; (kh) if the predecessors of the Successor Corporations are not all Obligors, each of the covenants set forth in Section 8.1 9.3 shall be satisfied on an actual and pro forma basis; (l) the creditworthiness of the Successor Corporation (as determined by the Required Lenders) shall not be less than the creditworthiness of the relevant Restricted Party immediately prior to basis after giving effect to such transaction; (mi) evidence of the due registration, recording and/or filing of the Security Documents in all jurisdictions necessary to protect, perfect and preserve as first ranking security (subject to Permitted Encumbrances) the Successor Corporation does not carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (n) such transactions will not, in the opinion of the Agent acting reasonably, have a Material Adverse EffectSecurity created thereby; and (oj) no Default or Event of Default shall have occurred and be continuing or will occur as a result of such transaction. Sections 13.12(a), (b) and (g) shall not apply to (i) the liquidation or dissolution of the Restricted Subsidiaries listed in Schedule R; (ii) the merger of the Restricted Subsidiaries listed in Schedule S; (iii) the sale of assets of Celestica (Swords) Limited to Celestica Ireland Limited and subsequent dissolution of Celestica (Swords) Limited; and (iv) the sale of assets of Celestica (AMS) Sdn. Bhd. to Celestica Electronics (M) Sdn. Bhd. and subsequent dissolution of Celestica (AMS) Sdn. Bhd. This Section 13.12 shall not apply to permit any consolidation, amalgamation or merger by or of Celestica unless, as the result thereof, the Successor Corporation is Celestica.

Certain Requirements in Respect of Merger, Etc. The Obligors shall not, and shall not permit any other Restricted Party to, enter into any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of any such amalgamation, of the continuing company resulting therefrom, or whereby the obligation of the Borrower Borrowers or any other Obligor to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing company, provided that it may do so and such Person or continuing company (the "“Successor Corporation"”) shall become a party to this Agreement and/or a Guarantee, as the case may be, and the other Loan Documents, if: (a) the Successor Corporation is a Guarantor, the Successor Corporation is a Subsidiary of Hudbay; (b) either of the predecessors of the Successor Corporation was one of the BorrowerBorrowers, the Successor Corporation is the a Borrower; (c) either of the predecessors of the Successor Corporation was a Material Subsidiary which provided a Guarantee, the Successor Corporation is a Guarantor or one of the BorrowerBorrowers; (d) either of the predecessors of the Successor Corporation was a Restricted Party, the Successor Corporation is a Restricted Party; (e) the Successor Corporation shall execute and/or deliver to the Agent an agreement supplemental hereto in form reasonably satisfactory to the Agent and execute and/or deliver such other instruments, if any, which to the reasonable satisfaction of the Agent and the Peruvian Collateral Agent and in the opinion of counsel to the Borrower Borrowers addressed to the Agent, the Peruvian Collateral Agent and the Lenders are necessary to evidence (i) the assumption by the Successor Corporation of liability under each Loan Document to which it is a party for the due and punctual payment of all money payable by any of the Obligors, as the case may be, thereunder, and (ii) the covenant of the Successor Corporation to pay the same and (iii) the agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligor, as the case may be, under each Loan Document and to be bound by all the terms of each Loan Document so far as they relate to such Obligor, which instruments, if any, shall be in form reasonably satisfactory to the Agent; provided there shall be no obligation to deliver such instruments if the Successor Corporation is not an Obligor; (f) such transaction shall, to the reasonable satisfaction of the Agent and the Required Lenders be upon such terms as to preserve and not to impair any of the rights and powers of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders and each of them; (g) all Other Taxes payable as a result of such transaction have been paid by such Successor Corporation; (h) such transaction will not result in any claim for increased costs pursuant to Section 13.10 or result in any Tax being levied on or payable by the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent or any Lender (except for Excluded Taxes); (i) such transaction will not cause, or have the result of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders or any of them being in default under, non-compliance with, or violation of, any Applicable Law; (j) if the Successor Corporation is an Obligor, an opinion of counsel to the Successor Corporation substantially in the form and as to matters addressed in the opinion of counsel delivered pursuant to Section 5.1(d) shall have been delivered to the Agent; (k) if the predecessors of the Successor Corporations are not all Obligors, each of the covenants set forth in Section 8.1 shall be satisfied on an actual and pro forma basis; (l) the creditworthiness of the Successor Corporation (as determined by the Required Lenders) shall not be less than the creditworthiness of the relevant Restricted Party immediately prior to giving effect to such transaction; (m) the Successor Corporation does not carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d8.5(c)), trading, exchange and sale of any products produced from or in connection with such mining properties; (n) such transactions will not, in the opinion of the Agent acting reasonably, have a Material Adverse Effect; and (o) no Default or Event of Default shall have occurred and be continuing or will occur as a result of such transaction.

Certain Requirements in Respect of Merger, Etc. The Obligors shall not, and shall not permit any other Restricted Party to, enter into any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of any such amalgamation, of the continuing company resulting therefrom, or whereby the obligation of the Borrower or any other Obligor to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing company, provided that it may do so and such Person or continuing company (the "“Successor Corporation"”) shall become a party to this Agreement and/or a Guarantee, as the case may be, and the other Loan Documents, if: (a) the Successor Corporation is a Guarantor, the Successor Corporation is a Subsidiary of Hudbaythe Borrower; (b) either any of the predecessors of the Successor Corporation was the Borrower, the Successor Corporation is the BorrowerBorrower and it shall be organized under the laws of Canada or the United States or any political subdivision thereof; (c) either any of the predecessors of the Successor Corporation was a Material Subsidiary which provided a GuaranteeGuarantor, the Successor Corporation is a Guarantor or the Borrower; (d) either of the predecessors of the Successor Corporation was a Restricted Party, the Successor Corporation is a Restricted Party; (e) the Successor Corporation shall execute and/or deliver to the Agent an agreement supplemental hereto in form reasonably satisfactory to the Agent and execute and/or deliver such other instruments, if any, which to the reasonable satisfaction of the Agent and the Peruvian Collateral Agent and in the opinion of counsel to the Borrower addressed to the Agent, the Peruvian Collateral Agent and the Lenders are necessary to evidence (i) the assumption by the Successor Corporation of liability under each Loan Document to which it is a party for the due and punctual payment of all money payable by any of the Obligors, as the case may be, thereunder, and (ii) the covenant of the Successor Corporation to pay the same and (iii) the agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligor, as the case may be, under each Loan Document and to be bound by all the terms of each Loan Document so far as they relate to such Obligor, which instruments, if any, shall be in form reasonably satisfactory to the Agent; provided there shall be no obligation to deliver such instruments if the Successor Corporation is not an Obligor; (fe) such transaction shall, to the reasonable satisfaction of the Agent and the Required Lenders Lenders, be upon such terms as to preserve and not to impair any of the rights and powers of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders and each of them; (gf) all Other Taxes payable as a result of such transaction have been paid by such Successor Corporation; ; (hg) such transaction will not result in any claim for increased costs pursuant to Section 13.10 13.9 or result in any Tax being levied on or payable by the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent or any Lender (except for Excluded Taxes); (i) such transaction will not cause, or have the result of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders or any of them being in default under, non-compliance with, or violation of, any Applicable Law; (j) if the Successor Corporation is an Obligor, an opinion of counsel to the Successor Corporation substantially in the form and as to matters addressed in the opinion of counsel delivered pursuant to Section 5.1(d) shall have been delivered to the Agent; (k) if the predecessors of the Successor Corporations are not all Obligors, each of the covenants set forth in Section 8.1 shall be satisfied on an actual and pro forma basis; (l) the creditworthiness of the Successor Corporation (as determined by the Required Lenders) shall not be less than the creditworthiness of the relevant Restricted Party immediately prior to giving effect to such transaction; (m) the Successor Corporation does not carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (n) such transactions will not, in the opinion of the Agent acting reasonably, have a Material Adverse Effect; and (o) no Default or Event of Default shall have occurred and be continuing or will occur as a result of such transaction.

Certain Requirements in Respect of Merger, Etc. The Obligors shall notNo Borrower shall, and the Borrowers shall not permit any other Restricted Party Subsidiary (in each case, a "Predecessor Corporation") to, enter into any transaction (whether by way of reconstructionliquidation, reorganization, consolidationdissolution, amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of any such amalgamationamalgamation or merger, of the continuing company resulting therefrom, or whereby the obligation of the Borrower or any other Obligor Predecessor Corporation to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing companycompany (a "Corporate Reorganization"), provided that it may do so (and if the Predecessor Corporation is a Borrower or a Material Restricted Subsidiary such Person or continuing company (the "Successor Corporation") shall become a party to this Agreement and/or a Guaranteeor to the Guarantee provided by such Material Restricted Subsidiary, as the case may be, and the other Loan Documents, ) if: (a) the such other Person or continuing company (herein referred to as a "Successor Corporation Corporation") is a Guarantor, the Successor Corporation is a Subsidiary of HudbayBorrower or Restricted Subsidiary; (b) either where required in the reasonable opinion of the predecessors of the Lenders' Counsel, a Successor Corporation was the Borrower, the Successor Corporation is the Borrower; (c) either of the predecessors of the Successor Corporation was a Material Subsidiary which provided a Guarantee, the Successor Corporation is a Guarantor Borrower or the Borrower; (d) either of the predecessors of the Successor Corporation was a Material Restricted Party, the Successor Corporation is a Restricted Party; (e) the Successor Corporation Subsidiary shall execute and/or deliver to the Agent an agreement supplemental hereto or to the Guarantee or Guarantees executed by a Predecessor Corporation or Predecessor Corporations, as the case may be, in form reasonably satisfactory to the Administrative Agent and execute and/or deliver such other instruments, if any, which to the reasonable satisfaction of the Agent and the Peruvian Collateral Administrative Agent and in the opinion of counsel to the Borrower addressed to the Agent, the Peruvian Collateral Agent and the Lenders Lenders' Counsel are necessary to evidence (i) the assumption by the Successor Corporation of liability under each Loan Document to which it the Predecessor Corporation is a party for the due and punctual payment of all money payable by any of the Obligors, as the case may be, Predecessor Corporation thereunder, and (ii) the covenant of the Successor Corporation to pay the same and (iii) the agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligor, as the case may be, Predecessor Corporation under each Loan Document to which the Predecessor Corporation was a party and to be bound by all the terms of each such Loan Document so far as they relate to such Obligor, the Predecessor Corporation which instruments, if any, shall be in form reasonably satisfactory to the Administrative Agent; provided there shall be no obligation to deliver such instruments if the Successor Corporation is not an Obligor; (fc) such transaction shall, to the reasonable satisfaction of the Agent and the Required Lenders be upon such terms as to preserve and would not to impair any of the rights and powers of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders and each of themhave a Material Adverse Effect; (gd) all Other Taxes payable as a result of such transaction have been paid by such Successor Corporationpaid; (he) such transaction will not result in any claim for increased costs pursuant to Section 13.10 5.5 or result in any Tax being levied on or payable by the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Administrative Agent or any Lender (except for Excluded TaxesTaxes on the overall net income or capital of the Administrative Agent or a Lender provided there is no increase in such Taxes as a result of such transaction); (if) such transaction will not cause, or have the result of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Administrative Agent, the Lenders or any of them being in default under, non-compliance noncompliance with, or violation of, any Applicable Law; (jg) if the Successor Corporation is an Obligor, an opinion of Borrowers' counsel to the Successor Corporation substantially in the form and as to matters addressed in the opinion of counsel Borrowers' Counsel delivered pursuant to Section 5.1(d) 6.1 shall have been delivered to the Administrative Agent; (kh) if the predecessors of the Successor Corporations are not all Obligors, each of the covenants set forth in Section 8.1 9.3 shall be satisfied on an actual and pro forma basis; (l) the creditworthiness of the Successor Corporation (as determined by the Required Lenders) shall not be less than the creditworthiness of the relevant Restricted Party immediately prior to basis after giving effect to such transaction; (m) the Successor Corporation does not carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (n) such transactions will not, in the opinion of the Agent acting reasonably, have a Material Adverse Effect; and (oi) no Default or Event of Default shall have occurred and be continuing or will occur as a result of such transaction.. Sections 13.12(a), (b) and (g) shall not apply to the respective liquidation or dissolution of Celestica Ireland B.V. and Celestica Power Systems USA Inc.

Certain Requirements in Respect of Merger, Etc. The Obligors shall not, and shall not permit any other Restricted Party to, enter into any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of any such amalgamation, of the continuing company resulting therefrom, or whereby the obligation of the Borrower Borrowers or any other Obligor to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing company, provided that it may do so and such Person or continuing company (the "Successor Corporation") shall become a party to this Agreement and/or a Guarantee, as the case may be, and the other Loan Documents, if: (a) the Successor Corporation is a Guarantor, the Successor Corporation is a Subsidiary of Hudbay; (b) either of the predecessors of the Successor Corporation was one of the BorrowerBorrowers, the Successor Corporation is the a Borrower; (c) either of the predecessors of the Successor Corporation was a Material Subsidiary which provided a Guarantee, the Successor Corporation is a Guarantor or one of the BorrowerBorrowers; (d) either of the predecessors of the Successor Corporation was a Restricted Party, the Successor Corporation is a Restricted Party; (e) the Successor Corporation shall execute and/or deliver to the Agent an agreement supplemental hereto in form reasonably satisfactory to the Agent and execute and/or deliver such other instruments, if any, which to the reasonable satisfaction of the Agent and the Peruvian Collateral Agent and in the opinion of counsel to the Borrower Borrowers addressed to the Agent, the Peruvian Collateral Agent and the Lenders are necessary to evidence (i) the assumption by the Successor Corporation of liability under each Loan Document to which it is a party for the due and punctual payment of all money payable by any of the Obligors, as the case may be, thereunder, and (ii) the covenant of the Successor Corporation to pay the same and (iii) the agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligor, as the case may be, under each Loan Document and to be bound by all the terms of each Loan Document so far as they relate to such Obligor, which instruments, if any, shall be in form reasonably satisfactory to the Agent; provided there shall be no obligation to deliver such instruments if the Successor Corporation is not an Obligor; (f) such transaction shall, to the reasonable satisfaction of the Agent and the Required Lenders be upon such terms as to preserve and not to impair any of the rights and powers of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders and each of them; (g) all Other Taxes payable as a result of such transaction have been paid by such Successor Corporation; (h) such transaction will not result in any claim for increased costs pursuant to Section 13.10 or result in any Tax being levied on or payable by the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent or any Lender (except for Excluded Taxes); (i) such transaction will not cause, or have the result of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders or any of them being in default under, non-compliance with, or violation of, any Applicable Law; (j) if the Successor Corporation is an Obligor, an opinion of counsel to the Successor Corporation substantially in the form and as to matters addressed in the opinion of counsel delivered pursuant to Section 5.1(d) shall have been delivered to the Agent; (k) if the predecessors of the Successor Corporations are not all Obligors, each of the covenants set forth in Section 8.1 shall be satisfied on an actual and pro forma basis; (l) the creditworthiness of the Successor Corporation (as determined by the Required Lenders) shall not be less than the creditworthiness of the relevant Restricted Party immediately prior to giving effect to such transaction; (m) the Successor Corporation does not carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d8.5(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (n) such transactions will not, in the opinion of the Agent acting reasonably, have a Material Adverse Effect; and (o) no Default or Event of Default shall have occurred and be continuing or will occur as a result of such transaction.

Certain Requirements in Respect of Merger, Etc. The Obligors Neither the Corporation, Bowater Canada nor Bowater shall not, and shall not permit any other Restricted Party to, enter into any transaction (whether by way of amalgamation (except in respect of the Corporation or Bowater Canada, a short-form amalgamation with one or more of its wholly-owned subsidiaries pursuant to the Canada Business Corporations Act, and except in respect of Bowater, a short-form amalgamation with one or more of its subsidiaries (the common stock of which is wholly-owned) pursuant to applicable federal or state laws in the United States), merger, arrangement, reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale sale, lease or otherwise) otherwise whereby all or substantially all of its undertaking, undertaking property and assets would become the property of any other Person or, in the case or of any such amalgamation, of the continuing company corporation resulting therefrom, or whereby the obligation of the Borrower or any unless, but may do so if: 9.1.1 such other Obligor to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing company, provided that it may do so and such Person or continuing company corporation is a corporation (the "Successor Corporation") shall become a party to this Agreement and/or a Guaranteein respect of the Corporation or Bowater Canada, as the case may be, and incorporated under the other Loan Documentslaws of Canada or any province thereof, if: (a) or in respect of Bowater under the Successor Corporation is a Guarantor, the Successor Corporation is a Subsidiary of Hudbay; (b) either laws of the predecessors of the Successor Corporation was the Borrower, the Successor Corporation is the Borrower;United States or any state thereof. (c) either of the predecessors of the Successor Corporation was a Material Subsidiary which provided a Guarantee, the Successor Corporation is a Guarantor or the Borrower; (d) either of the predecessors of the Successor Corporation was a Restricted Party, the Successor Corporation is a Restricted Party; (e) 9.1.2 the Successor Corporation shall perform such acts and execute and/or deliver prior to or contemporaneously with the Agent an agreement completion of such transaction such indenture supplemental hereto in form reasonably satisfactory to the Agent and execute and/or deliver such other instruments, instruments (if any, which to the reasonable satisfaction of the Agent and the Peruvian Collateral Agent and ) as in the opinion of counsel to the Borrower addressed to the Agent, the Peruvian Collateral Agent and the Lenders Counsel are necessary or advisable to evidence (i) the assumption by the Successor Corporation, if such Successor Corporation of liability under each Loan Document to which it is a party successor to the Corporation, of the liability for the due and punctual payment of all money the Debentures and the interest thereon and all other moneys 25 22. payable by any hereunder and the covenant of such Successor Corporation to pay the same, or if the Successor Corporation is a successor corporation to Bowater Canada or Bowater, of the Obligorsguarantee obligations of Bowater Canada or Bowater, as the case may be, thereunderset out herein, and (ii) the covenant of the Successor Corporation to pay the same and (iii) the agreement of by the Successor Corporation to observe and perform all the covenants and obligations of such Obligorthe Corporation, Bowater Canada or Bowater, as the case may be, under each Loan Document and to be bound by all the terms of each Loan Document so far as they relate to such Obligor, which instruments, if any, shall be in form reasonably satisfactory to the Agent; provided there shall be no obligation to deliver such instruments if the Successor Corporation is not an Obligorthis Indenture; (f) such transaction shall, to 9.1.3 the reasonable satisfaction of the Agent Debentures will be valid and the Required Lenders be upon such terms as to preserve and not to impair any of the rights and powers of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders and each of them; (g) all Other Taxes payable as a result of such transaction have been paid by such Successor Corporation; (h) such transaction will not result in any claim for increased costs pursuant to Section 13.10 or result in any Tax being levied on or payable by the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent or any Lender (except for Excluded Taxes); (i) such transaction will not cause, or have the result of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders or any of them being in default under, non-compliance with, or violation of, any Applicable Law; (j) if the Successor Corporation is an Obligor, an opinion of counsel to the Successor Corporation substantially in the form and as to matters addressed in the opinion of counsel delivered pursuant to Section 5.1(d) shall have been delivered to the Agent; (k) if the predecessors of the Successor Corporations are not all Obligors, each of the covenants set forth in Section 8.1 shall be satisfied on an actual and pro forma basis; (l) the creditworthiness binding obligations of the Successor Corporation (as determined by the Required Lenders) shall not be less than the creditworthiness in respect of the relevant Restricted Party immediately prior Corporation entitling the Holders as against such Successor Corporation to giving effect to such transaction;all of the rights they have under this Indenture; and (m) 9.1.4 no condition or event shall exist in respect of the Corporation, Bowater Canada or Bowater, as the case may be, or the Successor Corporation does not carry on any business other than either at the exploration, time of such transaction or immediately thereafter after giving full effect thereto that constitutes or would after the development, construction and operation giving of mining properties and any operation relating to mining, and notice or the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale lapse of any products produced from time or in connection with such mining properties; (n) such transactions will not, in the opinion of the Agent acting reasonably, have a Material Adverse Effect; and (o) no Default or both constitute an Event of Default shall have occurred and be continuing or will occur as a result of such transactionhereunder.

Certain Requirements in Respect of Merger, Etc. The Obligors shall notNo Borrower shall, and the Borrowers shall not permit any other Restricted Party Subsidiary (in each case, a “Predecessor Corporation”) to, enter into any transaction (whether by way of reconstructionliquidation, reorganization, consolidationdissolution, amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person other than in accordance with Section 9.2(b)(vii) or Section 9.2(b)(ix) or, in the case of any such amalgamationamalgamation or merger, of the continuing company resulting therefrom, or whereby the obligation of the Borrower or any other Obligor Predecessor Corporation to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing companycompany (a “Corporate Reorganization”), provided that it may do so (and if the Predecessor Corporation is a Borrower or a Material Restricted Subsidiary or a Grantor such Person or continuing company (the "Successor Corporation") shall become a party to this Agreement or to the Guarantee provided by such Material Restricted Subsidiary or the other Security Documents, as applicable, provided by such Grantor as the case may be) if: (a) such other Person or continuing company (herein referred to as a “Successor Corporation”) is a Borrower or Restricted Subsidiary; (b) where required in the reasonable opinion of Lenders’ Counsel, a Successor Corporation which is a Borrower or Material Restricted Subsidiary or Grantor shall execute and/or deliver to the Administrative Agent an agreement supplemental hereto or to the Guarantee or Guarantees or the Security Documents, as applicable, executed by a GuaranteePredecessor Corporation or Predecessor Corporations, as the case may be, and the other Loan Documents, if: (a) the Successor Corporation is a Guarantor, the Successor Corporation is a Subsidiary of Hudbay; (b) either of the predecessors of the Successor Corporation was the Borrower, the Successor Corporation is the Borrower; (c) either of the predecessors of the Successor Corporation was a Material Subsidiary which provided a Guarantee, the Successor Corporation is a Guarantor or the Borrower; (d) either of the predecessors of the Successor Corporation was a Restricted Party, the Successor Corporation is a Restricted Party; (e) the Successor Corporation shall execute and/or deliver to the Agent an agreement supplemental hereto in form reasonably satisfactory to the Administrative Agent and execute and/or deliver such other instruments, if any, which to the reasonable satisfaction of the Agent and the Peruvian Collateral Administrative Agent and in the opinion of counsel to the Borrower addressed to the Agent, the Peruvian Collateral Agent and the Lenders Lenders’ Counsel are necessary to evidence (i) the assumption by the Successor Corporation of liability under each Loan Document to which it the Predecessor Corporation is a party for the due and punctual payment of all money payable by any of the Obligors, as the case may be, Predecessor Corporation thereunder, and (ii) the covenant of the Successor Corporation to pay the same and same, (iii) the agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligor, as the case may be, Predecessor Corporation under each Loan Document to which the Predecessor Corporation was a party and to be bound by all the terms of each such Loan Document so far as they relate to such Obligorthe Predecessor Corporation, and (iv) if applicable, that the Security granted by the Predecessor Corporation continues to secure all of the Obligations and Eligible Hedging Obligations of the Successor Corporation pursuant to or in connection with any Loan Document, which instruments, if any, shall be in form reasonably satisfactory to the Administrative Agent; provided there shall be no obligation to deliver such instruments if the Successor Corporation is not an Obligor; (fc) such transaction shall, to the reasonable satisfaction of the Agent and the Required Lenders be upon such terms as to preserve and would not to impair any of the rights and powers of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders and each of themhave a Material Adverse Effect; (gd) all Other Taxes payable as a result of such transaction have been paid by such Successor Corporationpaid; (he) such transaction will not result in any claim for increased costs pursuant to Section 13.10 5.2 or result in any Tax being levied on or payable by the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Administrative Agent or any Lender (except for Excluded TaxesTaxes on the overall net income or capital of the Administrative Agent or a Lender provided there is no increase in such Taxes as a result of such transaction); (if) such transaction will not cause, or have the result of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Administrative Agent, the Lenders or any of them being in default under, non-compliance noncompliance with, or violation of, any Applicable Law; (jg) if the Successor Corporation is an Obligor, an opinion of counsel to the Successor Corporation Borrowers’ counsel, substantially in the form and as to matters addressed in the opinion of counsel Borrowers’ Counsel delivered pursuant to Section 5.1(d) 6.1 and as to the matters addressed in the opinion of the Borrowers’ Counsel delivered pursuant to Section 9.1(p)(ii), as applicable, shall have been delivered to the Administrative Agent; (kh) if the predecessors of the Successor Corporations are not all Obligors, each of the covenants set forth in Section 8.1 9.3 shall be satisfied on an actual and pro forma basis; (l) the creditworthiness of the Successor Corporation (as determined by the Required Lenders) shall not be less than the creditworthiness of the relevant Restricted Party immediately prior to basis after giving effect to such transaction; (mi) evidence of the due registration, recording and/or filing of the Security Documents in all jurisdictions necessary to protect, perfect and preserve as first ranking security (subject to Permitted Encumbrances) the Successor Corporation does not carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (n) such transactions will not, in the opinion of the Agent acting reasonably, have a Material Adverse EffectSecurity created thereby; and (oj) no Default or Event of Default shall have occurred and be continuing or will occur as a result of such transaction. Sections 13.12(a), (b) and (g) shall not apply (i) to the liquidation or dissolution of the Restricted Subsidiaries listed in Schedule R; (ii) to the merger of the Restricted Subsidiaries listed in Schedule S; and (iii) in connection with the reorganization of the Celestica Liquidity Management Hungary Limited Liability Company holding structure, to the dissolution of Celestica Liquidity Management Hungary Limited Liability Company, Celestica (Gibraltar) Limited, Celestica (Luxembourg) S.ar.l and 1282087 Ontario Inc. through a series of transactions with the ultimate effect of transferring the assets of such entities to Celestica.

Certain Requirements in Respect of Merger, Etc. The Obligors shall not, and shall not permit any other Restricted Party to, enter into any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of any such amalgamation, of the continuing company resulting therefrom, or whereby the obligation of the Borrower or any other Obligor to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing company, provided that it may do so and such Person or continuing company (the "“Successor Corporation"”) shall become a party to this Agreement and/or a Guarantee, as the case may be, and the other Loan Documents, if: (a) the Successor Corporation is a Guarantor, the Successor Corporation is a Subsidiary of Hudbaythe Borrower; (b) either any of the predecessors of the Successor Corporation was the Borrower, the Successor Corporation is the BorrowerBorrower and it shall be organized under the laws of Canada or the United States or any political subdivision thereof; (c) either any of the predecessors of the Successor Corporation was a Material Subsidiary which provided a GuaranteeGuarantor, the Successor Corporation is a Guarantor or the Borrower; (d) either of the predecessors of the Successor Corporation was a Restricted Party, the Successor Corporation is a Restricted Party; (e) the Successor Corporation shall execute and/or deliver to the Agent an agreement supplemental hereto in form reasonably satisfactory to the Agent and execute and/or deliver such other instruments, if any, which to the reasonable satisfaction of the Agent and the Peruvian Collateral Agent and in the opinion of counsel to the Borrower addressed to the Agent, the Peruvian Collateral Agent and the Lenders are necessary to evidence (i) the assumption by the Successor Corporation of liability under each Loan Document to which it is a party for the due and punctual payment of all money payable by any of the Obligors, as the case may be, thereunder, and (ii) the covenant of the Successor Corporation to pay the same and (iii) the agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligor, as the case may be, under each Loan Document and to be bound by all the terms of each Loan Document so far as they relate to such Obligor, which instruments, if any, shall be in form reasonably satisfactory to the Agent; provided there shall be no obligation to deliver such instruments if the Successor Corporation is not an Obligor; (fe) such transaction shall, to the reasonable satisfaction of the Agent and the Required Lenders Lenders, be upon such terms as to preserve and not to impair any of the rights and powers of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders and each of them; (gf) all Other Taxes payable as a result of such transaction have been paid by such Successor Corporation; (hg) such transaction will not result in any claim for increased costs pursuant to Section 13.10 13.9 or result in any Tax being levied on or payable by the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent or any Lender (except for Excluded Taxes); (ih) such transaction will not cause, or have the result of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders or any of them being in default under, non-compliance with, or violation of, any Applicable Law; (ji) if the Successor Corporation is an Obligor, an opinion of counsel to the Successor Corporation substantially in the form and as to matters addressed in the opinion of counsel delivered pursuant to Section 5.1(d5.1(f) shall have been delivered to the Agent; (kj) if the predecessors of the Successor Corporations are not all Obligors, each of the covenants set forth in Section 8.1 shall be satisfied on an actual and pro forma basis; (l) the creditworthiness of the Successor Corporation (as determined by the Required Lenders) shall not be less than the creditworthiness of the relevant Restricted Party immediately prior to giving effect to such transaction; (mk) the Successor Corporation does not carry on any material business other than the exploration, the development, construction acquisition of and operation of mining properties investment in precious metals royalty and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining propertiesstreaming agreements; (nl) such transaction does not result in a Change of Control; (m) such transactions will not, in the opinion of the Agent acting reasonably, have result in a Material Adverse EffectChange; and (on) no Default or Event of Default shall have occurred and be continuing or will occur as a result of such transaction.

Certain Requirements in Respect of Merger, Etc. The Obligors shall not, and Corporation shall not permit any other Restricted Party to, enter into any transaction (transaction, whether by way of amalgamation (except a vertical short-form amalgamation with one or more of its wholly-owned Subsidiaries pursuant to the Canada Business Corporations Act), merger, reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale sale, lease or otherwise) , whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of any such amalgamation, of the continuing company corporation resulting therefrom, or whereby the obligation of the Borrower or any but may do so if: (a) such other Obligor to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing company, provided that it may do so and such Person or continuing company corporation is a corporation (the "Successor Corporation") shall become a party to this Agreement and/or a Guarantee, as the case may be, and the other Loan Documents, ifincorporated: (ai) under the Successor Corporation is a Guarantorlaws of Canada or any province thereof; or (ii) in the United States, Australia, New Zealand or any country in the European Union as of the date hereof, provided that in the opinion of the Trustee, acting reasonably, the Successor Corporation Noteholders are not economically disadvantaged in any material respect (including as a result of the imposition of withholding tax on any payments to be made hereunder) as a result of the transaction (including without limitation as a result of the fact that the continuing corporation is incorporated in a Subsidiary jurisdiction outside Canada). For the purposes of Hudbayrendering its opinion under this clause 8.1(a)(ii), the Trustee shall be entitled to hire such experts or advisors as it deems necessary and to rely upon the advice of such experts and advisors in supporting its opinion. The Trustee shall be protected in acting in good faith in reliance on such advice; (b) either of the predecessors of the Successor Corporation was the Borrower, the Successor Corporation is the Borrower; (c) either of the predecessors of the Successor Corporation was a Material Subsidiary which provided a Guarantee, the Successor Corporation is a Guarantor or the Borrower; (d) either of the predecessors of the Successor Corporation was a Restricted Party, the Successor Corporation is a Restricted Party; (e) the Successor Corporation shall execute and/or deliver execute, prior to or contemporaneously with the Agent an agreement completion of such transaction, such indenture supplemental hereto in form reasonably satisfactory to the Agent and execute and/or deliver such other instruments, instruments (if any, which to the reasonable satisfaction of the Agent and the Peruvian Collateral Agent and ) as in the opinion of counsel to the Borrower addressed to the Agent, the Peruvian Collateral Agent and the Lenders Counsel are necessary or advisable to evidence (i) the assumption by the Successor Corporation of the liability under each Loan Document to which it is a party for the due and punctual payment of all money the Notes and the interest thereon and all other moneys payable by any of the Obligors, as the case may be, thereunder, hereunder and (ii) the covenant of the such Successor Corporation to pay the same and (iii) the its agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligor, as the case may be, Corporation under each Loan Document and to be bound by all the terms of each Loan Document so far as they relate to such Obligor, which instruments, if any, shall be in form reasonably satisfactory to the Agent; provided there shall be no obligation to deliver such instruments if the Successor Corporation is not an Obligorthis Indenture; (fc) such transaction shallwill, to the reasonable satisfaction of the Agent and the Required Lenders Trustee, acting reasonably, be upon such terms as substantially to preserve and not to impair in any of material respect the rights and powers of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders and each of them; (g) all Other Taxes payable as a result of such transaction have been paid by such Successor Corporation; (h) such transaction will not result in any claim for increased costs pursuant to Section 13.10 Trustee or result in any Tax being levied on or payable by the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent or any Lender (except for Excluded Taxes); (i) such transaction will not cause, or have the result of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders or any of them being in default under, non-compliance with, or violation of, any Applicable Law; (j) if the Successor Corporation is an Obligor, an opinion of counsel to the Successor Corporation substantially in the form and as to matters addressed in the opinion of counsel delivered pursuant to Section 5.1(d) shall have been delivered to the Agent; (k) if the predecessors of the Successor Corporations are not all Obligors, each of the covenants set forth in Section 8.1 shall be satisfied on an actual and pro forma basis; (l) the creditworthiness of the Successor Corporation (as determined by the Required Lenders) shall not be less than the creditworthiness of the relevant Restricted Party immediately prior to giving effect to such transaction; (m) the Successor Corporation does not carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (n) such transactions will not, in the opinion of the Agent acting reasonably, have a Material Adverse EffectNoteholders hereunder; and (od) no Default condition or event shall exist in respect of the Corporation or the Successor Corporation, either at the time of such transaction or immediately thereafter after giving full effect thereto, which constitutes or would, after the giving of notice or the lapse of time or both, constitute an Event of Default shall have occurred and be continuing or will occur as a result of such transactionhereunder.

Certain Requirements in Respect of Merger, Etc. The Obligors shall notNo Borrower shall, and the Borrowers shall not permit any other Restricted Party Subsidiary (in each case, a "PREDECESSOR CORPORATION") to, enter into any transaction (whether by way of reconstructionliquidation, reorganization, consolidationdissolution, amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of any such amalgamationamalgamation or merger, of the continuing company resulting therefrom, or whereby the obligation of the Borrower or any other Obligor Predecessor Corporation to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing companycompany (a "CORPORATE REORGANIZATION"), provided that it may do so (and if the Predecessor Corporation is a Borrower or a Material Restricted Subsidiary such Person or continuing company (the "Successor Corporation") shall become a party to this Agreement and/or a Guaranteeor to the Guarantee provided by such Material Restricted Subsidiary, as the case may be, and the other Loan Documents, ) if: (a) the Successor Corporation such other Person or continuing company (herein referred to as a "SUCCESSOR CORPORATION") is a Guarantor, the Successor Corporation is a Subsidiary of HudbayBorrower or Restricted Subsidiary; (b) either where required in the reasonable opinion of the predecessors of the Lenders' Counsel, a Successor Corporation was the Borrower, the Successor Corporation is the Borrower; (c) either of the predecessors of the Successor Corporation was a Material Subsidiary which provided a Guarantee, the Successor Corporation is a Guarantor Borrower or the Borrower; (d) either of the predecessors of the Successor Corporation was a Material Restricted Party, the Successor Corporation is a Restricted Party; (e) the Successor Corporation Subsidiary shall execute and/or deliver to the Agent an agreement supplemental hereto or to the Guarantee or Guarantees executed by a Predecessor Corporation or Predecessor Corporations, as the case may be, in form reasonably satisfactory to the Administrative Agent and execute and/or deliver such other instruments, if any, which to the reasonable satisfaction of the Agent and the Peruvian Collateral Administrative Agent and in the opinion of counsel to the Borrower addressed to the Agent, the Peruvian Collateral Agent and the Lenders Lenders' Counsel are necessary to evidence (i) the assumption by the Successor Corporation of liability under each Loan Document to which it the Predecessor Corporation is a party for the due and punctual payment of all money payable by any of the Obligors, as the case may be, Predecessor Corporation thereunder, and (ii) the covenant of the Successor Corporation to pay the same and (iii) the agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligor, as the case may be, Predecessor Corporation under each Loan Document to which the Predecessor Corporation was a party and to be bound by all the terms of each such Loan Document so far as they relate to such Obligor, the Predecessor Corporation which instruments, if any, shall be in form reasonably satisfactory to the Administrative Agent; provided there shall be no obligation to deliver such instruments if the Successor Corporation is not an Obligor; (fc) such transaction shall, to the reasonable satisfaction of the Agent and the Required Lenders be upon such terms as to preserve and would not to impair any of the rights and powers of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders and each of themhave a Material Adverse Effect; (gd) all Other Taxes payable as a result of such transaction have been paid by such Successor Corporationpaid; (he) such transaction will not result in any claim for increased costs pursuant to Section 13.10 5.1 or result in any Tax being levied on or payable by the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Administrative Agent or any Lender (except for Excluded TaxesTaxes on the overall net income or capital of the Administrative Agent or a Lender provided there is no increase in such Taxes as a result of such transaction); (if) such transaction will not cause, or have the result of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Administrative Agent, the Lenders or any of them being in default under, non-compliance noncompliance with, or violation of, any Applicable Law; (jg) if the Successor Corporation is an Obligor, an opinion of Borrowers' counsel to the Successor Corporation substantially in the form and as to matters addressed in the opinion of counsel Borrowers' Counsel delivered pursuant to Section 5.1(d) 6.1 shall have been delivered to the Administrative Agent; (kh) if the predecessors of the Successor Corporations are not all Obligors, each of the covenants set forth in Section 8.1 9.3 shall be satisfied on an actual and pro forma basis; (l) the creditworthiness of the Successor Corporation (as determined by the Required Lenders) shall not be less than the creditworthiness of the relevant Restricted Party immediately prior to PRO FORMA basis after giving effect to such transaction; (m) the Successor Corporation does not carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (n) such transactions will not, in the opinion of the Agent acting reasonably, have a Material Adverse Effect; and (oi) no Default or Event of Default shall have occurred and be continuing or will occur as a result of such transaction.. Sections 13.12(a), (b) and (g) shall not apply to the respective liquidation or dissolution of Celestica Ireland B.V. and Celestica Power Systems USA Inc.

Certain Requirements in Respect of Merger, Etc. The Obligors shall notNo Borrower shall, and the Borrowers shall not permit any other Restricted Party Subsidiary (in each case, a "PREDECESSOR CORPORATION") to, enter into any transaction (whether by way of reconstructionliquidation, reorganization, consolidationdissolution, amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of any such amalgamationamalgamation or merger, of the continuing company resulting therefrom, or whereby the obligation of the Borrower or any other Obligor Predecessor Corporation to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing companycompany (a "CORPORATE REORGANIZATION"), provided that it may do so (and if the Predecessor Corporation is a Borrower or a Material Restricted Subsidiary such Person or continuing company (the "Successor Corporation") shall become a party to this Agreement or to the Guarantee provided by such Material Restricted Subsidiary, as the case may be) if: (a) such other Person or continuing company (herein referred to as a "SUCCESSOR CORPORATION") is a Borrower or Restricted Subsidiary; (b) where required in the reasonable opinion of Lenders' Counsel, a Successor Corporation which is a Borrower or Material Restricted Subsidiary shall execute and/or deliver to the Administrative Agent an agreement supplemental hereto or to the Guarantee or Guarantees executed by a GuaranteePredecessor Corporation or Predecessor Corporations, as the case may be, and the other Loan Documents, if: (a) the Successor Corporation is a Guarantor, the Successor Corporation is a Subsidiary of Hudbay; (b) either of the predecessors of the Successor Corporation was the Borrower, the Successor Corporation is the Borrower; (c) either of the predecessors of the Successor Corporation was a Material Subsidiary which provided a Guarantee, the Successor Corporation is a Guarantor or the Borrower; (d) either of the predecessors of the Successor Corporation was a Restricted Party, the Successor Corporation is a Restricted Party; (e) the Successor Corporation shall execute and/or deliver to the Agent an agreement supplemental hereto in form reasonably satisfactory to the Administrative Agent and execute and/or deliver such other instruments, if any, which to the reasonable satisfaction of the Agent and the Peruvian Collateral Administrative Agent and in the opinion of counsel to the Borrower addressed to the Agent, the Peruvian Collateral Agent and the Lenders Lenders' Counsel are necessary to evidence (i) the assumption by the Successor Corporation of liability under each Loan Document to which it the Predecessor Corporation is a party for the due and punctual payment of all money payable by any of the Obligors, as the case may be, Predecessor Corporation thereunder, and (ii) the covenant of the Successor Corporation to pay the same and (iii) the agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligor, as the case may be, Predecessor Corporation under each Loan Document to which the Predecessor Corporation was a party and to be bound by all the terms of each such Loan Document so far as they relate to such Obligor, the Predecessor Corporation which instruments, if any, shall be in form reasonably satisfactory to the Administrative Agent; provided there shall be no obligation to deliver such instruments if the Successor Corporation is not an Obligor; (fc) such transaction shall, to the reasonable satisfaction of the Agent and the Required Lenders be upon such terms as to preserve and would not to impair any of the rights and powers of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders and each of themhave a Material Adverse Effect; (gd) all Other Taxes payable as a result of such transaction have been paid by such Successor Corporationpaid; (he) such transaction will not result in any claim for increased costs pursuant to Section 13.10 3.2 or result in any Tax being levied on or payable by the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Administrative Agent or any Lender (except for Excluded TaxesTaxes on the overall net income or capital of the Administrative Agent or a Lender provided there is no increase in such Taxes as a result of such transaction); (if) such transaction will not cause, or have the result of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Administrative Agent, the Lenders or any of them being in default under, non-compliance noncompliance with, or violation of, any Applicable Law; (jg) if the Successor Corporation is an Obligor, an opinion of Borrowers' counsel to the Successor Corporation substantially in the form and as to matters addressed in the opinion of counsel Borrowers' Counsel delivered pursuant to Section 5.1(d) 4.1 shall have been delivered to the Administrative Agent; (kh) if the predecessors of the Successor Corporations are not all Obligors, each of the covenants set forth in Section 8.1 7.3 shall be satisfied on an actual and pro forma basis; (l) the creditworthiness of the Successor Corporation (as determined by the Required Lenders) shall not be less than the creditworthiness of the relevant Restricted Party immediately prior to PRO FORMA basis after giving effect to such transaction; (m) the Successor Corporation does not carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (n) such transactions will not, in the opinion of the Agent acting reasonably, have a Material Adverse Effect; and (oi) no Default or Event of Default shall have occurred and be continuing or will occur as a result of such transaction. Sections 11.12(a), (b) and (g) shall not apply to (i) the respective liquidation or dissolution of Celestica Ireland B.V. and Celestica Denmark A/S or (ii) the merger of Celestica Japan EMS K.K. with and into Celestica Japan K.K. This Section 11.12 shall not apply to permit any consolidation, amalgamation or merger by or of Celestica unless, as the result thereof, the Successor Corporation is Celestica.

Certain Requirements in Respect of Merger, Etc. The Obligors shall not, and shall not permit any other Restricted Party to, enter into any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of any such amalgamation, of the continuing company resulting therefrom, or whereby the obligation of the Borrower or any other Obligor to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing company, provided that it may do so and such Person or continuing company (the "Successor Corporation") shall become a party to this Agreement and/or a Guarantee, as the case may be, and the other Loan Documents, if: (a) the Successor Corporation is a Guarantor, the Successor Corporation is a Subsidiary of Hudbaythe Borrower; (b) either of the predecessors of the Successor Corporation was the Borrower, the Successor Corporation is the Borrower; (c) either of the predecessors of the Successor Corporation was a Material Subsidiary which provided a Guarantee, the Successor Corporation is a Guarantor or the Borrower; (d) either of the predecessors of the Successor Corporation was a Restricted Party, the Successor Corporation is a Restricted Party; (e) the Successor Corporation shall execute and/or deliver to the Agent an agreement supplemental hereto in form reasonably satisfactory to the Agent and execute and/or deliver such other instruments, if any, which to the reasonable satisfaction of the Agent and the Peruvian Collateral Agent and in the opinion of counsel to the Borrower addressed to the Agent, the Peruvian Collateral Agent and the Lenders are necessary to evidence (i) the assumption by the Successor Corporation of liability under each Loan Document to which it is a party for the due and punctual payment of all money payable by any of the Obligors, as the case may be, thereunder, and (ii) the covenant of the Successor Corporation to pay the same and (iii) the agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligor, as the case may be, under each Loan Document and to be bound by all the terms of each Loan Document so far as they relate to such Obligor, which instruments, if any, shall be in form reasonably satisfactory to the Agent; provided there shall be no obligation to deliver such instruments if the Successor Corporation is not an Obligor; (f) such transaction shall, to the reasonable satisfaction of the Agent and the Required Lenders be upon such terms as to preserve and not to impair any of the rights and powers of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders and each of them; (g) all Other Taxes payable as a result of such transaction have been paid by such Successor Corporation; (h) such transaction will not result in any claim for increased costs pursuant to Section 13.10 or result in any Tax being levied on or payable by the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent or any Lender (except for Excluded Taxes); (i) such transaction will not cause, or have the result of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders or any of them being in default under, non-compliance with, or violation of, any Applicable Law; (j) if the Successor Corporation is an Obligor, an opinion of counsel to the Successor Corporation substantially in the form and as to matters addressed in the opinion of counsel delivered pursuant to Section 5.1(d) shall have been delivered to the Agent; (k) if the predecessors of the Successor Corporations are not all Obligors, each of the covenants set forth in Section 8.1 shall be satisfied on an actual and pro forma basis; (l) the creditworthiness of the Successor Corporation (as determined by the Required Lenders) shall not be less than the creditworthiness of the relevant Restricted Party immediately prior to giving effect to such transaction; (m) the Successor Corporation does not carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (n) such transactions will not, in the opinion of the Agent acting reasonably, have a Material Adverse Effect; and (o) no Default or Event of Default shall have occurred and be continuing or will occur as a result of such transaction.

Certain Requirements in Respect of Merger, Etc. The Obligors shall not, and shall not permit any other Restricted Party to, enter into any transaction (other than the CMMC Arrangement, subject to the last paragraph hereof, the Approved Internal Reorganization) (whether by way of reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of any such amalgamation, of the continuing company resulting therefrom, or whereby the obligation of the Borrower or any other Obligor to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing company, provided that it may do so and such Person or continuing company (the "Successor Corporation") shall become a party to this Agreement and/or a Guarantee, as the case may be, and the other Loan Documents, if: (a) the Successor Corporation is a Guarantor, the Successor Corporation is a Subsidiary of Hudbaythe Borrower; (b) either of the predecessors of the Successor Corporation was the Borrower, the Successor Corporation is the Borrower; (c) either of the predecessors of the Successor Corporation was a Material Subsidiary which provided a Guarantee, the Successor Corporation is a Guarantor or the Borrower; (d) either of the predecessors of the Successor Corporation was a Restricted Party, the Successor Corporation is a Restricted Party; (e) the Successor Corporation shall execute and/or deliver to the Agent an agreement supplemental hereto in form reasonably satisfactory to the Agent and execute and/or deliver such other instruments, if any, which to the reasonable satisfaction of the Agent and the Peruvian Collateral Agent and in the opinion of counsel to the Borrower addressed to the Agent, the Peruvian Collateral Agent and the Lenders are necessary to evidence (i) the assumption by the Successor Corporation of liability under each Loan Document to which it is a party for the due and punctual payment of all money payable by any of the Obligors, as the case may be, thereunder, and (ii) the covenant of the Successor Corporation to pay the same and (iii) the agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligor, as the case may be, under each Loan Document and to be bound by all the terms of each Loan Document so far as they relate to such Obligor, which instruments, if any, shall be in form reasonably satisfactory to the Agent; provided there shall be no obligation to deliver such instruments if the Successor Corporation is not an Obligor; (f) such transaction shall, to the reasonable satisfaction of the Agent and the Required Lenders be upon such terms as to preserve and not to impair any of the rights and powers of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders and each of them; (g) all Other Taxes payable as a result of such transaction have been paid by such Successor Corporation; (h) such transaction will not result in any claim for increased costs pursuant to Section 13.10 or result in any Tax being levied on or payable by the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent or any Lender (except for Excluded Taxes); (i) such transaction will not cause, or have the result of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders or any of them being in default under, non-compliance with, or violation of, any Applicable Law; (j) if the Successor Corporation is an ObligorObligor and if requested by the Administrative Agent, an opinion of counsel to the Successor Corporation substantially in the form and as to matters addressed in the opinion of counsel delivered pursuant to Section 5.1(d) (for certainty, with respect only to the Successor Corporation) shall have been delivered to the Agent; (k) if the predecessors of the Successor Corporations are not all Obligors, each of the covenants set forth in Section 8.1 shall be satisfied on an actual and pro forma basis; (l) the creditworthiness of the Successor Corporation (as determined by the Required Lenders) shall not be less than the creditworthiness of the relevant Restricted Party immediately prior to giving effect to such transaction; (m) the Successor Corporation does not carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (n) such transactions will not, in the opinion of the Agent acting reasonably, have a Material Adverse Effect; and (o) no Default or Event of Default shall have occurred and be continuing or will occur as a result of such transaction. Notwithstanding anything to the contrary in this Agreement, the Lenders consent to the CMMC ArrangementApproved Internal Reorganization and agree that no Default or Event of Default shall arise hereunder as a result of the transactions to be completed by the Hudbay Group in connection with the CMMC Arrangement. Approved Internal Reorganization; provided that with respect to the Approved Internal Reorganization contemplated in paragraph (a) of such defined term, Sections 12.1(e), 12.1(f), 12.1(g), 12.1(h), 12.1(i), 12.1(j), 12.1(m) and 12.1(o) are complied with and (C) with respect to the Approved Internal Reorganization contemplated in paragraph (b) of such defined term, Sections 12.1(e), 12.1(f), 12.1(g), 12.1(h), 12.1(i), 12.1(j), 12.1(k), 12.1(m) and 12.1(o) are complied with.

Certain Requirements in Respect of Merger, Etc. The Obligors shall not, and shall not permit any of other Restricted Party to, enter into any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of any such amalgamation, of the continuing company resulting therefrom, or whereby the obligation of the Borrower Borrowers or any other Obligor to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing company, provided that it may do so and such Person or continuing company (the "“Successor Corporation"”) shall become a party to this Agreement and/or a Guarantee, as the case may be, and the other Loan Documents, if: (a) the Successor Corporation is a Guarantor, the Successor Corporation is a Subsidiary of HudbayHudBay; (b) either of the predecessors of the Successor Corporation was one of the BorrowerBorrowers, the Successor Corporation is the a Borrower; (c) either of the predecessors of the Successor Corporation was a Material Subsidiary which provided a Guarantee, the Successor Corporation is a Guarantor or one of the Borrower; (d) either of the predecessors of the Successor Corporation was a Restricted Party, the Successor Corporation is a Restricted Party; (e) the Successor Corporation shall execute and/or deliver to the Agent an agreement supplemental hereto in form reasonably satisfactory to the Agent and execute and/or deliver such other instruments, if any, which to the reasonable satisfaction of the Agent and the Peruvian Collateral Agent and in the opinion of counsel to the Borrower Borrowers addressed to the Agent, the Peruvian Collateral Agent and the Lenders are necessary to evidence (i) the assumption by the Successor Corporation of liability under each Loan Document to which it is a party for the due and punctual payment of all money payable by any of the Obligors, as the case may be, thereunder, and (ii) the covenant of the Successor Corporation to pay the same and (iii) the agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligor, as the case may be, under each Loan Document and to be bound by all the terms of each Loan Document so far as they relate to such Obligor, which instruments, if any, shall be in form reasonably satisfactory to the Agent; provided there shall be no obligation to deliver such instruments if the Successor Corporation is not an Obligor; (f) such transaction shall, to the reasonable satisfaction of the Agent and the Required Lenders be upon such terms as to preserve and not to impair any of the rights and powers of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders and each of them; (g) all Other Taxes payable as a result of such transaction have been paid by such Successor Corporation; (h) such transaction will not result in any claim for increased costs pursuant to Section 13.10 13.9 or result in any Tax being levied on or payable by the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent or any Lender (except for Excluded Taxes); (i) such transaction will not cause, or have the result of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders or any of them being in default under, non-compliance with, or violation of, any Applicable Law; (j) if the Successor Corporation is an Obligor, an opinion of counsel to the Successor Corporation substantially in the form and as to matters addressed in the opinion of counsel delivered pursuant to Section 5.1(d5.1(f) shall have been delivered to the Agent; (k) if the predecessors of the Successor Corporations are not all Obligors, each of the covenants set forth in Section 8.1 shall be satisfied on an actual and pro forma basis; (l) the creditworthiness of the Successor Corporation (as determined by the Required Lenders) shall not be less than the creditworthiness of the relevant Restricted Party immediately prior to giving effect to such transaction; (m) the Successor Corporation does not carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d8.5(c)), trading, exchange and sale of any products produced from or in connection with such mining properties; (n) such transactions will not, in the opinion of the Agent acting reasonably, have a Material Adverse Effect; and (o) no Default or Event of Default shall have occurred and be continuing or will occur as a result of such transaction.

Certain Requirements in Respect of Merger, Etc. The Obligors shall notNo Borrower shall, and the Borrowers shall not permit any other Restricted Party Subsidiary (in each case, a "Predecessor Corporation") to, enter into any transaction (whether by way of reconstructionliquidation, reorganization, consolidationdissolution, amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of any such amalgamationamalgamation or merger, of the continuing company resulting therefrom, or whereby the obligation of the Borrower or any other Obligor Predecessor Corporation to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing companycompany (a "Corporate Reorganization"), provided that it may do so (and if the Predecessor Corporation is a Borrower or a Material Restricted Subsidiary such Person or continuing company (the "Successor Corporation") shall become a party to this Agreement or to the Guarantee provided by such Material Restricted Subsidiary, as the case may be) if: (a) such other Person or continuing company (herein referred to as a "Successor Corporation") is a Borrower or Restricted Subsidiary; (b) where required in the reasonable opinion of Lenders' Counsel, a Successor Corporation which is a Borrower or Material Restricted Subsidiary shall execute and/or deliver to the Administrative Agent an agreement supplemental hereto or to the Guarantee or Guarantees executed by a GuaranteePredecessor Corporation or Predecessor Corporations, as the case may be, and the other Loan Documents, if: (a) the Successor Corporation is a Guarantor, the Successor Corporation is a Subsidiary of Hudbay; (b) either of the predecessors of the Successor Corporation was the Borrower, the Successor Corporation is the Borrower; (c) either of the predecessors of the Successor Corporation was a Material Subsidiary which provided a Guarantee, the Successor Corporation is a Guarantor or the Borrower; (d) either of the predecessors of the Successor Corporation was a Restricted Party, the Successor Corporation is a Restricted Party; (e) the Successor Corporation shall execute and/or deliver to the Agent an agreement supplemental hereto in form reasonably satisfactory to the Administrative Agent and execute and/or deliver such other instruments, if any, which to the reasonable satisfaction of the Agent and the Peruvian Collateral Administrative Agent and in the opinion of counsel to the Borrower addressed to the Agent, the Peruvian Collateral Agent and the Lenders Lenders' Counsel are necessary to evidence (i) the assumption by the Successor Corporation of liability under each Loan Document to which it the Predecessor Corporation is a party for the due and punctual payment of all money payable by any of the Obligors, as the case may be, Predecessor Corporation thereunder, and (ii) the covenant of the Successor Corporation to pay the same and (iii) the agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligor, as the case may be, Predecessor Corporation under each Loan Document to which the Predecessor Corporation was a party and to be bound by all the terms of each such Loan Document so far as they relate to such Obligor, the Predecessor Corporation which instruments, if any, shall be in form reasonably satisfactory to the Administrative Agent; provided there shall be no obligation to deliver such instruments if the Successor Corporation is not an Obligor; (fc) such transaction shall, to the reasonable satisfaction of the Agent and the Required Lenders be upon such terms as to preserve and would not to impair any of the rights and powers of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders and each of themhave a Material Adverse Effect; (gd) all Other Taxes payable as a result of such transaction have been paid by such Successor Corporationpaid; (he) such transaction will not result in any claim for increased costs pursuant to Section 13.10 3.2 or result in any Tax being levied on or payable by the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Administrative Agent or any Lender (except for Excluded TaxesTaxes on the overall net income or capital of the Administrative Agent or a Lender provided there is no increase in such Taxes as a result of such transaction); (if) such transaction will not cause, or have the result of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Administrative Agent, the Lenders or any of them being in default under, non-compliance noncompliance with, or violation of, any Applicable Law; (jg) if the Successor Corporation is an Obligor, an opinion of Borrowers' counsel to the Successor Corporation substantially in the form and as to matters addressed in the opinion of counsel Borrowers' Counsel delivered pursuant to Section 5.1(d) 4.1 shall have been delivered to the Administrative Agent; (kh) if the predecessors of the Successor Corporations are not all Obligors, each of the covenants set forth in Section 8.1 7.3 shall be satisfied on an actual and pro forma basis; (l) the creditworthiness of the Successor Corporation (as determined by the Required Lenders) shall not be less than the creditworthiness of the relevant Restricted Party immediately prior to basis after giving effect to such transaction; (m) the Successor Corporation does not carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (n) such transactions will not, in the opinion of the Agent acting reasonably, have a Material Adverse Effect; and (oi) no Default or Event of Default shall have occurred and be continuing or will occur as a result of such transaction.. Sections 11.12(a), (b) and (g) shall not apply to the respective liquidation or dissolution of Celestica Ireland B.V. and Celestica Power Systems USA Inc.

Certain Requirements in Respect of Merger, Etc. The Obligors shall not, and shall not permit any other Restricted Party to, enter into any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of any such amalgamation, of the continuing company resulting therefrom, or whereby the obligation of the Borrower or any other Obligor to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing company, provided that it may do so and such Person or continuing company (the "Successor Corporation") shall become a party to this Agreement and/or a Guarantee, as the case may be, and the other Loan Documents, if: (a) the Successor Corporation is a Guarantor, the Successor Corporation is a Subsidiary of Hudbaythe Borrower; (b) either of the predecessors of the Successor Corporation was the Borrower, the Successor Corporation is the Borrower; (c) either of the predecessors of the Successor Corporation was a Material Subsidiary which provided a Guarantee, the Successor Corporation is a Guarantor or the Borrower; (d) either of the predecessors of the Successor Corporation was a Restricted Party, the Successor Corporation is a Restricted Party; (e) the Successor Corporation shall execute and/or deliver to the Agent an agreement supplemental hereto in form reasonably satisfactory to the Agent and execute and/or deliver such other instruments, if any, which to the reasonable satisfaction of the Agent and the Peruvian Collateral Agent and in the opinion of counsel to the Borrower addressed to the Agent, the Peruvian Collateral Agent and the Lenders are necessary to evidence (i) the assumption by the Successor Corporation of liability under each Loan Document to which it is a party for the due and punctual payment of all money payable by any of the Obligors, as the case may be, thereunder, and (ii) the covenant of the Successor Corporation to pay the same and (iii) the agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligor, as the case may be, under each Loan Document and to be bound by all the terms of each Loan Document so far as they relate to such Obligor, which instruments, if any, shall be in form reasonably satisfactory to the Agent; provided there shall be no obligation to deliver such instruments if the Successor Corporation is not an Obligor; (f) such transaction shall, to the reasonable satisfaction of the Agent and the Required Lenders be upon such terms as to preserve and not to impair any of the rights and powers of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders and each of them; (g) all Other Taxes payable as a result of such transaction have been paid by such Successor Corporation; (h) such transaction will not result in any claim for increased costs pursuant to Section 13.10 or result in any Tax being levied on or payable by the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent or any Lender (except for Excluded Taxes); (i) such transaction will not cause, or have the result of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders or any of them being in default under, non-compliance with, or violation of, any Applicable Law; (j) if the Successor Corporation is an Obligor, an opinion of counsel to the Successor Corporation substantially in the form and as to matters addressed in the opinion of counsel delivered pursuant to Section 5.1(d) shall have been delivered to the Agent; (k) if the predecessors of the Successor Corporations are not all Obligors, each of the covenants set forth in Section 8.1 shall be satisfied on an actual and pro forma basis; (l) the creditworthiness of the Successor Corporation (as determined by the Required Lenders) shall not be less than the creditworthiness of the relevant Restricted Party immediately prior to giving effect to such transaction; (m) the Successor Corporation does not carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (n) such transactions will not, in the opinion of the Agent acting reasonably, have a Material Adverse Effect; and (o) no Default or Event of Default shall have occurred and be continuing or will occur as a result of such transaction.

Certain Requirements in Respect of Merger, Etc. The Obligors shall notNo Borrower shall, and the Borrowers shall not permit any other Restricted Party Subsidiary (in each case, a "Predecessor Corporation") to, enter into any transaction (whether by way of reconstructionliquidation, reorganization, consolidationdissolution, amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of any such amalgamationamalgamation or merger, of the continuing company resulting therefrom, or whereby the obligation of the Borrower or any other Obligor Predecessor Corporation to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing companycompany (a "Corporate Reorganization"), provided that it may do so (and if the Predecessor Corporation is a Borrower or a Material Restricted Subsidiary such Person or continuing company (the "Successor Corporation") shall become a party to this Agreement or to the Guarantee provided by such Material Restricted Subsidiary, as the case may be) if: (a) such other Person or continuing company (herein referred to as a "Successor Corporation") is a Borrower or Restricted Subsidiary; (b) where required in the reasonable opinion of Lenders' Counsel, a Successor Corporation which is a Borrower or Material Restricted Subsidiary shall execute and/or deliver to the Administrative Agent an agreement supplemental hereto or to the Guarantee or Guarantees executed by a GuaranteePredecessor Corporation or Predecessor Corporations, as the case may be, and the other Loan Documents, if: (a) the Successor Corporation is a Guarantor, the Successor Corporation is a Subsidiary of Hudbay; (b) either of the predecessors of the Successor Corporation was the Borrower, the Successor Corporation is the Borrower; (c) either of the predecessors of the Successor Corporation was a Material Subsidiary which provided a Guarantee, the Successor Corporation is a Guarantor or the Borrower; (d) either of the predecessors of the Successor Corporation was a Restricted Party, the Successor Corporation is a Restricted Party; (e) the Successor Corporation shall execute and/or deliver to the Agent an agreement supplemental hereto in form reasonably satisfactory to the Administrative Agent and execute and/or deliver such other instruments, if any, which to the reasonable satisfaction of the Agent and the Peruvian Collateral Administrative Agent and in the opinion of counsel to the Borrower addressed to the Agent, the Peruvian Collateral Agent and the Lenders Lenders' Counsel are necessary to evidence (i) the assumption by the Successor Corporation of liability under each Loan Document to which it the Predecessor Corporation is a party for the due and punctual payment of all money payable by any of the Obligors, as the case may be, Predecessor Corporation thereunder, and (ii) the covenant of the Successor Corporation to pay the same and (iii) the agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligor, as the case may be, Predecessor Corporation under each Loan Document to which the Predecessor Corporation was a party and to be bound by all the terms of each such Loan Document so far as they relate to such Obligor, the Predecessor Corporation which instruments, if any, shall be in form reasonably satisfactory to the Administrative Agent; provided there shall be no obligation to deliver such instruments if the Successor Corporation is not an Obligor; (fc) such transaction shall, to the reasonable satisfaction of the Agent and the Required Lenders be upon such terms as to preserve and would not to impair any of the rights and powers of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders and each of themhave a Material Adverse Effect; (gd) all Other Taxes payable as a result of such transaction have been paid by such Successor Corporationpaid; (he) such transaction will not result in any claim for increased costs pursuant to Section 13.10 5.5 or result in any Tax being levied on or payable by the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Administrative Agent or any Lender (except for Excluded TaxesTaxes on the overall net income or capital of the Administrative Agent or a Lender provided there is no increase in such Taxes as a result of such transaction); (if) such transaction will not cause, or have the result of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Administrative Agent, the Lenders or any of them being in default under, non-compliance noncompliance with, or violation of, any Applicable Law; (jg) if the Successor Corporation is an Obligor, an opinion of Borrowers' counsel to the Successor Corporation substantially in the form and as to matters addressed in the opinion of counsel Borrowers' Counsel delivered pursuant to Section 5.1(d) 6.1 shall have been delivered to the Administrative Agent; (kh) if the predecessors of the Successor Corporations are not all Obligors, each of the covenants set forth in Section 8.1 9.3 shall be satisfied on an actual and pro forma basis; (l) the creditworthiness of the Successor Corporation (as determined by the Required Lenders) shall not be less than the creditworthiness of the relevant Restricted Party immediately prior to basis after giving effect to such transaction; (m) the Successor Corporation does not carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (n) such transactions will not, in the opinion of the Agent acting reasonably, have a Material Adverse Effect; and (oi) no Default or Event of Default shall have occurred and be continuing or will occur as a result of such transaction. Sections 13.12(a), (b) and (g) shall not apply to (i) the liquidation or dissolution of the Restricted Subsidiaries listed in Schedule R; (ii) the merger of the Restricted Subsidiaries listed in Schedule S; (iii) the sale of assets of Celestica Ireland Limited to Manufacturers' Services Athlone Limited and subsequent dissolution of Celestica Ireland Limited; (iv) the sale of assets of Celestica Services Singapore Pte. Ltd. to Celestica Services Singapore Limited Electronics (S) Pte. Ltd. and subsequent dissolution of Celestica Services Singapore Pte. Ltd. or (v) the sale of assets of MSL Technology Services (Malaysia) Sdn. Bhd. to Celestica Electronics (M) Sdn. Bhd. and subsequent dissolution of MSL Technology Services (Malaysia) Sdn. Bhd. This Section 13.12 shall not apply to permit any consolidation, amalgamation or merger by or of Celestica unless, as the result thereof, the Successor Corporation is Celestica.

Certain Requirements in Respect of Merger, Etc. The Obligors shall notNo Borrower shall, and the Borrowers shall not permit any other Restricted Party Subsidiary (in each case, a "PREDECESSOR CORPORATION") to, enter into any transaction (whether by way of reconstructionliquidation, reorganization, consolidationdissolution, amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of any such amalgamationamalgamation or merger, of the continuing company resulting therefrom, or whereby the obligation of the Borrower or any other Obligor Predecessor Corporation to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing companycompany (a "Corporate Reorganization"), provided that it may do so (and if the Predecessor Corporation is a Borrower or a Material Restricted Subsidiary such Person or continuing company (the "Successor Corporation") shall become a party to this Agreement or to the Guarantee provided by such Material Restricted Subsidiary, as the case may be) if: (a) such other Person or continuing company (herein referred to as a "SUCCESSOR CORPORATION") is a Borrower or Restricted Subsidiary; (b) where required in the reasonable opinion of Lenders' Counsel, a Successor Corporation which is a Borrower or Material Restricted Subsidiary shall execute and/or deliver to the Administrative Agent an agreement supplemental hereto or to the Guarantee or Guarantees executed by a GuaranteePredecessor Corporation or Predecessor Corporations, as the case may be, and the other Loan Documents, if: (a) the Successor Corporation is a Guarantor, the Successor Corporation is a Subsidiary of Hudbay; (b) either of the predecessors of the Successor Corporation was the Borrower, the Successor Corporation is the Borrower; (c) either of the predecessors of the Successor Corporation was a Material Subsidiary which provided a Guarantee, the Successor Corporation is a Guarantor or the Borrower; (d) either of the predecessors of the Successor Corporation was a Restricted Party, the Successor Corporation is a Restricted Party; (e) the Successor Corporation shall execute and/or deliver to the Agent an agreement supplemental hereto in form reasonably satisfactory to the Administrative Agent and execute and/or deliver such other instruments, if any, which to the reasonable satisfaction of the Agent and the Peruvian Collateral Administrative Agent and in the opinion of counsel to the Borrower addressed to the Agent, the Peruvian Collateral Agent and the Lenders Lenders' Counsel are necessary to evidence (i) the assumption by the Successor Corporation of liability under each Loan Document to which it the Predecessor Corporation is a party for the due and punctual payment of all money payable by any of the Obligors, as the case may be, Predecessor Corporation thereunder, and (ii) the covenant of the -109- Successor Corporation to pay the same and (iii) the agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligor, as the case may be, Predecessor Corporation under each Loan Document to which the Predecessor Corporation was a party and to be bound by all the terms of each such Loan Document so far as they relate to such Obligor, the Predecessor Corporation which instruments, if any, shall be in form reasonably satisfactory to the Administrative Agent; provided there shall be no obligation to deliver such instruments if the Successor Corporation is not an Obligor; (fc) such transaction shall, to the reasonable satisfaction of the Agent and the Required Lenders be upon such terms as to preserve and would not to impair any of the rights and powers of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Agent, the Lenders and each of themhave a Material Adverse Effect; (gd) all Other Taxes payable as a result of such transaction have been paid by such Successor Corporationpaid; (he) such transaction will not result in any claim for increased costs pursuant to Section 13.10 5.5 or result in any Tax being levied on or payable by the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Administrative Agent or any Lender (except for Excluded TaxesTaxes on the overall net income or capital of the Administrative Agent or a Lender provided there is no increase in such Taxes as a result of such transaction); (if) such transaction will not cause, or have the result of the Agent, the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent, the Share Trustee, the Peruvian Intercreditor Administrative Agent, the Lenders or any of them being in default under, non-compliance noncompliance with, or violation of, any Applicable Law; (jg) if the Successor Corporation is an Obligor, an opinion of Borrowers' counsel to the Successor Corporation substantially in the form and as to matters addressed in the opinion of counsel Borrowers' Counsel delivered pursuant to Section 5.1(d) 6.1 shall have been delivered to the Administrative Agent; (kh) if the predecessors of the Successor Corporations are not all Obligors, each of the covenants set forth in Section 8.1 9.3 shall be satisfied on an actual and pro forma basis; (l) the creditworthiness of the Successor Corporation (as determined by the Required Lenders) shall not be less than the creditworthiness of the relevant Restricted Party immediately prior to PRO FORMA basis after giving effect to such transaction; (m) the Successor Corporation does not carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (n) such transactions will not, in the opinion of the Agent acting reasonably, have a Material Adverse Effect; and (oi) no Default or Event of Default shall have occurred and be continuing or will occur as a result of such transaction. Sections 13.12(a), (b) and (g) shall not apply to (i) the respective liquidation or dissolution of Celestica Ireland B.V. and Celestica Denmark A/S or (ii) the merger of Celestica Japan EMS K.K. with and into Celestica Japan K.K. This Section 13.12 shall not apply to permit any consolidation, amalgamation or merger by or of Celestica unless, as the result thereof, the Successor Corporation is Celestica.